As filed with the Securities and Exchange Commission
on September 12, 2000
Registration No. 333-38424
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______
Pre-Effective Amendment No. ____ _______
Post-Effective Amendment No. 1 X
(Check appropriate box or boxes)
________________________
Exact Name of Registrant as Specified in Charter:
WELLS FARGO FUNDS TRUST
Area Code and Telephone Number: (800) 222-8222
Address of Principal Executive Offices, including Zip Code:
525 Market Street
San Francisco, CA 94163
__________________________
Name and Address of Agent for Service:
C. David Messman, Esq.
Wells Fargo Bank, N.A.
633 Folsom Street
San Francisco, CA 94107
With copies to:
Robert M. Kurucza, Esq. Cameron S. Avery, Esq.
Marco E. Adelfio, Esq. Bell, Boyd & Lloyd LLC
Morrison & Foerster LLP Three First National Plaza
2000 Pennsylvania Ave., N.W. 70 West Madison Street, Suite 3300
Suite 5500 Chicago, IL 60602-4207
Washington, D.C. 20006
It is proposed that this filing will become effective immediately pursuant to
Rule 485(b).
EXPLANATORY NOTE
This Post-Effective Amendment Number 1 to the Registration Statement of
Wells Fargo Funds Trust (the "Trust") filed on Form N-14 hereby incorporates
Parts A and B of the Registration Statement by reference to the Trust's filing
pursuant to Rule 497 of the Securities Act of 1933 on July 11, 2000. This Post-
Effective Amendment is being filed to update or add certain exhibits in Part C
of the Registration Statement.
PART C
OTHER INFORMATION
Item 15. INDEMNIFICATION.
Incorporated by reference to Item 25 of Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A (File Nos.333-74295; 811-
09253, filed December 17, 1999 (accession number 0000925421-99-000127).
Item 16. EXHIBITS.
(1) Amended and Restated Declaration of Trust, incorporated by reference to
Item 23, Exhibit (a) of Post-Effective Amendments No. 8 and 9 under the
1933 Act and the 1940 Act, respectively, to Registrant's Registration
Statement on Form N-1A (File Nos.333-74295; 811-09333, filed December 17,
1999 (accession number 0000925421-99-000127).
(2) Not Applicable.
(3) Not applicable.
(4) Agreement and Plan of Reorganization. Filed herewith.
(5) Not applicable.
(6) Investment Advisory agreement, Fee and Expense Agreement, and Sub-
Advisory contracts, and incorporated by reference to Item 23, Exhibits
(d)(1)(i), (d)(1)(ii), and (d)(2)(i-vi) of Post-Effective Amendments No.
8 and 9 under the 1933 Act and the 1940 Act, respectively, to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74295;
811-09333, filed December 17, 1999(accession number 0000925421-
99-000127).
(7) Distribution plan and agreement, incorporated by reference to Item 23,
Exhibits (e)(i) and (e)(ii), respectively of Post-Effective Amendments
No. 8 and 9 under the 1933 Act and the 1940 Act, respectively, to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74295;
811-09333, filed December 17, 1999 (accession number 0000925421-99-
000127).
(8) Not applicable.
(9) Custody agreements, incorporated by reference to Item 23, Exhibits (g)
(1) and (g)(2) of Post-Effective Amendments No. 8 and 9 under the 1933
Act and the 1940 Act, respectively, to Registrant's Registration
Statement on Form N-1A (File Nos. 333-74295; 811-09333, filed December
17, 1999 (accession number 0000925421-99-000127).
(10) Rule 12b-1 Plan, incorporated by reference to Item 23, Exhibit 13 of Post
Effective Amendment No. 1 to Registrant's Registration Statement on Form
N-1A (File Nos. 333-74295; 811-09253, filed May 28, 1999 (accession
number 898430-99-002291).
(11) Legal Opinion of Morrison & Foerster LLP. Incorporated by reference to
the Trust's original filing on June 2, 2000.
(12) Opinion of Bell, Boyd & Lloyd LLC as to the tax consequences of the
reorganization. Filed herewith.
(13) Incorporated by reference to Item 23, Exhibit (h) of Post-Effective
Amendments No.8 and 9 under the 1933 Act and the 1940 Act, respectively,
to Registrant's Registration Statement on Form N-1A (File Nos. 333-
74295; 811-09333, filed December 17, 1999 (accession number 0000925421-
99- 000127).
(14) Consents of Independent Auditors of the Great Plains Funds and Wells
Fargo Funds. Filed herewith
(15) Not applicable.
(16) Powers of Attorney. Incorporated by reference to the Trust's original
filing on June 2, 2000.
(17) Not applicable.
ITEM 17. UNDERTAKINGS.
(1) WF Funds agrees that, prior to any public reoffering of the securities
registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145 (c) of the Securities Act of
1933, the reoffering prospectus will contain the information called for
by the applicable registration form for the reofferings by persons who
may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial
bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 1 to the
Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities
Act of 1933, and has duly caused this Amendment to its Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized in the City
of San Francisco, State of California on the 12th day of September, 2000.
WELLS FARGO FUNDS TRUST
By: /s/ Dorothy A Peters
Dorothy A. Peters
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment to the Registration Statement on Form N-14 has been signed
by the following persons in the capacities and on the 12th day of September,
2000.
SIGNATURES TITLE
President and/or Principal Executive Officer
Michael J. Hogan*
Treasurer and/or Principal Financial Officer
Karla M. Rabusch*
A Majority of the Trustees*
Robert C. Brown Trustee
Donald H. Burkhardt Trustee
Jack S. Euphrat Trustee
Thomas S. Goho Trustee
Peter G. Gordon Trustee
W. Rodney Hughes Trustee
J. Tucker Morse Trustee
Timothy J. Penny Trustee
Donald C. Willeke Trustee
*By: /s/ Dorothy A. Peters
Dorothy A. Peters
(Attorney-in-Fact)
WELLS FARGO FUNDS TRUST
N-14 Exhibit Index
Exhibit Number Description
4 Agreement and Plan of Reorganization. Filed herewith.
12 Opinion of Bell, Boyd & Lloyd LLC. Filed herewith.
WELLS FARGO FUNDS TRUST
AND
GREAT PLAINS FUNDS
AGREEMENT AND
PLAN OF
REORGANIZATION
Dated as of May 15, 2000
This AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") is made as of
this 15th day of May, 2000, by and between Wells Fargo Funds Trust ("Wells Fargo
Funds"), a Delaware business trust, for itself and on behalf of its series
listed in the Acquiring Funds column below (each an "Acquiring Fund") and Great
Plains Funds ("Great Plains"), a Massachusetts business trust, for itself and on
behalf of its series listed in the Target Funds column below (each a "Target
Fund").
<TABLE>
<S> <C>
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Target Funds Acquiring Funds
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Equity Fund Equity Income Fund
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Premier Fund Small Cap Value Fund
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Intermediate Bond Fund Income Fund
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Tax-Free Bond Fund Nebraska Tax-Free Fund
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</TABLE>
WHEREAS, Wells Fargo Funds and Great Plains are open-end management
investment companies registered with the Securities and Exchange Commission
(the "SEC") under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS, the parties desire that each Acquiring Fund acquire the assets
and assume the liabilities of the Target Fund listed opposite the Acquiring Fund
("Corresponding Target") in exchange for Institutional shares of equal value of
the Acquiring Fund and the distribution of the Institutional shares of the
Acquiring Fund to the shareholders of the Corresponding Target in connection
with the dissolution and liquidation of the Corresponding Target (each
transaction between an Acquiring Fund and its Corresponding Target, a
"Reorganization"); and
WHEREAS, the parties intend that each Reorganization qualify as a
"reorganization," within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and that each Acquiring Fund and its
Corresponding Target be a "party to a reorganization," within the meaning of
Section 368(b) of the Code, with respect to that Reorganization;
NOW, THEREFORE, in accordance with the mutual promises described
herein, the parties agree as follows:
1. Definitions.
The following terms shall have the following meanings:
1933 Act............................ The Securities Act of 1933, as amended.
1934 Act............................ The Securities Exchange Act of 1934, as
amended.
Active Reorganization............... Each Reorganization set forth in the
Active Reorganization Table on Schedule
A.
Acquiring Class ......... The class of an Acquiring Fund's shares
that Wells Fargo Funds will issue to
the shareholders of the Corresponding
Target Class as set forth in the
Corresponding Classes Table in Schedule
A.
Acquiring Fund Financial The audited financial statements of each
Statements........ Acquiring Fund for its most recently
completed fiscal year and, if
applicable, the unaudited financial
statements of each Acquiring Fund for
its most recently completed semi-annual
period.
Assets.............................. All property and assets of any kind and
all interests, rights, privileges and
powers of or attributable to a Fund,
whether or not determinable at the
appropriate Effective Time and wherever
located. Assets include all cash,
cash equivalents, securities, claims
(whether absolute or contingent, Known
or unknown, accrued or unaccrued or
conditional or unmatured), contract
rights and receivables (including
dividend and interest receivables) owned
by a Fund and any deferred or prepaid
expense shown as an asset on the
Target Fund's books.
Assets List......................... A list of securities and other Assets
and Known Liabilities of or
attributable to a Target Fund as of the
date provided to Wells Fargo Funds.
Closing Date........................ September 8, 2000, or such other dates
as the parties may agree to in writing
with respect to a Reorganization.
Corresponding Target Class.. The Target share class set forth
opposite an Acquiring Class in the
Corresponding Classes Table on Schedule
A.
Effective Time...................... 9:00 a.m. Eastern Time the business day
following the Closing Date of a
Reorganization, or such other time as
the parties may agree to in writing.
Fund................................ An Acquiring Fund or a Target Fund.
Holding Company Merger Date ........... The date of the closing of the
acquisition of First Commerce
Bancshares, Inc. by Wells Fargo &
Company.
HSR Act............................. The Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
Know, Known or Knowledge............ Known after reasonable inquiry.
Liabilities......................... All liabilities of, allocated or
attributable to, a Fund, whether Known
or unknown, accrued or unaccrued,
absolute or contingent or conditional or
unmatured.
N-14 Registration Statement......... The Registration Statement of Wells
Fargo Funds on Form N-14 under the 1940
Act that will register the shares of the
Acquiring Funds to be issued in the
Active Reorganizations and will include
the proxy materials necessary for
the shareholders of the Corresponding
Target Funds to approve the
Reorganizations.
Material Agreements................. The agreements set forth in Schedule B,
as may be amended from time to time.
Reorganization Documents............ Such bills of sale, assignments, and
other instruments of transfer as Wells
Fargo Funds or Great Plains deems
desirable for a Target Fund to transfer
to an Acquiring Fund all right and title
to and interest in the Corresponding
Target Fund's Assets and Liabilities and
for the Acquiring Fund to assume the
Corresponding Target Fund's Assets and
Liabilities.
Schedule A.......................... Schedule A to this Plan.
Schedule B.......................... Schedule B to this Plan, as may be
amended from time to time.
Shell Reorganization................ The Reorganization set forth in the
Shell Reorganization Table on Schedule
A.
Target Financial Statements......... The audited financial statements of each
Target Fund for its most recently
completed fiscal year and, if
applicable, the unaudited financial
statements of each Target Fund for its
most recently completed semi-annual
period.
Valuation Time...................... The time on a Reorganization's Closing
Date, the business day immediately
preceding the Closing Date if the
Closing Date is not a business day or
such other time as the parties may agree
to in writing, that Wells Fargo Funds
determines the net asset value of the
shares of the Acquiring Fund and Great
Plains determines the net value of the
Assets of or attributable to the
Corresponding Target Fund. Unless
otherwise agreed to in writing, the
Valuation Time of a Reorganization shall
be at the time of day then set
forth in the Acquiring Fund's and Target
Fund's Registration Statement on Form
N-1A as the time of day at which net
asset value is calculated.
2. Regulatory Filings and Shareholder Action.
(a) Wells Fargo Funds shall promptly prepare and file the N-14
Registration Statement with the SEC. Wells Fargo Funds also shall make any
other required filings including, without limitation, filings with state or
foreign securities regulatory authorities.
(b) Great Plains shall assist Wells Fargo Funds in preparing the N-14
Registration Statement. Great Plains also shall make any other required filings.
(c) The parties shall seek an order of the SEC, if appropriate,
providing them with any necessary relief from Section 17 of the 1940 Act to
permit them to consummate the transactions contemplated by this Plan.
(d) As soon as practicable after the effective date of the N-14
Registration Statement, Great Plains shall hold Target Fund shareholder meetings
to consider and approve this Plan, the Reorganizations and such other matters as
the Board of Trustees of Great Plains may determine.
3. Transfer of Target Fund Assets. Great Plains and Wells Fargo Funds shall
take the following steps with respect to each Reorganization:
(a) On or prior to the Closing Date, Great Plains shall endeavor to pay
or make reasonable provision to pay out of the Target Fund's Assets all of the
Liabilities, expenses, costs and charges of or attributable to the Target Fund
that are Known to Great Plains and that are due and payable as of the Closing
Date.
(b) At the Effective Time, Great Plains shall assign, transfer, deliver
and convey all of the Target Fund's Assets to the Acquiring Fund. Wells Fargo
Funds shall then accept the Target Fund's Assets and assume the Target Fund's
Liabilities such that at and after the Effective Time (i) all of the Target
Fund's Assets at or after the Effective Time shall become and be the Assets of
the Acquiring Fund and (ii) all of the Target Fund's Liabilities at the
Effective Time shall attach to the Acquiring Fund, enforceable against the
Acquiring Fund to the same extent as if initially incurred by the Acquiring
Fund.
(c) Within a reasonable time prior to the Closing Date (but in no event
until after the closing of the purchase of First Commerce Bancshares by Wells
Fargo & Company), Great Plains shall provide, if requested, the Target Fund's
Assets List to Wells Fargo Funds. The parties agree that the Target Fund may
sell any asset on the Assets List prior to the Target Fund's Effective Time.
After Great Plains provides the Assets List, the Target Fund will notify Wells
Fargo Funds of the purchase of additional securities or of any additional
encumbrances, rights, restrictions or claims not reflected on the Assets List,
within a reasonable time period. Within a reasonable time after receipt of the
Assets List and prior to the Closing Date, Wells Fargo Funds will advise Great
Plains in writing of any investments shown on the Assets List that Wells Fargo
Funds has reasonably determined to be disallowed investments according to the
fundamental investment objective, policies and restrictions of the Acquiring
Fund. Upon mutual agreement of Wells Fargo Funds and Great Plains Funds,
Great Plains will seek to dispose of any such securities prior to the Closing
Date to the extent practicable and consistent with applicable legal
requirements, including the Target Fund's investment objectives, policies and
restrictions. In addition, if Wells Fargo Funds determines that, as a result of
the Reorganization, the Acquiring Fund would own an aggregate amount of an
investment that would exceed a percentage limitation applicable to the
Acquiring Fund, Wells Fargo Funds will advise Great Plains in writing of any
such limitation and Great Plains shall seek to dispose of a sufficient amount of
such investment as may be necessary to avoid exceeding the limitation as of the
Effective Time, to the extent practicable and consistent with applicable legal
requirements, including the Target Fund's investment objectives, policies and
restrictions.
(d) Great Plains shall assign, transfer, deliver and convey each Target
Fund's Assets to the corresponding Acquiring Fund at the Reorganization's
Effective Time on the following bases:
(1) In exchange for the transfer of the Assets, Wells
Fargo Funds shall simultaneously issue and deliver to the Target Fund
full and fractional shares of beneficial interest of each Acquiring
Class. Wells Fargo Funds shall determine the number of shares of each
Acquiring Class to issue by dividing the net value of the Assets
attributable to the Corresponding Target Class by the net asset value
of one Acquiring Class share. Based on this calculation, Wells Fargo
Funds shall issue shares of beneficial interest of each Acquiring Class
with an aggregate net asset value equal to the net value of the Assets
of the Corresponding Target Class.
(2) The parties shall determine the net asset value of
the Acquiring Fund shares to be delivered, and the net value of the
Assets to be conveyed, as of the Valuation Time substantially in
accordance with Wells Fargo Funds current valuation procedures, a copy
of which has been furnished to Great Plains. The parties shall make
all computations to the fourth decimal place or such other decimal
place as the parties may agree to in writing.
(3) Great Plains shall cause its custodian to transfer
the Assets with good and marketable title to the custodian for the
account of the Acquiring Fund. Great Plains shall cause its custodian
to transfer all cash in the form of immediately available funds payable
to the order of the Wells Fargo Funds custodian for the account of the
Acquiring Fund. Great Plains shall cause its custodian to transfer any
Assets that were not transferred to Wells Fargo Funds' custodian at the
Effective Time to Wells Fargo Funds custodian at the earliest
practicable date thereafter.
(e) Promptly after the Closing Date, Great Plains will deliver to Wells
Fargo Funds a Statement of Assets and Liabilities of each Target Fund as
of the Closing Date.
4. Dissolution and Liquidation of Target Funds, Registration of
Shares and Access to Records. Great Plains and Wells Fargo Funds also shall
take the following steps for each Reorganization:
(a) At or as soon as reasonably practical after the Effective
Time, Great Plains shall dissolve and liquidate the Target Fund in accordance
with applicable law and its Declaration of Trust by transferring to shareholders
of record of each Corresponding Target Class full and fractional shares of
beneficial interest of the Acquiring Class equal in value to the shares of the
Corresponding Target Class held by the shareholder. Each shareholder also shall
have the right to receive any unpaid dividends or other distributions that Great
Plains declared with respect to the shareholder's Corresponding Target Class
shares before the Effective Time. Wells Fargo Funds shall record on its books
the ownership by the shareholders of the respective Acquiring Fund shares; Great
Plains shall simultaneously redeem and cancel on its books all of the issued and
outstanding shares of each Corresponding Target Class. Wells Fargo Funds shall
issue certificates representing the Acquiring Fund shares only if it is in
accordance with the then current Acquiring Fund's Declaration of Trust or
prospectus; provided, however, that Wells Fargo Funds shall not issue
certificates representing Acquiring Fund shares to replace certificates
representing Target Fund shares unless the Target Fund share certificates are
first surrendered to Wells Fargo Funds. Great Plains shall wind up the affairs
of the Target Fund and shall take all steps as are necessary and proper to
terminate the Target Fund as soon as is reasonably possible after the Effective
Time and in accordance with all applicable laws and regulations. The winding-up
of the affairs of a Target Fund shall not cause the affairs of any other Target
Fund to wind-up.
(b) If a former Target Fund shareholder requests a change in the
registration of the shareholder's Acquiring Fund shares to a person other than
the shareholder, Wells Fargo Funds shall require the shareholder to (i) furnish
Wells Fargo Funds an instrument of transfer properly endorsed, accompanied by
any required signature guarantees and otherwise in proper form for transfer;
(ii) if any of the shares are outstanding in certificated form, deliver to Wells
Fargo Funds the certificate representing such shares; and (iii) pay to the
Acquiring Fund any customary transfer or other taxes required by reason of such
registration or establish to the reasonable satisfaction of Wells Fargo Funds
that such tax has been paid or does not apply.
(c) At and after the Closing Date, Great Plains shall provide
Wells Fargo Funds and its transfer agent with immediate access to: (i) all
records containing the names, addresses and taxpayer identification numbers of
all of the Target Fund shareholders and the number and percentage ownership of
the outstanding shares of the Corresponding Target Classes owned by each
shareholder as of the Effective Time and (ii) all original documentation
(including all applicable Internal Revenue Service forms, certificates,
certifications and correspondence) relating to the Target Fund shareholders'
taxpayer identification numbers and their liability for or exemption from
back-up withholding. Great Plains shall preserve and maintain, or shall direct
its service providers to preserve and maintain, records with respect to the
Target Fund as required by Section 31 of, and Rules 31a-1 and 31a-2 under, the
1940 Act.
5. Certain Representations, Warranties and Agreements of Great Plains.
Great Plains, on behalf of itself and, as appropriate, the Target Funds,
represents and warrants to, and agrees with, Wells Fargo Funds as follows:
(a) Great Plains is a business trust duly created, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts. The Board of Trustees of Great Plains duly established and
designated each Target Fund as a series of Great Plains and each class of a
Target Fund as a class of the Target Fund. Great Plains is registered with the
SEC as an open-end management investment company under the 1940 Act, and such
registration is in full force and effect.
(b) Great Plains has the power and all necessary federal, state
and local qualifications and authorizations to own all of its properties and
Assets, to carry on its business as now being conducted and described in its
currently effective Registration Statement on Form N-1A, to enter into this Plan
and to consummate the transactions contemplated herein.
(c) The Board of Trustees of Great Plains has duly authorized the
execution and delivery of the Plan and the transactions contemplated herein.
Duly authorized officers of Great Plains have executed and delivered the Plan.
The Plan represents a valid and binding contract, enforceable in accordance with
its terms, subject as to enforcement to bankruptcy, insolvency, bankruptcy
reorganization, arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of this Plan does not,
and, subject to the approval of shareholders referred to in Section 2, the
consummation of the transactions contemplated by this Plan will not, violate
Great Plains' Declaration of Trust or By-Laws or any Material Agreement. Except
for the approval of Target Fund shareholders, Great Plains does not need to take
any other action to authorize its officers to effectuate this Plan and the
transactions contemplated herein.
(d) Each Target Fund has qualified as a regulated investment
company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, in
respect of each taxable year since the commencement of its operations and
qualifies and shall continue to qualify as a regulated investment company for
its taxable year ending upon its liquidation.
(e) The materials included within the N-14 Registration Statement
when filed with the SEC, when Part A of the N-14 Registration Statement is
distributed to shareholders, at the time of the Target Fund shareholder meetings
for the Reorganizations and at the Effective Time of each Reorganization,
insofar as they relate to Great Plains and each Target Fund: (i) shall comply in
all material respects with the applicable provisions of the 1933 Act, the 1934
Act and the 1940 Act, the rules and regulations thereunder and state securities
laws and (ii) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements made therein not misleading in light of the circumstances under which
they were made.
(f) Great Plains has duly authorized and validly issued all of
the issued and outstanding shares of each Target Fund and all of the shares are
validly outstanding, fully paid and non-assessable, and were offered for sale
and sold in conformity with the registration requirements of all applicable
federal and state securities laws. There are no outstanding options, warrants
or other rights to subscribe for or purchase any Target Fund shares, nor are
there any securities convertible into Target Fund shares.
(g) Great Plains shall operate the business of each Target Fund
in the ordinary course between the date hereof and the Fund's Effective Time or
Effective Times, it being agreed that such ordinary course of business will
include the transactions described in Subsection 3(c), the declaration and
payment of customary dividends and distributions and any other dividends and
distributions deemed advisable by mutual agreement of Great Plains and Wells
Fargo Funds in anticipation of the Fund's Reorganization or Reorganizations,
and, in the case of Great Plains Equity Fund, its receipt of all or
substantially all of the assets, and assumption of all or substantially all of
the assets, of the Great Plains International Equity Fund upon the liquidation
or other reorganization of the Great Plains International Equity Fund.
(h) At a Target Fund's Effective Time, the relevant Target Fund
will have good and marketable title to the Target Fund's Assets and full right,
power and authority to assign, transfer, deliver and convey such Assets.
(i) The Target Financial Statements, copies of which have been
previously delivered to Wells Fargo Funds, fairly present the financial position
of each Target Fund as of the Fund's most recent fiscal year-end and the results
of the Fund's operations and changes in the Fund's net Assets for the periods
indicated. The Target Financial Statements have been prepared in accordance
with generally accepted accounting principles consistently applied.
(j) To the Knowledge of Great Plains, no Target Fund has any
Liabilities, whether or not determined or determinable, other than the
Liabilities disclosed or provided for in the Target Financial Statements or
Liabilities incurred in the ordinary course of business subsequent to the date
of the Assets List required by Section 3(c) of this Plan.
(k) Great Plains does not Know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against Great
Plains or any Target Fund or its Assets or businesses. Great Plains does not
Know of any facts that it currently has reason to believe are likely to form the
basis for the institution of any such claim, action, suit, investigation or
proceeding against Great Plains or any Target Fund. For purposes of this
provision, investment underperformance or negative investment performance shall
not be deemed to constitute such facts, provided all customary performance
disclosures have been made. Neither Great Plains nor any Target Fund is a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body that adversely affects, or is reasonably likely to adversely
affect, its financial condition, results of operations, business, properties or
Assets or its ability to consummate the transactions contemplated by the Plan.
(l) Except for contracts, agreements, franchises, licenses or
permits entered into or granted in the ordinary course of its business, in each
case under which no material default exists, Great Plains is not a party to or
subject to any material contract, debt instrument, employee benefit plan, lease,
franchise, license or permit of any kind or nature whatsoever on behalf of any
Target Fund.
(m) Great Plains has filed the federal income tax returns of each
Target Fund, copies of which have been previously delivered to Wells Fargo
Funds, for all taxable years to and including the Fund's most recent taxable
year (unless a valid extension for filing has been properly submitted as to any
such taxable year), and has paid all taxes payable pursuant to such returns. To
the Knowledge of Great Plains, no such return is currently under audit and no
assessment has been asserted with respect to such returns. Great Plains will
file the federal income tax returns of each Target Fund for its next taxable
year (and for any previous taxable year that is subject to a valid extension) on
or before their due date, as the same may be properly extended.
(n) Since the date of the Target Financial Statements, there has
been no material adverse change in the financial condition, results of
operations, business, properties or Assets of any Target Fund. For purposes of
this provision, investment underperformance, negative investment performance or
net redemptions shall not be deemed to constitute such facts, provided all
customary performance disclosures have been made.
6. Certain Representations, Warranties and Agreements of Wells Fargo
Funds. Wells Fargo Funds, on behalf of itself and, as appropriate, the
Acquiring Funds, represents and warrants to, and agrees with Great Plains as
follows:
(a) Wells Fargo Funds is a business trust duly created,
validly existing and in good standing under the laws of the State of Delaware.
The Board of Trustees of Wells Fargo Funds duly established and designated each
Acquiring Fund as a series of Wells Fargo Funds and each Acquiring Class as a
class of the Acquiring Fund. Wells Fargo Funds is registered with the SEC as an
open-end management investment company under the 1940 Act.
(b) Wells Fargo Funds has the power and all necessary federal,
state and local qualifications and authorizations to own all of its properties
and Assets, to carry on its business as described in its Registration Statement
on Form N-1A as filed with the SEC, to enter into this Plan and to consummate
the transactions contemplated herein.
(c) The Board of Trustees of Wells Fargo Funds has duly
authorized execution and delivery of the Plan and the transactions contemplated
herein. Duly authorized officers of Wells Fargo Funds have executed and
delivered the Plan. The Plan represents a valid and binding contract,
enforceable in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, arrangement, moratorium and other
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles. The execution and delivery of this Plan does
not, and the consummation of the transactions contemplated by this Plan will
not, violate the Declaration of Trust of Wells Fargo Funds or any Material
Agreement. Wells Fargo Funds does not need to take any other action to
authorize its officers to effectuate the Plan and the transactions contemplated
herein.
(d) Each Acquiring Fund has qualified as a regulated
investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the
Code in respect of its current taxable year and any prior taxable year.
(e) The N-14 Registration Statement, when filed with the SEC,
when Part A of the N-14 Registration Statement is distributed to shareholders,
at the time of the Target Fund shareholder meetings for the Reorganizations and
at the Effective Time of each Reorganization, insofar as it relates to Wells
Fargo Funds, the Acquiring Funds or the Acquiring Classes: (i) shall comply in
all material respects with the applicable provisions of the 1933 Act, the 1934
Act and the 1940 Act, the rules and regulations thereunder and state securities
laws and (ii) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements made therein not misleading in light of the circumstances in which
they were made.
(f) Wells Fargo Funds shall duly authorize the Acquiring Fund
shares to be issued and delivered to each Corresponding Target Fund as of the
Target Fund's Effective Time. When issued and delivered, the Acquiring Fund
shares shall have been registered for sale under the Securities Act of 1933 and
shall be duly and validly issued, fully paid and non-assessable, and no
shareholder of any Acquiring Fund shall have any preemptive right of
subscription or purchase in respect of them. There are no outstanding options,
warrants or other rights to subscribe for or purchase any Acquiring Fund shares,
nor are there any securities convertible into Acquiring Fund shares.
(g) Wells Fargo Funds does not Know of any claims, actions,
suits, investigations or proceedings of any type pending or threatened against
Wells Fargo Funds or any Acquiring Fund or its Assets or businesses. There are
no facts that Wells Fargo Funds currently has reason to believe are likely to
form the basis for the institution of any such claim, action, suit,
investigation or proceeding against Wells Fargo Funds or any Acquiring Fund.
For purposes of this provision, investment underperformance or negative
investment performance shall not be deemed to constitute such facts, provided
all customary performance disclosures have been made. Neither Wells Fargo Funds
nor any Acquiring Fund is a party to or subject to the provisions of any order,
decree or judgment of any court or governmental body that adversely affects, or
is reasonably likely to adversely affect, its financial condition, results of
operations, business, properties or Assets or its ability to consummate the
transactions contemplated by this Plan.
(h) Except for contracts, agreements, franchises, licenses or
permits entered into or granted in the ordinary course of its business, in each
case under which no material default exists, Wells Fargo Funds is not a party to
or subject to any material contract, debt instrument, employee benefit plan,
lease, franchise, license or permit of any kind or nature whatsoever on behalf
of any Acquiring Fund.
(i) Wells Fargo Funds has filed the federal income tax returns
of each Acquiring Fund, copies of which have been previously delivered to Great
Plains, for all taxable years to and including the Fund's most recent taxable
year, and has paid all taxes payable pursuant to such returns. To the Knowledge
of Wells Fargo Funds, no such return is currently under audit and no assessment
has been asserted with respect to any such return. Wells Fargo Funds shall file
the federal income tax returns of each Acquiring Fund for the Fund's current
taxable year on or before their due date, as the same may be properly extended.
(j) Since the date of the Acquiring Fund Financial Statements,
there has been no material adverse change in the financial condition, business,
properties or Assets of any Acquiring Fund. For purposes of this provision,
investment underperformance, negative investment performance or net redemptions
shall not be deemed to constitute such facts, provided all customary performance
disclosures have been made.
(k) The Acquiring Fund Financial Statements, copies of which
have been previously delivered to Great Plains, fairly present the financial
position of each Acquiring Fund as of the Fund's most recent fiscal year-end and
the results of the Fund's operations and changes in the Fund's net assets for
the periods indicated. The Acquiring Fund Financial Statements have been
prepared in accordance with generally accepted accounting principles
consistently applied.
(l) To the Knowledge of Wells Fargo Funds, no Acquiring Fund
has any Liabilities, whether or not determined or determinable, other than
Liabilities disclosed or provided for in the Acquiring Fund Financial Statements
or Liabilities incurred in the ordinary course of business.
(m) Wells Fargo Funds shall operate the business of each
Acquiring Fund in the ordinary course between the date hereof and the Effective
Time, it being agreed that such ordinary course of business will include the
declaration and payment of customary dividends and distributions.
(n) Except to the extent permitted to do otherwise pursuant to
an exemptive order of the SEC, for a period of three years from the Holding
Company Merger Date, at least 75% of the members of the board of trustees of
Wells Fargo Funds shall not be interested persons of an investment adviser to
Wells Fargo Funds or an investment adviser to Great Plains. For a period of two
the meaning of Section 15(f) of the 1940 Act will be imposed on any Acquiring
Fund.
7. Conditions to Great Plains Obligations. The obligations of
Great Plains with respect to each Reorganization shall be subject to the
following conditions precedent:
(a) The shareholders of the Target Fund to which the
Reorganization relates shall have approved the Reorganization in the manner
required by the Declaration of Trust of Great Plains and applicable law. If
that Target Fund's shareholders fail to approve the Reorganization, that failure
shall release Great Plains of its obligations under this Plan only with respect
to that Reorganization and not any other Reorganization.
(b) Wells Fargo Funds shall have duly executed and delivered
the Acquiring Funds' Reorganization Documents to Great Plains.
(c) All representations and warranties of Wells Fargo Funds
made in this Plan that apply to the Reorganization shall be true and correct in
all material respects as if made at and as of the Effective Time.
(d) Wells Fargo Funds shall have delivered to Great Plains a
certificate dated as of the Closing Date and executed in its name by its
Secretary or Treasurer, in a form reasonably satisfactory to Great Plains,
stating that the representations and warranties of Wells Fargo Funds in this
Plan that apply to the Reorganization are true and correct in all material
respects at and as of the Valuation Time and that it has approved the Target
Fund's Assets as being consistent with its investment objectives, policies
and restrictions and that the Target Fund's Assets may otherwise be lawfully
acquired by the Acquiring Fund.
(e) Great Plains shall have received an opinion of Morrison &
Foerster LLP, as counsel to Wells Fargo Funds, in form and substance reasonably
satisfactory to Great Plains and dated as of the Closing Date, substantially to
the effect that:
(1) Wells Fargo Funds is a business trust duly created,
validly existing and in good standing under the laws of the State of Delaware
and is an open-end, management investment company registered under the 1940 Act;
(2) the shares of the Acquiring Fund to be delivered as
provided for by this Plan are duly authorized and upon delivery will be validly
issued, fully paid and non-assessable by Wells Fargo Funds, provided that the
payments for transfer taxes by shareholders provided for in Section 4(b) of this
Plan shall not be deemed to render the shares issued assessable;
(3) the execution and delivery of this Plan did not,
and the consummation of the Reorganization will not, violate the Declaration of
Trust of Wells Fargo Funds or any Material Agreement to which Wells Fargo Funds
is a party or by which it is bound; and
(4) to the Knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental authority is
required for the consummation by Wells Fargo Funds of the Reorganization, or for
the execution and delivery of Wells Fargo Funds' Reorganization Documents,
except those that have been obtained under the 1933 Act, the 1934 Act, the 1940
Act and the rules and regulations under those Acts or that may be required under
state securities laws, the HSR Act or subsequent to the Effective Time or when
the failure to obtain the consent, approval, authorization or order would not
have a material adverse effect on the operation of the Acquiring Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "Knowledge" and related terms to
mean the Knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Wells Fargo Funds.
(f) Great Plains shall have received an opinion of Richards,
Layton & Finger P.A., as special Delaware counsel to Wells Fargo Funds, in form
and substance reasonably satisfactory to Great Plains and dated as of the
Closing Date, substantially to the effect that this Plan has been duly
authorized, executed and delivered by Wells Fargo Funds, and, assuming due
authorization, execution and delivery of this Plan by Great Plains on behalf of
the Target Fund, represents a legal, valid and binding contract, enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
moratorium, fraudulent conveyance and transfer and similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto,
and further subject to the application of equitable principles in any proceeding
whether at law or in equity or with respect to the enforcement of provisions of
the Plan and the effect of judicial decisions which have held that certain
provisions are unenforceable when their enforcement would violate an implied
covenant of good faith and fair dealing or would be commercially unreasonable or
when default under the Plan is not material. In rendering such opinion, such
counsel may (i) make assumptions regarding the authenticity, genuineness and/or
conformity of documents and copies thereof without independent verification
thereof, (ii) limit such opinion to applicable state law, and (iii) rely on
certificates of officers or trustees of Wells Fargo Funds.
(g) Great Plains shall have received an opinion from Bell,
Boyd & Lloyd, addressed to Great Plains and Wells Fargo Funds in form and
substance reasonably satisfactory to them, and dated as of the Closing Date,
with respect to the tax matters specified in Subsection 8(g).
(h) Great Plains shall have received (i) a memorandum
addressed to Great Plains and Wells Fargo Funds, in form and substance
reasonably satisfactory to them, prepared by Morrison & Foerster LLP, or another
person agreed to in writing by the parties, concerning compliance with each
relevant jurisdiction's securities laws in connection with Wells Fargo Funds'
issuance of Acquiring Fund shares.
(i) The N-14 Registration Statement shall have become
effective under the 1933 Act as to the Acquiring Fund's shares and the SEC shall
not have instituted or, to the Knowledge of Wells Fargo Funds, contemplated
instituting, any stop order suspending the effectiveness of the N-14
Registration Statement.
(j) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, the
Reorganization.
(k) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking
to enjoin consummation of the Reorganization under Section 25(c) of the 1940
Act.
(l) Wells Fargo Funds shall have performed and complied in all
material respects with each of its agreements and covenants required by this
Plan to be performed or complied with by it prior to or at the Reorganization's
Valuation Time and Effective Time.
(m) Great Plains shall have received from Wells Fargo Funds a
duly executed instrument whereby the Acquiring Fund assumes all of the
Liabilities of or attributable to the Target Fund.
(n) If the Reorganization is an Active Reorganization, Great
Plains shall have received a letter dated as of the Closing Date from KPMG LLP
addressed to Great Plains and Wells Fargo Funds in form and substance reasonably
satisfactory to them to the effect that on the basis of limited procedures as
agreed to by Great Plains and Wells Fargo Funds and described in such letter
(but not an examination in accordance with generally accepted auditing
standards):
(1) nothing came to their attention that caused them to
believe that the relevant unaudited pro forma financial statements
included in the N-14 Registration Statement do not comply as to form in
all material respects with the applicable accounting requirements of
Rule 11-02 of Regulation S-X or that the relevant pro forma adjustments
have not properly been applied to the historical amounts in the
compilation of those amounts;
(2) the data used in the calculation of the current and
pro forma expense ratios of the Target Fund and the Acquiring Fund
appearing in the N-14 Registration Statement, including the proxy
materials, agree with the underlying accounting records of the Target
Fund and the Acquiring Fund, as appropriate, or with written estimates
provided by officers of Great Plains or Wells Fargo Funds, as
appropriate, having responsibility for financial and reporting matters;
and
(3) the information relating to the Acquiring Fund and
the Target Fund appearing in the N-14 Registration Statement that is
expressed in dollars or percentages of dollars has been obtained from
the accounting records of the Acquiring Fund or the Target Fund, as
appropriate, or from schedules prepared by officers of Great Plains or
Wells Fargo Funds, as appropriate, having responsibility for financial
and reporting matters and such information is in agreement with such
records or schedules or with computations made therefrom.
(o) If the Reorganization is a Shell Reorganization, Great
Plains shall have received a letter dated as of the Closing Date from
KPMG LLP addressed to Great Plains and Wells Fargo Funds in form and
substance reasonably satisfactory to them to the effect that on the
basis of limited procedures as agreed to by Great Plains and Wells
Fargo Funds and described in such letter (but not an examination in
accordance with generally accepted auditing standards):
(1) the data used in the calculation of any expense
ratios of the Target Fund and the Acquiring Fund appearing in the N-14
Registration Statement agree with the underlying accounting records of
the Target Fund and the Acquiring Fund, as appropriate, or with written
estimates provided by officers of Great Plains or Wells Fargo Funds, as
appropriate, having responsibility for financial and reporting matters;
and
(2) the information relating to the Acquiring Fund and
the Target Fund appearing in the N-14 Registration Statement that is
expressed in dollars or percentages of dollars, if any, has been
obtained from the accounting records of the Acquiring Fund or the
Target Fund, as appropriate, or from schedules prepared by officers of
Great Plains or Wells Fargo Funds, as appropriate, having
responsibility for financial and reporting matters and such information
is in agreement with such records or schedules or with computations
made therefrom.
(p) If the Reorganization is an Active Reorganization, except
to the extent prohibited by Rule 19b-1 under the 1940 Act, the
Acquiring Fund shall have declared a dividend or dividends that,
together with all previous such dividends, shall have the effect of
distributing to the Acquiring Fund shareholders substantially all net
capital gain of or attributable to the Acquiring Fund realized prior to
the Closing Date. For purposes of this paragraph, "substantially all
net capital gain" shall mean: (i) any such net capital gain
attributable to each Acquiring Fund for the period ended May 31, 2000;
plus (ii) any net capital gain for the period from June 1, 2000 to
August 25, 2000 (or such other date shortly prior to the Closing Date
as shall be mutually agreed to by Great Plains and Wells Fargo Funds)
attributable to each Acquiring Fund to the extent such net capital gain
exceeds two percent (or, in the case of the Small Cap Value Fund, five
percent) of the net asset value of the Acquiring Fund as of such
distribution date.
(q) Neither party shall have terminated this Plan with respect
to the Reorganization pursuant to Section 10 of this Plan.
(r) The parties shall have received any necessary order of the
SEC exempting the parties from the prohibitions of Section 17 of the
1940 Act or any similar relief necessary to permit the Reorganization.
8. Conditions to Wells Fargo Funds Obligations. The obligations of
Wells Fargo Funds with respect to each Reorganization shall be subject
to the following conditions precedent:
(a) The shareholders of the Target Fund to which the
Reorganization relates shall have approved the Reorganization in
the manner required by the Declaration of Trust of Great Plains and
applicable law. If that Target Fund's shareholders fail to approve
the Reorganization, that failure shall release Wells Fargo Funds of its
obligations under this Plan only with respect to that Reorganization,
and not any other Reorganization.
(b) Great Plains shall have duly executed and delivered the
Target Fund Reorganization Documents to Wells Fargo Funds.
(c) All representations and warranties of Great Plains made in
this Plan that apply to the Reorganization shall be true and correct in
all material respects as if made at and as of the Valuation Time and
the Effective Time.
(d) Great Plains shall have delivered to Wells Fargo Funds a
certificate dated as of the Closing Date and executed in its name by
its Treasurer or Secretary, in a form reasonably satisfactory to Wells
Fargo Funds, stating that the representations and warranties of Great
Plains in this Plan that apply to the Reorganization are true and
correct at and as of the Valuation Time.
(e) Wells Fargo Funds shall have received an opinion of Bell,
Boyd & Lloyd LLC, as counsel to Great Plains, in form and substance
reasonably satisfactory to Wells Fargo Funds and dated as of the
Closing Date, substantially to the effect that:
(1) Great Plains is a business trust duly created,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and is an open-end, management investment
company registered under the 1940 Act;
(2) this Plan has been duly authorized, executed and
delivered by Great Plains;
(3) the execution and delivery of this Plan did not,
and the consummation of the Reorganization will not, violate the
Declaration of Trust or By-Laws of Great Plains or any Material
Agreement to which Great Plains is a party or by which it is bound; and
(4) to the Knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental authority
is required for the consummation by Great Plains of the Reorganization,
or the execution and delivery of the Great Plains Reorganization
Documents, except those that have been obtained under the 1933 Act, the
1934 Act, the 1940 Act and the rules and regulations under those Acts,
or that may be required under state securities laws, the HSR Act or
subsequent to the Effective Time or when the failure to obtain the
consent, approval, authorization or order would not have a material
adverse effect on the operation of the Target Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "Knowledge" and related terms to
mean the Knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Great Plains.
(f) Wells Fargo Funds shall have received an opinion of Hale
and Dorr LLP, as special Massachusetts counsel to Great Plains, that, assuming
due authorization, execution and delivery of this Plan by Wells Fargo Funds on
behalf of the Acquiring Funds, it represents a legal, valid and binding
contract, enforceable in accordance with its terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and further subject to the application of
equitable principles in any proceeding, whether at law or in equity or with
respect to the enforcement of provisions of the Plan and the effect of judicial
decisions which have held that certain provisions are unenforceable when their
enforcement would violate an implied covenant of good faith and fair dealing or
would be commercially unreasonable or when default under the Plan is not
material.
(g) Wells Fargo Funds shall have received an opinion of Bell,
Boyd & Lloyd, addressed to Great Plains and Wells Fargo Funds in form and
substance reasonably satisfactory to them, based upon representations made in
certificates provided by Great Plains and Wells Fargo Funds, their affiliates
and/or principal shareholders and dated as of the Closing Date, substantially to
the effect that, for federal income tax purposes:
(1) The Reorganization will constitute a "reorganization" within the meaning of
Section 368(a). Each Acquiring Fund and the corresponding Target Fund
will be a "party to a reorganization." Section 368(b).
(2) Each Target Fund's shareholders will recognize no gain or loss on their
receipt of voting shares of the corresponding Acquiring Fund in
exchange for their voting shares of the Target Fund pursuant to the
Reorganization. Section 354(a)(1).
(3) No Target Fund will recognize gain or loss on the transfer of all of its
assets to the corresponding Acquiring Fund solely in exchange for
voting shares of the Acquiring Fund and the assumption by the
Acquiring Fund of certain Target Fund liabilities pursuant to the
Reorganization. Sections 357(a) and 361(a).
(4) No Target Fund will recognize gain or loss on its distribution of voting
shares of the corresponding Acquiring Fund to its shareholders
pursuant to the liquidation of the Target Fund. Section 361(c).
(5) No Acquiring Fund will recognize gain or loss on its acquisition of all of
the assets of the corresponding Target Fund solely in exchange for
voting shares of such Acquiring Fund and the assumption by such
Acquiring Fund of the Target Fund's liabilities. Section 1032(a).
(6) The basis of each of the voting shares of an Acquiring Fund received by the
corresponding Target Fund's shareholders pursuant to the
Reorganization will equal the basis of the voting shares of the Target
Fund surrendered in exchange therefor. Section 358(a)(1).
(7) The holding period of the voting shares of an Acquiring Fund received by
the corresponding Target Fund's shareholders pursuant to the
Reorganization will include the period that the shareholders held the
voting shares of the Target Fund exchanged therefor, provided that the
shareholder held such shares as a capital asset on the date of the
Reorganization. Section 1223(1).
(8) Each Acquiring Fund's basis in the assets of the corresponding Target Fund
received pursuant to the Reorganization will equal the Target Fund's
basis in the assets immediately before the Reorganization. Section
362(b).
(9) Each Acquiring Fund's holding period in the Target Fund assets received
pursuant to the Reorganization will include the period during which
the corresponding Target Fund held the assets. Section 1223(2).
(10) Each Acquiring Fund will succeed to and take into account the items of the
corresponding Target Fund described in Section 381(c), including the
earnings and profits, or deficit in earnings and profits, of the
corresponding Target Fund as of the date of the Reorganization. Each
Acquiring Fund will take these items into account subject to the
conditions and limitations specified in Sections 381, 382, 383 and 384
and applicable regulations thereunder.
(h) The N-14 Registration Statement shall have become
effective under the 1933 Act as to the Acquiring Fund's shares and no stop order
suspending the effectiveness of the N-14 Registration Statement shall have been
instituted or, to the Knowledge of Wells Fargo Funds, contemplated by the SEC.
(i) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it is sought to
restrain or prohibit or obtain damages or other relief in connection with the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking
to enjoin consummation of the Reorganization under Section 25(c) of the 1940
Act.
(k) Great Plains shall have performed and complied in all
material respects with each of its agreements and covenants required by this
Plan to be performed or complied with by it prior to or at the Reorganization's
Valuation Time and Effective Time.
(l) Wells Fargo Funds shall have received a letter from KPMG
LLP addressed to Great Plains and Wells Fargo Funds as described in Subsection
7(n) or 7(o), as appropriate.
(m) If the Reorganization is an Active Reorganization, except
to the extent prohibited by Rule 19b-1 under the 1940 Act, the Target Fund shall
have declared a dividend or dividends that, together with all previous such
dividends, shall have the effect of distributing to the Target Fund shareholders
substantially all investment company taxable income of or attributable to the
Target Fund earned prior to the Closing Date and substantially all net capital
gain of or attributable to the Target Fund realized prior to such date.
(n) Neither party shall have terminated this Plan with respect
to the Reorganization pursuant to Section 10 of this Plan.
(o) The parties shall have received any necessary order of the
SEC exempting the parties from the prohibitions of Section 17 of the 1940 Act or
any similar relief necessary to permit the Reorganization.
(p) Wells Fargo Funds and Wells Fargo Bank, N.A. shall have
received an order of the SEC exempting the Wells Fargo Funds from Section 15(f)
(1)(A) of the 1940 Act.
9. Survival of Representations and Warranties. The representations
and warranties of the parties hereto shall survive the completion of the
transactions contemplated herein.
10. Termination of Plan. A majority of a party's Board of Trustees
may terminate this Plan with respect to any Acquiring Fund or Target Fund, as
appropriate if: (i) the party's conditions precedent set forth in Sections 7 or
8, as appropriate, are not satisfied on the Closing Date; (ii) it becomes
reasonably apparent to the party's Board of Trustees that the other party will
not be able to satisfy such conditions precedent on the Closing Date; or (iii)
the party's Board of Trustees determines that the consummation
of the applicable Reorganization is not in the best interests of shareholders
and gives notice to the other party. The termination of this Plan with respect
to an Acquiring Fund and its Corresponding Target Fund shall not affect the
survival of the Plan with respect to any other Acquiring Fund or Target Fund.
11. Governing Law. This Plan and the transactions contemplated
hereby shall be governed, construed and enforced in accordance with the laws of
the State of Delaware, except to the extent preempted by federal law, without
regard to conflicts of law principles.
12. Brokerage Fees. Each party represents and warrants that there
are no brokers or finders entitled to receive any payments in connection with
the transactions provided for in this Plan.
13. Amendments. The parties may, by agreement in writing
authorized by their respective Boards of Trustees, amend this Plan with respect
to any Reorganization at any time before or after the Target Fund's shareholders
approve the Reorganization. However, after a Target Fund's shareholders approve
a Reorganization, the parties may not amend this Plan in a manner that
materially alters the obligations of either party with respect to that
Reorganization. The parties shall not deem this Section to preclude them from
changing the Closing Date or the Effective Time of a Reorganization by mutual
agreement.
14. Waivers. At any time prior to the Closing Date, either party
may by written instrument signed by it (i) waive the effect of any inaccuracies
in the representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. The parties agree that any waiver shall apply only to
the particular inaccuracy or requirement for compliance waived, and not any
other or future inaccuracy or lack of compliance.
15. Indemnification of Trustees. Wells Fargo Funds shall
indemnify, defend and hold harmless Great Plains, its officers, trustees,
employees and agents against all losses, claims, demands, liabilities and
expenses, including reasonable legal and other expenses incurred in defending
claims or liabilities, whether or not resulting in any liability of Great
Plains, its officers, trustees, employees or agents, arising out of our based on
(i) any material breach by Wells Fargo Funds of any of its representations,
warranties or agreements set forth in this Agreement, or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement on Form N-1A or Form N-14 for Wells Fargo Funds that is
used in connection with the Reorganization. Wells Fargo Funds also agrees that
it will assume all liabilities and obligations of Great Plains relating to any
obligation of Great Plains to indemnify its current and former Trustees and
officers, acting in their capacities as such, to the fullest extent permitted
by law and Great Plains' Declaration of Trust, as in effect as of the date of
this Plan. Wells Fargo Funds also agrees that all rights to indemnification and
all limitations of liability existing in favor of the current and former
Trustees and officers, acting in their capacities as such, under the Great
Plains Declaration of Trust as in effect as of the date of this Plan shall
survive the Reorganizations and shall continue in full force and effect, without
any amendment thereto, and shall constitute rights which may be asserted against
Wells Fargo Funds, its successors and assigns.
16. Cooperation and Further Assurances. Each party will cooperate
with the other in fulfilling its obligations under this Plan and will provide
such information and documentation as is reasonably requested by the other in
carrying out this Plan's terms. Each party will provide such further assurances
concerning the performance of obligations under this Plan and the consummation
of the Reorganizations as the other shall deem necessary, advisable or
appropriate.
17. Updating of N-14 Registration Statement. If at any time prior
to the Effective Time of a Reorganization a party becomes aware of any untrue
statement of material fact or omission to state a material fact required to be
stated therein or necessary to make the statements made not misleading in light
of the circumstances under which they were made in the N-14 Registration
Statement, as appropriate, the party discovering the item shall notify the other
party and the parties shall cooperate in promptly preparing, filing and clearing
with the SEC and, if appropriate, distributing to shareholders appropriate
disclosure with respect to the item.
18. Limitation on Liabilities. The obligations of Great Plains,
Wells Fargo Funds and each Fund shall not bind any of the Trustees,
shareholders, nominees, officers, agents, or employees of Great Plains or Wells
Fargo Funds personally, but shall bind only the Assets and property of the
Acquiring Funds and Target Funds. The execution and delivery of this Plan by
the parties' officers shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the Assets and the property of the Acquiring Funds or Target Funds, as
appropriate.
19. Termination of Great Plains. If the parties complete every
Reorganization, Great Plains shall terminate its registration under the 1940 Act
and dissolve.
20. Notices. Any notice, report, statement, certificate or demand
required or permitted by any provision of this Plan shall be in writing and
shall be given by prepaid telegraph, telecopy, certified mail or overnight
express courier to:
For Great Plains:
Colleen Avery
First Commerce Investors
610 NBC Center
1248 O Street
Lincoln, NE 68508
With a copy to:
Cameron S. Avery
Bell, Boyd & Lloyd
70 West Madison Street, Suite 3300
Chicago, IL 60602
For Wells Fargo Funds:
Michael J. Hogan, President
Wells Fargo Funds Trust
525 Market Street, 12th Floor
San Francisco, CA 94105
With a copy to:
C. David Messman, Secretary
Wells Fargo Funds Trust
525 Market Street, 12th Floor
San Francisco, CA 94105
21. General. This Plan supersedes all prior agreements between the parties
(written or oral), is intended as a complete and exclusive statement of the
terms of the agreement between the parties and may not be changed or terminated
orally. The parties may execute this Plan in counterparts, which shall be
considered one and the same agreement, and shall become effective when the
counterparts have been executed by and delivered to both parties. The headings
contained in this Plan are for reference only and shall not affect in any way
the meaning or interpretation of this Plan. Nothing in this Plan, expressed or
implied, confers upon any other person any rights or remedies under or by reason
of this Plan. Neither party may assign or transfer any right or obligation
under this Plan without the written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers designated below to execute this Plan as of the date first written
above.
WELLS FARGO FUNDS TRUST
ATTEST:
/s/ By: /s/
Name: C. David Messman Name: Michael J. Hogan
Title: Secretary Title: President
GREAT PLAINS FUNDS
ATTEST:
/s/ By: /s/
Name: Colleen Avery Name: Anne Hansen
Title: Vice President Title: Vice President
SCHEDULE A
<TABLE>
<S> <C>
I. Corresponding Classes Table:
-------------------------------------------------------------- -----------------------------------------------------------
Corresponding Target Classes Acquiring Fund Classes
-----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Equity Fund (single class) Equity Income Fund, Class I
-------------------------------------------------------------- -----------------------------------------------------------
-----------------------------------------------------------
Premier Fund (single class) Small Cap Value Fund, Class I
-------------------------------------------------------------- -----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Intermediate Bond Fund (single class) Income Fund, Class I
-------------------------------------------------------------- -----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Tax-Free Bond Fund (single class) Nebraska Tax-Free Fund, Class I
-------------------------------------------------------------- -----------------------------------------------------------
II. Active Reorganization Table:
-------------------------------------------------------------- -----------------------------------------------------------
Corresponding Target Funds Acquiring Funds
-------------------------------------------------------------- -----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Equity Fund Equity Income Fund
-------------------------------------------------------------- -----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Premier Fund Small Cap Value Fund
-------------------------------------------------------------- -----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Intermediate Bond Fund Income Fund
-------------------------------------------------------------- -----------------------------------------------------------
III. Shell Reorganization Table:
-------------------------------------------------------------- -----------------------------------------------------------
Target Fund Acquiring Fund
-------------------------------------------------------------- -----------------------------------------------------------
-------------------------------------------------------------- -----------------------------------------------------------
Tax-Free Bond Fund Nebraska Tax-Free Fund
-------------------------------------------------------------- -----------------------------------------------------------
</TABLE>
SCHEDULE B
MATERIAL AGREEMENTS
The following agreements shall be Material Agreements for Great Plains:
Investment Advisory Agreement between First Commerce Investors, Inc. and Great
Plains Funds dated September 1, 1997.
Distributor's Contract between Edgewood Services, Inc. and Great Plains Funds
dated September 1, 1997.
Custody Agreement between National Bank of Commerce and Great Plains Funds dated
September 24, 1997.
Sub-Custody Agreement among Great Plains Funds, National Bank of Commerce and
The Northern Trust Company dated September 24, 1997.
Agreement for Fund Accounting Services, Administration Services and Transfer
Agency Services between Federated Services Company and Great Plains Funds dated
September 1, 1997.
Distribution Plan of Great Plains Funds dated September 1, 1997.
Loan Agreement and Revolving Credit Facility dated June 10, 1998 by and between
Great Plains Funds and National Bank of Commerce Trust & Savings Association.
Rule 12b-1 Plan approved by the Board of Great Plains Funds on August 6, 1999.
The following agreements shall be Material Agreements for Wells Fargo Funds:
Investment Advisory Contract between Wells Fargo Bank, N.A. ("Wells Fargo Bank")
and Wells Fargo Funds Trust, dated November 8, 1999.
Sub-Advisory Contract between Barclays Global Fund Advisors, Wells Fargo Bank
and Wells Fargo Funds Trust, dated November 8, 1999.
Sub-Advisory Contract between Galliard Capital Management, Inc., Wells Fargo
Bank and Wells Fargo Funds Trust, dated November 8, 1999.
Sub-Advisory Contract between Peregrine Capital Management, Inc., Wells Fargo
Bank and Wells Fargo Funds Trust, dated November 8, 1999.
Sub-Advisory Contract between Schroder Capital Management, Inc., Wells Fargo
Bank and Wells Fargo Funds Trust, dated November 8, 1999.
Sub-Advisory Contract between Smith Asset Management, L.P., Wells Fargo Bank
and Wells Fargo Funds Trust, dated November 8, 1999.
Sub-Advisory Contract between Wells Capital Management, Incorporated, Wells
Fargo Bank and Wells Fargo Funds Trust, dated November 8, 1999.
Distribution Agreement between Stephens, Inc. and Wells Fargo Funds Trust,
dated November 8, 1999.
Custody Agreement between Barclays Global Investors, N.A. and Wells Fargo Funds
Trust, dated November 8, 1999.
Custody Agreement between Norwest Bank Minnesota, N.A. and Wells Fargo Funds
Trust, dated November 8, 1999.
Administration Agreement between Wells Fargo Bank and Wells Fargo Funds Trust
dated November 8, 1999.
Fund Accounting Agreement between Forum Accounting Services, LLC and Wells Fargo
Funds Trust, dated November 8, 1999.
Interim Fund Accounting Agreement between Wells Fargo Bank and Wells Fargo Funds
Trust, dated November 8, 1999.
Transfer Agency and Service Agreement between Boston Financial Data Services,
Inc. and Wells Fargo Funds Trust, dated November 8, 1999.
Shareholder Servicing Plan approved by the Board of Wells Fargo Funds Trust
on March 26, 1999, as amended October 28, 1999 and May 9, 2000.
Shareholder Servicing Agreement approved by the Board of Wells Fargo Funds Trust
on March 26, 1999.
Rule 12b-1 Plan approved by the Board of Wells Fargo Funds Trust on March 26,
1999, as amended May 9, 2000.
Rule 18f-3 Plan approved by the Board of Wells Fargo Funds trust on March 26,
1999, as amended October 28, 1999 and May 9, 2000.
Fee and Expense Agreement between Wells Fargo Funds Trust and Wells Fargo Bank,
dated November 8, 1999, as amended May 9, 2000.
The Boards of Trustees
September 8, 2000
[BELL BOYD & LLOYD LETTERHEAD]
September 8, 2000
The Board of Trustees of The Board of Trustees of
Great Plains Funds Wells Fargo Funds Trust
610 NBC Center 525 Market Street
1248 O Street 12th Floor
Lincoln, NE 68508 San Francisco, CA 94105
Re: Federal Income Tax Consequences of the Reorganizations of
Equity Fund, Premier Fund, Intermediate Bond Fund, and
Tax-Free Bond Fund, Respectively, into Equity Income Fund,
Small Cap Value Fund, Income Fund, and Nebraska Tax-Free Fund,
Respectively
Ladies and Gentlemen:
You have requested our opinion concerning the Federal income tax
consequences of the transactions described below.
Equity Fund, Premier Fund, Intermediate Bond Fund, and Tax-Free Bond
Fund (individually, a "Target Fund," and collectively, the "Target Funds") are
series of Great Plains Funds, a Massachusetts business trust ("Great Plains").
Each Target Fund will be succeeded by a separate series (an "Acquiring Fund") of
Wells Fargo Funds Trust, a Delaware business trust ("Wells Fargo Funds"),
pursuant to the Agreement and Plan of Reorganization between Great Plains and
Wells Fargo Funds dated as of May 15, 2000 (the "Reorganization Agreement"),
which is described in greater detail in the Proxy Statement of Great Plains
dated as of May 10, 2000 (the "Proxy Statement"). Certain of the Acquiring
Funds operate as regulated investment companies through "core portfolios,"
entities taxable as partnerships for federal income tax purposes through which
one or more Acquiring Funds hold substantially all their assets. Each Target
Fund identified in the table below will transfer to its corresponding Acquiring
Fund identified in the table below all of its assets, in exchange for which that
Acquiring Fund will simultaneously assume all of the liabilities of the
corresponding Target Fund and will issue to that Target Fund a number of
Acquiring Fund shares equal in net asset value to the net asset value of shares
(including fractional shares) of the Target Fund then outstanding. Each Target
Fund will then distribute to each of its shareholders shares of the Acquiring
Fund in net asset value equal to the net asset value of shares (including any
fractional shares) of the Target Fund then owned by the shareholder, in exchange
for and cancellation of that shareholder's shares of the Target Fund. Promptly
thereafter, each Target Fund will be completely liquidated and Great Plains will
be terminated. These transactions are referred to as the "Reorganization."
Target Funds Acquiring Funds
Equity Fund Equity Income Fund
Premier Fund Small Cap Value Fund
Intermediate Bond Fund Income Fund
Tax-Free Bond Fund Nebraska Tax-Free Fund
In rendering the opinions expressed herein, we have examined such documents as
we have deemed appropriate, including the Reorganization Agreement and the Proxy
Statement. In our examination of documents, we have assumed, with your consent,
that all documents submitted to us as photocopies or facsimiles faithfully
reproduce the originals thereof, that such originals are authentic, that all
such documents have been or will be duly executed to the extent required, and
that all statements of fact set forth in such documents are accurate. In
addition, we have obtained such additional information and representations as we
have deemed relevant and necessary through consultation with various
representatives of each Target Fund and each Acquiring Fund. In the discussion
below, the "Code" refers to the Internal Revenue Code of 1986, as amended, and,
unless otherwise specified, "Section" numbers refer to sections of the Code.
We have assumed, with your consent, that the following statements are
true and correct on the date hereof and will be true at the effective date of
the Reorganization:
1. The Reorganization will be consummated in compliance with the
material terms of the Reorganization Agreement, none of the material terms and
conditions therein have been waived or modified, and no Target Fund or Acquiring
Fund has any plan or intention to waive or to modify any such material term or
condition.
2. The fair market value of the Acquiring Fund shares and other
consideration that will be received by its corresponding Target Fund will be
approximately equal to the fair market value of the assets transferred in
exchange therefor.
3. Each Acquiring Fund will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of the fair market value
of the gross assets held by its corresponding Target Fund immediately prior to
the Reorganization (for purposes of this assumption, amounts used by the Target
Fund or its corresponding Acquiring Fund to pay reorganization expenses, and all
redemptions and distributions (except for regular, normal dividends or
transactions in the ordinary course of business as a regulated investment
company) made by the Target Fund immediately preceding the Reorganization will
be included as assets held by such Target Fund immediately prior to the
Reorganization).
4. Each Acquiring Fund has no plan or intention to reacquire any of
its shares issued in the Reorganization except through redemptions in the
ordinary course of its business as a regulated investment company.
5. Each Acquiring Fund has no plan or intention to issue additional
shares following the transaction except in the ordinary course of its business
as a regulated investment company.
6. Each Acquiring Fund has no plan or intention following the
Reorganization to sell or otherwise to dispose of any of the assets of its
corresponding Target Fund acquired in the Reorganization, except for
dispositions made by such Acquiring Fund or its core portfolio in the ordinary
course of its business as a regulated investment company (including any
contribution by Equity Income Fund and Small Cap Value Fund of the assets
acquired by each in the Reorganization to its respective core portfolio to the
extent any such contribution might be considered to be a disposition).
7. The liabilities of each Target Fund assumed by its corresponding
Acquiring Fund and the liabilities to which the transferred assets of that
Target Fund are subject were incurred by such Target Fund in the ordinary course
of its business as a regulated investment company.
8. Following the Reorganization, each Acquiring Fund will, either
directly or indirectly through its core portfolio, continue the historic
business of its corresponding Target Fund or use a significant portion of such
Target Fund's historic business assets in a business, and the Acquiring Fund's
investment strategies and objectives will be substantially identical to those of
the corresponding Target Fund.
9. In connection with the Reorganization, each Acquiring Fund will
not bear any of the expenses of its corresponding Target Fund, nor will that
Target Fund bear any of the expenses of such Acquiring Fund.
10. There is no intercorporate indebtedness existing between an
Acquiring Fund and the corresponding Target Fund that was, or will be, issued,
acquired, or settled at a discount.
11. Each Target Fund is a regulated investment company for federal tax
purposes and each Acquiring Fund either is a regulated investment company or
meets the requirements of Section 368(a)(2)(F)(ii) of the Code and intends to
qualify as a regulated investment company.
12. The fair market value of the assets of each Target Fund
transferred to its corresponding Acquiring Fund will equal or exceed the sum of
the liabilities assumed by such Acquiring Fund, plus the amount of liabilities,
if any, to which the transferred assets are subject.
13. No Target Fund or Acquiring Fund is under the jurisdiction of a
court in a case under Title 11 of the United States Code or a receivership,
foreclosure, or similar proceeding in a federal or state court.
14. Each Target Fund will be liquidated promptly after the effective
date of the transfer of its assets to and the assumption of its liabilities by
its corresponding Acquiring Fund.
Based upon the foregoing, it is our opinion that:
A. The Reorganization will constitute "reorganizations" within the
meaning of Section 368(a) of the Code. Each Acquiring Fund and the
corresponding Target Fund will be a "party to a reorganization," within the
meaning of Section 368(b) of the Code, with respect to the Reorganization.
B. Each Target Fund's shareholders will recognize no gain or loss on
their receipt of voting shares of the corresponding Acquiring Fund in exchange
for their voting shares of the Target Fund pursuant to the Reorganization.
C. No Target Fund will recognize gain or loss on the transfer of all
of its assets to the corresponding Acquiring Fund solelyin exchange for voting
shares of the Acquiring Fund and the assumption by the Acquiring Fund of certain
Target Fund liabilities pursuant to the Reorganization.
D. No Target Fund will recognize gain or loss on its distribution of
voting shares of the corresponding Acquiring Fund to its shareholders pursuant
to the liquidation of the Target Fund.
E. No Acquiring Fund will recognize gain or loss on its acquisition
of all of the assets of the corresponding Target Fund solely in exchange for
voting shares of such Acquiring Fund and the assumption by such Acquiring Fund
of the Target Fund's liabilities.
F. The basis of each of the voting shares of an Acquiring Fund
received by the corresponding Target Fund's shareholders pursuant to the
Reorganization will equal the basis of the voting shares of the Target Fund
surrendered in exchange therefor.
G. The holding period of the voting shares of an Acquiring Fund
received by a shareholder of the corresponding Target Fund pursuant to the
Reorganization will include the period that the shareholder held the voting
shares of the Target Fund exchanged therefor, provided that the shareholder held
such shares as a capital asset on the date of the Reorganization.
H. Each Acquiring Fund's basis in the assets of the corresponding
Target Fund received pursuant to the Reorganization will equal the Target Fund's
basis in the assets immediately before the Reorganization.
I. Each Acquiring Fund's holding period in the Target Fund assets
received pursuant to the Reorganization will include the period during which the
corresponding Target Fund held the assets.
J. Each Acquiring Fund will succeed to and take into account the
items of the corresponding Target Fund described in Section 381(c), including
the earnings and profits, or deficit in earnings and profits, of the
corresponding Target Fund as of the date of the Reorganization. Each Acquiring
Fund will take these items into account subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384 and applicable
regulations thereunder.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based on the documents that
we have examined, the additional information that we have obtained, and the
statements of fact set out herein that we have assumed, with your consent, to be
true and correct. Our opinions cannot be relied upon if any of the facts
contained in such documents or in any such additional information is, or later
becomes, inaccurate or if any of the assumed facts set out herein is, or later
becomes, inaccurate. Finally, our opinions are limited to the tax matters
specifically covered thereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of the Reorganization.
Very truly yours,
/s/ Bell, Boyd & Lloyd LLC
BELL, BOYD & LLOYD LLC
