<PAGE>
As filed with the Securities and Exchange Commission on January 5, 2001
Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [_]
Post-Effective Amendment No. __ [_]
(Check appropriate box or boxes)
-----------------------
Exact Name of Registrant as Specified in Charter:
WELLS FARGO FUNDS TRUST
Area Code and Telephone Number: (800) 552-9612
Address of Principal Executive Offices, including Zip Code:
525 Market Street
San Francisco, California 94163
-----------------------
Name and Address of Agent for Service:
C. David Messman
c/o Wells Fargo Bank, N.A.
633 Folsom Street, 7th Floor
San Francisco, California 94107-3600
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
-----------------------
It is proposed that this filing will become automatically effective on
February 5, 2001 pursuant to Rule 488.
No filing fee is required under the Securities Act of 1933 because an
indefinite number of shares of beneficial interest in the Registrant has
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended.
<PAGE>
WELLS FARGO FUNDS TRUST
CROSS-REFERENCE SHEET
Items Required by Form N-14
---------------------------
Letter to Shareholders
----------------------
Notice of Special Meeting
-------------------------
Item No. Prospectus Caption
-------- ------------------
1 Cover Page
Cross-Reference Sheet
Front Cover Page of Combined Prospectus/Proxy Statement
2 Table of Contents
3 Summary
4 Summary
Terms of the Reorganization
Board Consideration of the Reorganization
Material Federal Income Tax and Federal Income Tax Opinions
Existing and Pro Forma Capitalizations
5 Summary
Terms of the Reorganization
6 Summary
Terms of the Reorganization
7 Information on Voting
8 Not Applicable
9 Not Applicable
PART B
------
Statement of Additional
Item No. Information Caption
-------- -----------------------
10 Cover Page
11 Table of Contents
12 Incorporation of Documents by Reference in Statement of Additional
Information
13 Incorporation of Documents by Reference in Statement of Additional
Information
14 Incorporation of Documents by Reference in Statement of Additional
Information Pro-Forma Financial Statements and Schedules
<PAGE>
PART C
------
Item Nos.
---------
15-17 Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C of this Registration
Statement
THE FOLLOWING ITEMS ARE INCORPORATED BY REFERENCE:
(A) From Post-Effective Amendment No. 9 of Wells Fargo Funds Trust, filed
February 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and
Statement of Additional Information dated February 1, 2000, as supplemented
on September 29, 2000, describing the Wells Fargo Growth Fund.
(B) From Post-Effective Amendment No. 15 of Wells Fargo Funds Trust, filed
October 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and
Statement of Additional Information dated October 1, 2000, describing the
Wells Fargo Intermediate Government Income Fund.
(C) From Post-Effective Amendment No. 13 of Wells Fargo Funds Trust, filed
August 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and
Statement of Additional Information dated August 1, 2000, describing the
Wells Fargo Government Money Market Fund.
(D) The audited financial statements and related independent auditors' reports
for the Wells Fargo Growth Fund of Wells Fargo Funds Trust, contained in
the Annual Reports for the fiscal year ended September 30, 2000, as filed
with the SEC on November 30, 2000.
(E) The audited financial statements and related independent auditors' reports
for the Wells Fargo Intermediate Government Income Fund of Wells Fargo
Funds Trust, contained in the Annual Reports for the fiscal year ended May
31, 2000, as filed with the SEC on July 28, 2000.
(F) The audited financial statements and related independent auditors' reports
for the Wells Fargo Government Money Market Fund of Wells Fargo Funds
Trust, contained in the Annual Reports for the fiscal year ended March 31,
2000, as filed with the SEC on May 31, 2000.
(G) From Post-Effective Amendment No. 72 of Coventry Group, filed August 1,
2000 (SEC File No. 333-44964; 811-06526): the Prospectus and Statement of
Additional Information dated August 1, 2000, describing the Brenton Value
Equity Fund, the Brenton Intermediate U.S. Government Securities Fund and
the Brenton U.S. Government Money Market Fund.
(H) The audited financial statements and related independent auditors' reports
for the Brenton Funds of Coventry Group, contained in the Annual Reports
for the fiscal year ended March 31, 2000, as filed with the SEC on May 26,
2000.
<PAGE>
IMPORTANT NOTICE: PLEASE COMPLETE THE ENCLOSED PROXY BALLOT AND RETURN IT AS
SOON AS POSSIBLE.
FOR YOUR CONVENIENCE YOU MAY VOTE BY CALLING THE TOLL-FREE TELEPHONE NUMBER
PRINTED ON YOUR PROXY BALLOT.
YOU ALSO MAY VOTE BY INTERNET AT WWW.PROXYVOTE.COM.
A CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU.
COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219
February [ ], 2001
Dear Valued Shareholder:
We are seeking your approval of a proposed reorganization of the three
Brenton Funds of the Coventry Group into corresponding mutual funds of Wells
Fargo Funds Trust. The proposed reorganization arises out of Wells Fargo &
Company's acquisition of Brenton Banks, Inc. which is the parent company of
the investment advisor to the Brenton Funds. We also are asking you to approve
an interim investment advisory agreement for the Brenton Funds covering the
period from December 1, 2000 until the reorganization occurs.
In the reorganization, each Brenton Fund listed below will transfer all of
its assets and liabilities to the corresponding Fund of the Wells Fargo Funds
Trust, which we refer to as the Wells Fargo Funds. We refer to the Brenton
Funds and the Wells Fargo Funds together as the Funds. The following table
lists the Brenton Funds and the corresponding Wells Fargo Funds that are part
of the proposed reorganization.
<TABLE>
<CAPTION>
Brenton Funds Wells Fargo Funds
-------------------------------------------- ---------------------------------------------
<S> <C>
Value Equity Fund Growth Fund (I Class)
Intermediate U.S. Government Securities Fund Intermediate Government Income Fund (I Class)
U.S. Government Money Market Fund (Class M) Government Money Market Fund (Service Class)
</TABLE>
WHAT ARE SOME OF THE POTENTIAL BENEFITS OF THE PROPOSED REORGANIZATION?
. The broader product array of the Wells Fargo Funds, and the expanded
range of investment options and shareholder services available to
shareholders of the Wells Fargo Funds, consisting of more than 65 mutual
funds.
. The greater breadth, depth and varied expertise of the investment
management personnel employed by the investment advisor and sub-advisors
to the Wells Fargo Funds.
. The potential greater investment opportunities, analyst coverage and
market presence of the Wells Fargo Funds.
<PAGE>
. The potential improved operating efficiencies of the Wells Fargo Funds.
. The enhanced viability of the combined Funds due to larger asset size
and multiple channels of distribution for the Wells Fargo Funds.
Wells Fargo Bank, N.A. has agreed to pay all expenses of the
reorganization, so Brenton Fund shareholders will not bear these costs.
The overall responsibility for management of the Brenton Funds rests with
the Coventry Group's Board of Trustees, which we refer to as the Brenton
Funds' Board. The Brenton Funds' Board has unanimously approved the
reorganization and believes that it is in the best interests of the Brenton
Funds' shareholders. They recommend that you vote your proxy to approve the
reorganization.
WHY IS APPROVAL OF AN INTERIM ADVISORY AGREEMENT NECESSARY?
Wells Fargo & Company's acquisition of Brenton Banks, Inc. on December 1,
2000 resulted in a change of control of Brenton Bank, the advisor to the
Brenton Funds. Under the federal securities laws, Wells Fargo & Company's
acquisition of Brenton Banks, Inc. terminated the former advisory agreement
existing between the Brenton Funds and Brenton Bank. On November 16, 2000, in
anticipation of that event, the Brenton Funds' Board approved a substantially
identical interim advisory agreement between Brenton Bank and each of the
Brenton Funds covering the time period from December 1, 2000 until the closing
of the reorganization. We refer to this agreement as the Interim Advisory
Agreement. The Brenton Funds' Board also recommends that you approve the
Interim Advisory Agreement between Brenton Bank and each of the Brenton Funds.
Wells Fargo & Company has announced its intention to merge Brenton Bank
into Wells Fargo Bank Iowa, N.A. on or about March 23, 2001. Because both
Brenton Bank and Wells Fargo Bank Iowa, N.A. are wholly-owned subsidiaries of
Wells Fargo & Company with common directors and management, under the federal
securities laws this merger is not deemed to be a change in control or
management that would terminate the Interim Advisory Agreement. Accordingly,
although the Brenton Funds' Board will be asked to approve continuing the
Interim Advisory Agreement following this merger, Brenton Fund shareholder
approval of Wells Fargo Bank Iowa, N.A. as advisor is not specifically
required and will not be sought. References in these materials to Brenton Bank
as interim advisor to the Brenton Funds should be interpreted to include Wells
Fargo Bank Iowa, N.A. following this March 2001 merger.
Please read the enclosed proxy materials and consider the information
provided. We encourage you to complete and mail your proxy card promptly. No
postage is necessary if you mail it in the United States. You also may vote by
telephone by calling the toll-free number printed on your proxy ballot, or
vote by Internet (http://www.proxyvote.com). If you have any questions about
the proxy, the proposed fund reorganization, or the Interim Advisory
Agreement, call your trust officer, investment professional, or the Brenton
Funds' Customer Service Center at 1-800-706-3863.
Very truly yours,
Walter B. Grimm
President and Trustee
<PAGE>
VALUE EQUITY FUND
INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
U.S. GOVERNMENT MONEY MARKET FUND (CLASS M SHARES)
The Brenton Funds
3435 Stelzer Road
Columbus, Ohio 43219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR APRIL 6, 2001
This is the formal notice and agenda for the special shareholder meeting of
the three Brenton Funds of the Coventry Group listed above. It tells
shareholders what proposals will be voted on and the time and place of the
meeting. We refer to these three series of Coventry Group as the Brenton Funds
and the three Wells Fargo Funds listed in the attached proxy
statement/prospectus as the Wells Fargo Funds. We refer to all of them
together as the Funds.
To the Shareholders of the Brenton Funds:
A special meeting of shareholders of each of the Brenton Funds will be held
on April 6, 2001, at 2:00 p.m. (Eastern Time) at the offices of BISYS Fund
Services located at 3435 Stelzer Road, Columbus, Ohio 43219 to consider the
following:
1. The proposal to approve an Agreement and Plan of Reorganization. Under
this Agreement, each Brenton Fund will transfer all of its assets and
liabilities to a corresponding Wells Fargo Fund in exchange for
Institutional Class or Service Class shares of the corresponding Wells
Fargo Fund having equal value, which will be distributed proportionately
to the shareholders of the Brenton Fund. Upon completion of the
transactions contemplated by the Agreement and Plan of Reorganization,
the Brenton Funds will no longer exist.
2. A proposal to approve an interim advisory agreement between Brenton Bank
and each of the Brenton Funds covering the time period from December 1,
2000 until the closing of the reorganization.
3. Any other business that properly comes before the meeting.
Shareholders of record as of the close of business on January 22, 2001 are
entitled to vote at the meeting. Whether or not you expect to attend the
meeting, please complete and return the enclosed proxy card (voting
instruction card).
By Order of the Board of Trustees of
Coventry Group on behalf of The
Brenton Funds.
R. Jeffery Young
Chairman and Trustee
February [ ], 2001
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU
ARE ENTITLED TO VOTE.
<PAGE>
Combined Proxy Statement/Prospectus
February [ ], 2001
THE BRENTON FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
WELLS FARGO FUNDS TRUST
P.O. Box 7066
San Francisco, California 94120-7066
WHAT IS THIS DOCUMENT AND WHY WE ARE SENDING IT TO YOU?
This document is a combined proxy statement and prospectus. It contains the
information that shareholders of the Brenton Funds should know before voting
on the proposals before them, and should be retained for future reference. It
is both the proxy statement of the three Brenton Funds listed below, which we
refer to as the Brenton Funds, and a prospectus for the three funds of Wells
Fargo Funds Trust listed below, which we refer to as the Wells Fargo Funds.
<TABLE>
<CAPTION>
BRENTON FUNDS WELLS FARGO FUNDS
-------------------------------------------- --------------------------------------------
<S> <C>
Value Equity Fund Growth Fund (I Class)
Intermediate U.S. Government Securities Fund Intermediate Government Income Fund
(I Class)
U.S. Government Money Market Fund (Class M) Government Money Market Fund (Service Class)
</TABLE>
HOW WILL THE REORGANIZATION WORK?
The reorganization of each Brenton Fund will involve three steps:
. the transfer of the assets and liabilities of the Brenton Fund to its
corresponding Wells Fargo Fund in exchange for shares of the
corresponding Wells Fargo Fund having equivalent value to the net assets
transferred;
. the pro rata distribution of Institutional or Service shares of the
Wells Fargo Fund to the shareholders of record of the Brenton Fund as of
the effective date of the reorganization in full redemption of all
shares of the Brenton Fund; and
. the liquidation and termination of the Brenton Funds.
As a result of the reorganization, shareholders of each Brenton Fund will
hold Institutional Class or Service Class shares of the corresponding Wells
Fargo Fund having the same total value as the shares of the Brenton Fund that
they held immediately before the reorganization. If a majority of the shares
of one of the Brenton Funds does not approve the reorganization, that Fund
will not participate in the reorganization. In such a case, the Brenton Fund
will continue its operations beyond the date of the reorganization and its
Trustees will consider what further action is appropriate.
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?
Yes, additional information about the Funds is available in the:
. Prospectuses for the Brenton Funds and for the Wells Fargo Funds;
. Annual and Semi-Annual Reports to shareholders of the Brenton Funds and
of the Wells Fargo Funds; and
1
<PAGE>
. Statements of Additional Information, or SAIs, for the Brenton Funds and
for the Wells Fargo Funds.
These documents are on file with the Securities and Exchange Commission,
which we refer to as the SEC.
The effective prospectuses and Management's Discussion of Fund Performance
included in the Brenton Funds' Annual Report are legally deemed to be part of
this proxy statement/prospectus. The SAI to this proxy statement/prospectus
also is legally deemed to be part of this document. There also is an Agreement
and Plan of Reorganization between the Brenton Funds and the Wells Fargo Funds
that describes the technical details of how the reorganization will be
accomplished. The Agreement and Plan of Reorganization has been filed with the
SEC and is available by any of the methods described below.
. A prospectus for the Wells Fargo Fund(s) whose shares you would own
after the Reorganization accompanies this statement. The three Wells
Fargo Funds are currently advised by Wells Fargo Funds Management, LLC,
which we refer to as Wells Fargo Funds Management, and were previously
advised by Wells Fargo Bank, N.A., which we refer to as Wells Fargo
Bank. The prospectus and annual report to shareholders of the Brenton
Funds, containing audited financial statements for the most current
fiscal year, have been previously mailed to shareholders.
. Management's Discussion of Fund Performance for each of the Wells Fargo
Funds contained in the most recent Annual Report is included at Exhibit
D.
Copies of all of these documents are available upon request without charge
by writing to or calling:
The Brenton Funds
3435 Stelzer Road
Columbus, Ohio 43219
1-800-706-3863
Wells Fargo Funds
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612
You also may view or obtain these documents from the SEC:
<TABLE>
<C> <S>
In Person: At the SEC's Public Reference Room in Washington, D.C.
By Phone: 1-800-SEC-0330
By Mail: Public Reference Section
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549-6009
(duplicating fee required)
By Email: [email protected]
(duplicating fee required)
By Internet: www.sec.gov
(Wells Fargo Funds Trust; Coventry Group/Brenton Funds)
</TABLE>
2
<PAGE>
OTHER IMPORTANT THINGS TO NOTE:
. An investment in the Wells Fargo Funds is not a deposit in Wells Fargo
Bank or any other bank and is not insured or guaranteed by the FDIC or
any other government agency.
. You may lose money by investing in the Funds.
. The SEC has not approved or disapproved these securities or passed upon
the adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
WHY IS AN INTERIM ADVISORY AGREEMENT NECESSARY?
Wells Fargo & Company's acquisition of Brenton Banks, Inc. on December 1,
2000 resulted in a change of control of Brenton Bank, the advisor to the
Brenton Funds. Under the federal securities laws, Wells Fargo & Company's
acquisition of Brenton Banks, Inc. terminated the former advisory agreement
existing between the Brenton Funds and Brenton Bank. On November 16, 2000, in
anticipation of that event, the Brenton Funds' Board approved a substantially
identical interim advisory agreement between Brenton Bank and each of the
Brenton Funds covering the time period from December 1, 2000 until the closing
of the reorganization. We refer to this agreement as the Interim Advisory
Agreement. The Interim Advisory Agreement approved by the Board is
substantially identical to the agreement that existed between Brenton Bank and
the Brenton Funds before December 1, 2000.
Wells Fargo & Company has announced its intention to merge Brenton Bank
into Wells Fargo Bank Iowa, N.A. on or about March 23, 2001. Because both
Brenton Bank and Wells Fargo Bank Iowa, N.A. are wholly-owned subsidiaries of
Wells Fargo & Company with common directors and management, under the federal
securities laws this merger is not deemed to be a change in control or
management that would terminate the Interim Advisory Agreement. Accordingly,
although the Brenton Funds' Board will be asked to approve continuing the
Interim Advisory Agreement following this merger, Brenton Fund shareholder
approval of Wells Fargo Bank Iowa, N.A. as advisor is not specifically
required and will not be sought. References in these materials to Brenton Bank
as interim advisor to the Brenton Funds should be interpreted to include Wells
Fargo Bank Iowa, N.A. following this 2001 merger.
3
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction............................................................. 5
Proposal 1: Approval of Reorganization of the Brenton Funds.............. 5
Reasons for the Reorganization.......................................... 5
Summary................................................................. 6
Comparison of Current Fees............................................. 6
Comparison of Investment Objectives, Principal Investment Strategies
and Policies.......................................................... 7
Common and Specific Risk Considerations................................ 10
Comparison of Shareholder Services and Procedures...................... 12
Comparison of Investment Advisors and Investment Advisory Fees......... 13
Comparison of Other Principal Service Providers........................ 14
Comparison of Business Structures...................................... 15
Terms of the Reorganization............................................. 15
Board Consideration of the Reorganization............................... 16
Performance............................................................. 18
Material Federal Income Tax Consequences and Federal Tax Opinions....... 18
Fees and Expenses of the Reorganization................................. 20
Proposal 2: Approval of an Interim Investment Advisory Agreement......... 20
Summary................................................................. 20
Terms of the Interim Investment Advisory Agreement...................... 21
Approval by the Board of Trustees....................................... 21
Information on Voting.................................................... 22
Existing and Pro Forma Capitalizations................................... 23
Outstanding Shares....................................................... 24
Interest of Certain Persons in the Transactions.......................... 24
Exhibit A--Fee Tables.................................................... A-1
Exhibit B--Comparison of Investment Objectives, Principal Investment
Strategies and Policies................................................. B-1
Exhibit C--Additional Information about Brenton Bank..................... C-1
Exhibit D--Management's Discussion of Fund Performance for Each of the
Wells Fargo Funds....................................................... D-1
</TABLE>
4
<PAGE>
INTRODUCTION
On December 1, 2000, Wells Fargo & Company, the parent company of Wells
Fargo Bank and Wells Fargo Funds Management, acquired Brenton Banks, Inc., the
parent company of Brenton Bank, the investment advisor to the Brenton Funds.
We refer to this transaction as the Acquisition. The Board of Trustees of
Coventry Group called this special shareholder meeting to allow shareholders
of the Brenton Funds to consider and vote on two proposals arising out of the
Acquisition. We refer to the Board of Trustees of Coventry Group as the
Brenton Funds' Board. The first proposal concerns the proposed reorganization
of three Brenton Funds into corresponding Wells Fargo Funds. We refer to these
reorganizations as the Reorganization. The second proposal concerns the
approval of an interim advisory agreement between each Brenton Fund and
Brenton Bank, which is necessary because of the Acquisition.
PROPOSAL 1: APPROVAL OF REORGANIZATION OF BRENTON FUNDS
On November 16, 2000, the Brenton Funds' Board unanimously voted to approve
the Reorganization, subject to approval by each Brenton Fund's shareholders.
In the Reorganization, each Brenton Fund will transfer its assets to its
corresponding Wells Fargo Fund, which will assume the liabilities of the
Brenton Fund. Upon the transfer of assets, shares of that Wells Fargo Fund
will be distributed to shareholders of that Brenton Fund. Any shares you own
of a Brenton Fund at the time of the Reorganization will be cancelled and you
will receive Institutional Class or Service Class shares of the corresponding
Wells Fargo Fund having a value equal to the value of your shares of the
Brenton Fund. The Reorganization is expected to be a tax-free transaction for
federal income tax purposes. If approved by shareholders, the Reorganization
is expected to occur on or about April 20, 2001.
Reasons for the Reorganization
The Reorganization is part of the plan to consolidate all mutual fund
operations after the Acquisition. Wells Fargo Funds Management currently
operates a fund family consisting of over 65 mutual funds. Consolidating the
Brenton Funds into the larger Wells Fargo Fund family can benefit all Brenton
Fund shareholders.
The Brenton Funds' Board concluded that participation in the proposed
Reorganization is in the best interests of each Brenton Fund and its
shareholders. In reaching that conclusion, the Trustees considered, among
other things:
1. The broader product array of the more than 65 Wells Fargo Fund mutual
funds, and the expanded range of investment options and shareholder
services available to investors in those funds.
2. The greater breadth, depth and varied expertise of the investment
management personnel employed by the investment advisor and sub-
advisors of all of the Wells Fargo Funds.
3. The enhanced viability of the combined Funds due to larger asset size
and multiple channels of distribution for the Wells Fargo Funds.
4. The potential greater investment opportunities, analyst coverage and
market presence of the Wells Fargo Funds into which the Brenton Funds
will be reorganized.
5. The potential for greater operating efficiencies of the Wells Fargo
Funds into which the Brenton Funds will be reorganized.
5
<PAGE>
6. The performance track records of the Wells Fargo Funds into which the
Brenton Funds will be reorganized.
7. The expense ratios of the Wells Fargo Funds as compared to their
corresponding Brenton Funds.
8. The tax-free nature of the Reorganization for federal income tax
purposes.
9. The compatibility of the investment objectives and principal investment
strategies of the Wells Fargo Funds with those of the Brenton Funds.
10. The undertaking by Wells Fargo Bank to bear the expenses of the
Reorganization.
The Brenton Funds' Board also concluded that the economic interests of the
shareholders of the Brenton Funds would not be diluted as a result of the
proposed Reorganization since the number of Wells Fargo Fund shares to be
issued to Brenton Fund shareholders will be calculated based on the respective
net asset value of the Funds. For a more complete discussion of all of the
factors considered by the Brenton Funds' Board in approving the
Reorganization, see pages 5-20.
SUMMARY
The following summary highlights differences between each Brenton Fund and
its corresponding Wells Fargo Fund that you will own after the Reorganization.
This summary is not complete and does not contain all of the information that
you should consider before voting on the Reorganization. For more complete
information, please read this entire document and the enclosed Wells Fargo
Fund prospectus(es).
Comparison of Current Fees
As shown in the following chart, in every case, the Wells Fargo Funds have
total operating expense ratios that are lower than those of the corresponding
share classes of the Brenton Funds, both before and after waivers and
reimbursements.
<TABLE>
<CAPTION>
Total Operating Total Operating
Expenses Before/ Expenses Before/
Brenton Fund/ After Waivers and Wells Fargo Fund/ After Waivers and
Share Class Reimbursements Share Class Reimbursements
-------------------------- ----------------- -------------------------- -----------------
<S> <C> <C> <C>
Value Equity Fund Growth Fund
Single Class 1.65%/1.20% Institutional Class 1.02%/1.00%
Intermediate U.S. Government Securities Fund Intermediate Government Income Fund
Single Class 1.60%/1.01% Institutional Class 0.79%/0.68%
U.S. Government Money Market Fund Government Money Market Fund
Class M 1.56%/0.89% Service Class 0.57%/0.50%
</TABLE>
Another important point to consider is that currently, the actual fees paid
by the Brenton Funds are less than their permitted gross fees because of fee
waivers by certain of the Brenton Funds' service providers, but, with the
exception of a portion of the waiver for the Brenton U.S. Government Money
Market Fund, the waivers are voluntary, which means the waivers and
reimbursements could be rescinded at any time, increasing the total operating
expenses of the Brenton Funds. Currently, the advisor to the Brenton U.S.
Government Money Market Fund is obligated to waive 0.14% of its
6
<PAGE>
advisory fee through March 31, 2001, which means that the net operating
expense ratio for this Fund cannot be increased above 1.42% until after March
31, 2001. In contrast, Wells Fargo Funds Management, as the investment advisor
and administrator to each of the Wells Fargo Funds is contractually obligated
through waivers or reimbursements to maintain the net operating expense ratios
shown in the chart above. Wells Fargo Funds Management is obligated to
maintain the net operating expense ratio for the Growth Fund until at least
February 1, 2002, to maintain the net operating expense ratio for the
Intermediate Government Income Fund until at least October 1, 2001, and to
maintain the net operating expense ratio for the Government Money Market Fund
until at least August 1, 2001. Upon the expiration of the applicable mandatory
waiver period, the net operating expense ratios of each Wells Fargo Fund may
be increased only with the approval of the Wells Fargo Funds' Board of
Trustees. See Exhibit A for a breakdown of the specific fees charged to each
Wells Fargo Fund and Brenton Fund, and more information about expenses.
Comparison of Investment Objectives, Principal Investment Strategies and
Policies
Each Brenton Fund and its corresponding Wells Fargo Fund pursue similar
investment objectives and hold substantially similar securities. As a result,
the proposed Reorganization is not expected to cause significant portfolio
turnover or transaction expenses from the sale of securities that are
incompatible with the investment objective(s) of the acquiring Wells Fargo
Fund. A few key differences do exist, which are summarized here.
The Brenton Funds' investment objective(s) are fundamental, which means
that the Board cannot change them without shareholder approval. The Wells
Fargo Funds' investment objective(s) are classified as non-fundamental, which
means that the Board can change them without shareholder approval. The Wells
Fargo Funds believe that this approach allows the Board to better respond to
changing market conditions and to save the Wells Fargo Funds and their
shareholders money by eliminating the need to solicit proxies to obtain
shareholder approval to change an investment objective to respond to changing
market conditions.
The Wells Fargo Funds and the Brenton Funds have similar "fundamental"
investment policies that can only be changed with shareholder approval and can
restrict a fund's ability to respond to new developments and changing trends.
Investment policies may limit a portfolio manager from investing in a security
that is consistent with the investment objectives and principal investment
strategies of a Fund and otherwise an appropriate investment. Generally, the
Wells Fargo Funds' fundamental investment policies, particularly with respect
to each Fund's ability to borrow money and make loans, are slightly less
restrictive than the Brenton Funds' policies because they were developed with
a view to avoiding restrictions that unnecessarily hamper a portfolio
manager's discretion, and to conforming the investment polices of each of the
Wells Fargo Funds to the flexibility currently allowed by federal and state
law. For both the Brenton Fund family and the Wells Fargo Fund family, the
list of "fundamental" policies is consistent across all funds in the
respective family (with limited exceptions), which greatly facilitates
compliance and monitoring activities.
7
<PAGE>
The following charts compare the investment objective(s) and principal
investment strategies of each Brenton Fund and the corresponding Wells Fargo
Fund, and describes the key differences between the Funds. A more detailed
comparison of the Funds' investment objectives, strategies and other
investment policies can be found at Exhibit B. You can find additional
information about a specific Fund's investment objective(s), principal
investment strategies and investment policies in its prospectus and SAI.
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
----------------------------------------------------------------------------------
<C> <C> <C> <S>
Brenton Value Seeks long-term The Fund invests . The Brenton Value
Equity Fund capital primarily in a Equity Fund invests
appreciation. diversified portfolio primarily in
of large securities of large
capitalization capitalization
companies with strong companies, whereas the
earnings potential and Wells Fargo Growth
strives for high over- Fund may invest in
all return while companies with mid- to
minimizing risk large-capitalizations.
through the selection The Wells Fargo Growth
of quality dividend Fund, however, focuses
paying equity its investment
securities. strategy on larger
capitalization stocks.
----------------------------------------------------------------------------------
Wells Fargo Seeks long-term The Fund invests . Although the
Growth Fund capital primarily in a differences in the
appreciation. diversified portfolio Funds' names suggest
of common stocks and different security
other equity selection criteria,
securities of domestic both Funds have a
and foreign companies, growth component and a
whose market value component as
capitalization falls part of their
within the range of investment strategies.
the Russell 1000 The Brenton Value
Index, which is Equity Fund uses a
considered a mid- to relative value
large-capitalization approach in selecting
index. The Fund looks a portion of its
for companies that securities. The
have a strong earnings portion selected using
growth trend that it this approach may
believes have above- vary, but some portion
average prospects for of the overall
future growth, or that portfolio is always
the Fund's advisor selected using this
believes are approach. In contrast,
undervalued. the Wells Fargo Growth
Fund may invest in
equity securities that
the advisor believes
are undervalued or
have above-average
prospects for growth,
but there is no
requirement that such
Fund always use the
undervalued criteria
to select any portion
of its securities.
. Both Funds can invest
in foreign securities,
however, the Brenton
Value Equity Fund can
only invest up to 10%
of its total assets in
such securities,
whereas the Wells
Fargo Growth Fund can
invest up to 25% of
its assets in such
securities.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
---------------------------------------------------------------------------------
<C> <C> <C> <S>
Brenton Seeks total The Fund invests . There are no material
Intermediate return primarily in U.S. differences between
U.S. consistent with Treasury bills, notes the two Funds because
Government the production and other short-term they invest in
Securities of current obligations issued or similar securities
Fund income and the guaranteed by the U.S. with similar maturity
preservation of Government, its ranges.
capital. agencies or
instrumentalities
("U.S. Government
Obligations") and will
maintain a dollar-
weighted average
maturity of 3 to 10
years. The Fund seeks
total return
consisting of interest
from underlying
securities and capital
appreciation reflected
in unrealized
increases in the value
of portfolio
securities or realized
from the purchase and
sale of securities.
---------------------------------------------------------------------------------
Wells Fargo Seeks current The Fund invests
Intermediate income primarily in fixed and
Government consistent with variable rate U.S.
Income Fund safety of Government
principal. Obligations. Under
normal circumstances,
the Fund invests at
least 65% of its
assets in U.S.
Government Obligations
and may invest up to
35% of its total
assets in debt
securities that are
not U.S. Government
obligations. The Fund
has a target average
portfolio duration in
a range based on the
average duration of 5-
year U.S. Treasury
securities, which
generally ranges from
4 to 10 years.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES
---------------------------------------------------------------------------------
<C> <C> <C> <S>
Brenton U.S. Seeks current The Fund invests in . There are no material
Government income short-term U.S. differences between
Money Market consistent with Government Obligations the two Funds because
Fund maintaining which have remaining they invest in
liquidity and maturities of 397 similar securities
stability of calendar days with similar maturity
principal. (thirteen months) or ranges.
less. The Fund may
also invest in master
demand notes and
repurchase agreements
with respect to U.S.
Government
Obligations. The
dollar-weighted
average maturity of
the obligations held
by the Fund will not
exceed 90 days.
---------------------------------------------------------------------------------
Wells Fargo Seeks high The Fund invests in
Government current income, principally in U.S.
Money Market while preserving Government Obligations
Fund capital and or repurchase
liquidity. agreements
collateralized by U.S.
Government
Obligations. Under
normal market
conditions, the Fund
invests at least 65%
of its total assets in
such securities. The
Fund maintains at
least 80% of its
portfolio in high-
quality, short-term
obligations of
domestic and foreign
issuers. The dollar-
weighted average
maturity of the
obligations held by
the Fund will not
exceed 90 days.
</TABLE>
Common and Specific Risk Considerations
Because of the similarities in investment objectives and policies, the
Brenton Funds and the Wells Fargo Funds are subject to substantially similar
investment risks. The following discussion describes the principal risks that
may affect the Funds' portfolios as a whole, and compares the principal risks
associated with each Brenton Fund and its corresponding Wells Fargo Fund. You
will find additional descriptions of specific risks for each Fund below and in
the prospectus for the particular Brenton Fund or Wells Fargo Fund.
Equity Securities. Funds that invest in equity securities are subject to
equity market risk. This is the risk that stock prices will fluctuate and can
decline and reduce the value of a Fund's portfolio. Certain types of stock and
certain individual stocks selected for a Fund's portfolio may underperform or
decline in value more than the overall market. Funds that invest in foreign
companies (including
10
<PAGE>
investments made through ADRs and similar instruments), and in emerging
markets are subject to additional risks, including less liquidity and greater
price volatility. A Fund's investments in foreign companies and emerging
markets are also subject to special risks associated with international
investing, including currency, economic, political, regulatory and diplomatic
risks.
Debt Securities. Funds that invest in debt securities, such as notes and
bonds, are subject to credit risk and interest rate risk. Credit risk is the
possibility that an issuer of an instrument will be unable to make interest
payments or repay principal when due. Changes in the financial strength of an
issuer or changes in the credit rating of a security may affect its value.
Interest rate risk is the risk that interest rates may increase, which will
reduce the resale value of securities in a Fund's portfolio investments,
including U.S. Government obligations. Debt securities with longer maturities
are generally more sensitive to interest rate changes than those with shorter
maturities. Changes in market interest rates do not affect the rate payable on
debt securities held in a Fund, unless the securities have adjustable or
variable rate features, which can reduce the effect of interest rate changes
on the value of those securities. Changes in market interest rates may also
extend or shorten the duration of certain types of instruments, such as asset-
backed securities, and affect their value and the return on your investment.
Mortgage- and Asset-Backed Securities. Funds that invest in mortgage- and
asset-backed securities are subject to additional risks besides interest rate
and credit risk. Mortgage-backed securities may not be guaranteed by the U.S.
Treasury. Mortgage and asset-backed securities are subject to prepayment
acceleration and extension risk, either of which can reduce the rate of return
on a portfolio. Asset-backed securities also are subject to the risk of
default on the underlying assets, particularly during periods of economic
downturn.
Brenton Value Equity Fund/Wells Fargo Growth Fund
The principal risks associated with investing in the Brenton Value Equity
Fund and the Wells Fargo Growth Fund are the risks associated with investments
in equity securities as described above. Both the Brenton Value Equity Fund
and the Wells Fargo Growth Fund may invest in foreign securities and thus, to
the extent that they invest in such securities, may be subject to additional
risks associated with foreign investments, including fluctuating currency
rates and risks emanating from political and economic developments in foreign
countries. Because the Wells Fargo Growth Fund may invest a larger portion of
its assets in foreign securities (25% limit) than the Brenton Value Equity
Fund (10% limit), it may be subject to a greater degree of foreign investment
risk if it invests a larger percentage of its assets in foreign securities
than the Brenton Value Equity Fund.
Brenton Intermediate U.S. Government Securities Fund/Wells Fargo Intermediate
Income Fund
Both Funds invest in similar securities and have similar risks. The
principal risks of investing in the Brenton Intermediate U.S. Government
Securities Fund and the Wells Fargo Intermediate Government Income Fund are
the risks associated with debt securities and mortgage- and asset-backed
securities described above. The Brenton Intermediate U.S. Government
Securities Fund maintains a dollar-weighted average maturity of 3 to 10 years,
whereas the Wells Fargo Intermediate Government Income Fund targets a certain
duration which generally results in a dollar-weighted average maturity from 4
to 10 years. As of December 31, 2000, the Wells Fargo Intermediate Government
Income Fund had a dollar-weighted maturity of approximately 8.5 years, whereas
the Brenton Intermediate U.S. Government Securities Fund, had a dollar-
weighted maturity of 6.0 years. The interest rate risk of
11
<PAGE>
each Fund relative to the other is, in part, a reflection of the relative
maturity of their portfolios. In general, the Fund with the longer weighted
average maturity at any point in time is exposed to greater interest rate
risk, but has a higher potential return.
Brenton U.S. Government Money Market Fund/Wells Government Money Market Fund
Both Funds are subject to the same principal risks. Both Funds seek to
preserve the value of shareholders' investments by maintaining a stable net
asset value of $1.00 per share, however, there is no guarantee that either
Fund will be able to do so. Both Funds also are subject to the risks
associated with debt securities. Last, because both Funds maintain portfolios
with securities of short duration, each is subject to less interest rate risk
than funds with portfolios of longer maturity duration. However, short-term
Funds like the Brenton U.S. Government Money Market Fund and the Wells Fargo
Government Money Market Fund generally do not earn as high a level of income
as funds that invest in longer-term instruments.
Comparison of Shareholder Services and Procedures
The Brenton Funds and Wells Fargo Funds have similar shareholder services
and procedures. The Wells Fargo Funds, however, have a larger variety of share
classes available to investors. The Brenton Funds offer one share class for
the Value Equity Fund and the Intermediate U.S. Government Securities Fund.
The Brenton U.S. Government Money Market Fund is available in Class M and
Class S shares. The Wells Fargo Funds offer three retail classes, Class A,
Class B and Class C shares. Also, the Wells Fargo Funds offer Institutional
Class and Service Class shares of certain Funds, and Online shares of two
Funds.
The Brenton Funds' Value Equity Fund and Intermediate U.S. Government
Securities Funds shares have a front-end load or sales charge. This front-end
load is waived for certain investors, including trust clients of Brenton Bank.
All Brenton Value Equity Fund and Intermediate U.S. Government Securities Fund
shareholders will receive shares of the Institutional Class of the
corresponding Wells Fargo Fund. Shareholders of the Brenton U.S. Government
Money Market Fund shares will receive Service Class shares of the Wells Fargo
Government Money Market Fund. The Wells Fargo Funds do not charge a sales load
on Institutional Class or Service Class shares. All former shareholders of the
Brenton Value Equity Fund and the Brenton Intermediate U.S. Government
Securities Fund will be permitted to make additional investments in
Institutional Class shares of any Fund in the Wells Fargo Fund family that
offers Institutional Class shares whether or not they would otherwise qualify.
Similarly, all shareholders of the Brenton U.S. Government Money Market Fund
will be permitted to make additional investments in Service Class shares of
any Fund in the Wells Fargo Fund family that offers Service Class shares
whether or not they would otherwise qualify. Therefore, a retail shareholder
who currently pays a sales charge may not need to pay a sales charge when
purchasing Wells Fargo Fund shares after the merger. For more detailed
information on sales charges, including volume purchase sales charge
breakpoints and waivers, and reductions of deferred sales charges over time,
see the Funds' prospectuses. The Reorganization will not trigger any sales
charges for shareholders.
Each Brenton Fund has adopted a distribution plan that allows the Fund to
pay distribution and service fees for the sale and distribution of its shares.
Similarly, some share classes of the Wells Fargo Funds have adopted a
distribution plan and shareholder servicing plan to permit the Funds to pay
for shareholder servicing and distribution-related services. The classes of
the Wells Fargo Funds impacted by this reorganization (the Wells Fargo Growth
Fund, the Wells Fargo Intermediate Government
12
<PAGE>
Income Fund and the Wells Fargo Government Money Market Fund) do not charge
distribution fees or shareholder servicing fees. The Brenton Value Equity
Fund, Intermediate U.S. Government Securities Fund and U.S. Government Money
Market Fund Class M shares, each have a distribution fee of 0.50%. The Brenton
Funds have no shareholder servicing fee.
The Brenton Funds and Wells Fargo Funds have substantially similar policies
with respect to redemption procedures and the pricing of fund shares. The
Wells Fargo Funds and Brenton Funds generally permit exchanges between like
share classes of all their funds. For both the Brenton Funds and the Wells
Fargo Funds, an exchange of fund shares generally is taxable for federal
income tax purposes. Both the Brenton Funds and the Wells Fargo Funds permit
systematic withdrawals from their respective funds. If you have a systematic
withdrawal plan in effect for your Brenton Fund holdings, it will
automatically be carried over to the Wells Fargo Funds.
Both the Brenton Funds and the Wells Fargo Funds distribute capital gains,
if any, to shareholders at least annually. The Brenton Funds and Wells Fargo
Funds that invest primarily in equity securities declare and pay distributions
of net investment income on a different frequency. The chart below summarizes
when distributions are declared and paid for the Brenton Funds and the Wells
Fargo Funds.
<TABLE>
<CAPTION>
Name of Fund Frequency Declared Frequency Paid
------------------------------------------ ------------------ --------------
<S> <C> <C>
Brenton Value Equity Fund quarterly quarterly
Wells Fargo Growth Fund annually annually
Brenton Intermediate U.S. Government
Securities Fund monthly monthly
Wells Fargo Intermediate Government Income
Fund monthly monthly
Brenton U.S. Government Money Market Fund daily monthly
Wells Fargo Government Money Market Fund daily monthly
</TABLE>
Both the Brenton Funds and the Wells Fargo Funds offer a choice between
automatically reinvesting dividends in additional shares and receiving the
distribution by check.
The Brenton Funds' prospectus and the Wells Fargo Funds' prospectuses and
SAIs contain more detailed discussions of shareholder services and procedures.
Comparison of Investment Advisors and Investment Advisory Fees
Wells Fargo Funds Management serves as the investment advisor to the Wells
Fargo Growth, Intermediate Government Income and Government Money Market
Funds. Wells Fargo Funds Management is located at 525 Market Street, San
Francisco, CA 94105. Wells Fargo Bank, which advised the Wells Fargo Funds
prior to the February 1, 2001 spin-off of Wells Fargo Funds Management, was
founded in 1852 and is the oldest bank in the western United States and one of
the largest banks in the United States. Wells Fargo Bank and Wells Fargo Funds
Management are wholly-owned subsidiaries of Wells Fargo & Company, a national
bank holding company. As of December 31, 2000, Wells Fargo Bank and its
affiliates provided advisory services for over $129 billion in assets. Brenton
Bank, which is now an indirect wholly-owned subsidiary of Wells Fargo &
Company, is currently the investment advisor to each of the Brenton Funds.
13
<PAGE>
The following chart highlights the annual rate of investment advisory fees
paid by each Brenton Fund and Wells Fargo Fund as a percentage of average net
assets.
<TABLE>
<CAPTION>
Advisory Fee
Fund (Contractual)
---------------------------------------------------- --------------------
<S> <C> <C>
Brenton Value Equity Fund 0-$25 million 0.74%
> $25 million 0.60%
Wells Fargo Growth Fund 0.75%
Brenton Intermediate U.S. Government Securities Fund 0-$25 million 0.50%
> $25 million 0.30%
Wells Fargo Intermediate Government Income Fund 0.50%
Brenton U.S. Government Money Market Fund 0-$250 million 0.40%
> $250 million 0.30%
Wells Fargo Government Money Market Fund 0.35%
</TABLE>
Wells Capital Management Incorporated, or WCM, a wholly owned subsidiary of
Wells Fargo Bank, is the sub-advisor for each of the Wells Fargo Funds. As of
December 31, 2000, WCM provided advisory services for over $86 billion in
assets. The Brenton Funds have no sub-advisor.
Comparison of Other Principal Service Providers
The following is a list of principal service providers for the Brenton
Funds and the Wells Fargo Funds:
<TABLE>
<CAPTION>
Service Providers
--------------------------------------------------------
Service Brenton Funds Wells Fargo Funds
-----------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisor Brenton Bank Wells Fargo Funds Management
2840 Ingersoll 525 Market Street
Des Moines, Iowa 50312 San Francisco, CA 94120
-----------------------------------------------------------------------------------
Sub-advisor None WCM
525 Market Street
San Francisco, CA 94120
-----------------------------------------------------------------------------------
Distributor BISYS Fund Services Stephens Inc.
Limited Partnership 111 Center Street
3435 Stelzer Road Little Rock, AR 72201
Columbus, Ohio 43219
-----------------------------------------------------------------------------------
Administrator BISYS Fund Services Wells Fargo Funds Management
Ohio, Inc.
-----------------------------------------------------------------------------------
Custodian Brenton Bank Wells Fargo Bank Minnesota, N.A.
-----------------------------------------------------------------------------------
Fund Accountant BISYS Fund Services Forum Accounting Services, LLC
Ohio, Inc.
-----------------------------------------------------------------------------------
Transfer Agent and BISYS Fund Services Boston Financial Data Services, Inc.
Dividend Disbursing Ohio, Inc.
Agent
-----------------------------------------------------------------------------------
Independent Auditors Ernst & Young LLP KPMG LLP
</TABLE>
14
<PAGE>
Comparison of Business Structures
Federal securities laws largely govern the way mutual funds operate, but
they do not cover every aspect of a fund's existence and operation. State law
and each Fund's governing documents create additional operating rules and
restrictions that funds must follow. The Brenton Funds are organized as series
of a Massachusetts business trust, whereas the Wells Fargo Funds are series of
a Delaware business trust. This difference will not significantly affect the
operation of your Fund or change the responsibilities, powers or the fiduciary
duty of the Wells Fargo Funds' Board of Trustees.
Under both Delaware and Massachusetts law, shareholders have the right to
vote on matters as specified in the Trust Instrument or Declaration of Trust.
The Wells Fargo Funds' Declaration of Trust requires shareholder approval of a
matter only if required under the federal securities laws or if the Board
decides to submit the matter to shareholders. Accordingly, Wells Fargo Fund
shareholders may have more limited voting rights than the shareholders of the
Brenton Funds. In this regard, the Coventry Group's Declaration of Trust
permits shareholders to vote on amendments to the Trust Instrument that would
adversely affect shareholders' rights. The Wells Fargo Funds' Declaration of
Trust permits the Board of Trustees to amend it without shareholder approval
unless the federal securities laws expressly require it. Similarly, the
Coventry Group's Declaration of Trust gives shareholders the express right to
vote on certain mergers and reorganizations, and requires the affirmative vote
of a majority of the outstanding shares. Wells Fargo Fund shareholders have
the right to vote for reorganizations only if expressly required under the
federal securities laws.
Terms of the Reorganization
At the effective time of the Reorganization, each Wells Fargo Fund will
acquire all of the assets, and assume all of the liabilities, of the
corresponding Brenton Fund shown in the table below in exchange for shares of
the corresponding class of the Wells Fargo Fund.
<TABLE>
<CAPTION>
Brenton Funds Wells Fargo Funds
-------------------------------------------- --------------------------------------------
<S> <C>
Value Equity Fund Growth Fund (I Class)
Intermediate U.S. Government Securities Fund Intermediate Government Income (I Class)
U.S. Government Money Market (Class M) Government Money Market Fund (Service Class)
</TABLE>
Each Wells Fargo Fund will issue the number of full and fractional shares
determined by dividing the net value of all the assets of each respective
Brenton Fund by the net asset value of one share of the Wells Fargo Fund. The
Agreement and Plan of Reorganization, copies of which are available upon
request, provides the time for and method of determining the net value of the
Brenton Funds' assets and the net asset value of a share of the Wells Fargo
Funds. To determine the valuation of the assets transferred by each Brenton
Fund and the number of shares of each Wells Fargo Fund to be transferred, the
parties will use the standard valuation methods used by the Wells Fargo Funds
in determining daily net asset values, which do not differ materially from the
standard methods used by the Brenton Funds. The valuation will occur on the
closing date of the Reorganization, which is expected to be on or about April
20, 2001, and will be done at the time of day the Brenton Funds and Wells
Fargo Funds ordinarily calculate their net asset value.
Each Brenton Fund will distribute the Wells Fargo Fund shares received in
the Reorganization to its shareholders in liquidation of the Brenton Fund.
Through this process, shareholders of record of each Brenton Fund will be
credited with shares of the corresponding Wells Fargo Fund having a value
15
<PAGE>
equal to the Brenton Fund shares that the shareholders hold of record at the
effective time of the Reorganization. At that time, each Brenton Fund will
redeem and cancel its outstanding shares and will wind-up its affairs and
terminate as soon as is reasonably practicable after the Reorganization.
The parties may terminate the Reorganization plan by mutual consent and
each party has the right to unilaterally terminate the Reorganization plan
under certain circumstances. Completion of the Reorganization is subject to
numerous conditions set forth in the Reorganization plan. An important
condition to closing is that the Brenton Funds and Wells Fargo Funds receive a
tax opinion to the effect that the Reorganization will not be taxable for
federal income tax purposes for the Brenton Funds, the Wells Fargo Funds or
the Brenton Funds' shareholders. Other material conditions include the receipt
of legal opinions regarding the Brenton Funds, the Wells Fargo Funds and the
Reorganization. Last, the closing is conditioned upon both the Brenton Funds
and Wells Fargo Funds receiving the necessary documents to transfer the assets
and liabilities of each Brenton Fund to its corresponding Wells Fargo Fund,
and to transfer the Wells Fargo Fund shares back to its corresponding Brenton
Fund in exchange for the assets received.
Board Consideration of the Reorganization
The Trustees of the Brenton Funds were first advised of the proposed
Reorganization of the Brenton Funds into the Wells Fargo Funds at the regular
quarterly meeting of the Trustees held on August 16, 2000. During this meeting
the Brenton Funds' Board requested additional written materials concerning the
Wells Fargo Funds and the proposed Reorganization to be presented at the
scheduled November 16, 2000 meeting.
As requested at the November 16, 2000, regular quarterly meeting of the
Trustees, Wells Fargo and Brenton Bank provided additional written materials
on the proposed Reorganization to the Brenton Funds' Board. Those materials
included information on the investment objectives and the strategies of the
Wells Fargo Funds, comparative operating expense ratio and performance
information, a description of the service providers and marketing plans for
the Wells Fargo Funds, and an analysis of the projected benefits to Brenton
Fund shareholders from the proposed Reorganization. After discussing and
considering these materials, the Brenton Funds' Board unanimously approved the
Reorganization plan and determined that the Reorganization of the Brenton
Funds into the Wells Fargo Funds would be in the best interests of each
Brenton Fund and its shareholders. The Brenton Funds' Board further determined
that the interests of existing shareholders of each Fund would not be diluted
upon the Reorganization. Consequently, the Brenton Funds' Board unanimously
recommends approval of the Reorganization for the following reasons:
. GREATER PRODUCT ARRAY AND ENHANCED RANGE OF INVESTMENT OPTIONS
Investors in the Wells Fargo Funds family enjoy a wide array of investment
options and strategies. The Wells Fargo Funds family consists of more than 65
mutual funds, including over 20 different equity funds, 12 asset allocation
and balanced funds, 11 tax-free funds, 8 income funds and 14 money market
funds. Currently, the Brenton Funds family has three funds, of which one is an
equity fund, one is a government securities income fund and one is a
government money market fund.
This broader range of investment options will permit an investor in the
Wells Fargo Funds family to diversify his or her investments and to
participate in investment styles currently prevalent in the market.
Shareholders are free, with a few exceptions, to make exchanges across the
entire spectrum of
16
<PAGE>
Wells Fargo Funds. The Wells Fargo Funds family also employs seven different
sub-advisors to provide specialized expertise with respect to certain
investment styles and market segments, including international, index, small
cap, mid cap and large cap styles and domestic and foreign technology
companies. Thus, if the Reorganization is approved, you will have increased
investment options and greater flexibility to change investments.
. TAX-FREE CONVERSION OF BRENTON FUND SHARES
If you were to redeem your investment in the Brenton Funds to invest in the
Wells Fargo Funds or another investment product, you generally would recognize
gain or loss for federal income tax purposes upon the redemption of the
shares. By contrast, it is intended that the proposed Reorganization of the
Brenton Funds will result in your investment being transferred to the
corresponding Wells Fargo Fund without recognition of gain or loss for federal
income tax purposes. Based on the conclusion that the Reorganization is not
taxable, after the Reorganization you will have the same basis and holding
period for your Wells Fargo Fund shares as you had for your Brenton Fund
shares for federal income tax purposes. As a shareholder of an open-end fund,
you will continue to have the right to redeem any or all of your shares at net
asset value at any time. At that time, you generally would recognize a gain or
loss for federal income tax purposes.
. MARKET PRESENCE
The Reorganization has the potential for the former shareholders of the
Brenton Funds to achieve greater investment leverage and market presence. As
of November 31, 2000, the Wells Fargo Fund family had approximately $67
billion in assets, and was the 24th largest mutual fund family in the United
States. Fund investment opportunities for a mutual fund or a fund family tend
to increase as fund or fund family assets increase by giving fund portfolio
managers broader investment opportunities and lower trading costs.
. IMPROVED OPERATING EFFICIENCIES
The Wells Fargo Funds have the potential to operate more efficiently than
the Brenton Funds by, among other things, having a larger group of funds with
greater assets, thereby reducing certain fixed costs as a percentage of fund
assets, such as legal, compliance and the board of trustee expenses. The
Reorganization also has the potential to achieve efficiencies by eliminating
the need for two sets of service providers, compliance systems and boards of
trustees.
. ENHANCED VIABILITY
The combined Brenton and Wells Fargo Funds will be more viable due to the
larger asset size and the multiple channels of distribution. Shares of the
Wells Fargo Funds are sold through 32 organizations affiliated with Wells
Fargo & Company and through 288 third-party organizations. As a result of
those relationships, sales of new shares of the Wells Fargo Funds are
significantly higher than sales of new shares of the Brenton Funds. The
multiple distribution channels available to the Wells Fargo Funds should
enhance the market presence and facilitate the operating efficiencies
described above.
. COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES
As discussed in the section entitled "Comparison of Investment Objectives,
Principal Investment Strategies and Policies," each Wells Fargo Fund and
Brenton Fund have compatible investment objectives and strategies, although
the phrasing of the investment objective(s) differ slightly. As a result, the
proposed Reorganization is not expected to cause significant portfolio
turnover
17
<PAGE>
or transaction expenses from the sale of securities that are incompatible with
the investment objective(s) of the Wells Fargo Fund. It also is not expected
to significantly alter the risk/potential return profile of any shareholder's
investment.
. EXPENSES OF THE REORGANIZATION
Well Fargo Bank has agreed to pay all of the expenses of the Reorganization
so shareholders of the Brenton Funds and Wells Fargo Funds will not bear these
costs.
Performance
The following table shows the average annual total returns of the Brenton
Funds and Wells Fargo Funds for 1, 5 and 10 years (or, if less, since
inception). For more information regarding the total returns of each of the
Funds, see the "Financial Highlights" in the Wells Fargo Funds' prospectuses
accompanying this statement or your Brenton Fund prospectus. Of course, past
performance does not predict future results. All returns reflect the effect of
fee waivers. Without these fee waivers the average annual total returns for
the Funds would have been lower. Total returns presented do not include the
impact of sales charges.
<TABLE>
<CAPTION>
Average Annual Total Return
As of September 30, 2000
(Inception date of fund) 1 Year 5 Years 10 Years Since Inception
------------------------------------- ------ ------- -------- ---------------
<S> <C> <C> <C> <C>
Brenton Value Equity Fund (8/9/94) 13.23% 17.97% N/A 18.64%/1/
Wells Fargo Growth Fund
(Institutional Class)/2/ 14.55% 18.12% 16.34% N/A
Brenton Intermediate U.S. Government
Securities Fund (8/9/94) 5.16% 5.05% N/A 5.63%/1/
Wells Fargo Intermediate Government
Income Fund (Institutional Class)/3/ 6.18% 5.78% 6.50% N/A
Brenton U.S. Government Money Market
Fund (8/9/94) 5.24% 4.78% N/A 4.79%
Wells Fargo Government Money Market
Fund (Service Class) 5.67% 5.62% 4.78% N/A
</TABLE>
--------
/1/ The performance history is from inception date, which is next to the
fund's name, because the fund is not old enough to have a 10-year history.
/2/ The Institutional Class shares of the Wells Fargo Growth Fund commenced
operations on September 6, 1996. Performance shown for periods prior to
the inception of the Institutional Class shares of the Fund reflects the
performance of the Class A shares (which commenced operations on August 2,
1990) adjusted to reflect the fees and expenses of the Institutional Class
shares.
/3/ The Institutional Class shares of the Wells Fargo Intermediate Government
Income Fund commenced operations on November 11, 1994. Performance shown
for periods prior to the inception of the Institutional Class shares of
the Fund reflects the performance of the predecessor collective investment
fund, adjusted to reflect the fees and expenses of the Institutional
Class. The collective investment fund was not a registered mutual fund and
was not subject to certain investment limitations and other restrictions
which, if applicable, may have adversely affected performance.
Material Federal Income Tax Consequences and Federal Income Tax Opinions
The following discussion summarizes the material federal income tax
consequences of the Reorganization that are applicable to Brenton Fund
shareholders. It is based on the Internal Revenue Code, applicable Treasury
Regulations, judicial authority, and administrative rulings and practice, all
18
<PAGE>
as of the date of this proxy statement/prospectus and all of which are subject
to change, including changes with retroactive effect. The discussion below
does not address any state, local or foreign tax consequences of the
Reorganization. A Brenton Fund shareholder's tax treatment may vary depending
upon his or her particular situation.
Neither the Brenton Funds nor the Wells Fargo Funds has requested or will
request an advance ruling from the Internal Revenue Service (the "IRS") as to
the federal income tax consequences of the Reorganization or any related
transaction. The IRS could adopt positions contrary to that discussed below
and such positions could be sustained. Brenton Fund shareholders are urged to
consult with their own tax advisors and financial planners as to the
particular tax consequences of the merger to the Brenton Fund shareholder,
including the applicability and effect of any state, local or foreign laws,
and the effect of possible changes in applicable tax laws.
The obligation of the Brenton Funds and the Wells Fargo Funds to consummate
the Reorganization is conditioned upon the receipt of an opinion of counsel
substantially to the effect that, on the basis of the representations set
forth or referred to in the opinion, the Reorganization with respect to each
Brenton Fund and the corresponding Wells Fargo Fund will be treated for
federal income tax purposes as a tax-free reorganization under Section 368(a)
of the Internal Revenue Code and that a Brenton Fund and corresponding Wells
Fargo Fund will each be a party to a reorganization within the meaning of
Section 368(b) of the Internal Revenue Code. Provided that the Reorganization
so qualifies and a Brenton Fund and the corresponding Wells Fargo Fund are so
treated:
. Neither a Brenton Fund nor the corresponding Wells Fargo Fund will
recognize any gain or loss as a result of the Reorganization.
. A Brenton Fund shareholder will not recognize any gain or loss as a
result of the receipt of Wells Fargo Fund shares in exchange for such
shareholder's Wells Fargo Fund shares pursuant to the Reorganization.
. A Brenton Fund shareholder's aggregate tax basis in Wells Fargo Fund
shares received pursuant to the Reorganization will equal such
shareholder's aggregate tax basis in Brenton Fund shares held
immediately before the Reorganization.
. A Brenton Fund shareholder's holding period for the Wells Fargo Fund
shares received pursuant to the Reorganization will include the period
during which the Brenton Fund shares have been held.
The tax opinion described above will be based upon facts, representations
and assumptions to be set forth or referred to in the opinion and the
continued accuracy and completeness of representations made by the Brenton
Funds and the Wells Fargo Funds, including representations in certificates to
be delivered by the management of each of the Brenton Funds and Wells Fargo
Funds, which if incorrect in any material respect would jeopardize the
conclusions reached in the opinion.
Regardless of whether the acquisition of the assets and liabilities of a
Brenton Fund by a corresponding Wells Fargo Fund qualifies as a tax free
reorganization as described above, the sale of securities by a Brenton Fund
prior to the Reorganization, whether in the ordinary course of business or in
anticipation of the Reorganization, is expected to result in a taxable
distribution to the Brenton Funds' shareholders.
Since its formation, each of the Brenton Funds and Wells Fargo Funds
believes it has qualified as a separate "regulated investment company" under
the Internal Revenue Code. Accordingly, each of
19
<PAGE>
the Brenton Funds and Wells Fargo Funds believes it has been, and expects to
continue to be, relieved of federal income tax liability to the extent it
makes distributions of its taxable income and gains to its shareholders.
Fees and Expenses of the Reorganization
All fees and expenses, including accounting expenses, legal expenses, proxy
expenses, portfolio transfer taxes (if any) or other similar expenses incurred
in connection with the completion of the Reorganization will be paid by Wells
Fargo Bank.
PROPOSAL 2: APPROVAL OF INTERIM INVESTMENT ADVISORY AGREEMENT
Summary
At the meeting, shareholders also will be asked to consider and vote on an
interim advisory agreement between Brenton Bank and each Brenton Fund covering
the period from December 1, 2000 until the closing of the Reorganization. We
refer to this agreement as the Interim Advisory Agreement. If the shareholders
of any Brenton Fund do not approve the Reorganization, the Interim Advisory
Agreement will not terminate with respect to that Fund.
On December 1, 2000, Brenton Banks, Inc., the parent company of Brenton
Bank, was acquired by Wells Fargo & Company in the Acquisition. Under the
federal securities laws, the Acquisition terminated the existing advisory
agreement between Brenton Bank and each Brenton Fund. Generally, an advisory
agreement must be approved by a majority of the outstanding shares of a fund
(as defined under the federal securities laws). However, there is an SEC rule
that permits a fund board to approve an interim advisory agreement in
anticipation of a transaction that will terminate an existing advisory
agreement, provided that certain conditions are met. One of the conditions is
that all fees must be paid into an escrow account, and that the proceeds of
such account will be paid to the advisor if shareholders approve the interim
agreement within 150 days of the termination of the previous agreement.
In anticipation of the termination of the advisory agreement between each
Brenton Fund and Brenton Bank, the Brenton Funds' Board approved an Interim
Advisory Agreement between Brenton Bank and each Brenton Fund. The terms of
the Interim Advisory Agreement with each Brenton Fund are substantially
identical to the terms of the advisory agreement dated August 8, 1994 between
Brenton Bank and each Brenton Fund that was in effect immediately before the
Acquisition and approved by each Brenton Fund's initial shareholder on August
8, 1994. We refer to the advisory agreement in effect between Brenton Bank and
each Brenton Fund as the Prior Advisory Agreement. The Brenton Funds' Board
most recently reapproved the Prior Advisory Agreement at a meeting on February
17, 2000. The only differences between the Interim Advisory Agreement and the
Prior Advisory Agreement are those differences mandated by the SEC rule
permitting interim advisory arrangements and the dates in the agreements. The
differences between the agreements relates to the term of the agreements and a
provision in the Interim Advisory Agreement permitting the Brenton Funds'
Board or shareholders of a Brenton Fund to terminate the interim agreement on
ten days' notice. Thus, unless otherwise specified, a description of the Prior
Advisory Agreement also describes the Interim Advisory Agreement. The material
provisions of the Prior Advisory Agreement are described below in the section
entitled "Terms of the Interim Advisory Agreement and the Prior Advisory
Agreement."
20
<PAGE>
At the time of the Reorganization, each Well Fargo Fund will have an
existing advisory agreement with Wells Fargo Funds Management. Thus, each
Brenton Fund needs an Interim Advisory Agreement to cover only the period from
December 1, 2000 through the closing date of the Reorganization. Accordingly,
shareholders of each Brenton Fund are being asked to approve an Interim
Advisory Agreement between the Brenton Fund and Brenton Bank, the current
advisor to each Brenton Fund.
Terms of the Interim Advisory Agreement and the Prior Advisory Agreement
The Prior Advisory Agreement provided that in exchange for providing
advisory services, Brenton Bank was entitled to receive fees based on the
average daily assets of each Brenton Fund. The chart below details the
advisory fees payable under the Prior Advisory Agreement.
<TABLE>
<CAPTION>
Net Assets under
Management as of
Name of Fund December 31, 2000 Break Point Advisory Fee
----------------------------------------- ----------------- -------------- ------------
<S> <C> <C> <C>
Brenton Equity Value Fund $49,257,778 0-$25 million 0.74%
> $25 million 0.60%
Brenton Intermediate U.S. Government $23,369,871 0-$25 million 0.50%
Securities Fund > $25 million 0.30%
Brenton U.S. Government Money Market Fund $39,455,859 0-$250 million 0.40%
> $250 million 0.30%
</TABLE>
As stated before, under the Interim Advisory Agreement, the contractual
advisory fees are the same as those under the Prior Advisory Agreement and
listed in the chart above.
Brenton Bank also serves as custodian to the Brenton Funds. The Brenton
Funds made payments to Brenton Bank for providing custody services for the
last fiscal year in the amounts specified in the chart below.
<TABLE>
<CAPTION>
Name of Fund Aggregate Amount Paid
---------------------------------------------------- ---------------------
<S> <C>
Brenton Equity Value Fund $14,010
Brenton Intermediate U.S. Government Securities Fund $ 5,543
Brenton U.S. Government Money Market Fund $15,048
</TABLE>
Other than the payments referenced above, the Brenton Funds did not make
any other payments to Brenton Bank or any other entity affiliated with Brenton
Bank.
No officer or Trustee of the Brenton Fund is affiliated with Brenton Bank.
No officer or Trustee of the Brenton Funds has any material interest in
Brenton Bank or any affiliated entity, or in any material transaction in which
Brenton Bank or one of its affiliates is a party.
For more information on Brenton Bank, including its officers and directors
and significant shareholders, see Exhibit C.
Approval by the Board of Trustees of the Brenton Funds
As described above, the Prior Advisory Agreement between Brenton Bank and
the Brenton Funds terminated on December 1, 2000. In anticipation of that
termination, and to ensure continuity of the advisory services provided to the
Brenton Funds, on November 16, 2000 the Brenton Funds' Board approved the
Interim Advisory Agreement between Brenton Bank and each Brenton Fund.
21
<PAGE>
In considering whether to approve the Interim Advisory Agreement and
whether to submit the agreement to shareholders for approval, the Brenton
Funds' Board considered the following factors: (1) Brenton Bank's
representations that it would provide investment advisory and other services
to the Brenton Funds of a scope and quality at least equal to the scope and
quality of services provided under the Prior Advisory Agreement; (2) the
substantially identical terms and conditions contained in the Interim Advisory
Agreement as compared to the Prior Advisory Agreement; and (3) the assurances
provided to the Brenton Funds' Board that the Brenton Funds would receive
during the interim period the same investment advisory services, provided in
the same manner, as they received under the Prior Advisory Agreement.
Information on Voting
This proxy statement/prospectus is being provided in connection with the
solicitation of proxies by the Brenton Funds' Board to solicit your vote for
two proposals at a meeting of shareholders, which we refer to as the Meeting.
The Meeting will be held at the offices of BISYS Fund Services located at 3435
Stelzer Road, Columbus, Ohio 43219 on April 6, 2001 at 2:00 p.m. (Eastern
Time).
You may vote in one of three ways. You may complete and sign the enclosed
proxy card and mail it to us in the enclosed prepaid return envelope (if
mailed in the United States). You may vote on the Internet by going to
http://www.proxyvote.com and following the instructions. Last, you also can
call the toll-free number printed on your proxy ballot. To vote via the
Internet or telephone you will need the "control number" that appears on your
proxy card.
You may revoke a proxy once it is given. If you desire to revoke a proxy,
you must submit to the appropriate Brenton Fund a later dated proxy or a
written notice of revocation, or otherwise give written notice of revocation
in person at the Meeting. All properly executed proxies received in time for
the Meeting will be voted as specified in the proxy, or, if no specification
is made, FOR the proposal.
Only shareholders of record on January 22, 2001 are entitled to notice of
and to vote at the Meeting. Each share held as of the close of business on
January 22, 2001 is entitled to one vote. For each Brenton Fund, the presence
in person or by proxy of a majority of the outstanding shares of each Fund
entitled to vote is required to constitute a quorum at the meeting for the
transaction of all business, except voting for adjournment. In the absence of
a quorum, a majority of the outstanding shares entitled to vote present in
person or by proxy may adjourn the meeting until a quorum is present. Approval
of the Reorganization by any Brenton Fund requires the vote of a majority of
the outstanding shares of the Fund. Approval of the Interim Investment
Advisory Agreement by any Brenton Fund requires approval by the lesser of (1)
67% or more of the voting shares of a Fund at the meeting, if holders of more
than 50% of the Fund's outstanding shares are present or represented by proxy,
or (2) more than 50% of a Fund's outstanding voting securities.
The election inspectors will count your vote at the Meeting if cast by
proxy or in person. The election inspectors will count:
. votes cast "for" approval of the proposal to determine whether
sufficient affirmative votes have been cast;
. abstentions and broker non-votes of shares (in addition to votes cast
"for") to determine whether a quorum is present at the Meeting, but not
abstentions or broker non-votes to determine whether a proposal has been
approved.
22
<PAGE>
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners
or other persons entitled to vote and for which the broker lacks discretionary
voting authority.
The Brenton Funds' Board knows of no matters other than those described in
this proxy statement/prospectus that will be brought before the Meeting. If,
however, any other matters properly come before the Meeting, it is the
Trustees' intention that proxies will be voted on such matters based on the
judgment of the persons named in the enclosed form of proxy.
In addition to the solicitation of proxies by mail or expedited delivery
service, the Brenton Funds' Board, and employees and agents of Wells Fargo &
Company and Brenton Bank and their affiliates may solicit proxies by
telephone. Wells Fargo Bank will reimburse upon request persons holding shares
as nominees for their reasonable expenses in sending soliciting material to
their principals.
Existing and Pro Forma Capitalization
The following table sets forth as of the date specified in the chart below,
(i) the current capitalization of the Brenton Funds, (ii) the current
capitalization of the Wells Fargo Funds, and (iii) the pro forma
capitalization of the Wells Fargo Funds, adjusted to give effect to the
proposed acquisition of assets at net asset value.
<TABLE>
<CAPTION>
Brenton Value Equity Fund/ Shares Net Asset Value
Well Fargo Growth Fund Total Net Assets Outstanding Per Share
------------------------------- ---------------- ------------- ---------------
<S> <C> <C> <C>
Brenton Value Equity Fund $ 50,775,352 2,732,972 18.58
Wells Fargo Growth Fund $ 47,487,965 1,955,554 24.28
Institutional Class
Pro Forma Wells Fargo Growth $ 98,263,317 4,688,526 20.96
Fund (as of 12/5/00)
Institutional Class
<CAPTION>
Brenton Intermediate U.S.
Government Securities Fund/
Wells Fargo Intermediate Shares Net Asset Value
Government Income Fund Total Net Assets Outstanding Per Share
------------------------------- ---------------- ------------- ---------------
<S> <C> <C> <C>
Brenton Intermediate U.S. $ 23,139,929 2,310,727 10.01
Government Securities Fund
Wells Fargo Intermediate $ 393,496,038 35,791,855 10.99
Government Income Fund
Institutional Class
Pro Forma Wells Fargo $ 416,635,967 38,102,582 10.93
Intermediate Government Income
Fund (as of 12/5/00)
Institutional Class
<CAPTION>
Brenton U.S. Government Money
Market Fund/
Wells Fargo Government Money Shares Net Asset Value
Market Fund Total Net Assets Outstanding Per Share
------------------------------- ---------------- ------------- ---------------
<S> <C> <C> <C>
Brenton U.S. Government Money $ 40,146,484 40,147,893 1.00
Market Fund
Wells Fargo Government Money $3,141,167,946 3,141,531,820 1.00
Market Fund Service Class
Pro Forma Wells Fargo $3,190,705,358 3,191,070,811 1.00
Government Money Market Fund
(as of 12/5/00) Service Class
</TABLE>
23
<PAGE>
Outstanding Shares
As of January 22, 2001, each Brenton Fund and its corresponding Wells Fargo
Fund had the following numbers of shares outstanding:
<TABLE>
<CAPTION>
Number of
Shares
Brenton Funds Outstanding Wells Fargo Fund
--------------------------------- ----------- ----------------------------
<S> <C> <C> <C>
Equity Value Fund Growth Fund
Intermediate U.S. Government Intermediate Government
Securities Fund Income Fund
U.S. Government Money Market Fund Government Money Market Fund
</TABLE>
Interest of Certain Persons in the Transactions
To the knowledge of the Brenton Funds and Wells Fargo Funds, the following
are the only persons who owned of record or beneficially, five percent or more
of the outstanding shares of any Class of Brenton Fund or Wells Fargo Fund:
[As of ]
[Table to be inserted]
To the knowledge of the Brenton Funds and Wells Fargo Funds, the following
are the only persons who owned of record or beneficially, more than 25% of the
outstanding shares of any class of a Brenton Fund or a Wells Fargo Fund:
As of [ ]
[Table to be inserted]
In addition, as of [ ], Brenton Bank an indirect wholly-owned
subsidiary of Wells Fargo & Company, or its affiliates controlled or held with
sole or shared power to vote more than 25% of the outstanding shares of each
of the Brenton Funds, respectively, in a trust, agency, custodial or other
fiduciary or representative capacity. As a result, Brenton Bank may be deemed
to control each of the Funds and may be able to greatly affect (if not
determine) the outcome of the shareholder vote on the reorganization.
Therefore, [ ], an independent fiduciary engaged by Brenton
Bank will vote the shares of the Brenton Funds that are entitled to be voted
by Brenton Bank and its affiliates. As of [ ], the officers and
Trustees of Coventry Group as a group owned less than 1% of each Brenton Fund.
As of [ ], the officers and Trustees as a group of the Wells Fargo
Funds owned less than 1% of each of the Wells Fargo Funds.
24
<PAGE>
EXHIBIT A--FEE TABLES
These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. The examples are intended to help you compare the costs
of investing in the Funds with the cost of investing in other mutual funds.
<TABLE>
<CAPTION>
Brenton Value Wells Fargo
Equity Fund Growth Fund
(Single Class) (Institutional Class)
-------------- ---------------------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price).... 4.50% None
Maximum Deferred Sales Charge (Load) (as
a percentage of the lower of the NAV on
the date of original purchase or the
NAV on the date of the redemption)..... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets, as a
percentage of average net assets)
Management fee.......................... 0.74% 0.75%
Distribution (Rule 12b-1) fee........... 0.50%/1/ 0.00%
Other expenses.......................... 0.41% 0.27%/2/
Total Annual Fund Operating Expenses
(Gross)................................ 1.65%/1/ 1.02%
Waivers................................. Note 1 0.02%
Net Annual Fund Operating Expenses...... Note 1 1.00%/3/
</TABLE>
--------
/1/ The Distributor of the Brenton Value Equity Fund is currently voluntarily
waiving a portion of the 12b-1 fees owed by the Fund to maintain a
distribution fee of 0.05%. Thus, for the current fiscal year, the net
operating expense ratio for the Brenton Equity Value Fund is expected to
be 1.20%. Because this waiver may be eliminated at any time, it is not
shown in the above table.
/2/ Other expenses are based on estimated amounts for the current fiscal year.
/3/ The Advisor and Administrator of the Wells Fargo Growth Fund has committed
until at least February 1, 2002 to waive fees and/or reimburse expenses
necessary to maintain the Fund's net operating expense ratio shown. After
this time, the net operating expense ratio for the Wells Fargo Growth Fund
may be increased only with the approval of the Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Brenton Fund, or for the
Wells Fargo Fund after the first year, and that you redeem your shares at the
end of each period. Your actual costs may be higher or lower than those shown.
<TABLE>
<CAPTION>
Brenton Value Wells Fargo
Equity Fund Growth Fund
(Single Class) (Institutional Class)
-------------- ---------------------
<S> <C> <C>
One Year................................... $ 610 $ 102
Three Years................................ $ 947 $ 323
Five Years................................. $1,307 $ 561
Ten Years.................................. $2,317 $1,246
</TABLE>
A-1
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Brenton Intermediate Wells Fargo
U.S. Government Intermediate Government
Securities Fund Income Fund
(Single Class) (Institutional Class)
-------------------- -----------------------
<S> <C> <C>
Shareholder Fees (fees paid
directly from your investment):
Maximum Sales Charge (Load) on
Purchases (as a percentage of
offering price)............... 3.50% None
Maximum Deferred Sales Charge
(Load) (as a percentage of the
lower of the NAV on the date
of original purchase or the
NAV on the date of the
redemption)................... None None
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets, as a percentage of
average net assets)
Management fee................. 0.50% 0.50%
Distribution (Rule 12b-1) fee.. 0.50%/1/ 0.00%
Other expenses................. 0.60%/1/ 0.29%/2/
Total Annual Fund Operating
Expenses (Gross).............. 1.60%/1/ 0.79%
Waivers........................ Note 1 0.11%
Net Annual Fund Operating
Expenses...................... Note 1 0.68%/3/
</TABLE>
--------
/1/ The Distributor and Administrator of the Brenton Intermediate U.S.
Government Securities Fund are voluntarily waiving a portion of the
distribution and administration fees owed by the fund to maintain a net
operating expense ratio of 1.01% for the current fiscal year. Because the
waivers may be eliminated at any time, they are not shown in the above
table.
/2/ Other Expenses are based on estimated amounts for the current fiscal year.
/3/ The Advisor and the Administrator of the Wells Fargo Intermediate
Government Income Fund has committed until at least October 1, 2001 to
waive fees and/or reimburse expenses to the extent necessary to maintain
the net operating expense ratio shown. After this time, the net operating
expense ratio for the Wells Fargo Intermediate Government Income Fund may
be increased only with the approval of the Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Brenton Fund, or for the
Wells Fargo Fund after the first year, and that you redeem your shares at the
end of each period. Your actual costs may be higher or lower than those shown.
<TABLE>
<CAPTION>
Brenton Intermediate Wells Fargo
U.S. Government Intermediate Government
Securities Fund Income Fund
(Single Class) (Institutional Class)
-------------------- -----------------------
<S> <C> <C>
One Year........................... $ 507 $ 69
Three Years........................ $ 837 $233
Five Years......................... $1,190 $410
Ten Years.......................... $2,184 $924
</TABLE>
A-2
<PAGE>
EXHIBIT A--FEE TABLES (Continued)
<TABLE>
<CAPTION>
Brenton U.S. Wells Fargo
Government Money Government Money
Market Fund Market Fund
(Class M) (Service Class)
---------------- ----------------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)...... None None
Maximum Deferred Sales Charge (Load) (as a
percentage of the lower of the NAV on the
date of original purchase or the NAV on
the date of the redemption).............. None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets, as a
percentage of average net assets)
Management fee............................ 0.40% 0.35%
Distribution (Rule 12b-1) fee............. 0.50% 0.00%
Other expenses............................ 0.66% 0.22%/3/
Total Annual Fund Operating Expenses
(Gross).................................. 1.42% 0.57%
Waivers................................... 0.14%/1/ 0.07%
Net Annual Fund Operating Expenses........ 1.42%/2/ 0.50%/4/
</TABLE>
--------
/1/ The Advisor of the Brenton U.S. Government Money Market Fund has committed
through at least March 31, 2001 to waive 0.14% of its advisory fee. After
this time, the waiver can be eliminated at any time.
/2/ In addition, the Distributor and Administrator of the Brenton U.S.
Government Money Market Fund are voluntarily waiving a portion of the
distribution and administration fees owed by the Fund to maintain a net
operating expense ratio of 0.89% for the current fiscal year. Because
these waivers can be eliminated at any time, they are not shown in the
above table.
/3/ Other Expenses are based on estimated amounts for the current fiscal year.
/4/ The Advisor and Administrator of the Government Money Market Fund has
committed until at least August 1, 2001 to waive fees and/or reimburse
expenses to the extent necessary to maintain the Fund's net operating
expense ratio shown. After this time, the net operating expense ratio for
the Fund may be increased only with the approval of the Board of Trustees.
Example of Expenses:
You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, that fee waivers are not in effect for the Brenton Fund, or for the
Wells Fargo Fund after the first year, and that you redeem your shares at the
end of each period. Your actual costs may be higher or lower than those shown.
<TABLE>
<CAPTION>
Brenton U.S. Wells Fargo
Government Money Government Money
Market Fund Market Fund
(Class M) (Service Class)
---------------- ----------------
<S> <C> <C>
One Year...................................... $ 145 $ 51
Three Years................................... $ 449 $176
Five Years.................................... $ 776 $311
Ten Years..................................... $1,702 $707
</TABLE>
A-3
<PAGE>
EXHIBIT B--COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
WELLS FARGO GROWTH FUND
Comparison of: which will reorganize into
BRENTON VALUE EQUITY FUND WELLS FARGO GROWTH FUND
Objectives:
<TABLE>
<C> <S>
-------------------------------------------------------------------------------
Brenton Value Equity Fund: . seeks long-term capital appreciation.
-------------------------------------------------------------------------------
Wells Fargo Growth Fund: . seeks long-term capital appreciation.
-------------------------------------------------------------------------------
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
-------------------------------------------------------------------------------
Brenton Value Equity Fund: The Brenton Value Equity Fund, a diversified
portfolio, invests primarily in equity securities
of companies with market capitalizations in excess
of $500 million with strong earnings potential.
The Brenton Value Equity Fund strives for high
over-all returns and emphasizes investments while
minimizing risk through the selection of quality
dividend-paying equity securities. Under normal
market conditions, the Fund invests substantially
all, but not less than 65%, of the value of its
total assets in equity securities (common and
preferred stock, securities convertible into
common stock, warrants and rights to purchase
common stock). The Fund may invest in convertible
debentures that are rated within the three highest
categories by rating agency or that its advisor
determines are of comparable quality. Last, the
Brenton Value Equity Fund may invest up to 10% of
its total assets in securities of foreign issuers.
-------------------------------------------------------------------------------
Wells Fargo Growth Fund: The Wells Fargo Growth Fund, a diversified
portfolio, invests primarily in common stocks and
other equity securities that that strong earnings
growth and above-average prospects for future
growth. The Fund's investment advisor focuses its
investment strategy on larger capitalization
stocks. Under normal market conditions, the Fund
invests:
. at least 65% of total assets in equity
securities, including common and preferred
stocks and securities convertible into common
stocks;
. the majority of its total assets in issues of
companies with market capitalization that falls
within but towards the higher end of, the range
of the Russell 1000 Index, an index comprised of
the 1,000 largest U.S. companies based on total
market capitalization, that is considered a mid-
capitalization index (As of December 31, 1999,
this range was from $220 million to $604
billion.); and
. up to 25% of total assets in foreign companies
through American Depositary Receipts ("ADRs")
and similar instruments.
-------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Portfolio Managers
-------------------------------------------------------------------------------
<C> <S>
Brenton Value Equity Fund Matt Schmitt
-------------------------------------------------------------------------------
Wells Fargo Growth Fund Kelli K. Hill
Stephen Biggs
-------------------------------------------------------------------------------
</TABLE>
B-1
<PAGE>
WELLS FARGO INTERMEDIATE GOVERNMENT INCOME FUND
Comparison of: which will reorganize into
BRENTON INTERMEDIATE WELLS FARGO INTERMEDIATE GOVERNMENT INCOME
U.S. GOVERNMENT SECURITIES FUND FUND
Objectives:
<TABLE>
<C> <S>
--------------------------------------------------------------------------------
Brenton Intermediate . seeks total return consistent with the
U.S. Government Securities Fund: production of current income and the
preservation of capital.
--------------------------------------------------------------------------------
Wells Fargo Intermediate . seeks current income, consistent with
Government Income Fund: safety of principal.
--------------------------------------------------------------------------------
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
--------------------------------------------------------------------------------------------------------
Brenton Under normal market conditions, the Brenton Intermediate U.S. Government
Intermediate Securities Fund will:
U.S. Government . invest substantially all, but in no event less than 65%, of the value
Securities Fund: of its total assets in U.S. U.S. Treasury bills, notes and other
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government Obligations"); and
. maintain a dollar weighted average maturity of three to ten years.
The Brenton Intermediate U.S. Government Securities Fund also reserves
the right to invest in corporate debt securities, mortgage-related
securities, high quality money market instruments (commercial paper,
certificates of deposit and bank acceptances), variable amount master
demand notes, zero coupon obligations, variable and floating rate notes,
taxable municipal bonds, leasing instruments, trust certificates and
asset-backed securities.
--------------------------------------------------------------------------------------------------------
Wells Fargo The Wells Fargo Intermediate Government Income Fund invests primarily in
Intermediate fixed and variable rate invests in U.S. Government Obligations. Under
Government normal conditions, the Fund invests:
Income . at least 65% of its total assets in U.S. Government Obligations;
Fund: . up to 50% of it total assets in mortgage-backed securities, and up to
25% of its total assets in asset-backed securities; and
. up to 10% of its total assets in zero coupon securities.
The Fund targets an average portfolio duration in a range based on the
average duration of 5-year U.S. Treasury securities. As a result the
dollar-weighted average maturity of the Fund generally ranges from four
to ten years. The Fund invests in intermediate maturity securities to
manage interest rate risk and invests in mortgage-backed securities to
enhance yield. The Fund may not invest more than 25% of its total assets
in securities issued or guaranteed by any single agency or
instrumentality of the U.S., except the U.S. Treasury. The Fund will
purchase only those securities that are rated, at the time of purchase,
in one of the two highest rating categories assigned by a Nationally
Recognized Rating Organization, or if unrated, determined by the Fund's
advisor to be of comparable quality. The Fund may use options and other
devices to manage risk and to enhance returns.
--------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Portfolio Managers
--------------------------------------------------------------------------------------------------------
<C> <S>
Brenton Intermediate U.S. Government Securities Fund Marjorie H. Grace, CFA
--------------------------------------------------------------------------------------------------------
Wells Fargo Intermediate Government Income Fund Marjorie H. Grace, CFA
--------------------------------------------------------------------------------------------------------
</TABLE>
B-2
<PAGE>
WELLS FARGO GOVERNMENT MONEY MARKET FUND
Comparison of: which will reorganize into
BRENTON U.S. GOVERNMENT WELLS FARGO GOVERNMENT MONEY MARKET FUND
MONEY MARKET FUND
Objectives:
<TABLE>
<C> <S>
-------------------------------------------------------------------------------
Brenton U.S. Government Money Market Fund . seeks current income consistent
with maintaining liquidity and
stability of principal.
-------------------------------------------------------------------------------
Wells Fargo Government Money Market Fund: . seeks high current income, while
preserving capital and liquidity.
-------------------------------------------------------------------------------
</TABLE>
Investment Strategies:
<TABLE>
<C> <S>
-------------------------------------------------------------------------------
Brenton U.S. Government The Brenton U.S. Government Money Market Fund invests
Money Market Fund: in U.S. Government Obligations which have remaining
maturities of 397 calendar days. The Fund also may
invest in master demand notes and repurchase
agreements with respect to U.S. Government
Obligations. The dollar-weighted average maturity of
the obligations held by the Fund will not exceed 90
days. During normal market conditions, the Fund will
generally acquire only U.S. Government Obligations,
the interest of which is generally exempt from state
income taxation.
-------------------------------------------------------------------------------
Wells Fargo Government The Wells Fargo Government Money Market Fund invests
Money Market Fund: principally in portfolio of U.S. Government
Obligations or repurchase agreements collateralized
by such obligations. Under normal market conditions,
the Fund invests at least 65% of its total assets in:
. U.S. Government Obligations; and
. repurchase agreements collateralized by U.S.
Government Obligations.
-------------------------------------------------------------------------------
</TABLE>
B-3
<PAGE>
EXHIBIT C--ADDITIONAL INFORMATION ABOUT BRENTON BANK
Brenton Bank is a corporation organized under the laws of the State of
Iowa. Brenton Bank was a wholly-owned subsidiary of Brenton Banks, Inc, and is
now an indirect, wholly-owned subsidiary of Wells Fargo & Company. Thus, Wells
Fargo & Company indirectly owns 100% of the voting securities of Brenton Bank.
The principal office of Brenton Bank is:
Brenton Bank
400 Locust Street, Suite 200 Capital Square
Des Moines, IA 50309
. The directors and principal executive officer of Brenton Bank and their
principal occupation and addresses are listed below:
<TABLE>
<CAPTION>
Name and address/1/ Title Principal Occupation
------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
H. Lynn Horak Chairman & CEO Chairman & CEO
Brenton Bank Wells Fargo Bank Iowa, NA
J. Scott Johnson President & COO President & COO
Brenton Bank Wells Fargo Bank Iowa, NA
Michael D. Hagedorn Sr. VP & CFO Sr. VP & CFO
Brenton Bank Wells Fargo Bank Iowa, NA
Robert M. Lawler Sr. VP & Sr. Regional Credit Officer Sr. VP & Sr. Regional Credit Officer
Brenton Bank Wells Fargo Bank Iowa, NA
Patricia Crawford Sr. VP & Regional Marketing Sr. VP & Regional Marketing
Director Director
Brenton Bank Wells Fargo Bank Iowa, NA
</TABLE>
--------
/1/ All officers above are associated with Wells Fargo Bank Iowa, NA at the
following address:
Wells Fargo Bank Iowa, NA
666 Walnut Street
Des Moines, IA 50309
C-1
<PAGE>
EXHIBIT D
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
FOR EACH OF THE WELLS FARGO FUNDS
STOCK FUNDS PERFORMANCE HIGHLIGHTS
--------------------------------------------------------------------------------
GROWTH FUND
INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The Growth Fund (the Fund) seeks long-term capital appreciation.
ADVISOR
Wells Fargo Bank, N.A.
SUB-ADVISOR
Wells Capital Management Incorporated
FUND MANAGERS
Kelli Hill
Stephen Biggs
INCEPTION DATE
08/02/90
PERFORMANCE HIGHLIGHTS
--------------------------------------------------------------------------------
The Fund's Class A shares returned 14.40%/1/ for the one-year period ended
September 30, 2000, excluding sales charges. The Fund outperformed its
benchmark, the S&P 500 Index/2/, which returned 13.28% during the period. The
Fund's Class A shares distributed no dividend income and $3.05 per share in
capital gains during the period. Please keep in mind that past performance is
no guarantee of future results.
Technology stocks were a main factor driving the Fund's outperformance
relative to the S&P 500 Index over the fiscal year. Enterprise and network
storage stocks such as Veritas and EMC Corporation were clear winners as the
demand for storage, driven by the Internet, continued to be very robust.
Optical networking stocks such as Nortel Networks, Cisco Systems and Uniphase
also performed very well through the year.
In utilities, AES Corporation was another standout; it benefited as the
demand for electrical power exceeded the supply. Even though there has been
much concern regarding consumer spending over the year, Kohls Department
Store was a great contributor to the Fund's performance.
STRATEGIC OUTLOOK
--------------------------------------------------------------------------------
The Fund's managers anticipate a stable-to-lower interest rate environment
through at least the fourth quarter of 2000. As a result, the market is
expected to improve in late 2000 and 2001, especially if the euro also
stabilizes and the price of oil reaches equilibrium. This scenario should
allow investors to regain confidence in large cap growth stocks. The Fund's
managers also believe that the high-growth sectors, such as technology and
telecommunications, would also benefit.
--------------------------------------------------------------------------------
/1/ Figures quoted represent past performance, which is no guarantee of future
results. Investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. The Fund's Advisor has committed through January 30, 2002,
to waive fees and/or reimburse expenses to the extent necessary to maintain a
certain net operating expense ratio for the Fund. Actual reductions of
operating expenses can increase total return to shareholders. Without these
reductions, the Fund's returns would have been lower.
Performance shown for Class A, Class B and Institutional Class shares of the
Wells Fargo Growth Fund for periods prior to November 8, 1999, reflects
performance of the Class A, Class B and Institutional Class shares of the
Stagecoach Growth Fund (the accounting survivor of a merger of the Stagecoach
Growth Fund and the Norwest Advantage ValuGrowth Stock Fund), its predecessor
fund. Effective at the close of business November 5, 1999, the Stagecoach and
Norwest Advantage Funds were reorganized into the Wells Fargo Funds.
Performance shown for the Class A shares of the Fund for periods prior to
January 1, 1992, reflects performance of the shares of the Select Stock Fund of
Wells Fargo Investment Trust for Retirement Programs, a predecessor portfolio
with the same investment objective and policies as the Fund. Performance shown
for the Class B shares of the Fund for the period from January 1, 1992, to
January 1, 1995, reflects performance of the Class A shares of the Fund, with
expenses of the Class A shares adjusted to reflect Class B sales charges and
expenses. Performance shown for the Class B shares of the Fund for periods
prior to January 1, 1992, reflects performance of the shares of the predecessor
portfolio, with expenses adjusted to reflect Class B sales charges and
expenses. Performance shown for the Institutional Class shares of the Fund for
the period from January 1, 1992, to September 6, 1996, reflects performance of
the Fund's Class A shares. For periods prior to January 1, 1992, the
performance shown reflects the performance of the shares of the Select Stock
Fund of Wells Fargo investment Trust for Retirement Programs, a predecessor
portfolio with the same investment objective and policies as the Fund. For
Class A shares, the maximum front-end sales charge is 5.75%. The maximum
contingent-deferred sales charge for Class B shares is 5.00%. Class B share
performance including sales charge assumes the maximum contingent-deferred
sales charge for the corresponding time period. Institutional Class shares are
sold without sales charges.
D-1
<PAGE>
PERFORMANCE HIGHLIGHTS STOCK FUNDS
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/1/ (%) (as of September 30, 2000)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Excluding Sales Charge Including Sales Charge
------------------------------ ------------------------------
6-Month* 1-Year 5-Year 10-Year 6-Month* 1-Year 5-Year 10-Year
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A (4.04) 14.40 18.06 16.31 (9.55) 7.84 16.66 15.62
Class B (4.43) 13.48 17.21 15.56 (9.21) 8.53 16.99 15.56
Institutional Class (3.98) 14.55 18.12 16.34
Benchmark
S&P 500 Index (3.60) 13.28 21.69 19.44
</TABLE>
*Returns for periods less than one year are not annualized.
CHARACTERISTICS (as of September 30, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Beta* 0.97
Price to Earnings Ratio
(trailing 12 mo.) 38.7x
Price to Book Ratio 7.44x
Median Market Cap. ($B) 48.4
Number of Holdings 93
Portfolio Turnover 51%
</TABLE>
* A measure of the Fund's sensitivity to market movements. The benchmark beta
is 1.00 by definition.
TEN LARGEST EQUITY HOLDINGS/3/ (as of September 30, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
General Electric Company 5.18%
Cisco Systems Incorporated 4.47%
Citigroup Incorporated 3.43%
EMC Corporation 3.15%
American International Group 3.10%
Nortel Networks Corporation 3.01%
AES Corporation 2.88%
Microsoft Corporation 2.81%
Pfizer Incorporated 2.40%
Intel Corporation 2.39%
</TABLE>
SECTOR DISTRIBUTION/4/ (as of September 30, 2000)
--------------------------------------------------------------------------------
[GRAPH]
Technology (35%)
Financial (18%)
Health Care (9%)
Consumer Cyclical (7%)
Energy (7%)
Consumer Non-Cyclical (6%)
Consumer Services (4%)
Telecommunications (4%)
Industrials (3%)
Utilities (3%)
Commercial Services (2%)
Basic Materials (2%)
GROWTH OF $10,000 INVESTMENT/5/
--------------------------------------------------------------------------------
[PLOT POINTS TO COME]
--------------------------------------------------------------------------------
/2/ The S&P 500 Index is an unmanaged index of 500 widely-held common stocks
representing, among others, industrial, financial, utility, and transportation
companies listed or traded on national exchanges or over-the-counter markets.
The Fund is a professionally managed mutual fund. You cannot invest directly in
an index.
/3/ The ten largest equity holdings are calculated based on the market value of
the securities divided by total market value of the portfolio.
/4/ Portfolio holdings are subject to change.
/5/ The chart compares the performance of the Wells Fargo Growth Fund Class A
and Institutional Class shares since inception with the S&P 500 Index. The
chart assumes a hypothetical investment of $10,000 in Class A and Institutional
Class shares and reflects all operating expenses and, for Class A shares,
assumes the maximum initial sales charge of 5.75%.
D-2
<PAGE>
INCOME FUNDS PERFORMANCE HIGHLIGHTS
--------------------------------------------------------------------------------
INTERMEDIATE GOVERNMENT INCOME FUND
INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The Wells Fargo Intermediate Government Income Fund (the "Fund") seeks
current income, consistent with safety of principal.
ADVISOR
Wells Fargo Bank, N.A.
SUB-ADVISOR
Wells Capital Management Incorporated
FUND MANAGER
Marjorie Grace, CFA (since 1/96)
INCEPTION DATE
12/31/82
PERFORMANCE HIGHLIGHTS
--------------------------------------------------------------------------------
The Fund's Class A shares returned 1.92%/1/ for the 12-month period ended May
31, 2000, excluding sales charges. The Fund underperformed its benchmark,
Lehman Brothers Intermediate U.S. Government Index/2/, which returned 3.00%
for the period. The Fund's Class A shares distributed $0.68 per share in
dividend income and no capital gains during the period. Please keep in mind
that past performance is no guarantee of future results.
The period was a challenging time for most bond market investors. With the
economy growing faster than expected, the Federal Reserve Board (the Fed)
raised short-term interest rates on six occasions to moderate growth. During
this time, the yield on the five-year U.S. Treasury note -- a good proxy for
the Fund -- increased 0.94%. At the same time, mortgage-backed securities
underperformed U.S. Treasuries, causing yields to increase much more than
U.S. Treasury securities. In contrast, the Fund's portfolio of intermediate-
and long-term government bonds fared well, as the U.S. Treasury Department's
decision to reduce the supply of 30-year U.S. Treasuries contributed to a
strong demand for these bonds.
The Fund's portfolio was restructured during the first quarter to reduce
exposure to poorly performing sectors and to capitalize on favorable trends
within other bond sectors. For example, the Fund reduced its holdings of
mortgage-backed securities from 28% to 25%, with proceeds invested in agency
notes. The Fund also maintained a "barbell" structure, with assets invested
in short- and long-term bonds and fewer intermediate-term bonds. In the U.S.
Treasury sector, this structure was beneficial in light of an inverted yield
curve.
STRATEGIC OUTLOOK
--------------------------------------------------------------------------------
The Fund maintains a slightly longer maturity positioning to reflect positive
sentiment in the bond market. The Fund also will continue to employ its
current barbell strategy until the Fed begins to ease interest rates.
--------------------------------------------------------------------------------
/1/ Figures quoted represent past performance, which is no guarantee of future
results. Investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. The Fund's Advisor has committed through September 30,
2001 to waive fees and/or reimburse expenses to the extent necessary to
maintain a certain net operating expense ratio for the Fund. Actual reductions
of operating expenses can increase total return to shareholders. Without these
reductions, the Fund's returns would have been lower.
Performance shown for the Class A and Class B shares of the Wells Fargo
Intermediate Government Income Fund for periods prior to November 8, 1999,
reflects performance of the Class A and Class B shares of the Norwest Advantage
Intermediate Government Income Fund (the accounting survivor of a merger of the
Norwest Fund and the Stagecoach U.S. Government Income and U.S. Government
Allocation Funds at the close of business November 5, 1999), its predecessor
fund. Effective at the close of business November 5, 1999, the Norwest
Advantage and Stagecoach Funds were reorganized into the Wells Fargo Funds.
Performance shown for the Class A shares of the Fund prior to May 2, 1996,
reflects the performance of the Institutional Class shares of the Fund adjusted
to reflect Class A shares sales charges. Performance shown for the Class B
shares of the Fund prior to May 17, 1996 reflects the performance of the
Institutional Class shares of the Fund adjusted to reflect Class B sales
charges and expenses. Performance shown for the Class C shares of the Fund for
periods prior to November 8, 1999, reflects performance of the Class B shares
of the predecessor fund adjusted for Class C sales charges and expenses.
Performance of the Institutional Class shares of the Fund, prior to November
11, 1994, reflects the performance of a collective investment fund adjusted to
reflect Institutional Class expenses. Norwest Bank Minnesota, N.A. managed the
collective investment fund with an investment objective and principal
investment strategy that were substantially similar to those of the Fund. The
performance for the Fund includes performance of its predecessor collective
investment fund for periods before it became a mutual fund on November 11,
1994. The collective investment fund's performance was adjusted to reflect the
Fund's 1994 estimate of expense ratios for the first year of operations as a
mutual fund, including any applicable sales load (without giving effect to any
fee waivers or expense reimbursements). The collective investment fund was not
registered under the Investment Company Act of 1940 ("1940 Act") nor subject to
certain investment limitations, diversification requirements, and other
restrictions imposed by the 1940 Act or the Internal Revenue Code which, if
applicable, may have adversely affected the performance results. For Class A
shares, the maximum front-end sales charge is 4.50%. The maximum contingent-
deferred sales charge for Class B shares is 5.00%. The maximum sales charge for
Class C shares is 1.00%. Class B share performance including sales charge
assumes the sales charge for the corresponding period.
Institutional Class shares are sold without a front-end sales charge or
contingent deferred sales charge. Other fees and expenses apply to a continued
investment in the fund and are described in the Fund's prospectus.
D-3
<PAGE>
PERFORMANCE HIGHLIGHTS INCOME FUNDS
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/1/ (%) (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Excluding Sales Charge Including Sales Charge
----------------------------------- --------------------------
Year-To-Date* 1-Year 5-Year 10-Year 1-Year 5-Year 10-Year
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A 1.81 1.92 5.18 6.32 (2.67) 4.22 5.83
Class B 1.41 1.06 4.39 5.53 (3.71) 4.09 5.53
Class C 1.51 1.07 4.39 5.53 0.12 4.39 5.53
Institutional Class 1.92 1.94 5.20 6.33
Benchmark
Lehman Brothers
Intermediate Government
Index 1.87 3.00 5.62 7.13
</TABLE>
*Returns for periods less than one year are not annualized.
characteristics (as of May 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Portfolio Turnover 139%
Number of Holdings 67
Average Credit Quality/4/ AAA
Weighted Average Coupon 7.63%
Estimated Weighted Average Maturity 8.07 years
Estimated Average Duration 4.88 years
NAV (A, B, C, I) $10.56, $10.55, $10.55, $10.56
Distribution Rate/5/ (A, B, C, I) 5.95%, 5.51%, 5.50%, 6.50%
SEC Yield/6/ (A, B, C, I) 5.97%, 5.51%, 5.51%, 6.53%
</TABLE>
PORTFOLIO ALLOCATION/7/ (as of May 31, 2000)
--------------------------------------------------------------------------------
[GRAPH]
U.S. Treasury Bonds and Notes (59%)
Federal Agencies (39%)
Cash Equivalents (1%)
Other (1%)
GROWTH OF $10,000 INVESTMENT/3/
--------------------------------------------------------------------------------
[PLOT POINTS TO COME]
--------------------------------------------------------------------------------
/2/ The Lehman Brothers Intermediate U.S. Government Index is an unmanaged index
composed of U.S. Government securities with maturities in the one- to 10-year
range, including securities issued by the U.S. Treasury and U.S. Government
agencies. The Fund is a professionally managed mutual fund. You cannot invest
directly in an index.
/3/ The chart compares the performance of the Wells Fargo Intermediate
Government Income Fund Class A and Institutional Class shares for the most
recent ten years with the Lehman Brothers Intermediate Government Index. The
chart assumes a hypothetical $10,000 investment in Class A and Institutional
Class shares and reflects all operating expenses and, for Class A Shares,
assumes the maximum initial sales charge of 4.50%. The Fund is a professionally
managed mutual fund.
/4/ The average credit quality is compiled from ratings from Standard & Poor's
and/or Moody's Investors Service (together "rating agencies"). Standard &
Poor's is a trademark of McGraw-Hill, Inc., and has been licensed. The Fund is
not sponsored, sold or promoted by these rating agencies and these rating
agencies make no representation regarding the advisability of investing in the
Fund.
/5/ The distribution rate is based on the actual distributions made by the Fund.
The distribution rate is calculated by annualizing the Fund's most recent
income dividend and dividing that figure by the applicable current public
offering price.
/6/ The formula used to calculate the SEC yield is described in detail in the
Fund's Statement of Additional Information and is designed to standardize the
yield calculations so that all mutual fund companies with the same or similar
portfolios quote a uniform yield figure for their non-money market
advertisements. SEC yields include the actual amount of interest earned
adjusted by any gain or loss realized due to the return of principal, less
expenses and the maximum offering price calculated on a 30-day month-end basis.
/7/ Portfolio holdings are subject to change.
D-4
<PAGE>
MONEY MARKET FUNDS PERFORMANCE HIGHLIGHTS
--------------------------------------------------------------------------------
GOVERNMENT MONEY MARKET FUND (SERVICE CLASS)
INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
The Wells Fargo Government Money Market Fund (the "Fund") seeks to provide
high current income consistent with preservation of capital and liquidity.
ADVISOR
Wells Fargo Bank, N.A.
SUB-ADVISOR
Wells Capital Management
FUND MANAGERS
Dave Sylvester
Laurie White
Robert Leuty
INCEPTION DATE
11/16/87
PERFORMANCE HIGHLIGHTS
--------------------------------------------------------------------------------
The Fund's Service class shares underperformed the Fund's benchmark, the 90-
Day Treasury Bill/1/, for the fiscal year ending March 31, 2000, with a
return of 4.95%/2/ versus 5.27% for the benchmark.
Over the past year, rising interest rates had a significant affect on the
Fund's performance. During the period, the Federal Reserve Board initiated a
series of five separate 0.25% increases designed to cool the nation's fast-
growing economy and offset inflationary pressures. Since the Fund invests
approximately 30% of its assets in short-term repurchase agreements, it was
able to capture incremental increases in interest rates over time to boost
investor returns. At the same time, the Fund's management team maintained its
exposure to floating rate securities to benefit from higher yields on these
securities.
STRATEGIC OUTLOOK
--------------------------------------------------------------------------------
With more interest rate hikes forecast throughout the year, the Fund's
management team will continue to employ a "barbell portfolio strategy,"
investing in short-term securities to mitigate against further rate hikes.
And in a financial marketplace characterized by rising interest rates, the
Fund should continue to outperform its peer group due to its current asset
allocation strategy.
D-5
<PAGE>
PERFORMANCE HIGHLIGHTS MONEY MARKET FUNDS
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN/2/ (%) (as of March 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
6-Month 1-Year 5-Year 10-Year
<S> <C> <C> <C> <C>
Service Class 2.61 4.95 5.10 4.87
Benchmark
Lipper U.S. Government Money Market Funds
Average/3/ 2.48 4.70 4.90 4.64
90-Day Treasury Bill 2.82 5.27 5.17 4.96
</TABLE>
FUND YIELD SUMMARY
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
7-Day Current Yield 5.53%
7-Day Compound Yield 5.68%
30-Day Simple Yield 5.41%
30-Day Compound Yield 5.54%
</TABLE>
FUND CHARACTERISTICS (as of March 31, 2000)
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Weighted Average Maturity 53 days
Number of Holdings 59
</TABLE>
MATURITY DISTRIBUTION/7/
--------------------------------------------------------------------------------
[GRAPH]
FHLMC (29%)
Repurchase Agreements (29%)
FNMA (24%)
FHLB (15%)
Commercial Paper (2%)
SLMA (1%)
PORTFOLIO COMPOSITION/4/ (as of March 31, 2000)
--------------------------------------------------------------------------------
[GRAPH]
3-14 days (45%)
15-29 days (7%)
30-59 days (23%)
60-89 days (8%)
90-179 days (9%)
180+ days (8%)
--------------------------------------------------------------------------------
/1/ Treasury Bills are guaranteed by the U.S. Government and, if held to
maturity, offer a fixed rate of return and fixed principal value.
/2/ Figures quoted represent past performance, which is no guarantee of future
results. Investment returns will fluctuate. The Fund's yield figures more
closely reflect the current earnings of the Fund than the total return figures.
The Fund's manager has waived all or a portion of its management fees or
assumed responsibility for other expenses pursuant to a contract with the Fund,
which reduces operating expenses and increases total return to shareholders.
Without these reductions the Fund's returns would have been lower. The
contract's minimum period is through November 8, 2000, and continues thereafter
unless the Board of Trustees acts to alter or remove the waivers.
Performance shown for the Service Class shares of the Wells Fargo Government
Money Market Fund for periods prior to November 8, 1999, reflects performance
of the Service Class (formerly Single Class) shares, adjusted for expenses, of
the Norwest Advantage U.S. Government Fund (the accounting survivor of a merger
of the Norwest Advantage U.S. Government Fund and the Stagecoach Government
Money Market), its predecessor fund. Effective at the close of business
November 5, 1999, the Stagecoach Funds and the Norwest Advantage Funds were
reorganized into the Wells Fargo Funds.
/3/ Source: Lipper Analytical Services, Inc. The Lipper U.S. Treasury Money
Market Funds average is an average of funds that invest principally in U.S.
Treasury obligations with dollar weighted average maturities of less than 90
days. You cannot invest directly in a Lipper average.
/4/ Portfolio holdings are subject to change.
D-6
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
February [__], 2001
COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219
April 6, 2001 Special Meeting of the
Shareholders of the Brenton Funds of Coventry Group
This Statement of Additional Information or SAI is not a prospectus but
should be read in conjunction with the Proxy Statement/Prospectus dated February
[__], 2001, for the Special Meeting of Shareholders of the three Brenton Funds
of Coventry Group to be held on April 6, 2001. The Proxy Statement/Prospectus
may be obtained without charge by calling 1-800-522-9612 or writing to Wells
Fargo Funds Trust, P.O. Box 7066, San Francisco, CA 94120-7066. Unless otherwise
indicated, capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Proxy Statement/Prospectus.
Incorporation of Documents by Reference in Statement of Additional Information
This SAI consists of this introductory section and the following described
items, which are hereby incorporated by reference:
(1) The SAI for the Wells Fargo Growth Fund, dated February 1, 2000, the
SAI for the Wells Fargo Intermediate Government Income Fund, dated
October 1, 2000, the SAI for the Wells Fargo Government Money Market
Fund, dated August 1, 2000, as supplemented October 18, 2000.
(2) The SAI for the Brenton Funds of the Coventry Group, dated August 1,
2000.
(3) Report of Independent Auditors and audited annual report financial
statements of the Brenton Funds as of March 31, 2000.
(4) Unaudited semi-annual report financial statements of the Brenton
Funds, dated as of September 30, 2000.
(5) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo Growth Fund as of September 30, 2000.
(6) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo Intermediate Government Income Fund as
of May 31, 2000.
B-1
<PAGE>
(7) Unaudited semi-annual report financial statements of the Wells Fargo
Intermediate Government Income Fund as of November 30, 2000.
(8) Report of Independent Auditors and audited annual report financial
statements of the Wells Fargo Government Money Market Fund as of March
31, 2000.
(9) Unaudited semi-annual report financial statements of the Wells Fargo
Government Money Market Fund as of September 30, 2000.
(10) Unaudited pro forma combined financial information as of September 30,
2000 for the Wells Fargo Growth Fund/Brenton Value Equity Fund
Reorganization. The pro forma financial statements give effect to the
Reorganization as if it had occurred for the period presented.
B-2
<PAGE>
Table of Contents
General Information.................................................. B-4
Pro-Forma Financial Statements and Schedules......................... B-5
Notes to Pro Forma Financial Statements.............................. B-9
B-3
<PAGE>
General Information
This SAI relates to the reorganization of the three Brenton Funds of
Coventry Group listed below, which we refer to as the Brenton Funds, with the
three funds of Wells Fargo Funds Trust listed below, which we refer to as the
Wells Fargo Funds.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Brenton Funds Wells Fargo Funds
---------------------------------------------------------------------------------------------------------------
<S> <C>
Value Equity Fund Growth Fund (Institutional Class)
---------------------------------------------------------------------------------------------------------------
Intermediate U.S. Government Securities Fund Intermediate Government Income Fund (Institutional Class)
---------------------------------------------------------------------------------------------------------------
U.S. Government Money Market Fund (Class M) Government Money Market Fund (Service Class)
---------------------------------------------------------------------------------------------------------------
</TABLE>
The reorganization of each Brenton Fund will involve the following three
steps:
. the transfer of the assets and liabilities of the Brenton Fund to its
corresponding Wells Fargo Fund in exchange for Institutional or Service
Class shares of the Wells Fargo Fund having equivalent value to the net
assets transferred;
. the pro rata distribution of Institutional or Service Class shares of the
Wells Fargo Fund to the shareholders of record of the Brenton Fund as of
the effective date of the reorganization in full redemption of all shares
of the Brenton Fund; and
. the liquidation and termination of the Brenton Funds.
As a result of the reorganization, shareholders of each Brenton Fund will
hold shares of the Institutional or Service Class of the corresponding Wells
Fargo Fund having the same total value as the shares of the Brenton Fund that
they held immediately before the reorganization. If a majority of the shares of
one of the Brenton Funds does not approve the reorganization, that Fund will not
participate in the reorganization. In such a case, the Brenton Fund will
continue its operations beyond the date of the reorganization and its Trustees
will consider what further action is appropriate.
For further information about the transaction, see the Proxy
Statement/Prospectus.
B-4
<PAGE>
Pro Forma Financial Statements
Explanatory Note
Pro Forma financial statements for the Wells Fargo Intermediate Government
Income Fund/Brenton Intermediate U.S. Government Securities Fund Reorganization
and the Wells Fargo Government Money Market Fund/Brenton U.S. Government Money
Market Fund Reorganization are not included because as of December 5, 2000, the
assets of the two Brenton Funds constituted less than 10% of the assets of the
corresponding Wells Fargo Fund.
B-5
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2000 (Unaudited)
(000's)
<TABLE>
<CAPTION>
Wells Fargo Growth
Wells Fargo Growth Brenton Value Pro Forma Fund Pro Forma
Fund Equity Fund Adjustments Combined
------------------ ------------- ----------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 434,726 $ 53,500 $ 488,226
Cash 11 11
Receivables:
Collateral for securities loaned 71,402 71,402
Dividends, interest, other receivables 168 31 199
Fund shares issued 957 957
Investment securities sold 584 584
Prepaid expenses and other assets 60 35 95
Total Assets 507,908 53,566 561,474
LIABILITIES
Payables:
Investments purchased 912 912
Securities loaned 71,402 71,402
Fund shares redeemed 1,594 66 1,660
Due to advisor and affiliates 323 323
Other 212 212
Accrued expenses and other liabilities 432 432
Total Liabilities 74,875 66 74,941
TOTAL NET ASSETS $ 433,033 $ 53,500 $ 486,533
Net assets consist of:
Paid-in capital $ 229,372 $ 28,403 (34) (1) $ 257,741
Undistributed net investment income (loss) (1,723) (34) 34 (1) (1,723)
Undistributed net realized gain (loss)
on investments 92,349 1,019 93,368
Net unrealized appreciation (depreciation)
of investments 113,035 24,112 137,147
TOTAL NET ASSETS $ 433,033 $ 53,500 $ 486,533
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 311,038 $ 311,038
Shares outstanding - Class A 13,632 13,632
Net asset value per share - Class A $ 22.82 $ 22.82
Maximum offering price per share - Class A $ 24.21 $ 24.21
Net assets - Class B $ 69,434 $ 69,434
Shares outstanding - Class B 4,349 4,349
Net asset value and offering price per
share - Class B $ 15.96 $ 15.96
Net assets - Institutional Class $ 52,561 $ 53,500 $ 106,061
Shares outstanding - Institutional Class 1,961 2,742 (745) (2) 3,958
Net asset value and offering price per $ 19.51
share - Institutional Class $ 26.80 $ 20.43 $ 26.80
INVESTMENTS AT COST $ 321,691 $ 29,388 $ 351,079
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) To reclass to paid-in capital the accumulated net investment loss of the
Brenton Value Equity Fund, because it cannot be carried over to the Wells
Fargo Growth Fund.
(2) Share adjustments based on surviving Fund NAV.
[THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. See
Page B-9.]
B-6
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended September 30, 2000 (Unaudited)
(000's)
<TABLE>
<CAPTION>
Wells Fargo Growth
Wells Fargo Growth Brenton Value Pro Forma Fund Pro Forma
Fund Equity Fund Adjustments Combined
------------------ ------------- ----------- ------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends $ 3,608 $ 601 $ 4,209
Interest 506 506
Securities lending income 114 114
Total Investment Income 4,228 601 4,829
EXPENSES
Advisory fees 3,372 363 154 (1) 3,889
Administration fees 698 109 (29) (1) 778
Custody fees 92 9 3 (1) 104
Shareholder servicing fees 1,043 0 (1) 1,043
Portfolio accounting fees 83 25 (25) (1) 83
Transfer agency fees 826 51 46 (1) 923
Distribution fees 537 273 * (273) (1) 537
Legal and audit fees 70 19 (2) (1) 87
Registration fees 63 1 6 (1) 70
Directors' fees 5 5 (5) (1) 5
Shareholder reports 102 14 (2) (1) 114
Other 45 9 (4) (1) 50
Total Expenses 6,936 878 (131) 7,683
Less:
Waived fees and reimbursed expenses fees (1,256) (253) 102 (1) (1,407)
Net expenses 5,680 625 (29) 6,276
NET INVESTMENT INCOME (LOSS) (1,452) (24) 29 (1,447)
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain (loss) on sale of investments 93,818 918 94,736
Net change in unrealized appreciation
or depreciation of investments (28,752) 5,910 (22,842)
Net Gain (Loss) on Investments 65,066 6,828 71,894
NET INCREASE(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 63,614 $ 6,804 29 $ 70,447
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes shareholder servicing fees
(1) To adjust expenses to reflect the Combined Fund's estimated fees and
expenses, based on contractual rates or elimination of duplicative services.
[THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. See
Page B-9.]
B-7
<PAGE>
WELLS FARGO FUNDS - GROWTH FUND
PRO FORMA PORTFOLIO OF INVESTMENTS
As of September 30, 2000 (Unaudited) (Note 1)
<TABLE>
<CAPTION>
Shares Security Name Market Value ($000's)
---------------------------------------- -----------------------------------------
WF Growth WF Growth
Fund Fund
WF Growth Brenton Value Pro Forma Brenton Value Pro Forma
Fund Equity Fund Combined COMMON STOCK WF Growth Fund Equity Fund Combined
<S> <C> <C> <C> <C> <C> <C>
AMUSEMENT & RECREATION SERVICES
93,500 0 93,500 Walt Disney Company $ 3,576 - $ 3,576
APPAREL & ACCESSORY STORES
58,200 0 58,200 Kohl's Corporation 3,357 - 3,357
BUILDING MATERIALS, HARDWARE, GARDEN
SUPPLY & MOBILE HOME DEALERS
82,500 16,500 99,000 Home Depot Incorporated 4,378 876 5,254
43,400 10,000 53,400 Lowe's Companies Incorporated 1,948 449 2,397
-----------------------------------------
6,326 1,325 7,651
BUSINESS SERVICES
82,528 10,000 92,528 America Online Incorporated 4,421 538 4,959
52,500 0 52,500 Commerce One Incorporated 4,121 - 4,121
66,500 0 66,500 Interpublic Group of Companies Incorporated 2,265 - 2,265
202,669 20,000 222,669 Microsoft Corporation 12,211 1,204 13,415
108,500 0 108,500 Oracle Corporation 8,544 - 8,544
58,304 0 58,304 Sun Microsystems Incorporated 6,807 - 6,807
15,000 0 15,000 TIBCO Software Incorporated 1,267 - 1,267
39,575 0 39,575 VERITAS Software Corporation 5,620 - 5,620
0 8,000 8,000 Dell Computers Corporation 0 247 247
0 7,000 7,000 Electronic Data Systems Corporation 0 291 291
-----------------------------------------
45,256 2,280 47,536
CHEMICALS & ALLIED PRODUCTS
64,127 0 64,127 Abbott Laboratories 3,050 - 3,050
59,400 0 59,400 Clorox Company 2,350 - 2,350
103,000 0 103,000 Colgate-Palmolive Company 4,862 - 4,862
37,711 0 37,711 Eli Lilly & Company 3,059 - 3,059
13,000 0 13,000 Genentech Incorporated 2,414 - 2,414
59,076 8,000 67,076 Gillette Company 1,824 247 2,071
48,425 12,000 60,425 Johnson & Johnson 4,549 1,126 5,675
72,152 10,000 82,152 Merck & Company Incorporated 5,371 744 6,115
231,751 20,000 251,751 Pfizer Incorporated 10,414 899 11,313
24,500 0 24,500 Pharmacia Corporation 1,475 - 1,475
50,500 0 50,500 Praxair Incorporated 1,887 - 1,887
38,244 9,000 47,244 Procter & Gamble Company 2,562 603 3,165
52,725 9,000 61,725 Schering-Plough Corporation 2,452 419 2,871
0 10,000 10,000 Newell Rubbermaid Incorporated 0 228 228
0 19,000 19,000 Bristol-Myers Squibb Company 0 1,084 1,084
0 5,019 5,019 DuPont (E.I.) de Nemours & Company 0 208 208
-----------------------------------------
46,269 5,558 51,827
COMMUNICATIONS
88,500 0 88,500 360networks Incorporated 1,737 - 1,737
57,200 0 57,200 Clear Channel Communications Incorporated 3,232 - 3,232
42,500 0 42,500 Nextel Communications Incorporated 1,987 - 1,987
75,500 0 75,500 NEXTLINK Communications Incorporated 2,657 - 2,657
56,000 0 56,000 Qwest Communications Incorporated 2,692 - 2,692
141,204 17,000 158,204 SBC Communications Incorporated 7,060 850 7,910
110,500 25,000 135,500 WorldCom Incorporated 3,356 759 4,115
0 15,000 15,000 AT&T Corporation 0 441 441
0 13,000 13,000 Lucent Technologies 0 397 397
0 14,640 14,640 Verizon Communications 0 709 709
-----------------------------------------
22,721 3,156 25,877
DEPOSITORY INSTITUTIONS
77,751 15,000 92,751 Chase Manhattan Corporation 3,591 693 4,284
276,132 33,333 309,465 Citigroup Incorporated 14,928 1,801 16,729
28,750 0 28,750 Fifth Third Bancorp 1,549 - 1,549
25,000 0 25,000 Golden West Financial Corporation 1,341 - 1,341
24,650 0 24,650 State Street Corporation 3,205 - 3,205
0 15,276 15,276 Bank of America Corporation 0 800 800
0 15,000 15,000 First Union Corporation 0 483 483
0 27,000 27,000 Wells Fargo Company 0 1,240 1,240
-----------------------------------------
24,614 5,017 29,631
EATING & DRINKING PLACES
66,864 10,000 76,864 McDonald's Corporation 2,018 302 2,320
ELECTRIC, GAS & SANITARY SERVICES
182,600 30,000 212,600 AES Corporation 12,508 2,055 14,563
29,000 0 29,000 Southern Energy Incorporated 910 - 910
47,830 0 47,830 Williams Companies Incorporated 2,021 - 2,021
-----------------------------------------
15,439 2,055 17,494
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT &
COMPONENTS, EXCEPT COMPUTER EQUIPMENT
40,900 0 40,900 Celestica Incorporated 2,832 - 2,832
390,726 40,000 430,726 General Electric Company 22,540 2,308 24,848
250,032 30,000 280,032 Intel Corporation 10,408 1,249 11,657
77,800 0 77,800 JDS Uniphase Corporation 7,367 - 7,367
24,000 0 24,000 Micron Technology Incorporated 1,104 - 1,104
34,300 0 34,300 Network Appliance Incorporated 4,369 - 4,369
219,372 0 219,372 Nortel Networks Corporation 13,066 - 13,066
15,500 0 15,500 PMC-Sierra Incorporated 3,336 - 3,336
32,100 0 32,100 Sammina Corporation 3,005 - 3,005
64,488 0 64,488 Texas Instruments Incorporated 3,043 - 3,043
32,000 0 32,000 TyCom Limited 1,228 - 1,228
0 2,479 2,479 Agilent Technologies Incorporated 0 121 121
0 6,000 6,000 Emerson Electric Company 0 402 402
0 24,000 24,000 Motorola Incorporated 0 678 678
0 18,000 18,000 Xilinx Incorporated 0 1,541 1,541
-----------------------------------------
72,298 6,299 78,597
ENGINEERING, ACCOUNTING, RESEARCH,
MANAGEMENT & RELATED SERVICES
53,600 0 53,600 Halliburton Company 2,623 - 2,623
FOOD & KINDRED PRODUCTS
72,800 20,000 92,800 Anheuser-Busch Companies Incorporated 3,080 846 3,926
119,020 9,200 128,220 Coca-Cola Company 6,561 507 7,068
77,600 16,700 94,300 PepsiCo Incorporated 3,570 768 4,338
-----------------------------------------
13,211 2,121 15,332
GENERAL MERCHANDISE STORES
249,040 0 249,040 Target Corporation 6,382 - 6,382
173,104 20,000 193,104 Wal-Mart Stores Incorporated 8,331 963 9,294
-----------------------------------------
14,713 963 15,676
INDUSTRIAL & COMMERCIAL MACHINERY &
COMPUTER EQUIPMENT
351,960 28,000 379,960 Cisco Systems Incorporated 19,446 1,547 20,993
138,236 18,000 156,236 EMC Corporation 13,703 1,784 15,487
43,076 6,500 49,576 Hewlett-Packard Company 4,178 631 4,809
71,482 11,000 82,482 IBM Corporation 8,042 1,238 9,280
36,000 0 36,000 Palm Incorporated 1,906 - 1,906
0 10,000 10,000 Illinois Tool Works Incorporated 0 559 559
-----------------------------------------
47,275 5,759 53,034
INSURANCE AGENTS, BROKERS & SERVICE
18,800 0 18,800 Marsh & McLennan Companies Incorporated 2,496 - 2,496
INSURANCE CARRIERS
141,031 11,250 152,281 American International Group Incorporated 13,495 1,076 14,571
54,000 0 54,000 AXA Financial Incorporated 2,751 - 2,751
35,000 0 35,000 St. Paul Companies Incorporated 1,726 - 1,726
-----------------------------------------
17,972 1,076 19,048
MEASURING, ANALYZING & CONTROLLING
INSTRUMENTS; PHOTOGRAPHIC, MEDICAL &
OPTICAL GOODS
44,069 0 44,069 Baxter International Incorporated 3,517 - 3,517
37,488 0 37,488 Danaher Corporation 1,865 - 1,865
19,402 15,000 34,402 Medtronic Incorporated 1,005 777 1,782
-----------------------------------------
6,387 777 7,164
MISCELLANEOUS MANUFACTURING INDUSTRIES
118,900 27,000 145,900 Tyco International Limited 6,168 1,401 7,569
0 8,100 8,100 Minnesota Mining & Manufacturing Company 0 738 738
-----------------------------------------
6,168 2,139 8,307
MISCELLANEOUS RETAIL
61,800 0 61,800 Bed Bath & Beyond Incorporated 1,507 - 1,507
36,000 0 36,000 Dollar Tree Stores Incorporated 1,460 - 1,460
-----------------------------------------
2,967 - 2,967
MOTION PICTURES
41,000 7,000 48,000 Time Warner Incorporated 3,208 548 3,756
NONDEPOSITORY CREDIT INSTITUTIONS
94,750 0 94,750 Federal National Martgage Association 6,775 - 6,775
106,140 0 106,140 Household International Incorporated 6,010 - 6,010
-----------------------------------------
12,785 - 12,785
OIL & GAS EXTRACTION
83,000 0 83,000 Diamond Offshore Drilling Incorporated 3,403 - 3,403
29,000 0 29,000 Enron Corporation 2,541 - 2,541
35,669 0 35,669 Transocean Sedco Forex Incorporated 2,091 - 2,091
0 10,000 10,000 BP Amoco Company, PLC 0 530 530
0 10,563 10,563 Conoco Incorporated - Class B 0 285 285
0 15,000 15,000 El Paso Energy Corporation 0 924 924
0 10,000 10,000 Schlumberger Limited 0 823 823
-----------------------------------------
8,035 2,562 10,597
PAPER & ALLIED PRODUCTS
44,600 0 44,600 International Paper Company 1,279 - 1,279
18,800 9,000 27,800 Kimberly-Clark Corporation 1,049 502 1,551
0 15,000 15,000 CVS Corporation 0 695 695
-----------------------------------------
2,328 1,197 3,525
PETROLEUM REFINING & RELATED INDUSTRIES
36,773 0 36,773 Chevron Corporation 3,135 - 3,135
34,100 0 34,100 Coastal Corporation 2,528 - 2,528
113,952 17,000 130,952 Exxon Mobile Corporation 10,155 1,515 11,670
70,216 0 70,216 Royal Dutch Petroleum Company NY Shares ADR 4,209 - 4,209
-----------------------------------------
20,027 1,515 21,542
PRIMARY METAL INDUSTRIES
107,764 0 107,764 Alcoa Incorporated 2,728 - 2,728
0 6,000 6,000 Nucor Corporation 0 181 181
-----------------------------------------
2,728 181 2,909
PRINTING, PUBLISHING & ALLIED INDUSTRIES
35,196 0 35,196 Viacom Incorporated Class B 2,059 - 2,059
SECURITY & COMMODITY BROKERS, DEALERS,
EXCHANGES & SERVICES
22,500 0 0 Franklin Resources Incoprorated 1,133 - 1,133
22,000 0 22,000 Goldman Sachs Group Incorporated 2,507 - 2,507
45,600 0 45,600 Merrill Lynch & Company Incorporated 3,010 - 3,010
52,116 16,000 68,116 Morgan Stanley, Dean Witter & Company 4,764 1,463 6,227
0 12,000 12,000 MGIC Investment Corporation 0 734 734
0 10,000 10,000 Washington Mutual Incorporated 0 398 398
-----------------------------------------
11,414 2,595 14,009
STONE, CLAY, GLASS & CONCRETE PRODUCTS
27,500 0 27,500 Corning Incorporated 8,167 - 8,167
TRANSPORTATION EQUIPMENT
41,600 0 41,600 United Technologies Corporation 2,881 - 2,881
0 7,000 7,000 General Motors Corporation 0 455 455
-----------------------------------------
2,881 455 3,336
AEROSPACE/DEFENSE
0 21,000 21,000 General Motors Corporation - Class H 0 781 781
OFFICE SUPPLIES, AUTOMATION & EQUIPMENT
0 8,000 8,000 Avery Dennison Corporation 0 371 371
0 10,000 10,000 Pitney Bowes Incorporated 0 394 394
-----------------------------------------
0 765 765
RETAIL - CONVENIENCE STORES
0 35,000 35,000 Casey's General Stores Incorporated 0 455 455
WHOLESALE
0 25,000 25,000 Arrow Electronics Incorporated 0 852 852
0 30,000 30,000 Sysco Corporation 0 1,389 1,389
-----------------------------------------
0 2,241 2,241
WHOLESALE & INTERNATIONAL TRADE
0 22,000 22,000 Costco Wholesale Corporation 0 769 769
TOTAL COMMON STOCK 429,318 52,891 482,209
INVESTMENT COMPANIES
0 608,579 608,579 Goldman Federal Money Market Portfolio $ - 609 $ 609
REPURCHASE AGREEMENTS
5,408,000 0 5,408,000 Goldman Sachs Requrchase Agreement - 102%
Collateralized by US Government Securities $ 5,408 - $ 5,408
TOTAL INVESTMENTS, at MARKET VALUE $434,726 53,500 $488,226
=========================================
</TABLE>
(1) Once Wells Fargo & Company acquired Brenton Banks, Inc. and became the
parent company to the investment advisor of the Brenton Value Equity Fund,
the federal securities laws prohibited the Brenton Value Equity Fund from
acquiring any security issued by Wells Fargo & Company. In light of this
prohibition, the Brenton Value Equity Fund sold all its Wells Fargo &
Company stock prior to the closing of Wells Fargo & Company's acquisition
of Brenton Banks, Inc.
It is not expected that any of the other securities will have to be sold as
a result of the merger.
[THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
See Page B-9.]
B-8
<PAGE>
Wells Fargo Funds
Notes to Pro Forma Financial Statements (Unaudited)
1.) Basis of Combination
The accompanying unaudited Pro Forma Combining Portfolio of Investments,
Statements of Assets and Liabilities and the Statement of Operations reflect the
accounts of the Brenton Value Equity Fund of the Coventry Group ("Brenton") and
the Wells Fargo Growth Fund of Wells Fargo Funds Trust ("Wells Fargo") as of,
September 30, 2000 and for the year then ended. These pro forma statements have
been derived from the annual and semi-annual reports of Brenton and Wells Fargo.
For the merger transaction, the Wells Fargo Growth Fund will be the legal and
accounting survivor.
Wells Fargo Bank, N.A. has agreed to pay all expenses of the reorganization so
Brenton or Wells Fargo shareholders will not bear these costs.
Under generally accepted accounting principles, the historical cost of the
investment securities will be carried forward to the surviving entity. The pro
forma statements have been prepared utilizing proposed fee data and historical
data of the Brenton and Wells Fargo Funds.
The Pro Forma Portfolio of Investments, Statement of Assets and Liabilities and
Statement of Operations should be read in conjunction with the historical
financial statements of Brenton and Wells Fargo.
Pro forma adjusted annual investment advisory fee rates used were .75% for WF
Growth Fund.
Pro forma adjusted administration fees were computed based on the annual rate of
.15% of average daily net assets of the funds.
Pro forma adjusted transfer agency fees were calculated on a per shareholder
account basis.
Pro forma adjusted custody fees were computed based on an annual rate of .02% of
average daily net assets.
Pro forma shareholder servicing and distribution fees were adjusted to reflect
the Brenton Fund's merger into the Wells Fargo Institutional Class which pays
no shareholder servicing or distribution fees.
The pro forma adjustments to portfolio accounting and directors' fees reflect
contracts of the Funds.
The pro forma adjustments to legal and audit, registration, and shareholder
report costs reflect the estimated differences resulting from having a single
entity with a greater level of net assets and number of shareholders, savings
due to economies of scale and decreases in certain expenses duplicated between
the funds.
2.) Portfolio Valuation
Investments in securities in the pro forma financial statements are valued in
accordance with the descriptions in their respective prospectuses.
3.) Investment Objectives and Policies
The pro forma financial statements do not reflect the effects, if any, of the
proposed differing investment objectives and policies of certain of the Funds.
B-9
<PAGE>
PART C
OTHER INFORMATION
Item 15. INDEMNIFICATION.
The Amended and Restated Declaration of Trust of the Registrant,
incorporated by reference as Exhibit 1 hereto, provides for the indemnification
of the Registrant's Trustees, officers, employees and agents. The following
sections of Article IX provide as follows:
Section 1. Limitation of Liability. All persons contracting with or
having any claim against the Trust or a particular Series shall look only to the
assets of the Trust or such Series, respectively, for payment under such
contract or claim; and neither the Trustees nor any of the Trust's officers,
employees or agents, whether past, present or future (each a "Covered Person,"
and collectively the "Covered Persons"), shall be personally liable therefor.
No Covered Person shall be liable to the Trust or to any Shareholder for any
loss, damage or claim incurred by reason of any act performed or omitted by such
Covered Person in good faith on behalf of the Trust, a Series or a Class, and in
a manner reasonably believed to be within the scope of authority conferred on
such Covered Person by this Declaration, except that a Covered Person shall be
liable for any loss, damage or claim incurred by reason of such Covered Person's
bad faith, gross negligence, willful misconduct or reckless disregard of the
duties involved in the conduct of his or her office.
Section 2. Mandatory Indemnification. (a) Subject only to the express
limitations in the 1940 Act or other applicable laws, the Trust or the
appropriate Series shall indemnify each of its Covered Persons to the fullest
extent permitted under the 1940 Act and other applicable laws, including:
(i) against all liabilities and expenses reasonably incurred or
paid by him or her in connection with any claim, action, suit or proceeding in
which he or she becomes involved as a party or otherwise by virtue of his or her
being or having been a Covered Person and against amounts paid or incurred in
the settlement thereof.
(ii) As used herein, the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without limitation, reasonable
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
(b) The rights of indemnification herein provided may be insured against
by policies of insurance maintained by the Trust, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, and shall inure to the benefit of the heirs, executors
and administrators of a Covered Person.
C-1
<PAGE>
(c) To the maximum extent permitted by the 1940 Act and other applicable
laws, expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described in
subsection (a) of this Section shall be paid by the Trust or applicable Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be paid
over by him or her to the Trust or applicable Series if it is ultimately
determined that he or she is not entitled to indemnification under this Section;
provided, however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured against
losses arising out of any such advance payments or (iii) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trial-type inquiry) that there is reason to believe that such Covered Person
will not be disqualified from indemnification under this Section; provided,
however, that the Trust shall not be obligated to pay the expenses of any agent
acting pursuant to a written contract with the Trust, except to the extent
required by such contract;
(d) Any repeal or modification of this Article IX shall be prospective
only, to the extent that such repeal or modification would, if applied
retrospectively, affect any limitation on the liability of any Covered Person in
an a manner that would be adverse to such Covered Person or affect any
indemnification available to any Covered Person in a manner that would be
adverse to such Covered Person with respect to any act or omission which
occurred prior to such repeal, modification or adoption.
Item 16. EXHIBITS.
All references to the "Registration Statement" in the following list
of Exhibits refer to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-74295; 811-09253).
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(1) Amended and Restated Declaration of Trust dated August 19, 1999, is incorporated by
reference to Post-Effective Amendment No. 8 to the Registration Statement, filed on
December 17, 1999.
(2) Not applicable
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization, filed herewith.
(5) Not Applicable.
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(6)(a) Investment Advisory Agreement between the Registrant and Wells Fargo Bank, N.A., dated
November 8, 1999, is incorporated by reference to Post-Effective Amendment No. 16 to the
Registration Statement, filed on October 30, 2000.
(6)(b) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Barclays Global
Fund Advisors, dated November 8, 1999, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
(6)(c) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Dresdner RCM
Global Investors LLC, dated July 25, 2000, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
(6)(d) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Galliard Capital
Management, Inc., dated November 8, 1999, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
(6)(e) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Peregrine
Capital Management, Inc., dated November 8, 1999, is incorporated by reference to
Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
(6)(f) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Schroder
Investment Management North America, Inc., dated November 8, 1999, is incorporated by
reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on
October 30, 2000.
(6)(g) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Smith Asset
Management Group, L.P., dated November 8, 1999 as amended July 25, 2000, is incorporated
by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on
October 30, 2000.
(6)(h) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Wells Capital
Management Incorporated, dated November 8, 1999, is incorporated by reference to
Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(7) Distribution Agreement with Stephens Inc. and form of Selling Agreement, is incorporated
by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on
October 30, 2000.
(8) Not Applicable.
(9)(a) Custody Agreement between Registrant and Wells Fargo Bank Minnesota, N.A. dated November
8, 1999, as amended July 25, 2000, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
(9)(b) Custody Agreement between Registrant and Barclays Global Investors, dated November 8, 1999
as amended July 25, 2000, is incorporated by reference to Post-Effective Amendment No. 16
to the Registration Statement, filed on October 30, 2000.
(10) Distribution Plan adopted under Rule 12b-1 of the 1940 Act, dated November 8, 1999, is
incorporated by reference to Post-Effective Amendment No. 16 to the Registration
Statement, filed on October 30, 2000.
(11) Opinion and Consent of Counsel - Morrison & Foerster LLP, filed herewith.
(12) See Item 17(3) of this Part C.
(13)(a) Fee and Expense Agreement between Registrant and Wells Fargo Bank, N.A. dated July 25,
2000, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration
Statement, filed on October 30, 2000.
13(b) Administration Agreement between Registrant and Wells Fargo Bank, N.A., dated November 8,
1999, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration
Statement, filed on October 30, 2000.
13(c) Transfer Agency and Service Agreement between Registrant and Boston Financial Data
Services, Inc., dated November 8, 1999, is incorporated by reference to Post-Effective
Amendment No. 16 to the Registration Statement, filed on October 30, 2000.
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
(14)(a) Consent of Independent Auditors of Wells Fargo Funds Trust - KPMG LLP to the use of the
reports dated November 3, 2000 for the Wells Fargo Growth Fund, dated July 10, 2000 for
the Wells Fargo Intermediate Government Income Fund, and dated May 12, 2000 for the Wells
Fargo Government Money Market Fund, filed herewith.
(14)(b) Consent of Independent Auditors of the Brenton Funds of Coventry Group - Ernst & Young
LLP, filed herewith.
(15) Not Applicable.
(16) Powers of Attorney, are incorporated by reference to the Registrant's Registration
Statement on Form N-14, filed November 3, 2000 (File Nos. 333-49224; 811-09253).
(17) Form of Proxy Ballot, filed herewith.
</TABLE>
ITEM 17. UNDERTAKINGS.
(1) Wells Fargo 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.
(3) The undersigned Registrant agrees to file, by post-effective amendment, an
opinion of counsel or a copy of an IRS ruling supporting the tax
consequences of the Reorganization within a reasonably prompt time after
receipt of such opinion or ruling, but in any event no later than one
business day after consummation of the Reorganization.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of San Francisco and State of California on the 5th
day of January, 2001.
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
Registration Statement on Form N-14 has been signed by the following persons in
the capacities and on the 5th day of January, 2001.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
President and/or Principal Executive Officer
---------------------------------------------------
Michael J. Hogan*
Treasurer and/or Principal Financial Officer
---------------------------------------------------
Karla M. Rabusch*
</TABLE>
A Majority of the Trustees*
Robert C. Brown Trustee
Thomas S. Goho Trustee
Peter G. Gordon Trustee
W. Rodney Hughes Trustee
Richard M. Leach Trustee
J. Tucker Morse Trustee
Timothy J. Penny Trustee
Donald C. Willeke Trustee
*By: /s/ Dorothy A. Peters
----------------------
Dorothy A. Peters
(Attorney-in-Fact)
C-6
<PAGE>
WELLS FARGO FUNDS TRUST
N-14 Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4 Form of Agreement and Plan of Reorganization.
11 Opinion and Consent of Counsel - Morrison & Foerster LLP.
14(a) Independent Auditors' Consent - KPMG LLP.
14(b) Independent Auditors' Consent - Ernst & Young LLP.
17 Form of Proxy Ballot
</TABLE>
E-1
