WELLS FARGO CORE TRUST, N-1/A, 1999-11-15

WELLS FARGO CORE TRUST
N-1/A, 1999-11-15

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As filed with the Securities and Exchange Commission
on November 15, 1999
Registration No. 811-9689

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
------------------------

WELLS FARGO CORE TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------

Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006

<PAGE>

EXPLANATORY NOTE

This Registration Statement has been filed by the Registrant pursuant
to Section 8(b) of the Investment Company Act of 1940, as amended, in order to
add the financial statements for the portfolios of the predecessor Core Trust
(Delaware). However, beneficial interests in the Registrant are not being
registered under the Securities Act of 1933, as amended (the "1933 Act"), since
such interests will be issued solely in private placement transactions which do
not involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the Registrant may only be made by the investment companies
or certain other entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any beneficial
interests in the Registrant.

<PAGE>

Part A

WELLS FARGO CORE TRUST

PRIVATE PLACEMENT MEMORANDUM

Disciplined Growth Portfolio
Index Portfolio
Equity Income Portfolio
International Equity Portfolio
International Portfolio
Large Company Growth Portfolio
Managed Fixed Income Portfolio
Positive Return Bond Portfolio
Small Cap Index Portfolio
Small Cap Value Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Stable Income Portfolio
Strategic Value Bond Portfolio

November 15, 1999

Responses to Items 1 through 3 have been omitted pursuant to paragraph (B)(2)(b)
of the General Instructions to Form N-1A.

Wells Fargo Core Trust ("Trust") is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Trust is currently comprised of fourteen separate series of
Portfolios (each a "Portfolio" and collectively the "Portfolios"): Disciplined
Growth Portfolio, Index Portfolio, Equity Income Portfolio, International Equity
Portfolio, International Portfolio, Large Company Growth Portfolio, Managed
Fixed Income Portfolio, Positive Return Bond Portfolio, Small Cap Index
Portfolio, Small Cap Value Portfolio, Small Company Growth Portfolio, Small
Company Value Portfolio, Stable Income Portfolio, and Strategic Value Bond
Portfolio. The Trust's Declaration of Trust authorizes the Board of Trustees to
issue an unlimited number of beneficial interest ("Interests") and to establish
and designate such Interests into one or more Portfolios. Wells Fargo Bank, N.A.
("Wells Fargo" or "Advisor") serves as the investment advisor to each of the
Portfolios.

ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS.

The investment objective of each Portfolio is non-fundamental, and may be
changed by a vote of the Board of Trustees.

Disciplined Growth Portfolio: The Portfolio seeks capital appreciation by
investing primarily in common stocks of larger companies.

The Portfolio seeks higher long-term returns by investing primarily in the
common stock of companies that, in the view of the Advisor, possess above
average potential for growth. The Portfolio invests in companies with average
market capitalizations greater than $5 billion.

The Portfolio seeks to identify growth companies that will report a level of
corporate earnings that exceed the level expected by investors. In seeking these
companies, the Advisor uses both quantitative and fundamental analysis. The
Advisor may consider, among other factors, changes of earnings estimates by
investment analysts, the recent trend of company earnings reports, and an
analysis of the fundamental business outlook for the company. The Advisor uses a
variety of valuation measures to determine whether or not the share price
already reflects any positive fundamentals identified by the Advisor. In
addition to approximately equal weighting of portfolio securities, the Advisor
attempts to constrain the variability of the investment returns by employing
risk control screens for price volatility, financial quality, and valuation.

The principal risk factor associated with this Portfolio is market risk. See the
"Related Risks" section below for a discussion of this risk and other risks of
investing in this Portfolio.

Index Portfolio: The Portfolio seeks to replicate the total rate of return of
the Standard & Poor's 500 Composite Stock Index (the "S&P 500 Index").

The Portfolio invests in substantially all of the common stocks listed on the
S&P 500 Index and attempts to achieve at least a 95% correlation between the
performance of the S&P 500 Index and the Portfolio's investment results, before
expenses. This correlation is sought regardless of market conditions.

A precise duplication of the performance of the S&P 500 Index would mean that
the net asset value of Interests, including dividends and capital gains would
increase or decrease in exact proportion to changes in the S&P 500 Index. Such a
100% correlation is not feasible. The Advisor's ability to track the performance
of the S&P 500 Index may be affected by, among other things, transaction costs
and shareholder purchases and redemptions. The Advisor continuously monitors the
performance and composition of the S&P 500 Index and adjusts the Portfolio's
securities as necessary to reflect any changes to the S&P 500 Index.

Under normal market conditions, the Portfolio invests in a diversified portfolio
of common stocks designed to provide a relative sample of the stocks listed on
the S&P 500 Index; in stock index futures and options on stock indexes as a
substitute for comparable position in the underlying securities, and in
interest-rate futures contracts, options or interest rate swaps and index swaps.

The principal risk factors associated with this Portfolio are index risk and
market risk. See the "Related Risks" section below for a discussion of these
risks and other risks of investing in this Portfolio.

Equity Income Portfolio: The Portfolio seeks long-term capital appreciation and
above-average dividend income.

The Portfolio invests primarily in the common stock of large, high-quality
domestic companies that have above-average return potential based on current
market valuations. The Advisor primarily emphasizes investments in securities of
companies with above-average dividend income. The Advisor uses various valuation
measures when selecting securities for the portfolio, including above-average
dividend yields and below industry average price-to-earnings, price-to-book and
price-to-sales ratios. The Advisor considers "large" companies to be those whose
market capitalization is greater than the median of the Russell 1000 Index.

Under normal market conditions, the Portfolio invests at least 65% of total
assets in income-producing equity securities and in issues of companies with
market capitalization greater than the median of the Russell 1000 Index.

The Advisor may invest in preferred stocks, convertible securities, and
securities of foreign companies. The Advisor will normally limit investment in a
single issuer to 10% or less of total assets.

The principal risk factors associated with this Portfolio are market risk and
interest rate risk. See the "Related Risks" section below for a discussion of
these risks and other risks of investing in this Portfolio.

International Equity Portfolio: The Portfolio seeks total return, with an
emphasis on capital appreciation, over the long-term, by investing primarily in
equity securities of non-U.S. companies.

The Portfolio seeks to earn total return by investing at least 80% of its assets
in common stock of companies located or operating in developed and emerging
markets. It is expected that the securities held by the Portfolio will be traded
on a stock exchange or other market in the country in which the issuer is based,
but they also may be traded in other countries, including the United States. The
Portfolio must invest its assets in the securities of at least five different
countries other than the United States. The Portfolio may also invest in
American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs") and
similar instruments.

The Advisor applies a fundamentals-driven, value-oriented analysis to identify
companies with above-average potential for long-term growth. The Advisor
examines financial data including the company's historical performances and its
projected future earnings. The Advisor also considers other key criteria such as
a company's local, regional or global franchise; history of effective management
demonstrated by expanding revenues and earnings growth; and prudent financial
and accounting policies and ability to take advantage of a changing business
environment. In allocating among countries, regions and industry sectors, the
Advisor considers factors such as economic growth prospects, monetary and fiscal
policies, political stability, currency trends, market liquidity and investor
sentiment.

The principal risk factors associated with this Portfolio are currency risk,
emerging market risk, foreign risk, market risk and regulatory risk. See the
"Related Risks" section below for a discussion of these risks and other risks of
investing in this Portfolio.

International Portfolio: The Portfolio seeks long-term capital appreciation by
investing directly or indirectly in high-quality companies based outside the
United States. The Portfolio selects its investments on the basis of their
potential for capital appreciation without regard to current income. The
Portfolio may also invest in the securities of domestic closed-end investment
companies that invest primarily in foreign securities and may invest in debt
obligations of foreign governments or their political subdivisions, agencies, or
instrumentalities, of supranational organizations, and of foreign corporations.
The Portfolio's investments are generally diversified among securities of
issuers in foreign countries including, but not limited to Japan, Germany, the
United Kingdom, France, the Netherlands, Hong Kong, Singapore, and Australia. In
general, the Portfolio will invest only in securities of companies and
governments in countries that the Adviser, in its judgment, considers both
politically and economically stable. The Portfolio has no limit on the amount of
its assets that may be invested in any one type of foreign instrument or in any
foreign country; however, to the extent the Portfolio concentrates its assets in
a foreign country, it will incur greater risks.

Under normal circumstances, the International Portfolio will invest
substantially all of its assets, but not less than 65% of its net assets, in
equity securities of companies domiciled outside the United States. The
Portfolio may purchase preferred stock and convertible debt securities,
including convertible preferred stock. The Portfolio also may enter into foreign
exchange contracts, including forward contracts to purchase or sell foreign
currencies, in anticipation of its currency requirements and to protect against
possible adverse movements in foreign exchange rates and may purchase ADRs, EDRs
or other similar securities of foreign issuers.

The principal risk factors associated with this Portfolio are currency risk,
foreign risk and market risk. See the "Related Risks" section below for a
discussion of these risks and other risks of investing in this Portfolio.

Large Company Growth Portfolio: The Portfolio seeks long-term capital
appreciation by investing primarily in large, high-quality domestic companies
that the Advisor believes have superior growth potential. The Advisor considers
"large" companies to be those whose market capitalization is greater than the
median of the Russell 1000 Index. In selecting securities for the Portfolio, the
Advisor seeks issuers whose stock is attractively valued with fundamental
characteristics that are significantly better than the market average and that
support internal earnings growth capability. The Advisor may invest in the
securities of companies whose growth potential the Advisor believes is generally
unrecognized or misperceived by the market.

The Advisor will not invest more than 10% of the Portfolio's total assets in the
securities of a single issuer. The Advisor may invest up to 20% of the
Portfolio's total assets in the securities of foreign companies and may hedge
against currency risk by using foreign currency forward contracts.

The principal risk factors associated with this Portfolio are currency risk,
foreign risk, leverage risk and market risk. See the "Related Risks" section
below for a discussion of these risks and other risks of investing in this
Portfolio.

Managed Fixed Income Portfolio: The Portfolio seeks consistent fixed-income
returns by investing primarily in investment grade intermediate-term securities.
The Advisor invests in a diversified portfolio of fixed and variable rate U.S.
dollar denominated, fixed-income securities of a broad spectrum of U.S. and
foreign issuers, including securities issued or guaranteed as to principal and
interest by the U.S. Government, its agencies or its instrumentalities ("U.S.
Government Securities"), and the debt securities of financial institutions,
corporations and others. The Advisor emphasizes the use of intermediate maturity
securities to lessen duration and employs low risk yield enhancement techniques
to enhance return over a complete economic or interest rate cycle. The Advisor
considers intermediate-term securities to be those with maturities of between 2
and 20 years.

The Portfolio will limit its investment in mortgage-backed securities to not
more than 65% of its total assets and its investment in asset-backed securities
to not more than 25% of its net assets. In addition, the Portfolio may not
invest more than 30% of its total assets in securities issued or guaranteed by
any single agency or instrumentality of the U.S. Government, except the U.S.
Treasury.

The Portfolio normally will have an average dollar-weighted portfolio maturity
of between 3 and 12 years and a duration of between 2 and 6 years.

While not a principal strategy, the Advisor also may purchase up to 10% of its
total assets in securities issued or guaranteed by foreign governments the
Advisor deems stable, or their subdivisions, agencies, or instrumentalities;
loan or security participations; securities of supranational organizations; and
municipal securities.

The principal risk factors associated with this Portfolio are credit risk,
leverage risk, foreign risk, market risk, interest rate risk and prepayment
risk. See the "Related Risks" section below for a discussion of these risks and
other risks of investing in this Portfolio.

Positive Return Bond Portfolio: The Portfolio seeks to produce a positive return
each calendar year regardless of general bond market performance. The Portfolio
invests in U.S. Government securities and corporate fixed-income investments.
The Portfolio's assets are divided into two components, short bonds with
maturities (or average life) of 2 years or less and long bonds with maturities
of 25 years or more. Shifts between short bonds and long bonds are made based on
movement in the prices of bonds rather than on the Advisor's forecast of
interest rates. During periods of falling prices (generally, increasing interest
rate environments) long bonds are sold to protect capital and limit losses.
Conversely, when bond prices rise, long bonds are purchased. The average
dollar-weighted maturity of the Portfolio will vary between 1 and 30 years.

Under normal circumstances, the Advisor invests at least 50% of the net assets
in U.S. Government securities, including U.S. Treasury securities. The Advisor
only purchases securities that are rated, at the time of purchase, within 1 of
the 2 highest long-term rating categories assigned by a nationally recognized
statistical rating organization ("NRSRO") or that are unrated and determined by
the Advisor to be of comparable quality. The Advisor may invest up to 25% of its
assets in securities rated in the second highest rating category. The Advisor
does not invest more than 25% of the Portfolio's total assets in zero-coupon
securities, securities with variable or floating rates of interest, or
asset-backed securities.

The principal risk factors associated with this Portfolio are credit risk,
market risk, interest rate risk, prepayment risk and leverage risk. See the
"Related Risks" section below for a discussion of these risks and other risks of
investing in this Portfolio.

Small Cap Index Portfolio: The Portfolio seeks to replicate the return of the
Standard & Poor's Small Cap 600 Composite Stock Price Index ("S&P 600 Small Cap
Index"). The Portfolio seeks to replicate this return with minimum tracking
error and to minimize transaction costs. Under normal circumstances, the
Portfolio will hold stocks representing 100% of the capitalization-weighted
market values of the S&P 600 Small Cap Index. The Advisor generally executes
portfolio transactions only to replicate the composition of the S&P 600 Small
Cap Index, to invest cash received from portfolio security dividends or
investments in the Portfolio, and to raise cash to fund redemptions. The
Portfolio may hold cash or cash equivalents to facilitate payment of the
Portfolio's expenses or redemptions and may invest in index futures contracts.
For these and other reasons, the Portfolio's performance can be expected to
approximate but not equal that of the S&P 600 Small Cap Index.

The principal risk factors associated with this Portfolio are leverage risk,
market risk, index risk and small company risk. See the "Related Risks" section
below for a discussion of these risks and other risks of investing in this
Portfolio.

Small Cap Value Portfolio: The Portfolio seeks capital appreciation by investing
in common stocks of smaller companies. The Advisor will normally invest
substantially all of the Portfolio's assets in securities of companies with
market capitalizations that reflect the market capitalization of companies
included in the Russell 2000 Index.

The Advisor seeks higher growth rates and greater long-term returns by investing
primarily in the common stock of smaller companies that the Advisor believes to
be undervalued and likely to report a level of corporate earnings exceeding the
level expected by investors. The Advisor values companies based upon both the
price-to-earnings ratio of the company and a comparison of the public market
value of the company to a proprietary model that values the company in the
private market. In seeking companies that will report a level of earnings
exceeding that expected by investors, the Advisor uses both quantitative and
fundamental analysis. Among other factors, the Advisor considers changes of
earnings estimates by investment analysts, the recent trend of company earnings
reports, and the fundamental business outlook for the company.

The principal risk factors associated with this Portfolio are market risk and
small company risk. See the "Related Risks" section below for a discussion of
these risks and other risks of investing in this Portfolio.

Small Company Growth Portfolio: The Portfolio seeks to provide long-term capital
appreciation by investing in smaller domestic companies.

The Portfolio invests primarily in the common stock of small and medium-sized
domestic companies that are either growing rapidly or completing a period of
significant change. Small companies are those companies whose market
capitalization is less than the largest stock in the Russell 2000 Index or
approximately $1.4 billion.

In selecting securities for the Portfolio, the Advisor seeks to identify
companies that are rapidly growing (usually with relatively short operating
histories) or that are emerging from a period of investor neglect by undergoing
a dramatic change. These changes may involve a sharp increase in earnings, the
hiring of new management or measures taken to close the gap between share price
and takeover/asset value.

The Portfolio may invest up to 10% of its total assets in securities of foreign
companies. The Portfolio will not invest more than 10% of its total assets in
the securities of a single issuer.

The principal risk factors associated with this Portfolio are currency risk,
small company risk, foreign risk and market risk. See the "Related Risks"
section below for a discussion of these risks and other risks of investing in
this Portfolio.

Small Company Value Portfolio: The Portfolio seeks to provide long-term capital
appreciation. The Portfolio primarily invests in smaller companies whose market
capitalization is less than the largest stock in the Russell 2000 Index. The
Advisor focuses on securities that are conservatively valued in the marketplace
relative to the stock of comparable companies, determined by price/earnings
ratios, cash flows, or other measures. Value investing provides investors with a
less aggressive way to take advantage of growth opportunities of small
companies. Value investing may reduce downside risk and offer potential for
capital appreciation as a stock gains favor among other investors and its stock
price rises.

The principal risk factors associated with this Portfolio are leverage risk,
market risk and small company risk. See the "Related Risks" section below for a
discussion of these risks and other risks of investing in this Portfolio.

Stable Income Portfolio: The Portfolio seeks to maintain stability of principal
while providing low volatility total return.

The Portfolio invests primarily in short-term investment-grade securities. The
Advisor invests in a diversified portfolio of fixed and variable rate U.S.
dollar-denominated fixed-income securities of a broad spectrum of U.S. and
foreign issuers, including U.S. Government securities and the debt securities of
financial institutions, corporations, and others. Under normal market
conditions, the Portfolio will limit its investment: (i) in mortgage-backed
securities to not more than 65% of its total assets; (ii) other types of
asset-backed securities to not more than 25% of its total assets; (iii)
mortgage-backed securities that are not U.S. Government securities to not more
than 25% of its total assets; and (iv) U.S. Government securities to not more
than 50% of its total assets.

The Portfolio may not invest more than 30% of its total assets in the securities
issued or guaranteed by any single agency or instrumentality of the U.S.
Government, except the U.S. Treasury, and may not invest more than 10% of its
total assets in the securities of any other issuer.

The Portfolio only purchases investment grade securities. The Portfolio invests
in debt obligations with maturities (or average life in the case of
mortgage-backed and similar securities) ranging from overnight to 12 years and
seeks to maintain an average dollar weighted portfolio maturity of between 2 and
5 years.

The Portfolio may use options, swap agreements, interest rate caps, floors,
collars, and futures contracts to manage risk. The Portfolio also may use
options to enhance return.

Strategic Value Bond Portfolio: The Portfolio seeks total return by investing
primarily in income producing securities. The Portfolio invests in a broad range
of fixed-income instruments in order to create a strategically diversified
portfolio of fixed-income investments. These investments include corporate
bonds, mortgage- and asset-backed securities, U.S. Government securities,
preferred stock, convertible bonds and foreign bonds.

The Advisor focuses on relative value as opposed to predicting the direction of
interest rates. In general, the Portfolio seeks higher current income
instruments, such as corporate bonds and mortgage- and asset backed securities,
in order to enhance returns. The Advisor believes that this exposure enhances
performance in varying economic and interest rate cycles and avoids excessive
risk concentrations. The Advisor's investment process involves rigorous
evaluation of each security, including identifying and valuing cash flows,
embedded options, credit quality, structure, liquidity, marketability, current
versus historical trading relationships, supply and demand for the instrument
and expected returns in varying economic/interest rate environments. The Advisor
uses this process to seek to identify securities which represent the best
relative economic value. The Advisor then evaluates the results of the
investment process against the Portfolio's objective and purchases those
securities that are consistent with the Portfolio's investment objective.

The Portfolio particularly seeks strategic diversification. The Portfolio will
not invest more than 75% of its total assets in corporate bonds, 65% of its
total assets in mortgage-backed securities, and 50% of its total assets in
asset-backed securities. The Portfolio may invest in U.S. Government Securities
without restriction.

The Portfolio will invest 65% of its total assets in fixed-income securities
rated, at the time of purchase, within the three highest rating categories by at
least one NRSRO, or which are unrated and determined by the Advisor to be of
comparable quality. The Portfolio may invest up to 20% of its total assets in
non-investment grade securities. The average dollar-weighted maturity of the
Portfolio will vary between 5 and 15 years. The Portfolio's duration normally
will vary between 3 and 8 years. Duration is a measure of a debt security's
average life that reflects the present value of the security's cash flow and is
an indication of the security's sensitivity to a change in interest rates. The
Portfolio may use options, swap agreements, interest rate caps, floors and
collars, and futures contracts to manage risk. The Portfolio may also use
options to enhance returns.

RELATED RISKS

While investing in equity securities and fixed-income securities can bring added
benefits, it may also involve additional risks. Investors could lose money on
their investment in the Portfolios, or the Portfolios may not perform as well as
other investments. The Portfolios have the following general risks:

o Unlike bank deposits, such as CDs or savings accounts, mutual funds are not
insured by the FDIC.

o There is no guarantee that the Portfolios will meet their investment
objectives.

o We do not guarantee the performance of a Portfolio, nor can we assure you
that the market value of your investment will not decline. We will not
"make good" any investment loss you may suffer, nor can anyone we contract
with to provide certain services, such as selling agents or investment
advisors, offer or promise to make good any such losses.

o Share prices-and therefore the value of your investment-will increase and
decrease with changes in the value of underlying securities and other
investments.

o Investing in any mutual fund, including those deemed conservative, involves
risk, including the possible loss of any money you invest.

o An investment in a single Portfolio, by itself, does not constitute a complete
investment plan.

o The Portfolios that invest in small companies, foreign companies (including
investments made through ADRs and similar instruments), and in emerging
markets are subject to additional risks, including less liquidity and
greater price volatility. A Portfolio's investment in foreign and emerging
markets may also be subject to special risks associated with international
trade, including currency, political, regulatory and diplomatic risk.

o The Portfolios may invest a portion of their assets in U.S. Government
obligations. It is important to recognize that the U.S. Government does not
guarantee the market value or current yield of those obligations. Not all
U.S. Government obligations are backed by the full faith and credit of the
U.S. Treasury, and the U.S. Government's guarantee does not extend to the
Portfolios themselves.

o The Portfolios may also use certain derivative instruments, such as options
or futures contracts. The term "derivatives" covers a wide number of
investments, but in general it refers to any financial instrument whose
value is derived, at least in part, from the price of another security or a
specified index, asset or rate. Some derivatives may be more sensitive to
interest rate changes or market moves, and some may be susceptible to
changes in yields or values due to their structure or contract terms.

o The Portfolios may temporarily hold assets in cash or in money market
instruments, including U.S. Government obligations shares of other mutual
funds and repurchase agreements, or make other short-term investments,
either to maintain liquidity or for short-term defensive purposes. A
Portfolio may not achieve its investment objective while it is investing
defensively. This practice is expected to have limited, if any, effect on
the Portfolios' pursuit of their objectives over the long term.

o The Portfolios may invest a portion of their assets in U.S. Government
obligations, such as securities issued or guaranteed by the Government
National Mortgage Association ("GNMAs"), the Federal National Mortgage
Association ("FNMAs") and the Federal Home Loan Mortgage Corporation
("FHLMCs"). Each mortgage-backed securities representing partial ownership
of a pool of residential mortgage loans. A "pool" or group of such
mortgages is assembled and, after being approved by the issuing or
guaranteeing entity, which can alter the maturity of the securities and
also reduce the rate of return on the portfolio, is offered to investors.
Collateralized mortgage obligations ("CMOs") typically represent
principal-only and interest-only portions of such securities and are
subject to increased interest-rate and credit risk.

o The market value of lower-rated debt securities and unrated securities of
comparable quality tends to reflect individual developments affecting the
issuer to a greater extent than the market value of higher-rated
securities, which react primarily to fluctuations in the general level of
interest rates. Lower-rated securities also tend to be more sensitive to
economic conditions than higher-rated securities. These lower-rated debt
securities are considered by the rating agencies, on balance, to be
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal. These securities generally involve more
credit risk than securities in higher-rating categories. Even securities
rated "BBB" by S&P or by Moody's ratings which are considered
investment-grade, possess some speculative characteristics.

Investment practices and risk levels are carefully monitored. Every attempt is
made to ensure that the risk exposure for each Portfolio remains within the
parameters of its objective. The following is a list of the types of risks that
may apply to a given Portfolio. Additional information about these practices is
available in the Statement of Additional Information.

Counter-Party Risk - The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Credit Risk - The risk that the issuer of a debt security will be unable to make
interest payments or repay principal on schedule. If an issuer does default, the
affected security could lose all of its value, or be renegotiated at a lower
interest rate or principal amount. Affected securities might also lose
liquidity. Credit risk also includes the risk that a party in a transaction may
not be able to complete the transaction as agreed.

Currency Risk - The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Diplomatic Risk - The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.

Emerging Market Risk - The risk that the emerging market may be more sensitive
to certain economic changes. For example, emerging market countries are more
often dependent on international trade and are therefore often vulnerable to
recessions in other countries. They may have obsolete financial systems, have
volatile currencies and maybe more sensitive than more mature markets to a
variety of economic factors. Emerging market securities may also be less liquid
than securities of more developed countries and could be difficult to sell,
particularly during a market downturn.

Experience Risk - The risk presented by a new or innovative security. The risk
is that insufficient experience exists to forecast how the security's value
might be affected by various economic conditions.

Foreign Risk - The risk that foreign investments may be subject to political and
economic instability, the imposition or tightening of exchange controls or other
limitations on repatriation of foreign capital, or nationalization, increased
taxation or confiscation of investors' assets. Also, the risk that the price of
a foreign issuer's securities may not reflect the issuer's condition because
there is not sufficient publicly available information about the issues. This
risk may be greater for investments in issuers in emerging or developing
markets.

Information Risk - The risk that information about a security is either
unavailable, incomplete or is inaccurate.

Index Risk - The risk that a portfolio designed to replicate the performance of
an index of securities will replicate the performance of the index during
adverse market conditions because the portfolio manager is not permitted to take
a temporary defensive position or otherwise vary the Portfolio's investments to
respond to the adverse market conditions.

Interest Rate Risk - The risk that changes in interest rates can reduce the
value of an existing security. Generally, when interest rates increase, the
value of a debt security decreases. The effect is usually more pronounced for
securities with longer dates to maturity.

Leverage Risk - The risk that an investment practice, such as lending portfolio
securities or engaging in forward commitment or when issued securities
transactions, may increase a Portfolio's exposure to market risk, interest rate
risk or other risks by, in effect, increasing assets available for investment.

Liquidity Risk - The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk - The risk that the value of a stock, bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Political Risk - The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation's or region's industry,
government or markets.

Prepayment Risk - The risk that consumers will accelerate their prepayment of
mortgage loans or other receivable, which can shorten the maturity of a
mortgage-backed or other asset-backed security, and reduce a portfolio's return.

Regulatory Risk - The risk that changes in government regulations will adversely
affect the value of a security. Also the risk that an insufficiently regulated
market might permit inappropriate trading practices.

Small Company Risk - The risk that investments in smaller companies may be more
volatile than investments in larger companies. Smaller companies may have higher
failure rates than larger companies. A small company's securities may be hard to
sell because the trading volume of the securities of smaller companies is
normally lower than that of larger companies. Short term changes in the demand
for the securities of small companies may have a disproportionate effect on
their market price, tending to make prices of these securities fall more in
response to selling pressure.

Year 2000 Risk - The Portfolios' principal service providers have advised the
Portfolios that they are working on the necessary changes to their computer
systems to avoid any system failure based on an inability to distinguish the
year 2000 from the year 1900, and that they expect their systems to be adapted
in time. There can, of course, be no assurance of success. In addition, the
companies, or entities in which the Portfolios invest also could be adversely
impacted by the Year 2000 issue, especially foreign entities, which may be less
prepared for Year 2000. The extent of such impact cannot be predicted.

ITEM 5: MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

The response to Item 5 has been omitted pursuant to paragraph (B)(2)(b) of the
General Instructions to Form N-1A.

ITEM 6: MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

A number of different entities provide services to the Portfolios. This sections
shows how the Portfolios are organized, lists the entities that perform
different services, and explains how these service providers are compensated.

About Wells Fargo Core Trust

The Trust was organized as a Delaware business trust on March 10, 1999. The
Board of Trustees of the Trust supervises each Portfolio's activities, monitors
its contractual arrangements with various service providers and decides upon
matters of general policy.

The Trust was established to continue the operations of the existing Portfolios
of Core Trust (Delaware) ("CT") in newly established Portfolios. The Initial
Trustees established fourteen Portfolios for the Trust, each of which will have
a direct correlation to one corresponding CT Portfolio.

The Investment Advisor

Wells Fargo provides portfolio management and fundamental security analysis
services as the advisor for each of the Funds. Wells Fargo, founded in 1852, is
the oldest bank in the western United States and is one of largest banks in the
United States. Wells Fargo is a wholly owned subsidiary of Wells Fargo &
Company, a national bank holding company. As of June 30, 1999, Wells Fargo and
its affiliates provided advisory services for over $131 billion in assets. For
providing these services, Wells Fargo is entitled to receive fees as described
below:

- --------------------------------------------------------- ---------------------
Wells Fargo
Core Trust Portfolios Advisory Fees
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Disciplined Growth Portfolio 0.75
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Index Portfolio 0.15
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Equity Income Portfolio 0.75
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
International Portfolio 1.00
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
International Equity Portfolio 1.00
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Large Company Growth Portfolio 0.75
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Managed Fixed Income Portfolio 0.50
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Positive Return Bond Portfolio 0.50
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Small Cap Index Portfolio 0.25
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Small Cap Value Portfolio 0.90
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Small Company Growth Portfolio 0.90
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Small Company Value Portfolio 0.90
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Stable Income Portfolio 0.50
- --------------------------------------------------------- ---------------------
- --------------------------------------------------------- ---------------------
Strategic Value Bond Portfolio 0.50
- --------------------------------------------------------- ---------------------

The Sub-Advisors

Wells Capital Management ("WCM"), a wholly owned subsidiary of Wells Fargo, is
the sub-advisor for the Equity Income, Index, International Equity, Small Cap
Index Portfolios. In this capacity, it is responsible for the day-to-day
investment management activities of the Funds. As of June 30, 1999, WCM provided
advisory services for over $42 billion in assets. WCM is located at 525 Market
Street, San Francisco, California 94163.

Galliard Capital Management, Inc. ("Galliard"), an investment advisor subsidiary
of Norwest Bank Minnesota, N.A., is the investment sub-advisor for the Managed
Fixed Income, Stable Income and Strategic Value Bond Portfolios. As of June 30,
1999, Galliard managed approximately $5.9 billion in assets. Galliard is located
at 800 LaSalle Avenue, Suite 2060, Minneapolis, Minnesota 55479.

Peregrine Capital Management, Inc. ("Peregrine"), a wholly owned subsidiary of
Norwest Bank Minnesota, N.A., is a sub-advisor for the Large Company Growth,
Positive Return Bond, Small Company Growth and Small Company Value Portfolios.
Peregrine, which is located at LaSalle Plaza, 800 LaSalle Avenue, Suite 1850,
Minneapolis, Minnesota 55402, is an investment adviser subsidiary of Norwest
Bank Minnesota, N.A. Peregrine provides investment advisory services to
corporate and public pension plans, profit sharing plans, savings investment
plans and 401(k) plans. As of June 30, 1999, Peregrine managed approximately
$6.9 billion in assets.

Smith Asset Management Group, LP ("Smith Group") is the sub-advisor for the
Disciplined Growth and the Small Cap Value Portfolios. Smith Group is a
registered investment adviser, whose principal business address is 500 Crescent
Court, Suite 250, Dallas, Texas 75201. Smith Group provides investment
management services to company retirement plans, foundations, endowments, trust
companies, and high net worth individual using a disciplined equity style. As of
June 30, 1999, the Smith Group managed over $818 million in assets.

Schroder Investment Management, North America Inc. ("Schroder") is the
investment adviser for the International Portfolio. Schroder is a wholly owned
subsidiary of Schroders Incorporated (doing business in New York as Schroders
Holdings) which is wholly owned subsidiary of Schroders plc. In this capacity,
Schroder makes investment decisions for and administers the Portfolio's
investment programs.
Schroder is located at 787 Seventh Avenue, New York, New York 10019.

The Administrator

Wells Fargo provides the Portfolios with administration services, including
general supervision of each Portfolio's operation, coordination of the other
services provided to each Portfolio, compilation of information for reports to
the SEC and the state securities commissions, preparation of proxy statements
and shareholder reports, and general supervision of data compilation in
connection with preparing periodic reports to the Trust's Trustees and officers.
Wells Fargo also furnishes office space and certain facilities to conduct each
Portfolio's business.

The Transfer Agent

Boston Financial Data Services, Inc. ("BFDS") provides transfer agency services
to the Portfolios. For providing these services, BFDS receives an annual fee,
certain transaction-related fees, and is reimbursed for out-of-pocket expenses
incurred on behalf of the Portfolios.

Portfolio Managers`

The following persons are primarily responsible for day-to-day management of the
Portfolios, and were responsible for the day-to-day management of their
predecessors since the date noted.

Disciplined Growth Portfolio/Small Cap Value Portfolio - Stephen S. Smith, CFA.
Mr. Smith is Principal and Chief Executive Officer of the Smith Asset Management
Group, L.P. Prior to 1995, Mr. Smith previously served as Senior Portfolio
Manager with NationsBank. Mr. Smith has a BS in Industrial Engineering and a MBA
from the University of Alabama.

Index Portfolio - David D. Sylvester (1996) and Laurie R. White (1996). Mr.
Sylvester has been with Wells Fargo & Company and its predecessors in an
investment management capacity for over 20 years. Mr. Sylvester joined WCM in
1998 as the Firm's Executive Vice President of Liquidity Investments. He
simultaneously held the position of Managing Director for Reserve Asset
Management at Norwest Investment Management, Inc. ("NIM") (since 1997) until WCM
and NIM combined investment advisory services under the WCM name in 1999. Mr.
Sylvester has nearly 25 years of investment experience. He specializes in
portfolio and securities analysis, fixed-income trading and the ability to add
stability and safety through maximizing fund diversification. He also manages
structured and derivative securities, and institutional and personal trust
assets. Mr. Sylvester attended the University of Detroit-Mercy. Ms. White joined
WCM in 1998 as a Principal for the Liquidity Investments Team and simultaneously
was a Director for Reserves Asset Management at NIM (since 1997) until WCM and
NIM combined investment advisory services under the WCM name in 1999. Ms. White
specializes in managing short-term securities, along with structured and
derivative securities, and institutional and personal trust assets. Ms. White
received a BA in Political Science from Carleton College and a MBA from the
University of Minnesota.

Income Equity Portfolio - David L. Roberts, CFA (1994) and Gary J. Dunn, CFA
(1994). Mr. Roberts joined WCM in 1998 as the Equity Income Managing Director
and simultaneously held this position at NIM until WCM and NIM combined
investment advisory services under the WCM name in 1999. Mr. Roberts joined
Norwest Corporation in 1972 as a Securities Analyst. He became Assistance Vice
President Portfolio Manager in 1980 and was promoted to Vice President in 1982.
He holds a BA in Mathematics from Carroll College. Mr. Dunn joined WCM in 1998
as Principal for its Equity Income Team. WCM and NIM combined investment
advisory services under the WCM name in 1999. Mr. Dunn formerly was the Director
of Institutional Investments of NIM. He has been associated with Norwest or its
affiliates as a Financial Analyst and Portfolio Manager since 1979. Mr. Dunn
received a BA in Economics from Carroll Collage.

International Equity Portfolio - Katherine Schapiro, CFA (1999) and Stacey Ho,
CFA (1999). Ms. Schapiro jointed WCM in 1997 as International Equity Managing
Director. She manages international equity funds and portfolios for WCM's
institutional clients. She joined WCM in 1997 from Wells Fargo Bank where she
was a Portfolio Manager from 1992 to 1997. Ms. Schapiro's 18 years of investment
experience includes investment management from 1988 to 1992 at Newport Pacific
Management, an international advisory firm. Ms. Schapiro received her BA in
Spanish Literature from Stanford University. She was the past President of the
Security Analysts of San Francisco. Ms. Ho joined WCM in 197 as an International
Equity Portfolio Manager Portfolio Manager. She manages international equity
funds and portfolios for WCM's institutional clients. In 1995 and 1996 she was
an International Equity Portfolio Manager at Clemente Capital Management, and
from 1990 to 1995 she managed Japanese and U.S. equity portfolios for Edison
International. Ms. Ho has over 10 years of international equity investment
management experience. Ms. Ho received BS in Civil Engineering from San Diego
State University, a MS in Environmental Engineering from Stanford University and
a MBA form the University of California at Los Angeles.

International Portfolio - Michael Perelstein (1997). Mr. Perelstein joined
Schroder in 1997 as a Senior Vice President. Mr. Perelstein currently manages
international portfolios and has more than 22 years of investment experience
that includes more than 15 years specializing in overseas investing. Mr.
Perelstein, along with the Schroder EAFE (Europe, Asia, Far East) Team, manages
more than $7 billion in assets. Prior to 1997, Mr. Perelstein was a Director and
a Managing Director at MacKay-Shields. Mr. Perelstein has a BA in Economics from
Brandies University and a MBA from the University of Chicago.

Large Company Growth Portfolio - John S. Dale, CFA (1994) and Gary E. Nussbaum,
CFA (1998). Mr. Dale joined Peregrine in 1988 as a Senior Vice President and has
managed large company growth portfolios since 1983, currently totaling assets in
excess of $3 billion. Prior to joining Peregrine, Mr. Dale has been associated
with Norwest Bank and its affiliates since 1968. Mr. Dale received his BA in
Marketing from the University of Minnesota. Mr. Nussbaum joined Peregrine in
1990 as a Vice President and Portfolio Manager where he has managed large
company growth portfolios, currently totaling assets in excess of $3 billion.
Mr. Nussbaum received a BBA in Finance and a MBA from the University of
Wisconsin.

Managed Fixed Income Portfolio - Richard Merriam, CFA (1995) and Ajay Mirza
(1998). Mr. Merriam joined Galliard at the firm's inception in 1995. Currently,
Mr. Merriam is a Managing Partner at Galliard. He is responsible for investment
process and strategy. Prior to joining Galliard, Mr. Merriam was Chief
Investment Officer for Insight Management. Mr. Merriam received a BA in
Economics and English from the University of Michigan and a MBA from the
University of Minnesota. Mr. Mirza joined Galliard at the firm's inception in
1995 as a Portfolio Manager and Mortgage Specialist. Prior to joining Peregrine,
Mr. Mirza was a research analyst at Insight Investment Management and at Lehman
Brothers. Mr. Mirza holds a BE in Instrumentation from the Birla Institute of
Technology (India), a MA in Economics from Tulane University, and a MBA from the
University of Minnesota.

Positive Return Bond Portfolio - William D. Giese, CFA (1994) and Patricia
Burns, CFA (1998). Mr. Giese joined Peregrine more than 10 years ago as a Senior
Vice President and Portfolio Manager. His responsibilities include overseeing
the Positive Return Bond Portfolio. Mr. Giese has more than 20 years of
experience in fixed-income securities management. Mr. Giese received his BS in
Civil Engineering from the Illinois Institute of Technology and a MBA form the
University of Michigan. Ms. Burns joined Peregrine over ten years ago and is a
Senior Vice President and Portfolio Manager for taxable fixed-income portfolios.
She has been associated with Norwest Bank and its affiliates since 1983. Ms.
Burns has a BA in Child Psychology/Sociology and a MBA from the University of
Minnesota.

Small Cap Index Portfolio-- David D. Sylvester (1998) and Laurie R. White
(1998). For a description of Mr. Sylvester and Ms. White, see "Index Portfolio."

Small Company Growth Portfolio - Robert B. Mersky, CFA (1994) and Paul E. von
Kuster, CFA(1998). Mr. Mersky is founder, President and a Portfolio Manager at
Peregrine. In 1984, Mr. Mersky and five other Senior Portfolio Managers founded
Peregrine. Mr. Mersky is responsible for Peregrine Small Cap Equity style and
oversees the Small Company Growth Portfolio. Mr. Mersky has actively managed
small cap stocks since 1973. Prior to joining Peregrine, Mr. Mersky has been
associated with Norwest Bank since 1968; and his responsibilities include Senior
Research Analyst, Portfolio Manager, Director of Research and Chief Investment
Officer. Mr. Mersky received his BS in Accounting from the University of
Minnesota. Mr. von Kuster joined Peregrine in 1984 as a Senior Vice President
and Portfolio Manager. Mr. von Kuster has a BA in Philosophy form Princeton
University.

Small Company Value Portfolio - Tasso H. Coin, Jr., CFA (1995) and Douglas G.
Pugh, CFA (1997). Mr. Coin joined Peregrine in 1995 as a Senior Vice President.
Prior to 1995, Mr. Coin was a research officer at Lord Asset Management. Mr.
Coin received his BBA in Economics from Loyola University of Chicago. Mr. Pugh
joined Peregrine in 1997 as a Senior Vice President. Prior to 1997, Mr. Pugh was
a Senior Equity Analyst and Portfolio Manager for Advantus Capital Management,
an investment advisor firm. Mr. Pugh has a BS in Finance and Business
Administration from Drake University and a MBA from the University of Minnesota.

Stable Income Portfolio - John Huber (1998). Mr. Huber joined Galliard at the
firm's inception in 1995 as a Portfolio Manager. Currently, Mr. Huber is highly
involved with portfolio management, strategy, issue selection and trading. Mr.
Huber specializes in corporate and asset/mortgage-backed securities. Prior to
joining Galliard, Mr. Huber was an Assistant Portfolio Manager with NIM. In
addition, he previously served as a Senior Analyst in Norwest's Capital Market
Credit Group. Mr. Huber received a BA in Communications form the University of
Iowa and a MBA from the University of Minnesota.

Strategic Value Bond Portfolio - Richard Merriam, CFA, John Huber (1998), and
David Yim (1998). For a description of Mr. Merriam, see "Managed Fixed Income
Portfolio." For a description of Mr. Huber, see "Stable Income Portfolio". Mr.
Yim joined Galliard in 1995 as a Portfolio Manager/Research Analyst. Mr. Yim is
Head of Credit Research. Prior to 1995, Mr. Yim served as a Research Analyst
with American Express Financial Advisors. Mr. Yim has a BA in International
Relations from Middlebury College and a MBA from the University of Minnesota.

ITEM 7: SHAREHOLDER INFORMATION

PURCHASE OF INTERESTS

Interests in the Portfolios are issued solely in private placement transactions
that do not involve any "public offering" within the meaning of Section 4(2) of
the Securities Act of 1933, as amended ("1933 Act"). All investments in the
Portfolios are made without a sales load, at the NAV next determined after an
order is received by the Portfolio. Investments in the Portfolios may only be
made by certain institutional investors, whether organized within or outside the
United States (excluding individuals, S corporations, partnerships, and grantor
trusts beneficially owned by any individuals, S corporations, or partnerships).
An investor in a Portfolio must also be an "accredited investor," as that term
is defined under Rule 501(a) of Regulation D under the 1933 Act.

The NAV of each Portfolio is determined as of 4:00 P.M., Eastern Time
("Valuation Time"), on all weekdays that the New York Stock Exchange is open
("Business Day"). Net asset value per Interest is calculated by dividing the
aggregate value of the Portfolio's assets less all liabilities by the number of
units of Interests outstanding. All Portfolios value portfolio securities at
current market value if market quotations are readily available. If market
quotations are not readily available, the Portfolios value those securities at
fair value as determined by or pursuant to procedures adopted by the Board.

Each investor in a Portfolio may add to or reduce its investment in the
Portfolio. At the Valuation Time on each Business Day, the value of each
investor's Interest in a Portfolio will be determined by multiplying the
Portfolio's NAV by the percentage, effective for that day, that represents that
investor's share of the aggregate Interests in the Portfolio. Any additions to
or withdrawals of those interests which are to be effected on that day will then
be effected. Each investor's share of the aggregate Interests in the Portfolio
then will be recomputed using the percentage equal to the fraction (1) the
numerator of which is the value of the investor's investment in the Portfolio as
of the Valuation Time on that day plus or minus, as the case may be, the amount
of any additions to or withdrawals from such investment effected on that day and
(2) the denominator of which is the Portfolio's aggregate NAV as of the
Valuation Time on that day plus or minus, as the case may be, the amount of the
net additions to or withdrawals from the aggregate investments in the Portfolio
by all investors. The percentages so determined then will be applied to
determine the value of each investor's respective interest in the Portfolio as
of the Valuation Time on the following Business Day.

Trading in securities on European, Far Eastern and other international
securities exchanges and over-the-counter markets is normally completed well
before the close of business of each Business Day. Trading in foreign
securities, however, may not take place on all Business Days or may take place
on days other than Business Days. The determination of the prices of foreign
securities may be based on the latest market quotations for the securities
markets. If events occur that affect the securities' value after the close of
the markets on which they trade, the Portfolios may make adjustments to the
value of the securities for purposes of determining net asset value.

For purposes of determining NAV, the Portfolios convert all assets and
liabilities denominated in foreign currencies into U.S. dollars at the mean of
the bid and asked prices of such currencies against the U.S. dollar last quoted
by a major bank prior to the time of conversion.

There is no minimum initial or subsequent investment amount in a Portfolio.
However, since each Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the return on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Trust's custodian by a Federal Reserve Bank).

Stephens Inc. ("Stephens" or "Distributor") with principal offices at 111 Center
Street, Little Rock, Arkansas 72201, serves as the distributor of the Trust. The
Trust reserves the right to reject any purchase order for any reason.

REDEMPTION OR REPURCHASE OF INTERESTS

An investor in a Portfolio may withdraw all or any portion of its investment in
the Portfolio at the NAV next determined after a withdrawal request in proper
form is furnished by the investor to the Trust. The proceeds of a withdrawal
will be paid by the Portfolio in federal funds normally on the business day
after the withdrawal is effected, but in any event within seven days.
Investments in a Portfolio may not be transferred. The right of redemption may
not be suspended nor the payment dates postponed for more than seven days except
when the New York Stock Exchange is closed (or when trading thereon is
restricted) for any reason other than its customary weekend or holiday closings
or under any emergency or other circumstances as determined by the SEC.

Redemptions from a Portfolio may be made wholly or partially in portfolio
securities. The Trust has filed an election with the SEC pursuant to which each
Portfolio will only consider effecting a redemption in portfolio securities if
the particular interestholder is redeeming more than $250,000 or 1% of the
Portfolio's NAV, whichever is less, during any 90-day period.

DISTRIBUTIONS

A Portfolio's net income consists of (1) all dividends, accrued interest
(including earned discount, both original issue and market discount), and other
income, including any net realized gains on the Portfolio's assets, less (2) all
actual and accrued expenses of the Portfolio, amortization of any premium, and
net realized losses on the Portfolio's assets, all as determined in accordance
with generally accepted accounting principles. All of a Portfolio's net income
is allocated pro rata among the investors in the Portfolio. A Portfolio's net
income generally is not distributed to the investors in the Portfolio, except as
determined by the Trustees from time to time, but instead is included in the NAV
of the investors' respective Interests in the Portfolio.

TAXES

Each Portfolio has been and will continue to be operated in a manner so as to
qualify it as a non-publicly traded partnership for federal income tax purposes.
Provided that a Portfolio so qualifies, it will not be subject to any federal
income tax on its income and gain (if any). However, each investor in the
Portfolio will be taxable on its distributive share of the Portfolio's taxable
income in determining its federal income tax liability. As a non-publicly traded
partnership, the Portfolio will be deemed to have "passed through" to
interestholders any interests, dividends, gains or losses. The determination of
such share will be made in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder. All Portfolios
will have less than 100 investors.

It is intended that each Portfolio's assets, income and distribution will be
managed in such a way that an entity electing and qualifying as a "regulated
investment company" under the Code can continue to so qualify by investing
substantially all of its assets through a Portfolio, provided that the regulated
investment company meets other requirements for such qualification not within
the control of the Portfolio (e.g., distributing at least 90% of the regulated
investment company's "investment company taxable income" annually).

Investor inquiries should be directed to Stephens.

ITEM 8: DISTRIBUTION ARRANGEMENTS.

The Trust is registered as an open-end management investment company under the
1940 Act. The Trust was organized as a Delaware business trust. Investors in the
Trust will each be liable for all obligations of the Trust. However, the risk of
an investor incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the Trust itself
was unable to meet its obligations. The Trust's Declaration of Trust authorizes
the Board of Trustees to issue Interests and to establish and designate such
Interests into one or more Portfolios. Interests may be purchased only by
institutional investors which are "accredited investors" within the meaning of
Regulation D under the 1933 Act, and may not be purchased by individuals, S
corporations, partnerships or grantor trusts.

A discussion of the risk factors, objectives and other investment aspects in a
Private Fund will include all aspects of an investment in the corresponding
Portfolio. In this registration statement, the discussion of risk factors which
apply to an investment by a Portfolio shall include the risk factors which apply
to an investment by a Private Fund.

The business and affairs of the Trust are managed under the direction of its
Board of Trustees. The office of the Trust is located at 111 Center Street,
Little Rock, Arkansas 72201.

ITEM 9: FINANCIAL HIGHLIGHTS INFORMATION

The response to Item 9 has been omitted pursuant to paragraph (B)(2)(b) of the
General Instructions to Form N-1A.

<PAGE>

Part B

WELLS FARGO CORE TRUST

PRIVATE PLACEMENT MEMORANDUM

November 15, 1999

ITEM 10. COVER PAGE AND TABLE OF CONTENTS.

This Part B is not a prospectus. It is intended to provide additional
information regarding the fourteen Portfolios of Wells Fargo Core Trust (the
"Trust") and should be read in conjunction with the Trust's Part A dated
November 15, 1999. All terms used in Part B that are defined in Part A will have
the same meanings assigned in Part A. Copies of Part A may be obtained without
charge by calling 1-800-222-8222 or writing to Wells Fargo Funds, P.O. Box 8266,
Boston, MA 02266-8266.

TABLE OF CONTENTS
<TABLE>
<S> <C>

THE TRUST HISTORY........................................................................................3
DESCRIPTION OF THE TRUST, PORTFOLIOS, INVESTMENTS AND RISKS..............................................3
FUNDAMENTAL INVESTMENT POLICIES..........................................................................3
NON-FUNDAMENTAL INVESTMENT POLICIES......................................................................5
ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS..........................................................6
MANAGEMENT OF THE TRUST.................................................................................26
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.....................................................28
INVESTMENT ADVISORY AND OTHER SERVICES..................................................................31
BROKERAGE ALLOCATION AND OTHER PRACTICES................................................................37
CAPITAL STOCK AND OTHER SECURITIES......................................................................38
Description of Interests.........................................................................38
PURCHASE, REDEMPTION AND PRICING OF SHARES..............................................................39
DETERMINATION OF NET ASSET VALUE........................................................................41
TAXATION................................................................................................41
UNDERWRITERS............................................................................................42
CALCULATION OF PERFORMANCE DATA.........................................................................42
FINANCIAL STATEMENTS....................................................................................42
SCHEDULE A - DESCRIPTION OF RATINGS....................................................................A-1
</TABLE>

<PAGE>

ITEM 11. TRUST HISTORY

In November 1998 the parent holding company of Wells Fargo Bank, N.A.
("Wells Fargo" or "Advisor"), advisor to the Stagecoach funds merged with the
parent holding company of Norwest Investment Management, Inc., the advisor to
the Norwest funds. Management and shareholders of both the Stagecoach Funds
Family and the Norwest Funds Family approved a merger of the existing funds from
both fund families into successor funds that are series of three newly formed
investment companies registered under the 1940 Act. Core Trust was established
to continue the operations of the existing Portfolios of Core Trust (Delaware)
("CT") in newly established Portfolios. The Initial Trustees established
fourteen Portfolios for the Trust, each of which will have a direct correlation
to one corresponding CT Portfolio.

ITEM 12. DESCRIPTION OF THE TRUST, PORTFOLIOS, INVESTMENTS AND RISKS

The Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
was organized as a Delaware business trust on March 10, 1999. The Trust's
Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of beneficial interests ("Interests") and to establish and designate such
Interests into one or more portfolios ("Portfolios"). Interests may be purchased
only by institutional investors which are "accredited investors" within the
meaning of Regulation D under the Securities Act of 1933, as amended (the "1933
Act"), and may not be purchased by individuals, S corporations, partnerships or
grantor trusts. The number of investors for each Portfolio may not exceed 100.

The Trust is currently comprised of fourteen separate series of
Portfolios: Disciplined Growth Portfolio, Index Portfolio, Equity Income
Portfolio, International Equity Portfolio, International Portfolio, Large
Company Growth Portfolio, Managed Fixed Income Portfolio, Positive Return Bond
Portfolio, Small Cap Index Portfolio, Small Cap Value Portfolio, Small Company
Growth Portfolio, Small Company Value Portfolio, Stable Income Portfolio and
Strategic Value Bond Portfolio. Each Portfolio is "diversified" as defined in
the 1940 Act.

FUNDAMENTAL INVESTMENT POLICIES:

Each Portfolio has adopted the following investment policies, all
of which are fundamental policies; that is, they may not be
changed, without approval by the holders of a majority (as
defined in the 1940 Act) of the outstanding voting securities
of such Portfolio.

The Portfolios may not:

(1) purchase the securities of issuers conducting their principal
business activity in the same industry if, immediately after the purchase and as
a result thereof, the value of a Portfolio's investments in that industry would
equal or exceed 25% of the current value of the Portfolio's total assets,
provided that this restriction does not limit a Portfolio's investments in (i)
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities, (ii) securities of other investment companies, (iii)
municipal securities, or (iv) repurchase agreements, and provided further that
(y) the Index Portfolio reserves the right to concentrate in any industry in
which the S&P 500 Index becomes concentrated to the same degree during the same
period and (z) the Small Cap Index Portfolio reserves the right to concentrate
in any industry in which the S&P 600 Small Cap Index becomes concentrated to the
same degree during the same period;

(2) purchase securities of any issuer if, as a result, with respect to
75% of a Portfolio's total assets, more than 5% of the value of its total assets
would be invested in the securities of any one issuer or the Portfolio's
ownership would be more than 10% of the outstanding voting securities of such
issuer, provided that this restriction does not limit a Portfolio's investments
in securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, or investments in securities of other investment companies;

(3) borrow money, except to the extent permitted under the 1940 Act, including
the rules, regulations and exemptions thereunder;

(4) issue senior securities, except to the extent permitted under the
1940 Act, including the rules, regulations and exemptions thereunder;

(5) make loans to other parties if, as a result, the aggregate value of
such loans would exceed one-third of a Portfolio's total assets. For the
purposes of this limitation, entering into repurchase agreements, lending
securities and acquiring any debt securities are not deemed to be the making of
loans;

(6) underwrite securities of other issuers, except to the extent that
the purchase of permitted investments directly from the issuer thereof or from
an underwriter for an issuer and the later disposition of such securities in
accordance with a Portfolio's investment program may be deemed to be an
underwriting;

(7) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business); nor

(8) purchase or sell commodities, provided that (i) currency will not
be deemed to be a commodity for purposes of this restriction, (ii) this
restriction does not limit the purchase or sale of futures contracts, forward
contracts or options, and (iii) this restriction does not limit the purchase or
sale of securities or other instruments backed by commodities or the purchase or
sale of commodities acquired as a result of ownership of securities or other
instruments.

<PAGE>

NON-FUNDAMENTAL INVESTMENT POLICIES

Each Portfolio has adopted the following non-fundamental policies which
may be changed by a vote of a majority of the Trustees of the Trust or at any
time without approval of such Portfolio's Interest holders;

(1) Each Portfolio may invest in shares of other investment companies to the
extent permitted under the 1940 Act, including the rules, regulations and
exemptions thereunder, provided however, that no Portfolio that has knowledge
that its Interests are purchased by another investment company investor pursuant
to Section 12(d)(1)(G) of the 1940 Act will acquire any securities of registered
open-end management investment companies or registered unit investment trusts in
reliance on Section 12(d)(1)(F) or 12(d(1)(G) of the 1940 Act, and provided
further that any Portfolio that has knowledge that its Interests are purchased
by another investment company pursuant to an exemptive order relating to Section
12(d)(1) of the 1940 Act that precludes underlying portfolios from acquiring any
securities of any other investment company in excess of the limits contained in
Section 12(d)(1)(A) of the 1940 Act, except for securities received as a
dividend or as a result of a plan of reorganization of any company will limit
its acquisition of securities of other investment companies accordingly.

(2) Each Portfolio may not invest or hold more than 15% of the Portfolio's net
assets in illiquid securities. For this purpose, illiquid securities include,
among others, (a) securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale, (b)
fixed time deposits that are subject to withdrawal penalties and that have
maturities of more than seven days, and (c) repurchase agreements not terminable
within seven days;

(3) Each Portfolio may invest in futures or options contracts regulated by the
U.S. Commodity Futures Trading Commission ("CFTC") for (i) bona fide hedging
purposes within the meaning of the rules of the CFTC and (ii) for other purposes
if, as a result, no more than 5% of the Portfolio's net assets would be invested
in initial margin and premiums (excluding amounts "in-the-money") required to
establish the contracts;

(4) Each Portfolio may lend securities from its portfolio to approved brokers,
dealers and financial institutions, to the extent permitted under the 1940 Act,
including the rules, regulations and exemptions thereunder, which currently
limit such activities to one-third of the value of a Portfolio's total assets
(including the value of the collateral received). Any such loans of portfolio
securities will be fully collateralized based on values that are
marked-to-market daily;

(5) Each Portfolio may not make investments for the purpose of exercising
control or management, provided that this restriction does not limit a
Portfolio's investment in securities of other investment companies or
investments in entities created under the laws of foreign countries to
facilitate investment in securities of that country;

(6) Each Portfolio may not purchase securities on margin (except for short-term
credits necessary for the clearance of transactions); and

(7) Each Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short (short sales "against the box"), and provided that transactions in futures
contracts and options are not deemed to constitute selling securities short.

General

Notwithstanding the foregoing policies, any other investment companies
in which the Portfolios may invest have adopted their own investment policies,
which may be more or less restrictive than those listed above, thereby allowing
a Portfolio to participate in certain investment strategies indirectly that are
prohibited under the fundamental and non-fundamental investment policies listed
above.

ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS

Additional information on the particular types of securities in which certain
Portfolios may invest in is set forth below.

Asset-Backed Securities

The Portfolios may invest in various types of asset-backed securities.
Asset-backed securities are securities that represent an interest in an
underlying security. The asset-backed securities in which the Portfolios invest
may consist of undivided fractional interests in pools of consumer loans or
receivables held in trust. Examples include certificates for automobile
receivables (CARS) and credit card receivables (CARDS). Payments of principal
and interest on these asset-backed securities are "passed through" on a monthly
or other periodic basis to certificate holders and are typically supported by
some form of credit enhancement, such as a surety bond, limited guaranty, or
subordination. The extent of credit enhancement varies, but usually amounts to
only a fraction of the asset-backed security's par value until exhausted.
Ultimately, asset-backed securities are dependent upon payment of the consumer
loans or receivables by individuals, and the certificate holder frequently has
no recourse to the entity that originated the loans or receivables. The actual
maturity and realized yield will vary based upon the prepayment experience of
the underlying asset pool and prevailing interest rates at the time of
prepayment. Asset-backed securities are relatively new instruments and may be
subject to greater risk of default during periods of economic downturn than
other instruments. Also, the secondary market for certain asset-backed
securities may not be as liquid as the market for other types of securities,
which could result in a Portfolio experiencing difficulty in valuing or
liquidating such securities.

Bank Obligations

The Portfolios may invest in bank obligations, including certificates
of deposit, time deposits, bankers' acceptances and other short-term obligations
of domestic banks, foreign subsidiaries of domestic banks, foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, domestic
savings and loan associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, and domestic and foreign branches of foreign
banks, a Portfolio may be subject to additional investment risks that are
different in some respects from those incurred by a Portfolio which invests only
in debt obligations of U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the payment of principal and interest
on these securities and the possible seizure or nationalization of foreign
deposits. In addition, foreign branches of U.S. banks and foreign banks may be
subject to less stringent reserve requirements and to different accounting,
auditing, reporting and recordkeeping standards than those applicable to
domestic branches of U.S. banks.

Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.

Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. Time
deposits which may be held by a Portfolio will not benefit from insurance from
the Bank Insurance Fund or the Savings Association Insurance Fund administered
by the Federal Deposit Insurance Corporation ("FDIC"). Bankers' acceptances are
credit instruments evidencing the obligation of a bank to pay a draft drawn on
it by a customer. These instruments reflect the obligation both of the bank and
of the drawer to pay the face amount of the instrument upon maturity. The other
short-term obligations may include uninsured, direct obligations, bearing fixed,
floating- or variable-interest rates.

Below Investment Grade Investments

A Portfolio may invest in debt securities that are in low or below
investment grade categories, or are unrated or in default at the time of
purchase (also known as high yield securities or "junk bonds"). Such debt
securities have a much greater risk of default (or in the case of bonds
currently in default, of not returning principal) and are more volatile than
higher-rated securities of similar maturity. The value of such debt securities
will be affected by overall economic conditions, interest rates, and the
creditworthiness of the individual issuers. Additionally, these lower rated debt
securities may be less liquid and more difficult to value than higher rated
securities.

Stocks of the smaller and medium-sized companies in which the Fund may
invest may be more volatile than larger company stocks. Investments in foreign
markets may also present special risks, including currency, political,
diplomatic, regulatory and liquidity risks.

Bonds

The Portfolios may invest in bonds. A bond is an interest-bearing
security issued by a company or governmental unit. The issuer of a bond has a
contractual obligation to pay interest at a stated rate on specific dates and to
repay principal (the bond's face value) periodically or on a specified maturity
date. An issuer may have the right to redeem or "call" a bond before maturity,
in which case the investor may have to reinvest the proceeds at lower market
rates. The value of fixed-rate bonds will tend to fall when interest rates rise
and rise when interest rates fall. The value of "floating-rate" or
"variable-rate" bonds, on the other hand, fluctuate much less in response to
market interest rate movements than the value of fixed rate bonds.

Bonds may be senior or subordinated obligations. Senior obligations
generally have the first claim on a corporation's earnings and assets and, in
the event of liquidation, are paid before subordinated debt. Bonds may be
unsecured (backed only by the issuer's general creditworthiness) or secured
(also backed by specified collateral).

Borrowing

The Portfolios may borrow money for temporary or emergency purposes,
including the meeting of redemption requests. Borrowing involves special risk
considerations. Interest costs on borrowings may fluctuate with changing market
rates of interest and may partially offset or exceed the return earned on
borrowed funds (or on the assets that were retained rather than sold to meet the
needs for which funds were borrowed). Under adverse market conditions, a
Portfolio might have to sell portfolio securities to meet interest or principal
payments at a time when investment considerations would not favor such sales.
Reverse repurchase agreements, short sales not against the box, dollar roll
transactions and other similar investments that involve a form of leverage have
characteristics similar to borrowings but are not considered borrowings if the
Portfolio maintains a segregated account.

Commercial Paper

The Portfolios may invest in commercial paper (including variable
amount master demand notes) which refers to short-term, unsecured promissory
notes issued by corporations to finance short-term credit needs. Commercial
paper is usually sold on a discount basis and has a maturity at the time of
issuance not exceeding nine months. Variable amount master demand notes are
demand obligations which permit the investment of fluctuating amounts at varying
market rates of interest pursuant to arrangements between the issuer and a
commercial bank acting as agent for the payee of such notes whereby both parties
have the right to vary the amount of the outstanding indebtedness on the notes.
Investments by the Portfolios in commercial paper (including variable rate
demand notes and variable rate master demand notes issued by domestic and
foreign bank holding companies, corporations and financial institutions, as well
as similar instruments issued by government agencies and instrumentalities) will
consist of issues that are rated in one of the two highest rating categories by
a nationally recognized statistical ratings organization ("NRSRO"). Commercial
paper may include variable- and floating-rate instruments.

Closed-End Investment Companies

The Portfolios may invest in the securities of closed-end investment
companies that invest primarily in foreign securities. Because of restrictions
on direct investment by U.S. entities in certain countries, other investment
companies may provide the most practical or only way for the Portfolio to invest
in certain markets. The Portfolios will invest in such companies when, in the
Advisor's judgment, the potential benefits of the investment justify the payment
of any applicable premium or sales charge. Other investment companies incur
their own fees and expenses.

Convertible Securities

The Portfolios may invest in convertible securities that provide
current income and are issued by companies with the characteristics described
above for each Portfolio and that have a strong earnings and credit record. The
Portfolios may purchase convertible securities that are fixed-income debt
securities or preferred stocks, and which may be converted at a stated price
within a specified period of time into a certain quantity of the common stock of
the same issuer. Convertible securities, while usually subordinate to similar
nonconvertible securities, are senior to common stocks in an issuer's capital
structure. Convertible securities offer flexibility by providing the investor
with a steady income stream (which generally yield a lower amount than similar
nonconvertible securities and a higher amount than common stocks) as well as the
opportunity to take advantage of increases in the price of the issuer's common
stock through the conversion feature. Fluctuations in the convertible security's
price can reflect changes in the market value of the common stock or changes in
market interest rates.

Custodial Receipts for Treasury Securities

The Portfolios may purchase participations in trusts that hold U.S.
Treasury securities (such as TIGRs and CATS) or other obligations where the
trust participations evidence ownership in either the future interest payments
or the future principal payments on the obligations. These participations are
normally issued at a discount to their "face value," and can exhibit greater
price volatility than ordinary debt securities because of the way in which their
principal and interest are returned to investors.

Derivative Securities

The Portfolios may invest in various instruments that may be considered
"derivatives," including structured notes, bonds or other instruments with
interest rates that are determined by reference to changes in the value of other
interest rates, indices or financial indicators ("References") or the relative
change in two or more References. Some derivative securities represent
relatively recent innovations in the bond markets, and the trading market for
these instruments is less developed than the markets for traditional types of
debt instruments. It is uncertain how these instruments will perform under
different economic and interest rate scenarios. Because certain of these
instruments are leveraged, their market values may be more volatile than other
types of bonds and may present greater potential for capital gain or loss.
Derivative securities and their underlying instruments may experience periods of
illiquidity, which could cause a Fund to hold a security it might otherwise sell
or could force the sale of a security at inopportune times or for prices that do
not reflect current market value. The possibility of default by the issuer or
the issuer's credit provider may be greater for these structured and derivative
instruments than for other types of instruments. As new types of derivative
securities are developed and offered to investors, the advisor will, consistent
with the Funds' investment objective, policies and quality standards, consider
making investments in such new types of derivative securities.

Derivative Securities: Futures and Options Contracts

The Portfolios may invest in futures and options contracts. Futures and
options contracts are types of "derivative securities," securities which derive
their value, at least in part, from the price of another security or asset, or
the level of an index or a rate. As is described in more detail below, a
Portfolio often invests in these securities as a "hedge" against fluctuations in
the value of the other securities that the Portfolio holds, although a Portfolio
may also invest in certain derivative securities for investment purposes only.

While derivative securities are useful for hedging and investment, they
also carry additional risks. A hedging policy may fail if the correlation
between the value of the derivative securities and the Portfolio's other
investments does not follow the Advisor's expectations. If the Advisor's
expectations are not met, it is possible that the hedging strategy will not only
fail to protect the value of the Portfolio's investments, but the Portfolio may
also lose money on the derivative security itself. Also, derivative securities
are more likely to experience periods when they will not be readily tradable.
If, as a result of such illiquidity, a Portfolio cannot settle a future or
option contract at the time the Advisor determines is optimal, the Portfolio may
lose money on the investment. Additional risks of derivative securities include:
the risk of the disruption of the Portfolios' ability to trade in derivative
securities because of regulatory compliance problems or regulatory changes;
credit risk of counterparties to derivative contracts; and market risk (i.e.,
exposure to adverse price changes).
The Advisor uses a variety of internal risk management procedures to
ensure that derivatives use is consistent with a Portfolio's investment
objectives, does not expose a Portfolio to undue risk and is closely monitored.
These procedures include providing periodic reports to the Board of Trustees
concerning the use of derivatives.

The use of derivatives by a Portfolio also is subject to broadly
applicable investment policies. For example, a Portfolio may not invest more
than a specified percentage of its assets in "illiquid securities," including
those derivatives that do not have active secondary markets. Nor may a Portfolio
use certain derivatives without establishing adequate "cover" in compliance with
the U.S.
Securities and Exchange Commission ("SEC") rules limiting the use of leverage.

Futures Contracts. The Portfolios may trade futures contracts and
options on futures contracts. A futures transaction involves a firm agreement to
buy or sell a commodity or financial instrument at a particular price on a
specified future date. Futures contracts are standardized and exchange-traded,
where the exchange serves as the ultimate counterparty for all contracts.
Consequently, the only credit risk on futures contracts is the creditworthiness
of the exchange.

The purchaser or seller of a futures contract is not required to
deliver or pay for the underlying instrument unless the contract is held until
the delivery date. However, both the purchaser and seller are required to
deposit "initial margin" with a futures broker when the parties enter into the
contract. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that party
will be required to make additional "variation margin" payments to settle the
change in value on a daily basis. The party that has a gain may be entitled to
receive all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of a Portfolio's
investment limitations. In the event of the bankruptcy of the broker that holds
the margin on behalf of a Portfolio, the Portfolio may not receive a full refund
of its margin.

Although the Portfolios intend to purchase or sell futures contracts only if
there is an active market for such contracts, a liquid market may not exist for
a particular contract at a particular time. Many futures exchanges and boards of
trade limit the amount of fluctuation permitted in futures contract prices
during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that limit
or trading may be suspended for specified periods during the trading day.
Futures contracts prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subject a Portfolio to substantial losses. If it is
not possible, or a Portfolio determines not to close a futures position in
anticipation of adverse price movements, the Portfolio may be required to pay
additional variation margin until the position is closed.
The Portfolios may also purchase options on futures contracts. See
"Options Trading" below.

Foreign Currency Futures Contracts and Foreign Currency Transactions.
The Portfolios can invest in foreign currency futures contracts and foreign
currency transactions which entail the same risks as other futures contracts as
described above, but have the additional risks associated with international
investing. Similar to other futures contracts, a foreign currency futures
contract is an agreement for the future delivery of a specified currency at a
specified time and at a specified price, will be secured by margin deposits, are
regulated by the CFTC and are traded on designated exchanges. A Portfolio will
incur brokerage fees when it purchases and sells futures contracts.

Foreign currency transactions, such as forward foreign currency
exchange contracts, are also contracts for the future delivery of a specified
currency at a specified time and at a specified price. These transactions differ
from futures contracts in that they are usually conducted on a principal basis
instead of through an exchange, and therefore there are no brokerage fees,
margin deposits are negotiated between the parties, and the contracts are
settled through different procedures. The Advisor, considers on an ongoing basis
the creditworthiness of the institutions with which the Portfolio enters into
foreign currency transactions. Despite these differences, however, foreign
currency futures contracts and foreign currency transactions (together,
"Currency Futures") entail largely the same risks, and therefore the remainder
of this section will describe the two types of securities together.

Because the Portfolios may invest in securities denominated in
currencies other than the U.S. dollar and may temporarily hold Portfolios in
bank deposits or other money market investments denominated in foreign
currencies, they may be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rate between such currencies and the
dollar. Changes in foreign currency exchange rates influence values within the
Portfolio from the perspective of U.S. investors. The rate of exchange between
the U.S. dollar and other currencies is determined by the forces of supply and
demand in the foreign exchange markets. The international balance of payments
and other economic and financial conditions, government intervention,
speculation and other factors affect these forces.

A Portfolio will purchase and sell Currency Futures in order to hedge
its portfolio and to protect it against possible variations in foreign exchange
rates pending the settlement of securities transactions. If a fall in exchange
rates for a particular currency is anticipated, a Portfolio may sell a Currency
Future as a hedge. If it is anticipated that exchange rates will rise, a
Portfolio may purchase a Currency Future to protect against an increase in the
price of securities denominated in a particular currency the Portfolio intends
to purchase. These Currency Futures will be used only as a hedge against
anticipated currency rate changes. Although such contracts are intended to
minimize the risk of loss due to a decline in the value of the hedged currency,
at the same time, they tend to limit any potential gain which might result
should the value of such currency increase.

The use of Currency Futures involves the risk of imperfect correlation
between movements in futures prices and movements in the price of currencies
which are the subject of the hedge. The successful use of Currency Futures
strategies also depends on the ability of the Advisor to correctly forecast
interest rate movements, currency rate movements and general stock market price
movements. There can be no assurance that the Advisor's judgment will be
accurate. The use of Currency Futures also exposes a Portfolio to the general
risks of investing in futures contracts: the risk of an illiquid market for the
Currency Futures, the risk of exchange-imposed trading limits, and the risk of
adverse regulatory actions. Any of these events may cause a Portfolio to be
unable to hedge its securities, and may cause a Portfolio to lose money on its
Currency Futures investments.

The Portfolios may also purchase options on Currency Futures. See
"Options Trading" below.

Options Trading. The Portfolios, except the Equity Income, Large
Company Growth and Small Company Growth Portfolios, may purchase or sell options
on individual securities or options on indices of securities. The purchaser of
an option risks a total loss of the premium paid for the option if the price of
the underlying security does not increase or decrease sufficiently to justify
the exercise of such option. The seller of an option, on the other hand, will
recognize the premium as income if the option expires unrecognized but foregoes
any capital appreciation in excess of the exercise price in the case of a call
option and may be required to pay a price in excess of current market value in
the case of a put option.

A call option for a particular security gives the purchaser of the
option the right to buy, and a writer the obligation to sell, the underlying
security at the stated exercise price at any time prior to the expiration of the
option, regardless of the market price of the security. The premium paid to the
writer is in consideration for undertaking the obligation under the option
contract. A put option for a particular security gives the purchaser the right
to sell, and the writer the option to buy, the security at the stated exercise
price at any time prior to the expiration date of the option, regardless of the
market price of the security.

The Portfolios will write call options only if they are "covered." In
the case of a call option on a security or currency, the option is "covered" if
a Portfolio owns the instrument underlying the call or has an absolute and
immediate right to acquire that instrument without additional cash consideration
(or, if additional cash consideration is required, cash, U.S. Government
securities or other liquid high grade debt obligations, in such amount are held
in a segregated account by the Portfolio's custodian) upon conversion or
exchange of other securities held by it. For a call option on an index, the
option is covered if a Portfolio maintains with its custodian a diversified
portfolio of securities comprising the index or liquid assets equal to the
contract value. A call option is also covered if a Portfolio holds an offsetting
call on the same instrument or index as the call written. The Portfolios will
write put options only if they are "secured" by liquid assets maintained in a
segregated account by the Portfolios' custodian in an amount not less than the
exercise price of the option at all times during the option period.

Each Portfolio may buy put and call options and write covered call and
secured put options. Options trading is a highly specialized activity which
entails greater than ordinary investment risk. Options may be more volatile than
the underlying instruments, and therefore, on a percentage basis, an investment
in options may be subject to greater fluctuation than an investment in the
underlying instruments themselves. Purchasing options is a specialized
investment technique that entails a substantial risk of a complete loss of the
amounts paid as premiums to the writer of the option. If the Advisor is
incorrect in its forecast of market value or other factors when writing options,
the Portfolio would be in a worse position than it would have been had if it had
not written the option. If a Portfolio wishes to sell an underlying instrument
(in the case of a covered call option) or liquidate assets in a segregated
account (in the case of a secured put option), the Portfolio must purchase an
offsetting option if available, thereby incurring additional transactions costs.

Below is a description of some of the types of options in which a
Portfolio may invest.

A stock index option is an option contract whose value is based on the
value of a stock index at some future point in time. Stock indexes fluctuate
with changes in the market values of the stocks included in the index. The
effectiveness of purchasing or writing stock index options will depend upon the
extent to which price movements in a Portfolio's investment portfolio correlate
with price movements of the stock index selected. Accordingly, successful use by
a Portfolio of options on stock indexes will be subject to the Advisor's ability
to correctly analyze movements in the direction of the stock market generally or
of particular industry or market segments. When a Portfolio writes an option on
a stock index, the Portfolio will place in a segregated account with the
Portfolio's custodian cash or liquid securities in an amount at least equal to
the market value of the underlying stock index and will maintain the account
while the option is open or otherwise will cover the transaction.

The Portfolios may invest in stock index futures contracts and options
on stock index futures contracts. A stock index futures contract is an agreement
in which one party agrees to deliver to the other an amount of cash equal to a
specific dollar amount multiplied by the difference between the value of a
specific stock index at the close of the last trading day of the contract and
the price at which the agreement is made. Stock index futures contracts may be
purchased to protect a Portfolio against an increase in the prices of stocks
that a Portfolio intends to purchase. The purchase of options on stock index
futures contracts are similar to other options contracts as described above,
where a Portfolio pays a premium for the option to purchase or sell a stock
index futures contract for a specified price at a specified date. With options
on stock index futures contracts, a Portfolio risks the loss of the premium paid
for the option. The Portfolios may also invest in interest-rate futures
contracts and options on interest-rate futures contracts. These securities are
similar to stock index futures contracts and options on stock index futures
contracts, except they derive their price from an underlying interest rate
rather than a stock index.

Interest-rate and index swaps involve the exchange by a Portfolio with
another party of their respective commitments to pay or receive interest (for
example, an exchange of floating-rate payments for fixed-rate payments). Index
swaps involve the exchange by a Portfolio with another party of cash flows based
upon the performance of an index of securities. Interest-rate swaps involve the
exchange by a Portfolio with another party of cash flows based upon the
performance of a specified interest rate. In each case, the exchange commitments
can involve payments to be made in the same currency or in different currencies.
The Portfolios will usually enter into swaps on a net basis. In so doing, the
two payment streams are netted out, with a Portfolio receiving or paying, as the
case may be, only the net amount of the two payments. If a Portfolio enters into
a swap, it will maintain a segregated account on a gross basis, unless the
contract provides for a segregated account on a net basis. The risk of loss with
respect to swaps generally is limited to the net amount of payments that a
Portfolio is contractually obligated to make. There is also a risk of a default
by the other party to a swap, in which case a Portfolio may not receive net
amount of payments that the Portfolio contractually is entitled to receive.

Future Developments. The Portfolios may take advantage of opportunities
in the areas of options and futures contracts and options on futures contracts
and any other derivative investments which are not presently contemplated for
use by the Portfolios or which are not currently available but which may be
developed, to the extent such opportunities are both consistent with the
Portfolios' investment objective and legally permissible for a Portfolio. Before
entering into such transactions or making any such investment, a Portfolio would
provide appropriate disclosure in its Part A or this Part B.

Dollar Roll Transactions

A Portfolio may enter into "dollar roll" transactions wherein a
Portfolio sells fixed income securities, typically mortgage-backed securities,
and makes a commitment to purchase similar, but not identical, securities at a
later date from the same party. Like a forward commitment, during the roll
period no payment is made for the securities purchased and no interest or
principal payments on the security accrue to the purchaser, but a Portfolio
assumes the risk of ownership. A Portfolio is compensated for entering to dollar
roll transactions by the difference between the current sales price and the
forward price for the future purchase, as well as by the interest earned on the
cash proceeds of the initial sale. Like other when-issued securities or firm
commitment agreements, dollar roll transaction involve the risk that the market
value of the securities sold by a Portfolio may decline below the price at which
a Portfolio is committed to purchase similar securities. In the event the buyer
of securities under a dollar roll transaction becomes insolvent, the Portfolio's
use of the proceeds of the transaction may be restricted pending a determination
by the other party, or its trustee or receiver, whether to enforce the
Portfolio's obligation to repurchase the securities.

Emerging Market Securities

The Portfolios, except for the Index Portfolio, may invest in equity
securities of companies in "emerging markets." The Portfolios consider countries
with emerging markets to include the following: (i) countries with an emerging
stock market as defined by the International Finance Corporation; (ii) countries
with low- to middle-income economies according to the International Bank for
Reconstruction and Development (more commonly referred to as the World Bank);
and (iii) countries listed in World Bank publications as developing. The Advisor
may invest in those emerging markets that have a relatively low gross national
product per capita, compared to the world's major economies, and which exhibit
potential for rapid economic growth. The Advisor believes that investment in
equity securities of emerging market issuers offers significant potential for
long-term capital appreciation.

Equity securities of emerging market issuers may include common stock,
preferred stocks (including convertible preferred stocks) and warrants; bonds,
notes and debentures convertible into common or preferred stock; equity
interests in foreign investment funds or trusts and real estate investment trust
securities. The Portfolios may invest in American Depositary Receipts ("ADRs"),
Canadian Depositary Receipts ("CDRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") and International Depositary Receipts
("IDRs") of such issuers.

Emerging market countries include, but are not limited to: Argentina,
Brazil, Chile, China, the Czech Republic, Columbia, Ecuador, Greece, Hong Kong,
Indonesia, India, Malaysia, Mexico, the Philippines, Poland, Portugal, Peru,
Russia, Singapore, South Africa, Thailand, Taiwan and Turkey. A company is
considered in a country, market or region if it conducts its principal business
activities there, namely, if it derives a significant portion (at least 50%) of
its revenues or profits from goods produced or sold, investments made, or
services performed therein or has at least 50% of its assets situated in such
country, market or region.

There are special risks involved in investing in emerging-market
countries. Many investments in emerging markets can be considered speculative,
and their prices can be much more volatile than in the more developed nations of
the world. This difference reflects the greater uncertainties of investing in
less established markets and economies. The financial markets of emerging
markets countries are generally less well capitalized and thus securities of
issuers based in such countries may be less liquid. Most are heavily dependent
on international trade, and some are especially vulnerable to recessions in
other countries. Many of these countries are also sensitive to world commodity
prices. Some countries may still have obsolete financial systems, economic
problems or archaic legal systems. The currencies of certain emerging market
countries, and therefore the value of securities denominated in such currencies,
may be more volatile than currencies of developed countries. In addition, many
of these nations are experiencing political and social uncertainties.

Floating- and Variable-Rate Obligations

The Portfolios may purchase floating- and variable-rate obligations
such as demand notes and bonds. Variable-rate demand notes include master demand
notes that are obligations that permit a Portfolio to invest fluctuating
amounts, which may change daily without penalty, pursuant to direct arrangements
between the Portfolio, as lender, and the borrower. The interest rate on a
floating-rate demand obligation is based on a known lending rate, such as a
bank's prime rate, and is adjusted automatically each time such rate is
adjusted. The interest rate on a variable-rate demand obligation is adjusted
automatically at specified intervals. The issuer of such obligations ordinarily
has a right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days notice to the holders of such obligations. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks.

There generally is no established secondary market for these
obligations because they are direct lending arrangements between the lender and
borrower. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, a Portfolio's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Such obligations frequently are not rated by credit rating agencies and
each Portfolio may invest in obligations which are not so rated only if the
Advisor determines that at the time of investment the obligations are of
comparable quality to the other obligations in which such Portfolio may invest.
The Advisor, on behalf of each Portfolio, considers on an ongoing basis the
creditworthiness of the issuers of the floating- and variable-rate demand
obligations in such Portfolio's investment portfolio. Floating- and
variable-rate instruments are subject to interest-rate risk and credit risk.

The floating- and variable-rate instruments that the Portfolios may
purchase include certificates of participation in such instruments.

Foreign Obligations and Securities

The Portfolios may invest in foreign securities through ADRs, CDRs, EDRs,
IDRs and GDRs or other similar securities convertible into securities of foreign
issuers. These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. ADRs (sponsored or
unsponsored) are receipts typically issued by a U.S. bank or trust company and
traded on a U.S. stock exchange, and CDRs are receipts typically issued by a
Canadian bank or trust company that evidence ownership of underlying foreign
securities. Issuers of unsponsored ADRs are not contractually obligated to
disclose material information in the U.S. and, therefore, such information may
not correlate to the market value of the unsponsored ADR. EDRs and IDRs are
receipts typically issued by European banks and trust companies, and GDRs are
receipts issued by either a U.S. or non-U.S. banking institution, that evidence
ownership of the underlying foreign securities. Generally, ADRs in registered
form are designed for use in U.S. securities markets and EDRs and IDRs in bearer
form are designed primarily for use in Europe.

The Portfolios may invest in fixed income securities of non-U.S.
governmental and private issuers. Such investments may include bonds, notes,
debentures and other similar debt securities, including convertible securities.

Investments in foreign obligations involve certain considerations that
are not typically associated with investing in domestic securities. There may be
less publicly available information about a foreign issuer than about a domestic
issuer. Foreign issuers also are not generally subject to the same accounting,
auditing and financial reporting standards or governmental supervision as
domestic issuers. In addition, with respect to certain foreign countries, taxes
may be withheld at the source under foreign tax laws, and there is a possibility
of expropriation or confiscatory taxation, political, social and monetary
instability or diplomatic developments that could adversely affect investments
in, the liquidity of, and the ability to enforce contractual obligations with
respect to, securities of issuers located in those countries.

Investment income on certain foreign securities in which a Portfolio
may invest may be subject to foreign withholding or other taxes that could
reduce the return on these securities. Tax treaties between the United States
and foreign countries, however, may reduce or eliminate the amount of foreign
taxes to which the Portfolio would be subject.

Forward Commitments, When-Issued Purchases and Delayed-Delivery
Transactions

Each Portfolio may purchase or sell securities on a when-issued or
delayed-delivery basis and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. Securities
purchased or sold on a when-issued, delayed-delivery or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines, or
the value of the security to be sold increases, before the settlement date.

Each Portfolio will segregate cash, U.S. Government obligations or
other high-quality debt instruments in an amount at least equal in value to the
Portfolio's commitments to purchase when-issued securities. If the value of
these assets declines, the Portfolio will segregate additional liquid assets on
a daily basis so that the value of the segregated assets is equal to the amount
of such commitments.

Guaranteed Investment Contracts

The Portfolios may invest in guaranteed investment contracts ("GICs")
issued by insurance companies. Pursuant to such contracts, a Portfolio makes
cash contributions to a deposit fund of the insurance company's general account.
The insurance company then credits to the deposit fund on a monthly basis
guaranteed interest at a rate based on an index. The GICs provide that this
guaranteed interest will not be less than a certain minimum rate. The insurance
company may assess periodic charges against a GIC for expense and service costs
allocable to it, and these charges will be deducted from the value of the
deposit fund. A Portfolio will purchase a GIC only when the Advisor has
determined that the GIC presents minimal credit risks to the Portfolio and is of
comparable quality to instruments in which the Portfolio may otherwise invest.
Because a Portfolio may not receive the principal amount of a GIC from the
insurance company on seven days' notice or less, a GIC may be considered an
illiquid investment. The term of a GIC will be one year or less.

Illiquid Securities

The Portfolios may invest in securities not registered under the
Securities Act of 1933, as amended ("1933 Act") and other securities subject to
legal or other restrictions on resale. Illiquid securities may be difficult to
sell promptly at an acceptable price. Delay or difficulty in selling securities
may result in a loss or be costly to a Portfolio.

Interest Rate Protection Transactions

To manage its exposure to different types of investments, the
Portfolios may enter into interest rate, currency and mortgage (or other asset)
swap agreements and may purchase and sell interest rate "caps," "floors" and
"collars." In a typical interest rate swap agreement, one party agrees to make
regular payments equal to a floating interest rate on a specific amount in
return for payments equal to a fixed interest rate on the same amount for a
specified period. In a cap or floor, one party agrees, usually in return for a
fee, to make payments under particular circumstances. A collar entitles the
purchaser to receive payments to the extent a specified interest rate falls
outside an agreed upon range.

A Portfolio expects to enter into interest rate protection transactions
to preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities it
anticipates purchasing at a later date. The Portfolios intend to use these
transactions as a hedge and not as a speculative investment.

Letters of Credit.

Certain of the debt obligations (including certificates of
participation, commercial paper and other short-term obligations) which the
Portfolios may purchase may be backed by an unconditional and irrevocable letter
of credit of a bank, savings and loan association or insurance company which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks, savings and loan associations and insurance
companies which, in the opinion of the Advisor, are of comparable quality to
issuers of other permitted investments of the Portfolio may be used for letter
of credit-backed investments.

Loans of Portfolio Securities

Each Portfolio may lend its portfolio securities pursuant to guidelines
approved by the Board of Trustees of the Trust to brokers, dealers and financial
institutions, provided: (1) the loan is secured continuously by collateral
consisting of cash, securities of the U.S. Government, its agencies or
instrumentalities, or an irrevocable letter of credit issued by a bank organized
under the laws of the United States, organized under the laws of a State, or a
foreign bank that has filed an agreement with the Federal Reserve Board to
comply with the same rules and regulations applicable to U.S. banks in
securities credit transactions, and such collateral being maintained on a daily
marked-to-market basis in an amount at least equal to the current market value
of the securities loaned plus any accrued interest or dividends; (2) the
Portfolio may at any time call the loan and obtain the return of the securities
loaned upon sufficient prior notification; (3) the Portfolio will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities loaned will not at any time exceed the limits
established by the 1940 Act.

A Portfolio will earn income for lending its securities because cash
collateral pursuant to these loans will be invested subject to the investment
objectives, principal investment strategies and policies of the Portfolio. In
connection with lending securities, a Portfolio may pay reasonable finders,
administrative and custodial fees. Loans of securities involve a risk that the
borrower may fail to return the securities or may fail to provide additional
collateral. In either case, a Portfolio could experience delays in recovering
securities or collateral or could lose all or part of the value of the loaned
securities. Although voting rights, or rights to consent, attendant to
securities on loan pass to the borrower, such loans may be called at any time
and will be called so that the securities may be voted by a Portfolio if a
material event affecting the investment is to occur. A Portfolio may pay a
portion of the interest or fees earned from securities lending to a borrower or
securities lending agent. Borrowing and placing brokers may not be affiliated,
directly or indirectly, with the Trust, the Advisor or the Distributor.

Money Market Instruments and Temporary Investments

The Portfolios may invest in the following types of high quality money
market instruments that have remaining maturities not exceeding one year: (i)
U.S. Government obligations; (ii) negotiable certificates of deposit, bankers'
acceptances and fixed time deposits and other obligations of domestic banks
(including foreign branches) that have more than $1 billion in total assets at
the time of investment and are members of the Federal Reserve System or are
examined by the Comptroller of the Currency or whose deposits are insured by the
FDIC; (iii) commercial paper rated at the date of purchase "Prime-1" by Moodys
or "A-1" or "A-1--" by S&P, or, if unrated, of comparable quality as determined
by the Advisor; and (iv) repurchase agreements. The Portfolios also may invest
in short-term U.S. dollar-denominated obligations of foreign banks (including
U.S. branches) that at the time of investment: (i) have more than $10 billion,
or the equivalent in other currencies, in total assets; (ii) are among the 75
largest foreign banks in the world as determined on the basis of assets; (iii)
have branches or agencies in the United States; and (iv) in the opinion of the
Advisor, are of comparable quality to obligations of U.S. banks which may be
purchased by the Portfolios.

Repurchase Agreements. A Portfolio may enter into repurchase
agreements, wherein the seller of a security to the Portfolio agrees to
repurchase that security from the Portfolio at a mutually agreed upon time and
price. A Portfolio may enter into repurchase agreements only with respect to
securities that could otherwise be purchased by the Portfolio. All repurchase
agreements will be fully collateralized at 102% based on values that are marked
to market daily. The maturities of the underlying securities in a repurchase
agreement transaction may be greater than twelve months, although the maximum
term of a repurchase agreement will always be less than twelve months. If the
seller defaults and the value of the underlying securities has declined, a
Portfolio may incur a loss. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the security, the Portfolio's disposition of the
security may be delayed or limited.

The Portfolios may not enter into a repurchase agreement with a
maturity of more than seven days, if, as a result, more than 15% of a
Portfolio's total net assets would be invested in repurchase agreements with
maturities of more than seven days and illiquid securities. A Portfolio will
only enter into repurchase agreements with primary broker/dealers and commercial
banks that meet guidelines established by the Board of Trustees and that are not
affiliated with the investment Advisor. The Portfolios may participate in pooled
repurchase agreement transactions with other funds advised by the Advisor.

Mortgage-Related and Other Asset-Backed Securities

The Portfolios, except the Index and International Equity Portfolios,
may invest in mortgage-related securities. Mortgage pass-through securities are
securities representing interests in "pools" of mortgages in which payments of
both interest and principal on the securities are made monthly, in effect
"passing through" monthly payments made by the individual borrowers on the
residential mortgage loans which underlie the securities (net of fees paid to
the issuer or guarantor of the securities). Early repayment of principal on
mortgage pass-through securities may expose a Portfolio to a lower rate of
return upon reinvestment of principal. Also, if a security subject to prepayment
has been purchased at a premium, in the event of prepayment the value of the
premium would be lost. Like other fixed-income securities, when interest rates
rise, the value of a mortgage-related security generally will decline; however,
when interest rates decline, the value of mortgage-related securities with
prepayment features may not increase as much as other fixed-income securities.
Payment of principal and interest on some mortgage pass-through securities (but
not the market value of the securities themselves) may be guaranteed by the full
faith and credit of the U.S. Government or its agencies or instrumentalities.
Mortgage pass-through securities created by non-government issuers (such as
commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance, and letters of credit, which may be issued by
governmental entities, private insurers or the mortgage poolers.

The Portfolios may also invest in investment grade Collateralized
Mortgage Obligations ("CMOs"). CMOs may be collateralized by whole mortgage
loans but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by the Government National Mortgage
Association ("GNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") or
the Federal National Mortgage Association (" FNMA"). CMOs are structured into
multiple classes, with each class bearing a different stated maturity. Payments
of principal, including prepayments, are first returned to investors holding the
shortest maturity class; investors holding the longer maturity classes receive
principal only after the first class has been retired. As new types of
mortgage-related securities are developed and offered to investors, the Advisor
will, consistent with a Portfolio's investment objective, policies and quality
standards, consider making investments in such new types of mortgage-related
securities.

The Portfolios may also invest in ARMs issued or guaranteed by the
GNMA, FNMA or the FHLMC. The full and timely payment of principal and interest
on GNMA ARMs is guaranteed by GNMA and backed by the full faith and credit of
the U.S. Government. FNMA also guarantees full and timely payment of both
interest and principal, while FHLMC guarantees full and timely payment of
interest and ultimate payment of principal. FNMA and FHLMC ARMs are not backed
by the full faith and credit of the United States. However, because FNMA and
FHLMC are government-sponsored enterprises, these securities are generally
considered to be high quality investments that present minimal credit risks. The
yields provided by these ARMs have historically exceeded the yields on other
types of U.S. Government securities with comparable maturities, although there
can be no assurance that this historical performance will continue.

The mortgages underlying ARMs guaranteed by GNMA are typically insured
or guaranteed by the Federal Housing Administration, the Veterans Administration
or the Farmers Home Administration, while those underlying ARMs issued by FNMA
or FHLMC are typically conventional residential mortgages which are not so
insured or guaranteed, but which conform to specific underwriting, size and
maturity standards.

The interest rates on the mortgages underlying the ARMs and some of the
CMOs in which the Portfolio may invest generally are readjusted at periodic
intervals ranging from one year or less to several years in response to changes
in a predetermined commonly-recognized interest rate index. The adjustable rate
feature should reduce, but will not eliminate, price fluctuations in such
securities, particularly when market interest rates fluctuate. The net asset
value of a Portfolio's shares may fluctuate to the extent interest rates on
underlying mortgages differ from prevailing market interest rates during interim
periods between interest rate reset dates. Accordingly, investors could
experience some loss if they redeem their shares of the Portfolio or if the
Portfolio sells these securities before the interest rates on the underlying
mortgages are adjusted to reflect prevailing market interest rates. The holder
of ARMs and CMOs are also subject to repayment risk.

There are risks inherent in the purchase of mortgage-related
securities. For example, these securities are subject to a risk that default in
payment will occur on the underlying mortgages. In addition to default risk,
these securities are subject to the risk that prepayment on the underlying
mortgages will occur earlier or later or at a lessor or greater rate than
expected. To the extent that the Advisor's assumptions about prepayments are
inaccurate, these securities may expose the Portfolios to significantly greater
market risks than expected.

The Portfolios also may invest in the following types of FHLMC mortgage
pass-through securities. FHLMC issues two types of mortgage pass-through
securities: mortgage participation certificates ("PCs") and guaranteed mortgage
certificates ("GMCs"). PCs resemble GNMA certificates in that each PC represents
a pro rata share of all interest and principal payments made and owed on the
underlying pool of mortgages. GMCs also represent a pro rata interest in a pool
of mortgages. These instruments, however, pay interest semiannually and return
principal once a year in guaranteed minimum payments. These mortgage
pass-through securities differ from bonds in that principal is paid back by the
borrower over the length of the loan rather than returned in a lump sum at
maturity. They are called "pass-through" securities because both interest and
principal payments, including prepayments, are passed through to the holder of
the security. PCs and GMCs are both subject to prepayment risk.

Municipal Bonds

The Portfolios may invest in municipal bonds. The two principal
classifications of municipal bonds are "general obligation" and "revenue" bonds.
Municipal bonds are debt obligations issued to obtain funds for various public
purposes. Industrial development bonds are a specific type of revenue bond
backed by the credit and security of a private user. Certain types of industrial
development bonds are issued by or on behalf of public authorities to obtain
funds to provide privately-operated facilities.

From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on municipal obligations. For example, under federal tax legislation
enacted in 1986, interest on certain private activity bonds must be included in
an investor's alternative minimum taxable income, and corporate investors must
treat all tax-exempt interest as an item of tax preference. Moreover a Portfolio
cannot predict what legislation, if any, may be proposed in the state
legislature regarding the state income tax status of interest on such
obligations, or which proposals, if any, might be enacted. Such proposals, while
pending or if enacted, might materially and adversely affect the availability of
municipal obligations generally for investment by the Portfolio and the
liquidity and value of the Portfolio's assets. In such an event, a Portfolio
would re-evaluate its investment objective and policies and consider possible
changes in its structure or possible dissolution.

Certain of the municipal obligations held by a Portfolio may be insured
as to the timely payment of principal and interest. The insurance policies
usually are obtained by the issuer of the municipal obligation at the time of
its original issuance. In the event that the issuer defaults on interest or
principal payment, the insurer will be notified and will be required to make
payment to the bondholders. There is, however, no guarantee that the insurer
will meet its obligations. In addition, such insurance does not protect against
market fluctuations caused by changes in interest rates and other factors.

Other Investment Companies

The Portfolios may invest in shares of other investment companies to
the extent permitted under the 1940 Act. However, no Portfolio that has
knowledge that its Interests are purchased by another investment company
investor pursuant to Section 12(d)(1)(G) of the 1940 Act may acquire any
securities of registered open-end management investment companies or registered
unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d(1)(G) of the
1940 Act. In addition, any Portfolio that has knowledge that its Interests are
purchased by another investment company pursuant to an exemptive order relating
to Section 12(d)(1) of the 1940 Act that precludes underlying portfolios from
acquiring any securities of any other investment company in excess of the limits
contained in Section 12(d)(1)(A) of the 1940 Act, except for securities received
as a dividend or as a result of a plan of reorganization of any company, will
limit its acquisition of securities of other investment companies accordingly.

Participation Interests

The Portfolios may purchase participation interests in loans or
instruments in which the Portfolio may invest directly that are owned by banks
or other institutions. A participation interest gives a Portfolio an undivided
proportionate interest in a loan or instrument. Participation interests may
carry a demand feature permitting the holder to tender the interests back to the
bank or other institution. Participation interests, however, do not provide the
Portfolio with any right to enforce compliance by the borrower, nor any rights
of set-off against the borrower and the Portfolio may not directly benefit from
any collateral supporting the loan in which it purchased a participation
interest. As a result, the Portfolio will assume the credit risk of both the
borrower and the lender that is selling the participation interest.

Privately Issued Securities

The Portfolios, except the Disciplined Growth, Small Cap Value and
Small Company Growth Portfolios, may invest in privately issued securities,
including those which may be resold only in accordance with Rule 144A under the
Securities Act of 1933 ("Rule 144A Securities"). Rule 144A Securities are
restricted securities that are not publicly traded. Accordingly, the liquidity
of the market for specific Rule 144A Securities may vary. Delay or difficulty in
selling such securities may result in a loss to a Portfolio. Privately issued or
Rule 144A securities that are determined by the investment Advisor to be
"illiquid" are subject to the Portfolios' policy of not investing more than 15%
of its net assets in illiquid securities. The investment Advisor, under
guidelines approved by Board of Trustees of the Trust, will evaluate the
liquidity characteristics of each Rule 144A Security proposed for purchase by a
Portfolio on a case-by-case basis and will consider the following factors, among
others, in their evaluation: (1) the frequency of trades and quotes for the Rule
144A Security; (2) the number of dealers willing to purchase or sell the Rule
144A Security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the Rule 144A Security; and (4) the nature of
the Rule 144A Security and the nature of the marketplace trades (e.g., the time
needed to dispose of the Rule 144A Security, the method of soliciting offers and
the mechanics of transfer).

Reverse Repurchase Agreements

The Portfolios may enter into reverse repurchase agreements (an
agreement under which a Portfolio sells their portfolio securities and agrees to
repurchase them at an agreed-upon date and price). At the time a Portfolio
enters into a reverse repurchase agreement it will place in a segregated
custodial account liquid assets such as U.S. Government securities or other
liquid high-grade debt securities having a value equal to or greater than the
repurchase price (including accrued interest) and will subsequently monitor the
account to ensure that such value is maintained. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the Portfolios
may decline below the price at which the Portfolios are obligated to repurchase
the securities.
Reverse repurchase agreements may be viewed as a form of borrowing.

Small Company Securities

Investments in small capitalization companies carry greater risk than
investments in larger capitalization companies. Smaller capitalization companies
generally experience higher growth rates and higher failure rates than do larger
capitalization companies; and the trading volume of smaller capitalization
companies' securities is normally lower than that of larger capitalization
companies and, consequently, generally has a disproportionate effect on market
price (tending to make prices rise more in response to buying demand and fall
more in response to selling pressure).

Securities owned by a Portfolio that are traded in the over-the-counter
market or on a regional securities exchange may not be traded every day or in
the volume typical of securities trading on a national securities exchange. As a
result, disposition by a Portfolio of a security, to meet redemption requests by
other investors or otherwise, may require the Portfolio to sell these securities
at a discount from market prices, to sell during periods when disposition is not
desirable, or to make many small sales over a lengthy period of time.

Investment in small, unseasoned issuers generally carry greater risk
than is customarily associated with larger, more seasoned companies. Such
issuers often have products and management personnel that have not been tested
by time or the marketplace and their financial resources may not be as
substantial as those of more established companies. Their securities (which a
Portfolio may purchase when they are offered to the public for the first time)
may have a limited trading market that can adversely affect their sale by the
Portfolio and can result in such securities being priced lower than otherwise
might be the case. If other institutional investors engaged in trading this type
of security, a Fund may be forced to dispose of its holdings at prices lower
than might otherwise be obtained.

Stripped Securities

The Portfolios may purchase Treasury receipts, securities of
government-sponsored enterprises (GSEs), and other "stripped" securities that
evidence ownership in either the future interest payments or the future
principal payments on U.S. Government and other obligations. The stripped
securities the Portfolios may purchase are issued by the U.S. Government (or a
U.S. Government agency or instrumentality) or by private issuers such as banks,
corporations and other institutions at a discount to their face value. The
Portfolios will not purchase stripped mortgage-backed securities ("SMBS"). The
stripped securities purchased by the Portfolios generally are structured to make
a lump-sum payment at maturity and do not make periodic payments of principal or
interest. Hence, the duration of these securities tends to be longer and they
are therefore more sensitive to interest rate fluctuations than similar
securities that offer periodic payments over time. The stripped securities
purchased by the Portfolios are not subject to prepayment or extension risk.

Unrated Investments

The Portfolios may purchase instruments that are not rated if, in the
opinion of the Advisor, such obligations are of investment quality comparable to
other rated investments that are permitted to be purchased by such Portfolio.
After purchase by a Portfolio, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Portfolio. Neither
event will require a sale of such security by the Portfolio. To the extent the
ratings given by Moodys or S&P may change as a result of changes in such
organizations or their rating systems, a Portfolio will attempt to use
comparable ratings as standards for investments in accordance with the
investment policies contained in its Part A and in this Part B. The ratings of
Moodys and S&P are more fully described in the Appendix to this Part B.

U.S. Government Obligations

The Portfolios may invest in obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities ("U.S. Government
obligations"). Payment of principal and interest on U.S. Government obligations
(i) may be backed by the full faith and credit of the United States (as with
U.S. Treasury bills and GNMA certificates) or (ii) may be backed solely by the
issuing or guaranteeing agency or instrumentality itself (as with FNMA notes).
In the latter case investors must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
which agency or instrumentality may be privately owned. There can be no
assurance that the U.S. Government will provide financial support to its
agencies or instrumentalities where it is not obligated to do so. In addition,
U.S. Government obligations are subject to fluctuations in market value due to
fluctuations in market interest rates. As a general matter, the value of debt
instruments, including U.S. Government obligations, declines when market
interest rates increase and rises when market interest rates decrease. Certain
types of U.S. Government obligations are subject to fluctuations in yield or
value due to their structure or contract terms.

Warrants

The Portfolios may invest in warrants. Warrants represent rights to
purchase securities at a specific price valid for a specific period of time. The
prices of warrants do not necessarily correlate with the prices of the
underlying securities. A Portfolio may only purchase warrants on securities in
which the Fund may invest directly.

Zero Coupon Bonds

The Portfolios may invest in zero coupon bonds. Zero coupon bonds are
securities that make no periodic interest payments, but are instead sold at
discounts from face value. The buyer of such a bond receives the rate of return
by the gradual appreciation of the security, which is redeemed at face value on
a specified maturity date. Because zero coupon bonds bear no interest, they are
more sensitive to interest-rate changes and are therefore more volatile. When
interest rates rise, the discount to face value of the security deepens and the
securities decrease more rapidly in value, when interest rates fall, zero coupon
securities rise more rapidly in value because the bonds carry fixed interest
rates that become more attractive in a falling interest rate environment.

Nationally Recognized Statistical Ratings Organization

The ratings of Moodys Investors Service, Inc.; Standard & Poor's
Ratings Group, Division of McGraw Hill; Duff & Phelps Credit Rating Co.; Fitch
Investors Service, Inc.; Thomson Bank Watch; and IBCA Inc. represent their
opinions as to the quality of debt securities. It should be emphasized, however,
that ratings are general and not absolute standards of quality, and debt
securities with the same maturity, interest rate and rating may have different
yields while debt securities of the same maturity and interest rate with
different ratings may have the same yield. Subsequent to purchase by a
Portfolio, an issue of debt securities may cease to be rated or its rating may
be reduced below the minimum rating required for purchase by a Portfolio. The
Advisor will consider such an event in determining whether the Portfolio
involved should continue to hold the obligation.

Portfolio Turnover

Generally, the Portfolios will purchase portfolio securities for
capital appreciation or investment income, or both, and not for short-term
trading profits. If a Portfolio's annual portfolio turnover rate exceeds 100%,
it may result in higher brokerage costs and possible tax consequences for the
Interest holders.

ITEM 13. MANAGEMENT OF THE TRUST

The principal occupations during the past five years of the Trustees
and the principal executive officer of the Trust are listed below. The address
of each, unless otherwise indicated is 111 Center Street, Little Rock, Arkansas
72201. Trustees deemed to be "interested persons" of the Trust for purposes of
the 1940 Act are indicated by an asterisk.

<PAGE>

<TABLE>
<S> <C> <C>
Principal Occupations
Name, Age and Address Position During Past 5 Years
- --------------------- -------- -------------------

*Robert C. Brown, 65 Trustee, Director, Federal Farm Credit Banks Funding
1431 Landings Place Secretary and Corporation and Farm Credit System Financial
Sarasota, FL 34231 Treasurer Assistance Corporation since February 1993.

Donald H. Burkhardt, 70 Trustee Principal of the Burkhardt Law Firm.
777 South Steele Street
Denver, CO 80209

Jack S. Euphrat, 77 Trustee Private Investor.
415 Walsh Road
Atherton, CA 94027

Thomas S. Goho, 56 Trustee Business Associate Professor, Wake Forest
321 Beechcliff Court University, Calloway School of Business and
Winston-Salem, NC 27104 Accountancy since 1994; previously Associate
Professor of Finance.

Peter G. Gordon, 56 Trustee Chairman and Co-Founder of Crystal Geyser Water
Crystal Geyser Water Co. Company and President of Crystal Geyser Roxane
55 Francisco Street, Suite 410 Water Company since 1977.
San Francisco, CA 94133

*W. Rodney Hughes, 72 Trustee and Private Investor.
31 Dellwood Court President
San Rafael, CA 94901

Richard M. Leach, 63 Trustee President of Richard M. Leach Associates (a
P.O. Box 1888 financial consulting firm) since 1992.
New London, NH 03257

*J. Tucker Morse, 54 Trustee Private Investor/Real Estate Developer; Chairman
Four Beaufain Street of Vault Holdings, LLC.
Charleston, SC 29401

Timothy J. Penny, 45 Trustee Senior Counselor to the public relations firm of
500 North State Street Himle-Horner since January 1995 and Senior Fellow
Waseca, MN 56095 at the Humphrey Institute, Minneapolis, Minnesota
(a public policy organization) since January 1995.

Donald C. Willeke 58 Trustee Principal, Willeke & Daniels
201 Ridgewood Avenue
Minneapolis, MN 55403
</TABLE>

Each of the Trustees and Officers listed above act in the identical
capacities for Wells Fargo Funds Trust and Wells Fargo Variable Trust
(collectively the "Fund Complex"). Each Trustee receives an annual retainer
(payable quarterly) of $40,000 from the Fund Complex, and also receives a
combined fee of $1,000 for attendance at Fund Complex Board meetings, and a
combined fee of $250 for attendance at committee meetings. If a committee
meeting is held absent a full Board meeting, each attending Trustee will receive
a $1,000 combined fee. These fees apply equally for in-person or telephonic
meetings, and Trustees are reimbursed for all out-of-pocket expenses related to
attending meetings. For 1999, the Trustees will receive a pro rata share of the
annual retainer, calculated from the closing date of the Reorganization. The
Trustees do not receive any retirement benefits or deferred compensation from
the Trust or any other member of the Fund Complex.

As of the date of this SAI, Trustees and officers of the Trust, as a
group, beneficially owned less than 1% of the outstanding shares of the Trust.

ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Set forth below, as of November 2, 1999, is the name and share
ownership of each person known by the Trust to have beneficial or record
ownership of 5% or more of a class of a Portfolio or 5% or more of the voting
securities as a whole. The address for each of the funds listed below is 111
Center Street, Little Rock Arkansas 72201.

5% Ownership as of NOVEMBER 2, 1999

Percentage
Portfolio Name and Address of Portfolio

Disciplined Growth Performa Disciplined 23.50%
Portfolio Diversified Equity 52.80%
Strategic Income 1.33%
Moderate Balanced 5.21%
Growth Balanced 15.82%
Aggressive Balance E 1.34%

Equity Income Portfolio Equity Income 68.87%
Diversified Equity Str 21.29%
Strategic Income 0.53%
Moderate Balanced 2.11%
Growth Balance 6.40%
Aggressive Balance E 0.54%
WBII Growh 0.09%
WBII Growth & Income 0.06%
WBII Growth Balance 0.10%

Index Portfolio Index 52.13%
Diversified Equity 32.41%
Strategic Income 0.82%
Moderate Balanced 3.25%
Growth Balanced 9.80%
Aggressive Balance E 0.82%
Forum Equity Index 0.78%

International Portfolio International 35.48%
Growth Equity 19.72%
Diversified Equity 30.69%
Strategic Income 0.72%
Moderate Balanced 2.92%
Growth Balanced 9.28%
Aggressive Balance E 0.76%
WBII Growth 0.09%
WBII Growth & Income 0.14%
WBII Growth Balance 0.22%

Large Company Growth Large Company Growth 59.66%
Portfolio Growth Equity 11.19%
Diversified Equity 19.70%
Strategic Income 0.50%
Moderate Balanced 2.01%
Growth Balanced 5.97%
Aggressive Balanced 0.51%
WBII Growth 0.27%
WBII Growth & Income 0.08%
WBII Growth Balance 0.11%

Managed Fixed Income Diversified Bond 20.78%
Portfolio Strategic Income 16.57%
Moderate Balanced 26.77%
Growth Balanced 34.36%
Aggressive Balanced 1.52%

Positive Return Bond Diversified Bond 20.80%
Portfolio Strategic Income 16.55%
Moderate Balanced 26.78%
Growth Balanced 34.34%
Aggressive Balanced 1.52%

Small Cap Value Portfolio Performa Small Cap 10.01%
Growth Equity 35.14%
Diversified Equity 30.95%
Strategic Income 0.78%
Moderate Balanced 3.03%
Growth Balanced 9.24%
Aggressive Balanced 0.79%
Diversified Small Cp 10.08%

Stable Income Portfolio Strategic Income 19.85%
Moderate Balanced 23.61%
Stable Income 56.54%

Strategic Value Bond Performa Strategic V 3.60%
Portfolio Diversified Bond 12.72%
Strategic Income 10.14%
Moderate Balanced 16.37%
Growth Balanced 21.05%
Aggressive Balanced 0.93%
Total Return 35.19%

Small Company Growth Small Company Growth 76.70%
Portfolio Growth Equity 9.07%
Diversified Equity 8.01%
Strategic Income 0.20%
Moderate Balanced 0.79%
Growth Balanced 2.41%
Aggressive Balanced 0.20%
Diversified Small Cap 2.61%

Small Company Index Growth Equity 38.90%
Portfolio Diversified Equity 34.45%
Strategic Income 0.87%
Moderate Balanced 3.39%
Growth Balanced 10.30%
Aggressive Balanced 0.88%
Diversified Small Cap 11.22%

Small Company Value Growth Equity 38.88%
Diversified Equity 34.43%
Strategic Income 0.87%
Moderate Balanced 3.38%
Growth Balanced 10.29%
Aggressive Balanced 0.88%
Diversified Small Cap 11.27%

International Equity Growth Equity 30.80%
Portfolio Diversified Equity 46.66%
Strategic Income 1.49%
Moderate Balanced 5.33%
Growth Balanced 14.43%
Aggressive Balanced 1.29%

ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.

Investment Advisor. Subject to the general supervision of the Board,
Wells Fargo provides investment advisory services to the Portfolios. As
investment advisor, Wells Fargo furnishes investment guidance and policy
direction in connection with the daily portfolio management of the Portfolios.
Wells Fargo furnishes to the Trust's Board of Trustees periodic reports on the
investment strategies and performance of each Portfolio. Wells Fargo provides
the Portfolios with, among other things, money market and fixed-income research,
analysis and statistical and economic data and information concerning interest
rate and securities markets trends, portfolio composition, and credit
conditions.

The investment advisory agreement for each Portfolio ("Advisory
Agreement") will remain in effect for a period of two years from the date of its
effectiveness and thereafter shall continue for successive one-year periods
provided such continuance is specifically approved at least annually by the
Board or by vote of the Interest holders of the Portfolio, and, in either case,
by a majority of the Trustees who are not parties to the Advisory Agreement or
interested persons of any such party (other than as trustees of the Trust).

The Advisory Agreement with respect to a Portfolio is terminable
without the payment of penalty, (i) by the Board or by a vote of a majority of
the Portfolio's outstanding voting securities (as defined in the 1940 Act) on 60
days' written notice by either party and will terminate automatically upon its
assignment.

The advisory fees, as described in Part A, are accrued daily and paid
monthly. The adviser in its sole discretion, may waive all or any portion of its
advisory fee with respect to each Portfolio. Each Advisory Agreement provides
that the Advisers may render service to others.

The table below shows the dollar amount of advisory fees payable as a
percentage of daily net assets by each Portfolio to the predecessor advisors
over the past three years. As discussed in the "Trust History" section, the
Portfolios were created as part of the reorganization of the Stagecoach and
Norwest Funds. Therefore, the information shown below concerning the dollar
amounts of advisory fees paid shows the dollar amount of fees paid to advisors
by the predecessor portfolio that is considered the surviving entity for
accounting purposes. Specifically, the table details the dollar amount of fees
that would have been payable had certain waivers not been in place, together
with the dollar amount of fees waived and the dollar amount of net fees paid.
The advisory fee rates are set forth in Part A. This information is provided for
the past three years or such shorter terms as a Portfolio has been operational.

ADVISORY FEES
<TABLE>
<S> <C> <C> <C> <C>

Fee Waived or Fee
Fee Reimbursed Retained by
Payable by Norwest Adviser

Index Portfolio
Year ended May 31, 1999 $2,351,029 $0 $2,351,029
Year ended May 31, 1998 $1,709,358 $0 $1,709,358
Year ended May 31, 1997 $ 592,067 $592,067 $0
Small Company Growth Portfolio
Year ended May 31, 1999 $6,579,692 $0 $6,579,692
Year ended May 31, 1998 $7,752,366 $0 $7,752,366
Small Company Value Portfolio
Year ended May 31, 1999 $1,297,868 $0 $1,297,868
Year ended May 31, 1998 $1,558,410 $0 $1,558,410
Large Company Growth
Year ended May 31, 1999 $9,043,943 $0 $9,043,943
Year ended May 31, 1998 $6,448,644 $0 $6,448,644
Equity Income Portfolio
Year ended May 31, 1999 $10,582,022 $0 $10,582,022
Year ended May 31, 1998 $ 7,756,161 $0 $ 7,756,161
Small Cap Index Portfolio
Year ended May 31, 1999 $303,388 $0 $303,388
Year ended May 31, 1998 $ 45,748 $0 $ 45,748
Managed Fixed Income Portfolio
Year ended May 31, 1999 $1,307,275 $0 $1,307,275
Year ended May 31, 1998 $ 975,529 $0 $ 975,529
Positive Return Bond Fund
Year ended May 31, 1999 $871,345 $0 $871,345
Year ended May 31, 1998 $727,322 $0 $727,322
Stable Income Portfolio
Year ended May 31, 1999 $864,254 $0 $864,254
Year ended May 31, 1998 $682,043 $0 $682,043
Disciplined Growth Portfolio
Year ended May 31, 1999 $1,481,103 $0 $1,481,103
Year ended May 31, 1998 $ 679,865 $0 $ 679,865
Small Cap Value Portfolio
Year ended May 31, 1999 $1,021,928 $0 $1,021,928
Year ended May 31, 1998 $ 580,454 $0 $ 580,454
Strategic Value Bond Portfolio
Year ended May 31, 1999 $1,203,467 $0 $1,203,467
Year ended May 31, 1998 $ 601,240 $0 $ 601,240

Fee Waived or Fee
Fee Reimbursed Retained by
Payable by Schroder Schroder

International Portfolio
Year ended May 31, 1999 $3,937,758 $717,860 $3,219,898
Year ended May 31, 1998 $3,832,528 $117,141 $3,715,387
Year ended May 31, 1997 $ 812,485 N/A $ 812,485

International Portfolio Equity Portfolio
Year ended May 31, 1999 $536,814 $0 $536,814
</TABLE>

Investment Sub-Advisors. Wells Fargo has engaged Wells Capital Management
Incorporated ("WCM"), Galliard Capital Management, Inc. ("Galliard"), Peregrine
Capital Management, Inc. ("Peregrine"), Smith Asset Management Group, LP ("Smith
Group") and Schroder Investment Management North America Inc. ("Schroder")
(collectively, the "Sub-Advisors") to serve as investment sub-advisors to the
Portfolios. Subject to the direction of the Trust's Board of Trustees and the
overall supervision and control of Wells Fargo and the Trust, the Sub-Advisors
make recommendations regarding the investment and reinvestment of the
Portfolios' assets. The Sub-Advisors furnish to Wells Fargo Bank periodic
reports on the investment activity and performance of the Portfolios. The
Sub-Advisors also furnish such additional reports and information as Wells Fargo
Bank and the Trust's Board of Trustees and officers may reasonably request.

An Investment Subadvisory Agreement (the "Subadvisory Agreement") for a
Portfolio will remain in effect for a period of two years from the date of its
effectiveness and thereafter shall continue for successive one-year periods
provided such continuance is specifically approved at least annually by the
Board or by vote of the Interest holders of the Portfolio, and, in either case,
by a majority of the Trustees who are not parties to the Advisory Agreement or
interested persons of any such party (other than as trustees of the Trust). A
Portfolio's Subadvisory Agreement is terminable without penalty by the Board or
a majority of the outstanding voting securities of the Portfolio or by the
Advisor or Subadvisor on 60 days' written notice to the other party and will
automatically terminate in the event of its assignment.

As compensation for sub-advisory services to the Portfolios, WCM,
Galliard, Peregrine, Smith and Schroder are each entitled to receive the
following fees:
<TABLE>
<S> <C> <C> <C>

- ------------------------------ --------------------- -----------------------------------
Core Portfolio Sub-Advisor Fees
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Disciplined Growth Smith 0-175M 0.35%
175-225M 0
225-500M 0.25%
>500M 0.20%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Equity Income WCM 0-200M 0.25%
200-400M 0.20%
>400M 0.15%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Index WCM 0-200M 0.02%
>200M 0.01%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
International Schroder 0-100M 0.45%
100-200M 0.35%
200-600M 0.20%
>600M 0.185%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
International Equity WCM 0-200M 0.35%
200-400M 0.25%
>400M 0.15%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Large Company Peregrine 0-25M 0.75%
Growth 25-50M 0.60%
50-275M 0.50%
>275M 0.30%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Small Cap Index WCM 0-200M 0.02%
>200M 0.01%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Small Cap Value Smith 0-110M 0.45%
110-150M 0%
150-300M 0.30%
>300M 0.25%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Small Company Peregrine 0-50M 0.90%
Growth 50-180M 0.75%
180-340M 0.65%
340-685M 0.50%
685-735M 0.52%
>735M 0.55%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Small Company Peregrine 0-200M 0.50%
Value >200M 0.75%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Managed Fixed Galliard 0-100M 0.10%
Income Portfolio 100-200M 0.08%
> 200M 0.06%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Positive Return Peregrine 0-10M 0.40%
Portfolio 10-25M 0.30%
25M-300M 0.20%
>300M 0.10%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Strategic Value Bond Galliard 0-100M 0.13%
Portfolio 100-200M 0.10%
> 200M 0.08%
- ------------------------------ --------------------- -----------------------------------
- ------------------------------ --------------------- -----------------------------------
Stable Income Galliard 0-1500M 0.04%
Portfolio 1500-2000M 0.05%
2000-2500M 0.045%
2500-3000M 0.04%
> 3000M 0.03%
- ------------------------------ --------------------- -----------------------------------
</TABLE>

Administrator. The Trust has retained Wells Fargo as Administrator on
behalf of each Portfolio. Under the Administration Agreement between Wells Fargo
and the Trust, Wells Fargo shall provide as administration services, among other
things: (i) general supervision of the Funds' operations, including coordination
of the services performed by each Portfolio's investment advisor, transfer
agent, custodian, shareholder servicing agent(s), independent auditors and legal
counsel, regulatory compliance, including the compilation of information for
documents such as reports to, and filings with, the U.S. Securities and Exchange
Commission ("SEC") and state securities commissions; and preparation of proxy
statements and shareholder reports for each Portfolio; and (ii) general
supervision relative to the compilation of data required for the preparation of
periodic reports distributed to the Trust's officers and Board of Trustees.
Wells Fargo also furnish office space and certain facilities required for
conducting the Portfolios' business together with ordinary clerical and
bookkeeping services. The Administrator is not entitled to receive an
administration fee as long as it receives an administration fee at the
underlying fund level.

The Table below shows the dollar amount of administrative fees payable
as a percentage of daily net assets by each Portfolio to the predecessor
Administrator. Specifically, the table details the dollar amount of fees that
would have been payable had certain waivers not been in place, together with the
dollar amount of fees waived and the dollar amount of net fees paid. The
advisory fee rates are set forth in Part A. This information is provided for the
past three years or such shorter terms as a Portfolio has been operational.

ADMINISTRATIVE FEES

Fee Fee Fee
Payable Waived Retained

Index Portfolio
Year ended May 31, 1999 $783,676 $779,240 $4,436
Year ended May 31, 1998 $652,010 $648,264 $3,746
Year ended May 31, 1997 $394,711 $163,837 $230,874

Small Company Growth Portfolio
Year ended May 31, 1999 $365,538 $ 1,559 $363,979
Year ended May 31, 1998 $486,767 $479,752 $7,015
Small Company Value Portfolio
Year ended May 31, 1999 $ 72,104 $68,547 $3,557
Year ended May 31, 1998 $101,259 $96,092 $5,167
Large Company Growth Portfolio
Year ended May 31, 1999 $695,688 $137,320 $558,368
Year ended May 31, 1998 $576,912 $572,067 $4,845
Equity Income Portfolio
Year ended May 31, 1999 $1,058,202 $425,107 $633,095
Year ended May 31, 1998 $860,981 $856,592 $4,389
Small Cap Index Portfolio
Year ended May 31, 1999 $60,678 $54,976 $5,702
Year ended May 31, 1998 $9,156 $3,594 $5,562
Managed Fixed Income Portfolio
Year ended May 31, 1999 $186,754 $184,012 $2,742
Year ended May 31, 1998 $155,632 $153,576 $2,056
Positive Return Portfolio
Year ended May 31, 1999 $124,478 $122,006 $2,472
Year ended May 31, 1998 $120,200 $117,575 $2,625
Stable Income Portfolio
Year ended May 31, 1999 $144,042 $142,032 $2,010
Year ended May 31, 1998 $131,004 $127,246 $3,758
International Portfolio
Year ended May 31, 1999 $1,312,586 $0 $1,312,586
Year ended May 31, 1998 $1,209,182 $0 $1,209,182
Year ended May 31, 1997 $ 270,828 $141,294 $ 129,534
Disciplined Growth Portfolio
Year ended May 31, 1999 $82,284 $79,837 $2,447
International Equity Portfolio
Year ended May 31, 1999 $22,367 $22,637 $0
Small Cap Value Portfolio
Year ended May 31, 1999 $53,786 $50,969 $2,817
Strategic Value Bond Portfolio
Year ended May 31, 1999 $120,347 $118,013 $2,334
</TABLE>

Custodian. Norwest Bank Minnesota, N.A. ("Norwest Bank"), located at
Norwest Center, 6th and Marquette, Minneapolis, Minnesota 55479, acts as
Custodian for each Portfolio. The Custodian, among other things, maintains a
custody account or accounts in the name of each Portfolio, receives and delivers
all assets for each Portfolio upon purchase and upon sale or maturity, collects
and receives all income and other payments and distributions on account of the
assets of each Portfolio, and pays all expenses of each Portfolio. For its
services as Custodian, Norwest Bank is entitled to receive a fee of 0.02% of the
average daily net assets of each Portfolio except the International and
International Equity Portfolios for which it will receive a fee of 0.25% of the
average daily net assets on a annualized basis.

Fund Accountant. Forum Accounting Services, LLC ("Forum Accounting"), located at
Two Portland Square, Portland, Maine 04101, serves as Fund Accountant for the
Portfolios. Forum Accounting served as the Accountant for the predecessor
Norwest Funds. In order to ensure an orderly fund accounting transition to Forum
Accounting for all the Portfolios, Wells Fargo will continue to serve as the
Fund Accountant for the Portfolios mentioned above during a transition period.
It is anticipated that the transition period will last until February 1, 2000,
by which time Forum Accounting will be serving as the Fund Accountant for all of
the Portfolios.

If the conversion to Forum Accounting does not occur on or before February 1,
2000, Wells Fargo Bank will continue to serve as the Fund Accountant until the
conversion occurs, but not longer than one year from September 20, 1999, at
which time it is anticipated that Forum Accounting will serve as the Accountant
for the Portfolio. Wells Fargo Bank is entitled to receive the same fees as
Norwest Bank.

For their services as Accountant, Forum Accounting is entitled to receive a
monthly base fee per Portfolio ranging from $4,667 to $6,333 for Portfolios with
significant holdings of asset-backed securities. In addition, each Portfolio
pays a monthly fee of $1,000 per class. Forum Accounting is also entitled to
receive a fee equal to 0.0025% of the average annual daily net assets of each
Portfolio.

Counsel: Morrison & Foerster LLP serves as legal counsel to the Trust and
the Portfolios. Their address is 2000 Pennsylvania Avenue, N.W., Suite 5500,
Washington, D.C. 20006-1812.

ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.

The Trust has no obligation to deal with any dealer or group of dealers
in the execution of transactions in portfolio securities. Subject to policies
established by the Trust's Board of Trustees, Wells Fargo is responsible for
each Portfolio's investment decisions and the placing of portfolio transactions.
In placing orders, it is the policy of the Trust to obtain the best results
taking into account the dealer's general execution and operational facilities,
the type of transaction involved and other factors such as the dealer's risk in
positioning the securities involved. While Wells Fargo Bank generally seeks
reasonably competitive spreads or commissions, the Portfolios will not
necessarily be paying the lowest spread or commission available.

Purchases and sales of equity securities on a securities exchange are
effected through brokers who charge a negotiated commission for their services.
Orders may be directed to any broker including, to the extent and in the manner
permitted by applicable law, Stephens or Wells Fargo Securities Inc. In the
over-the-counter market, securities are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a stated commission,
although the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price that includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount.

Purchases and sales of non-equity securities usually will be principal
transactions. Portfolio securities normally will be purchased or sold from or to
dealers serving as market makers for the securities at a net price. Each of the
Portfolios also will purchase portfolio securities in underwritten offerings and
may purchase securities directly from the issuer. Generally, municipal
obligations and taxable money market securities are traded on a net basis and do
not involve brokerage commissions. The cost of executing a Portfolio's
securities transactions will consist primarily of dealer spreads and
underwriting commissions. Under the 1940 Act, persons affiliated with the Trust
are prohibited from dealing with the Trust as a principal in the purchase and
sale of securities unless an exemptive order allowing such transactions is
obtained form the SEC or an exemption is otherwise available. The Portfolio may
purchase securities form underwriting syndicates of which Stephens or Wells
Fargo is a member under certain conditions in accordance with the provision of a
rule adopted under the 1940 Act and in compliance with procedures adopted by the
Board of Trustees.

In placing orders for securities of a Portfolio, Wells Fargo is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that Wells Fargo will seek to execute each
transaction at a price and commission, if any, that provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. Commission
rates are established pursuant to negotiations with the broker based on the
quality and quantity of execution services provided by the broker in the light
of generally prevailing rates. The allocation of orders among brokers and the
commission rates paid are reviewed periodically by the Board of Trustees.

Wells Fargo, as the Investment Advisor of each of the Portfolios, may,
in circumstances in which two or more dealers are in a position to offer
comparable results for a Portfolio investment transaction, give preference to a
dealer that has provided statistical or other research services to Wells Fargo.
By allocating transactions in this manner, Wells Fargo is able to supplement its
research and analysis with the views and information of securities firms.
Information so received will be in addition to, and not in lieu of, the services
required to be performed by Wells Fargo under the Advisory Contracts, and the
expenses of Wells Fargo will not necessarily be reduced as a result of the
receipt of this supplemental research information. Furthermore, research
services furnished by dealers through which Wells Fargo places securities
transactions for a Portfolio may be used by Wells Fargo in servicing its other
accounts, and not all of these services may be used by Wells Fargo in connection
with advising the Portfolios.

Portfolio Turnover. The portfolio turnover rate is not a limiting
factor when Wells Fargo Bank deems portfolio changes appropriate. Changes may be
made in the portfolios consistent with the investment objectives and policies of
the Portfolios whenever such changes are believed to be in the best interests of
the Portfolios and their Interest holders. The portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of portfolio securities
by the average monthly value of the Portfolio's investment securities. For
purposes of this calculation, portfolio securities exclude all securities having
a maturity when purchased of one year or less. Portfolio turnover generally
involves some expenses to the Portfolios, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and the
reinvestment in other securities. Portfolio turnover also can generate
short-term capital gain tax consequences. Portfolio turnover rate is not a
limiting factor when Wells Fargo deems portfolio changes appropriate.

From time to time, Wells Fargo and Stephens may waive fees from the
Portfolio in whole or in part. Any such waiver will reduce expenses and,
accordingly, have a favorable impact on the Portfolio's performance.

ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.

DESCRIPTION OF INTERESTS

Under the Declaration of Trust, the Trustees are authorized to issue
Interests in one or more separate and distinct series. Investments in each
Portfolio have no preference, preemptive, conversion or similar rights and are
fully paid and nonassessable, except as set forth below. Each investor in a
Portfolio is entitled to a vote in proportion to the amount of its investment
therein. Investors in the Portfolios will all vote together in certain
circumstances (e.g., election of the Trustees and ratification of auditors, as
required by the 1940 Act and the rules thereunder). One or more Portfolios could
control the outcome of these votes. Investors do not have cumulative voting
rights, and investors holding more than 50% of the aggregate interests in the
Trust or in a Portfolio, as the case may be, may control the outcome of votes.
The Trust is not required and has no current intention to hold annual meetings
of investors, but the Trust will hold special meetings of investors when (1) a
majority of the Trustees determines to do so or (2) investors holding at least
10% of the interests in the Trust (or a Portfolio) request in writing a meeting
of investors in the Trust (or Portfolio). Except for certain matters
specifically described in the Declaration Trust, the Trustees may amend the
Trust's Declaration of Trust without the vote of Interest holders.

The Trust, with respect to a Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the Trust's Board. A Portfolio may be terminated (1) upon liquidation and
distribution of its assets, if approved by the vote of a majority of the
Portfolio's outstanding voting securities (as defined in the 1940 Act) or (2) by
the Trustees on written notice to the Portfolio's investors. Upon liquidation or
dissolution of any Portfolio, the investors therein would be entitled to share
pro rata in its net assets available for distribution to investors.

The Trust is organized as a business trust under the laws of the State
of Delaware. The Trust's Interest holders are not personally liable for the
obligations of the Trust under Delaware law. The Delaware Business Trust Act
provides that an Interest holder of a Delaware business trust shall be entitled
to the same limitation of liability extended to shareholders of private
corporations for profit. However, no similar statutory or other authority
limiting business trust Interest holder liability exists in many other states,
including Texas. As a result, to the extent that the Trust or an Interest holder
is subject to the jurisdiction of courts in those states, the courts may not
apply Delaware law, and may thereby subject the Trust to liability. To guard
against this risk, the Trust Instrument of the Trust disclaims liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation and instrument entered into by the Trust or
its Trustees, and provides for indemnification out of Trust property of any
Interest holder held personally liable for the obligations of the Trust. Thus,
the risk of an Interest holder incurring financial loss beyond his investment
because of shareholder liability is limited to circumstances in which (1) a
court refuses to apply Delaware law, (2) no contractual limitation of liability
is in effect, and (3) the Trust itself is unable to meet its obligations.

ITEM 18. PURCHASE, REDEMPTION, AND PRICING OF SHARES

Beneficial Interests in the Portfolios are issued by the Trust in
private placement transactions which do not involve a "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Portfolios may
only be made by investment companies or other entities which are "accredited
investors" within the meaning of Regulation D under the 1933 Act.

In addition to cash purchases of Interests, if accepted by the Trust,
investments in Beneficial Interests of a Portfolio may be made in exchange for
securities which are eligible for purchase by the Portfolio and consistent with
the Portfolio's investment objective and policies as described in Part A. In
connection with an in-kind securities payment, a Portfolio may require, among
other things, that the securities (i) be valued on the day of purchase in
accordance with the pricing methods used by the Portfolio; (ii) are accompanied
by satisfactory assurance that the Portfolio will have good and marketable title
to such securities received by it; (iii) are not subject to any restrictions
upon resale by the Portfolio; (iv) be in proper form for transfer to the
Portfolio; and (v) are accompanied by adequate information concerning the basis
and other tax matters relating to the securities. All dividends, interest,
subscription or other rights pertaining to such securities shall become the
property of the Portfolio engaged in the in-kind purchase transaction and must
be delivered to such Portfolio by the investor upon receipt from the issuer.
Securities acquired through an in-kind purchase will be acquired for investment
and not for immediate resale. Shares purchased in exchange for securities
generally cannot be redeemed until the transfer has settled.

In 1994, the Commission granted an exemptive order which permitted CT,
certain Norwest Advantage funds and other open-end management investment
companies or their separate series for which Norwest Bank Minnesota, N.A.
("Norwest") (or any person controlled by, controlling or under common control
with Norwest) acts as investment adviser to invest in the core portfolios of CT.
The original exemptive order, which imposed several substantive conditions upon
CT and Norwest Advantage funds, was amended effective August 6, 1996, to permit
any Norwest Advantage fund to invest all or a portion of its assets in a CT
portfolio, irrespective of investment style, and which removed certain
restrictions imposed on CT thereby permitting CT to accept investments from
persons other than Norwest Advantage funds. The exemptive order remains in
effect for the successor entities to these parties.

The Trust is required to redeem all full and fractional units of
Interests in the Trust. The redemption price is the net asset value per unit of
each Portfolio next determined after receipt by the Portfolio of a request for
redemption in proper form.

The Trustees may specify conditions, prices, and places of redemption,
and may specify binding requirements for the proper form or forms of requests
for redemption. Payment of the redemption price may be wholly or partly in
securities or other assets at the value of such securities or assets used in
such determination of Net Asset Value ("NAV"), or may be in cash. Upon
redemption, Interests shall not be cancelled and may be reissued from time to
time. The Trustees may require Interest holders to redeem Interest for any
reason under terms set by the Trustees, including the failure of a Interest
holder to supply a personal identification number if required to do so, or to
have the minimum investment required, or to pay when due for the purchase of
Interest issued to him. To the extent permitted by law, the Trustees may retain
the proceeds of any redemption of Interests required by them for payment of
amount due and owing by a Interest holder to the Trust or any Series or Class.
Notwithstanding the foregoing, the Trustees may postpone payment of the
redemption price and may suspend the right of the Interest holders to require
any Series or Class to redeem Interests during any period of time when and to
the extent permissible under the 1940 Act.

If the Trustees postpone payment of the redemption price and suspend
the right of Interest holders to redeem their Interests, such suspension shall
take effect at the time the Trustees shall specify, but not later than the close
of business on the business day next following the declaration of suspension.
Thereafter Interest holders shall have no right of redemption or payment until
the Trustees declare the end of the suspension. If the right of redemption is
suspended, an Interest holder may either withdraw his or her request for
redemption or receive payment based on the NAV per Interest next determined
after the suspension-terminates.

If the Trustees shall determine that direct or indirect ownership of
Interests of any Portfolio has become concentrated in any person to an extent
that would disqualify any Portfolio as a regulated investment company under the
Internal Revenue Code, then the Trustees shall have the power (but not the
obligation) by lot or other means they deem equitable to (a) call for redemption
by any such person of a number, or a principal amount, of Interests sufficient
to maintain or bring the direct or indirect ownership of Interests into
conformity with the requirements for such qualification, and (b) refuse to
transfer or issue shares to any person whose acquisition of Interests in
question would, in the Trustee's judgment, result in such disqualification. Any
such redemption shall be effected at the redemption price and in the manner
described above. Interest holders shall upon demand disclose to the Trustees in
writing such information concerning direct and indirect ownership of Interests
as the Trustees deem necessary to comply with the requirements of any taxing
authority.

DETERMINATION OF NET ASSET VALUE

NAV is determined as of the close of regular trading (currently 1:00
p.m. Pacific time/3:00 p.m. Central time) on each day the New York Stock
Exchange ("NYSE") is open for business. Expenses and fees, including Advisory
fees, are accrued daily and are taken into account for the purpose of
determining the NAV of the Portfolios' Interests.

Securities of a Portfolio for which market quotations are available are
valued at latest prices. Any security for which the primary market is an
exchange is valued at the last sale price on such exchange on the day of
valuation or, if there was no sale on such day, the latest bid price quoted on
such day. If the values reported on a foreign exchange are materially affected
by events occurring after the close of the foreign exchange, assets may be
valued by a method that the Board of Trustees believes accurately reflects fair
value. In the case of other securities, including U.S. Government Securities but
excluding money market instruments maturing in 60 days or less, the valuations
are based on latest quoted bid prices. Money market instruments and debt
securities maturing in 60 days or less are valued at amortized cost. The assets
of a Portfolio , other than money market instruments or debt securities maturing
in 60 days or less, are valued at latest quoted bid prices. Futures contracts
will be marked to market daily at their respective settlement prices determined
by the relevant exchange. Prices may be furnished by a reputable independent
pricing service approved by the Trust's Board of Trustees. Prices provided by an
independent pricing service may be determined without exclusive reliance on
quoted prices and may take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data. All other securities and other assets of a Portfolio for which current
market quotations are not readily available are valued at fair value as
determined in good faith by the Trust's Board of Trustees and in accordance with
procedures adopted by the Trustees.

ITEM 19. TAXATION.

The Trust is organized as a business trust under Delaware law. Under
the Trust's current classification for federal income tax purposes, it is
intended that each Portfolio will be treated as a non-publicly traded
partnership for such purposes and, therefore such Portfolio will not be subject
to any federal income tax. However, each investor in a Portfolio will be taxable
on its share (as determined in accordance with the governing instruments of the
Trust) of such Portfolio's income and gains in determining its federal income
tax liability. The determination of such share will be made in accordance with
the Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.

The Trust's taxable year-end is the last day of May. Although the Trust
will not be subject to federal income tax, it will file appropriate federal
income tax returns.

It is intended that each Portfolio's assets, income and distributions
will be managed in such a way that an entity electing and qualifying as a
"regulated investment company" under the Code can continue to so qualify by
investing substantially all of its assets through a Portfolio, provided that the
regulated investment company meets other requirements for such qualification not
within the control of the Portfolio (e.g., distributing at least 90% of the
regulated investment company's "investment company taxable income" annually).

ITEM 20. UNDERWRITERS.

Stephens Inc. (the "Distributor") is the exclusive distributor for the
Interests in the Portfolios. Pursuant to a distribution agreement (the
"Distribution Agreement"), the Distributor, as agent, sells Interests in the
Portfolios on a continuous basis and transmits purchase and redemption orders
that it receives to the Trust.

The Distribution Agreement will continue year to year as long as such
continuance is approved at least annually in accordance with the 1940 Act and
the rules thereunder. This agreement shall terminate automatically in the event
of its assignment (as defined in the 1940 Act). This agreement may, in any
event, be terminated at any time, without the payment of any penalty, by the
Trust upon 60 days' written notice to the Placement Agent or by the Placement
Agent at any time after the second anniversary of the effective date of this
agreement on 60 days' written notice to the Trust.

ITEM 21. CALCULATION OF PERFORMANCE DATA.

Not applicable.

ITEM 22. FINANCIAL STATEMENTS.

KPMG LLP has been selected as the independent auditors for the Trust.
KPMG LLP provides audit services, tax return preparation and assistance and
consultation in connection with review of certain SEC filings. KPMG LLP's
address is Three Embarcadero Center, San Francisco, California 94111.

The annual report, including the independent auditors' report for the
fiscal year ended May 31, 1999 which includes the financial statements for the
portfolios of the predecessor Core Trust (Delaware), is incorporated by
reference.

<PAGE>

A-6
95
A-1
95
SCHEDULE A

DESCRIPTION OF RATINGS

The following summarizes the highest six ratings used by Standard &
Poor's Corporation ("S&P") for corporate and municipal bonds. The first four
ratings denote investment-grade securities.

AAA - This is the highest rating assigned by S&P to a debt
obligation and indicates an extremely strong capacity to pay interest
and repay principal.

AA - Debt rated AA is considered to have a very strong capacity to
pay interest and repay principal and differs from AAA issues only in a
small degree.

A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher-rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than for those
in higher-rated categories.

BB, B - Bonds rated BB and B are regarded, on balance as
predominantly speculative with respect to capacity to pay interest and
repay principal in accordance with the terms of the obligation. Debt
rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to inadequate capacity to meet timely interest and principal
payments. Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions will
likely impair capacity or willingness to pay interest and repay
principal.

To provide more detailed indications of credit quality, the AA, A and
BBB, BB and B ratings may be modified by the addition of a plus or minus sign to
show relative standing within these major rating categories.

The following summarizes the highest six ratings used by Moody's
Investors Service, Inc. ("Moody's") for corporate and municipal bonds. The first
four denote investment grade securities.

Aaa - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as can
be visualized are most unlikely to impair the Fundamentally strong
position of such issues.

Aa - Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term
risks appear somewhat larger than in Aaa securities.

A - Bonds that are rated A possess many favorable investment
attributes and are to be considered upper medium grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa - Bonds that are rated Baa are considered medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba - Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not as well safeguarded during both good times and bad times over
the future. Uncertainty of position characterizes bonds in this class.

B - Bond that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

Moody's applies numerical modifiers (1, 2 and 3) with respect to
corporate bonds rated Aa through B. The modifier 1 indicates that the bond being
rated ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks
in the lower end of its generic rating category. With regard to municipal bonds,
those bonds in the Aa, A and Baa groups which Moody's believes possess the
strongest investment attributes are designated by the symbols Aal, A1 or Baal,
respectively.

The following summarizes the highest four ratings used by Duff & Phelps
Credit Rating Co. ("D&P") for bonds, each of which denotes that the securities
are investment grade.

AAA - Bonds that are rated AAA are of the highest credit quality.
The risk factors are considered to be negligible, being only slightly more
than for risk-free U.S. Treasury debt.

AA - Bonds that are rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions.

A - Bonds that are rated A have protection factors which are
average but adequate. However risk factors are more variable and greater
in periods of economic stress.

BBB - Bonds that are rated BBB have below average protection
factors but still are considered sufficient for prudent investment.
Considerable variability in risk exists during economic cycles.

To provide more detailed indications of credit quality, the AA, A and
BBB ratings may modified by the addition of a plus or minus sign to show
relative standing within these major categories.

The following summarizes the highest four ratings used by Fitch
Investors Service, Inc. ("Fitch") for bonds, each of which denotes that the
securities are investment grade:

AAA - Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.

AA - Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.

A - Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.

BBB - Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
bonds with higher ratings.

To provide more detailed indications of credit quality, the AA, A and
BBB ratings may be modified by the addition of a plus or minus sign to show
relative standing within these major rating categories.

The following summarizes the two highest ratings used by Moody's for
short-term municipal notes and variable-rate demand obligations:

MIG-1/VMIG-1 -- Obligations bearing these designations are of the best
quality, enjoying strong protection from established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.

MIG-2/VMIG-2 -- Obligations bearing these designations are of high
quality, with ample margins of protection although not so large as in the
preceding group.

The following summarizes the two highest ratings used by S&P for
short-term municipal notes:

SP-1 - Indicates very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety characteristics
are given a "plus" (+) designation.

SP-2 - Indicates satisfactory capacity to pay principal and interest.

The three highest rating categories of D&P for short-term debt, each of
which denotes that the securities are investment grade, are D-1, D-2, and D-3.
D&P employs three designations, D-1+, D-1 and D-1-, within the highest rating
category. D-1+ indicates highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or access to alternative
sources of Master Portfolios, is judged to be "outstanding, and safety is just
below risk-free U.S. Treasury short-term obligations." D-1 indicates very high
certainty of timely payment. Liquidity factors are excellent and supported by
good Fundamental protection factors. Risk factors are considered to be minor.
D-1 indicates high certainty of timely payment. Liquidity factors are strong and
supported by good Fundamental protection factors. Risk factors are very small.
D-2 indicates good certainty of timely payment. Liquidity factors and company
Fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small. D-3 indicates satisfactory liquidity and other protection factors which
qualify the issue as investment grade. Risk factors are larger and subject to
more variation. Nevertheless, timely payment is expected.

The following summarizes the two highest rating categories used by
Fitch for short-term obligations each of which denotes that the securities are
investment grade:

F-1+ securities possess exceptionally strong credit quality. Issues
assigned this rating are regarded as having the strongest degree of assurance
for timely payment.

F-1 securities possess very strong credit quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less in degree than
issues rated F-1+.

F-2 securities possess good credit quality. Issues carrying this rating
have a satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as for issues assigned the F-1+ and F-1 ratings.

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of senior short-term
promissory obligations. Issuers rated Prime-2 (or related supporting
institutions) are considered to have a strong capacity for repayment of senior
short-term promissory obligations. This will normally be evidenced by many of
the characteristics of issuers rated Prime-1, but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

For commercial paper, D&P uses the short-term debt ratings described
above.

For commercial paper, Fitch uses the short-term debt ratings described
above.

Thomson BankWatch, Inc. ("BankWatch") ratings are based upon a
qualitative and quantitative analysis of all segments of the organization
including, where applicable, holding company and operating subsidiaries.
BankWatch ratings do not constitute a recommendation to buy or sell securities
of any of these companies. Further, BankWatch does not suggest specific
investment criteria for individual clients.

BankWatch long-term ratings apply to specific issues of long-term debt
and preferred stock. The long-term ratings specifically assess the likelihood of
untimely payment of principal or interest over the term to maturity of the rated
instrument. The following are the four investment grade ratings used by
BankWatch for long-term debt:

AAA - The highest category; indicates ability to repay principal
and interest on a timely basis is extremely high.

AA - The second highest category; indicates a very strong ability
to repay principal and interest on a timely basis with limited incremental
risk versus issues rated in the highest category.

A - The third highest category; indicates the ability to repay
principal and interest is strong. Issues rated "A" could be more
vulnerable to adverse developments (both internal and external) than
obligations with higher ratings.

BBB - The lowest investment grade category; indicates an acceptable
capacity to repay principal and interest. Issues rated "BBB" are, however,
more vulnerable to adverse developments (both internal and external) than
obligations with higher ratings.

Long-term debt ratings may include a plus (+) or minus (-) sign to
indicate where within a category the issue is placed.

The BankWatch short-term ratings apply to commercial paper, other
senior short-term obligations and deposit obligations of the entities to which
the rating has been assigned. The BankWatch short-term ratings specifically
assess the likelihood of an untimely payment of principal or interest.

TBW-1 The highest category; indicates a very high
likelihood that principal and interest will be paid
on a timely basis.

TBW-2 The second highest category; while the degree of
safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is
not as high as for issues rated "TBW-1".

TBW-3 The lowest investment grade category; indicates that
while more susceptible to adverse developments (both
internal and external) than obligations with higher
ratings, capacity to service principal and interest
in a timely fashion is considered adequate.

TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

The following summarizes the four highest long-term debt ratings used
by IBCA Limited and its affiliate, IBCA Inc. (collectively "IBCA"):

AAA - Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal and
interest is substantial such that adverse changes in business, economic
or financial conditions are unlikely to increase investment risk
significantly.

AA - Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal and
interest is substantial. Adverse changes in business, economic or
financial conditions may increase investment risk albeit not very
significantly.

A - Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest is
strong, although adverse changes in business, economic or financial
conditions may lead to increased investment risk.

BBB - Obligations for which there is currently a low expectation of
investment risk. Capacity for timely repayment of principal and
interest is adequate, although adverse changes in business, economic or
financial conditions are more likely to lead to increased investment
risk than for obligations in other categories.

A plus or minus sign may be appended to a rating below AAA to denote
relative status within major rating categories.

The following summarizes the two highest short-term debt ratings used by
IBCA:

A1+ When issues possess a particularly strong credit feature, a
rating of A1+ is assigned.

A1 - Obligations supported by the highest capacity for timely
repayment.

A2 - Obligations supported by a good capacity for timely repayment.

<PAGE>

WELLS FARGO CORE TRUST
File No. 811-________

PART C
OTHER INFORMATION

Item 23. Exhibits.
<TABLE>
<S> <C> <C>

Exhibit
Number Description

(a) - Amended and Restated Declaration of Trust, incorporated by reference to the Registration Statement
on Form N-1A, filed November 8, 1999.

(b) - Not applicable.

(d)(1) - Investment Advisory Contract with Wells Fargo Bank, N.A., incorporated by reference to the
Registration Statement on Form N-1A, filed November 8, 1999.

(2)(i) - Sub-Advisory Contract with Wells Capital Management, Inc., incorporated by reference to the
Registration Statement on Form N-1A, filed November 8, 1999.

(ii) - Sub-Advisory Contract with Galliard Capital Management, Inc., incorporated by reference to the
Registration Statement on Form N-1A, filed November 8, 1999.

(iii) - Sub-Advisory Contract with Schroder
Investment Management, Inc., incorporated by
reference to the Registration Statement on Form
N-1A, filed November 8, 1999.

(iv) - Sub-Advisory Contract with Smith Asset Management, L.P., incorporated by reference to the
Registration Statement on Form N-1A, filed November 8, 1999.

(v) - Sub-Advisory Contract with Peregrine Capital Management, Inc., incorporated by reference to the
Registration Statement on Form N-1A, filed November 8, 1999.

(e) - Not applicable pursuant to General Instruction (B)(2)(b).

(f) - Not applicable.

(g) - Custody Agreement with Norwest Bank Minnesota, N.A., incorporated by reference to the Registration
Statement on Form N-1A, filed November 8, 1999.

(h)(1) - Administration Agreement with Wells Fargo Bank, N.A., incorporated by reference to the Registration
Statement on Form N-1A, filed November 8, 1999.

(2) - Placement Agency Agreement with Stephens, Inc., incorporated by reference to the Registration
Statement on Form N-1A, filed November 8, 1999.

(3) - Fund Accounting Agreement with Forum Accounting Services, LLC, incorporated by reference to the
Registration Statement on Form N-1A, filed November 8, 1999.

(i) - Not applicable, pursuant to General Instruction (B)(2)(b).

(j) - Consent of Independent Auditors, filed herewith.

(k) - Not applicable, pursuant to General Instruction (B)(2)(b).

(l) - Not applicable.

(m) - Not applicable.

(n) - Not applicable.

(o) - Rule18f-3 Plan, incorporated by reference to the Registration Statement on Form N-1A, filed
November 8, 1999.
</TABLE>

<PAGE>

Item 24. Persons Controlled by or Under Common Control with the Fund.

No person is controlled by or under common control with
Registrant.

Item 25. Indemnification.

Article IX of the Registrant's Declaration of Trust limits the
liability and, in certain instances, provides for mandatory indemnification of
the Registrant's trustees, officers, employees, agents and holders of beneficial
interests in the Trust and its Portfolios.

Item 26. Business and Other Connections of Investment Adviser.

(a) Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned
subsidiary of Wells Fargo & Company, serves as investment adviser to all of the
Registrant's investment portfolios, and to certain other registered open-end
management investment companies. Wells Fargo Bank's business is that of a
national banking association with respect to which it conducts a variety of
commercial banking and trust activities.

To the knowledge of Registrant, none of the directors or
executive officers of Wells Fargo Bank, except those set forth below, is or has
been at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
executive officers also hold various positions with and engage in business for
Wells Fargo & Company. Set forth below are the names and principal businesses of
the directors and executive officers of Wells Fargo Bank who are or during the
past two fiscal years have been engaged in any other business, profession,
vocation or employment of a substantial nature for their own account or in the
capacity of director, officer, employee, partner or trustee. All the directors
of Wells Fargo Bank also serve as directors of Wells Fargo & Company.
<TABLE>
<S> <C>

Name and Position Principal Business(es) and Address(es)
at Wells Fargo Bank During at Least the Last Two Fiscal Years

H. Jesse Arnelle Senior Partner of Arnelle, Hastie, McKee, Willis & Greene
Director 455 Market Street
San Francisco, CA 94105

Director of FPL Group, Inc.
700 Universe Blvd.
P.O. Box 14000
North Palm Beach, FL 33408

Michael R. Bowlin Officer and President of Atlantic Richfield Co. (ARCO)
Highway 150
Santa Paula, CA 93060

Edward Carson Chairman of the Board and Chief Executive Officer of
First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071

Director of Aztar Corporation
2390 East Camelback Road Suite 400
Phoenix, AZ 85016

Director of Castle & Cook, Inc.
10900 Wilshire Blvd.
Los Angeles, CA 90024

William S. Davila President and Director of The Vons Companies, Inc.
Director 618 Michillinda Avenue
Arcadia, CA 91007

Officer of Western Association of Food Chains
825 Colorado Blvd. #203
Los Angeles, CA 90041

Rayburn S. Dezember Director of CalMat Co.
Director 3200 San Fernando Road
Los Angeles, CA 90065

Director of Tejon Ranch Co.
P.O. Box 1000
Lebec, CA 93243

Director of Turner Casting Corp.
P.O. Box 1099
Cudahy, CA 90201

Director of The Bakersfield Californian
P.O. Box 440
1707 I Street
Bakersfield, CA 93302

Director of Kern County Economic Development Corp.
P.O. Box 1229
2700 M Street, Suite 225
Bakersfield, CA 93301

Chairman of the Board of Trustees of Whittier College
13406 East Philadelphia Avenue
P.O. Box 634
Whittier, CA 90608

Paul Hazen Chairman of the Board of Directors
Chairman of the and Chief Executive Officer of
Board of Directors Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94105

Director of Pacific Telesis Group
130 Kearny Street
San Francisco, CA 94108

Director of Phelps Dodge Corp.
2600 North Central Avenue
Phoenix, AZ 85004

Director of Safeway Inc.
Fourth and Jackson Streets
Oakland, CA 94660

Robert K. Jaedicke Accounting Professor and Dean Emeritus of
Director Graduate School of Business, Stanford University
Stanford, CA 94305

Director of Homestake Mining Co.
650 California Street
San Francisco, CA 94108

Director of California Water Service Company
1720 North First Street
San Jose, CA 95112

Director of Boise Cascade Corp.
1111 West Jefferson Street
P.O. Box 50
Boise, ID 83728

Director of Enron Corp.
1400 Smith Street
Houston, TX 77002
Director of GenCorp, Inc.
175 Ghent Road
Fairlawn, OH 44333

Thomas L. Lee Chairman and Chief Executive Officer
of The Newhall Land and Farming Company
10302 Avenue 7 1-2
Firebaugh, CA 93622

Director of Calmat Co.
501 El Charro Rod
Pleasanton, CA 94588

Director of the Los Angeles Area Chamber of Commerce

Director of First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071

Ellen M. Newman President of Ellen Newman Associates
Director 323 Geary Street, Suite 507
San Francisco, CA 94102

Chair of Board of Trustees of
University of California at San
Francisco Foundation
250 Executive Park Blvd., Suite 2000
San Francisco, CA 94143

Director of American Conservatory Theater
30 Grant Avenue
San Francisco, CA 94108

Director of California Chamber of Commerce
1201 K Street, 12th Floor
Sacramento, CA 95814

Philip J. Quigley Chairman, Chief Executive Officer and
Director Director of Pacific Telesis Group
130 Kearney Street, Rm. 3700
San Francisco, CA 94108

Director of Varian Associates
3050 Hansen Way
P.O. Box 10800
Palo Alto, CA 94303

Carl E. Reichardt Director of Ford Motor Company
Director The American Road
Dearborn, MI 48121

Director of Hospital Corporation of America,
HCA-Hospital Corp. of America
One Park Plaza
Nashville, TN 37203

Director of Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA 94105

Director of Newhall Management Corporation
23823 Valencia Blvd.
Valencia, CA 91355

Donald B. Rice President, Chief Operating Officer and Director of
Director Teledyne, Inc.
2049 Century Park East
Los Angeles, CA 90067

Director of Vulcan Materials Company
One Metroplex Drive
Birmingham, AL 35209

Retired Secretary of the Air Force

Richard J. Stegemeier Chairman (Emeritus) of Unocal Corp
44141 Yucca Avenue
Lancaster, CA 93534

Director of Foundation Health Corporation
166 4th
Fort Irwin, CA 92310

Director of Halliburton Company
3600 Lincoln Plaza
500 North Alcard Street
Dallas, TX 75201

Director of Northrop Grumman corp.
1840 Century Park East
Los Angeles, CA 90067

Director of Outboard Marine Corporation
100 Seahorse Drive
Waukegan, IL 60085

Director of Pacific Enterprises
555 West Fifth Street Suite 2900
Los Angeles, CA 90031

Director of First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071

Susan G. Swenson President and Chief Executive Officer of Cellular One
Director 651 Gateway Blvd.
San Francisco, CA 94080

David M. Tellep Chairman of the Board of Directors and
Chief Executive Officer of Lockheed Martin Corp.
6801 Rockledge Drive
Bethesda, MD 20817

Director of Edison International and
Southern California Edison Company
2244 Walnut Grove Ave.
Rosemead, CA 91770

Director of First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071

Chang-Lin Tien Chancellor of University of California at Berkeley
Director UC at Berkeley
Berkeley, CA 94720

John A. Young President, Director and Chief Executive Officer of
Director Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304

Director of Chevron Corporation
225 Bush Street
San Francisco, CA 94104

William F. Zuendt President and Chief Operating Officer of
President Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94105

Director of 3Com Corp.
5400 Bayfront Plaza
P.O. Box 58145
Santa Clara, CA 95052

Director of MasterCard International
888 Seventh Avenue
New York, NY 10106

Trustee of Golden Gate University
536 Mission Street
San Francisco, CA 94163
</TABLE>

(b) Schroder Investment Management North America Inc.

The description of Schroder Investment Management North America
Inc. ("SIMNA") in Parts A and B of the Registration Statement are incorporated
by reference herein. The following are the directors and principal officers of
SIMNA, including their business connections of a substantial nature. The address
of each company listed, unless otherwise noted, is 787 Seventh Avenue, 34th
Floor, New York, NY 10019. Schroder Capital Management International Limited
("Schroder Ltd.") is a United Kingdom affiliate of SIMNA which provides
investment management services to international clients located principally in
the United States. Schroder Ltd. and Schroders p.l.c. are located at 31 Gresham
St., London ECZV 7QA, United Kingdom.

Principal Business(es)
Name and Position During at Least the Last Two Fiscal Years

David M. Salisbury SIMNA
Chairman, Director Schroder Ltd.
Chief Executive, Director Schroders plc.
Director Schroders Series Trust II
Trustee and Officer

Richard R. Foulkes SIMNA
Deputy Chairman, Director Schroder Ltd.
Deputy Chairman Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services

John A. Troiano SIMNA
Chief Executive, Director Schroder Ltd.
Chief Executive, Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services

Sharon L. Haugh SIMNA
Executive Vice President, Director Schroder Fund Advisors Inc.
Director, Chairman Schroder Ltd.
Director Schroder Capital Management Inc.
Chairman, Director Certain open end management investment companies for which
Trustee SIMNA and/or its affiliates provide investment services

Gavin D.L. Ralston
Senior Vice President, Managing SIMNA
Director
Director Schroder Ltd.

Mark J. Smith SIMNA
Senior Vice President, Director Schroder Ltd.
Senior Vice President, Director Schroder Fund Advisors Inc.
Director Certain open end management investment companies for which
Trustee and Officer SIMNA and/or its affiliates provide investment services

Robert G. Davy SIMNA
Senior Vice President, Director Schroder Ltd.
Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services

Jane P. Lucas SIMNA
Senior Vice President, Director Schroder Fund Advisors Inc.
Director Schroder Capital Management Inc.
Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services

David R. Robertson
Group Vice President SIMNA
Senior Vice President Schroder Fund Advisors Inc.
Director of Institutional Business Oppenheimer Funds Inc.
(resigned 2/98)

Michael M. Perelstein
Senior Vice President, Director SIMNA
Senior Vice President, Director Schroder Ltd.

Louise Croset
First Vice President, Director SIMNA
First Vice President Schroder Ltd.
Trustee and Officer Schroder Series Trust II

Ellen B. Sullivan
Group Vice President, Director SIMNA
Director Schroder Capital Management Inc.

Catherine A. Mazza
Group Vice President SIMNA
President, Director Schroder Fund Advisors
Director Schroder Capital Management Inc.
Trustee and Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services

Heather Crighton
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.

Fariba Talebi
Group Vice President SIMNA
Director Schroder Capital Management Inc.
Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services

Ira Unschuld
Group Vice President SIMNA
Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services

Paul M. Morris
Senior Vice President SIMNA
Director Schroder Capital Management Inc.

Susan B. Kenneally
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.

Jennifer A. Bonathan
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
</TABLE>

The descriptions of Wells Capital Management ("WCM") in Parts A and B
of this Registration Statement are incorporated by reference herein. The
following are the directors and principal executive officers of WCM, including
their business connections, which are of a substantial nature. The address of
WCM is 525 Market Street, San Francisco, California 94105 and, unless otherwise
indicated below, that address is the principal business address of any company
with which the directors and principal executive officers are connected.
<TABLE>
<S> <C>

Principal Business(es)
at Least the Last
Name Position Two Fiscal Years

Allen J. Ayvazian Chief Equity Officer WCM

Robert Willis President and Chief Investment WCM
Officer

Brigid Breen Chief Compliance Officer WCM

Jose Casas Chief Operating Officer WCM

Larry Fernandes Principal WCM

Jacqueline Anne Flippin Principal WCM
Vice President and Investment McMorgan & Company
Portfolio Manager (until 1/98)

Stephen Galiani Senior Principal Director WCM
Qualivest Capital Management, Inc.
(until 5/97)

Madeleine Gish Senior Principal WCM

Kelli Ann Lee Managing Director WCM
Group Human Resource Manager Wells Fargo Bank, N.A.
(until 11/97)
Melvin Lindsey Managing Director WCM

Clark Messman Chief Legal Officer WCM

Brian Mulligan Managing Director WCM

Thomas O'Malley Managing Director WCM

Clyde Ostler Director WCM

Guy Rounsaville Director WCM

Katherine Schapiro Senior Principal WCM

Gary Schlossbertg Economist WCM
</TABLE>

(d) Peregrine Capital Management, Inc.

The descriptions of Peregrine Capital Management, Inc. ("Peregrine") in
Parts A and B of the Registration Statement, are incorporated by reference
herein. The following are the directors and principal executive officers of
Peregrine, including their business connections which are of a substantial
nature. The address of Peregrine is LaSalle Plaza, 800 LaSalle Avenue, Suite
1850, Minneapolis, Minnesota 55402 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>

Principal Business(es)
at Least the Last
Name Position Two Fiscal Years

James R. Campbell Director Peregrine Capital Management, Inc.
Sixth and Marquette Ave.
Minneapolis, MN 55479-0116 Norwest Bank
President, Chief Officer, Director

Patricia D. Burns Senior Vice President Peregrine Capital Management, Inc.

Tasso H. Coin Senior Vice President Peregrine Capital Management, Inc.

John S. Dale Senior Vice President Peregrine Capital Management, Inc.

Julie M. Gerend Senior Vice President Peregrine Capital Management, Inc.

William D. Giese Senior Vice President Peregrine Capital Management, Inc.

Daniel J. Hagen Senior Vice President Peregrine Capital Management, Inc.

Ronald G. Hoffman Senior Vice President Peregrine Capital Management, Inc.
Secretary
Frank T. Matthews Vice President Peregrine Capital Management, Inc.

Jeannine McCormick Senior Vice President Peregrine Capital Management, Inc.

Barbara K. McFadden Senior Vice President Peregrine Capital Management, Inc.

Robert B. Mersky Chairman, President, Chief Peregrine Capital Management, Inc.
Executive Officer
Gary E. Nussbaum Senior Vice President Peregrine Capital Management, Inc.

James P. Rosse Vice President Peregrine Capital Management, Inc.

Jonathan L. Scharlau Assistant Vice President Peregrine Capital Management, Inc.

Jay H. Strohmaier Senior Vice President Peregrine Capital Management, Inc.

Paul E. von Kuster Senior Vice President Peregrine Capital Management, Inc.

Janelle M. Walter Assistant Vice President Peregrine Capital Management, Inc.

Paul R. Wurm Senior Vice President Peregrine Capital Management, Inc.

J. Daniel Vendermark Vice President Peregrine Capital Management, Inc.
Sixth and Marquette Avenue
Minneapolis, MN 55479-1013

Albert J. Edwards Senior Vice President Peregrine Capital Management, Inc.

Douglas G. Pugh Senior Vice President Peregrine Capital Management, Inc.

Colin Sharp Vice President Peregrine Capital Management, Inc.

</TABLE>

(e) Galliard Capital Management, Inc.

The descriptions of Galliard Capital Management, Inc. ("Galliard") in
Parts A and B of the Registration Statement, are incorporated by reference
herein. The following are the directors and principal executive officers of
Galliard, including their business connections which are of a substantial
nature. The address of Galliard is LaSalle Plaza, Suite 2060, 800 LaSalle
Avenue, Minneapolis, Minnesota 55479 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>

Principal Business(es)
at Least the Last
Name Position Two Fiscal Years

P. Jay Kiedrowski Chairman Galliard Capital Management, Inc.
Sixth and Marquette Ave.
Minneapolis, MN 55479 Norwest Investment Management,
Chairman, Chief Executive Officer Inc.

Executive Vice President Norwest Bank Minnesota, N.A.
Employee
Crestone Capital Management, Inc.
Director
Richard Merriam Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager

John Caswell Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
Karl Tourville Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
Laura Gideon Senior Vice President of Marketing Galliard Capital Management, Inc.

Leela Scattum Vice President of Operations Galliard Capital Management, Inc.
</TABLE>

(f) Smith Asset Management, L.P.

The descriptions of Smith Asset Management, L.P. ("Smith") in Parts A
and B, of the Registration Statement, are incorporated by reference herein. The
following are the directors and principal executive officers of Smith, including
their business connections which are of a substantial nature. The address of
Smith is 300 Crescent Court, Suite 750, Dallas, Texas 75201 and, unless
otherwise indicated below, that address is the principal business address of any
company with which the directors and principal executive officers are connected.
<TABLE>
<S> <C> <C>

Principal Business(es)
at Least the Last
Name Position Two Fiscal Years

Stephen S. Smith President, Chief Executive Partner Smith Partner Discovery Management

Stephen J. Summers Chief Operating Officer Smith Partner Discovery Management
</TABLE>

Item 27. Principal Underwriters.

(a) Stephens Inc. ("Stephens"), distributor for the Registrant,
does not presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for MasterWorks Funds Inc.,
Stagecoach Funds, Inc. and Stagecoach Trust, Nations Fund, Inc., Nations Fund
Trust, Nations LifeGoal Funds, Inc. and Nations Reserves, and Wells Fargo
Variable Trust, Wells Fargo Funds Trust and Wells Fargo Core Trust and is the
exclusive placement agent for Master Investment Portfolio, all of which are
registered open-end management investment companies.

(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV and Schedules A
and D thereto, filed by Stephens with the Securities and Exchange Commission
pursuant to the Investment Advisors Act of 1940 (file No. 501-15510).

Item 28. Location of Accounts and Records.

(a) The Registrant maintains accounts, books and other documents
required by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.

(b) Wells Fargo Bank maintains all Records relating to its
services as investment adviser and administrator at 525 Market Street, San
Francisco, California 94105.

(c) Stephens maintains all Records relating to its services as
distributor at 111 Center Street, Little Rock, Arkansas 72201.

(d) Norwest Bank Minnesota, N.A. maintains all Records relating to
its services as custodian at 6th & Marquette, Minneapolis, Minnesota 55479-0040.

(e) Wells Capital Management Incorporated maintains all Records
relating to its services as investment sub-adviser at 525 Market Street, San
Francisco, California 94105.

(f) Peregrine Capital Management, Inc. maintains all Records
relating to its services as investment sub-adviser at 800 LaSalle Avenue,
Minneapolis, Minnesota 55479.

(g) Galliard Capital Management, Inc. ("Galliard") maintains all
Records relating to its services as investment sub-adviser at 800 LaSalle
Avenue, Suite 2060, Minneapolis, Minnesota 55479.

(h) Smith Asset Management Group, LP maintains all Records
relating to its services as investment sub-adviser at 500 Crescent Court, Suite
250, Dallas, Texas 75201.

(i) Schroder Investment Management, North America Inc. maintains
all Records relating to its services as investment sub-adviser at 787 Seventh
Avenue, New York, New York 10019.

<PAGE>

Item 29. Management Services.

Other than as set forth under the captions "Management,
Organization and Capital Structure" in Part A of this Registration Statement and
"Management of the Trust" in the Part B of this Registration Statement, the
Registrant is not a party to any management-related service contract.

Item 30. Undertakings.

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940,
the Registrant has duly caused this Amendment to its Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Little Rock, State of Arkansas on the 15th day of
November, 1999.

WELLS FARGO CORE TRUST

By /s/ Richard H. Blank, Jr.
(Richard H. Blank, Jr.)
Assistant Secretary

<PAGE>

Exhibit 23(j)

INDEPENDENT AUDITORS' CONSENT

The Board of Trustees and Interestholders
Wells Fargo Core Trust:

In connection with the registration statement for Wells Fargo Core Trust (file
#811-09689), we consent to the incorporation by reference of our report dated
July 16, 1999 for Core Trust (Delaware) and to the reference to our firm under
the heading "Financial Statements" in Part B of the registration statement.

/s/ KPMG
KPMG

San Francisco, California
November 11, 1999