N-14 1 dn14.htm FORM N-14 FOR WELLS FARGO FUNDS TRUST Form N-14 for Wells Fargo Funds Trust
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As filed with the Securities and Exchange Commission on April 1, 2008

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

  Pre-Effective Amendment No.   ¨
  Post-Effective Amendment No.        ¨

(Check appropriate box or boxes)

Exact Name of Registrant as Specified in Charter:

WELLS FARGO FUNDS TRUST

 

 

Area Code and Telephone Number: (800) 552-9612

Address of Principal Executive Offices, including Zip Code:

525 Market Street

San Francisco, California 94163

Name and Address of Agent for Service:

C. David Messman

c/o Wells Fargo Funds Management, LLC

525 Market Street, 12th Floor

San Francisco, California 94105

 

 

With copies to:

Marco E. Adelfio, Esq.

Morrison & Foerster LLP

2000 Pennsylvania Ave., N.W.

Suite 5500

Washington, D.C. 20006

 

 

It is proposed that this filing will become effective on May 6, 2008 pursuant to Rule 488.

 

 

No filing fee is required under the Securities Act of 1933 because an indefinite number of shares of beneficial interest in the Registrant has previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.

 

 

 


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LOGO

Important Proxy Information

Please take a moment to read.

The enclosed document is a proxy statement with proposals concerning certain Wells Fargo Advantage Funds®. As a shareholder of one or more of the Funds, you are being asked to approve a reorganization of your target Wells Fargo Advantage Fund into an acquiring Wells Fargo Advantage Fund. The following information highlights the principal aspects of the proposal, which is subject to a vote by the target Funds’ shareholders. We encourage you to fully read the enclosed proxy statement.

What am I being asked to vote on?

You are being asked to approve the reorganization of your target Wells Fargo Advantage Fund into an acquiring Wells Fargo Advantage Fund. The Wells Fargo Advantage Funds Board of Trustees (the Board) believes that these reorganizations will benefit shareholders, and it unanimously approved them.

In each reorganization, the target Fund will transfer all of its assets and liabilities to a corresponding acquiring Fund in exchange for shares of the same or a comparable class of the acquiring Fund. The reorganization is expected to be a tax-free exchange. Immediately after the closing of the reorganization, you will hold the shares of an acquiring Fund with a total dollar value equal to the total dollar value of the shares of the target Fund that you held before the closing. The target Funds and the acquiring Funds are listed in the table below:

 

WELLS FARGO ADVANTAGE FUNDS
TARGET FUND

  

WELLS FARGO ADVANTAGE FUNDS
ACQUIRING FUND

Balanced Fund

   Asset Allocation Fund

Corporate Bond Fund

   Income Plus Fund

High Yield Bond Fund

   High Income Fund

Intermediate Government Income Fund

   Government Securities Fund

National Limited-Term Tax-Free Fund

   Short-Term Municipal Bond Fund

National Tax-Free Fund

   Municipal Bond Fund

Overseas Fund

   International Equity Fund

Value Fund

   C&B Large Cap Value Fund

Why has the Board recommended that I vote in favor of the reorganization?

Among the factors the Board considered in recommending these reorganizations were the following:

 

   

The combined Funds will have potentially greater investment opportunities and market presence.

 

   

The reorganizations will eliminate duplicative expenses and can reduce associated operational costs.

 

   

The combined Funds are expected to have enhanced viability due to a larger asset base. A larger asset base can lead to lower expense ratios.

 

   

The acquiring Funds have better comparative total return than their corresponding target Funds over most measurement periods, and, in the view of Wells Fargo Funds Management, LLC, the Funds’ advisor, they have the potential for better performance opportunities going forward.

 

   

The investment objectives and principal investment strategies of the target and acquiring Funds are relatively compatible.

 

   

Shareholders will not bear the expenses incurred by each Fund in connection with the reorganizations.

 

   

The reorganizations are expected to be tax-free for federal income tax purposes.

Whom should I call with questions about the voting process?

If you have any questions about the proxy materials or the proposal, please call your investment professional, trust officer, or Wells Fargo Advantage Funds at 1-800-222-8222. If you have any questions about voting your proxy, you may call our proxy solicitor, The Altman Group, at 1-866-406-2287.


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IMPORTANT NOTICE: PLEASE COMPLETE THE ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE. FOR YOUR CONVENIENCE YOU MAY VOTE BY MAIL, BY CALLING THE TOLL- FREE TELEPHONE NUMBER PRINTED ON YOUR PROXY BALLOT, OR VIA THE INTERNET ACCORDING TO THE ENCLOSED VOTING INSTRUCTIONS.

WELLS FARGO FUNDS TRUST

525 MARKET STREET

SAN FRANCISCO, CALIFORNIA 94105

[May 6, 2008]

Dear Valued Shareholder:

I am pleased to invite you to a special meeting of shareholders of Wells Fargo Funds Trust’s Balanced Fund, Corporate Bond Fund, High Yield Bond Fund, Intermediate Government Income Fund, National Limited-Term Tax-Free Fund, National Tax-Free Fund, Overseas Fund and Value Fund, to be held at 525 Market Street, 12th Floor, San Francisco, California 94105 on June 30, 2008, at 3:00 p.m. (Pacific Time).

We are seeking your approval of a proposed reorganization of eight funds of Wells Fargo Funds Trust into eight other funds of Wells Fargo Funds Trust (the “Reorganization”). We refer to Wells Fargo Funds Trust as Wells Fargo Advantage Funds®. We refer to the eight funds that are proposed to be reorganized as the Target Funds, and we refer to the eight Funds into which the Target Funds will be reorganized as the Acquiring Funds. We refer to all of them together as the Funds.

The Reorganization arises out of a review by Wells Fargo Funds Management, LLC (“Funds Management”), investment adviser to the Funds, of the continued viability of various Funds of Wells Fargo Advantage Funds, and an evaluation of whether combining Funds with similar investment objectives, principal investments, principal investment strategies or portfolio securities would better serve shareholders. In each reorganization, a Target Fund will transfer all of its assets and liabilities to a corresponding Acquiring Fund in exchange for shares of the same or a comparable class (“Class”) of the corresponding Acquiring Fund in an expected tax-free exchange. The shares of each Acquiring Fund, in turn, will be distributed to the shareholders of each Target Fund in liquidation of the Target Funds. Immediately after the closing of the Reorganization (the “Closing”), each shareholder of each Target Fund will hold the shares of an Acquiring Fund with a total dollar value equal to the total dollar value of the shares of the Target Fund that the shareholder held before the Closing. The following table lists the Target Funds and the corresponding Acquiring Funds that are part of the Reorganization.

 

TARGET FUNDS

   ACQUIRING FUNDS

  Balanced Fund

   Asset Allocation Fund

  Corporate Bond Fund

   Income Plus Fund

  High Yield Bond Fund

   High Income Fund

  Intermediate Government Income Fund

   Government Securities Fund

  National Limited-Term Tax-Free Fund

   Short-Term Municipal Bond Fund

  National Tax-Free Fund

   Municipal Bond Fund

  Overseas Fund

   International Equity Fund

  Value Fund

   C&B Large Cap Value Fund

Some of the potential benefits of the proposed Reorganization are:

 

  * The combined Funds will have potentially greater investment opportunities and market presence.

 

  * The Reorganization will eliminate duplicative expenses and can reduce associated operational costs.

 

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  * The combined Funds should have enhanced viability due to a larger asset base. A larger asset base also can lead to lower expense ratios.

 

  * The Acquiring Funds have better or comparable comparative total return or yield performance than the Target Funds over most measurement periods and, in Funds Management’s view, better performance opportunities going forward.

 

  * The expected tax-free nature of the Reorganization for U.S. federal income tax purposes.

Funds Management has agreed to pay all expenses of each reorganization, so Fund shareholders will not bear these costs.

The overall responsibility for oversight of the Target Funds and Acquiring Funds rests with the Wells Fargo Advantage Funds’ Board of Trustees (the “Board”). The Board has unanimously approved each reorganization and believes that it is in the best interests of each Target Fund’s shareholders.

The Board of Trustees of Wells Fargo Advantage Funds unanimously recommends that you vote your proxy to approve the Reorganization.

Please read the enclosed proxy materials and consider the information provided. We encourage you to complete and mail your proxy ballot promptly. No postage is necessary if you mail it in the United States. Alternatively, you may vote by calling the toll-free number printed on your proxy ballot, or via the Internet according to the enclosed voting instructions. If you have any questions about the proxy materials, or the Reorganization, please call your trust officer, investment professional, or Wells Fargo Advantage Funds’ Investor Services at 1-800-222-8222. If you have any questions about voting your proxy you may call our proxy solicitor, The Altman Group, at 1-866-406-2287. Thank you for your participation in this important initiative. Your vote is important to us, no matter how many shares you own.

Very truly yours,

Karla M. Rabusch

President

Wells Fargo Funds Trust

 

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BALANCED FUND

CORPORATE BOND FUND

HIGH YIELD BOND FUND

INTERMEDIATE GOVERNMENT INCOME FUND

NATIONAL LIMITED-TERM TAX-FREE FUND

NATIONAL TAX-FREE FUND

OVERSEAS FUND

VALUE FUND

OF

WELLS FARGO FUNDS TRUST

525 MARKET STREET

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED FOR JUNE 30, 2008

This is the formal notice and agenda for the special shareholder meeting (the “Meeting”) of the shareholders of each of the Wells Fargo Advantage Funds listed above (the “Funds”). The Meeting will be held at 525 Market Street, 12th Floor, San Francisco, California 94105 on June 30, 2008, at 3:00 p.m. (Pacific Time). At the Meeting, shareholders will be asked to consider and act upon the proposal set forth below and transact such other business as may properly come before the Meeting. The table below lists the proposal on which shareholders will be asked to vote and identifies shareholders entitled to vote on the proposal.

 

PROPOSAL

  

SHAREHOLDERS ENTITLED TO VOTE

Approval of an Agreement and Plan of Reorganization (the “Reorganization Plan”), under which substantially all of the assets of each Target Fund will be transferred to an Acquiring Fund as listed below in exchange for shares of the same or a comparable Class of the corresponding Acquiring Fund having equal value, which will be distributed proportionately to the shareholders of the Target Fund.    Shareholders of each Target Fund with respect to the applicable reorganization shown below.

Target Fund

   Corresponding Acquiring Fund

Balanced Fund

   Asset Allocation Fund

Corporate Bond Fund

   Income Plus Fund

High Yield Bond Fund

   High Income Fund

Intermediate Government Income Fund

   Government Securities Fund

National Limited-Term Tax-Free Fund

   Short-Term Municipal Bond Fund

National Tax-Free Fund

   Municipal Bond Fund

Overseas Fund

   International Equity Fund

Value Fund

   C&B Large Cap Value Fund

Shareholders of all Funds may consider and vote upon such other business as may properly come before the Meeting or any adjournment(s).

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS

THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

Shareholders of record of each Target Fund as of the close of business on April 18, 2008 are entitled to vote at the Meeting or any adjournment(s) thereof. Whether or not you expect to attend the Meeting, please complete and return the enclosed proxy ballot.

 

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Please read the enclosed proxy materials and consider the information provided. We encourage you to complete and mail your proxy ballot promptly. No postage is necessary if you mail it in the United States. Alternatively, you may vote by calling the toll-free number printed on your proxy ballot, or via the Internet according to the enclosed voting instructions. If you have any questions about the proxy materials, or the Proposal, please call your trust officer, investment professional, or Wells Fargo Advantage Funds’ Investor Services at 1-800-222-8222. If you have any questions about voting your proxy you may call our proxy solicitor, The Altman Group, at 1-866-406-2287.

 

By Order of the Board of Trustees of Wells Fargo Funds

Trust

C. David Messman

Secretary

[May 6, 2008]

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU ARE ENTITLED TO VOTE.

 

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WELLS FARGO FUNDS TRUST

525 Market Street

San Francisco, California 94105

1-800-222-8222

COMBINED PROSPECTUS/PROXY STATEMENT

[May 6, 2008]

WHAT IS THIS DOCUMENT AND WHY ARE WE SENDING IT TO YOU?

This document is a combined prospectus and proxy statement, and we refer to it as the Prospectus/Proxy Statement. It contains the information that shareholders of the Target Funds listed in the Notice of Special Meeting of Shareholders should know before voting on the proposed Reorganization, and should be retained for future reference. It is the proxy statement of the Target Funds and also a prospectus for the Acquiring Funds.

HOW WILL THE REORGANIZATION WORK?

The Board has approved the reorganization of each Target Fund, which we refer to as the Reorganization. The Reorganization will involve three steps:

 

  * the transfer of substantially all of the assets and liabilities of the Target Fund to its corresponding Acquiring Fund in exchange for shares of the corresponding Acquiring Fund having equivalent value to the net assets transferred;

 

  * the pro rata distribution of the same or a comparable Class of shares of the Acquiring Fund to the shareholders of record of the Target Fund as of the effective date of the Reorganization in full redemption of all shares of the Target Fund; and

 

  * the liquidation and termination of the Target Funds.

As a result of the Reorganization, shareholders of each Target Fund will hold shares, generally of the same or a comparable Class of the corresponding Acquiring Fund, as described in this Prospectus/Proxy Statement. The total value of the Acquiring Fund shares that you receive in the Reorganization will be the same as the total value of the shares of the Target Fund that you held immediately before the Reorganization. If one of the Target Funds does not approve the Reorganization, that Fund will not participate in the Reorganization. In such a case, the Target Fund will continue its operations beyond the date of the Reorganization and the Wells Fargo Advantage Funds’ Board of Trustees will consider what further action is appropriate, including liquidating and terminating the Target Fund as a series of Wells Fargo Advantage Funds, or considering a different reorganization.

 

These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), nor has the SEC passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

IS ADDITIONAL INFORMATION ABOUT THE FUNDS AND REORGANIZATION PLAN AVAILABLE?

Yes, additional information about the Funds is available in the:

 

   

Prospectuses for the Target Funds;

 

   

Statements of Additional Information, or SAIs, for the Target Funds and the Acquiring Funds; and

 

   

Annual and Semi-Annual Reports to shareholders of the Target Funds and, as applicable, Acquiring Funds.

 

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All of these documents are on file with the SEC.

The prospectuses, SAIs, and Annual and Semi-Annual Reports of the Target Funds are incorporated by reference and are legally deemed to be part of this Prospectus/Proxy Statement. The SAI to this Prospectus/Proxy Statement, dated the same date as this Prospectus/Proxy Statement, also is incorporated by reference and is legally deemed to be part of this document. The prospectuses and the most recent Annual Report to shareholders of the Target Funds, containing audited financial statements for the most recent fiscal year, and the most recent Semi-Annual Report to shareholders of the Target Funds have been previously mailed to shareholders. The SAIs of the Acquiring Fund also are incorporated by reference and are legally deemed to be part of this Prospectus/Proxy Statement.

There also is a Reorganization Plan between the Target Funds and the Acquiring Funds that describes the technical details of how the Reorganization will be accomplished. The Reorganization Plan has been filed with the SEC as Exhibit G to this Prospectus/Proxy Statement.

Copies of these documents are available upon request without charge by writing to, calling or visiting our web site:

Wells Fargo Advantage Funds

P.O. Box 8266

Boston, MA 02266-8266

1-800-222-8222

www.wellsfargo.com/advantagefunds

You also may view or obtain these documents from the SEC:

 

In Person:    At the SEC’s Public Reference Room in Washington, D.C., and regional offices in New York City, at 233 Broadway, and in Chicago, at 175 West Jackson Boulevard, Suite 900 (duplicating fee required)
By Phone:   

1-800-SEC-0330

(duplicating fee required)

By Mail:   

Public Reference Section

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-0213

(duplicating fee required)

By Email:   

publicinfo@sec.gov

(duplicating fee required)

By Internet:   

www.sec.gov

(Information about the Target Funds and Acquiring Funds may be found under Wells Fargo Funds Trust)

OTHER IMPORTANT THINGS TO NOTE:

 

  * An investment in the Wells Fargo Advantage Funds is not a deposit of Wells Fargo Bank, N.A. (“Wells Fargo Bank”) or any other bank and is not insured or guaranteed by the FDIC or any other government agency.

 

  * You may lose money by investing in the Funds.

 

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TABLE OF CONTENTS

 

PROPOSAL: APPROVAL OF THE REORGANIZATION PLAN

   4

Overview

   4

Reasons for the Reorganization

   5

SUMMARY

   6

Comparison of Current Fees and Pro Forma Fees

   6

Comparison of Investment Objectives, Principal Investments and Principal Investment Strategies

   8

Common and Specific Risk Considerations

   17

Comparison of Performance

   22

Comparison of Shareholder Account Features and Services

   27

Compensation to Dealers and Shareholder Servicing Agents

   39

Comparison of Investment Advisory Fees

   40

Other Principal Service Providers

   44

Terms of the Reorganization

   45

Board Consideration of the Reorganization

   45

Material U.S. Federal Income Tax Consequences of the Reorganization

   49

Fees and Expenses of the Reorganization

   58

Existing and Pro Forma Capitalization

   58

INFORMATION ON VOTING

   63

OUTSTANDING SHARES

   65

INTEREST OF CERTAIN PERSONS IN THE TRANSACTION

   65

ANNUAL MEETING AND SHARHOLDER MEETINGS

   66

DISSENTERS’ RIGHTS

   66

EXHIBIT A — EXPENSE SUMMARIES OF THE TARGET FUNDS AND ACQUIRING FUNDS

   A-1

EXHIBIT B — COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENTS AND PRINCIPAL INVESTMENT STRATEGIES, SUB-ADVISERS AND PORTFOLIO MANAGERS OF THE TARGET FUNDS AND ACQUIRING FUNDS

   B-1

EXHIBIT C — COMPARISON OF RISKS

   C-1

EXHIBIT D — PORTFOLIO MANAGERS

   D-1

EXHIBIT E — PERFORMANCE/FINANCIAL HIGHLIGHTS OF CERTAIN ACQUIRING FUNDS

   E-1

EXHIBIT F — MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

   F-1

EXHIBIT G — FORM OF AGREEMENT AND PLAN OF REORGANIZATION

   G-1

 

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PROPOSAL: APPROVAL OF THE REORGANIZATION PLAN

The Board of Wells Fargo Advantage Funds called this special shareholder meeting to allow shareholders of each Target Fund to consider and vote on the reorganization of each Target Fund into a corresponding Acquiring Fund, as shown in the table below.

 

TARGET FUND

  

ACQUIRING FUND

Balanced Fund    Asset Allocation Fund

Investor Class

  

Class A

Corporate Bond Fund

Investor Class

Advisor Class

Institutional Class

  

Income Plus Fund

Investor Class (new class)*

Class A

Institutional Class (new class)*

High Yield Bond Fund

Class A

Class B

Class C

  

High Income Fund

Class A (formerly Advisor Class)*

Class B (new class)*

Class C (new class)*

Intermediate Government Income Fund

Class A

Class B

Class C

Administrator Class

  

Government Securities Fund

Class A (formerly Advisor Class)*

Class B (new class)*

Class C

Administrator Class

National Limited-Term Tax-Free Fund

Class A

Class B

Class C

Administrator Class

  

Short-Term Municipal Bond Fund

Class A (new class)*

Class A (new class)*

Class C

Class A (new class)*

National Tax-Free Fund

Class A

Class B

Class C

Administrator Class

  

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

Overseas Fund

Investor Class

Institutional Class

  

International Equity Fund

Investor Class (new class)*

Institutional Class

Value Fund

Class A

Class B

Class C

Investor Class

Administrator Class

  

C&B Large Cap Value Fund

Class A

Class B

Class C

Investor Class (formerly Class D)*

Administrator Class

 

* See “Overview” below for a discussion regarding new share classes and share class modifications.

Overview

On November 7, 2007, the Board unanimously voted to approve the Reorganization, subject to approval by shareholders of each Target Fund. In the Reorganization, each Target Fund will transfer its assets to its corresponding Acquiring Fund, which will acquire substantially all the assets and assume substantially all the liabilities of the Target Fund. Upon the transfer of assets and assumption of liabilities, the Acquiring Fund will issue shares to the corresponding Target Fund, which shares will be distributed to shareholders in liquidation of the Target Fund. Any shares you own of a Target Fund at the time of the Reorganization will be cancelled and

 

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you will receive shares in the same or a comparable Class of the corresponding Acquiring Fund having a value equal to the value of your shares of the Target Fund. The Reorganization is expected to be treated as a tax-free “reorganization” for U.S. federal income tax purposes, as discussed below under “Material U.S. Federal Income Tax Consequences of the Reorganization.” If approved by shareholders, the Reorganization is expected to occur in the third quarter of 2008.

Also on November 7, 2007, the Board unanimously voted to approve the creation of new share classes for certain of the Acquiring Funds in connection with the Reorganization as noted in the chart above. The new classes are expected to commence operations prior to or upon the closing of the Reorganization. In addition, the Board approved share class modifications whereby certain Acquiring Fund share classes will be renamed and modified to assume the features and attributes associated with a different share class as noted in the chart above. The share class modifications are expected to occur on or about June 20, 2008. Since the new share classes and share class modifications will be in effect at the time of the closing of the Reorganization, the new classes and share class modifications are described in this Prospectus/Proxy Statement as if they have already occurred.

Reasons for the Reorganization

The Reorganization arises out of Fund Management’s review of the continued viability of various funds of Wells Fargo Advantage Funds, and evaluation of whether combining Funds with similar investment objectives, principal investments, principal investment strategies or portfolio securities would better serve shareholders. The Board concluded that participation in the Reorganization is in the best interests of each Target Fund and its shareholders. In reaching that conclusion, the Board considered, among other things:

 

  1. The enhanced viability of the combined Funds due to larger asset size;

 

  2. The viability of the Target Funds absent approval of the Reorganization;

 

  3. The comparative performance of the Acquiring Funds into which the Target Funds will be reorganized;

 

  4. The anticipated effect of the Reorganization on per-share expense ratios, both before and after waivers, of the Target Funds;

 

  5. The expected treatment of the Reorganization as a tax-free “reorganization” for U.S. federal income tax purposes;

 

  6. The relative compatibility of the investment objectives and principal investment strategies of the Acquiring Funds with those of the Target Funds;

 

  7. The anticipated benefits of economies of scale for the Target Funds and enabling greater diversification of investments.

 

  8. The potential elimination of duplicative costs and spreading of certain costs across a larger asset base due to combining Funds with compatible investment objectives, principal investments and principal investment strategies; and

 

  9. The undertaking by Funds Management to pay all expenses in connection with the Reorganization so that shareholders of the Target Funds and Acquiring Funds will not bear these expenses.

The Board also concluded that the economic interests of the shareholders of the Target Funds and the Acquiring Funds would not be diluted as a result of the Reorganization because the number of Acquiring Fund shares to be issued to Target Fund shareholders will be calculated based on the respective net asset value of the Funds. For a more complete discussion of the factors considered by Wells Fargo Advantage Funds’ Board in approving the Reorganization, see the section entitled “Board Consideration of the Reorganization” in this Prospectus/Proxy Statement.

 

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SUMMARY

The following summary highlights differences between each Target Fund and its corresponding Acquiring Fund. This summary is not complete and does not contain all of the information that you should consider before voting on the Reorganization. For more complete information, please read this Prospectus/Proxy Statement.

Comparison of Current Fees and Pro Forma Fees

The following table shows current annual fund operating expense ratios for each Target Fund and Acquiring Fund, both before (total) and after (net) any contractual expense waivers and reimbursements, and the pro forma annual operating expense ratios for each Acquiring Fund, reflecting the anticipated effects, if any, of the Reorganization on both total and net operating expenses ratios. All expense ratios are shown as a percentage of each Fund’s daily net assets and are as of the Fund’s fiscal year end dates noted below:

 

Fund

   Date

Asset Allocation Fund, Balanced Fund, C&B Large Cap Value Fund, International Equity Fund, Overseas Fund

   September 30, 2007

Corporate Bond Fund, Government Securities Fund, High Income Fund, High Yield Bond Fund, Income Plus Fund, Intermediate Government Income Fund

   May 31, 2007

Municipal Bond Fund, National Limited-Term Tax-Free Fund, National Tax-Free Fund, Short-Term Municipal Bond Fund

   June 30, 2007

Value Fund

   July 31, 2007

Two levels of expense ratios are included in the table:

 

a) Total Annual Fund Operating Expense Ratio — the total operating expenses of a fund, including acquired fund fees, if any, representing what a shareholder could potentially pay if no waivers or expense reimbursements were in place.

 

b) Net Annual Fund Operating Expense Ratio — the expense level a shareholder can expect to actually pay, including acquired fund fees, if any, taking into account any fee waivers or expense reimbursements to which a fund’s adviser has contractually committed.

 

Target Fund/Share
Class(es)

  Current    

Acquiring Fund/Share Class(es)

  Current     Pro Forma  
  Total
Annual
Fund
Operating
Expenses*
    Net Annual
Fund
Operating
Expenses**
      Total
Annual
Fund
Operating
Expenses*
    Net Annual
Fund
Operating
Expenses**
    Total
Annual
Fund
Operating
Expenses*
    Net Annual
Fund
Operating
Expenses**
 

Balanced Fund

 

  Asset Allocation Fund      

Investor Class

  1.57 %   1.25 %  

Class A

  1.26 %   1.15 %   1.25 %   1.15 %

Corporate Bond Fund

      Income Plus Fund        

Investor Class

  1.31 %   0.98 %  

Investor Class (new)

  1.37 %   0.95 %   1.37 %   0.95 %

Advisor Class

  1.13 %   0.95 %  

Class A

  1.35 %   1.01 %   1.24 %   0.91 %

Institutional Class

  0.68 %   0.61 %  

Institutional Class (new)

  0.79 %   0.62 %   0.79 %   0.62 %

High Yield Bond Fund

 

  High Income Fund      

Class A

  1.28 %   1.16 %  

Class A (formerly Advisor Class)

  1.18 %   0.91 %   1.18 %   0.91 %

Class B

  2.03 %   1.91 %  

Class B (new)

  1.93 %   1.66 %   1.93 %   1.66 %

Class C

  2.03 %   1.91 %  

Class C (new)

  1.93 %   1.66 %   1.93 %   1.66 %

 

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Target Fund/Share
Class(es)

  Current    

Acquiring Fund/Share Class(es)

  Current     Pro Forma  
  Total
Annual
Fund
Operating
Expenses*
    Net Annual
Fund
Operating
Expenses**
      Total
Annual
Fund
Operating
Expenses*
    Net Annual
Fund
Operating
Expenses**
    Total
Annual
Fund
Operating
Expenses*
    Net Annual
Fund
Operating
Expenses**
 

Intermediate Government Income Fund

 

  Government Securities Fund      

Class A

  1.09 %   0.95 %  

Class A (formerly Advisor Class)

  1.06 %   0.90 %   1.04 %   0.90 %

Class B

  1.84 %   1.70 %  

Class B (new)

  1.81 %   1.65 %   1.79 %   1.65 %

Class C

  1.84 %   1.70 %  

Class C

  1.81 %   1.79 %   1.79 %   1.65 %

Administrator Class

  0.91 %   0.70 %  

Administrator Class

  0.88 %   0.70 %   0.86 %   0.70 %

National Limited-Term Tax-Free Fund

 

  Short-Term Municipal Bond Fund      

Class A

  1.12 %   0.81 %  

Class A (new)

  1.02 %   0.61 %   1.01 %   0.61 %

Class B

  1.87 %   1.56 %  

Class A (new)

  1.02 %   0.61 %   1.01 %   0.61 %

Class C

  1.87 %   1.56 %  

Class C

  1.77 %   1.56 %   1.76 %   1.36 %

Administrator Class

  0.94 %   0.61 %  

Class A (new)

  1.02 %   0.61 %   1.01 %   0.61 %

National Tax-Free Fund

 

  Municipal Bond Fund      

Class A

  1.07 %   0.86 %  

Class A

  1.08 %   0.76 %   1.07 %   0.76 %

Class B

  1.82 %   1.61 %  

Class B

  1.83 %   1.51 %   1.82 %   1.51 %

Class C

  1.82 %   1.61 %  

Class C

  1.83 %   1.51 %   1.82 %   1.51 %

Administrator Class

  0.89 %   0.61 %  

Administrator Class

  0.90 %   0.61 %   0.89 %   0.61 %

Overseas Fund

 

  International Equity Fund      

Investor Class

  1.91 %   1.46 %  

Investor Class (new)

  1.82 %   1.46 %   1.82 %   1.46 %

Institutional Class

  1.34 %   0.95 %  

Institutional Class

  1.25 %   1.05 %   1.25 %   0.99 %

Value Fund

 

  C&B Large Cap Value Fund      

Class A

  1.71 %   1.21 %  

Class A

  1.31 %   1.20 %   1.31 %   1.15 %

Class B

  2.47 %   1.96 %  

Class B

  2.06 %   1.95 %   2.06 %   1.90 %

Class C

  2.47 %   1.96 %  

Class C

  2.06 %   1.95 %   2.06 %   1.90 %

Investor Class

  1.87 %   1.21 %  

Investor Class (formerly Class D)

  1.43 %   1.20 %   1.43 %   1.20 %

Administrator Class

  1.52 %   0.96 %  

Administrator Class

  1.13 %   0.95 %   1.13 %   0.95 %

 

* Includes for each Fund, except the C&B Large Cap Value Fund, the pro-rata portion of the net operating expenses of any money market fund or other fund held by the Fund. For the C&B Large Cap Value Fund, includes the gross expenses allocated from the master portfolio in which the Fund invests.
** Funds Management has committed to waive fees and/or reimburse expenses for a specified period to the extent necessary to maintain the Fund’s net annual operating expense ratio as described in Exhibit A.

In every case except for the Corporate Bond Fund — Investor Class, Advisor Class and Institutional Class into Income Plus Fund — Investor Class, Class A and Institutional Class, and Overseas Fund — Institutional Class into the International Equity Fund — Institutional Class, the Acquiring Fund will have the same or lower total and net annual fund operating expenses than the corresponding Class of the Target Fund. Please see Exhibit A for a breakdown of the specific fees charged to each Target Fund and Acquiring Fund, and more information about expenses.

Funds Management has contractually agreed to maintain the shown pro forma Net Annual Fund Operating Expense Ratio for each of the Acquiring Funds through their next annual registration update occurring after January 31, 2009. These contractual net expense ratios for the Acquiring Funds renew automatically upon expiration of the contractual commitment period, and can only be increased upon approval by the Funds’ Board.

For further discussion regarding the Board of Trustees consideration of the total and net operating expense ratios of the Funds in approving the Reorganization, see the section entitled “Board Consideration of the Reorganization” in this Prospectus/Proxy Statement.

 

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Comparison of Investment Objectives, Principal Investments and Principal Investment Strategies

Each Target Fund and its corresponding Acquiring Fund pursue similar investment objectives and hold substantially similar securities, except for the limited differences noted below. As a result, the Reorganization is not expected to cause significant portfolio turnover or transaction expenses from the sale of Target Fund portfolio securities that are incompatible with the investment objective of the Acquiring Fund.

All of the Target Funds and the Acquiring Funds have investment objectives that are classified as non-fundamental, which means that the Board can change them without shareholder approval. Also, the Target Funds and Acquiring Funds have substantially identical “fundamental” investment policies that can only be changed with shareholder approval, except that the National Limited-Term Tax-Free Fund and the National Tax-Free Fund each have a fundamental investment policy to invest at least 80% of their net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax (including federal alternative minimum tax). In comparison, their two Acquiring Funds, the Short-Term Municipal Bond Fund and the Municipal Bond Fund, respectively, each have a fundamental investment policy to invest at least 80% of their net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax, but not necessarily the federal alternative minimum tax. In addition, the Asset Allocation Fund has a fundamental investment policy reserving the Fund’s right to concentrate in any industry in which the S&P 500 Index becomes concentrated to the same degree during the same period, and reserving the right to concentrate in obligations of domestic banks (to the extent permitted by the SEC or its staff and as such term is interpreted by the SEC or its staff, whereby the Balanced Fund does not have similar policies). Thus, the Reorganization will not result in a change in the Target Funds’ shareholders’ right to vote to approve changes to the investment objectives or fundamental investment policies of the Fund(s) in which they own shares, except as described above.

Unlike other Acquiring Funds involved in the Reorganization, the C&B Large Cap Value Fund is a gateway feeder fund that does not invest directly in portfolio securities. Rather, the Fund invests in a corresponding portfolio of Wells Fargo Master Trust that has the same investment objective and strategies as the Fund. The C&B Large Cap Value Fund may invest in additional master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities. References to the investment activities of the C&B Large Cap Value Fund are intended to refer to the investment activities of the master portfolio in which it invests.

The following charts compare the investment objectives, principal investments and principal investment strategies, of each Target Fund and its corresponding Acquiring Fund, and describe the key differences between the Funds. The charts are presented in summary form and, therefore, do not contain all of the information that you should consider before voting on the Reorganization. A more detailed comparison of the Funds’ investment objectives, principal investments and principal investment strategies, as well as the identity of each Fund’s investment sub-adviser and portfolio managers can be found at Exhibit B. You also can find additional information about a specific Fund’s investment objective, principal investments and principal investment strategies in its SAI, which is incorporated by reference herein. For more complete information, please read this entire document.

 

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BALANCED (TARGET FUND)

  

ASSET ALLOCATION (ACQUIRING FUND)

Investment Objective    Seeks total return, consisting of capital appreciation and current income.    Seeks long-term total return, consisting of capital appreciation and current income.
Principal Investments   

The Fund’s target asset allocations are as follows:

-   60% of its total assets in equity securities;

-   40% of its total assets in fixed income securities; and

-   up to 10% of its total assets in below investment-grade fixed income securities.

  

The Fund’s “neutral” target allocation is as follows:

-   60% of its total assets in equity securities; and

-   40% of its total assets in fixed income securities.

Principal Investment Strategies    The Fund invests in both equity and fixed income securities. The equity portion of the Fund’s portfolio consists primarily of securities, including common and preferred stocks and convertible securities, of large-capitalization, dividend-paying, U.S. companies that offer the potential for capital growth, and attempt to balance an investment’s prospects for growth and income with its potential risks. The fixed income portion of the Fund’s portfolio consists primarily of investment-grade bonds of intermediate duration, including U.S. Government obligations, corporate securities and mortgage-backed securities.    The Fund invests in equity and fixed income securities with an emphasis on equity securities. The Fund does not select individual securities for investment, rather it buys substantially all of the securities of various indexes to replicate such indexes. The Fund invests the equity portion of its assets in common stock to replicate the S&P 500 Index, and invests the fixed income portion of its assets in U.S. Treasury Bonds to replicate the Lehman Brothers 20+ Treasury Index. The Fund seeks to maintain a 95% or better performance correlation with the respective indexes, before fees and expenses, regardless of market conditions.
Comparison Summary   

•     Both Funds have similar investment objectives, principal investments and strategies, except that:

 

-        While each Fund invests 60% of its total assets in equity securities, the equity portion of the Target Fund invests in securities of dividend-paying, large-capitalization companies with an emphasis on value, whereas the equity portion of the Acquiring Fund invests in common stocks to replicate the S&P 500 Index and utilizes an asset allocation model that may recommend a change in the target allocation of the equity portion of the portfolio ranging between 35 and 85 percent of the Fund’s total assets.

 

-        While each Fund also invests 40% of its assets in fixed income securities, the fixed income portion of the Target Fund may include investing up to 10% of its total assets in below investment-grade fixed income securities, whereas the fixed income portion of the Acquiring Fund seeks to replicate the Lehman Brothers 20+ Treasury Index by investing in U.S. Treasury Bonds with remaining maturities of 20 years or more, and utilizes an asset allocation model that may recommend a change in the target allocation of the fixed income portion of the portfolio ranging between 15 and 65 percent of the Fund’s total assets.

 

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CORPORATE BOND (TARGET FUND)

  

INCOME PLUS (ACQUIRING FUND)

Investment Objective    Seeks current income while maintaining prospects for capital appreciation.    Seeks to maximize income while maintaining prospects for capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in corporate debt securities;

-   up to 35% of its total assets in U.S. dollar-denominated debt securities of foreign issuers; and

-   up to 25% of its total assets in below investment-grade debt securities.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in income-producing securities;

-   up to 35% of its total assets in debt securities that are below investment-grade; and

-   up to 25% of its total assets in debt securities of foreign issuers.

Principal Investment Strategies    The Fund invests principally in corporate debt securities. The Fund may invest in investment-grade and below investment-grade debt securities (often called “high-yield” securities or “junk bonds”), as well as in debt securities of both domestic and foreign issuers. As part of the Fund’s below investment-grade debt securities investment strategy, the Fund will generally invest in securities that are rated BB through C by Standard & Poor’s, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by the Fund to be of comparable quality. The Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Additionally, the Fund may invest in stripped securities. The Fund may also actively trade portfolio securities.    The Fund invests principally in debt securities, including corporate, mortgage- and asset-backed securities, bank loans and U.S. Government obligations. These securities may have fixed, floating or variable rates and may include debt securities of both domestic and foreign issuers. The Fund invests in both investment-grade and below investment-grade debt securities. Below investment-grade debt securities (often called “high yield” securities or “junk bonds”) offer the potential for higher returns, as they generally carry a higher yield to compensate for the higher risk associated with their investment. As part of the Fund’s below investment-grade debt securities investment strategy, the Fund will generally invest in securities that are rated at least Caa by Moody’s or CCC by Standard & Poor’s, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by the Fund to be of comparable quality. The Fund expects to maintain an average credit quality for this portion of its portfolio equivalent to B or higher. The Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. The Fund may actively trade portfolio securities.
Comparison Summary   

•     The Target Fund invests at least 80% of its net assets in corporate debt securities, whereas the Acquiring Fund invests at least 80% of its net assets in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans and U.S. Government obligations.

 

•     In other respects, both Funds have similar investment objectives, principal investments and strategies, except that:

 

-        The Target Fund invests up to 35% of its total assets in U.S. dollar-denominated debt securities of foreign issuers, whereas the Acquiring Fund invests up to 25% of its total assets in debt securities of foreign issuers that do not need to be U.S. dollar-denominated.

 

-        The Target Fund invests up to 25% of its total assets in below investment-grade debt securities, whereas the Acquiring Fund may invest a higher percentage, up to 35% of its total assets, in below investment-grade debt securities. In addition, the Target Fund will generally invest in securities that are rated BB through C by Standard & Poor’s, whereas the Acquiring Fund will generally invest in securities rated at least CCC by S&P.

 

-        The Target Fund may invest in stripped securities.

 

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HIGH YIELD BOND (TARGET FUND)

  

HIGH INCOME (ACQUIRING FUND)

Investment Objective    Seeks total return, consisting of a high level of current income and capital appreciation.    Seeks total return, consisting of a high level of current income and capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in corporate debt securities that are below investment-grade; and

-   up to 20% of its net assets in preferred and convertible securities.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in corporate debt securities that are below investment-grade;

-   up to 30% of its total assets in U.S. dollar-denominated debt securities of foreign issuers;

-   up to 20% of its total assets in equities and convertible debt securities; and

-   up to 10% of its total assets in debt securities that are in default at the time of purchase.

Principal Investment Strategies    The Fund invests principally in below investment-grade debt securities (often called “high yield” securities or “junk bonds”) of corporate issuers. These include traditional corporate bonds as well as bank loans. These securities may have fixed, floating or variable rates. The Fund will generally invest in below investment-grade debt securities that are rated at least Caa by Moody’s or CCC by Standard & Poor’s, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by the Fund to be of comparable quality. The average credit quality of the Fund’s portfolio is expected to be equivalent to B or higher. The Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. The Fund’s portfolio is not managed to a specific maturity or duration.    The Fund invests principally in below investment-grade debt securities (often called “high-yield” securities or “junk bonds”) of corporate issuers. These include traditional corporate bonds as well as bank loans. These securities may have fixed, floating or variable rates. As part of the Fund’s below investment-grade debt securities investment strategy, the Fund will generally invest in securities that are rated BB through CCC by S&P, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by the Fund to be of comparable quality. The Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Additionally, the Fund may invest in stripped securities.
Comparison Summary   

•     Both Funds have the same investment objective.

 

•     While both Funds invest 80% of their net assets in corporate debt securities that are below investment-grade, the Target Fund expects its portfolio’s average credit quality to be equivalent to B or higher.

 

•     The Target Fund invests up to 20% of its net assets in preferred and convertible securities, whereas the Acquiring Fund invests up to 20% of its total assets in equities and convertible debt securities.

 

•     The Acquiring Fund also invests up to 10% of its total assets in debt securities that are in default at the time of purchase, and up to 30% of its total assets in U.S. dollar-denominated debt securities of foreign issuers, whereas the Target Fund does not have a principal investment strategy of investing in such securities.

 

•     The Acquiring Fund may also invest in stripped securities.

 

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INTERMEDIATE GOVERNMENT INCOME
(TARGET FUND)

  

GOVERNMENT SECURITIES (ACQUIRING FUND)

Investment Objective    Seeks to provide current income consistent with safety of principal.    Seeks current income.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in U.S. Government obligations, including repurchase agreements collateralized by U.S. Government obligations; and

-   up to 20% of its net assets in non-government mortgage- and asset-backed securities.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in U.S. Government obligations and repurchase agreements collateralized by U.S. Government obligations; and

-   up to 20% of its net assets in non-government investment-grade debt securities.

Principal Investment Strategies    The Fund invests principally in fixed and variable rate U.S. Government obligations, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. The Fund will purchase only securities that are rated, at the time of purchase, within the two highest rating categories assigned by a Nationally Recognized Statistical Ratings Organization, or are deemed by the Fund to be of comparable quality. As part of the Fund’s investment strategy, the Fund may invest in stripped securities or enter into mortgage dollar rolls or reverse repurchase agreements. The Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, the Fund expects its dollar-weighted average effective duration will be within the range of 3- and 5-year U.S. Treasury notes. As a result, the dollar-weighted average effective maturity of the Fund generally ranges from 3 to 10 years. The Fund may actively trade portfolio securities.    The Fund invests principally in U.S. Government obligations, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. These securities may have fixed, floating or variable rates and also include mortgage-backed securities. As part of the Fund’s mortgage-backed securities investment strategy, the Fund may enter into dollar rolls or invest in stripped securities. The Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. The Fund may actively trade portfolio securities.
Comparison Summary   

•     Both Funds have substantially similar investment objectives, principal investments and strategies, except that:

 

-        the Target Fund purchases only securities rated within the two highest rating categories (or of comparable quality), whereas, the Acquiring Fund does not have a similar policy; and

 

-        the Target Fund expects its portfolio’s dollar-weighted average effective duration to be within the range of 3- and 5-year U.S. Treasury notes and its portfolio’s dollar-weighted average effective maturity to be within the range of 3- and 10-years, whereas the Acquiring Fund does not have similar policies.

 

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NATIONAL LIMITED-TERM TAX-FREE (TARGET FUND)

  

SHORT-TERM MUNICIPAL BOND (ACQUIRING FUND)

Investment Objective    Seeks current income exempt from federal income taxes, consistent with capital preservation.    Seeks current income exempt from federal income tax consistent with capital preservation.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, including federal AMT;

-   up to 20% of its net assets in securities that pay interest subject to federal income tax, including federal AMT; and

-   up to 10% of its total assets in below investment-grade municipal securities.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, but not necessarily the federal AMT;

-   up to 20% of its net assets in securities that pay interest subject to federal AMT; and

-   up to 15% of its total assets in below investment-grade municipal securities.

Principal Investment Strategies    The Fund invests principally in municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, including federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by the Fund to be of comparable quality. The Fund may also invest a portion of its net assets in securities that pay interest subject to federal AMT. The Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, the Fund expects its dollar-weighted average effective maturity will be between 1 and 5 years.    The Fund invests principally in short-term municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, but not necessarily the federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by the Fund to be of comparable quality. The Fund may also invest a portion of its total assets in securities that pay interest subject to federal AMT. The Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, the Fund expects its dollar-weighted average effective maturity will be 3 years or less. The Fund may actively trade portfolio securities.
Comparison Summary   

•     Both Funds have substantially similar investment objectives, principal investments and strategies, except that:

 

-        The Target Fund invests at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, including federal AMT, whereas the Acquiring Fund invests at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, but not necessarily the federal AMT, although the Acquiring Fund does have an additional policy limiting its investments in securities that pay interest subject to federal AMT to 20% of its net assets.

 

-        While both Funds may invest in below investment-grade municipal securities, the Target Fund may invest up to 10% of its total assets in such securities, whereas the Acquiring Fund may invest up to 15% of its total assets in such securities.

 

-        The Target Fund expects its dollar-weighted average effective maturity to be between 1 and 5 years, whereas the Acquiring Fund expects its dollar-weighted average effective maturity to be 3 years or less.

 

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NATIONAL TAX-FREE (TARGET FUND)

  

MUNICIPAL BOND (ACQUIRING FUND)

Investment Objective    Seeks current income exempt from federal income tax.    Seeks current income exempt from federal income tax.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, including federal AMT;

-   up to 20% of its net assets in securities that pay interest subject to federal income tax, including federal AMT; and

-   up to 10% of its total assets in below investment-grade municipal securities.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, but not necessarily the federal AMT;

-   up to 20% of its net assets in securities that pay interest subject to federal AMT; and

-   up to 20% of its total assets in below investment-grade municipal securities.

Principal Investment Strategies    The Fund invests principally in municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, including federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by the Fund to be of comparable quality. The Fund may also invest a portion of its net assets in securities that pay interest subject to federal AMT. The Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, the Fund expects its dollar-weighted average effective maturity will be greater than 5 years and less than 20 years.    The Fund invests principally in municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, but not necessarily federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by us to be of comparable quality. The Fund may also invest a portion of the Fund’s total assets in securities that pay interest subject to federal AMT. The Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, the Fund expects its dollar-weighted average effective maturity will be greater than 5 years and less than 20 years.
Comparison Summary   

•     Both Funds have substantially similar investment objectives, principal investments and strategies, except that:

 

-        The Target Fund invests at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, including federal AMT, whereas the Acquiring Fund invests at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, but not necessarily the federal AMT, although the Acquiring Fund does have an additional policy limiting its investments in securities that pay interest subject to federal AMT to 20% of its net assets.

 

-        While both Funds invest in below investment-grade municipal securities, the Target Fund invests up to 10% of its total assets in such securities, whereas the Acquiring Fund invests up to 20% of its total assets in such securities.

 

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OVERSEAS (TARGET FUND)

  

INTERNATIONAL EQUITY (ACQUIRING FUND)

Investment Objective    Seeks long-term capital appreciation.    Seeks long-term capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in equity securities of foreign issuers; and

-   up to 20% of its total assets in emerging market equity securities.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in equity securities of foreign issuers; and

-   up to 20% of its total assets in emerging market equity securities.

Principal Investment Strategies   

The Fund invests principally in equity securities of foreign issuers. The Fund invests primarily in developed countries, but may invest in emerging markets. Furthermore, the Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

The Fund invests in companies with strong growth potential that offer good value relative to similar investments. The Fund reserves the right to hedge its foreign currency exposure by purchasing or selling currency futures and foreign currency forward contracts. However, under normal circumstances, the Fund will not engage in extensive foreign currency hedging.

   The Fund invests principally in the equity securities of foreign issuers through the use of three different styles of international equity management: an international growth style, sub-advised by Artisan Partners Limited Partnership; an international value style, sub-advised by LSV Asset Management; and an international blend style, sub-advised by New Star Institutional Managers Limited. The Fund invests primarily in developed countries, but may invest in emerging markets. Furthermore, the Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. The Fund reserves the right to hedge its foreign currency exposure by purchasing or selling currency futures and foreign currency forward contracts. However, under normal circumstances, the Fund will not engage in extensive foreign currency hedging.
Comparison Summary   

•     Both Funds have the same investment objectives and principal investments, and also have similar principal investment strategies, except that the Acquiring Fund uses a multi-style investment strategy consisting of an international growth style, an international value style, and an international blend style.

 

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VALUE (TARGET FUND)

  

C&B LARGE CAP VALUE (ACQUIRING FUND)

Investment Objective    Seeks maximum long-term, after-tax total return, consistent with minimizing risk to principal.    Seeks maximum long-term total return (current income and capital appreciation), consistent with minimizing risk to principal.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of its total assets in equity securities of large-capitalization companies.

  

Under normal circumstances, the Fund invests:

-   at least 80% of its net assets in equity securities of large-capitalization companies.

Principal Investment Strategies    The Fund invests principally in equity securities of large-capitalization companies, which the Fund defines as companies with market capitalizations of $3 billion or more. The Fund attempts to minimize adverse federal income tax consequences for the Fund’s shareholders by managing the amount of realized gains, through reduced portfolio turnover. The Fund cannot predict the impact of this strategy on the realization of gains or losses but intends to balance these tax considerations with the pursuit of its objective. The Fund manages a relatively focused portfolio of 30 to 50 companies that enables it to provide adequate diversification, while allowing the composition and performance of its portfolio to behave differently than the market. Furthermore, the Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.   

The Fund is a gateway fund that invests substantially all of its assets in the C&B Large Cap Value Portfolio, a master portfolio with a substantially identical investment objective and substantially similar investment strategies. The Fund may invest in additional master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities.

The Fund invests principally in equity securities of large-capitalization companies, which it defines as companies with market capitalizations of $3 billion or more. The Fund manages a relatively focused portfolio of 30 to 50 companies that enables it to provide adequate diversification while allowing the composition and performance of its portfolio to behave differently than the market. Furthermore, the Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

Comparison Summary   

•     Both Funds have substantially similar investment objectives, principal investments and strategies, except that the Target Fund seeks to minimize adverse federal income tax consequences through reduced portfolio turnover.

 

•     The Acquiring Fund is a gateway fund that invests substantially all of its assets in a master portfolio, whereas the Target Fund is a stand-alone fund that invests directly in a portfolio of securities.

 

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Common and Specific Risk Considerations

Because of the similarities in investment objectives and policies, the Target Funds and the Acquiring Funds, for the most part, are subject to substantially similar investment risks. The following discussion describes the principal risks that may affect the Funds’ portfolios as a whole. The discussion that follows after that compares the principal risks associated with each Target Fund and its corresponding Acquiring Fund (in bold print). Additional information regarding which of the principal risks described below are applicable to each Fund may be found in Exhibit C, as well as in the prospectus for each Target Fund. Each Fund invests directly in a portfolio of securities, except for the C&B Large Cap Value Fund which invests substantially all of its assets in a master portfolio. An investment in a Fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.

Active Trading Risk Frequent trading will result in a higher-than-average portfolio turnover ratio and increased trading expenses, and may generate higher short-term capital gains.

Counter-Party Risk When a Fund enters into a repurchase agreement, an agreement where it buys a security in which the seller agrees to repurchase the security at an agreed upon price and time, the Fund is exposed to the risk that the other party will not fulfill its contract obligation. Similarly, the Fund is exposed to the same risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to repurchase them at a later date.

Currency Hedging Risk An investment transacted in a foreign currency may lose value due to fluctuations in the rate of exchange. To manage currency exposure, a Fund may purchase currency futures or enter into forward currency contracts to “lock in” the U.S. dollar price of the security. A forward currency contract involves an agreement to purchase or sell a specified currency at a specified future price set at the time of the contract. Similar to a forward currency contract, currency futures contracts are standardized for the convenience of market participants and quoted on an exchange. To reduce the risk of one party to the contract defaulting, the accrued profit or loss from a futures contract is calculated and paid on a daily basis rather than on the maturity of the contract.

Debt Securities Risk Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility that an issuer of an instrument will be unable to make interest payments or repay principal when due. Changes in the financial strength of an issuer or changes in the credit rating of a security may affect its value. Interest rate risk is the risk that interest rates may increase, which tends to reduce the resale value of certain debt securities, including U.S. Government obligations. Debt securities with longer maturities are generally more sensitive to interest rate changes than those with shorter maturities. Changes in market interest rates do not affect the rate payable on an existing debt security, unless the instrument has adjustable or variable rate features, which can reduce its exposure to interest rate risk. Changes in market interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby affecting their value and the return on your investment.

Derivatives Risk The term “derivatives” covers a broad range of investments, including futures, options and swap agreements. In general, a derivative 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. For example, a swap agreement is a commitment to make or receive payments based on agreed upon terms, and whose value and payments are derived by changes in the value of an underlying financial instrument. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a Fund’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The success of management’s derivatives strategies will depend on its ability to assess and predict the impact of market or economic

 

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developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

Emerging Markets Risk Emerging markets securities typically present even greater exposure to the risks described under “Foreign Investment Risk” and may be particularly 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. Emerging markets may be under-capitalized and have less developed legal and financial systems than markets in the developed world. Additionally, emerging markets may have volatile currencies and may be more sensitive than more mature markets to a variety of economic factors. Emerging market securities also may be less liquid than securities of more developed countries and could be difficult to sell, particularly during a market downturn.

Foreign Investment Risk Foreign investments, including American Depositary Receipts (ADRs) and similar investments, are subject to more risks than U.S. domestic investments. These additional risks may potentially include lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies. In addition, amounts realized on sales or distributions of foreign securities may be subject to high and potentially confiscatory levels of foreign taxation and withholding when compared to comparable transactions in U.S. securities. Investments in foreign securities involve exposure to fluctuations in foreign currency exchange rates. Such fluctuations may reduce the value of the investment. Foreign investments are also subject to risks including potentially higher withholding and other taxes, trade settlement, custodial, and other operational risks and less stringent investor protection and disclosure standards in certain foreign markets. In addition, foreign markets can and often do perform differently from U.S. markets.

Growth Style Investment Risk Growth stocks can perform differently from the market as a whole and from other types of stocks. Growth stocks may be designated as such and purchased based on the premise that the market will eventually reward a given company’s long-term earnings growth with a higher stock price when that company’s earnings grow faster than both inflation and the economy in general. Thus a growth style investment strategy attempts to identify companies whose earnings may or are growing at a rate faster than inflation and the economy. While growth stocks may react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks by rising in price in certain environments, growth stocks also tend to be sensitive to changes in the earnings of their underlying companies and more volatile than other types of stocks, particularly over the short term. Furthermore, growth stocks may be more expensive relative to their current earnings or assets compared to the values of other stocks, and if earnings growth expectations moderate, their valuations may return to more typical norms, causing their stock prices to fall. Finally, during periods of adverse economic and market conditions, the stock prices of growth stocks may fall despite favorable earnings trends.

High Yield Securities Risk High yield securities (sometimes referred to as “junk bonds”) are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities have a much greater risk of default (or in the case of bonds currently in default, of not returning principal) and may be more volatile than higher-rated securities of similar maturity. The value of these securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.

Index Tracking Risk The ability to track an index may be affected by, among other things, transaction costs and shareholder purchases and redemptions.

Issuer Risk The value of a security may decline for a number of reasons, which directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods and services.

 

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Leverage Risk Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolios securities, and the use of when-issued, delayed delivery or forward commitment transactions. The use of derivatives may also create a leveraging risk. The use of leverage may cause a Fund to liquidate portfolio positions when it may not be advantageous to do so. Leveraging, including borrowing, may cause a Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to increase a Fund’s exposure to market risk, interest rate risk or other risks by, in effect, increasing assets available for investment.

Liquidity Risk A security may not be sold at the time desired or without adversely affecting the price.

Management Risk We cannot guarantee that a Fund will meet its investment objective. We do not guarantee the performance of a Fund, nor can we assure you that the market value of your investment will not decline. We will not “make good” on any investment loss you may suffer, nor can anyone we contract with to provide services, such as selling agents or investment advisers, offer or promise to make good on any such losses.

Market Risk The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Equity securities generally have greater price volatility than debt securities.

Mortgage- and Asset-Backed Securities Risk Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. In addition, mortgage dollar rolls are transactions in which a Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. Mortgage- and asset-backed securities, including mortgage dollar roll transactions, are subject to certain additional risks. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, these securities may exhibit additional volatility. This is known as extension risk. In addition, these securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their debts sooner than expected. This can reduce the returns of a Fund because the Fund will have to reinvest that money at the lower prevailing interest rates. This is known as contraction risk. These securities also are subject to risk of default on the underlying mortgage or assets, particularly during periods of economic downturn.

Multi-Style Management Risk Because certain portions of a Fund’s assets are managed by different portfolio managers using different styles, a Fund could experience overlapping security transactions. Certain portfolio managers may be purchasing securities at the same time other portfolio managers may be selling those same securities. This may lead to higher transaction expenses and may generate higher short-term capital gains compared to a Fund using a single investment management style.

Municipal Securities Risk Municipal securities rely on the creditworthiness or revenue production of their issuers or auxiliary credit enhancement features. Municipal securities may be difficult to obtain because of limited supply, which may increase the cost of such securities and effectively reduce a portfolio’s yield. Typically, less information is available about a municipal issuer than is available for other types of securities issuers. Certain Funds may invest 25% or more of their total assets in municipal securities that are related in such a way that political, economic or business developments affecting one obligation would affect the others. For example, a Fund may own different obligations that pay interest based on the revenue of similar projects. Although a Fund strives to invest in municipal securities and other securities with interest that is exempt from

 

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federal income taxes, including federal alternative minimum tax (AMT), some income earned by Fund investments may be subject to such taxes. A Fund takes advantage of tax laws that allow the income from certain investments to be exempted from federal income tax and, in some cases, state individual income tax. Tax authorities are paying increased attention to whether interest on municipal obligations is exempt from taxation, and we cannot assure you that a tax authority will not successfully challenge the exemption of a bond held by the Fund. Capital gains, whether declared by the Fund or realized by the shareholder through the selling of Fund shares, are generally taxable.

Regulatory Risk Changes in government regulations may adversely affect the value of a security. An insufficiently regulated market might also permit inappropriate practices that adversely affect an investment.

Smaller Company Securities Risk Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than larger company stocks. Smaller companies may have no or relatively short operating histories, or be newly public companies. Some of these companies have aggressive capital structures, including high debt levels, or are involved in rapidly growing or changing industries and/or new technologies, which pose additional risks.

Stripped Securities Risk Stripped securities are the separate income or principal components of debt securities. These securities are particularly sensitive to changes in interest rates, and therefore subject to greater fluctuations in price than typical interest bearing debt securities. For example, stripped mortgage-backed securities have greater interest rate risk than mortgage-backed securities with like maturities, and stripped treasury securities have greater interest rate risk than traditional government securities with identical credit ratings.

Tax Suitability Risk Investments managed with a focus on after-tax returns may not provide as high a return before taxes as other investments, and as a result may not be suitable for investors who are not subject to current income tax (for example, those investing through tax-deferred retirement accounts such as an individual retirement account (IRA) or 401(k) plan).

U.S. Government Obligations Risk Securities issued by U.S. Government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. The Government National Mortgage Association (GNMA), a wholly owned U.S. Government corporation, is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department of Veterans Affairs. U.S. Government agencies or government-sponsored entities (i.e., not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but its participation certificates are not backed by the full faith and credit of the U.S. Government. If a government-sponsored entity is unable to meet its obligations, the performance of a Fund that holds securities of the entity will be adversely impacted. U.S. Government obligations are viewed as having minimal or no credit risk but are still subject to interest rate risk.

Value Style Investment Risk Value stocks can perform differently from the market as a whole and from other types of stocks. Value stocks may be purchased based upon the belief that a given security may be out of favor. Value investing seeks to identify stocks that have depressed valuations, based upon a number of factors which are thought to be temporary in nature, and to sell them at superior profits when their prices rise in response to resolution of the issues which caused the valuation of the stock to be depressed. While certain value stocks may increase in value more quickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that there will not be any rise in

 

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valuation. Finally, there is the increased risk in such situations that such companies may not have sufficient resources to continue as ongoing businesses, which would result in the stock of such companies potentially becoming worthless.

Balanced Fund/Asset Allocation Fund

Both of the Funds are subject to similar risks, including debt securities risk, derivatives risk and U.S. Government obligations risk. The Asset Allocation Fund is also subject to index tracking risk and the risks associated with using an asset allocation model that assesses the relative attractiveness of equity and fixed income investments and recommends changes in the Fund’s target allocations. The Balanced Fund is also subject to foreign investment risk, high yield securities risk, mortgage- and asset-backed securities risk, and value style investment risk. The Balanced Fund is further subject to a greater degree of credit risk based on its actively-managed portfolio of fixed income securities. All of these risks are described above.

Corporate Bond Fund/Income Plus Fund

Both of the Funds are subject to substantially similar risks, including active trading risk, debt securities risk, derivatives risk, foreign investment risk, high yield securities risk. The Income Plus Fund is also subject to currency hedging risk, mortgage- and asset-backed securities risk and U.S. Government obligations risk. In addition, the Income Plus Fund is subject to a greater degree of high yield securities risk based on its higher percentage limit in investments in below investment-grade debt securities. The Corporate Bond Fund is also subject to stripped securities risk and a greater degree of foreign investment risk based on its higher percentage limit on investments in foreign issuers. However, since the Corporate Bond Fund may only invest in U.S. dollar-denominated debt securities of foreign issuers, the Fund minimizes any exposure to currency risk. All of these risks are described above.

High Yield Bond Fund/High Income Fund

Both Funds are subject to substantially similar risks, except that the High Income Fund is also subject to foreign investment risk, stripped securities risk and the risks associated with investments in securities that are in default at the time of purchase. Both of the Funds are primarily subject to counter-party risk, debt securities risk, derivatives risk, high yield securities risk, issuer risk. All of these risks are described above.

Intermediate Government Income Fund/Government Securities Fund

Because both of the Funds follow substantially similar investment policies, there are no material differences in the risks associated with investing in the Funds, except that the Government Securities Fund may have greater exposure to interest rate risk as it does not have policies similar to those of the Intermediate Government Income Fund which provide that the Intermediate Government Income Fund expects its portfolio’s dollar-weighted average effective duration to be within the range of 3- and 5-year U.S. Treasury notes and its portfolio’s dollar-weighted average effective maturity to be within 3 to 10 years. Both of the Funds are primarily subject to debt securities risk, derivatives risk, mortgage- and asset-backed securities risk, stripped securities risk and U.S. Government obligations risk. All of these risks are described above.

National Limited-Term Tax-Free Fund/Short-Term Municipal Bond Fund

Both Funds are subject to substantially similar risks, except that the Short-Term Municipal Bond Fund is also subject to active trading risk and a greater degree of high yield securities risk based on its higher percentage limit on investments in below investment-grade municipal securities. In addition, the National Limited-Term Tax-Free Fund may have slightly greater exposure to interest rate risk as the Fund expects its dollar-weighted average effective maturity to be between 1 and 5 years, whereas the Short-Term Municipal Bond Fund expects its dollar-weighted average effective maturity to be 3 years or less. Both of the Funds are primarily subject to debt securities risk, derivatives risk, high yield securities risk, municipal securities risk. All of these risks are described above.

 

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National Tax-Free Fund/Municipal Bond Fund

Both Funds are subject to substantially similar risks, except that the Municipal Bond Fund is also subject to active trading risk and a greater degree of high yield securities risk based on its higher percentage limit on investments in below investment-grade municipal securities. Both of the Funds are primarily subject to debt securities risk, derivatives risk, high yield securities risk, municipal securities risk. All of these risks are described above.

Overseas Fund/International Equity Fund

Because both of the Funds follow substantially similar investment policies and restrictions, there are no material differences in the risks associated with investing in the Funds. Both of the Funds are primarily subject to currency hedging risk, derivatives risk, emerging markets risk, foreign investment risk. Because of its multi-style investment strategy, the International Equity Fund is subject to multi-style management risk and although both of the funds are subject to growth style investment risk and value style investment risk, the International Equity Fund may be subject to such risks to a greater degree given its multi-style investment strategy. All of these risks are described above.

Value Fund/C&B Large Cap Value Fund

Both Funds are subject to substantially similar risks, except that the Value Fund is also subject to tax suitability risk. Both Funds are primarily subject to derivatives risk and value style investment risk, as described above.

Comparison of Performance

The information in this section shows you how each Target Fund and Acquiring Fund has performed and illustrates the variability of a Fund’s returns over time. The tables below provide a comparison of average annual total return information for each Class of the Funds involved in the Reorganization for one-, three-, five- and ten-year periods (or since inception of the Fund, if shorter).

For more information regarding a Fund’s average annual total return, see the “Performance” and “Financial Highlights” of each of the Acquiring Funds and certain of the Target Funds in Exhibit E to this Prospectus/Proxy Statement and each Target Fund’s prospectus.

Please remember that past performance is no guarantee of future results. All returns reflect the effect of fee waivers. Without these fee waivers, the average annual total returns for the Funds would have been lower. Returns reflect applicable sales charges.

Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     10-Years  

Balanced Fund

Asset Allocation Fund

        

Investor Class (12-30-81)2

   5.97 %   6.25 %   8.51 %   4.38 %

Class A (11-13-86)

   1.12 %   5.90 %   9.65 %   5.93 %

 

1

Returns reflect applicable sales charges.

2

Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class shares of the Strong Balanced Fund.

 

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Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     10-Years or
Since Inception
 

Corporate Bond Fund

        

Income Plus Fund

        

Investor Class (12-12-85)2

   4.54 %   3.24 %   5.36 %   4.96 %

Investor Class (pre-Closing)3

   6.24 %   4.30 %   5.56 %   4.78 %

Advisor Class (8-31-99)4

   4.58 %   3.30 %   5.35 %   4.85 %

Class A (7-13-98)

   1.50 %   2.71 %   4.60 %   4.27 %

Institutional Class (8-31-99)5

   4.93 %   3.71 %   5.83 %   5.34 %

Institutional Class (pre-Closing)3

   6.24 %   4.30 %   5.56 %   4.78 %

 

1

Returns reflect applicable sales charges.

2

Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class shares of the Strong Corporate Bond Fund.

3

Performance shown reflects the performance of the Class A shares,, and includes expenses that are not applicable to and are higher than those of the Investor Class shares and Institutional Class shares, but does not include Class A sales charges. If it did include Class A sales charges, returns would be lower. The Class A shares annual returns are substantially similar to what the Investor Class shares and Institutional Class returns would be because the Investor Class shares Institutional Class shares and Class A shares are invested in the same portfolio and their returns differ only to the extent that they do not have the same sales charges and expenses.

4

Performance shown prior to April 11, 2005, for the Advisor Class shares reflects the performance of the Advisor Class shares of the Strong Corporate Bond Fund, the predecessor fund. Performance shown prior to the inception of the Advisor Class shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses.

5

Performance shown prior to April 11, 2005, for the Institutional Class shares reflects the performance of the Institutional Class shares of the Strong Corporate Bond Fund, the predecessor fund. Performance shown prior to the inception of the Institutional Class shares reflect the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares.

Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     Since Inception  

High Yield Bond Fund

        

High Income Fund

        

Class A (11-29-02)

   -2.13 %   3.23 %   6.67 %   6.49 %

Class A (formerly Advisor Class) (2-29-00)2

   -1.38 %   3.72 %   8.845 %   3.72 %

Class B (11-29-02)

   -3.28 %   3.15 %   6.55 %   6.52 %

Class B (pre-Closing)3

   -2.53 %   3.61 %   8.87 %   3.63 %

Class C (11-29-02)

   0.82 %   4.09 %   6.88 %   6.68 %

Class C (pre-Closing)3

   1.47 %   4.53 %   9.15 %   3.63 %

 

1

Returns reflect applicable sales charges.

2

Performance shown from April 11, 2005, through December 31, 2007, reflects the performance of the Advisor Class shares, adjusted to reflect Class A sales charges. Performance shown from February 29, 2000 through April 10, 2005, for the Class A shares reflects the performance of the Advisor Class shares, of the Strong High-Yield Bond Fund, the predecessor fund adjusted to reflect Class A sales charges.

 

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Performance shown prior to February 29, 2000, of the Class A shares, reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses and Class A sales charges.

3

Performance shown for the Class B and Class C shares reflects the performance of the Class A shares, and includes expenses that are not applicable to and lower than those of the Class B shares and higher than Class C shares, and are adjusted to reflect Class B and Class C sales charges and expenses. Class A shares incepted on August 31, 1999. Performance shown prior to the inception of the Class A shares reflects the performance of the Investor Class shares of the Strong High-Yield Bond Fund, the predecessor fund, adjusted to reflect Class A expenses.

Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     10-Years or
Since Inception
 

Intermediate Government Income Fund

        

Government Securities Fund

        

Class A (5-2-96)

   0.90 %   1.94 %   1.87 %   4.32 %

Class A (formerly Advisor Class) (8-31-99)2

   2.17 %   2.62 %   2.74 %   4.92 %

Class B (5-17-96)

   -0.08 %   1.81 %   1.66 %   4.01 %

Class B (pre-Closing)3

   1.13 %   2.43 %   2.41 %   4.52 %

Class C (11-8-99)4

   3.95 %   2.75 %   2.03 %   4.00 %

Class C (12-26-02)5

   5.13 %   2.43 %   2.77 %   4.52 %

Administrator Class (11-11-94)6

   6.02 %   3.81 %   3.07 %   5.02 %

Administrator Class (4-11-05)7

   7.19 %   4.48 %   4.00 %   5.77 %

 

1

Returns reflect applicable sales charges.

2

Performance shown from April 11, 2005, through December 31, 2007, reflects the expenses of the Advisor Class shares, adjusted to reflect Class A sales charges. Performance shown from August 31, 1999, through April 10, 2005, for the Class A shares reflects the performance of the Advisor Class shares of the Strong Government Securities Fund, the predecessor Fund, adjusted to reflect Class A sales charges. Performance shown prior to August 31, 1999, of the Class A shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses and Class A sales charges.

3

Performance shown reflects the performance of the Class C shares, and includes expenses that are not applicable to and are higher than those of the Class B shares, adjusted to reflect Class B sales charges.

4

Performance shown prior to the inception of the Class C shares reflects the performance of the Class A shares, adjusted to reflect Class C sales charges and expenses.

5

Performance shown prior to April 11, 2005, for the Class C shares reflects the performance of the Class C shares of the Strong Government Securities Fund, the predecessor fund, adjusted to reflect Class C sales charges. Performance shown prior to the inception of the Class C shares reflects the performance of the Investor class shares of the predecessor fund, adjusted to reflect Class C sales charges and expenses.

6

Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

7

Performance shown prior to the inception of the Administrator Class shares reflects the performance of the Institutional Class shares of the Strong Government Securities Fund, the predecessor fund, adjusted to reflect Administrator Class expenses. Performance shown prior to August 31, 1999, for the Administrator Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

 

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Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     10-Years or
Since Inception
 

National Limited-Term Tax-Free Fund

        

Short-Term Municipal Bond Fund

        

Class A (1-30-04) 2

   0.40 %   1.41 %   1.80 %   3.30 %

Class A (pre-Closing)3

   -0.05 %   1.44 %   1.80 %   2.47 %

Class B (1-30-04)2

   -0.27 %   1.36 %   1.65 %   2.83 %

Class A (pre-Closing)3

   -0.05 %   1.44 %   1.80 %   2.47 %

Class C (1-30-04)2

   1.73 %   1.68 %   1.62 %   2.82 %

Class C (1-31-03)4

   2.04 %   2.48 %   2.42 %   2.78 %

Administrator Class (10-1-96)5

   3.75 %   2.70 %   2.66 %   3.86 %

Class A (pre-Closing)3

   -0.05 %   1.44 %   1.80 %   2.47 %

 

1

Returns reflect applicable sales charges.

2

Performance shown prior to the inception of the Class A, Class B, and Class C shares reflects the performance of the Administrator Class shares, adjusted to reflect the Class A, Class B, and Class C sales charges and expenses, as applicable.

3

Performance shown reflects the performance of the Class C shares, and includes expenses that are not applicable to and are higher than those of the Class A shares, adjusted to reflect Class A sales charges.

4

Performance shown prior to April 11, 2005, for the Class C shares reflects the performance of the Class C shares of the Strong Short-Term Municipal Bond Fund, the predecessor fund. Performance shown prior to the inception of the Class C shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Class C sales charges and expenses.

5

Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     10-Years or
Since Inception
 

National Tax-Free Fund

Municipal Bond Fund

        

Class A (8-1-89)

   -2.27 %   2.05 %   3.04 %   4.08 %

Class A (4-11-05)2

   -2.33 %   2.69 %   4.97 %   3.86 %

Class B (8-6-93)

   -3.43 %   1.91 %   2.84 %   3.78 %

Class B (4-11-05)2

   -3.53 %   2.56 %   4.84 %   3.58 %

Class C (11-8-99)3

   0.47 %   2.86 %   3.20 %   3.77 %

Class C (4-11-05)2

   0.36 %   3.47 %   5.15 %   3.57 %

Administrator Class (8-2-93)4

   2.59 %   3.89 %   4.23 %   4.76 %

Administrator Class (4-11-05)5

   2.48 %   4.59 %   6.13 %   4.46 %

 

1

Returns reflect applicable sales charges.

2

Performance shown prior to the inception of the Class A, Class B, and Class C shares reflects the performance of the Investor Class shares of the Strong Municipal Bond Fund, adjusted to reflect Class A, Class B, and Class C sales charges and expenses, as applicable.

3

Performance shown prior to the inception of the Class C shares reflects performance of the Class A shares, adjusted to reflect Class C sales charges and expenses.

4

Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

 

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5

Performance shown prior to the inception of the Administrator Class shares reflects the performance of the Investor Class shares of the Strong Municipal Bond Fund and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     Since
Inception
 

Overseas Fund

International Equity Fund

        

Investor Class (6-30-98)2

   11.88 %   13.10 %   17.73 %   7.56 %

Investor Class (pre-Closing)3

   10.70 %   15.50 %   17.08 %   7.69 %

Institutional Class (12-31-02)4

   12.41 %   13.70 %   18.40 %   7.88 %

Institutional Class (8-31-06)5

   11.19 %   15.90 %   17.40 %   7.93 %

 

1

Returns reflect applicable sales charges.

2

Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class shares of the Strong Overseas Fund.

3

Performance shown reflects the performance of the Class A shares, and includes expenses that are not applicable to and are higher than those of the Investor Class shares, but do not include Class A sales charges.

4

Performance shown prior to April 11, 2005 for the Institutional Class shares reflects the performance of the Institutional Class shares of the Strong Overseas Fund, the predecessor fund. Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares.

5

Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Administrator Class shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares. Performance shown prior to November 8, 1999, for the Institutional Class shares reflects the performance of the Class A shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares, but does not include Class A sales charges. If it did include Class A sales charges, returns would be lower.

Average Annual Total Returns1

As of 12/31/07

 

Fund/Class (inception date)

   1-Year     3-Years     5-Years     10-Years or

Since Inception
 

Value Fund

C&B Large Cap Value Fund

        

Class A (7-26-04)2

   -7.34 %   4.30 %   10.28 %   7.73 %

Class A (7-26-04)3

   -7.66 %   4.04 %   11.08 %   7.78 %

Class B (7-26-04)2

   -7.48 %   4.66 %   10.42 %   7.55 %

Class B (7-26-04)3

   -7.75 %   4.41 %   11.31 %   7.64 %

Class C (7-26-04)2

   -3.47 %   5.59 %   10.71 %   7.57 %

Class C (7-26-04)3

   -3.74 %   5.32 %   11.57 %   7.65 %

Investor Class (2-12-97)4

   -1.72 %   6.39 %   11.52 %   8.34 %

Investor Class (formerly Class D) (5-15-90)5

   -2.11 %   6.07 %   12.37 %   8.41 %

Administrator Class (7-26-04)6

   -1.51 %   6.62 %   11.71 %   8.43 %

Administrator Class (7-26-04)7

   -1.86 %   6.35 %   12.56 %   8.50 %

 

1

Returns reflect applicable sales charges.

 

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2

Prior to December 1, 2005, the Wells Fargo Advantage Value Fund was named the Wells Fargo Advantage C&B Tax-Managed Value Fund. Performance shown prior to the inception of the Class A, Class B, and Class C shares reflects the performance of the unnamed share class of the C&B Tax-Managed Value Portfolio, the predecessor fund, adjusted to reflect Class A, Class B, and Class C sales charges and expenses, as applicable. The unnamed share class of the predecessor fund incepted on February 12, 1997.

3

Performance shown prior to the inception of the Class A, Class B, and Class C shares reflects the performance of the unnamed share class of the C&B Large Cap Value Portfolio, the predecessor fund, adjusted to reflect Class A, Class B, and Class C sales charges and expenses, as applicable.

4

Prior to December 1, 2005, the Wells Fargo Advantage Value Fund — Investor Class was named the Wells Fargo Advantage C&B Tax-Managed Value Fund — Class D shares. Performance shown prior to July 26, 2004, for the Investor Class shares reflects the performance of the unnamed share class of the C&B Tax-Managed Value Portfolio. The unnamed share class of the predecessor fund incepted on February 12, 1997.

5

Performance shown from July 26, 2004, through December 31, 2007, reflects the expenses of Class D. Performance shown prior to July 26, 2004, for the Investor Class shares reflects the performance of the unnamed share class of the C&B Large Cap Value Portfolio.

6

Prior to December 1, 2005, the Wells Fargo Advantage Value Fund was named the Wells Fargo Advantage C&B Tax-Managed Value Fund. Prior to April 11, 2005, the Administrator Class was named the Institutional Class. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the unnamed share class of the C&B Tax-Managed Value Portfolio, the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Administrator Class. The unnamed share class of the predecessor fund incepted on February 12, 1997.

7

Prior to April 11, 2005, the Administrator Class was named the Institutional Class. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the unnamed share class of the C&B Large Cap Value Portfolio, and includes expenses that are not applicable to and are higher than those of the Administrator Class.

Comparison of Shareholder Account Features and Services

The following describes, and to the extent there are differences, compares the distribution arrangements, pricing policies, class structure, purchase, redemption, and exchange policies, redemption fees, frequent purchases and redemptions of fund shares policies and procedures and distribution policies of the Funds.

Distribution Arrangements. As the principal underwriter for the Funds, Wells Fargo Funds Distributor, LLC (“Funds Distributor”), an affiliate of Funds Management, uses its best efforts to distribute shares of the Funds on a continuous basis. Fund shares may be sold through broker-dealers and others who have entered into sales agreements with the principal underwriter. Administrator Class, Advisor Class, Institutional Class, Investor Class, Class B and Class C shares of the Funds are offered for sale at the next determined net asset value per share (“NAV”). Class A shares are offered for sale at the next determined NAV per share plus, with certain exceptions, an initial sales charge. Class B and Class C shares, and Class A shares on which the initial sales charge has been waived, are subject to a contingent deferred sales charge (“CDSC”), based on a percentage of the original purchase price. A portion of the sales charges payable may be reallowed to retail dealers involved in the transaction.

The Funds that offer Class B and Class C shares have adopted a distribution plan (the “Plan”) under Section 12(b) under the 1940 Act and Rule 12b-1 for their Class B and Class C shares. The Plan was adopted by the Wells Fargo Advantage Funds Board, including a majority of the Trustees who were not “interested persons” (as defined under the 1940 Act) of the Funds and who had no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan. Under the Plan and pursuant to the related distribution agreement, the Class B and Class C shares of the Funds pay Funds Distributor on a monthly basis, an annual fee of 0.75% of the average daily net assets attributable to each Class as compensation for distribution-related services or as reimbursement for distribution-related expenses. The actual fee payable by the Funds’ Class B and Class C shares is determined, within such limits, from time to time by mutual agreement between the Funds and

 

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Funds Distributor and will not exceed the maximum sales charges payable by mutual funds sold by members of the National Association of Securities Dealers, Inc. (“NASD”) under the Conduct Rules of the NASD. Funds Distributor may enter into selling agreements with one or more selling agents (which may include Wells Fargo Bank, Funds Management and their affiliates) under which such agents may receive compensation for distribution-related services from Funds Distributor, including, but not limited to, commissions or other payments to such agents based on the average daily net assets of Fund shares attributable to their customers. Funds Distributor may retain any portion of the total distribution fee payable to compensate it for distribution-related services provided by it or to reimburse it for other distribution-related expenses.

In addition, the Funds that offer Class A, Class B, Class C, Administrator Class, Advisor Class and Investor Class shares have adopted a shareholder servicing plan and have entered into related shareholder servicing agreements with financial institutions, including Wells Fargo Bank and Funds Management. The shareholder servicing plan and related agreements were adopted by the Wells Fargo Advantage Funds’ Board, including a majority of the Trustees who were not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) of the Funds and who had no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan. Under the shareholder servicing plan, each Fund is authorized to make payments up to 0.25% of a Fund’s average daily net assets attributable to Class A, Class B, Class C, Administrator Class, Advisor Class and Investor Class shares. Selling or shareholder servicing agents, in turn, may pay some or all of these amounts to their employees or registered representatives who recommend or sell Fund shares or make investment decisions on behalf of their clients. If and to the extent any shareholder servicing payments are recharacterized as payments for distribution-related services, they are approved and payable under the Plan.

Pricing Policies. The NAV of a mutual fund, plus any applicable sales charges, is the price you pay for buying, selling, or exchanging shares of a Fund.

The NAV for the Funds is calculated each business day as of the close of trading on the New York Stock Exchange (“NYSE”) (generally, 4:00 p.m. Eastern Time). To calculate a Fund’s NAV, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption of Fund shares is effected is based on the next calculation of NAV after the order is placed. Each Fund does not calculate its NAV on days the NYSE is closed for trading, which include New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

With respect to any portion of a Fund’s assets that may be invested in other mutual funds, the Fund’s NAV is calculated based upon the NAVs of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.

With respect to any portion of a Fund’s assets invested directly in securities, each Fund’s investments are generally valued at current market prices. Securities are generally valued based on the last sale price during the regular trading session if the security trades on an exchange (“closing price”). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price.

The Funds are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments, if the Funds believe that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, the Funds use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect

 

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its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. The Funds use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security’s market price is still reliable and, if not, what fair market value to assign to the security.

In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that a Fund could obtain for such security if it were to sell the security as of the time of fair value pricing. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

See the Funds’ SAIs, which are incorporated by reference herein, for further information.

Class Structure. The Funds offer a total of seven share Classes (Administrator, Advisor, Institutional, Investor, Class A, Class B and Class C), each with a different combination of sales charges, fees, eligibility requirements and other features. Each of these share Classes is described in this Prospectus/Proxy Statement.

The Class B shares of the Intermediate Government Income Fund, High Yield Bond Fund, National Tax-Free Fund, National Limited-Term Tax-Free Fund and Value Fund are closed to new investors and additional investments from existing shareholders, with certain exceptions. The Class B shares of the C&B Large Cap Value Fund, Government Securities Fund, High Income Fund and Municipal Bond Fund are/will be similarly limited, except that each of these Acquiring Funds will issue Class B shares to the shareholders of its corresponding Target Fund Class in order to effectuate the contemplated Reorganization.

Class A

You can buy Class A shares of the Funds at the public offering price (“POP”), which is the NAV plus an up-front sales charge. You may qualify for a reduced sales charge or the sales charge may be waived. The dollar amount of the sales charge is the difference between the POP of the shares purchased (based on the applicable sales charge in the tables below) and the NAV of those shares. Because of rounding in the calculation of the POP, the actual sales charge you pay may be more or less than that calculated using the percentages shown below. Funds Distributor retains the up-front sales charge and the service fee on accounts with no authorized dealer of record. The Funds up-front Class A sales charges are as follows:

 

Equity Funds

 

Amount of purchase

   Front-end sales charge as a %
of public offering price
    Front-end sales charge as a %
of net amount invested
 

Less than $50,000

   5.75 %   6.10 %

$50,000 — $99,999

   4.75 %   4.99 %

$100,000 — $249,999

   3.75 %   3.90 %

$250,000 — $499,999

   2.75 %   2.83 %

$500,000 — $999,999

   2.00 %   2.04 %

$1,000,000 and over

   0.00 %   0.00 %

Fixed Income Funds

 

Amount of purchase

   Front-end sales charge as a %
of public offering price
    Front-end sales charge as a %
of net amount invested
 

Less than $50,000

   4.50 %   4.71 %

$50,000 — $99,999

   4.00 %   4.17 %

$100,000 — $249,999

   3.50 %   3.63 %

$250,000 — $499,999

   2.50 %   2.56 %

$500,000 — $999,999

   2.00 %   2.04 %

$1,000,000 and over

   0.00 %   0.00 %

 

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National Limited-Term Tax-Free Fund

 

Amount of purchase

   Front-end sales charge as a %
of public offering price
    Front-end sales charge as a
% of net amount invested
 

Less than $50,000

   3.00 %   3.09 %

$50,000 — $99,999

   2.50 %   2.56 %

$100,000 — $249,999

   2.00 %   2.04 %

$250,000 — $499,999

   1.50 %   1.52 %

$500,000 — $999,999

   1.00 %   1.01 %

$1,000,000 and over

   0.00 %   0.00 %

If you invest $1 million or more in a single purchase, you are able to purchase Class A shares without an initial sales charge. However, if you sell (redeem) these shares within eighteen months from the date of purchase, you may have to pay a contingent deferred sales charge (“CDSC”) of 1% based on your original purchase price for the shares. You do not have to pay this CDSC if your financial intermediary has made arrangements with Funds Distributor and agrees to waive the commission.

Class A shares of the Funds may be purchased without an or with a reduced initial sales charge as noted below. If you believe you are eligible for any of the following reductions or waivers, it is up to you to ask the selling agent or shareholder servicing agent for the reduction or waiver and to provide appropriate proof of eligibility.

 

 

You pay no sales charges on Fund shares you buy with reinvested distributions.

 

 

You pay a lower sales charge if you are investing an amount over a breakpoint level. See the Class A sales charge tables above.

 

 

You pay no sales charges on Fund shares you purchase with the proceeds of a redemption of either Class A or Class B shares of the same Fund within 120 days of the date of the redemption. (Please note, you will still be charged any applicable CDSC on Class B shares you redeem.)

 

 

By signing a Letter of Intent (“LOI”) prior to purchase, you pay a lower sales charge now in exchange for promising to invest an amount over a specified breakpoint within the next 13 months. Reinvested dividends and capital gains do not count as purchases made during this period. We will hold in escrow shares equal to approximately 5% of the amount you say you intend to buy. If you do not invest the amount specified in the LOI before the expiration date, we will redeem enough escrowed shares to pay the difference between the reduced sales load you paid and the sales load you should have paid. Otherwise, we will release the escrowed shares when you have invested the agreed amount.

 

 

Rights of Accumulation (“ROA”) allow you to combine Class A, Class B, Class C and WealthBuilder Portfolio shares of any Wells Fargo Advantage Fund already owned (excluding Wells Fargo Advantage money market fund shares, unless you notify us that you previously paid a sales load on these assets) in order to reach breakpoint levels and to qualify for sales load discounts on subsequent purchases of Class A or WealthBuilder Portfolio shares. The purchase amount used in determining the sales charge on your purchase will be calculated by multiplying the maximum public offering price by the number of Class A, Class B, Class C and WealthBuilder Portfolio shares of any Well Fargo Advantage Fund already owned and adding the dollar amount of your current purchase.

You may aggregate the following types of accounts indicated below to qualify for a volume discount:

 

    

Yes

  

No

Can this type of account be aggregated?

     

Individual accounts

   X   

Joint accounts

   X   

UGMA/UTMA accounts

   X   

Trust accounts over which the shareholders has individual or shared authority

   X   

Solely owned business accounts

   X   

 

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Yes

  

No

Retirement Plans

     

Traditional and Roth IRAs

   X   

SEP IRAs

   X   

SIMPLE IRAs that use the Wells Fargo Advantage Funds prototype agreement*

      X

SIMPLE IRAs that do not use the Wells Fargo Advantage Funds prototype agreement

   X   

403(b) Plan accounts

   X   

401(k) Plan accounts

      X

Other Accounts

     

529 Plan accounts*

      X

Accounts held through other brokerage firms

      X

 

* These accounts may be aggregated at the plan level for purposes of establishing eligibility for volume discounts. When plan assets in Fund Class A, Class B, Class C and WealthBuilder Portfolio shares (excluding Wells Fargo Advantage money market fund shares) reach a breakpoint, all plan participants benefit from the reduced sales charge. Participant accounts will not be aggregated with personal accounts.

Based on the above chart, if you believe that you own Fund shares in one or more accounts that can be combined with your current purchase to achieve a sales charge breakpoint, you must, at the time of your purchase specifically identify those shares to your selling agent or shareholder servicing agent. For an account to qualify for a volume discount, it must be registered in the name of, or held for the shareholder, his or her spouse or domestic partner, as recognized by applicable state law, or his or her children under the age of 21. Class A shares purchased at NAV will not be aggregated with other Fund shares for purposes of receiving a volume discount.

We reserve the right to enter into agreements that reduce or waive sales charges for groups or classes of shareholders. If you own Fund shares as part of another account or package such as an IRA or a sweep account, you should read the materials for that account. Those terms may supercede the terms and conditions discussed here. If you fall into any of the following categories, you can buy Class A shares at NAV:

 

   

Current and retired employees, directors/trustees and officers of:

 

   

Wells Fargo Advantage Funds (including any predecessor funds);

 

   

Wells Fargo & Company and its affiliates; and

 

   

family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above.

 

   

Current employees of:

 

   

the Fund’s transfer agent;

 

   

broker-dealers who act as selling agents;

 

   

family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above; and

 

   

each Fund’s sub-adviser, but only for the Fund(s) for which such sub-adviser provides investment advisory services.

 

   

Qualified registered investment advisers who buy through a broker-dealer or service agent who has entered into an agreement with the Fund’s distributor that allows for load-waived Class A purchases.

 

   

Investment companies exchanging shares or selling assets pursuant to a reorganization, merger, acquisition, or exchange offer to which the Fund is a party.

 

   

Section 529 college savings plan accounts.

 

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Insurance company separate accounts.

 

 

 

Fund of Funds, including those advised by Funds Management (Wells Fargo Advantage WealthBuilder PortfoliosSM), subject to review and approval by Funds Management.

 

   

Investors who receive annuity payments under either an annuity option or from death proceeds previously invested in a Fund may reinvest such payments or proceeds in the Fund within 120 days of receiving such distribution.

 

   

Investors who purchase shares that are to be included in certain retirement, benefit, pension, trust or investment “wrap accounts” or through an omnibus account maintained with a Fund by a broker-dealer.

Class B

Class B shares are closed to new investors and additional investments from existing shareholders, except that existing shareholders of Class B shares may reinvest any distributions into Class B shares and exchange their Class B shares for Class B shares of other Wells Fargo Advantage Funds (as permitted by the Funds’ exchange policies). No new or subsequent investments, including through automatic investment plans, will be allowed in Class B shares of the Funds, except through a distribution reinvestment or permitted exchange, or, in the case of the Acquiring Funds, to effectuate the contemplated Reorganization. For Class B shares currently outstanding and Class B shares acquired upon reinvestment of dividends, all Class B shares attributes, including associated CDSC schedules, conversion features, any applicable CDSC waivers, and distribution plan and shareholder services plan fees, will continue in effect. Existing shareholders of Class B shares who redeem their shares within six years of the purchase date may pay a CDSC based on how long such shareholders have held their shares. Certain exceptions apply (see “CDSC Waivers”). The CDSC schedules are as follows;

 

Equity and Fixed Income Funds

       

National Limited-Term Tax-Free Fund

Year

  

CDSC

       

Year

  

CDSC

Year 1

   5%       Year 1    3.00%

Year 2

   4%       Year 2    2.00%

Year 3

   3%       Year 3    1.00%

Year 4

   3%       Year 4    0.00%

Year 5

   2%       Year 5    A Shares

Year 6

   1%         

Year 7

   0%         

Year 8

   A Shares         

The CDSC percentage you pay on shares purchased prior to June 9, 2003, is applied to the lower of the NAV of the shares on the date of original purchase or the NAV of the shares on the date of redemption. For shares purchased on or after June 9, 2003, the CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase.

To determine whether the CDSC applies to a redemption, the Funds will first redeem shares acquired by reinvestment of any distributions and then will redeem shares in the order in which they were purchased (such that shares held the longest are redeemed first). After shares are held for six years, and three years for the National Limited-Term Tax-Free Fund, the CDSC expires. After shares are held for seven years, and four years for the National Limited-Term Tax-Free Fund, the Class B shares are converted to Class A shares to reduce your future ongoing expenses.

All Target Fund shares exchanged in the Reorganization, except for those Class B shares reorganizing into Class A shares, will continue to be subject to the current Target Funds CDSC schedule. Any shares of the Acquiring Funds purchased after the Reorganization will be subject to the Acquiring Funds CDSC schedule.

 

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Class C

You can buy Class C shares at the offering price, which is the NAV without an up-front sales charge. If you sell (redeem) your Class C shares within 1 year of the purchase date, you will pay a CDSC of 1.00%. At the time of purchase, the Fund’s distributor pays sales commissions of up to 1.00% of the purchase price to selling agents and up to 1.00% annually thereafter. The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase. Class C shares are not available for purchases of $1 million or more.

To determine whether the CDSC applies to a redemption, the Funds will first redeem shares acquired by reinvestment of any distributions and then will redeem shares in the order in which they were purchased (such that shares held the longest are redeemed first). Class C shares do not convert to Class A shares, and therefore continue to pay higher ongoing expenses.

CDSCs may be waived for certain redemptions and distributions.

CDSC Waivers

 

 

You will not be assessed a CDSC on Fund shares you redeem that were purchased with reinvested distributions.

 

 

We waive the CDSC for all redemptions made because of scheduled (Internal Revenue Code Section 72(t)(2) withdrawal schedule) or mandatory (withdrawals generally made after age 70 1/2 according to Internal Revenue Service guidelines) distributions from traditional Individual Retirement Accounts (IRAs) and certain other retirement plans. (See your retirement plan information for details.)

 

 

We waive the CDSC for redemptions made in the event of the last surviving shareholder’s death or for a disability suffered after purchasing shares. (“Disabled” is defined in Internal Revenue Code Section 72(m)(7).)

 

 

We waive the CDSC for redemptions made at the direction of Funds Management in order to, for example, complete a merger, or effect a Fund liquidation.

 

 

For Class B shares purchased after May 18, 1999, for former Norwest Advantage Funds shareholders and after July 17, 1999 for former Stagecoach Funds shareholders, for all Class B shares purchased after November 8, 1999, no CDSC is imposed on withdrawals that meet both of the following circumstances:

 

   

withdrawals are made by participating in the Systematic Withdrawal Plan; and

 

   

withdrawals may not exceed 10% of your Fund assets (limit for Class B shares calculated annually based on your anniversary date in the Systematic Withdrawal Plan).

 

 

We waive the Class C shares CDSC if the dealer of record waived its commission with a Fund’s approval.

 

 

We waive the Class C shares CDSC where a Fund did not pay a sales commission at the time of purchase.

We also reserve the right to enter into agreements that reduce or eliminate sales charges for groups or classes of shareholders, or for Fund shares included in other investment plans such as “wrap accounts.” If you own Fund shares as part of another account or package, such as an IRA or a sweep account, you should read the terms and conditions that apply for that account. Those terms and conditions may supercede the terms and conditions discussed here. For further information regarding CDSC waivers, contact your selling agent and see the Funds’ SAIs, which are incorporated by reference herein.

Target Fund shareholders who receive shares of an Acquiring Fund in connection with the Reorganization will not pay customary sales charges or other transaction charges for such Acquiring Fund shares. Class B shareholders of the National Limited-Term Tax-Free Fund who receive Class A shares of the Short-Term

 

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Municipal Bond Fund as part of the Reorganization will no longer be subject to their existing Class B CDSC schedule. Investor Class shareholders of the Balanced Fund and Administrator Class shareholders of the National Limited-Term Tax-Free Fund who receive Class A shares of the Asset Allocation Fund and Short-Term Municipal Bond Fund, respectively, will be permitted to continue to purchase Class A shares of their respective Acquiring Fund at net asset value, i.e. without paying the customary sales load. All other Target Fund shareholders will be subject to the customary sales loads for future purchases of Acquiring Fund shares.

Information regarding the Funds’ sales charges, breakpoints, and waivers is available free of charge on the Funds Web site (www.wellsfargo.com/advantagefunds).

Administrator Class, Advisor Class, Institutional Class and Investor Class

You can buy Administrator Class, Advisor Class, Institutional Class and Investor Class shares at the offering price, which is the NAV without an up-front sales charge.

Purchase, Redemption, and Exchange Policies. The following chart describes the Funds’ classes that will be distributed in the Reorganization.

 

Target Fund Class

  

Acquiring Fund Class

Administrator Class

   Administrator Class or Class A(1)

Advisor Class

   Class A(2)

Institutional Class

   Institutional Class

Investor Class

   Investor Class or Class A(3)

Class A

   Class A

Class B

   Class B or Class A(4)

Class C

   Class C

 

(1)

National Limited-Term Tax-Free Fund only.

(2)

Corporate Bond Fund only.

(3)

Balanced Fund only.

(4)

National Limited-Term Tax-Free Fund only.

The following chart highlights the purchase, redemption, and exchange policies for each relevant Class of the Funds.

 

Purchase, Redemption and Exchange Policies

  

Target Funds and Acquiring Funds

Minimum initial purchase (The Funds may waive the minimum initial investment under certain circumstances.)   

Investor Class:

Regular Accounts: $2,500

IRAs, IRA rollovers, Roth IRAs: $1,000

UGMA/UTMA accounts: $1,000

Employee Sponsored Retirement Plans: no minimum

Class A, Class B, and Class C:

Regular Accounts: $1,000

IRAs, IRA rollovers, Roth IRAs: $250

UGMA/UTMA accounts: $50

Employee Sponsored Retirement Plans: no minimum

Advisor Class

Regular Accounts: $1,000

IRAs, IRA rollovers, Roth IRAs: $250

Employee Sponsored Retirement Plans: no minimum

Institutional Class: $5 million/otherwise dependent on eligibility requirements*

Administrator Class: $1 million/otherwise dependent on eligibility requirements**

 

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Purchase, Redemption and Exchange Policies

  

Target Funds and Acquiring Funds

Subsequent Purchases

  

Investor Class, Class A, Class B and Class C:

Regular Accounts: $100

IRAs, IRA rollovers, Roth IRAs: $100

UGMA/UTMA accounts: $50

Employee Sponsored Retirement Plans: no minimum

Advisor Class:

Regular Accounts: $100

IRAs, IRA rollovers, Roth IRAs: $100

Employee Sponsored Retirement Plans: no minimum

Administrator Class and Institutional Class: no minimum

Purchases

  

Investor Class, Class A, Class B and Class C:

Shares may be purchased by mail, phone, through an Automatic Investment Plan, by Payroll Direct Deposit, at the Investor Center, online, by wire, or through a financial intermediary, subject to certain conditions.

Administrator Class, Advisor Class and Institutional Class:

Shares may be purchased through certain financial intermediaries and by certain institutions by phone, at the Investor Center, online, by wire, and through a financial intermediary, subject to certain conditions.

Redemptions

  

Investor Class, Class A, Class B and Class C:

Redemption requests may be submitted by mail, by phone, by Electronic Funds Transfer, through a Systematic Withdrawal Plan, online, at the Investor Center, by wire, or through a financial intermediary, subject to certain conditions.

Administrator Class, Advisor Class and Institutional Class:

Redemption requests may be submitted through certain financial intermediaries and by certain institutions by phone, by Electronic Funds Transfer, at the Investor Center, online, by wire, and through a financial intermediary, subject to certain conditions.

Exchange privileges

   In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e. a Fund not closed to new accounts) and, you must exchange at least the minimum initial purchase amount for the new fund. In addition, Class A shares of a non-money market fund may be exchanged for Service Class shares of any money market fund. Class C shares of a non-money market Fund may be exchanged for Class A shares of the Wells Fargo Advantage Money Market Fund. Exchanges may be made through an Automatic Exchange Plan, subject to certain conditions.

 

*

The following entities are eligible to purchase Institutional Class shares: employee benefit plan programs that have at least $100 million in plan assets; broker-dealer managed account or wrap programs that charge an asset-based fee and have program assets of at least $100 million; registered investment adviser mutual fund wrap programs that charge an asset-based fee and have program assets of at least $100 million; Internal Revenue Code Section 529 college savings plan accounts; fund of funds including those advised by Funds Management (Wells Fargo Advantage WealthBuilder PortfoliosSM); Investment Management and Trust Departments of Wells Fargo Bank purchasing shares on behalf of their clients; and under certain circumstances and for certain groups as detailed in the Funds’ SAIs.

 

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**

The following entities are eligible to purchase Administrator Class shares: employee benefit plan programs that have at least $10 million in plan assets; broker-dealer managed account or wrap programs that charge an asset-based fee; registered investment adviser mutual fund wrap programs that charge an asset-based fee; Internal Revenue Code Section 529 college savings plan accounts; fund of funds including those advised by Funds Management (Wells Fargo Advantage WealthBuilder PortfoliosSM); Investment Management and Trust Departments of Wells Fargo Bank purchasing shares on behalf of their clients; and under certain circumstances and for certain groups as detailed in the Funds’ SAI.

If the transfer agent receives your application in proper order before the close of the NYSE, your transactions will be priced at that day’s NAV. If your application is received after the close of trading on the NYSE, it will be priced at the next business day’s NAV. The Funds will process requests to sell shares at the first NAV calculated after a request in proper form is received by the transfer agent. Requests received before the cutoff time are processed on the same business day. The Funds reserve the right to refuse or cancel a purchase or exchange order for any reason, including if the Funds believe that doing so would be in the best interests of a Fund’s shareholders.

We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer or the Automatic Investment Plan, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Funds’ SAIs, which are incorporated by reference herein.

Although generally the Funds pay redemption requests in cash, the Funds reserve the right to determine in their sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the 1940 Act, and the rules thereunder. The redeeming shareholder should expect to incur transaction costs upon the disposition of the securities received.

If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supercede the directions in this Prospectus/Proxy Statement.

For a more complete discussion of the Target Funds’ purchase, redemption, and exchange policies, please see the Target Funds’ prospectuses and SAIs, which are incorporated by reference into this Prospectus/Proxy Statement.

Redemption Fees. The following table compares the redemption fees charged on the stated Funds:

 

Target Fund

   Redemption
Fee
    Holding
Period
   Acquiring Fund    Redemption
Fee
    Holding
Period

High Yield Bond Fund

   2 %   30 days    High Income Fund    2 %   30 days

Overseas Fund

   2 %   30 days    International Equity Fund    2 %   30 days

Value Fund

   1 %   365 days    C&B Large Cap Value Fund    —       —  

Shares of the Acquiring Funds purchased after the Reorganization will be subject to the new fees and holding periods, as shown above. Shares of the Acquiring Funds that are distributed in the Reorganization will not be subject to a redemption fee.

 

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The redemption fee for a Fund is intended to compensate the Fund for the increased expenses to longer-term shareholders and the disruptive effect on the Fund’s portfolio caused by short-term investments. This redemption fee is retained by the Fund.

To determine whether the redemption fee applies, the Acquiring Fund will first redeem shares acquired by reinvestment of any distributions of net investment income and realized capital gain, and then will redeem shares in the order in which they were purchased (such that shares held the longest are redeemed first).

Please note that in certain cases, your financial intermediary or the Investor Center will need to be notified in order to waive the redemption fee. The redemption fee will be waived on sales or exchanges of Acquiring Fund shares made under the following circumstances:

 

   

shares that were purchased with reinvested distributions;

 

 

 

in order to meet scheduled (Internal Revenue Code Section 72(t) withdrawal schedule) or mandatory distributions (withdrawals generally made after age 70 1/2 according to IRS guidelines) from traditional IRAs and certain other retirement plans. (See your retirement plan information for details);

 

   

in the event of the last surviving shareholder’s death or for a disability suffered after purchasing shares. (“Disability” is defined in Internal Revenue Code Section 72(m)(7));

 

   

redemptions initiated by a Fund;

 

   

conversion of shares from one share class to another in the same Fund;

 

   

redemptions in connection with a non-discretionary portfolio rebalancing associated with certain wrap accounts and certain retirement plans;

 

   

taking out a distribution or loan from a defined contribution plan;

 

   

to effect, through a redemption and subsequent purchase, an account registration change within the same Fund;

 

   

due to participation in the Systematic Withdrawal Plan;

 

 

 

Fund of Funds, including those advised by Funds Management (Wells Fargo Advantage WealthBuilder PortfoliosSM), subject to review and approval by Funds Management;

 

   

transactions by Section 529 college savings plan accounts; and

 

   

if Funds Management determines in its discretion such a waiver is consistent with the best interests of a Fund’s shareholders.

In addition, certain brokers, retirement plan administrators and/or fee-based program sponsors who maintain underlying shareholder accounts do not have the systems capability to track and assess redemption fees. Though these intermediaries will be asked to assess redemption fees on shareholder and participant accounts and remit these fees to the Fund, there are no assurances that all intermediaries will properly assess redemption fees. Further, a financial intermediary may apply different methodologies than those described above in assessing redemption fees or may impose their own redemption fee that may differ from the Fund’s redemption fee. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how redemption fees will be applied to your account.

Frequent Purchases and Redemptions of Fund Shares Policies and Procedures. The Funds reserve the right to reject any purchase or exchange order for any reason. The Funds are not designed to serve as vehicles for frequent trading. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.

Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can

 

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negatively impact a Fund’s long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.

The Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Fund shareholders. The Board has approved the Funds’ policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Fund by increasing expenses or lowering returns. In this regard, the Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Fund shareholders. Funds Management monitors available shareholder trading information across all Funds on a daily basis. Funds Management will temporarily suspend the purchase and exchange privileges of an investor who completes a purchase and redemption in a Fund within 30 calendar days. Such investor will be precluded from investing in the Fund for a period of 30 calendar days.

A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus/Proxy Statement. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading in instances where Funds Management reasonably believes that the intermediary’s policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.

Certain purchases and redemptions made under the following circumstances will not be factored into Funds Management’s analysis of frequent trading activity including, but not limited to: reinvestment of dividends; retirement plan contributions, loans and distributions (including hardship withdrawals); non-discretionary portfolio rebalancing associated with certain wrap accounts and retirement plans; and transactions in Class 529 shares and funds of funds.

Distribution Policies. The Funds make distributions of net investment income, if any, as shown below and capital gains, if any, at least annually.

 

Fund

   Monthly(1)    Quarterly    Annually

Income Funds and Municipal Income Funds

   X      

Allocation Funds

      X   

Equity Funds

         X

 

(1) Intermediate Government Income Fund and Income Plus Fund distributions are accrued and paid monthly. All other Income and Municipal Income Funds distributions are accrued daily and paid monthly.

Distributions from the Funds are automatically reinvested in additional shares unless another option is available and chosen. For the Funds’ Investor Class, Class A, Class B, and Class C shares, other options are to receive checks for these payments, have them automatically invested in another Fund, or have them deposited into your bank account. If checks remain uncashed for six months or are undeliverable by the Post Office, the distributions may be reinvested. Any distribution from a Fund returned because of an invalid banking instruction is sent to the address of record by check, and future distributions are automatically reinvested.

 

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General. For more information, please read the Target Funds’ prospectuses and SAIs and the Acquiring Funds’ SAIs, which are incorporated by reference herein.

Compensation to Dealers and Shareholder Servicing Agents

In addition to dealer reallowances and payments made by each Fund for distribution and shareholder servicing, the Fund’s adviser, the distributor or their affiliates make additional payments (“Additional Payments”) to certain selling or shareholder servicing agents for the Fund, which include broker-dealers. These Additional Payments are made in connection with the sale and distribution of shares of the Fund or for services to the Fund and its shareholders. These Additional Payments, which may be significant, are paid by the Fund’s adviser, the distributor or their affiliates, out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex.

In return for these Additional Payments, the Fund’s adviser and distributor expect to receive certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the selling agent’s clients (sometimes referred to as “Shelf Space”); access to the selling agent’s registered representatives; and/or ability to assist in training and educating the selling agent’s registered representatives.

Certain selling or shareholder servicing agents receive these Additional Payments to supplement amounts payable by the Fund under the shareholder servicing plans. In exchange, these agents provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by a Fund’s transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).

The Additional Payments may create potential conflicts of interests between an investor and a selling agent who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial consultant and review carefully any disclosure by the selling agent as to what monies they receive from mutual fund advisers and distributors, as well as how your financial consultant is compensated.

The Additional Payments are typically paid in fixed dollar amounts, or based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and shareholder servicing agents. Additional Payments to a selling agent that is compensated based on its customers’ assets typically range between 0.05% and 0.30% in a given year of assets invested in the Fund by the selling agent’s customers. Additional Payments to a selling agent that is compensated based on a percentage of sales typically range between 0.10% and 0.15% of the gross sales of the Fund attributable to the selling agent. In addition, representatives of the Fund’s distributor visit selling agents on a regular basis to educate their registered representatives and to encourage the sale of Fund shares. The costs associated with such visits may be paid for by the Fund’s adviser, distributor, or their affiliates, subject to applicable FINRA regulations.

More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Funds’ SAIs, which are incorporated by reference herein.

 

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Comparison of Investment Advisory Fees

Funds Management, a registered investment adviser, serves as the investment adviser for both the Target Funds and the Acquiring Funds. Thus, there will be no change in investment adviser if the Reorganization is approved. Funds Management, an indirect, wholly owned subsidiary of Wells Fargo & Company, was created to assume the mutual fund advisory responsibilities of Wells Fargo Bank and is an affiliate of Wells Fargo Bank. Wells Fargo Bank, which was founded in 1852, is the oldest bank in the western United States and is one of the largest banks in the United States. As adviser, Funds Management is responsible for implementing the investment policies and guidelines for the Funds and for supervising the sub-advisers who are responsible for the day-to-day portfolio management of the Funds. For providing these services, Funds Management is entitled to receive fees as described in the table below. A discussion regarding the basis for the Board’s approval of the investment advisory and sub-advisory agreements for the Asset Allocation Fund, C&B Large Cap Value Fund and International Equity Fund is available in the Funds’ semi-annual report for the fiscal half-year ended March 31, 2007, for the Government Securities Fund, High Income Fund and Income Plus Fund is available in the Funds’ annual report for the fiscal year ended May 31, 2007, and for the Municipal Bond Fund and Short-Term Municipal Bond Fund is available in the Funds’ annual report for the fiscal year ended June 30, 2007.

Wells Fargo & Company is a diversified financial services company providing banking, insurance, investments, mortgage and consumer finance services. The involvement of various subsidiaries of Wells Fargo & Company, including Funds Management, in the management and operation of the Funds and in providing other services or managing other accounts gives rise to certain actual and potential conflicts of interest.

For example, certain investments may be appropriate for a Fund and also for other clients advised by Funds Management and its affiliates, and there may be market or regulatory limits on the amount of investment, which may cause competition for limited positions. Also, various client and proprietary accounts may at times take positions that are adverse to a Fund. Funds Management applies various policies to address these situations, but a Fund may nonetheless incur losses or underperformance during periods when Wells Fargo & Company, its affiliates and their clients achieve profits or outperformance.

Wells Fargo & Company may have interests in or provide services to portfolio companies or Fund shareholders or intermediaries that may not be fully aligned with the interests of all investors. Funds Management and its affiliates serve in multiple roles, including as investment adviser and, for most Wells Fargo Advantage Funds, sub-adviser, as well as administrator, principal underwriter, custodian and securities lending agent.

These are all considerations of which an investor should be aware and which may cause conflicts that could disadvantage a Fund. Funds Management has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest.

The following chart highlights the annual contractual rate of investment advisory fees payable by each Target Fund and Acquiring Fund as a percentage of the Fund’s average daily net assets.

 

TARGET FUND/ACQUIRING FUND

   ADVISORY FEE (CONTRACTUAL)

Balanced Fund

   0.65%

0.60%

0.55%

0.525%

0.50%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Asset Allocation Fund

   0.65%

0.60%

0.55%

0.525%

0.50%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

 

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TARGET FUND/ACQUIRING FUND

   ADVISORY FEE (CONTRACTUAL)

Corporate Bond Fund

   0.45%

0.40%

0.35%

0.325%

0.30%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Income Plus Fund

   0.55%

0.50%

0.45%

0.425%

0.40%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

High Yield Bond Fund

   0.55%

0.50%

0.45%

0.425%

0.40%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

High Income Fund

   0.55%

0.50%

0.45%

0.425%

0.40%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Intermediate Government Income Fund

   0.45%

0.40%

0.35%

0.325%

0.30%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Government Securities Fund

   0.45%

0.40%

0.35%

0.325%

0.30%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

National Limited-Term Tax-Free Fund

   0.40%

0.35%

0.30%

0.275%

0.25%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Short-Term Municipal Bond Fund

   0.40%

0.35%

0.30%

0.275%

0.25%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

National Tax-Free Fund

   0.40%

0.35%

0.30%

0.275%

0.25%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Municipal Bond Fund

   0.40%

0.35%

0.30%

0.275%

0.25%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

 

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TARGET FUND/ACQUIRING FUND

   ADVISORY FEE (CONTRACTUAL)

Overseas Fund

   0.95%

0.90%

0.85%

0.825%

0.80%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

International Equity Fund

   0.95%

0.90%

0.85%

0.825%

0.80%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

Value Fund

   0.70%

0.65%

0.60%

0.575%

0.55%

   First $500M

Next $500M

Next $2B

Next $2B

Over $5B

C&B Large Cap Value Fund1

   0.00%    All asset levels

 

1

Because the C&B Large Cap Value Fund is a gateway feeder fund that invests all of its assets in a single portfolio (the C&B Large Cap Value Portfolio) of Wells Fargo Master Trust, investment advisory services are provided only at the master portfolio level. Accordingly, advisory fees are paid only at the master portfolio level, which current advisory fee rate (contractual) is identical to that of the Value Fund disclosed in the above table. This fee rate would be the proposed advisory fee rate payable to Funds Management as adviser if the C&B Large Cap Value Fund converts into a stand-alone fund.

Wells Capital Management Incorporated (“Wells Capital Management”), an affiliate of Funds Management and an indirect wholly owned subsidiary of Wells Fargo & Company, is the investment sub-adviser for all of the Target Funds and Acquiring Funds, except for the C&B Large Cap Value Fund, International Equity Fund, Overseas Fund and Value Fund. Accordingly, Wells Capital Management is responsible for the day-to-day investment management activities of these Funds. Wells Capital Management is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies, and high net-worth individuals.

Artisan Partners Limited Partnership (“Artisan”), a Milwaukee-based registered investment adviser, is one of three investment sub-advisers for the International Equity Fund. In this capacity, it is responsible for the day-to-day investment management of the Fund. Artisan is a registered investment adviser that provides investment management services to other mutual funds, corporate clients, endowments and foundations and multi-employer and public retirement plans.

Cooke & Bieler, L.P. (“Cooke & Bieler”), a Pennsylvania limited parternship, is the investment sub-adviser for the Value Fund, C&B Large Cap Value Fund and master portfolio in which the C&B Large Cap Value Fund invests its assets. Accordingly, Cooke & Bieler is responsible for the day-to-day investment management activities of these Funds. Cooke & Bieler is a registered investment adviser that provides investment management services to corporations, foundations, endowments, pension and profit sharing plans, trusts, estates and other institutions and individuals since 1951.

LSV Asset Management (“LSV”) is one of three investment sub-advisers for the International Equity Fund. In this capacity, it is responsible for the day-to-day investment management of the Fund. LSV is a registered investment adviser that provides investment management services to other mutual funds, corporate clients, endowments and foundations in addition to multi-employer and public retirement plans.

 

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New Star Institutional Managers Limited (“New Star”) is a London-based U.S.-registered investment adviser that serves as an investment sub-adviser for the Overseas Fund and one of three investment sub-advisers for the International Equity Fund. In this capacity, it is responsible for the day-to-day investment management of the Funds. New Star provides investment advisory services to foreign- and U.S.-based corporate, endowment and foundation clients.

If the Overseas Fund shareholders approve the Reorganization, they will, in effect, be approving Artisan and LSV as two new investment sub-advisers in addition to New Star. For a description of the portfolio managers for the Target Funds and Acquiring Funds, see Exhibit D.

Dormant Investment Advisory Arrangement. Under the investment advisory contract for the C&B Large Cap Value Fund, Funds Management does not receive any compensation from the Fund under this arrangement as long as the Fund continues to invest, as it does today, substantially all of its assets in a single master portfolio. Under this structure, Funds Management receives only an advisory fee from the master portfolio. If the Fund were to change its investment structure so that it begins to invest substantially all of its assets in two or more master portfolios, Funds Management would be entitled to receive an annual fee of 0.25% of the Fund’s average daily net assets for providing investment advisory services to the Fund, including the determination of the asset allocations of the Fund’s investments in the various master portfolios.

Under the investment advisory contract for the C&B Large Cap Value Fund, Funds Management acts as investment adviser for the Fund’s assets redeemed from a master portfolio and invested directly in a portfolio of securities. Funds Management does not receive compensation under this arrangement as long as the Fund invests substantially all of its assets in a single master portfolio. If the Fund redeems assets from the master portfolio and invests them directly, Funds Management would be entitled to receive an investment advisory fee from the Fund for the management of those assets.

Dormant Multi-Manager Arrangement. The Board has adopted a “multi-manager” arrangement for the C&B Large Cap Value Fund, Government Securities Fund, High Income Fund, Municipal Bond Fund and Short-Term Municipal Bond Fund. Under this arrangement, a Fund and Funds Management may engage one or more sub-advisers to make day-to-day investment decisions for the Fund’s assets. Funds Management would retain ultimate responsibility (subject to the oversight of the Board) for overseeing the sub-advisers and may, at times, recommend to the Board that the Fund: (1) change, add or terminate one or more sub-advisers; (2) continue to retain a sub-adviser even though the sub-adviser’s ownership or corporate structure has changed; or (3) materially change a sub-advisory agreement with a sub-adviser.

Applicable law generally requires a Fund to obtain shareholder approval for most of these types of recommendations, even if the Board approves the proposed action. Under the “multi-manager” arrangement approved by the Board, the Fund will seek exemptive relief, if necessary, from the SEC to permit Funds Management (subject to the Board’s oversight and approval) to make decisions about the Fund’s sub-advisory arrangements without obtaining shareholder approval. The Fund will continue to submit matters to shareholders for their approval to the extent required by applicable law. Meanwhile, this multi-manager arrangement will remain dormant and will not be implemented until shareholders are further notified.

 

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Other Principal Service Providers

The service providers for each of the Target Funds and Acquiring Funds are the same, except, that if the Overseas Fund shareholders approve the Reorganization, the Overseas Fund will be approving two new investment sub-advisers in addition to its current investment sub-adviser. The following is a list of principal service providers for the Target Funds and the Acquiring Funds.

 

Service Providers

Service

  

Target Funds

  

Acquiring Funds

Investment Adviser

  

Wells Fargo Funds Management, LLC

525 Market Street

San Francisco, CA 94105

  

Wells Fargo Funds Management, LLC

525 Market Street

San Francisco, CA 94105

Sub-Adviser   

Wells Capital Management Incorporated

525 Market Street

San Francisco, CA 94105

(Sub-Adviser to each of the Target Funds, except the Overseas Fund and Value Fund)

 

New Star Institutional Managers Limited

1 Knightsbridge Green,

London, SW1X 7NE

England

(Sub-Adviser to the Overseas Fund)

 

Cooke & Bieler, L.P.

1700 Market Street

Philadelphia, PA 19103

(Sub-Adviser to the Value Fund)

  

Wells Capital Management Incorporated

525 Market Street

San Francisco, CA 94105

(Sub-Adviser to each of the Acquiring Funds, except the C&B Large Cap Value Fund and International Equity Fund)

 

Cooke & Bieler, L.P.

1700 Market Street

Philadelphia, PA 19103

(Sub-Adviser to the C&B Large Cap Value Fund)

 

Artisan Partners Limited Partnership

875 E. Wisconsin Avenue, Suite 800

Milwaukee, WI 53202

(Sub-Adviser to the International Equity Fund)

 

LSV Asset Management

1 N. Wacker Drive, Suite 4000

Chicago, IL 60606

(Sub-Adviser to the International Equity Fund)

 

New Star Institutional Managers Limited

1 Knightsbridge Green,

London, SW1X 7NE

England

(Sub-Adviser to the International Equity Fund)

Distributor   

Wells Fargo Funds Distributor, LLC

525 Market Street

San Francisco, CA 94105

  

Wells Fargo Funds Distributor, LLC

525 Market Street

San Francisco, CA 94105

Administrator    Wells Fargo Funds Management, LLC    Wells Fargo Funds Management, LLC
Custodian    Wells Fargo Bank, N.A. 6th St. & Marquette Minneapolis, MN 55479    Wells Fargo Bank, N.A. 6th St. & Marquette Minneapolis, MN 55479
Fund Accountants   

PFPC, Inc.

400 Bellevue Parkway

Wilmington, DE 19809

  

PFPC, Inc.

400 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent and Dividend Disbursing Agent   

Boston Financial Data Services, Inc.

1250 Hancock Street

Quincy, MA 02169

  

Boston Financial Data Services, Inc.

1250 Hancock Street

Quincy, MA 02169

 

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Terms of the Reorganization

At the effective time of the Reorganization, each Acquiring Fund will acquire substantially all of the assets and assume substantially all of the liabilities of its corresponding Target Fund in exchange for shares of equal value of such Acquiring Fund. The Reorganization is governed by the Reorganization Plan.

Each Acquiring Fund, for each share class, will issue the number of full and fractional shares determined by dividing the net value of all the assets of each respective Target Fund class by the NAV of one share of the Acquiring Fund class. Based on this calculation, Wells Fargo Advantage Funds will issue shares of each Acquiring Fund class with an aggregate NAVe equal to that of the corresponding Target Fund class. Because the C&B Large Cap Value Fund is a gateway feeder fund that invests all of its assets in a master portfolio of Wells Fargo Master Trust, the Reorganization contemplates that the C&B Large Cap Value Fund will transfer its assets to the master portfolio as an in-kind contribution in exchange for interests in the master portfolio.

The Reorganization Plan, attached as Exhibit G, provides the time for and method of determining the net value of the Target Funds’ assets and the NAV of a share of the Acquiring Funds. To determine the valuation of the assets transferred by each Target Fund and the number of shares of each Acquiring Fund to be transferred, the parties will use the standard valuation methods used by the Acquiring Funds in determining daily NAVs, which are identical to the methods used by the Target Funds. The valuation will be done immediately prior to the closing of the Reorganization, which is expected to occur on or about July 18, 2008, and will be done at the time of day the Target Funds and Acquiring Funds ordinarily calculate their NAVs.

Each Target Fund will distribute the Acquiring Fund shares it receives in the Reorganization to its shareholders. Shareholders of record of each Target Fund will be credited with shares of the corresponding Class of the corresponding Acquiring Fund equal in value to the Target Fund shares that the shareholders hold of record at the effective time of the Reorganization. Each shareholder will also have the right to receive any unpaid distributions that Wells Fargo Advantage Funds declared with respect to the shareholder’s Target Fund shares before the effective time of the Reorganization. At that time or as soon as reasonably practical after the effective time of the Reorganization, Wells Fargo Advantage Funds will dissolve and liquidate each Target Fund, and terminate each Target Fund as a series of Wells Fargo Advantage Funds in accordance with applicable law and its Declaration of Trust.

A majority of the Board may terminate the Reorganization Plan on behalf of a Target or Acquiring Fund under certain circumstances. Completion of the Reorganization is subject to numerous conditions set forth in the Reorganization Plan. An important condition to closing is that Wells Fargo Advantage Funds receives a tax opinion generally to the effect that the Reorganization will qualify as a “reorganization” for U.S. federal income tax purposes. As such, the Reorganization generally will not be taxable for such purposes to the Target Funds, the Acquiring Funds or the Target Funds’ shareholders. Another condition is that each Target Fund distributes all of its previously undistributed taxable income and recognized net capital gains to its shareholders immediately before the closing of the Reorganization. The closing is also conditioned upon both the Target Funds and Acquiring Funds receiving the necessary documents to transfer the assets and liabilities of each Target Fund to its corresponding Acquiring Fund, and to transfer the Acquiring Fund shares back to its corresponding Target Fund in exchange for the assets received.

Board Consideration of the Reorganization

Common Considerations

The Board considered the Reorganization of the Target Funds into the Acquiring Funds at its regular quarterly meetings held on August 8, 2007, and November 7, 2007. Funds Management provided materials on the Reorganization to the Board. Those materials included information on the investment objectives, principal investments and principal investment strategies of the Target Funds and the Acquiring Funds, comparative operating expense ratios, asset size, risk profile and performance information, and an analysis of the projected

 

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benefits to Target Fund shareholders from the Reorganization. After discussing and considering these materials, the Board unanimously approved the Reorganization Plan and determined that the Reorganization of the Target Funds into the Acquiring Funds would be in the best interests of each Target Fund and its shareholders. The Board further determined that the interests of existing shareholders of each Fund would not be diluted as a result of the Reorganization. Consequently, the Board unanimously recommends that Target Fund shareholders vote to approve the Reorganization for the following reasons:

 

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ENHANCED VIABILITY

The combined Funds are expected to be more viable because Wells Fargo Advantage Funds will be able to concentrate its marketing efforts on the combined Funds, rather than similar but separate Funds in each case. The Target Funds generally have been experiencing net redemptions or flat or uneven asset growth while the Acquiring Funds generally have been experiencing net subscriptions, providing a further indication of their greater viability.

 

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PORTFOLIO MANAGEMENT

The Reorganization also should permit the combined Funds to diversify more broadly and take advantage of the greater purchasing power that is derived from the inclusion of additional assets. Other potential portfolio management benefits from a larger asset base include reduced trading costs and more efficient cash management.

 

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STREAMLINED PRODUCT LINE

The Reorganization, together with other reorganizations currently in progress, will streamline Wells Fargo Advantage Funds by combining Funds with common or similar investment objectives, principal investments, principal investment strategies or portfolio securities. By reorganizing the Target Funds, Wells Fargo Advantage Funds is able to take steps towards eliminating duplicative costs and improving potential shareholder returns. The elimination of duplicative costs and the spreading of certain costs across a larger asset base also can lead to reductions in net operating expense ratios.

 

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GREATER ECONOMIES OF SCALE

The Target Funds have the potential to benefit from greater economies of scale by, among other things, reorganizing into funds with greater assets, thereby reducing certain fixed costs (such as legal, compliance and board of trustee expenses) as a percentage of fund assets. In addition, as a result of the Reorganization, certain funds may benefit from economies of scale as a result of reaching breakpoints in fee schedules.

 

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COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES

As discussed in the section entitled “Comparison of Investment Objectives, Principal Investments and Principal Investment Strategies,” each Acquiring Fund and corresponding Target Fund have compatible investment objectives, principal investments and principal investment strategies. As a result, the Reorganization is not expected to cause significant portfolio turnover or transaction expenses from the sale of securities that are incompatible with the investment objective(s) of the Acquiring Fund. The Reorganization also is not expected to significantly alter the risk/potential return profile of any shareholder’s investment.

 

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COMPARATIVE PERFORMANCE

In each reorganization, the Acquiring Fund has comparable or better total return or yield performance over most measurement periods than the corresponding Target Fund. Shareholders can consult the chart in the section entitled “Comparison of Performance” for Fund-specific performance comparisons.

 

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TOTAL AND NET OPERATING EXPENSES OF THE FUNDS

The Board considered the total and net annual fund operating expenses for each Target Fund and corresponding Acquiring Fund. For each reorganization, the Acquiring Fund class will have a lower or equal net operating expense ratio than the corresponding class of the Target Fund, with the exception of the Institutional Class of the Overseas Fund (described more fully in the following sub-section entitled “Specific Considerations”). Thus, with this limited exception, all Target Fund shareholders will pay the same or lower fees as a result of the Reorganization. Shareholders can consult the section entitled “Comparison of Current Fees and Pro Forma Fees” for Fund-specific total and net operating expenses comparisons.

 

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EXPECTED TAX-FREE CONVERSION OF THE TARGET FUND SHARES

The Board also considered the expectation that the Reorganization will be treated as a “reorganization” for U.S. federal income tax purposes. If, prior to the Reorganization, you as a Target Fund shareholder were to redeem your investment in the Target Fund and invest the proceeds in another fund or other investment product, you generally would recognize gain or loss for U.S. federal income tax purposes upon the redemption of the shares. By contrast, by participating in the Reorganization, it is expected that: (1) you will not recognize a taxable gain or a loss on the exchange of your Target Fund shares for shares of the same or a comparable Class of the corresponding Acquiring Fund; (2) you will have the same tax basis in your Acquiring Fund shares as you had in your Target Fund shares; and (3) assuming that you hold your Target Fund shares as a capital asset, the same holding period for your Acquiring Fund shares will include the period for which you held your Target Fund shares. As a shareholder of an open-end fund, you will continue to have the right to redeem any or all of your shares at net asset value at any time. At that time, you generally would recognize a gain or loss for U.S. federal income tax purposes. Shareholders should review the section entitled “Material U.S. Federal Income Tax Consequences of the Reorganization” for the material U.S. federal income tax consequences of the Reorganization.

 

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EXPENSES OF THE REORGANIZATION

Funds Management has agreed to bear all of the expenses of preparing, printing, and mailing the Prospectus/Proxy Statement and related solicitation expenses for the approval of the Reorganization, so shareholders of the Target Funds and Acquiring Funds will not bear these costs.

Specific Considerations

The Board also considered certain factors specific to each Fund in concluding that the proposed Reorganization is in the best interests of each Target Fund’s shareholders. Some of the specific key factors that the Board considered for each reorganization are detailed below.

Balanced Fund/Asset Allocation Fund

The Board considered the duplicative nature of maintaining two Funds that have similar investment objectives, principal investments and principal investment strategies and “neutral” target allocations (60% of total assets in equity securities and 40% of total assets in fixed income securities). The Board considered the Balanced Fund’s continuous net redemptions and decrease in assets over the past several years and its smaller asset base (approximately $129 million) as compared to that of the Asset Allocation Fund (approximately $1.086 billion). The Board considered that the Asset Allocation Fund’s tactical allocation model could recommend a change in the Fund’s equity target allocation to between 35% and 85% of the Fund’s total assets (as compared to a static 60% for the Balanced Fund) and to between 15% and 65% of the Fund’s total assets for the fixed income target allocation (as compared to a static 40% for the Balanced Fund), possibly affecting the risk profile of the Asset Allocation Fund during these periods of deviation from the Fund’s “neutral” target allocations. However, the Board also considered that both Funds’ “neutral” target allocations are the same, that the Asset Allocation

 

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Fund’s asset allocation model allows for the Fund to be more flexible in addressing changes in market conditions, and that the Asset Allocation Fund’s sub-adviser does not anticipate making a substantial number of target allocation changes. The Board also considered that the Asset Allocation Fund had better performance over all measurement periods, that both Funds are managed by the same sub-adviser, and that the Balanced Fund’s net operating expenses would be reduced with this reorganization.

Corporate Bond Fund/Income Plus Fund

The Board considered the Corporate Bond Fund’s significant net redemptions and decrease in assets over the past several years, and that the Income Plus Fund had better or comparable performance than the Corporate Bond Fund over all measurement periods. The Board also noted that the same sub-adviser manages both Funds. Although the Board noted that the Income Plus Fund’s asset base was smaller than that of the Corporate Bond Fund (approximately $51 million and $241 million, respectively), the Board recognized that the Corporate Bond Fund’s assets had significantly decreased in the last five years and that the Income Plus Fund was given the highest overall rating (5 stars) by Morningstar. The Board noted that corporate debt investment strategies are a narrow segment of the fixed income market and that the Income Plus Fund’s principal investment strategies include holding mortgage-and asset-backed securities and U.S. Government obligations in addition to corporate debt securities. The Board also considered that the net operating expenses for all share classes of the Corporate Bond Fund would be reduced or would remain the same with this reorganization.

High Yield Bond Fund/High Income Fund

The Board considered the duplicative nature of maintaining two Funds that have the same investment objectives and similar principal investments and principal investment strategies. The Board considered the High Yield Bond Fund’s smaller asset base (approximately $91 million) as compared to that of the High Income Fund (approximately $323 million). The Board noted that the High Income Fund has higher volatility than the High Yield Bond Fund, but considered that both Funds are managed by the same sub-adviser, and that the High Income Fund had better performance over all measurement periods and had a longer operating history. The Board further noted that the net operating expenses for all share classes of the High Yield Bond Fund would be reduced with this reorganization.

Intermediate Government Income Fund/Government Securities Fund

The Board considered the duplicative nature of maintaining two Funds that have substantially similar investment objectives, principal investments and principal investment strategies. The Board considered the Intermediate Government Income Fund’s continuous net redemptions and decrease in assets over the past several years, and the Intermediate Government Income Fund’s smaller asset base (approximately $362 million) as compared to that of the Government Securities Fund (approximately $1.218 billion). The Board noted that the Government Securities Fund has a duration that is one year longer than the Intermediate Government Income Fund, and thus has higher volatility than the Intermediate Government Income Fund, but considered that both Funds are managed by the same sub-adviser, and that the Government Securities Fund had better performance over all measurement periods and had a longer operating history. The Board further noted that the net operating expenses for all share classes of the Intermediate Government Income Fund would be reduced or would remain the same with this reorganization.

National Limited-Term Tax-Free Fund/Short-Term Municipal Bond Fund

The Board considered the duplicative nature of maintaining two Funds that have substantially similar investment objectives, principal investments and principal investment strategies. The Board considered the National Limited-Term Tax-Free Fund’s smaller asset base (approximately $88 million) as compared to that of the Short-Term Municipal Bond Fund (approximately $672 million). The Board also considered that both Funds are managed by the same sub-adviser and portfolio managers, and that the Short-Term Municipal Bond Fund had

 

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better performance over all measurement periods, was given the highest overall rating (5 stars) by Morningstar, and had a longer operating history. The Board further noted that the net operating expenses for all share classes of the National Limited-Term Tax-Free Fund would be reduced or would remain the same with this reorganization.

National Tax-Free Fund/Municipal Bond Fund

The Board considered the duplicative nature of maintaining two Funds that have substantially similar investment objectives, principal investments and principal investment strategies. The Board considered the National Tax-Free Fund’s smaller asset base (approximately $258 million) as compared to that of the Municipal Bond Fund (approximately $395 million). The Board noted that the Municipal Bond Fund may invest a higher percentage of its assets in below investment-grade municipal securities (up to 25% of the Fund’s total assets) than the National Tax-Free Fund (up to 10% of total assets), and thus has greater potential exposure to high yield securities risk than the National Tax-Free Fund, but considered that the Municipal Bond Fund’s percentage restriction on below investment-grade municipal securities would be reduced from 25% to 20% of the Fund’s total assets with this reorganization. The Board also considered that both Funds are managed by the same sub-adviser and portfolio managers, and that the Municipal Bond Fund had better or comparable performance over all measurement periods, was given the highest overall rating (5 stars) by Morningstar, and had a longer operating history. The Board further noted that the net operating expenses for all share classes of the National Tax-Free Fund would be reduced or would remain the same with this reorganization.

Overseas Fund/International Equity Fund

The Board considered the duplicative nature of maintaining two Funds that have the same investment objectives and principal investments, and similar principal investment strategies. The Board considered the Overseas Fund’s smaller asset base (approximately $82 million) and the International Equity Fund’s continued growth in net assets, larger asset base (approximately $834 million), comparable or better performance over all measurement periods and longer operating history. The Board noted that the net operating expenses of the Institutional Class of the Overseas Fund would increase from 0.95% to 0.99% with this reorganization, but it considered that the International Equity Fund utilizes a multi-manager approach (Artisan, LSV and New Star) as compared to the Overseas Fund’s single manager approach (New Star). The Board also noted that the current net operating expenses of the International Equity Fund’s Institutional Class would be reduced by 0.06% with this reorganization. The Board further considered that the net operating expenses for the Overseas Fund’s Investor Class would remain the same with this reorganization.

Value Fund/C&B Large Cap Value Fund

The Board considered that the Value Fund’s tax-managed investment strategy has not attracted investor interest and that the tax-managed market is dominated by a few select firms. The Board considered that the C&B Large Cap Value Fund has a substantially similar investment objective and substantially similar principal investments and principal investment strategies as the Value Fund, other than the Value Fund’s tax-managed investment strategy overlay, and that the same sub-adviser and investment team manage both Funds. The Board also considered the Value Fund’s small asset base (approximately $35 million) and inconsistent asset growth and the C&B Large Cap Value Fund’s continued growth in net assets, larger asset base (approximately $984 million), comparable or better performance over all measurement periods and longer operating history. The Board further considered that the net operating expenses for all share classes of the Value Fund would be reduced or would remain the same with this reorganization.

Material U.S. Federal Income Tax Consequences of the Reorganization

The following discussion summarizes the material U.S. federal income tax consequences of the Reorganization, including an investment in Acquiring Fund shares, that are applicable to you as a Target Fund

 

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shareholder. It is based on the Internal Revenue Code, applicable U.S. Treasury regulations, judicial authority and administrative rulings and practice, all as of the date of this Prospectus/Proxy Statement and all of which are subject to change, including changes with retroactive effect. The discussion below does not address any state, local or foreign tax consequences of the Reorganization. Your tax treatment may vary depending upon your particular situation. You also may be subject to special rules not discussed below if you are a certain kind of Target Fund shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the United States or entity that is not organized under the laws of the United States or political subdivision there of; a holder of Target Fund shares as part of a hedge, straddle or conversion transaction; a person that does not hold Target Fund shares as a capital asset at the time of the Reorganization; or an entity taxable as a partnership for U.S. federal income tax purposes.

We have not requested and will not request an advance ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the Reorganization or any related transaction. The Internal Revenue Service could adopt positions contrary to those discussed below and such positions could be sustained. You are urged to consult with your own tax advisors and financial planners as to the particular tax consequences of the Reorganization to you, including the applicability and effect of any state, local or foreign laws and the effect of possible changes in applicable tax laws.

Qualification of the Reorganization as a Tax-Free “Reorganization” Under the Internal Revenue Code. The obligation of the Funds to consummate the Reorganization is contingent upon their receipt of an opinion from Proskauer Rose LLP, special tax counsel to the Funds, generally to the effect that the Reorganization will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code with respect to each Acquiring Fund and its corresponding Target Fund, and therefore generally:

i) no gain or loss will be recognized by the Acquiring Fund upon receipt of the corresponding Target Fund’s assets in exchange for the Acquiring Fund shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund;

ii) the Acquiring Fund’s tax basis in the assets of the corresponding Target Fund transferred to the Acquiring Fund in the Reorganization will be the same as the Target Fund’s tax basis in the assets immediately prior to the transfer;

iii) the Acquiring Fund’s holding periods for the assets of the corresponding Target Fund will include the periods during which such assets were held by the Target Fund;

iv) no gain or loss will be recognized by the Target Fund upon the transfer of the Target Fund’s assets to the Acquiring Fund in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund, or upon distribution of Acquiring Fund shares by the Target Fund to its shareholders in liquidation;

v) no gain or loss will be recognized by the Target Fund’s shareholders upon the exchange of their Target Fund shares for Acquiring Fund shares;

vi) the tax basis of Acquiring Fund shares a Target Fund shareholder receives in connection with the Reorganization will be the same as the tax basis of his or her Target Fund shares exchanged therefor;

vii) a Target Fund shareholder’s holding period for his or her Acquiring Fund shares will include the period for which he or she held the Target Fund shares exchanged therefor; and

viii) the Acquiring Fund will succeed to, and take into account the items of the Target Funds described in Section 381(c) of the Internal Revenue Code, subject to the conditions and limitations specified in the Internal Revenue Code and the U.S. Treasury regulations thereunder.

The tax opinion described above will be based on then-existing law, will be subject to certain assumptions, qualifications and exclusions and will be based in part on the truth and accuracy of certain representations by us on behalf of the Acquiring Funds and the Target Funds.

 

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Utilization of Loss Carryforwards and Unrealized Losses. U.S. federal income tax law permits a regulated investment company, such as the Funds, to carry forward net capital losses for a period of up to eight taxable years. A number of the Target Funds are presently entitled to significant net capital loss carryforwards for U.S. federal income tax purposes, as further detailed below. The Reorganization will cause the tax years of the Target Funds to close, resulting in an earlier expiration of net capital loss carryforwards than would otherwise occur. In addition, the Reorganization is expected to result in a limitation on the ability of certain of the Acquiring Funds to use carryforwards of the corresponding Target Funds and, potentially, to use unrealized capital losses inherent in the tax basis of the assets acquired, once realized. These limitations, imposed by Section 382 of the Internal Revenue Code, are imposed on an annual basis. Losses in excess of the limitation may be carried forward, subject to the overall eight-year limitation. The Section 382 limitation as to a particular Target Fund generally will equal the product of the net asset value of the Target Fund immediately prior to the Reorganization and the “long-term tax-exempt rate,” published by the Internal Revenue Service, in effect at such time. As of April 2008, the long-term tax-exempt rate is 4.55%. However, no assurance can be given as to what long-term tax-exempt rate will be in effect at the time of the Reorganization. In certain instances, under Section 384 of the Internal Revenue Code, an Acquiring Fund will also be prohibited from using the corresponding Target Fund’s loss carryforwards and unrealized losses against the unrealized gains of the Acquiring Fund at the time of the Reorganization, to the extent such gains are realized within five years following the Reorganization. While the ability of an Acquiring Fund to absorb the corresponding Target Fund’s losses in the future depends upon a variety of factors that cannot be known in advance, because capital loss carryforwards generally expire eight taxable years following realization, including the short taxable year resulting from the Reorganization, it is expected that substantially all of a Target Fund’s losses may become permanently unavailable where the limitation applies. If an Acquiring Fund is able to utilize net capital loss carryforwards or unrealized losses of the corresponding Target Fund, the tax benefit resulting from those losses will be shared by both the Target Fund and Acquiring Fund shareholders following the Reorganization. Therefore, a Target Fund shareholder may pay more taxes, or pay taxes sooner, than such shareholder otherwise would if the Reorganization did not occur.

In general, the limitation under Section 382 will apply to loss carryforwards and unrealized losses of a Target Fund when its shareholders will hold less than 50% of the outstanding shares of the corresponding Acquiring Fund immediately following the Reorganization. Accordingly, it is expected that the limitation will apply to any losses of: the Balanced Fund, High Yield Bond Fund, Intermediate Government Income Fund, National Limited-Term Tax-Free Fund, National Tax-Free Fund, Overseas Fund and Value Fund. Even if the Reorganization does not result in the limitation on the use of losses, future transactions by the Acquiring Fund may do so.

As of September 30, 2007 and February 29, 2008, respectively, for U.S. federal income tax purposes, the Balanced Fund had capital loss carryforwards of approximately $1,935,302 and no net unrealized capital losses and the Overseas Fund had capital loss carryforwards of approximately $5,827,537 and no net unrealized capital losses. As of May 31, 2007 and February 29, 2008, respectively, for U.S. federal income tax purposes, the High Yield Bond Fund had capital loss carryforwards of approximately $1,136,060 and net unrealized capital losses of approximately $5,720,290 and the Intermediate Government Income Fund had capital loss carryforwards of approximately $45,892,917 and no net unrealized capital losses. As of June 30, 2007 and February 29, 2008, respectively, for U.S. federal income tax purposes, the National Limited Term Tax-Free Fund had capital loss carryforwards of approximately $1,142,163 and net unrealized capital losses of approximately $814,769 and the National Tax-Free Fund had capital loss carryforwards of approximately $4,828,634 and a net unrealized capital loss of approximately $10,131,233. As of July 31, 2007 and February 29, 2008, respectively, for U.S. federal income tax purposes, the Value Fund had no capital loss carryforwards and no net unrealized capital losses.

The Target Fund shareholders will benefit from any capital loss carryforwards and unrealized capital losses of the corresponding Acquiring Fund. An Acquiring Fund’s ability to use its own capital loss carryforwards and unrealized losses, once realized, may be subject to an annual limitation under Section 382 of the Internal Revenue Code as well, such that losses in excess of the limitation cannot be used in the taxable year and must be carried forward. The limitation generally equals the product of the net asset value of the Acquiring Fund

 

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immediately prior to the Reorganization and the long-term tax-exempt rate in effect at such time. While the ability of an Acquiring Fund to absorb its losses in the future depends upon a variety of factors that cannot be known in advance, because capital loss carryforwards generally expire eight taxable years following realization, it is expected that substantially all of its losses may become permanently unavailable where the limitation applies. In general, the limitation will apply to an Acquiring Fund when its shareholders will hold less than 50% of its outstanding shares immediately following the Reorganization. Accordingly, it is expected that the limitation will apply to any losses of the Income Plus Fund. As of May 31, 2007 and February 29, 2008, respectively, for U.S. federal income tax purposes, the Income Plus Fund had capital loss carryforwards of approximately $8,360,182 and no net unrealized capital losses. Even if the Reorganization does not result in the limitation on the use of an Acquiring Fund’s losses, prior or future transactions involving an Acquiring Fund may have caused or will cause such limitations to apply.

Status as a Regulated Investment Company. Since its formation, each Fund believes it has qualified as a separate “regulated investment company” under Subchapter M of the Internal Revenue Code. Accordingly, each Fund believes that it has been, and expects to continue to be, relieved of U.S. federal income tax liability to the extent that it makes distributions of its taxable income and gains to its shareholders.

Distribution of Income and Gains. Prior to the Reorganization, each Target Fund’s taxable year will end as a result of the Reorganization and generally is required to declare to its shareholders of record one or more distributions of all of its previously undistributed net investment income and net realized capital gain, including capital gains on any securities disposed of in connection with the Reorganization. Such distributions will be made to such shareholders before or after the Reorganization. A Target Fund shareholder will be required to include any such distributions in his or her taxable income. This may result in the recognition of income that could have been deferred or never realized had the Reorganization not occurred.

Moreover, if an Acquiring Fund has realized net investment income or net capital gains but has not distributed such income or gains prior to the Reorganization and you acquire shares of such Acquiring Fund in the Reorganization, a portion of your subsequent distributions from the Target Fund will, in effect, be a taxable return of part of your investment. Similarly, if you acquire Acquiring Fund shares in the Reorganization when it holds appreciated securities, you will receive a taxable return of part of your investment if, and when, the Acquiring Fund sells the appreciated securities and distributes the realized gain. You should assume that the Acquiring Funds have built up, or have the potential to build up, high levels of unrealized appreciation.

U.S. Federal Income Taxation of an Investment in an Acquiring Fund. The following discussion summarizes the U.S. federal income taxation of an investment in an Acquiring Fund. This discussion is not intended as a substitute for careful tax planning. You should consult your tax advisor about your specific tax situation. Please see the prospectuses and SAIs for the Acquiring Funds for additional federal income tax information.

Qualification as a Regulated Investment Company. Each Acquiring Fund intends to continue to be treated and qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code. In order to so qualify and receive the special tax treatment accorded regulated investment companies and their shareholders, an Acquiring Fund must, among other things, (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans and gains from the sale or other disposition of stock, securities and foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (as defined below); (b) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Internal Revenue Code without regard to the deduction for dividends paid — generally taxable ordinary income and the excess, if any, of short-term capital gains over long-term capital losses), and its net tax-exempt income, for such year; and (c) diversify its holdings so that, at the end of each quarter of the Acquiring Fund’s taxable year (i) at least 50% of the market value of the Acquiring Fund’s assets is represented by cash, cash items, U.S. Government Securities, securities of other regulated

 

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investment companies and other securities, limited in respect of any one issuer to a value of not greater than 5% of the value of the Acquiring Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested (x) in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers that the Acquiring Fund controls and that are engaged in the same, similar or related trades or businesses or (y) in the securities of one or more qualified publicly traded partnerships. For purposes of meeting this diversification requirement, in the case of the Acquiring Funds’ investments in loan participations, the issuer may be the financial intermediary or the borrower.

In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (defined as a partnership interest (a) that is traded on an established securities market or is readily tradable on a secondary market or the substantial equivalent thereof and (b) derives more than 90% of its income from the qualifying income described in (a)(i) of the preceding paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Internal Revenue Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.

If an Acquiring Fund qualifies as a regulated investment company that is accorded special tax treatment, the Acquiring Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If an Acquiring Fund failed to qualify as a regulated investment company in any taxable year, the Acquiring Fund would be subject to tax on its taxable income at corporate rates (without any deduction for distributions to its shareholders), and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gain, would be taxable to shareholders as ordinary income. In addition, the Acquiring Fund could be required to recognize unrealized gains, pay substantial taxes, interest and possibly penalties and make substantial distributions before requalifying as a regulated investment company.

If an Acquiring Fund fails to distribute substantially all of its ordinary income and net capital gain for the calendar year and any retained amount from the prior calendar year, the Acquiring Fund will be subject to a non-deductible 4% excise tax on the undistributed amounts. For these purposes, the Acquiring Fund will be treated as having distributed any amount for which it is subject to income tax. A dividend paid to shareholders by an Acquiring Fund in January of a year generally is deemed to have been paid by the Acquiring Fund on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November or December of that preceding year. Each Acquiring Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so.

Distributions. Each Acquiring Fund will distribute, at least annually, any net investment income and net realized capital gains. Distributions of net investment income (other than qualified dividend income and exempt-interest income discussed below) are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long the Acquiring Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions of each Acquiring Fund’s net capital gain (i.e., the excess of a Fund’s net long-term capital gain over net short-term capital loss), if any, from the sale of investments that the Acquiring Fund owned for more than one year and that are properly designated by the Fund as capital gain dividends (“Capital Gain Dividends”) are taxable as long-term capital gain, regardless of how long a shareholder has held Acquiring Fund shares. For taxable years beginning before January 1, 2011, such distributions will generally be subject to a 15% tax rate, with lower rates applying to taxpayers in the 10% and 15% rate brackets, and will not be eligible for the dividends received deduction. Distribution of gains from the sale of investments that an Acquiring Fund owned for one year or less will be taxable as ordinary income.

 

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Distributions of taxable income or capital gains are taxable to Acquiring Fund shareholders whether received in cash or reinvested in additional Acquiring Fund shares. Dividends and distributions on an Acquiring Fund’s shares generally are subject to U.S. federal income tax to the extent they do not exceed the Acquiring Fund’s realized income and gains, even though such dividends and distributions economically may represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares acquired at a time when the Acquiring Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when an Acquiring Fund’s net asset value also reflects unrealized losses.

If an Acquiring Fund makes a distribution in excess of its current and accumulated “earnings and profits” in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder’s tax basis in Acquiring Fund shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces the shareholder’s tax basis in the shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition of those shares.

For taxable years beginning before January 1, 2011, distributions of investment income properly designated by an Acquiring Fund as derived from “qualified dividend income” will be taxed in the hands of an individual at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Acquiring Fund level. In order for some portion of the dividends received by an Acquiring Fund shareholder to be qualified dividend income, an Acquiring Fund must meet holding period and other requirements with respect to some portion of the dividend paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Acquiring Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Acquiring Fund or shareholder level) (a) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (b) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (c) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest or (d) if the dividend is received from a foreign corporation that is (i) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (ii) treated as a passive foreign investment company.

In general, distributions of investment income designated by an Acquiring Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Acquiring Fund’s shares. If the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Acquiring Fund’s dividends (other than dividends properly designated as Capital Gain Dividends) will be eligible to be treated as qualified dividend income. To the extent that an Acquiring Fund makes a distribution of income received by the Acquiring Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income and thus will not be eligible for taxation at the rates applicable to long-term capital gain. The Acquiring Funds expect to use any such substitute payments to satisfy their expenses, and therefore expect that their receipt of substitute payments will not adversely affect the percentage of distributions qualifying as qualified dividend income.

Dividends of net investment income received by corporate shareholders of the Acquiring Fund will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by the Acquiring Fund from domestic corporations for the taxable year. A dividend received by an Acquiring Fund will not be treated as a qualifying dividend (a) if the stock on which the dividend is paid is considered to be “debt-financed” (generally, acquired with borrowed funds), (b) if it has been received

 

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with respect to any share of stock that such Acquiring Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (c) to the extent that such Acquiring Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may be disallowed or reduced (a) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (b) by application of other Internal Revenue Code section limitations.

Short-Term Municipal Bond and Municipal Bond Funds and Exempt-Interest Dividends. Each of the Short Term Municipal Bond Fund and the Municipal Bond Fund (each, a “Municipal Fund”), it is designed to provide investors with tax-exempt interest income. A Municipal Fund will be qualified to pay exempt-interest dividends to its shareholders only if, at the close of each quarter of the Municipal Fund’s taxable year, at least 50% of the total value of the Municipal Fund’s assets consists of obligations, the interest on which is exempt from federal income tax. Such dividends will not exceed, in the aggregate, the net interest a Municipal Fund receives during the taxable year from municipal securities and other securities exempt from the regular federal income tax. An exempt-interest dividend is any dividend or part thereof (other than a Capital Gain Dividend) paid by a Municipal Fund and properly designated as an exempt-interest dividend in a written notice mailed to shareholders not later than 60 days after the close of the Municipal Fund’s taxable year. Generally, exempt-interest dividends will be excluded from gross income for federal income tax purposes, though they may be taxable for federal alternative minimum tax purposes and for state and local tax purposes. For example, exempt-interest dividends attributable to investments in certain “private activity” bonds will be treated as tax preference items in computing the alternative minimum tax. Also, a portion of all other exempt-interest dividends earned by a corporation may be subject to the alternative minimum tax.

Each Municipal Fund will inform investors within 60 days following the end of the Municipal Fund’s fiscal year of the percentage of its distributions designated as tax-exempt. The percentage is applied uniformly to all distributions made during the year regardless of the Municipal Fund’s income that was actually tax-exempt during the period covered by the distribution. If a Municipal Fund makes a distribution in excess of its net investment income and net realized capital gains, if any, in any taxable year, the excess distribution will be treated as ordinary dividend income (not eligible for tax-exempt treatment) to the extent of the Fund’s current and accumulated “earnings and profits” (including earnings and profits arising from tax-exempt income, and also specifically including the amount of any non-deductible expenses arising in connection with such tax-exempt income).

If a shareholder receives an exempt-interest dividend with respect to any share and such share is held by the shareholder for six months or less, any loss on the sale or exchange of such share will be disallowed to the extent of the amount of such exempt-interest dividend. In certain limited instances, the portion of Social Security or Railroad Retirement benefits that may be subject to federal income taxation may be affected by the amount of tax-exempt interest income, including exempt-interest dividends, received by a shareholder. Shareholders who receive Social Security or Railroad Retirement benefits should consult their tax advisers to determine what effect, if any, an investment in a Fund may have on the federal taxation of their benefits.

Part or all of the interest on indebtedness, if any, incurred or continued by a shareholder to purchase or carry shares of a Fund paying exempt-interest dividends is not deductible. The portion of interest that is not deductible is equal to the total interest paid or accrued on the indebtedness, multiplied by the percentage of the Fund’s total distributions (not including distributions from net long-term capital gains) paid to the shareholder that are exempt-interest dividends. Under rules used by the Internal Revenue Service to determine when borrowed funds are considered used for the purpose of purchasing or carrying particular assets, the purchase of shares may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares.

 

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In general, exempt-interest dividends, if any, attributable to interest received on certain private activity obligations and certain industrial development bonds will not be tax-exempt to any shareholders who are “substantial users” of the facilities financed by such obligations or bonds or who are “related persons” of such substantial users. The exemption from federal income tax for exempt-interest dividends does not necessarily result in exemption for such dividends under the income or other tax laws of any state or local authority. You are advised to consult with your tax advisor about state and local tax matters.

Foreign Taxes, Foreign Currency-Denominated Securities and Related Hedging Transactions. Dividends and interest received by an Acquiring Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Acquiring Fund’s securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors.

If foreign taxes are paid by an Acquiring Fund, shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes. However, if at the end of an Acquiring Fund’s fiscal year more than 50% of the value of its total assets represents securities of foreign corporations, the Acquiring Fund will be eligible to make an election permitted by the Internal Revenue Code to treat any foreign taxes paid by it on securities it has held for at least the minimum period specified in the Internal Revenue Code as having been paid directly by the Acquiring Fund’s shareholders in connection with the Acquiring Fund’s dividends received by them. Under normal circumstances, more than 50% of the value of the International Equity Fund’s total assets will consist of securities of foreign corporations and it will be eligible to make the election. If the election is made, its shareholders generally will be required to include in U.S. taxable income their pro rata share of such taxes, and those shareholders who are U.S. residents and corporations will be entitled to deduct their share of such taxes. Alternatively, such shareholders who hold the Fund’s shares (without protection from risk of loss) on the ex-dividend date and for at least 15 other days during the 30-day period surrounding the ex-dividend date may be entitled to claim a foreign tax credit for their share of these taxes. If the Fund makes the election, it will report annually to its shareholders the respective amounts per share of the Fund’s income from sources within, and taxes paid to, foreign countries and U.S. possessions. In general a U.S. resident individual generally can claim a foreign tax credit of $300 or ($600 if filing jointly) if he or she has at least such amount of income after other exemptions, deductions and exclusions.

An Acquiring Fund’s transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

Investment by an Acquiring Fund in “passive foreign investment companies” could subject the Acquiring Fund to a U.S. federal income tax (including interest charges) or other charge on distributions received from the company or on proceeds from the sale of its investment in such a company, which tax cannot be eliminated by making distributions to Acquiring Fund shareholders. However, this tax can be avoided by making an election to mark such investments to market annually or to treat the passive foreign investment company as a “qualified electing fund.” These elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Acquiring Fund to avoid taxation. Making either of these elections therefore may require the Acquiring Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Acquiring Fund’s total return. Dividends paid by passive foreign investment companies will not be eligible to be treated as “qualified dividend income.”

A “passive foreign investment company” is any foreign corporation: (a) 75% or more of the gross income of which for the taxable year is passive income or (b) the average percentage of the assets of which (generally by value, but by adjusted tax basis in certain cases) produce, or are held for the production of, passive income is at least 50%. Generally, passive income for this purpose means dividends, interest (including income equivalent to

 

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interest), royalties, rents, annuities, the excess of gain over losses from certain property transactions and commodities transactions and foreign currency gains. Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons.

Selling Shares. Shareholders who sell, exchange or redeem Acquiring Fund shares will generally recognize gain or loss in an amount equal to the difference between their adjusted tax basis in the Acquiring Fund shares and the amount received. In general, any gain or loss realized upon taxable disposition of Acquiring Fund shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months, and as short-term capital gain or loss if the shares have not been held for more than 12 months. The tax rate generally applicable to net capital gains recognized by individuals and other noncorporate taxpayers is (a) the same as the maximum ordinary income tax rate for short-term capital or (b) for taxable years beginning on or before January 1, 2011, 15% for long-term capital gains (including Capital Gain Dividends) with lower rates applicable to taxpayers in the 10% and 15% tax brackets.

Any loss realized upon a taxable disposition of Acquiring Fund shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to those Acquiring Fund shares. For purposes of determining whether Acquiring Fund shares have been held for six months or less, the holding period is suspended for any periods during which your risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property, or through certain options or short sales. In addition, any loss recognized on a sale or exchange of Acquiring Fund shares will be disallowed to the extent that Acquiring Fund shareholders replace the disposed of Fund shares with other Fund shares within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition, which could, for example, occur as a result of automatic dividend reinvestment. In such an event, an Acquiring Fund shareholder’s basis in the replacement Acquiring Fund shares will be adjusted to reflect the disallowed loss.

Hedging. If an Acquiring Fund engages in hedging transactions, including hedging transactions in options, futures contracts and straddles, or other similar transactions, it will be subject to special tax rules (including constructive sales, mark-to-market, straddle, wash sale and short sale rules), the effect of which may be to accelerate income to the Acquiring Fund, defer losses to the Acquiring Fund, cause adjustments in the holding periods of the Acquiring Fund’s securities, convert long-term capital gains into short-term capital gains or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders. Each Acquiring Fund will endeavor to make any available elections pertaining to such transactions in a manner believed to be in the best interests of the Fund.

Certain of an Acquiring Fund’s hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If an Acquiring Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution (if any) of such excess will be treated as (a) a dividend to the extent of the Acquiring Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (b) thereafter as a return of capital to the extent of the recipient’s basis in the shares and (c) thereafter as gain from the sale or exchange of a capital asset. If the Acquiring Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Acquiring Fund could be required to make distributions exceeding book income in order to continue to qualify as a regulated investment company that is accorded special tax treatment.

Discount Securities. An Acquiring Fund’s investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require the Acquiring Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, an Acquiring Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold.

 

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Backup Withholding. An Acquiring Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends and other distributions paid to and proceeds of share sales, exchanges or redemptions made by any individual shareholder who fails to properly furnish the Acquiring Fund with a correct taxpayer identification number (TIN), who has under-reported dividend or interest income or who fails to certify to the Acquiring Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid after December 31, 2010, unless Congress enacts tax legislation providing otherwise.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the Internal Revenue Service.

In order for a foreign investor to qualify for exemption from the back-up withholding tax rates under income tax treaties, the foreign investor must comply with the special certification and filing requirements. Foreign investors in an Acquiring Fund should consult their tax advisers with respect to such withholding.

Tax Shelter Reporting Regulations. Under Treasury regulations, if a shareholder realizes a loss on disposition of the Acquiring Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Fees and Expenses of the Reorganization

All fees and expenses, including accounting expenses, legal expenses, proxy expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the completion of the Reorganization will be borne by Funds Management.

Existing and Pro Forma Capitalization

[Tables will be updated through March 31, 2008, for definitive filing.]

The following tables set forth, for each Reorganization, the total net assets, number of shares outstanding and net asset value per share. This information is generally referred to as the “capitalization” of a Fund. The term “pro forma capitalization” means the expected capitalization of an Acquiring Fund after it has combined with the corresponding Target Fund. An asterisk (*) designates the accounting survivor in each combination.

 

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Balanced Fund/Asset Allocation Fund

The following table sets forth, as of [December 31, 2007], (i) the unaudited capitalization of the Investor Class shares of the Balanced Fund and the Class A shares of the Asset Allocation Fund, and (ii) the unaudited pro forma combined capitalization of the Class A shares of the Asset Allocation Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

Balanced Fund

Investor Class

   $ 124,010,297    5,755,688    $ 21.55

Asset Allocation Fund

Class A

   $ 878,786,054    40,854,590    $ 21.51

Pro Forma — Asset Allocation Fund*(1)

Class A

   $ 1,002,796,351    46,620,007    $ 21.51

 

(1)

Assuming the reorganization of the Investor Class shares of the Balanced Fund into the Class A shares of the Asset Allocation Fund.

Corporate Bond Fund/Income Plus Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Investor Class, Advisor Class and Institutional Class shares of the Corporate Bond Fund and the Investor Class, Class A, and Institutional Class shares of the Income Plus Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the Income Plus Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

Corporate Bond Fund

Investor Class

Advisor Class

Institutional Class

   $

$

$

199,982,571

16,013,513

23,420,026

   19,624,942

1,571,870

2,299,120

   $

$

$

10.19

10.19

10.19

Income Plus Fund

Investor Class

Class A

Institutional Class

    

$

 

N/A

40,769,018

N/A

   N/A

3,767,312

N/A

    

$

 

N/A

10.82

N/A

Pro Forma — Income Plus Fund*(1)

Investor Class

Class A

Institutional Class

   $

$

$

199,982,571

56,782,531

23,420,026

   18,482,678

5,247,923

2,164,513

   $

$

$

10.82

10.82

10.82

 

(1)

Assuming the reorganization of the Investor Class, Advisor Class, and Institutional Class shares of the Corporate Bond Fund into the Investor Class, Class A, and Institutional Class shares, respectively, of the Income Plus Fund.

 

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High Yield Bond Fund/High Income Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Class A, Class B, and Class C shares of the High Yield Bond Fund and the Class A (formerly Advisor Class), Class B and Class C shares of the High Income Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the High Income Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

High Yield Bond Fund

Class A

Class B

Class C

   $

$

$

61,380,629

13,730,008

9,633,982

   6,155,746

1,377,046

965,584

   $

$

$

9.97

9.97

9.98

High Income Fund

Class A (formerly Advisor Class)

Class B

Class C

   $

 

 

89,300,950

N/A

N/A

   13,961,955

N/A

N/A

   $

 

 

7.49

N/A

N/A

Pro Forma — High Income Fund*(1)

Class A

Class B

Class C

   $

$

$

150,681,579

13,730,008

9,633,982

   20,117,701

1,833,112

1,286,246

   $

$

$

7.49

7.49

7.49

 

(1)

Assuming the reorganization of the Class A, Class B, and Class C shares of the High Yield Bond Fund into the Class A, Class B, and Class C shares, respectively, of the High Income Fund.

Intermediate Government Income Fund/Government Securities Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Class A, Class B, Class C, and Administrator Class shares of the Intermediate Government Income Fund and the Class A (formerly Advisor Class), Class B, Class C, and Administrator Class shares of the Government Securities Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the Government Securities Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

Intermediate Government Income Fund

Class A

Class B

Class C

Administrator Class

   $

$

$

$

110,797,707

11,456,052

7,094,413

219,720,192

   10,292,638

1,065,611

661,654

20,422,973

   $

$

$

$

10.76

10.75

10.72

10.76

Government Securities Fund

Class A (formerly Advisor Class)

Class B

Class C

Administrator Class

   $

 

$

$

62,968,289

N/A

1,676,099

148,295,330

   5,983,508

N/A

159,301

14,093,893

   $

 

$

$

10.52

N/A

10.52

10.52

 

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Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

Pro Forma — Government Securities Fund*(1)

Class A

Class B

Class C

Administrator Class

   $

$

$

$

173,765,996

11,456,052

8,770,512

368,015,522

   16,517,680

1,088,978

833,699

34,982,464

   $

$

$

$

10.52

10.52

10.52

10.52

 

(1)

Assuming the reorganization of the Class A, Class B, Class C, and Administrator Class shares of the Intermediate Government Income Fund into the Class A, Class B, Class C, and Administrator Class shares, respectively, of the Government Securities Fund.

National Limited-Term Tax-Free Fund/Short-Term Municipal Bond Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Class A, Class B, Class C, and Administrator Class shares of the National Limited-Term Tax-Free Fund and the Class A and Class C shares of the Short-Term Municipal Bond Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the Short-Term Municipal Bond Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

National Limited-Term Tax-Free Fund

Class A

Class B

Class C

Administrator Class

   $

$

$

$

3,981,304

208,324

605,883

78,410,627

   373,495

19,562

56,942

7,358,275

   $

$

$

$

10.66

10.65

10.64

10.66

Short-Term Municipal Bond Fund

Class A

Class C

    

$

NA

3,589,453

   NA

367,148

    

$

NA

9.78

Pro Forma — Short-Term Municipal Bond Fund*(1)

Class A

Class C

   $

$

82,600,255

4,195,336

   8,437,207

428,971

   $

$

9.79

9.78

 

(1)

Assuming the reorganization of the Class A, Class B, and Administrator Class shares of the National Limited-Term Tax-Free Fund into the Class A shares of the Short-Term Municipal Bond Fund and the Class C shares of the National Limited-Term Tax-Free Fund into the Class C shares of the Short-Term Municipal Bond Fund.

 

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National Tax-Free Fund/Municipal Bond Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Class A, Class B, Class C, and Administrator Class of the National Tax-Free Fund and the Class A, Class B, Class C, and Administrator Class of the Municipal Bond Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the Municipal Bond Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

National Tax-Free Fund

Class A

Class B

Class C

Administrator Class

   $

$

$

$

93,030,229

10,735,501

6,816,273

146,645,902

   9,044,236

1,043,523

662,843

14,254,848

   $

$

$

$

10.29

10.29

10.28

10.29

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

   $

$

$

$

123,692,639

7,366,082

1,955,754

15,750,745

   13,081,330

778,980

206,887

1,666,348

   $

$

$

$

9.46

9.46

9.45

9.45

Pro Forma — Municipal Bond Fund*(1)

Class A

Class B

Class C

Administrator Class

   $

$

$

$

216,722,868

18,101,583

8,772,027

162,396,647

   22,909,394

1,913,487

928,257

17,184,830

   $

$

$

$

9.46

9.46

9.45

9.45

 

(1)

Assuming the reorganization of the Class A, Class B, Class C, and Administrator Class shares of the National Tax-Free Fund into the Class A, Class B, Class C, and Administrator Class shares, respectively, of the Municipal Bond Fund.

Overseas Fund/International Equity Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Investor Class and Institutional Class shares of the Overseas Fund, and the Investor Class and Institutional Class shares of the International Equity Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the International Equity Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

Overseas Fund

Investor Class

Institutional Class

   $

$

69,804,620

8,516,061

   5,762,267

700,733

   $

$

12.11

12.15

International Equity Fund

Investor Class

Institutional Class

    

$

NA

70,674,846

   NA

4,212,929

    

$

NA

16.78

Pro Forma — International Equity Fund*(1)

Investor Class

Institutional Class

   $

$

69,804,620

79,190,907

   4,157,512

4,719,363

   $

$

16.79

16.78

 

(1)

Assuming the reorganization of the Investor Class and Institutional Class shares into the Investor Class and Institutional Class shares, respectively, of the International Equity Fund.

 

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Value Fund/C&B Large Cap Value Fund

The following table sets forth, as of [December 31, 2007]: (i) the unaudited capitalization of the Class A, Class B, Class C, Investor Class, and Administrator Class shares of the Value Fund, and the Class A, Class B, Class C, Investor Class (formerly Class D) and Administrator Class shares of the C&B Large Cap Value Fund and (ii) the unaudited pro forma combined capitalization of each of the share classes of the C&B Large Cap Value Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value

Per Share ($)

Value Fund

Class A

Class B

Class C

Investor Class

Administrator Class

   $

$

$

$

$

2,908,256

780,267

410,503

21,750,496

2,974,646

   155,391

41,946

22,062

1,165,184

159,219

   $

$

$

$

$

18.72

18.60

18.61

18.67

18.68

C&B Large Cap Value Fund

Class A

Class B

Class C

Investor Class (formerly Class D)

Administrator Class

   $

$

$

$

$

65,494,153

21,595,922

15,102,282

204,861,664

522,243,425

   7,143,453

2,365,208

1,655,965

22,356,760

56,923,361

   $

$

$

$

$

9.17

9.13

9.12

9.16

9.17

Pro Forma — C&B Large Cap Value Fund*(1)

Class A

Class B

Class C

Investor Class

Administrator Class

   $

$

$

$

$

68,402,409

22,376,189

15,512,785

226,612,160

525,218,071

   7,459,368

2,450,842

1,700,963

24,739,319

57,275,689

   $

$

$

$

$

9.17

9.13

9.12

9.16

9.17

 

(1)

Assuming the reorganization of the Class A, Class B, Class C, Investor Class and Administrator Class shares of the Value Fund into the Class A, Class B, Class C, Investor Class and Administrator Class shares, respectively, of the C&B Large Cap Value Fund.

The Board unanimously recommends that you vote in favor of the Reorganization Plan.

INFORMATION ON VOTING

This Prospectus/Proxy Statement is being provided in connection with the solicitation of proxies by the Board of Wells Fargo Advantage Funds to solicit your vote to approve the proposed Reorganization Plan at a special meeting of shareholders (“Meeting”) of the Target Funds. The Meeting will be held at 525 Market Street, 12th Floor, San Francisco, California, 94105 on June 30, 2008, at 3:00 p.m. (Pacific Time).

You may vote in one of four ways.

 

   

Complete and sign the enclosed proxy card and mail it to us in the enclosed prepaid return envelope (if mailed in the United States).

 

   

Vote on the Internet according to the enclosed voting instructions.

 

   

Call the toll-free number printed on your proxy card and follow the instructions provided.

 

   

You also may vote in person by attending the Meeting.

 

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Please note that to vote via the Internet or telephone, you will need the “control number” that is printed on your proxy card.

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a later dated proxy or a written notice of revocation to the appropriate Target Fund. You also may give written notice of revocation in person at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy, or, if no specification is made, FOR the proposal.

Only shareholders of record on April 18, 2008, are entitled to receive notice of, and to vote at, the Meeting or at any adjournment thereof. Each whole and fractional share of a Fund held as of the close of business on April 18, 2008, is entitled to a whole or fractional vote. For each such Fund, the presence in person or by proxy of one-third of the outstanding shares of that Fund is required to constitute a quorum. Approval of the Reorganization by any Target Fund requires the vote of a majority of the shares present at the Meeting, provided that a quorum is present.

The election inspectors will count your vote at the Meeting if cast in person or by proxy. The election inspectors will count:

 

   

votes cast FOR approval of the proposal to determine whether sufficient affirmative votes have been cast;

 

   

ballots that are returned without a direction the same as votes cast FOR the proposal; and

 

   

abstentions and broker non-votes of shares (in addition to votes cast FOR) to determine whether a quorum is present at the Meeting. Abstentions and broker non-votes are not counted to determine whether a proposal has been approved.

Broker non-votes are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker lacks discretionary voting authority.

The Board knows of no matters other than the proposal described in this Prospectus/Proxy Statement that will be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the Board’s intention that proxies will be voted on such matters based on the judgment of the person named in the enclosed form of proxy. In the event that a quorum is not present for the Meeting, or in the event that a quorum is present but sufficient votes to approve any proposed item are not received by a Fund, one or more adjournment(s) may be proposed to permit further solicitation of proxies. Any such adjournment(s) will require the affirmative vote of a majority of the shares that are represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such adjournment(s), and will vote those proxies required to be voted AGAINST the proposal against any adjournment(s).

In addition to the solicitation of proxies by mail or expedited delivery service, certain officers and employees of Funds Management or an affiliate, who will not be paid for their services, the Wells Fargo Advantage Funds or a solicitor may solicit proxies by telephone, facsimile, verbal, Internet, or e-mail communication. Funds Management has engaged the proxy solicitation firm of The Altman Group, Inc. who will be paid approximately $161,120, plus out-of-pocket expenses, for its services. Funds Management will bear the expenses incident to the solicitation of proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the proxy solicitation and the fees and expenses of The Altman Group, Inc. Funds Management also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting material to their principals. The Target Funds and the Acquiring Funds will not pay any of the costs associated with the preparation of this Prospectus/Proxy Statement or the solicitation of proxies.

 

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OUTSTANDING SHARES

As of April 18, 2008, each class of the Target Funds had the following numbers of shares outstanding:

 

Name of Fund/Class

  

Total Number of Shares
Outstanding

   Number of Shares Outstanding Per
Class

Balanced Fund

     

Investor Class

     

Corporate Bond Fund

     

Investor Class

     

Advisor Class

     

Institutional Class

     

High Yield Bond Fund

     

Class A

     

Class B

     

Class C

     

Intermediate Government Income Fund

     

Class A

     

Class B

     

Class C

     

Administrator Class

     

National Limited-Term Tax-Free Fund

     

Class A

     

Class B

     

Class C

     

Administrator Class

     

National Tax-Free Fund

     

Class A

     

Class B

     

Class C

     

Administrator Class

     

Overseas Fund

     

Investor Class

     

Institutional Class

     

Value Fund

     

Class A

     

Class B

     

Class C

     

Investor Class

     

Administrator Class

     

INTEREST OF CERTAIN PERSONS IN THE TRANSACTION

The federal securities laws require that we include information about the shareholders who own 5% or more of the outstanding voting shares of each Target Fund and Acquiring Fund or class of each Target Fund and Acquiring Fund. The following classes of certain Acquiring Funds are newly created classes and will not issue

 

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shares until the Reorganization is consummated: Government Securities Fund — Class B; High Income Fund —Class B and Class C; Income Plus Fund — Investor Class and Institutional Class, International Equity Fund —Investor Class and Short-Term Municipal Bond Fund — Class A. To the knowledge of Wells Fargo Advantage Funds, the following persons are the only persons who owned of record or beneficially 5% or more of the outstanding shares of each Target Fund and Acquiring Fund or class of each Target Fund and Acquiring Fund as of April 18, 2008.

 

Name of Fund/Class

  

Name and Address

  

Type of

Ownership

  

Percentage

of Class

  

Percentage

of Fund

For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the foregoing table is identified as the beneficial holder of more than 25% of a class or a Fund, or is identified as the holder of record of more than 25% of a class or Fund and has voting and/or investment power, it may be presumed to control such class or Fund.

In addition, Wells Fargo Bank, a wholly owned subsidiary of Wells Fargo & Company, holds certain shares of each Fund, in a trust, agency, custodial, fiduciary or other representative capacity with voting authority. Wells Fargo Bank, intends to pass the voting authority to the plan sponsor or fiduciary, or to hire an independent fiduciary to vote these shares. Such shares, however, may be voted by the proxies for any other matter, including adjournment. [As of April 18, 2008, the Officers and Trustees of Wells Fargo Advantage Funds, as a group, owned less than 1% of the outstanding shares of the Fund.]

ANNUAL MEETING AND SHAREHOLDER MEETINGS

Wells Fargo Advantage Funds does not presently hold annual meetings of shareholders for the election of Trustees and other business unless otherwise required by the 1940 Act. Any shareholder proposal for a shareholder meeting must be presented to the Wells Fargo Advantage Funds within a reasonable time before proxy materials for the next meeting are sent to shareholders. Because Wells Fargo Advantage Funds does not hold regular shareholder meetings, no anticipated date of the next meeting can be provided.

DISSENTERS’ RIGHTS

If the Reorganization is approved at the Meeting, shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supercedes state law. Shareholders of the Target Funds, however, have the right to redeem their shares at net asset value subject to applicable deferred sales charges and/or redemption fees (if any) until the closing date of the Reorganization. After the Reorganization, shareholders will hold shares of the Acquiring Funds which may also be redeemed at net asset value subject to applicable deferred sales charges and/or redemption fees (if any).


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EXHIBIT A — EXPENSE SUMMARIES OF THE TARGET FUNDS AND ACQUIRING FUNDS

The following tables are intended to help you understand the various costs and expenses you will pay as a shareholder in a Fund. The examples are intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds. These tables do not reflect charges that may be imposed in connection with an account through which you hold Fund shares. A broker-dealer or financial institution maintaining the account through which you hold Fund shares may charge separate account, service or transaction fees on the purchase or sale of Fund shares that would be in addition to the fees and expenses shown here.

A. Balanced Fund/Asset Allocation Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended September 30, 2007.

 

     Balanced Fund     Asset
Allocation
Fund
    Pro Forma-
Asset Allocation
Fund(1)
 
     Investor Class     Class A     Class A  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     5.75 %   5.75 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None (2)   None (2)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.65 %   0.62 %   0.61 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   0.92 %   0.64 %   0.64 %

Total Annual Fund Operating Expenses

   1.57 %   1.26 %   1.25 %

Fee Waivers

   0.32 %   0.11 %   0.10 %

Net Expenses(5)

   1.25 %   1.15 %   1.15 %

 

(1)

Assuming Reorganization of the Investor Class shares of the Balanced Fund into the Class A shares of the Asset Allocation Fund.

(2)

Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% contingent deferred sales charge if they are redeemed within eighteen months from the date of purchase. See “A Choice of Share Classes” for further information.

(3)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(4)

Includes expenses payable to affiliates of Wells Fargo & Company and may include expenses of any money market or other fund held by the Fund. The Balanced Fund’s other expenses have been adjusted as necessary from amounts incurred during the Fund’s most recent fiscal year to reflect current fees and expenses.

(5)

Funds Management has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

 

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Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Balanced Fund    Asset Allocation Fund    Pro Forma-Asset
Allocation Fund(1)
     Investor Class    Class A    Class A

One Year

   $ 127    $ 685    $ 685

Three Years

   $ 464    $ 941    $ 939

Five Years

   $ 825    $ 1,217    $ 1,213

Ten Years

   $ 1,840    $ 2,001    $ 1,991

 

(1)

Assuming Reorganization of the Investor Class shares of the Balanced Fund into the Class A shares of the Asset Allocation Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

B. Corporate Bond Fund/Income Plus Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended May 31, 2007.

 

     Corporate
Bond Fund
    Income Plus
Fund
    Pro Forma-
Income Plus
Fund(1)
 
     Investor Class     Investor
Class (new)
    Investor
Class (new)
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.55 %   0.55 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.86 %   0.81 %   0.81 %

Acquired Fund Fees and Expenses(4)

   0.00 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.31 %   1.37 %   1.37 %

Fee Waivers

   0.33 %   0.42 %   0.42 %

Net Expenses

   0.98 %(5)   0.95 %(6)(7)   0.95 %(6)(8)

 

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     Corporate
Bond Fund
    Income Plus
Fund
    Pro Forma-
Income Plus
Fund(1)
 
     Advisor Class     Class A     Class A  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     4.50 %   4.50 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None (9)   None (9)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.55 %   0.55 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.68 %   0.79 %   0.68 %

Acquired Fund Fees and Expenses(4)

   0.00 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.13 %   1.35 %   1.24 %

Fee Waivers

   0.18 %   0.34 %   0.33 %

Net Expenses

   0.95 %(5)   1.01 %(6)(7)   0.91 %(6)(8)

 

     Corporate
Bond Fund
    Income
Plus Fund
    Pro Forma-
Income Plus
Fund(1)
 
     Institutional
Class
    Institutional
Class (new)
    Institutional
Class (new)
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.55 %   0.55 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.23 %   0.23 %   0.23 %

Acquired Fund Fees and Expenses(4)

   0.00 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   0.68 %   0.79 %   0.79 %

Fee Waivers

   0.07 %   0.17 %   0.17 %

Net Expenses

   0.61 %(5)   0.62 %(6)(7)   0.62 %(6)(8)

 

(1)

Assuming Reorganization of the Investor, Advisor, and Institutional Class shares of the Corporate Bond Fund into the Investor Class, Class A, and Institutional Class shares, respectively, of the Income Plus Fund.

(2)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(3)

Includes expenses payable to affiliates of Wells Fargo & Company and for the Corporate Bond Fund may include expenses of any money market or other fund held by the Fund.

(4)

Reflects the pro-rata portion of the net operating expenses of any money market fund or other fund held by the Fund. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.

(5)

Funds Management has committed through September 30, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(6)

The net operating expense ratios shown here include the expenses of any money market fund or other fund held by the Fund.

 

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Table of Contents

(7)

Funds Management has committed through September 30, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 1.00% for Class A shares, 0.94% for Investor Class shares and 0.61% for Institutional Class shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(8)

Funds Management has committed through September 30, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 1.00% for Class A shares, 0.94% for Investor Class shares and 0.61% for Institutional Class shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(9)

Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% contingent deferred sales charge if they are redeemed within eighteen months from the date of purchase. See “A Choice of Share Classes” for further information.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma-Income Plus
Fund(1)
     Investor Class    Investor Class (new)    Investor Class (new)

One Year

   $ 100    $ 97    $ 97

Three Years

   $ 383    $ 393    $ 393

Five Years

   $ 687    $ 712    $ 712

Ten Years

   $ 1,550    $ 1,616    $ 1,616

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma-Income Plus
Fund(1)
     Advisor Class    Class A    Class A

One Year

   $ 97    $ 548    $ 539

Three Years

   $ 341    $ 827    $ 795

Five Years

   $ 605    $ 1,127    $ 1,072

Ten Years

   $ 1,359    $ 1,977    $ 1,859

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma-Income Plus
Fund(1)
     Institutional Class    Institutional Class (new)    Institutional Class (new)

One Year

   $ 62    $ 63    $ 63

Three Years

   $ 211    $ 236    $ 236

Five Years

   $ 372    $ 423    $ 423

Ten Years

   $ 840    $ 963    $ 963

 

(1)

Assuming Reorganization of the Investor, Advisor, and Institutional Class shares of the Corporate Bond Fund into the Investor Class, Class A, and Institutional Class shares, respectively, of the Income Plus Fund.

 

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The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

C. High Yield Bond Fund/High Income Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended May 31, 2007.

 

     High Yield
Bond Fund
    High Income
Fund
    Pro Forma-
High Income
Fund(1)
 
     Class A     Class A
(formerly
Advisor Class)
    Class A
(formerly
Advisor Class)
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   4.50 %   4.50 %   4.50 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None (9)   None (9)   None (9)

Redemption Fee(2)

   2.00 %   2.00 %   2.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.55 %   0.55 %   0.55 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   0.72 %   0.62 %   0.62 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.28 %   1.18 %   1.18 %

Fee Waivers

   0.12 %   0.27 %   0.27 %

Net Expenses(6)

   1.16 %(7)   0.91 %(8)   0.91 %(8)

 

     High Yield
Bond Fund
    High Income
Fund
    Pro Forma-
High Income
Fund(1)
 
     Class B     Class B (new)     Class B (new)  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   5.00 %   5.00 %   5.00 %

Redemption Fee(2)

   2.00 %   2.00 %   2.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.55 %   0.55 %   0.55 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(4)

   0.72 %   0.62 %   0.62 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   2.03 %   1.93 %   1.93 %

Fee Waivers

   0.12 %   0.27 %   0.27 %

Net Expenses(6)

   1.91 %(7)   1.66 %(8)   1.66 %(8)

 

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     High Yield
Bond Fund
    High Income
Fund
    Pro Forma-
High Income
Fund(1)
 
     Class C     Class C (new)     Class C (new)  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   1.00 %   1.00 %   1.00 %

Redemption Fee(2)

   2.00 %   2.00 %   2.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.55 %   0.55 %   0.55 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(4)

   0.72 %   0.62 %   0.62 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   2.03 %   1.93 %   1.93 %

Fee Waivers

   0.12 %   0.27 %   0.27 %

Net Expenses(6)

   1.91 %(7)   1.66 %(8)   1.66 %(8)

 

(1)

Assuming Reorganization of the Class A, Class B, and Class C shares of the High Yield Bond Fund into the Class A, Class B, and Class C shares, respectively, of the High Income Fund.

(2)

Deducted from the net proceeds if shares redeemed (or exchanged) within 30 days of purchase. This fee is retained by the Fund.

(3)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(4)

Includes expenses payable to affiliates of Wells Fargo & Company and may include expenses of any money market or other fund held by the Fund.

(5)

Reflects the pro-rata portion of the net operating expenses of any money market fund or other fund held by the Fund. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.

(6)

The net operating expense ratios shown here include the expenses of any money market fund or other fund held by the Fund.

(7)

Funds Management has committed through September 30, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 1.15% for Class A shares and 1.90% for Class B and Class C shares., . After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(8)

Funds Management has committed through September 30, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 0.90% for Class A shares and 1.65% for Class B and Class C shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(9)

Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% contingent deferred sales charge if they are redeemed within eighteen months from the date of purchase. See “A Choice of Share Classes” for further information.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either

 

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redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     High Yield Bond Fund    High Income Fund    Pro Forma-High Income
Fund(1)
     Class A    Class A (formerly
Advisor Class)
   Class A (formerly
Advisor Class)

One Year

   $ 563    $ 539    $ 539

Three Years

   $ 826    $ 783    $ 783

Five Years

   $ 1,110    $ 1,046    $ 1,046

Ten Years

   $ 1,916    $ 1,798    $ 1,798

 

     High Yield Bond Fund    High Income Fund    Pro Forma-High Income
Fund(1)

If you redeem your shares

   Class B    Class B (new)    Class B (new)

One Year

   $ 694    $ 669    $ 669

Three Years

   $ 925    $ 881    $ 881

Five Years

   $ 1,282    $ 1,219    $ 1,219

Ten Years

   $ 2,065    $ 1,950    $ 1,950

 

     High Yield Bond Fund    High Income Fund    Pro Forma-High Income
Fund(1)

If you do not redeem your shares

   Class B    Class B (new)    Class B (new)

One Year

   $ 194    $ 169    $ 169

Three Years

   $ 625    $ 581    $ 581

Five Years

   $ 1,082    $ 1,019    $ 1,019

Ten Years

   $ 2,065    $ 1,950    $ 1,950

 

     High Yield Bond Fund    High Income Fund    Pro Forma-High Income
Fund(1)

If you redeem your shares

   Class C    Class C (new)    Class C (new)

One Year

   $ 294    $ 269    $ 269

Three Years

   $ 625    $ 581    $ 581

Five Years

   $ 1,082    $ 1,019    $ 1,019

Ten Years

   $ 2,349    $ 2,237    $ 2,237

 

     High Yield Bond Fund    High Income Fund    Pro Forma-High Income
Fund(1)

If you do not redeem your shares

   Class C    Class C (new)    Class C (new)

One Year

   $ 194    $ 169    $ 169

Three Years

   $ 625    $ 581    $ 581

Five Years

   $ 1,082    $ 1,019    $ 1,019

Ten Years

   $ 2,349    $ 2,237    $ 2,237

 

(1)

Assuming Reorganization of the Class A, Class B, and Class C shares of the High Yield Bond Fund into the Class A, Class B, and Class C shares, respectively, of the High Income Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

 

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D. Intermediate Government Income Fund/Government Securities Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended May 31, 2007.

 

     Intermediate
Government
Income Fund
    Government
Securities
Fund
    Pro Forma-
Government
Securities Fund(1)
 
     Class A     Class A
(formerly
Advisor Class)
    Class A
(formerly
Advisor Class)
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   4.50 %   4.50 %   4.50 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None (6)   None (6)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.42 %   0.40 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.64 %   0.64 %   0.64 %

Total Annual Fund Operating Expenses

   1.09 %   1.06 %   1.04 %

Fee Waivers

   0.14 %   0.16 %   0.14 %

Net Expenses

   0.95 %(4)   0.90 %(5)   0.90 %(5)

 

     Intermediate
Government
Income Fund
    Government
Securities
Fund
    Pro Forma-
Government
Securities Fund(1)
 
     Class B     Class B (new)     Class B (new)  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   5.00 %   5.00 %   5.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.42 %   0.40 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(3)

   0.64 %   0.64 %   0.64 %

Total Annual Fund Operating Expenses

   1.84 %   1.81 %   1.79 %

Fee Waivers

   0.14 %   0.16 %   0.14 %

Net Expenses

   1.70 %(4)   1.65 %(5)   1.65 %(5)

 

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Table of Contents
     Intermediate
Government
Income Fund
    Government
Securities
Fund
    Pro Forma-
Government
Securities Fund(1)
 
     Class C     Class C     Class C  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   1.00 %   1.00 %   1.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.42 %   0.40 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(3)

   0.64 %   0.64 %   0.64 %

Total Annual Fund Operating Expenses

   1.84 %   1.81 %   1.79 %

Fee Waivers

   0.14 %   0.11 %   0.14 %

Net Expenses

   1.70 %(4)   1.70 %(5)   1.65 %(5)

 

     Intermediate
Government
Income Fund
    Government
Securities
Fund
    Pro Forma-
Government
Securities Fund(1)
 
     Administrator
Class
    Administrator
Class
    Administrator
Class
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.45 %   0.42 %   0.40 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.46 %   0.46 %   0.46 %

Total Annual Fund Operating Expenses

   0.91 %   0.88 %   0.86 %

Fee Waivers

   0.21 %   0.18 %   0.16 %

Net Expenses

   0.70 %(4)   0.70 %(5)   0.70 %(5)

 

(1)

Assuming Reorganization of the Class A, Class B, Class C, and Administrator Class shares of the Intermediate Government Income Fund into the Class A, Class B, Class C, and Administrator Class shares, respectively, of the Government Securities Fund.

(2)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(3)

Includes expenses payable to affiliates of Wells Fargo & Company and may include expenses of any money market or other fund held by the Fund.

(4)

Funds Management has committed through September 30, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(5)

Funds Management has committed through September 30, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

 

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Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Intermediate
Government Income
Fund
   Government Securities
Fund
   Pro Forma-Government
Securities Fund(1)
     Class A    Class A (formerly
Advisor Class)
   Class A (formerly
Advisor Class)

One Year

   $ 543    $ 538    $ 538

Three Years

   $ 768    $ 757    $ 753

Five Years

   $ 1,011    $ 994    $ 986

Ten Years

   $ 1,707    $ 1,672    $ 1,653

 

     Intermediate
Government Income
Fund
   Government Securities
Fund
   Pro Forma-Government
Securities Fund(1)

If you redeem your shares

   Class B    Class B (new)    Class B (new)

One Year

   $ 673    $ 668    $ 668

Three Years

   $ 865    $ 854    $ 850

Five Years

   $ 1,182    $ 1,166    $ 1,158

Ten Years

   $ 1,858    $ 1,826    $ 1,813

 

     Intermediate
Government Income
Fund
   Government Securities
Fund
   Pro Forma-Government
Securities Fund(1)

If you do not redeem your shares

   Class B    Class B (new)    Class B (new)

One Year

   $ 173    $ 168    $ 168

Three Years

   $ 565    $ 554    $ 550

Five Years

   $ 982    $ 966    $ 958

Ten Years

   $ 1,858    $ 1,826    $ 1,813

 

     Intermediate
Government Income
Fund
   Government Securities
Fund
   Pro Forma-Government
Securities Fund(1)

If you redeem your shares

   Class C    Class C    Class C

One Year

   $ 273    $ 273    $ 268

Three Years

   $ 565    $ 559    $ 550

Five Years

   $ 982    $ 971    $ 958

Ten Years

   $ 2,147    $ 2,120    $ 2,096

 

     Intermediate
Government Income
Fund
   Government Securities
Fund
   Pro Forma-Government
Securities Fund(1)

If you do not redeem your shares

   Class C    Class C    Class C

One Year

   $ 173    $ 173    $ 168

Three Years

   $ 565    $ 559    $ 550

Five Years

   $ 982    $ 971    $ 958

Ten Years

   $ 2,147    $ 2,120    $ 2,096

 

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Table of Contents
     Intermediate
Government Income
Fund
   Government Securities
Fund
   Pro Forma-Government
Securities Fund(1)
     Administrator Class    Administrator Class    Administrator Class

One Year

   $ 72    $ 72    $ 72

Three Years

   $ 269    $ 263    $ 259

Five Years

   $ 483    $ 471    $ 462

Ten Years

   $ 1,100    $ 1,069    $ 1,047

 

(1)

Assuming Reorganization of the Class A, Class B, Class C, and Administrator Class shares of the Intermediate Government Income Fund into the Class A, Class B, Class C, and Administrator Class shares, respectively, of the Government Securities Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

E. National Limited-Term Tax-Free Fund/Short-Term Municipal Bond Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended June 30, 2007.

 

     National
Limited-Term
Tax-Free Fund
    Short-Term
Municipal
Bond Fund
    Pro Forma-
Short-Term
Municipal Bond
Fund(1)
 
     Class A     Class A (new)     Class A (new)  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   3.00 %   3.00 %   3.00 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None  (10)   None (10)   None (10)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.39 %   0.38 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.71 %   0.62 %   0.62 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.12 %   1.02 %   1.01 %

Fee Waivers

   0.31 %   0.41 %   0.40 %

Net Expenses (5)

   0.81 %(6)   0.61 %(7)   0.61 %(8)

 

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Table of Contents
     National
Limited-Term
Tax-Free Fund
    Short-Term
Municipal
Bond Fund
    Pro Forma-
Short-Term
Municipal Bond
Fund(1)
 
     Class B     Class A (new)     Class A (new)  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     3.00 %   3.00 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   3.00 %   None (10)   None (10)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.39 %   0.38 %

Distribution (12b-1) Fees

   0.75 %   0.00 %   0.00 %

Other Expenses(3)

   0.71 %   0.62 %   0.62 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.87 %   1.02 %   1.01 %

Fee Waivers

   0.31 %   0.41 %   0.40 %

Net Expenses(5)

   1.56 %(6)   0.61 %(7)   0.61 %(8)

 

     National
Limited-Term
Tax-Free Fund
    Short-Term
Municipal
Bond Fund
    Pro Forma-
Short-Term
Municipal Bond
Fund(1)
 
     Class C     Class C     Class C  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   1.00 %   1.00 %   1.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.39 %   0.38 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(3)

   0.71 %   0.62 %(9)   0.62 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.87 %   1.77 %   1.76 %

Fee Waivers

   0.31 %   0.21 %   0.40 %

Net Expenses(5)

   1.56 %(6)   1.56 %(7)   1.36 %(8)

 

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Table of Contents
     National
Limited-Term
Tax-Free Fund
    Short-Term
Municipal
Bond Fund
    Pro Forma-
Short-Term
Municipal Bond
Fund(1)
 
     Administrator
Class
    Class A (new)     Class A (new)  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     3.00 %   3.00 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None (10)   None (10)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.39 %   0.38 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.53 %   0.62 %   0.62 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   0.94 %   1.02 %   1.01 %

Fee Waivers

   0.33 %   0.41 %   0.40 %

Net Expenses(5)

   0.61 %(6)   0.61 %(7)   0.61 %(8)

 

(1)

Assuming Reorganization of the Class A, Class B, and Administrator Class shares of the National Limited-Term Tax-Free Fund into the Class A shares of the Short-Term Municipal Bond Fund, and the Class C shares of the National Limited-Term Tax-Free Fund into the Class C shares of the Short-Term Municipal Bond Fund.

(2)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(3)

Includes expenses payable to affiliates of Wells Fargo & Company.

(4)

Reflects the pro-rata portion of the net operating expenses of any money market fund or other fund held by the Fund. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.

(5)

The net operating expense ratio shown here includes the expenses of any money market fund or other fund held by the Fund.

(6)

Funds Management has committed through October 31, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 0.80% for Class A shares, 1.55% for Class B and Class C shares, and 0.60% for Administrator Class shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(7)

Funds Management has committed through October 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 0.60% for Class A shares and 1.55% for Class C shares shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(8)

Funds Management has committed through October 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 0.60% for Class A shares and 1.35% for Class C shares shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(9)

Other expenses have been adjusted as necessary from amounts incurred during the Fund’s most recent fiscal year to reflect current fees and expenses.

(10)

Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 0.50% contingent deferred sales charge if they are redeemed within eighteen months from the date of purchase. See “A Choice of Share Classes” for further information.

 

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Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma-Short-Term
Municipal Bond Fund(1)
     Class A    Class A (new)    Class A (new)

One Year

   $ 380    $ 360    $ 360

Three Years

   $ 615    $ 576    $ 574

Five Years

   $ 869    $ 809    $ 805

Ten Years

   $ 1,595    $ 1,479    $ 1,468

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma-Short-Term
Municipal Bond Fund(1)

If you redeem your shares

   Class B    Class A (new)    Class A (new)

One Year

   $ 459    $ 360    $ 360

Three Years

   $ 658    $ 576    $ 574

Five Years

   $ 895    $ 809    $ 805

Ten Years

   $ 1,616    $ 1,479    $ 1,468

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma-Short-Term
Municipal Bond Fund(1)

If you do not redeem your shares

   Class B    Class A (new)    Class A (new)

One Year

   $ 159    $ 360    $ 360

Three Years

   $ 558    $ 576    $ 574

Five Years

   $ 895    $ 809    $ 805

Ten Years

   $ 1,616    $ 1,479    $ 1,468

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma-Short-Term
Municipal Bond Fund(1)

If you redeem your shares

   Class C    Class C    Class C

One Year

   $ 259    $ 259    $ 238

Three Years

   $ 558    $ 537    $ 510

Five Years

   $ 982    $ 941    $ 919

Ten Years

   $ 2,165    $ 2,070    $ 2,047

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma-Short-Term
Municipal Bond Fund(1)

If you do not redeem your shares

   Class C    Class C    Class C

One Year

   $ 159    $ 159    $ 238

Three Years

   $ 558    $ 537    $ 510

Five Years

   $ 982    $ 941    $ 919

Ten Years

   $ 2,165    $ 2,070    $ 2,047

 

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Table of Contents
     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma-Short-Term
Municipal Bond Fund(1)
     Administrator Class    Class A (new)    Class A (new)

One Year

   $ 62    $ 360    $ 360

Three Years

   $ 267    $ 576    $ 574

Five Years

   $ 488    $ 809    $ 805

Ten Years

   $ 1,124    $ 1,479    $ 1,468

 

(1)

Assuming Reorganization of the Class A, Class B, and Administrator Class shares of the National Limited-Term Tax-Free Fund into the Class A shares of the Short-Term Municipal Bond Fund, and the Class C shares of the National Limited-Term Tax-Free Fund into the Class C shares of the Short-Term Municipal Bond Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

F. National Tax-Free Fund/Municipal Bond Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended June 30, 2007.

 

     National Tax-
Free Fund
    Municipal
Bond Fund
    Pro Forma-
Municipal Bond
Fund(1)
 
     Class A     Class A     Class A  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   4.50 %   4.50 %   4.50 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None (8)   None (8)   None (8)

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.40 %   0.39 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.66 %   0.67 %   0.67 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.07 %   1.08 %   1.07 %

Fee Waivers

   0.21 %   0.32 %   0.31 %

Net Expenses(5)

   0.86 %(6)   0.76 %(7)   0.76 %(7)

 

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Table of Contents
     National Tax-
Free Fund
    Municipal
Bond Fund
    Pro Forma-
Municipal Bond
Fund(1)
 
     Class B     Class B     Class B  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   5.00 %   5.00 %   5.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.40 %   0.39 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(3)

   0.66 %   0.67 %   0.67 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.82 %   1.83 %   1.82 %

Fee Waivers

   0.21 %   0.32 %   0.31 %

Net Expenses(5)

   1.61 %(6)   1.51 %(7)   1.51 %(7)

 

     National Tax-
Free Fund
    Municipal
Bond Fund
    Pro Forma-
Municipal Bond
Fund(1)
 
     Class C     Class C     Class C  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   1.00 %   1.00 %   1.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.40 %   0.39 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(3)

   0.66 %   0.67 %   0.67 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   1.82 %   1.83 %   1.82 %

Fee Waivers

   0.21 %   0.32 %   0.31 %

Net Expenses(5)

   1.61 %(6)   1.51 %(7)   1.51 %(7)

 

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     National Tax-
Free Fund
    Municipal
Bond Fund
    Pro Forma-
Municipal
Bond Fund(1)
 
     Administrator
Class
    Administrator
Class
    Administrator
Class
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(2)

   0.40 %   0.40 %   0.39 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.48 %   0.49 %   0.49 %

Acquired Fund Fees and Expenses(4)

   0.01 %   0.01 %   0.01 %

Total Annual Fund Operating Expenses

   0.89 %   0.90 %   0.89 %

Fee Waivers

   0.28 %   0.29 %   0.28 %

Net Expenses(5)

   0.61 %(6)   0.61 %(7)   0.61 %(7)

 

(1)

Assuming Reorganization of the Class A, Class B, Class C, and Administrator Class shares of the National Tax-Free Fund into the Class A, Class B, Class C, and Administrator Class shares, respectively, of the Municipal Bond Fund.

(2)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(3)

Includes expenses payable to affiliates of Wells Fargo & Company.

(4)

Reflects the pro-rata portion of the net operating expenses of any money market fund or other fund held by the Fund. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.

(5)

The net operating expense ratio shown here includes the expenses of any money market fund or other fund held by the Fund.

(6)

Funds Management has committed through October 31, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 0.85% for Class A shares, 1.60% for Class B and Class C shares and 0.60% for Administrator Class shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(7)

Funds Management has committed through October 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 0.75% for Class A shares, 1.50% for Class B and Class C shares, and 0.60% for Administrator Class shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(8)

Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% contingent deferred sales charge if they are redeemed within eighteen months from the date of purchase. See “A Choice of Share Classes” for further information.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same.

 

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The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma-Municipal
Bond Fund(1)
     Class A    Class A    Class A

One Year

   $ 534    $ 648    $ 648

Three Years

   $ 755    $ 869    $ 867

Five Years

   $ 994    $ 1,108    $ 1,104

Ten Years

   $ 1,679    $ 1,793    $ 1,782

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma-Municipal
Bond Fund(1)

If you redeem your shares

   Class B    Class B    Class B

One Year

   $ 664    $ 654    $ 654

Three Years

   $ 852    $ 845    $ 843

Five Years

   $ 1,166    $ 1,163    $ 1,158

Ten Years

   $ 1,830    $ 1,837    $ 1,831

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma-Municipal
Bond Fund(1)

If you do not redeem your shares

   Class B    Class B    Class B

One Year

   $ 164    $ 154    $ 154

Three Years

   $ 552    $ 545    $ 543

Five Years

   $ 966    $ 963    $ 958

Ten Years

   $ 1,830    $ 1,837    $ 1,831

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma-Municipal
Bond Fund(1)

If you redeem your shares

   Class C    Class C    Class C

One Year

   $ 264    $ 254    $ 254

Three Years

   $ 552    $ 545    $ 543

Five Years

   $ 966    $ 963    $ 958

Ten Years

   $ 2,120    $ 2,128    $ 2,117

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma-Municipal
Bond Fund(1)

If you do not redeem your shares

   Class C    Class C    Class C

One Year

   $ 164    $ 154    $ 154

Three Years

   $ 552    $ 545    $ 543

Five Years

   $ 966    $ 963    $ 958

Ten Years

   $ 2,210    $ 2,128    $ 2,117

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma-Municipal
Bond Fund(1)

If you redeem your shares

   Administrator Class    Administrator Class    Administrator Class

One Year

   $ 62    $ 62    $ 62

Three Years

   $ 256    $ 258    $ 256

Five Years

   $ 466    $ 471    $ 467

Ten Years

   $ 1,070    $ 1,084    $ 1,073

 

(1)

Assuming Reorganization of the Class A, Class B, Class C, and Administrator Class shares of the National Tax-Free Fund into the Class A, Class B, Class C, and Administrator Class shares, respectively, of the Municipal Bond Fund.

 

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Table of Contents

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

G. Overseas Fund/International Equity Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Funds’ most recent twelve-month period ended September 30, 2007.

 

     Overseas Fund     International
Equity Fund
    Pro Forma-
International
Equity Fund(1)
 
     Investor Class     Investor Class
(new)
    Investor Class
(new)
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Redemption Fee(2)

   2.00 %   2.00 %   2.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.95 %   0.93 %   0.93 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   0.96 %   0.89 %   0.89 %

Total Annual Fund Operating Expenses

   1.91 %   1.82 %   1.82 %

Fee Waivers

   0.45 %   0.36 %   0.36 %

Net Expenses(5)

   1.46 %   1.46 %   1.46 %

 

     Overseas Fund     International
Equity Fund
    Pro Forma-
International
Equity Fund(1)
 
     Institutional
Class
    Institutional
Class
    Institutional
Class
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Redemption Fee(2)

   2.00 %   2.00 %   2.00 %

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.95 %   0.93 %   0.93 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   0.39 %   0.32 %   0.32 %

Total Annual Fund Operating Expenses

   1.34 %   1.25 %   1.25 %

Fee Waivers

   0.39 %   0.20 %   0.26 %

Net Expenses(5)

   0.95 %   1.05 %   0.99 %

 

(1)

Assuming Reorganization of the Investor Class and Institutional Class shares of the Overseas Fund into the Investor Class and Institutional shares, respectively, of the International Equity Fund.

(2)

Deducted from the net proceeds if shares redeemed (or exchanged) within 30 days of purchase. This fee is retained by the Fund.

 

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Table of Contents

(3)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(4)

Includes expenses payable to affiliates of Wells Fargo & Company and may include expenses of any money market or other fund held by the Fund.

(5)

Funds Management has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Overseas Fund    International Equity Fund    Pro Forma-International
Equity Fund(1)
     Investor Class    Investor Class (new)    Investor Class (new)

One Year

   $ 149    $ 149    $ 149

Three Years

   $ 556    $ 538    $ 538

Five Years

   $ 990    $ 952    $ 952

Ten Years

   $ 2,196    $ 2,108    $ 2,108

 

     Overseas Fund    International Equity Fund    Pro Forma-International
Equity Fund(1)
     Institutional Class    Institutional Class    Institutional Class

One Year

   $ 97    $ 107    $ 101

Three Years

   $ 386    $ 377    $ 371

Five Years

   $ 697    $ 667    $ 661

Ten Years

   $ 1,579    $ 1,494    $ 1,488

 

(1)

Assuming Reorganization of the Investor Class and Institutional Class shares of the Overseas Fund into the Investor Class and Institutional shares, respectively, of the International Equity Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

H. Value Fund/C&B Large Cap Value Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the Value Fund’s most recent twelve-month period ended July 31, 2007 and the C&B Large Cap Value Fund’s most recent twelve month period ended September 30, 2007.

 

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Table of Contents
     Value Fund     C&B Large
Cap Value
Fund
    Pro Forma-
C&B Large Cap
Value Fund(1)
 
     Class A     Class A     Class A  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   5.75 %   5.75 %   5.75 %

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None (10)   None (10)   None (10)

Redemption Fee(2)

   1.00 %   None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.70 %   0.67 %   0.67 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   1.00 %   0.64 %   0.64 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.00 %   0.00 %

Total Annual Fund Operating Expenses

   1.71 %   1.31 %(6)   1.31 %(6)

Fee Waivers

   0.50 %   0.11 %   0.16 %

Net Expenses

   1.21 %(7)(8)   1.20 %(9)   1.15 %(9)

 

     Value Fund     C&B Large
Cap Value
Fund
    Pro Forma-
C&B Large Cap
Value Fund(1)
 
     Class B     Class B     Class B  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   5.00 %   5.00 %   5.00 %

Redemption Fee(2)

   1.00 %   None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.70 %   0.67 %   0.68 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(4)

   1.01 %   0.64 %   0.64 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.00 %   0.00 %

Total Annual Fund Operating Expenses

   2.47 %   2.06 %(6)   2.06 %(6)

Fee Waivers

   0.51 %   0.11 %   0.16 %

Net Expenses

   1.96 %(7)(8)   1.95 %(9)   1.90 %(9)

 

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Table of Contents
     Value Fund     C&B Large
Cap Value
Fund
    Pro Forma-
C&B Large Cap
Value Fund(1)
 
     Class C     Class C     Class C  

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   1.00 %   1.00 %   1.00 %

Redemption Fee(2)

   1.00 %   None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.70 %   0.67 %   0.67 %

Distribution (12b-1) Fees

   0.75 %   0.75 %   0.75 %

Other Expenses(4)

   1.01 %   0.64 %   0.64 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.00 %   0.00 %

Total Annual Fund Operating Expenses

   2.47 %   2.06 %(6)   2.06 %(6)

Fee Waivers

   0.51 %   0.11 %   0.16 %

Net Expenses

   1.96 %(7)(8)   1.95 %(9)   1.90 %(9)

 

     Value Fund     C&B Large
Cap Value
Fund
    Pro Forma-
C&B Large Cap
Value Fund(1)
 
     Investor Class     Investor Class
(formerly
Class D)
    Investor Class
(formerly
Class D)
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Redemption Fee(2)

   1.00 %   None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.70 %   0.67 %   0.67 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   1.16 %   0.76 %   0.76 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.00 %   0.00 %

Total Annual Fund Operating Expenses

   1.87 %   1.43 %(6)   1.43 %(6)

Fee Waivers

   0.66 %   0.23 %   0.23 %

Net Expenses

   1.21 %(7)(8)   1.20 %(9)   1.20 %(9)

 

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Table of Contents
     Value Fund     C&B Large
Cap Value
Fund
    Pro Forma-
C&B Large Cap
Value Fund(1)
 
     Administrator
Class
    Administrator
Class
    Administrator
Class
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases

(as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load)

(as a percentage of the NAV at purchase)

   None     None     None  

Redemption Fee(2)

   1.00 %   None     None  

Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

      

Management Fees(3)

   0.70 %   0.67 %   0.67 %

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(4)

   0.81 %   0.46 %   0.46 %

Acquired Fund Fees and Expenses(5)

   0.01 %   0.00 %   0.00 %

Total Annual Fund Operating Expenses

   1.52 %   1.13 %(6)   1.13 %(6)

Fee Waivers

   0.56 %   0.18 %   0.18 %

Net Expenses

   0.96 %(7)(8)   0.95 %(9)   0.95 %(9)

 

(1)

Assuming Reorganization of the Class A, Class B, Class C, Investor Class, and Administrator Class shares of the Value Fund into the Class A, Class B, Class C, Investor Class and Administrator Class shares, respectively, of the C&B Large Cap Value Fund.

(2)

Deducted from the net proceeds if shares redeemed (or exchanged) within 365 days of purchase. This fee is retained by the Fund.

(3)

Each Fund has a breakpoint schedule under which the management fee will decrease on Fund net assets above designated levels, as shown in the “Comparison of Investment Advisory Fees” section.

(4)

Includes expenses payable to affiliates of Wells Fargo & Company.

(5)

Reflects the pro-rata portion of the net operating expenses of any money market fund or other fund held by the Fund. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.

(6)

Includes gross expenses allocated from the master portfolio in which the Fund invests.

(7)

The net operating expense ratio shown here includes the expenses of any money market fund or other fund held by the Fund.

(8)

Funds Management has committed through November 30, 2008 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, excluding the expenses of any money market fund or other fund held by the Fund, at 1.20% for Class A shares, 1.95% for Class B and Class C shares, 1.20% for Investor Class shares and 0.95% for Administrator Class shares. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(9)

Funds Management has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

(10)

Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% contingent deferred sales charge if they are redeemed within eighteen months from the date of purchase. See “A Choice of Share Classes” for further information.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The maximum initial sales charge, if any, is reflected in this example. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either

 

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Table of Contents

redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers in the Annual Operating Expenses are only reflected for the length of each waiver commitment in each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)
     Class A    Class A    Class A

One Year

   $ 691    $ 690    $ 685

Three Years

   $ 1,037    $ 956    $ 951

Five Years

   $ 1,406    $ 1,242    $ 1,237

Ten Years

   $ 2,439    $ 2,054    $ 2,050

 

     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)

If you redeem your shares

   Class B    Class B    Class B

One Year

   $ 699    $ 698    $ 693

Three Years

   $ 1,021    $ 935    $ 930

Five Years

   $ 1,470    $ 1,298    $ 1,294

Ten Years

   $ 2,488    $ 2,098    $ 2,094

 

     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)

If you do not redeem your shares

   Class B    Class B    Class B

One Year

   $ 199    $ 198    $ 193

Three Years

   $ 721    $ 635    $ 630

Five Years

   $ 1,270    $ 1,098    $ 1,094

Ten Years

   $ 2,488    $ 2,098    $ 2,094

 

     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)

If you redeem your shares

   Class C    Class C    Class C

One Year

   $ 299    $ 298    $ 293

Three Years

   $ 721    $ 635    $ 633

Five Years

   $ 1,270    $ 1,098    $ 1,099

Ten Years

   $ 2,768    $ 2,381    $ 2,390

 

     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)

If you do not redeem your shares

   Class C    Class C    Class C

One Year

   $ 199    $ 198    $ 193

Three Years

   $ 721    $ 635    $ 630

Five Years

   $ 1,270    $ 1,098    $ 1,094

Ten Years

   $ 2,768    $ 2,381    $ 2,377

 

     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)
     Investor Class    Investor Class (formerly
Class D)
   Investor Class (formerly
Class D)

One Year

   $ 123    $ 122    $ 122

Three Years

   $ 524    $ 430    $ 430

Five Years

   $ 950    $ 760    $ 760

Ten Years

   $ 2,137    $ 1693    $ 1,693

 

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Table of Contents
     Value Fund    C&B Large Cap Value
Fund
   Pro Forma-C&B Large
Cap Value Fund(1)
     Administrator Class    Administrator Class    Administrator Class

One Year

   $ 98    $ 97    $ 97

Three Years

   $ 425    $ 341    $ 341

Five Years

   $ 776    $ 605    $ 605

Ten Years

   $ 1,765    $ 1,359    $ 1,359

 

(11)

Assuming Reorganization of the Class A, Class B, Class C, Investor Class, and Administrator Class shares of the Value Fund into the Class A, Class B, Class C, Investor Class and Administrator Class shares, respectively, of the C&B Large Cap Value Fund.

 

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EXHIBIT B — COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENTS

AND PRINCIPAL INVESTMENT STRATEGIES, SUB-ADVISERS AND PORTFOLIO MANAGERS OF

THE TARGET FUNDS AND ACQUIRING FUNDS

 

    

BALANCED (TARGET FUND)

  

ASSET ALLOCATION (ACQUIRING FUND)

Investment Objective    Seeks total return, consisting of capital appreciation and current income.    Seeks long-term total return, consisting of capital appreciation and current income.
Principal Investments   

Under normal circumstances, the Fund invests:

-   60% of the Fund’s total assets in equity securities;

-   40% of the Fund’s total assets in fixed income securities; and

-   up to 10% of the Fund’s total assets in below investment-grade fixed income securities.

  

The Fund’s “neutral” target allocation is as follows:

-   60% of the Fund’s total assets in equity securities; and

-   40% of the Fund’s total assets in fixed income securities.

 

Target Allocations

         Neutral Target Allocation    Target Allocation Ranges
      Equity Styles    60%    35–85%
      Fixed Income Styles    40%    15–65%
Principal Investment Strategies   

The Fund seeks to achieve its investment objective by investing in both equity and fixed income securities. The Fund primarily invests the equity portion of the its portfolio in securities, including common and preferred stocks and convertible securities, of large-capitalization, dividend-paying, U.S. companies that offer the potential for capital growth, and attempt to balance an investment’s prospects for growth and income with its potential risks. The Fund primarily invests the fixed income portion of its portfolio in investment-grade bonds of intermediate duration, including U.S. Government obligations, corporate securities and mortgage-backed securities.

 

For the equity portion, the Fund invests principally in equity securities of large-capitalization companies that it defines as companies with market capitalizations of $3 billion or more. The Fund focuses on identifying companies that it believes have exceptional valuations, above-market earnings growth, as well as consistency of dividend income and dividend growth. The Fund’s screening process to identify such premier companies involves a search by market capitalization, dividend income, and stability of earnings to refine its selection universe. Additionally, the Fund screens for valuation by utilizing a comparative valuation tool that

  

The asset classes we invest in are:

Equity Securities—The Fund invests a portion of its assets in common stocks to replicate the S&P 500 Index. The Fund does not individually select common stocks on the basis of traditional investment analysis. Instead, it invests in each company comprising the S&P 500 Index in proportion to its weighting in the S&P 500 Index; and

 

Fixed Income Securities—The Fund invests a portion of its assets in U.S. Treasury Bonds to replicate the Lehman Brothers 20+ Treasury Index. Bonds in this index have remaining maturities of twenty years or more.

 

The Fund invests in equity and fixed income securities with an emphasis on equity securities. The Fund does not select individual securities for investment, rather, it buys substantially all of the securities of various indexes to replicate such indexes. The Fund invests the equity portion of its assets in common stocks to replicate the S&P 500 Index, and invests the fixed income portion of its assets in U.S. Treasury Bonds to replicate the Lehman Brothers 20+ Treasury Index. The Fund seeks to maintain a 95% or better performance correlation with the respective indexes, before fees and expenses, regardless of market conditions.

 

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BALANCED (TARGET FUND)

  

ASSET ALLOCATION (ACQUIRING FUND)

  

ranks a company’s stock against a universe of other companies. This process helps the Fund identify undervalued stocks and allows the Fund to focus its fundamental research on stocks that appear to offer exceptional investment opportunities. The Fund’s fundamental research includes in-depth financial statement analysis that includes looking at a company’s operating characteristics such as earnings and cash flow prospects, profit margin trends, and consistency of revenue growth. Other standard valuation measures are applied to this select group of stocks, such as price to earnings, price to book, price to sales and price to cash flow ratios, both on an absolute and on a relative basis. The Fund believes that its focus on valuation, capitalization size, consistency, and dividend yield all combine to produce a diversified portfolio of high quality stocks. Because few companies meet the Fund’s select screening criteria, it generally follows a low turnover approach and will only sell a stock if it no longer fits its criteria of a premier company.

 

For the fixed income portion, the Fund employs a top-down, macroeconomic outlook to determine the portfolio’s duration, yield curve positioning and sector allocation. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, inflation, monetary and fiscal policy, as well as the influence of international economic and financial conditions. In combination with our top-down, macroeconomic approach, the Fund employs a bottom-up process of fundamental securities analysis to select specific securities for investment. Elements of this evaluation may include duration measurements, historical yield spread relationships, volatility trends, mortgage refinance rates, as well as other factors. The Fund may sell a security due to changes in its outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold and replaced with one that presents a better value or risk/reward profile. The Fund may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

  

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in its target allocations. The Fund does not anticipate making a substantial number of target allocation changes. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

The percentage of Fund assets that it invests in different asset classes may temporarily deviate from the Fund’s target allocations due to changes in market values. The Fund may use cash flows or effect transactions to re-establish the target allocations.

 

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BALANCED (TARGET FUND)

  

ASSET ALLOCATION (ACQUIRING FUND)

   The percentage of Fund assets invested in equity securities or fixed-income securities may temporarily deviate from the percentages indicated above due to changes in market values. The Fund uses the daily cash flows to maintain the target asset allocations, and will rebalance when its assets deviate by a significant percentage from the target asset allocations.   
Sub-Adviser    Wells Capital Management Incorporated    Wells Capital Management Incorporated
Portfolio Managers   

Gary J. Dunn, CFA

W. Frank Koster

Robert M. Thornburg

  

Galen G. Blomster, CFA

Gregory T. Genung, CFA

Jeffrey P. Mellas

    

CORPORATE BOND (TARGET FUND)

  

INCOME PLUS (ACQUIRING FUND)

Investment Objective    Seeks current income while maintaining prospects for capital appreciation.    Seeks to maximize income while maintaining prospects for capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s net assets in corporate debt securities;

-   up to 35% of the Fund’s total assets in U.S. dollar-denominated debt securities of foreign issuers; and

-   up to 25% of the Fund’s total assets in below investment-grade debt securities.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in income-producing securities;

-   up to 35% of the Fund’s total assets in debt securities that are below investment-grade; and

-   up to 25% of the Fund’s total assets in debt securities of foreign issuers.

Principal Investment Strategies   

We invest principally in corporate debt securities. We may invest in investment-grade and below investment-grade debt securities (often called “high-yield” securities or “junk bonds”), as well as in debt securities of both domestic and foreign issuers. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated BB through C by Standard & Poor’s, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. We may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Additionally, we may invest in stripped securities.

 

We begin our investment process with a top-down, macroeconomic view to guide our decision-making. Our macroeconomic view is used to determine the portfolio’s duration, yield curve positioning and industry allocation. We then employ credit analysis to determine which securities to purchase. This analysis includes an assessment of macroeconomic

   We invest principally in debt securities, including corporate, mortgage- and asset-backed securities, bank loans and U.S. Government obligations. These securities may have fixed, floating or variable rates and may include debt securities of both domestic and foreign issuers. We invest in both investment-grade and below investment-grade debt securities. Below investment-grade debt securities (often called “high yield” securities or “junk bonds”) offer the potential for higher returns, as they generally carry a higher yield to compensate for the higher risk associated with their investment. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least Caa by Moody’s or CCC by Standard & Poor’s, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. We expect to maintain an average credit quality for this portion of the Fund’s portfolio equivalent to B or higher. We may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

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CORPORATE BOND (TARGET FUND)

  

INCOME PLUS (ACQUIRING FUND)

   trends, industry characteristics and corporate earnings. Our credit analysis also considers an issuer’s general financial condition, its competitive position and its management strategies. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold and replaced with one that presents a better value or risk/reward profile. We may actively trade portfolio securities.    We start our investment process with a top-down, macroeconomic outlook to determine portfolio duration and yield curve positioning as well as industry, sector and credit quality allocations. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, corporate profits, inflation, monetary and fiscal policy, as well as the influence of international economic and financial conditions. Within these parameters, we then apply rigorous credit research to select individual securities that we believe can add value from income and/or the potential for capital appreciation. Our credit research may include an assessment of an issuer’s general financial condition, its competitive positioning and management strength, as well as industry characteristics and other factors. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold and replaced with one that presents a better value or risk/reward profile. We may actively trade portfolio securities.
Sub-Adviser    Wells Capital Management Incorporated    Wells Capital Management Incorporated
Portfolio Managers   

D. James Newton II, CFA, CPA

Janet S. Rilling, CFA, CPA

  

W. Frank Koster

Thomas M. Price, CFA

 

Note: In the future, Funds Management intends to add the current portfolio managers of the Target Fund and Michael J. Bray, CFA, to the Acquiring Fund.

    

HIGH YIELD BOND (TARGET FUND)

  

HIGH INCOME (ACQUIRING FUND)

Investment

Objective

   Seeks total return, consisting of a high level of current income and capital appreciation.    Seeks total return, consisting of a high level of current income and capital appreciation.

Principal

Investments

  

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s net assets in corporate debt securities that are below investment-grade; and

-   up to 20% of the Fund’s net assets in preferred and convertible securities.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in corporate debt securities that are below investment-grade;

-   up to 30% of the Fund’s total assets in U.S. dollar-denominated debt securities of foreign issuers;

-   up to 20% of the Fund’s total assets in equities and convertible debt securities; and

-   up to 10% of the Fund’s total assets in debt securities that are in default at the time of purchase.

 

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HIGH YIELD BOND (TARGET FUND)

  

HIGH INCOME (ACQUIRING FUND)

Principal

Investment

Strategies

  

We invest principally in below investment-grade debt securities (often called “high yield” securities or “junk bonds”) of corporate issuers. These include traditional corporate bonds as well as bank loans. These securities may have fixed, floating or variable rates. We will generally invest in below investment-grade debt securities that are rated at least Caa by Moody’s or CCC by Standard & Poor’s, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. The average credit quality of the Fund’s portfolio is expected to be equivalent to B or higher. We may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. We do not manage the Fund’s portfolio to a specific maturity or duration.

 

We focus on individual security selection (primarily using a bottom-up approach) and seek to identify high yield securities that appear comparatively undervalued. We use our knowledge of various industries to assess the risk/return tradeoff among issuers within particular industries, seeking to identify compelling relative value investments. We analyze the issuers’ long-term prospects and focus on characteristics such as management, asset coverage, free cash flow generation, liquidity and business risk. Our research and analysis highlights industry drivers, competitive position and operating trends with an emphasis on cash flow. We also talk to management, and consult industry contacts, debt and equity analysts, and rating agencies. We purchase securities when attractive risk/reward ideas are identified and sell securities when either the securities become overvalued or circumstances change in a way that adversely affects this risk/return profile.

  

We invest principally in below investment-grade debt securities (often called “high-yield” securities or “junk bonds”) of corporate issuers. These include traditional corporate bonds as well as bank loans. These securities may have fixed, floating or variable rates. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated BB through CCC by S&P, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Below investment-grade debt securities offer the potential for higher returns, as they generally carry a higher yield to compensate for the higher risk associated with their investment. We may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Additionally, we may invest in stripped securities.

 

We start our investment process with a top-down, macroeconomic outlook to determine industry and credit quality allocations. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, corporate profits, inflation, monetary and fiscal policy, as well as the influence of international economic and financial conditions. Within these parameters, we then apply rigorous credit research to select individual securities that we believe can add value from income and/or the potential for capital appreciation. Our credit research may include an assessment of an issuer’s general financial condition, its competitive positioning and management strength, as well as industry characteristics and other factors. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold and replaced with one that presents a better value or risk/reward profile.

Sub-Adviser    Wells Capital Management Incorporated    Wells Capital Management Incorporated

Portfolio

Managers

  

Niklas Nordenfelt, CFA

Phil Susser

  

Kevin J. Maas, CFA

Thomas M. Price, CFA

Michael J. Schueller, CFA

 

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INTERMEDIATE GOVERNMENT INCOME (TARGET FUND)

  

GOVERNMENT SECURITIES (ACQUIRING FUND)

Investment Objective    Seeks to provide current income consistent with safety of principal.    Seeks current income.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s net assets in U.S. Government obligations, including repurchase agreements collateralized by U.S. Government obligations; and

-   up to 20% of the Fund’s net assets in non-government mortgage- and asset-backed securities.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in U.S. Government obligations and repurchase agreements collateralized by U.S. Government obligations; and

-   up to 20% of the Fund’s net assets in non-government investment-grade debt securities.

Principal Investment Strategies   

We invest principally in fixed and variable rate U.S. Government obligations, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. We will purchase only securities that are rated, at the time of purchase, within the two highest rating categories assigned by a Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. As part of our investment strategy, we may invest in stripped securities or enter into mortgage dollar rolls or reverse repurchase agreements. We may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, we expect the Fund’s dollar-weighted average effective duration will be within the range of 3- and 5-year U.S. Treasury notes. As a result, the dollar-weighted average effective maturity of the Fund generally ranges from 3 to 10 years.

 

We invest in debt securities that we believe offer competitive returns and are undervalued, offering additional income and/or price appreciation potential, relative to other debt securities of similar credit quality and interest rate sensitivity. As part of our investment strategy, we invest in mortgage-backed securities guaranteed by U.S. Government agencies, and to a lesser extent, other securities rated AAA or Aaa, that we believe will sufficiently outperform U.S. Treasuries. We may sell a security that has achieved its desired return or if we believe the security or its sector has become overvalued. We may also sell a security if a more attractive opportunity becomes available or if the security is no longer attractive due to its risk profile or as a result of changes in the overall market environment. We may actively trade portfolio securities.

  

We invest principally in U.S. Government obligations, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. These securities may have fixed, floating or variable rates and also include mortgage-backed securities. As part of our mortgage-backed securities investment strategy, we may enter into dollar rolls or invest in stripped securities. We may also use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

We employ a top-down, macroeconomic outlook to determine the portfolio’s duration, yield curve positioning and sector allocation. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, inflation, monetary and fiscal policy, as well as the influence of international economic and financial conditions. In combination with our top-down, macroeconomic approach, we employ a bottom-up process of fundamental securities analysis to select the specific securities for investment. Elements of this evaluation may include duration measurements, historical yield spread relationships, volatility trends, mortgage refinance rates, as well as other factors. We may sell a security due to changes in our outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold and replaced with one that presents a better value or risk/reward profile. We may actively trade portfolio securities.

 

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INTERMEDIATE GOVERNMENT INCOME (TARGET FUND)

  

GOVERNMENT SECURITIES (ACQUIRING FUND)

Sub-Adviser    Wells Capital Management Incorporated    Wells Capital Management Incorporated
Portfolio Manager(s)    William Stevens   

Michael J. Bray, CFA

W. Frank Koster

Jay N. Mueller, CFA

    

NATIONAL LIMITED-TERM TAX-FREE (TARGET FUND)

  

SHORT-TERM MUNICIPAL BOND (ACQUIRING FUND)

Investment Objective    Seeks current income exempt from federal income taxes, consistent with capital preservation.    Seeks current income exempt from federal income tax consistent with capital preservation.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s net assets in municipal securities that pay interest exempt from federal income tax, including federal AMT;

-   up to 20% of the Fund’s net assets in securities that pay interest subject to federal income tax, including federal AMT; and

-   up to 10% of the Fund’s total assets in below investment-grade municipal securities.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in municipal securities that pay interest exempt from federal income tax, but not necessarily the federal AMT;

-   up to 20% of the Fund’s net assets in securities that pay interest subject to federal AMT; and

-   up to 15% of the Fund’s total assets in below investment-grade municipal securities.

Principal Investment Strategies   

We invest principally in municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, including federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by us to be of comparable quality. We may also invest a portion of the Fund’s net assets in securities that pay interest subject to federal AMT. We may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, we expect the Fund’s dollar-weighted average effective maturity to be between 1 and 5 years.

 

We start our investment process with a top-down, macroeconomic outlook to determine portfolio duration and yield curve positioning as well as industry, sector and credit quality allocations. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, inflation, and monetary and fiscal policy. In combination with our top-down macroeconomic approach, we conduct intensive research on individual issuers to uncover solid investment opportunities, especially looking for bonds whose quality

  

We invest principally in short-term municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, but not necessarily the federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by us to be of comparable quality. We may also invest a portion of the Fund’s total assets in securities that pay interest subject to federal AMT. We may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, we expect the Fund’s dollar-weighted average effective maturity to be 3 years or less.

 

We start our investment process with a top-down, macroeconomic outlook to determine portfolio duration and yield curve positioning as well as industry, sector and credit quality allocations. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, inflation, and monetary and fiscal policy. In combination with our top-down macroeconomic approach, we conduct intensive research on individual issuers to uncover solid investment opportunities,

 

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NATIONAL LIMITED-TERM TAX-FREE (TARGET FUND)

  

SHORT-TERM MUNICIPAL BOND (ACQUIRING FUND)

   may be improving. Our security selection is based on several factors including, among others, improving financial trends, positive industry and sector dynamics, improving economic conditions, specific demographic trends and value relative to other securities. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold based on relative value considerations and could be replaced with a security that presents a better value or risk/reward profile.    especially looking for bonds whose quality may be improving. Our security selection is based on several factors including, among others, improving financial trends, positive industry and sector dynamics, improving economic conditions, specific demographic trends and value relative to other securities. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold based on relative value considerations and could be replaced with a security that presents a better value or risk/reward profile. We may actively trade portfolio securities.
Sub-Adviser    Wells Capital Management Incorporated    Wells Capital Management Incorporated
Portfolio Manager(s)    Lyle J. Fitterer, CFA, CPA   

Wendy Casetta

Lyle J. Fitterer, CFA, CPA

    

NATIONAL TAX-FREE (TARGET FUND)

  

MUNICIPAL BOND (ACQUIRING FUND)

Investment

Objective

   Seeks current income exempt from federal income tax.    Seeks current income exempt from federal income tax.

Principal

Investments

  

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s net assets in municipal securities that pay interest exempt from federal income tax, including federal AMT;

-   up to 20% of the Fund’s net assets in securities that pay interest subject to federal income tax, including federal AMT; and

-   up to 10% of the Fund’s total assets in below investment-grade municipal securities.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in municipal securities that pay interest exempt from federal income tax, but not necessarily the federal AMT;

-   up to 20% of the Fund’s net assets in securities that pay interest subject to federal AMT; and

-   up to 20% of the Fund’s total assets in below investment-grade municipal securities.

Principal

Investment

Strategies

   We invest principally in municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, including federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by us to be of comparable quality. We may also invest a portion of the Fund’s net assets in securities that pay interest subject to federal AMT. We may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, we expect the Fund’s dollar-weighted average effective maturity to be greater than 5 years and less than 20 years.    We invest principally in municipal securities of states, territories and possessions of the United States that pay interest exempt from federal income tax, but not necessarily federal alternative minimum tax. Some of the securities may be below investment grade or may be unrated and deemed by us to be of comparable quality. We may also invest a portion of the Fund’s total assets in securities that pay interest subject to federal AMT. We may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. Under normal circumstances, we expect the Fund’s dollar-weighted average effective maturity to be greater than 5 years and less than 20 years.

 

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NATIONAL TAX-FREE (TARGET FUND)

  

MUNICIPAL BOND (ACQUIRING FUND)

   We start our investment process with a top-down, macroeconomic outlook to determine portfolio duration and yield curve positioning as well as industry, sector and credit quality allocations. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, inflation, and monetary and fiscal policy. In combination with our top-down macroeconomic approach, we conduct intensive research on individual issuers to uncover solid investment opportunities, especially looking for bonds whose quality may be improving. Our security selection is based on several factors including, among others, improving financial trends, positive industry and sector dynamics, improving economic conditions, specific demographic trends and value relative to other securities. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold based on relative value considerations and could be replaced with a security that presents a better value or risk/reward profile.    We start our investment process with a top-down, macroeconomic outlook to determine portfolio duration and yield curve positioning as well as industry, sector and credit quality allocations. Macroeconomic factors considered may include, among others, the pace of economic growth, employment conditions, inflation, and monetary and fiscal policy. In combination with our top-down macroeconomic approach, we conduct intensive research on individual issuers to uncover solid investment opportunities, especially looking for bonds whose quality may be improving. Our security selection is based on several factors including, among others, improving financial trends, positive industry and sector dynamics, improving economic conditions, specific demographic trends and value relative to other securities. We may sell a security due to changes in credit characteristics or outlook, as well as changes in portfolio strategy or cash flow needs. A security may also be sold based on relative value considerations and could be replaced with a security that presents a better value or risk/reward profile. We may actively trade portfolio securities.

Sub-Adviser

   Wells Capital Management Incorporated    Wells Capital Management Incorporated

Portfolio

Managers

   Lyle J. Fitterer, CFA, CPA    Lyle J. Fitterer, CFA, CPA
    

OVERSEAS (TARGET FUND)

  

INTERNATIONAL EQUITY (ACQUIRING FUND)

Investment

Objective

   Seeks long-term capital appreciation.    Seeks long-term capital appreciation.

Principal

Investments

  

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s net assets in equity securities of foreign issuers; and

-   up to 20% of the Fund’s total assets in emerging market equity securities.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in equity securities of foreign issuers; and

-   up to 20% of the Fund’s total assets in emerging market equity securities.

Principal

Investment

Strategies

   We invest principally in equity securities of foreign issuers. We invest primarily in developed countries, but may invest in emerging markets. Furthermore, we may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.    We invest principally in the equity securities of foreign issuers through the use of three different styles of international equity management: an international growth style, sub-advised by Artisan Partners Limited Partnership; an international value style, sub-advised by LSV Asset Management; and an international blend style, sub-advised by New Star Institutional Managers Limited. We invest

 

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OVERSEAS (TARGET FUND)

  

INTERNATIONAL EQUITY (ACQUIRING FUND)

   (The following disclosure tracks New Star’s Principal Investment Strategies.) We invest in companies with strong growth potential and offer good value relative to similar investments. These companies typically have distinct competitive advantages, high or improving returns on invested capital, and a potential for positive earnings surprises. We follow a two-phase investment process. In the first phase, we conduct bottom-up research on international growth and value stocks using a combination of company visits, broker research, analyst meetings and financial databases. All stocks considered for purchase are analyzed using an “Economic Value Added” (EVA) methodology, which seeks to identify the factors driving company profitability, such as cost of capital and net operating margin. EVA is a performance measure that provides an estimate of the economic profit of a company by measuring the amount by which earnings exceed or fall short of the required minimum rate of return that could be generated by investing in other securities of comparable risk. In the second phase of the investment process, investment recommendations are combined with sector and country considerations for final stock selections. After a review of fundamentals of all stocks owned, we may choose to sell a holding when it no longer offers attractive growth prospects or to take advantage of a better investment opportunity. We reserve the right to hedge the portfolio’s foreign currency exposure by purchasing or selling currency futures and foreign currency forward contracts. However, under normal circumstances, we will not engage in extensive foreign currency hedging.   

primarily in developed countries, but may invest in emerging markets. Furthermore, we may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return. We reserve the right to hedge the portfolio’s foreign currency exposure by purchasing or selling currency futures and foreign currency forward contracts. However, under normal circumstances, we will not engage in extensive foreign currency hedging.

 

Artisan Partners Limited Partnership (Artisan)

Artisan invests in equity securities of foreign issuers by using a bottom-up investment process described below to identify investments in international growth companies, focusing on industries or themes that Artisan believes present accelerating growth prospects. Company visits are a key component of Artisan’s investment process, providing an opportunity to develop an understanding of a company, its management and its current and future strategic plans. Company visits also provide an opportunity to identify, validate or disprove an investment theme. Particular emphasis is placed on researching well-managed companies with dominant or increasing market shares that Artisan believes may lead to sustained earnings growth. Artisan pays careful attention to valuation relative to a company’s market or global industry in choosing investments. Artisan generally purchases securities it believes offer the most compelling potential earnings growth relative to their valuation. Artisan may choose to sell a stock when a company exhibits deteriorating fundamentals, changing circumstances affect the original reasons for its purchase, or to take advantage of a better opportunity.

 

LSV Asset Management (LSV)

LSV invests in equity securities of foreign issuers which it believes are undervalued in the marketplace at the time of purchase and show recent positive signals, such as an appreciation in prices and increase in earnings. Factors LSV considers in determining undervaluation include dividend yield, earnings relative to price, cash flow relative to price and book value relative to market value. LSV believes that these securities have the potential to

 

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OVERSEAS (TARGET FUND)

  

INTERNATIONAL EQUITY (ACQUIRING FUND)

     

produce future returns if their future growth exceeds the market’s low expectations. LSV uses a quantitative investment model to make investment decisions for the Fund. The investment model is designed to take advantage of judgmental biases that influence the decisions of many investors, such as the tendency to develop a “mindset” about a company or to wrongly equate a good company with a good investment irrespective of price. The investment model ranks securities based on fundamental measures of value (such as the dividend yield) and indicators of near-term recovery (such as recent price appreciation). This investment strategy seeks to manage overall portfolio risk while attempting to increase the expected return. A stock is typically sold if the model indicates a decline in its ranking or if a stock’s relative portfolio weight has appreciated significantly (relative to the benchmark).

 

New Star Institutional Managers Limited (New Star)

New Star invests in equity securities of foreign issuers with strong growth potential and that offer good value relative to similar investments. These companies typically have distinct competitive advantages, high or improving returns on invested capital, and a potential for positive earnings surprises (company’s history of meeting earnings targets). New Star follows a two-phase investment process. In the first phase, New Star conducts bottom-up research on international growth and value stocks using a combination of company visits, broker research, analyst meetings and financial databases. All stocks considered for purchase are analyzed using an “Economic Value Added” (EVA) methodology, which seeks to identify the factors driving company profitability, such as cost of capital and net operating margin. EVA is a performance measure that provides an estimate of the economic profit of a company by measuring the amount by which earnings exceed or fall short of the required minimum rate of return that could be generated by investing in other securities of comparable risk. In the second phase of the investment process, investment recommendations are combined

 

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OVERSEAS (TARGET FUND)

  

INTERNATIONAL EQUITY (ACQUIRING FUND)

      with sector and country considerations for final stock selections. After a review of fundamentals of all stocks owned, New Star may choose to sell a holding when it no longer offers favorable growth prospects or to take advantage of a better investment opportunity.
Sub-Adviser(s)    New Star Institutional Managers Limited   

Artisan Partners Limited Partnership

LSV Asset Management

New Star Institutional Managers Limited

Portfolio

Manager

  

Mark Beale

Brian Coffey

Richard Lewis

  

Mark Beale

Brian Coffey

Josef Lakonishok

Richard Lewis

Puneet Mansharamani, CFA

Menno Vermeulen, CFA

Mark L. Yockey, CFA

    

VALUE (TARGET FUND)

  

C&B LARGE CAP VALUE (ACQUIRING FUND)

Investment Objective    Seeks maximum long-term, after-tax total return, consistent with minimizing risk to principal of large capitalization companies.    Seeks maximum long-term total return (current income and capital appreciation), consistent with minimizing risk to principal.
Principal Investments   

Under normal circumstances, the Fund invests:

-   at least 80% of the Fund’s total assets in equity securities of large-capitalization companies.

  

Under normal circumstances the Fund invests:

-   at least 80% of the Fund’s net assets in equity securities of large-capitalization companies.

Principal Investment Strategies   

We invest principally in equity securities of large-capitalization companies which we define as companies with market capitalizations of $3 billion or more. We attempt to minimize adverse federal income tax consequences for the Fund’s shareholders by managing the amount of realized gains, through reduced portfolio turnover. We cannot predict the impact of this strategy on the realization of gains or losses for the Fund but we intend to balance these tax considerations with the pursuit of the Fund’s objective. We manage a relatively focused portfolio of 30 to 50 companies that enables us to provide adequate diversification while allowing the composition and performance of the portfolio to behave differently than the market. Furthermore, we may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

We select securities for the portfolio based on an analysis of a company’s financial characteristics and an assessment of the

  

The Fund is a gateway fund that invests substantially all of its assets in the C&B Large Cap Value Portfolio, a master portfolio with a substantially identical investment objective and substantially similar investment strategies. We may invest in additional master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities.

 

We invest principally in equity securities of large-capitalization companies, which we define as companies with market capitalizations of $3 billion or more. We manage a relatively focused portfolio of 30 to 50 companies that enables us to provide adequate diversification while allowing the composition and performance of the portfolio to behave differently than the market. Furthermore, we may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

We select securities for the portfolio based on an analysis of a company’s financial characteristics and an assessment of the

 

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VALUE (TARGET FUND)

  

C&B LARGE CAP VALUE (ACQUIRING FUND)

   quality of a company’s management. In selecting a company, we consider criteria such as return on equity, balance sheet strength, industry leadership position and cash flow projections. We further narrow the universe of acceptable investments by undertaking intensive research including interviews with a company’s top management, customers and suppliers. We believe our assessment of business quality and emphasis on valuation will protect the portfolio’s assets in down markets, while our insistence on strength in leadership, financial condition and cash flow position will produce competitive results in all but the most speculative markets. We regularly review the investments of the portfolio and may sell a portfolio holding when we believe it has achieved its valuation target, there is deterioration in the underlying fundamentals of the business, or we have identified a more attractive investment opportunity.    quality of a company’s management. In selecting a company, we consider criteria such as return on equity, balance sheet strength, industry leadership position and cash flow projections. We further narrow the universe of acceptable investments by undertaking intensive research including interviews with a company’s top management, customers and suppliers. We believe our assessment of business quality and emphasis on valuation will protect the portfolio’s assets in down markets, while our insistence on strength in leadership, financial condition and cash flow position will produce competitive results in all but the most speculative markets. We regularly review the investments of the portfolio and may sell a portfolio holding when it has achieved its valuation target, there is deterioration in the underlying fundamentals of the business, or we have identified a more attractive investment opportunity.
Sub-Adviser    Cooke & Bieler, LP    Cooke & Bieler, LP
Portfolio Managers   

Kermit S. Eck, CFA

Daren C. Heitman, CFA

Michael M. Meyer, CFA

James R. Norris

Edward W. O’Connor, CFA

R. James O’Neil, CFA

Mehul Trivedi, CFA

  

Kermit S. Eck, CFA

Daren C. Heitman, CFA

Michael M. Meyer, CFA

James R. Norris

Edward W. O’Connor, CFA

R. James O’Neil, CFA

Mehul Trivedi, CFA

 

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EXHIBIT C — COMPARISON OF RISKS

The following tables identify which principal risks are applicable to each Target Fund and Acquiring Fund (in bold print). A detailed definition of each of these risks can be found under the section, “Common and Specific Risk Considerations” in the Prospectus/Proxy Statement.

 

     Balanced    Asset
Allocation
   Corporate
Bond
   Income
Plus
   High Yield
Bond
   High
Income

Active Trading Risk

                     

Counter-Party Risk

                             

Currency Hedging Risk

                   

Debt Securities Risk

                             

Derivatives Risk

                             

Emerging Markets Risk

                 

Foreign Investment Risk

                         

Growth Style Investment Risk

                 

High Yield Securities Risk

                           

Index Tracking Risk

                   

Issuer Risk

                             

Leverage Risk

                             

Liquidity Risk

                             

Management Risk

                             

Market Risk

                             

Mortgage- and Asset-Backed Securities Risk

             `           

Multi-Style Management Risk

                 

Municipal Securities Risk

                 

Regulatory Risk

                             

Smaller Company Risk

                 

Stripped Securities Risk

                     

Tax Suitability Risk

                 

U.S. Government Obligations Risk

                       

Value Style Investment Risk

                   

 

     Intermediate
Government
Income
   Government
Securities
   National
Limited-
Term
Tax-Free
   Short-
Term
Municipal
Bond
   National
Tax-Free
   Municipal
Bond

Active Trading Risk

                         

Counter-Party Risk

                             

Currency Hedging Risk

                 

Debt Securities Risk

                             

Derivatives Risk

                             

Emerging Markets Risk

                 

Foreign Investment Risk

                 

Growth Style Investment Risk

                 

High Yield Securities Risk

                         

Index Tracking Risk

                 

Issuer Risk

                     

Leverage Risk

                             

Liquidity Risk

                             

Management Risk

                             

Market Risk

                             

 

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     Intermediate
Government
Income
   Government
Securities
   National
Limited-
Term
Tax-Free
   Short-
Term
Municipal
Bond
   National
Tax-Free
   Municipal
Bond

Mortgage- and Asset-Backed Securities Risk

                     

Multi-Style Management Risk

                 

Municipal Securities Risk

                         

Regulatory Risk

                             

Smaller Company Risk

                 

Stripped Securities Risk

                     

Tax Suitability Risk

                 

U.S. Government Obligations Risk

                     

Value Style Investment Risk

                 

 

     Overseas    International
Equity
   Value    C&B Large
Cap Value

Active Trading Risk

           

Counter-Party Risk

                   

Currency Hedging Risk

               

Debt Securities Risk

           

Derivatives Risk

                   

Emerging Markets Risk

               

Foreign Investment Risk

               

Growth Style Investment Risk

               

High Yield Securities Risk

           

Index Tracking Risk

           

Issuer Risk

                   

Leverage Risk

                   

Liquidity Risk

                   

Management Risk

                   

Market Risk

                   

Mortgage- and Asset-Backed Securities Risk

           

Multi-Style Management Risk

             

Municipal Securities Risk

           

Regulatory Risk

                   

Smaller Company Risk

               

Stripped Securities Risk

           

Tax Suitability Risk

             

U.S. Government Obligations Risk

           

Value Style Investment Risk

                   

 

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EXHIBIT D — PORTFOLIO MANAGERS

Mark Beale

International Equity Fund

Overseas Fund

Mr. Beale is jointly responsible for managing the International Equity Fund, which he has managed since 2004, and the Overseas Fund, which he has managed since 2005. Mr. Beale joined New Star in 1982 and is the lead portfolio manager for New Star’s international equity product. He is a member of the Investment Policy and Currency Group. Mr. Beale is Co-Head of Institutional Equity and has oversight of the New Star Team-based approach. Education: B.A., Economic History, University of Sussex, England.

Galen G. Blomster, CFA

Asset Allocation Fund

Mr. Blomster is jointly responsible for managing the Asset Allocation Fund, which he has managed since 2002. He joined Wells Capital Management as Vice President and Director of Research from Norwest Investment Management, where he served as a portfolio manager until the two firms combined investment advisory services under the Wells Capital Management name in 1999. He briefly retired from Wells Capital Management in April 2007, and rejoined the firm in October 2007 as a Principal and Senior Advisor serving in an advisory capacity on the Quantitative Strategies Team. In this role, Mr. Blomster focuses primarily on research and the maintenance and development of the team’s quantitative models. Education: B.S., Dairy/Food Science and Economics, University of Minnesota; M.S. and Ph.D., Purdue University.

Michael J. Bray, CFA

Government Securities Fund

Income Plus Fund (effective at the closing of the Reorganization)

Mr. Bray is jointly responsible for managing the Government Securities Fund, which he has managed since 2005, and, effective at the closing of the Reorganization, will co-manage the Income Plus Fund. Mr. Bray joined Wells Capital Management in 2005 as a portfolio manager on the Customized Fixed Income Team specializing in government, agency and mortgage- and asset-backed securities. Prior to joining Wells Capital Management, Mr. Bray was a principal responsible for multi-currency yield curve arbitrage business at Windward Capital, LLC from 2004 to 2005. From 1996 to 2004, he was the managing director at State Street Research and Management, focusing on mutual fund and institutional account management. Education: B.S., Math and Actuarial Science, University of Connecticut, Storrs; M.B.A., Pennsylvania State University.

Wendy Casetta

Short-Term Municipal Bond Fund

Ms. Casetta is jointly responsible for managing the Short-Term Municipal Bond Fund, which she has managed since 2007. Ms. Casetta joined Wells Capital Management in 2005 as a portfolio manager with the Municipal Fixed Income Team. Prior to joining Wells Capital Management, Ms. Casetta was with Strong Capital Management, where she was a senior research analyst and portfolio manager for the Municipal Credit Research Team since 1998. Education: B.A., Finance, University of Wisconsin-Oshkosh; M.B.A., Business Administration, University of North Florida.

 

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Brian Coffey

International Equity Fund

Overseas Fund

Mr. Coffey is jointly responsible for managing the International Equity Fund and the Overseas Fund, both of which he has managed since 2006. Mr. Coffey joined New Star in 1988. He has specific regional responsibility for Latin America. He is a member of the Investment Policy Group and leads the efforts for research and stock selection in Latin America. Education: B.Sc., Financial Economics, University of London.

Gary J. Dunn, CFA

Balanced Fund

Mr. Dunn is jointly responsible for managing the Balanced Fund, which he has managed since 2005. He joined Wells Capital Management in 1998 as Principal for its Equity Income Team. Prior to that, he served as Director of Institutional Investments of Norwest Investment Management, which combined investment advisory services with Wells Capital Management in 1999. Education: B.A., Economics, Carroll College.

Kermit S. Eck, CFA

C&B Large Cap Value Fund

Value Fund

Mr. Eck is jointly responsible for managing the C&B Large Cap Value Fund and the Value Fund, both of which he has managed since 1997. Mr. Eck joined Cooke & Bieler in 1992 and currently serves as a partner, portfolio manager and research analyst. Education: B.S., Computer Science, Montana State University; M.B.A., Stanford University.

Lyle J. Fitterer, CFA, CPA

Municipal Bond Fund

National Limited-Term Tax-Free Fund

National Tax-Free Fund

Short-Term Municipal Bond Fund

Mr. Fitterer is responsible for managing the National Limited-Term Tax-Free Fund, which he has managed since 2006. Mr. Fitterer is jointly responsible for managing the Municipal Bond Fund and the Short-Term Municipal Bond Fund, both of which he has managed since 2000, and the National Tax-Free Fund, which he has managed since 2006. Mr. Fitterer joined Wells Capital Management in 2005 as the managing director and head of the Municipal Fixed Income Team and the Customized Fixed Income Team. He is also a senior portfolio manager focusing on managing tax-exempt portfolios. Prior to joining Wells Capital Management, Mr. Fitterer served as director of the Tax-Exempt Fixed Income Team at Strong Capital Management for five years. Education: B.S., Accounting, University of North Dakota.

Gregory T. Genung, CFA

Asset Allocation Fund

Mr. Genung is jointly responsible for managing the Asset Allocation Fund, which he has managed since 2006. Mr. Genung joined Wells Capital Management in 2001, and also manages certain Wells Fargo index and quantitative mutual funds, private accounts and collective trust funds. Education: B.B.A. Finance, and B.A. equivalency, Economics, University of Minnesota, Duluth.

 

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Daren C. Heitman, CFA

C&B Large Cap Value Fund

Value Fund

Mr. Heitman is jointly responsible for managing the C&B Large Cap Value Fund and the Value Fund, both of which he has managed since 2005. Mr. Heitman joined Cooke & Bieler in 2005 as a portfolio manager. Before joining Cooke & Bieler, Mr. Heitman was with Schneider Capital Management as a senior analyst from 2000 until 2005. Education: B.S., Finance, Iowa State University; M.B.A., University of Chicago.

W. Frank Koster

Balanced Fund

Government Securities Fund

Income Plus Fund

Mr. Koster is jointly responsible for managing the Balanced Fund and the Government Securities Fund, both of which he has managed since 2004, and the Income Plus Fund, which he has managed since 2005. He joined Wells Capital Management (WCM) in 2005 as a Portfolio Manager. Prior to joining WCM, Mr. Koster was with Strong Capital Management, Inc. (SCM), serving first as a Senior Vice President of SCM’s Institutional Business Group. From December 2000 to March 2001, he was a fixed-income product specialist at SCM, and from March 2001 through 2002, a portfolio manager for SCM’s institutional fixed-income accounts. Education: B.S., Economics, College of Wooster.

Josef Lakonishok

International Equity Fund

Dr. Lakonishok is jointly responsible for managing the International Equity Fund, which he has managed since 2004. Dr. Lakonishok has served as CEO, Partner and Portfolio Manager for LSV since its founding in 1994. Education: B.A., Economics and Statistics, Tel Aviv University; M.B.A., Tel Aviv University; M.S. and Ph.D., Business Administration, Cornell University.

Richard Lewis

International Equity Fund

Overseas Fund

Mr. Lewis is jointly responsible for managing the International Equity Fund, which he has managed since 2004, and the Overseas Fund, which he has managed since 2005. Mr. Lewis joined New Star in 1989. Mr. Lewis is a member of the Investment Policy and Currency Group, and has specific regional responsibility for New Star’s European Equity group. Mr. Lewis is Co-Head of Institutional Equity and has oversight of the New Star Team based approach. Education: B.S., Economics and Statistics, Bristol University, England.

Kevin J. Maas, CFA

High Income Fund

Mr. Maas is jointly responsible for managing the High Income Fund, which he has managed since 2007. Mr. Maas joined Wells Capital Management in 2005 as a senior research analyst specializing in taxable high yield securities. Prior to joining Wells Capital Management, Mr. Maas was with Strong Capital Management since 1999 as a high-yield, taxable fixed-income analyst. Education: B.S., Finance, University of Minnesota.

 

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Puneet Mansharamani, CFA

International Equity Fund

Mr. Mansharamani is jointly responsible for managing the International Equity Fund, which he has managed since 2006. Mr. Mansharamani has served as a Partner and Portfolio Manager of LSV since 2006 and as a Quantitative Analyst since 2000. Education: B.S., Engineering, Delhi University, Delhi College of Engineering; M.S., Engineering, Case Western Reserve University, Case School of Engineering.

Jeffrey P. Mellas

Asset Allocation Fund

Mr. Mellas is jointly responsible for managing the Asset Allocation Fund, which he has managed since 2003. Mr. Mellas joined Wells Capital Management in 2003 as Managing Director of Quantitative Asset Management and Portfolio Manager. In this role, Mr. Mellas oversees quantitative investment management efforts on behalf of institutional separate accounts, mutual investment funds and collective investment funds. Prior to joining Wells Capital Management, Mr. Mellas was with Alliance Capital Management since 1995, as Vice President and Global Portfolio Strategist. Education: B.A., Economics, University of Minnesota; M.B.A., Finance and International Business, New York University. Additional studies: International Management Program at Hâute Etudes Commerçiales, Paris, France, and Université de Valery, Montpellier, France.

Michael M. Meyer, CFA

C&B Large Cap Value Fund

Value Fund

Mr. Meyer is jointly responsible for managing the C&B Large Cap Value Fund, which he has managed since 1993, and the Value Fund, which he has managed since 1997. Mr. Meyer joined Cooke & Bieler in 1993 where he is currently a partner, portfolio manager and research analyst. Education: B.A., Economics, Davidson College; M.B.A., The Wharton School of Business.

Jay N. Mueller, CFA

Government Securities Fund

Mr. Mueller is jointly responsible for managing the Government Securities Fund, which he has managed since 2004. Mr. Mueller joined Wells Capital Management in 2005 as a portfolio manager specializing in macroeconomic analysis. Prior to joining Wells Capital Management, he served as a portfolio manager with Strong Capital Management, Inc. (SCM) since 1991. Additional responsibilities at SCM included serving as director of fixed income from 2002 to 2004. Education: B.A., Economics, University of Chicago.

D. James Newton II, CFA, CPA

Corporate Bond Fund

Income Plus Fund (effective at the closing of the Reorganization)

Mr. Newton is jointly responsible for managing the Corporate Bond Fund, which he has managed since 2005, and, effective at the closing of the Reorganization, will co-manage the Income Plus Fund. Mr. Newton joined Wells Capital Management in 2005 as a portfolio manager and head of investment grade credit research. Prior to joining Wells Capital Management, Mr. Newton served as a high-grade, fixed-income analyst with Strong Capital Management, Inc. (SCM) since 2002. Prior to joining SCM, he was at Northwestern Mutual Life Insurance Company from 1998 to 2002, first as an associate in the Private Placement Department, and later as an investment grade credit analyst and subsequent director in the Public Fixed Income Department. Education: B.A., Economics, Albion College; M.B.A., University of Michigan.

 

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Niklas Nordenfelt, CFA

High Yield Bond Fund

Mr. Nordenfelt is jointly responsible for managing the High Yield Bond Fund, which he has managed since 2007. Mr. Nordenfelt joined the Sutter High Yield Fixed Income team of Wells Capital Management in February 2003. Prior to being promoted to co-portfolio manager of the High Yield Bond Fund in 2007, he was an investment strategist at Wells Capital Management and was responsible for portfolio analytics, macro-strategy analysis and client portfolio management issues. Before joining Wells Capital Management, Mr. Nordenfelt was at Barclays Global Investors from 1996-2002 where he was a principal and investment strategist working directly with clients on their international and emerging markets equity strategies. Education: B.A., Economics, University of California, Berkeley.

James R. Norris

C&B Large Cap Value Fund

Value Fund

Mr. Norris is jointly responsible for managing the C&B Large Cap Value Fund and the Value Fund, both of which he has managed since 1998. Mr. Norris joined Cooke & Bieler in 1998 where he is currently a partner, portfolio manager and research analyst. Education: B.S., Management, Guilford College; M.B.A., University of North Carolina.

Edward W. O’Connor, CFA

C&B Large Cap Value Fund

Value Fund

Mr. O’Connor is jointly responsible for managing the C&B Large Cap Value Fund and the Value Fund, both of which he has managed since 2002. Mr. O’Connor joined Cooke & Bieler in 2002 where he is currently a partner, portfolio manager and research analyst. Prior to joining Cooke & Bieler, Mr. O’Connor was with Cambiar Investors where he served as an equity analyst and portfolio manager and participated in Cambiar’s 2001 management buyout. Education: B.A., Economics and Philosophy, Colgate University; M.B.A., University of Chicago.

R. James O’Neil, CFA

C&B Large Cap Value Fund

Value Fund

Mr. O’Neil is jointly responsible for managing the C&B Large Cap Value Fund, which he has managed since 1990, and the Value Fund, which he has managed since 1997. Mr. O’Neil joined Cooke & Bieler in 1988 where he is currently a partner, portfolio manager and research analyst since that time. Education: B.A., Economics, Colby College; M.B.A., Harvard School of Business.

Thomas M. Price, CFA

High Income Fund

Income Plus Fund

Mr. Price is jointly responsible for managing the High Income Fund, which he has managed since 1998, and the Income Plus Fund, which he has managed since 2005. Mr. Price joined Wells Capital Management in 2005 as a portfolio manager specializing in taxable high yield securities. Prior to joining Wells Capital Management, Mr. Price was with Strong Capital Management, Inc. (SCM) since 1996 as a fixed income research analyst and, since 1998, as a portfolio manager. Education: B.B.A., Finance, University of Michigan; M.B.A., Finance, Kellogg Graduate School of Management, Northwestern University.

 

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Janet S. Rilling, CFA, CPA

Corporate Bond Fund

Income Plus Fund (effective at the closing of the Reorganization)

Ms. Rilling is jointly responsible for managing the Corporate Bond Fund, which she has managed since 2000, and, effective at the closing of the Reorganization, will co-manage the Income Plus Fund. Ms. Rilling joined Wells Capital Management in 2005 as a portfolio manager and specializes in investment-grade corporate debt securities. Prior to joining Wells Capital Management, she was a portfolio manager with Strong Capital Management, Inc. (SCM) since 2000 and a research analyst at SCM since 1995. Education: B.A., Accounting and Finance; M.S., Finance, University of Wisconsin.

Michael J. Schueller, CFA

High Income Fund

Mr. Schueller is jointly responsible for managing the High Income Fund, which he has managed since 2007. Mr. Schueller joined Wells Capital Management in 2005 as a senior research analyst specializing in high yield securities and, since 2007, as a portfolio manager. Prior to joining Wells Capital Management, Mr. Schueller was with Strong Capital Management, Inc. (SCM) since 2000 as a leveraged loan trader and, since 2002, a fixed income research analyst. Education: B.A., Economics, University of Minnesota; J.D., University of Wisconsin.

William Stevens

Intermediate Government Income Fund

Mr. Stevens is responsible for managing the Intermediate Government Income Fund, which he has managed since 2005. Mr. Stevens joined Wells Capital Management in 2003 as chief fixed income officer and senior managing director. He currently serves as senior portfolio manager and co-head of the Montgomery Fixed Income Investment Strategies Team. Prior to joining Wells Capital Management, Mr. Stevens was president and chief investment officer of Montgomery Asset Management, with oversight responsibility for all investment related activities, as well as co-head and founder of Montgomery’s Fixed Income Division since 1992. Education: B.A., Economics, Wesleyan University; M.B.A., Harvard Business School.

Phil Susser

High Yield Bond Fund

Mr. Susser is jointly responsible for managing the High Yield Bond Fund, which he has managed since 2004. Mr. Susser joined the Sutter High Yield Fixed Income Team at Wells Capital Management as a senior analyst in 2001. Education: B.A., Economics, University of Pennsylvania; J.D., University of Michigan Law School.

Robert M. Thornburg

Balanced Fund

Mr. Thornburg is jointly responsible for managing the Balanced Fund, which he has managed since 2006. Mr. Thornburg joined Wells Capital Management in 2001, where he has served as a senior equity analyst and portfolio manager for the Premier Value team, providing investment management services for the mutual fund, institutional clients, including retirement plans, foundations, endowments, and corporate portfolios. Education: B.A., Finance, University of Montana.

 

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Mehul Trivedi, CFA

C&B Large Cap Value Fund

Value Fund

Mr. Trivedi is jointly responsible for managing the C&B Large Cap Value Fund and the Value Fund, both of which he has managed since 1998. He joined Cooke & Bieler in 1998 where he is currently a partner, portfolio manager and research analyst. Education: B.A., International Relations, University of Pennsylvania; B.S., Economics, Wharton School of Business; M.B.A., Wharton School of Business.

Menno Vermuelen, CFA

International Equity Fund

Mr. Vermeulen is jointly responsible for managing the International Equity Fund, which he has managed since 2004. Mr. Vermeulen has served as a Portfolio Manager and Senior Quantitative Analyst for LSV since 1995 and as a Partner for LSV since 1998. Education: M.S., Econometrics, Erasmus University at Rotterdam.

Mark L. Yockey, CFA

International Equity Fund

Mr. Yockey is jointly responsible for managing the International Equity Fund, which he has managed since 2004. Mr. Yockey joined Artisan in 1995 where he is Managing Director and Portfolio Manager for Artisan’s diversified international growth equity portfolios. Education: B.A., Finance, Michigan State University; M.B.A., Finance, Michigan State University.

 

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EXHIBIT E — PERFORMANCE/FINANCIAL HIGHLIGHTS OF CERTAIN TARGET AND ACQUIRING FUNDS

Asset Allocation Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Class A1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q4 1998    16.09 %

Worst Quarter:

   Q3 2002    -12.39 %

Average Annual Total Returns

for the period ended December 31, 2007

 

     1 year     5 years     10 years  

Class A1

      

Returns Before Taxes

   1.12 %   9.65 %   5.93 %

Returns After Taxes on Distributions2

   -0.72 %   8.22 %   4.06 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   1.39 %   7.59 %   4.18 %

Class B1 Returns before taxes

   1.51 %   9.86 %   5.77 %

Class C1 Returns before taxes

   5.50 %   10.12 %   5.76 %

S&P 500 Index3,4 (reflects no deduction for fees, expenses or taxes)

   5.49 %   12.82 %   5.91 %

Lehman Brothers 20+Treasury Index5 (reflects no deduction for fees, expenses or taxes)

   10.15 %   6.02 %   7.32 %

Asset Allocation Composite Index6 (reflects no deduction for fees, expense or taxes)

   7.40 %   10.27 %   6.93 %

 

1

Calendar Year Total Returns in the bar chart do not reflect sales charges. If they did, returns would be lower. Average Annual Total Returns reflect applicable sales charges. Class A shares incepted on November 13, 1986. Class B shares incepted on January 1, 1995. Class C shares incepted on April 1, 1998.

 

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Performance shown prior to the inception of the Class C shares reflects the performance of the Class A shares, adjusted to reflect Class C sales charges and expenses.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class B and Class C shares will vary.

3

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.

4

Standard & Poor’s, S&P, S&P 500 Index, Standard & Poor’s 500 and 500 are trademarks of McGraw Hill, Inc. and have been licensed for use by the Fund. The Fund is not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation or warranty regarding the advisability of investing in the Fund.

5

The Lehman Brothers 20+Treasury Index is an unmanaged index composed of securities in the U.S. Treasury Index with maturities of 20 years or greater. You cannot invest directly in an index.

6

The Asset Allocation Composite Index is weighted 60% in the S&P 500 Index and 40% in the Lehman Brothers 20+ Treasury Index. You cannot invest directly in an index.

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

 

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Asset Allocation Fund

Class A Shares — Commenced on November 13, 1986

For a share outstanding throughout each period

 

     Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
    Sept. 30,
2004
    Sept. 30,
2003
 

Net asset value, beginning of period

   $ 20.94     $ 19.99     $ 18.80     $ 17.50     $ 14.97  

Income from investment operations:

          

Net investment income (loss)

     0.47 1     0.44       0.40       0.36 1     0.30  

Net realized and unrealized gain (loss) on investments

     2.58       1.16       1.64       1.57       2.53  

Total from investment operations

     3.05       1.60       2.04       1.93       2.83  

Less distributions:

          

Distributions from net investment income

     (0.47 )     (0.43 )     (0.41 )     (0.36 )     (0.30 )

Distributions from net realized gain

     (0.40 )     (0.22 )     (0.44 )     (0.27 )     0.00  

Total distributions

     (0.87 )     (0.65 )     (0.85 )     (0.63 )     (0.30 )

Net asset value, end of period

   $ 23.12     $ 20.94     $ 19.99     $ 18.80     $ 17.50  
                                        

Total return2

     14.83 %     8.13 %     11.03 %     11.12 %     19.04 %

Ratios/supplemental data:

          

Net assets, end of period (000s)

   $ 914,716     $ 871,848     $ 934,783     $ 864,857     $ 838,683  

Ratio of net investment income (loss) to average net assets3

     2.12 %     2.13 %     2.06 %     1.90 %     1.80 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses3

     1.25 %     1.26 %     1.23 %     1.34 %     1.45 %

Waived fees and reimbursed expenses3

     (0.10 )%     (0.11 )%     (0.08 )%     (0.19 )%     (0.30 )%

Ratio of expenses to average net assets after waived fees and expenses3

     1.15 %     1.15 %     1.15 %     1.15 %     1.15 %

Portfolio turnover rate

     16 %     11 %     6 %     4 %     15 %

 

1

Calculated based upon average shares outstanding.

2

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods less than one year are not annualized.

3

During each period, various fees and expenses were waived and reimbursed. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

 

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Corporate Bond

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Corporate Bond Fund was organized as the successor fund to the Strong Corporate Bond Fund.

Calendar Year Total Returns for the Advisor Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

  Q2 2003    5.74 %

Worst Quarter:

  Q2 2004    -3.79 %

The Fund’s year-to-date performance through December 31, 2007, was 4.58%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Advisor Class1

      

Returns Before Taxes

   4.58 %   5.35 %   4.85 %

Returns After Taxes on Distributions2

   2.78 %   3.60 %   2.63 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   2.95 %   3.55 %   2.75 %

Lehman Brothers U.S. Credit Bond Index3 (reflects no deduction for expenses or taxes)

   5.11 %   4.84 %   6.05 %

 

1

Advisor Class shares incepted on August 31, 1999. Performance shown prior to April 11, 2005 for the Advisor Class shares reflects the performance of the Advisor Class shares of the Strong Corporate Bond Fund, the predecessor fund. Performance shown prior to the inception of the Advisor Class shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses.

 

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2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Lehman Brothers U.S. Credit Bond Index contains publicly issued U.S. corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity, and quality requirements. To qualify for inclusion in the Index, bonds must be SEC-registered. You cannot invest directly in an index.

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

 

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Corporate Bond Fund

Advisor Class Shares — Commenced on August 31, 1999

For a share outstanding throughout each period

 

    Nov. 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
20053 
    Oct. 31,
2004
    Oct. 31,
2003
    Oct. 31,
2002
 

For the period ended:

             

Net asset value, beginning of period

  $ 10.16     $ 9.96     $ 10.58     $ 10.67     $ 10.42     $ 9.54     $ 10.80  

Income from investment operations:

             

Net investment income (loss)

    0.25       0.50       0.49       0.29       0.49       0.52       0.63  

Net realized and unrealized gain (loss) on investments

    0.08       0.20       (0.62 )     (0.09 )     0.25       0.88       (1.25 )

Total from investment operations

    0.33       0.70       (0.13 )     0.20       0.74       1.40       (0.62 )

Less distributions:

             

Distributions from net investment income

    (0.25 )     (0.50 )     (0.49 )     (0.29 )     (0.49 )     (0.52 )     (0.64 )

Distributions from net realized gain

    0.00       0.00       0.00       0.00       0.00       0.00       0.00  

Total distributions

    (0.25 )     (0.50 )     (0.49 )     (0.29 )     (0.49 )     (0.52 )     (0.64 )

Net asset value, end of period

  $ 10.24     $ 10.16     $ 9.96     $ 10.58     $ 10.67     $ 10.42     $ 9.54  
                                                       

Total return1

    3.44 %     7.15 %     (1.33 )%     1.85 %     7.29 %     14.89 %     (5.84 )%

Ratios/supplemental data:

             

Net assets, end of period (000s)

  $ 15,954     $ 14,418     $ 13,899     $ 17,440     $ 20,396     $ 28,663     $ 30,529  

Ratio of net investment income (loss) to average net assets2

    5.00 %     4.93 %     4.68 %     4.60 %     4.70 %     5.10 %     6.40 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    1.12 %     1.13 %     1.11 %     1.23 %5     1.20 %     1.16 %     1.15 %

Waived fees and reimbursed expenses2

    (0.17 )%     (0.16 )%     (0.11 )%     (0.16 )%     (0.08 )%     (0.03 )%     (0.03 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    0.95 %     0.97 %     1.00 %     1.07 %     1.12 %     1.13 %     1.12 %

Portfolio turnover rate4

    87 %     162 %     157 %     85 %     133 %     205 %     412 %

 

1

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During each period, various fees and expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

3

In 2005, the Fund changed its fiscal year end from October 31 to May 31. Information is shown for a 7-month period from November 1, 2004 to May 31, 2005.

4

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

5

Ratios shown for periods of less than one year are annualized.

 

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Income Plus Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Class A1 as of 12/31 each year

LOGO

Best and Worst Quarters

Best Quarter:

   Q2 2003    4.16 %

Worst Quarter:

   Q2 2004    -1.96 %

The Fund’s year-to-date performance through December 31, 2007, was 6.24%.

Average Annual Total Returns

as of 12/31/07

 

      1 year    5 years    Life of Fund1  

Class A1

        

Returns Before Taxes

   1.50%    4.60%    4.27%  

Returns After Taxes on Distributions2

   -0.24%    2.59%    1.90%  

Returns After Taxes on Distributions and Sale of Fund Shares2

   0.94%    2.73%    2.14%  

Class B1 Returns Before Taxes

   -0.50%    4.44%    4.01%  

Class C1 Returns Before Taxes

   4.41%    4.75%    4.00%  

Lehman Brothers U.S. Universal Bond Index3 (reflects no deduction for fees, expenses or taxes)

   6.50%    4.99%    6.08% 4

 

1

Calendar Year Total Returns in the bar chart do not reflect sales charges. If they did, returns would be lower. Average Annual Total Returns reflect applicable sales charges. Class A, Class B and Class C shares incepted on July 13, 1998. Returns for the Class A, Class B and Class C shares and the Index shown in the Life of Fund column are as of the inception date.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt

 

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investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for Class A shares. After-tax returns for the Class B shares and Class C shares will vary.

3

The Lehman Brothers U.S. Universal Bond Index is an unmanaged market value-weighted performance benchmark for the U.S. dollar denominated bond market, which includes investment-grade, high yield, and emerging market debt securities with maturities of one year or more. You cannot invest directly in an index.

4

Performance for the Lehman Brothers U.S. Universal Bond Index is as of July 31, 1998, the nearest date to the Fund’s inception date for which data is available.

 

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Income Plus Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Investor Class1 as of 12/31 each year

LOGO

Best and Worst Quarters

Best Quarter:

   Q2 2003    4.16 %

Worst Quarter:

   Q2 2004    -1.96 %

The Fund’s year-to-date performance through December 31, 2007, was 6.24%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     Life of Fund1  

Investor Class1

      

Returns Before Taxes

   1.50 %   4.60 %   4.27 %

Returns After Taxes on Distributions2

   -0.24 %   2.59 %   1.90 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   0.94 %   2.73 %   2.14 %

Lehman Brothers U.S. Universal Bond Index3 (reflects no deduction for fees, expenses or taxes)

   6.50 %   4.99 %   6.08 %4

 

1

Performance shown for the Investor Class reflects the performance of the Class A shares, and includes sales charges and expenses that are not applicable to and are higher than those of the Investor Class shares. The Class A shares annual returns are substantially similar to what the Investor Class annual returns would be because the Class A and Institutional Class shares are invested in the same portfolio and their returns differ only to the extent that they do not have the same sales charges and expenses. The Class A shares incepted on July 13, 1998. Returns for the Class A shares and the Index shown in the Life of Fund column are as of the Fund inception date.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax

 

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situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts

3

The Lehman Brothers U.S. Universal Bond Index is an unmanaged market value-weighted performance benchmark for the U.S. dollar denominated bond market, which includes investment-grade, high yield, and emerging market debt securities with maturities of one year or more. You cannot invest directly in an index.

4

Performance for the Lehman Brothers U.S. Universal Bond Index is as of July 31, 1998, the nearest date to the Fund’s inception date for which data is available.

 

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Income Plus Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Institutional Class1 as of 12/31 each year

LOGO

Best and Worst Quarters

Best Quarter:

   Q2 2003    4.16 %

Worst Quarter:

   Q2 2004    -1.96 %

The Fund’s year-to-date performance through December 31, 2007, was 6.24%.

Average Annual Total Returns

as of 12/31/07

 

      1 year     5 years     Life of Fund1  

Institutional Class1

      

Returns Before Taxes

   1.50 %   4.60 %   4.27 %

Returns After Taxes on Distributions2

   -0.24 %   2.59 %   1.90 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   0.94 %   2.73 %   2.14 %

Lehman Brothers U.S. Universal Bond Index3 (reflects no deduction for fees, expenses or taxes)

   6.50 %   4.99 %   6.08 %4

 

1

Performance shown for the Institutional Class reflects the performance of the Class A shares, and includes sales charges and expenses that are not applicable to and are higher than those of the Institutional Class shares. The Class A shares annual returns are substantially similar to what the Institutional Class annual returns would be because the Class A and Institutional Class shares are invested in the same portfolio and their returns differ only to the extent that they do not have the same sales charges and expenses. The Class A shares incepted on July 13, 1998. Returns for the Class A shares and the Index shown in the Life of Fund column are as of the Fund inception date.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax

 

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situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Lehman Brothers U.S. Universal Bond Index is an unmanaged market value-weighted performance benchmark for the U.S. dollar denominated bond market, which includes investment-grade, high yield, and emerging market debt securities with maturities of one year or more. You cannot invest directly in an index.

4

Performance for the Lehman Brothers U.S. Universal Bond Index is as of July 31, 1998, the nearest date to the Fund’s inception date for which data is available.

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Income Plus Fund

Class A Shares — Commenced on July 13, 1998

For a share outstanding throughout each period

 

For the period ended:

  November 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
2005
    May 31,
2004
    May 31,
2003
 

Net asset value, beginning of period

  $ 10.65     $ 10.49     $ 10.99     $ 10.84     $ 11.31     $ 10.81  

Income from investment operations:

           

Net investment income (loss)

    0.25       0.53 4     0.47 4     0.57       0.55       0.59  

Net realized and unrealized gain (loss) on investments

    0.20       0.19       (0.37 )     0.20       (0.39 )     0.61  

Total from investment operations

    0.45       0.72       0.10       0.77       0.16       1.20  

Less distributions:

           

Distributions from net investment income

    (0.26 )     (0.56 )     (0.60 )     (0.62 )     (0.63 )     (0.70 )

Distributions from net realized gain

    0.00       0.00       0.00       0.00       0.00       0.00  

Total distributions

    (0.26 )     (0.56 )     (0.60 )     (0.62 )     (0.63 )     (0.70 )

Net asset value, end of period

  ($ 10.84 )   $ 10.65     $ 10.49     $ 10.99     $ 10.84     $ 11.31  
                                               

Total return1

    4.30 %     7.04 %     0.97 %     7.27 %     1.43 %     11.53 %

Ratios/supplemental data:

           

Net assets, end of period (000s)

  $ 39,293     $ 37,526     $ 38,995     $ 42,676     $ 28,898     $ 20,815  

Ratio of net investment income (loss) to average net assets2

    4.55 %     4.96 %     4.38 %     5.48 %     4.92 %     5.42 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    1.32 %     1.34 %     1.29 %     1.25 %     1.31 %     1.32 %

Waived fees and reimbursed expenses2

    (0.32 )%     (0.34 )%     (0.29 )%     (0.67 )%     (0.63 )%     (0.32 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    1.00 %     1.00 %     1.00 %     0.58 %     0.68 %     1.00 %

Portfolio turnover rate3

    121 %     205 %     171 %     132 %     185 %     130 %

 

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1

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown.

2

During each period, various fees and/or expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

3

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

4

Per share numbers have been calculated using the average share method, which more appropriately represents the per share data for the period, because the use of undistributed income method did not accord with results of operations.

 

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High Income Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the High Income Fund was organized as the successor fund to the Strong High-Yield Bond Fund.

Calendar Year Total Returns for Class A1 as of 12/31 each year. (Effective on or about June 20, 2008, the Advisor Class shares of the High Income Fund will be renamed the Class A shares and modified to assume the features and attributes of Class A shares. See “Overview” in “Proposal: Approval of an Agreement and Plan of Reorganization” section for more information).

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2003    7.79 %

Worst Quarter:

   Q2 2002    -9.04 %

The Fund’s year-to-date performance through December 31, 2007, was 3.27%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Class A1

      

Returns Before Taxes

   -1.38 %   8.84 %   3.72 %

Returns After Taxes on Distributions2

   0.77 %   7.18 %   0.86 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   2.11 %   6.91 %   1.45 %

Class B1 Returns Before Taxes

   -2.53 %   8.87 %   3.63 %

Class C1 Returns Before Taxes

   1.47 %   9.15 %   3.63 %

Lehman Brothers U.S. Corporate High Yield Bond Index3 (reflects no deduction for expenses or taxes)

   1.87 %   10.90 %   5.51 %

 

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1

Class A shares incepted on February 29, 2000 (effective on or about June 20, 2008, the Advisor Class shares will be renamed Class A shares). Performance shown from April 11, 2005 through December 31, 2007 reflects the expenses of the Advisor Class shares, adjusted to reflect Class A sales charges. Performance shown from February 29, 2000 through April 10, 2005 for the Class A shares reflects the performance of the Advisor Class shares of the Strong High-Yield Bond Fund, the predecessor fund, adjusted to reflect Class A sales charges. Performance shown prior to February 29, 2000 of the Class A shares, reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses and Class A sales charges.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class B shares and Class C shares will vary.

3

The Lehman Brothers U.S. Corporate High Yield Bond Index is an unmanaged, U.S. dollar-denominated, nonconvertible, non-investment grade debt index The Index consists of domestic and corporate bonds rated Ba and below with a minimum outstanding amount of $150 million. You cannot invest directly in an index.

High Income Fund

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Advisor Class Shares1 Commenced on February 29, 2000 (Effective on or about June 20, 2008, the Advisor Class shares of the High Income Fund will be renamed the Class A shares and modified to assume the features and attributes of Class A shares. See “Overview” in “Proposal: Approval of an Agreement and Plan of Reorganization” section for more information).

 

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Table of Contents

For a share outstanding throughout each period

 

For the period ended:

  November 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
20055
    Oct. 31,
2004
    Oct. 31,
2003
    Oct. 31,
2002
 

Net asset value, beginning of period

  $ 7.89     $ 7.63     $ 7.63     $ 7.84     $ 7.49     $ 6.31     $ 7.74  

Income from investment operations:

             

Net investment income (loss)

    0.27       0.55       0.53       0.30       0.53       0.55       0.77  

Net realized and unrealized gain (loss) on investments

    (0.41 )     0.26       0.02       (0.21 )     0.35       1.18       (1.43 )

Total from investment operations

    (0.14 )     0.81       0.55       0.09       0.88       1.73       (0.66 )

Less distributions:

             

Distributions from net investment income

    (0.27 )     (0.55 )     (0.55 )     (0.30 )     (0.53 )     (0.55 )     (0.77 )

Distributions from net realized gain

    0.00       0.00       0.00       0.00       0.00       0.00       0.00  

Total distributions

    (0.27 )     (0.55 )     (0.55 )     (0.30 )     (0.53 )     (0.55 )     (0.77 )

Net asset value, end of period

  $ 7.48     $ 7.89     $ 7.63     $ 7.63     $ 7.84     $ 7.49     $ 6.31  
                                                       

Total return2

    (1.79 )%     10.96 %     7.34 %     1.16 %     12.11 %     28.39 %     (9.44 )%

Ratios/supplemental data:

             

Net assets, end of period (000s)

  $ 107,573     $ 115,254     $ 113,433     $ 17,681     $ 22,315     $ 29,587     $ 17,257  

Ratio of net investment income (loss) to average net assets4

    7.03 %     7.07 %     6.39 %     6.59 %     6.90 %     7.74 %     10.45 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses4

    1.18 %     1.16 %     1.17 %     1.20 %2     1.20 %     1.15 %     1.20 %

Waived fees and reimbursed expenses4

    (0.32 )%     (0.30 )%     (0.30 )%     (0.14 )%     (0.07 )%     (0.04 )%     (0.07 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses4

    0.86 %     0.86 %     0.87 %     1.06 %     1.13 %     1.11 %     1.13 %

Portfolio turnover rate6

    27 %     82 %     98 %     52 %     133 %     172 %     120 %

 

1

Class B and Class C shares incepted on March 31, 2008. Performance shown reflects that of the Advisor Class shares.

2

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

3

Ratios shown for periods of less than one year are annualized.

4

During each period, various fees and expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

5

In 2005, the Fund changed its fiscal year end from October 31 to May 31. Information is shown for a 7-month period from November 1, 2004 to May 31, 2005.

6

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

 

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Table of Contents

Intermediate Government Income Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for the Administrator Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q3 1998    6.00 %

Worst Quarter:

   Q2 2004    -2.45 %

The Fund’s year-to-date performance through December 31, 2007, was 6.02%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Administrator Class1

      

Returns Before Taxes

   6.02 %   3.07 %   5.02 %

Returns After Taxes on Distributions2

   4.29 %   1.44 %   2.95 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   3.88 %   1.66 %   3.01 %

Lehman Brothers Intermediate U.S. Government Bond Index3 (reflects no deduction for expenses or taxes)

   8.47 %   3.69 %   5.55 %

 

1

Administrator Class shares incepted on November 11, 1994. Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Lehman Brothers Intermediate U.S. Government Bond Index is an unmanaged index composed of U.S. Government securities with maturities in the one- to ten-year range, including securities issued by the U.S. Treasury and U.S. Government agencies. You cannot invest directly in an index.

 

E-17


Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Intermediate Government Income Fund

Administrator Class1 Shares — Commenced on November 11, 1994

For a share outstanding throughout each period

 

For the period ended:

  Nov. 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
2005
    May 31,
2004
    May 31,
2003
 

Net asset value, beginning of period

  $ 10.55     $ 10.50     $ 10.96     $ 10.94     $ 11.69     $ 11.19  

Income from investment operations:

           

Net investment income (loss)

    0.23       0.44 5     0.41 5     0.39       0.33       0.44  

Net realized and unrealized gain (loss) on investments

    0.24       0.10       (0.42 )     0.10       (0.53 )     0.68  

Total from investment operations

    0.47       0.54       (0.01 )     0.49       (0.20 )     1.12  

Less distributions:

           

Distributions from net investment income

    (0.25 )     (0.49 )     (0.45 )     (0.47 )     (0.55 )     (0.62 )

Distributions from net realized gain

    0.00       0.00       0.00       0.00       0.00       0.00  

Total distributions

    (0.25 )     (0.49 )     (0.45 )     (0.47 )     (0.55 )     (0.62 )

Net asset value, end of period

  $ 10.77     $ 10.55     $ 10.50     $ 10.96     $ 10.94     $ 11.69  
                                               

Total return2

    4.52 %     5.25 %     (0.07 )%     4.53 %     (1.77 )%     10.20 %

Ratios/supplemental data:

           

Net assets, end of period (000s)

  $ 227,283     $ 244,227     $ 399,315     $ 394,194     $ 397,390     $ 472,024  

Ratio of net investment income (loss) to average net assets3

    4.24 %     4.18 %     3.80 %     3.53 %     3.23 %     3.74 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses3

    0.93 %     0.91 %     0.90 %     0.76 %     0.80 %     0.77 %

Waived fees and reimbursed expenses3

    (0.23 )%     (0.21 )%     (0.20 )%     (0.06 )%     (0.10 )%     (0.08 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses3

    0.70 %     0.70 %     0.70 %     0.70 %     0.70 %     0.69 %

Portfolio turnover rate4

    17 %     142 %     153 %     277 %     178 %     139 %

 

1

Formerly named the Institutional Class.

2

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods less than one year are not annualized.

3

During each period, various fees and/or expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

4

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

Per share numbers have been calculated using the average share method, which more appropriately represents the per share data for the period, because the use of undistributed income method did not accord with results of operations.

 

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Table of Contents

Government Securities Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Government Securities Fund was organized as the successor fund to the Strong Government Securities Fund.

Calendar Year Total Returns for the Class A1 as of 12/31 each year (Effective on or about June 20, 2008, the Advisor Class shares of the Government Securities Fund will be renamed the Class A shares and modified to assume the features and attributes of Class A shares. See “Overview” in “Proposal: Approval of an Agreement and Plan of Reorganization” section for more information).

LOGO

Best and Worst Quarter

Best Quarter:

   Q3 2002    5.58 %

Worst Quarter:

   Q2 2004    -2.81 %

The Fund’s year-to-date performance through December 31, 2007, was 6.98%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Returns Before Taxes

   2.17 %   2.74 %   4.92 %

Returns After Taxes on Distributions2

   1.78 %   2.46 %   3.38 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   2.24 %   2.60 %   3.42 %

Class B1 Returns Before Taxes

   1.13 %   2.41 %   4.52 %

Class C1 Returns Before Taxes

   5.13 %   2.77 %   4.52 %

Lehman Brothers Intermediate U.S. Government Bond Index3 (reflects no deduction for expenses or taxes)

   3.84 %   3.92 %   5.48 %

Lehman Brothers U.S. Aggregate Excluding Credit Bond Index4 (reflects no deduction for fees, expenses or taxes)

   4.36 %   4.76 %   N/A  

 

E-19


Table of Contents

 

1

Class A shares incepted on August 31, 1999 (effective on or about June 20, 2008, the Advisor Class shares will be renamed Class A shares). Performance shown from April 11, 2005 through December 31, 2007 reflects the expenses of the Advisor Class shares, adjusted to reflect Class a sales charges. Performance shown from August 31, 1999 through April 10, 2005 for the Class A shares reflects the performance of the Advisor Class shares of the Strong Government Securities Fund, the predecessor fund, adjusted to reflect Class A sales charges. Performance shown prior to August 31, 1999 of the Class A shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses and Class A sales charges.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class B and Class C shares will vary.

3

The Lehman Brothers Intermediate U.S. Government Bond Index is an unmanaged index composed of U.S. Government securities with maturities in the one- to ten-year range, including securities issued by the U.S. Treasury and U.S. Government agencies. You cannot invest directly in an index.

4

The Lehman Brothers U.S. Aggregate Excluding Credit Bond Index is composed of the Lehman Brothers U.S. Government Bond Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index and includes Treasury issues, agency issues, and mortgage-backed securities. The limited performance history of the Lehman Brothers U.S. Aggregate Excluding Credit Bond Index does not allow for comparison to all periods of the Fund’s performance. This Index has an inception date of May 1, 2001.You cannot invest directly in an index.

 

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Table of Contents

Government Securities Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Government Securities Fund was organized as the successor fund to the Strong Government Securities Fund.

Calendar Year Total Returns for the Administrator Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q3 2002    5.68 %

Worst Quarter:

   Q2 2004    -2.71 %

The Fund’s year-to-date performance through December 31, 2007, was 7.19%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Administrator Class1

      

Returns Before Taxes

   7.19 %   4.00 %   5.77 %

Returns After Taxes on Distributions2

   5.33 %   2.17 %   3.48 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   4.63 %   2.34 %   3.53 %

Lehman Brothers Intermediate U.S. Government Bond Index3 (reflects no deduction for expenses or taxes)

   8.47 %   3.69 %   5.55 %

Lehman Brothers U.S. Aggregate Excluding Credit Bond Index4 (reflects no deduction for fees, expenses or taxes)

   7.50 %   4.25 %   N/A  

 

1

Administrator Class shares incepted on April 11, 2005. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the Institutional Class shares of the Strong Government Securities Fund, the predecessor fund, adjusted to reflect Administrator Class expenses.

 

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Table of Contents
 

Performance shown prior to August 31, 1999 for the Administrator Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Lehman Brothers Intermediate U.S. Government Bond Index is an unmanaged index composed of U.S. Government securities with maturities in the one- to ten-year range, including securities issued by the U.S. Treasury and U.S. Government agencies. You cannot invest directly in an index.

4

The Lehman Brothers U.S. Aggregate Excluding Credit Bond Index is composed of the Lehman Brothers U.S. Government Bond Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index and includes Treasury issues, agency issues, and mortgage-backed securities. The limited performance history of the Lehman Brothers U.S. Aggregate Excluding Credit Bond Index does not allow for comparison to all periods of the Fund’s performance. This Index has an inception date of May 1, 2001. You cannot invest directly in an index.

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Government Securities Fund

Advisor Class Shares Commenced on August 31, 1999 (Effective on or about June 20, 2008, the Advisor Class shares of the Government Securities Fund will be renamed the Class A shares and modified to assume the features and attributes of Class A shares. See “Overview” in “Proposal: Approval of an Agreement and Plan of Reorganization” section for more information).

 

E-22


Table of Contents

For a share outstanding throughout each period

 

For the period ended:

  November 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
20053
    Oct. 31,
2004
    Oct. 31,
2003
    Oct. 31,
2002
 
             

Net asset value, beginning of period

  $ 10.22     $ 10.15     $ 10.77     $ 10.93     $ 11.05     $ 11.35     $ 11.25  

Income from investment operations:

             

Net investment income (loss)

    0.24       0.48       0.43       0.20       0.25       0.25       0.42  

Net realized and unrealized gain (loss) on investments

    0.34       0.09       (0.51 )     0.00 4     0.21       0.07       0.30  

Total from investment operations

    0.58       0.57       (0.08 )     0.20       0.46       0.32       0.72  

Less distributions:

             

Distributions from net investment income

    (0.25 )     (0.50 )     (0.48 )     (0.24 )     (0.35 )     (0.36 )     (0.46 )

Distributions from net realized gain

    0.00       0.00       (0.06 )     (0.12 )     (0.23 )     (0.26 )     (0.16 )

Total distributions

    (0.25 )     (0.50 )     (0.54 )     (0.36 )     (0.58 )     (0.62 )     (0.62 )

Net asset value, end of period

  $ 10.55     $ 10.22     $ 10.15     $ 10.77     $ 10.93     $ 11.05     $ 11.35  
                                                       

Total return1

    5.76 %     5.71 %     (0.74 )%     1.85 %     4.27 %     2.89 %     6.77 %

Ratios/supplemental data:

             

Net assets, end of period (000s)

  $ 62,813     $ 59,760     $ 60,242     $ 69,267     $ 76,283     $ 120,753     $ 106,721  

Ratio of net investment income (loss) to average net assets2

    4.69 %     4.64 %     4.14 %     3.33 %     2.57 %     2.33 %     3.68 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    1.05 %     1.06 %     1.05 %     1.16 %5     1.18 %     1.12 %     1.14 %

Waived fees and reimbursed expenses2

    (0.15 )%     (0.14 )%     (0.10 )%     (0.09 )%     (0.06 )%     (0.01 )%     (0.04 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    0.90 %     0.92 %     0.95 %     1.07 %     1.12 %     1.11 %     1.10 %

Portfolio turnover rate6

    105 %     159 %     207 %     139 %     390 %     531 %     519 %

 

1

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During each period, various fees and expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

3

In 2005, the Fund changed its fiscal year end from October 31 to May 31. Information is shown for a 7-month period from November 1, 2004 to May 31, 2005.

4

Amount calculated is less than $0.005.

5

Ratios shown for periods of less than one year are annualized.

6

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

 

E-23


Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Government Securities Fund

Class C Shares — Commenced on December 26, 2002

For a share outstanding throughout each period

 

For the period ended:

   November 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
2005
5
    Oct. 31,
2004
    Oct. 31,
2003
2
 
            

Net asset value, beginning of period

   $ 10.22     $ 10.15     $ 10.77     $ 10.92     $ 11.05     $ 11.14  

Income from investment operations:

            

Net investment income (loss)

     0.20       0.40       0.35       0.12       0.15       0.19  

Net realized and unrealized gain (loss) on investments

     0.33       0.09       (0.50 )     0.01       0.20       (0.06 )

Total from investment operations

     0.53       0.49       (0.15 )     0.13       0.35       0.13  

Less distributions:

            

Distributions from net investment income

     (0.21 )     (0.42 )     (0.41 )     (0.16 )     (0.25 )     (0.22 )

Distributions from net realized gain

     0.00       0.00       (0.06 )     (0.12 )     (0.23 )     0.00  

Total distributions

     (0.21 )     (0.42 )     (0.47 )     (0.28 )     (0.48 )     (0.22 )

Net asset value, end of period

   $ 10.54     $ 10.22     $ 10.15     $ 10.77     $ 10.92     $ 11.05  
                                                

Total return1

     5.24 %     4.89 %     (1.48 )%     1.24 %     3.20 %     1.18 %

Ratios/supplemental data:

            

Net assets, end of period (000s)

   $ 1.587     $ 1,335     $ 1,370     $ 2,257     $ 2,979     $ 2,925  

Ratio of net investment income (loss) to average net assets4

     3.89 %     3.87 %     3.39 %     2.14 %     1.65 %     1.25 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses3,4

     1.79 %     1.81 %     1.80 %     2.30 %     2.10 %     2.17 %

Waived fees and reimbursed expenses4

     (0.09 )%     (0.11 )%     (0.10 )%     (0.04 )%     (0.04 )%     (0.06 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses4

     1.70 %     1.70 %     1.70 %     2.26 %     2.06 %     2.11 %

Portfolio turnover rate6

     105 %     159 %     207 %     139 %     390 %     531 %

 

1.

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2.

For the period from December 26, 2002 (commencement of Class) to October 31, 2003.

3.

Ratios shown for periods of less than one year are annualized.

4.

During certain periods, various fees and expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

5.

In 2005, the Fund changed its fiscal year end from October 31 to May 31. Information is shown for a 7-month period from November 1, 2004 to May 31, 2005.

6.

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

 

E-24


Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Government Securities Fund

Administrator Class Shares — Commenced April 11, 2005

For a share outstanding throughout each period

 

For the period ended:

  November 30,
2007
(unaudited)
    May 31,
2007
    May 31,
2006
    May 31,
20052
 

Net asset value, beginning of period

  $ 10.22     $ 10.15     $ 10.77     $ 10.61  

Income from investment operations:

       

Net investment income (loss)

    0.25       0.50       0.48       0.05  

Net realized and unrealized gain (loss) on investments

    0.34       0.09       (0.53 )     0.17  

Total from investment operations

    0.59       0.59       (0.05 )     0.22  

Less distributions:

       

Distributions from net investment income

    (0.26 )     (0.52 )     (0.51 )     (0.06 )

Distributions from net realized gain

    0.00       0.00       (0.06 )     0.00  

Total distributions

    (0.26 )     (0.52 )     (0.57 )     (0.06 )

Net asset value, end of period

  $ 10.55     $ 10.22     $ 10.15     $ 10.77  
                               

Total return1

    5.86 %     5.94 %     (0.49 )%     2.12 %

Ratios/supplemental data:

       

Net assets, end of period (000s)

  $ 148,059     $ 117,347     $ 102,434     $ 60  

Ratio of net investment income (loss) to average net assets5

    4.89 %     4.87 %     4.50 %     3.54 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses5

    0.87 %     0.88 %     0.88 %     0.83 %3

Waived fees and reimbursed expenses5

    (0.17 )%     (0.18 )%     (0.18 )%     (0.16 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses5

    0.70 %     0.70 %     0.70 %     0.67 %

Portfolio turnover rate4

    105 %     159 %     207 %     139 %

 

1

Total returns do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

In 2005, the Fund changed its fiscal year end from October 31 to May 31. For the period from April 11, 2005 (commencement of Class) to May 31, 2005.

3

Ratios shown for periods of less than one year are annualized.

4

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

5

During this period, various fees and expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements.

 

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Short-Term Municipal Bond Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Short-Term Municipal Bond Fund was organized as the successor fund to the Strong Short-Term Municipal Bond Fund and the Strong Short-Term High Yield Municipal Fund, with the former being the accounting survivor.

Calendar Year Total Returns for Class C1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2002    1.68 %

Worst Quarter:

   Q2 1999    -1.06 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Class C1

      

Returns Before Taxes

   2.04 %   2.42 %   2.78 %

Returns After Taxes on Distributions2

   2.04 %   2.42 %   2.78 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   2.39 %   2.43 %   2.88 %

Class A1 Returns Before Taxes

   -0.05 %   1.80 %   2.47 %

Lehman Brothers 3-Year Municipal Bond Index3 (reflects no deduction for fees, expenses or taxes)

   5.00 %   2.67 %   3.99 %

Lehman Brothers 1- and 3-Year Composite Municipal Bond Index4 (reflects no deduction for fees, expenses or taxes)

   4.68 %   2.51 %   3.71 %

 

1

Calendar Year Total Returns in the bar chart do not reflect sales charges. If they did, returns would be lower. Average Annual Total Returns reflect applicable sales charges. Class C shares incepted on

 

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Table of Contents
 

January 31, 2003. Performance shown prior to April 11, 2005, for the Class C shares reflects the performance of the Class C shares of the Strong Short-Term Municipal Bond Fund, the predecessor fund. Performance shown prior to the inception of the Class C shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Class C sales charges and expenses. Performance shown for the Class A shares reflects the performance of the Class C shares, and includes expenses that are not applicable to and are higher than those of Class A shares, adjusted to reflect Class A sales charges.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class C shares. After-tax returns for the Class A shares will vary.

3

The Lehman Brothers 3-Year Municipal Bond Index is the 3-year component of the Lehman Brothers Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.

4

The Lehman Brothers 1- and 3-Year Composite Index is a blended index weighted 50% in the Lehman Brothers 1-Year Municipal Bond Index (the 1-2 year component of the Lehman Brothers Municipal Bond Index), and 50% in the Lehman Brothers 3-Year Municipal Bond Index, (the 2-4 year component of the Lehman Brothers Municipal Bond Index). The Lehman Brothers Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

 

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Table of Contents

Short-Term Municipal Bond Fund

Class C Shares — Commenced on January 31, 2003

For a share outstanding throughout each period

 

For the period ended:

  December 31,
2007
(unaudited)
    June 30,
2007
    June 30,
2006
    June 30,
20054
    October 31,
2004
    October 31,
20037
 

Net asset value, beginning of period

  $ 9.73     $ 9.73     $ 9.82     $ 9.84     $ 9.83     $ 9.79  

Income from investment operations:

           

Net investment income (loss)

    0.15       0.28       0.24       0.13       0.19       0.16  

Net realized and unrealized gain (loss) on investments

    0.05       0.00       (0.09 )     (0.02 )     0.01       0.04  

Total income from investment operations

    0.20       0.28       0.15       0.11       0.20       0.20  

Less distributions:

           

Distributions from net investment income

    (0.15 )     (0.28 )     (0.24 )     (0.13 )     (0.19 )     (0.16 )

Distributions from net realized gain

    0.00       0.00       0.00       0.00 5     0.00       0.00  

Total distributions

    (0.15 )     (0.28 )     (0.24 )     (0.13 )     (0.19 )     (0.16 )

Net asset value, end of period

  $ 9.78     $ 9.73     $ 9.73     $ 9.82     $ 9.84     $ 9.83  
                                               

Total return1

    2.11 %     2.85 %     1.57 %     1.16 %     2.08 %     2.10 %

Ratios/supplemental data:

           

Net assets, end of period (000s)

  $ 3,589       2,847     $ 4,965     $ 8,228     $ 6,982     $ 2,869  

Ratio of net investment income (loss) to average net assets

    3.10 %     2.81 %     2.46 %     1.98 %     1.96 %     2.05 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    1.74 %     1.73 %     1.74 %     1.78 %     1.82 %     1.91 %

Waived fees and reimbursed expenses2

    (0.19 )%     (0.18 )%     (0.16 )%     (0.05 )%     (0.03 )%     (0.03 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    1.55 %     1.55 %     1.58 %6     1.73 %     1.79 %     1.88 %

Portfolio turnover rate3

    55 %     126 %     129 %     75 %     69 %     84 %

 

1

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During each period, various fees and expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratios in the absence of any waivers and/or reimbursements. Ratios shown for periods of less than one year are annualized.

3

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates shown for periods of less than one year are not annualized.

4

In 2005, the Fund changed its fiscal year end from October 31 to June 30.

5

Amount calculated is less than $0.005.

6

Effective November 1, 2005, the net expense cap changed from 1.60% to 1.55%. However, the net expense reported is the actual expense that occurred during the twelve-month period ended June 30, 2006.

7

For the period from January 31, 2003 (commencement of Class) to October 31, 2003.

 

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Table of Contents

Municipal Bond Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Municipal Bond Fund was organized as the successor fund to the Strong Municipal Bond Fund and the Strong Advisor Municipal Bond Fund, with the former being the accounting survivor.

Calendar Year Total Returns for Class A1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q3 2004    7.11 %

Worst Quarter:

   Q4 1999    -3.61 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Class A1

      

Returns Before Taxes

   -2.33 %   4.97 %   3.86 %

Returns After Taxes on Distributions2

   -2.32 %   4.96 %   3.85 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   -0.09 %   4.89 %   3.93 %

Class B1 Returns Before Taxes

   -3.53 %   4.84 %   3.58 %

Class C1 Returns Before Taxes

   0.36 %   5.15 %   3.57 %

Lehman Brothers Municipal Bond Index3 (reflects no deduction for fees, expenses or taxes)

   3.36 %   4.30 %   5.18 %

 

1

Calendar Year Total Returns in the bar chart do not reflect sales charges. If they did, returns would be lower. Average Annual Total Returns reflect applicable sales charges. Class A, Class B and Class C shares incepted on April 11, 2005. Performance shown prior to the inception of the Class A, Class B and Class C shares reflects the performance of the Investor Class shares of the Strong Municipal Bond Fund, adjusted to reflect Class A, Class B and Class C sales charges and expenses, as applicable.

 

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2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class B and Class C shares will vary.

3

The Lehman Brothers Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.

 

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Table of Contents

Municipal Bond Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Municipal Bond Fund was organized as the successor fund to the Strong Municipal Bond Fund and the Strong Advisor Municipal Bond Fund, with the former being the accounting survivor.

Calendar Year Total Returns for the Administrator Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   3Q 2004    7.12 %

Worst Quarter:

   4Q 1999    -3.59 %

The Fund’s year-to-date performance through December 31, 2007, was 2.48%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Administrator Class1

      

Returns Before Taxes

   2.48 %   6.13 %   4.46 %

Returns After Taxes on Distributions2

   2.48 %   6.13 %   4.46 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   3.22 %   5.95 %   4.49 %

Lehman Brothers Municipal Bond Index3 (reflects no deduction for expenses or taxes)

   3.36 %   4.30 %   5.18 %

 

1

Administrator Class shares incepted on April 11, 2005. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the Investor Class shares of the Strong Municipal Bond Fund, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

 

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Table of Contents

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Lehman Brothers Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index.

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

 

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Municipal Bond Fund

Class A Shares — Commenced on April 11, 2005

For a share outstanding throughout each period

 

For the period ended:

  December 31,
2007
(unaudited)
    June 30,
2007
    June 30,
2006
    June 30,
20054
 

Net asset value, beginning of period

  $ 9.50     $ 9.41     $ 9.60     $ 9.43  

Income from investment operations:

       

Net investment income (loss)

    0.20       0.40       0.40       0.09  

Net realized and unrealized gain (loss) on investments

    (0.04 )     0.11       (0.19 )     0.17  

Total income from investment operations

    0.16       0.51       0.21       0.26  

Less distributions:

       

Distributions from net investment income

    (0.20 )     (0.40 )     (0.40 )     (0.09 )

Distributions from net realized gain

    0.00       (0.02 )     0.00       0.00  

Total distributions

    (0.20 )     (0.42 )     (0.40 )     (0.09 )

Net asset value, end of period

  $ 9.46     $ 9.50     $ 9.41     $ 9.60  
                               

Total return1

    1.74 %     5.38 %     2.20 %     2.82 %

Ratios/supplemental data:

       

Net assets, end of period (000s)

  $ 123,693     $ 127,411     $ 134,850     $ 141,868  

Ratio of net investment income (loss) to average net assets

    4.24 %     4.11 %     4.20 %     4.48 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    1.05 %     1.07 %     1.08 %     1.08 %

Waived fees and reimbursed expenses2

    (0.20 )%     (0.22 )%     (0.23 )%     (0.23 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    0.85 %     0.85 %     0.85 %     0.85 %

Portfolio turnover rate3

    95 %     107 %     136 %     68 %

 

1

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During each period, various fees and/or expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements. Ratios shown for periods of less than one year are annualized.

3

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates shown for periods of less than one year are not annualized.

4

For the period from April 11, 2005 (commencement of Class) to June 30, 2005.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Municipal Bond Fund

Class B Shares — Commenced on April 11, 2005

For a share outstanding throughout each period

 

For the period ended:

   December 31,
2007
(unaudited)
    June 30,
2007
    June 30,
2006
    June 30,
20054
 

Net asset value, beginning of period

   $ 9.50     $ 9.41     $ 9.60     $ 9.43  

Income from investment operations:

        

Net investment income (loss)

     0.17       0.32       0.33       0.08  

Net realized and unrealized gain (loss) on investments

     (0.04 )     0.11       (0.19 )     0.17  

Total income from investment operations

     0.13       0.43       0.14       0.25  

Less distributions:

        

Distributions from net investment income

     (0.17 )     (0.32 )     (0.33 )     (0.08 )

Distributions from net realized gain

     0.00       (0.02 )     0.00       0.00  

Total distributions

     (0.17 )     (0.34 )     (0.33 )     (0.08 )

Net asset value, end of period

   $ 9.46     $ 9.50     $ 9.41     $ 9.60  
                                

Total return1

     1.36 %     4.59 %     1.43 %     2.65 %

Ratios/supplemental data:

        

Net assets, end of period (000s)

   $ 7,366     $ 8,642     $ 12,366     $ 22,680  

Ratio of net investment income (loss) to average net assets

     3.49 %     3.36 %     3.44 %     3.74 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

     1.79 %     1.82 %     1.83 %     1.83 %

Waived fees and reimbursed expenses2

     (0.20 )%     (0.22 )%     (0.22 )%     (0.23 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

     1.59 %     1.60 %     1.61 %     1.60 %

Portfolio turnover rate3

     95 %     107 %     136 %     68 %

 

1

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During each period, various fees and/or expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements. Ratios shown for periods of less than one year are annualized.

3

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates shown for periods of less than one year are not annualized.

4

For the period from April 11, 2005 (commencement of Class) to June 30, 2005.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Municipal Bond Fund

Class C Shares — Commenced on April 11, 2005

For a share outstanding throughout each period

 

For the period ended:

  December 31,
2007
(unaudited)
    June 30,
2007
    June 30,
2006
    June 30,
20054
 

Net asset value, beginning of period

  $ 9.50     $ 9.41     $ 9.60     $ 9.43  

Income from investment operations:

       

Net investment income (loss)

    0.17       0.32       0.33       0.08  

Net realized and unrealized gain (loss) on investments

    (0.05 )     0.11       (0.19 )     0.17  

Total income from investment operations

    0.12       0.43       0.14       0.25  

Less distributions:

       

Distributions from net investment income

    (0.17 )     (0.32 )     (0.33 )     (0.08 )

Distributions from net realized gain

    0.00       (0.02 )     0.00       0.00  

Total distributions

    (0.17 )     (0.34 )     (0.33 )     (0.08 )

Net asset value, end of period

  $ 9.45     $ 9.50     $ 9.41     $ 9.60  
                               

Total return1

    1.25 %     4.59 %     1.43 %     2.65 %

Ratios/supplemental data:

       

Net assets, end of period (000s)

  $ 1,956     $ 2,146     $ 1,953     $ 1,966  

Ratio of net investment income (loss) to average net assets

    3.49 %     3.36 %     3.45 %     3.73 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    1.78 %     1.82 %     1.84 %     1.83 %

Waived fees and reimbursed expenses2

    (0.18 )%     (0.22 )%     (0.23 )%     (0.23 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    1.60 %     1.60 %     1.61 %     1.60 %

Portfolio turnover rate3

    95 %     107 %     136 %     68 %

 

1

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During each period, various fees and/or expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements. Ratios shown for periods of less than one year are annualized.

3

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates shown for periods of less than one year are not annualized.

4

For the period from April 11, 2005 (commencement of Class) to June 30, 2005.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual or semi-annual report, a copy of which is available upon request.

Municipal Bond Fund

Administrator Class Shares — Commenced on April 11, 2005

For a share outstanding throughout each period

 

For the period ended:

  December 31,
2007
(unaudited)
    June 30,
2007
    June 30,
2006
    June 30,
2005
4
 
       

Net asset value, beginning of period

  $ 9.50     $ 9.41     $ 9.60     $ 9.43  

Income from investment operations:

       

Net investment income (loss)

    0.22       0.43       0.43       0.10  

Net realized and unrealized gain (loss) on investments

    (0.05 )     0.11       (0.19 )     0.17  

Total income from investment operations

    0.17       0.54       0.24       0.27  

Less distributions:

       

Distributions from net investment income

    (0.22 )     (0.43 )     (0.43 )     (0.10 )

Distributions from net realized gain

    0.00       (0.02 )     0.00       0.00  

Total distributions

    (0.22 )     (0.45 )     (0.43 )     (0.10 )

Net asset value, end of period

  $ 9.45     $ 9.50     $ 9.41     $ 9.60  
                               

Total return1

    1.80 %     5.77 %     2.57 %     2.90 %

Ratios/supplemental data:

       

Net assets, end of period (000s)

  $ 15,751     $ 15,926     $ 16,136     $ 17,821  

Ratio of net investment income (loss) to average net assets

    4.58 %     4.48 %     4.57 %     4.87 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

    0.87 %     0.89 %     0.90 %     0.90 %

Waived fees and reimbursed expenses2

    (0.35 )%     (0.41 )%     (0.42 )%     (0.44 )%

Ratio of expenses to average net assets after waived fees and reimbursed expenses2

    0.52 %     0.48 %     0.48 %     0.46 %

Portfolio turnover rate3

    95 %     107 %     136 %     68 %

 

1

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Total returns for periods of less than one year are not annualized.

2

During this period, various fees and/or expenses were waived and/or reimbursed. The ratio of gross expenses to average net assets reflects the expense ratio in the absence of any waivers and/or reimbursements. Ratios for periods of less than one year are annualized.

3

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates shown for periods of less than one year are not annualized.

4

For the period from April 11, 2005 (commencement of Class) to June 30, 2005.

 

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Table of Contents

International Equity Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Investor Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q4 1999    33.55 %

Worst Quarter:

   Q3 2002    -21.81 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Investor Class1

      

Returns Before Taxes

   4.34 %   15.70 %   7.05 %

Returns After Taxes on Distributions2

   2.20 %   15.01 %   6.64 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   4.97 %   13.63 %   6.08 %

MSCI EAFE® Index3 (reflects no deduction for fees, expenses or taxes)

   11.17 %   21.58 %   20.52 %

 

1

Institutional Class shares incepted on August 31, 2006. Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Administrator Class shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares. Performance shown prior to November 8, 1999, for the Institutional Class shares reflects the performance of the Class A shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares, but does not include Class A sales charges. If it did include Class A sales charges, returns would be lower.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) IndexSM is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. You cannot invest directly in an index.

 

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Table of Contents

International Equity Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for the Institutional Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q4 1999    33.85 %

Worst Quarter:

   Q3 2002    -21.81 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Institutional Class1

      

Returns Before Taxes

   11.19 %   17.40 %   7.93 %

Returns After Taxes on Distributions2

   8.74 %   16.57 %   7.45 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   9.56 %   15.08 %   6.84 %

MSCI EAFE® Index3 (reflects no deduction for expenses or taxes)

   11.17 %   21.58 %   20.52 %

 

1

Institutional Class shares incepted on August 31, 2006. Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Administrator Class shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares. Performance shown prior to November 8, 1999, for the Institutional Class shares reflects the performance of the Class A shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares, but does not include Class A sales charges. If it did include Class A sales charges, returns would be lower.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) IndexSM is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. You cannot invest directly in an index.

 

E-38


Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

International Equity Fund

Class A Shares — Commenced September 24, 1997

For a share outstanding throughout the period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
    Sept. 30,
2004
    Sept. 30,
2003
 

Net asset value, beginning of period

   $ 15.91     $ 13.69     $ 11.09     $ 9.88     $ 8.46  

Income from investment operations:

          

Net investment income (loss)

     0.24 1     0.17 1     0.17       0.04 1     0.04 1

Net realized and unrealized gain (loss) on investments

     3.51       2.20       2.43       1.23       1.38  

Total from investment operations

     3.75       2.37       2.60       1.27       1.42  

Less distributions:

          

Distributions from net investment income

     (0.17 )     (0.15 )     0.00       (0.06 )     0.00  

Distributions from net realized gain

     0.00       0.00       0.00       0.00       0.00  

Total distributions

     (0.17 )     (0.15 )     0.00       (0.06 )     0.00  

Net asset value, end of period

   $ 19.49     $ 15.91     $ 13.69     $ 11.09     $ 9.88  
                                        

Total return2

     23.68 %     17.50 %     23.48 %     12.89 %     16.78 %

Ratios/supplemental data:

          

Net assets, end of period (000s)

   $ 62,693     $ 52,243     $ 57,496     $ 56,108     $ 52,762  

Ratio of net investment income (loss) to average net assets3

     1.32 %     1.16 %     1.24 %     0.36 %     0.42 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses3

     1.70 %     1.67 %     1.66 %     1.71 %     1.76 %

Waived fees and reimbursed expenses3

     (0.20 )%     (0.17 )%     (0.16 )%     (0.21 )%     (0.26 )%

Ratio of expenses to average net assets after waived fees and expenses3

     1.50 %     1.50 %     1.50 %     1.50 %     1.50 %

Portfolio turnover rate4

     49 %     44 %     46 %     112 %     73 %

 

1

Calculated based upon average shares outstanding.

2

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the period shown. Returns for periods of less than one year are not annualized.

3

During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

4

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

International Equity Fund

Institutional Class — Commenced on August 31, 2006

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
1
 

Net asset value, beginning of period

   $ 15.91     $ 15.84  

Income from investment operations:

    

Net investment income (loss)

     0.45 2     0.02 2

Net realized and unrealized gain (loss) on investments

     3.37       0.05  

Total from investment operations

     3.82       0.07  

Less distributions:

    

Distributions from net investment income

     (0.23 )     0.00  

Distributions from net realized gain

     0.00       0.00  

Total distributions

     (0.23 )     0.00  

Net asset value, end of period

   $ 19.50     $ 15.91  
                

Total return3

     24.22 %     0.44 %

Ratios/supplemental data:

    

Net assets, end of period (000s)

   $ 69,756     $ 10  

Ratio of net investment income (loss) to average net assets4

     2.43 %     1.77 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses4

     1.22 %     1.29 %

Waived fees and reimbursed expenses4

     (0.17 )%     (0.40 )%

Ratio of expenses to average net assets after waived fees and expenses4

     1.05 %     0.89 %

Portfolio turnover rate5

     49 %     44 %

 

1

Commencement of operations.

2

Calculated based upon average shares outstanding.

3

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods less than one year are not annualized.

4

During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

5

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

 

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Table of Contents

Value Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective July 26, 2004, certain portfolios of The Advisors’ Inner Circle Fund reorganized into the Wells Fargo Funds. As part of this transaction, the Value Fund was organized as the successor fund to the C&B Tax-Managed Value Portfolio.

Calendar Year Total Returns for the Investor Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2003    19.60 %

Worst Quarter:

   Q3 2002    -14.88 %

The Fund’s year-to-date performance through December 31, 2007, was -1.72%.

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Investor Class1

      

Returns Before Taxes

   -1.72 %   11.52 %   8.34 %

Returns After Taxes on Distributions2

   -3.05 %   10.59 %   7.50 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   -0.07 %   9.79 %   7.01 %

Russell 1000® Value Index3 (reflects no deduction for expenses or taxes)

   -0.17 %   14.63 %   7.68 %

 

1

Investor Class shares incepted on February 12, 1997. Prior to December 1, 2005, the Wells Fargo Advantage Value Fund — Investor Class was named the Wells Fargo Advantage C&B Tax-Managed Value Fund — Class D shares. Performance shown prior to July 26, 2004, for the Investor Class shares reflects the performance of the unnamed share class of the C&B Tax-Managed Value Portfolio.

 

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Table of Contents

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in an index.

 

E-42


Table of Contents

Value Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective July 26, 2004, certain portfolios of The Advisors’ Inner Circle Fund reorganized into the Wells Fargo Funds. As part of this transaction, the Value Fund was organized as the successor fund to the C&B Tax-Managed Value Portfolio.

Calendar Year Total Returns for the Administrator Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2003    19.60 %

Worst Quarter:

   Q3 2002    -14.88 %

The Fund’s year-to-date performance through December 31, 2007, was -1.51%.

Average Annual Total Returns1

as of 12/31/07

 

     1 year     5 years     10 years  

Administrator Class1

      

Returns Before Taxes

   -1.51 %   11.71 %   8.43 %

Returns After Taxes on Distributions2

   -2.93 %   10.71 %   7.56 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   0.06 %   9.91 %   7.07 %

Russell 1000® Value Index3 (reflects no deduction for expenses or taxes)

   -0.17 %   14.63 %   7.68 %

 

1

Administrator Class shares incepted on July 26, 2004. Prior to December 1, 2005, the Wells Fargo Advantage Value Fund was named the Wells Fargo Advantage C&B Tax-Managed Value Fund. Prior to April 11, 2005, the Administrator Class was named the Institutional Class. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the unnamed share class of the C&B Tax-Managed Value Portfolio, the predecessor fund, and includes expenses that are not applicable to and are

 

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Table of Contents
 

higher than those of the Administrator Class. The unnamed share class of the predecessor fund incepted on February 12, 1997. Returns for the Administrator Class shares and Index shown in the Life of Fund column are as of the Fund inception date.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in an index.

 

E-44


Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

Value Fund

Investor Class Shares — Commenced on February 12, 1997

For a share outstanding throughout each period

 

For the period ended:

  July 31,
2007
    July 31,
20061
    July 31,
20051
    Oct. 31,
2004
    Oct. 31,
2003
    Oct. 31,
2002
 

Net asset value, beginning of period

  $ 19.06     $ 18.85     $ 17.70     $ 15.97     $ 12.94     $ 13.63  

Income from investment operations:

           

Net investment income (loss)

    0.18 2     0.21       0.12       0.07       0.09       0.09  

Net realized and unrealized gain (loss) on investments

    2.76       0.66       1.45 3     1.72       3.05       (0.69 )

Total from investment operations

    2.94       0.87       1.57       1.79       3.14       (0.60 )

Less distributions:

           

Distributions from net investment income

    (0.20 )     (0.11 )     (0.09 )     (0.05 )     (0.10 )     (0.09 )

Distributions from net realized gain

    (1.33 )     (0.55 )     (0.33 )     0.00       (0.01 )     0.00  

Total from distributions

    (1.53 )     (0.66 )     (0.42 )     (0.05 )     (0.11 )     (0.09 )

Net asset value, end of period

  $ 20.47     $ 19.06     $ 18.85     $ 17.70     $ 15.97     $ 12.94  
                                               

Total return4

    15.48 %     4.81 %     8.95 %     11.19 %     24.42 %     (4.45 )%

Ratios/supplemental data:

           

Net assets, end of period (000s)

  $ 25,987     $ 17,868     $ 24,476     $ 19,913     $ 9,147     $ 4,799  

Ratio of net investment income (loss) to average net assets

    0.89 %     1.05 %     0.84 %     0.39 %     0.65 %     0.66 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses5

    1.91 %     2.16 %     1.62 %     1.51 %     1.76 %     2.63 %

Waived fees and reimbursed expenses5

    (0.71 )%     (0.96 )%     (0.42 )%     (0.29 )%     (0.51 )%     (1.44 )%

Ratio of expenses to average net assets after waived fees and expenses5

    1.20 %     1.20 %     1.20 %     1.22 %     1.25 %     1.19 %

Portfolio turnover rate6

    24 %     33 %     32 %     25 %     31 %     32 %

 

1

In 2005, the Fund changed its fiscal year end from October 31 to July 31.

2

Calculated based upon average shares outstanding.

3

Includes redemption fee of $0.02.

4

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

5

During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

6

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates presented for periods of less than one year are not annualized.

 

E-45


Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

Value Fund

Administrator Class Shares — Commenced on July 26, 2004

For a share outstanding throughout each period

 

For the period ended:

   July 31,
2007
    July 31,
20061
    July 31,
20051
    Oct. 31,
20042
 

Net asset value, beginning of period

   $ 19.09     $ 18.87     $ 17.71     $ 17.06  

Income from investment operations:

        

Net investment income (loss)

     0.24 3     0.25       0.15       0.03  

Net realized and unrealized gain (loss) on investments

     2.76       0.68       1.45 4     0.62  

Total from investment operations

     3.00       0.93       1.60       0.65  

Less distributions:

        

Distributions from net investment income

     (0.24 )     (0.16 )     (0.11 )     0.00  

Distributions from net realized gain

     (1.33 )     (0.55 )     (0.33 )     0.00  

Total from distributions

     (1.57 )     (0.71 )     (0.44 )     0.00  

Net asset value, end of period

   $ 20.52     $ 19.09     $ 18.87     $ 17.71  
                                

Total return5

     15.79 %     5.10 %     9.12 %     3.81 %

Ratios/supplemental data:

        

Net assets, end of period (000s)

   $ 3,177     $ 1,967     $ 1,617     $ 1,201  

Ratio of net investment income (loss) to average net assets

     1.15 %     1.35 %     1.09 %     0.77 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses6

     1.56 %     1.89 %     1.36 %     1.80 %

Waived fees and reimbursed expenses6

     (0.61 )%     (0.94 )%     (0.41 )%     (0.85 )%

Ratio of expenses to average net assets after waived fees and expenses6

     0.95 %     0.95 %     0.95 %     0.95 %

Portfolio turnover rate7

     24 %     33 %     32 %     25 %

 

1

In 2005, the Fund changed its fiscal year end from October 31 to July 31.

2

Commencement of operations.

3

Calculated based upon average shares outstanding.

4

Includes redemption fee of $0.02.

5

Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

6

During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

7

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. Portfolio turnover rates presented for periods of less than one year are not annualized.

 

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Table of Contents

C&B Large Cap Value Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Class A1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2003    20.94 %

Worst Quarter:

   Q3 2002    -17.54 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Class A1

      

Returns Before Taxes

   -7.66 %   11.08 %   7.78 %

Returns After Taxes on Distributions2

   -8.63 %   10.26 %   5.28 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   -4.30 %   9.32 %   5.49 %

Class B1 Returns Before Taxes

   -7.75 %   11.31 %   7.64 %

Class C1 Returns Before Taxes

   -3.74 %   11.57 %   7.65 %

Russell 1000® Value Index3 (reflects no deduction for fees, expenses or taxes)

   -0.17 %   14.63 %   7.68 %

 

1

Calendar Year Total Returns in the bar chart do not reflect sales charges. If they did, returns would be lower. Average Annual Total Returns reflect applicable sales charges. Class A, Class B and Class C shares incepted on July 26, 2004. Performance shown prior to the inception of the Class A, Class B and Class C shares reflects the performance of the unnamed share class of the C&B Large Cap Value Portfolio, the predecessor fund, adjusted to reflect Class A, Class B and Class C sales charges and expenses, as applicable.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class B and Class C shares will vary.

3

The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in an index.

 

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Table of Contents

C& B Large Cap Value Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for Investor Class1 as of 12/31 each year (Effective on or about June 20, 2008, the Class D shares of the C&B Large Cap Value Fund will be renamed the Investor Class shares and modified to assume the features and attributes of Investor Class shares. See “Overview” in “Proposal: Approval of an Agreement and Plan of Reorganization” section for more information).

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2003    20.94 %

Worst Quarter:

   Q3 2002    -17.54 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Investor Class1

      

Returns Before Taxes

   -2.11 %   12.37 %   8.41 %

Returns After Taxes on Distributions2

   -3.15 %   11.54 %   5.90 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   -0.65 %   10.48 %   6.05 %

Russell 1000® Value Index3 (reflects no deduction for expenses or taxes)

   -0.17 %   14.63 %   7.68 %

 

1

Investor Class shares incepted on May 15, 1990 (effective on or about June 20, 2008, the Class D shares will be renamed Investor Class shares). Performance shown from July 26, 2004 through December 31, 2007 reflects the expenses of Class D. Performance shown prior to July 26, 2004, for the Investor Class shares reflects the performance of the unnamed share class of the C&B Large Cap Value Portfolio.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in an index.

 

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Table of Contents

C&B Large Cap Value Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for the Administrator Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

Best Quarter:

   Q2 2003    20.94 %

Worst Quarter:

   Q3 2002    -17.54 %

Average Annual Total Returns

as of 12/31/07

 

     1 year     5 years     10 years  

Administrator Class1

      

Returns Before Taxes

   -1.86 %   12.56 %   8.50 %

Returns After Taxes on Distributions2

   -2.99 %   11.67 %   5.96 %

Returns After Taxes on Distributions and Sale of Fund Shares2

   -0.49 %   10.61 %   6.11 %

Russell 1000® Value Index3 (reflects no deduction for expenses or taxes)

   -0.17 %   14.63 %   7.68 %

 

1

Administrator Class shares incepted on July 26, 2004. Prior to April 11, 2005, the Administrator Class was named the Institutional Class. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the unnamed class of shares of the C&B Large Cap Value Portfolio, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

2

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

3

The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in an index.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

C&B Large Cap Value Fund

Class A Shares — Commenced on July 26, 2004

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
1
    Oct. 31,
2004
2
 

Net asset value, beginning of period

   $ 9.67     $ 8.62     $ 8.27     $ 8.01  

Income from investment operations:

        

Net investment income (loss)

     0.09 3     0.11       0.05 3     0.00  

Net realized and unrealized gain (loss) on investments

     0.98       1.16       0.40       0.26  

Total from investment operations

     1.07       1.27       0.45       0.26  

Less distributions:

        

Distributions from net investment income

     (0.11 )     (0.04 )     (0.03 )     0.00  

Distributions from net realized gain

     (0.44 )     (0.18 )     (0.07 )     0.00  

Total from distributions

     (0.55 )     (0.22 )     (0.10 )     0.00  

Net asset value, end of period

   $ 10.19     $ 9.67     $ 8.62     $ 8.27  
                                

Total return4

     11.20 %     15.02 %     5.45 %     3.25 %

Ratios/supplemental data:

        

Net assets, end of period (000s)

   $ 72,865     $ 57,288     $ 51,719     $ 11,408  

Ratio of net investment income (loss) to average net assets5

     0.94 %     1.25 %     0.63 %     0.18 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses5,6

     1.30 %     1.30 %     1.35 %     1.60 %

Waived fees and reimbursed expenses5

     (0.10 )%     (0.10 )%     (0.15 )%     (0.40 )%

Ratio of expenses to average net assets after waived fees and expenses5,6

     1.20 %     1.20 %     1.20 %     1.20 %

Portfolio turnover rate7

     24 %8     29 %8     25 %8     30 %

 

1

The Fund changed its fiscal year-end from October 31 to September 30.

2

Commencement of operations at beginning of period.

3

Calculated based upon average shares outstanding.

4

Total return calculations would have been lower had certain gross expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

5

During each period, various fees and expenses were waived and reimbursed. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

6

Includes net expenses allocated from Portfolio(s) in which the Fund invests.

7

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

8

Portfolio turnover rate represents the activity from the Fund’s investment in a single Portfolio.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

C&B Large Cap Value Fund

Class B Shares — Commenced on July 26, 2004

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
1
    Oct. 31,
20042
 

Net asset value, beginning of period

   $ 9.58     $ 8.56     $ 8.26     $ 8.01  

Income from investment operations:

        

Net investment income (loss)

     0.02 3     0.05       (0.01 )3     (0.01 )

Net realized and unrealized gain (loss) on investments

     0.96       1.15       0.40       0.26  

Total from investment operations

     0.98       1.20       0.39       0.25  

Less distributions:

        

Distributions from net investment income

     (0.04 )     0.00       (0.02 )     0.00  

Distributions from net realized gain

     (0.44 )     (0.18 )     (0.07 )     0.00  

Total from distributions

     (0.48 )     (0.18 )     (0.09 )     0.00  

Net asset value, end of period

   $ 10.08     $ 9.58     $ 8.56     $ 8.26  
                                

Total return4

     10.33 %     14.20 %     4.70 %     3.12 %

Ratios/supplemental data:

        

Net assets, end of period (000s)

   $ 25,029     $ 26,082     $ 24,296     $ 5,790  

Ratio of net investment income (loss) to average net assets5

     0.18 %     0.48 %     (0.11 )%     (0.60 )%

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses5,6

     2.05 %     2.05 %     2.10 %     2.35 %

Waived fees and reimbursed expenses5

     (0.10 )%     (0.10 )%     (0.15 )%     (0.40 )%

Ratio of expenses to average net assets after waived fees and expenses5,6

     1.95 %     1.95 %     1.95 %     1.95 %

Portfolio turnover rate7

     24 %8     29 %8     25 %8     30 %

 

1

The Fund changed its fiscal year-end from October 31 to September 30.

2

Commencement of operations at beginning of period.

3

Calculated based upon average shares outstanding.

4

Total return calculations would have been lower had certain gross expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

5

During each period, various fees and expenses were waived and reimbursed. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

6

Includes net expenses allocated from Portfolio(s) in which the Fund invests.

7

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

8

Portfolio turnover rate represents the activity from the Fund’s investment in a single Portfolio.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

C&B Large Cap Value Fund

Class C Shares — Commenced on July 26, 2004

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
1
    Oct. 31,
2004
2
 

Net asset value, beginning of period

   $ 9.58     $ 8.56     $ 8.26     $ 8.01  

Income from investment operations:

        

Net investment income (loss)

     0.02 3     0.05       (0.01 )3     (0.01 )

Net realized and unrealized gain (loss) on investments

     0.96       1.15       0.40       0.26  

Total from investment operations

     0.98       1.20       0.39       0.25  

Less distributions:

        

Distributions from net investment income

     (0.04 )     0.00       (0.02 )     0.00  

Distributions from net realized gain

     (0.44 )     (0.18 )     (0.07 )     0.00  

Total from distributions

     (0.48 )     (0.18 )     (0.09 )     0.00  

Net asset value, end of period

   $ 10.08     $ 9.58     $ 8.56     $ 8.26  
                                

Total return4

     10.34 %     14.20 %     4.71 %     3.12 %

Ratios/supplemental data:

        

Net assets, end of period (000s)

   $ 16,926     $ 15,120     $ 13,075     $ 2,732  

Ratio of net investment income (loss) to average net assets5

     0.19 %     0.49 %     (0.12 )%     (0.58 )%

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses5,6

     2.05 %     2.05 %     2.10 %     2.35 %

Waived fees and reimbursed expenses5

     (0.10 )%     (0.10 )%     (0.15 )%     (0.40 )%

Ratio of expenses to average net assets after waived fees and expenses5,6

     1.95 %     1.95 %     1.95 %     1.95 %

Portfolio turnover rate7

     24 %8     29 %8     25 %8     30 %

 

1

The Fund changed its fiscal year-end from October 31 to September 30.

2

Commencement of operations at beginning of period.

3

Calculated based upon average shares outstanding.

4

Total return calculations would have been lower had certain gross expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

5

During each period, various fees and expenses were waived and reimbursed. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

6

Includes net expenses allocated from Portfolio(s) in which the Fund invests.

7

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

8

Portfolio turnover rate represents the activity from the Fund’s investment in a single Portfolio.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

C&B Large Cap Value Fund

Class D Shares Commenced on May 15, 1990 (effective on or about June 20, 2008, the Class D shares of the C&B Large Cap Value Fund will be renamed the Investor Class shares and modified to assume the features and attributes of Investor Class shares. See “Overview” in “Proposal: Approval of an Agreement and Plan of Reorganization” section for more information).

For a share outstanding throughout each period

 

For the period ended:

  Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
1
    Oct. 31,
2004
    Oct. 31,
2003
 

Net asset value, beginning of period

  $ 9.67     $ 8.62     $ 8.27     $ 7.42     $ 6.49  

Income from investment operations:

         

Net investment income (loss)

    0.10 2     0.11       0.05 2     0.03       0.05  

Net realized and unrealized gain (loss) on investments

    0.97       1.16       0.40       0.85       1.61  

Total from investment operations

    1.07       1.27       0.45       0.88       1.66  

Less distributions:

         

Distributions from net investment income

    (0.11 )     (0.04 )     (0.03 )     (0.03 )     (0.05 )

Distributions from net realized gain

    (0.44 )     (0.18 )     (0.07 )     0.00       (0.68 )

Total from distributions

    (0.55 )     (0.22 )     (0.10 )     (0.03 )     (0.73 )

Net asset value, end of period

  $ 10.19     $ 9.67     $ 8.62     $ 8.27     $ 7.42  
                                       

Total return3

    11.20 %     15.01 %     5.44 %     11.88 %     28.34 %

Ratios/supplemental data:

         

Net assets, end of period (000s)

  $ 222,142     $ 163,397     $ 163,464     $ 50,790     $ 20,419  

Ratio of net investment income (loss) to average net assets4

    0.95 %     1.22 %     0.67 %     0.40 %     0.76 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses4,5

    1.30 %     1.30 %     1.35 %     1.30 %     1.20 %

Waived fees and reimbursed expenses4

    (0.10 )%     (0.10 )%     (0.15 )%     (0.14 )%     (0.04 )%

Ratio of expenses to average net assets after waived fees and expenses4,5

    1.20 %     1.20 %     1.20 %     1.16 %     1.16 %

Portfolio turnover rate6

    24 %7     29 %7     25 %7     30 %     26 %

 

1

The Fund changed its fiscal year-end from October 31 to September 30.

2

Calculated based upon average shares outstanding.

3

Total return calculations would have been lower had certain gross expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

4

During each period, various fees and expenses were waived and reimbursed. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

5

Includes net expenses allocated from Portfolio(s) in which the Fund invests.

6

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

7

Portfolio turnover rate represents the activity from the Fund’s investment in a single Portfolio.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

C&B Large Cap Value Fund

Administrator Class Shares — Commenced on July 26, 2004

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
1
    Oct. 31,
2004
2
 

Net asset value, beginning of period

   $ 9.69     $ 8.64     $ 8.27     $ 8.01  

Income from investment operations:

        

Net investment income (loss)

     0.12 3     0.13       0.07 3     0.01  

Net realized and unrealized gain (loss) on investments

     0.98       1.16       0.41       0.25  

Total from investment operations

     1.10       1.29       0.48       0.26  

Less distributions:

        

Distributions from net investment income

     (0.13 )     (0.06 )     (0.04 )     0.00  

Distributions from net realized gain

     (0.44 )     (0.18 )     (0.07 )     0.00  

Total from distributions

     (0.57 )     (0.24 )     (0.11 )     0.00  

Net asset value, end of period

   $ 10.22     $ 9.69     $ 8.64     $ 8.27  
                                

Total return4

     11.52 %     15.24 %     5.74 %     3.37 %

Ratios/supplemental data:

        

Net assets, end of period (000s)

   $ 590,511     $ 241,435     $ 201,181     $ 9,627  

Ratio of net investment income (loss) to average net assets5

     1.23 %     1.48 %     0.83 %     0.47 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses5,6

     1.12 %     1.12 %     1.13 %     1.39 %

Waived fees and reimbursed expenses5

     (0.17 )%     (0.17 )%     (0.18 )%     (0.44 )%

Ratio of expenses to average net assets after waived fees and expenses5,6

     0.95 %     0.95 %     0.95 %     0.95 %

Portfolio turnover rate7

     24 %8     29 %8     25 %8     30 %

 

1

The Fund changed its fiscal year-end from October 31 to September 30.

2

Commencement of operations at beginning of period.

3

Calculated based upon average shares outstanding.

4

Total return calculations would have been lower had certain gross expenses not been waived or reimbursed during the periods shown. Returns for periods of less than one year are not annualized.

5

During each period, various fees and expenses were waived and reimbursed. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.

6

Includes net expenses allocated from Portfolio(s) in which the Fund invests.

7

Calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

8

Portfolio turnover rate represents the activity from the Fund’s investment in a single Portfolio.

 

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EXHIBIT F — MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

WELLS FARGO ADVANTAGE ASSET ALLOCATION FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Asset Allocation Fund (the Fund) seeks long-term total return, consisting of capital appreciation and current income.

INVESTMENT ADVISER

Wells Fargo Funds Management, LLC

SUBADVISER

Wells Capital Management Incorporated

PORTFOLIO MANAGERS

Galen G. Blomster, CFA

Gregory T. Genung, CFA

Jeffrey P. Mellas

FUND INCEPTION

November 13, 1986

PERFORMANCE SUMMARY

12-MONTH TOTAL RETURN AS OF SEPTEMBER 30, 2007

(EXCLUDING SALES CHARGES)

 

Asset Allocation Fund

   1-Year  

Class A

   14.83 %

Benchmark

  

Asset Allocation Composite Index1

   11.33 %

S&P 500 Index2

   16.44 %

Lehman Brothers 20+ Treasury Index3

   3.95 %

 

1

The Asset Allocation Composite Index is weighted 60% in the S&P 500 Index and 40% in the Lehman Brothers 20+ year U.S. Treasury Bond Index. You cannot invest directly in an Index.

2

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an Index.

3

The Lehman Brothers 20+ Treasury Index is an unmanaged index composed of securities in the U.S. Treasury Index with maturities of 20 years or greater. You cannot invest directly in an Index.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site — www.wellsfargo.com/advantagefunds.

 

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For Class A shares, the maximum front-end sales charge is 5.75%. Performance including sales charge assumes the sales charge for the corresponding time period. Net and gross expense ratios for Class A shares are 1.15% and 1.26%. The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain this net operating expense ratio. Without these reductions, the Fund’s returns would have been lower.

LOGO

 

4

The chart compares the performance of the Wells Fargo Advantage Asset Allocation Fund Class A and Administrator Class shares for the most recent ten years with the Asset Allocation Composite Index, the S&P 500 Index and the Lehman Brothers 20+ Treasury Index. The chart assumes a hypothetical $10,000 investment in Class A and Administrator Class shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 5.75%.

MANAGER’S DISCUSSION

Fund highlights

 

   

The Fund’s solid performance outpaced its composite benchmark.

 

   

Stocks outperformed bonds during the period, and the Fund’s emphasis on stocks significantly added to Fund performance.

 

   

The bond market had respectable gains, despite trouble from subprime mortgages.

Even with the slowdown in housing, the U.S. economy was resilient and corporate profits grew at a healthy pace.

The Fund emphasized stocks throughout most of the 12-month period, and this enhanced the performance of the portfolio as stocks significantly outperformed bonds. Continuing problems in the U.S. subprime housing

 

F-2


Table of Contents

market caused extreme market volatility during the last quarter of the period. Stocks subsequently rallied in the final month after the Fed cut short-term rates by a higher-than-expected 50 basis points.

The bond market showed respectable gains during the 12-month period, despite its underperformance compared to stocks. Problems with subprime mortgages spread to the broader fixed-income markets during the final quarter that ended in September. Although subsequent Fed easing reassured the overall bond market, inflation fears were evident in other markets, including higher commodity prices in the commodities markets and continued dollar weakness in the foreign exchange markets, respectively. The portfolio’s 25% Tactical Asset Allocation (TAA) Model shift away from the U. S. Treasury market toward U.S. stocks throughout most of the period helped to reduce the impact of the relatively lackluster returns from the U.S. bond market over the past year.

 

TEN LARGEST HOLDINGS5,6

AS OF SEPTEMBER 30, 2007)

      

US Treasury Bond, 6.13%, 11/15/2027

   8.68 %

US Treasury Bond, 6.25%, 05/15/2030

   7.08 %

US Treasury Bond, 5.38%, 02/15/2031

   6.38 %

US Treasury Bond, 5.50%, 08/15/2028

   4.22 %

US Treasury Bond, 6.13%, 08/15/2029

   4.18 %

US Treasury Bond, 5.25%, 02/15/2029

   4.02 %

US Treasury Bond, 5.25%, 11/15/2028

   3.93 %

Exxon Mobil Corporation

   2.31 %

General Electric Company

   1.91 %

US Treasury Bill, 3.92%, 02/07/2008

   1.26 %

 

5

The ten largest holdings are calculated based on the market value of the securities divided by total market value of the Fund.

6

Portfolio holdings, sector distribution and allocations are subject to change. Cash and cash equivalents are not reflected in the calculations of portfolio holdings/allocations.

LOGO

 

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LOGO

LOGO

With the most recent shift toward stocks, the portfolio maintained a long position in the S&P 500 Index futures and was short in the long-term U.S. Treasury bond futures.

The stock holdings in the Fund replicate the holdings of the S&P 500 Index, and the bond holdings of the Fund replicate the holdings of the Lehman Brothers 20+ Treasury Bond Index. The TAA Model, which seeks to enhance portfolio returns by shifting assets between stocks and bonds, maintained a 25% shift toward stocks until the quarter that ended in June, when it shifted toward neutral. After remaining at the neutral allocation for a brief period, the TAA Model again identified an opportunity to shift assets in the portfolio toward stocks in the third quarter of 2007, though the shift was more modest at 15% compared to the 25% shift that was in place earlier in the year. To implement an overweight in stocks, the Fund has employed a hedged futures overlay transaction, thus keeping the portfolio’s underlying assets near their long-term strategic asset allocation of 60% stocks and 40% bonds. With the futures overlay, the Fund had an effective allocation of 75% stocks and 25% bonds at the end of the period.

The TAA Model indicates that stocks remain attractive relative to bonds.

The TAA model remains shifted toward stocks. At current levels, U.S. stocks are compellingly attractive relative to U.S. bonds. As a result, the TAA Model has shifted the portfolio allocation from its neutral position of 60% stocks and 40% bonds to its target allocation of 75% stocks and 25% bonds. This position will be maintained until either stocks become more attractive, in which case the shift toward stocks may increase, or until the TAA model indicates that the equilibrium between U.S. stocks and bonds has shifted back to neutral. Should that happen, the portfolio would return to its neutral allocation of 60% stocks and 40% bonds.

 

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AVERAGE ANNUAL TOTAL RETURN7 (%) (AS OF SEPTEMBER 30, 2007)

 

     Including Sales Charge    Excluding Sales Charge    Expense Ratio
     6-Month*    1-Year    5-Year    10-Year    6-Month*    1-Year    5-Year    10-Year    Gross8    Net9

Class A (SFAAX)

   2.41    8.22    11.45    6.60    8.64    14.83    12.77    7.23    1.26    1.15

Class B (SASBX)

   3.20    9.03    11.66    6.45    8.20    14.03    11.92    6.45    2.01    1.90

Class C (WFALX)

   7.24    12.91    11.91    6.44    8.24    13.91    11.91    6.44    2.01    1.90

Administrator Class (WFAIX)

               8.81    15.10    13.05    7.38    1.08    0.90

Benchmarks

                             

Asset Allocation Composite Index1

               6.14    11.33    11.28    7.37      

S&P 500 Index2

               8.44    16.44    15.44    6.58      

Lehman Brothers 20+ Treasury Index3

               2.88    3.95    4.63    7.40      

 

* Returns for periods of less than one year are not annualized.

7

Performance shown prior to the inception of the Class C shares reflects the performance of the Class A shares, adjusted to reflect Class C sales charges and expenses. Prior to April 11, 2005, the Administrator Class was named the Institutional Class. Performance shown prior to the inception of the Administrator Class reflects the performance of the Class A shares, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares, but does not include Class A sales charges. If it did include Class A sales charges, returns would be lower.

8

Reflects the gross expense ratio as stated in the February 1, 2007, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

9

The investment adviser has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site — www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charge assumes the sales charge for the corresponding time period. Administrator Class shares are sold without a front-end sales charge or contingent deferred sales charge.

Balanced funds may invest in stocks and bonds. Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Bond values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Consult the Fund’s prospectus for additional information on these and other risks.

 

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WELLS FARGO ADVANTAGE C&B LARGE CAP VALUE FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage C&B Large Cap Value Fund (the Fund) seeks maximum long-term total return (current income and capital appreciation), consistent with minimizing risk to principal.

INVESTMENT ADVISER

Wells Fargo Funds Management, LLC

SUBADVISER

Cooke & Bieler, L.P.

PORTFOLIO MANAGERS

Kermit S. Eck, CFA

Daren C. Heitman, CFA

Michael M. Meyer, CFA

James R. Norris

Edward W. O’Connor, CFA

R. James O’Neil, CFA

Mehul Trivedi, CFA

FUND INCEPTION

May 15, 1990

PERFORMANCE SUMMARY

12-MONTH TOTAL RETURN AS OF SEPTEMBER 30, 2007

(EXCLUDING SALES CHARGES)

 

C&B Large Cap Value Fund

   1 Year  

Class A

   11.20 %

Benchmark

  

Russell 1000 Value Index1

   14.45 %

 

1

The Russell 1000® Value Index measures performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in an Index.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site at www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. Performance including sales charge assumes the sales charge for the corresponding time period. Net and gross expense ratios for Class A shares are 1.20% and 1.40%. The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain this net operating expense ratio. Without these reductions, the Fund’s returns would have been lower.

 

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LOGO

 

2

The chart compares the performance of the Wells Fargo Advantage C&B Large Cap Value Fund Class A shares and Institutional Class shares for the most recent ten years with the Russell 1000 Value Index. The chart assumes a hypothetical investment of $10,000 in Class A shares and Institutional Class shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 5.75%.

MANAGER’S DISCUSSION

Fund highlights

 

   

The Fund’s solid performance lagged behind its benchmark.

 

   

We sold several stocks that had reached their valuation targets so that we could purchase new stocks with more potential for appreciation.

 

   

Our hope is that investors will become less complacent and more willing to appropriately price risk.

The Fund’s relative underperformance was attributable to its underweighting in the energy sector.

Our emphasis on investing in quality businesses with sustainable competitive advantages may at times lead us away from duplicating the sector weightings found in the Fund’s benchmark, the Russell 1000 Value Index. This was true during the last 12 months for us as we positioned the Fund to be underweighted in the energy sector compared to the benchmark. While energy ended up being a positive contributor to the Russell 1000 Value Index, we believe that utilities and commodity-related companies can be fundamentally challenged over the long term by competitive and regulatory constraints. In this case, the Fund’s underweighting in energy explained in large part its underperformance relative to the benchmark.

 

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LOGO

 

3

Sector distribution and equity holdings are subject to change. Cash and cash equivalents are not reflected in the calculations of sector distribution and equity holdings.

More importantly, our strategic stock selection continued to be a positive factor in the Fund’s performance. Positive contributors included Vodafone, McDonald’s, Exxon Mobil, Eaton Corporation, and Illinois Tool Works. Our worst performers included Countrywide Financial, Jones Apparel Group, Molex, Zale, and Avery Dennison.

While the overall market environment was challenging and unpredictable as investors assessed and reassessed their tolerance for risk, we were able to find several suitable stocks for the Fund.

Beyond adding to existing holdings that were temporarily out of favor with Wall Street, we also established new positions in several companies, including Avery Dennison, Diebold, Kohl’s, Wal-Mart Stores, and Williams-Sonoma.

 

TEN LARGEST EQUITY HOLDINGS3,4

(AS OF SEPTEMBER 30, 2007)

      

Vodafone Group plc ADR

   3.73 %

Exxon Mobil Corporation

   3.60 %

American Express Company

   3.40 %

American International Group Incorporated

   3.23 %

State Street Corporation

   3.20 %

Bank of America Corporation

   3.16 %

Quest Diagnostics Incorporated

   3.15 %

McDonald’s Corporation

   3.00 %

Omnicom Group Incorporated

   2.91 %

Dover Corporation

   2.78 %

 

4

The Ten Largest Equity Holdings are calculated based on the market value of the Master Trust portfolio securities allocable to the Fund divided by total market value of the portfolio of investments of the Fund. See Notes to Financial Statements for a discussion of the Master Trust.

 

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To make room for these additions, we eliminated Big Lots, General Dynamics, Hasbro, and Nokia because these companies reached the valuation targets we had set for them. We also sold Freddie Mac and used the proceeds to purchase securities that we believed had more potential for appreciation. Also during the 12-month period, we reevaluated our thesis on Gannett, a newspaper publisher, and sold the position. It had become clear that the Internet had impacted the circulation of this newspaper publisher’s offerings more than we had originally projected. In addition, a small number of holdings were eliminated during the 12-month period as the result of acquisitions and buyouts; they included American Power Conversion, Aramark, and HCA.

We have been concerned for some time about our perception of excessive complacency regarding risk in the financial markets.

As bottom-up stock pickers concerned with good fundamentals, we never know what direction the overall stock market will take in the short term. However, what we can say about the current environment is that we have been concerned for some time about our perception of excessive complacency regarding risk in the financial markets, especially considering the amount of leverage that has been used to finance deals and enhance returns. When it comes to reviewing the history of financial markets, we can find several examples that show how consensus thinking and blind optimism led to significant losses. Nevertheless, we were encouraged when investors recently seemed to be waking up to some of the risks that, by our way of thinking, resulted from excess liquidity, a five-year bull market for stocks, and a global economy that has been aggressively building infrastructure and capacity for some time. While we’re not convinced that the wake-up call was heard by all, especially in light of how quickly investor sentiment seemed to reverse when the Fed took action to lower lending rates and increase liquidity, our hope is that investors will become less complacent and more willing to appropriately price risk than they have in the recent past. If this happens, the market may remain somewhat volatile in the short term with unpredictable returns. While that may not be the preferred scenario, the alternative of watching the market surge followed by a quick decline is less desirable from our point of view.

Either way, our approach will remain the same. Through strict implementation of our high-quality, low-risk investment philosophy, we will diligently research and carefully select attractively valued stocks of financially strong companies with competitively advantaged businesses that generate solid returns, supported by stable cash flows.

AVERAGE ANNUAL TOTAL RETURN5 (%) (AS OF SEPTEMBER 30, 2007)

 

     Including Sales Charge    Excluding Sales Charge    Expense Ratio  

C&B Large Cap Value Fund

   6 Months*     1 Year    5 Year    10 Year    6 Months*    1 Year    5 Year    10 Year    Gross6     Net7  

Class A (CBEAX)

   (1.26 )   4.81    13.85    8.25    4.73    11.20    15.22    8.90    1.40 %   1.20 %

Class B (CBEBX)

   (0.65 )   5.33    14.16    8.13    4.35    10.33    14.39    8.13    2.15 %   1.95 %

Class C (CBECX)

   3.35     9.34    14.39    8.13    4.35    10.34    14.39    8.13    2.15 %   1.95 %

Class D (CBEQX)

              4.73    11.20    15.22    8.90    1.40 %   1.20 %

Administrator Class (CBLLX)

              4.82    11.52    15.39    8.98    1.22 %   0.95 %

Institutional Class (CBLSX)

              4.90    11.69    15.60    9.08    0.95 %   0.70 %

Benchmark

                           

Russell 1000 Value Index1

              4.67    14.45    18.07    8.80     

 

* Returns for periods of less than one year are not annualized.

5

Effective December 6, 2004, the Fund is a gateway feeder fund that invests all of its assets in a single master portfolio of the Master Trust with a substantially similar investment objective and substantially similar investment strategies. References to the investment activities of the Fund are intended to refer to the investment activities of the master portfolio in which it invests. Performance shown prior to the inception of

 

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the Class B and Class C shares reflects the performance of the unnamed share class of the predecessor fund, adjusted to reflect Class B and Class C sales charges and expenses, as applicable. Performance shown prior to the inception of the Class A, Administrator Class and Institutional Class shares reflects the performance of the unnamed share class of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Class A, Administrator Class and Institutional Class shares. Performance shown prior to July 26, 2004 for the Class D shares reflects the performance of the unnamed share class of the predecessor fund. Prior to April 11, 2005, the Administrator Class was named the Institutional Class and the Institutional Class was named the Select Class.

6

Reflects the gross expense ratio as stated in the February 1, 2007, prospectus and is based on the Fund’s previous fiscal year expenses, which includes the gross expenses of the Master Portfolio. The gross expense ratio reported in the Financial Highlights includes only the net expenses of the Master Portfolio.

7

The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemptions of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site at www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charge assumes the sales charge for the corresponding time period. Class D, Administrator Class and Institutional Class shares are sold without sales charges or contingent deferred sales charge.

Stock fund values fluctuate in response to the activities of individual companies and general market and economic conditions. The use derivatives may reduce returns and/or increase volatility. Consult the Fund’s prospectus for additional information on these and other risks.

 

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WELLS FARGO ADVANTAGE GOVERNMENT SECURITIES FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Government Securities Fund (the Fund) seeks current income.

 

INVESTMENT ADVISER   SUBADVISER

Wells Fargo Funds Management, LLC

 

Wells Capital Management Incorporated

FUND MANAGERS   FUND INCEPTION

Michael J. Bray, CFA

 

10/29/1986

W. Frank Koster

 

Jay N. Mueller, CFA

 

HOW DID THE FUND PERFORM OVER THE 12-MONTH REPORTING PERIOD?

The Fund’s Investor Class shares returned 5.55%1 for the 12-month period that ended May 31, 2007, underperforming its benchmark, the Lehman Brothers U.S. Aggregate Excluding Credit Bond Index4, which returned 6.45%. In addition, the Fund outperformed the Lehman Brothers Intermediate U.S. Government Bond Index5, which returned 5.48% during the same period.

 

1

Performance shown prior to April 11, 2005 for the Class C, Advisor Class, Institutional Class and Investor Class shares reflects the performance of the Class C, Advisor Class, Institutional Class and Investor Class shares, respectively, of the Strong Government Securities Fund, the predecessor fund. Performance shown prior to the inception of the Class C shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Class C sales charges and expenses. Performance shown prior to the inception of the Advisor Class shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses. Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the Institutional Class shares of the predecessor fund, adjusted to reflect Administrator Class expenses. Performance shown prior to August 31, 1999 for the Administrator Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Fund’s Web site — www.wellsfargo.com/advantagefunds.

For Class C shares the maximum contingent deferred sales charge is 1.00%. Performance including sales charges assumes the sales charge for the corresponding time period. Administrator Class, Advisor Class, Institutional Class, and Investor Class shares are sold without a front-end sales charge or contingent deferred sales charge.

WHAT FACTORS AFFECTED THE FUND’S PERFORMANCE?

Interest rates fell substantially during much of the period due in part to a continued retreat in the housing market and investor concern about the subprime mortgage market. The yield of the 10-year U.S. Treasury note fell from 5.12% to 4.46% during the first six months of the period. This move was partially reversed during the second half of the period, and by May 31, 2007, the yield of the 10-year U.S. Treasury had risen to about 4.90%.

 

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Throughout much of the period, we maintained an interest rate exposure slightly longer than our market-based benchmark. Consequently, we benefited from the decline in interest rates, and the Fund’s duration (sensitivity to interest rates) and yield-curve positioning contributed to performance. While we maintained considerable holdings in mortgage-backed securities (MBS), the Fund was underweighted in MBS relative to its benchmark. Holding fewer mortgage securities reduced the incremental income in the Fund and detracted from performance.

WHAT CHANGES DID YOU MAKE TO THE FUND’S HOLDINGS DURING THE PERIOD?

We carried a slightly longer portfolio duration for much of the period and elected to move to a neutral duration as rates declined and the market adjusted to expectations that the Fed would cut the federal funds rate. We were able to take advantage of the situation because the market’s expectation was not consistent with our outlook. With respect to yield-curve positioning, the yield curve had inverted and long-term interest rates were lower than short-term interest rates. The inverted yield curve prompted us to change the Fund’s neutral duration in order to be well positioned for a steeper yield curve. In addition, we began to add agency debentures and MBS to reduce the Fund’s long-standing, underweighted position in these sectors.

LOOKING AHEAD, WHAT IS YOUR STRATEGIC OUTLOOK?

The U.S. economic expansion entered a mid-cycle slowdown in the second quarter of 2006. While housing and high energy costs remain impediments to growth, we believe that the worst of the slowdown is now behind us. There could be a few more quarters of subtrend growth as the housing sector continues its retrenchment, but we continue to believe that a slide into recessionary conditions is unlikely this year. Recent data on consumer spending, employment, and manufacturing generally support this view.

Against this backdrop, we believe that inflation (excluding the effects of energy costs) is likely to remain close to current levels. Although the Fed has signaled its concern about pressures on the core inflation rate, we believe that the U.S. central bank will leave its overnight rate targets unchanged for the remainder of this year.

Bond fund values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond fund values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Securities issued by U.S. Government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. Active trading results in increased turnover and trading expenses, and may generate higher short-term capital gains. Consult the Fund’s prospectus for additional information on these and other risks. The U.S. Government guarantee applies to certain of the underlying securities and NOT to shares of the Fund.

AVERAGE ANNUAL TOTAL RETURN1 (%) (AS OF MAY 31, 2007)

 

     Including Sales Charge    Excluding Sales Charge    Gross
Expense
Ratio2
    Net
Expense
Ratio3
 
     6-Months*     1-Year    5-Year    10-Year    6-Months*    1-Year    5-Year    10-Year     

Class C

   (0.89 )   3.89    3.09    4.67    0.11    4.89    3.09    4.67    1.80 %   1.70 %

Administrator Class

              0.61    5.94    4.35    5.90    0.88 %   0.70 %

Advisor Class

              0.51    5.71    4.02    5.52    1.05 %   0.90 %

Institutional Class

              0.62    6.17    4.57    6.08    0.60 %   0.48 %

Investor Class

              0.38    5.55    4.07    5.69    1.22 %   0.95 %

Benchmarks

                           

Lehman Brothers U.S. Aggregate Excluding Credit Bond Index4

   0.79    6.45    4.40    N/A     

Lehman Brothers Intermediate U.S. Government Bond Index5

   1.01    5.48    3.73    5.43     

 

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* Returns for periods of less than one year are not annualized.

2

Reflects the gross expense ratio as stated in the October 1, 2006, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

3

The investment adviser has contractually committed through September 30, 2007, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

4

The Lehman Brothers U.S. Aggregate Excluding Credit Bond Index is composed of the Lehman Brothers U.S. Government Bond Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index and includes Treasury issues, agency issues, and mortgage-backed securities. The limited performance history of the Lehman Brothers U.S. Aggregate Excluding Credit Bond Index does not allow for comparison to all periods of the Fund’s performance. This index has an inception date of May 1, 2001. You cannot invest directly in an Index.

5

The Lehman Brothers Intermediate U.S. Government Bond Index is an unmanaged index composed of U.S. Government securities with maturities in the one- to ten year range, including securities issued by the U.S. Treasury and U.S. Government agencies. You cannot invest directly in an Index.

 

PORTFOLIO ALLOCATION6
(AS OF MAY 31, 2007)
  GROWTH OF $10,000 INVESTMENT7
(AS OF MAY 31, 2007)

LOGO

 

LOGO

 

6

Portfolio allocation is subject to change.

7

The chart compares the performance of the Wells Fargo Advantage Government Securities Fund Class C and Investor Class shares for the most recent ten years with the Lehman Brothers Intermediate U.S. Government Bond Index. The chart assumes a hypothetical investment of $10,000 in Class C and Investor Class shares, reflects all operating expenses and, for Class C shares, assumes the maximum contingent-deferred sales charge of 1.00%.

 

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WELLS FARGO ADVANTAGE HIGH INCOME FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage High Income Fund (the Fund) seeks total return, consisting of a high level of current income and capital appreciation.

 

INVESTMENT ADVISER   SUBADVISER

Wells Fargo Funds Management, LLC

 

Wells Capital Management Incorporated

FUND MANAGER   FUND INCEPTION

Thomas M. Price, CFA

 

12/28/1995

HOW DID THE FUND PERFORM OVER THE 12-MONTH REPORTING PERIOD?

The Fund’s Investor Class shares returned 10.95%1 for the 12-month period that ended May 31, 2007, underperforming its benchmark, the Lehman Brothers U.S. Corporate High Yield Bond Index4, which returned 13.19% during the same period.

 

1

Performance shown prior to April 11, 2005 for the Advisor Class, Institutional Class and Investor Class shares reflects the performance of the Advisor Class, Institutional Class and Investor Class shares, respectively, of the Strong High-Yield Bond Fund, the predecessor fund. Performance shown prior to the inception of the Advisor Class shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Advisor Class expenses. Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares.

Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site — www.wellsfargo.com/advantagefunds.

Advisor Class, Institutional Class, and Investor Class shares are sold without a front-end sales charge or contingent deferred sales charge. The Fund has a redemption fee of 2.00% deducted from the net proceeds of shares redeemed or exchanged within 30 days after purchase. Performance data does not reflect the deduction of this fee, which, if reflected, would reduce the performance.

WHAT FACTORS AFFECTED THE FUND’S PERFORMANCE?

The market was much stronger than we expected it to be during the period. Low levels of corporate defaults and global liquidity combined to provide a strong backdrop for high-yield securities. The percentage of U.S. issuers that have defaulted in the prior year, according to Moody’s Investors Service, is below 1.5%, close to the lowest level in the last 25 years. The yield on the 10-year U.S. Treasury note also rallied from 5.12% to 4.89% during the period, providing a positive backdrop for high-yield corporate bond returns.

Several factors contributed to the Fund’s relative underperformance. The largest factor was conservative positioning. High-yield spreads finished the period at all-time tight levels compared to U.S. Treasuries. We don’t believe that the current risk and reward trade-off justifies a neutral or aggressive stance. We maintained a higher than usual cash balance during the first six months of the period. Our positions in bank debt provided solid income but did not experience the same price appreciation enjoyed by most high-yield bonds. We were also conservatively positioned within the riskiest sectors (CCC and lower) of the market, which significantly outperformed. Another important factor was our decision to limit the Fund’s maximum exposure to any one issuer to 3%. General Motors and Ford Motor, along with their finance subsidiaries, represent more than 11% of

 

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the Fund’s benchmark index. Both issuers significantly outperformed the overall high-yield market during the period. However, we did not believe that having greater exposure would be prudent, because it would require significant concentration of the portfolio in highly correlated companies.

WHAT CHANGES DID YOU MAKE TO THE FUND’S HOLDINGS DURING THE PERIOD?

We have been slowly improving the overall credit quality of the portfolio. We ended the period with just over 5% of the portfolio in investment-grade bonds. Most of the securities were rated BB at the time of purchase and were subsequently upgraded by the ratings agencies. We generally maintain cash balances at 3% or less, but our average cash balance during the period was higher than normal.

The most significant changes we made to the Fund’s industry exposures were to increase positions in finance, communications, utilities, and environmental. We significantly reduced positions in the consumer products, energy, metals, entertainment, and home construction industries. Our view is that the slowdown in the housing industry will continue for some time, so we have sold all of our homebuilding bonds. The changes to the remaining industries were driven by our credit analysis of individual companies, rather than a change in our overall view of performance in any given industry.

We significantly reduced our combined positions in bank debt and floating-rate bonds by approximately 8% during the period, down to 9% of the Fund’s holdings. Most of the reduction was in floating-rate bonds. Although these positions are generating attractive income, they have limited potential for price appreciation relative to fixed-rate bonds.

LOOKING AHEAD, WHAT IS YOUR STRATEGIC OUTLOOK?

We believe that the fundamental backdrop remains favorable for the high-yield market for the near future. We expect default rates to remain low throughout 2007. However, with high-yield spreads at near historically tight levels, we believe that the positive fundamentals are more than reflected in bond prices, and the proper response is to continue to position the Fund accordingly.

Bond fund values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond fund values fall and investors may lose principal value. High-yield securities have a greater risk of default and tend to be more volatile than higher-rated debt securities. The use of derivatives may reduce returns and/or increase volatility. Active trading results in increased turnover and trading expenses, and may generate higher short-term capital gains. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This Fund is exposed to foreign investment risk. Consult the Fund’s prospectus for additional information on these and other risks.

AVERAGE ANNUAL TOTAL RETURN1 (%) (AS OF MAY 31, 2007)

 

     6-Months*    1-Year    5-Year    10-Year    Gross
Expense
Ratio2
    Net
Expense
Ratio3
 

Advisor Class

   5.41    10.96    8.97    5.32    1.17 %   0.86 %

Institutional Class

   5.76    11.39    9.72    5.89    0.77 %   0.43 %

Investor Class

   5.41    10.95    9.09    5.54    1.34 %   0.86 %

Benchmark

                

Lehman Brothers U.S. Corporate High Yield Bond Index4

   5.90    13.19    10.61    6.63     

 

* Returns for periods of less than one year are not annualized.

 

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2

Reflects the gross expense ratio as stated in the October 1, 2006, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

3

The investment adviser has contractually committed through September 30, 2007, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

4

Lehman Brothers U.S. Corporate High Yield Bond Index is an unmanaged, U.S. dollar-denominated, nonconvertible, non-investment grade debt index. The Index consists of domestic and corporate bonds rate Ba and below with a minimum outstanding amount of $150 million. You cannot invest directly in an Index.

 

CREDIT QUALITY5
(AS OF MAY 31, 2007)
   GROWTH OF $10,000 INVESTMENT6
(AS OF MAY 31, 2007)
LOGO    LOGO

 

5

The ratings indicated are from Standard & Poor’s and/or Moody’s Investors Service. Allocations are subject to change.

6

The chart compares the performance of the Wells Fargo Advantage High Income Fund Investor Class for the most recent ten years with the Lehman Brothers U.S. Corporate High Yield Bond Index. The chart assumes a hypothetical investment of $10,000 in the Investor Class shares and reflects all operating expenses.

 

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WELLS FARGO ADVANTAGE INCOME PLUS FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Income Plus Fund (the Fund) seeks to maximize income while maintaining prospects for capital appreciation.

 

INVESTMENT ADVISER    SUBADVISER

Wells Fargo Funds Management, LLC

  

Wells Capital Management Incorporated

FUND MANAGERS    FUND INCEPTION

W. Frank Koster

  

07/13/1998

Thomas M. Price, CFA

  

HOW DID THE FUND PERFORM OVER THE 12-MONTH REPORTING PERIOD?

The Fund’s Class A shares returned 7.04% (excluding sales charge) for the 12-month period that ended May 31, 2007, under-performing its benchmark, the Lehman Brothers U.S. Universal Bond Index3 which returned 7.24% during the same period.

Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Fund’s Web site at — www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 4.50%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charges assumes the sales charge for the corresponding time period.

WHAT FACTORS AFFECTED THE FUND’S PERFORMANCE?

The Fund’s duration (sensitivity to interest rates) positioning detracted from its performance. We had thought that short- and intermediate-term interest rates would remain relatively stable or even rise. Instead, rates generally fell across the maturity spectrum, which hurt performance because the Fund had a slightly short duration position relative to the benchmark for some of the period. On balance, however, our positioning and opportunistic trading within the mortgage sector added value to the Fund and helped it to outperform the benchmark during the last six months of the period.

While the subprime sector of the mortgage market struggled during the period, we made decisions based on our expectation that the subprime sector will have minimal impact on the larger mortgage-backed securities (MBS) market. There is now a split between MBS pools collateralized by conventional loans and those collateralized by subprime loans.

In corporate bonds, technicals and fundamentals remained strong and defaults were low. Leveraged buyouts and merger and acquisition activity remained strong for corporate securities, adding some risk to that area of the bond market. Our primary focus in the corporate bond market was to identify relative value trades and credit names with improved quality and lower event risk profiles. This strategy contributed to Fund performance.

WHAT CHANGES DID YOU MAKE TO THE FUND’S HOLDINGS DURING THE PERIOD?

Consistent with our current investment strategy to manage the Fund’s risk, we continued to move the Fund’s duration closer to neutral and also reduced our high-yield exposure in the Fund to approximately 10%. We traded opportunistically as the market sold off and rallied, which helped neutralize the negative impact of our previous short duration bias.

 

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LOOKING AHEAD, WHAT IS YOUR STRATEGIC OUTLOOK?

Despite the steady declines in the auto and housing industries, the overall economy remains healthy. On balance, we believe that Gross Domestic Product growth in the second half of 2007 may be around 2% and inflation will continue at its moderate pace. We expect the core Consumer Price Index and the core Personal Consumption Expenditures deflator to remain above the Fed’s implicit target zone for the remainder of 2007. Measures of consumer confidence are much stronger today than they were 15 years ago when the economy entered the consumer-led recession of 1990 — 1991. In our view, the job market should remain healthy with unemployment hovering around 4.5% through the end of 2007. We believe that the Fed will keep the federal funds rate at 5.25% throughout the remainder of the year and that the next Fed move will likely be sometime in 2008.

Within the high-yield market, default rates will likely increase in 2008 but will remain below long-term averages. Given the current economic and market environment, we expect spreads to widen, but we anticipate total returns will be positive over the remainder of the year. We plan to continue to position the Fund conservatively in the months ahead.

Bond fund values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond fund values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Active trading results in increased turnover and trading expenses, and may generate higher short-term capital gains. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This Fund is exposed to foreign investment risk and high-yield securities risk. Consult the Fund’s prospectus for additional information on these and other risks.

AVERAGE ANNUAL TOTAL RETURN (%) (AS OF MAY 31, 2007)

 

     Including Sales Charge    Excluding Sales Charge    Gross
Expense
Ratio1
    Net
Expense
Ratio2
 
     6-Months*     1-Year    5-Year    Life of Fund    6-Months*    1-Year    5-Year    Life of Fund     

Class A

   (3.02 )   2.27    4.61    4.04    1.58    7.04    5.57    4.58    1.29 %   1.00 %

Class B

   (3.80 )   1.24    4.43    3.80    1.20    6.24    4.77    3.80    2.04 %   1.75 %

Class C

   0.20     5.24    4.77    3.80    1.20    6.24    4.77    3.80    2.04 %   1.75 %

Benchmark

                           

Lehman Brothers U.S. Universal Bond Index3

   1.09    7.24    5.34    5.83     

 

* Returns for periods of less than one year are not annualized.

1

Reflects the gross expense ratio as stated in the October 1, 2006, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

2

The investment adviser has contractually committed through September 30, 2007, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

3

The Lehman Brothers U.S. Universal Bond Index is an unmanaged market-value-weighted performance benchmark for the U.S. dollar denominated bond market, which includes investment grade, high yield, and emerging market debt securities with maturities of one year or more. You cannot invest directly in an Index.

 

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PORTFOLIO ALLOCATION4 (AS OF MAY 31, 2007)    GROWTH OF $100,000 INVESTMENT5
(AS OF MAY 31, 2007)

LOGO

  

LOGO

 

4

Portfolio allocation is subject to change.

5

The chart compares the performance of the Wells Fargo Advantage Income Plus Fund Class A shares for the life of the Fund with the Lehman Brothers U.S. Universal Bond Index. The chart assumes a hypothetical $10,000 investment in Class A shares, reflects all operating expenses and assumes the maximum initial sales charge of 4.50%.

 

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WELLS FARGO ADVANTAGE INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage International Equity Fund (the Fund) seeks long-term capital appreciation.

INVESTMENT ADVISER

Wells Fargo Funds Management, LLC

SUBADVISER

Artisan Partners Limited Partnership LSV Asset Management New Star Institutional Managers Limited

PORTFOLIO MANAGERS

Mark Beale

Brian Coffey

Josef Lakonishok

Richard Lewis

Puneet Mansharamani, CFA

Menno Vermeulen, CFA

Robert W. Vishny

Mark L. Yockey, CFA

FUND INCEPTION

September 24, 1997

PERFORMANCE SUMMARY

12-MONTH TOTAL RETURN AS OF SEPTEMBER 30, 2007

(EXCLUDING SALES CHARGES)

 

International Equity Fund

   1 Year  

Class A

   23.68 %

Benchmark

  

MSCI EAFE® Index1

   24.86 %

 

1

The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”)SM Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. You cannot invest directly in an Index.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web sitewww.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. Performance including sales charge assumes the sales charge for the corresponding time period. Net and gross expense ratios for Class A shares are

 

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1.50% and 1.67%. The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown.

The Fund has a redemption fee of 2.00% deducted from the net proceeds of shares redeemed or exchanged within 30 days after purchase. Performance data does not reflect the deduction of this fee, which, if reflected, would reduce the performance.

LOGO

 

2

The chart compares the performance of the Wells Fargo Advantage International Equity Fund Class A and Administrator Class shares for the most recent ten years of the Fund with the MSCI EAFE Index. The chart assumes a hypothetical investment of $10,000 in Class A and Administrator Class shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 5.75%.

The Fund uses three different styles of international equity management: international value style, subadvised by LSV Asset Management (LSV); international core style, subadvised by New Star Institutional Managers Limited (New Star); international growth style, subadvised by Artisan Partners Limited Partnership (Artisan).

MANAGER’S DISCUSSION

Fund highlights

 

   

The Fund modestly underperformed its benchmark during the past year.

 

   

Given the Fund’s diversification, the outperformance of larger cap companies compared to their smaller and mid cap counterparts in the growth category held back the Fund’s performance to some extent.

 

   

At the same time, an overweighting in Asia benefited the Fund’s performance.

 

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Stock selection and country allocation both affected the Fund’s performance.

The LSV portfolio was helped by an overweighting in materials and telecommunication stocks. The materials sector in particular was driven by global economic growth — especially in emerging markets, which benefited from strong demand for commodities. Also helping was the underweighting in the health care sector, which posted only modest gains overall. Partially offsetting these positive influences were overweightings in financial and consumer discretionary stocks. Both groups struggled in response to the subprime mortgage crisis late in the period.

Individual stocks that added to the LSV portfolio returns included steel companies Nippon Steel, based in Japan; Voestalpine, located in Austria; and Finland’s Rautaruukki. All three companies benefited from strong worldwide steel demand. A number of the industrial holdings also helped, including shipping companies Orient Overseas and Neptune Orient Lines — based in Hong Kong and Singapore, respectively — as well as CITIC Pacific, a Hong Kong — based conglomerate whose infrastructure-related businesses include power generation, aviation, and trading and distribution services. All three stocks more than doubled during the period. Exposure to the automotive industry contributed as well, as our positions in car manufacturers Fiat (Italy) and Daimler (Germany) posted strong returns.

 

TEN LARGEST EQUITY HOLDINGS3,4

(AS OF SEPTEMBER 30, 2007)

      

DaimlerChrysler AG

   1.69 %

Vodafone Group plc

   1.44 %

Allianz SE

   1.37 %

Roche Holding AG Genusshein

   1.23 %

Nestle SA

   1.17 %

Telefonica SA

   1.11 %

Lloyds TSB Group plc

   1.03 %

National Grid plc

   1.03 %

Total SA

   1.02 %

ENI SpA

   1.00 %

 

3

Ten largest equity holdings and portfolio composition are subject to change. Cash and cash equivalents are not reflected in the calculations of ten largest equity holdings and sector distribution.

4

The Ten Largest Equity Holdings are calculated based on the market value of the securities divided by total market value of the portfolio.

Although being overweighted in the solid-performing telecommunications sector was positive for the LSV portfolio, stock selection within the sector detracted somewhat, with Japanese telecommunications companies NTT and NTT DoCoMo struggling. In addition, several consumer discretionary and financial holdings lagged, such as U.K.-based consumer electronics retailer DSG International and mortgage bank Alliance & Leicester.

The New Star portfolio was overweight in the Pacific Basin, excluding Japan, and in particular was overweight in Hong Kong and Singapore. These markets gained 51% and 63.8%, respectively, during the period, and the impact was positive for performance. The Asia overweight was chiefly financed from a large underweight in the United Kingdom and a modest underweight in Japan.

The negative contribution at the stock level came from Japan and Europe, and its impact was minimized by positive contributions from Australia and Hong Kong. Japanese stock selection was negative as the holdings in financials and housing were disappointing. We reduced exposure to both segments because recovery looked unlikely. Stock selection in Japan improved as we switched toward more cyclical holdings in materials and industrials, but the total impact remained negative. In Europe, the underweight in materials, especially in the United Kingdom, detracted from Fund performance as the large-cap mining companies performed well. The overweight in energy stocks in Europe also hampered performance; the large-cap oil stocks disappointed even as crude oil increased 30%. In

 

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Australia, the Fund benefited from an overweight in the mining giant Rio Tinto and insurance companies QBE and AXA Asia Pacific. In Hong Kong, holdings in real estate companies Cheung Kong, Hang Lung Properties, and Sun Hung Kai Properties all performed well while returns were further boosted by China Mobile.

The Artisan portfolio benefited from positive stock selection and exposure to emerging markets such as China. Artisan’s demographic and infrastructure themes were key sources of security selection strength in the telecommunications, utilities, financials, and energy sectors. The list of top contributors in those themes and sectors included French industrial conglomerate Bouygues SA, Chinese wireless providers China Mobile Ltd. and China Unicom Limited, French electricity producer Electricite de France, Chinese insurance company China Life Insurance Co., Limited, Russian utility company RAO Unified Energy System, French energy infrastructure company Technip SA and Norwegian energy infrastructure company SeaDrill Ltd. French construction company Alstom, German specialty chemicals company Wacker Chemie AG and Korean Internet and online gaming company NHN Corp. also performed very well. Wacker Chemie and NHN were purchased during the period.

Returns relative to the Index were negatively impacted by low exposure in a strong materials sector and weakness in the consumer finance related holdings in Japan. In the consumer finance industry, the Artisan portfolio was hurt by weakness in Japanese retail affiliated credit card company Credit Saison Co., Ltd., Japanese general leasing company ORIX Corporation and Japanese consumer finance company AIFUL CORPORATION. We sold Aiful due to reduced expectations for future growth.

Changes in the Fund were driven by the three investment styles that include value, core, and growth.

LSV seeks to add value through an individual stock selection process that favors deep value. During the period the Fund’s LSV portfolio’s average market capitalization continued to increase gradually. From a sector perspective, weightings in industrials and telecommunications increased, while allocations to financials and utilities decreased. Even though exposure to financials was reduced somewhat, this sector accounted for the largest part of the portfolio.

LOGO

New Star made several changes to the Fund’s core portfolio, which included adding to its position in property developer Cheung Kong and buying a new position in Hang Lung Properties. Despite taking partial profits in China Mobile and Sun Hung Kai Properties in Hong Kong the net effect of New Star’s activity was to increase the Hong Kong exposure from 4.2% to 6.4%. Australian weightings were lifted with the purchase of Woodside Petroleum and Santos in the energy sector while the purchase of Axa Asia Pacific lifted the financials

 

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exposure. In the United Kingdom, New Star sold the position in HSBC early in the year due to concern over its exposure to the U.S. subsidiary, Household. New Star also reduced the holding in the mobile operator Vodafone after strong gains. Further reductions were made in brewer Scottish & Newcastle and in Royal Dutch Shell. This activity took the United Kingdom exposure from 19.7% to 17.7% by the end of the period. In Japan, though the weighting was lower at 18.2% from 19.6%, we reduced exposure to financials with the sale of insurers Millea and Mitsui Sumitomo and raised exposure in the Real estate segment through purchases of Mitsui Fudosan and Japan East Railways (which has extensive property assets). Similarly in Europe, excluding the United Kingdom, though overall exposure was changed little we reduced holdings in financials with sales of BBVA in Spain, Danske Bank in Denmark, and Commerzbank in Germany. European purchases included Nokia in Finland and Daimler Chrysler and Siemens in Germany as well as Telefonica in Spain. We judged these companies to have more secure earnings than the financials which were sold.

Artisan’s fundamental investment decisions had the largest impact on weightings in the financial sector and Japan, both of which declined considerably. Its list of sales in those two areas included UBS AG, Mizuho Financial Group, Inc., UniCredito Italiano SpA, Fortis, Shinhan Financial Group Co., Ltd., ING Groep N.V., Mitsubishi UFJ Financial Group, Inc. and Axa.

Those sales funded the purchases of securities from other sectors. The largest additions to Artisan’s portfolio were German car and truck manufacturer DaimlerChrysler AG, Wacker Chemie, German pharmaceutical company Bayer AG, Japanese heavy machine manufacturer Mitsubishi Heavy Industries, Ltd. and U.K. utility National Grid PLC.

The Fund leverages the investment expertise of three independent teams. As such, there is wide range of opinion regarding the outlook for the international equity markets.

It is important to note that the Fund is, by design, a diversified vehicle intended to provide broad exposure across international equity markets. LSV’s portfolio is conservatively positioned and will continue to seek investments at significant valuation discount compared to the market, with a bias toward mid cap stocks, relative to the Fund’s benchmark. New Star’s portfolio remains positioned for a possible slowdown in corporate profits and earning expectations. Artisan’s portfolio continues to participate in a scenario of moderating economic growth.

AVERAGE ANNUAL TOTAL RETURN5 (%) (AS OF SEPTEMBER 30, 2007)

 

     Including Sales Charge    Excluding Sales Charge    Expense Ratio  

International Equity Fund

   6 Months*    1 Year    5 Year    10 Year    6 Months*    1 Year    5 Year    10 Year    Gross6     Net7  

Class A (SILAX)

   1.83    16.58    17.39    6.83    8.04    23.68    18.79    7.47    1.67 %   1.50 %

Class B (SILBX)

   2.61    17.73    17.67    6.66    7.61    22.73    17.88    6.66    2.42 %   2.25 %

Class C (WFECX)

   6.58    21.76    17.87    6.66    7.58    22.76    17.87    6.66    2.42 %   2.25 %

Administrator Class (WFIEX)

               8.16    24.00    19.05    7.68    1.49 %   1.25 %

Institutional Class (WFISX)

               8.27    24.22    18.83    7.02    1.29 %   1.05 %

Benchmark

                            

MSCI EAFE® Index1

               8.72    24.86    23.55    7.97     

 

* Returns for periods of less than one year are not annualized.

5

Performance shown prior to the inception of the Class C shares reflects the performance of the Class A shares, adjusted to reflect Class C sales charges and expenses. Prior to April 11, 2005, the Administrator Class was named the Institutional Class. Performance shown prior to the inception of the Administrator Class reflects the performance of the Class A shares, and includes expenses that are not applicable to and are

 

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higher than those of the Administrator Class shares, but does not include Class A sales charges. If it did include Class A sales charges, returns would be lower. Performance shown for the Institutional Class shares reflects the performance of the Administrator Class shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares. The Administrator Class shares annual returns are substantially similar to what the Institutional Class shares annual returns would be because the Administrator Class shares and Institutional Class shares are invested in the same portfolio and their annual returns differ only to the extent that they do not have the same expenses.

6

For Classes A, B, C and Administrator, reflects the gross expense ratio as stated in the February 1, 2007, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights. For the Institutional Class this is the first full fiscal year for the Fund. The gross expense ratio is as stated in the February 1, 2007, prospectus and is based on estimates for the current fiscal year whereas the gross expense ratio reported in the Financial Highlights is based on actual expenses for the Fund.

7

The investment adviser has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charge assumes the sales charge for the corresponding time period. Administrator and Institutional Class shares are sold without a front-end sales charge or contingent deferred sales charge.

The Fund has a redemption fee of 2.00% deducted from the net proceeds of shares redeemed or exchanged within 30 days after purchase. Performance data does not reflect the deduction of this fee, which, if reflected, would reduce the performance.

Stock fund values fluctuate in response to the activities of individual companies and general market and economic conditions. Foreign investments are especially volatile, and can rise or fall dramatically due to differences in the political and economic conditions of the host country. These risks are generally intensified in emerging markets. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to small company investment risk. Consult the Fund’s prospectus for additional information on these and other risks.

 

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WELLS FARGO ADVANTAGE MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Municipal Bond Fund (the Fund) seeks current income exempt from federal income tax.

 

INVESTMENT ADVISER    SUBADVISER

Wells Fargo Funds Management, LLC

  

Wells Capital Management Incorporated

PORTFOLIO MANAGER    FUND INCEPTION

Lyle J. Fitterer, CFA, CPA

  

10/23/1986

Kenneth M. Salinger, CFA

  

HOW DID THE FUND PERFORM OVER THE 12-MONTH REPORTING PERIOD?

The Fund’s Investor Class shares returned 5.43%1 for the 12-month period that ended June 30, 2007, outperforming its benchmark, the Lehman Brothers Municipal Bond Index2 , which returned 4.69% during the same period.

Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available at the Funds’ Web site — www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 4.50%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Administrator Class and Investor Class shares are sold without a front-end sales charge or contingent deferred sales charge. Currently Classes A, B, C and Administrator shares are closed to new investors.

WHAT FACTORS AFFECTED THE FUND’S PERFORMANCE?

While municipal market yields started and ended the period at similar levels, they traded in a range of 75 to 80 basis points (100 basis points equals 1.00%), even though the federal funds rate remained unchanged at 5.25% throughout the 12-month period. The yield swings were largely in response to economic indicators that alternated from relatively weak late in 2006 to quite healthy in 2007. Market expectations of Fed policy swung from optimistic to neutral in response to the economic data. We attempted to take advantage of these yield movements by increasing the Fund’s interest rate exposure when yields approached the top of the 12-month ranges and reducing that exposure when they fell to near the bottom of those ranges. These portfolio adjustments helped boost the Fund’s performance during the period.

In general, the Fund’s lower-quality holdings continued to help its overall performance. More specifically, the Fund’s tobacco and noninvestment-grade bonds did very well. Within the tobacco sector, outstanding issues continued to be prerefunded, which enhances their value, and demand in the sector remained strong. Overall, noninvestment-grade sectors benefited from the stable economic environment and good market demand.

Housing bonds were one of the poorest performing sectors, with most of the underperformance occurring during the last quarter of the period when interest rates increased very quickly and market volatility increased. This increased volatility makes it harder to determine what prepayments would look like on these bonds, and therefore investors demand a higher yield to own them. Fortunately, the Fund had less exposure than the benchmark, and we also primarily owned bonds that were backed by multifamily projects, which have less prepayment sensitivity. Unlike the taxable market, the municipal housing sector has little or no exposure to the subprime sector and maintains AA or better credit ratings.

 

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The Fund did benefit from our ability to actively trade higher-quality, new issues. While this did increase the Fund’s turnover, in the end it enhanced total return and also helped us manage the Fund’s long-term tax efficiency.

WHAT CHANGES DID YOU MAKE TO THE FUND’S HOLDINGS DURING THE PERIOD?

We tactically managed the Fund’s duration, its interest rate sensitivity, during the period by decreasing duration when rates moved lower and increasing sensitivity when rates moved higher. At the end of the period, the Fund was positioned with a neutral duration as compared with the benchmark, which is similar to where it was at the beginning of the 12-month period.

One of the bigger changes we made was to increase the Fund’s exposure to bonds rated AAA (primarily by buying insured bonds) and decreasing our exposure to bonds rated BBB. We had several bonds rated BBB that were prerefunded, which resulted in their being upgraded. We also sold several land development deals in response to declines in the housing market. Throughout the period, the Fund’s exposure to tobacco bonds rated BBB declined as several of our deals were prerefunded. However, late in the period when interest rates increased, we were able to add back exposure to some seasoned deals that we believed would be refunded. Finally, even though we increased the Fund’s overall credit quality, we selectively found some value in the charter school, Indian gaming, and correctional facility sectors.

We maintained our underweighted position in New York and California bond issues. Even though both states were upgraded by the rating agencies, their bonds already reflected this positive momentum and we found better opportunities in other states. We also started to look more closely at some of the higher-rated (AA or better) health care deals. There has been a tremendous supply within this sector, and this has caused yield premiums to increase. We are focused on higher-quality hospitals because yield spreads between AA and BBB hospitals remained at historically low levels.

LOOKING AHEAD, WHAT IS YOUR STRATEGIC OUTLOOK?

We believe that the Fed might continue to hold the federal funds rate at 5.25% for the remainder 2007. Within the tax-exempt marketplace, our bias continues to be toward higher-quality assets. However, we will also pay very close attention to our exposure to many of the monoline insurance companies (an insurer writing only a single line of insurance contracts). Many of these firms have exposure to the subprime mortgage market and even to lower-quality corporate bonds. If defaults increase within these sectors, it could impact the credit worthiness of these insurers. Because 45% of municipal bonds are insured, we will always have exposure to these types of bonds. However, our credit research staff looks at all of the underlying ratings to make sure that we are comfortable with the bonds even if the insurer’s credit profile declines.

Bond fund values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond fund values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Active trading results in increased turnover and trading expenses, and may generate higher short-term capital gains. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This Fund is exposed to high-yield securities risk. A portion of the Fund’s income may be subject to federal, state, and/or local income taxes or the alternative minimum tax (AMT). Any capital gains distributions may be taxable. Consult the Fund’s prospectus for additional information on these and other risks.

 

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AVERAGE ANNUAL TOTAL RETURN1 (%) (AS OF JUNE 30, 2007)

 

     Including Sales Charge    Excluding Sales Charge    Gross
Expense
Ratio3
    Net
Expense
Ratio4
 
     6-Months*     1-Year     5-Year    10 Year    6-Months*    1-Year    5-Year    10 Year     

Class A

   (3.99 )   0.67     5.13    4.42    0.48    5.38    6.10    4.90    1.08 %   0.85 %

Class B

   (4.89 )   (0.41 )   5.02    4.14    0.11    4.59    5.35    4.14    1.83 %   1.60 %

Class C

   (0.89 )   3.59     5.35    4.14    0.11    4.59    5.35    4.14    1.84 %   1.60 %

Administrator Class

             0.67    5.77    6.29    5.03    0.90 %   0.48 %

Investor Class

             0.51    5.43    6.14    4.96    1.25 %   0.80 %

Benchmark

                          

Lehman Brothers Municipal Bond Index2

             0.14    4.69    4.61    5.44     

 

* Returns for periods of less than one year are not annualized.

1

Performance shown prior to April 11, 2005 for the Class A, Class B, Class C, and Investor Class shares reflects the performance of the Investor Class shares of the Strong Municipal Bond Fund, the predecessor fund, adjusted to reflect Class A, Class B and Class C sales charges and expenses, as applicable. Performance shown prior to the inception of the Administrator Class shares reflects the performance of the Investor Class shares of the predecessor fund, and includes expenses that are not applicable to and are higher than those of the Administrator Class shares.

2

Lehman Brothers Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an Index.

3

Reflects the gross expense ratio for Class A, B, and C shares as stated in the November 1, 2006, prospectus and for Administrator and Investor Class shares as stated in the August 15, 2007, supplement to the November 1, 2006, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

4

The investment adviser has contractually committed through October 31, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

 

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CREDIT QUALITY5
(AS OF JUNE 30, 2007)
   GROWTH OF $10,000 INVESTMENT6 (AS OF JUNE 30, 2007)

LOGO

  

LOGO

 

MATURITY DISTRIBUTION5
(AS OF JUNE 30, 2008)
  

LOGO

  

 

5

The ratings indicated are from Standard & Poor’s and/or Moody’s Investors Service. Credit quality and maturity distribution allocations are subject to change.

6

The chart compares the performance of the Wells Fargo Advantage Municipal Bond Fund Class A and Investor Class shares for the most recent ten years with the Lehman Brothers Municipal Bond Index. The chart assumes a hypothetical $10,000 investment in Class A and Investor Class shares, reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 4.50%.

 

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WELLS FARGO ADVANTAGE SHORT-TERM MUNICIPAL BOND FUND

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Short-Term Municipal Bond Fund (the Fund) seeks current income exempt from federal income tax consistent with capital preservation.

 

INVESTMENT ADVISER    SUBADVISER

Wells Fargo Funds Management, LLC

  

Wells Capital Management Incorporated

PORTFOLIO MANAGER    FUND INCEPTION

Lyle J. Fitterer, CFA, CPA

  

12/31/1991

HOW DID THE FUND PERFORM OVER THE 12-MONTH REPORTING PERIOD?

The Fund’s Investor Class shares returned 3.76%1 for the 12-month period that ended June 30, 2007, underperforming its benchmark, the Lehman Brothers 3-Year Municipal Bond Index2, which returned 3.85% during the same period.

Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available at the Funds’ Web site — www.wellsfargo.com/advantagefunds.

For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charge assumes the sales charge for the period shown. Investor Class shares are sold without a front-end sales charge or contingent deferred sales charge.

WHAT FACTORS AFFECTED THE FUND’S PERFORMANCE?

While municipal market yields started and ended the period at similar levels, they traded in a range of 75 to 80 basis points (100 basis points equals 1.00%), even though the federal funds rate remained unchanged at 5.25% throughout the 12-month period. The yield swings were largely in response to economic indicators that alternated from relatively weak late in 2006 to quite healthy in 2007. Market expectations of Fed policy swung from optimistic to neutral in response to the economic data. We attempted to take advantage of these yield movements by increasing the Fund’s interest rate sensitivity when yields approached the top of the 12-month ranges and reducing that exposure when they fell to near the bottom of those ranges. These portfolio adjustments helped boost the Fund’s performance during the period.

Detracting from performance, there has been a plentiful supply of prerefunded bonds during the period, so yield spreads increased slightly and the bonds underperformed relative to other sectors. We used this as an opportunity to add to the Fund’s exposure, primarily by buying several of the tobacco deals that were prerefunded. Also detracting from performance was an underweight to the longer end of the curve as rates sold off and the curve steepened.

Even though we continued to upgrade the Fund’s overall credit quality, we still had an overweighted position in lower-quality bonds compared to the benchmark. The higher income generated by these bonds combined with good price performance due to investor demand caused the bonds to have very good total returns. Corporate-backed, tobacco, health care, and housing bonds all had solid performance during the period. Several of the Fund’s tobacco bonds were also prerefunded and their ratings increased from BBB to AAA.

 

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WHAT CHANGES DID YOU MAKE TO THE FUND’S HOLDINGS DURING THE PERIOD?

We increased the Fund’s exposure to bonds rated AAA and AA while simultaneously reducing the Fund’s exposure to the lower-rated A, BB, and BBB bonds. We sold lower-quality bonds in the corporate-backed and hospital sectors and replaced these holdings with prerefunded bonds. We also reduced the Fund’s exposure to insured bonds and added prerefunded bonds.

The Fund’s interest rate exposure (duration) remains at about two years. This is short of our stated benchmark, but we believe that it is more reflective of the duration exposure of our peer group average. Historically, this approach has allowed us to produce good relative returns and less volatility relative to the benchmark. We have also further migrated our yield curve exposure to benefit should the yield curve steepen.

Finally, we recently added to the Fund’s tobacco exposure. We had allowed our position size to dwindle as some of our holdings were prerefunded. However, toward the end of the period, we increased our exposure by purchasing some of the Wisconsin tobacco bonds. The state said that it planned to refund the bonds, but that is somewhat dependant upon interest rates. When rates increased in late June 2007, several holders questioned whether this would ultimately happen, and yield spreads widened. We used this as an opportunity to add to our exposure.

LOOKING AHEAD, WHAT IS YOUR STRATEGIC OUTLOOK?

We believe that the Fed might continue to keep the federal funds rate at 5.25% for the remainder of 2007. Within the tax-exempt marketplace, our bias continues to be toward higher-quality assets. However, we will also pay very close attention to our exposure to many of the monoline insurance companies (an insurer writing only a single line of insurance contracts). Many of these firms have exposure to the subprime mortgage market and even to lower-quality corporate bonds. If defaults increase within these sectors, it could impact the creditworthiness of these insurers. Relative to our benchmark, the Fund is underweighted to the insurers and more recently favored bonds that were prerefunded with U.S. Treasuries or agencies.

Bond fund values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond fund values fall and investors may lose principal value. Active trading results in increased turnover and trading expenses, and may generate higher short-term capital gains. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This Fund is exposed to high-yield securities risk. A portion of the Fund’s income may be subject to federal, state, and/or local income taxes or the alternative minimum tax (AMT). Any capital gains distributions may be taxable. Consult the Fund’s prospectus for additional information on these and other risks.

AVERAGE ANNUAL TOTAL RETURN1 (%) (AS OF JUNE 30, 2007)

 

    Including Sales Charge   Excluding Sales Charge   Gross
Expense
Ratio3
    Net
Expense
Ratio4
 
    6-Months*     1-Year   5-Year   10 Year   6-Months*   1-Year   5-Year   10 Year    

Class C

  (0.09 )   1.85   2.29   2.90   0.91   2.85   2.29   2.90   1.74 %   1.55 %

Investor Class

          1.36   3.76   3.40   4.08   1.15 %   0.66 %

Benchmark

                   

Lehman Brothers 3-Year Municipal BondIndex2

            1.24   3.85   2.56   3.93    

 

* Returns for periods of less than one year are not annualized.

 

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1

Performance shown prior to April 11, 2005 for the Class C and Investor Class shares reflects the performance of the Class C and Investor Class shares, respectively, of the Strong Short-Term Municipal Bond Fund, the predecessor fund. Performance shown prior to the inception of the Class C shares reflects the performance of the Investor Class shares of the predecessor fund, adjusted to reflect Class C sales charges and expenses.

2

Lehman Brothers 3-Year Municipal Bond Index is the 3-year component of the Lehman Brothers Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an Index.

3

Reflects the gross expense ratio as stated in the November 1, 2006, prospectus for Class C shares and the August 15, 2007, supplement to the November 1, 2006, prospectus for the Investor Class shares and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

4

The investment adviser has contractually committed through October 31, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

 

CREDIT QUALITY5
(AS OF JUNE 30, 2007)
   GROWTH OF $10,000 INVESTMENT6
(AS OF JUNE 30, 2007)
LOGO   

LOGO

 

MATURITY DISTRIBUTION5
(AS OF JUNE 30, 2007)
  

LOGO

  

 

5

The ratings indicated are from Standard & Poor’s and/or Moody’s Investors Service. Credit quality and maturity distribution allocations are subject to change.

6

The chart compares the performance of the Wells Fargo Advantage Short-Term Municipal Bond Fund Class C and Investor Class shares for the most recent ten years with the Lehman Brothers 3-Year Municipal Bond Index. The chart assumes a hypothetical $10,000 investment in Class C and Investor Class shares, reflects all operating expenses and, for Class C shares, assumes the maximum contingent deferred sales charge of 1.00%.

 

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EXHIBIT G — FORM OF AGREEMENT AND PLAN OF REORGANIZATION

WELLS FARGO FUNDS TRUST

Dated as of             

This AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this [date], by Wells Fargo Funds Trust (“Funds Trust”), a Delaware statutory trust, for itself and on behalf of each Acquiring Fund and each Target Fund, as indicated in the chart below.

 

Target Fund

  

Acquiring Fund

Large Company Core Fund*

Class A

Class B

Class C

Class Z

Administrator Class

  

Growth and Income Fund**

Class A (formerly Advisor Class)

Class B (new class)

Class C (new class)

Investor Class

Administrator Class

Equity Index Fund*

Class A

Class B

  

Index Fund

Class A (new class)

Class B (new class)

Endeavor Large Cap Fund*

Class A

Class B

Class C

  

Capital Growth Fund

Class A

Class A

Class C

Ultra-Short Duration Bond Fund*

Class A

Class B

Class C

Class Z

  

Ultra Short-Term Income Fund

Class A (formerly Advisor Class)

Class A (formerly Advisor Class)

Class C (new class)

Investor Class

Overseas Fund

Investor Class

Institutional Class

  

International Equity Fund

Investor Class (new class)

Institutional Class

Value Fund

Class A

Class B

Class C

Investor Class

Administrator Class

  

C&B Large Cap Value Fund

Class A

Class B

Class C

Investor Class (formerly Class D)

Administrator Class

Balanced Fund

Investor Class

  

Asset Allocation Fund

Class A

Corporate Bond Fund

Investor Class

Advisor Class

Institutional Class

  

Income Plus Fund

Investor Class (new class)

Class A

Institutional Class (new class)

Intermediate Government Income Fund

Class A

Class B

Class C

Administrator Class

  

Government Securities Fund

Class A (formerly Advisor Class)

Class B (new class)

Class C

Administrator Class

 

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Target Fund

  

Acquiring Fund

High Yield Bond Fund

Class A

Class B

Class C

  

High Income Fund

Class A (formerly Advisor Class)

Class B (new class)

Class C (new class)

National Tax-Free Fund

Class A

Class B

Class C

Administrator Class

  

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

National Limited-Term Tax-Free Fund

Class A

Class B

Class C

Administrator Class

  

Short-Term Municipal Bond Fund

Class A (new class)

Class A (new class)

Class C

Class A (new class)

 

* Are not required to be proxied pursuant to Rule 17a-8 under the 1940 Act.
** To be renamed Large Company Core Fund as discussed in Tab F.

WHEREAS, Funds Trust is an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the parties desire that each Acquiring Fund acquire the assets and assume the liabilities of the corresponding Target Fund in exchange for shares of equal value of the Acquiring Fund and the distribution of the shares of the Acquiring Fund to the shareholders of the Target Fund in connection with the liquidation and termination of the Target Fund (the “Reorganization”); and

WHEREAS, the parties intend that the Reorganization qualify as a “reorganization,” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each Fund will be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization;

NOW, THEREFORE, in accordance with the mutual promises described herein, the parties agree as follows:

 

  1. Definitions.

The following terms shall have the following meanings:

 

1933 Act

   The Securities Act of 1933, as amended.

1934 Act

   The Securities Exchange Act of 1934, as amended.

Acquiring Class

   The class of the Acquiring Fund’s shares that Funds Trust will issue to the shareholders of the Target Fund Class, as set forth above.

Acquiring Fund Financial Statements

   The audited financial statements of the Acquiring Fund for its most recently completed fiscal year and the unaudited financial statements of the Acquiring Fund for its most recently completed semi-annual period.

 

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Assets

   All property and assets of any kind and all interests, rights, privileges and powers of or attributable to a Fund, whether or not determinable at the appropriate Effective Time and wherever located. Assets include all cash, cash equivalents, securities, claims (whether absolute or contingent, Known or unknown, accrued or unaccrued or conditional or unmatured), contract rights and receivables (including dividend and interest receivables) owned by a Fund and any deferred or prepaid expense shown as an asset on such Fund’s books.

Assets List

   A list of securities and other Assets and Known Liabilities of or attributable to the Target Fund as of the date provided.

Board

   The Board of Trustees of Funds Trust.

Closing Date

   [Date], or such other date as the parties may agree to in writing with respect to the Reorganization.

Corresponding Target Class

   The Target share class set forth opposite an Acquiring Class in the chart on the first page of this Plan.

Effective Time

   9:00 a.m. Eastern Time on the first business day following the Closing Date of the Reorganization, or such other time and date as the parties may agree to in writing.

Fund

   The Acquiring Fund or the Target Fund.

Know, Known or Knowledge

   Known after reasonable inquiry.

Liabilities

   All liabilities of, allocated or attributable to, a Fund, whether Known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured.

Material Agreements

   The agreements set forth in Schedule A, as it may be amended from time to time.

Reorganization Documents

   Such bills of sale, assignments, and other instruments of transfer as Funds Trust deems desirable for the Target Fund to transfer to the Acquiring Fund all rights and title to and interest in the Target Fund’s Assets and Liabilities and for the Acquiring Fund to assume the Target Fund’s Assets and Liabilities.

Schedule A

   Schedule A to this Plan, as may be amended from time to time.

Target Financial Statements

   The audited financial statements of the Target Fund for its most recently completed fiscal year and the unaudited financial statements of the Target Fund for its most recently completed semi-annual period.

 

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Valuation Time

   The time on the Reorganization’s Closing Date, the business day immediately preceding the Closing Date if the Closing Date is not a business day or such other time as the parties may agree to in writing, that Funds Trust determines the net asset value of the shares of the Acquiring Fund and determines the value of the Assets of or attributable to the Target Fund, net of known Liabilities. Unless otherwise agreed to in writing, the Valuation Time of a Reorganization shall be the time of day then set forth in the Acquiring Fund’s and Target Fund’s Registration Statement on Form N-1A as the time of day at which net asset value is calculated.

2. Regulatory Filings. Funds Trust shall prepare and file any required filings including, without limitation, filings with state or foreign securities regulatory authorities.

3. Transfer of Target Fund Assets. Funds Trust shall take the following steps with respect to the Reorganization:

(a) At the Effective Time, Funds Trust shall assign, transfer, deliver and convey all of the Target Fund’s Assets to the Acquiring Fund on the bases described in Subsection 3(c) of this Plan. Funds Trust shall then accept the Target Fund’s Assets and assume the Target Fund’s Liabilities such that at and after the Effective Time (i) all of the Target Fund’s Assets at or after the Effective Time shall become and be the Assets of the Acquiring Fund and (ii) all of the Target Fund’s Liabilities at the Effective Time shall attach to the Acquiring Fund, and be enforceable against the Acquiring Fund to the same extent as if initially incurred by the Acquiring Fund.

(b) Within a reasonable time prior to the Closing Date, the Target Fund shall provide, if requested, its Assets List to the Acquiring Fund. The Target Fund may sell any investment on the Assets List prior to the Target Fund’s Valuation Time. After the Target Fund provides the Assets List, the Target Fund will notify the Acquiring Fund of its purchase or incurrence of additional investments or of any additional encumbrances, rights, restrictions or claims not reflected on the Assets List, within a reasonable time period after such purchase or incurrence. Within a reasonable time after receipt of the Assets List and prior to the Closing Date, the Acquiring Fund will advise the Target Fund in writing of any investments shown on the Assets List that the Acquiring Fund has reasonably determined to be impermissible or inconsistent with the investment objective, policies and restrictions of the Acquiring Fund.

(c) Funds Trust shall assign, transfer, deliver and convey the Target Fund’s Assets to the Acquiring Fund at the Reorganization’s Effective Time on the following bases:

(1) In exchange for the transfer of the Assets, Funds Trust shall simultaneously issue and deliver to the Target Fund full and fractional shares of beneficial interest of each Acquiring Class. Funds Trust shall determine the number of shares of each Acquiring Class to issue by dividing the value of the Assets net of Known Liabilities attributable to the Corresponding Target Class by the net asset value of one Acquiring Class share. Based on this calculation, Funds Trust shall issue shares of beneficial interest of each Acquiring Class with an aggregate net asset value equal to the value of the Assets net of Known Liabilities of the Corresponding Target Class. Because the C&B Large Cap Value Fund and Index Fund are feeder funds that invest all of their assets in a master portfolio of Wells Fargo Master Trust, the Reorganization contemplates that the C&B Large Cap Value Fund and Index Fund will transfer their assets to their respective master portfolio as an in-kind contribution in exchange for interests in the master portfolio.

 

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(2) The parties shall determine the net asset value of the Acquiring Fund shares to be delivered, and the value of the Assets to be conveyed net of Known Liabilities, as of the Valuation Time substantially in accordance with Funds Trust current valuation procedures. The parties shall make all computations to the fourth decimal place or such other decimal place as the parties may agree to in writing.

(3) Funds Trust shall cause its custodian to transfer the Target Fund’s Assets with good and marketable title to the account of the Acquiring Fund. Funds Trust shall cause its custodian to transfer all cash in the form of immediately available funds. Funds Trust shall cause its custodian to transfer any Assets that were not transferred to the Acquiring Fund’s account at the Effective Time to the Acquiring Fund’s account at the earliest practicable date thereafter.

4. Liquidation and Termination of Target Fund and Registration of Shares. Funds Trust also shall take the following steps for the Reorganization:

(a) At or as soon as reasonably practical after the Effective Time, Funds Trust shall dissolve and liquidate the Target Fund, and terminate the Target Fund as an authorized series of Funds Trust, in accordance with applicable law and its Declaration of Trust by transferring to shareholders of record of each Corresponding Target Class full and fractional shares of beneficial interest of the Acquiring Class equal in value to the shares of the Corresponding Target Class held by the shareholder. Each shareholder also shall have the right to receive any unpaid dividends or other distributions that Funds Trust declared with respect to the shareholder’s Corresponding Target Class shares before the Effective Time. Funds Trust shall record on its books the ownership by the shareholders of the Acquiring Fund shares; Funds Trust shall simultaneously redeem and cancel on its books all of the issued and outstanding shares of each Corresponding Target Class. Funds Trust does not issue certificates representing Fund shares, and shall not be responsible for issuing certificates to shareholders of the Target Funds. Funds Trust shall wind up the affairs of the Target Fund.

(b) If a former Target Fund shareholder requests a change in the registration of the shareholder’s Acquiring Fund shares to a person other than the shareholder, Funds Trust shall require the shareholder to (i) furnish Funds Trust an instrument of transfer properly endorsed, accompanied by any required signature guarantees and otherwise in proper form for transfer; and (ii) pay to the Acquiring Fund any transfer or other taxes required by reason of such registration or establish to the reasonable satisfaction of Funds Trust that such tax has been paid or does not apply.

5. Representations, Warranties and Agreements of Funds Trust. Funds Trust, on behalf of itself, and, as appropriate, the Target Fund and the Acquiring Fund, represents and warrants to, and agrees with, the Acquiring Fund and the Target Fund, respectively as follows:

(a) Funds Trust is a statutory trust duly created, validly existing and in good standing under the laws of the State of Delaware. The Board duly established and designated each Fund as a series of Funds Trust and each Acquiring Class as a class of the Acquiring Fund. Funds Trust is an open-end management investment company registered with the SEC under the 1940 Act.

(b) Funds Trust has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and Assets, to carry on its business as described in its Registration Statement on Form N-1A as filed with the SEC, to enter into this Plan and to consummate the transactions contemplated herein.

(c) The Board has duly authorized execution and delivery of the Plan and the transactions contemplated herein, subject to Target Fund shareholder approvals as required. Duly authorized officers of Funds Trust have executed and delivered the Plan. The Plan represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity

 

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principles. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated by this Plan will not, violate the Declaration of Trust of Funds Trust or any Material Agreement. Funds Trust does not need to take any other action to authorize its officers to effectuate the Plan and the transactions contemplated herein.

(d) Each Fund has qualified as a “regulated investment company” under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of each taxable year since the commencement of its operations, and will continue to so qualify until the Effective Time.

(e) Funds Trust has duly authorized the Acquiring Fund shares to be issued and delivered to the Target Fund as of the Target Fund’s Effective Time. When issued and delivered, the Acquiring Fund shares shall have been registered for sale under the 1933 Act and shall be duly and validly issued, fully paid and non-assessable, and no shareholder of the Acquiring Fund shall have any preemptive right of subscription or purchase in respect of them. There are no outstanding options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor are there any securities convertible into Acquiring Fund shares.

(f) Each Fund is in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, the 1933 Act, the 1934 Act and all applicable state securities laws. Each Fund is in compliance in all material respects with the investment policies and restrictions applicable to it set forth in the Form N-1A Registration Statement currently in effect. The value of the Assets net of Known Liabilities of the Acquiring Fund has been determined using portfolio valuation methods that comply in all material respects with the requirements of the 1940 Act and the policies of such Acquiring Fund.

(g) Funds Trust does not Know of any claims, actions, suits, investigations or proceedings of any type pending or threatened against Funds Trust or any Fund or its Assets or businesses. There are no facts that Funds Trust currently has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against Funds Trust or any Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts, provided all required performance disclosures have been made. Neither Funds Trust nor any Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect, its financial condition, results of operations, business, properties or Assets or its ability to consummate the transactions contemplated by this Plan.

(h) Funds Trust is not a party to any contracts, agreements, franchises, licenses or permits relating to the Funds except those entered into or granted in the ordinary course of its business, in each case under which no material default exists. All contracts and agreements that are material to the business of the Funds are listed on Schedule A. Funds Trust is not a party to or subject to any employee benefit plan, lease or franchise of any kind or nature whatsoever on behalf of any Fund.

(i) Funds Trust has timely filed all tax returns, for the Funds for all of their taxable years to and including their most recent taxable year required to be filed on or before the date of this Plan, and has paid all taxes payable pursuant to such returns. To the Knowledge of Funds Trust, no such tax return has been or is currently under audit and no assessment has been asserted with respect to any return. Funds Trust will file all of the Fund’s tax returns for all of their taxable periods ending on or before the Closing Date not previously filed on or before their due dates (taking account of any valid extensions thereof).

(j) Since the date of the Target Fund Financial Statements and the Acquiring Fund Financial Statements, there has been no material adverse change in the financial condition, business, properties or Assets of the Target Fund or Acquiring Fund, respectively. For purposes of this provision, investment underperformance, negative investment performance or net redemptions shall not be deemed to constitute such facts, provided all customary performance disclosures have been made.

 

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(k) The Target Fund Financial Statements and the Acquiring Fund Financial Statements, fairly present the financial position of the Acquiring Fund as of the Fund’s most recent fiscal year-end and the results of the Fund’s operations and changes in the Fund’s net assets for the periods indicated. The Target Fund Financial Statements and the Acquiring Fund Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied.

(l) To the Knowledge of Funds Trust, neither the Target Fund nor the Acquiring Fund has any Liabilities, whether or not determined or determinable, other than Liabilities disclosed or provided for in the Target Fund Financial Statements and the Acquiring Fund Financial Statements, respectively, or Liabilities incurred in the ordinary course of business.

(m) Except as otherwise provided herein, Funds Trust shall operate the business of each Fund in the ordinary course between the date hereof and the Effective Time, it being agreed that such ordinary course of business will include the declaration and payment of dividends and distributions approved by the Board in anticipation of the Reorganization. Notwithstanding the foregoing, each Fund shall (i) complete all measures prior to the Effective Time to ensure that the Reorganization qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; and (ii) take all other appropriate action necessary to ensure satisfaction of representations in certificates to be provided to Proskauer Rose LLP in connection with their opinion described in Section 6(d), regardless of whether any measures or actions described in this sentence are in the ordinary course.

6. Conditions to Funds Trust Obligations. The obligations of Funds Trust with respect to the Reorganization shall be subject to the following conditions precedent:

(a) As required, the Target Fund shall have obtained the approval of this Plan and the transactions contemplated herein by the vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Target Fund.

(b) Funds Trust shall have duly executed and delivered the Target Fund Reorganization Documents.

(c) All representations and warranties of Funds Trust made in this Plan that apply to the Reorganization shall be true and correct in all material respects as if made at and as of the Valuation Time and the Effective Time.

(d) Funds Trust on behalf of itself and, as appropriate, the Target Fund and the Acquiring Fund, shall have delivered to Funds Trust/the Acquiring Fund and the Target Fund, respectively, a certificate dated as of the Closing Date and executed in its name by its Treasurer or Secretary stating that the representations and warranties of Funds Trust in this Plan that apply to the Reorganization are true and correct at and as of the Valuation Time.

(e) Funds Trust shall have received an opinion dated as of the Closing Date in a form reasonably satisfactory to it of Proskauer Rose LLP, upon which each Fund and its shareholders may rely, based upon representations reasonably acceptable to Proskauer Rose LLP made in certificates provided by Funds Trust, on behalf of itself and each Fund, the Funds’ affiliates and/or principal shareholders to Proskauer Rose LLP, substantially to the effect that the Reorganization will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and each Fund will be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

(f) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with the Reorganization.

 

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(g) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act.

(h) Funds Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Reorganization’s Valuation Time and Effective Time.

(i) Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Valuation Time, the Target Fund shall have declared a dividend or dividends, with a record date and ex-dividend date prior to the Valuation Time, which, together with all previous dividends, shall have the effect of distributing to the Target Fund shareholders all of its previously undistributed (i) “investment company taxable income” within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts equal to, in the aggregate, the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Effective Time.

(j) The Board of Funds Trust shall not have terminated this Plan with respect to the Reorganization pursuant to Section 8 of this Plan.

7. Survival of Representations and Warranties. The representations and warranties of Funds Trust shall survive the completion of the transactions contemplated herein.

8. Termination of Plan. The Board may terminate this Plan with respect to the Acquiring Fund or Target Fund, as appropriate, by majority vote, if: (i) the conditions precedent set forth in Section 6, are not satisfied on the Closing Date; or (ii) it becomes reasonably apparent to the Board that such conditions precedent will not be satisfied on the Closing Date.

9. Governing Law. This Plan and the transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by federal law, without regard to conflicts of law principles.

10. Expenses. Funds Trust shall cause the expenses of the Reorganization to be borne by Wells Fargo Funds Management, LLC.

11. Amendments. The Reorganization of certain Target Funds, as indicated on the chart on page one of this Plan, requires shareholder approval. Funds Trust may, by agreement in writing authorized by the Board, amend this Plan with respect to the Reorganization at any time, including, with respect to any Target Fund whose shareholders are being asked to approve the Reorganization, before or after such Target Fund’s shareholders approve of the Reorganization. After a Target Fund’s shareholders approve a Reorganization, however, Funds Trust may not amend this Plan in a manner that materially adversely affects the interests of the Target Fund’s shareholders with respect to that Reorganization. This Section shall not preclude Funds Trust from changing the Closing Date or the Effective Time of a Reorganization.

12. Waivers. At any time prior to the Closing Date, Funds Trust may by written instrument signed by it (i) waive the effect of any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. Funds Trust agrees that any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance.

 

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13. Limitation on Liabilities. The obligations of Funds Trust and each Fund shall not bind any of the Trustees, shareholders, nominees, officers, agents, or employees of Funds Trust personally, but shall bind only the Assets and property of the particular Fund. The execution and delivery of this Plan by the officers of Funds Trust shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Assets and the property of the Acquiring Fund or the Target Fund, as appropriate.

14. General. This Plan supersedes all prior agreements between the parties (written or oral), is intended as a complete and exclusive statement of the terms of the agreement between the parties and may not be changed or terminated orally. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers designated below to execute this Plan as of the date first written above.

WELLS FARGO FUNDS TRUST

for itself and on behalf of the Target Funds

and on behalf of the Acquiring Funds

ATTEST:

 

 

   By:  

 

Name:   C. David Messman      Name:   Karla M. Rabusch
Title:   Secretary      Title:   President

 

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SCHEDULE A

MATERIAL AGREEMENTS

The following agreements shall be Material Agreements:

Amended and Restated Investment Advisory Agreement between Wells Fargo Funds Management, LLC (“Wells Fargo Funds Management”) and Wells Fargo Funds Trust, dated August 6, 2003, and amended October 1, 2005, with Schedule A amended November 7, 2007.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and Artisan Partners Limited Partnership, dated February 1, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and Cooke & Bieler, L.P., dated March 24, 2004, with Appendix A amended November 8, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and LSV Asset Management, dated February 1, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and New Star Institutional Managers Limited, dated February 1, 2005, with Appendix A amended April 11, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and Wells Capital Management Incorporated, dated March 1, 2001, with Appendix A and Schedule A amended March 30, 2007.

Distribution Agreement between Wells Fargo Funds Distributor, LLC and Wells Fargo Funds Trust, dated April 8, 2005, with Schedule I amended November 7, 2007.

Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 approved by the Wells Fargo Funds Trust Board on March 26, 1999, with Appendix A amended November 9, 2007.

Rule 18f-3 Multi-Class Plan adopted by the Board of Wells Fargo Funds Trust on March 26, 1999 and most recently amended November 8, 2006, with Appendix A amended November 9, 2007 and Appendix B amended November 8, 2006.

Amended and Restated Custody Agreement between Wells Fargo Bank, N.A. and Wells Fargo Funds Trust dated August 10, 2004, with Appendix A amended November 7, 2007.

Amended and Restated Accounting Services Agreement among PFPC, Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Variable Trust dated May 10, 2006, with Exhibit A amended November 7, 2007.

Administration Agreement between Wells Fargo Funds Management and Wells Fargo Funds Trust dated March 1, 2003, with Appendix A amended November 7, 2007.

Transfer Agency and Service Agreement between Boston Financial Data Services, Inc. and Wells Fargo Funds, dated April 11, 2005, with Schedule A amended November 7, 2007.

Shareholder Servicing Plan adopted by the Board of Wells Fargo Funds Trust adopted on March 26, 1999, with Appendix A amended November 7, 2007.

 

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Amended and Restated Fee and Expense Agreement among Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, dated March 30, 2007, with Schedule A amended November 7, 2007.

Amended and Restated Joint Fidelity Bond Allocation Agreement among Wells Fargo Funds Trust, Wells Fargo Variable Trust and Wells Fargo Master Trust dated May 1, 2006, with Appendix A amended November 7, 2007.

Securities Lending Agency Agreement among Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management and Wells Fargo Bank, N.A. dated August 9, 2006, with Schedule I amended November 7, 2007.

 

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LOGO

Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for Wells Fargo Advantage Funds. Other affiliates of Wells Fargo & Company provide subadvisory and other services for the Funds. The Funds are distributed by Wells Fargo Funds Distributor, LLC, Member FINRA/SIPC, an affiliate of Wells Fargo & Company. 109924 05-08

NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

©2008 Wells Fargo Funds Management, LLC. All rights reserved.

www.wellsfargo.com/advantagefunds


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Wells Fargo Advantage Funds (logo)

Important Proxy Information

Please take a moment to read.

The enclosed document is a proxy statement with proposals concerning the Wells Fargo Advantage Life Stage PortfoliosSM. As a shareholder of one of the Portfolios, you are being asked to approve a reorganization of your Wells Fargo Advantage Life Stage Portfolio into another acquiring Wells Fargo Advantage Fund. The following information highlights the principal aspects of the proposal, which is subject to a vote by the target Portfolios’ shareholders. We encourage you to fully read the enclosed proxy statement.

What am I being asked to vote on?

You are being asked to approve the reorganization of your Wells Fargo Advantage Life Stage Portfolio into an acquiring Wells Fargo Advantage Fund. The Wells Fargo Advantage Funds® Board of Trustees (the Board) believes that these reorganizations will benefit shareholders, and it unanimously approved them.

In each reorganization, the Life Stage Portfolio will transfer all of its assets and liabilities to a corresponding acquiring Fund in exchange for shares of the acquiring Fund. The reorganization is expected to be a taxable exchange. (Further information about the potential tax consequences of the proposed reorganization can be found on page XX of the enclosed proxy statement.) Immediately after the closing of the reorganization, you will hold the shares of an acquiring Fund with a total dollar value equal to the total dollar value of the shares of the Life Stage Portfolio that you held before the closing. The acquiring Funds for each proposed reorganization are listed in the table below:

 

Wells Fargo Advantage Funds
Target Life Stage Portfolio

 

Wells Fargo Advantage Funds
Acquiring Fund

Life Stage—Conservative Portfolio

  Moderate Balanced Fund

Life Stage—Moderate Portfolio

  Growth Balanced Fund

Life Stage—Aggressive Portfolio

  Aggressive Allocation Fund

Why has the Board recommended that I vote in favor of the reorganization?

Among the factors the Board considered in recommending these reorganizations were the following:

 

   

The combined Funds will have potentially greater investment opportunities and market presence.

 

   

The reorganizations will eliminate duplicative expenses and can reduce associated operational costs.

 

   

The combined Funds are expected to have enhanced viability due to a larger asset base. A larger asset base can lead to lower expense ratios.

 

   

The acquiring Funds have better comparative total return than their corresponding target Funds over most measurement periods, and, in the view of Wells Fargo Funds Management, LLC, the Funds’ advisor, they have the potential for better performance opportunities going forward.

 

   

The investment objectives and principal investment strategies of the target and acquiring Funds are relatively compatible.

 

   

Shareholders will not bear the expenses incurred by each Fund in connection with the reorganizations.

Whom should I call with questions about the voting process?

If you have any questions about the proxy materials or the proposal, please call your investment professional, trust officer, or Wells Fargo Advantage Funds at 1-800-222-8222. If you have any questions about voting your proxy, you may call our proxy solicitor, The Altman Group, at 1-866-406-2287.

 


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IMPORTANT NOTICE: PLEASE COMPLETE THE ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE. FOR YOUR CONVENIENCE YOU MAY VOTE BY MAIL, BY CALLING THE TOLL-FREE TELEPHONE NUMBER PRINTED ON YOUR PROXY BALLOT, OR VIA THE INTERNET ACCORDING TO THE ENCLOSED VOTING INSTRUCTIONS.

WELLS FARGO FUNDS TRUST

525 MARKET STREET

SAN FRANCISCO, CALIFORNIA 94105

[May 6, 2008]

Dear Valued Shareholder:

I am pleased to invite you to a special meeting of shareholders of Wells Fargo Funds Trust’s Life Stage – Conservative Portfolio, Life Stage – Moderate Portfolio and Life Stage – Aggressive Portfolio, to be held at 525 Market Street, 12th Floor, San Francisco, California 94105 on June 30, 2008, at 3:00 p.m. (Pacific Time).

We are seeking your approval of a proposed reorganization of three funds of Wells Fargo Funds Trust into three other funds of Wells Fargo Funds Trust (the “Reorganization”). We refer to Wells Fargo Funds Trust as Wells Fargo Advantage Funds. We refer to the three funds that are proposed to be reorganized as the Target Funds, and we refer to the three funds into which the Target Funds will be reorganized as the Acquiring Funds. We refer to each all of them individually as a Fund and to all of them together as the Funds.

The Reorganization arises out of a review by Wells Fargo Funds Management, LLC (“Funds Management”), investment adviser to the Funds, of the continued viability of various Funds of Wells Fargo Advantage Funds, and an evaluation of whether combining Funds with similar investment objectives, principal investments or principal investment strategies would better serve shareholders. In each reorganization, a Target Fund will transfer all of its assets and liabilities to a corresponding Acquiring Fund in exchange for shares of a comparable class (“Class”) of the corresponding Acquiring Fund. The shares of each Acquiring Fund, in turn, will be distributed to the shareholders of each Target Fund in liquidation of the Target Funds. Shareholders of the Target Fund generally will recognize gain or loss for federal tax purposes on the receipt of these Acquiring Fund shares. Immediately after the closing of the Reorganization (the “Closing”), each shareholder of each Target Fund will hold the shares of an Acquiring Fund with a total dollar value equal to the total dollar value of the shares of the Target Fund that the shareholder held before the Closing. The following table lists the Target Funds and the corresponding Acquiring Funds that are part of the Reorganization.

 

TARGET FUNDS    ACQUIRING FUNDS
Life Stage – Conservative Portfolio    Moderate Balanced Fund
Life Stage – Moderate Portfolio    Growth Balanced Fund
Life Stage – Aggressive Portfolio    Aggressive Allocation Fund

Some of the potential benefits of the proposed Reorganization are:

 

   

The combined Funds will have potentially greater investment opportunities and market presence.

 

   

The Reorganization will eliminate duplicative expenses and can reduce associated operational costs.

 

   

The combined Funds should have enhanced viability due to a larger asset base. A larger asset base also can lead to lower expense ratios.

 

   

The Acquiring Funds have better comparative total return performance than the Target Funds over most measurement periods and, in Funds Management’s view, better performance opportunities going forward.

 

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Funds Management has agreed to pay all expenses of each reorganization, so Fund shareholders will not bear these costs.

The overall responsibility for oversight of the Target Funds and Acquiring Funds rests with the Wells Fargo Advantage Funds’ Board of Trustees, which we refer to as the Board. The Board has unanimously approved each reorganization and believes that it is in the best interests of each Target Fund’s shareholders.

The Board of Trustees of Wells Fargo Advantage Funds unanimously recommends that you vote your proxy to approve the Reorganization.

Please read the enclosed proxy materials and consider the information provided. We encourage you to complete and mail your proxy ballot promptly. No postage is necessary if you mail it in the United States. Alternatively, you may vote by calling the toll-free number printed on your proxy ballot, or via the Internet according to the enclosed voting instructions. If you have any questions about the proxy materials, or the Reorganization, please call your trust officer, investment professional, or Wells Fargo Advantage Funds’ Investor Services at 1-800-222-8222. If you have any questions about voting your proxy, you may call our proxy solicitor, The Altman Group, at 1-866-406-2287. Thank you for your participation in this important initiative. Your vote is important to us, no matter how many shares you own.

Very truly yours,

Karla M. Rabusch

President

Wells Fargo Funds Trust

 

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LIFE STAGE – CONSERVATIVE PORTFOLIO

LIFE STAGE – MODERATE PORTFOLIO

LIFE STAGE – AGGRESSIVE PORTFOLIO

OF

WELLS FARGO FUNDS TRUST

525 MARKET STREET

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED FOR JUNE 30, 2008

This is the formal notice and agenda for the special shareholder meeting (the “Meeting”) of the shareholders of each of the Funds of Wells Fargo Advantage Funds listed above. The Meeting will be held at 525 Market Street, 12th Floor, San Francisco, California 94105 on June 30, 2008, at 3:00 p.m. (Pacific Time). At the Meeting, shareholders will be asked to consider and act upon the proposal set forth below and transact such other business as may properly come before the Meeting. The table below lists the proposal on which shareholders will be asked to vote and identifies shareholders entitled to vote on the proposal.

 

PROPOSAL

  

SHAREHOLDERS ENTITLED TO VOTE

Approval of an Agreement and Plan of Reorganization (the “Reorganization Plan”), under which substantially all of the assets of each Target Fund will be transferred to an Acquiring Fund as listed below in exchange for shares of a comparable Class of the corresponding Acquiring Fund having equal value, which will be distributed proportionately to the shareholders of the Target Fund. Upon completion of the transactions contemplated by the Reorganization Plan, the Target Funds will be liquidated and terminated as series of Wells Fargo Advantage Funds.    Shareholders of each Target Fund with respect to the applicable reorganization shown below.
Target Fund    Corresponding Acquiring Fund
Life Stage – Conservative Portfolio    Moderate Balanced Fund
Life Stage – Moderate Portfolio    Growth Balanced Fund
Life Stage – Aggressive Portfolio    Aggressive Allocation Fund

Shareholders of all Funds may consider and vote upon such other business as may properly come before the Meeting or any adjournment(s).

THE BOARD OF TRUSTEES OF WELLS FARGO ADVANTAGE FUNDS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

Shareholders of record of each Target Fund as of the close of business on April 18, 2008 are entitled to vote at the Meeting or any adjournment(s) thereof. Whether or not you expect to attend the Meeting, please complete and return the enclosed proxy ballot.

Please read the enclosed proxy materials and consider the information provided. We encourage you to complete and mail your proxy ballot promptly. No postage is necessary if you mail it in the United States.

 

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Alternatively, you may vote by calling the toll-free number printed on your proxy ballot, or via the Internet according to the enclosed voting instructions. If you have any questions about the proxy materials, or the proposal, please call your trust officer, investment professional, or Wells Fargo Advantage Funds’ Investor Services at 1-800-222-8222. If you have any questions about voting your proxy, you may call our proxy solicitor, The Altman Group, at 1-866-406-2287.

By Order of the Board of Trustees of Wells Fargo Funds Trust

C. David Messman

Secretary

[May 6, 2008]

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU ARE ENTITLED TO VOTE.

 

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WELLS FARGO FUNDS TRUST

525 Market Street

San Francisco, California 94105

1-800-222-8222

COMBINED PROSPECTUS/PROXY STATEMENT

[May 6, 2008]

WHAT IS THIS DOCUMENT AND WHY ARE WE SENDING IT TO YOU?

This document is a combined prospectus and proxy statement, and we refer to it as the Prospectus/Proxy Statement. It contains the information that shareholders of the Target Funds listed in the Notice of Special Meeting of Shareholders should know before voting on the proposed Reorganization, and should be retained for future reference. It is the proxy statement of the Target Funds and also a prospectus for the Acquiring Funds.

HOW WILL THE REORGANIZATION WORK?

The Board has approved the reorganization of each Target Fund, which we refer to as the Reorganization. The Reorganization will involve four steps:

 

  * the liquidation of the Target Fund’s holdings;

 

  * the transfer of substantially all of the assets and liabilities of the Target Fund to its corresponding Acquiring Fund in exchange for shares of the corresponding Acquiring Fund having equivalent value to the net assets transferred;

 

  * the pro rata distribution of a comparable Class of shares of the Acquiring Fund to the shareholders of record of the Target Fund as of the effective date of the Reorganization in full redemption of all shares of the Target Fund; and

 

  * the liquidation and termination of the Target Fund.

As a result of the Reorganization, shareholders of each Target Fund will hold shares of a comparable Class of the corresponding Acquiring Fund, as described in this Prospectus/Proxy Statement. The total value of the Acquiring Fund shares that you receive in the Reorganization will be the same as the total value of the shares of the Target Fund that you held immediately before the Reorganization. Shareholders of each Target Fund generally will recognize gain or loss for federal tax purposes on the receipt of these Acquiring Fund shares. If one of the Target Funds does not approve the Reorganization, that Fund will not participate in the Reorganization. In such a case, the Target Fund will continue its operations beyond the date of the Reorganization and the Wells Fargo Advantage Funds’ Board of Trustees will consider what further action is appropriate, including liquidating and terminating the Target Fund as a series of Wells Fargo Advantage Funds, or considering a different reorganization.

These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), nor has the SEC passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

 

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IS ADDITIONAL INFORMATION ABOUT THE FUNDS AND REORGANIZATION PLAN AVAILABLE?

Yes, additional information about the Funds is available in the:

 

   

Prospectus for the Target Funds;

 

   

Statements of Additional Information, or SAIs, for the Target Funds and the Acquiring Funds; and

 

   

Annual and Semi-Annual Reports to shareholders of the Target Funds and the Acquiring Funds.

All of these documents are on file with the SEC.

The prospectus, SAI, and Annual and Semi-Annual Reports of the Target Funds are incorporated by reference and are legally deemed to be part of this Prospectus/Proxy Statement. The SAI to this Prospectus/Proxy Statement, dated the same date as this Prospectus/Proxy Statement, also is incorporated by reference and is legally deemed to be part of this document. The prospectus and the most recent Annual Report to shareholders of the Target Funds, containing audited financial statements for the most recent fiscal year, and the most recent Semi-Annual Report to shareholders of the Target Funds have been previously mailed to shareholders. The SAI of the Acquiring Fund is incorporated by reference and is legally deemed to be part of the Prospectus/Proxy Statement.

There also is a Reorganization Plan between the Target Funds and the Acquiring Funds that describes the technical details of how the Reorganization will be accomplished. The Reorganization Plan has been filed with the SEC as Exhibit G to this Prospectus/Proxy Statement.

Copies of these documents are available upon request without charge by writing to, calling or visiting our web site:

Wells Fargo Advantage Funds

P.O. Box 8266

Boston, MA 02266-8266

1-800-222-8222

www.wellsfargo.com/advantagefunds

You also may view or obtain these documents from the SEC:

 

In Person: At the SEC’s Public Reference Room in Washington, D.C., and regional offices in New York City, at 233 Broadway, and in Chicago, at 175 West Jackson Boulevard, Suite 900 (duplicating fee required)

 

By Phone: 1-800-SEC-0330
(duplicating fee required)

 

By Mail: Public Reference Section
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-0213
(duplicating fee required)

 

By Email: publicinfo@sec.gov
(duplicating fee required)

 

By Internet: www.sec.gov
(Information about the Target Funds and Acquiring Funds may be found under Wells Fargo Funds Trust)

 

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OTHER IMPORTANT THINGS TO NOTE:

 

  * An investment in the Wells Fargo Advantage Funds is not a deposit of Wells Fargo Bank, N.A. (“Wells Fargo Bank”) or any other bank and is not insured or guaranteed by the FDIC or any other government agency.

 

  * You may lose money by investing in the Funds.

 

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TABLE OF CONTENTS

 

PROPOSAL: APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION

   6

Overview

   6

Reasons for the Reorganization

   6

SUMMARY

   8

Comparison of Current Fees and Pro Forma Fees

   8

Comparison of Investment Objectives, Principal Investments and Principal Investment Strategies

   8

Common and Specific Risk Considerations

   12

Comparison of Performance

   16

Comparison of Shareholder Account Features and Services

   17

Comparison of Investment Advisory Fees

   21

Other Principal Service Providers

   22

Terms of the Reorganization

   23

Board Consideration of the Reorganization

   23

Material U.S. Federal Income Tax Consequences of the Reorganization

   26

Fees and Expenses of the Reorganization

   31

Existing and Pro Forma Capitalization

   32

INFORMATION ON VOTING

   33

OUTSTANDING SHARES

   34

INTEREST OF CERTAIN PERSONS IN THE TRANSACTION

   34

ANNUAL MEETING AND SHAREHOLDER MEETINGS

   35

DISSENTERS’ RIGHTS

   35

EXHIBIT A — EXPENSE SUMMARIES OF THE TARGET FUNDS AND ACQUIRING FUNDS

   A-1

EXHIBIT B—COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENTS AND PRINCIPAL INVESTMENT STRATEGIES, SUB-ADVISERS AND PORTFOLIO MANAGERS OF THE TARGET FUNDS AND ACQUIRING FUNDS

   B-1

EXHIBIT C – COMPARISON OF RISKS

   C-1

EXHIBIT D – PORTFOLIO MANAGERS

   D-1

EXHIBIT E – PERFORMANCE/FINANCIAL HIGHLIGHTS OF TARGET AND ACQUIRING FUNDS

   E-1

EXHIBIT F – MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

   F-1

EXHIBIT G – AGREEMENT AND PLAN OF REORGANIZATION

   G-1

 

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PROPOSAL: APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION

The Board of Wells Fargo Advantage Funds called this special shareholder meeting to allow shareholders of each Target Fund to consider and vote on the reorganization of each Target Fund into a corresponding Acquiring Fund, as shown in the table below.

 

Target Funds

    

Acquiring Funds

Life Stage – Conservative Portfolio
Investor Class

    

Moderate Balanced Fund
Administrator Class

Life Stage – Moderate Portfolio
Investor Class

    

Growth Balanced Fund
Administrator Class

Life Stage – Aggressive Portfolio
Investor Class

    

Aggressive Allocation Fund
Administrator Class

Overview

On November 7, 2007, the Board unanimously voted to approve the Reorganization, subject to approval by shareholders of each Target Fund. In the Reorganization, each Target Fund will transfer its assets to its corresponding Acquiring Fund, which will acquire substantially all the assets and assume substantially all the liabilities of the Target Fund. Upon the transfer of assets and assumption of liabilities, the Acquiring Fund will issue shares to the corresponding Target Fund, which shares will be distributed to shareholders in liquidation of the Target Fund. Any shares you own of a Target Fund at the time of the Reorganization will be cancelled and you will receive shares in a comparable Class of the corresponding Acquiring Fund having a value equal to the value of your shares of the Target Fund dividend. It is not intended that the Reorganization will constitute a tax-free “reorganization” for U.S. federal income tax purposes, with respect to each Target Fund and the corresponding Acquiring Fund, as discussed below under “Material U.S. Federal Income Tax Consequences of the Reorganization.” Accordingly, it is expected that the Reorganization generally will be taxable to Target Fund shareholders. If approved by shareholders, the Reorganization is expected to occur in the third quarter of 2008.

Reasons for the Reorganization

The Reorganization arises out of Fund Management’s review of the continued viability of various funds of Wells Fargo Advantage Funds, and evaluation of whether combining Funds with similar investment objectives, principal investments or principal investment strategies would better serve shareholders. The Board concluded that participation in the Reorganization is in the best interests of each Target Fund and its shareholders. In reaching that conclusion, the Board considered, among other things:

 

  1. The enhanced viability of the combined Funds due to larger asset size;

 

  2. The viability of the Target Funds absent approval of the Reorganization;

 

  3. The comparative total return performance of the Acquiring Funds into which the Target Funds will be reorganized;

 

  4. The anticipated effect of the Reorganization on per-share expense ratios, both before and after waivers, of the Target Funds;

 

  5. The expected treatment of the Reorganization as a taxable event for U.S. federal income tax purposes;

 

  6. The relative compatibility of the investment objectives, principal investments and principal investment strategies of the Acquiring Funds with those of the Target Funds; and

 

  7. The anticipated benefits of economies of scale for the Target Funds and enabling greater diversification of investments by the master portfolios in which the Acquiring Funds invest.

 

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  8. The potential elimination of duplicative costs and spreading of certain costs across a larger asset base due to combining Funds with compatible investment objectives, principal investments and principal investment strategies; and

 

  9. The undertaking by Funds Management to pay all expenses connected with the Reorganization so that shareholders of the Target Funds and Acquiring Funds will not bear these expenses.

The Board also concluded that the economic interests of the shareholders of the Target Funds and the Acquiring Funds would not be diluted as a result of the Reorganization because the number of Acquiring Fund shares to be issued to Target Fund shareholders will be calculated based on the respective net asset value of the Funds. For a more complete discussion of the factors considered by Wells Fargo Advantage Funds’ Board in approving the Reorganization, see the section entitled “Board Consideration of the Reorganization” in this Prospectus/Proxy Statement.

 

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SUMMARY

The following summary highlights differences between each Target Fund and its corresponding Acquiring Fund. This summary is not complete and does not contain all of the information that you should consider before voting on the Reorganization. For more complete information, please read the entire Prospectus/Proxy Statement.

Comparison of Current Fees and Pro Forma Fees

The following table shows current annual fund expense ratios for each Target Fund and Acquiring Fund, both before (total) and after (net) any contractual expense waivers and reimbursements, and the pro forma annual expense ratios for each Acquiring Fund, reflecting the anticipated effects, if any, of the Reorganization on both total and net operating expense ratios. All expense ratios are shown as a percentage of each Fund’s daily net assets and are as of September 30, 2007.

Two levels of expense ratios are included in the table:

 

  a) Total Annual Fund Operating Expenses– the total operating expenses of a fund, representing what a shareholder could potentially pay if no waivers or expense reimbursements were in place.

 

  b) Net Annual Fund Operating Expenses– the expense level a shareholder can expect to actually pay, taking into account any fee waivers or expense reimbursements to which a fund’s adviser has contractually committed.

 

Target Fund / Share
Class

  Current  

Acquiring Fund / Share
Class

  Current   Pro Forma
  Total
Annual
Fund
Operating
Expenses*
  Net Annual
Fund
Operating
Expenses**
    Total
Annual
Fund
Operating
Expenses*
  Net Annual
Fund
Operating
Expenses**
  Total
Annual
Fund
Operating
Expenses*
  Net Annual
Fund
Operating
Expenses**

Life Stage – Conservative Portfolio
Investor Class

  1.86%   1.25%  

Moderate Balanced Fund
Administrator Class

  1.10%   0.90%   1.10%   0.90%

Life Stage – Moderate Portfolio
Investor Class

  1.69%   1.35%  

Growth Balanced Fund
Administrator Class

  1.13%   0.95%   1.13%   0.95%

Life Stage – Aggressive Portfolio
Investor Class

  1.73%   1.45%  

Aggressive Allocation Fund
Administrator Class

  1.20%   1.00%   1.20%   1.00%

 

* Includes the pro-rata portion of the net operating expenses of the underlying funds/master portfolios in which the Fund invests.
** Funds Management has committed to waive fees and/or reimburse expenses for a specified period as discussed in Exhibit A to the extent necessary to maintain the Fund’s net annual operating expense ratio shown, which, for the Acquiring Funds, includes the underlying master portfolios’ fees and expenses in which the Acquiring Funds invest and for the Target Funds, includes the underlying funds’ expenses.

In every case the Acquiring Fund will have lower total and net annual fund operating expenses than the corresponding Class of the Target Fund. Please see Exhibit A for a breakdown of the specific fees charged to each Target Fund and Acquiring Fund, and more information about expenses.

Funds Management has contractually agreed to maintain the pro forma Net Annual Fund Operating Expense Ratio for each of the Acquiring Funds through January 31, 2009. These contractual net expense ratios for the Acquiring Funds renew automatically upon expiration of the contractual commitment period, and can only be increased upon approval by the Funds’ Board.

 

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For further discussion regarding the Board of Trustees consideration of the total and net operating expense ratios of the Funds in approving the Reorganization, see the section entitled “Board Consideration of the Reorganization” in this Prospectus/Proxy Statement.

Comparison of Investment Objectives, Principal Investments and Principal Investment Strategies

Each Target Fund and its corresponding Acquiring Fund pursue similar investment objectives and hold substantially similar securities, except for the limited differences noted below.

All of the Target Funds and the Acquiring Funds have investment objectives that are classified as non-fundamental, which means that the Board can change them without shareholder approval. Also, the Target Funds and Acquiring Funds have substantially identical “fundamental” investment policies that can only be changed with shareholder approval. Thus, the Reorganization will not result in a change in the Target Funds’ shareholders’ right to vote to approve changes to the investment objectives or fundamental investment policies of the Fund(s) in which they own shares.

Each Acquiring Fund involved in the Reorganization is a gateway blended fund that does not invest directly in portfolio securities. Rather, each Fund invests in several master portfolios of Wells Fargo Master Trust which strategies consist of different equity and fixed income investment styles. Each Acquiring Fund may invest in additional or fewer master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities. References to the investment activities of a gateway blended fund are intended to refer to the investment activities of the master portfolio(s) in which it invests.

The following charts compare the investment objective, principal investments and principal investment strategies of each Target Fund and its corresponding Acquiring Fund, and describe the key differences between the Funds. The charts are presented in summary form and, therefore, do not contain all of the information that you should consider before voting on the Reorganization. A more detailed comparison of the Funds’ investment objectives, principal investments and principal investment strategies, as well as the identity of each Fund’s investment sub-adviser and portfolio managers can be found at Exhibit B. You also can find additional information about a specific Fund’s investment objective, principal investments and principal investment strategies in its SAI, which is incorporated by reference herein. For more complete information, please read the entire Prospectus/Proxy Statement.

 

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Life Stage–Conservative (Target Fund)

  

Moderate Balanced (Acquiring fund)

Investment Objective    Seeks total return, consisting of current income and capital appreciation.    Seeks total return, consisting of current income and capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

 

-   60% of total assets in bond funds; and

 

-   40% of total assets in stock funds.

 

The percentage of the Fund’s assets invested in stock or bond funds may temporarily deviate from the percentages indicated above due to changes in market values. The adviser rebalances the Fund when the Fund’s assets deviate by a specified percentage from these percentages primarily through the use of daily cash flows.

  

The Fund’s “neutral” target allocation is as follows:

 

-   60% of the Fund’s total assets in fixed income securities; and

 

-   40% of the Fund’s total assets in equity securities.

Principal Investment Strategies   

The Fund seeks to achieve its investment objective by allocating 60% of its total assets to affiliated bond funds and 40% of its total assets to affiliated stock funds (the “Underlying Funds”). Stock funds offer greater long-term capital appreciation potential, while bond funds help to moderate portfolio risk and provide income.

 

By investing in several Underlying Funds, the Fund achieves greater diversification. Stock fund holdings are diversified across market capitalization (large- and mid-size companies) and investment styles (“growth” and “value”), in both domestic and foreign markets. Bond fund holdings are also diversified across a range of short- to intermediate-term income-producing securities, which may include, but are not limited to, U.S. Government obligations and corporate debt securities.

  

The Fund is a gateway fund that uses a “multi-style” investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. Currently, the Fund’s portfolio combines the different equity and fixed income investment styles of several master portfolios.

 

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in the Fund’s target allocations. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund also may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

COMPARISON SUMMARY   

•   Both Funds have the same investment objectives, and substantially similar principal investments and strategies, except that:

 

-   The Acquiring Fund utilizes an asset allocation model to assess the attractiveness of equity v. fixed income investments and recommends changes in the target allocations, ranging between 30 and 50 percent for the Fund’s equity allocation and 50 and 70 percent for the Fund’s fixed income allocation.

 

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Life Stage–Moderate (Target Fund)

  

Growth Balanced (Acquiring fund)

Investment Objective    Seeks total return, consisting of capital appreciation and current income.    Seeks total return, consisting of capital appreciation and current income.
Principal Investments   

Under normal circumstances, the Fund invests:

 

-   60% of total assets in stock funds; and

 

-   40% of total assets in bond funds.

 

The percentage of the Fund’s assets invested in stock or bond funds may temporarily deviate from the percentages indicated above due to changes in market values. The adviser rebalances the Fund when the Fund’s assets deviate by a specified percentage from these percentages primarily through the use of daily cash flows.

  

The Fund’s “neutral” target allocation is as follows:

 

-   65% of the Fund’s total assets in equity securities; and

 

-   35% of the Fund’s total assets in fixed income securities.

Principal Investment Strategies   

The Fund seeks to achieve its investment objective by allocating 60% of its total assets to affiliated stock funds and 40% of its total assets to affiliated bond funds (the “Underlying Funds”). Stock funds offer greater long-term capital appreciation potential, while bond funds help to moderate portfolio risk and provide income.

 

By investing in several Underlying Funds, the Fund achieves greater diversification. Stock fund holdings are diversified across market capitalization (large- and mid-size companies) and investment styles (“growth” and “value”), in both domestic and foreign markets. Bond fund holdings are also diversified across a range of short- to intermediate-term income-producing securities, which may include, but are not limited to, U.S. Government obligations and corporate debt securities.

  

The Fund is a gateway fund that uses a “multi-style” investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. Currently, the Fund’s portfolio combines the different equity and fixed income investment styles of several master portfolios.

 

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in the Fund’s target allocations. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund also may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

COMPARISON SUMMARY   

•   Both Funds have the same investment objectives, and substantially similar principal investments and strategies, except that:

 

-   While both Funds utilize a fund-of-funds approach in allocating their assets between equity and fixed income affiliated funds, the percentage allocations are slightly different: Target Fund: 60% stock / 40% bond; Acquiring Fund: 65% equity / 35% fixed income.

 

-   The Acquiring Fund utilizes an asset allocation model to assess the attractiveness of equity v. fixed income investments and recommends changes in the target allocations, ranging between 50 and 80 percent for the Fund’s equity allocation and 20 and 50 percent for the Fund’s fixed income allocation.

 

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Life Stage–Aggressive (Target Fund)

  

Aggressive Allocation (Acquiring fund)

Investment Objective    Seeks total return, consisting primarily of capital appreciation with a secondary emphasis on current income.    Seeks total return, consisting primarily of capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

 

-   80% of total assets in stock funds; and

 

-   20% of total assets in bond funds.

 

The percentage of the Portfolio’s assets invested in stock or bond funds may temporarily deviate from the percentages indicated above due to changes in market values. The adviser rebalances the Fund when the Fund’s assets deviate by a specified percentage from these percentages primarily through the use of daily cash flows.

  

The Fund’s “neutral” target allocation is as follows:

 

-   80% of the Fund’s total assets in equity securities; and

 

-   20% of the Fund’s total assets in fixed income securities.

Principal Investment Strategies   

We seek to achieve the Fund’s investment objective by allocating 80% of its total assets to affiliated stock funds and 20% of its total assets to affiliated bond funds (the “Underlying Funds”). Stock funds offer greater long-term capital appreciation potential, while bond funds help to moderate portfolio risk and provide income.

 

By investing in several Underlying Funds, the Portfolio achieves greater diversification. Stock fund holdings are diversified across market capitalization (large- and mid-size companies) and investment styles (“growth” and “value”), in both domestic and foreign markets. Bond fund holdings are also diversified across a range of short- to intermediate-term income-producing securities, which may include, but are not limited to, U.S. Government obligations and corporate debt securities.

  

The Fund is a gateway fund that uses a “multi-style” investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. Currently, the Fund’s portfolio combines the different equity and fixed income investment styles of several master portfolios.

 

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in the Fund’s target allocations. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund also may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

COMPARISON SUMMARY   

•   Both Funds have substantially similar investment objectives, principal investments and strategies, except that:

 

-   The Acquiring Fund utilizes an asset allocation model to assess the attractiveness of equity v. fixed income investments and recommends changes in the target allocations, ranging between 65 and 95 percent for the Fund’s equity allocation and 5 and 35 percent for the Fund’s fixed income allocation.

 

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Common and Specific Risk Considerations

Because of the similarities in investment objectives and policies, the Target Funds and the Acquiring Funds are subject to substantially similar investment risks. The following discussion describes the principal risks that may affect the Funds’ portfolios as a whole (and indirectly, the portfolios of the master portfolios of Wells Fargo Master Trust in which the Acquiring Funds invest). What follows after that is a discussion which compares the principal risks associated with each Target Fund and its corresponding Acquiring Fund (in bold print). Additional information regarding which of the principal risks described below are applicable to each Fund may be found in Exhibit C, as well as in the prospectus for each Target Fund. An investment in a Fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.

Counter-Party Risk When a Fund enters into a repurchase agreement, an agreement where it buys a security in which the seller agrees to repurchase the security at an agreed upon price and time, the Fund is exposed to the risk that the other party will not fulfill its contract obligation. Similarly, the Fund is exposed to the same risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to repurchase them at a later date.

Debt Securities Risk Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility that an issuer of an instrument will be unable to make interest payments or repay principal when due. Changes in the financial strength of an issuer or changes in the credit rating of a security may affect its value. Interest rate risk is the risk that interest rates may increase, which tends to reduce the resale value of certain debt securities, including U.S. Government obligations. Debt securities with longer maturities are generally more sensitive to interest rate changes than those with shorter maturities. Changes in market interest rates do not affect the rate payable on an existing debt security, unless the instrument has adjustable or variable rate features, which can reduce its exposure to interest rate risk. Changes in market interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby affecting their value and the return on your investment.

Derivatives Risk The term “derivatives” covers a broad range of investments, including futures, options and swap agreements. In general, a derivative 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. For example, a swap agreement is a commitment to make or receive payments based on agreed upon terms, and whose value and payments are derived by changes in the value of an underlying financial instrument. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a Fund’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The success of management’s derivatives strategies will depend on its ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

Emerging Markets Risk Emerging markets securities typically present even greater exposure to the risks described under “Foreign Investment Risk” and may be particularly 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. Emerging markets may be under-capitalized and have less developed legal and financial systems than markets in the developed world. Additionally, emerging markets may have volatile currencies and may be more sensitive than more mature markets to a variety of economic factors. Emerging market securities also may be less liquid than securities of more developed countries and could be difficult to sell, particularly during a market downturn.

 

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Foreign Investment Risk Foreign investments, including American Depository Receipts (ADRs) and similar investments, are subject to more risks than U.S. domestic investments. These additional risks may potentially include lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies. In addition, amounts realized on sales or distributions of foreign securities may be subject to high and potentially confiscatory levels of foreign taxation and withholding when compared to comparable transactions in U.S. securities. Investments in foreign securities involve exposure to fluctuations in foreign currency exchange rates. Such fluctuations may reduce the value of the investment. Foreign investments are also subject to risks including potentially higher withholding and other taxes, trade settlement, custodial, and other operational risks and less stringent investor protection and disclosure standards in certain foreign markets. In addition, foreign markets can and often do perform differently from U.S. markets.

Growth Style Investment Risk Growth stocks can perform differently from the market as a whole and from other types of stocks. Growth stocks may be designated as such and purchased based on the premise that the market will eventually reward a given company’s long-term earnings growth with a higher stock price when that company’s earnings grow faster than both inflation and the economy in general. Thus a growth style investment strategy attempts to identify companies whose earnings may or are growing at a rate faster than inflation and the economy. While growth stocks may react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks by rising in price in certain environments, growth stocks also tend to be sensitive to changes in the earnings of their underlying companies and more volatile than other types of stocks, particularly over the short term. Furthermore, growth stocks may be more expensive relative to their current earnings or assets compared to the values of other stocks, and if earnings growth expectations moderate, their valuations may return to more typical norms, causing their stock prices to fall. Finally, during periods of adverse economic and market conditions, the stock prices of growth stocks may fall despite favorable earnings trends.

High Yield Securities Risk High yield securities (sometimes referred to as “junk bonds”) are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities have a much greater risk of default (or in the case of bonds currently in default, of not returning principal) and may be more volatile than higher-rated securities of similar maturity. The value of these securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.

Issuer Risk The value of a security may decline for a number of reasons, which directly relate to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods and services.

Leverage Risk Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolios securities, and the use of when-issued, delayed delivery or forward commitment transactions. The use of derivatives may also create a leveraging risk. The use of leverage may cause a Fund to liquidate portfolio positions when it may not be advantageous to do so. Leveraging, including borrowing, may cause a Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to increase a Fund’s exposure to market risk, interest rate risk or other risks by, in effect, increasing assets available for investment.

Liquidity Risk A security may not be sold at the time desired or without adversely affecting the price.

Management Risk We cannot guarantee that a Fund will meet its investment objective. We do not guarantee the performance of a Fund, nor can we assure you that the market value of your investment will not decline. We will not “make good” on any investment loss you may suffer, nor can anyone we contract with to provide services, such as selling agents or investment advisers, offer or promise to make good on any such losses.

 

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Market Risk The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Equity securities generally have greater price volatility than debt securities.

Mortgage- and Asset-Backed Securities Risk Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. In addition, mortgage dollar rolls are transactions in which a Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. Mortgage- and asset-backed securities, including mortgage dollar roll transactions, are subject to certain additional risks. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, these securities may exhibit additional volatility. This is known as extension risk. In addition, these securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their debts sooner than expected. This can reduce the returns of a Fund because the Fund will have to reinvest that money at the lower prevailing interest rates. This is known as contraction risk. These securities also are subject to risk of default on the underlying mortgage or assets, particularly during periods of economic downturn.

Multi-Style Management Risk Because certain portions of a Fund’s assets are managed by different portfolio managers using different styles, a Fund could experience overlapping security transactions. Certain portfolio managers may be purchasing securities at the same time other portfolio managers may be selling those same securities. This may lead to higher transaction expenses and may generate higher short-term capital gains compared to a Fund using a single investment management style.

Regulatory Risk Changes in government regulations may adversely affect the value of a security. An insufficiently regulated market might also permit inappropriate practices that adversely affect an investment.

Smaller Company Securities Risk Securities of companies with smaller market capitalizations tend to be more volatile and less liquid than larger company stocks. Smaller companies may have no or relatively short operating histories, or be newly public companies. Some of these companies have aggressive capital structures, including high debt levels, or are involved in rapidly growing or changing industries and/or new technologies, which pose additional risks.

Underlying Funds Risk The risks associated with a Fund include the risks related to each Underlying Fund in which the Fund invests. The Fund seeks to reduce the risk of your investment by diversifying among mutual funds that invest in stocks and, in some cases, bonds and among different fund managers. You still have, however, the risks of investing in various asset classes, such as market risks related to stocks and, in some cases, bonds, as well as the risks of investing in a particular Underlying Fund, such as risks related to the particular investment management style and that the Underlying Fund may underperform other similarly managed funds. To the extent that an Underlying Fund actively trades its securities, the Fund will experience a higher-than-average portfolio turnover ratio and increased trading expenses, and may generate higher short-term capital gains. Investments in the Fund result in your incurring greater expenses than if you were to invest directly in the Underlying Funds in which the Portfolio invests. There can be no assurance that any mutual fund, including an Underlying Fund, will achieve its investment objective.

U.S. Government Obligations Risk Securities issued by U.S. Government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. The Government National Mortgage Association

 

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(GNMA), a wholly owned U.S. Government corporation, is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department of Veterans Affairs. U.S. Government agencies or government-sponsored entities (i.e., not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but its participation certificates are not backed by the full faith and credit of the U.S. Government. If a government-sponsored entity is unable to meet its obligations, the performance of an Underlying Fund that holds securities of the entity will be adversely impacted. U.S. Government obligations are viewed as having minimal or no credit risk but are still subject to interest rate risk.

Value Style Investment Risk Value stocks can perform differently from the market as a whole and from other types of stocks. Value stocks may be purchased based upon the belief that a given security may be out of favor. Value investing seeks to identify stocks that have depressed valuations, based upon a number of factors which are thought to be temporary in nature, and to sell them at superior profits when their prices rise in response to resolution of the issues which caused the valuation of the stock to be depressed. While certain value stocks may increase in value more quickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that there will not be any rise in valuation. Finally, there is the increased risk in such situations that such companies may not have sufficient resources to continue as ongoing businesses, which would result in the stock of such companies potentially becoming worthless.

Life Stage – Conservative Portfolio/Moderate Balanced Fund

Both Funds are subject to substantially similar risks, except that the Life Stage—Conservative Portfolio is also subject to high yield securities risk, and smaller company securities risk, while the Moderate Balanced Fund is also subject to emerging market risk, all of which are described above. Emerging market securities typically present even greater exposure to foreign investment risk. Both of the Funds are primarily subject to counter-party risk, debt securities risk, derivatives risk, foreign investment risk, growth style investment risk, issuer risk, leverage risk, liquidity risk, management risk, market risk, mortgage- and asset-backed securities risk, multi-style management risk, regulatory risk, U.S. government obligations risk, underlying funds risk, and value style investment risk, as described above. The Moderate Balanced Fund also has risks associated with using an active allocation model as contrasted with a static percentage allocation.

Life Stage – Moderate Portfolio/Growth Balanced Fund

Both Funds are subject to substantially similar risks, except that the Life Stage—Moderate Portfolio is also subject to high yield securities risk, while the Growth Balanced Fund is also subject to emerging market risk, all of which are described above. Emerging market securities typically present even greater exposure to foreign investment risk. Both of the Funds are primarily subject to counter-party risk, debt securities risk, derivatives risk, foreign investment risk, growth style investment risk, issuer risk, leverage risk, liquidity risk, management risk, market risk, mortgage- and asset-backed securities risk, multi-style management risk, regulatory risk, smaller company securities risk, U.S. government obligations risk, underlying funds risk, and value style investment risk, as described above. The Growth Balanced Fund also has risks associated with using an active allocation model as contrasted with a static percentage allocation. In addition, the Growth Balanced Fund’s higher neutral allocation in equity securities makes it subject to a greater degree of market risk.

 

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Life Stage – Aggressive Portfolio/Aggressive Allocation Fund

Both Funds are subject to substantially similar risks, except that the Life Stage – Aggressive Portfolio Fund is also subject to high yield securities risk, while the Aggressive Allocation Fund is also subject to emerging market risk, all of which are described above. Emerging market securities typically present even greater exposure to foreign investment risk. Both of the Funds are primarily subject to counter-party risk, debt securities risk, derivatives risk, foreign investment risk, growth style investment risk, issuer risk, leverage risk, management risk, market risk, mortgage- and asset-backed securities risk, multi-style management risk, regulatory risk, smaller company securities risk, U.S. government obligations risk, underlying funds risk, and value style investment risk, as described above. The Aggressive Allocation Fund also has risks associated with using an active allocation model as contrasted with a static percentage allocation.

Comparison of Performance

The information in this section shows you how each Target Fund and Acquiring Fund has performed and illustrates the variability of a Fund’s returns over time. The tables below provide a comparison of average annual total return information for the Investor Class of each Target Fund and the Administrator Class for each Acquiring Fund for one-, five- and ten-year periods (or since inception of the Fund, if shorter).

For more information regarding a Fund’s average annual total return, see the “Performance” of each Fund and “Financial Highlights” of each of the Acquiring Funds in Exhibit E to this Prospectus/Proxy Statement and each Target Fund’s prospectus.

Please remember that past performance is no guarantee of future results. All returns reflect the effect of fee waivers. Without these fee waivers, the average annual total returns for the Funds would have been lower.

Average Annual Total Returns

As of 12/31/07

 

Fund/Class (inception date)

   1-Year      3-Years      5-Years      10-Years or
Since Inception

Life Stage – Conservative Portfolio

                 

Investor Class (12-31-98)1

   5.85%      5.81%      7.44%      4.64%

Moderate Balanced Fund

                 

Administrator Class (11-11-94)2

   6.28%      6.44%      8.13%      6.59%

 

1

Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class of the Strong Life Stage Series – Conservative Portfolio.

2

Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

Average Annual Total Returns

As of 12/31/07

 

Fund/Class (inception date)

   1-Year      3-Years      5-Years      10-Years or
Since Inception

Life Stage – Moderate Portfolio

                 

Investor Class (12-31-98)1

   6.49%      6.96%      9.63%      4.88%

Growth Balanced Fund

                 

Administrator Class (11-11-94)2

   6.56%      7.88%      10.88%      7.36%

 

1

Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class of the Strong Life Stage Series – Moderate Portfolio.

2

Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

 

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Average Annual Total Returns

As of 12/31/07

 

Fund/Class (inception date)

   1-Year      3-Years      5-Years      10-Years or
Since Inception

Life Stage – Aggressive Portfolio

                 

Investor Class (12-31-98)1

   6.81%      7.98%      11.72%      5.11%

Aggressive Allocation Fund

                 

Administrator Class (12-02-97)2

   6.46%      8.51%      12.13%      7.33%

 

1

Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class of the Strong Life Stage Series – Aggressive Portfolio.

2

Prior to April 11, 2005, the Wells Fargo Advantage Aggressive Allocation Fund – Administrator Class was named the Wells Fargo Strategic Growth Allocation Fund – Institutional Class.

Comparison of Shareholder Account Features and Services

The following describes, and to the extent there are differences, compares the distribution arrangements, pricing policies, class structure, purchase, redemption, and exchange policies, redemption fees, frequent purchases and redemptions of fund shares policies and procedures and distribution policies of the Funds.

Distribution Arrangements. As the principal underwriter for the Funds, Wells Fargo Funds Distributor (“Funds Distributor”), an affiliate of Funds Management, uses its best efforts to distribute shares of the Funds on a continuous basis. Fund shares may be sold through broker-dealers and others who have entered into sales agreements with the principal underwriter. Administrator Class and Investor Class shares of the Funds are offered for sale at the next determined net asset value per share (“NAV”).

The Target Funds’ Investor Class and the Acquiring Funds’ Administrator Class each has adopted a shareholder servicing plan (the “Plan”) and has entered into related shareholder servicing agreements with financial institutions, including Wells Fargo Bank and Funds Management. The Plan and related agreements were adopted by the Wells Fargo Advantage Funds Board, including a majority of the Trustees who were not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) of the Funds and who had no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan. Under the Plan, each Fund is authorized to make payments not to exceed 0.25% of a Fund’s average daily net assets attributable to Administrator Class and Investor Class shares. Selling or shareholder servicing agents, in turn, may pay some or all of these amounts to their employees or registered representatives who recommend or sell Fund shares or make investment decisions on behalf of their clients.

Pricing Policies. The NAV of a mutual fund, plus any applicable sales charges, is the price you pay for buying, selling, or exchanging shares of a Fund.

The NAV for the Funds is calculated each business day as of the close of trading on the New York Stock Exchange (“NYSE”) (generally, 4:00 p.m. Eastern Time). To calculate a Fund’s NAV, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption of Fund shares is effected is based on the next calculation of NAV after the order is placed. Each Fund does not calculate its NAV on days the NYSE is closed for trading, which include New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

With respect to any portion of a Fund’s assets that may be invested in other mutual funds, the Fund’s NAV is calculated based upon the NAVs of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.

 

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With respect to any portion of a Fund’s assets invested directly in securities, each Fund’s investments are generally valued at current market prices. Securities are generally valued based on the last sale price during the regular trading session if the security trades on an exchange (“closing price”). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price.

The Funds are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments if the Funds believe that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, the Funds use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. The Funds use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security’s market price is still reliable and, if not, what fair market value to assign to the security.

In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that a Fund could obtain for such security if it were to sell the security as of the time of fair value pricing. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price. See the Funds’ SAIs, which are incorporated by reference herein, for further information.

Class Structure. The Funds offer a total of five share Classes (Administrator, Investor, Class A, Class B and Class C), each with a different combination of sales charges, fees, eligibility requirements and other features. Only the Investor Class and Administrator Class are described in this Prospectus/Proxy Statement.

Administrator Class and Investor Class

You can buy Administrator Class and Investor Class shares at the offering price, which is the NAV without an up-front sales charge.

Purchase, Redemption, and Exchange Policies. The following chart describes the Funds’ classes that are involved in the Reorganization.

 

Target Fund Class

  

Acquiring Fund Class

Investor Class

   Administrator Class

The following chart highlights the purchase, redemption, and exchange policies for each relevant Class of the Funds.

 

Purchase, Redemption and
Exchange Policies

  

Target Funds Investor Class

  

Acquiring Funds Administrator Class

Minimum initial purchase (The Funds may waive the minimum initial investment under certain circumstances.)   

Regular Accounts: $2,500

IRAs, IRA rollovers, Roth IRAs: $1,000

UGMA/UTMA accounts: $1,000

Employee Sponsored Retirement Plans: no minimum

   $1 million/otherwise dependent on eligibility requirements*; however, Target Fund shareholders are allowed to continue to purchase Administrator Class shares of the Acquiring Fund into which they are reorganized without having to meet the Class’s eligibility requirements

 

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Purchase, Redemption and
Exchange Policies

  

Target Funds Investor Class

  

Acquiring Funds Administrator Class

Subsequent Purchases   

Regular Accounts: $100

IRAs, IRA rollovers, Roth IRAs: $100

UGMA/UTMA accounts: $50

Employee Sponsored Retirement Plans: no minimum

   no minimum
Purchases    Shares may be purchased by mail, phone, through an Automatic Investment Plan, by Payroll Direct Deposit, at the Investor Center, online, by wire, or through a financial intermediary, subject to certain conditions.    Shares may be purchased through certain financial intermediaries and by certain institutions by phone, at the Investor Center, online, by wire, and through a financial intermediary, subject to certain conditions.
Redemptions    Redemption requests may be submitted by mail, by phone, by Electronic Funds Transfer, through a Systematic Withdrawal Plan, online, at the Investor Center, by wire, or through a financial intermediary, subject to certain conditions.    Redemption requests may be submitted through certain financial intermediaries and by certain institutions by phone, by Electronic Funds Transfer, at the Investor Center, online, by wire, and through a financial intermediary, subject to certain conditions.
Exchange privileges    In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e. a Fund not closed to new accounts) and, you must exchange at least the minimum initial purchase amount for the new fund. Exchanges may be made through an Automatic Exchange Plan, subject to certain conditions.    In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e. a Fund not closed to new accounts) and, you must exchange at least the minimum initial purchase amount for the new fund. Exchanges may be made through an Automatic Exchange Plan, subject to certain conditions.

 

*

The following entities are eligible to purchase Administrator Class shares: employee benefit plan programs that have at least $10 million in plan assets; broker-dealer managed account or wrap programs that charge an asset-based fee; registered investment adviser mutual fund wrap programs that charge an asset-based fee; Internal Revenue Code Section 529 college savings plan accounts; fund of funds including those advised by Funds Management (Wells Fargo Advantage WealthBuilder PortfoliosSM ); Investment Management and Trust Departments of Wells Fargo Bank purchasing shares on behalf of their clients; and under certain circumstances and for certain groups as detailed in the Funds’ SAIs.

If the transfer agent receives your application in proper order before the close of the NYSE, your transactions will be priced at that day’s NAV. If your application is received after the close of trading on the NYSE, it will be priced at the next business day’s NAV. The Funds will process requests to sell shares at the first NAV calculated after a request in proper form is received by the transfer agent. Requests received before the cutoff time are processed on the same business day. The Funds reserve the right to refuse or cancel a purchase or exchange order for any reason, including if the Funds believe that doing so would be in the best interests of a Fund’s shareholders.

We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer or the Automatic Investment Plan, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Funds’ SAIs, which are incorporated by reference herein.

 

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Although generally the Funds pay redemption requests in cash, the Funds reserve the right to determine in their sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the 1940 Act, and the rules thereunder. The redeeming shareholder should expect to incur transaction costs upon the disposition of the securities received.

If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supercede the directions in this Prospectus/Proxy Statement.

For a more complete discussion of the Target Funds’ purchase, redemption, and exchange policies, please see the Target Funds’ prospectus and SAI, which are incorporated by reference into this Prospectus/Proxy Statement.

Frequent Purchases and Redemptions of Fund Shares Policies and Procedures. The Funds reserve the right to reject any purchase or exchange order for any reason. The Funds are not designed to serve as vehicles for frequent trading. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.

Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can negatively impact a Fund’s long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.

The Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Fund shareholders. The Board has approved the Funds’ policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Fund by increasing expenses or lowering returns. In this regard, the Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Fund shareholders. Funds Management monitors available shareholder trading information across all Funds on a daily basis. Funds Management will temporarily suspend the purchase and exchange privileges of an investor who completes a purchase and redemption in a Fund within 30 calendar days. Such investor will be precluded from investing in the Fund for a period of 30 calendar days.

A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus/Proxy Statement. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading in instances where Funds Management reasonably believes that the intermediary’s policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.

 

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Certain purchases and redemptions made under the following circumstances will not be factored into Funds Management’s analysis of frequent trading activity including, but not limited to: reinvestment of dividends; retirement plan contributions, loans and distributions (including hardship withdrawals); non-discretionary portfolio rebalancing associated with certain wrap accounts and retirement plans; and transactions in Class 529 shares and funds of funds.

Distribution Policies. Each Fund, except the Life Stage – Conservative Portfolio, makes distributions of any net investment income and any realized net capital gains annually. The Life Stage – Conservative Portfolio makes distributions of any net investment income at least quarterly and any realized net capital gains at least annually.

Distributions from the Funds are automatically reinvested in additional shares unless another option is available and chosen. For the Funds’ Investor Class shares, other options are to receive checks for these payments, have them automatically invested in another Fund, or have them deposited into your bank account. If checks remain uncashed for six months or are undeliverable by the Post Office, the distributions may be reinvested. Any distribution from a Fund returned because of an invalid banking instruction is sent to the address of record by check, and future distributions are automatically reinvested.

General. For more information, please read the Target Funds’ prospectus and SAI and the Acquiring Funds’ SAI, which are incorporated by reference herein.

Compensation to Dealers and Shareholder Servicing Agents

In addition to dealer reallowances and payments made by each Fund for distribution and shareholder servicing, the Fund’s adviser, the distributor or their affiliates make additional payments (“Additional Payments”) to certain selling or shareholder servicing agents for the Fund, which include broker-dealers. These Additional Payments are made in connection with the sale and distribution of shares of the Fund or for services to the Fund and its shareholders. These Additional Payments, which may be significant, are paid by the Fund’s adviser, the distributor or their affiliates, out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex.

In return for these Additional Payments, the Fund’s adviser and distributor expect to receive certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the selling agent’s clients (sometimes referred to as “Shelf Space”); access to the selling agent’s registered representatives; and/or ability to assist in training and educating the selling agent’s registered representatives.

Certain selling or shareholder servicing agents receive these Additional Payments to supplement amounts payable by the Fund under the shareholder servicing plans. In exchange, these agents provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by a Fund’s transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).

The Additional Payments may create potential conflicts of interests between an investor and a selling agent who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial consultant and review carefully any disclosure by the selling agent as to what monies they receive from mutual fund advisers and distributors, as well as how your financial consultant is compensated.

 

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The Additional Payments are typically paid in fixed dollar amounts, or based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and shareholder servicing agents. Additional Payments to a selling agent that is compensated based on its customers’ assets typically range between 0.05% and 0.30% in a given year of assets invested in the Fund by the selling agent’s customers. Additional Payments to a selling agent that is compensated based on a percentage of sales typically range between 0.10% and 0.15% of the gross sales of the Fund attributable to the selling agent. In addition, representatives of the Fund’s distributor visit selling agents on a regular basis to educate their registered representatives and to encourage the sale of Fund shares. The costs associated with such visits may be paid for by the Fund’s adviser, distributor, or their affiliates, subject to applicable FINRA regulations.

More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Funds’ SAIs, which are incorporated herein.

Comparison of Investment Advisory Fees

Funds Management, a registered investment adviser, serves as the investment adviser for both the Target Funds and the Acquiring Funds. Thus, there will be no change in investment adviser if the Reorganization is approved. Funds Management, an indirect, wholly owned subsidiary of Wells Fargo & Company, was created to assume the mutual fund advisory responsibilities of Wells Fargo Bank and is an affiliate of Wells Fargo Bank. Wells Fargo Bank, which was founded in 1852, is the oldest bank in the western United States and is one of the largest banks in the United States. As adviser, Funds Management is responsible for implementing the investment policies and guidelines for the Funds and for supervising the sub-adviser who is responsible for the day-to-day portfolio management of the Acquiring Funds. For providing these services, Funds Management is entitled to receive fees as described in the table below. A discussion regarding the basis for the Board’s approval of the investment advisory and sub-advisory agreements for the Acquiring Funds is available in the Acquiring Funds’ semi-annual report for the fiscal half-year ended March 31, 2007.

Wells Fargo & Company is a diversified financial services company providing banking, insurance, investments, mortgage and consumer finance services. The involvement of various subsidiaries of Wells Fargo & Company, including Funds Management, in the management and operation of the Funds and in providing other services or managing other accounts gives rise to certain actual and potential conflicts of interest.

For example, certain investments may be appropriate for a Fund and also for other clients advised by Funds Management and its affiliates, and there may be market or regulatory limits on the amount of investment, which may cause competition for limited positions. Also, various client and proprietary accounts may at times take positions that are adverse to a Fund. Funds Management applies various policies to address these situations, but a Fund may nonetheless incur losses or underperformance during periods when Wells Fargo & Company, its affiliates and their clients achieve profits or outperformance.

Wells Fargo & Company may have interests in or provide services to portfolio companies or Fund shareholders or intermediaries that may not be fully aligned with the interests of all investors. Funds Management and its affiliates serve in multiple roles, including as investment adviser and, for most Wells Fargo Advantage Funds, sub-adviser, as well as administrator, principal underwriter, custodian and securities lending agent.

These are all considerations of which an investor should be aware and which may cause conflicts that could disadvantage a Fund. Funds Management has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest.

 

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The following chart highlights the annual contractual rate of investment advisory fees payable by each Target Fund and Acquiring Fund as a percentage of the Fund’s average daily net assets.

 

Target Fund/Acquiring Fund

   Advisory Fee (Contractual)

Life Stage – Conservative Portfolio

   0.00%   All asset levels

Moderate Balanced Fund

   0.25%   All asset levels

Life Stage – Moderate Portfolio

   0.00%   All asset levels

Growth Balanced Fund

   0.25%   All asset levels

Life Stage – Aggressive Portfolio

   0.00%   All asset levels

Aggressive Allocation Fund

   0.25%   All asset levels

The Target Funds do not have a sub-adviser, but the Acquiring Funds are sub-advised by Wells Capital Management Incorporated (“Wells Capital Management”), an affiliate of Funds Management and an indirect wholly owned subsidiary of Wells Fargo & Company. Accordingly, Wells Capital Management is responsible for the day-to-day investment management activities of the Acquiring Funds. Wells Capital Management is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies, and high net-worth individuals. If the Target Fund shareholders approve the Reorganization, they will, in effect, be approving Wells Capital Management as an investment sub-adviser.

For a description of the portfolio managers for the Target Funds and Acquiring Funds, see Exhibit D.

Dormant Investment Advisory Arrangements. Under the investment advisory contract for each Acquiring Fund, Funds Management acts as investment adviser for each Fund’s assets redeemed from a master portfolio and invested directly in a portfolio of securities. Funds Management does not receive compensation under this arrangement as long as each Fund invests substantially all of its assets in one or more master portfolios. If a Fund redeems assets from a master portfolio and invests them directly, Funds Management would be entitled to receive an investment advisory fee from the Fund for the management of those assets.

The Acquiring Funds have similar “dormant” sub-advisory arrangements with some or all of the sub-advisers that advise the master portfolios in which each Fund invests. Under these arrangements, if a Fund redeems assets from a master portfolio and invests them directly in a portfolio of securities using the sub-adviser, the sub-adviser would be entitled to receive a sub-advisory fee from Funds Management at the same rate the sub-adviser received from the master portfolio for investing the portion of the Fund’s assets formerly invested in the master portfolio.

Other Principal Service Providers

The service providers for each of the Target Funds and Acquiring Funds are the same, except that the Target Funds do not have an investment sub-adviser while Wells Capital Management serves as an investment sub-adviser to the Acquiring Funds. The following is a list of principal service providers for the Target Funds and the Acquiring Funds.

 

Service Providers
Service   Target Funds    Acquiring Funds
Investment Adviser  

Wells Fargo Funds Management, LLC

525 Market Street

San Francisco, CA 94105

  

Wells Fargo Funds Management, LLC

525 Market Street

San Francisco, CA 94105

Sub-Adviser   None   

Wells Capital Management Incorporated

525 Market Street

San Francisco, CA 94105

 

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Service Providers
Service   Target Funds    Acquiring Funds
Distributor  

Wells Fargo Funds Distributor, LLC

525 Market Street

San Francisco, CA 94105

  

Wells Fargo Funds Distributor, LLC

525 Market Street

San Francisco, CA 94105

Administrator   Wells Fargo Funds Management, LLC    Wells Fargo Funds Management, LLC
Custodian  

Wells Fargo Bank, N.A.

6th St. & Marquette

Minneapolis, MN 55479

  

Wells Fargo Bank, N.A.

6th St. & Marquette

Minneapolis, MN 55479

Fund Accountants  

PFPC, Inc.

400 Bellevue parkway

Wilmington, DE 19809

  

PFPC, Inc.

400 Bellevue parkway

Wilmington, DE 19809

Transfer Agent and Dividend Disbursing Agent  

Boston Financial Data Services, Inc.

1250 Hancock Street

Quincy, MA 02169

  

Boston Financial Data Services, Inc.

1250 Hancock Street

Quincy, MA 02169

Terms of the Reorganization

At the effective time of the Reorganization, each Acquiring Fund will acquire substantially all of the assets and assume substantially all of the liabilities of its corresponding Target Fund in exchange for shares of equal value of such Acquiring Fund. The Reorganization is governed by the Reorganization Plan.

Each Acquiring Fund, for each share class, will issue the number of full and fractional shares determined by dividing the net value of all the assets of each respective Target Fund class by the NAV of one share of the Acquiring Fund class. Based on this calculation, Wells Fargo Advantage Funds will issue shares of each Acquiring Fund class with an aggregate NAV equal to that of the corresponding Target Fund class.

The Reorganization Plan, attached as Exhibit G, provides the time for and method of determining the net value of the Target Funds’ assets and the NAV of a share of the Acquiring Funds. To determine the valuation of the assets transferred by each Target Fund and the number of shares of each Acquiring Fund to be transferred, the parties will use the standard valuation methods used by the Acquiring Funds in determining daily NAVs, which are identical to the methods used by the Target Funds. The valuation will be done immediately prior to the closing of the Reorganization, which is expected to occur on or about July 18, 2008, and will be done at the time of day the Target Funds and Acquiring Funds ordinarily calculate their NAVs.

Each Target Fund will distribute the Acquiring Fund shares it receives in the Reorganization to its shareholders. Shareholders of record of each Target Fund will be credited with shares of the corresponding Class of the corresponding Acquiring Fund equal in value to the Target Fund shares that the shareholders hold of record at the effective time of the Reorganization. [Each shareholder will also have the right to receive any unpaid distributions that Wells Fargo Advantage Funds declared with respect to the shareholder’s Target Fund shares before the effective time of the Reorganization.] At that time or as soon as reasonably practical after the effective time of the Reorganization, Wells Fargo Advantage Funds will dissolve and liquidate each Target Fund, and terminate each Target Fund as a series of Wells Fargo Advantage Funds in accordance with applicable law and its Declaration of Trust.

A majority of the Board may terminate the Reorganization Plan on behalf of a Target or Acquiring Fund under certain circumstances. Completion of the Reorganization is subject to numerous conditions set forth in the Reorganization Plan. An important condition to closing is that Wells Fargo Advantage Funds receives a tax opinion to the effect that the Reorganization will not qualify as a “reorganization” for U.S. federal income tax purposes, with respect to each Target Fund and the corresponding Acquiring Fund, and it is expected that the

 

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Reorganization generally will be taxable for such purposes to the Target Funds’ shareholders. Another condition is that each Target Fund distributes all of its previously undistributed taxable income and recognized net capital gains to its shareholders immediately before the closing of the Reorganization. The closing is also conditioned upon both the Target Funds and Acquiring Funds receiving the necessary documents to transfer the assets and liabilities of each Target Fund to its corresponding Acquiring Fund, and to transfer the Acquiring Fund shares back to its corresponding Target Fund in exchange for the assets received.

Board Consideration of the Reorganization

Common Considerations

The Board considered the Reorganization of the Target Funds into the Acquiring Funds at its regular quarterly meetings held on August 8, 2007, and November 7, 2007. Funds Management provided materials on the Reorganization to the Board. Those materials included information on the investment objectives, principal investments and principal investment strategies of the Target Funds and the Acquiring Funds, comparative operating expense ratios, asset size, risk profile and performance information, and an analysis of the projected benefits to Target Fund shareholders from the Reorganization. After discussing and considering these materials, the Board unanimously approved the Reorganization Plan and determined that the Reorganization of the Target Funds into the Acquiring Funds would be in the best interests of each Target Fund and its shareholders. The Board further determined that the interests of existing shareholders of each Fund would not be diluted as a result of the Reorganization. Consequently, the Board unanimously recommends that Target Fund shareholders vote to approve the Reorganization for the following reasons:

 

  * ENHANCED VIABILITY

The combined Funds are expected to be more viable because Wells Fargo Advantage Funds will be able to concentrate its marketing efforts on the combined Funds, rather than similar but separate Funds in each case. The Target Funds generally have been experiencing net redemptions or flat or uneven asset growth while the Acquiring Funds generally have been experiencing net subscriptions, providing a further indication of their greater viability.

 

  * PORTFOLIO MANAGEMENT

The Reorganization also should permit the master portfolios owned by the combined Funds to diversify more broadly and take advantage of the greater purchasing power that is derived from the inclusion of additional assets. Other potential portfolio management benefits from a larger asset base include reduced trading costs and more efficient cash management.

 

  * STREAMLINED PRODUCT LINE

The Reorganization, together with other reorganizations currently in progress, will streamline Wells Fargo Advantage Funds by combining Funds with common or similar investment objectives, principal investments or principal investment strategies. By reorganizing the Target Funds, Wells Fargo Advantage Funds is able to take steps towards eliminating duplicative costs and improving potential shareholder returns. The elimination of duplicative costs and the spreading of certain costs across a larger asset base also can lead to reductions in net operating expense ratios.

 

  * GREATER ECONOMIES OF SCALE

The Target Funds have the potential to benefit from greater economies of scale by, among other things, reorganizing into funds with greater assets, thereby reducing certain fixed costs (such as legal, compliance and board of trustee expenses) as a percentage of fund assets.

 

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  * COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES

As discussed in the section entitled “Comparison of Investment Objectives, Principal Investments and Principal Investment Strategies,” each Acquiring Fund and corresponding Target Fund have compatible investment objectives, principal investments and principal investment strategies. The Reorganization also is not expected to significantly alter the risk/potential return profile of any shareholder’s investment, with the exception of possible temporary shifts in risk profiles of the Acquiring Funds based on each Acquiring Fund’s use of an asset allocation model that recommends changes to the Fund’s target allocations that the Target Funds do not employ (described more fully in the following sub-section entitled “Specific Considerations”).

 

  * COMPARATIVE PERFORMANCE

In each reorganization, the Acquiring Fund has better total return performance over most measurement periods than the corresponding Target Fund. Shareholders can consult the chart in the section entitled “Comparison of Performance” for Fund-specific performance comparisons.

 

  * TOTAL AND NET OPERATING EXPENSES OF THE FUNDS

The Board considered the total and net annual fund operating expenses for each Target Fund and corresponding Acquiring Fund. For each reorganization, the Acquiring Fund class will have a lower net operating expense ratio than the corresponding class of the Target Fund. Thus, all Target Fund shareholders will pay lower fees as a result of the Reorganization. Shareholders can consult the section entitled “Comparison of Current Fees and Pro Forma Fees” for Fund-specific total and net operating expenses comparisons.

 

  * EXPECTED TAXABLE CONVERSION OF THE TARGET FUND SHARES

The Board noted the expectation that the Reorganization will be taxable to each Target Fund’s shareholders, but also noted that a significant portion of shareholder accounts are in tax-advantaged accounts. Shareholders should review the section entitled “Material U.S. Federal Income Tax Consequences of the Reorganization” for the material U.S. federal income tax consequences of the Reorganization.

 

  * EXPENSES OF THE REORGANIZATION

Funds Management has agreed to bear all of the expenses of preparing, printing, and mailing the Prospectus/Proxy Statement and related solicitation expenses for the approval of the Reorganization, so shareholders of the Target Funds and Acquiring Funds will not bear these costs.

Specific Considerations

The Board also considered certain factors specific to each Fund in concluding that the proposed Reorganization is in the best interests of each Target Fund’s shareholders. Some of the specific key factors that the Board considered for each reorganization are detailed below.

Life Stage – Conservative Portfolio/Moderate Balanced Fund

The Board considered the duplicative nature of maintaining two Funds that have similar investment objectives, principal investments, principal investment strategies and “neutral” target allocations (60% of total assets in fixed income styles and 40% of total assets in equity styles). The Board also considered the Life Stage – Conservative Portfolio’s continuous net redemptions and decrease in assets over the past several years and its smaller asset base (approximately $9 million) as compared to that of the Moderate Balanced Fund (approximately $549 million). The Board further considered that the Moderate Balanced Fund’s asset allocation model could recommend a change in the Fund’s equity target allocation to between 30% and 50% of the Fund’s total assets (as compared to a static 40% for the Life Stage – Conservative Portfolio) and to between 50% and 70% of the Fund’s total assets for the fixed income target allocation (as compared to a static 60% for the Life

 

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Stage – Conservative Portfolio), possibly affecting the risk profile of the Moderate Balanced Fund during periods of deviation from the Fund’s “neutral” target allocations. However, the Board noted that both Funds’ “neutral” target allocations are the same, and that the Moderate Balanced Fund’s asset allocation model allows the Fund to make changes to the target allocations in response to market and other conditions. The Board then considered that the Moderate Balanced Fund had better performance over all measurement periods and had a longer operating history. The Board noted that the Life Stage – Conservative Portfolio has no advisory fee and that the Moderate Balanced Fund has a 0.25% advisory fee, but also noted that the Moderate Balanced Fund has a lower operating expense ratio than the Life Stage – Conservative Portfolio.

Life Stage – Moderate Portfolio/Growth Balanced Fund

The Board considered the duplicative nature of maintaining two Funds that have similar investment objectives, principal investments, principal investment strategies and “neutral” target allocations (60% of total assets in equity styles and 40% of total assets in fixed income styles for the Life Stage – Moderate Portfolio, and 65% of total assets in equity styles and 35% of total assets in fixed income styles for the Growth Balanced Fund). The Board also considered the Life Stage – Conservative Portfolio’s continuous net redemptions and decrease in assets over the past several years and its smaller asset base (approximately $35 million) as compared to that of the Growth Balanced Fund (approximately $1.97 billion). The Board further considered that the Growth Balanced Fund’s asset allocation model could recommend a change in the Fund’s equity target allocation to between 50% and 80% of the Fund’s total assets (as compared to a static 60% for the Life Stage – Moderate Portfolio) and to between 20% and 50% of the Fund’s total assets for the fixed income target allocation (as compared to a static 40% for the Life Stage – Moderate Portfolio), possibly affecting the risk profile of the Growth Balanced Fund during periods of deviation from the Fund’s target allocations. However, the Board noted that both Funds’ “neutral” target allocations are similar, and that the Growth Balanced Fund’s asset allocation model allows the Fund to make changes to the target allocations in response to market and other conditions. The Board then considered that the Growth Balanced Fund had better performance over all measurement periods and had a longer operating history. The Board noted that the Life Stage – Moderate Portfolio has no advisory fee and that the Growth Balanced Fund has a 0.25% advisory fee, but also noted that the Growth Balanced Fund has a lower operating expense ratio than the Life Stage – Moderate Portfolio.

Life Stage – Aggressive Portfolio/Aggressive Allocation Fund

The Board considered the duplicative nature of maintaining two Funds that have similar investment objectives, principal investments, principal investment strategies and “neutral” target allocations (80% of total assets in equity styles and 20% of total assets in fixed income styles). The Board also considered the Life Stage – Aggressive Portfolio’s uneven growth over the past several years and its smaller asset base (approximately $32 million) as compared to that of the Aggressive Allocation Fund (approximately $273 million). The Board further considered that the Aggressive Allocation Fund’s asset allocation model could recommend a change in the Fund’s equity target allocation to between 65% and 95% of the Fund’s total assets (as compared to a static 80% for the Life Stage – Aggressive Portfolio) and to between 5% and 35% of the Fund’s total assets for the fixed income target allocation (as compared to a static 20% for the Life Stage – Aggressive Portfolio), possibly affecting the risk profile of the Aggressive Allocation Fund during periods of deviation from the Fund’s target allocations. However, the Board noted that both Funds’ “neutral” target allocations are the same, and that the Aggressive Allocation Fund’s asset allocation model allows the Fund to make changes to the target allocations in response to market and other conditions. The Board then considered that the Aggressive Allocation Fund had better performance over most measurement periods and had a longer operating history. The Board noted that the Life Stage – Aggressive Portfolio has no advisory fee and that the Aggressive Allocation Fund has a 0.25% advisory fee, but also noted that the Aggressive Allocation Fund has a lower operating expense ratio than the Life Stage – Aggressive Portfolio.

 

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Material U.S. Federal Income Tax Consequences of the Reorganization

The following discussion summarizes the material U.S. federal income tax consequences of the Reorganization, including an investment in Acquiring Fund shares, that are applicable to you as a Target Fund shareholder. It is based on the Internal Revenue Code, applicable U.S. Treasury regulations, judicial authority and administrative rulings and practice, all as of the date of this Prospectus/Proxy Statement and all of which are subject to change, including changes with retroactive effect. The discussion below does not address any state, local or foreign tax consequences of the Reorganization and assumes each Target Fund will continue to qualify as a regulated investment company for U.S. federal income tax consequences. Your tax treatment may vary depending upon your particular situation. You also may be subject to special rules not discussed below if you are a certain kind of Target Fund shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the United States or entity that is not organized under the laws of the United States or political subdivision there of; a holder of Target Fund shares as part of a hedge, straddle or conversion transaction; a person that does not hold Target Fund shares as a capital asset at the time of the Reorganization; an entity taxable as a partnership for U.S. federal income tax purposes; or you hold Target Fund shares through a tax-advantaged account, such as a 401(k) plan.

We have not requested and will not request an advance ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the Reorganization or any related transaction. The Internal Revenue Service could adopt positions contrary to those discussed below and such positions could be sustained. You are urged to consult with your own tax advisors and financial planners as to the particular tax consequences of the Reorganization to you, including the applicability and effect of any state, local or foreign laws and the effect of possible changes in applicable tax laws.

Treatment of the Reorganization as a Taxable Transaction under the Internal Revenue Code. The obligation of the Funds to consummate the Reorganization is contingent upon their receipt of an opinion from Proskauer Rose LLP, special tax counsel to the Funds, generally to the effect that the Reorganization will not qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code with respect to each Acquiring Fund and its corresponding Target Fund, and therefore generally:

i) the transfer of the assets of the Target Fund to the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund will be treated as a sale of assets by the Target Fund, and the Target Fund will recognize gain or loss on each of the transferred assets in an amount equal to the difference between (a) the fair market value of such assets and (b) the tax basis of such assets;

ii) the Target Fund will be entitled to deductions for dividends paid to its shareholders in an amount sufficient to offset its taxable income and capital gains, including any income and gains recognized in the Reorganization, and therefore will not incur any U.S. federal income tax liability for its last complete taxable year ending on the date of the closing of the Reorganization;

iii) no gain or loss will be recognized by the Acquiring Fund on the receipt of assets of the Target Funds in exchange for the Acquiring Fund’s stock and assumption of the Target Fund’s liabilities;

iv) the Acquiring Fund’s tax basis in the assets of the Target Fund transferred to it will be the fair market value of such assets as of the effective time of the Reorganization;

v) the Acquiring Fund’s holding period for the assets transferred to it by the Target Fund will start the day following the date of the Reorganization;

vi) shareholders of the Target Fund generally will recognize gain or loss on the receipt of shares of the Acquiring Fund they receive in exchange for shares of the Target Fund equal to the difference between (a) the fair market value of the Acquiring Fund’s shares and (b) the Target Fund shareholder’s aggregate tax basis for its shares in the Target Fund;

 

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vii) the tax basis in the Acquiring Fund shares received by Target Fund shareholders in exchange for their shares of the Target will be the fair market value of the shares of the Acquiring Fund as of the effective time of the Reorganization;

viii) the Target Fund shareholders’ holding periods for the shares of the Acquiring Fund received in exchange for their Target Fund shares will start the day following the date of the Reorganization; and

ix) each Acquiring Fund will not acquire any capital loss carryforwards of any other tax attributes of the corresponding Target Fund.

The tax opinion described above will be based on then-existing law, will be subject to certain assumptions, qualifications and exclusions and will be based in part on the truth and accuracy of certain representations by us on behalf of the Acquiring Funds and the Target Funds.

Status as a Regulated Investment Company. Since its formation, each of the Acquiring Funds and each of the Target Funds believes it has qualified as a separate “regulated investment company” under Subchapter M of the Internal Revenue Code. Accordingly, each of the Acquiring Funds and each of the Target Funds believes that it has been, and expects to continue to be, relieved of U.S. federal income tax liability to the extent that it makes distributions of its taxable income and gains to its shareholders.

Distribution of Income and Gains. Prior to the Reorganization, if Funds Management reasonably determines that a Target Fund is a personal holding company, such Target Fund’s taxable year will end as a result of the Reorganization and such Fund is generally required to declare to its shareholders of record one or more distributions of all of its previously undistributed net investment income and net realized capital gain, including capital gains on any securities disposed of in connection with the Reorganization. Such distributions will be made to such shareholders before or after the Reorganization. A Target Fund shareholder will be required to include any such distributions in his or her taxable income. This may result in the recognition of income that could have been deferred or never realized had the Reorganization not occurred.

Moreover, if an Acquiring Fund has realized net investment income or net capital gains but has not distributed such income or gains prior to the Reorganization and you acquire shares of such Acquiring Fund in the Reorganization, a portion of your subsequent distributions from the Target Fund will, in effect, be a taxable return of part of your investment. Similarly, if you acquire Acquiring Fund shares in the Reorganization when it holds appreciated securities, you will receive a taxable return of part of your investment if, and when, the Acquiring Fund sells the appreciated securities and distributes the realized gain. You should assume that the Acquiring Funds have built up, or have the potential to build up, high levels of unrealized appreciation.

U.S. Federal Income Taxation of an Investment in an Acquiring Fund. The following discussion summarizes the U.S. federal income taxation of an investment in an Acquiring Fund. This discussion is not intended as a substitute for careful tax planning. You should consult your tax advisor about your specific tax situation. Please see the prospectuses and SAIs for the Acquiring Funds for additional federal income tax information.

Qualification as a Regulated Investment Company. Each Acquiring Fund intends to continue to be treated and qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code. In order to so qualify and receive the special tax treatment accorded regulated investment companies and their shareholders, an Acquiring Fund must, among other things, (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans and gains from the sale or other disposition of stock, securities and foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (as defined below); (b) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Internal Revenue Code without regard to the deduction for dividends paid – generally taxable ordinary income and the excess, if any, of short-term capital gains over

 

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long-term capital losses), and its net tax-exempt income, for such year; and (c) diversify its holdings so that, at the end of each quarter of the Acquiring Fund’s taxable year (i) at least 50% of the market value of the Acquiring Fund’s assets is represented by cash, cash items, U.S. Government Securities, securities of other regulated investment companies and other securities, limited in respect of any one issuer to a value of not greater than 5% of the value of the Acquiring Fund’s total assets and 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its assets is invested (x) in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers that the Acquiring Fund controls and that are engaged in the same, similar or related trades or businesses or (y) in the securities of one or more qualified publicly traded partnerships. For purposes of meeting this diversification requirement, in the case of the Acquiring Funds’ investments in loan participations, the issuer may be the financial intermediary or the borrower.

In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a “qualified publicly traded partnership” (defined as a partnership interest (a) that is traded on an established securities market or is readily tradable on a secondary market or the substantial equivalent thereof and (b) derives more than 90% of its income from the qualifying income described in (a)(i) of the preceding paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Internal Revenue Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.

If an Acquiring Fund qualifies as a regulated investment company that is accorded special tax treatment, the Acquiring Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If an Acquiring Fund failed to qualify as a regulated investment company in any taxable year, the Acquiring Fund would be subject to tax on its taxable income at corporate rates (without any deduction for distributions to its shareholders), and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gain, would be taxable to shareholders as ordinary income. In addition, the Acquiring Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company.

If an Acquiring Fund fails to distribute substantially all of its ordinary income and net capital gain for the calendar year and any retained amount from the prior calendar year, the Acquiring Fund will be subject to a non-deductible 4% excise tax on the undistributed amounts. For these purposes, the Acquiring Fund will be treated as having distributed any amount for which it is subject to income tax. A dividend paid to shareholders by an Acquiring Fund in January of a year generally is deemed to have been paid by the Acquiring Fund on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November or December of that preceding year. Each Acquiring Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so.

Distributions. Each Acquiring Fund will distribute, at least annually, any net investment income and net realized capital gains. Distributions of net investment income (other than qualified dividend income and exempt-interest income discussed below) are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long the Acquiring Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions of each Acquiring Fund’s net capital gain (i.e., the excess of a Fund’s net long-term capital gain over net short-term capital loss), if any, from the sale of investments that the Acquiring Fund owned for more than one year and that are properly designated by the Fund as capital gain dividends (“Capital Gain Dividends”) are taxable as long-term capital gain, regardless of how long a shareholder has held Acquiring Fund shares. For taxable years beginning before January 1, 2011,

 

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such distributions will generally be subject to a 15% tax rate, with lower rates applying to taxpayers in the 10% and 15% rate brackets, and will not be eligible for the dividends received deduction. Distribution of gains from the sale of investments that an Acquiring Fund owned for one year or less will be taxable as ordinary income. Distributions of taxable income or capital gains are taxable to Acquiring Fund shareholders whether received in cash or reinvested in additional Acquiring Fund shares. Dividends and distributions on an Acquiring Fund’s shares generally are subject to U.S. federal income tax as described herein to the extent they do not exceed the Acquiring Fund’s realized income and gains, even though such dividends and distributions economically may represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares acquired at a time when the Acquiring Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when an Acquiring Fund’s net asset value also reflects unrealized losses.

If an Acquiring Fund makes a distribution in excess of its current and accumulated “earnings and profits” in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder’s tax basis in Acquiring Fund shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces the shareholder’s tax basis in the shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition of those shares.

For taxable years beginning before January 1, 2011, distributions of investment income properly designated by an Acquiring Fund as derived from “qualified dividend income” will be taxed in the hands of an individual at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Acquiring Fund level. In order for some portion of the dividends received by an Acquiring Fund shareholder to be qualified dividend income, an Acquiring Fund must meet holding period and other requirements with respect to some portion of the dividend paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Acquiring Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Acquiring Fund or shareholder level) (a) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (b) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (c) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest or (d) if the dividend is received from a foreign corporation that is (i) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (ii) treated as a passive foreign investment company.

In general, distributions of investment income designated by an Acquiring Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Acquiring Fund’s shares. If the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Acquiring Fund’s dividends (other than dividends properly designated as Capital Gain Dividends) will be eligible to be treated as qualified dividend income. To the extent that an Acquiring Fund makes a distribution of income received by the Acquiring Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income and thus will not be eligible for taxation at the rates applicable to long-term capital gain. The Acquiring Funds expect to use such substitute payments to satisfy their expenses, and therefore expect that their receipt of substitute payments will not adversely affect the percentage of distributions qualifying as qualified dividend income.

Dividends of net investment income received by corporate shareholders of the Acquiring Fund will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of

 

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qualifying dividends received by the Acquiring Fund from domestic corporations for the taxable year. A dividend received by an Acquiring Fund will not be treated as a qualifying dividend (a) if the stock on which the dividend is paid is considered to be “debt-financed” (generally, Target with borrowed funds), (b) if it has been received with respect to any share of stock that such Acquiring Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (c) to the extent that such Acquiring Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may be disallowed or reduced (a) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (b) by application of other Internal Revenue Code section limitations.

Foreign Taxes, Foreign Currency-Denominated Securities and Related Hedging Transactions. Dividends and interest received by an Acquiring Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Acquiring Fund’s securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors.

An Acquiring Fund’s transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

Investment by an Acquiring Fund in “passive foreign investment companies” could subject the Acquiring Fund to a U.S. federal income tax (including interest charges) or other charge on distributions received from the company or on proceeds from the sale of its investment in such a company, which tax cannot be eliminated by making distributions to Acquiring Fund shareholders. However, this tax can be avoided by making an election to mark such investments to market annually or to treat the passive foreign investment company as a “qualified electing fund.” These elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by passive foreign investment companies will not be eligible to be treated as “qualified dividend income.”

A “passive foreign investment company” is any foreign corporation: (a) 75% or more of the gross income of which for the taxable year is passive income or (b) the average percentage of the assets of which (generally by value, but by adjusted tax basis in certain cases) produce, or are held for the production of, passive income is at least 50%. Generally, passive income for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of gain over losses from certain property transactions and commodities transactions and foreign currency gains. Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons.

Selling Shares. Shareholders who sell, exchange or redeem Acquiring Fund shares will generally recognize gain or loss in an amount equal to the difference between their adjusted tax basis in the Acquiring Fund shares and the amount received. In general, any gain or loss realized upon taxable disposition of Acquiring Fund shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months, and as short-term capital gain or loss if the shares have not been held for more than 12 months. The tax rate generally applicable to net capital gains recognized by individuals and other noncorporate taxpayers is (a) the same as the maximum ordinary income tax rate for short-term capital or (b) for taxable years beginning on or before January 1, 2011, 15% for long-term capital gains (including Capital Gain Dividends) with lower rates applicable to taxpayers in the 10% and 15% tax brackets.

 

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Any loss realized upon a taxable disposition of Acquiring Fund shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to those Acquiring Fund shares. For purposes of determining whether Acquiring Fund shares have been held for six months or less, the holding period is suspended for any periods during which your risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property, or through certain options or short sales. In addition, any loss realized on a sale or exchange of Acquiring Fund shares will be disallowed to the extent that Acquiring Fund shareholders replace the disposed of Fund shares with other Fund shares within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition, which could, for example, occur as a result of automatic dividend reinvestment. In such an event, an Acquiring Fund shareholder’s basis in the replacement Acquiring Fund shares will be adjusted to reflect the disallowed loss.

Hedging. If an Acquiring Fund engages in hedging transactions, including hedging transactions in options, futures contracts and straddles, or other similar transactions, it will be subject to special tax rules (including constructive sales, mark-to-market, straddle, wash sale and short sale rules), the effect of which may be to accelerate income to the Acquiring Fund, defer losses to the Acquiring Fund, cause adjustments in the holding periods of the Acquiring Fund’s securities, convert long-term capital gains into short-term capital gains or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders. Each Acquiring Fund will endeavor to make any available elections pertaining to such transactions in a manner believed to be in the best interests of the Fund.

Certain of an Acquiring Fund’s hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If an Acquiring Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution (if any) of such excess will be treated as (a) a dividend to the extent of the Acquiring Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (b) thereafter as a return of capital to the extent of the recipient’s basis in the shares and (c) thereafter as gain from the sale or exchange of a capital asset. If the Acquiring Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Acquiring Fund could be required to make distributions exceeding book income in order to continue to qualify as a regulated investment company that is accorded special tax treatment.

Discount Securities. An Acquiring Fund’s investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require the Acquiring Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, an Acquiring Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold.

Backup Withholding. An Acquiring Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable dividends and other distributions paid to and proceeds of share sales, exchanges or redemptions made by any individual shareholder who fails to properly furnish the Acquiring Fund with a correct taxpayer identification number (TIN), who has under-reported dividend or interest income or who fails to certify to the Acquiring Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid through 2010. The backup withholding rate will be 31% for amounts paid after December 31, 2010, unless Congress enacts tax legislation providing otherwise.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the Internal Revenue Service.

In order for a foreign investor to qualify for exemption from the back-up withholding tax rates under income tax treaties, the foreign investor must comply with the special certification and filing requirements. Foreign investors in an Acquiring Fund should consult their tax advisers with respect to such withholding.

 

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Tax Shelter Reporting Regulations. Under Treasury regulations, if a shareholder realizes a loss on disposition of the Acquiring Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Fees and Expenses of the Reorganization

All fees and expenses, including accounting expenses, legal expenses, proxy expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the completion of the Reorganization will be borne by Funds Management.

Existing and Pro Forma Capitalization

[Tables will be updated through March 31, 2008 for definitive filing.]

The following tables set forth, for each Reorganization, the total net assets, number of shares outstanding and net asset value per share. This information is generally referred to as the “capitalization” of a Fund. The term “pro forma capitalization” means the expected capitalization of an Acquiring Fund after it has combined with the corresponding Target Fund. An asterisk (*) designates the accounting survivor in each combination.

Life Stage – Conservative Portfolio/Moderate Balanced Fund

The following table sets forth, as of [December 31, 2007], (i) the unaudited capitalization of the Investor Class shares of the Life Stage – Conservative Portfolio and the Administrator Class shares of the Moderate Balanced Fund, and (ii) the unaudited pro forma combined capitalization of Administrator Class shares of the Moderate Balanced Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value
Per Share ($)

Life Stage – Conservative Portfolio

Investor Class

   $ 10,173,030    964,638    $ 10.55

Moderate Balanced Fund

Administrator Class

   $ 530,579,221    25,888,224    $ 20.50

Pro Forma-Moderate Balanced Fund*(1)

Administrator Class

   $ 540,752,251    26,378,159    $ 20.50

 

(1)

Assuming the reorganization of the Investor Class shares of the Life Stage – Conservative Portfolio into the Administrator Class shares of the Moderate Balanced Fund.

 

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Life Stage – Moderate Portfolio/Growth Balanced Fund

The following table sets forth, as of [December 31, 2007], (i) the unaudited capitalization of the Investor Class shares of the Life Stage – Moderate Portfolio and the Administrator Class shares of the Growth Balanced Fund, and (ii) the unaudited pro forma combined capitalization of Administrator Class shares of the Growth Balanced Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value
Per Share ($)

Life Stage – Moderate Portfolio

Investor Class

   $ 34,496,278    3,008,575    $ 11.47

Growth Balanced Fund

Administrator Class

   $ 1,671,378,399    58,847,058    $ 28.40

Pro Forma-Growth Balanced Fund*(1)

Administrator Class

   $ 1,705,874,677    60,066,010    $ 28.40

 

(1)

Assuming the reorganization of the Investor Class shares of the Life Stage – Moderate Portfolio into the Administrator Class shares of the Growth Balanced Fund.

Life Stage – Aggressive Portfolio/Aggressive Allocation Fund

The following table sets forth, as of [December 31, 2007], (i) the unaudited capitalization of the Investor Class shares of the Life Stage – Aggressive Portfolio and the Administrator Class shares of the Aggressive Allocation Fund, and (ii) the unaudited pro forma combined capitalization of Administrator Class shares of the Aggressive Allocation Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption, and market activity.

 

Fund

   Total Net
Assets ($)
   Shares
Outstanding
   Net Asset Value
Per Share ($)

Life Stage – Aggressive Portfolio

Investor Class

   $ 30,191,367    2,470,043    $ 12.22

Aggressive Allocation Fund

Administrator Class

   $ 269,140,928    18,312,986    $ 14.70

Pro Forma-Aggressive Allocation Fund*(1)

Administrator Class

   $ 299,332,295    20,362,741    $ 14.70

 

(1)

Assuming the reorganization of the Investor Class shares of the Life Stage – Aggressive Portfolio into the Administrator Class shares of the Aggressive Allocation Fund.

The Board unanimously recommends that you vote in favor of the Reorganization Plan.

INFORMATION ON VOTING

This Prospectus/Proxy Statement is being provided in connection with the solicitation of proxies by the Board of Wells Fargo Advantage Funds to solicit your vote to approve the proposed Reorganization Plan at a special meeting of shareholders (“Meeting”) of the Target Funds. The Meeting will be held at 525 Market Street, 12th Floor, San Francisco, California, 94105 on June 30, 2008, at 3:00 p.m. (Pacific Time).

You may vote in one of four ways.

 

   

Complete and sign the enclosed proxy card and mail it to us in the enclosed prepaid return envelope (if mailed in the United States).

 

   

Vote on the Internet according to the enclosed voting instructions.

 

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Call the toll-free number printed on your proxy card and follow the instructions provided.

 

   

You also may vote in person by attending the Meeting.

Please note that to vote via the Internet or telephone, you will need the “control number” that is printed on your proxy card.

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a later dated proxy or a written notice of revocation to the appropriate Target Fund. You also may give written notice of revocation in person at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy, or, if no specification is made, FOR the proposal.

Only shareholders of record on April 18, 2008, are entitled to receive notice of, and to vote at, the Meeting or at any adjournment thereof. Each whole and fractional share of a Fund held as of the close of business on April 18, 2008, is entitled to a whole or fractional vote. For each such Fund, the presence in person or by proxy of one-third of the outstanding shares of that Fund is required to constitute a quorum. Approval of the Reorganization by any Target Fund requires the vote of a majority of the shares present at the Meeting, provided that a quorum is present.

The election inspectors will count your vote at the Meeting if cast in person or by proxy. The election inspectors will count:

 

   

votes cast FOR approval of the proposal to determine whether sufficient affirmative votes have been cast;

 

   

ballots that are returned without a direction the same as votes cast FOR the proposal; and

 

   

abstentions and broker non-votes of shares (in addition to votes cast FOR) to determine whether a quorum is present at the Meeting. Abstentions and broker non-votes are not counted to determine whether a proposal has been approved.

Broker non-votes are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker lacks discretionary voting authority.

The Board knows of no matters other than the proposal described in this Prospectus/Proxy Statement that will be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the Board’s intention that proxies will be voted on such matters based on the judgment of the person named in the enclosed form of proxy. In the event that a quorum is not present for the Meeting, or in the event that a quorum is present but sufficient votes to approve any proposed item are not received by a Fund, one or more adjournment(s) may be proposed to permit further solicitation of proxies. Any such adjournment(s) will require the affirmative vote of a majority of the shares that are represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such adjournment(s), and will vote those proxies required to be voted AGAINST the proposal against any adjournment(s).

In addition to the solicitation of proxies by mail or expedited delivery service, certain officers and employees of Funds Management or an affiliate, who will not be paid for their services, the Wells Fargo Advantage Funds or a solicitor may solicit proxies by telephone, facsimile, verbal, Internet, or e-mail communication. Funds Management has engaged the proxy solicitation firm of The Altman Group, Inc. who will be paid approximately $161,120, plus out-of-pocket expenses, for its services. Funds Management will bear the expenses incident to the solicitation of proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the proxy solicitation. Funds Management also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting material to their principals. The Target Funds and the Acquiring Funds will not pay any of the costs associated with the preparation of this Prospectus/Proxy Statement or the solicitation of proxies.

 

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OUTSTANDING SHARES

As of April 18, 2008, each Target Fund had the following numbers of shares outstanding:

 

Name of Portfolio/Class

   Total Number of Shares Outstanding

Life Stage – Conservative Portfolio

  

Investor Class

  

Life Stage – Moderate Portfolio

  

Investor Class

  

Life Stage – Aggressive Portfolio

  

Investor Class

  

INTEREST OF CERTAIN PERSONS IN THE TRANSACTION

The federal securities laws require that we include information about the shareholders who own 5% or more of the outstanding voting shares of each Target Fund and Acquiring Fund or class of each Target Fund and Acquiring Fund. To the knowledge of Wells Fargo Advantage Funds, the following persons are the only persons who owned of record or beneficially 5% or more of the outstanding shares of the Investor Class of the Target Funds and the Administrator Class of the Acquiring Funds as of April 18, 2008.

 

Name of Fund/Class

  

Name and Address

   Type of
Ownership
     Percentage
of Class
     Percentage
of Fund
               
               

For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the foregoing table is identified as the beneficial holder of more than 25% of a class or a Fund, or is identified as the holder of record of more than 25% of a class or Fund and has voting and/or investment power, it may be presumed to control such class or Fund.

In addition, Wells Fargo Bank, a wholly owned subsidiary of Wells Fargo & Company, holds certain shares of each Fund, in a trust, agency, custodial, fiduciary or other representative capacity with voting authority. Wells Fargo Bank intends to pass the voting authority to the plan sponsor or fiduciary, or to hire an independent fiduciary to vote these shares. Such shares, however, may be voted by the proxies for any other matter, including adjournment. [As of April 18, 2008, the Officers and Trustees of Wells Fargo Advantage Funds, as a group, owned less than 1% of the outstanding shares of the Fund.]

ANNUAL MEETING AND SHAREHOLDER MEETINGS

Wells Fargo Advantage Funds does not presently hold annual meetings of shareholders for the election of Trustees and other business unless otherwise required by the 1940 Act. Any shareholder proposal for a shareholder meeting must be presented to Wells Fargo Advantage Funds within a reasonable time before proxy materials for the next meeting are sent to shareholders. Because Wells Fargo Advantage Funds does not hold regular shareholder meetings, no anticipated date of the next meeting can be provided.

 

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DISSENTERS’ RIGHTS

If the Reorganization is approved at the Meeting, shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supercedes state law. Shareholders of the Target Funds, however, have the right to redeem their shares at net asset value subject to applicable deferred sales charges and/or redemption fees (if any) until the closing date of the Reorganization. After the Reorganization, shareholders will hold shares of the Acquiring Funds which may also be redeemed at net asset value subject to applicable deferred sales charges and/or redemption fees (if any).

 

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EXHIBIT A — EXPENSE SUMMARIES OF THE TARGET FUNDS AND ACQUIRING FUNDS

The following tables are intended to help you understand the various costs and expenses you will pay as a shareholder in a Fund. The examples are intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds. These tables do not reflect charges that may be imposed in connection with an account through which you hold Fund shares. A broker-dealer or financial institution maintaining the account through which you hold Fund shares may charge separate account, service or transaction fees on the purchase or sale of Fund shares that would be in addition to the fees and expenses shown here.

 

A. Life Stage—Conservative Portfolio /Moderate Balanced Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the twelve-month period ended September 30, 2007.

 

     Life Stage –
Conservative
Portfolio
    Moderate
Balanced
Fund
    Pro Forma-
Moderate
Balanced
Fund(1)
 
     Investor
Class
    Administrator
Class
    Administrator
Class
 

Shareholder Fees (fees paid directly from your investment:

      

Maximum sales charge (load) imposed on purchases (as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load) (as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

      

Management Fees

   0.00 %   0.25 %(2)   0.25 %(2)

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   1.22 %   0.43 %   0.43 %

Acquired Fund Fees and Expenses

   0.64 %(4)   0.42 %(5)   0.42 %(5)

Total Annual Fund Operating Expenses

   1.86 %   1.10 %   1.10 %

Fee Waivers

   0.61 %   0.20 %   0.20 %

Net Expenses

   1.25 %(6)   0.90 %(7)   0.90 %(7)

 

(1) Assuming Reorganization of the Investor Class shares of the Life Stage – Conservative Portfolio into the Administrator Class shares of the Moderate Balanced Fund.
(2) Reflects the fees charged by Funds Management for providing asset allocation services to the Fund in determining the portion of the Fund’s assets to be invested in each underlying master portfolio.
(3) Includes expenses payable to affiliates of Wells Fargo & Company. Other expenses for the Life Stage – Conservative Portfolio have been adjusted as necessary from amounts incurred during the Fund’s twelve month period ended September 30, 2007, to reflect current fees and expenses.
(4) Reflects the pro-rata portion of the net operating expenses of the Underlying Funds in which the Fund invests. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses. Several factors may affect the Acquired Fund Fees and Expenses, including the following: 1) changes in the Underlying Funds’ expense ratios, 2) changes in the Underlying Funds, and 3) changes in the target allocations of the Underlying Funds.
(5) Reflects the pro-rata portion of the net operating expenses of the underlying master portfolios in which the Fund invests. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.
(6) Funds Management has committed through June 30, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, including underlying fund expenses, as shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.
(7) Funds Management has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, including the underlying master portfolios’ fees and expenses, as shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

 

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Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds and includes expenses allocated from the master portfolios/Underlying Funds in which the Funds invest. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers shown in the Annual Fund Operating Expenses are only reflected in the first year of each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Life Stage –
Conservative
Portfolio
   Moderate
Balanced
Fund
   Pro Forma-
Moderate
Balanced
Fund(1)
     Investor
Class
   Administrator
Class
   Administrator
Class

One Year

   $ 127    $ 92    $ 92

Three Years

   $ 526    $ 330    $ 330

Five Years

   $ 949    $ 587    $ 587

Ten Years

   $ 2,130    $ 1,322    $ 1,322

 

(1) Assuming Reorganization of the Investor Class shares of the Life Stage – Conservative Portfolio into the Administrator Class shares of the Moderate Balanced Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

 

B. Life Stage – Moderate Portfolio/Growth Balanced Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the twelve-month period ended September 30, 2007.

 

     Life Stage –
Moderate
Portfolio
    Growth
Balanced
Fund
    Pro Forma-
Growth
Balanced
Fund(1)
 
     Investor
Class
    Administrator
Class
    Administrator
Class
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases (as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load) (as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

      

Management Fees

   0.00 %   0.25 %(2)   0.25 %(2)

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.95 %   0.41 %   0.41 %

Acquired Fund Fees and Expenses

   0.74 %(4)   0.47 %(5)   0.47 %(5)

Total Annual Fund Operating Expenses

   1.69 %   1.13 %   1.13 %

Fee Waivers

   0.34 %   0.18 %   0.18 %

Net Expenses

   1.35 %(6)   0.95 %(7)   0.95 %(7)

 

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(1) Assuming Reorganization of the Investor Class shares of the Life Stage – Moderate Portfolio into the Administrator Class shares of the Growth Balanced Fund.
(2) Reflects the fees charged by Funds Management for providing asset allocation services to the Fund in determining the portion of the Fund’s assets to be invested in each underlying master portfolio.
(3) Includes expenses payable to affiliates of Wells Fargo & Company. Other expenses for the Life Stage – Moderate Portfolio have been adjusted as necessary from amounts incurred during the Fund’s twelve month period ended September 30, 2007, to reflect current fees and expenses.
(4) Reflects the pro-rata portion of the net operating expenses of the Underlying Funds in which the Fund invests. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses. Several factors may affect the Acquired Fund Fees and Expenses, including the following: 1) changes in the Underlying Funds’ expense ratios, 2) changes in the Underlying Funds, and 3) changes in the target allocations of the Underlying Funds.
(5) Reflects the pro-rata portion of the net operating expenses of the underlying master portfolios in which the Fund invests. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.
(6) Funds Management has committed through June 30, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, including underlying fund expenses, as shown. After this time, the net operating expense ratio may be increased only with approval of the Board of Trustees.
(7) Funds Management has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, including the underlying master portfolios’ fees and expenses, as shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds and includes expenses allocated from the master portfolios/Underlying Funds in which the Funds invest. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual Operating Expenses remain the same. The fee waivers shown in the Annual Fund Operating Expenses are only reflected in the first year of each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Life Stage –
Moderate
Portfolio
   Growth
Balanced
Fund
   Pro Forma-
Growth
Balanced
Fund(1)
     Investor
Class
   Administrator
Class
   Administrator
Class

One Year

   $ 137    $ 97    $ 97

Three Years

   $ 499    $ 341    $ 341

Five Years

   $ 886    $ 605    $ 605

Ten Years

   $ 1,969    $ 1,359    $ 1,359

 

(1) Assuming Reorganization of the Investor Class shares of the Life Stage – Moderate Portfolio into the Administrator Class shares of the Growth Balanced Fund.

The example above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

 

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C. Life Stage Aggressive Portfolio/Aggressive Allocation Fund

The following comparative fee tables describe the Fund expenses you may pay, both directly and indirectly, if you hold shares of the Funds. The pro forma shareholder fees and operating expenses show the anticipated effects, if any, of the Reorganization. The Total Annual Operating Expenses tables and Examples shown below are based on actual expenses incurred during the twelve-month period ended September 30, 2007.

 

     Life Stage –
Aggressive
Portfolio
    Aggressive
Allocation
Fund
    Pro Forma-
Aggressive
Allocation
Fund(1)
 
     Investor
Class
    Administrator
Class
    Administrator
Class
 

Shareholder Fees (fees paid directly from your investment):

      

Maximum sales charge (load) imposed on purchases (as a percentage of the offering price)

   None     None     None  

Maximum deferred sales charge (load) (as a percentage of the NAV at purchase)

   None     None     None  

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

      

Management Fees

   0.00 %   0.25 %(2)   0.25 %(2)

Distribution (12b-1) Fees

   0.00 %   0.00 %   0.00 %

Other Expenses(3)

   0.89 %   0.44 %   0.44 %

Acquired Fund Fees and Expenses

   0.84 %(4)   0.51 %(5)   0.51 %(5)

Total Annual Fund Operating Expenses

   1.73 %   1.20 %   1.20 %

Fee Waivers

   0.28 %   0.20 %   0.20 %

Net Expenses

   1.45 %(6)   1.00 %(7)   1.00 %(7)

 

(1) Assuming Reorganization of the Investor Class shares of the Life Stage – Aggressive Portfolio into the Administrator Class shares of the Aggressive Allocation Fund.
(2) Reflects the fees charged by Funds Management for providing asset allocation services to the Fund in determining the portion of the Fund’s assets to be invested in each underlying master portfolio.
(3) Includes expenses payable to affiliates of Wells Fargo & Company. Other expenses for the Life Stage – Aggressive Portfolio have been adjusted as necessary from amounts incurred during the Fund’s twelve month period ended September 30, 2007, to reflect current fees and expenses.
(4) Adjusted to reflect current acquired fund fees and expenses for the Fund’s twelve month period ended September 30, 2007. Reflects the pro-rata portion of the net operating expenses of the Underlying Funds in which the Fund invests. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses. Several factors may affect the Acquired Fund Fees and Expenses, including the following: 1) changes in the Underlying Funds’ expense ratios, 2) changes in the Underlying Funds, and 3) changes in the target allocations of the Underlying Funds.
(5) Reflects the pro-rata portion of the net operating expenses of the underlying master portfolios in which the Fund invests. Shareholders indirectly bear these underlying expenses because the NAV and/or distributions paid reflect such underlying expenses.
(6) Funds Management has committed through June 30, 2008, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, including underlying fund fees and expenses, as shown. After this time, the net operating expense ratio may be increased only with approval of the Board of Trustees.
(7) Funds Management has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund’s net annual operating expense ratio, including the underlying master portfolios’ fees and expenses, as shown. After this date, the net operating expense ratio may be increased only with approval of the Board of Trustees.

Example

This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds and includes expenses allocated from the master portfolios/Underlying Funds in which the Funds invest. The example assumes that you invest $10,000 in the Fund, reinvest all distributions for the time periods indicated, and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund’s Total Annual

 

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Operating Expenses remain the same. The fee waivers shown in the Annual Fund Operating Expenses are only reflected in the first year of each of the following time periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

     Life Stage –
Aggressive
Portfolio
   Aggressive
Allocation
Fund
   Pro Forma-
Aggressive
Allocation
Fund(1)
     Investor
Class
   Administrator
Class
   Administrator
Class

One Year

   $ 148    $ 102    $ 102

Three Years

   $ 518    $ 361    $ 361

Five Years

   $ 912    $ 640    $ 640

Ten Years

   $ 2,018    $ 1,437    $ 1,437

 

(1) Assuming Reorganization of the Investor Class shares of the Life Stage – Aggressive Portfolio into the Administrator Class shares of the Aggressive Allocation Fund.

 

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EXHIBIT B—COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENTS AND PRINCIPAL INVESTMENT STRATEGIES, SUB-ADVISERS AND PORTFOLIO MANAGERS OF THE TARGET FUNDS AND ACQUIRING FUNDS

 

    

Life Stage–Conservative (Target Fund)

  

Moderate Balanced (Acquiring fund)

Investment Objective    Seeks total return, consisting of current income and capital appreciation.    Seeks total return, consisting of current income and capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

 

•     60% of total assets in bond funds; and

 

•     40% of total assets in stock funds.

 

The percentage of the Fund’s assets invested in stock or bond funds may temporarily deviate from the percentages indicated above due to changes in market values. The adviser rebalances the Fund when the Fund’s assets deviate by a specified percentage from these percentages primarily through the use of daily cash flows.

  

The Fund’s “neutral” target allocation is as follows:

 

•     60% of the Fund’s total assets in fixed income securities; and

 

•     40% of the Fund’s total assets in equity securities.

Principal Investment Strategies   

The Fund seeks to achieve its investment objective by allocating 60% of its total assets to affiliated bond funds and 40% of its total assets to affiliated stock funds (the “Underlying Funds”). Stock funds offer greater long-term capital appreciation potential, while bond funds help to moderate portfolio risk and provide income.

 

By investing in several Underlying Funds, the Fund achieves greater diversification. Stock fund holdings are diversified across market capitalization (large- and mid-size companies) and investment styles (“growth” and “value”), in both domestic and foreign markets. Bond fund holdings are also diversified across a range of short- to intermediate-term income-producing securities, which may include, but are not limited to, U.S. Government obligations and corporate debt securities.

  

The Fund is a gateway fund that uses a “multi-style” investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. “Style” means either an approach to selecting investments, or a type of investment that is selected for a portfolio. Currently, the Fund’s portfolio combines the different equity and fixed income investment styles of several master portfolios. The Fund may invest in additional or fewer master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities.

 

The fixed income portion of the Fund’s portfolio uses different fixed income investment styles. The blending of multiple fixed income investment styles is intended to reduce the price and return volatility of, and provide more consistent returns within, the fixed income portion of the Fund’s portfolio. The equity portion of the Fund’s portfolio uses different equity investment styles. The blending of multiple equity investment styles is intended to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle.

 

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Table of Contents
    

Life Stage–Conservative (Target Fund)

  

Moderate Balanced (Acquiring fund)

     

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in its target allocations. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund also may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

The Fund considers its absolute level of risk, as well as its risk relative to its benchmark in determining the allocation between the different investment styles. The Fund may make changes to the target allocations at any time in response to market and other conditions. The percentage of Fund assets that it invests in each master portfolio may temporarily deviate from the target allocations due to changes in market value. The Fund may use cash flows or effect transactions to re-establish the target allocations.

Adviser/Sub-Adviser    Wells Fargo Funds Management, LLC   

Wells Capital Management Incorporated

Wells Fargo Funds Management, LLC

Portfolio Managers   

Thomas C. Biwer, CFA

Christian L. Chan, CFA

Andrew Owen, CFA

  

Doug Beath

Thomas C. Biwer, CFA

Galen G. Blomster, CFA

Christian L. Chan, CFA

Jeffrey P. Mellas

Andrew Owen, CFA

 

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Life Stage–Moderate
(Target Fund)

  

Growth Balanced
(Acquiring fund)

Investment Objective    Seeks total return, consisting of capital appreciation and current income.    Seeks total return, consisting of capital appreciation and current income.
Principal Investments   

Under normal circumstances, the Fund invests:

 

•     60% of total assets in stock funds; and

 

•     40% of total assets in bond funds.

 

The percentage of the Fund’s assets invested in stock or bond funds may temporarily deviate from the percentages indicated above due to changes in market values. The adviser rebalances the Fund when the Fund’s assets deviate by a specified percentage from these percentages primarily through the use of daily cash flows.

  

The Fund’s “neutral” target allocation is as follows:

 

•     65% of the Fund’s total assets in equity securities; and

 

•     35% of the Fund’s total assets in fixed income securities.

Principal Investment Strategies   

The Fund seeks to achieve its investment objective by allocating 60% of its total assets to affiliated stock funds and 40% of its total assets to affiliated bond funds (the “Underlying Funds”). Stock funds offer greater long-term capital appreciation potential, while bond funds help to moderate portfolio risk and provide income.

 

By investing in several Underlying Funds, the Fund achieves greater diversification. Stock fund holdings are diversified across market capitalization (large- and mid-size companies) and investment styles (“growth” and “value”), in both domestic and foreign markets. Bond fund holdings are also diversified across a range of short- to intermediate-term income-producing securities, which may include, but are not limited to, U.S. Government obligations and corporate debt securities.

  

The Fund is a gateway fund that uses a “multi-style” investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. “Style” means either an approach to selecting investments, or a type of investment that is selected for a portfolio. Currently, the Fund’s portfolio combines the different equity and fixed income investment styles of several master portfolios. The Fund may invest in additional or fewer master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities.

 

The equity portion of the Fund’s portfolio uses different equity investment styles. The blending of multiple equity investment styles is intended to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. The fixed income portion of the Fund’s portfolio also uses different fixed income investment styles. The blending of multiple fixed income investment styles is intended to reduce the price and return volatility of, and provide more consistent returns within, the fixed income portion of the Fund’s portfolio.

 

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Life Stage–Moderate
(Target Fund)

  

Growth Balanced
(Acquiring fund)

     

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in its target allocations. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund also may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

 

The Fund considers its absolute level of risk, as well as its risk relative to its benchmark in determining the allocation between the different investment styles. The Fund may make changes to the target allocations at any time in response to market and other conditions. The percentage of Fund assets that it invests in each master portfolio may temporarily deviate from the target allocations due to changes in market value. The Fund may use cash flows or effect transactions to re-establish the target allocations.

Adviser/Sub-Adviser    Wells Fargo Funds Management, LLC   

Wells Capital Management Incorporated

Wells Fargo Funds Management, LLC

Portfolio Managers   

Thomas C. Biwer, CFA

Christian L. Chan, CFA

Andrew Owen, CFA

  

Doug Beath

Thomas C. Biwer, CFA

Galen G. Blomster, CFA

Christian L. Chan, CFA

Jeffrey P. Mellas

Andrew Owen, CFA

 

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Life Stage–Aggressive
(Target Fund)

  

Aggressive Allocation
(Acquiring fund)

Investment Objective    Seeks total return, consisting primarily of capital appreciation with a secondary emphasis on current income.    Seeks total return, consisting primarily of capital appreciation.
Principal Investments   

Under normal circumstances, the Fund invests:

 

•     80% of total assets in stock funds; and

 

•     20% of total assets in bond funds.

 

The percentage of the Fund’s assets invested in stock or bond funds may temporarily deviate from the percentages indicated above due to changes in market values. The adviser rebalances the Fund when the Fund’s assets deviate by a specified percentage from these percentages primarily through the use of daily cash flows.

  

The Fund’s “neutral” target allocation is as follows:

 

•     80% of the Fund’s total assets in equity securities; and

 

•     20% of the Fund’s total assets in fixed income securities.

Principal Investment Strategies   

The Fund seeks to achieve its investment objective by allocating 80% of its total assets to affiliated stock funds and 20% of its total assets to affiliated bond funds (the “Underlying Funds”). Stock funds offer greater long-term capital appreciation potential, while bond funds help to moderate portfolio risk and provide income.

 

By investing in several Underlying Funds, the Fund achieves greater diversification. Stock fund holdings are diversified across market capitalization (large- and mid-size companies) and investment styles (“growth” and “value”), in both domestic and foreign markets. Bond fund holdings are also diversified across a range of short- to intermediate-term income-producing securities, which may include, but are not limited to, U.S. Government obligations and corporate debt securities.

  

The Fund is a gateway fund that uses a “multi-style” investment approach designed to reduce the price and return volatility of the Fund and to provide more consistent returns. “Style” means either an approach to selecting investments, or a type of investment that is selected for a portfolio. Currently, the Fund’s portfolio combines the different equity and fixed income investment styles of several master portfolios. The Fund may invest in additional or fewer master portfolios, in other Wells Fargo Advantage Funds, or directly in a portfolio of securities.

 

The equity portion of the Fund’s portfolio uses different equity investment styles. The blending of multiple equity investment styles is intended to reduce the risk associated with the use of a single style, which may move in and out of favor during the course of a market cycle. The fixed income portion of the Fund’s portfolio uses different fixed income investment styles. The blending of multiple fixed income investment styles is intended to reduce the price and return volatility of, and provide more consistent returns within, the fixed income portion of the Fund.

 

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Life Stage–Aggressive
(Target Fund)

  

Aggressive Allocation
(Acquiring fund)

     

The Fund attempts to enhance its returns by using an asset allocation model that employs various analytical techniques, including quantitative techniques, valuation formulas and optimization procedures, to assess the relative attractiveness of equity and fixed income investments and to recommend changes in its target allocations. The Fund uses futures contracts to implement target allocation changes determined by the model, rather than physically reallocating assets among investment styles. The Fund also may use futures, options or swap agreements, as well as other derivatives, to manage risk or to enhance return.

The Fund considers its absolute level of risk, as well as its risk relative to its benchmark in determining the allocation between the different investment styles. The Fund may make changes to the target allocations at any time in response to market and other conditions. The percentage of Fund assets that it invests in each master portfolio may temporarily deviate from the target allocations due to changes in market value. The Fund may use cash flows or effect transactions to re-establish the target allocations.

Adviser/Sub-Adviser    Wells Fargo Funds Management, LLC   

Wells Capital Management Incorporated

Wells Fargo Funds Management, LLC

Portfolio Managers   

Thomas C. Biwer, CFA

Christian L. Chan, CFA

Andrew Owen, CFA

  

Doug Beath

Thomas C. Biwer, CFA

Galen G. Blomster, CFA

Christian L. Chan, CFA

Jeffrey P. Mellas

Andrew Owen, CFA

 

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Table of Contents

EXHIBIT C — COMPARISON OF RISKS

The following tables identify which principal risks are applicable to each Target Fund and Acquiring Fund (in bold print). A detailed definition of each of these risks can be found under the section, “Common and Specific Risk Considerations” in the Prospectus/Proxy Statement.

 

     Life Stage –
Conservative
Portfolio
   Moderate
Balanced
     Life Stage –
Moderate
Portfolio
   Growth
Balanced
     Life Stage –
Aggressive
Portfolio
   Aggressive
Allocation
Counter-Party Risk                                  
Debt Securities Risk                                  
Derivatives Risk                                  
Emerging Markets Risk                            
Foreign Investment Risk                                  
Growth Style Investment Risk                                  
High Yield Securities Risk                            
Issuer Risk                                  
Leverage Risk                                  
Liquidity Risk                                  
Management Risk                                  
Market Risk                                  
Mortgage- and Asset-Backed
Securities Risk
                                 
Multi-Style Management Risk                                  
Regulatory Risk                                  
Smaller Company Securities Risk                                
Underlying Funds Risk                                  
U.S. Government Obligations Risk                                  
Value Style Investment Risk                                  

 

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EX HIBIT D — PORTFOLIO MANAGERS

Doug Beath

Growth Balanced Fund

Moderate Balanced Fund

Aggressive Allocation Fund

Mr. Beath is jointly responsible for managing the Growth Balanced Fund, the Moderate Balanced Fund, and the Aggressive Allocation Fund, all of which he has managed since 2006. Mr. Beath joined Wells Capital Management in July 2006 as a portfolio manager with the Quantitative Asset Management Team. From 2005 to 2006, Mr. Beath was a senior vice president for SMH Research where he represented several independent investment research firms. Prior to that, from 2000 to 2005, Mr. Beath was senior vice president of research with H.C. Wainwright Economics where he provided consultation services to investment management firms and plan sponsors on macroeconomic issues and asset allocation. Education: B.A., Liberal Arts, University of Michigan; M.B.A., Fordham University.

Thomas C. Biwer, CFA

Growth Balanced Fund

Moderate Balanced Fund

Aggressive Allocation Fund

Life Stage — Conservative Portfolio

Life Stage — Moderate Portfolio

Life Stage — Aggressive Portfolio

Mr. Biwer is jointly responsible for managing the Growth Balanced Fund, the Moderate Balanced Fund and the Aggressive Allocation Fund, all of which he has managed since 2005. He participates in determining the asset allocations of the Funds’ investments in various master portfolios. Mr. Biwer is jointly responsible for managing each Life Stage Portfolio, all of which he has managed since 2005. He participates in determining the asset allocations of the Portfolios’ investments in various Underlying Funds or styles. Mr. Biwer joined Funds Management in 2005 as a portfolio manager and a member of the Asset Allocation Team. Prior to joining Funds Management, Mr. Biwer served as an investment manager and portfolio strategist for the Strong Advisor service since 1999. Education: B.S. and M.B.A., University of Illinois.

Galen G. Blomster, CFA

Growth Balanced Fund

Moderate Balanced Fund

Aggressive Allocation Fund

Mr. Blomster is jointly responsible for managing the Growth Balanced Fund and the Moderate Balanced Fund, both of which he has managed since 1989, and is jointly responsible for managing the Aggressive Allocation Fund, which he has managed since 1997. He joined Wells Capital Management as Vice President and Director of Research from Norwest Investment Management, where he served as a Portfolio Manager until the two firms combined investment advisory services under the Wells Capital Management name in 1999. He briefly retired from Wells Capital Management in April 2007, and rejoined the firm in October 2007 as a Principal and Senior Advisor serving in an advisory capacity on the Quantitative Strategies Team. In this role, Mr. Blomster focuses primarily on research and the maintenance and development of the team’s quantitative models. Education: B.S., Dairy/Food Science and Economics, University of Minnesota; M.S. and Ph.D., Purdue University.

 

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Christian L. Chan, CFA

Growth Balanced Fund

Moderate Balanced Fund

Aggressive Allocation Fund

Life Stage — Conservative Portfolio

Life Stage — Moderate Portfolio

Life Stage — Aggressive Portfolio

Mr. Chan is jointly responsible for managing the Growth Balanced Fund, the Moderate Balanced Fund and the Aggressive Allocation Fund, all of which he has managed since 2005. He participates in determining the asset allocations of the Funds’ investments in various master portfolios. Mr. Chan is jointly responsible for managing each Life Stage Portfolio, all of which he has managed since 2005. He participates in determining the asset allocations of the Portfolios’ investments in various Underlying Funds or styles. Mr. Chan joined Funds Management in 2002 as a member of the Asset Allocation Team and Investment Team. Prior to joining Funds Management, Mr. Chan served as a director in the Investments Department at mPower Advisors, LLC from 1999 to 2001. Education: B.A., American Studies, University of California at Los Angeles.

Jeffrey P. Mellas

Growth Balanced Fund

Moderate Balanced Fund

Aggressive Allocation Fund

Mr. Mellas is jointly responsible for managing the Growth Balanced Fund, the Moderate Balanced Fund, and the Aggressive Allocation Fund, all of which he has managed since 2003. Mr. Mellas joined Wells Capital Management in 2003 as Managing Director of Quantitative Asset Management and Portfolio Manager. In this role, Mr. Mellas oversees quantitative investment management efforts on behalf of institutional separate accounts, mutual investment funds and collective investment funds. Prior to joining Wells Capital Management, Mr. Mellas was with Alliance Capital Management since 1995, as Vice President and Global Portfolio Strategist. Education: B.A., Economics, University of Minnesota; M.B.A., Finance and International Business, New York University. Additional studies: International Management Program at Hâute Etudes Commerçiales, Paris, France, and Université de Valery, Montpellier, France.

Andrew Owen, CFA

Growth Balanced Fund

Moderate Balanced Fund

Aggressive Allocation Fund

Life Stage — Conservative Portfolio

Life Stage — Moderate Portfolio

Life Stage — Aggressive Portfolio

Mr. Owen is jointly responsible for managing the Growth Balanced Fund, the Moderate Balanced Fund and the Aggressive Allocation Fund, all of which he has managed since 2005. He participates in determining the asset allocations of the Funds’ investments in various master portfolios. Mr. Owen is jointly responsible for managing each Life Stage Portfolio, all of which he has managed since 2005. He participates in determining the asset allocations of the Portfolios’ investments in various Underlying Funds or styles. Mr. Owen joined Funds Management in 1996 as a member of the Asset Allocation Team and head of the Investments Team. Education: B.A., University of Pennsylvania; M.B.A., University of Michigan.

 

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EXHIBIT E – PERFORMANCE/FINANCIAL HIGHLIGHTS OF TARGET AND ACQUIRING FUNDS

Aggressive Allocation Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for the Administrator Class1

as of 12/31 each year

LOGO

Best and Worst Quarter

 

Best Quarter:

   Q4 1998    20.01%

Worst Quarter:

   Q3 2002    -18.70%

Average Annual Total Returns

for the period ended December 31, 2007

 

     1 year    5 years    10 years

Administrator Class1

        

Returns Before Taxes

   6.46%    12.13%    7.33%

Returns After Taxes on Distributions2

   4.07%    10.93%    6.42%

Returns After Taxes on Distributions and Sale of Fund Shares2

   5.53%    10.11%    6.01%

S&P 500 Index3

   5.49%    12.82%    5.91%

(reflects no deduction for expenses or taxes)

        

Lehman Brothers U.S. Aggregate Bond Index4

   6.97%    4.42%    5.97%

(reflects no deduction for expenses or taxes)

        

Aggressive Allocation Composite Index5

   6.00%    12.72%    6.69%

(reflects no deduction for expenses or taxes)

        

 

1. Administrator Class shares incepted on December 2, 1997. Prior to April 11, 2005, the Wells Fargo Advantage Aggressive Allocation Fund—Administrator Class was named the Wells Fargo Strategic Growth Allocation Fund—Institutional Class.
2. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
3. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.
4. The Lehman Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers U.S Government/Credit Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index, and includes Treasury issues, agency issues, corporate bond issues, and mortgage-backed securities. You cannot invest directly in an index.

5.

The Aggressive Allocation Composite Index is weighted 20% in the Lehman Brothers US Aggregate Bond Index, 20% in the Russell 1000 ® Value Index, 20% in the S&P 500 Index, 20% in the Russell 1000 ® Growth Index, 12% in the MSCI EAFE Index, and 8% in the Russell 2000 ® Index. You cannot invest directly in an index.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

Aggressive Allocation Fund

Administrator Class Shares—Commenced on December 2, 1997

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
    Sept. 30,
2004
    Sept. 30,
2003
 

Net asset value, beginning of period

   $ 15.32     $ 14.57     $ 13.09     $ 11.85     $ 9.91  

Income from investment operations:

          

Net investment income (loss)

     0.23       0.22       0.19       0.14       0.10  

Net realized and unrealized gain (loss) on investments

     2.39       1.08       1.45       1.26       2.00  

Total from investment operations

     2.62       1.30       1.64       1.40       2.10  

Less distributions:

          

Distributions from net investment income

     (0.18 )     (0.20 )     (0.16 )     (0.16 )     (0.16 )

Distributions from net realized gain

     (0.84 )     (0.35 )     0.00       0.00       0.00  

Total distributions

     (1.02 )     (0.55 )     (0.16 )     (0.16 )     (0.16 )

Net asset value, end of period

   $ 16.92     $ 15.32     $ 14.57     $ 13.09     $ 11.85  
                                        

Total return1

     17.79 %     9.14 %     12.61 %     11.82 %     21.36 %

Ratios/supplemental data:

          

Net assets, end of period (000s)

   $ 273,273     $ 223,488     $ 196,484     $ 170,383     $ 131,760  

Ratio of net investment income (loss) to average net assets2

     1.55 %     1.55 %     1.42 %     1.14 %     1.20 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2

     1.20 %     1.20 %3     1.12 %3     1.02 %3     1.13 %3

Waived fees and reimbursed expenses2

     (0.20 )%     (0.20 )%     (0.12 )%     (0.02 )%     (0.13 )%

Ratio of expenses to average net assets after waived fees and expenses2,3

     1.00 %     1.00 %     1.00 %     1.00 %     1.00 %

Portfolio turnover rate4

     58 %     61 %     64 %     42 %     43 %

 

1. Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods less than one year are not annualized.
2. During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.
3. Includes net expenses allocated from the Portfolio(s) in which the Fund invests.
4. Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund’s investment percentage in the respective Portfolio by the corresponding Portfolio’s portfolio turnover rate.

 

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Table of Contents

Growth Balanced Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for the Administrator Class1

as of 12/31 each year

LOGO

Best and Worst Quarter

 

Best Quarter:

   Q4 1998    16.86%

Worst Quarter:

   Q3 2002    -15.61%

Average Annual Total Returns

for the period ended December 31, 2007

 

     1 year    5 years    10 years

Administrator Class1

        

Before Taxes

   6.56%    10.88%    7.36%

After Taxes on Distributions2

   3.52%    9.18%    5.66%

After Taxes on Distributions and Sale of Fund Shares2

   5.86%    8.76%    5.59%

S&P 500 Index3

   5.49%    12.82%    5.91%

(reflects no deduction for expenses or taxes)

        

Lehman Brothers U.S. Aggregate Bond Index4

   6.97%    4.42%    5.97%

(reflects no deduction for expenses or taxes)

        

Growth Balanced Composite Index5

   6.24%    11.17%    6.68%

(reflects no deduction for expenses or taxes)

        

 

1. Administrator Class shares incepted on November 11, 1994. Prior to April 11, 2005, the Administrator Class was named the Institutional Class.
2. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
3. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.
4. The Lehman Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers U.S Government/Credit Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index, and includes Treasury issues, agency issues, corporate bond issues, and mortgage-backed securities. You cannot invest directly in an index.

5.

The Growth Balanced Composite Index is weighted 35% in the Lehman Brothers U.S. Aggregate Bond Index, 16.25% in the Russell 1000 ® Value Index, 16.25% in the S&P 500 Index, 16.25% in the Russell 1000 ® Growth Index, 9.75% in the MSCI EAFE Index, and 6.50% in the Russell 2000 ® Index.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

Growth Balanced Fund

Administrator Class Shares—Commenced on November 11, 1994

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
    Sept. 30,
2004
    Sept. 30,
2003
 

Net asset value, beginning of period

   $ 30.98     $ 30.76     $ 28.41     $ 26.34     $ 22.65  

Income from investment operations:

          

Net investment income (loss)

     0.70       0.62       0.56       0.45 1     0.35  

Net realized and unrealized gain (loss) on investments

     3.99       1.85       2.50       2.25       3.80  

Total from investment operations

     4.69       2.47       3.06       2.70       4.15  

Less distributions:

          

Distributions from net investment income

     (0.60 )     (0.54 )     (0.50 )     (0.63 )     (0.46 )

Distributions from net realized gain

     (1.78 )     (1.71 )     (0.21 )     0.00       0.00  

Total distributions

     (2.38 )     (2.25 )     (0.71 )     (0.63 )     (0.46 )

Net asset value, end of period

   $ 33.29     $ 30.98     $ 30.76     $ 28.41     $ 26.34  
                                        

Total return2

     15.84 %     8.40 %     10.87 %     10.31 %     18.53 %

Ratios/supplemental data:

          

Net assets, end of period (000s)

   $ 1,804,249     $ 1,919,297     $ 1,848,078     $ 1,738,782     $ 1,415,216  

Ratio of net investment income (loss) to average net assets3

     2.12 %     2.13 %     1.84 %     1.59 %     1.69 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses3

     1.14 %     1.12 %4     1.07 %4     0.95 %4     1.05 %4

Waived fees and reimbursed expenses3

     (0.19 )%     (0.17 )%     (0.12 )%     (0.01 )%     (0.11 )%

Ratio of expenses to average net assets after waived fees and expenses3,4

     0.95 %     0.95 %     0.95 %     0.94 %     0.94 %

Portfolio turnover rate5

     75 %     80 %     80 %     51 %     53 %

 

1. Calculated based upon average shares outstanding.
2. Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods less than one year are not annualized.
3. During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.
4. Includes net expenses allocated from the Portfolio(s) in which the Fund invests.
5. Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund’s investment percentage in the respective Portfolio by the corresponding Portfolio’s portfolio turnover rate.

 

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Table of Contents

Moderate Balanced Fund

Performance

The following information shows you how the Fund has performed and illustrates the variability of the Fund’s returns over time. The Fund’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Calendar Year Total Returns for the Administrator Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

 

Best Quarter:

   Q4 1998    10.19%

Worst Quarter:

   Q3 2002    -9.06%

Average Annual Total Returns

for the period ended December 31, 2007

 

     1 year     5 years     10 years  

Administrator Class1

      

Before Taxes

   6.28 %   8.13 %   6.59 %

After Taxes on Distributions2

   3.75 %   6.33 %   4.56 %

After Taxes on Distributions and Sale of Fund Shares2

   5.16 %   6.22 %   4.66 %

S&P 500 Index3

   5.49 %   12.82 %   5.91 %

(reflects no deduction for expenses or taxes)

      

Lehman Brothers U.S. Aggregate Bond Index4

   6.97 %   4.42 %   5.97 %

(reflects no deduction for expenses or taxes)

      

Moderate Balanced Allocation Composite Index5

   6.41 %   8.36 %   6.26 %

(reflects no deduction for expenses or taxes)

      

 

1. Administrator Class shares incepted on November 11, 1994. Prior to April 11, 2005, the Administrator Class was named the Institutional Class.
2. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
3. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.
4. The Lehman Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers U.S Government/Credit Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index, and includes Treasury issues, agency issues, corporate bond issues, and mortgage-backed securities. You cannot invest directly in an index.

5.

The Moderate Balanced Allocation Composite Index is weighted 45% in the Lehman Brothers U.S. Aggregate Bond Index, 15% in the Lehman Brothers 9-12 Month U.S. Treasury Bond Index, 10% in the Russell 1000 ® Value Index, 10% in the S&P 500 Index, 10% in the Russell 1000 ® Growth Index, 6% in the MSCI EAFE Index, and 4% in the Russell 2000 ® Index. You cannot invest directly in an index.

 

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Table of Contents

Financial Highlights

The following tables are intended to help you understand the Funds’ financial performance for the past 5 years. Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions). All performance information, along with the report of independent registered public accounting firm and the Funds’ financial statements, is also contained in the Funds’ annual report, a copy of which is available upon request.

Moderate Balanced Fund

Administrator Class Shares—Commenced on November 11, 1994

For a share outstanding throughout each period

 

For the period ended:

   Sept. 30,
2007
    Sept. 30,
2006
    Sept. 30,
2005
    Sept. 30,
2004
    Sept. 30,
2003
 

Net asset value, beginning of period

   $ 22.08     $ 22.32     $ 21.76     $ 21.09     $ 19.47  

Income from investment operations:

          

Net investment income (loss)

     0.67 1     0.64       0.52       0.42       0.44  

Net realized and unrealized gain (loss) on investments

     1.77       0.78       1.10       1.10       2.02  

Total from investment operations

     2.44       1.42       1.62       1.52       2.46  

Less distributions:

          

Distributions from net investment income

     (0.64 )     (0.56 )     (0.41 )     (0.64 )     (0.64 )

Distributions from net realized gain

     (0.98 )     (1.10 )     (0.65 )     (0.21 )     (0.20 )

Total distributions

     (1.62 )     (1.66 )     (1.06 )     (0.85 )     (0.84 )

Net asset value, end of period

   $ 22.90     $ 22.08     $ 22.32     $ 21.76     $ 21.09  
                                        

Total return2

     11.59 %     6.68 %     7.57 %     7.28 %     12.99 %

Ratios/supplemental data:

          

Net assets, end of period (000s)

   $ 533,729     $ 558,601     $ 557,564     $ 544,698     $ 512,460  

Ratio of net investment income (loss) to average net asset3

     3.00 %     2.98 %     2.34 %     1.97 %     2.25 %

Ratio of expenses to average net assets prior to waived fees and reimbursed expenses3

     1.10 %     1.09 %4     1.04 %4     0.92 %4     1.03 %4

Waived fees and reimbursed expenses3

     (0.20 )%     (0.19 )%     (0.14 )%     (0.02 )%     (0.14 )%

Ratio of expenses to average net assets after waived fees and expenses3,4

     0.90 %     0.90 %     0.90 %     0.90 %     0.89 %

Portfolio turnover rate5

     82 %     93 %     91 %     62 %     64 %

 

1. Calculated based upon average shares outstanding.
2. Total return calculations do not include any sales charges, and would have been lower had certain expenses not been waived or reimbursed during the periods shown. Returns for periods less than one year are not annualized.
3. During each period, various fees and expenses were waived and reimbursed as indicated. The ratio of Gross Expenses to Average Net Assets reflects the expense ratio in the absence of any waivers and reimbursements.
4. Includes net expenses allocated from the Portfolio(s) in which the Fund invests.
5. Portfolio turnover rate is calculated by aggregating the results of multiplying the Fund’s investment percentage in the respective Portfolio by the corresponding Portfolio’s portfolio turnover rate.

 

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Table of Contents

Life Stage—Conservative Portfolio

Performance

The following information shows you how the Portfolio has performed and illustrates the variability of the Portfolio’s returns over time. The Portfolio’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Conservative Portfolio was organized as the successor portfolio to the Strong Life Stage Series – Conservative Portfolio.

Calendar Year Total Returns for the Investor Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

 

Best Quarter:

   Q4 1999    12.83 %

Worst Quarter:

   Q3 2001    -7.24 %

The Portfolio’s year-to-date performance through December 31, 2007, was 5.85%.

Average Annual Total Returns

as of December 31, 2007

 

     1 year     5 years     Life of Portfolio1  

Investor Class1

      

Returns Before Taxes

   5.85 %   7.44 %   4.64 %

Returns After Taxes on Distributions2

   4.45 %   6.31 %   3.20 %

Returns After Taxes on Distributions and Sale of Portfolio Shares2

   3.81 %   5.75 %   3.12 %

S&P 500 Index3,4

   5.50 %   12.82 %   3.65 %

(reflects no deduction for expenses or taxes)

      

MSCI EAFE Index5

   11.17 %   21.59 %   7.47 %

(reflects no deduction for expenses or taxes)

      

Lehman Brothers U.S. Aggregate Bond Index6

   6.97 %   4.42 %   5.68 %

(reflects no deduction for expenses or taxes)

      

 

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Table of Contents

 

1. Investor Class shares incepted on December 31, 1998. Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class of the Strong Life Stage Series-Conservative Portfolio. Returns for the Investor Class shares and Indices shown in the Life of Portfolio column are as of the Portfolio inception date.
2. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Portfolio shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
3. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.
4. Standard & Poor’s, S&P, S&P 500 Index, Standard & Poor’s 500 and 500 are trademarks of McGraw Hill, Inc. and have been licensed for use by the Portfolio. The Portfolio is not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation or warranty regarding the advisability of investing in the Portfolio.
5. The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. You cannot invest directly in an index.
6. The Lehman Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers U.S. Government/Credit Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index, and includes Treasury issues, agency issues, corporate bond issues, and mortgage-backed securities. You cannot invest directly in an index.

 

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Table of Contents

Life Stage – Moderate Portfolio

Performance

The following information shows you how the Portfolio has performed and illustrates the variability of the Portfolio’s returns over time. The Portfolio’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Moderate Portfolio was organized as the successor portfolio to the Strong Life Stage Series – Moderate Portfolio.

Calendar Year Total Returns for the Investor Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

 

Best Quarter:

   Q4 1999    18.81%

Worst Quarter:

   Q3 2001    -10.87%

The Portfolio’s year-to-date performance through December 31, 2007, was 6.49%.

Average Annual Total Returns

as of December 31, 2007

 

     1 year    5 years    Life of Portfolio1

Investor Class1

        

Returns Before Taxes

   6.49%    9.63%    4.88%

Returns After Taxes on Distributions2

   5.36%    8.71%    3.73%

Returns After Taxes on Distributions and Sale of Portfolio Shares2

   4.22%    7.82%    3.52%

S&P 500 Index3

   5.50%    12.82%    3.65%

(reflects no deduction for expenses or taxes)

        

MSCI EAFE Index4

   11.17%    21.59%    7.47%

(reflects no deduction for expenses or taxes)

        

Lehman Brothers U.S. Aggregate Bond Index5

   6.97%    4.42%    5.68%

(reflects no deduction for expenses or taxes)

        

 

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Table of Contents

 

1. Investor Class shares incepted on December 31, 1998. Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class shares of the Strong Life Stage Series-Moderate Portfolio. Returns for the Investor Class shares and Indices shown in the Life of Portfolio column are as of the Portfolio inception date.
2. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Portfolio shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
3. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.
4. The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. You cannot invest directly in an index.
5. The Lehman Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers U.S. Government/Credit Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index, and includes Treasury issues, agency issues, corporate bond issues, and mortgage-backed securities. You cannot invest directly in an index.

 

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Table of Contents

Life Stage – Aggressive Portfolio

Performance

The following information shows you how the Portfolio has performed and illustrates the variability of the Portfolio’s returns over time. The Portfolio’s average annual total returns are compared to the performance of an appropriate broad-based index. Please remember that past performance before and after taxes is no guarantee of future results.

Effective April 11, 2005, the Strong family of funds reorganized into the Wells Fargo Advantage Funds. As part of this transaction, the Aggressive Portfolio was organized as the successor portfolio to the Strong Life Stage Series – Aggressive Portfolio.

Calendar Year Total Returns for the Investor Class1 as of 12/31 each year

LOGO

Best and Worst Quarter

 

Best Quarter:

   Q4 1999    25.02%

Worst Quarter:

   Q3 2001    -14.85%

The Portfolio’s year-to-date performance through December 31, 2007, was 6.81%.

Average Annual Total Returns

as of December 31, 2007

 

     1 year    5 years    Life of Portfolio1

Investor Class1

        

Returns Before Taxes

   6.81%    11.72%    5.11%

Returns After Taxes on Distributions2

   5.89%    11.02%    4.19%

Returns After Taxes on Distributions and Sale of Portfolio Shares2

   4.42%    9.81%    3.90%

S&P 500 Index3

   5.50%    12.82%    3.65%

(reflects no deduction for expenses or taxes)

        

MSCI EAFE Index4

   11.17%    21.59%    7.47%

(reflects no deduction for expenses or taxes)

        

Lehman Brothers U.S. Aggregate Bond Index5

   6.97%    4.42%    5.68%

(reflects no deduction for expenses or taxes)

        

 

E-11


Table of Contents

 

1. Investor Class shares incepted on December 31, 1998. Performance shown prior to April 11, 2005, for the Investor Class shares reflects the performance of the Investor Class shares of the Strong Life Stage Series-Aggressive Portfolio. Returns for the Investor Class shares and Indices shown in the Life of Portfolio column are as of the Portfolio inception date.
2. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Portfolio shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
3. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value-weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an index.
4. The Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. You cannot invest directly in an index.
5. The Lehman Brothers U.S. Aggregate Bond Index is composed of the Lehman Brothers U.S. Government/Credit Index and the Lehman Brothers U.S. Mortgage-Backed Securities Index, and includes Treasury issues, agency issues, corporate bond issues, and mortgage-backed securities. You cannot invest directly in an index.

 

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Table of Contents

EXHIBIT F – MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Wells Fargo Advantage Aggressive Allocation Fund

 

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Aggressive Allocation Fund (the Fund) seeks total return, consisting primarily of capital appreciation.

 

INVESTMENT ADVISER

 

Wells Fargo Funds Management, LLC

 

SUBADVISER

 

Wells Capital Management Incorporated

 

MASTER PORTFOLIO SUBADVISERS

 

Artisan Partners Limited Partnership

 

Cadence Capital Management

 

Cooke & Bieler, L.P.

 

Galliard Capital Management, Inc.

 

LSV Asset Management

 

New Star Institutional Managers Limited

 

Peregrine Capital Management, Inc.

 

Smith Asset Management Group, L.P.

 

SSgA Funds Management

 

Systematic Financial Management, L.P.

 

Wells Capital Management Incorporated

 

PORTFOLIO MANAGERS

 

Doug Beath

 

Thomas C. Biwer, CFA

 

Galen G. Blomster, CFA

 

Christian L. Chan, CFA

 

Jeffrey P. Mellas

 

Andrew Owen, CFA

 

FUND INCEPTION

 

December 2, 1997

PERFORMANCE SUMMARY

12-MONTH TOTAL RETURN AS OF SEPTEMBER 30, 2007

 

Aggressive Allocation Fund

   1-Year  

Administrator Class

   17.79 %

Benchmark

  

Aggressive Allocation Composite Index1

   14.95 %

S&P 500 Index2

   16.44 %

Lehman Brothers U.S. Aggregate Index3

   5.14 %

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site – www.wellsfargo.com/advantagefunds.

 

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Table of Contents

Wells Fargo Advantage Aggressive Allocation Fund (continued)

 

 

Administrator Class shares are sold without a front-end sales charge or contingent deferred sales charge. Net and gross expense ratios for Administrator shares are 1.00% and 1.20%. The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain this net operating expense ratio. Without these reductions, the Fund’s returns would have been lower.

GROWTH OF $10,000 INVESTMENT4

(AS OF SEPTEMBER 30, 2007)

LOGO

 

1

The Aggressive Allocation Composite Index is weighted 20% in the S&P 500 Index, 20% in the Lehman Brothers U.S. Aggregate Index, 20% in the Russell 1000® Value Index, 20% in the Russell 1000® Growth, 12% in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index, and 8% in the Russell 2000® Index. The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The MSCI EAFE Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. You cannot invest directly in an Index.

 

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Table of Contents

Wells Fargo Advantage Aggressive Allocation Fund (continued)

 

 

MANAGER’S DISCUSSION

Fund highlights

 

 

The Fund’s solid performance outpaced its composite benchmark and the S&P 500 Index as well as the Lehman Brothers U.S. Aggregate Index.

 

 

Stocks outperformed bonds during the period, and the Fund’s emphasis on stocks significantly added to Fund performance.

 

 

The bond market had respectable gains, despite trouble from subprime mortgages.

Even with the slowdown in housing, the U.S. economy was resilient and corporate profits grew at a healthy pace.

The Fund emphasized stocks throughout most of the 12-month period, and this benefited the performance of the portfolio as stocks significantly outperformed bonds. Performance was strong across all equity styles and classes, with each major stock category producing double digit returns. International stocks continued to lead all equity classes, but after several years of underperforming, large cap stocks and growth stocks outperformed their small cap and value stock counterparts. Continuing problems in the U.S. subprime housing market caused extreme market volatility during the last quarter of the period. Stocks subsequently rallied in the final month after the Fed cut short-term rates by a higher-than-expected 50 basis points.

The bond market showed respectable gains during the 12-month period, despite its underperformance compared to stocks. Problems with subprime mortgages spread to the broader fixed-income markets during the final quarter ending in September. Although subsequent Fed easing reassured the overall bond market, inflation fears were evident in other markets, including higher commodity prices in the commodities markets, and continued dollar weakness in the foreign exchange markets, respectively.

TEN LARGEST HOLDINGS5,6

(AS OF SEPTEMBER 30, 2007)

 

Exxon Mobil Corporation

   1.61 %

Microsoft Corporation

   1.55 %

Goldman Sachs Group Incorporated

   1.51 %

Cisco Systems Incorporated

   1.34 %

American International Group Incorporated

   1.15 %

eBay Incorporated

   1.12 %

General Electric Company

   1.10 %

Bank of America Corporation

   0.97 %

Medtronic Incorporated

   0.96 %

Google Incorporated Class A

   0.88 %

 

2

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an Index.

3

The Lehman Brothers U.S. Aggregate Index includes bonds from the Treasury, government-related, corporate, agency, mortgage-backed securities, and asset-backed securities sectors. You cannot invest directly in an Index.

4

The chart compares the performance of the Wells Fargo Advantage Aggressive Allocation Fund Administrator Class shares for the life of the Fund with the Aggressive Allocation Composite Index, the S&P 500 Index and the Lehman Brothers U.S. Aggregate Index. The chart assumes a hypothetical $10,000 investment in Administrator Class shares and reflects all operating expenses.

 

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Table of Contents

Wells Fargo Advantage Aggressive Allocation Fund (continued)

 

 

With the most recent shift toward stocks, the portfolio maintained a long position in the S&P 500 Index futures and was short in the long-term U.S. Treasury bond futures.

LOGO

The Tactical Asset Allocation (TAA) Model, which seeks to enhance portfolio returns by shifting assets between stocks and bonds, maintained a 15% shift toward stocks until the quarter that ended in June, when it shifted to neutral. During the final quarter that ended in September, the TAA Model again employed a 15% shift toward stocks. To implement an overweight in stocks, the Fund has employed a hedged futures overlay transaction, thus keeping the portfolio’s underlying assets near their long-term strategic asset allocation of 80% stocks and 20% bonds. With the futures overlay, the Fund had an effective target allocation of 95% stocks and 5% bonds at the end the period.

The TAA Model indicates that stocks remain attractive relative to bonds.

With stocks significantly outperforming long Treasury bonds, the 15% TAA Model shift toward stocks during most of the 12-month period improved the performance of the Fund. While stocks have outperformed the broad bond market, the TAA Model indicates that stocks remain attractive relative to bonds. As a result, the Fund will keep its overweighted position in stocks until the relative valuation between stocks and bonds returns to a more normal level.

 

5

The Ten Largest Holdings are calculated based on the market value of the Master Trust portfolio securities allocable to the Fund divided by the total market value of the portfolio of investments of the Fund. See Notes to the Financial Statements for a discussion of the Master Trust.

6

Portfolio holdings and portfolio allocations are subject to change. Cash and cash equivalents are not reflected in the calculations of portfolio holdings and portfolio allocations.

 

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Table of Contents

Wells Fargo Advantage Aggressive Allocation Fund (continued)

 

 

AVERAGE ANNUAL TOTAL RETURN7 (%) (AS OF SEPTEMBER 30, 2007)

 

     6-Month*    1-Year    5-Year    Life of Fund    Expense Ratio
               Gross8    Net9

Administrator Class (NWBEX)

   9.02    17.79    14.46    7.88    1.20    1.00

Benchmarks

                 

Aggressive Allocation Composite Index1

   6.46    14.95    14.64    7.19      

S&P 500 Index2

   8.44    16.44    15.44    6.57      

Lehman Brothers U.S. Aggregate Index3

   2.31    5.14    4.13    5.86      

 

* Returns for periods of less than one year are not annualized.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site – www.wellsfargo.com/advantagefunds.

Administrator Class shares are sold without a front-end sales charge or contingent deferred sales charge.

Balanced funds may invest in stocks and bonds. Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Bond values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to foreign investment risk and small company investment risk. Consult the Fund’s prospectus for additional information on these and other risks.

 

7

The Fund is a gateway blended Fund that invests all of its assets in two or more master portfolios of the Master Trust in varying proportions. References to the investment activities of the Fund are intended to refer to the investment activities of the master portfolios in which it invests. Prior to April 11, 2005, the Wells Fargo Advantage Aggressive Allocation Fund – Administrator Class was named the Wells Fargo Strategic Growth Allocation Fund – Institutional Class.

8

Reflects the gross expense ratio as stated in the February 1, 2007 prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

9

The investment adviser has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

 

F-5


Table of Contents

Wells Fargo Advantage Growth Balanced Fund

 

 

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Growth Balanced Fund (the Fund) seeks total return, consisting of capital appreciation and current income.

 

INVESTMENT ADVISER

 

Wells Fargo Funds Management, LLC

 

SUBADVISER

 

Wells Capital Management Incorporated

 

MASTER PORTFOLIO SUBADVISERS

 

Artisan Partners Limited Partnership

 

Cadence Capital Management

 

Cooke & Bieler, L.P.

 

Galliard Capital Management, Inc.

 

LSV Asset Management

 

New Star Institutional Managers Limited

 

Peregrine Capital Management, Inc.

 

Smith Asset Management Group, L.P.

 

SSgA Funds Management

 

Systematic Financial Management, L.P.

 

Wells Capital Management Incorporated

 

PORTFOLIO MANAGERS

 

Doug Beath

 

Thomas C. Biwer, CFA

 

Galen G. Blomster, CFA

 

Christian L. Chan, CFA

 

Jeffrey P. Mellas

 

Andrew Owen, CFA

 

FUND INCEPTION

 

April 30, 1989

PERFORMANCE SUMMARY

12-MONTH TOTAL RETURN AS OF SEPTEMBER 30, 2007

(EXCLUDING SALES CHARGES)

 

Growth Balanced Fund

   1-Year  

Class A

   15.55 %

Benchmark

  

Growth Balanced Allocation Composite Index1

   13.09 %

S&P 500 Index2

   16.44 %

Lehman Brothers U.S. Aggregate Index3

   5.14 %

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site – www.wellsfargo.com/advantagefunds.

 

F-6


Table of Contents

Wells Fargo Advantage Growth Balanced Fund (continued)

 

 

For Class A shares, the maximum front-end sales charge is 5.75%. Performance including sales charge assumes the sales charge for the corresponding time period. Net and gross expense ratios for Class A shares are 1.20% and 1.30%. The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain this net operating expense ratio. Without these reductions, the Fund’s returns would have been lower.

GROWTH OF $10,000 INVESTMENTS4

(AS OF SEPTEMBER 30, 2007)

LOGO

 

 

1

The Growth Balanced Allocation Composite Index is weighted 35% in the Lehman Brothers Aggregate Index, 16.25% in the Russell 1000® Value Index, 16.25% in the S&P 500 Index, 16.25% in the Russell 1000® Growth, 9.75% in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index, and 6.50% in the Russell 2000® Index. The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The MSCI EAFE Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 8% of the total market capitalization of the Russell 3000® Index. You cannot invest directly in an Index.

 

F-7


Table of Contents

Wells Fargo Advantage Growth Balanced Fund (continued)

 

 

MANAGER’S DISCUSSION

Fund highlights

 

 

The Fund outpaced its composite benchmark by more than two percentage points.

 

 

Stocks outperformed bonds during the period, and the Fund’s emphasis on stocks significantly added to Fund performance.

 

 

The bond market had respectable gains, despite trouble from subprime mortgages.

Even with the slowdown in housing, the U.S. economy was resilient and corporate profits grew at a healthy pace.

The Fund emphasized stocks throughout most of the 12-month period, and this benefited the performance of the portfolios as stocks significantly outperformed bonds. Performance was strong across all equity styles and classes, with each major stock category producing double-digit returns. International stocks continued to lead all equity classes, but after several years of underperforming, large cap stocks and growth stocks outperformed their small cap and value counterparts. Continuing problems in the U.S. subprime housing market caused extreme market volatility during the last quarter of the period. Stocks subsequently rallied in the final month after the Fed cut short-term rates by a higher-than-expected 50 basis points.

The bond market showed respectable gains during the 12-month period, despite its underperformance compared to stocks. Problems with subprime mortgages spread to the broader fixed-income markets during the final quarter that ended in September. Although subsequent Fed easing reassured the overall bond market, inflation fears were evident in other markets, including higher commodity prices and dollar weakness.

TEN LARGEST HOLDINGS5,6

AS OF SEPTEMBER 30, 2007)

 

Exxon Mobil Corporation

   1.32 %

Microsoft Corporation

   1.27 %

Goldman Sachs Group Incorporated

   1.23 %

Cisco Systems Incorporated

   1.10 %

American International Group Incorporated

   0.94 %

eBay Incorporated

   0.92 %

General Electric Company

   0.90 %

Bank of America Corporation

   0.80 %

Medtronic Incorporated

   0.78 %

Google Incorporated Class A

   0.72 %

 

2

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an Index.

3

The Lehman Brothers U.S.Aggregate Index includes bonds from the Treasury, government-related, corporate, agency, mortgage-backed securities, and asset-backed securities sectors. You cannot invest directly in an Index.

4

The chart compares the performance of the Wells Fargo Advantage Growth Balanced Fund Class A and Administrator Class shares for the most recent ten years with the Growth Balanced Composite Index, the S&P 500 Index and the Lehman Brothers U.S. Aggregate Index. The chart assumes a hypothetical $10,000 investment in Class A and Administrator Class shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 5.75%.

 

F-8


Table of Contents

Wells Fargo Advantage Growth Balanced Fund (continued)

 

 

With the shift toward stocks, the portfolio maintained a long position in the S&P 500 Index futures and was short in the long-term U.S. Treasury bond futures.

LOGO

The Tactical Asset Allocation (TAA) Model, which seeks to enhance portfolio returns by shifting assets between stocks and bonds, maintained a 15% shift toward stocks until the quarter that ended in June, when it shifted to neutral. During the final quarter that ended in September, the TAA Model again employed a 15% shift toward stocks. To implement an overweight in stocks, the Fund has employed a hedged futures overlay transaction, thus keeping the portfolio’s underlying assets near their long-term strategic allocation of 65% stocks and 35% bonds. With the futures overlay, the Fund had an effective target allocation of 80% stocks and 20% bonds at the end of the period.

The TAA Model indicates that stocks remain attractive relative to bonds.

With stocks significantly outperforming long Treasury bonds, the 15% TAA Model shift toward stocks during most of the 12-month period improved the performance of the Fund. While stocks have outperformed the broad bond market, the TAA Model indicates that stocks remain attractive relative to bonds. As a result, the Fund will keep its overweighted position in stocks until the relative valuation between stocks and bonds returns to a more normal level.

 

5

The ten largest holdings are calculated based on the market value of the Master Trust portfolio securities allocable to the Fund divided by the total market value of the portfolio of investments of the Fund. See Notes to the Financial Statements for a discussion of the Master Trust.

6

Portfolio holdings and portfolio allocations are subject to change. Cash and cash equivalents are not reflected in the calculations of portfolio holdings and portfolio allocations.

 

F-9


Table of Contents

Wells Fargo Advantage Growth Balanced Fund (continued)

 

 

AVERAGE ANNUAL TOTAL RETURN7 (%) (AS OF SEPTEMBER 30, 2007)

 

     Including Sales Charge   Excluding Sales Charge   Expense
Ratio

Growth Balanced Fund

   6-Month*   1-Year   5-Year   10-Year   6-Month*   1-Year   5-Year   10-Year   Gross8   Net9

Class A (WFGBX)

   1.78   8.91   11.12   6.93   7.99   15.55   12.44   7.57   1.30   1.20

Class B (NVGRX)

   2.581   9.69   11.34   6.77   7.58   14.69   11.60   6.77   2.05   1.95

Class C (WFGWX)

   6.59   13.72   11.60   6.79   7.59   14.72   11.60   6.79   2.05   1.95

Administrator Class (NVGBX)

           8.09   15.84   12.72   7.79   1.12   0.95

Benchmarks

                    

Growth Balanced Composite Index1

           5.70   13.09   12.66   6.95    

S&P 500 Index2

           8.44   16.44   15.44   6.57    

Lehman Brothers U.S. Aggregate Index3

           2.31   5.14   4.13   5.97    

 

* Returns for periods of less than one year are not annualized.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site – www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charge assumes the sales charge for the corresponding time period. Administrator Class shares are sold without a front-end sales charge or contingent deferred sales charge.

Balanced funds may invest in stocks and bonds. Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Bond values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Active trading results in increased turnover and trading expenses, and may generate higher short term capital gains. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to foreign investment risk and small company investment risk. Consult the Fund’s prospectus for additional information on these and other risks.

 

7

The Fund is a gateway blended Fund that invests all of its assets in two or more master portfolios of the Master Trust in varying proportions. References to the investment activities of the Fund are intended to refer to the investment activities of the master portfolios in which it invests. Performance shown prior to the inception of the Class A, Class B and Class C shares reflects the performance of the Administrator Class shares, adjusted to reflect Class A, Class B and Class C sales charges and expenses, as applicable.

8

Reflects the gross expense ratio as stated in the February 1, 2007, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

9

The investment adviser has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

 

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Wells Fargo Advantage Moderate Balanced Fund

 

 

INVESTMENT OBJECTIVE

The Wells Fargo Advantage Moderate Balanced Fund (the Fund) seeks total return, consisting of current income and capital appreciation.

 

INVESTMENT ADVISER

 

Wells Fargo Funds Management, LLC

 

SUBADVISER

 

Wells Capital Management Incorporated

 

MASTER PORTFOLIO SUBADVISERS

 

Artisan Partners Limited Partnership

 

Cadence Capital Management

 

Cooke & Bieler, L.P.

 

Galliard Capital Management, Inc.

 

LSV Asset Management

 

New Star Institutional Managers Limited

 

Peregrine Capital Management, Inc.

 

Smith Asset Management Group, L.P.

 

SSgA Funds Management

 

Systematic Financial Management, L.P.

 

Wells Capital Management Incorporated

 

PORTFOLIO MANAGERS

 

Doug Beath

 

Thomas C. Biwer, CFA

 

Galen G. Blomster, CFA

 

Christian L. Chan, CFA

 

Jeffrey P. Mellas

 

Andrew Owen, CFA

 

FUND INCEPTION

 

April 30, 1989

PERFORMANCE SUMMARY

12-MONTH TOTAL RETURN AS OF SEPTEMBER 30, 2007

(EXCLUDING SALES CHARGES)

 

Moderate Balanced Fund

   1-Year  

Class A

   11.33 %

Benchmark

  

Growth Balanced Allocation Composite Index1

   10.07 %

S&P 500 Index2

   16.44 %

Lehman Brothers U.S. Aggregate Index3

   5.14 %

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site – www.wellsfargo.com/advantagefunds.

 

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Wells Fargo Advantage Moderate Balanced Fund (continued)

 

 

For Class A shares, the maximum front-end sales charge is 5.75%. Performance including sales charge assumes the sales charge for the corresponding time period. Net and gross expense ratios for Class A shares are 1.15% and 1.27%. The investment adviser has contractually committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain this net operating expense ratio. Without these reductions, the Fund’s returns would have been lower.

GROWTH OF $10,000 INVESTMENTS4

(AS OF SEPTEMBER 30, 2007)

LOGO

 

 

1

The Moderate Balanced Allocation Composite Index is weighted 45% in the Lehman Brothers U.S. Aggregate Bond Index, 15% in the Lehman Brothers 9-12 Month U.S. Treasury Bond Index, 10% in the Russell 1000® Value Index, 10% in the S&P 500 Index, 10% in the Russell 1000® Growth, 6% in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index, and 4% in the Russell 2000® Index. The Lehman Brothers 9-12 Month U.S. Treasury Bond Index is an unmanaged index that includes aged U.S. Treasury bills, notes and bonds with a remaining maturity from 1 up to (but not including) 12 months. It excludes zero coupon strips. The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to book ratios and higher forecasted growth values. The MSCI EAFE Index is an unmanaged group of securities widely regarded by investors to be representations of the stock markets of Europe, Australasia and the Far East. The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 8% of the total market capitalization of the Russell 3000® Index. You cannot invest directly in an Index.

 

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Wells Fargo Advantage Moderate Balanced Fund (continued)

 

 

MANAGER’S DISCUSSION

 

 

The Fund’s solid performance outpaced its composite benchmark.

 

 

Stocks outperformed bonds during the period, and the Fund’s emphasis on stocks significantly added to Fund performance.

 

 

The bond market had respectable gains, despite trouble from subprime mortgages.

Even with the slowdown in housing, the U.S. economy was resilient and corporate profits grew at a healthy pace.

The Fund emphasized stocks throughout most of the 12-month period, and this benefited the performance of the portfolio as stocks significantly outperformed bonds. Performance was strong across all equity styles and classes, with each major stock category producing double-digit returns. International stocks continued to lead all equity classes, but after several years of underperforming, large cap stocks and growth stocks outperformed their small cap and value counterparts. Continuing problems in the U.S. subprime housing market caused extreme market volatility during the last quarter of the period. Stocks subsequently rallied in the final month after the Fed cut short-term rates by a higher-than-expected 50 basis points.

The bond market showed respectable gains during the 12-month period, despite its underperformance compared to stocks. Problems with subprime mortgages spread to the broader fixed-income markets during the final quarter that ended in September. Although subsequent Fed easing reassured the overall bond market, inflation fears were evident in other markets, including higher commodity prices and continued dollar weakness.

TEN LARGEST HOLDINGS5,6

AS OF SEPTEMBER 30, 2007)

 

FHLMC, 6.50%, 02/25/2042

   0.91 %

Exxon Mobil Corporation

   0.82 %

Microsoft Corporation

   0.79 %

Goldman Sachs Group Incorporated

   0.77 %

Cisco Systems Incorporated

   0.68 %

GNMA, 7.06%, 08/16/2042

   0.62 %

FNMA, 5.50%, 04/25/2035

   0.61 %

US Treasury Bond, 6.25%, 08/15/2023

   0.59 %

American International Group Incorporated

   0.59 %

eBay Incorporated

   0.57 %

 

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Wells Fargo Advantage Moderate Balanced Fund (continued)

 

 

LOGO

With the most recent shift toward stocks, the portfolio maintained a long position in the S&P 500 Index futures and was short in the long-term U.S. Treasury bond futures.

The Tactical Asset Allocation (TAA) Model, which seeks to enhance portfolio returns by shifting assets between stocks and bonds, maintained a 10% shift toward stocks until the quarter that ended in June, when it shifted toward neutral. During the final quarter that ended in September, the TAA Model again employed a 10% shift toward stocks. To implement an overweight in stocks, the Fund has employed a hedged futures overlay transaction, thus keeping the portfolio’s underlying assets near their long-term strategic allocation of 40% stocks and 60% bonds. With the futures overlay, the Fund had an effective target allocation of 50% stocks and 50% bonds at the end of the period.

The TAA Model indicates that stocks remain attractive relative to bonds.

With stocks significantly outperforming long Treasury bonds, the 10% TAA Model shift toward stocks during most of the 12-month period improved the performance of the Fund. While stocks have outperformed the broad bond market, the TAA Model indicates that stocks remain attractive relative to bonds. As a result, the Fund will keep its overweighted position in stocks until the relative valuation between stocks and bonds returns to a more normal level.

 

2

The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market value weighted index with each stock’s weight in the Index proportionate to its market value. You cannot invest directly in an Index.

3

The Lehman Brothers U.S. Aggregate Index includes bonds from the Treasury, government-related, corporate, agency, mortgage-backed securities, and asset-backed securities sectors. You cannot invest directly in an Index.

4

The chart compares the performance of the Wells Fargo Advantage Moderate Balanced Fund Class A and Administrator Class shares for the most recent ten years with the Moderate Balanced Composite Index, the S&P 500 Index and the Lehman Brothers U.S. Aggregate Index. The chart assumes a hypothetical $10,000 investment in Class A and Administrator Class shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 5.75%.

 

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Wells Fargo Advantage Moderate Balanced Fund (continued)

 

 

5

The ten largest holdings are calculated based on the market value of the Master Trust portfolio securities allocable to the Fund divided by the total market value of the portfolio of investments of the Fund. See Notes to the Financial Statements for a discussion of the Master Trust.

6

Portfolio holdings and allocations are subject to change. Cash and cash equivalents are not reflected in the calculations of portfolio holdings and allocations.

AVERAGE ANNUAL TOTAL RETURN7 (%) (AS OF SEPTEMBER 30, 2007)

 

     Including Sales Charge   Excluding Sales Charge   Expense
Ratio
      6-Month*     1-Year   5-Year   10-Year   6-Month*   1-Year   5-Year   10-Year   Gross8   Net9

Class A (WFMAX)

   (0.37 )   4.93   7.64   6.00   5.71   11.33   8.92   6.63   1.27   1.15

Class B (WMOBX)

   0.33     5.49   7.82   5.85   5.33   10.49   8.11   5.85   2.02   1.90

Class C (WFBCX)

   4.33     9.49   8.11   5.84   5.33   10.49   8.11   5.84   2.02   1.90

Administrator Class (NVMBX)

           5.87   11.59   9.19   6.90   1.09   0.90

Benchmarks

                    

Moderate Balanced Composite Index1

           4.53   10.07   9.16   6.43    

S&P 500 Index2

           8.44   16.44   15.44   6.57    

Lehman Brothers U.S. Aggregate Index3

           2.31   5.14   4.13   5.97    

 

* Returns for periods of less than one year are not annualized.

Figures quoted represent past performance, which is no guarantee of future results and do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance shown without sales charges would be lower if sales charges were reflected. Current performance may be lower or higher than the performance data quoted. Current month-end performance is available on the Funds’ Web site – www.wellsfargo.com/advantagefunds.

For Class A shares, the maximum front-end sales charge is 5.75%. For Class B shares, the maximum contingent deferred sales charge is 5.00%. For Class C shares, the maximum contingent deferred sales charge is 1.00%. Performance including sales charge assumes the sales charge for the corresponding time period. Administrator Class shares are sold without a front-end sales charge or contingent deferred sales charge.

Balanced funds may invest in stocks and bonds. Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Bond values fluctuate in response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates rise, bond values fall and investors may lose principal value. The use of derivatives may reduce returns and/or increase volatility. Certain investment strategies tend to increase the total risk of an investment (relative to the broader market). This fund is exposed to foreign investment risk. Consult the Fund’s prospectus for additional information on these and other risks.

 

7

The Fund is a gateway blended Fund that invests all of its assets in two or more master portfolios of the Master Trust in varying proportions. References to the investment activities of the Fund are intended to refer to the investment activities of the master portfolios in which it invests. Performance shown prior to the inception of the Class A, Class B and Class C shares reflects the performance of the Administrator Class shares, adjusted to reflect Class A, Class B and Class C sales charges and expenses, as applicable. Prior to April 11, 2005, the Administrator Class was named the Institutional Class.

 

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Wells Fargo Advantage Moderate Balanced Fund (continued)

 

 

8

Reflects the gross expense ratio as stated in the February 1, 2007, prospectus and is based on the Fund’s previous fiscal year expenses as reported in the Financial Highlights.

9

The investment adviser has committed through January 31, 2009, to waive fees and/or reimburse expenses to the extent necessary to maintain the net operating expense ratio shown. Without these reductions, the Fund’s returns would have been lower.

 

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EXHIBIT G – FORM OF AGREEMENT AND PLAN OF REORGANIZATION

(Life Stage Portfolios)

WELLS FARGO FUNDS TRUST

Dated as of [Date]

This AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this [Date], by Wells Fargo Funds Trust (“Funds Trust”), a Delaware statutory trust, for itself and on behalf of each Acquiring Fund and each Target Fund, as indicated in the chart below.

 

Target Fund

  

Acquiring Fund

Life Stage – Conservative Portfolio

Investor Class

  

Moderate Balanced Fund

Administrator Class

Life Stage – Moderate Portfolio

Investor Class

  

Growth Balanced Fund

Administrator Class

Life Stage – Aggressive Portfolio

Investor Class

  

Aggressive Allocation Fund

Administrator Class

WHEREAS, Funds Trust is an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the parties desire that each Acquiring Fund acquire the assets and assume the liabilities of the corresponding Target Fund in exchange for shares of equal value of the Acquiring Fund and the distribution of the shares of the Acquiring Fund to the shareholders of the Target Fund in connection with the liquidation and termination of the Target Fund (the “Reorganization”); and

WHEREAS, the parties intend that the transactions contemplated hereunder with respect to each Acquiring Fund and its corresponding Target Fund will be treated as a taxable purchase and sale of the assets of such Target Fund and not as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) “(Taxable Acquisition”)

NOW, THEREFORE, in accordance with the mutual promises described herein, the parties agree as follows:

 

  1. Definitions.

The following terms shall have the following meanings:

 

1933 Act

   The Securities Act of 1933, as amended.

1934 Act

   The Securities Exchange Act of 1934, as amended.

Acquiring Class

   The class of the Acquiring Fund’s shares that Funds Trust will issue to the shareholders of the Target Fund Class, as set forth above.

Acquiring Fund Financial Statements

   The audited financial statements of the Acquiring Fund for its most recently completed fiscal year and the unaudited financial statements of the Acquiring Fund for its most recently completed semi-annual period.

Assets

   All property and assets of any kind and all interests, rights, privileges and powers of or attributable to a Fund, whether or not determinable at the appropriate Effective Time and wherever located. Assets include all cash, cash equivalents, securities, claims (whether absolute or contingent, Known or unknown, accrued or unaccrued or conditional or unmatured), contract rights and receivables (including dividend and interest receivables) owned by a Fund and any deferred or prepaid expense shown as an asset on such Fund’s books.

 

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Board

   The Board of Trustees of Funds Trust.

Closing Date

   [Date], or such other date as the parties may agree to in writing with respect to the Reorganization.

Corresponding Target Class

   The Target share class set forth opposite an Acquiring Class in the chart on the first page of this Plan.

Effective Time

   9:00 a.m. Eastern Time on the first business day following the Closing Date of the Reorganization, or such other time and date as the parties may agree to in writing.

Fund

   The Acquiring Fund or the Target Fund.

Know, Known or Knowledge

   Known after reasonable inquiry.

Liabilities

   All liabilities of, allocated or attributable to, a Fund, whether Known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured.

Material Agreements

   The agreements set forth in Schedule A, as it may be amended from time to time.

Reorganization Documents

   Such bills of sale, assignments, and other instruments of transfer as Funds Trust deems desirable for the Target Fund to transfer to the Acquiring Fund all rights and title to and interest in the Target Fund’s Assets and Liabilities and for the Acquiring Fund to assume the Target Fund’s Assets and Liabilities.

Schedule A

   Schedule A to this Plan, as may be amended from time to time.

Target Financial Statements

   The audited financial statements of the Target Fund for its most recently completed fiscal year and the unaudited financial statements of the Target Fund for its most recently completed semi-annual period.

Valuation Time

   The time on the Reorganization’s Closing Date, the business day immediately preceding the Closing Date if the Closing Date is not a business day or such other time as the parties may agree to in writing, that Funds Trust determines the net asset value of the shares of the Acquiring Fund and determines the value of the Assets of or attributable to the Target Fund, net of known Liabilities. Unless otherwise agreed to in writing, the Valuation Time of a Reorganization shall be the time of day then set forth in the Acquiring Fund’s and Target Fund’s Registration Statement on Form N-1A as the time of day at which net asset value is calculated.

 

  2. Regulatory Filings.    Funds Trust shall prepare and file any required filings including, without limitation, filings with state or foreign securities regulatory authorities.

 

  3. Transfer of Target Fund Assets.    Funds Trust shall take the following steps with respect to the Reorganization:

 

  (a) Within a reasonable time prior to the Closing Date, the Target Fund shall liquidate all its holdings.

 

  (b) On the Closing Date, the Target Fund shall transfer its Assets to the Acquiring Fund.

 

  (c)

At the Effective Time, Funds Trust shall assign, transfer, deliver and convey all of the Target Fund’s Assets to the Acquiring Fund on the bases described in Subsection 3(d) of this Plan. Funds Trust shall accept the Target Fund’s Assets and assume the Target Fund’s Liabilities such that at and after the Effective Time (i) all of the Target Fund’s Assets at or after the Effective Time shall

 

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become and be the Assets of the Acquiring Fund and (ii) all of the Target Fund’s Liabilities at the Effective Time shall attach to the Acquiring Fund, and be enforceable against the Acquiring Fund to the same extent as if initially incurred by the Acquiring Fund.

 

  (d) Funds Trust shall assign, transfer, deliver and convey the Target Fund’s Assets to the Acquiring Fund at the Reorganization’s Effective Time on the following bases:

 

  (1) In exchange for the transfer of the Assets, Funds Trust shall simultaneously issue and deliver to the Target Fund full and fractional shares of beneficial interest of each Acquiring Class. Funds Trust shall determine the number of shares of each Acquiring Class to issue by dividing the value of the Assets net of Known Liabilities attributable to the Corresponding Target Class by the net asset value of one Acquiring Class share. Based on this calculation, Funds Trust shall issue shares of beneficial interest of each Acquiring Class with an aggregate net asset value equal to the value of the Assets net of Known Liabilities of the Corresponding Target Class.

 

  (2) The parties shall determine the net asset value of the Acquiring Fund shares to be delivered, and the value of the Assets to be conveyed net of Known Liabilities, as of the Valuation Time substantially in accordance with Funds Trust current valuation procedures. The parties shall make all computations to the fourth decimal place or such other decimal place as the parties may agree to in writing.

 

  (3) Funds Trust shall cause its custodian to transfer the Target Fund’s Assets with good and marketable title to the account of the Acquiring Fund. Funds Trust shall cause its custodian to transfer all cash in the form of immediately available funds. Funds Trust shall cause its custodian to transfer any Assets that were not transferred to the Acquiring Fund’s account at the Effective Time to the Acquiring Fund’s account at the earliest practicable date thereafter.

 

  4. Liquidation and Termination of Target Fund and Registration of Shares.    Funds Trust also shall take the following steps for the Reorganization:

 

  (a) At or as soon as reasonably practicable after the Effective Time, Funds Trust shall dissolve and liquidate the Target Fund, and terminate the Target Fund as an authorized series of Funds Trust, in accordance with applicable law and its Declaration of Trust by transferring to shareholders of record of each Corresponding Target Class full and fractional shares of beneficial interest of the Acquiring Class equal in value to the shares of the Corresponding Target Class held by the shareholder. Each shareholder also shall have the right to receive any unpaid dividends or other distributions that Funds Trust declared with respect to the shareholder’s Corresponding Target Class shares before the Effective Time. Funds Trust shall record on its books the ownership by the shareholders of the Acquiring Fund shares; Funds Trust shall simultaneously redeem and cancel on its books all of the issued and outstanding shares of each Corresponding Target Class. Funds Trust does not issue certificates representing Fund shares, and shall not be responsible for issuing certificates to shareholders of the Target Funds. Funds Trust shall wind up the affairs of the Target Fund.

 

  (b) If a former Target Fund shareholder requests a change in the registration of the shareholder’s Acquiring Fund shares to a person other than the shareholder, Funds Trust shall require the shareholder to (i) furnish Funds Trust an instrument of transfer properly endorsed, accompanied by any required signature guarantees and otherwise in proper form for transfer; and (ii) pay to the Acquiring Fund any transfer or other taxes required by reason of such registration or establish to the reasonable satisfaction of Funds Trust that such tax has been paid or does not apply.

 

  5. Representations, Warranties and Agreements of Funds Trust.    Funds Trust, on behalf of itself, and, as appropriate, the Target Fund and the Acquiring Fund, represents and warrants to, and agrees with, the Acquiring Fund and the Target Fund, respectively as follows:

 

  (a)

Funds Trust is a statutory trust duly created, validly existing and in good standing under the laws of the State of Delaware. The Board duly established and designated each Fund as a series of

 

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Funds Trust and each Acquiring Class as a class of the Acquiring Fund. Funds Trust is an open-end management investment company registered with the SEC under the 1940 Act.

 

  (b) Funds Trust has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and Assets, to carry on its business as described in its Registration Statement on Form N-1A as filed with the SEC, to enter into this Plan and to consummate the transactions contemplated herein.

 

  (c) The Board has duly authorized execution and delivery of the Plan and the transactions contemplated herein, subject to Target Fund shareholder approvals. Duly authorized officers of Funds Trust have executed and delivered the Plan. The Plan represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated by this Plan will not, violate the Declaration of Trust of Funds Trust or any Material Agreement. Funds Trust does not need to take any other action to authorize its officers to effectuate the Plan and the transactions contemplated herein.

 

  (d) Each Fund has qualified as a “regulated investment company” under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of each taxable year since the commencement of its operations, and will continue to so qualify until the Effective Time.

 

  (e) Funds Trust has duly authorized the Acquiring Fund shares to be issued and delivered to the Target Fund as of the Target Fund’s Effective Time. When issued and delivered, the Acquiring Fund shares shall have been registered for sale under the 1933 Act and shall be duly and validly issued, fully paid and non-assessable, and no shareholder of the Acquiring Fund shall have any preemptive right of subscription or purchase in respect of them. There are no outstanding options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor are there any securities convertible into Acquiring Fund shares.

 

  (f) Each Fund is in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, the 1933 Act, the 1934 Act and all applicable state securities laws. Each Fund is in compliance in all material respects with the investment policies and restrictions applicable to it set forth in the Form N-1A Registration Statement currently in effect. The value of the Assets net of Known Liabilities of the Acquiring Fund has been determined using portfolio valuation methods that comply in all material respects with the requirements of the 1940 Act and the policies of such Acquiring Fund.

 

  (g) Funds Trust does not Know of any claims, actions, suits, investigations or proceedings of any type pending or threatened against Funds Trust or any Fund or its Assets or businesses. There are no facts that Funds Trust currently has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against Funds Trust or any Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts, provided all required performance disclosures have been made. Neither Funds Trust nor any Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect, its financial condition, results of operations, business, properties or Assets or its ability to consummate the transactions contemplated by this Plan.

 

  (h) Funds Trust is not a party to any contracts, agreements, franchises, licenses or permits relating to the Funds except those entered into or granted in the ordinary course of its business, in each case under which no material default exists. All contracts and agreements that are material to the business of the Funds are listed on Schedule A. Funds Trust is not a party to or subject to any employee benefit plan, lease or franchise of any kind or nature whatsoever on behalf of any Fund.

 

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  (i) Funds Trust has timely filed all tax returns, for the Funds for all of their taxable years to and including their most recent taxable year required to be filed on or before the date of this Plan, and has paid all taxes payable pursuant to such returns. To the Knowledge of Funds Trust, no such tax return has been or is currently under audit and no assessment has been asserted with respect to any return. Funds Trust will file all of the Fund’s tax returns for all of their taxable periods ending on or before the Closing Date not previously filed on or before their due dates (taking account of any valid extensions thereof).

 

  (j) Since the date of the Target Fund Financial Statements and the Acquiring Fund Financial Statements, there has been no material adverse change in the financial condition, business, properties or Assets of the Target Fund or Acquiring Fund, respectively. For purposes of this provision, investment underperformance, negative investment performance or net redemptions shall not be deemed to constitute such facts, provided all customary performance disclosures have been made.

 

  (k) The Target Fund Financial Statements and the Acquiring Fund Financial Statements, fairly present the financial position of the Acquiring Fund as of the Fund’s most recent fiscal year-end and the results of the Fund’s operations and changes in the Fund’s net assets for the periods indicated. The Target Fund Financial Statements and the Acquiring Fund Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied.

 

  (l) To the Knowledge of Funds Trust, neither the Target Fund nor the Acquiring Fund has any Liabilities, whether or not determined or determinable, other than Liabilities disclosed or provided for in the Target Fund Financial Statements and the Acquiring Fund Financial Statements, respectively, or Liabilities incurred in the ordinary course of business.

 

  (m) Except as otherwise provided herein, Funds Trust shall operate the business of each Fund in the ordinary course between the date hereof and the Effective Time, it being agreed that such ordinary course of business will include the declaration and payment of dividends and distributions approved by the Board in anticipation of the Reorganization.

 

  6. Conditions to Funds Trust Obligations.    The obligations of Funds Trust with respect to the Reorganization shall be subject to the following conditions precedent:

 

  (a) The Target Fund shall have obtained the approval of this Plan and the transactions contemplated herein by the vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Target Fund.

 

  (b) Funds Trust shall have duly executed and delivered the Target Fund Reorganization Documents.

 

  (c) All representations and warranties of Funds Trust made in this Plan that apply to the Reorganization shall be true and correct in all material respects as if made at and as of the Valuation Time and the Effective Time.

 

  (d) Funds Trust, on behalf of itself and, as appropriate, the Target Fund and the Acquiring Fund, shall have delivered to the Acquiring Fund and the Target Fund, respectively, a certificate dated as of the Closing Date and executed in its name by its Treasurer or Secretary stating that the representations and warranties of Funds Trust in this Plan that apply to the Reorganization are true and correct at and as of the Valuation Time.

 

  (e) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with the Reorganization.

 

  (f) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act.

 

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  (g) Funds Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Reorganization’s Valuation Time and Effective Time.

 

  (h) Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Valuation Time, the Target Fund shall have declared a dividend or dividends, with a record date and ex-dividend date prior to the Valuation Time, which, together with all previous dividends, shall have the effect of distributing to the Target Fund shareholders all of its previously undistributed (i) “investment company taxable income” within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts equal to, in the aggregate, the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Effective Time.

 

  (i) Funds Trust shall have received an opinion dated as of the Closing Date in a form reasonably satisfactory to it of Proskauer Rose LLP, upon which each Fund and its shareholders may rely, based upon representations reasonably acceptable to Proskauer Rose LLP made in certificates provided by Funds Trust, on behalf of itself and each Fund, the Funds’ affiliates and/or principal shareholders to Proskauer Rose LLP, substantially to the effect that the Reorganization with respect to each Acquiring Fund and its corresponding Target Fund will be a Taxable Acquisition.

 

  (j) The Board of Funds Trust shall not have terminated this Plan with respect to the Reorganization pursuant to Section 8 of this Plan.

 

  7. Survival of Representations and Warranties.    The representations and warranties of Funds Trust shall survive the completion of the transactions contemplated herein.

 

  8. Termination of Plan.    The Board may terminate this Plan with respect to the Acquiring Fund or Target Fund, as appropriate, by majority vote if: (i) the conditions precedent set forth in Section 6, are not satisfied on the Closing Date; or (ii) it becomes reasonably apparent to the Board that such conditions precedent will not be satisfied on the Closing Date.

 

  9. Governing Law.    This Plan and the transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by federal law, without regard to conflicts of law principles.

 

  10. Tax Matters.    Notwithstanding anything in this Agreement to the contrary, Funds Trust, on behalf of each Fund, shall: (a) complete all measures prior to the Effective Time to ensure that the Reorganization as to each Acquiring Fund and its corresponding Target Fund is a Taxable Acquisition; and (b) take all other appropriate action necessary to ensure satisfaction of representations in certificates to be provided to Proskauer Rose LLP in connection with their opinion described in Section 6(i) and receipt of such opinion, regardless of whether any measures or actions described in this Section 10 are in the ordinary course. In accordance with the foregoing, the terms of this Agreement shall be modified to ensure compliance with the preceding sentence, including, but not limited to, delivery by Funds Trust, on behalf of each Acquiring Fund, of an agreed amount of cash (in lieu of an equal amount of shares of the corresponding Acquiring Class) as partial consideration for the assets of the corresponding Target Fund, the acquisition of securities prior to the Effective Time and settlement thereof after the Effective Time and/or the assumption of less than all of the corresponding Target Fund’s Liabilities by such Acquiring Fund.

 

  10. Expenses.    Funds Trust shall cause the expenses of the Reorganization to be borne by Wells Fargo Funds Management, LLC.

 

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  11. Amendments.    Funds Trust may, by agreement in writing authorized by the Board, amend this Plan with respect to the Reorganization at any time before or after the Target Fund’s shareholders approve the Reorganization. After a Target Fund’s shareholders approve a Reorganization, however, Funds Trust may not amend this Plan in a manner that materially adversely affects the interests of the Target Fund’s shareholders with respect to that Reorganization. This Section shall not preclude Funds Trust from changing the Closing Date or the Effective Time of a Reorganization.

 

  12. Waivers.    At any time prior to the Closing Date, Funds Trust may by written instrument signed by it (i) waive the effect of any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. Funds Trust agrees that any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance.

 

  13. Limitation on Liabilities.    The obligations of Funds Trust and each Fund shall not bind any of the Trustees, shareholders, nominees, officers, agents, or employees of Funds Trust personally, but shall bind only the Assets and property of the particular Fund. The execution and delivery of this Plan by the officers of Funds Trust shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Assets and the property of the Acquiring Fund or the Target Fund, as appropriate.

 

  14. General.    This Plan supersedes all prior agreements between the parties (written or oral), is intended as a complete and exclusive statement of the terms of the agreement between the parties and may not be changed or terminated orally. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers designated below to execute this Plan as of the date first written above.

 

     

WELLS FARGO FUNDS TRUST

for itself and on behalf of the Target Funds and on behalf of the Acquiring Funds

ATTEST:

     
      By:    
Name: C. David Messman       Name: Karla M. Rabusch
Title: Secretary       Title: President

 

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SCHEDULE A

MATERIAL AGREEMENTS

The following agreements shall be Material Agreements:

Amended and Restated Investment Advisory Agreement between Wells Fargo Funds Management, LLC (“Wells Fargo Funds Management”) and Wells Fargo Funds Trust, dated August 6, 2003, and amended October 1, 2005, with Schedule A amended November 7, 2007.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Artisan Partners Limited Partnership, dated October 6, 2004 and Appendix B dated November 8, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Cadence Capital Management, dated August 31, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Cooke & Bieler, L.P., dated December 6, 2004, with Appendix A amended October 1, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and Galliard Capital Management, Inc., dated March 1, 2001, with Appendix A amended March 31, 2006 and Schedule A dated August 7, 2001.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Galliard Capital Management, Inc., dated March 1, 2001; with Appendix A amended October 1, 2005 and Schedule A, dated August 7, 2001.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and LSV Asset Management, dated October 31, 2003, with Appendix A amended October 1, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and New Star Institutional Managers Limited, dated October 6, 2004, with Appendix A and Appendix B amended February 8, 2005.

Amended and Restated Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Peregrine Capital Management, Inc., dated March 1, 2001 and amended March 31, 2006, with Schedule A amended May 9, 2007.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and Smith Asset Management Group, L.P., dated May 31, 2001, with Appendix A amended October 1, 2005 and Schedule A dated November 13, 2003.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Smith Asset Management Group, L.P., dated March 1, 2001, with Schedule A dated November 13, 2003.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and SSgA Funds Management, Inc., dated May 27, 2005, with Appendix A amended March 31, 2006.

Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Systematic Financial Management, L.P., dated August 29, 2003, with Appendix A amended October 1, 2005.

Investment Sub-Advisory Agreement among Wells Fargo Funds Trust, Wells Fargo Funds Management, and Wells Capital Management Incorporated, dated March 1, 2001, with Appendix A and Schedule A amended March 30, 2007.

 

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Amended and Restated Investment Sub-Advisory Agreement among Wells Fargo Master Trust, Wells Fargo Funds Management, and Wells Capital Management Incorporated, dated March 1, 2001, as amended March 31, 2006, with Appendix A amended November 8, 2006 and Schedule A amended March 30, 2007.

Distribution Agreement between Wells Fargo Funds Distributor, LLC and Wells Fargo Funds Trust, dated April 8, 2005, with Schedule I amended November 7, 2007.

Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 approved by the Wells Fargo Funds Trust Board on March 26, 1999, with Appendix A amended November 9, 2007.

Rule 18f-3 Multi-Class Plan adopted by the Board of Wells Fargo Funds Trust on March 26, 1999 and most recently amended November 8, 2006, with Appendix A amended November 9, 2007 and Appendix B amended November 8, 2006.

Amended and Restated Custody Agreement between Wells Fargo Bank, N.A. and Wells Fargo Funds Trust dated August 10, 2004, with Appendix A amended November 7, 2007.

Amended and Restated Accounting Services Agreement among PFPC, Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Variable Trust dated May 10, 2006, with Exhibit A amended November 7, 2007.

Administration Agreement between Wells Fargo Funds Management and Wells Fargo Funds Trust dated March 1, 2003, with Appendix A amended November 7, 2007.

Transfer Agency and Service Agreement between Boston Financial Data Services, Inc. and Wells Fargo Funds, dated April 11, 2005, with Schedule A amended November 7, 2007.

Shareholder Servicing Plan adopted by the Board of Wells Fargo Funds Trust adopted on March 26, 1999, with Appendix A amended November 7, 2007.

Amended and Restated Fee and Expense Agreement among Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, dated March 30, 2007, with Schedule A amended November 7, 2007.

Amended and Restated Joint Fidelity Bond Allocation Agreement among Wells Fargo Funds Trust, Wells Fargo Variable Trust and Wells Fargo Master Trust dated May 1, 2006, with Appendix A amended November 7, 2007.

Securities Lending Agency Agreement among Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management and Wells Fargo Bank, N.A. dated August 9, 2006, with Schedule I amended November 7, 2007.

 

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Wells Fargo Advantage Funds (logo)

 

 

 

 

 

 

Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for Wells Fargo Advantage Funds. Other affiliates of Wells Fargo & Company provide subadvisory and other services for the Funds. The Funds are distributed by Wells Fargo Funds Distributor, LLC, Member FINRA/SIPC, an affiliate of Wells Fargo & Company. 109925 05-08

 

 

 

 

 

 

NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

 

 

 

 

© 2008 Wells Fargo Funds Management, LLC. All rights reserved.

 

 

 

www.wellsfargo.com/advantagefunds


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PART B

STATEMENT OF ADDITIONAL INFORMATION

May [    ], 2008

WELLS FARGO FUNDS TRUST

BALANCED FUND

CORPORATE BOND FUND

HIGH YIELD BOND FUND

INTERMEDIATE GOVERNMENT INCOME FUND

NATIONAL LIMITED-TERM TAX-FREE FUND

NATIONAL TAX-FREE FUND

OVERSEAS FUND

VALUE FUND

525 MARKET STREET

SAN FRANCISCO, CA 94105

June 30, 2008 Special Meeting of the Shareholders

This Statement of Additional Information or SAI is not a prospectus but should be read in conjunction with the Combined Prospectus/Proxy Statement dated May [    ], 2008, which we refer to as the Prospectus/Proxy Statement, for the Special Meeting of Shareholders of the eight Wells Fargo Advantage Funds listed above, which we call the Target Funds to be held on Monday, June 30, 2008. The Prospectus/Proxy Statement may be obtained without charge by calling 1-800-222-8222 or writing to Wells Fargo Advantage Funds, P.O. Box 8266, Boston, MA 02266-8266. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.


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INCORPORATION OF DOCUMENTS BY REFERENCE

IN STATEMENT OF ADDITIONAL INFORMATION

This SAI consists of this cover page and the following described items, which are hereby incorporated by reference:

 

  1. The SAI dated February 1, 2008 for the Wells Fargo Advantage Asset Allocation Fund and Wells Fargo Advantage Balanced Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Asset Allocation Fund and Wells Fargo Advantage Balanced Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage Asset Allocation Fund and Wells Fargo Advantage Balanced Fund, dated as of March 31, 2007.

 

  2. The SAI dated March 31, 2008 for the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage Government Securities Fund, Wells Fargo Advantage High Income Fund, Wells Fargo Advantage High Yield Bond Fund, Wells Fargo Advantage Income Plus Fund and Wells Fargo Advantage Intermediate Government Income Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage Government Securities Fund, Wells Fargo Advantage High Income Fund, Wells Fargo Advantage High Yield Bond Fund, Wells Fargo Advantage Income Plus Fund and Wells Fargo Advantage Intermediate Government Income Fund, contained in the Annual Report for the fiscal year ended May 31, 2007, as filed with the SEC on August 6, 2007. Unaudited financial report statements of the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage Government Securities Fund, Wells Fargo Advantage High Income Fund, Wells Fargo Advantage High Yield Bond Fund, Wells Fargo Advantage Income Plus Fund and Wells Fargo Advantage Intermediate Government Income Fund, dated as of November 30, 2007.

 

  3. The SAI dated March 31, 2008 for the Wells Fargo Advantage Municipal Bond Fund, Wells Fargo Advantage National Limited-Term Tax-Free Fund, Wells Fargo Advantage National Tax-Free Fund and Wells Fargo Advantage Short-Term Municipal Bond Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Municipal Bond Fund, Wells Fargo Advantage National Limited-Term Tax-Free Fund, Wells Fargo Advantage National Tax-Free Fund and Wells Fargo Advantage Short-Term Municipal Bond Fund, contained in the Annual Report for the fiscal year ended June 30, 2007, as filed with the SEC on August 30, 2007. Unaudited financial report statements of the Wells Fargo Advantage Municipal Bond Fund, Wells Fargo Advantage National Limited-Term Tax-Free Fund, Wells Fargo Advantage National Tax-Free Fund and Wells Fargo Advantage Short-Term Municipal Bond Fund, dated as of December 31, 2007.

 

  4. The SAI dated March 31, 2008 for the Wells Fargo Advantage Value Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Value Fund, contained in the Annual Report for the fiscal year ended July 31, 2007, as filed with the SEC on October 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage Value Fund, dated as of January 31, 2008.

 

  5. The SAI dated March 31, 2008 for the Wells Fargo Advantage C&B Large Cap Value Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage C&B Large Cap Value Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage C&B Large Cap Value Fund, dated as of March 31, 2007.

 

  6. The SAI dated March 31, 2008 for the Wells Fargo Advantage International Equity Fund and Wells Fargo Advantage Overseas Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage International Equity Fund and Wells Fargo Advantage Overseas Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage International Equity Fund and Wells Fargo Advantage Overseas Fund, dated as of March 31, 2007.


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General Information

Explanatory Note to Pro Forma Financial Statements

Pro-Forma Financial Statements and Schedules

Notes to Pro Forma Financial Statements*

 

* THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA FINANCIAL STATEMENTS AND SCHEDULES.


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General Information

This SAI relates to the reorganization of eight Wells Fargo Funds Trust funds listed below, which we refer to as the Target Funds, with eight other funds of Wells Fargo Funds Trust listed below, which we refer to as the Acquiring Funds.

 

TARGET FUND

 

ACQUIRING FUND

Balanced Fund

Investor Class

 

Asset Allocation Fund

Class A

Corporate Bond Fund

Investor Class

Advisor Class

Institutional Class

 

Income Plus Fund

Investor Class (new class)

Class A

Institutional Class (new class)

High Yield Bond Fund

Class A

Class B

Class C

 

High Income Fund

Class A (formerly Advisor Class)

Class B (new class)

Class C (new class)

Intermediate Government Income Fund

Class A

Class B

Class C

Administrator Class

 

Government Securities Fund

Class A (formerly Advisor Class)

Class B (new class)

Class C

Administrator Class

National Tax-Free Fund

Class A

Class B

Class C

Administrator Class

 

Municipal Bond Fund

Class A

Class B

Class C

Administrator Class

National Limited-Term Tax-Free Fund

Class A

Class B

Class C

Administrator Class

 

Short-Term Municipal Bond Fund

Class A (new class)

Class A (new class)

Class C

Class A (new class)

Overseas Fund

Investor Class

Institutional Class

 

International Equity Fund

Investor Class (new class)

Institutional Class

Value Fund

Class A

Class B

Class C

Investor Class

Administrator Class

 

C&B Large Cap Value Fund

Class A

Class B

Class C

Investor Class (formerly Class D)

Administrator Class

The reorganization of each Target Fund will involve the following three steps:

 

   

the transfer of substantially all of the assets and liabilities of the Target Fund to its corresponding Acquiring Fund in exchange for designated classes of the corresponding Acquiring Fund having equivalent value to the net assets transferred;

 

   

the pro rata distribution of the Acquiring Fund shares to the shareholders of record of the Target Fund as of the effective date of the reorganization in full redemption of all shares of the Target Fund; and

 

   

the liquidation and dissolution of the Target Fund.


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As a result of the Reorganization, shareholders of each Target Fund will become a shareholder of the corresponding Acquiring Fund having the same total value of shares as the shares of the Target Fund that they held immediately before the Reorganization. If a majority of the shares of one of the Target Funds does not approve the Reorganization, that Fund will not participate in the Reorganization. In such a case, the Target Fund will continue its operations beyond the date of the Reorganization and the Board of Trustees of the affected Wells Fargo Advantage Fund will consider what further action is appropriate, including the possible liquidation of the Fund.

For further information about the transaction, see the Prospectus/Proxy Statement.


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Pro Forma Financial Statements

Explanatory Note

The Balanced Fund will be reorganized into the Asset Allocation Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of September 30, 2007 are included to show the pro forma effect of combining the Balanced Fund into the Asset Allocation Fund.

The Corporate Bond Fund will be reorganized into the Income Plus Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of November 30, 2007 are included to show the pro forma effect of combining the Corporate Bond Fund into the Income Plus Fund.

The High Yield Bond Fund will be reorganized into the High Income Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of November 30, 2007 are included to show the pro forma effect of combining the High Yield Bond Fund into the High Income Fund.

The Intermediate Government Income Fund will be reorganized into the Government Securities Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of November 30, 2007 are included to show the pro forma effect of combining the Intermediate Government Income Fund into the Government Securities Fund.

The National Tax-Free Fund will be reorganized into the Municipal Bond Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of December 31, 2007 are included to show the pro forma effect of combining the National Tax-Free Fund into the Municipal Bond Fund.

The National Limited-Term Tax-Free Fund will be reorganized into the Short-Term Municipal Bond Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of December 31, 2007 are included to show the pro forma effect of combining the National Limited-Term Tax-Free Fund into the Short-Term Municipal Bond Fund.

The Overseas Fund will be reorganized into the International Equity Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of September 30, 2007 are included to show the pro forma effect of combining the Overseas Fund into the International Equity Fund.

Pro Forma financial statements for the Value Fund/C&B Large Cap Value Fund Reorganization are not included because as of [April     , 2008], the assets of the Value Fund constituted less than 10% of the assets of the C&B Large Cap Value Fund.


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Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Agency Notes - Interest Bearing - 0.18%

                 

FHLB , 4.125% , Due 10/19/2007«

   330,000    $ 329,851          330,000    $ 329,851

FHLMC , 5.125% , Due 8/23/2010«

   1,830,000      1,864,075          1,830,000      1,864,075
                                 

Total Agency Notes (Cost $2,167,521, $0 and $2,167,521, respectively)

        2,193,926       —           2,193,926
                                 

Agency Securities - 0.40%

                 

Federal Farm Credit Bank - 0.08%

                 

Federal Farm Credit Bank , 4.125% , Due 7/17/2009«

   974,000      969,145          974,000      969,145

Total Federal Farm Credit Bank

        969,145               969,145

Federal Home Loan Mortgage Corporation - 0.05%

                 

FHLMC #170151 , 10.50% , Due 1/1/2016

   1,434      1,612          1,434      1,612

FHLMC #1J1263 , 5.855% , Due 1/1/2036«±

   512,982      518,887          512,982      518,887

FHLMC #254325 , 10.25% , Due 3/1/2015

   4,862      5,074          4,862      5,074

FHLMC #G11487 , 8.00% , Due 3/1/2016

   108,874      114,314          108,874      114,314

Total Federal Home Loan Mortgage Corporation

        639,887               639,887

Federal National Mortgage Association - 0.27%

                 

FNMA #699932 , 5.50% , Due 4/1/2033

   679,818      667,775          679,818      667,775

FNMA #735613 , 6.00% , Due 2/1/2035«

   526,118      529,912          526,118      529,912

FNMA #863727 , 5.336% , Due 1/1/2036«±

   1,092,018      1,095,688          1,092,018      1,095,688

FNMA #892283 , 5.863% , Due 9/1/2036«±

   502,507      507,794          502,507      507,794

FNMA , 6.00% , Due 5/15/2011«

   495,000      519,735          495,000      519,735

Total Federal National Mortgage Association

        3,320,904               3,320,904

Government National Mortgage Association - 0.00%

                 

GNMA #780434 , 7.50% , Due 12/15/2007

   36      36          36      36

Total Government National Mortgage Association

        36               36
                                 

Total Agency Securities ( Cost $4,921,037, $0 and $4,921,037, respectively)

        4,929,972       —           4,929,972
                                 

Asset Backed Securities - 0.25%

                 

Banc of America Securities Auto Trust Series 2006-G1 Class A2 , 5.30% , Due 3/18/2009

   816,559      816,186          816,559      816,186

Countrywide Home Equity Loan Trust Series 2004-I Class A , 6.0425% , Due 2/15/2034±

   162,320      160,087          162,320      160,087

Countrywide Home Equity Loan Trust Series 2004-Q Class 2A , 6.0525% , Due 12/15/2033±

   86,689      84,931          86,689      84,931

Chase Issuance Trust Series 2005-A6 Class A6 , 5.8225% , Due 7/15/2014±

   545,000      537,809          545,000      537,809

Community Program Loan Trust Series 1987-A Class A4 , 4.50% , Due 10/1/2018

   928,068      918,960          928,068      918,960

MBNA Credit Card Master Note Trust Series 2006-A4 Class A4 , 5.7425% , Due 9/15/2011±

   444,000      442,686          444,000      442,686

Triad Auto Receivables Owners Trust Series 2006-B Class A2 , 5.36% , Due 11/12/2009

   38,201      38,208          38,201      38,208
                                 

Total Asset Backed Securities ( Cost $3,021,545, $0 and $3,021,545, respectively )

        2,998,867       —           2,998,867
                                 

Collateralized Mortgage Obligations - 0.68%

                 

Banc of America Alternative Loan Trust Series 2005-10 Class 6A1 , 5.50% , Due 11/25/2020

   360,768      358,062          360,768      358,062

Chase Mortgage Finance Corporation Series 2005-A1 Class 2A2 , 5.2389% , Due 12/25/2035±

   526,237      523,690          526,237      523,690

Citigroup Mortgage Loan Trust Incorporated Series 2004-HYB4 Class AA , 5.4613% , Due 12/25/2034±

   54,446      54,310          54,446      54,310

Citigroup Mortgage Loan Trust Incorporated Series 2006-NCB1 Class 2A2 , 5.8725% , Due 5/15/2036±

   300,000      293,934          300,000      293,934

Countrywide Alternative Loan Trust Series 2004-30CB Class 3A1 , 5.0% , Due 2/25/2020

   552,135      544,596          552,135      544,596

Countrywide Alternative Loan Trust Series 2006-0C8 Class 2A1C , 5.1913% , Due 11/25/2036±

   298,151      297,905          298,151      297,905

Credit Suisse First Boston Mortgage Securities Corporation Series 2005-C1 Class A3 , 4.813% , Due 2/15/2038

   1,000,000      983,384          1,000,000      983,384

FHLMC Structured Pass-Through Securities Series T-57 Class 2A1 , 6.3892% , Due 7/25/2043±

   168,115      170,444          168,115      170,444

FHLMC Structured Pass-Through Securities Series T-59 Class 2A1 , 6.482% , Due 10/25/2043±

   192,545      193,629          192,545      193,629

FNMA Grantor Trust Series 2002-T1 Class A4 , 9.50% , Due 11/25/2031

   278,528      297,796          278,528      297,796

FNMA Whole Loan Series 2003-W8 Class 4A , 6.417% , Due 11/25/2042±

   441,158      456,443          441,158      456,443

FNMA Whole Loan Series 2004-W15 Class 3A , 6.5428% , Due 6/25/2044±

   410,222      421,387          410,222      421,387

GNMA Series 2004-53 Class KE , 5.00% , Due 8/20/2032

   597,432      593,573          597,432      593,573

GNMA Series 2007-12 Class C , 5.278% , Due 4/16/2041«±

   605,000      578,323          605,000      578,323


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

GNMA Series 2007-34 Class A , 4.272% , Due 11/16/2026«

   377,212    371,216          377,212    371,216

JPMorgan Alternative Loan Trust Series 2006-A4 Class A2 , 5.95% , Due 9/25/2036±

   521,656    524,300          521,656    524,300

JPMorgan Chase Commercial Mortgage Security , 5.794% , Due 2/12/2049±

   460,000    462,272          460,000    462,272

JPMorgan Mortgage Trust Series 2005-A2 Class 3A1 , 4.8996% , Due 4/25/2035±

   221,227    219,074          221,227    219,074

JPMorgan Mortgage Trust Series 2005-A3 Class 7CA1 , 5.1097% , Due 6/25/2035±

   236,611    235,918          236,611    235,918

JPMorgan Mortgage Trust Series 2005-A5 Class 3A1 , 5.382% , Due 8/25/2035±

   357,234    355,248          357,234    355,248

Multi Security Asset Trust Series 2005-RR4A Class A1 , 4.38% , Due 11/28/2035††

   296,984    292,096          296,984    292,096

Terwin Mortgage Trust Series 2004-21HE Class 1A1 , 5.6113% , Due 12/25/2034±

   50,119    48,903          50,119    48,903
                               

Total Collateralized Mortgage Obligations (Cost $8,350,424, $0 and $8,350,424, respectively )

      8,276,503         —         8,276,503
                               

Common Stocks -59.02%

                 

Amusement & Recreation Services - 0.12%

                 

Harrah’s Entertainment Incorporated

         8,923    $ 775,676    8,923    775,676

International Game Technology

         15,994      689,341    15,994    689,341

Total Amusement & Recreation Services

   —      —           1,465,017       1,465,017

Apparel & Accessory Stores - 0.23%

                 

Abercrombie & Fitch Company Class A«

         4,130      333,291    4,130    333,291

Gap Incorporated

         23,586      434,926    23,586    434,926

Kohl’s Corporation†

   6,000    343,980    15,145      868,263    21,145    1,212,243

Limited Brands Incorporated«

         15,195      347,814    15,195    347,814

Nordstrom Incorporated

         9,427      442,032    9,427    442,032

Total Apparel & Accessory Stores

      343,980         2,426,326       2,770,306

Apparel & Other Finished Products Made From Fabrics & Similar Materials - 0.07%

                 

Jones Apparel Group Incorporated«

         4,453      94,092    4,453    94,092

Liz Claiborne Incorporated

         4,873      167,290    4,873    167,290

Polo Ralph Lauren Corporation

         2,854      221,899    2,854    221,899

VF Corporation

         4,235      341,976    4,235    341,976

Total Apparel & Other Finished Products Made From Fabrics & Similar Materials

      —           825,257       825,257

Automotive Dealers & Gasoline Service Stations - 0.03%

                 

AutoNation IncorporatedǠ

         7,222      127,974    7,222    127,974

AutoZone IncorporatedǠ

         2,180      253,185    2,180    253,185

Total Automotive Dealers & Gasoline Service Stations

      —           381,159       381,159

Automotive Repair, services and Parking - 0.01%

                 

Ryder System Incorporated

         2,851      139,699    2,851    139,699

Total Automotive Repair, services and Parking

      —           139,699       139,699

Biopharmaceuticals - 0.36%

                 

Celgene Corporation†

         18,240      1,300,694    18,240    1,300,694

Genzyme Corporation†

         12,567      778,651    12,567    778,651

Gilead Sciences Incorporated†

         44,149      1,804,370    44,149    1,804,370

Teva Pharmaceutical Industries Limited ADR«

   10,000    444,700          10,000    444,700

Total Biopharmaceuticals

      444,700         3,883,715       4,328,415

Building Construction-General Contractors & Operative Builders - 0.06%

                 

Centex Corporation«

         5,717      151,901    5,717    151,901

D.R. Horton Incorporated

         13,023      166,825    13,023    166,825

KB Home«

         3,668      91,920    3,668    91,920

Lennar Corporation Class A

         6,645      150,509    6,645    150,509

Pulte Homes Incorporated

         10,122      137,760    10,122    137,760

Total Building Construction-General Contractors & Operative Builders

      —           698,915       698,915

Building Materials, Hardware, Garden Supply & Mobile Home Dealers - 0.49%

                 

Home Depot Incorporated

   8,300    269,252    80,475      2,610,609    88,775    2,879,861

Lowe’s Companies Incorporated

   25,200    706,104    70,468      1,974,513    95,668    2,680,617

Sherwin-Williams Company«

         5,174      339,984    5,174    339,984

Total Building Materials, Hardware, Garden Supply & Mobile Home Dealers

      975,356         4,925,106       5,900,462

Business Services - 3.60%

                 

Adobe Systems Incorporated†

         28,044      1,224,401    28,044    1,224,401

Affiliated Computer Services Incorporated Class A†

         4,744      238,339    4,744    238,339

Akamai Technologies IncorporatedǠ

         7,892      226,737    7,892    226,737

Autodesk Incorporated†

         10,961      547,721    10,961    547,721

Automatic Data Processing Incorporated

   9,200    422,556    25,309      1,162,442    34,509    1,584,998

BMC Software IncorporatedǠ

         9,588      299,433    9,588    299,433

CA Incorporated«

         18,522      476,386    18,522    476,386


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Citrix Systems Incorporated†

         8,566    345,381    8,566    345,381

Cognizant Technology Solutions Corporation Class A

         6,891    549,695    6,891    549,695

Computer Sciences CorporationǠ

         8,292    463,523    8,292    463,523

Compuware CorporationǠ

         14,442    115,825    14,442    115,825

Convergys Corporation†

         6,461    112,163    6,461    112,163

eBay Incorporated†

         54,373    2,121,634    54,373    2,121,634

Electronic Arts Incorporated†

         14,823    829,940    14,823    829,940

Electronic Data Systems Corporation

         24,255    529,729    24,255    529,729

Equifax Incorporated

         6,800    259,216    6,800    259,216

Fidelity National Information Services Incorporated

         8,096    359,220    8,096    359,220

Fiserv Incorporated†

         7,953    404,490    7,953    404,490

Google Incorporated Class A†

         11,008    6,244,508    11,008    6,244,508

IMS Health Incorporated

         9,292    284,707    9,292    284,707

Interpublic Group of Companies IncorporatedǠ

         22,468    233,218    22,468    233,218

Intuit Incorporated†

         16,151    489,375    16,151    489,375

Juniper Networks IncorporatedǠ

         24,501    896,982    24,501    896,982

Microsoft Corporation

   66,200    1,950,252    384,269    11,320,565    450,469    13,270,817

Monster Worldwide Incorporated†

         6,308    214,850    6,308    214,850

NCR Corporation†

         8,602    428,380    8,602    428,380

Novell IncorporatedǠ

         16,673    127,382    16,673    127,382

Omnicom Group Incorporated

         15,646    752,416    15,646    752,416

Oracle Corporation†

   41,200    891,980    187,634    4,062,279    228,834    4,954,259

Robert Half International Incorporated

         7,813    233,296    7,813    233,296

Sun Microsystems Incorporated†

         168,594    945,812    168,594    945,812

Symantec Corporation†

   45,000    872,100    42,866    830,743    87,866    1,702,843

Unisys Corporation†

         16,678    110,408    16,678    110,408

VeriSign IncorporatedǠ

         11,621    392,093    11,621    392,093

Yahoo! IncorporatedǠ

         64,204    1,723,235    64,204    1,723,235

Total Business Services

      4,136,888       39,556,524       43,693,412

Chemicals & Allied Products - 5.84%

                 

Abbott Laboratories

   19,000    1,018,780    73,654    3,949,327    92,654    4,968,107

Air Products & Chemicals Incorporated

   10,500    1,026,480    10,297    1,006,635    20,797    2,033,115

Amgen Incorporated†

         51,792    2,929,873    51,792    2,929,873

Avery Dennison Corporation

         5,074    289,319    5,074    289,319

Avon Products Incorporated«

         20,619    773,831    20,619    773,831

Barr Pharmaceuticals IncorporatedǠ

         5,109    290,753    5,109    290,753

Biogen Idec Incorporated†

         13,722    910,180    13,722    910,180

Bristol-Myers Squibb Company

         94,264    2,716,688    94,264    2,716,688

Clorox Company

         6,594    402,168    6,594    402,168

Colgate-Palmolive Company

         24,303    1,733,290    24,303    1,733,290

Dow Chemical Company

         45,278    1,949,671    45,278    1,949,671

E.I. du Pont de Nemours & Company

   13,200    654,192    43,871    2,174,247    57,071    2,828,439

Eastman Chemical Company

         4,005    267,254    4,005    267,254

Ecolab Incorporated

         8,300    391,760    8,300    391,760

Forest Laboratories Incorporated†

         15,067    561,848    15,067    561,848

Hospira Incorporated†

         7,487    310,336    7,487    310,336

International Flavors & Fragrances Incorporated

         4,255    224,919    4,255    224,919

Johnson & Johnson

   18,900    1,241,730    137,949    9,063,249    156,849    10,304,979

King Pharmaceuticals Incorporated†

         11,636    136,374    11,636    136,374

Estee Lauder Companies Incorporated Class A

         5,462    231,917    5,462    231,917

Eli Lilly & Company

   12,600    717,318    47,031    2,677,475    59,631    3,394,793

Monsanto Company

         25,996    2,228,897    25,996    2,228,897

Mylan Laboratories Incorporated†

         11,857    189,238    11,857    189,238

PPG Industries Incorporated

         7,818    590,650    7,818    590,650

Pfizer Incorporated

   48,500    1,184,855    330,138    8,065,271    378,638    9,250,126

Praxair Incorporated

         15,243    1,276,754    15,243    1,276,754

Procter & Gamble Company

   24,300    1,709,262    148,731    10,461,739    173,031    12,171,001

Rohm & Haas Company«

   12,900    718,143    6,546    364,416    19,446    1,082,559

Schering-Plough Corporation

         77,178    2,441,140    77,178    2,441,140

Sigma-Aldrich Corporation

         6,257    304,967    6,257    304,967

Wyeth

   18,600    828,630    64,084    2,854,942    82,684    3,683,572

Total Chemicals & Allied Products

      9,099,390       61,769,128       70,868,518

Coal Mining - 0.08%

                 

CONSOL Energy Incorporated

         8,689    404,907    8,689    404,907

Peabody Energy Corporation

         12,653    605,699    12,653    605,699

Total Coal Mining

      —         1,010,606       1,010,606

Communications - 2.69%

                 

AT&T Incorporated

   29,000    1,226,990    290,670    12,298,248    319,670    13,525,238

Alltel Corporation

   6,300    438,984    16,700    1,163,656    23,000    1,602,640

Avaya Incorporated†

         21,776    369,321    21,776    369,321

CenturyTel Incorporated

         5,333    246,491    5,333    246,491

Citizens Communications Company

         16,215    232,199    16,215    232,199

Clear Channel Communications Incorporated

         23,730    888,451    23,730    888,451

Comcast Corporation Class AǠ

         147,295    3,561,593    147,295    3,561,593

DIRECTV Group Incorporated†

         36,200    878,936    36,200    878,936

Embarq Corporation

         7,271    404,268    7,271    404,268


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

IAC/InterActiveCorpǠ

         9,105    270,145    9,105    270,145

Qwest Communications International Incorporated«

         76,143    697,470    76,143    697,470

Sprint Nextel Corporation

         135,666    2,577,654    135,666    2,577,654

Verizon Communications Incorporated

   18,300    810,324    138,331    6,125,297    156,631    6,935,621

Windstream Corporation

   9,098    128,464    22,753    321,278    31,851    449,742

Total Communications

      2,604,762       30,035,007       32,639,769

Depository Institutions - 5.40%

                 

BB&T Corporation«

         26,305    1,062,459    26,305    1,062,459

Bank of America Corporation

   29,900    1,503,073    211,479    10,631,049    241,379    12,134,122

Bank of New York Mellon Corporation

   17,547    774,525    54,228    2,393,624    71,775    3,168,149

Citigroup Incorporated

   28,300    1,320,761    237,081    11,064,570    265,381    12,385,331

Comerica Incorporated

         7,292    373,934    7,292    373,934

Commerce Bancorp Incorporated

         9,162    355,302    9,162    355,302

Fifth Third Bancorp

         25,530    864,956    25,530    864,956

First Horizon National Corporation«

         6,016    160,387    6,016    160,387

Hudson City Bancorp Incorporated«

         25,346    389,821    25,346    389,821

Huntington Bancshares Incorporated

         17,439    296,114    17,439    296,114

JPMorgan Chase & Company

   35,166    1,611,306    161,272    7,389,483    196,438    9,000,789

KeyCorp«

         18,556    599,915    18,556    599,915

M&T Bank Corporation«

         3,574    369,730    3,574    369,730

Marshall & Ilsley Corporation

         12,703    556,010    12,703    556,010

National City Corporation

         30,181    757,241    30,181    757,241

Northern Trust Corporation«

         9,125    604,714    9,125    604,714

PNC Financial Services Group

         16,299    1,109,962    16,299    1,109,962

Regions Financial Corporation

         33,549    989,025    33,549    989,025

Sovereign Bancorp Incorporated

         17,126    291,827    17,126    291,827

State Street Corporation

         18,563    1,265,254    18,563    1,265,254

SunTrust Banks Incorporated«

         16,635    1,258,770    16,635    1,258,770

Synovus Financial Corporation

         15,604    437,692    15,604    437,692

US Bancorp

   27,700    901,081    82,280    2,676,568    109,980    3,577,649

Wachovia Corporation

   15,700    787,355    90,694    4,548,304    106,394    5,335,659

Washington Mutual Incorporated«

         41,735    1,473,663    41,735    1,473,663

Wells Fargo & Company‡

         159,297    5,674,159    159,297    5,674,159

Western Union Company«

         36,824    772,199    36,824    772,199

Zions Bancorporation

         5,127    352,071    5,127    352,071

Total Depository Institutions

      6,898,101       58,718,803       65,616,904

Eating & Drinking Places - 0.45%

                 

Darden Restaurants Incorporated

         6,752    282,639    6,752    282,639

McDonald’s Corporation

         56,798    3,093,787    56,798    3,093,787

Wendy’s International Incorporated

         4,162    145,295    4,162    145,295

Yum! Brands Incorporated

         24,780    838,307    24,780    838,307

McDonald’s Corporation

   20,500    1,116,635          20,500    1,116,635

Total Eating & Drinking Places

      1,116,635       4,360,028       5,476,663

E-Commerce/Services - 0.11%

                 

Amazon.com IncorporatedǠ

         14,565    1,356,730    14,565    1,356,730

Total E-Commerce/Services

      —         1,356,730       1,356,730

Educational Services - 0.03%

                 

Apollo Group Incorporated Class AǠ

         6,771    407,276    6,771    407,276

Total Educational Services

      —         407,276       407,276

Electric, Gas & Sanitary Services - 2.23%

                 

AES CorporationǠ

         31,865    638,575    31,865    638,575

Allegheny Energy Incorporated

         7,914    413,586    7,914    413,586

Allied Waste Industries IncorporatedǠ

         13,743    175,223    13,743    175,223

Ameren Corporation

         9,894    519,435    9,894    519,435

American Electric Power Company Incorporated

         19,025    876,672    19,025    876,672

CenterPoint Energy Incorporated«

         15,307    245,371    15,307    245,371

CMS Energy Corporation

         10,703    180,024    10,703    180,024

Consolidated Edison Incorporated«

         12,914    597,918    12,914    597,918

Constellation Energy Group Incorporated«

         8,602    737,966    8,602    737,966

Dominion Resources Incorporated

   8,000    674,400    13,869    1,169,157    21,869    1,843,557

DTE Energy Company

         8,132    393,914    8,132    393,914

Duke Energy Corporation«

         60,061    1,122,540    60,061    1,122,540

Dynegy Incorporated Class A†

         23,618    218,230    23,618    218,230

Edison International

         15,527    860,972    15,527    860,972

El Paso Corporation

         33,387    566,577    33,387    566,577

Entergy Corporation

         9,325    1,009,804    9,325    1,009,804

Exelon Corporation

   12,100    911,856    32,130    2,421,317    44,230    3,333,173

FirstEnergy Corporation

         14,528    920,204    14,528    920,204

FPL Group Incorporated

   12,100    736,648    19,389    1,180,402    31,489    1,917,050

Integrys Energy Group Incorporated

         3,621    185,504    3,621    185,504

Nicor Incorporated

         2,150    92,235    2,150    92,235

NiSource Incorporated

         13,066    250,083    13,066    250,083

PG&E Corporation

         16,840    804,952    16,840    804,952

Pinnacle West Capital Corporation

         4,780    188,858    4,780    188,858

PPL Corporation

         18,258    845,345    18,258    845,345

Progress Energy Incorporated

         12,339    578,082    12,339    578,082


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Public Service Enterprise Group Incorporated

   3,000    263,970    12,118    1,066,263    15,118    1,330,233

Questar Corporation

         8,227    432,164    8,227    432,164

Sempra Energy

         12,583    731,324    12,583    731,324

Spectra Energy Corporation«

         30,126    737,484    30,126    737,484

TECO Energy Incorporated

         10,034    164,859    10,034    164,859

The Southern Company

         36,050    1,307,894    36,050    1,307,894

TXU Corporation

         21,977    1,504,765    21,977    1,504,765

Waste Management Incorporated«

         24,740    933,688    24,740    933,688

Xcel Energy Incorporated

         20,010    431,015    20,010    431,015

Total Electric, Gas & Sanitary Services

      2,586,874       24,502,402       27,089,276

Electronic & Other Electrical Equipment & Components, Except Computer Equipment - 4.77%

                 

ADC Telecommunications Incorporated†

               —      —  

Advanced Micro Devices IncorporatedǠ

         26,212    345,998    26,212    345,998

Altera Corporation«

         16,970    408,638    16,970    408,638

Analog Devices Incorporated«

         14,830    536,253    14,830    536,253

Broadcom Corporation Class A†

         22,356    814,653    22,356    814,653

Ciena CorporationǠ

         4,096    155,976    4,096    155,976

Cisco Systems Incorporated†

   48,900    1,619,079    290,284    9,611,303    339,184    11,230,382

Cooper Industries Limited Class A

         8,754    447,242    8,754    447,242

Emerson Electric Company

   20,600    1,096,332    37,746    2,008,842    58,346    3,105,174

General Electric Company

   60,100    2,488,140    488,321    20,216,489    548,421    22,704,629

Harman International Industries Incorporated

         3,109    268,991    3,109    268,991

Jabil Circuit Incorporated«

         9,891    225,910    9,891    225,910

JDS Uniphase CorporationǠ

         10,087    150,902    10,087    150,902

KLA-Tencor Corporation

         9,205    513,455    9,205    513,455

L-3 Communications Holdings Incorporated

         6,007    613,555    6,007    613,555

Linear Technology Corporation«

         10,580    370,194    10,580    370,194

LSI Logic CorporationǠ

         34,126    253,215    34,126    253,215

MEMC Electronic Materials Incorporated†

         10,727    631,391    10,727    631,391

Microchip Technology Incorporated

         10,362    376,348    10,362    376,348

Micron Technology IncorporatedǠ

         36,071    400,388    36,071    400,388

Molex Incorporated

         6,843    184,282    6,843    184,282

Motorola Incorporated

         110,311    2,044,063    110,311    2,044,063

National Semiconductor Corporation

         11,457    310,714    11,457    310,714

Network Appliance Incorporated†

         16,957    456,313    16,957    456,313

Nokia Oyj ADR

   29,100    1,103,763          29,100    1,103,763

Novellus Systems Incorporated†

         5,900    160,834    5,900    160,834

NVIDIA Corporation†

         26,155    947,857    26,155    947,857

QLogic CorporationǠ

         7,002    94,177    7,002    94,177

QUALCOMM Incorporated

         79,792    3,372,010    79,792    3,372,010

Rockwell Collins Incorporated

         7,943    580,157    7,943    580,157

Tellabs IncorporatedǠ

         20,888    198,854    20,888    198,854

Texas Instruments Incorporated

   23,900    874,501    68,108    2,492,072    92,008    3,366,573

Tyco Electronics Limited

         23,695    839,514    23,695    839,514

Whirlpool Corporation«

         3,718    331,284    3,718    331,284

Xilinx Incorporated

         14,102    368,626    14,102    368,626

Total Electronic & Other Electrical Equipment & Components, Except Computer Equipment

      7,181,815       50,730,500       57,912,315

Engineering, Accounting, Research Management & Related Services - 0.15%

                 

Fluor Corporation«

         4,208    605,868    4,208    605,868

Moody’s Corporation«

         10,557    532,073    10,557    532,073

Paychex Incorporated

         16,211    664,651    16,211    664,651

Total Engineering, Accounting, Research Management & Related Services

      —         1,802,592       1,802,592

Fabricated Metal Products, Except Machinery & Transportation Equipment - 0.25%

                 

Ball Corporation

         4,880    262,300    4,880    262,300

Fortune Brands Incorporated

   11,000    896,390    7,300    594,877    18,300    1,491,267

Illinois Tool Works Incorporated

         19,995    1,192,502    19,995    1,192,502

Snap-On Incorporated

         2,760    136,730    2,760    136,730

Total Fabricated Metal Products, Except Machinery & Transportation Equipment

      896,390       2,186,409       3,082,799

Financial Services - 0.02%

                 

Janus Capital Group Incorporated«

         7,522    212,722    7,522    212,722

Total Financial Services

      —         212,722       212,722

Food & Kindred Products - 2.08%

                 

Anheuser-Busch Companies Incorporated

         35,723    1,785,793    35,723    1,785,793

Archer Daniels Midland Company

         30,672    1,014,630    30,672    1,014,630

Campbell Soup Company

         10,709    396,233    10,709    396,233

The Coca-Cola Company

   9,500    545,965    94,825    5,449,593    104,325    5,995,558

Coca-Cola Enterprises Incorporated

         13,585    329,029    13,585    329,029

ConAgra Foods Incorporated

         23,343    609,953    23,343    609,953

Constellation Brands Incorporated Class AǠ

         9,246    223,846    9,246    223,846

General Mills Incorporated

         15,736    912,845    15,736    912,845


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

H.J. Heinz Company

         15,210    702,702    15,210    702,702

Hercules Incorporated

         5,528    116,199    5,528    116,199

The Hershey Company

         8,056    373,879    8,056    373,879

Kellogg Company«

         12,644    708,064    12,644    708,064

Kraft Foods Incorporated Class A

   8,165    281,774    75,144    2,593,219    83,309    2,874,993

McCormick & Company Incorporated

         6,180    222,295    6,180    222,295

Molson Coors Brewing Company

         3,248    323,728    3,248    323,728

Pepsi Bottling Group Incorporated

         6,677    248,184    6,677    248,184

PepsiCo Incorporated

   18,500    1,355,310    77,006    5,641,460    95,506    6,996,770

Sara Lee Corporation«

         34,530    576,306    34,530    576,306

Tyson Foods Incorporated Class A

         13,109    233,996    13,109    233,996

Wm. Wrigley Jr. Company«

         10,353    664,973    10,353    664,973

Total Food & Kindred Products

      2,183,049       23,126,927       25,309,976

Food Stores - 0.28%

                 

Kroger Company

         33,718    961,637    33,718    961,637

Safeway Incorporated

   14,000    463,540    20,927    692,893    34,927    1,156,433

Starbucks Corporation†

         35,520    930,624    35,520    930,624

Whole Foods Market Incorporated«

         6,623    324,262    6,623    324,262

Total Food Stores

      463,540       2,909,416       3,372,956

Forestry - 0.06%

                 

Weyerhaeuser Company

         10,287    743,750    10,287    743,750

Total Forestry

      —         743,750       743,750

Furniture & Fixtures - 0.08%

                 

Leggett & Platt Incorporated«

         8,326    159,526    8,326    159,526

Masco Corporation

         17,497    405,405    17,497    405,405

Newell Rubbermaid Incorporated«

         13,168    379,502    13,168    379,502

Total Furniture & Fixtures

      —         944,433       944,433

General Merchandise Stores - 0.95%

                 

Big Lots IncorporatedǠ

         4,850    144,724    4,850    144,724

Family Dollar Stores Incorporated«

         6,938    184,273    6,938    184,273

Macy’s Incorporated

         20,661    667,764    20,661    667,764

JC Penney Company Incorporated

         10,563    669,377    10,563    669,377

Sears Holdings CorporationǠ

         3,608    458,938    3,608    458,938

TJX Companies Incorporated

         21,190    615,993    21,190    615,993

Target Corporation

   19,400    1,233,258    40,348    2,564,922    59,748    3,798,180

Wal-Mart Stores Incorporated

         114,393    4,993,254    114,393    4,993,254

Total General Merchandise Stores

      1,233,258       10,299,245       11,532,503

Health Services - 0.16%

                 

Cardinal Health Incorporated

         17,373    1,086,334    17,373    1,086,334

Laboratory Corporation of America Holdings†

         5,590    437,306    5,590    437,306

Manor Care Incorporated«

         3,488    224,627    3,488    224,627

Tenet Healthcare Corporation†

         22,583    75,879    22,583    75,879

Watson Pharmaceuticals IncorporatedǠ

         4,885    158,274    4,885    158,274

Total Health Services

      —         1,982,420       1,982,420

Holding & Other Investment Offices - 0.65%

                 

Apartment Investment & Management Company Class A

         4,610    208,049    4,610    208,049

Archstone-Smith Trust†

         10,658    640,972    10,658    640,972

AvalonBay Communities Incorporated

         3,800    448,628    3,800    448,628

Boston Properties Incorporated

         5,673    589,425    5,673    589,425

Developers Diversified Realty Corporation

         5,919    330,695    5,919    330,695

Equity Residential

         13,207    559,449    13,207    559,449

General Growth Properties Incorporated«

         11,704    627,568    11,704    627,568

Host Hotels & Resorts Incorporated

         24,890    558,532    24,890    558,532

Kimco Realty Corporation

         12,020    543,424    12,020    543,424

Plum Creek Timber Company«

         8,320    372,403    8,320    372,403

ProLogis«

         12,246    812,522    12,246    812,522

Public Storage Incorporated

         5,932    466,552    5,932    466,552

Simon Property Group Incorporated

         10,646    1,064,600    10,646    1,064,600

Vornado Realty Trust«

         6,375    697,106    6,375    697,106

Total Holding & Other Investment Offices

      —         7,919,925       7,919,925

Home Furniture, Furnishings & Equipment Stores - 0.11%

                 

Bed Bath & Beyond Incorporated†

         12,932    441,240    12,932    441,240

Best Buy Company Incorporated

         18,971    873,045    18,971    873,045

Circuit City Stores Incorporated

         8,031    63,525    8,031    63,525

Total Home Furniture, Furnishings & Equipment Stores

      —         1,377,810       1,377,810

Hotels, Rooming Houses, Camps & Other Lodge Places - 0.20%

                 

Hilton Hotels Corporation«

         18,605    864,946    18,605    864,946

Marriott International Incorporated Class A

         15,229    662,005    15,229    662,005

Starwood Hotels & Resorts Worldwide Incorporated

         10,000    607,500    10,000    607,500

Wyndham Worldwide Corporation

         8,511    278,827    8,511    278,827

Total Hotels, Rooming Houses, Camps & Other Lodge Places

      —         2,413,278       2,413,278


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Industrial & Commercial Machinery & Computer Equipment - 4.62%

                 

3M Company

   9,800    917,084    34,114    3,192,388    43,914    4,109,472

American Standard Companies Incorporated

         8,649    308,077    8,649    308,077

Apple Incorporated†

         41,446    6,363,619    41,446    6,363,619

Applied Materials Incorporated

         65,678    1,359,535    65,678    1,359,535

Baker Hughes Incorporated«

         15,229    1,376,245    15,229    1,376,245

Black & Decker Corporation

         3,131    260,812    3,131    260,812

Caterpillar Incorporated

   5,000    392,150    30,461    2,389,056    35,461    2,781,206

Cummins Incorporated

         4,958    634,079    4,958    634,079

Deere & Company

         10,574    1,569,393    10,574    1,569,393

Dell Incorporated†

         108,262    2,988,031    108,262    2,988,031

Dover Corporation

         9,749    496,712    9,749    496,712

Eaton Corporation

         6,943    687,635    6,943    687,635

EMC Corporation

         99,954    2,079,043    99,954    2,079,043

Hewlett-Packard Company

   34,800    1,732,692    122,867    6,117,548    157,667    7,850,240

Ingersoll-Rand Company Limited Class A«

         13,661    744,115    13,661    744,115

Intel Corporation

   52,500    1,357,650    278,327    7,197,536    330,827    8,555,186

International Business Machines Corporation«

   12,200    1,437,160    64,835    7,637,563    77,035    9,074,723

Lexmark International Incorporated†

         4,503    187,010    4,503    187,010

National Oilwell Varco Incorporated†

         8,488    1,226,516    8,488    1,226,516

Pall Corporation

         5,842    227,254    5,842    227,254

Parker Hannifin Corporation«

         5,536    619,091    5,536    619,091

Pitney Bowes Incorporated«

         10,479    475,956    10,479    475,956

SanDisk CorporationǠ

         10,858    598,276    10,858    598,276

Smith International Incorporated

         9,556    682,298    9,556    682,298

Solectron Corporation†

         43,556    169,868    43,556    169,868

Stanley Works

         3,912    219,581    3,912    219,581

Terex Corporation†

         4,856    432,281    4,856    432,281

Total Industrial & Commercial Machinery & Computer Equipment

      5,836,736       50,239,518       56,076,254

Insurance Agents, Brokers & Service - 0.19%

                 

AON Corporation«

         13,953    625,234    13,953    625,234

Humana Incorporated†

         8,033    561,346    8,033    561,346

Marsh & McLennan Companies Incorporated

         25,831    658,691    25,831    658,691

UnumProvident Corporation

         17,195    420,762    17,195    420,762

Total Insurance Agents, Brokers & Service

      —         2,266,033       2,266,033

Insurance Carriers - 3.30%

                 

ACE Limited

         15,680    949,738    15,680    949,738

Aetna Incorporated

         24,372    1,322,668    24,372    1,322,668

AFLAC Incorporated«

         23,280    1,327,891    23,280    1,327,891

Allstate Corporation

   8,000    457,520    27,880    1,594,457    35,880    2,051,977

Ambac Financial Group Incorporated«

         4,848    304,988    4,848    304,988

American International Group Incorporated

   17,900    1,210,935    122,215    8,267,845    140,115    9,478,780

Assurant Incorporated«

         4,598    245,993    4,598    245,993

Chubb Corporation

         18,744    1,005,428    18,744    1,005,428

CIGNA Corporation

         13,480    718,349    13,480    718,349

Cincinnati Financial Corporation

         8,197    355,016    8,197    355,016

Genworth Financial Incorporated

         21,097    648,311    21,097    648,311

Hartford Financial Services Group Incorporated

         15,140    1,401,207    15,140    1,401,207

Leucadia National Corporation

         7,846    378,334    7,846    378,334

Lincoln National Corporation

         12,899    850,947    12,899    850,947

Loews Corporation

         21,188    1,024,440    21,188    1,024,440

MBIA Incorporated«

         6,030    368,132    6,030    368,132

MetLife Incorporated

   17,500    1,220,275    35,404    2,468,721    52,904    3,688,996

MGIC Investment Corporation«

         3,905    126,171    3,905    126,171

Principal Financial Group Incorporated

         12,658    798,593    12,658    798,593

Prudential Financial Incorporated«

         21,875    2,134,563    21,875    2,134,563

SAFECO Corporation

         4,961    303,712    4,961    303,712

The Progressive Corporation

         34,509    669,820    34,509    669,820

The Travelers Companies Incorporated

   13,900    699,726    31,288    1,575,038    45,188    2,274,764

Torchmark Corporation

         4,560    284,179    4,560    284,179

UnitedHealth Group Incorporated

   12,000    581,160    63,142    3,057,967    75,142    3,639,127

WellPoint Incorporated†

   9,800    773,416    28,777    2,271,081    38,577    3,044,497

XL Capital Limited Class A

         8,661    685,951    8,661    685,951

Total Insurance Carriers

      4,943,032       35,139,540       40,082,572

Leather & Leather Products - 0.07%

                 

Coach IncorporatedǠ

         17,781    840,508    17,781    840,508

Total Leather & Leather Products

      —         840,508       840,508

Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods - 0.93%

                 

Agilent Technologies IncorporatedǠ

         18,422    679,403    18,422    679,403

Applera Corporation-Applied Biosystems Group

         8,739    302,719    8,739    302,719

Bausch & Lomb Incorporated

         2,641    169,024    2,641    169,024

Becton Dickinson & Company

   5,500    451,275    11,599    951,698    17,099    1,402,973

Boston Scientific Corporation†

         63,581    886,955    63,581    886,955


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

C.R. Bard Incorporated«

         4,925    434,336    4,925    434,336

Covidien Limited

         23,694    983,301    23,694    983,301

Danaher Corporation

         11,749    971,760    11,749    971,760

Eastman Kodak Company«

         13,678    366,023    13,678    366,023

Millipore CorporationǠ

         2,571    194,882    2,571    194,882

PerkinElmer Incorporated

         5,781    168,863    5,781    168,863

Quest Diagnostics Incorporated

         7,450    430,387    7,450    430,387

Raytheon Company

         20,842    1,330,136    20,842    1,330,136

Rockwell Automation Incorporated«

   11,000    764,610    7,270    505,338    18,270    1,269,948

Tektronix Incorporated

         3,618    100,363    3,618    100,363

Teradyne Incorporated†

         9,039    124,738    9,039    124,738

Thermo Fisher Scientific Incorporated†

         20,330    1,173,448    20,330    1,173,448

Waters Corporation†

         4,756    318,272    4,756    318,272

Total Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods

      1,215,885       10,091,646       11,307,531

Medical Equipment & Supplies - 0.37%

                 

Medtronic Incorporated

   9,400    530,254    54,051    3,049,017    63,451    3,579,271

St. Jude Medical Incorporated†

         16,247    716,005    16,247    716,005

Varian Medical Systems Incorporated†

         6,024    252,345    6,024    252,345

Total Medical Equipment & Supplies

      530,254       4,017,367       4,547,621

Medical Management Services - 0.19%

                 

Coventry Health Care Incorporated†

         7,448    463,340    7,448    463,340

Express Scripts Incorporated†

         12,288    685,916    12,288    685,916

Medco Health Solutions IncorporatedǠ

         12,904    1,166,393    12,904    1,166,393

Total Medical Management Services

      —         2,315,649       2,315,649

Medical Products - 0.86%

                 

Allergan Incorporated

         14,655    944,808    14,655    944,808

Baxter International Incorporated

         30,727    1,729,316    30,727    1,729,316

Merck & Company Incorporated

   14,700    759,843    103,723    5,361,442    118,423    6,121,285

Stryker Corporation«

         11,307    777,469    11,307    777,469

Zimmer Holdings Incorporated†

         11,256    911,623    11,256    911,623

Total Medical Products

      759,843       9,724,658       10,484,501

Metal Mining - 0.24%

                 

Freeport-McMoRan Copper & Gold Incorporated Class B

         18,192    1,908,159    18,192    1,908,159

Newmont Mining Corporation

         21,519    962,545    21,519    962,545

Total Metal Mining

      —         2,870,704       2,870,704

Mining & Quarrying of Nonmetallic Minerals, Except Fuels - 0.03%

                 

Vulcan Materials Company

         4,553    405,900    4,553    405,900

Total Mining & Quarrying of Nonmetallic Minerals, Except Fuels

      —         405,900       405,900

Miscellaneous Manufacturing Industries - 0.17%

                 

Hasbro Incorporated

         7,624    212,557    7,624    212,557

Mattel Incorporated

         18,806    441,189    18,806    441,189

Tiffany & Company«

         6,516    341,113    6,516    341,113

Tyco International Limited

         23,692    1,050,503    23,692    1,050,503

Total Miscellaneous Manufacturing Industries

      —         2,045,362       2,045,362

Miscellaneous Retail - 0.74%

                 

CVS Caremark Corporation

   21,000    832,230    70,578    2,797,006    91,578    3,629,236

Costco Wholesale Corporation

   8,500    521,645    20,871    1,280,853    29,371    1,802,498

Dillard’s Incorporated Class A

         2,899    63,285    2,899    63,285

Office Depot Incorporated†

         12,999    268,039    12,999    268,039

OfficeMax Incorporated

         3,590    123,029    3,590    123,029

RadioShack Corporation«

         6,566    135,654    6,566    135,654

Staples Incorporated

         34,025    731,197    34,025    731,197

Walgreen Company

         47,356    2,237,097    47,356    2,237,097

Total Miscellaneous Retail

      1,353,875       7,636,160       8,990,035

Motion Pictures - 0.87%

                 

Walt Disney Company

   25,000    859,750    92,502    3,181,144    117,502    4,040,894

News Corporation Class A«

         110,330    2,426,157    110,330    2,426,157

Time Warner Incorporated

   45,100    828,036    177,734    3,263,196    222,834    4,091,232

Total Motion Pictures

      1,687,786       8,870,497       10,558,283

Motor Freight Transportation & Warehousing - 0.50%

                 

FedEx Corporation

         14,715    1,541,396    14,715    1,541,396

United Parcel Service Incorporated Class B«

   9,700    728,470    50,031    3,757,328    59,731    4,485,798

Total Motor Freight Transportation & Warehousing

      728,470       5,298,724       6,027,194

Non-Depository Credit Institutions - 1.06%

                 

American Capital Strategies Limited«

         8,956    382,690    8,956    382,690

American Express Company

   14,500    860,865    56,374    3,346,924    70,874    4,207,789

CIT Group Incorporated

         9,093    365,539    9,093    365,539

Capital One Financial Corporation«

         19,906    1,322,356    19,906    1,322,356

Countrywide Financial Corporation«

         27,453    521,882    27,453    521,882

Discover Financial Services

         22,744    473,075    22,744    473,075

Freddie Mac

         30,984    1,828,366    30,984    1,828,366

Fannie Mae

         46,393    2,821,158    46,393    2,821,158

SLM CorporationǠ

         19,664    976,711    19,664    976,711


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Total Non-Depository Credit Institutions

      860,865       12,038,701       12,899,566

Office Equipment - 0.06%

                 

Xerox Corporation

         44,601    773,381    44,601    773,381

Total Office Equipment

      —         773,381       773,381

Oil & Gas Extraction - 1.97%

                 

Anadarko Petroleum Corporation«

         22,108    1,188,305    22,108    1,188,305

Apache Corporation

         15,823    1,425,019    15,823    1,425,019

BJ Services Company«

         13,898    368,992    13,898    368,992

Chesapeake Energy Corporation

         19,554    689,474    19,554    689,474

Devon Energy Corporation

         21,255    1,768,416    21,255    1,768,416

ENSCO International Incorporated

         7,053    395,673    7,053    395,673

EOG Resources Incorporated«

         11,667    843,874    11,667    843,874

Halliburton Company

   27,800    1,067,520    42,424    1,629,082    70,224    2,696,602

Nabors Industries LimitedǠ

         13,401    412,349    13,401    412,349

Noble Corporation

         12,795    627,595    12,795    627,595

Occidental Petroleum Corporation

         39,592    2,537,055    39,592    2,537,055

Rowan Companies Incorporated

         5,266    192,630    5,266    192,630

Schlumberger Limited«

   10,300    1,081,500    56,812    5,965,260    67,112    7,046,760

Transocean IncorporatedǠ

         13,786    1,558,507    13,786    1,558,507

Weatherford International Limited†

         16,060    1,078,911    16,060    1,078,911

XTO Energy Incorporated

         18,388    1,137,093    18,388    1,137,093

Total Oil & Gas Extraction

      2,149,020       21,818,235       23,967,255

Paper & Allied Products - 0.13%

                 

Bemis Company Incorporated«

         4,980    144,968    4,980    144,968

International Paper Company«

         20,475    734,438    20,475    734,438

MeadWestvaco Corporation

         8,741    258,122    8,741    258,122

Pactiv Corporation†

         6,230    178,552    6,230    178,552

Temple-Inland Incorporated

         5,050    265,782    5,050    265,782

Total Paper & Allied Products

      —         1,581,862       1,581,862

Personal Services - 0.05%

                 

H & R Block Incorporated«

         15,471    327,676    15,471    327,676

Cintas Corporation«

         6,429    238,516    6,429    238,516

Total Personal Services

      —         566,192       566,192

Petroleum Refining & Related Industries - 4.39%

                 

Ashland Incorporated

         2,664    160,399    2,664    160,399

Chevron Corporation

   15,700    1,469,206    101,594    9,507,167    117,294    10,976,373

ConocoPhillips

   13,800    1,211,226    77,549    6,806,476    91,349    8,017,702

Exxon Mobil Corporation

   32,300    2,989,688    264,328    24,466,200    296,628    27,455,888

Hess Corporation

         13,184    877,132    13,184    877,132

Marathon Oil Corporation«

   14,600    832,492    32,460    1,850,869    47,060    2,683,361

Murphy Oil Corporation«

         8,983    627,822    8,983    627,822

Sunoco Incorporated

         5,736    405,994    5,736    405,994

Tesoro Petroleum Corporation

         6,521    300,096    6,521    300,096

Valero Energy Corporation

         26,394    1,773,149    26,394    1,773,149

Total Petroleum Refining & Related Industries

      6,502,612       46,775,304       53,277,916

Pipelines - 0.08%

                 

The Williams Companies Incorporated

         28,606    974,320    28,606    974,320

Total Pipelines

      —         974,320       974,320

Primary Metal Industries - 0.38%

                 

Alcoa Incorporated

         42,132    1,648,204    42,132    1,648,204

Allegheny Technologies Incorporated«

         4,871    535,566    4,871    535,566

Nucor Corporation

         13,720    815,928    13,720    815,928

Precision Castparts Corporation

         6,570    972,229    6,570    972,229

United States Steel Corporation

         5,633    596,760    5,633    596,760

Total Primary Metal Industries

      —         4,568,687       4,568,687

Printing, Publishing & Allied Industries - 0.39%

                 

CBS Corporation Class B«

         32,642    1,028,223    32,642    1,028,223

Dow Jones & Company Incorporated

         3,109    185,607    3,109    185,607

E.W. Scripps Company Class A«

         4,277    179,634    4,277    179,634

Gannett Company Incorporated«

         11,099    485,028    11,099    485,028

McGraw-Hill Companies Incorporated

         16,151    822,247    16,151    822,247

Meredith Corporation

         1,833    105,031    1,833    105,031

New York Times Company Class A«

         6,859    135,534    6,859    135,534

RR Donnelley & Sons Company

         10,585    386,988    10,585    386,988

Tribune Company«

         3,668    100,210    3,668    100,210

Viacom Incorporated Class BǠ

         32,723    1,275,215    32,723    1,275,215

Total Printing, Publishing & Allied Industries

      —         4,703,717       4,703,717

Railroad Transportation - 0.37%

                 

Burlington Northern Santa Fe Corporation

         14,317    1,162,111    14,317    1,162,111

CSX Corporation

         20,922    893,997    20,922    893,997

Norfolk Southern Corporation

         18,758    973,728    18,758    973,728

Union Pacific Corporation

         12,696    1,435,410    12,696    1,435,410

Total Railroad Transportation

      —         4,465,246       4,465,246

Real Estate - 0.02%

                 

CB Richard Ellis Group Incorporated Class A†

         9,397    261,616    9,397    261,616

Total Real Estate

      —         261,616       261,616


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Rubber & Miscellaneous Plastics Products - 0.04%

                 

The Goodyear Tire & Rubber Company«†

         10,056    305,803    10,056    305,803

Sealed Air Corporation

         7,697    196,735    7,697    196,735

Total Rubber & Miscellaneous Plastics Products

      —         502,538       502,538

Security & Commodity Brokers, Dealers, Exchanges & Services - 1.77%

                 

Ameriprise Financial Incorporated

         11,213    707,652    11,213    707,652

Bear Stearns Companies Incorporated«

         5,534    679,631    5,534    679,631

Charles Schwab Corporation

         45,169    975,650    45,169    975,650

CME Group Incorporated

         2,531    1,486,583    2,531    1,486,583

E*TRADE Financial CorporationǠ

         20,267    264,687    20,267    264,687

Federated Investors Incorporated Class B

         4,172    165,628    4,172    165,628

Franklin Resources Incorporated

         7,736    986,340    7,736    986,340

Goldman Sachs Group Incorporated

   4,500    975,330    19,333    4,190,234    23,833    5,165,564

InterContinental Exchange Incorporated†

         3,302    501,574    3,302    501,574

Legg Mason Incorporated

         6,327    533,303    6,327    533,303

Lehman Brothers Holdings Incorporated

   7,600    469,148    25,296    1,561,522    32,896    2,030,670

Merrill Lynch & Company Incorporated

   6,700    477,576    41,077    2,927,969    47,777    3,405,545

Morgan Stanley

   12,100    762,300          12,100    762,300

Morgan Stanley«

         50,163    3,160,269    50,163    3,160,269

T. Rowe Price Group Incorporated«

         12,637    703,755    12,637    703,755

Total Security & Commodity Brokers, Dealers, Exchanges & Services

      2,684,354       18,844,797       21,529,151

Stone, Clay, Glass & Concrete Products - 0.15%

                 

Corning Incorporated

         74,967    1,847,937    74,967    1,847,937

Total Stone, Clay, Glass & Concrete Products

      —         1,847,937       1,847,937

Tobacco Products - 0.72%

                 

Altria Group Incorporated

   11,600    806,548    100,331    6,976,014    111,931    7,782,562

Reynolds American Incorporated«

         8,154    518,513    8,154    518,513

UST Incorporated

         7,595    376,712    7,595    376,712

Total Tobacco Products

      806,548       7,871,239       8,677,787

Transportation By Air - 0.04%

                 

Southwest Airlines Company

         35,616    527,117    35,616    527,117

Total Transportation By Air

      —         527,117       527,117

Transportation Equipment - 2.05%

                 

Boeing Company

         37,350    3,921,377    37,350    3,921,377

Brunswick Corporation«

         4,237    96,858    4,237    96,858

Ford Motor CompanyǠ

         100,064    849,543    100,064    849,543

General Dynamics Corporation

   7,400    625,078    19,335    1,633,227    26,735    2,258,305

General Motors Corporation«

         26,968    989,726    26,968    989,726

Genuine Parts Company

         8,098    404,900    8,098    404,900

Goodrich Corporation

         5,968    407,197    5,968    407,197

Harley-Davidson Incorporated

   3,500    161,735    11,971    553,180    15,471    714,915

Honeywell International Incorporated

   20,800    1,236,976    35,667    2,121,116    56,467    3,358,092

ITT Corporation

         8,630    586,236    8,630    586,236

Johnson Controls Incorporated

         9,436    1,114,486    9,436    1,114,486

Lockheed Martin Corporation

         16,547    1,795,184    16,547    1,795,184

Northrop Grumman Corporation

         16,379    1,277,562    16,379    1,277,562

Paccar Incorporated«

         11,847    1,009,957    11,847    1,009,957

Textron Incorporated

         11,900    740,299    11,900    740,299

United Technologies Corporation

   19,200    1,545,216    47,267    3,804,048    66,467    5,349,264

Total Transportation Equipment

      3,569,005       21,304,896       24,873,901

Transportation Services - 0.04%

                 

C.H. Robinson Worldwide Incorporated

         8,225    446,535    8,225    446,535

Total Transportation Services

      —         446,535       446,535

Travel & Recreation - 0.08%

                 

Carnival Corporation«

         20,795    1,007,102    20,795    1,007,102

Total Travel & Recreation

      —         1,007,102       1,007,102

Wholesale Trade Non-Durable Goods - 0.43%

                 

AmerisourceBergen Corporation

         8,586    389,203    8,586    389,203

Brown-Forman Corporation Class B«

         4,121    308,704    4,121    308,704

Dean Foods Company†

         6,172    157,880    6,172    157,880

McKesson Corporation

         14,107    829,351    14,107    829,351

Nike Incorporated Class B

   9,600    563,136    18,426    1,080,869    28,026    1,644,005

SUPERVALU Incorporated

         10,013    390,607    10,013    390,607

Sysco Corporation

   13,000    462,670    29,070    1,034,601    42,070    1,497,271

Total Wholesale Trade Non-Durable Goods

      1,025,806       4,191,215       5,217,021

Wholesale Trade-Durable Goods - 0.16%

                 

Kimberly-Clark Corporation

         20,284    1,425,154    20,284    1,425,154

Patterson Companies Incorporated†

         6,669    257,490    6,669    257,490

W.W. Grainger Incorporated

         3,418    311,687    3,418    311,687

Total Wholesale Trade-Durable Goods

      —         1,994,331       1,994,331
                             

Total Common Stocks ( Cost $57,664,427, $509,280,832 and $566,945,259, respectively)

      74,818,829       641,938,359       716,757,188
                             


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Corporate Bonds & Notes - 1.08%

                 

Agricultural Production Crops - 0.02%

                 

Bunge Limited Finance Corporation , 4.375% , Due 12/15/2008

   275,000    272,032          275,000    272,032

Total Agricultural Production Crops

   275,000    272,032       —         272,032

Chemicals & Allied Products - 0.02%

                 

Johnson & Johnson , 5.55% , Due 8/15/2017

   185,000    187,937          185,000    187,937

Total Chemicals & Allied Products

   185,000    187,937       —         187,937

Communications - 0.15%

                 

British Telecommunications plc , 8.625% , Due 12/15/2010

   265,000    291,751          265,000    291,751

Comcast Corporation , 5.875% , Due 2/15/2018

   260,000    255,747          260,000    255,747

Telecom Italia Capital SA , 5.25% , Due 11/15/2013

   45,000    43,672          45,000    43,672

Time Warner Cable Incorporated , 5.85% , Due 5/1/2017††

   135,000    131,248          135,000    131,248

Valor Telecommunications Enterprises , 7.75% , Due 2/15/2015

   235,000    246,297          235,000    246,297

Verizon (Florida) Incorporated Series F , 6.125% , Due 1/15/2013

   235,000    243,078          235,000    243,078

Verizon (Virginia) Incorporated Series A , 4.625% , Due 3/15/2013

   275,000    265,460          275,000    265,460

Vodafone Group plc , 7.75% , Due 2/15/2010

   280,000    295,630          280,000    295,630

Total Communications

   1,730,000    1,772,883       —         1,772,883

Depository Institutions - 0.19%

                 

Citigroup Incorporated , 6.00% , Due 8/15/2017«

   375,000    383,709          375,000    383,709

JPMorgan Chase & Company , 5.125% , Due 9/15/2014«

   545,000    531,576          545,000    531,576

JPMorgan Chase & Company , 6.625% , Due 3/15/2012

   300,000    314,903          300,000    314,903

M&T Bank Corporation , 3.85% , Due 4/1/2013±††

   250,000    247,695          250,000    247,695

Wachovia Corporation , 5.75% , Due 6/15/2017«

   510,000    511,932          510,000    511,932

Washington Mutual Bank , 5.125% , Due 1/15/2015

   290,000    270,105          290,000    270,105

Total Depository Institutions

   2,270,000    2,259,920       —         2,259,920

Electric, Gas & Sanitary Services - 0.11%

                 

Carolina Power & Light Company , 6.5% , Due 7/15/2012

   190,000    199,283          190,000    199,283

CenterPoint Energy Houston Electric LLC Series J2 , 5.70% , Due 3/15/2013«

   260,000    260,485          260,000    260,485

MidAmerican Energy Holdings , 5.875% , Due 10/1/2012

   220,000    223,397          220,000    223,397

PSI Energy Incorporated , 6.05% , Due 6/15/2016

   250,000    251,164          250,000    251,164

Southwestern Electric Power , 4.9% , Due 7/1/2015

   365,000    339,764          365,000    339,764

Total Electric, Gas & Sanitary Services

   1,285,000    1,274,093       —         1,274,093

Electronic & Other Electrical Equipment & Components, Except Computer Equipment - 0.05%

                 

Cisco Systems Incorporated , 5.50% , Due 2/22/2016«

   220,000    218,529          220,000    218,529

General Electric Capital Corporation Series MTN , 5.65% , Due 6/9/2014«

   390,000    394,274          390,000    394,274

Total Electronic & Other Electrical Equipment & Components, Except Computer Equipment

   610,000    612,803       —         612,803

Food & Kindred Products - 0.04%

                 

HJ Heinz Company , 6.428% , Due 12/1/2008††

   200,000    203,164          200,000    203,164

Miller Brewing Corporation , 5.50% , Due 8/15/2013††

   265,000    259,735          265,000    259,735

Total Food & Kindred Products

   465,000    462,899       —         462,899

Food Stores - 0.03%

                 

Kroger Company , 6.75% , Due 4/15/2012

   170,000    178,767          170,000    178,767

Safeway Incorporated , 5.625% , Due 8/15/2014

   235,000    231,687          235,000    231,687

Total Food Stores

   405,000    410,454       —         410,454

Holding & Other Investment Offices - 0.04%

                 

ERP Operating LP , 5.125% , Due 3/15/2016

   210,000    194,624          210,000    194,624

Simon Property Group LP , 6.375% , Due 11/15/2007

   260,000    260,109          260,000    260,109

Total Holding & Other Investment Offices

   470,000    454,733       —         454,733

Insurance Carriers - 0.03%

                 

ING (USA) Global Funding Trust , 4.50% , Due 10/1/2010

   250,000    247,445          250,000    247,445

Willis North America Incorporated , 6.20% , Due 3/28/2017

   175,000    173,639          175,000    173,639

Total Insurance Carriers

   425,000    421,084       —         421,084

Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods - 0.02%

                 

Fisher Scientific International Incorporated , 6.125% , Due 7/1/2015

   285,000    279,801          285,000    279,801

Total Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods

   285,000    279,801       —         279,801

Miscellaneous Retail - 0.01%

                 

CVS Caremark Corporation , 5.75% , Due 6/1/2017

   160,000    156,168          160,000    156,168

Total Miscellaneous Retail

   160,000    156,168       —         156,168

Non-Depository Credit Institutions - 0.10%

                 

General Electric Capital Corporation Series MTN , 5.625% , Due 9/15/2017«

   255,000    254,930          255,000    254,930

General Electric Capital Corporation Series MTNA , 6.50% , Due 12/10/2007

   250,000    250,518          250,000    250,518


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

General Motors Acceptance Corporation , 6.875% , Due 9/15/2011«

   370,000    352,116          370,000    352,116

HSBC Finance Corporation , 5.90% , Due 6/19/2012

   405,000    410,179          405,000    410,179

Total Non-Depository Credit Institutions

   1,280,000    1,267,743       —         1,267,743

Oil & Gas Extraction - 0.06%

                 

Halliburton Company , 5.50% , Due 10/15/2010

   255,000    257,961          255,000    257,961

Pemex Project Funding Master Trust , 8% , Due 11/15/2011

   275,000    300,713          275,000    300,713

XTO Energy Incorporated , 5.30% , Due 6/30/2015

   225,000    216,303          225,000    216,303

Total Oil & Gas Extraction

   755,000    774,977       —         774,977

Railroad Transportation - 0.03%

                 

Union Pacific Corporation , 5.75% , Due 10/15/2007

   305,000    305,027          305,000    305,027

Total Railroad Transportation

   305,000    305,027       —         305,027

Real Estate Investment Trusts (REITS) - 0.03%

                 

AvalonBay Communities Series MTN , 6.625% , Due 9/15/2011

   240,000    249,522          240,000    249,522

International Lease Finance Corporation Series MTN , 5.65% , Due 6/1/2014

   175,000    173,050          175,000    173,050

Total Real Estate Investment Trusts (REITS)

   415,000    422,572       —         422,572

Security & Commodity Brokers, Dealers, Exchanges & Services - 0.13%

                 

Discover Financial Services , 6.45% , Due 6/12/2017††

   310,000    300,744          310,000    300,744

Goldman Sachs Group Incorporated , 5.125% , Due 1/15/2015

   550,000    528,090          550,000    528,090

Lehman Brothers Holdings Incorporated Series MTN , 6.00% , Due 7/19/2012«

   735,000    746,393          735,000    746,393

Total Security & Commodity Brokers, Dealers, Exchanges & Services

   1,595,000    1,575,227       —         1,575,227

Transportation Equipment - 0.02%

                 

DaimlerChrysler NA Holding Corporation , 7.75% , Due 1/18/2011

   190,000    203,551          190,000    203,551

Total Transportation Equipment

   190,000    203,551       —         203,551
                             

Total Corporate Bonds and Notes (Cost $13,129,751, $0 and $13,129,751, respectively)

      13,113,904       —         13,113,904
                             

Foreign Corporate Bonds - 0.13%

                 

Deutsche Telekom International Finance BV , 8% , Due 6/15/2010

   240,000    257,083          240,000    257,083

Diageo Capital plc , 4.375% , Due 5/3/2010

   280,000    276,228          280,000    276,228

Encana Corporation , 4.60% , Due 8/15/2009

   285,000    283,146          285,000    283,146

Telecom Italia Capital , 4.95% , Due 9/30/2014

   280,000    264,646          280,000    264,646

Telefonica Emisiones SAU , 5.984% , Due 6/20/2011

   265,000    269,612          265,000    269,612

Thomson Corporation , 5.70% , Due 10/1/2014

   255,000    252,838          255,000    252,838
                             

Total Foreign Corporate Bonds (Cost $1,610,394, $0 and $1,610,394, respectively)

      1,603,553       —         1,603,553
                             

Foreign Government Bonds - 0.03%

                 

ICICI Bank Limited , 6.625% , Due 10/3/2012††

   195,000    194,836          195,000    194,836

United Mexican States , 7.5% , Due 1/14/2012«

   160,000    174,880          160,000    174,880

United Mexican States , 5.625% , Due 1/15/2017

   40,000    39,880          40,000    39,880
                             

Total Foreign Government Bonds (Cost $407,144, $0 and $407,144, respectively)

      409,596       —         409,596
                             

US Treasury Securities - 36.08%

                 

US Treasury Bills - 1.23%

                 

US Treasury Bill , 3.732% , Due 10/25/2007^#

   10,000    9,975          10,000    9,975

US Treasury Bill , 3.995% , Due 2/7/2008^#

         13,525,000    13,338,314    13,525,000    13,338,314

US Treasury Bill , 4.168%, Due 02/07/2008^#

         95,000    93,689    95,000    93,689

US Treasury Bill , 4.625% , Due 3/31/2008

   660,000    661,547          660,000    661,547

US Treasury Bill , 4.754% , Due 11/8/2007^#

         305,000    303,768    305,000    303,768

US Treasury Bill , 4.828% , Due 10/25/2007^#

   10,000    9,974          10,000    9,974

US Treasury Bill , 4.887% , Due 11/8/2007^#

         510,000    507,939    510,000    507,939

Total US Treasury Bills

      681,496       14,243,710       14,925,206

US Treasury Bonds - 33.79%

                 

US Treasury Bond , 10.375% , Due 11/15/2012

   1,985,000    2,000,352          1,985,000    2,000,352

US Treasury Bond , 5.25% , Due 11/15/2028«

         39,694,000    41,604,274    39,694,000    41,604,274

US Treasury Bond , 5.25% , Due 2/15/2029«

         40,621,000    42,575,886    40,621,000    42,575,886

US Treasury Bond , 5.375% , Due 2/15/2031«

         63,016,000    67,456,675    63,016,000    67,456,675

US Treasury Bond , 5.50% , Due 8/15/2028«

         41,381,000    44,665,617    41,381,000    44,665,617

US Treasury Bond , 6.125% , Due 11/15/2027«

         79,398,000    91,872,140    79,398,000    91,872,140

US Treasury Bond , 6.125% , Due 8/15/2029«

         37,934,000    44,252,363    37,934,000    44,252,363

US Treasury Bond , 6.25% , Due 5/15/2030«

         63,017,000    74,911,459    63,017,000    74,911,459

US Treasury Bond , 8.75% , Due 5/15/2017«

   725,000    954,847          725,000    954,847

Total US Treasury Bonds

      2,955,199       407,338,414       410,293,613

US Treasury Notes - 1.07%

                 

US Treasury Note , 4.25% , Due 10/15/2010«

   6,676,000    6,718,246          6,676,000    6,718,246


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

US Treasury Note , 4.25% , Due 11/15/2013

   755,000    752,817          755,000    752,817

US Treasury Note , 4.50% , Due 2/15/2009«

   310,000    312,107          310,000    312,107

US Treasury Note , 4.625% , Due 12/31/2011«

   1,880,000    1,912,900          1,880,000    1,912,900

US Treasury Note , 4.625% , Due 2/15/2017«

   305,000    306,406          305,000    306,406

US Treasury Note , 4.75% , Due 8/15/2017«

   625,000    633,399          625,000    633,399

US Treasury Note , 4.875% , Due 6/30/2012«

   605,000    621,921          605,000    621,921

US Treasury Note , 4.875% , Due 8/15/2016«

   1,695,000    1,734,727          1,695,000    1,734,727

Total US Treasury Notes

      12,992,523       —         12,992,523
                             

Total US Treasury Securities (Cost $16,779,354, $404,812,098 and $421,591,452, respectively)

      16,629,218       421,582,124       438,211,342
                             

Collateral for Securities Lending - 44.87%

                 

Collateral Invested in Other Assets

                 

Alpine Securitization Corporation , 5.30% , Due 10/3/2007

   773,541    773,317    11,753,676    11,750,268    12,527,217    12,523,585

American Express Bank FSB Series BKNT , 5.23% , Due 11/21/2007±

   96,693    96,668    1,469,210    1,468,828    1,565,903    1,565,496

American General Finance Corporation , 5.48% , Due 1/18/2008±

   1,064    1,064    16,161    16,161    17,225    17,225

Atlantic Asset Securitization Corporation , 5.30% , Due 10/2/2007††

   290,078    290,035    4,407,629    4,406,967    4,697,707    4,697,002

Atlantic Asset Securitization Corporation , 5.30% , Due 10/24/2007

   314,164    313,112    4,773,609    4,757,617    5,087,773    5,070,729

Atlas Capital Funding Corporation , 5.12% , Due 4/25/2008±††

   386,771    386,759    5,876,838    5,876,662    6,263,609    6,263,421

Atlas Capital Funding Corporation Series MTN1 , 5.03% , Due 10/25/2007±††

   241,732    241,734    3,673,024    3,673,061    3,914,756    3,914,795

Bank of Montreal , 5.08% , Due 10/22/2007

   290,078    290,037    4,407,629    4,407,011    4,697,707    4,697,048

Barclays Repurchase Agreement - 102% collateralized (Maturity Value $870,365) , 5.40% , Due 10/1/2007; (Maturity Value for Asset Allocation $13,224,869)

   870,234    870,234    13,222,886    13,222,886    14,093,120    14,093,120

Barton Capital Corporation , 5.23% , Due 10/2/2007

   483,463    483,391    7,346,048    7,344,946    7,829,511    7,828,337

Barton Capital Corporation , 5.24% , Due 10/15/2007

   386,771    385,982    5,876,838    5,864,849    6,263,609    6,250,831

BASF Finance Europe NV , 5.35% , Due 10/17/2008±††

   483,463    483,507    7,346,048    7,346,709    7,829,511    7,830,216

Bear Stearns & Company Incorporated , 5.33% , Due 10/5/2007±

   241,732    241,732    3,673,024    3,673,024    3,914,756    3,914,756

Bear Stearns & Company Incorporated International Repurchase Agreement - 102% collateralized (Maturity Value $483,534) , 5.30% , Due 10/1/2007; (Maturity Value for Asset Allocation $7,347,130)

   483,463    483,463    7,346,048    7,346,048    7,829,511    7,829,511

Bear Stearns & Company Incorporated Repurchase Agreement - 102% collateralized (Maturity Value $1,208,838) , 5.35% , Due 10/1/2007; (Maturity Value for Asset Allocation $18,367,848)

   1,208,658    1,208,658    18,365,119    18,365,119    19,573,777    19,573,777

Bear Stearns & Company Incorporated Series MTN , 5.37% , Due 10/3/2007±

   466,542    466,542    7,088,936    7,088,936    7,555,478    7,555,478

BNP Paribas , 5.33% , Due 5/7/2008±

   290,078    289,872    4,407,629    4,404,499    4,697,707    4,694,371

BNP Paribas Repurchase Agreement - 102% collateralized (Maturity Value $483,535) , 5.33% , Due 10/1/2007; (Maturity Value for Asset Allocation $7,347,136)

   483,463    483,463    7,346,048    7,346,048    7,829,511    7,829,511

Cancara Asset Securitization Limited , 5.19% , Due 10/17/2007††

   145,039    144,701    2,203,814    2,198,679    2,348,853    2,343,380

Chariot Funding LLC , 5.31% , Due 10/9/2007††

   145,039    144,869    2,203,814    2,201,236    2,348,853    2,346,105

Chariot Funding LLC , 5.37% , Due 10/4/2007††

   386,771    386,601    5,876,838    5,874,252    6,263,609    6,260,853

Cheyne Finance LLC , 4.98% , Due 2/25/2008±††

   275,574    263,997    4,187,247    4,011,341    4,462,821    4,275,338

CIT Group Incorporated , 5.67% , Due 12/19/2007±

   96,693    96,173    1,469,210    1,461,320    1,565,903    1,557,493

Citigroup Repurchase Agreement - 102% collateralized (Maturity Value $2,175,907) , 5.33% , Due 10/1/2007; (Maturity Value for Asset Allocation $35,411,123)

   2,175,585    2,175,585    35,405,881    35,405,881    37,581,466    37,581,466

Clipper Receivables Corporation , 5.22% , Due 10/1/2007††

   48,346    48,346    734,605    734,605    782,951    782,951

Cobbler Funding Limited , 5.13% , Due 10/25/2007††

         54,688,984    54,497,572    54,688,984    54,497,572

Credit Agricole SA , 5.49% , Due 2/25/2008

   217,559    217,428    3,305,721    3,303,738    3,523,280    3,521,166

Credit Suisse First Boston (USA) Incorporated Series MTN , 5.97% , Due 10/29/2007±

   22,143    22,156    336,449    336,654    358,592    358,810

Credit Suisse First Boston Repurchase Agreement - 102% collateralized (Maturity Value $1,553,512) , 5.35% , Due 10/1/2007; (Maturity Value for Asset Allocation $23,605,044)

   1,553,281    1,553,281    23,601,537    23,601,537    25,154,818    25,154,818

Cullinan Finance Corporation , 5.32% , Due 8/4/2008±††

   241,732    241,679    3,673,024    3,672,216    3,914,756    3,913,895

Ebbets Funding LLC , 5.90% , Due 10/1/2007††

   454,456    454,456    6,905,285    6,905,285    7,359,741    7,359,741

Erasmus Capital Corporation , 5.34% , Due 10/10/2007††

   193,385    193,132    2,938,419    2,934,570    3,131,804    3,127,702

Erasmus Capital Corporation , 5.65% , Due 10/1/2007††

   676,849    676,849    10,284,467    10,284,467    10,961,316    10,961,316

Fairway Finance Corporation , 5.30% , Due 10/5/2007††

   483,463    483,183    7,346,048    7,341,787    7,829,511    7,824,970

Fairway Finance Corporation , 5.31% , Due 10/10/2007††

   87,023    86,909    1,322,289    1,320,556    1,409,312    1,407,465

 


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Falcon Asset Securitization Corporation , 5.35% , Due 11/6/2007

   145,039    144,279    2,203,814    2,192,266    2,348,853    2,336,545

Fountain Square Commercial Funding Corporation , 5.38% , Due 10/31/2007

   96,693    96,270    1,469,210    1,462,789    1,565,903    1,559,059

Galleon Capital LLC , 5.25% , Due 10/2/2007††

   241,732    241,695    3,673,024    3,672,473    3,914,756    3,914,168

Galleon Capital LLC , 5.28% , Due 10/1/2007††

   290,078    290,078    4,407,629    4,407,629    4,697,707    4,697,707

Galleon Capital LLC , 5.34% , Due 10/19/2007

   367,432    366,469    5,582,996    5,568,369    5,950,428    5,934,838

General Electric Capital Assurance Company , 5.83% , Due 6/16/2008±

   154,708    154,708    2,350,735    2,350,735    2,505,443    2,505,443

ING (USA) Annuity & Life Insurance Company , 5.82% , Due 8/16/2008±

   338,424    338,424    5,142,233    5,142,233    5,480,657    5,480,657

K2 (USA) LLC , 6.11% , Due 10/5/2007

   949,522    948,971    14,427,637    14,419,269    15,377,159    15,368,240

Kestrel Funding US LLC , 5.10% , Due 2/25/2008±††

   348,094    347,773    5,289,154    5,284,288    5,637,248    5,632,061

Liberty Light US Capital , 5.02% , Due 11/21/2007±††

   24,173    24,143    367,302    366,847    391,475    390,990

Liberty Street Funding Corporation , 5.26% , Due 10/9/2007††

   386,548    386,096    5,873,459    5,866,587    6,260,007    6,252,683

Liquid Funding Limited , 5.70% , Due 6/11/2008±††

   725,195    725,790    11,019,071    11,028,107    11,744,266    11,753,897

M&I Marshall & Ilsley Bank Series BKNT , 5.53% , Due 2/15/2008±

   9,669    9,673    146,921    146,978    156,590    156,651

Merrill Lynch & Company Incorporated Series MTNB , 5.44% , Due 1/2/2008±

   7,252    7,251    110,191    110,170    117,443    117,421

MetLife Global Funding I , 5.13% , Due 10/21/2008±††

   241,732    241,507    3,673,024    3,669,608    3,914,756    3,911,115

Morgan Stanley , 5.32% , Due 4/7/2008±

   145,039    145,039    2,203,814    2,203,814    2,348,853    2,348,853

Morgan Stanley , 5.48% , Due 11/9/2007±

   20,789    20,786    315,880    315,830    336,669    336,616

Morgan Stanley Repurchase Agreement - 102% collateralized (Maturity Value $1,532,265) , 5.33% , Due 10/1/2007; (Maturity Value for Asset Allocation $23,282,206)

   1,532,038    1,532,038    23,278,759    23,278,759    24,810,797    24,810,797

Morgan Stanley Repurchase Agreement - 102% collateralized (Maturity Value $773,656) , 5.33% , Due 10/1/2007; (Maturity Value for Asset Allocation $11,755,416)

   773,541    773,541    11,753,676    11,753,676    12,527,217    12,527,217

Morgan Stanley Series EXL , 5.83% , Due 10/14/2008±

   148,665    148,509    2,258,910    2,256,538    2,407,575    2,405,047

Natexis Banques Populaires , 5.35% , Due 11/9/2007±††

   241,732    241,911    3,673,024    3,675,742    3,914,756    3,917,653

Nieuw Amsterdam Receivables Corporation , 5.35% , Due 10/1/2007††

   570,487    570,487    8,668,336    8,668,336    9,238,823    9,238,823

Perry Global Funding LLC Series A , 5.59% , Due 10/11/2007

   435,117    434,482    6,611,443    6,601,790    7,046,560    7,036,272

Premium Asset Trust , 5.50% , Due 7/15/2008±††

   172,113    172,306    2,615,193    2,618,122    2,787,306    2,790,428

Racers Trust Series 2004-6-MM , 5.19% , Due 3/24/2008±††

   454,020    453,484    6,898,673    6,890,519    7,352,693    7,344,003

Regency Markets #1 LLC , 5.21% , Due 10/12/2007††

   642,233    641,205    9,758,490    9,742,876    10,400,723    10,384,081

Regency Markets #1 LLC , 5.25% , Due 10/4/2007††

   145,039    144,975    2,203,814    2,202,845    2,348,853    2,347,820

Royal Bank of Scotland Group plc , 5.55% , Due 10/5/2007

   193,385    193,389    2,938,419    2,938,478    3,131,804    3,131,867

Scaldis Capital Limited , 5.26% , Due 10/4/2007††

   773,541    773,201    11,753,676    11,748,505    12,527,217    12,521,706

Scaldis Capital Limited , 5.29% , Due 10/22/2007

   149,874    149,415    2,277,275    2,270,306    2,427,149    2,419,721

Sedna Finance Incorporated Series MTN , 5.33% , Due 10/26/2007±††

   174,047    174,028    2,644,577    2,644,286    2,818,624    2,818,314

Sheffield Receivables Corporation , 5.25% , Due 10/5/2007††

   133,436    133,358    2,027,509    2,026,333    2,160,945    2,159,691

SLM Corporation , 5.81% , Due 5/12/2008±††

   193,385    191,689    2,938,419    2,912,649    3,131,804    3,104,338

Stanfield Victoria Funding LLC , 5.36% , Due 4/3/2008±††

   386,771    386,635    5,876,838    5,874,781    6,263,609    6,261,416

Thames Asset Global Securitization #1 Incorporated , 5.3471% , Due 10/15/2007††

   676,849    675,468    10,284,467    10,263,486    10,961,316    10,938,954

The Travelers Insurance Company , 5.89% , Due 2/8/2008±

   185,834    185,830    2,823,674    2,823,617    3,009,508    3,009,447

Thunder Bay Funding Incorporated , 5.31% , Due 10/9/2007

   232,933    232,660    3,539,326    3,535,185    3,772,259    3,767,845

Thunder Bay Funding Incorporated , 5.32% , Due 10/25/2007

   145,039    144,531    2,203,814    2,196,101    2,348,853    2,340,632

Transamerica Occidental Life Insurance , 5.45% , Due 8/1/2008±

   966,927    966,927    14,692,095    14,692,095    15,659,022    15,659,022

UniCredito Italiano Bank (Ireland) Series LIB , 5.84% , Due 10/8/2008±††

   241,732    241,289    3,673,024    3,666,302    3,914,756    3,907,591

UniCredito Italiano Bank (New York) Series YCD , 5.62% , Due 12/3/2007±

   52,214    52,223    793,373    793,513    845,587    845,736

UniCredito Italiano Bank (New York) Series YCD , 5.70% , Due 12/13/2007±

   16,438    16,440    249,766    249,793    266,204    266,233

Versailles CDS LLC , 5.39% , Due 10/16/2007

   96,693    96,481    1,469,210    1,465,992    1,565,903    1,562,473

Versailles CDS LLC , 5.40% , Due 10/23/2007

   357,763    356,614    5,436,075    5,418,625    5,793,838    5,775,239

Victoria Finance LLC , 5.34% , Due 8/7/2008±††

   241,732    241,732    3,673,024    3,673,024    3,914,756    3,914,756

Victoria Finance LLC , 5.84% , Due 5/2/2008±††

   241,732    241,734    3,673,024    3,673,024    3,914,756    3,914,758

World Savings Bank FSB Series BKNT , 5.36% , Due 10/19/2007±

   967    967    14,692    14,693    15,659    15,660

Zela Finance Corporation , 5.32% , Due 10/26/2007

   96,693    96,340    1,469,210    1,463,845    1,565,903    1,560,185

Total Collateral Invested in Other Assets

      30,131,756       514,687,163       544,818,919


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund     Asset Allocation Fund     Pro Forma Combined  
     Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
 

Total Collateral for Securities Lending (Cost $30,131,756, $514,687,163 and $544,818,919, respectively)

        30,131,756          514,687,163          544,818,919  
                                       

Short-Term Investments (a) - 1.76%

               

Mutual Funds - 1.75%

               

Wells Fargo Advantage Money Market Trust ‡~

   3,032,921      3,032,921     18,171,531      18,171,531     21,204,452      21,204,452  

Total Mutual Funds

        3,032,921          18,171,531          21,204,452  
                                       

Total Short-Term Investments (Cost $3,032,921, $18,171,531 and $21,204,452, respectively)

        3,032,921          18,171,531          21,204,452  
                                       

Total Investments in Securities (Cost $141,216,274, $1,446,951,624 and $1,588,167,898, respectively) 144.48%*

        158,139,045          1,596,379,177          1,754,518,222  

Other Assets and Liabilities, Net - (44.48%)

        (29,342,655 )        (510,812,348 )        (540,155,003 )
                                       

Net Assets - 100.0%

      $ 128,796,390        $ 1,085,566,829        $ 1,214,363,219  
                                       

 

« All or a portion of this security is on loan. (See Note 2)
Non-income earning securities.
Security of an affiliate of the fund with a cost of $21,204,452.
± Variable rate investments.
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
^ Zero coupon bond. Interest rate presented is yield to maturity.
# Security pledged as collateral for futures transactions. (See Note 2)
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The fund does not pay an investment advisory fee for such investments.


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced Fund    Asset Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

 

* Cost for federal income tax purposes is substantially the same as for financial reporting purposes.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities - September 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Balanced
Fund
    Asset
Allocation
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Assets

        

Investments

        

In securities, at market value

   $ 124,974,368     $ 1,057,846,324       $ 1,182,820,692  

Collateral for securities loaned

     30,131,756       514,687,163         544,818,919  

Investments in affiliates

     3,032,921       23,845,690         26,878,611  
                                

Total investments at market value (see cost below)

     158,139,045       1,596,379,177       —         1,754,518,222  
                                

Cash

     —         100,000         100,000  

Receivable for Fund shares issued

     8,938       198,051         206,989  

Receivable for investments sold

     1,813,172       436,017         2,249,189  

Receivables for dividends and interest

     713,161       6,225,002         6,938,163  
                                

Total assets

     160,674,316       1,603,338,247       —         1,764,012,563  
                                

Liabilities

        

Payable for daily variation margin on futures contracts

     891       721,469         722,360  

Payable for Fund shares redeemed

     64,558       979,395         1,043,953  

Payable for investments purchased

     1,477,516       324,691         1,802,207  

Payable to investment advisor and affiliates

     56,008       827,610         883,618  

Payable for securities loaned

     30,131,756       514,687,163         544,818,919  

Accrued expenses and other liabilities

     147,197       231,090         378,287  
                                

Total liabilities

     31,877,926       517,771,418       —         549,649,344  
                                

Total net assets

   $ 128,796,390     $ 1,085,566,829     $ —       $ 1,214,363,219  
                                

NET ASSETS CONSIST OF

        

Paid-in capital

   $ 114,087,434     $ 930,359,841       $ 1,044,447,275  

Undistributed net investment income (loss)

     45,205       356,969         402,174  

Undistributed net realized gain (loss) on investments

     (2,278,111 )     (81,325 )       (2,359,436 )

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     16,922,771       149,427,553         166,350,324  

Net unrealized appreciation (depreciation) of futures

     19,091       5,503,791         5,522,882  
                                

Total net assets

   $ 128,796,390     $ 1,085,566,829     $ —       $ 1,214,363,219  
                                

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

        

Net assets – Class A

     NA     $ 914,716,052     $ 128,796,390  3   $ 1,043,512,442  

Shares outstanding – Class A

     NA       39,572,395       5,562,226       45,134,621  

Net asset value per share – Class A

     NA     $ 23.12       $ 23.12  

Maximum offering price per share – Class A2

     NA     $ 24.53       $ 24.53  

Net assets – Class B

     NA     $ 85,203,123       $ 85,203,123  

Shares outstanding – Class B

     NA       6,054,751         6,054,751  

Net asset value and offering price per share – Class B

     NA     $ 14.07       $ 14.07  

Net assets – Class C

     NA     $ 36,028,221       $ 36,028,221  

Shares outstanding – Class C

     NA       2,560,679         2,560,679  

Net asset value and offering price per share – Class C

     NA     $ 14.07       $ 14.07  

Net assets – Administrator Class

     NA     $ 49,619,433       $ 49,619,433  

Shares outstanding – Administrator Class

     NA       2,143,423         2,143,423  

Net asset value and offering price per share – Administrator Class

     NA     $ 23.15       $ 23.15  

Net assets – Investor Class

   $ 128,796,390       NA     $ (128,796,390 3   $ —    

Shares outstanding – Investor Class

     5,751,279       NA       (5,751,279 )     —    

Net asset value and offering price per share – Investor Class

   $ 22.39       NA       $ —    
                                

Investments at cost

   $ 141,216,274     $ 1,446,951,624     $ —       $ 1,588,167,898  
                                

Securities on loan, at market value

   $ 29,516,460     $ 502,956,955     $ —       $ 532,473,415  
                                

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/94.25 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Investor Class shares of Balanced Fund are exchanged for Class A shares of Asset Allocation Fund in an amount equal to the total value of the Investor Class shares divided by the current per share value of the Class A shares.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Operations - For the Twelve Months Ended September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Balanced
Fund
    Asset
Allocation
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Dividends(a)

   $ 1,593,811     $ 12,306,673       $ 13,900,484  

Interest

     2,643,029       21,455,985         24,099,014  

Income from affiliated securities

     133,335       1,824,001         1,957,336  

Securities lending income, net

     37,538       653,587         691,125  
                                

Total investment income

     4,407,713       36,240,246       —         40,647,959  
                                

Expenses

        

Advisory fees

     840,534       6,843,294       (108,450 )1     7,575,378  

Administration fees

        

Fund Level

     646,565       554,123       (580,199 )1     620,489  

Class A

     —         2,502,598       369,801 1     2,872,399  

Class B

     —         296,047         296,047  

Class C

     —         101,282         101,282  

Administrator Class

     —         72,557         72,557  

Custody fees

     25,863       221,649         247,512  

Shareholder servicing fees

     323,282       2,770,613         3,093,895  

Accounting fees

     28,460       84,031       (18,655 )1     93,836  

Distribution fees

        

Class B

     —         792,982         792,982  

Class C

     —         271,294         271,294  

Professional fees

     25,640       41,500       (20,797 )2     46,343  

Registration fees

     27,707       38,294       (23,239 )2     42,762  

Shareholder reports

     94,101       228,368       (80,617 )2     241,852  

Trustees’ fees

     8,955       8,955       (7,910 )2     10,000  

Other fees and expenses

     7,302       32,122       (3,554 )2     35,870  
                                

Total expenses

     2,028,409       14,859,709       (473,620 )     16,414,498  
                                

Less

        

Waived fees and reimbursed expenses

     (411,977 )     (1,231,991 )     386,397       (1,257,571 )

Net expenses

     1,616,432       13,627,718       (87,223 )     15,156,927  
                                

Net investment income (loss)

     2,791,281       22,612,528       87,223       25,491,032  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     4,852,856       18,214,367         23,067,223  

Futures transactions

     12,351       40,068,335         40,080,686  
                                

Net realized gain (loss) from Investments

     4,865,207       58,282,702       —         63,147,909  
                                

Net change in unrealized appreciation (depreciation) of

        

Securities, foreign currencies and foreign currency translation

     5,796,671       66,248,196         72,044,867  

Futures transactions

     14,659       5,793,678         5,808,337  
                                

Net change in unrealized appreciation (depreciation) of investments

     5,811,330       72,041,874       —         77,853,204  
                                

Net realized and unrealized gain (loss) on investments

     10,676,537       130,324,576       —         141,001,113  
                                

Net increase (decrease) in net assets resulting from operations

   $ 13,467,818     $ 152,937,104     $ 87,223     $ 166,492,145  
                                

a Net of foreign withholding taxes of

   $ 4,570     $ —       $ —       $ 4,570  

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Agency Notes - Interest Bearing - 1.36%

                 

FHLMC 5.13%, Due 08/23/10«

         1,795,000    $ 1,859,810    1,795,000    $ 1,859,810

FNMA 4.75%, Due 11/19/12«

         2,080,000      2,145,183    2,080,000      2,145,183
                                   

Total Agency Notes - Interest Bearing (Cost $0, $3,912,497 and $3,912,497, respectively)

              4,004,993         4,004,993
                                   

Agency Securities - 6.18%

                 

Federal Home Loan Mortgage Corporation - 0.51%

                 

FHLMC TBA 6.00%, Due 12/01/37

         690,000      700,350    690,000      700,350

FHLMC #H01396 6.50%, Due 02/01/36

         385,199      393,686    385,199      393,686

FHLMC #1J1263 5.85%, Due 01/01/36«±

         399,421      406,018    399,421      406,018

FHLMC #C00922 8.00%, Due 02/01/30

         1,842      1,972    1,842      1,972

FHLMC #170027 14.75%, Due 03/01/10

   440    $ 496          440      496

FHLMC #170065 14.00%, Due 09/01/12

   3,004      3,435          3,004      3,435

Total Federal Home Loan Mortgage Corporation

        3,931         1,502,026         1,505,957

Federal National Mortgage Association - 5.67%

                 

FNMA TBA 5.00%, Due 12/01/36

         820,000      803,600    820,000      803,600

FNMA TBA 5.50%, Due 12/01/21

         1,265,000      1,279,625    1,265,000      1,279,625

FNMA TBA 6.00%, Due 12/01/37

         1,005,000      1,021,330    1,005,000      1,021,330

FNMA TBA 6.50%, Due 12/01/37

         1,539,000      1,582,765    1,539,000      1,582,765

FNMA 6.00%, Due 05/15/11

         390,000      418,057    390,000      418,057

FNMA #725715 5.50%, Due 08/01/34«

         1,697,631      1,703,308    1,697,631      1,703,308

FNMA #735230 5.50%, Due 02/01/35«

         1,380,659      1,385,277    1,380,659      1,385,277

FNMA #831621 7.00%, Due 07/01/36

         291,204      302,281    291,204      302,281

FNMA #863727 5.34%, Due 01/01/36«±

         847,630      861,132    847,630      861,132

FNMA # 886087 6.50%, Due 07/01/36

         448,331      461,175    448,331      461,175

FNMA #886686 6.16%, Due 08/01/36±

         514,924      524,901    514,924      524,901

FNMA #888022 5.00%, Due 02/01/36«

         479,789      470,698    479,789      470,698

FNMA #888538 5.50%, Due 01/01/37«

         1,037,758      1,040,144    1,037,758      1,040,144

FNMA #892283 5.86%, Due 09/01/36«±

         350,409      355,917    350,409      355,917

FNMA #894157 6.50%, Due 10/01/36

         436,519      449,025    436,519      449,025

FNMA #894199 6.50%, Due 10/01/36

         305,270      314,015    305,270      314,015

FNMA #895998 6.50%, Due 07/01/36

         257,770      265,155    257,770      265,155

FNMA #900560 6.50%, Due 09/01/36

         185,106      190,409    185,106      190,409

FNMA #902200 6.50%, Due 11/01/36

         197,240      202,891    197,240      202,891

Fannie Mae #915784 6.50%, Due 07/01/37

         604,923      618,441    604,923      618,441

FNMA #918447 5.50%, Due 05/01/22

         832,851      842,621    832,851      842,621

FNMA 6.50%, Due 07/01/37

         772,157      789,411    772,157      789,411

FNMA #943768 6.50%, Due 10/01/37

         295,000      301,592    295,000      301,592

FNMA #953472 6.50%, Due 10/01/37

         549,998      562,288    549,998      562,288

Total Federal Home Loan Mortgage Corporation

              16,746,058         16,746,058

Government National Mortgage Association - 0.00%

                 

GNMA #45265 15.00%, Due 08/15/11

   1,682      1,964          1,682      1,964

GNMA #53809 15.00%, Due 02/15/12

   1,047      1,234          1,047      1,234

GNMA #54340 15.00%, Due 05/15/12

   1,481      1,747          1,481      1,747

GNMA #516121 7.50%, Due 12/15/29

         3,013      3,215    3,013      3,215

Total Government National Mortgage Corporation

        4,945         3,215         8,160

Small Business Administration - 0.00%

                 

SBA #40013 2.06%, Due 09/30/17††(c)(i)

   210,287      5,257          210,287      5,257

Total Small Business Administration

   210,287      5,257          210,287      5,257
                                   

Total Agency Securities (Cost $572,169, $17,982,966 and $18,555,135, respectively)

        14,133         18,251,299         18,265,432
                                   

Asset Backed Securities - 0.74%

                 

Countrywide Home Equity Loan Trust Series 2005-I Class 2A 4.88%, Due 02/15/36±

         258,562      252,309    258,562      252,309

Capital Auto Receivables Asset Trust Series 2007-4 Class A3B 4.63%, Due 11/15/11±

         380,000      380,000    380,000      380,000

Chase Issuance Trust Series 2005-A6 Class A6 4.72%, Due 07/15/14±

         430,000      425,091    430,000      425,091

Citibank Credit Card Issuance Trust Series 2005-C1 Class C1 5.50%, Due 03/24/17

         285,000      272,777    285,000      272,777

First National Master Note Trust Series 2007-2 Class A 5.54%, Due 11/15/12±

         495,000      495,000    495,000      495,000

MBNA Credit Card Master Note Trust Series 2006-A4 Class A4 4.64%, Due 09/15/11±

         346,000      344,883    346,000      344,883
                                   

Total Asset Backed Securities (Cost $0, $2,195,143 and $2,195,143, respectively)

              2,170,060         2,170,060
                                   

Collateralized Mortgage Obligations - 2.30%

                 


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Bank of America Commercial Mortgage Incorporated Series 2004-4 Class XP 0.85%, Due 07/10/42±(c)

         5,974,981    110,270    5,974,981    110,270

Bank of America Mortgage Securities Series 2005-H Class 2A3 4.80%, Due 09/25/35±

         352,749    349,550    352,749    349,550

Countrywide Home Loans Mortgage Pass-Through Series 2006-HYB1 Class 2A2A 5.54%, Due 03/20/36±

         205,117    204,204    205,117    204,204

Chase Mortgage Finance Corporation Series 2005-A1 Class 2A2 5.24%, Due 12/25/35±

         397,230    395,338    397,230    395,338

Citigroup Mortgage Loan Trust Incorporated Series 2006-NCB1 Class 2A2 4.77%, Due 05/15/36±

         500,000    462,017    500,000    462,017

Citigroup Mortgage Loan Trust Incorporated Series 2006-WF1 Class A2A 5.70%, Due 03/25/36

         8,232    8,207    8,232    8,207

Greenwich Capital Commercial Funding Corporation Series 2006-GG7 Class A4 5.91%, Due 07/10/38±

         265,000    274,935    265,000    274,935

CS First Boston Mortgage Securities Corporation Series 1998-C2 Class AX 1.08%, Due 11/15/30±(c)

         3,152,568    29,127    3,152,568    29,127

Credit Suisse Mortgage Capital Certificates Series 2006-C3 Class A3 5.83%, Due 06/15/38±

         355,000    366,114    355,000    366,114

Countrywide Alternative Loan Trust Series 2006-0C8 Class 2A1C 4.85%, Due 11/25/36±

         202,008    200,826    202,008    200,826

FNMA Grantor Trust Series 2001-T11 Class B 5.50%, Due 09/25/11

         597,000    615,054    597,000    615,054

FNMA Whole Loan Series 2003-W8 Class 4A 6.42%, Due 11/25/42±

         321,560    330,127    321,560    330,127

First Union National Bank Commercial Mortgage Series 1999-C4 Class A2 7.39%, Due 12/15/31

         289,785    301,071    289,785    301,071

GNMA Series 2007-34 Class A 4.27%, Due 11/16/26«

         345,703    342,466    345,703    342,466

GNMA Series 2007-12 Class C 5.28%, Due 04/16/41«±

         485,000    472,756    485,000    472,756

JPMorgan Mortgage Trust Series 2005-A5 Class 3A1 5.38%, Due 08/25/35±

         468,234    463,275    468,234    463,275

JPMorgan Alternative Loan Trust Series 2005-S1 Class 3A1 5.50%, Due 10/25/20

         406,844    402,301    406,844    402,301

JPMorgan Alternative Loan Trust Series 2006-A4 Class A2 5.95%, Due 09/25/36±

         396,667    388,048    396,667    388,048

JPMorgan Chase Commercial Mortgage Security 5.79%, Due 02/12/49±

         345,000    351,398    345,000    351,398

Mach One Trust Commercial Mortgage Backed Series 2004-1 Class X 1.39%, Due 05/28/40±(c)††

         2,864,654    92,872    2,864,654    92,872

Morgan Stanley Capital I Series 2004-RR2 Class X 1.19%, Due 10/28/33±(c)††

         2,172,943    55,714    2,172,943    55,714

Saco I Trust Series 2005-2 Class A 4.99%, Due 04/25/35±††

         24,691    21,866    24,691    21,866

Salomon Brothers Mortgage Securities VII Series 2000-C2 Class A2 7.46%, Due 07/18/33

         239,049    249,169    239,049    249,169

TIAA Real Estate CDO Limited Series 2007-C4 Class A3 6.10%, Due 06/15/49±

         305,000    314,714    305,000    314,714
                             

Total Collateralized Mortgage Obligations (Cost $0, $6,907,416 and $6,907,416, respectively)

            6,801,419       6,801,419
                             

Corporate Bonds & Notes - 64.19%

                 

Agricultural Production Crops - 0.76%

                 

Bunge Limited Finance Corporation 4.38%, Due 12/15/08

   2,129,000    2,116,347          2,129,000    2,116,347

Cargill Incorporated Series 144 A 6.00%, Due 11/27/17††

         140,000    140,310    140,000    140,310

Total Agricultural Production Crops

      2,116,347       140,310       2,256,657

Apparel & Accessory Stores - 0.66%

                 

JC Penny Company Incorporated Series MTNA 6.88%, Due 10/15/15

   1,855,000    1,961,338          1,855,000    1,961,338

Total Apparel & Accessory Stores

      1,961,338             1,961,338

Automotive Repair, Services & Parking - 0.47%

                 

Erac USA Finance Company 6.38%, Due 10/15/17††

   1,390,000    1,375,493          1,390,000    1,375,493

Total Automotive Repair, Services & Parking

      1,375,493             1,375,493

Business Services - 0.40%

                 

Deluxe Corporation 7.38%, Due 06/01/15

         100,000    99,250    100,000    99,250

Equifax Incorporated 6.30%, Due 07/01/17

   945,000    995,827          945,000    995,827

Lamar Media Corporation 6.63%, Due 08/15/15††

         100,000    95,000    100,000    95,000

Total Business Services

      995,827       194,250       1,190,077

Casino & Gaming - 0.07%

                 

MGM Mirage Incorporated 7.63%, Due 01/15/17

         100,000    99,500    100,000    99,500

Turning Stone Casino Resort Enterprise 9.13%, Due 12/15/10††

         100,000    100,500    100,000    100,500

Total Casino & Gaming

            200,000       200,000

Coal Mining - 0.03%

                 

Foundation PA Coal Company 7.25%, Due 08/01/14«

         85,000    81,813    85,000    81,813


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Total Coal Mining

            81,813       81,813

Communications - 10.02%

                 

AT&T Corporation 8.00%, Due 11/15/31

   3,415,000    4,197,226          3,415,000    4,197,226

AT&T Incorporated 6.50%, Due 09/01/37«

         215,000    226,467    215,000    226,467

Alamosa Delaware Incorporated 8.50%, Due 01/31/12

   1,195,000    1,237,671          1,195,000    1,237,671

American Tower Corporation 7.00%, Due 10/15/17††

         100,000    101,750    100,000    101,750

CSC Holdings Incorporated Series B 7.63%, Due 04/01/11

         105,000    102,900    105,000    102,900

Citizens Communications Company 6.25%, Due 01/15/13

         100,000    96,625    100,000    96,625

Comcast Corporation 5.88%, Due 02/15/18

   5,010,000    4,996,964    210,000    209,454    5,220,000    5,206,418

Cox Communications Incorporated 4.63%, Due 01/15/10

   1,200,000    1,196,371          1,200,000    1,196,371

Embarq Corporation 8.00%, Due 06/01/36

   1,395,000    1,474,376    180,000    190,242    1,575,000    1,664,618

Embarq Corporation 7.08%, Due 06/01/16

   955,000    995,998          955,000    995,998

L-3 Communications Corporation 6.38%, Due 10/15/15

         100,000    99,000    100,000    99,000

News America Holdings Incorporated 8.25%, Due 08/10/18

   1,080,000    1,272,263          1,080,000    1,272,263

Qwest Corporation 8.94%, Due 06/15/13±

         200,000    205,500    200,000    205,500

Sprint Capital Corporation 6.90%, Due 05/01/19

   795,000    781,544          795,000    781,544

Historic TW Incorporated 6.63%, Due 05/15/29

   1,590,000    1,546,878          1,590,000    1,546,878

Time Warner Cable Incorporated 5.40%, Due 07/02/12

   4,055,000    4,080,092          4,055,000    4,080,092

Qwest Corporation 6.88%, Due 09/15/33

   1,390,000    1,264,900          1,390,000    1,264,900

Valor Telecommunications Enterprises 7.75%, Due 02/15/15

   1,490,000    1,550,524          1,490,000    1,550,524

Verizon (Virginia) Incorporated Series A 4.63%, Due 03/15/13

         195,000    188,402    195,000    188,402

Verizon (Florida) Incorporated Series F 6.13%, Due 01/15/13

   2,160,000    2,227,236    175,000    180,447    2,335,000    2,407,683

Viacom Incorporated 5.75%, Due 04/30/11

   1,000,000    1,014,873          1,000,000    1,014,873

Windstream Corporation 8.13%, Due 08/01/13

         45,000    46,294    45,000    46,294

Windstream Corporation 8.63%, Due 08/01/16

         80,000    83,000    80,000    83,000

Total Communications

      27,836,916       1,730,081       29,566,997

Depository Institutions - 4.21%

                 

Bank of America Corporation 6.00%, Due 09/01/17

   2,500,000    2,550,390          2,500,000    2,550,390

Citigroup Incorporated 5.00%, Due 09/15/14

   4,500,000    4,320,117    185,000    177,605    4,685,000    4,497,722

JPMorgan Chase & Company 6.63%, Due 03/15/12

         200,000    210,528    200,000    210,528

JPMorgan Chase & Company 5.13%, Due 09/15/14«

   1,775,000    1,747,260    50,000    49,219    1,825,000    1,796,479

Manufacturers & Traders Trust Company 3.85%, Due 04/01/13††±

   1,695,000    1,689,881          1,695,000    1,689,881

SB Treasury Company LLC 9.40%, Due 12/31/49††±

   995,000    1,017,754          995,000    1,017,754

TIAA Global Markets Incorporated 5.13%, Due 10/10/12††

         240,000    248,263    240,000    248,263

Wachovia Corporation 5.75%, Due 06/15/17

         430,000    423,944    430,000    423,944

Total Depository Institutions

      11,325,402       1,109,559       12,434,961

Eating & Drinking Places - 1.45%

                 

ARAMARK Corporation 8.50%, Due 02/01/15

         155,000    155,581    155,000    155,581

Darden Restaurants 6.00%, Due 08/15/35

   1,540,000    1,394,145          1,540,000    1,394,145

Yum! Brands Incorporated 8.88%, Due 04/15/11

   1,210,000    1,337,466          1,210,000    1,337,466

Yum! Brands Incorporated 6.88%, Due 11/15/37

   1,425,000    1,392,037          1,425,000    1,392,037

Total Eating & Drinking Places

      4,123,648       155,581       4,279,229

Electric, Gas & Sanitary Services - 11.5%

                 

Allied Waste North America Incorporated 7.13%, Due 05/15/16

         100,000    99,750    100,000    99,750

Ameren Corporation 5.40%, Due 02/01/16

   1,200,000    1,190,706    220,000    218,296    1,420,000    1,409,002

Carolina Power & Light Company 5.15%, Due 04/01/15

   2,250,000    2,247,388    150,000    149,826    2,400,000    2,397,214

CenterPoint Energy Houston Electric LLC Series J2 5.70%, Due 03/15/13

         315,000    321,461    315,000    321,461

Consumers Energy Company Series B 5.38%, Due 04/15/13«

   3,660,000    3,686,319          3,660,000    3,686,319

Consumers Energy Company 5.15%, Due 02/15/17

         135,000    131,919    135,000    131,919

Edison Mission Energy 7.75%, Due 06/15/16

         95,000    95,950    95,000    95,950

FPL Energy Caithness Funding 7.65%, Due 12/31/18††

   2,555,553    2,819,439          2,555,553    2,819,439

IPALCO Enterprises Incorporated 8.38%, Due 11/14/08

   1,735,000    1,761,025          1,735,000    1,761,025

IPALCO Enterprises Incorporated 8.63%, Due 11/14/11

   955,000    1,002,750          955,000    1,002,750

Metropolitan Edison Company 4.95%, Due 03/15/13

   1,460,000    1,425,611          1,460,000    1,425,611

Midamerican Energy Holdings Company 6.50%, Due 09/15/37

   935,000    971,742          935,000    971,742

Monongahela Power Company 6.70%, Due 06/15/14

   2,045,000    2,187,498          2,045,000    2,187,498

NRG Energy Incorporated 7.38%, Due 02/01/16

         95,000    93,100    95,000    93,100

Nevada Power Company Series L 5.88%, Due 01/15/15

         100,000    100,610    100,000    100,610

Nevada Power Company Series M 5.95%, Due 03/15/16

         225,000    226,172    225,000    226,172

Nevada Power Company Series N 6.65%, Due 04/01/36

   1,550,000    1,584,202          1,550,000    1,584,202

Nevada Power Company Series O 6.50%, Due 05/15/18

   1,025,000    1,062,852          1,025,000    1,062,852

NiSource Capital Markets Incorporated 6.78%, Due 12/01/27§

   1,405,000    1,405,000          1,405,000    1,405,000

Potomac Edison Company 5.35%, Due 11/15/14

   770,000    764,781          770,000    764,781

Public Service Company of Colorado 7.88%, Due 10/01/12

         120,000    136,285    120,000    136,285

Public Service Company of Colorado 6.25%, Due 09/01/37

   1,405,000    1,471,775          1,405,000    1,471,775


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Salton Sea Funding Corporation Series C 7.84%, Due 05/30/10

   1,650,778    1,709,215          1,650,778    1,709,215

Salton Sea Funding Corporation Series F 7.48%, Due 11/30/18

   1,040,473    1,156,226          1,040,473    1,156,226

Southern California Edison 7.63%, Due 01/15/10

   1,550,000    1,649,171          1,550,000    1,649,171

Southern California Edison Company 4.65%, Due 04/01/15

         140,000    135,865    140,000    135,865

Southwestern Electric Power 4.90%, Due 07/01/15

         170,000    161,042    170,000    161,042

Tennessee Gas Pipeline Company 7.50%, Due 04/01/17

   865,000    958,599          865,000    958,599

Tennessee Gas Pipeline Company 8.38%, Due 06/15/32

         160,000    188,616    160,000    188,616

Waste Management Incorporated 7.38%, Due 08/01/10

   1,465,000    1,563,791    185,000    197,475    1,650,000    1,761,266

Westar Energy Incorporated 5.88%, Due 07/15/36

   1,165,000    1,083,949          1,165,000    1,083,949

Total Electric, Gas & Sanitary Services

      31,702,039       2,256,367       33,958,406

Executive, Legislative & Gen Government, Except Finance - 0.40%

                 

Seneca Nation Indians Capital Improvements Authority Series 07-B 6.75%, Due 12/01/13††

   1,170,000    1,186,251          1,170,000    1,186,251

Total Executive, Legislative & Gen Government, Except Finance

      1,186,251             1,186,251

Fabricated Metal Products, Except Machinery & Transportation Equipment - 0.03%

                 

Ball Corporation 6.63%, Due 03/15/18

         100,000    98,750    100,000    98,750

Total Fabricated Metal Products, Except Machinery & Transportation Equipment

            98,750       98,750

Food & Kindred Products - 1.36%

                 

Bunge Limited Finance Corporation 5.35%, Due 04/15/14

         170,000    169,255    170,000    169,255

General Mills Incorporated 5.65%, Due 09/10/12

   1,245,000    1,283,581          1,245,000    1,283,581

Kraft Foods Incorporated 6.00%, Due 02/11/13

   1,000,000    1,036,395          1,000,000    1,036,395

Miller Brewing Corporation 5.50%, Due 08/15/13††

   1,490,000    1,510,260          1,490,000    1,510,260

Total Food & Kindred Products

      3,830,236       169,255       3,999,491

Food Stores - 1.22%

                 

Delhaize America Incorporated 9.00%, Due 04/15/31

   1,552,000    1,843,894          1,552,000    1,843,894

Kroger Company 6.75%, Due 04/15/12

         135,000    144,963    135,000    144,963

Safeway Incorporated 7.25%, Due 02/01/31«

   1,085,000    1,196,861    185,000    204,073    1,270,000    1,400,934

Yum! Brands Incorporated 7.70%, Due 07/01/12

         205,000    221,628    205,000    221,628

Total Food Stores

      3,040,755       570,664       3,611,419

Forestry - 0.33%

                 

Plum Creek Timber Company Incorporated 5.88%, Due 11/15/15

   1,000,000    987,800          1,000,000    987,800

Total Forestry

      987,800             987,800

Health Services - 0.67%

                 

Coventry Health Care Incorporated 6.30%, Due 08/15/14

   1,675,000    1,717,294          1,675,000    1,717,294

DaVita Incorporated 7.25%, Due 03/15/15

         150,000    145,875    150,000    145,875

HCA Incorporated 9.25%, Due 11/15/16

         120,000    124,200    120,000    124,200

Total Health Services

      1,717,294       270,075       1,987,369

Holding & Other Investment Offices - 2.32%

                 

Credit Suisse First Boston (USA) Incorporated 4.88%, Due 08/15/10

   3,500,000    3,548,174          3,500,000    3,548,174

ERP Operating LP 5.13%, Due 03/15/16

         165,000    156,244    165,000    156,244

OMX Timber Finance Investments LLC Series 1 5.42%, Due 01/29/20††

   3,075,000    3,143,480          3,075,000    3,143,480

Total Holding & Other Investment Offices

      6,691,654       156,244       6,847,898

Industrial & Commercial Machinery & Computer Equipment - 0.05%

                 

Case New Holland Incorporated 7.13%, Due 03/01/14

         100,000    99,750    100,000    99,750

Grant Prideco Incorporated Series B 6.13%, Due 08/15/15

         50,000    51,250    50,000    51,250

Total Industrial & Commercial Machinery & Computer Equipment

            151,000       151,000

Insurance Carriers - 2.34%

                 

Aetna Incorporated 6.75%, Due 12/15/37

   1,415,000    1,396,967          1,415,000    1,396,967

WR Berkley Corporation 6.25%, Due 02/15/37

   1,215,000    1,143,905          1,215,000    1,143,905

Fund American Companies Incorporated 5.88%, Due 05/15/13

   1,210,000    1,237,513          1,210,000    1,237,513

ING (USA) Global Funding Trust 4.50%, Due 10/01/10

         150,000    152,416    150,000    152,416

Lincoln National Corporation 6.30%, Due 10/09/37

   1,855,000    1,827,813          1,855,000    1,827,813

UNUMProvident Finance Company 6.85%, Due 11/15/15††

   1,100,000    1,152,127          1,100,000    1,152,127

Total Insurance Carriers

      6,758,325       152,416       6,910,741

Legal Services - 0.04%

                 

FTI Consulting Incorporated 7.75%, Due 10/01/16

         100,000    103,750    100,000    103,750

Total Legal Services

            103,750       103,750

Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods - 2.15%

                 


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Fisher Scientific International Incorporated 6.13%, Due 07/01/15

   980,000    977,967          980,000    977,967

Thermo Electron Corporation 7.63%, Due 10/30/08

   2,000,000    2,046,002          2,000,000    2,046,002

Xerox Corporation 6.88%, Due 08/15/11

   2,950,000    3,155,220    155,000    165,783    3,105,000    3,321,003

Total Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods

      6,179,189       165,783       6,344,972

Miscellaneous Retail - 1.21%

                 

CVS Caremark Corporation 7.77%, Due 01/10/12††

   1,458,843    1,589,077          1,458,843    1,589,077

CVS Lease Pass-Through Series T 6.04%, Due 12/10/28††

   1,748,898    1,785,520    186,161    190,059    1,935,059    1,975,579

Total Miscellaneous Retail

      3,374,597       190,059       3,564,656

Motion Pictures - 0.37%

                 

News America Incorporation 6.65%, Due 11/15/37††

   1,075,000    1,094,605          1,075,000    1,094,605

Total Motion Pictures

      1,094,605             1,094,605

Non-Depository Credit Institutions - 4.97%

                 

Agua Caliente Band of Cahuilla Indians 6.44%, Due 10/01/16††

   1,000,000    999,900          1,000,000    999,900

American Express Bank FSB Series BKN1 5.55%, Due 10/17/12

   1,430,000    1,444,313          1,430,000    1,444,313

Capital One Bank 6.50%, Due 06/13/13

   1,210,000    1,200,362          1,210,000    1,200,362

Ford Motor Credit Company 7.38%, Due 10/28/09

   1,200,000    1,136,159          1,200,000    1,136,159

Ford Motor Credit Company LLC 8.00%, Due 12/15/16

         150,000    131,242    150,000    131,242

GMAC LLC 6.13%, Due 01/22/08«

   1,125,000    1,114,981          1,125,000    1,114,981

GMAC LLC 6.00%, Due 12/15/11

   1,420,000    1,206,597          1,420,000    1,206,597

General Electric Capital Corporation Series GMTN 6.15%, Due 08/07/37

   935,000    1,000,404    220,000    235,389    1,155,000    1,235,793

General Electric Capital Corporation 4.13%, Due 03/04/08«

   2,000,000    1,994,202          2,000,000    1,994,202

General Electric Capital Corporation Series MTNA 5.88%, Due 02/15/12

   2,500,000    2,622,028          2,500,000    2,622,028

GMAC LLC 8.00%, Due 11/01/31

         115,000    97,573    115,000    97,573

HSBC Finance Corporation 5.90%, Due 06/19/12«

         125,000    127,329    125,000    127,329

SLM Corporation Series MTN 3.63%, Due 03/17/08

   1,382,000    1,352,060          1,382,000    1,352,060

Total Non-Depository Credit Institutions

      14,071,006       591,533       14,662,539

Oil & Gas Extraction - 1.30%

                 

Chesapeake Energy Corporation 6.38%, Due 06/15/15

         185,000    177,600    185,000    177,600

Devon Financing Corporation ULC 7.88%, Due 09/30/31

   445,000    541,548          445,000    541,548

Pemex Project Funding Master Trust 6.63%, Due 06/15/35††

   1,000,000    1,061,528          1,000,000    1,061,528

Pride International Incorporated 7.38%, Due 07/15/14

         140,000    143,500    140,000    143,500

Range Resources Corporation 7.50%, Due 05/15/16

         125,000    126,563    125,000    126,563

XTO Energy Incorporated 7.50%, Due 04/15/12

   1,455,000    1,615,051          1,455,000    1,615,051

XTO Energy Incorporated 5.30%, Due 06/30/15

         175,000    174,245    175,000    174,245

Total Oil & Gas Extraction

      3,218,127       621,908       3,840,035

Paper & Allied Products - 0.09%

                 

Appleton Papers Incorporated Series B 9.75%, Due 06/15/14

         85,000    83,194    85,000    83,194

P.H. Glatfelter Company 7.13%, Due 05/01/16

         90,000    88,200    90,000    88,200

Greif Incorporated 6.75%, Due 02/01/17

         95,000    90,013    95,000    90,013

Total Paper & Allied Products

            261,407       261,407

Personal Services - 0.03%

                 

Service Corporation International Series WI 7.00%, Due 06/15/17

         100,000    94,250    100,000    94,250

Total Personal Services

            94,250       94,250

Petroleum Refining & Related Industries - 0.60%

                 

Amerada Hess Corporation 7.13%, Due 03/15/33

   1,500,000    1,679,924          1,500,000    1,679,924

Tesoro Corporation 6.50%, Due 06/01/17††

         100,000    98,750    100,000    98,750

Total Petroleum Refining & Related Industries

      1,679,924       98,750       1,778,674

Pharmaceuticals - 0.70%

                 

Wyeth 6.95%, Due 03/15/11

   1,925,000    2,064,670          1,925,000    2,064,670

Total Pharmaceuticals

      2,064,670             2,064,670

Pipelines - 1.36%

                 

Enterprise Products Operations Series B 5.60%, Due 10/15/14

   1,170,000    1,183,352          1,170,000    1,183,352

Enterprise Products Operating LP 6.30%, Due 09/15/17

         245,000    252,168    245,000    252,168

Plains All American Pipeline LP 6.65%, Due 01/15/37

   1,180,000    1,215,450    225,000    231,759    1,405,000    1,447,209

Texas Eastern Transmission LP 7.00%, Due 07/15/32

   910,000    1,024,914          910,000    1,024,914

Williams Companies Incorporated 7.63%, Due 07/15/19

         100,000    110,750    100,000    110,750

Total Pipelines

      3,423,716       594,677       4,018,393

Primary Metal Industries - 0.60%

                 

Belden Incorporated 7.00%, Due 03/15/17

         100,000    98,250    100,000    98,250

Corning Incorporated 7.25%, Due 08/15/36

   1,490,000    1,670,135          1,490,000    1,670,135

Total Primary Metal Industries

      1,670,135       98,250       1,768,385

Railroad Transportation - 0.43%

                 


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Canadian National Railway Company 6.38%, Due 10/15/11

         100,000    106,516    100,000    106,516

Union Pacific Corporation 6.50%, Due 04/15/12

   1,080,000    1,149,701          1,080,000    1,149,701

Total Railroad Transportation

      1,149,701       106,516       1,256,217

Real Estate Investment Trusts (REITS) - 3.75%

                 

AvalonBay Communities Series MTN 6.63%, Due 09/15/11

   1,265,000    1,342,133          1,265,000    1,342,133

ERP Operating LP 6.95%, Due 03/02/11«

   1,075,000    1,141,307          1,075,000    1,141,307

Equity One Incorporated 3.88%, Due 04/15/09

   2,785,000    2,749,372          2,785,000    2,749,372

International Lease Finance Corporation Series MTN 5.65%, Due 06/01/14

   850,000    864,471    150,000    152,554    1,000,000    1,017,025

Liberty Property LP 7.25%, Due 03/15/11

   1,880,000    2,005,097          1,880,000    2,005,097

Reckson Operating Partnership LP 6.00%, Due 03/31/16

   1,410,000    1,348,965    95,000    90,888    1,505,000    1,439,853

Rouse Company 3.63%, Due 03/15/09

   1,210,000    1,152,169          1,210,000    1,152,169

Rouse Company LP 6.75%, Due 05/01/13††

         120,000    111,942    120,000    111,942

Ventas Realty LP 6.75%, Due 04/01/17«

         100,000    98,750    100,000    98,750

Total Real Estate Investment Trusts (REITS)

      10,603,514       454,134       11,057,648

Rental Auto/Equipment - 0.03%

                 

Avis Budget Car Rental LLC 7.75%, Due 05/15/16

         100,000    94,375    100,000    94,375

Total Rental Auto/Equipment

            94,375       94,375

Security & Commodity Brokers, Dealers, Exchanges & Services - 5.70%

                 

Blackrock Incorporated New York 6.25%, Due 09/15/17

   1,345,000    1,392,240          1,345,000    1,392,240

Goldman Sachs Group Incorporated 5.13%, Due 01/15/15

   5,955,000    5,830,993          5,955,000    5,830,993

Lazard Group LLC 7.13%, Due 05/15/15

   1,470,000    1,493,250          1,470,000    1,493,250

Lehman Brothers Holdings Incorporated Series MTN 6.00%, Due 07/19/12

   1,265,000    1,281,454          1,265,000    1,281,454

Merrill Lynch & Company Incorporated 6.11%, Due 01/29/37

   1,805,000    1,573,823          1,805,000    1,573,823

Morgan Stanley 6.75%, Due 04/15/11

   5,000,000    5,251,295          5,000,000    5,251,295

Total Security & Commodity Brokers, Dealers, Exchanges & Services

      16,823,055             16,823,055

Tobacco Products - 0.95%

                 

Altria Group Incorporated 7.65%, Due 07/01/08

   1,480,000    1,505,567          1,480,000    1,505,567

Reynolds American Incorporated 6.75%, Due 06/15/17

   1,135,000    1,190,362    100,000    104,878    1,235,000    1,295,240

Total Tobacco Products

      2,695,929       104,878       2,800,807

Transportation By Air - 0.31%

                 

Continental Airlines Incorporated Series A 5.98%, Due 04/19/22

   965,000    927,611          965,000    927,611

Total Transportation By Air

      927,611             927,611

Transportation Equipment - 1.31%

                 

DaimlerChrysler NA Holding Corporation 7.75%, Due 01/18/11

         120,000    128,194    120,000    128,194

DaimlerChrysler NA Holding Corporation 6.50%, Due 11/15/13

   2,175,000    2,307,147          2,175,000    2,307,147

Goodrich Company 6.29%, Due 07/01/16

   1,365,000    1,431,197          1,365,000    1,431,197

Total Transportation Equipment

      3,738,344       128,194       3,866,538
                             

Total Corporate Bonds & Notes (Cost $177,398,453, $11,176,811 and $188,575,264, respectively)

      178,363,448       11,144,829       189,508,277
                             

Foreign Corporate Bonds - 11.97%

                 

America Movil SA de CV 5.50%, Due 03/01/14

   1,515,000    1,511,067          1,515,000    1,511,067

America Movil Sab de CV 5.30%, Due 06/27/08±

   1,425,000    1,423,504          1,425,000    1,423,504

British Telecom plc 9.13%, Due 12/15/30

   2,370,000    3,175,056    160,000    214,350    2,530,000    3,389,406

Commonwealth Bank of Australia 6.02%, Due 03/29/49††±

   1,580,000    1,445,574          1,580,000    1,445,574

Delhaize Group 6.50%, Due 06/15/17

   485,000    496,459          485,000    496,459

Diageo Finance BV 3.88%, Due 04/01/11

   1,015,000    982,679          1,015,000    982,679

EDP Finance BV 6.00%, Due 02/02/18††

   1,425,000    1,438,023          1,425,000    1,438,023

EnCana Corporation 6.63%, Due 08/15/37

         175,000    182,382    175,000    182,382

FMC Finance III SA 6.88%, Due 07/15/17††

         100,000    98,000    100,000    98,000

Gaz Capital for Gazprom 6.51%, Due 03/07/22††

   725,000    695,855          725,000    695,855

Globo Comunicacoes e Participacoes SA 7.25%, Due 04/26/22††

   1,485,000    1,433,025          1,485,000    1,433,025

Grupo Televisa SA 6.63%, Due 03/18/25

   1,180,000    1,206,378    205,000    209,583    1,385,000    1,415,961

HSBC Holdings plc 6.50%, Due 09/15/37

         265,000    249,415    265,000    249,415

Ineos Group Holdings plc 8.50%, Due 02/15/16«††

         100,000    90,000    100,000    90,000

Nexen Incorporated 5.88%, Due 03/10/35

   1,495,000    1,392,752          1,495,000    1,392,752

Novelis Incorporated 7.25%, Due 02/15/15

         140,000    130,550    140,000    130,550

Odebrecht Finance Limited 7.50%, Due 10/18/17††

   950,000    959,500          950,000    959,500

PCCW HKT Capital Limited 8.00%, Due 11/15/11††

   1,410,000    1,557,286          1,410,000    1,557,286

Petrobras International Finance Company 6.13%, Due 10/06/16

   960,000    996,000          960,000    996,000

Rogers Wireless Incorporated 6.38%, Due 03/01/14

   1,750,000    1,814,069    150,000    155,492    1,900,000    1,969,561

SMFG Preferred Capital 6.08%, Due 12/29/49††±

   1,420,000    1,302,921          1,420,000    1,302,921

Shaw Communications Incorporated 7.20%, Due 12/15/11

   1,470,000    1,503,075          1,470,000    1,503,075

Telecom Italia Capital 7.20%, Due 07/18/36

   755,000    817,172          755,000    817,172


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Telefonica Emisiones SAU 5.98%, Due 06/20/11

         190,000    195,591    190,000    195,591

Telefonica Emisiones SAU 7.05%, Due 06/20/36«

   835,000    927,882          835,000    927,882

Telefonos de Mexico SA 4.50%, Due 11/19/08

         175,000    174,982    175,000    174,982

UBS Luxembourg SA for Ojsc Vimpel Communications 8.00%, Due 02/11/10††

   1,415,000    1,436,225          1,415,000    1,436,225

Vodafone Group plc 6.15%, Due 02/27/37«

   1,545,000    1,528,693          1,545,000    1,528,693

Westfield Group 5.70%, Due 10/01/16††

   1,440,000    1,413,687          1,440,000    1,413,687

Western Power Distribution Holdings Limited 7.38%, Due 12/15/28††

   2,750,000    3,134,511          2,750,000    3,134,511

MUFG Capital Financing 1 Limited 6.35%, Due 07/29/49±

   1,005,000    964,907    75,000    72,008    1,080,000    1,036,915
                             

Total Foreign Corporate Bonds (Cost $33,080,375, $1,787,941 and $34,868,316, respectively)

      33,556,300       1,772,353       35,328,653
                             

Foreign Government Bonds - 2.07%

                 

United Mexican States 7.50%, Due 01/14/12«

   4,580,000    5,038,000          4,580,000    5,038,000

United Mexican States 5.63%, Due 01/15/17

   930,000    943,020    120,000    121,680    1,050,000    1,064,700
                             

Total Foreign Government Bonds (Cost $5,594,501, $119,082 and $5,713,583, respectively)

      5,981,020       121,680       6,102,700
                             

Municipal Bonds & Notes - 2.33%

                 

Iowa - 0.14%

                 

Tobacco Settlement Authority of Iowa Series A (Excise Tax Revenue LOC) 6.79%, Due 06/01/10

   395,000    404,223          395,000    404,223

Total Iowa

      404,223             404,223

Louisiana - 0.44%

                 

Tobacco Settlement Financing Corporation LA Series 2001A (Other Revenue LOC) 6.36%, Due 05/15/25

   1,302,304    1,307,826          1,302,304    1,307,826

Total Louisiana

      1,307,826             1,307,826

Massachusetts - 0.39%

                 

Boston University Massachusetts (College & University Revenue, GO of Institution) 6.25%, Due 10/01/19±§

   1,150,000    1,150,000          1,150,000    1,150,000

Total Massachusetts

      1,150,000             1,150,000

Oregon - 0.56%

                 

Cow Creek Band Umqua Tribe of Indians Oregon Series A (Other Revenue) 6.88%, Due 10/01/11

   1,720,000    1,660,935          1,720,000    1,660,935

Total Oregon

      1,660,935             1,660,935

Virginia - 0.44%

                 

Tobacco Settlement Financing Corporation VA Series A1 6.71%, Due 06/01/46

   1,425,000    1,311,185          1,425,000    1,311,185

Total Virginia

      1,311,185             1,311,185

Wisconsin - 0.36%

                 

Dane County WI (Property Tax Revenue) 5.85%, Due 12/01/22

   1,000,000    1,052,550          1,000,000    1,052,550

Total Wisconsin

      1,052,550             1,052,550
                             

Total Municipal Bonds & Notes (Cost $6,986,339, $0 and $6,986,339, respectively)

      6,886,719             6,886,719
                             

US Treasury Securities - 5.72%

                 

US Treasury Bills - 0.24%

                 

US Treasury Bill 4.63%, Due 03/31/08«

         700,000    703,336    700,000    703,336

Total US Treasury Bills

            703,336       703,336

US Treasury Bonds - 1.38%

                 

US Treasury Bond 8.13%, Due 08/15/21«

         524,000    727,705    524,000    727,705

US Treasury Bond 7.13%, Due 02/15/23«

         295,000    384,353    295,000    384,353

US Treasury Bond 4.75%, Due 02/15/37«

   2,315,000    2,444,314    495,000    522,650    2,810,000    2,966,964

Total US Treasury Bonds

      2,444,314       1,634,708       4,079,022

US Treasury Notes - 4.10%

                 

US Treasury Note 4.25%, Due 11/15/13«

         1,390,000    1,442,017    1,390,000    1,442,017

US Treasury Note 4.25%, Due 10/15/10«

   395,000    407,899          395,000    407,899

US Treasury Note 3.88%, Due 10/31/12«

   2,345,000    2,393,366    2,070,000    2,112,694    4,415,000    4,506,060

US Treasury Note 4.25%, Due 11/15/17«

   3,150,000    3,222,352    2,460,000    2,516,504    5,610,000    5,738,856

Total US Treasury Notes

      6,023,617       6,071,215       12,094,832
                             

Total US Treasury Securities (Cost $8,441,256, $8,182,294 and $16,623,550, respectively)

      8,467,931       8,409,259       16,877,190
                             

Collateral for Securities Lending - 11.67%

                 

Collateral Invested in Other Assets

                 

Alpine Securitization Corporation 4.70%, Due 12/04/07††

   201,817    201,791    273,468    273,433    475,285    475,224

American General Finance Corporation 5.33%, Due 01/18/08±

   569    569    771    771    1,340    1,340

Amstel Funding Corporation 5.20%, Due 12/04/07

   46,573    46,567    63,108    63,100    109,681    109,667

Aspen Funding Corporation 4.99%, Due 12/27/07

   31,049    30,949    42,072    41,937    73,121    72,886


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund    Income Plus Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Atlas Capital Funding Corporation 4.78%, Due 04/25/08±††

   206,992    206,948    280,480    280,421    487,472    487,369

Atomium Funding LLC 5.10%, Due 12/04/07††

   206,992    206,965    280,480    280,444    487,472    487,409

BASF Finance Europe NV 5.17%, Due 10/17/08±††

   258,739    258,369    350,600    350,099    609,339    608,468

BNP Paribas 4.85%, Due 11/07/08±

   155,244    155,244    210,360    210,360    365,604    365,604

Barton Capital Corporation 4.75%, Due 12/07/07††

   51,748    51,721    70,120    70,084    121,868    121,805

CIT Group Incorporated 5.67%, Due 12/19/07±

   51,748    51,656    70,120    69,995    121,868    121,651

CRC Funding LLC 4.90%, Due 12/05/07††

   258,739    258,672    350,600    350,509    609,339    609,181

Chariot Funding LLC 4.70%, Due 12/05/07††

   362,235    362,141    490,840    490,713    853,075    852,854

Chariot Funding LLC 5.02%, Due 12/28/07

   108,671    108,307    147,252    146,759    255,923    255,066

Cheyne Finance LLC 4.61%, Due 02/25/08±††

   147,481    132,733    199,842    179,858    347,323    312,591

Clipper Receivables Corporation 4.75%, Due 12/03/07

   294,963    294,963    399,684    399,684    694,647    694,647

Clipper Receivables Corporation 5.13%, Due 12/14/07††

   186,292    186,022    252,432    252,066    438,724    438,088

Cullinan Finance Corporation 4.76%, Due 08/04/08±††

   129,370    128,517    175,300    174,145    304,670    302,662

Fairway Finance Corporation 4.73%, Due 12/06/07††

   103,496    103,455    140,240    140,185    243,736    243,640

Fairway Finance Corporation 5.03%, Due 12/10/07††

   175,943    175,783    238,408    238,191    414,351    413,974

Falcon Asset Securitization Corporation 5.02%, Due 12/24/07

   134,545    134,170    182,312    181,805    316,857    315,975

Galleon Capital LLC 4.90%, Due 12/04/07††

   206,992    206,965    280,480    280,444    487,472    487,409

Galleon Capital LLC 4.82%, Due 12/07/07

   181,118    181,023    245,420    245,293    426,538    426,316

Kestrel Funding US LLC 4.76%, Due 02/25/08±††

   186,292    186,155    252,432    252,245    438,724    438,400

Kitty Hawk Funding Corporation 4.74%, Due 12/06/07

   388,109    387,958    525,900    525,695    914,009    913,653

Liquid Funding Limited 5.70%, Due 06/11/08±††

   388,109    388,160    525,900    525,969    914,009    914,129

M&I Marshall & Ilsley Bank Series BKNT 4.84%, Due 02/15/08±

   5,175    5,169    7,012    7,005    12,187    12,174

Merrill Lynch & Company Incorporated Series MTNB 5.45%, Due 01/02/08±

   3,881    3,880    5,259    5,257    9,140    9,137

MetLife Global Funding I 4.71%, Due 10/21/08±††

   129,370    129,094    175,300    174,927    304,670    304,021

Morgan Stanley Series EXL 4.78%, Due 10/15/08±

   79,562    79,562    107,810    107,810    187,372    187,372

Morgan Stanley 4.76%, Due 04/07/08±

   77,622    77,622    105,180    105,180    182,802    182,802

Natexis Banques Populaires 4.90%, Due 09/08/08±††

   129,370    129,370    175,300    175,300    304,670    304,670

Old Line Funding Corporation 5.06%, Due 12/17/07††

   36,224    36,157    49,084    48,994    85,308    85,151

Premium Asset Trust 5.29%, Due 07/15/08±††

   92,111    92,093    124,814    124,789    216,925    216,882

Ranger Funding Corporation 4.86%, Due 12/17/07††

   201,817    201,445    273,468    272,965    475,285    474,410

Racers Trust Series 2004-6-MM 4.93%, Due 03/22/08±††

   242,982    242,982    329,249    329,249    572,231    572,231

SLM Corporation 4.66%, Due 05/12/08±††

   103,496    102,717    140,240    139,185    243,736    241,902

Scaldis Capital Limited 5.06%, Due 12/14/07

   36,224    36,171    49,084    49,013    85,308    85,184

Solitaire Funding LLC 4.99%, Due 12/26/07

   155,244    154,766    210,360    209,712    365,604    364,478

Solitaire Funding LLC 4.99%, Due 12/31/07

   227,691    226,837    308,528    307,371    536,219    534,208

Stanfield Victoria Funding LLC 5.23%, Due 04/03/08±††

   206,992    204,522    280,480    277,134    487,472    481,656

Thames Asset Global Securitization #1 Incorporated 4.90%, Due 12/07/07††

   120,878    120,815    163,793    163,708    284,671    284,523

The Travelers Insurance Company 4.74%, Due 02/08/08±

   99,454    99,452    134,764    134,761    234,218    234,213

Transamerica Occidental Life Insurance 4.89%, Due 08/01/08±

   517,479    517,479    701,200    701,200    1,218,679    1,218,679

UniCredito Italiano Bank (New York) Series YCD 5.62%, Due 12/03/07±

   27,944    27,954    37,865    37,879    65,809    65,833

UniCredito Italiano Bank (New York) Series YCD 5.70%, Due 12/13/07±

   8,797    8,797    11,920    11,921    20,717    20,718

UniCredito Italiano Bank (Ireland) Series LIB 4.69%, Due 10/08/08±††

   129,370    129,218    175,300    175,095    304,670    304,313

Versailles CDS LLC 4.97%, Due 12/05/07

   139,719    139,683    189,324    189,275    329,043    328,958

Versailles CDS LLC 5.11%, Due 12/11/07

   77,622    77,540    105,180    105,069    182,802    182,609

Victoria Finance LLC 4.69%, Due 05/02/08±††

   129,370    129,370    175,300    175,300    304,670    304,670

Victoria Finance LLCVictoria Finance LLC 4.78%, Due 08/07/08±††

   129,370    129,370    175,300    175,300    304,670    304,670

Credit Agricole SA 5.02%, Due 02/25/08±

   116,433    116,428    157,770    157,764    274,203    274,192

General Electric Capital Assurance Company 4.74%, Due 06/16/08±

   82,797    82,797    112,192    112,192    194,989    194,989

ING (USA) Annuity & Life Insurance Company 4.73%, Due 08/16/08±

   181,118    181,118    245,420    245,420    426,538    426,538

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $414,148) 4.77%, Due 12/03/07

   413,983    413,983          413,983    413,983

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $561,183) 4.77%, Due 12/03/07

         560,960    560,960    560,960    560,960

Barclays Repurchase Agreement - 102% Collateralized (Maturity Value $631,335) 4.84%, Due 12/03/07

   465,731    465,731    631,080    631,080    1,096,811    1,096,811

Citigroup Repurchase Agreement - 102% Collateralized (Maturity Value $1,402,958) 4.77%, Due 12/03/07

   1,034,958    1,034,958    1,402,401    1,402,401    2,437,359    2,437,359

Merrill Lynch & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $1,402,956) 4.75%, Due 12/03/07

   1,034,958    1,034,958    1,402,401    1,402,401    2,437,359    2,437,359


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate Bond Fund     Income Plus Fund     Pro Forma Combined  
     Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
 

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $387,661) 4.77%, Due 12/03/07

   387,507      387,507          387,507      387,507  

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $525,293) 4.77%, Due 12/03/07

        525,084      525,084     525,084      525,084  

Bear Stearns & Company Incorporated International Repurchase Agreement - 102% Collateralized (Maturity Value $350,738) 4.74%, Due 12/03/07

   258,739      258,739     350,600      350,600     609,339      609,339  

Bear Stearns & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $1,052,221) 4.79%, Due 12/03/07

   776,218      776,218     1,051,801      1,051,801     1,828,019      1,828,019  

BNP Paribas Repurchase Agreement - 102% Collateralized (Maturity Value $1,402,958) 4.77%, Due 12/03/07

   1,034,958      1,034,958     1,402,401      1,402,401     2,437,359      2,437,359  

Credit Suisse First Boston Repurchase Agreement - 102% Collateralized (Maturity Value $1,753,701) 4.79%, Due 12/03/07

   1,293,697      1,293,697     1,753,001      1,753,001     3,046,698      3,046,698  
                                       

Total Collateral for Securities Lending (Cost $14,643,708, $19,842,690 and $34,486,398, respectively)

        14,628,960          19,822,709          34,451,669  
                                       

Short-Term Investments - 4.53%

               

Mutual Funds - 4.46%

               

Wells Fargo Advantage Money Market Trust~‡

   6,152,240      6,152,240     7,023,270      7,023,270     13,175,510      13,175,510  

US Treasury Bills - 0.07%

               

US Treasury Bill 4.83%, Due 01/24/08^#

   210,000      209,153          210,000      209,153  
                                       

Total Short-Term Investments (Cost $6,361,081, $7,023,270 and $13,384,351, respectively)

        6,361,393          7,023,270          13,384,663  
                                       

Total Investments in Securities (Cost $253,077,882, $79,130,110 and $332,207,992, respectively) - 113.06%*

        254,259,904          79,521,871          333,781,775  

Other Assets and Liabilities, Net - (13.06%)

        (12,185,068 )        (26,374,519 )        (38,559,587 )
                                       

Net Assets - 100%

      $ 242,074,836        $ 53,147,352        $ 295,222,188  
                                       

 

« All or a portion of this security is on loan. (See Note 2)
± Variable rate investments.
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
(c) Interest-only securities entitle holders to receive only the interest payments on the underlying mortgages. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents the coupon rate.
§ These securities are subject to a demand feature which reduces the effective maturity.
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The Fund does not pay an investment advisory fee for such investments.
Security of an affiliate of the Fund with a cost of $13,175,510.
* Cost for federal income tax purposes is substantially the same as for financial reporting purposes.
^ Zero coupon bond. Interest rate presented is yield to maturity.
Non-income earning securities.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate
Bond Fund
    Income Plus
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Assets

        

Investments

        

In securities, at market value

   $ 233,478,704     $ 52,675,892       $ 286,154,596  

Collateral for securities loaned

     14,628,960       19,822,709         34,451,669  

Investments in affiliates

     6,152,240       7,023,270         13,175,510  
                                

Total investments at market value (see cost below)

     254,259,904       79,521,871       —         333,781,775  
                                

Cash

     —         5,598         5,598  

Receivable for Fund shares issued

     141,998       107,956         249,954  

Receivable for investments sold

     7,127,881       11,133         7,139,014  

Receivables for dividends and interest

     3,572,386       482,124         4,054,510  
                                

Total assets

     265,102,169       80,128,682       —         345,230,851  
                                

Liabilities

        

Payable for daily variation margin on futures contracts

     2,547       —           2,547  

Payable for Fund shares redeemed

     67,420       133,315         200,735  

Payable for investments purchased

     6,718,605       6,965,112         13,683,717  

Dividends payable

     1,057,357       —           1,057,357  

Payable to investment advisor and affiliates

     96,735       33,991         130,726  

Payable for interest rate swaps/spread locks

     5,379       —           5,379  

Payable for securities loaned

     14,643,708       19,842,693         34,486,401  

Accrued expenses and other liabilities

     435,582       6,219         441,801  
                                

Total liabilities

     23,027,333       26,981,330       —         50,008,663  
                                

Total net assets

   $ 242,074,836     $ 53,147,352     $ —       $ 295,222,188  
                                

NET ASSETS CONSIST OF

        

Paid-in capital

   $ 374,086,541     $ 61,038,504       $ 435,125,045  

Undistributed net investment income (loss)

     (1,305 )     (117,044 )       (118,349 )

Undistributed net realized gain (loss) on investments

     (133,135,069 )     (8,165,879 )       (141,300,948 )

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     1,182,022       391,771         1,573,793  

Net unrealized appreciation (depreciation) of futures

     (51,974 )     —           (51,974 )

Net unrealized appreciation (depreciation) of options, swap agreements, and short sales

     (5,379 )     —           (5,379 )
                                

Total net assets

   $ 242,074,836     $ 53,147,352     $ —       $ 295,222,188  
                                

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

        

Net assets – Class A

     NA     $ 39,292,613     $ 15,953,550 3   $ 55,246,163  

Shares outstanding – Class A

     NA       3,624,223       1,472,287       5,096,510  

Net asset value per share – Class A

     NA     $ 10.84       $ 10.84  

Maximum offering price per share – Class A2

     NA     $ 11.35       $ 11.35  

Net assets – Class B

     NA     $ 9,025,713       $ 9,025,713  

Shares outstanding – Class B

     NA       832,299         832,299  

Net asset value and offering price per share – Class B

     NA     $ 10.84       $ 10.84  

Net assets – Class C

     NA     $ 4,829,026       $ 4,829,026  

Shares outstanding – Class C

     NA       445,401         445,401  

Net asset value and offering price per share – Class C

     NA     $ 10.84       $ 10.84  

Net assets – Advisor Class

   $ 15,953,550       NA     $ (15,953,550 )3   $ —    

Shares outstanding – Advisor Class

     1,557,489       NA       (1,557,489 )     —    

Net asset value and offering price per share – Advisor Class

   $ 10.24       NA       $ —    

Net assets – Institutional Class

   $ 23,552,388       NA       $ 23,552,388  

Shares outstanding – Institutional Class

     2,299,570       NA       (126,840 )4     2,172,730  

Net asset value and offering price per share – Institutional Class

   $ 10.24       NA       $ 10.84  

Net assets – Investor Class

   $ 202,568,898       NA       $ 202,568,898  

Shares outstanding – Investor Class

     19,770,825       NA       (1,083,657 )5     18,687,168  

Net asset value and offering price per share – Investor Class

   $ 10.25       NA       $ 10.84  
                                

Investments at cost

   $ 253,077,882     $ 79,130,110     $ —       $ 332,207,992  
                                

Securities on loan, at market value

   $ 14,305,637     $ 19,452,378     $ —       $ 33,758,015  
                                

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/95.50 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Advisor Class shares of Corporate Bond Fund are exchanged for Class A shares of Income Plus Fund in an amount equal to the total value of the Advisor Class shares divided by the current per share value of the Class A shares.

4

Institutional Class shares (“I shares) of Corporate Bond Fund are exchanged for new I shares of Income Plus Fund, to be established upon consummation of the merger, in an amount equal to the total value of the Corporate Bond Fund I shares divided by current per share value of the new Income Plus Fund I shares (presumed to equal the Income Plus Fund A share value in this proforma).

5

Investor Class shares (“Inv shares) of Corporate Bond Fund are exchanged for new Inv shares of Income Plus Fund, to be established upon consummation of the merger, in an amount equal to the total value of the Corporate Bond Fund Inv shares divided by current per share value of the new Income Plus Fund I shares (presumed to equal the Income Plus Fund A share value in this proforma).

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Operations - For the Twelve Months Ended November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Corporate
Bond Fund
    Income
Plus Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Interest

   $ 14,877,640     $ 2,889,409       $ 17,767,049  

Income from affiliated securities

     204,092       98,080         302,172  

Securities lending income, net

     76,688       47,869         124,557  
                                

Total investment income

     15,158,420       3,035,358       —         18,193,778  
                                

Expenses

        

Advisory fees

     1,151,894       294,068       (249,321 )1     1,196,641  

Administration fees

        

Fund Level

     127,989       26,734       606 1     155,329  

Class A

     —         105,565       (40,656 )1     64,909  

Class B

     —         30,459         30,459  

Class C

     —         13,682         13,682  

Advisor Class

     41,294       —         41,294 1     82,588  

Institutional Class

     17,453       —           17,453  

Investor Class

     969,877       —         95,541 1     1,065,418  

Custody fees

     51,196       10,693         61,889  

Shareholder servicing fees

     585,401       133,666       (51,516 )1     667,551  

Accounting fees

     51,183       22,049       11,360 1     84,592  

Distribution fees

        

Class B

     —         81,589         81,589  

Class C

     —         36,650         36,650  

Professional fees

     28,249       18,607       12,708 2     59,564  

Registration fees

     27,385       27,978       22,259 2     77,622  

Shareholder reports

     58,393       13,905       18,075 2     90,373  

Trustees’ fees

     9,134       9,134       7,226 2     25,494  

Other fees and expenses

     3,387       483       (224 )2     3,646  
                                

Total expenses

     3,122,835       825,262       (132,648 )     3,815,449  
                                

Less

        

Waived fees and reimbursed expenses

     (699,058 )     (172,086 )     (12,303 )     (883,447 )

Net expenses

     2,423,777       653,176       (144,951 )     2,932,002  
                                

Net investment income (loss)

     12,734,643       2,382,182       144,951       15,261,776  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     (577,834 )     711,515         133,681  

Futures transactions

     658,845       —           658,845  

Options, swap agreements and short sale transactions

     42,754       —           42,754  
                                

Net realized gain (loss) from Investments

     123,765       711,515       —         835,280  
                                

Net change in unrealized appreciation (depreciation) of Securities, foreign currencies and foreign currency translation

     (3,385,125 )     (112,473 )       (3,497,598 )

Futures transactions

     6,334       —           6,334  

Options, swap agreements and short sale transactions

     (5,379 )     —           (5,379 )
                                

Net change in unrealized appreciation (depreciation) of investments

     (3,384,170 )     (112,473 )     —         (3,496,643 )
                                

Net realized and unrealized gain (loss) on investments

     (3,260,405 )     599,042       —         (2,661,363 )
                                

Net increase (decrease) in net assets resulting from operations

   $ 9,474,238     $ 2,981,224     $ 144,951     $ 12,600,413  
                                

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     High Yield Bond Fund    High Income Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Asset Backed Securities - 0.13%

                 

DB Master Finance LLC Series 2006-1 Class M1 8.29%, Due 06/20/31††

   500,000    $ 505,695          500,000    $ 505,695
                                   

Total Asset Backed Securities (Cost $499,992, $0 and $499,992, respectively)

        505,695               505,695
                                   

Corporate Bonds & Notes - 84.29%

                 

Agricultural Production Crops - 0.30%

                 

Dole Food Company Incorporated 7.25%, Due 06/15/10

   200,000      183,000          200,000      183,000

Dole Food Company Incorporated 8.63%, Due 05/01/09

   425,000      416,500          425,000      416,500

Dole Food Company Incorporated 8.88%, Due 03/15/11«

   600,000      559,500          600,000      559,500

Total Agricultural Production Crops

        1,159,000               1,159,000

Agricultural Production Livestock & Animal Specialized - 0.12%

                 

Pilgrim’s Pride Corporation 7.63%, Due 05/01/15

   300,000      294,000          300,000      294,000

Pilgrim’s Pride Corporation 8.38%, Due 05/01/17«

   200,000      196,000          200,000      196,000

Total Agricultural Production Livestock & Animal Specialized

        490,000               490,000

Amusement & Recreation Services - 1.44%

                 

Mashantucket Western Pequot Tribe 8.50%, Due 11/15/15††

         1,690,000    $ 1,690,000    1,690,000      1,690,000

Single Springs Tribal Gaming Authority 9.38%, Due 06/15/15††«

         2,320,000      2,273,600    2,320,000      2,273,600

Speedway Motorsports Incorporated 6.75%, Due 06/01/13

   530,000      519,400          530,000      519,400

Town Sports International Incorporated 9.25%, Due 02/01/14^

         1,222,000      1,148,680    1,222,000      1,148,680

Total Amusement & Recreation Services

        519,400         5,112,280         5,631,680

Apparel & Accessory Stores - 0.70%

                 

Neiman Marcus Group Incorporated 9.00%, Due 10/15/15¥

         1,855,000      1,929,200    1,855,000      1,929,200

Payless ShoeSource Incorporated 8.25%, Due 08/01/13

   600,000      558,000          600,000      558,000

Phillips Van-Heusen Corporation 7.25%, Due 02/15/11

   250,000      250,000          250,000      250,000

Total Apparel & Accessory Stores

        808,000         1,929,200         2,737,200

Apparel & Other Finished Products Made From Fabrics & Similar Materials - 0.72%

                 

Riddell Bell Holdings Incorporated 8.38%, Due 10/01/12

         3,070,000      2,824,400    3,070,000      2,824,400

Total Apparel & Other Finished Products Made From Fabrics & Similar Materials

              2,824,400         2,824,400

Automotive Dealers & Gasoline Service Stations - 0.40%

                 

Asbury Automotive Group Incorporated 7.63%, Due 03/15/17

   510,000      461,550          510,000      461,550

Group 1 Automotive Incorporated 8.25%, Due 08/15/13

   125,000      123,125          125,000      123,125

Sonic Automotive Incorporated Series B 8.63%, Due 08/15/13«

   575,000      568,531          575,000      568,531

United Auto Group Incorporated 7.75%, Due 12/15/16

   425,000      403,750          425,000      403,750

Total Automotive Dealers & Gasoline Service Stations

        1,556,956               1,556,956

Automotive Repair, Services & Parking - 0.09%

                 

Allison Transmission Incorporated 11.00%, Due 11/01/15«††

   50,000      48,125          50,000      48,125

Allison Transmission Incorporated 11.25%, Due 11/01/15

   220,000      205,150          220,000      205,150

Neff Corporation 10.00%, Due 06/01/15«

   135,000      81,000          135,000      81,000

Total Automotive Repair, Services & Parking

        334,275               334,275

Building Construction-General Contractors & Operative Builders - 0.09%

                 

Esco Corporation 8.63%, Due 12/15/13††

   100,000      100,500          100,000      100,500

Esco Corporation 9.57%, Due 12/15/13±††

   250,000      247,500          250,000      247,500

Total Building Construction-General Contractors & Operative Builders

        348,000               348,000

Business Services - 5.17%

                 

Affinity Group Incorporated 10.88%, Due 02/15/12¥

   50,000      50,000          50,000      50,000

Affinity Group Incorporated 9.00%, Due 02/15/12

   350,000      330,750          350,000      330,750

Deluxe Corporation 7.38%, Due 06/01/15

         3,295,000      3,270,288    3,295,000      3,270,288

First Data Corporation 9.88%, Due 09/24/15«††

   485,000      451,050          485,000      451,050

Kar Holdings Incorporated 10.00%, Due 05/01/15††

   550,000      499,125          550,000      499,125

Lamar Media Corporation 6.63%, Due 08/15/15††

   300,000      285,000          300,000      285,000

Lamar Media Corporation 6.63%, Due 08/15/15††

         2,360,000      2,242,000    2,360,000      2,242,000

Nco Group Incorporated 11.88%, Due 11/15/14

   350,000      336,000          350,000      336,000

Open Solutions Incorporated 9.75%, Due 02/01/15††

   475,000      441,750          475,000      441,750

Penhall International Corporation 12.00%, Due 08/01/14††

         1,680,000      1,545,600    1,680,000      1,545,600

Rainbow National Services LLC 10.38%, Due 09/01/14††

         1,490,000      1,609,200    1,490,000      1,609,200

Rental Service Corporation 9.50%, Due 12/01/14

         1,705,000      1,581,388    1,705,000      1,581,388

Seagate Technology HDD Holdings 6.80%, Due 10/01/16

   700,000      689,500          700,000      689,500

Sungard Data Systems Incorporated 10.25%, Due 08/15/15«

   600,000      618,000          600,000      618,000

SunGard Data Systems Incorporated 3.75%, Due 01/15/09

   200,000      193,000          200,000      193,000

SunGard Data Systems Incorporated 9.13%, Due 08/15/13

   550,000      559,625    2,610,000      2,655,675    3,160,000      3,215,300

United Rentals North America Incorporated 7.75%, Due 11/15/13«

         1,310,000      1,198,650    1,310,000      1,198,650

West Corporation 11.00%, Due 10/15/16«

         1,640,000      1,640,000    1,640,000      1,640,000


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

    High Yield Bond Fund    High Income Fund    Pro Forma Combined
    Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Total Business Services

     4,453,800       15,742,801       20,196,601

Casino & Gaming - 4.80%

                

CCM Merger Incorporated 8.00%, Due 08/01/13††

        2,215,000    2,054,413    2,215,000    2,054,413

Chukchansi Economic Development Authority 8.00%, Due 11/15/13††

  250,000    245,000          250,000    245,000

Chukchansi Economic Development Authority 8.24%, Due 11/15/12±††

  120,000    117,000          120,000    117,000

MGM Mirage Incorporated 6.00%, Due 10/01/09

  400,000    396,000          400,000    396,000

MGM Mirage Incorporated 7.63%, Due 01/15/17

        1,980,000    1,970,100    1,980,000    1,970,100

MTR Gaming Group Incorporated Series B 9.00%, Due 06/01/12

  200,000    190,000          200,000    190,000

Penn National Gaming Incorporated 6.75%, Due 03/01/15

        2,550,000    2,581,875    2,550,000    2,581,875

Penn National Gaming Incorporated 6.88%, Due 12/01/11

  480,000    478,800          480,000    478,800

Pinnacle Entertainment 8.25%, Due 03/15/12

        1,750,000    1,767,500    1,750,000    1,767,500

Pokagon Gaming Authority 10.38%, Due 06/15/14††

        2,490,000    2,664,300    2,490,000    2,664,300

River Rock Entertainment Authority 9.75%, Due 11/01/11

  100,000    103,000          100,000    103,000

San Pasqual Casino 8.00%, Due 09/15/13††

  425,000    418,625          425,000    418,625

Tunica-Biloxi Gaming AU 9.00%, Due 11/15/15††

        1,850,000    1,868,500    1,850,000    1,868,500

Turning Stone Casino Resort Enterprise 9.13%, Due 12/15/10††

        2,110,000    2,120,550    2,110,000    2,120,550

Waterford Gaming LLC 8.63%, Due 09/15/14††

        1,655,000    1,652,931    1,655,000    1,652,931

Wynn Las Vegas LLC 6.63%, Due 12/01/14

  134,000    129,980          134,000    129,980

Total Casino & Gaming

     2,078,405       16,680,169       18,758,574

Chemicals & Allied Products - 0.88%

                

Equistar Chemicals LP/Equistar Funding Corporation 10.13%, Due 09/01/08

  131,000    135,585          131,000    135,585

Huntsman International LLC 7.88%, Due 11/15/14

  150,000    160,875          150,000    160,875

Innophos Incorporated 8.88%, Due 08/15/14

  265,000    263,675          265,000    263,675

Lyondell Chemical Company 8.00%, Due 09/15/14

  167,000    189,128          167,000    189,128

Lyondell Chemical Company 8.25%, Due 09/15/16

  278,000    325,955          278,000    325,955

Mosaic Company 7.38%, Due 12/01/14††

  250,000    263,750          250,000    263,750

Mosaic Company 7.63%, Due 12/01/16«††

  250,000    267,500          250,000    267,500

Mosaic Company 7.63%, Due 12/01/16††«

        1,710,000    1,829,700    1,710,000    1,829,700

Total Chemicals & Allied Products

     1,606,468       1,829,700       3,436,168

Coal Mining - 1.39%

                

Foundation PA Coal Company 7.25%, Due 08/01/14«

        3,145,000    3,027,063    3,145,000    3,027,063

Massey Energy Company 6.88%, Due 12/15/13

        2,545,000    2,405,025    2,545,000    2,405,025

Total Coal Mining

           5,432,088       5,432,088

Communications - 12.24%

                

American Tower Corporation 7.00%, Due 10/15/17††

  320,000    325,600    2,455,000    2,497,963    2,775,000    2,823,563

Barrington Broadcasting Group Llc and Barrington Broadcasting Capital Corporation 10.50%, Due 08/15/14

  640,000    649,600          640,000    649,600

CCH I LLC/CCH I Capital Corporation 11.00%, Due 10/01/15«

        1,635,000    1,422,450    1,635,000    1,422,450

CCH II LLC/CCH II Capital Corporation 10.25%, Due 10/01/13

        3,240,000    3,207,600    3,240,000    3,207,600

Centennial Communications Corporation 10.00%, Due 01/01/13«

  600,000    624,000          600,000    624,000

Charter Communication OPT LLC Capital 8.00%, Due 04/30/12††

  1,245,000    1,216,988          1,245,000    1,216,988

Charter Communication OPT LLC Capital 8.38%, Due 04/30/14††

  525,000    514,500          525,000    514,500

Charter Communications Holdings II LLC/Capital Corporation 10.25%, Due 09/15/10

        1,660,000    1,639,250    1,660,000    1,639,250

Citizens Communications Company 6.25%, Due 01/15/13

        2,130,000    2,058,113    2,130,000    2,058,113

Citizens Communications Company 7.05%, Due 10/01/46

  325,000    264,875          325,000    264,875

Citizens Communications Company 7.13%, Due 03/15/19

  35,000    33,425          35,000    33,425

Cricket Communications Incorporated 9.38%, Due 11/01/14

  450,000    418,500          450,000    418,500

CSC Holdings Incorporated 7.88%, Due 12/15/07

  275,000    275,000          275,000    275,000

CSC Holdings Incorporated Series B 7.63%, Due 04/01/11

        1,730,000    1,695,400    1,730,000    1,695,400

DIRECTV Holdings/Finance 6.38%, Due 06/15/15

  50,000    48,375          50,000    48,375

DIRECTV Holdings/Finance 8.38%, Due 03/15/13

  500,000    518,750          500,000    518,750

Dobson Cellular Systems Incorporated 8.38%, Due 11/01/11

  200,000    214,500          200,000    214,500

Dobson Cellular Systems Incorporated 9.88%, Due 11/01/12

  400,000    437,000          400,000    437,000

Dobson Communications Corporation 8.88%, Due 10/01/13«

  380,000    408,500          380,000    408,500

Dobson Communications Corporation 9.61%, Due 10/15/12±

  250,000    255,000          250,000    255,000

Echostar DBS Corporation 7.13%, Due 02/01/16

  350,000    364,438          350,000    364,438

Embarq Corporation 8.00%, Due 06/01/36

        2,645,000    2,795,501    2,645,000    2,795,501

Fisher Communications Incorporated 8.63%, Due 09/15/14

  300,000    304,500          300,000    304,500

Intelsat Corporation 9.00%, Due 06/15/16

  395,000    400,925          395,000    400,925

L-3 Communications Corporation 6.38%, Due 10/15/15

  660,000    653,400    1,985,000    1,965,150    2,645,000    2,618,550

LBI Media Incorporated 8.50%, Due 08/01/17††

  250,000    241,250          250,000    241,250

Mediacom Broadband LLC 8.50%, Due 10/15/15

        3,360,000    2,990,400    3,360,000    2,990,400

Metropcs Wireless Incorporated 9.25%, Due 11/01/14

  825,000    781,688          825,000    781,688

Nextel Communications Series F 5.95%, Due 03/15/14

        2,620,000    2,440,554    2,620,000    2,440,554


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

    High Yield Bond Fund    High Income Fund    Pro Forma Combined
    Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

PanAmSat Corporation 9.00%, Due 08/15/14

  705,000    715,575          705,000    715,575

Paxson Communications 11.49%, Due 01/15/13††«±

        2,320,000    2,302,600    2,320,000    2,302,600

Qwest Communications International Incorporated 7.25%, Due 02/15/11

  155,000    153,450          155,000    153,450

Qwest Communications International Incorporated Series B 7.50%, Due 02/15/14

  785,000    779,113    2,905,000    2,883,213    3,690,000    3,662,326

Qwest Corporation 7.50%, Due 10/01/14

  150,000    151,875          150,000    151,875

Qwest Corporation 7.63%, Due 06/15/15

  480,000    489,600          480,000    489,600

Qwest Corporation 8.94%, Due 06/15/13±

        3,380,000    3,472,950    3,380,000    3,472,950

RH Donnelley Corporation 8.88%, Due 10/15/17††

        845,000    796,413    845,000    796,413

Rural Cellular Corporation 8.25%, Due 03/15/12

  200,000    207,500          200,000    207,500

Rural Cellular Corporation 9.88%, Due 02/01/10

  1,305,000    1,353,938          1,305,000    1,353,938

Time Warner Telecommunication Holdings 9.25%, Due 02/15/14

  300,000    306,750          300,000    306,750

Windstream Corporation 8.13%, Due 08/01/13

        840,000    864,150    840,000    864,150

Windstream Corporation 8.63%, Due 08/01/16

        1,630,000    1,691,125    1,630,000    1,691,125

Total Communications

     13,108,615       34,722,832       47,831,447

Consumer Services - 0.07%

                

Allis-Chalmers Energy Incorporated 8.50%, Due 03/01/17

  300,000    288,000          300,000    288,000

Total Consumer Services

     288,000             288,000

Depository Institutions - 0.23%

                

Chevy Chase Bank FSB 6.88%, Due 12/01/13

  950,000    912,000          950,000    912,000

Total Depository Institutions

     912,000             912,000

Eating & Drinking Places - 2.00%

                

ARAMARK Corporation 8.50%, Due 02/01/15

        3,340,000    3,352,525    3,340,000    3,352,525

Beverages & More Incorporated 9.25%, Due 03/01/12††

  75,000    75,938          75,000    75,938

Denny’s Corporation/Holdings Incorporated 10.00%, Due 10/01/12

  400,000    396,000          400,000    396,000

O’Charleys Incorporated 9.00%, Due 11/01/13

  1,400,000    1,386,000          1,400,000    1,386,000

Real Mex Restaurants Incorporated 10.00%, Due 04/01/10Ǥ

  1,050,000    1,029,000          1,050,000    1,029,000

Sbarro Incorporated 10.38%, Due 02/01/15«

        1,820,000    1,583,400    1,820,000    1,583,400

Total Eating & Drinking Places

     2,886,938       4,935,925       7,822,863

Educational Services - 0.54%

                

Education Management LLC 8.75%, Due 06/01/14

        2,110,000    2,110,000    2,110,000    2,110,000

Total Educational Services

           2,110,000       2,110,000

Electric, Gas & Sanitary Services - 7.43%

                

Allied Waste North America 6.38%, Due 04/15/11«

  350,000    345,625          350,000    345,625

Allied Waste North America 6.50%, Due 11/15/10

  300,000    300,375          300,000    300,375

Allied Waste North America Incorporated 6.88%, Due 06/01/17

        1,720,000    1,692,050    1,720,000    1,692,050

Clean Harbors Incorporated 11.25%, Due 07/15/12

        532,000    574,323    532,000    574,323

Edison Mission Energy 7.75%, Due 06/15/16

        1,680,000    1,696,800    1,680,000    1,696,800

Edison Misson Energy 7.20%, Due 05/15/19

        2,735,000    2,611,925    2,735,000    2,611,925

El Paso Corporation 6.88%, Due 06/15/14

  100,000    100,293          100,000    100,293

El Paso Corporation 7.00%, Due 06/15/17

  475,000    476,031          475,000    476,031

El Paso Performance-Linked Trust 7.75%, Due 07/15/11††

  450,000    471,254          450,000    471,254

Ferrellgas Partners LP 6.75%, Due 05/01/14

  350,000    339,500          350,000    339,500

Inergy LP/Inergy Finance Corporation 6.88%, Due 12/15/14«

        1,770,000    1,708,050    1,770,000    1,708,050

Mirant North America LLC 7.38%, Due 12/31/13«

        1,950,000    1,954,875    1,950,000    1,954,875

Nevada Power Company Series M 5.95%, Due 03/15/16

  100,000    100,521          100,000    100,521

Nevada Power Company Series O 6.50%, Due 05/15/18

  200,000    207,386          200,000    207,386

Northwest Pipeline Corporation 7.00%, Due 06/15/16

  125,000    135,781          125,000    135,781

NRG Energy Incorporated 7.25%, Due 02/01/14

  605,000    591,388          605,000    591,388

NRG Energy Incorporated 7.38%, Due 01/15/17

  200,000    195,500    2,100,000    2,052,750    2,300,000    2,248,250

NRG Energy Incorporated 7.38%, Due 02/01/16

  700,000    686,000    3,210,000    3,145,800    3,910,000    3,831,800

Sierra Pacific Power Company 6.00%, Due 05/15/16

  300,000    303,590          300,000    303,590

Sierra Pacific Power Company Series P 6.75%, Due 07/01/37

  200,000    206,304          200,000    206,304

Sierra Pacific Resources 6.75%, Due 08/15/17

        4,980,000    4,835,610    4,980,000    4,835,610

Tennessee Gas Pipeline Company 8.38%, Due 06/15/32

        3,480,000    4,102,395    3,480,000    4,102,395

Texas Competitive Eletric Holdings Company LLC 10.25%, Due 11/01/15††

        210,000    208,910    210,000    208,910

Total Electric, Gas & Sanitary Services

     4,459,548       24,583,488       29,043,036

Energy - 0.27%

                

White Pine Hydro Portfolio 7.26%, Due 07/20/15††

        1,000,000    1,040,881    1,000,000    1,040,881

Total Energy

           1,040,881       1,040,881

Electronic & Other Electrical Equipment & Components, Except Computer Equipment - 0.08%

                

Baldor Electric Company 8.63%, Due 02/15/17

  325,000    333,125          325,000    333,125

Total Electronic & Other Electrical Equipment & Components, Except Computer Equipment

     333,125             333,125

Engineering, Accounting, Research Management & Related Services - 0.86%

                

Cornell Companies Incorporated 10.75%, Due 07/01/12

  400,000    427,000          400,000    427,000

Lvb Acquisition Merger Sub Incorporated 11.63%, Due 10/15/17††

  500,000    493,125          500,000    493,125


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

 

    High Yield Bond Fund    High Income Fund    Pro Forma Combined
    Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

US Oncology Incorporated 9.00%, Due 08/15/12

        2,465,000    2,428,025    2,465,000    2,428,025

Total Engineering, Accounting, Research Management & Related Services

     920,125       2,428,025       3,348,150

Fabricated Metal Products, Except Machinery & Transportation Equipment - 0.84%

                

Ball Corporation 6.63%, Due 03/15/18

        3,310,000    3,268,625    3,310,000    3,268,625

Total Fabricated Metal Products, Except Machinery & Transportation Equipment

           3,268,625       3,268,625

Food & Kindred Products - 0.98%

                

Constellation Brands Incorporated 7.25%, Due 09/01/16

  100,000    93,500          100,000    93,500

Dean Foods Company 6.90%, Due 10/15/17

  125,000    108,438          125,000    108,438

Parmalat Bakery Series A2 5.00%, Due 07/09/12††(i)

        1,329,852    1,156,971    1,329,852    1,156,971

Parmalat Dairy Series A1 5.00%, Due 07/09/10††(i)

        1,329,852    1,196,867    1,329,852    1,196,867

Pinnacle Foods LLC Corporation 9.25%, Due 04/01/15††

        515,000    466,075    515,000    466,075

Reynolds American Incorporated 7.63%, Due 06/01/16

  650,000    709,613          650,000    709,613

Smithfield Foods Incorporated 7.75%, Due 07/01/17

  95,000    92,150          95,000    92,150

Total Food & Kindred Products

     1,003,701       2,819,913       3,823,614

Health Services - 4.96%

                

Alliance Imaging Incorporated 7.25%, Due 12/15/12††

        2,530,000    2,352,900    2,530,000    2,352,900

Community Health Systems Incorporated Series WI 8.88%, Due 07/15/15

  770,000    777,700          770,000    777,700

Community Health Systems Incorporated Series WI 8.88%, Due 07/15/15

        3,385,000    3,418,850    3,385,000    3,418,850

DaVita Incorporated 7.25%, Due 03/15/15

        2,560,000    2,489,600    2,560,000    2,489,600

Hca Incorporated 9.13%, Due 11/15/14

  250,000    255,625          250,000    255,625

HCA Incorporated 9.25%, Due 11/15/16

  950,000    983,250    2,520,000    2,608,200    3,470,000    3,591,450

HCA Incorporated 9.63%, Due 11/15/16«¥

        3,360,000    3,494,400    3,360,000    3,494,400

Sun Healthcare Group Incorporated 9.13%, Due 04/15/15

  200,000    200,500          200,000    200,500

Tenet Healthcare Corporation 6.38%, Due 12/01/11

  675,000    607,500          675,000    607,500

Tenet Healthcare Corporation 6.88%, Due 11/15/31

  160,000    119,200          160,000    119,200

United Surgical Partners International Incorporated 8.88%, Due 05/01/17

  240,000    234,000          240,000    234,000

Vanguard Health Holdings 9.00%, Due 10/01/14

        1,960,000    1,857,100    1,960,000    1,857,100

Total Health Services

     3,177,775       16,221,050       19,398,825

Holding & Other Investment Offices - 0.25%

                

Bonten Media Acquisition Company 9.00%, Due 06/01/15

  85,000    75,225          85,000    75,225

Sheridan Acquisition Corporation 10.25%, Due 08/15/11

  905,000    905,000          905,000    905,000

Total Holding & Other Investment Offices

     980,225             980,225

Industrial & Commercial Machinery & Computer Equipment - 1.74%

                

Actuant Corporation 6.88%, Due 06/15/17††«

        1,065,000    1,038,375    1,065,000    1,038,375

Case New Holland Incorporated 7.13%, Due 03/01/14

        2,390,000    2,384,025    2,390,000    2,384,025

Grant Prideco Incorporated Series B 6.13%, Due 08/15/15

        1,650,000    1,691,250    1,650,000    1,691,250

Terex Corporation 8.00%, Due 11/15/17

        1,690,000    1,698,450    1,690,000    1,698,450

Total Industrial & Commercial Machinery & Computer Equipment

           6,812,100       6,812,100

Insurance Agents, Brokers & Service - 0.11%

                

USI Holdings Corporation 9.75%, Due 05/15/15††

  500,000    417,500          500,000    417,500

Total Insurance Agents, Brokers & Service

     417,500             417,500

Insurance Carriers - 0.21%

                

Centene Corporation 7.25%, Due 04/01/14

  400,000    390,000          400,000    390,000

MultiPlan Incorporated 10.38%, Due 04/15/16††

  450,000    450,000          450,000    450,000

Total Insurance Carriers

     840,000             840,000

Justice, Public Order & Safety - 0.98%

                

Corrections Corporation of America 6.25%, Due 03/15/13

  625,000    617,188    2,600,000    2,567,500    3,225,000    3,184,688

Corrections Corporation of America 6.75%, Due 01/31/14

  130,000    130,488          130,000    130,488

Geo Group Incorporated 8.25%, Due 07/15/13

  525,000    525,000          525,000    525,000

Total Justice, Public Order & Safety

     1,272,676       2,567,500       3,840,176

Legal Services - 0.76%

                

FTI Consulting Incorporated 7.75%, Due 10/01/16

        2,855,000    2,962,063    2,855,000    2,962,063

Total Legal Services

           2,962,063       2,962,063

Local & Sub-Transit & Interurban Highway Pass Transportation - 0.13%

                

Rural Metro Corporation 9.88%, Due 03/15/15

  515,000    494,400          515,000    494,400

Total Local & Sub-Transit & Interurban Highway Pass Transportation

     494,400             494,400

Measuring, Analyzing & Controlling Instruments:

Photographic, Medical & Optical Goods - 0.60%

                

Cooper Companies Incorporated 7.13%, Due 02/15/15

  700,000    679,000          700,000    679,000

Invacare Corporation 9.75%, Due 02/15/15

        1,660,000    1,651,700    1,660,000    1,651,700


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

    High Yield Bond Fund    High Income Fund    Pro Forma Combined
    Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Total Measuring, Analyzing & Controlling Instruments:

                

Photographic, Medical & Optical Goods

     679,000       1,651,700       2,330,700

Metal Mining - 1.40%

                

Freeport-McMoran Copper & Gold Incorporated 8.25%, Due 04/01/15

  150,000    160,125          150,000    160,125

Freeport-McMoran Copper & Gold Incorporated 8.38%, Due 04/01/17

  780,000    842,400    2,540,000    2,743,200    3,320,000    3,585,600

Noranda Aluminum Acquisition Corporation 8.74%, Due 05/15/15††±

        2,020,000    1,737,200    2,020,000    1,737,200

Total Metal Mining

     1,002,525       4,480,400       5,482,925

Miscellaneous Manufacturing Industries - 1.60%

                

ALH Finance LLC/ALH Finance Corporation 8.50%, Due 01/15/13«

  860,000    808,400    2,405,000    2,260,700    3,265,000    3,069,100

Clarke American Corporation 9.50%, Due 05/15/15

        1,735,000    1,492,100    1,735,000    1,492,100

Gentek Incorporated 11.00%, Due 08/01/09^^(a)

        4,850,000    0    4,850,000    0

RBS Global Incorporated & Rexnord LLC 8.88%, Due 09/01/16

        1,730,000    1,678,100    1,730,000    1,678,100

Total Miscellaneous Manufacturing Industries

     808,400       5,430,900       6,239,300

Miscellaneous Retail - 0.65%

                

AmeriGas Partners LP 7.13%, Due 05/20/16

  375,000    360,000          375,000    360,000

AmeriGas Partners LP 7.25%, Due 05/20/15

  360,000    349,200          360,000    349,200

Michaels Stores Incorporated 10.00%, Due 11/01/14«

        1,680,000    1,654,800    1,680,000    1,654,800

Rite Aid Corporation 9.50%, Due 06/15/17††

  200,000    172,000          200,000    172,000

Total Miscellaneous Retail

     881,200       1,654,800       2,536,000

Motion Pictures - 0.86%

                

AMC Entertainment Incorporated Series B 8.63%, Due 08/15/12

  650,000    664,625    2,330,000    2,382,425    2,980,000    3,047,050

Muzak Finance Corporation LLC 13.00%, Due 03/15/10

  602,000    301,753          602,000    301,753

Total Motion Pictures

     966,378       2,382,425       3,348,803

Motor Freight Transportation & Warehousing - 0.02%

                

Trailer Bridge Incorporated 9.25%, Due 11/15/11

  70,000    69,913          70,000    69,913

Total Motor Freight Transportation & Warehousing

     69,913             69,913

Non-Depository Credit Institutions - 3.75%

                

Consolidated Communications Illinois Texas Holdings Incorporated 9.75%, Due 04/01/12

  230,000    235,750          230,000    235,750

Ford Motor Credit Company 7.25%, Due 10/25/11

  400,000    361,100          400,000    361,100

Ford Motor Credit Company LLC 7.00%, Due 10/01/13

  845,000    738,012    1,460,000    1,275,145    2,305,000    2,013,157

Ford Motor Credit Company LLC 7.80%, Due 06/01/12

        1,665,000    1,483,890    1,665,000    1,483,890

Ford Motor Credit Company LLC 8.00%, Due 12/15/16

  550,000    481,222    1,245,000    1,089,312    1,795,000    1,570,534

General Motors Acceptance Corporation LLC Series MTN 4.38%, Due 12/10/07

  100,000    99,914          100,000    99,914

GMAC LLC 6.63%, Due 05/15/12

        2,110,000    1,787,632    2,110,000    1,787,632

GMAC LLC 6.75%, Due 12/01/14

  450,000    370,188    2,245,000    1,846,825    2,695,000    2,217,013

GMAC LLC 8.00%, Due 11/01/31

  1,020,000    865,432    1,140,000    967,248    2,160,000    1,832,680

Hexion US Finance Corporation/Hexion Nova Scotia Finance ULC 9.75%, Due 11/15/14

        2,505,000    2,692,875    2,505,000    2,692,875

NSG Holdings LLC/NSG Holdings Incorporated 7.75%, Due 12/15/25††

  375,000    370,313          375,000    370,313

Total Non-Depository Credit Institutions

     3,521,931       11,142,927       14,664,858

Oil & Gas Extraction - 6.10%

                

Caithness Coso Funding Corporation 6.26%, Due 06/15/14††

        2,480,770    2,701,162    2,480,770    2,701,162

Calfrac Holdings LP 7.75%, Due 02/15/15«††

  350,000    335,125          350,000    335,125

Chesapeake Energy Corporation 6.25%, Due 01/15/18

        1,770,000    1,668,225    1,770,000    1,668,225

Chesapeake Energy Corporation 6.38%, Due 06/15/15

        3,450,000    3,312,000    3,450,000    3,312,000

Chesapeake Energy Corporation 6.63%, Due 01/15/16«

  150,000    145,500          150,000    145,500

Chesapeake Energy Corporation 6.88%, Due 11/15/20«

  650,000    622,375          650,000    622,375

Forest Oil Corporation 7.25%, Due 06/15/19††

        2,550,000    2,524,500    2,550,000    2,524,500

Hilcorp Energy 7.75%, Due 11/01/15††

  120,000    116,100    2,825,000    2,733,188    2,945,000    2,849,288

Key Energy Services Incorporated 8.38%, Due 12/01/14††

        2,530,000    2,536,325    2,530,000    2,536,325

Markwest Energy Partners LP Series B 8.50%, Due 07/15/16

  225,000    225,563          225,000    225,563

Pride International Incorporated 7.38%, Due 07/15/14

        2,605,000    2,670,125    2,605,000    2,670,125

Range Resources Corporation 7.50%, Due 05/15/16

        2,520,000    2,551,500    2,520,000    2,551,500

Sabine Pass LNG LP 7.50%, Due 11/30/16

  1,700,000    1,606,500          1,700,000    1,606,500

Swift Energy Company 7.13%, Due 06/01/17

  100,000    94,500          100,000    94,500

Total Oil & Gas Extraction

     3,145,663       20,697,025       23,842,688

Paper & Allied Products - 3.11%

                

Appleton Papers Incorporated Series B 9.75%, Due 06/15/14

        2,135,000    2,089,631    2,135,000    2,089,631

Bowater Incorporated 8.69%, Due 03/15/10±

        2,120,000    1,865,600    2,120,000    1,865,600

Graham Packaging Company Incorporated 8.50%, Due 10/15/12

        2,220,000    2,070,150    2,220,000    2,070,150

Graham Packaging Company Incorporated 9.88%, Due 10/15/14«

  300,000    275,250          300,000    275,250

Greif Incorporated 6.75%, Due 02/01/17

        2,080,000    1,970,800    2,080,000    1,970,800

Neenah Paper Incorporated 7.38%, Due 11/15/14

  600,000    558,000          600,000    558,000

P.H. Glatfelter Company 7.13%, Due 05/01/16

        1,690,000    1,656,200    1,690,000    1,656,200


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

    High Yield Bond Fund    High Income Fund    Pro Forma Combined
    Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Verso Paper Holdings LLC 9.13%, Due 08/01/14«

        1,685,000    1,674,469    1,685,000    1,674,469

Total Paper & Allied Products

     833,250       11,326,850       12,160,100

Personal Services - 0.69%

                

Mac-Gray Corporation 7.63%, Due 08/15/15

  350,000    341,250          350,000    341,250

Service Corporation International 7.63%, Due 10/01/18

  100,000    99,250          100,000    99,250

Service Corporation International Series WI 7.50%, Due 06/15/17

  700,000    659,750    1,680,000    1,583,400    2,380,000    2,243,150

Total Personal Services

     1,100,250       1,583,400       2,683,650

Petroleum Refining & Related Industries - 0.41%

                

Hilcorp Energy Lp Hilcorp Finance Company 9.00%, Due 06/01/16††

  75,000    76,500          75,000    76,500

Tesoro Corporation 6.50%, Due 06/01/17

        1,535,000    1,515,813    1,535,000    1,515,813

Total Petroleum Refining & Related Industries

     76,500       1,515,813       1,592,313

Pipelines - 1.58%

                

Dynegy Holdings Incorporated 7.75%, Due 06/01/19

        845,000    760,500    845,000    760,500

Dynegy Holdings Incorporated 8.38%, Due 05/01/16

        1,690,000    1,624,513    1,690,000    1,624,513

Kinder Morgan Incorporated 7.45%, Due 03/01/49

  300,000    265,781          300,000    265,781

Williams Companies Incorporated 7.23%, Due 10/01/10±††

  400,000    406,000          400,000    406,000

Williams Companies Incorporated 7.63%, Due 07/15/19

        2,505,000    2,774,288    2,505,000    2,774,288

Williams Companies Incorporated 8.75%, Due 03/15/32

  300,000    362,250          300,000    362,250

Total Pipelines

     1,034,031       5,159,301       6,193,332

Primary Metal Industries - 0.80%

                

Aleris International Incorporated 9.00%, Due 12/15/14

        1,695,000    1,457,700    1,695,000    1,457,700

Belden Incorporated 7.00%, Due 03/15/17

        1,680,000    1,650,600    1,680,000    1,650,600

Total Primary Metal Industries

           3,108,300       3,108,300

Printing, Publishing & Allied Industries - 2.55%

                

Dex Media Incorporated 8.00%, Due 11/15/13

        2,700,000    2,578,500    2,700,000    2,578,500

Dex Media West LLC/Dex Media West Finance Company Series B 9.88%, Due 08/15/13

  511,000    530,801          511,000    530,801

Houghton Mifflin Company 7.20%, Due 03/15/11

        1,965,000    1,935,525    1,965,000    1,935,525

Idearc Incorporated 8.00%, Due 11/15/16

  650,000    607,750          650,000    607,750

Network Communications Incorporated 10.75%, Due 12/01/13

        1,930,000    1,930,000    1,930,000    1,930,000

Nielsen Finance Llc Nielsen Finance Company 11.19%, Due 08/01/16^

  350,000    242,375          350,000    242,375

Nielsen Finance LLC/Nielsen Finance Company 10.00%, Due 08/01/14

  100,000    101,750    1,685,000    1,714,488    1,785,000    1,816,238

R.H. Donnelley Corporation Series A-3 8.88%, Due 01/15/16

  340,000    321,300          340,000    321,300

Total Printing, Publishing & Allied Industries

     1,803,976       8,158,513       9,962,489

Real Estate Investment Trusts (REITS) - 2.66%

                

BF Saul REIT 7.50%, Due 03/01/14

  850,000    807,500          850,000    807,500

Host Marriott LP 7.13%, Due 11/01/13

  200,000    200,500          200,000    200,500

Host Marriott LP Series M 7.00%, Due 08/15/12

  225,000    225,000          225,000    225,000

Host Marriott LP Series Q 6.75%, Due 06/01/16

  500,000    496,250          500,000    496,250

Reckson Operating Partnership LP 6.00%, Due 03/31/16

        2,135,000    2,042,582    2,135,000    2,042,582

Rouse Company LP 6.75%, Due 05/01/13††

        2,110,000    1,968,318    2,110,000    1,968,318

Ventas Realty LP 6.75%, Due 04/01/17«

        4,715,000    4,656,063    4,715,000    4,656,063

Total Real Estate Investment Trusts (REITS)

     1,729,250       8,666,963       10,396,213

Rental Auto/Equipment - 1.30%

                

Avis Budget Car Rental LLC 7.75%, Due 05/15/16«

        2,630,000    2,482,063    2,630,000    2,482,063

H&E Equipment Services Incorporated 8.38%, Due 07/15/16«

  500,000    462,500          500,000    462,500

Hertz Corporation 10.50%, Due 01/01/16«

        805,000    833,175    805,000    833,175

Hertz Corporation 8.88%, Due 01/01/14

        1,315,000    1,315,000    1,315,000    1,315,000

Total Rental Auto/Equipment

     462,500       4,630,238       5,092,738

Rubber & Miscellaneous Plastics Products - 0.45%

                

The Goodyear Tire & Rubber Company 9.00%, Due 07/01/15«

        1,654,000    1,761,510    1,654,000    1,761,510

Total Rubber & Miscellaneous Plastics Products

           1,761,510       1,761,510

Security & Commodity Brokers, Dealers, Exchanges & Services - 0.45%

                

Nuveen Investment Incorporated 10.50%, Due 11/15/15«††

  510,000    503,625    1,270,000    1,254,125    1,780,000    1,757,750

Total Security & Commodity Brokers, Dealers, Exchanges & Services

     503,625       1,254,125       1,757,750

Stone, Clay, Glass & Concrete Products - 1.17%

                

Crown Cork & Seal Company Incorporated 8.00%, Due 04/15/23«

  400,000    370,000          400,000    370,000

Owens-Brockway Glass Container Incorporated 8.25%, Due 05/15/13

  525,000    543,375          525,000    543,375

Owens-Illinois Incorporated 7.80%, Due 05/15/18

        3,680,000    3,661,600    3,680,000    3,661,600

Total Stone, Clay, Glass & Concrete Products

     913,375       3,661,600       4,574,975

Textile Mill Products - 1.10%

                

Interface Incorporated 9.50%, Due 02/01/14

        2,190,000    2,277,600    2,190,000    2,277,600

Perry Ellis International Incorporated Series B 8.88%, Due 09/15/13

        2,095,000    2,032,150    2,095,000    2,032,150

Total Textile Mill Products

           4,309,750       4,309,750


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

    High Yield Bond Fund    High Income Fund    Pro Forma Combined
    Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Transportation By Air - 0.04%

                

Continental Airlines Incorporated Series 00-1 8.50%, Due 05/01/11

  150,650    149,144          150,650    149,144

Total Transportation By Air

     149,144             149,144

Transportation Equipment - 1.99%

                

Altra Industrial Motion Incorporated 9.00%, Due 12/01/11

  185,000    185,925          185,000    185,925

Altra Industrial Motion Incorporated 9.00%, Due 12/01/11

  40,000    40,200          40,000    40,200

Ford Motor Company 7.45%, Due 07/16/31

  275,000    207,625          275,000    207,625

General Motors Corporation 8.38%, Due 07/15/33«

  960,000    796,800    4,225,000    3,506,750    5,185,000    4,303,550

Lear Corporation Series B 8.75%, Due 12/01/16

        1,690,000    1,554,800    1,690,000    1,554,800

TransDigm Incorporated 7.75%, Due 07/15/14

  125,000    126,250          125,000    126,250

Visteon Corporation 7.00%, Due 03/10/14«

        1,740,000    1,344,137    1,740,000    1,344,137

Total Transportation Equipment

     1,356,800       6,405,687       7,762,487

Transportation Services - 0.02%

                

Sabre Holdings Corporation 8.35%, Due 03/15/16

  75,000    65,625          75,000    65,625

Total Transportation Services

     65,625             65,625

Water Transportation - 0.21%

                

Gulfmark Offshore Incorporated 7.75%, Due 07/15/14

  450,000    454,500          450,000    454,500

Overseas Shipholding Group 7.50%, Due 02/15/24

  385,000    373,931          385,000    373,931

Total Water Transportation

     828,431             828,431
                            

Total Corporate Bonds & Notes (Cost $68,203,996, $270,684,827 and $338,888,823, respectively)

     66,380,699       263,005,267       329,385,966
                            

Foreign Corporate Bonds - 4.56%

                

Abitibi Consolidated Incorporated 5.25%, Due 06/20/08

  75,000    73,125          75,000    73,125

Abitibi Consolidated Incorporated 6.95%, Due 04/01/08

  180,000    176,850          180,000    176,850

FMC Finance III SA 6.88%, Due 07/15/17††

        1,840,000    1,803,200    1,840,000    1,803,200

Ineos Group Holdings plc 8.50%, Due 02/15/16††«

        3,090,000    2,781,000    3,090,000    2,781,000

Intelsat (Bermuda) Limited 11.25%, Due 06/15/16

  425,000    439,875    3,380,000    3,498,300    3,805,000    3,938,175

Intelsat (Bermuda) Limited 8.89%, Due 01/15/15±

        1,660,000    1,662,075    1,660,000    1,662,075

Intelsat (Bermuda) Limited 9.25%, Due 06/15/16

        1,545,000    1,573,969    1,545,000    1,573,969

Intelsat Limited 5.25%, Due 11/01/08

  825,000    816,750          825,000    816,750

Kinder Morgan Finance Company ULC 6.40%, Due 01/05/36

  35,000    29,079          35,000    29,079

Nordic Telephone Company Holdings 8.88%, Due 05/01/16††

        1,830,000    1,857,450    1,830,000    1,857,450

Novelis Incorporated 7.25%, Due 02/15/15

        1,765,000    1,645,863    1,765,000    1,645,863

NXP BV 7.88%, Due 10/15/14

        840,000    806,400    840,000    806,400

NXP BV/NXP Funding LLC 9.50%, Due 10/15/15«

  325,000    295,750          325,000    295,750

Videotron Ltee 6.88%, Due 01/15/14

  365,000    349,488          365,000    349,488
                            

Total Foreign Bonds (Cost $2,223,487, $16,163,197 and $18,386,684, respectively)

     2,180,917       15,628,257       17,809,174
                            

Term Loans - 7.39%

                

Allied Waste Industries Incorporated Term Loan 6.83%, Due 03/28/14

  156,130    148,812          156,130    148,812

Allied Waste Industries Incorporated Term Loan 6.28%, Due 01/15/12

        1,824,435    1,738,923    1,824,435    1,738,923

Allied Waste Industries Incorporated Term Loan 8.25%, Due 03/28/14

  93,870    89,529          93,870    89,529

AZ Chemical US Incorporated 2nd Lien Term Loan 10.86%, Due 02/28/14

  250,000    211,250          250,000    211,250

Baldor Electric Company Term Loan 6.97%, Due 01/31/14

  77,676    75,942          77,676    75,942

Calpine Corporation Dip Term Loan B 7.48%, Due 03/29/09

  1,246,247    1,215,611          1,246,247    1,215,611

Charter Communications Corporation 3rd Lien Term Loan 7.86%, Due 03/01/14

  650,000    600,847          650,000    600,847

Charter Communications Operating LLC 1st Lien (Refinance) Term Loan 7.36%, Due 03/06/14±

  175,000    163,086          175,000    163,086

Covanta Energy Corporation Synthetic LOC Term Loan 5.03%, Due 02/02/14

  122,736    117,060          122,736    117,060

Covanta Energy Corporation Term Loan B 6.88%, Due 02/02/14

  250,032    238,468          250,032    238,468

CSC Holdings Incorporated Term Loan 6.87%, Due 03/23/13

  831,250    787,260          831,250    787,260

Delphi Corporation Term Loan C 7.44%, Due 12/31/07

  825,000    820,872          825,000    820,872

Domtar Corporation Term Loan 6.47%, Due 03/05/14

  201,563    192,672          201,563    192,672

Dynegy Holdings Incorporated Synthetic LOC Term Loan 6.32%, Due 04/02/13

  500,000    468,440          500,000    468,440

Emdeon Business Services LLC 2nd Lien Term Loan 10.20%, Due 05/16/14

  500,000    478,750          500,000    478,750

Georgia Pacific Corporation 1st Lien Term Loan B 7.41%, Due 12/20/12

        1,965,000    1,861,602    1,965,000    1,861,602

Georgia-Pacific Term Loan B2 7.37%, Due 12/20/12

  1,092,963    1,036,945          1,092,963    1,036,945

HCA Incorporated Series B Term Loan 7.45%, Due 11/14/13

  397,000    380,227          397,000    380,227

HealthSouth Corporation Senior Secured Term Loan 7.17%, Due 03/10/13

        843,895    812,401    843,895    812,401


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     High Yield Bond Fund    High Income Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Idearc Incorporated Term Loan 7.12%, Due 11/09/14

   495,003    472,832          495,003    472,832

JG Wentworth & Company Incorporated Term Loan B 7.61%, Due 03/29/14

         2,000,000    1,865,000    2,000,000    1,865,000

Kepler Holdings Term Loan 10.70%, Due 06/30/09

   125,000    123,750          125,000    123,750

Key Energy Services Term Loan 7.88%, Due 06/30/12

   706,169    703,521          706,169    703,521

Lyondell Chemical Company Term Loan 6.84%, Due 08/16/13

         987,500    978,297    987,500    978,297

Nielsen Finance LLC Term Loan 6.90%, Due 08/09/13

   174,944    166,197          174,944    166,197

NRG Energy Incorporated Term Loan B1 6.95%, Due 02/01/13

   351,811    334,002          351,811    334,002

NRG Energy Incorporated Term Loan L 6.85%, Due 02/02/11

   146,421    139,649          146,421    139,649

Oshkosh Truck Corporation Term Loan 7.11%, Due 12/06/13

   148,125    142,416          148,125    142,416

Pinnacle Foods Finance LLC Term Loan 8.11%, Due 04/01/14

         1,995,000    1,880,288    1,995,000    1,880,288

Railamerica Incorporated T1 RRA Term Loan 7.81%, Due 08/14/08

   500,000    486,250          500,000    486,250

RBS Global Incorporated & Rexnord LLC Term Loan 7.86%, Due 06/13/13

         934,426    908,730    934,426    908,730

RBS Global Incorporated & Rexnord LLC Term Loan B 7.64%, Due 07/21/13

         278,524    270,865    278,524    270,865

Reynolds & Reynolds Company Term Loan 7.53%, Due 10/24/12

   250,000    240,625          250,000    240,625

Riverdeep Interactive Learning Term Loan 7.95%, Due 12/20/13

   496,554    492,105          496,554    492,105

Sandridge Energy Incorporated Senior Secured Term Loan 8.63%, Due 04/01/15

   250,000    248,125          250,000    248,125

SandRidge Energy Incorporated Term Loan 8.63%, Due 03/07/15

         2,000,000    1,985,000    2,000,000    1,985,000

Seminole Tribe of FL Term Loan B-1 Delay Draw Term Loan 6.91%, Due 03/05/14

   68,016    66,614          68,016    66,614

Seminole Tribe of FL Term Loan B-2 Delay Draw Term Loan 6.88%, Due 03/05/14

   229,555    224,821          229,555    224,821

Seminole Tribe of FL Term Loan B-3 Delay Draw Term Loan 6.87%, Due 03/05/14

   227,429    222,740          227,429    222,740

Sungard Add-On Term Loan B 7.36%, Due 02/28/14

   146,232    138,920          146,232    138,920

Sungard Data Systems Term Loan B 7.36%, Due 02/11/13

   601,732    579,546          601,732    579,546

The Goodyear Tire & Rubber Company 2nd Lien Term Loan 6.85%, Due 04/30/14

   450,000    420,750          450,000    420,750

Thomson Learning Incorporated Term Loan 8.10%, Due 06/29/14

         2,500,000    2,360,150    2,500,000    2,360,150

Toys R Us Term Loan 8.13%, Due 12/01/08

   790,000    763,338          790,000    763,338

United Surgical Partners International Incorporated Delay Draw Term Loan 4.67%, Due 04/19/14

   24,194    22,863          24,194    22,863

United Surgical Partners International Incorporated Term Loan B 7.38%, Due 04/19/14

   125,177    118,293          125,177    118,293

Waste Services Incorporated Tranche B Term Loan 7.38%, Due 04/30/11

   667,016    647,005          667,016    647,005

Western Refining Incorporated Term Loan B 6.57%, Due 03/07/14

   463,125    444,600          463,125    444,600
                             

Total Term Loans (Cost $14,761,653, $15,336,074 and $30,097,727, respectively)

      14,224,733       14,661,256       28,885,989
                             

Preferred Stocks - 0.00%

                 

Ion Media Networks Incorporated 0.00%, Due - -

   1    1,405          1    1,405
                             

Total Preferred Stocks (Cost $1,688, $0 and $1,688, respectively)

      1,405             1,405
                             

Collateral for Securities Lending - 11.77%

                 

Collateral Invested in Money Market Funds - 0.01%

                 

Premium Asset Trust 4.71%, Due 09/16/08±

   52,490    52,490          52,490    52,490

Total Collateral Invested in Money Market Funds

      52,490             52,490

Collateral Invested in Other Assets - 11.76%

                 

Amstel Funding Corporation 4.82%, Due 12/04/07

   29,394    29,390    130,586    130,569    159,980    159,959

Atomium Funding LLC 5.10%, Due 12/04/07††

   23,096    23,093    102,603    102,590    125,699    125,683

Banco Santander Totta Loan 4.67%, Due 10/15/08±††

   52,490    52,384    233,189    232,720    285,679    285,104

Bank of Ireland 4.86%, Due 10/14/08±††

   52,490    52,389    233,189    232,741    285,679    285,130

Barclays Repurchase Agreement - 102% Collateralized (Maturity Value $191,770) 4.84%, Due 12/03/07

   191,693    191,693          191,693    191,693

Barclays Repurchase Agreement - 102% Collateralized (Maturity Value $851,948) 4.84%, Due 12/03/07

         851,605    851,605    851,605    851,605

Barton Capital Corporation 5.06%, Due 12/12/07††

   41,992    41,942    186,551    186,331    228,543    228,273

Bear Stearns & Company Incorporated International Repurchase Agreement - 102% Collateralized (Maturity Value $105,021) 4.74%, Due 12/03/07

   104,980    104,980          104,980    104,980

Bear Stearns & Company Incorporated International Repurchase Agreement - 102% Collateralized (Maturity Value $466,561) 4.74%, Due 12/03/07

         466,377    466,377    466,377    466,377


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     High Yield Bond Fund    High Income Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Bear Stearns & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $454,323) 4.79%, Due 12/03/07

   454,142    454,142          454,142    454,142

Bear Stearns & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $2,018,353) 4.79%, Due 12/03/07

         2,017,548    2,017,548    2,017,548    2,017,548

BNP Paribas 4.85%, Due 11/07/08±

   41,992    41,992    186,551    186,551    228,543    228,543

Bryant Park Funding LLC 5.01%, Due 12/31/07

   94,482    94,127    419,739    418,165    514,221    512,292

Bryant Park Funding LLC 5.06%, Due 12/13/07

   56,011    55,937    248,831    248,502    304,842    304,439

Chariot Funding LLC 4.70%, Due 12/05/07††

   16,797    16,792    74,620    74,601    91,417    91,393

Chariot Funding LLC 5.02%, Due 12/28/07

   114,270    113,887    507,652    505,951    621,922    619,838

Cheyne Finance LLC 4.61%, Due 02/25/08±††

   136,473    122,826    606,290    545,661    742,763    668,487

Cheyne Finance LLC 4.67%, Due 05/19/08±††

   104,980    94,482    466,377    419,739    571,357    514,221

CIT Group Incorporated 5.67%, Due 12/19/07±

   20,996    20,959    93,275    93,109    114,271    114,068

Citigroup Repurchase Agreement - 102% Collateralized (Maturity Value $622,490) 4.77%, Due 12/03/07

   622,243    622,243          622,243    622,243

Citigroup Repurchase Agreement - 102% Collateralized (Maturity Value $2,765,443) 4.77%, Due 12/03/07

         2,764,344    2,764,344    2,764,344    2,764,344

Clipper Receivables Corporation 4.75%, Due 12/03/07

   125,976    125,976    559,653    559,653    685,629    685,629

Clipper Receivables Corporation 5.13%, Due 12/14/07††

   113,378    113,214    503,687    502,957    617,065    616,171

Comerica Bank 4.67%, Due 02/08/08±

   10,498    10,477    46,638    46,547    57,136    57,024

CRC Funding LLC 4.90%, Due 12/05/07††

   159,569    159,527    708,893    708,709    868,462    868,236

Credit Suisse First Boston Repurchase Agreement - 102% Collateralized (Maturity Value $525,108) 4.79%, Due 12/03/07

   524,898    524,898          524,898    524,898

Credit Suisse First Boston Repurchase Agreement - 102% Collateralized (Maturity Value $2,332,817) 4.79%, Due 12/03/07

         2,331,886    2,331,886    2,331,886    2,331,886

Cullinan Finance Corporation 4.57%, Due 02/12/08±††

   52,490    52,370    233,189    232,657    285,679    285,027

Cullinan Finance Corporation 4.76%, Due 08/04/08±††

   157,469    156,432    699,566    694,956    857,035    851,388

Cullinan Finance Corporation 4.77%, Due 02/25/08±††

   125,976    125,976    559,653    559,653    685,629    685,629

Erasmus Capital Corporation 5.15%, Due 12/03/07††

   35,693    35,693    158,568    158,568    194,261    194,261

Fairway Finance Corporation 4.73%, Due 12/06/07††

   62,988    62,963    279,826    279,717    342,814    342,680

Fairway Finance Corporation 5.03%, Due 12/10/07††

   83,984    83,907    373,102    372,762    457,086    456,669

Falcon Asset Securitization Corporation 5.02%, Due 12/24/07

   157,469    157,032    699,566    697,621    857,035    854,653

FCAR Owner Trust Series I 4.91%, Due 12/13/07

   14,697    14,678    65,293    65,207    79,990    79,885

Five Finance Incorporated 5.18%, Due 07/09/08±††

   209,959    208,265    932,754    925,227    1,142,713    1,133,492

Galleon Capital LLC 4.82%, Due 12/07/07

   50,390    50,364    223,861    223,745    274,251    274,109

Galleon Capital LLC 4.90%, Due 12/04/07††

   209,959    209,932    932,754    932,633    1,142,713    1,142,565

Goldman Sachs & Company Repurchase Agreement - 102% Collateralized (Maturity Value $2,730) 4.76%, Due 12/03/07

   2,729    2,729          2,729    2,729

Goldman Sachs & Company Repurchase Agreement - 102% Collateralized (Maturity Value $12,131) 4.76%, Due 12/03/07

         12,126    12,126    12,126    12,126

Greenwich Capital Holdings Repurchase Agreement - 102% Collateralized (Maturity Value $2,730) 4.76%, Due 12/03/07

   2,729    2,729          2,729    2,729

Greenwich Capital Holdings Repurchase Agreement - 102% Collateralized (Maturity Value $12,131) 4.76%, Due 12/03/07

         12,126    12,126    12,126    12,126

Harrier Finance Funding LLC 4.81%, Due 04/25/08±

   20,996    20,996    93,275    93,275    114,271    114,271

Harrier Finance Funding LLC 5.20%, Due 01/11/08±††

   52,490    52,421    233,189    232,881    285,679    285,302

Hudson-Thames LLC 5.67%, Due 06/16/08±††

   104,980    104,304    466,377    463,374    571,357    567,678

ING (USA) Annuity & Life Insurance Company 4.73%, Due 08/16/08±

   136,473    136,473    606,290    606,290    742,763    742,763

Intesa Bank (Ireland) plc Series BKNT 4.80%, Due 10/24/08±††

   52,490    52,395    233,189    232,767    285,679    285,162

JPMorgan Chase Securities Corporation Repurchase Agreement - 102% Collateralized (Maturity Value $1,115,958) 4.79%, Due 12/03/07

   1,115,513    1,115,513          1,115,513    1,115,513

JPMorgan Chase Securities Corporation Repurchase Agreement - 102% Collateralized (Maturity Value $4,957,702) 4.79%, Due 12/03/07

         4,955,724    4,955,724    4,955,724    4,955,724

Kestrel Funding US LLC 4.76%, Due 02/25/08±††

   120,727    120,637    536,334    535,937    657,061    656,574

Kestrel Funding US LLC 4.81%, Due 04/25/08±

   20,996    20,996    93,275    93,275    114,271    114,271

Kitty Hawk Funding Corporation 4.74%, Due 12/06/07

   107,342    107,300    476,871    476,685    584,213    583,985

Liberty Street Funding Corporation 5.20%, Due 12/03/07††

   22,184    22,184    98,555    98,555    120,739    120,739

Links Finance LLC 4.76%, Due 08/15/08±††

   104,980    104,041    466,377    462,208    571,357    566,249

Liquid Funding Limited 5.70%, Due 06/11/08±††

   155,370    155,390    690,238    690,328    845,608    845,718

Merrill Lynch & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $6,916) 4.75%, Due 12/03/07

   6,913    6,913    30,711    30,711    37,624    37,624

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $42,009) 4.77%, Due 12/03/07

   41,992    41,992          41,992    41,992

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $2,327,105) 4.77%, Due 12/03/07

         2,326,180    2,326,180    2,326,180    2,326,180

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $481,813) 4.77%, Due 12/03/07

   481,622    481,622          481,622    481,622

Morgan Stanley Series EXL 4.78%, Due 10/15/08±

   9,711    9,711    43,140    43,140    52,851    52,851

 


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     High Yield Bond Fund     High Income Fund     Pro Forma Combined  
     Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
 

Newport Funding Corporation 4.72%, Due 12/03/07††

   33,593      33,593     149,241      149,241     182,834      182,834  

Northern Rock plc 4.71%, Due 10/03/08±††

   104,980      103,868     466,377      461,438     571,357      565,306  

Premium Asset Trust 4.71%, Due 09/16/08±

        233,189      233,189     233,189      233,189  

Premium Asset Trust 5.33%, Due 12/21/07±††

   59,838      59,826     265,835      265,782     325,673      325,608  

Racers Trust Series 2004-6-MM 4.93%, Due 03/22/08±††

   8,493      8,493     37,730      37,730     46,223      46,223  

Ranger Funding Corporation 4.86%, Due 12/17/07††

   83,984      83,829     373,102      372,415     457,086      456,244  

Sedna Finance Incorporated 4.63%, Due 04/10/08±††

   75,585      75,281     335,792      334,438     411,377      409,719  

ShipRock Finance Series 2007-4A 4.72%, Due 04/11/08±††

   53,540      53,540     237,852      237,852     291,392      291,392  

Skandinaviska Enskilda Banken AB (New York) 4.67%, Due 02/04/08±

   52,490      52,405     233,189      232,811     285,679      285,216  

Skandinaviska Enskilda Banken AB (New York) 4.79%, Due 02/29/08±

   40,942      40,917     181,887      181,777     222,829      222,694  

SLM Corporation 4.66%, Due 05/12/08±††

   41,992      41,676     186,551      185,148     228,543      226,824  

Solitaire Funding LLC 4.99%, Due 12/26/07

   94,482      94,191     419,739      418,447     514,221      512,638  

Solitaire Funding LLC 4.99%, Due 12/31/07

   104,980      104,586     466,377      464,628     571,357      569,214  

Stanfield Victoria Funding LLC 4.88%, Due 02/15/08±††

   104,980      104,175     466,377      462,805     571,357      566,980  

Stanfield Victoria Funding LLC 5.23%, Due 04/03/08±††

   65,087      64,311     289,154      285,704     354,241      350,015  

The Travelers Insurance Company 4.74%, Due 02/08/08±

   12,138      12,137     53,923      53,921     66,061      66,058  

Thunder Bay Funding Incorporated 4.77%, Due 12/03/07

   167,967      167,967     746,204      746,204     914,171      914,171  

UniCredito Italiano Bank (Ireland) 4.67%, Due 10/14/08±

   52,490      52,412     233,189      232,843     285,679      285,255  

UniCredito Italiano Bank (Ireland) Series LIB 4.69%, Due 10/08/08±††

   52,490      52,428     233,189      232,916     285,679      285,344  

Versailles CDS LLC 4.97%, Due 12/05/07

   104,980      104,952     466,377      466,256     571,357      571,208  

Versailles CDS LLC 5.11%, Due 12/11/07

   62,988      62,922     279,826      279,532     342,814      342,454  

Victoria Finance LLC 4.76%, Due 07/28/08±††

   90,282      88,210     401,084      391,875     491,366      480,085  

Victoria Finance LLC 4.78%, Due 08/07/08±††

   52,490      52,490     233,189      233,189     285,679      285,679  

White Pine Finance LLC 4.98%, Due 02/22/08±††

   104,980      104,666     466,377      464,990     571,357      569,656  

Total Collateral Invested in Other Assets

        8,402,183          37,560,315          45,962,498  
                                       

Total Collateral for Securities Lending (Cost $8,478,821, $37,667,584 and $46,146,405, respectively)

        8,454,673          37,560,315          46,014,988  
                                       

Short-Term Investments - 2.42%

               

Mutual Funds

               

Wells Fargo Advantage Money Market Trust~‡

   182,059      182,059     9,273,014      9,273,014     9,455,073      9,455,073  
                                       

Total Short-Term Investments (Cost $182,059, $9,273,014 and $9,455,073, respectively)

        182,059          9,273,014          9,455,073  
                                       

Total Investments in Securities (Cost $94,351,696, $349,124,696 and $443,476,392, respectively) - 110.56%*

        91,930,181          340,128,109          432,058,290  

Other Asset and Liabilities, Net - (10.56%)

        (5,557,729 )        (35,713,049 )        (41,270,778 )
                                       

Net Assets - 100%

      $ 86,372,452        $ 304,415,060        $ 390,787,512  
                                       

 

« All or a portion of this security is on loan. (See Note 2)
± Variable rate investments.
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
^ Zero coupon bond. Interest rate presented is yield to maturity.
(i) Illiquid security.
§ These securities are subject to a demand feature which reduces the effective maturity.
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The Fund does not pay an investment advisory fee for such investments.
Security of an affiliate of the Fund with a cost of $9,455,073.
* Cost for federal income tax purposes is substantially the same as for financial reporting purposes.
¥ Payment-in-kind (PIK) securities are securities in which the issuer may make interest or dividend payments in cash or additional securities. These additional securities generally have the same terms as the original holdings.
^^ This security is currently in default with regards to scheduled interest and/or principal payments.
(a) Security fair valued in accordance with the procedures approved by the Board of Trustees.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     High Yield
Bond Fund
    High Income
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Assets

        

Investments

        

In securities, at market value

   $ 83,293,449     $ 293,294,780       $ 376,588,229  

Collateral for securities loaned

     8,454,673       37,560,315         46,014,988  

Investments in affiliates

     182,059       9,273,014         9,455,073  
                                

Total investments at market value (see cost below)

     91,930,181       340,128,109       —         432,058,290  
                                

Cash

     50,000       —           50,000  

Receivable for Fund shares issued

     40,000       103,476         143,476  

Receivable for investments sold

     2,487,480       211,050         2,698,530  

Receivables for dividends and interest

     1,620,059       6,595,377         8,215,436  

Receivable for interest rate swaps/spread locks

     21,323       —           21,323  
                                

Total assets

     96,149,043       347,038,012       —         443,187,055  
                                

Liabilities

        

Payable for Fund shares redeemed

     165,846       56,418         222,264  

Payable for investments purchased

     489,793       2,725,225         3,215,018  

Dividends payable

     524,223       1,914,602         2,438,825  

Payable to investment advisor and affiliates

     75,274       124,808         200,082  

Payable for securities loaned

     8,478,818       37,667,582         46,146,400  

Accrued expenses and other liabilities

     42,637       134,317         176,954  
                                

Total liabilities

     9,776,591       42,622,952       —         52,399,543  
                                

Total net assets

   $ 86,372,452     $ 304,415,060     $ —       $ 390,787,512  
                                

NET ASSETS CONSIST OF

        

Paid-in capital

   $ 90,029,271     $ 716,501,491       $ 806,530,762  

Undistributed net investment income (loss)

     95,937       (522 )       95,415  

Undistributed net realized gain (loss) on investments

     (1,352,564 )     (403,089,322 )       (404,441,886 )

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     (2,421,515 )     (8,996,587 )       (11,418,102 )

Net unrealized appreciation (depreciation) of options, swap agreements, and short sales

     21,323       —           21,323  
                                

Total net assets

   $ 86,372,452     $ 304,415,060     $ —       $ 390,787,512  
                                

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

        

Net assets – Class A

   $ 62,406,196       NA     $ 107,572,583 3   $ 169,978,779  

Shares outstanding – Class A

     6,237,853       NA       16,486,583       22,724,436  

Net asset value per share – Class A

   $ 10.00       NA       $ 7.48  

Maximum offering price per share – Class A2

   $ 10.47       NA       $ 7.83  

Net assets – Class B

   $ 14,123,161       NA       $ 14,123,161  

Shares outstanding – Class B

     1,411,779       NA       476,344 4     1,888,123  

Net asset value and offering price per share – Class B

   $ 10.00       NA       $ 7.48  

Net assets – Class C

   $ 9,843,095       NA       $ 9,843,095  

Shares outstanding – Class C

     983,274       NA       332,648 5     1,315,922  

Net asset value and offering price per share – Class C

   $ 10.01       NA       $ 7.48  

Net assets – Advisor Class

     NA     $ 107,572,583     $ (107,572,583 )3   $ —    

Shares outstanding – Advisor Class

     NA       14,384,845       (14,384,845 )     —    

Net asset value and offering price per share – Advisor Class

     NA     $ 7.48       $ —    

Net assets – Institutional Class

     NA     $ 255,252       $ 255,252  

Shares outstanding – Institutional Class

     NA       33,851         33,851  

Net asset value and offering price per share – Institutional Class

     NA     $ 7.54       $ 7.54  

Net assets – Investor Class

     NA     $ 196,587,225       $ 196,587,225  

Shares outstanding – Investor Class

     NA       26,191,075         26,191,075  

Net asset value and offering price per share – Investor Class

     NA     $ 7.51       $ 7.51  
                                

Investments at cost

   $ 94,351,696     $ 349,124,696     $ —       $ 443,476,392  
                                

Securities on loan, at market value

   $ 8,298,971     $ 36,989,193     $ —       $ 45,288,164  
                                

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/95.50 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Advisor Class shares of High Income Fund are exchanged for new A shares of High Income Fund, to be established prior to the merger, in an amount equal to the total value of the High Income Fund Advisor shares divided by the current per share value of the new A shares (presumed to equal the High Income Fund Advisor share value in this proforma). Class A shares of High Yield Bond Fund are exchanged for new A shares of High Income Fund in an amount equal to the total value of the High Yield Bond Fund A shares divided by the current per share value of the High Income Fund A shares.


Table of Contents

4

Class B shares of High Yield Bond Fund are exchanged for new B shares of High Income Fund, to be established upon consummation of the merger, in an amount equal to the total value of the High Yield Bond Fund B shares divided by current per share value of the new High Income Fund B shares (presumed to equal the High Income Fund new A share value in this proforma).

5

Class C shares of High Yield Bond Fund are exchanged for new C shares of High Income Fund, to be established upon consummation of the merger, in an amount equal to the total value of the High Yield Bond Fund C shares divided by current per share value of the new High Income Fund C shares (presumed to equal the High Income Fund new A share value in this proforma).

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Operations - For the Twelve Months Ended November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     High Yield
Bond Fund
    High Income
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Interest

   $ 8,084,470     $ 25,689,168       $ 33,773,638  

Income from affiliated securities

     121,968       577,326         699,294  

Securities lending income, net

     26,593       103,940         130,533  
                                

Total investment income

     8,233,031       26,370,434       —         34,603,465  
                                

Expenses

        

Advisory fees

     559,709       1,841,968         2,401,677  

Administration fees

        

Fund Level

     50,882       167,452         218,334  

Class A

     202,857       —         328,871 1     531,728  

Class B

     47,733       —           47,733  

Class C

     34,352       —           34,352  

Advisor Class

     —         281,118       (281,118 )1     —    

Institutional Class

     —         203         203  

Investor Class

     —         866,056         866,056  

Custody fees

     20,352       66,980         87,332  

Shareholder servicing fees

     254,179       835,727         1,089,906  

Accounting fees

     24,294       52,671       (8,285 )1     68,680  

Distribution fees

        

Class B

     127,859       —           127,859  

Class C

     92,012       —           92,012  

Professional fees

     26,473       31,917       (16,772 )2     41,618  

Registration fees

     35,031       36,813       (23,842 )2     48,002  

Shareholder reports

     22,940       56,522       (19,866 )2     59,596  

Trustees’ fees

     9,134       9,134       (6,358 )2     11,910  

Other fees and expenses

     3,268       12,242       453 2     15,963  
                                

Total expenses

     1,511,075       4,258,803       (26,917 )     5,742,961  
                                

Less

        

Waived fees and reimbursed expenses

     (120,705 )     (1,379,115 )     (195,492 )     (1,695,312 )

Net expenses

     1,390,370       2,879,688       (222,409 )     4,047,649  
                                

Net investment income (loss)

     6,842,661       23,490,746       222,409       30,555,816  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     564,699       4,212,903         4,777,602  

Futures transactions

     —         (79,503 )       (79,503 )

Options, swap agreements and short sale transactions

     (7,354 )     (139,076 )       (146,430 )
                                

Net realized gain (loss) from Investments

     557,345       3,994,324       —         4,551,669  
                                

Net change in unrealized appreciation (depreciation) of

        

Securities, foreign currencies and foreign currency translation

     (3,891,799 )     (15,365,736 )       (19,257,535 )

Options, swap agreements and short sale transactions

     21,323       —           21,323  
                                

Net change in unrealized appreciation (depreciation) of investments

     (3,870,476 )     (15,365,736 )     —         (19,236,212 )
                                

Net realized and unrealized gain (loss) on investments

     (3,313,131 )     (11,371,412 )     —         (14,684,543 )
                                

Net increase (decrease) in net assets resulting from operations

   $ 3,529,530     $ 12,119,334     $ 222,409     $ 15,871,273  
                                

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Agency Notes - Interest Bearing - 4.57%

                 

Federal Farm Credit Bank 4.50%, Due 10/17/12

         3,300,000    3,366,063    3,300,000    3,366,063

FHLMC 5.13%, Due 08/23/10«

         42,015,000    43,531,994    42,015,000    43,531,994

FNMA 4.75%, Due 11/19/12«

         29,550,000    30,476,038    29,550,000    30,476,038
                               

Total Agency Notes - Interest Bearing (Cost $0, $75,470,542 and $75,470,542, respectively)

        —         77,374,095       77,374,095
                               

Agency Securities - 50.99%

                 

Federal Home Loan Mortgage Corporation - 12.55%

                 

FHLMC #160053 8.00%, Due 07/01/08

         4,102    4,137    4,102    4,137

FHLMC #170046 14.50%, Due 03/01/11

         12    14    12    14

FHLMC #170053 14.75%, Due 08/01/11

         122    141    122    141

FHLMC #170053 15.00%, Due 08/01/11

         4,039    4,700    4,039    4,700

FHLMC #170069 14.00%, Due 11/01/12

         246    293    246    293

FHLMC #170215 8.00%, Due 02/01/17

         59,307    62,745    59,307    62,745

FHLMC #170235 10.50%, Due 08/01/19

         82,216    96,042    82,216    96,042

FHLMC #182079 8.00%, Due 02/01/10

         3,944    4,060    3,944    4,060

FHLMC #182104 8.00%, Due 12/01/10

         3,349    3,448    3,349    3,448

FHLMC #1B0123 7.28%, Due 09/01/31±

         11,959    12,095    11,959    12,095

FHLMC #1B0128 7.28%, Due 09/01/31±

         9,042    9,144    9,042    9,144

FHLMC #1B0129 7.34%, Due 09/01/31±

         569,427    576,189    569,427    576,189

FHLMC #1G1393 5.93%, Due 12/01/36±

   9,681,492    $ 9,865,446          9,681,492    9,865,446

FHLMC #1Q0183 5.98%, Due 10/01/36«±

         17,135,512    17,421,156    17,135,512    17,421,156

FHLMC #272877 8.00%, Due 08/01/09

         22,569    22,763    22,569    22,763

FHLMC #279063 9.00%, Due 08/01/09

         49,634    50,267    49,634    50,267

FHLMC #552435 10.50%, Due 08/01/20

         94,291    111,332    94,291    111,332

FHLMC #555158 8.50%, Due 05/01/16

         15,330    15,617    15,330    15,617

FHLMC #555503 9.00%, Due 04/01/21

         463,026    494,479    463,026    494,479

FHLMC #555515 8.50%, Due 10/01/13

         71,776    71,834    71,776    71,834

FHLMC #611023 7.17%, Due 10/01/26±

         735,400    743,637    735,400    743,637

FHLMC #786210 7.13%, Due 01/01/26±

         192,573    193,463    192,573    193,463

FHLMC #786823 7.38%, Due 07/01/29±

         1,181,864    1,205,040    1,181,864    1,205,040

FHLMC #789483 7.24%, Due 06/01/32±

         329,632    332,558    329,632    332,558

FHLMC #865496 5.97%, Due 05/01/26±

         209,252    214,745    209,252    214,745

FHLMC #884009 10.50%, Due 05/01/20

         189,420    223,640    189,420    223,640

FHLMC #A01434 9.00%, Due 06/01/16

         42,274    44,280    42,274    44,280

FHLMC #A01562 9.00%, Due 11/01/18

         264,263    281,289    264,263    281,289

FHLMC #A01607 8.50%, Due 06/01/11

         13,905    14,067    13,905    14,067

FHLMC #A01620 9.00%, Due 04/01/17

         128,484    136,762    128,484    136,762

FHLMC #A01860 8.50%, Due 06/01/17

         69,796    70,031    69,796    70,031

FHLMC #B13066 4.00%, Due 03/01/14«

   3,478,965      3,455,125          3,478,965    3,455,125

FHLMC #B13579 5.00%, Due 04/01/19

   1,397,033      1,398,471          1,397,033    1,398,471

FHLMC #B13580 5.00%, Due 04/01/19

   1,076,236      1,077,344          1,076,236    1,077,344

FHLMC #B13654 4.00%, Due 04/01/14«

   18,583,846      18,456,840          18,583,846    18,456,840

FHLMC #B15194 5.00%, Due 06/01/19«

   2,489,446      2,492,009          2,489,446    2,492,009

FHLMC #B16884 5.00%, Due 10/01/19

   2,917,881      2,920,885          2,917,881    2,920,885

FHLMC #B17855 5.00%, Due 02/01/20«

   6,677,641      6,673,625          6,677,641    6,673,625

FHLMC #C01345 7.00%, Due 04/01/32

   898,462      940,426          898,462    940,426

FHLMC #C31808 7.50%, Due 10/01/29

   110,818      118,535          110,818    118,535

FHLMC #C59553 7.50%, Due 11/01/31

   898,282      958,512          898,282    958,512

FHLMC #C65576 7.50%, Due 04/01/32

   1,376,370      1,465,894          1,376,370    1,465,894

FHLMC #E79794 7.00%, Due 10/01/14

         1,949,140    2,030,871    1,949,140    2,030,871

FHLMC #E96459 5.00%, Due 05/01/18

   3,184,128      3,190,582          3,184,128    3,190,582

FHLMC #G00319 9.50%, Due 04/01/25

         342,009    374,487    342,009    374,487

FHLMC #G00683 8.50%, Due 12/01/25

   75,677      81,315          75,677    81,315

FHLMC #G01236 10.00%, Due 10/01/21

         352,894    396,114    352,894    396,114

FHLMC #G08102 6.50%, Due 12/01/35

         9,797,122    10,084,991    9,797,122    10,084,991

FHLMC #G10783 8.50%, Due 06/01/12

         34,291    36,288    34,291    36,288

FHLMC #G11136 6.50%, Due 05/01/11

         390,842    397,199    390,842    397,199

FHLMC #G11200 8.00%, Due 01/01/12

         272,860    282,807    272,860    282,807

FHLMC #G11209 7.50%, Due 12/01/11«

         4,844,000    4,982,164    4,844,000    4,982,164

FHLMC #G11345 7.50%, Due 12/01/11

         1,484,228    1,525,692    1,484,228    1,525,692

FHLMC #G11368 7.50%, Due 12/01/12

         2,947,114    3,039,438    2,947,114    3,039,438

FHLMC #G18005 5.00%, Due 08/01/19«

         12,721,304    12,734,401    12,721,304    12,734,401

FHLMC #G80106 10.00%, Due 08/17/22

         1,673,573    1,950,663    1,673,573    1,950,663

FHLMC #G80116 10.00%, Due 02/17/25

         2,710,345    3,117,884    2,710,345    3,117,884

FHLMC #G80193 9.50%, Due 09/17/22

         3,167,673    3,436,849    3,167,673    3,436,849

FHLMC #G90023 7.00%, Due 11/17/13

         469,096    484,911    469,096    484,911

FHLMC #H01193 6.50%, Due 08/01/37

         12,548,543    12,825,022    12,548,543    12,825,022

FHLMC #H01792 6.50%, Due 10/01/37

         4,000,000    4,088,131    4,000,000    4,088,131

FHLMC #M90891 3.50%, Due 01/01/09

   9,322,619      9,149,808          9,322,619    9,149,808

FHLMC #N70012 10.50%, Due 08/01/20

         57,409    67,261    57,409    67,261

FHLMC Series MTN 5.00%, Due 12/14/18«

         25,000,000    24,997,100    25,000,000    24,997,100

FHLMC TBA 6.00%, Due 12/01/37%%

         40,305,000    40,909,575    40,305,000    40,909,575

Total Federal Home Loan Mortgage Corporation

        62,244,817       150,181,816       212,426,633


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Federal National Mortgage Association - 38.03%

                 

FNMA # 878059 5.50%, Due 03/01/36

         23,839,305    23,883,860    23,839,305    23,883,860

FNMA # 886087 6.50%, Due 07/01/36«

         11,703,127    12,038,409    11,703,127    12,038,409

FNMA #100042 11.00%, Due 10/15/20

         217,084    246,308    217,084    246,308

FNMA #100285 9.50%, Due 12/15/20

         385,742    427,397    385,742    427,397

FNMA #1376 15.50%, Due 10/01/12

         694    808    694    808

FNMA #190180 9.00%, Due 07/01/21

         376,121    406,764    376,121    406,764

FNMA #253266 8.00%, Due 05/01/30

   105,206    112,319          105,206    112,319

FNMA #253951 7.50%, Due 09/01/31

   508,553    542,306          508,553    542,306

FNMA #254218 7.00%, Due 02/01/32

   602,144    632,910          602,144    632,910

FNMA #254223 7.50%, Due 02/01/32

   201,044    214,387          201,044    214,387

FNMA #254480 7.00%, Due 10/01/32

   1,381,946    1,451,103          1,381,946    1,451,103

FNMA #254836 4.00%, Due 07/01/10«

   6,682,173    6,562,654          6,682,173    6,562,654

FNMA #256314 5.50%, Due 06/01/16

   3,685,897    3,742,954          3,685,897    3,742,954

FNMA #256810 6.50%, Due 07/01/37

         12,387,929    12,664,741    12,387,929    12,664,741

FNMA #303548 8.50%, Due 02/01/12

         50,214    50,330    50,214    50,330

FNMA #313419 8.50%, Due 12/01/26

         690,149    749,187    690,149    749,187

FNMA #313864 6.69%, Due 12/01/07

   174,980    174,366          174,980    174,366

FNMA #323013 9.00%, Due 10/01/21

         264,374    290,978    264,374    290,978

FNMA #323284 8.50%, Due 05/01/17

         1,134,294    1,206,828    1,134,294    1,206,828

FNMA #323756 6.20%, Due 05/01/09

         4,929,379    4,947,304    4,929,379    4,947,304

FNMA #357464 4.50%, Due 12/01/18«

   7,804,771    7,701,265          7,804,771    7,701,265

FNMA #364215 7.50%, Due 07/01/15

         35,286    35,582    35,286    35,582

FNMA #364217 7.00%, Due 09/01/15

         4,256    4,287    4,256    4,287

FNMA #368034 8.00%, Due 11/01/26

         2,927,313    3,173,910    2,927,313    3,173,910

FNMA #387402 5.03%, Due 05/01/15«

   7,116,427    7,200,436          7,116,427    7,200,436

FNMA #387405 5.09%, Due 05/01/15«

   7,550,459    7,661,146          7,550,459    7,661,146

FNMA #398800 8.00%, Due 06/01/12

         3,548,565    3,687,689    3,548,565    3,687,689

FNMA #398805 8.50%, Due 11/01/11

         229,489    242,651    229,489    242,651

FNMA #417768 6.50%, Due 03/01/28

   150,141    156,039          150,141    156,039

FNMA #426843 11.00%, Due 02/01/19

         180,398    207,450    180,398    207,450

FNMA #439935 8.00%, Due 04/01/17

         201,925    212,292    201,925    212,292

FNMA #457277 6.14%, Due 10/01/27±

         938,784    965,142    938,784    965,142

FNMA #458018 12.00%, Due 07/15/14

         433,514    514,603    433,514    514,603

FNMA #487758 8.50%, Due 05/01/26

         831,905    900,499    831,905    900,499

FNMA #487759 9.50%, Due 07/01/28

         251,142    276,457    251,142    276,457

FNMA #516051 9.50%, Due 01/01/21

         226,645    248,181    226,645    248,181

FNMA #52 8.50%, Due 07/01/10

         18,998    19,369    18,998    19,369

FNMA #535537 9.00%, Due 07/01/28

         344,680    373,617    344,680    373,617

FNMA #535573 8.00%, Due 11/01/13

         829,186    848,484    829,186    848,484

FNMA #535752 10.00%, Due 12/01/20

         563,955    656,748    563,955    656,748

FNMA #538435 7.30%, Due 07/01/26±

         1,303,644    1,325,837    1,303,644    1,325,837

FNMA #545016 9.00%, Due 11/01/12

         2,146    2,245    2,146    2,245

FNMA #545117 7.27%, Due 12/01/40±

         197,282    200,237    197,282    200,237

FNMA #545187 5.85%, Due 09/01/31±

         1,565,414    1,598,266    1,565,414    1,598,266

FNMA #545208 7.16%, Due 09/01/31±

         217,336    221,613    217,336    221,613

FNMA #545460 7.10%, Due 11/01/31±

         1,157,919    1,197,226    1,157,919    1,197,226

FNMA #54844 5.53%, Due 09/01/27±

         2,539,344    2,570,143    2,539,344    2,570,143

FNMA #555161 6.00%, Due 12/01/13

         1,436,733    1,473,740    1,436,733    1,473,740

FNMA #555569 6.00%, Due 05/01/16

         7,114,898    7,284,077    7,114,898    7,284,077

FNMA #555710 4.50%, Due 08/01/18«

   12,859,047    12,688,513          12,859,047    12,688,513

FNMA #62895 8.75%, Due 01/01/10

         35,479    36,508    35,479    36,508

FNMA #635726 7.04%, Due 04/01/32±

         649,171    660,766    649,171    660,766

FNMA #646643 7.23%, Due 06/01/32±

         378,266    385,280    378,266    385,280

FNMA #66414 6.61%, Due 09/01/28±

         2,011,754    2,031,970    2,011,754    2,031,970

FNMA #675479 7.95%, Due 01/01/33±

         1,251,031    1,273,514    1,251,031    1,273,514

FNMA #675491 8.22%, Due 04/01/33±

         413,351    419,172    413,351    419,172

FNMA #695514 8.50%, Due 10/01/26

         64,075    68,728    64,075    68,728

FNMA #695519 8.50%, Due 11/01/26

         546,364    587,773    546,364    587,773

FNMA #70765 9.00%, Due 03/01/21

   334,799    362,906          334,799    362,906

FNMA #724438 8.50%, Due 06/01/27

         1,487,092    1,599,968    1,487,092    1,599,968

FNMA #724658 8.61%, Due 07/01/33±

         315,001    318,103    315,001    318,103

FNMA #725249 5.00%, Due 03/01/34«

         29,904,319    29,376,283    29,904,319    29,376,283

FNMA #725638 5.00%, Due 12/01/18

         6,181,110    6,197,264    6,181,110    6,197,264

FNMA #735062 5.50%, Due 08/01/33

         47,998,817    48,200,455    47,998,817    48,200,455

FNMA #735613 6.00%, Due 02/01/35«

         8,725,326    8,910,265    8,725,326    8,910,265

FNMA #739503 5.50%, Due 09/01/33

         16,994,759    17,066,152    16,994,759    17,066,152

FNMA #740227 5.50%, Due 09/01/33

         16,415,109    16,484,067    16,415,109    16,484,067

FNMA #745678 5.51%, Due 05/01/36«±

   13,265,054    13,397,714          13,265,054    13,397,714

FNMA #745743 4.00%, Due 05/01/21«

   10,251,076    9,840,348          10,251,076    9,840,348

FNMA #745816 5.06%, Due 12/01/35±

         11,376,109    11,467,535    11,376,109    11,467,535

FNMA #787275 4.86%, Due 06/01/34±

   8,068,318    8,131,104          8,068,318    8,131,104

FNMA #813158 4.99%, Due 12/01/34±

   4,751,987    4,864,833          4,751,987    4,864,833

FNMA #835168 5.50%, Due 08/01/35

         14,150,939    14,183,483    14,150,939    14,183,483

FNMA #873354 5.61%, Due 02/01/21«

   4,616,803    4,814,296          4,616,803    4,814,296


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

FNMA #874284 5.43%, Due 01/01/17«

   11,700,000    11,908,178          11,700,000    11,908,178

FNMA #886686 6.16%, Due 08/01/36±

         13,462,414    13,723,249    13,462,414    13,723,249

FNMA #886761 7.00%, Due 09/01/36«

         4,109,099    4,265,400    4,109,099    4,265,400

FNMA #888022 5.00%, Due 02/01/36«

         33,051,117    32,424,877    33,051,117    32,424,877

FNMA #888538 5.50%, Due 01/01/37«

         25,332,941    25,391,202    25,332,941    25,391,202

FNMA #892283 5.86%, Due 09/01/36«±

         9,544,665    9,694,684    9,544,665    9,694,684

FNMA #894157 6.50%, Due 10/01/36

         12,205,742    12,555,423    12,205,742    12,555,423

FNMA #894199 6.50%, Due 10/01/36

         8,465,860    8,708,397    8,465,860    8,708,397

FNMA #895998 6.50%, Due 07/01/36

         7,175,306    7,380,871    7,175,306    7,380,871

FNMA #900560 6.50%, Due 09/01/36

         5,112,636    5,259,108    5,112,636    5,259,108

FNMA #902200 6.50%, Due 11/01/36

         5,541,514    5,700,272    5,541,514    5,700,272

FNMA #918447 5.50%, Due 05/01/22

         12,088,695    12,230,495    12,088,695    12,230,495

FNMA #924858 6.50%, Due 09/01/37

         5,552,515    5,676,588    5,552,515    5,676,588

FNMA #943768 6.50%, Due 10/01/37

         8,275,000    8,459,907    8,275,000    8,459,907

FNMA #954965 6.50%, Due 09/01/37

         10,338,543    10,569,560    10,338,543    10,569,560

FNMA TBA 5.00%, Due 12/01/36%%

         22,880,000    22,422,400    22,880,000    22,422,400

FNMA TBA 5.50%, Due 12/01/21%%

         70,375,000    71,188,676    70,375,000    71,188,676

FNMA TBA 6.50%, Due 12/01/36%%

         40,527,000    41,679,507    40,527,000    41,679,507

Total Federal National Mortgage Association

      102,159,777       541,751,161       643,910,938

Government National Mortgage Association - 0.40%

                 

GNMA #126600 13.00%, Due 11/15/14

         6,030    7,123    6,030    7,123

GNMA #201 14.00%, Due 09/20/14

         5,598    6,605    5,598    6,605

GNMA #45629 13.00%, Due 02/15/11

         3,064    3,511    3,064    3,511

GNMA #52538 15.00%, Due 07/15/12

         9,556    11,269    9,556    11,269

GNMA #56900 15.00%, Due 07/15/12

         32    35    32    35

GNMA #780051 9.00%, Due 12/15/09

         3,677    3,688    3,677    3,688

GNMA #780104 9.50%, Due 10/20/19

         449,648    488,569    449,648    488,569

GNMA #780110 12.50%, Due 04/15/19

         295,514    348,026    295,514    348,026

GNMA #780288 8.00%, Due 12/15/23«

         2,012,001    2,195,994    2,012,001    2,195,994

GNMA #780763 7.50%, Due 12/15/10

         247,402    251,138    247,402    251,138

GNMA #780867 8.35%, Due 04/15/20«

         1,314,612    1,426,629    1,314,612    1,426,629

GNMA #780980 8.40%, Due 05/15/20«

         844,753    930,655    844,753    930,655

GNMA #8678 5.75%, Due 08/20/20±

         616,328    623,616    616,328    623,616

GNMA #8714 6.13%, Due 11/20/20±

         403,579    410,037    403,579    410,037

GNMA #95643 15.00%, Due 09/15/12

         3,401    4,007    3,401    4,007

Total Government National Mortgage Association

      —         6,710,902       6,710,902

Small Business Administration - 0.01%

                 

SBA #440019 Series 1993-1A 2.24%, Due 02/28/18††(c)(i)

         2,206,296    91,354    2,206,296    91,354

SBA Series 1992-6 Class A 2.90%, Due 10/15/17††(c)(i)

         2,893,653    119,815    2,893,653    119,815

Total Small Business Administration

      —         211,169       211,169
                             

Total Agency Securities (Cost $163,060,029, $696,240,858 and $859,300,887, respectively)

      164,404,594       698,855,048       863,259,642
                             

Asset Backed Securities - 0.62%

                 

Capital Auto Receivables Asset Trust Series 2007-4 Class A3B 4.63%, Due 11/15/11±

         10,445,000    10,445,000    10,445,000    10,445,000
                             

Total Asset Backed Securities (Cost $0, $10,445,000 and $10,445,000, respectively)

      —         10,445,000       10,445,000
                             

Collateralized Mortgage Obligations - 27.10%

                 

Banc of America Alternative Loan Trust Series 2005-10 Class 6A1 5.50%, Due 11/25/20

         7,398,700    7,447,257    7,398,700    7,447,257

Countrywide Alternative Loan Trust Series J8 Class 4A1 6.00%, Due 02/25/17

         2,192,573    2,200,568    2,192,573    2,200,568

Federal Agricultural Mortgage Corporation Series GS-1001 Class 1 7.00%, Due 01/25/08±(i)

         92,340    92,340    92,340    92,340

Federal Agricultural Mortgage Corporation Series GS-1002 Class 1 6.71%, Due 07/25/08±

         124,668    124,668    124,668    124,668

FHA Insured Project Loan #956 2.93%, Due 11/01/12††(a)

         1,484,235    1,484,235    1,484,235    1,484,235

FHLMC Series 1582 Class A 5.00%, Due 09/15/08±

         326,296    325,334    326,296    325,334

FHLMC Series 16 Class D 10.00%, Due 10/15/19

         86,604    91,681    86,604    91,681

FHLMC Series 3139 Class YD 4.38%, Due 04/15/15«

   31,561,849    31,415,342          31,561,849    31,415,342

FHLMC Series 3185 Class PA 4.50%, Due 08/15/26«

   28,254,193    28,211,308          28,254,193    28,211,308

FHLMC Series 3221 Class VA 5.00%, Due 09/15/17«

         11,945,352    12,002,548    11,945,352    12,002,548

FHLMC Series 3347 Class PA 5.00%, Due 06/15/28

   26,496,710    26,609,811          26,496,710    26,609,811

FHLMC Structured Pass-Through Securities Series T-15 Class A6 5.21%, Due 11/25/28±

         569,395    571,408    569,395    571,408

FHLMC Structured Pass-Through Securities Series T-23 Class A 5.06%, Due 05/25/30±

         2,324,030    2,323,406    2,324,030    2,323,406

FHLMC Structured Pass-Through Securities Series T-35 Class A 5.06%, Due 09/25/31±

         1,119,868    1,119,671    1,119,868    1,119,671

FHLMC Structured Pass-Through Securities Series T-42 Class A6 9.50%, Due 02/25/42

         2,585,914    2,848,557    2,585,914    2,848,557


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

FHLMC Structured Pass-Through Securities Series T-55 Class 1A1B 6.50%, Due 03/25/43

         1,341,112    1,343,277    1,341,112    1,343,277

FHLMC Structured Pass-Through Securities Series T-55 Class 2A1 6.47%, Due 03/25/43±

         1,511,563    1,515,577    1,511,563    1,515,577

FHLMC Structured Pass-Through Securities Series T-57 Class 2A1 6.39%, Due 07/25/43±

         6,858,017    6,967,638    6,858,017    6,967,638

FNMA Grantor Trust Series 2000-T6 Class A2 9.50%, Due 06/25/30

         2,720,660    2,917,575    2,720,660    2,917,575

FNMA Grantor Trust Series 2001-T10 Class A3 9.50%, Due 12/25/41

         5,405,859    5,871,676    5,405,859    5,871,676

FNMA Grantor Trust Series 2001-T11 Class B 5.50%, Due 09/25/11

   23,175,000    23,875,824          23,175,000    23,875,824

FNMA Grantor Trust Series 2001-T12 Class A3 9.50%, Due 08/25/41

         1,349,604    1,463,394    1,349,604    1,463,394

FNMA Grantor Trust Series 2001-T8 Class A3 6.51%, Due 07/25/41±

         3,354,388    3,382,968    3,354,388    3,382,968

FNMA Grantor Trust Series 2002-T11 Class B 5.34%, Due 04/25/12

   15,275,044    15,657,116          15,275,044    15,657,116

FNMA Grantor Trust Series 2002-T12 Class A5 6.34%, Due 10/25/41±

         3,339,108    3,419,037    3,339,108    3,419,037

FNMA Grantor Trust Series 2002-T19 Class A1 6.50%, Due 07/25/42

         11,375,139    11,913,396    11,375,139    11,913,396

FNMA Grantor Trust Series 2002-T3 Class B 5.76%, Due 12/25/11

         8,000,000    8,245,420    8,000,000    8,245,420

FNMA Grantor Trust Series 2002-T5 Class A1 5.02%, Due 05/25/32±

         814,949    814,949    814,949    814,949

FNMA Grantor Trust Series 2003-T1 Class B 4.49%, Due 11/25/12

   15,000,000    15,182,616          15,000,000    15,182,616

FNMA Grantor Trust Series 2003-T2 Class A1 5.06%, Due 03/25/33±

         730,428    730,289    730,428    730,289

FNMA Interest Strip Series 161 Class 2 8.50%, Due 07/25/22(c)

         241,815    61,108    241,815    61,108

FNMA Interest Strip Series 265 Class 2 9.00%, Due 03/01/24

         646,195    718,920    646,195    718,920

FNMA Interest Strip Series B Class 1 6.00%, Due 05/01/09

         56,446    56,231    56,446    56,231

FNMA Interest Strip Series C Class 1 6.00%, Due 05/01/09

         60,139    59,931    60,139    59,931

FNMA Interest Strip Series K Class 1 6.00%, Due 11/01/08

         36,325    36,230    36,325    36,230

FNMA Series 1988-2 Class Z 10.10%, Due 02/25/18

         336,079    370,721    336,079    370,721

FNMA Series 1988-7 Class Z 9.25%, Due 04/25/18

         127,668    136,785    127,668    136,785

FNMA Series 1989-10 Class Z 9.50%, Due 03/25/19

         692,625    769,183    692,625    769,183

FNMA Series 1989-100 Class Z 8.75%, Due 12/25/19

         525,375    563,769    525,375    563,769

FNMA Series 1989-12 Class Y 10.00%, Due 03/25/19

         1,276,299    1,446,382    1,276,299    1,446,382

FNMA Series 1989-22 Class G 10.00%, Due 05/25/19

         856,498    965,352    856,498    965,352

FNMA Series 1989-63 Class Z 9.40%, Due 10/25/19

         162,006    173,422    162,006    173,422

FNMA Series 1989-98 Class E 9.20%, Due 12/25/19

         228,421    245,075    228,421    245,075

FNMA Series 1990-144 Class W 9.50%, Due 12/25/20

         415,125    462,941    415,125    462,941

FNMA Series 1990-75 Class Z 9.50%, Due 07/25/20

         319,819    357,685    319,819    357,685

FNMA Series 1990-84 Class Y 9.00%, Due 07/25/20

         155,654    167,892    155,654    167,892

FNMA Series 1990-96 Class Z 9.67%, Due 08/25/20

         668,139    749,914    668,139    749,914

FNMA Series 1991-5 Class Z 8.75%, Due 01/25/21

         274,436    300,787    274,436    300,787

FNMA Series 1991-85 Class Z 8.00%, Due 06/25/21

         989,614    1,044,243    989,614    1,044,243

FNMA Series 1992-45 Class Z 8.00%, Due 04/25/22

         679,191    721,346    679,191    721,346

FNMA Series G-8 Class E 9.00%, Due 04/25/21

         610,865    674,583    610,865    674,583

FNMA Series G92-30 Class Z 7.00%, Due 06/25/22

         1,403,223    1,474,549    1,403,223    1,474,549

FNMA Whole Loan Series 1999-W6 Class A 9.65%, Due 09/25/28±

         290,677    308,105    290,677    308,105

FNMA Whole Loan Series 2003-W11 Class A1 8.01%, Due 06/25/33±

         167,718    169,190    167,718    169,190

FNMA Whole Loan Series 2003-W18 Class 1A5 4.61%, Due 08/25/43

         2,422,174    2,410,212    2,422,174    2,410,212

FNMA Whole Loan Series 2003-W3 Class 1A4 6.26%, Due 08/25/42±

         7,477,461    7,537,091    7,477,461    7,537,091

FNMA Whole Loan Series 2003-W5 Class A 5.00%, Due 04/25/33±

         1,536,376    1,492,791    1,536,376    1,492,791

FNMA Whole Loan Series 2003-W6 Class 6A 6.44%, Due 08/25/42±

         6,427,230    6,453,664    6,427,230    6,453,664

FNMA Whole Loan Series 2003-W6 Class PT4 9.64%, Due 10/25/42±

         6,539,317    7,208,311    6,539,317    7,208,311

FNMA Whole Loan Series 2003-W8 Class PT1 10.18%, Due 12/25/42±

         3,180,453    3,479,506    3,180,453    3,479,506

FNMA Whole Loan Series 2003-W9 Class A 5.02%, Due 06/25/33±

         500,945    494,855    500,945    494,855


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

FNMA Whole Loan Series 2004-W15 Class 1A3 7.00%, Due 08/25/44

         6,437,958    6,878,513    6,437,958    6,878,513

Four Times Square Trust Series 2000-4Ts Class A2 7.80%, Due 04/15/15††

         9,974,000    10,838,516    9,974,000    10,838,516

Freddie Mac Reference REMIC Series R007 Class AC 5.88%, Due 05/15/16«

         10,801,991    10,945,407    10,801,991    10,945,407

GNMA Series 2004-103 Class C 4.70%, Due 12/16/27«±

         12,404,000    12,282,108    12,404,000    12,282,108

GNMA Series 2005-23 Class IO 0.96%, Due 06/17/45±(c)

         226,041,660    10,516,385    226,041,660    10,516,385

GNMA Series 2005-34 Class A 3.96%, Due 09/16/21

         6,271,685    6,196,192    6,271,685    6,196,192

GNMA Series 2005-59 Class A 4.39%, Due 05/16/23«

         11,592,306    11,502,031    11,592,306    11,502,031

GNMA Series 2006-3 Class A 4.21%, Due 01/16/28

         17,386,190    17,206,392    17,386,190    17,206,392

GNMA Series 2006-30 Class D 5.41%, Due 04/16/39±

         6,019,000    5,951,293    6,019,000    5,951,293

GNMA Series 2006-32 Class C 5.52%, Due 11/16/38«±

         12,510,000    12,434,706    12,510,000    12,434,706

GNMA Series 2006-32 Class XM 0.88%, Due 11/16/45±(c)

         82,377,648    3,856,781    82,377,648    3,856,781

GNMA Series 2006-68 Class D 5.31%, Due 12/16/37«±

         12,520,000    12,304,272    12,520,000    12,304,272

GNMA Series 2007-34 Class A 4.27%, Due 11/16/26«

         8,459,841    8,380,636    8,459,841    8,380,636

Greenwich Capital Commercial Funding Corporation Series 2002-C1 Class XPB 1.99%, Due 01/11/35±††(c)

         157,721,500    8,044    157,721,500    8,044

JPMorgan Chase Commercial Mortgage Securities Corporation Series 2007-CB18 Class A3 5.45%, Due 06/12/47

   8,000,000    7,981,341          8,000,000    7,981,341

JPMorgan Mortgage Trust Series 2005-A3 Class 7CA1 5.11%, Due 06/25/35±

         6,707,566    6,754,565    6,707,566    6,754,565

JPMorgan Residential Mortgage Acceptance Series 2006-R1 Class 1A1 4.94%, Due 09/28/44±††

         7,878,831    7,761,831    7,878,831    7,761,831

LB-UBS Commercial Mortgage Trust Series 2006-C7 Class A3 5.35%, Due 11/15/38

   10,000,000    9,922,718          10,000,000    9,922,718

Morgan Stanley Capital I Series 2005-HQ5 Class A4 5.17%, Due 01/14/42

   14,175,000    13,945,729          14,175,000    13,945,729

Nomura Asset Acceptance Corporation Series 2004-R2 Class A1 6.50%, Due 10/25/34±††

         5,815,840    5,842,375    5,815,840    5,842,375

Salomon Brothers Mortgage Securities VII Series 2001-C2 Class X2 1.04%, Due 11/13/11±(c)

         125,500,000    1,130,906    125,500,000    1,130,906

TIAA Real Estate CDO Limited Series 2007-C4 Class A3 6.10%, Due 06/15/49±

         7,160,000    7,388,045    7,160,000    7,388,045

Vendee Mortgage Trust Series 1995-1 Class 4 8.88%, Due 02/15/25±

         920,623    1,006,746    920,623    1,006,746

Vendee Mortgage Trust Series 1995-2C Class 3A 8.79%, Due 06/15/25

         1,391,416    1,525,341    1,391,416    1,525,341

Wachovia Bank Commercial Mortgage Trust Series 2002-C2 Class IO3 1.61%, Due 11/15/34±††(c)

         90,957,000    3,784    90,957,000    3,784

Wachovia Bank Commercial Mortgage Trust Series 2003-C6 Class A4 5.13%, Due 08/15/35±

   5,000,000    4,947,762          5,000,000    4,947,762
                             

Total Collateralized Mortgage Obligations (Cost $176,484,148, $281,151,200 and $457,635,348, respectively)

      177,749,567       281,042,512       458,792,079
                             

Corporate Bonds & Notes - 1.55%

                 

Apparel & Accessory Stores - 0.00%

                 

Sears Roebuck Acceptance 6.70%, Due 04/15/12

         172    175    172    175

Total Apparel & Accessory Stores

      —         175       175

Non-Depository Credit Institutions - 1.55%

                 

Private Export Funding Corporation Series D 5.87%, Due 07/31/08

         26,000,000    26,248,826    26,000,000    26,248,826

Total Non-Depository Credit Institutions

      —         26,248,826       26,248,826
                             

Total Corporate Bonds & Notes (Cost $0, $26,136,522 and $26,136,522, respectively)

      —         26,249,001       26,249,001
                             

Foreign Corporate Bonds - 0.38%

                 

European Investment Bank 4.88%, Due 02/15/36

         6,410,000    6,455,703    6,410,000    6,455,703
                             

Total Foreign Corporate Bonds (Cost $0, $6,139,073 and $6,139,073, respectively)

      —         6,455,703       6,455,703
                             

Municipal Bonds & Notes - 1.81%

                 

Arkansas - 0.12%

                 

Arkansas Development Finance Authority (Housing Revenue LOC) 9.75%, Due 11/15/14

         1,753,766    1,951,222    1,753,766    1,951,222

Total Arkansas

      —         1,951,222       1,951,222

Florida - 0.33%

                 

Seminole Tribe Florida Resort Gaming Facilities Project Prerefunded (Other Revenue) 11.50%, Due 10/01/13§

         5,250,000    5,660,130    5,250,000    5,660,130

Total Florida

      —         5,660,130       5,660,130

Texas - 1.36%

                 

Retama Texas Development Corporation (Other Revenue LOC) 10.00%, Due 12/15/20

         5,405,000    7,944,755    5,405,000    7,944,755


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

San Antonio TX Electric & Gas System (Electric Revenue) 3.63%, Due 12/01/27±§

         15,000,000    15,042,300    15,000,000    15,042,300

Total Texas

      —         22,987,055       22,987,055
                             

Total Municipal Bonds & Notes (Cost $0, $30,630,006 and $30,630,006, respectively)

      —         30,598,407       30,598,407
                             

US Treasury Securities - 21.92%

                 

US Treasury Bills - 0.00%

                 

US Treasury Bill 3.65%, Due 12/20/07^

   65,000    64,889          65,000    64,889

Total US Treasury Bills

      64,889       —         64,889

US Treasury Bonds - 5.46%

                 

US Treasury Bond 4.50%, Due 02/15/36«

   1,000,000    1,013,906          1,000,000    1,013,906

US Treasury Bond 5.00%, Due 05/15/37«

         11,025,000    12,106,828    11,025,000    12,106,828

US Treasury Bond 5.38%, Due 02/15/31«

         5,875,000    6,678,224    5,875,000    6,678,224

US Treasury Bond 6.00%, Due 02/15/26«

         21,535,000    25,675,448    21,535,000    25,675,448

US Treasury Bond 8.75%, Due 05/15/17«

         34,340,000    46,978,734    34,340,000    46,978,734

Total US Treasury Bonds

      1,013,906       91,439,234       92,453,140

US Treasury Notes - 16.46%

                 

US Treasury Note 4.88%, Due 08/15/09«

   1,850,000    1,903,188          1,850,000    1,903,188

US Treasury Note 3.63%, Due 10/31/09

         20,815,000    21,031,289    20,815,000    21,031,289

US Treasury Note 4.25%, Due 09/30/12«

         79,230,000    82,108,267    79,230,000    82,108,267

US Treasury Note 4.25%, Due 11/15/13«

         30,045,000    31,169,344    30,045,000    31,169,344

US Treasury Note 4.25%, Due 11/15/14«

         10,295,000    10,617,522    10,295,000    10,617,522

US Treasury Note 4.63%, Due 12/31/11«

         64,105,000    67,295,249    64,105,000    67,295,249

US Treasury Note 4.63%, Due 02/15/17«

         32,555,000    34,177,671    32,555,000    34,177,671

US Treasury Note 12.00%, Due 08/15/13«

         28,595,000    30,250,393    28,595,000    30,250,393

Total US Treasury Notes

      1,903,188       276,649,735       278,552,923
                             

Total US Treasury Securities (Cost $2,890,102, $358,829,683 and $361,719,785, respectively)

      2,981,983       368,088,969       371,070,952
                             

Collateral for Securities Lending - 48.49%

                 

Collateral Invested in Other Assets

                 

Alpine Securitization Corporation 4.70%, Due 12/04/07††

   2,195,003    2,194,717    8,208,610    8,207,543    10,403,613    10,402,260

American General Finance Corporation 5.33%, Due 01/18/08±

   6,191    6,191    23,152    23,154    29,343    29,345

Amstel Funding Corporation 5.20%, Due 12/04/07

   506,539    506,473    1,894,295    1,894,048    2,400,834    2,400,521

Aspen Funding Corporation 4.99%, Due 12/27/07

   337,693    336,609    1,262,863    1,258,809    1,600,556    1,595,418

Atlas Capital Funding Corporation 4.78%, Due 04/25/08±††

   2,251,285    2,250,812    8,419,087    8,417,319    10,670,372    10,668,131

Atomium Funding LLC 5.10%, Due 12/04/07††

   2,251,285    2,250,992    8,419,087    8,417,993    10,670,372    10,668,985

Barclays Repurchase Agreement - 102% Collateralized (Maturity Value $18,950,586) 4.84%, Due 12/03/07

         18,942,946    18,942,946    18,942,946    18,942,946

Barclays Repurchase Agreement - 102% Collateralized (Maturity Value $5,067,434) 4.84%, Due 12/03/07

   5,065,391    5,065,391          5,065,391    5,065,391

Barton Capital Corporation 4.75%, Due 12/07/07††

   562,821    562,529    2,104,772    2,103,677    2,667,593    2,666,206

BASF Finance Europe NV 5.17%, Due 10/17/08±††

   2,814,106    2,810,082    10,523,859    10,508,810    13,337,965    13,318,892

Bear Stearns & Company Incorporated International Repurchase Agreement - 102% Collateralized (Maturity Value $10,528,016) 4.74%, Due 12/03/07

         10,523,859    10,523,859    10,523,859    10,523,859

Bear Stearns & Company Incorporated International Repurchase Agreement - 102% Collateralized (Maturity Value $2,815,218) 4.74%, Due 12/03/07

   2,814,106    2,814,106          2,814,106    2,814,106

Bear Stearns & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $31,584,178) 4.79%, Due 12/03/07

         31,571,576    31,571,576    31,571,576    31,571,576

Bear Stearns & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $8,445,688) 4.79%, Due 12/03/07

   8,442,318    8,442,318          8,442,318    8,442,318

BNP Paribas 4.85%, Due 11/07/08±

   1,688,464    1,688,464    6,314,315    6,314,315    8,002,779    8,002,779

BNP Paribas Repurchase Agreement - 102% Collateralized (Maturity Value $42,112,168) 4.77%, Due 12/03/07

         42,095,435    42,095,435    42,095,435    42,095,435

BNP Paribas Repurchase Agreement - 102% Collateralized (Maturity Value $11,260,898) 4.77%, Due 12/03/07

   11,256,424    11,256,424          11,256,424    11,256,424

Chariot Funding LLC 4.70%, Due 12/05/07††

   3,939,748    3,938,724    14,733,402    14,729,572    18,673,150    18,668,296

Chariot Funding LLC 5.02%, Due 12/28/07

   1,181,925    1,177,965    4,420,021    4,405,214    5,601,946    5,583,179

Cheyne Finance LLC 4.61%, Due 02/25/08±††

   1,604,040    1,443,636    5,998,600    5,398,740    7,602,640    6,842,376

CIT Group Incorporated 5.67%, Due 12/19/07±

   562,821    561,819    2,104,772    2,101,025    2,667,593    2,662,844

Citigroup Repurchase Agreement - 102% Collateralized (Maturity Value $45,028,107) 4.77%, Due 12/03/07

         45,010,215    45,010,215    45,010,215    45,010,215

Citigroup Repurchase Agreement - 102% Collateralized (Maturity Value $11,294,949) 4.77%, Due 12/03/07

   11,290,461    11,290,461          11,290,461    11,290,461

Clipper Receivables Corporation 4.75%, Due 12/03/07

   3,208,081    3,208,081    11,997,199    11,997,199    15,205,280    15,205,280

Clipper Receivables Corporation 5.13%, Due 12/14/07††

   2,026,156    2,023,218    7,577,178    7,566,191    9,603,334    9,589,409


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
   Government Securities Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

CRC Funding LLC 4.90%, Due 12/05/07††

   2,814,106    2,813,374    10,523,859    10,521,123    13,337,965    13,334,497

Credit Agricole SA 5.02%, Due 02/25/08±

   1,266,348    1,266,298    4,735,736    4,735,552    6,002,084    6,001,850

Credit Suisse First Boston Repurchase Agreement - 102% Collateralized (Maturity Value $52,640,298) 4.79%, Due 12/03/07

         52,619,294    52,619,294    52,619,294    52,619,294

Credit Suisse First Boston Repurchase Agreement - 102% Collateralized (Maturity Value $14,076,146) 4.79%, Due 12/03/07

   14,070,530    14,070,530          14,070,530    14,070,530

Cullinan Finance Corporation 4.76%, Due 08/04/08±††

   1,407,053    1,397,780    5,261,929    5,227,253    6,668,982    6,625,033

Fairway Finance Corporation 4.73%, Due 12/06/07††

   1,125,642    1,125,203    4,209,544    4,207,902    5,335,186    5,333,105

Fairway Finance Corporation 5.03%, Due 12/10/07††

   1,913,592    1,911,851    7,156,224    7,149,712    9,069,816    9,061,563

Falcon Asset Securitization Corporation 5.02%, Due 12/24/07

   1,463,335    1,459,267          1,463,335    1,459,267

Falcon Asset Securitization Corporation 5.02%, Due 12/24/07

         5,472,407    5,457,193    5,472,407    5,457,193

Galleon Capital LLC 4.82%, Due 12/07/07

   1,969,874    1,968,850    7,366,701    7,362,870    9,336,575    9,331,720

Galleon Capital LLC 4.90%, Due 12/04/07††

   2,251,285    2,250,992    8,419,087    8,417,993    10,670,372    10,668,985

General Electric Capital Assurance Company 4.74%, Due 06/16/08±

   900,514    900,514    3,367,635    3,367,635    4,268,149    4,268,149

ING (USA) Annuity & Life Insurance Company 4.73%, Due 08/16/08±

   1,969,874    1,969,874    7,366,701    7,366,701    9,336,575    9,336,575

Kestrel Funding US LLC 4.76%, Due 02/25/08±††

   2,026,156    2,024,657    7,577,178    7,571,571    9,603,334    9,596,228

Kitty Hawk Funding Corporation 4.74%, Due 12/06/07

   4,221,159    4,219,513    15,785,788    15,779,632    20,006,947    19,999,145

Liquid Funding Limited 5.70%, Due 06/11/08±††

   4,221,159    4,221,708    15,785,788    15,787,840    20,006,947    20,009,548

M&I Marshall & Ilsley Bank Series BKNT 4.84%, Due 02/15/08±

   56,282    56,224    210,477    210,258    266,759    266,482

Merrill Lynch & Company Incorporated 5.45%, Due 01/02/08±

   42,212    42,198          42,212    42,198

Merrill Lynch & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $42,112,098) 4.75%, Due 12/03/07

         42,095,435    42,095,435    42,095,435    42,095,435

Merrill Lynch & Company Incorporated Repurchase Agreement - 102% Collateralized (Maturity Value $11,260,880) 4.75%, Due 12/03/07

   11,256,424    11,256,424          11,256,424    11,256,424

Merrill Lynch & Company Incorporated Series MTNB 5.45%, Due 01/02/08±

         157,858    157,806    157,858    157,806

MetLife Global Funding I 4.71%, Due 10/21/08±††

   1,407,053    1,404,056    5,261,929    5,250,721    6,668,982    6,654,777

Morgan Stanley 4.76%, Due 04/07/08±

   844,232    844,232    3,157,158    3,157,158    4,001,390    4,001,390

Morgan Stanley 4.78%, Due 10/15/08±

   865,338    865,338          865,338    865,338

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $15,767,560) 4.77%, Due 12/03/07

         15,761,295    15,761,295    15,761,295    15,761,295

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $16,844,867) 4.77%, Due 12/03/07

         16,838,174    16,838,174    16,838,174    16,838,174

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $4,216,284) 4.77%, Due 12/03/07

   4,214,609    4,214,609          4,214,609    4,214,609

Morgan Stanley Repurchase Agreement - 102% Collateralized (Maturity Value $4,504,360) 4.77%, Due 12/03/07

   4,502,570    4,502,570          4,502,570    4,502,570

Morgan Stanley Series EXL 4.78%, Due 10/15/08±

         3,236,087    3,236,087    3,236,087    3,236,087

Natexis Banques Populaires 4.90%, Due 09/08/08±††

   1,407,053    1,407,053    5,261,929    5,261,929    6,668,982    6,668,982

Natixis Series YCD 4.84%, Due 01/25/08±

   2,217,595    2,216,265    26,788,906    26,772,833    29,006,501    28,989,098

Old Line Funding Corporation 5.06%, Due 12/17/07††

   393,975    393,250    1,473,340    1,470,629    1,867,315    1,863,879

Picaros Funding LLC 5.27%, Due 03/07/08††

         35,342,199    34,886,991    35,342,199    34,886,991

Premium Asset Trust 5.29%, Due 07/15/08±††

   1,001,822    1,001,621    3,746,494    3,745,744    4,748,316    4,747,365

Racers Trust Series 2004-6-MM 4.93%, Due 03/22/08±††

   2,642,727    2,642,727    9,882,956    9,882,956    12,525,683    12,525,683

Ranger Funding Corporation 4.86%, Due 12/17/07††

   2,195,003    2,190,964    8,208,610    8,193,506    10,403,613    10,384,470

Scaldis Capital Limited 5.06%, Due 12/14/07

   393,975    393,404    1,473,340    1,471,204    1,867,315    1,864,608

SLM Corporation 4.66%, Due 05/12/08±††

   1,125,642    1,117,178    4,209,544    4,177,888    5,335,186    5,295,066

Solitaire Funding LLC 4.99%, Due 12/26/07

   1,688,464    1,683,263    6,314,315    6,294,867    8,002,779    7,978,130

Solitaire Funding LLC 4.99%, Due 12/31/07

   2,476,413    2,467,127    9,260,996    9,226,267    11,737,409    11,693,394

Stanfield Victoria Funding LLC 5.23%, Due 04/03/08±††

   2,251,285    2,224,427    8,419,087    8,318,647    10,670,372    10,543,074

Thames Asset Global Securitization #1 Incorporated 4.90%, Due 12/07/07††

   1,314,694    1,314,010    4,916,536    4,913,980    6,231,230    6,227,990

The Travelers Insurance Company 4.74%, Due 02/08/08±

   1,081,686    1,081,661    4,045,161    4,045,080    5,126,847    5,126,741

Transamerica Occidental Life Insurance 4.89%, Due 08/01/08±

   5,628,212    5,628,212    21,047,718    21,047,718    26,675,930    26,675,930

Unicredito Italiano Bank (Ireland) Series LIB 4.69%, Due 10/08/08±††

   1,407,053    1,405,407    5,261,929    5,255,773    6,668,982    6,661,180

UniCredito Italiano Bank (New York) Series YCD 5.62%, Due 12/03/07±

   303,923    304,035    1,136,577    1,136,995    1,440,500    1,441,030

UniCredito Italiano Bank (New York) Series YCD 5.70%, Due 12/13/07±

   95,680    95,681    357,811    357,815    453,491    453,496


Table of Contents
Proforma Portfolio of Investments - November 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Intermediate Government
Income Fund
    Government Securities Fund     Pro Forma Combined  
     Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
 

Versailles CDS LLC 4.97%, Due 12/05/07

   1,519,617    1,519,222     5,682,884    5,681,406     7,202,501    7,200,628  

Versailles CDS LLC 5.11%, Due 12/11/07

   844,232    843,345     3,157,158    3,153,843     4,001,390    3,997,188  

Victoria Finance LLC 4.69%, Due 05/02/08±††

   1,407,053    1,407,053     5,261,929    5,261,929     6,668,982    6,668,982  

Victoria Finance LLC 4.78%, Due 08/07/08±††

   1,407,053    1,407,053     5,261,929    5,261,929     6,668,982    6,668,982  
                                 

Total Collateral for Securities Lending (Cost $161,518,682, $660,186,634 and $821,705,316, respectively)

      161,358,032        659,586,774        820,944,806  
                                 

Short-Term Investments - 3.56%

               

Mutual Funds - 3.50%

               

Wells Fargo Advantage Money Market Trust~‡

   11,294,973    11,294,973     47,913,460    47,913,460     59,208,433    59,208,433  

US Treasury Bills - 0.06%

               

US Treasury Bill 3.86%, Due 01/24/08^#

        1,060,000    1,055,724     1,060,000    1,055,724  
                                 

Total Short-Term Investments (Cost $11,294,973, $48,967,611 and $60,262,584, respectively)

      11,294,973        48,969,184        60,264,157  
                                 

Total Investments in Securities (Cost $515,247,934, $2,194,197,129 and $2,709,445,063, respectively) - 160.99%*

      517,789,149        2,207,664,693        2,725,453,842  

Other Assets and Liabilities, Net - (60.99%)

      (160,246,973 )      (872,256,992 )      (1,032,503,965 )
                                 

Net Assets - 100%

      357,542,176        1,335,407,701        1,692,949,877  
                                 

 

« All or a portion of this security is on loan. (See Note 2)
± Variable rate investments.
%% Securities issued on a when-issued (TBA) basis. (See Note 2)
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
^ Zero coupon bond. Interest rate presented is yield to maturity.
# Security pledged as collateral for futures transactions. (See Note 2)
(c) Interest-only securities entitle holders to receive only the interest payments on the underlying mortgages. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents the coupon rate.
§ These securities are subject to a demand feature which reduces the effective maturity.
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The Fund does not pay an investment advisory fee for such investments.
Security of an affiliate of the Fund with a cost of $59,208,433.
* Cost for federal income tax purposes is substantially the same as for financial reporting purposes.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities - November 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Intermediate
Government
Income Fund
    Government
Securities

Fund
    Proforma
Adjustments
    Proforma
Combined
 

Assets

        

Investments

        

In securities, at market value

   $ 345,071,255     $ 1,500,164,459       $ 1,845,235,714  

Collateral for securities loaned

     161,358,032       659,586,774         820,944,806  

Investments in affiliates

     11,359,862       47,913,460         59,273,322  
                                

Total investments at market value (see cost below)

     517,789,149       2,207,664,693       —         2,725,453,842  
                                

Cash

     50,000       —           50,000  

Variation margin receivable on futures contracts

     —         49,234         49,234  

Receivable for Fund shares issued

     22,088       4,335,932         4,358,020  

Receivable for investments sold

     8,482       20,286,381         20,294,863  

Receivables for dividends and interest

     1,578,655       11,531,287         13,109,942  
                                

Total assets

     519,448,374       2,243,867,527       —         2,763,315,901  
                                

Liabilities

        

Payable for Fund shares redeemed

     103,383       121,775         225,158  

Payable for investments purchased

     —         241,206,530         241,206,530  

Dividends payable

     —         5,863,342         5,863,342  

Payable to investment advisor and affiliates

     162,672       685,423         848,095  

Payable for securities loaned

     161,518,436       660,186,634         821,705,070  

Accrued expenses and other liabilities

     121,707       396,122         517,829  
                                

Total liabilities

     161,906,198       908,459,826       —         1,070,366,024  
                                

Total net assets

   $ 357,542,176     $ 1,335,407,701     $ —       $ 1,692,949,877  
                                

NET ASSETS CONSIST OF

        

Paid-in capital

   $ 406,023,450     $ 1,341,229,863       $ 1,747,253,313  

Undistributed net investment income (loss)

     (2,029,225 )     (963,640 )       (2,992,865 )

Undistributed net realized gain (loss) on investments

     (48,993,264 )     (18,462,416 )       (67,455,680 )

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     2,541,215       13,467,564         16,008,779  

Net unrealized appreciation (depreciation) of futures

     —         136,330         136,330  
                                

Total net assets

   $ 357,542,176     $ 1,335,407,701     $ —       $ 1,692,949,877  
                                

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

        

Net assets – Class A

   $ 111,141,778       NA     $ 62,812,925 3   $ 173,954,703  

Shares outstanding – Class A

     10,313,192       NA       6,175,405       16,488,597  

Net asset value per share – Class A

   $ 10.78       NA       $ 10.55  

Maximum offering price per share – Class A2

   $ 11.29       NA       $ 11.05  

Net assets – Class B

   $ 12,002,422       NA       $ 12,002,422  

Shares outstanding – Class B

     1,115,335       NA       23,415 4     1,138,750  

Net asset value and offering price per share – Class B

   $ 10.76       NA       $ 10.54  

Net assets – Class C

   $ 7,114,613     $ 1,586,879       $ 8,701,492  

Shares outstanding – Class C

     662,864       150,489       12,216 5     825,569  

Net asset value and offering price per share – Class C

   $ 10.73     $ 10.54       $ 10.54  

Net assets – Administrator Class

   $ 227,283,363     $ 148,059,359       $ 375,342,722  

Shares outstanding – Administrator Class

     21,101,726       14,040,472       435,311 6     35,577,509  

Net asset value and offering price per share – Administrator Class

   $ 10.77     $ 10.55       $ 10.55  

Net assets – Advisor Class

     NA     $ 62,812,925     $ (62,812,925 )3   $ —    

Shares outstanding – Advisor Class

     NA       5,955,605       (5,955,605 )     —    

Net asset value and offering price per share – Advisor Class

     NA     $ 10.55       $ —    

Net assets – Institutional Class

     NA     $ 260,042,307       $ 260,042,307  

Shares outstanding – Institutional Class

     NA       24,675,414         24,675,414  

Net asset value and offering price per share – Institutional Class

     NA     $ 10.54       $ 10.54  

Net assets – Investor Class

     NA     $ 862,906,231       $ 862,906,231  

Shares outstanding – Investor Class

     NA       81,768,299         81,768,299  

Net asset value and offering price per share – Investor Class

     NA     $ 10.55       $ 10.55  
                                

Investments at cost

   $ 515,247,934     $ 2,194,197,129     $ —       $ 2,709,445,063  
                                

Securities on loan, at market value

   $ 158,740,345     $ 647,506,818     $ —       $ 806,247,163  
                                

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/95.50 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Advisor Class shares of Government Securities Fund are exchanged for new A shares of Government Securities Fund, to be established prior to the merger, in an amount equal to the total value of the Government Securities Fund Advisor shares divided by the current per share value of the new A shares (presumed to equal the Government Securities Fund Advisor share value in this proforma). Class A shares of Intermediate Government Income Fund are exchanged for new A shares of Government Securities Fund in an amount equal to the total value of the Intermediate Government Income Fund A shares divided by the current per share value of the Government Securities Fund A shares.

4

Class B shares of Intermediate Government Income Fund are exchanged for new B shares of Government Securities Fund, to be established upon consummation of the merger, in an amount equal to the total value of the Intermediate Government Income Fund B shares divided by current per share value of the new Government Securities Fund B shares (presumed to equal the Government Securities Fund C share value in this proforma).


Table of Contents

5

Class C shares of Intermediate Government Income Fund are exchanged for Class C shares of Government Securities Fund in an amount equal to the total value of the Intermediate Government Income Fund C shares divided by the current per share value of the Government Securities Fund C shares.

6

Administrator Class shares (“Adm shares”) of Intermediate Government Income Fund are exchanged for Adm shares of Government Securities Fund in an amount equal to the total value of the Intermediate Government Income Fund Adm shares divided by the current per share value of the Government Securities Fund Adm shares.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Operations - For the Twelve Months Ended November 30, 2007 (Unaudited)    Wells Fargo Advantage Funds

 

     Intermediate
Government
Income Fund
    Government
Securities
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Interest

   $ 21,216,480     $ 61,869,141       $ 83,085,621  

Income from affiliated securities

     65,623       1,367,379         1,433,002  

Securities lending income, net

     194,717       795,488         990,205  
                                

Total investment income

     21,476,820       64,032,008       —         85,508,828  
                                

Expenses

        

Advisory fees

     1,961,939       4,748,790       (458,075 )1     6,252,654  

Administration fees

        

Fund Level

     218,823       570,817       (3,547 )1     786,093  

Class A

     319,662       —         167,690 1     487,352  

Class B

     40,951       —         (134 )1     40,817  

Class C

     21,650       3,921       (100 )1     25,471  

Administrator Class

     301,124       118,388       (1,547 )1     417,965  

Advisor Class

     —         169,694       (169,694 )1     —    

Institutional Class

     —         150,471         150,471  

Investor Class

     —         3,406,338         3,406,338  

Custody fees

     87,530       228,327         315,857  

Shareholder servicing fees

     1,094,115       2,383,863       143,392 1     3,621,370  

Accounting fees

     56,675       118,618       (11,128 )1     164,165  

Distribution fees

        

Class B

     109,689       —           109,689  

Class C

     57,994       10,501         68,495  

Professional fees

     30,086       34,172       (16,965 )2     47,293  

Registration fees

     43,429       64,172       (18,788 )2     88,813  

Shareholder reports

     80,504       213,643       (73,537 )2     220,610  

Trustees’ fees

     9,134       9,134       (5,627 )2     12,641  

Other fees and expenses

     15,506       23,006       (6,672 )2     31,840  
                                

Total expenses

     4,448,811       12,253,855       (454,732 )     16,247,934  
                                

Less

        

Waived fees and reimbursed expenses

     (875,290 )     (2,608,120 )     326,085       (3,157,325 )

Net expenses

     3,573,521       9,645,735       (128,647 )     13,090,609  
                                

Net investment income (loss)

     17,903,299       54,386,273       128,647       72,418,219  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     (815,322 )     3,675,981         2,860,659  

Futures transactions

     203,757       416,353         620,110  

Options, swap agreements and short sale transactions

     —         293,117         293,117  
                                

Net realized gain (loss) from Investments

     (611,565 )     4,385,451       —         3,773,886  
                                

Net change in unrealized appreciation (depreciation) of

        

Securities, foreign currencies and foreign currency translation

     3,866,177       15,144,917         19,011,094  

Futures transactions

     (194,633 )     (428,065 )       (622,698 )
                                

Net change in unrealized appreciation (depreciation) of investments

     3,671,544       14,716,852       —         18,388,396  
                                

Net realized and unrealized gain (loss) on investments

     3,059,979       19,102,303       —         22,162,282  
                                

Net increase (decrease) in net assets resulting from operations

   $ 20,963,278     $ 73,488,576     $ 128,647     $ 94,580,501  
                                

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Municipal Bonds and Notes - 97.18%

                 

Alabama - 0.31%

                 

Alabama Drinking Water Finance Revolving Federal Loan Series A (Water Revenue, AMBAC Insured), 4.85,% , Due 8/15/2022

   800,000    $ 805,512          800,000    $ 805,512

Alabama HFA East Lake (MFHR, GNMA), 4.80%, Due 6/20/2032

         1,310,000    $ 1,224,496    1,310,000      1,224,496

Total Alabama

        805,512         1,224,496         2,030,008

Alaska - 0.13%

                 

Northern Tobacco Securitization Corporation AK Tobacco Settlement Revenue Asset-Backed Prerefunded (Excise Tax Revenue), 6.20%, Due 6/1/2022§

         783,000      819,088    783,000      819,088

Total Alaska

        —           819,088         819,088

Arizona - 4.99%

                 

Arizona Health Facilities Authority Phoenix Children’s Hospital Series A, 5.30%, Due 11/15/2008

         25,000      25,462    25,000      25,462

Arizona Health Facilities Authority Phoenix Children’s Hospital Series A Prerefunded, 5.50%, Due 11/15/2010§

         30,000      31,254    30,000      31,254

Arizona Health Facilities Authority Phoenix Children’s Hospital Series A Prerefunded, 6.13%, Due 11/15/2022§

         195,000      205,349    195,000      205,349

Arizona Health Facilities Authority Phoenix Children’s Hospital Series A Prerefunded, 6.25%, Due 11/15/2029§

         100,000      105,533    100,000      105,533

Arizona Health Facilities Authority Phoenix Children’s Hospital Series A Prerefunded, 5.38%, Due 2/15/2018§

         290,000      314,485    290,000      314,485

Arizona Health Facilities Authority Phoenix Children’s Hospital Series A Prerefunded, 5.88%, Due 2/15/2027§

         85,000      93,799    85,000      93,799

Arizona Health Facilities Authority Phoenix Children’s Hospital Series B (Hospital Revenue), 4.27%, Due 2/1/2042§±

         4,045,000      3,994,438    4,045,000      3,994,438

Arizona HFA Mortgage-Backed Securities Program Series B (Housing Revenue, FHLMC), 5.15%, Due 12/1/2035

   1,000,000      1,033,730    1,500,000      1,550,595    2,500,000      2,584,325

Chandler AZ (Fuel Sales Tax Revenue), 6.00%, Due 7/1/2011

   500,000      546,355          500,000      546,355

Estrella AZ Mountain Ranch Community Facilities District (Property Tax Revenue), 5.90%, Due 7/15/2022

         1,030,000      1,030,711    1,030,000      1,030,711

Estrella AZ Mountain Ranch Community Facilities District Series B (Property Tax Revenue), 6.20%, Due 7/15/2032

   1,000,000      995,720          1,000,000      995,720

Gilbert AZ Water Resource Municipal Property Corporation (Sewer Revenue), 4.90%, Due 4/1/2019

         2,500,000      2,507,300    2,500,000      2,507,300

Navajo County AZ Municipal Property Corporation (Lease Revenue, ACA Insured), 5.63%, Due 7/1/2010

   215,000      217,894          215,000      217,894

Phoenix AZ & Pima County AZ IDA Series 2007-1 (SFHR, GNMA Insured), 5.25%, Due 8/1/2038

   2,491,394      2,519,048    2,989,673      3,022,858    5,481,067      5,541,906

Phoenix AZ IDA Capital Mall LLC Project Prerefunded (Lease Revenue, AMBAC Insured), 5.38%, Due 9/15/2022§

   250,000      264,505          250,000      264,505

Phoenix AZ IDA Statewide Series C (Housing Revenue, GNMA Insured), 5.30%, Due 4/1/2020

   35,000      35,394          35,000      35,394

Pima County AZ IDA Acclaim Charter School Project (Educational Facilities Revenue), 5.60%, Due 12/1/2016

   400,000      392,236    510,000      500,101    910,000      892,337

Pima County AZ IDA Global Water Resources LLC Project (Water & Sewer Revenue), 5.45%, Due 12/1/2017

   810,000      711,577    500,000      468,455    1,310,000      1,180,032

Pima County AZ IDA Global Water Resources LLC Project (Water & Sewer Revenue), 5.75%, Due 12/1/2032

   225,000      219,175    810,000      711,577    1,035,000      930,752

Pima County AZ IDA Global Water Resources LLC Project (Water & Wastewater Authority Revenue), 6.55%, Due 12/1/2037

   1,400,000      1,530,522    775,000      754,935    2,175,000      2,285,457

Pinal County AZ USD #43 (Property Tax Revenue, First Security Bank LOC), 5.00%, Due 7/1/2025

   300,000      318,168          300,000      318,168

Scottsdale Waterfront Commerical Community Facilities District AZ (Property Tax Revenue), 6.00%, Due 7/15/2027

         265,000      263,786    265,000      263,786

Scottsdale Waterfront Commerical Community Facilities District AZ (Property Tax Revenue), 6.05%, Due 7/15/2032

         310,000      306,243    310,000      306,243

Surprise AZ Municipal Property Corporation (Water & Wastewater Authority Revenue), 4.70%, Due 4/1/2022

   1,100,000      1,052,513    1,600,000      1,530,928    2,700,000      2,583,441

Surprise AZ Municipal Property Corporation (Water & Wastewater Authority Revenue), 4.90%, Due 4/1/2032

   725,000      663,803    725,000      663,803    1,450,000      1,327,606

Tucson AZ Series 1994C (Fuel Sales Tax Revenue, FGIC Insured), 7.00%, Due 7/1/2012

   500,000      572,055          500,000      572,055

Verrado AZ Community Facilities District #1 (Other Revenue), 6.00%, Due 7/15/2013

         3,425,000      3,585,461    3,425,000      3,585,461

Total Arizona

        11,072,695         21,667,073         32,739,768

Arkansas - 1.20%

                 

Cabot AR Sales & Use Tax (Sales Tax Revenue, XLCA Company Insured), 4.60%, Due 12/1/2025

   2,000,000      2,002,560    2,060,000      2,062,637    4,060,000      4,065,197


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Howard County AR (Sales Tax Revenue, Radian Insured), 4.25%, Due 6/1/2047

   1,220,000    1,023,043    3,355,000    2,813,369    4,575,000    3,836,412

Total Arkansas

      3,025,603       4,876,006       7,901,609

California - 12.49%

                 

Access to Loans for Learning Student Loan Corporation Student Loan Program Series D2 (College & University Revenue, Guaranteed Student Loans), 7.85%, Due 7/1/2025

   2,500,000    2,596,400          2,500,000    2,596,400

Apple Valley CA Redevelopment Agency Project Area #2 (Other Revenue, AMBAC Insured), 5.00%, Due 6/1/2037

   2,850,000    2,914,353          2,850,000    2,914,353

California Infrastructure & Economic Development Bank Series A Capital Appreciation (Economic Development Revenue, ACA Insured), 6.80%, Due12/1/2017^

         1,590,000    819,232    1,590,000    819,232

California Infrastructure & Economic Development Bank Capital Appreciation Series A (Other Revenue, ACA Insured), 7.19%, Due 12/1/2022^

   350,000    122,028    585,000    203,960    935,000    325,988

California Statewide Community Development Authority Community Facilities District 2007-1-Orinda (Special Tax Revenue), 6.00%, Due 9/1/2037

         1,000,000    990,320    1,000,000    990,320

California Statewide CDA Retirement Housing Foundation, 5.50%, Due 12/1/2028§±

   1,850,000    1,850,000    2,900,000    2,900,000    4,750,000    4,750,000

California Statewide CDA Eskaton (ACA Insured), 2.50%, Due 5/15/2029§±

   1,650,000    1,650,000          1,650,000    1,650,000

California Statewide CDA Eskaton Properties Incorporated Convertible (HCFR LOC), 2.50%, Due 5/15/2029§±

   3,675,000    3,816,635    3,000,000    3,000,000    6,675,000    6,816,635

Central Unified School District (Lease Revenue, First Security Bank LOC), 5.00%, Due 8/1/2026

   265,000    252,741          265,000    252,741

Daly City CA Housing Development Finance Agency (Housing Revenue), 5.00%, Due 12/15/2037

         420,000    400,571    420,000    400,571

Dinuba CA Financing Authority (Sewer Revenue), 5.38%, Due 9/1/2038

   500,000    450,580    1,500,000    1,351,740    2,000,000    1,802,320

Dinuba CA Redevelopment Agency Merged City Redevelopment Project #2 (Other Revenue), 4.45%, Due 10/1/2011

         1,900,000    1,902,717    1,900,000    1,902,717

El Centro CA Financing Authority Series A (Water Revenue, First Security Bank LOC), 5.00%, Due 10/1/2026

   445,000    466,494          445,000    466,494

Fillmore CA PFA Fillmore Water Recycling Financing (Other Revenue, CIFG Insured), 5.25%, Due 5/1/2030

   3,900,000    4,285,866          3,900,000    4,285,866

Foothill CA Eastern Transportation Corridor Agency (Toll Road Revenue), 5.25%, Due 7/15/2010

   500,000    496,330    1,900,000    1,886,054    2,400,000    2,382,384

Hesperia USD CA Capital Improvement Project (Lease Revenue, AMBAC Insured), 5.00%, Due 2/1/2031

   680,000    695,422          680,000    695,422

Imperial CA Redevelopment Agency Imperial Redevelopment Project (Special Tax Revenue, AMBAC Insured), 5.00%, Due 12/1/2032

   1,810,000    1,833,946    2,700,000    2,740,176    4,510,000    4,574,122

Inland CA Empire Tobacco Securitization Authority Series C2 (Other Revenue), 6.95%, Due 6/1/2047^

   2,000,000    135,360    3,000,000    203,040    5,000,000    338,400

Lodi CA Series A (Sewer Revenue, First Security Bank LOC), 5.00%, Due 10/1/2037

   800,000    818,544          800,000    818,544

Los Angeles CA HFA Peppermill I & II, 5.13%, Due 4/1/2028

         2,090,000    2,078,881    2,090,000    2,078,881

Madera County CA Valley Children’s Hospital (HCFR LOC), 6.50%, Due 3/15/2015

         1,000,000    1,133,300    1,000,000    1,133,300

Metropolitan Water District of Southern CA Waterworks Series A6 (Water Revenue), 7.93%, Due 8/10/2018§±††

   6,900,000    8,886,924          6,900,000    8,886,924

Pico Rivera CA Water Authority Series A (Water Revenue), 5.75%, Due 12/1/2012

   570,000    592,179          570,000    592,179

Port Hueneme CA Redevelopment Agency Central Community Project (Tax Incremental Revenue LOC), 5.50%, Due 5/1/2014

         1,800,000    1,940,418    1,800,000    1,940,418

Rancho Cucamonga CA Redevelopment Agency Rancho Redevelopment-Housing Set Aside-A (Housing Revenue, MBIA Insured), 5.00%, Due 9/1/2034

   2,000,000    2,044,960    1,400,000    1,431,472    3,400,000    3,476,432

San Bernardino County CA Financing Authority CT Housing Facilities Project (Other Revenue, MBIA Insured), 5.50%, Due 6/1/2037

   3,150,000    3,364,515    4,785,000    5,110,859    7,935,000    8,475,374

San Francisco CA Airport Improvement United Airlines Incorporated Project (Airport Revenue), 8.00%, Due 7/1/2013

   165,000    186,584          165,000    186,584

Santa Rosa CA Rancheria Tachi Yokut Tribe Enterprise (Other Revenue), 5.50%, Due 3/1/2008

         1,400,000    1,400,994    1,400,000    1,400,994

Santa Rosa CA Rancheria Tachi Yokut Tribe Enterprise (Other Revenue), 4.50%, Due 3/1/2011

   900,000    897,588          900,000    897,588

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Southern California Logistics Airport Authority Logistics Airport (Airport Revenue), 6.00%, Due 12/1/2032

   2,035,000    2,016,685          2,035,000    2,016,685

Southern California Logistics Airport Authority (Airport Revenue), 6.00%, Due 12/1/2037

   265,000    260,286    3,535,000    3,472,112    3,800,000    3,732,398

Student Education Loan Marketing Corporation CA Series IV D1 (HEFAR, Guaranteed Student Loans), 5.88%, Due 1/1/2018

   4,975,000    4,983,557          4,975,000    4,983,557

Tehachapi CA Redevelopment Agency Tehachapi Revedevepment Project (Tax Incremental Revenue, Radian Insured), 5.35%, Due 12/1/2037

   655,000    639,522    1,000,000    976,370    1,655,000    1,615,892

Travis CA USD (Lease Revenue, MBIA Insured), 5.00%, Due 9/1/2027

   620,000    638,650          620,000    638,650

West Sacramento CA Financing Authority Series A (Tax Revenue, XLCA Insured), 5.00%, Due 9/1/2026

   1,000,000    1,056,130          1,000,000    1,056,130

Total California

      47,952,279       33,942,216       81,894,495

Colorado - 2.44%

                 

Colorado ECFA Charter School Carbon Valley Academy (Lease Revenue), 5.63%, Due 12/1/2036

         1,170,000    1,058,967    1,170,000    1,058,967

Colorado ECFA Union Colony Charter School Project (Educational Facilities Revenue), 5.75%, Due 12/1/2037††

   500,000    477,355    590,000    563,279    1,090,000    1,040,634

Colorado ECFA Charter School Core Knowledge Project Prerefunded (Lease Revenue), 7.00%, Due 11/1/2029§

   200,000    213,822          200,000    213,822

Colorado ECFA Cerebral Palsy Project Series A (Other Revenue), 6.25%, Due 5/1/2036

         1,550,000    1,550,326    1,550,000    1,550,326

Colorado ECFA Charter School Banning Lewis (Other Revenue), 6.13%, Due 12/15/2035††

   650,000    641,836    850,000    839,324    1,500,000    1,481,160

Colorado ECFA Charter School Monument Academy Project (Other Revenue), 5.50%, Due 10/1/2017

         500,000    492,185    500,000    492,185

Colorado HFA Series B2 (Housing Revenue), 7.10%, Due 4/1/2017

   385,000    397,670          385,000    397,670

Colorado HFA Series D2 (SFHR), 6.90%, Due 4/1/2029

   570,000    594,459          570,000    594,459

Colorado HFA Series A2 (Housing Revenue), 7.15%, Due 11/1/2014

   20,000    20,325          20,000    20,325

Colorado HFA Series B3 (Housing Revenue, First Security Bank LOC), 6.70%, Due 8/1/2017

   1,105,000    1,152,062          1,105,000    1,152,062

Colorado HFA Series A2 (SFHR, MBIA Insured), 6.50%, Due 8/1/2031

   810,000    820,862          810,000    820,862

Denver City & County CO The Boston Lofts Project Series A (Housing Revenue, FHA Insured), 5.75%, Due 10/1/2027

   500,000    503,665          500,000    503,665

E-470 Public Highway Authority Capital Appreciation Senior Lien Series B (Toll Road Revenue LOC), 4.24%, Due 9/1/2016^

         5,000,000    3,475,750    5,000,000    3,475,750

Eagle County CO Airport Terminal Corporate Project Series A (Airport Revenue), 5.15%, Due 5/1/2017

   690,000    666,395    800,000    772,632    1,490,000    1,439,027

Eagle County CO Airport Terminal Corporation Airport Terminal Improvement Project Series B (Airport Revenue), 5.05%, Due 5/1/2015

         500,000    484,015    500,000    484,015

Eagle County CO Airport Terminal Corporation Airport Terminal Improvement Project Series B (Airport Revenue), 5.25%, Due 5/1/2020

         890,000    844,521    890,000    844,521

Summit County CO Keystone Resorts Management Project (Other Revenue), 7.38%, Due 9/1/2010

   420,000    457,708          420,000    457,708

Total Colorado

      5,946,159       10,080,999       16,027,158

District of Columbia - 0.53%

                 

District of Columbia Capital Appreciation Mandarin Oriental (Tax Incremental Revenue, First Security Bank LOC), 4.12%, Due 7/1/2015^#

   3,850,000    2,835,487          3,850,000    2,835,487

District of Columbia Tobacco Settlement Financing Corporation, 5.38%, Due 5/15/2010

         410,000    420,840    410,000    420,840

District of Columbia Tobacco Settlement Financing Corporation, 5.70%, Due 5/15/2012

         205,000    214,436    205,000    214,436

Total District of Columbia

      2,835,487       635,276       3,470,763

Florida - 7.05%

                 

Ave Maria Stewardship Community Development District FL (Other Revenue), 4.80%, Due 11/1/2012

   1,275,000    1,172,312    1,875,000    1,723,988    3,150,000    2,896,300

Brevard County FL Retirement Housing Funding (HCFR LOC), 5.50%, Due 12/1/2028§±

   1,950,000    1,950,000    1,050,000    1,050,000    3,000,000    3,000,000

Charlotte County FL IDA Bond Anticipation Notes (Other Revenue), 5.75%, Due 10/1/2008

   1,300,000    1,292,733    1,980,000    1,968,932    3,280,000    3,261,665

Clay County FL Housing Finance Authority Series A2 (Housing Revenue, FNMA), 4.85%, Due 4/1/2028

   2,400,000    2,424,432    3,700,000    3,737,666    6,100,000    6,162,098

Connerton West Community Development District FL Series B (Other Revenue), 5.13%, Due 5/1/2016

   1,350,000    1,209,398    2,125,000    1,903,681    3,475,000    3,113,079

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Florida Development Finance Corporation Learning Gate Community School Project Series A (Educational Facilities Revenue), 6.00%, Due 2/15/2037

   600,000    589,500    900,000    884,250    1,500,000    1,473,750

Florida Glen Oaks Apartments Project (Housing Revenue, FNMA Insured), 5.90%, Due 2/1/2030

   500,000    505,150          500,000    505,150

Florida Housing Financing Corporation Homeowner Mortgage Series 4 (Housing Revenue, GNMA Insured), 4.70%, Due 1/1/2015

   500,000    512,585          500,000    512,585

Florida Housing Finance Corporation Homeowner Mortgage Series 4 (Housing Revenue, GNMA), 4.70%, Due 7/1/2015

         1,015,000    1,042,101    1,015,000    1,042,101

Fountainbleau Lakes FL Community Development District Series B (Special Tax Revenue), 6.00%, Due 5/1/2015

   600,000    569,262    900,000    853,893    1,500,000    1,423,155

Gulf Breeze FL Miami Beach Local Government Series B (Other Revenue LOC), 4.75%, Due 12/1/2015

         265,000    277,161    265,000    277,161

Jacksonville FL Housing Finance Authority AMT Series A-2 (Housing Revenue, Government National Mortgage Association), 5.00%, Due 4/1/2030

   2,515,000    2,574,731    3,775,000    3,864,656    6,290,000    6,439,387

Lee County FL (Solid Waste Revenue, MBIA Insured), 5.63%, Due 10/1/2013

         2,400,000    2,548,560    2,400,000    2,548,560

Miami Dade County FL Industrial Development Authority Airis Miami II LLC Project (IDR, AMBAC Insured), 6.00%, Due 10/15/2025

         1,000,000    1,042,210    1,000,000    1,042,210

Orlando FL Housing Authority West Oaks Apartments Projects Puttable (Housing Revenue, FNMA), 5.05%, Due 8/1/2033§

         3,215,000    3,390,571    3,215,000    3,390,571

Palm Beach County FL Series A (Housing Revenue, GNMA Insured), 4.85%, Due 4/1/2032

   1,835,000    1,843,955          1,835,000    1,843,955

Seminole Indian Tribe of Florida Series A (GO—States, Territories), 5.75%, Due 10/1/2022††

         3,800,000    3,802,698    3,800,000    3,802,698

Volusia County FL IDA (HCFR LOC, ACA Insured), 5.50%, Due 12/1/2028§±

   2,350,000    2,350,000    1,150,000    1,150,000    3,500,000    3,500,000

Total Florida

      16,994,058       29,240,367       46,234,425

Georgia - 2.35%

                 

Atlanta GA Series A Prerefunded (Airport Revenue, FGIC Insured), 5.75%, Due 1/1/2020§

   1,000,000    1,051,040    4,940,000    5,780,245    5,940,000    6,831,285

East Point GA Housing Authority Bond Laurel Eidge Washington Road Apartments, 5.00%, Due 10/1/2032§±

         2,135,000    2,094,093    2,135,000    2,094,093

Forsyth County GA Hospital Authority Georgia Baptist Health Care System Project (HCFR), 6.38%, Due 10/1/2028

         465,000    564,319    465,000    564,319

Fulton County GA Concorde Place Apartments Project Series C Prerefunded (Housing Revenue), 6.90%, Due 7/1/2008§

   500,000    509,090          500,000    509,090

Georgia State Series B (Other Revenue), 6.25%, Due 3/1/2011

         5,000    5,463    5,000    5,463

Georgia Municipal Electric Authority Power Revenue Prerefunded Series Y (Electric Revenue LOC, MBIA Insured), 6.50%, Due 1/1/2017§

         5,000    5,829    5,000    5,829

Georgia Municipal Electric Authority Power Revenue Series Y (Electric Revenue LOC, MBIA Insured), 6.50%, Due 1/1/2017

         450,000    520,214    450,000    520,214

Irwin County GA Municipal Corrections Project Series A (Lease Revenue), 8.00%, Due 8/1/2037

   650,000    651,872    1,000,000    1,002,880    1,650,000    1,654,752

Municipal Electric Authority of Georgia Project One Subseries A (Utilities Revenue LOC), 5.25%, Due 1/1/2014

         2,000,000    2,194,740    2,000,000    2,194,740

Thomasville GA Housing Authority Housing Wood VY Apartments Project Series A, 5.10%, Due 12/1/2035§±

         1,060,000    1,033,765    1,060,000    1,033,765

Total Georgia

      2,212,002       13,201,548       15,413,550

Guam - 0.05%

                 

Guam Housing Corporation Guaranteed Mortgage-Backed Securities Series A (Housing Revenue, FHLMC Insured), 5.75%, Due 9/1/2031

   60,000    63,317          60,000    63,317

Guam Education Financing Foundation Certificates Partnership Guam Public School Facilities Project Series B (Educational Facilities Revenue, ACA Insured), 4.50%, Due 10/1/2026

   120,000    99,892    175,000    145,675    295,000    245,567

Total Guam

      163,209       145,675       308,884

Hawaii - 0.17%

                 

Hawaii State (Airport Revenue, FGIC Insured), 5.75%, Due 7/1/2015

         1,000,000    1,050,960    1,000,000    1,050,960

Hawaii State Housing Finance & Development Corporation Series A (Housing Revenue, FNMA Insured), 5.75%, Due 7/1/2030

   70,000    71,383          70,000    71,383

Total Hawaii

      71,383       1,050,960       1,122,343


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Idaho - 0.25%

                 

Idaho IHC Hospitals Incorporated (HCFR), 6.65%, Due 2/15/2021

   150,000    190,587          150,000    190,587

Idaho Housing Agency Series C2 (Housing Revenue), 6.35%, Due 7/1/2015

   115,000    115,128          115,000    115,128

Idaho Housing & Finance Association Series H2 (Housing Revenue, FHA Insured), 6.15%, Due 1/1/2028

   165,000    168,878          165,000    168,878

Idaho Housing & Finance Association Series E-CL I (SFMR), 3.60%, Due 7/1/2033

         1,190,000    1,187,537    1,190,000    1,187,537

Total Idaho

      474,593       1,187,537       1,662,130

Illinois - 6.90%

                 

Aurora IL Series B, 5.85%, Due 12/30/2013

         2,740,000    2,703,996    2,740,000    2,703,996

Chicago IL Housing Authority Prerefunded (Housing Revenue), 5.38%, Due 7/1/2019§#

   2,250,000    2,448,675          2,250,000    2,448,675

Chicago IL Bryne Mawr Belle Project (Housing Revenue, GNMA Insured), 6.13%, Due 6/1/2039

   500,000    508,965          500,000    508,965

Chicago IL Paul G. Stewart Phases I & II (Housing Revenue, FHA Insured), 4.20%, Due 9/20/2017

   500,000    487,075    870,000    847,511    1,370,000    1,334,586

Du Page County IL Special Service Monarch Landing Project (Special Tax Revenue), 5.40%, Due 3/1/2016

         250,000    248,190    250,000    248,190

Eureka IL Eureka College Project Sesies 1998B (College & University Revenue, MBIA Insured), 7.00%, Due 1/1/2019

   1,000,000    1,038,330    1,750,000    1,817,078    2,750,000    2,855,408

Hampshire IL Special Service Area #18 Crown Development Project Tamms Farm Series A (Special Tax Revenue), 6.00%, Due 3/1/2044

   500,000    468,575    715,000    670,062    1,215,000    1,138,637

Harvey IL Series A (Property Tax Revenue), 5.50%, Due 12/1/2027

   1,800,000    1,769,976    3,250,000    3,195,790    5,050,000    4,965,766

Harvey IL Series A (Property Tax Revenue), 5.63%, Due 12/1/2032

   2,090,000    2,046,047    2,745,000    2,687,273    4,835,000    4,733,320

Illinois Development Finance Authority Balance Community Rehabilitation Series A, 7.88%, Due 7/1/2020

   202,577    167,219          202,577    167,219

Illinois Finance Authority New Money Community Rehabilitation Series A (HCFR, GO), 5.35%, Due 7/1/2027

   1,000,000    872,490    410,000    401,165    1,410,000    1,273,655

Illinois OSF Healthcare System Prerefunded (HCFR), 6.25%, Due 11/15/2029§

   4,000,000    4,259,000          4,000,000    4,259,000

Illinois Financing Authority Charter Schools Uno Charter Series C (Other Revenue, ACA Insured), 5.38%, Due 9/1/2032

         1,450,000    1,265,111    1,450,000    1,265,111

Jackson & Williamson Counties IL Community High School District #165 Prerefunded (Property Tax Revenue, AMBAC Insured), 6.25%, Due 12/1/2015§

   500,000    528,115          500,000    528,115

McHenry County IL Community High School District #157 (Property Tax Revenue, First Security Bank LOC), 9.00%, Due 12/1/2017

   1,000,000    1,366,850          1,000,000    1,366,850

Regional Transportation Authority Series D (Sales Tax Revenue, FGIC Insured), 7.75%, Due 6/1/2019

   7,350,000    9,469,593          7,350,000    9,469,593

Rockford IL Faust Lamark Apartments Project Series A Housing & Urban Development (Housing Revenue, MBIA Insured), 6.75%, Due 1/1/2018

   905,000    933,155          905,000    933,155

Southwestern IL Development Finance Authority Local Government Program Collinsville Limited (Sales Tax Revenue), 5.00%, Due 3/1/2025

   410,000    389,127    615,000    583,690    1,025,000    972,817

Southwestern IL Development Finance Authority Local Government Program Collinsville Limited (Sales Tax Revenue), 5.35%, Due 3/1/2031

   600,000    573,870    900,000    860,805    1,500,000    1,434,675

Tazewell County IL School District #51 (Property Tax Revenue, FGIC Insured), 9.00%, Due 12/1/2023

   1,105,000    1,672,340          1,105,000    1,672,340

Vernon Hills IL Town Center Project Series A (Tax Incremental Revenue), 6.25%, Due 12/30/2026

         1,000,000    1,000,740    1,000,000    1,000,740

Total Illinois

      28,999,402       16,281,411       45,280,813

Indiana - 0.77%

                 

Indianapolis IN Local Public Improvement Series B (Other Revenue), 6.00%, Due 1/10/2020

   290,000    334,973          290,000    334,973

Nobelsville IN Redevelopment Authority Lease Rental Hazel Dell Road Series A (Lease Revenue), 5.00%, Due 2/1/2029

   925,000    919,006    1,825,000    1,813,174    2,750,000    2,732,180

Valparaiso IN Economic Development Valparaiso Family YMCA (Other Revenue), 6.00%, Due 12/1/2036

         2,000,000    1,950,320    2,000,000    1,950,320

Total Indiana

      1,253,979       3,763,494       5,017,473

Iowa - 0.16%

                 

Coralville IA COP Series D (Other Revenue), 5.00%, Due 6/1/2014

   300,000    310,635          300,000    310,635

Coralville IA COP Series D (Other Revenue), 5.25%, Due 6/1/2016

   360,000    378,731          360,000    378,731


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Iowa Finance Authority AMT Mortgage-Backed Securities Program Series D (Housing Revenue, GNMA), 4.30%, Due 7/1/2033

         145,000    145,254    145,000    145,254

Iowa Finance Authority Child Services (Other Revenue), 5.00%, Due 6/1/2009

         110,000    109,447    110,000    109,447

Iowa Finance Authority Child Services (Other Revenue), 5.00%, Due 6/1/2010

         125,000    123,904    125,000    123,904

Total Iowa

      689,366       378,605       1,067,971

Kansas - 3.50%

                 

Kansas Development Finance Authority Health Facilities Hartford (HCFR LOC), 6.13%, Due 4/1/2012

         355,000    361,791    355,000    361,791

City of Olathe KS Special Obligation West Village Center Project (Tax Incremental Revenue), 5.50%, Due 9/1/2026

   500,000    463,120    765,000    708,574    1,265,000    1,171,694

Overland Park KS Development Corporation First Tier Convention Series A (Other Revenue, AMBAC Insured), 5.13%, Due 1/1/2032

   400,000    406,196          400,000    406,196

Overland Park KS Development Corporation Second Tier Convention Series B (Other Revenue, AMBAC Insured), 5.13%, Due 1/1/2032

   3,000,000    3,046,470    5,000,000    5,077,450    8,000,000    8,123,920

Sedgwick & Shawnee Counties KS Series A2 (Housing Revenue, GNMA Insured), 6.70%, Due 6/1/2029

   515,000    521,963          515,000    521,963

Sedgwick & Shawnee Counties KS Mortgage-Backed Securities Series A5 (Housing Revenue LOC), 5.70%, Due 12/1/2036±

         725,000    757,415    725,000    757,415

Sedgwick & Shawnee Counties KS Mortgage-Backed Securities Series A (SFHR, GNMA), 5.40%, Due 12/1/2037

   1,345,000    1,398,020    3,250,000    3,378,115    4,595,000    4,776,135

Wyandotte County KS United Government Referendum Sales Tax Second Lien Area B (Sales Tax Revenue), 5.00%, Due 12/1/2020

   2,000,000    1,977,440    1,750,000    1,730,260    3,750,000    3,707,700

Wyandotte County Kansas City KS United Government Transportation Development Strict Legends Village West Project (Other Revenue), 4.88%, Due 10/1/2028

   1,385,000    1,244,547    2,130,000    1,913,997    3,515,000    3,158,544

Total Kansas

      9,057,756       13,927,602       22,985,358

Kentucky - 0.51%

                 

Kentucky EDFA Retirement Housing Foundation (HCFR LOC), 5.50%, Due 12/1/2028§±

         1,550,000    1,550,000    1,550,000    1,550,000

Kentucky EDFA Christian Care Communities Projects, 5.38%, Due 11/20/2035

         1,745,000    1,800,805    1,745,000    1,800,805

Total Kentucky

   —      —         3,350,805       3,350,805

Louisiana - 1.11%

                 

Claiborne Parish LA Law Enforcement District Claiborne Correctional Facilities Project, 6.25%, Due 3/1/2019

         3,185,000    3,218,443    3,185,000    3,218,443

Louisiana PFA Black & Gold Facilities Project Series A (HEFAR, CIFG Insured), 5.00%, Due 7/1/2030

   1,000,000    1,013,130          1,000,000    1,013,130

Louisiana Public Facilities Authority Black & Gold Facilities Project Series A (College & University Revenue, CIFG Insured), 5.00%, Due 7/1/2032

   3,000,000    3,015,780          3,000,000    3,015,780

Total Louisiana

      4,028,910       3,218,443       7,247,353

Massachusetts - 1.31%

                 

Massachusetts College Building Authority Series (College & University Revenue, Commonwealth of Massachusetts), 7.50%, Due 5/1/2014

   2,500,000    2,966,750          2,500,000    2,966,750

Massachusetts State Port Authority Delta Airlines Incorporated Project Series A (Lease Revenue, AMBAC Insured), 5.50%, Due 1/1/2013

         3,500,000    3,678,115    3,500,000    3,678,115

Massachusetts State Port Authority Delta Airlines Income Project Series A (Lease Revenue, AMBAC Insured), 5.50%, Due 1/1/2016

         800,000    834,480    800,000    834,480

Massachusetts State Port Authority Delta Air Lines Incorporated Project-Series A (Lease Revenue, AMBAC Insured), 5.50%, Due 1/1/2017

         1,000,000    1,040,240    1,000,000    1,040,240

Massachusetts Water Pollution Abatement MWRA Program Series A Prerefunded (Water Revenue), 6.00%, Due 8/1/2023§

   90,000    94,986          90,000    94,986

Total Massachusetts

      3,061,736       5,552,835       8,614,571

Michigan - 3.00%

                 

Crescent Academy MI COP (Other Revenue), 5.75%, Due 12/1/2036(i)

   1,180,000    1,033,432    1,610,000    1,410,022    2,790,000    2,443,454

Detroit MI Downtown Development Authority Development Area #1 Project Series A (Tax Incremental Revenue, MBIA Insured), 4.75%, Due 7/1/2025

   1,750,000    1,752,748          1,750,000    1,752,748

Flint MI International Academy (Educational Facilities Revenue), 5.75%, Due 10/1/2037

   2,580,000    2,487,275    3,950,000    3,808,037    6,530,000    6,295,312

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Michigan Public Educational Facilities Authority Limited Obligation Bradford (Educational Facilities Revenue), 6.50%, Due 9/1/2037

   965,000    953,632    1,480,000    1,462,566    2,445,000    2,416,198

Michigan Public Educational Facilities Authority Limited Obligation Nataki Talibah (Educational Facilities Revenue), 6.25%, Due 10/1/2023

         1,175,000    1,175,705    1,175,000    1,175,705

Michigan State Hospital Finance Authority Daughters Charity (Hospital Revenue), 5.25%, Due 11/1/2015

         1,150,000    1,225,889    1,150,000    1,225,889

Star International Academy MI Full Term (Lease Revenue), 6.13%, Due 3/1/2037

   560,000    536,222    900,000    861,786    1,460,000    1,398,008

Wayland MI Union School District (Property Tax Revenue, FGIC Insured), 8.00%, Due 5/1/2010

   2,760,000    2,949,943          2,760,000    2,949,943

Total Michigan

      9,713,252       9,944,005       19,657,257

Minnesota - 1.16%

                 

Austin MN Housing & RDA Courtyard Residence Project Series A (Housing Revenue), 7.25%, Due 1/1/2032

   500,000    515,980          500,000    515,980

Brooklyn Park MN EDFA Huntington Site Development Series A (Tax Incremental Revenue), 5.00%, Due 8/1/2009

         810,000    821,162    810,000    821,162

Falcon Height MN Kaleidoscope Charter School Series A (Lease Revenue), 6.00%, Due 11/1/2037

         1,000,000    963,400    1,000,000    963,400

Meeker County MN Hospital Facilities-Memorial Hospital Project (Healthcare Facilities Revenue), 5.13%, Due 11/1/2015

         545,000    530,301    545,000    530,301

Meeker County MN Hospital Facilities-Memorial Hospital Project (Healthcare Facilities Revenue), 5.25%, Due 11/1/2016

         570,000    555,619    570,000    555,619

Meeker County MN Hospital Facilities-Memorial Hospital Project (Healthcare Facilities Revenue), 5.25%, Due 11/1/2017

         330,000    321,694    330,000    321,694

Rochester City MN Madonna Towers Incorporated Project Series A (Housing Revenue), 5.50%, Due 11/1/2017

         490,000    484,473    490,000    484,473

Rochester City MN Madonna Towers Incorporated Project Series A (Housing Revenue), 5.88%, Due 11/1/2028

         825,000    799,128    825,000    799,128

Western Minnesota Municipal Power Agency Series A (Electric Plant Revenue LOC), 5.50%, Due 1/1/2012

         1,000,000    1,043,940    1,000,000    1,043,940

Woodbury MN Math Science Academy Project Series A, 7.50%, Due 12/1/2031

         1,500,000    1,604,325    1,500,000    1,604,325

Total Minnesota

      515,980       7,124,042       7,640,022

Mississippi - 0.31%

                 

Gulfport-Biloxi Regional Airport Authority MS Passenger Facilities Series A (Airport Revenue, ACA Insured), 5.00%, Due 10/1/2022

         500,000    465,355    500,000    465,355

Mississippi Home Corporation Housing Madonna Manor Apartments #3 (MFHR, GNMA), 5.25%, Due 1/20/2024

   520,000    528,819    1,000,000    1,016,960    1,520,000    1,545,779

Total Mississippi

      528,819       1,482,315       2,011,134

Missouri - 2.39%

                 

Cass County MO (Hospital Revenue), 5.00%, Due 5/1/2014

   370,000    372,168    560,000    563,282    930,000    935,450

Cass County MO (Hospital Revenue), 5.50%, Due 5/1/2027

   900,000    874,890    1,360,000    1,322,056    2,260,000    2,196,946

Chesterfield Valley Transportation Development District MO (Sales Tax Revenue, CIFG Insured), 4.00%, Due 4/15/2026

   1,000,000    1,005,030          1,000,000    1,005,030

Cottleville MO COP (Lease Revenue), 5.00%, Due 8/1/2020

   300,000    304,863          300,000    304,863

Cottleville MO COP (Lease Revenue), 5.10%, Due 8/1/2023

   250,000    253,055          250,000    253,055

Cottleville MO COP (Lease Revenue), 5.25%, Due 8/1/2031

         600,000    600,630    600,000    600,630

Desloge MO US Highway 67 State Street Redevelopment Project, 5.20%, Due 4/15/2020

         975,000    991,019    975,000    991,019

Kansas City MO Maincor Project Series A (Tax Incremental Revenue), 5.25%, Due 3/1/2018

         1,000,000    976,090    1,000,000    976,090

Lake of the Ozarks MO Community Bridge Corporation, 5.25%, Due 12/1/2014

         3,475,000    3,475,765    3,475,000    3,475,765

Ozark MO COP Community Center Project (Lease Revenue), 4.80%, Due 9/1/2023

   500,000    494,650          500,000    494,650

Ozark MO COP Community Center Project (Lease Revenue), 5.00%, Due 9/1/2026

         760,000    753,578    760,000    753,578

St. Charles County MO IDA Housing Vanderbilt Apartments, 5.00%, Due 2/1/2029§±

         3,700,000    3,702,072    3,700,000    3,702,072

Total Missouri

      3,304,656       12,384,492       15,689,148

Montana - 0.33%

                 

Flathead MT Municipal Airport Authority Glacier Park International Airport A (Airport Revenue), 5.00%, Due 6/1/2013

   325,000    329,183          325,000    329,183


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Flathead MT Municipal Airport Authority Glacier Park International Airport Series A (Airport Revenue), 5.00%, Due 6/1/2014

         510,000    516,115    510,000    516,115

Flathead MT Municipal Airport Authority Glacier Park International Airport A (Airport Revenue), 5.00%, Due 6/1/2015

   535,000    539,596          535,000    539,596

Flathead MT Municipal Airport Authority Glacier Park International Airport Series A (Airport Revenue), 5.00%, Due 6/1/2016

         560,000    563,035    560,000    563,035

Flathead MT Municipal Airport Authority Glacier Park International Airport Series B (Airport Revenue), 5.00%, Due 6/1/2023

         195,000    196,398    195,000    196,398

Total Montana

      868,779       1,275,548       2,144,327

Nevada - 0.59%

                 

Reno-Sparks NV Indian Colony Governmental (Other Revenue, US Bank NA LOC), 5.00%, Due 6/1/2024

         2,000,000    1,953,940    2,000,000    1,953,940

Reno-Sparks NV Indian Colony Governmental (Other Revenue, US Bank NA LOC), 5.13%, Due 6/1/2027

   800,000    777,448    1,200,000    1,166,172    2,000,000    1,943,620

Total Nevada

      777,448       3,120,112       3,897,560

New Hampshire -0.02%

                 

New Hampshire The Memorial Hospital (HCFR), 5.25%, Due 6/1/2026

   150,000    141,866          150,000    141,866

Total New Hampshire

      141,866       —         141,866

New Jersey - 3.21%

                 

Higher Education Student Assistance Authority New Jersey Series A (HEFAR, MBIA Insured), 6.00%, Due 6/1/2015

         2,560,000    2,644,915    2,560,000    2,644,915

Higher Education Student Assistance Authority NJ Series A (HEFAR, MBIA Insured), 6.10%, Due 6/1/2016

   1,150,000    1,189,848          1,150,000    1,189,848

New Jersey Economic Development Authority Cedar Crest Village Incorporated Facilities Series A Prerefunded (HCFR), 7.25%, Due 11/15/2021§

   1,000,000    1,149,660          1,000,000    1,149,660

New Jersey Economic Development Authority Cigarette Tax (Other Revenue), 5.63%, Due 6/15/2018

   2,500,000    2,509,075    2,500,000    2,509,075    5,000,000    5,018,150

New Jersey Economic Development Authority (Excise Tax Revenue), 5.63%, Due 6/15/2019

         500,000    501,290    500,000    501,290

New Jersey Economic Development Authority Cigarette Tax Revenue, 5.75%, Due 6/15/2029

         1,000,000    979,460    1,000,000    979,460

New Jersey Economic Development Authority Cigarette Tax Revenue, 5.75%, Due 6/15/2034

         2,000,000    1,944,360    2,000,000    1,944,360

New Jersey State Higher Education Assistance Authority Series A (College & University Revenue, AMBAC Insured), 5.15%, Due 6/1/2012

   880,000    889,442          880,000    889,442

Tobacco Settlement Financing Corporation NJ (Excise Tax Revenue), 5.75%, Due 6/1/2032

   1,000,000    1,071,670          1,000,000    1,071,670

Tobacco Settlement Financing Corporation NJ (Excise Tax Revenue), 6.38%, Due 6/1/2032

         5,000,000    5,660,550    5,000,000    5,660,550

Total New Jersey

      6,809,695       14,239,650       21,049,345

New Mexico - 0.68%

                 

Bernalillo County NM (Other Revenue), 5.25%, Due 4/1/2027

   1,475,000    1,623,577          1,475,000    1,623,577

New Mexico Mortgage Finance Authority SFMR Series A2 Class I (Housing Revenue, GNMA Insured), 4.40%, Due 1/1/2027

   1,400,000    1,419,194          1,400,000    1,419,194

Otero County NM (Jail Facilities Revenue), 5.50%, Due 4/1/2013

         1,485,000    1,442,737    1,485,000    1,442,737

Total New Mexico

      3,042,771       1,442,737       4,485,508

New York - 3.73%

                 

Albany NY Industrial Development Agency Series A Brighter Choice Charter School (Educational Facilities Revenue), 4.55%, Due 4/1/2015

         1,370,000    1,329,558    1,370,000    1,329,558

Erie County NY Development Agency Global Concepts Charter School Project (Industrial Development Revenue), 6.25%, Due 10/1/2037

   650,000    627,816    950,000    917,577    1,600,000    1,545,393

Erie County NY IDAG City School District Buffalo Project Series A (Other Revenue, First Security Bank LOC), 5.75%, Due 5/1/2028

   1,200,000    1,354,188          1,200,000    1,354,188

Genesee County NY IDA United Memorial Medical Center Project (HFFA Revenue), 4.75%, Due 12/1/2014

   1,190,000    1,130,631    1,775,000    1,686,445    2,965,000    2,817,076

Nassau County NY Comb Sewer Districts Series G (Property Tax Revenue LOC), 5.45%, Due 1/15/2015

         1,000,000    1,119,920    1,000,000    1,119,920

Nassau County NY IDA, 6.88%, Due 7/1/2010

         200,000    210,390    200,000    210,390

New York City NY IDAG Civic Facilities Vaughn College Aeronautics Series A, 5.00%, Due 12/1/2016

         680,000    668,936    680,000    668,936

New York City NY IDAG 2006 Project Samaritan AIDS Services (IDR, Citibank NA LOC), 5.00%, Due 11/1/2024

         425,000    434,482    425,000    434,482


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

New York NY IDA Special Needs Pooled Series A1, 6.88%, Due 7/1/2010

         950,000    965,409    950,000    965,409

New York NY Transitional Finance Authority Future Tax, 5.25%, Due 2/1/2029±

         100,000    105,130    100,000    105,130

New York State Dormitory Authority City University System Series A (Other Revenue LOC), 5.63%, Due 7/1/2016

         1,000,000    1,106,670    1,000,000    1,106,670

New York State Dormitory Authority New York University Hospital Center Series B (Hospital Revenue), 5.63%, Due 7/1/2037

   400,000    387,260    600,000    580,890    1,000,000    968,150

New York State Dormitory Authority Insured Manhattan College Series B (College & University Revenue, Radian Insured), 5.30%, Due 7/1/2037

   1,450,000    1,461,629    2,175,000    2,192,444    3,625,000    3,654,073

Rockland County NY (Property Tax Revenue), 5.50%, Due 10/15/2014

         1,000,000    1,073,640    1,000,000    1,073,640

Rockland County NY (Property Tax Revenue, FGIC Insured), 5.60%, Due 10/15/2015

         1,000,000    1,077,170    1,000,000    1,077,170

Seneca Nation Indians NY Capital Improvements Authority Series A (Other Revenue), 5.25%, Due 12/1/2016††

   1,125,000    1,139,333    2,000,000    2,025,480    3,125,000    3,164,813

Tobacco Settlement Financing Corporation NY Series B1C (Excise Tax Revenue), 5.50%, Due 6/1/2019

   2,700,000    2,889,972          2,700,000    2,889,972

Total New York

      8,990,829       15,494,141       24,484,970

North Carolina - 0.50%

                 

Mooreville Town NC (Lease Revenue), 5.00%, Due 9/1/2032

   1,280,000    1,288,691    2,000,000    2,013,580    3,280,000    3,302,271

Total North Carolina

      1,288,691       2,013,580       3,302,271

North Dakota - 0.42%

                 

North Dakota State Home Mortgage Financing Program Series C (Housing Revenue), 5.95%, Due 7/1/2017

   45,000    45,994          45,000    45,994

North Dakota State Home Mortgage Financing Program Series C (Housing Revenue), 6.10%, Due 7/1/2028

   25,000    25,589          25,000    25,589

North Dakota State Housing Finance Agency (Housing Revenue), 4.70%, Due 7/1/2031

   1,410,000    1,418,629          1,410,000    1,418,629

Three Affiliated Tribes of the Fort Berthold Reservation ND (Recreational Facilities Revenue), 6.30%, Due 11/15/2010

         1,245,000    1,246,083    1,245,000    1,246,083

Total North Dakota

      1,490,212       1,246,083       2,736,295

Ohio - 2.37%

                 

Deerfield Township OH (Tax Allocation Revenue), 5.00%, Due 12/1/2025

   550,000    532,895    850,000    823,565    1,400,000    1,356,460

Johnstown OH Mortgage (Sewer Revenue), 6.00%, Due 12/1/2017

   250,000    252,863          250,000    252,863

Montgomery County OH Chevy Chase Apartments, 4.95%, Due 11/1/2035§±

         3,760,000    3,729,995    3,760,000    3,729,995

Ohio Enterprise Bond Series2-A (Economic Development Revenue), 5.50%, Due 12/1/2019

   1,800,000    1,789,038    2,700,000    2,683,557    4,500,000    4,472,595

Riversouth OH Authority Lazarus Building Redevelopment Series A (Other Revenue), 5.75%, Due 12/1/2027

         1,900,000    1,893,198    1,900,000    1,893,198

Toledo-Lucas County OH Port Authority Town Square at Levis Commons (Other Revenue), 5.40%, Due 11/1/2036

   1,500,000    1,436,535    2,500,000    2,394,225    4,000,000    3,830,760

Total Ohio

      4,011,331       11,524,540       15,535,871

Oklahoma - 1.32%

                 

Chickasaw Nation OK Health Systems (Healthcare Facilities Revenue), 6.00%, Due 12/1/2025††

   500,000    502,755    750,000    754,133    1,250,000    1,256,888

Chickasaw Nation OK Health Systems (Healthcare Facilities Revenue), 6.25%, Due 12/1/2032††

   1,500,000    1,504,605    2,250,000    2,256,908    3,750,000    3,761,513

Comanche County OK Independent School District #4 Geronimo (Educational Facilities Revenue), 6.25%, Due 8/15/2014

   1,079,891    1,184,252    1,921,508    2,107,203    3,001,399    3,291,455

Oklahoma Housing Finance Agency Single Family Revenue Bond, 6.80%, Due 9/1/2026

         335,000    342,095    335,000    342,095

Total Oklahoma

      3,191,612       5,460,339       8,651,951

Oregon - 1.12%

                 

Jackson County OR Series B (Airport Revenue), 5.13%, Due 12/1/2023

   1,285,000    1,303,041    1,925,000    1,952,027    3,210,000    3,255,068

Oregon State Health Housing ECFA Aspen Foundation II Series A (HCFR), 6.13%, Due 4/15/2029(i)

   1,405,000    957,732          1,405,000    957,732

Oregon State Housing & Community Services Department AMT SFMR Program Series B (Housing Revenue), 4.55%, Due 7/1/2027

         1,075,000    1,081,461    1,075,000    1,081,461

Oregon State Housing & Community Services Department Series N (Housing Revenue), 3.90%, Due 7/1/2029

   1,495,000    1,494,821          1,495,000    1,494,821

Oregon State Housing & Community Services Department Series M (Housing Revenue), 6.20%, Due 7/1/2028

   535,000    542,854          535,000    542,854

Total Oregon

      4,298,448       3,033,488       7,331,936


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Pennsylvania - 2.88%

                 

Allegheny County PA IDA Propel Schools Homestead Project Series A, 7.50%, Due 12/15/2029

         2,235,000    2,338,056    2,235,000    2,338,056

Chester County PA Renaissance Academy Project Series A, 5.63%, Due 10/1/2015

         1,520,000    1,523,298    1,520,000    1,523,298

Chester County PA Avon Grove Charter School Project Series A (Industrial Development Revenue), 6.38%, Due 12/15/2037

         2,000,000    1,984,060    2,000,000    1,984,060

Dauphin County PA Hapsco Western PA Hospital Project B (Hospital Revenue, MBIA Insured), 6.25%, Due 7/1/2016

         3,500,000    3,918,880    3,500,000    3,918,880

Delaware Valley PA Regional Financial Authority Local Government Series C, 7.75%, Due 7/1/2027

         925,000    1,287,073    925,000    1,287,073

Harrisburg PA Harrisburg University of Science Series A (College & University Revenue), 5.40%, Due 9/1/2016

   1,250,000    1,261,088    1,750,000    1,765,523    3,000,000    3,026,611

Pennsylvania Housing Finance Agency AMT Series 99A (Housing Revenue), 4.70%, Due 10/1/2017

         300,000    304,107    300,000    304,107

Pennsylvania HEFA Allegheny Delaware Valley Series A (HCFR LOC), 5.70%, Due 11/15/2011

         1,880,000    1,995,582    1,880,000    1,995,582

Philadelphia PA Franklin Towne Charter High Series A (IDR), 5.00%, Due1/1/2017

         585,000    582,069    585,000    582,069

Philadelphia PA First Philadelphia Charter Series A (Other Revenue), 5.85%, Due 8/15/2037

   750,000    736,688    1,250,000    1,227,813    2,000,000    1,964,501

Total Pennsylvania

      1,997,776       16,926,461       18,924,237

Puerto Rico - 1.89%

                 

Children’s Trust Tobacco Settlement Asset-Backed Prerefunded (Excise Tax Revenue), 5.75%, Due 7/1/2010§

   210,000    218,509          210,000    218,509

Children’s Trust Tobacco Settlement Asset-Backed Prerefunded (Other Revenue), 6.00%, Due 7/1/2010§

   300,000    320,475          300,000    320,475

Commonwealth of Puerto Rico (Fuel Sales Tax Revenue LOC), 5.65%, Due 7/1/2015

         1,000,000    1,116,880    1,000,000    1,116,880

Commonwealth of Puerto Rico Series A (Property Tax Revenue), 5.00%, Due 7/1/2018

         4,950,000    5,058,950    4,950,000    5,058,950

Puerto Rico Commonwealth Aqueduct & Sewer Authority (Sewer Revenue), 10.25%, Due 7/1/2009

   5,000    5,263          5,000    5,263

Puerto Rico Public Buildings Authority Government Facilities Series M (Lease Revenue, US Government Guaranteed), 6.25%, Due 7/1/2031

   1,600,000    1,814,592    2,500,000    2,835,300    4,100,000    4,649,892

Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Authority Ana G. Mendez University, 5.00%, Due 2/1/2010

         1,015,000    1,024,145    1,015,000    1,024,145

Total Puerto Rico

      2,358,839       10,035,275       12,394,114

South Carolina - 4.51%

                 

Charleston Educational Excellence Financing Corporation SC Charleston County School District Project (Lease Revenue), 5.00%, Due 12/1/2018

         2,375,000    2,493,774    2,375,000    2,493,774

Connector 2000 Association Incorporated Capital Appreciation Series B, 8.10%, Due 1/1/2027^

         5,000,000    1,106,050    5,000,000    1,106,050

Connector 2000 Association Incorporated Capital Appreciation Series B, 8.00%, Due 1/1/2028^

         400,000    83,316    400,000    83,316

Connector 2000 Association Incorporated Capital Appreciation Series B, 7.80%, Due 1/1/2032^

         10,350,000    1,649,687    10,350,000    1,649,687

Connector 2000 Association Incorporated SC Capital Appreciation Series B (Toll Road Revenue), 7.70%, Due 1/1/2034^

   7,800,000    1,093,872          7,800,000    1,093,872

Connector 2000 Association Incorporated SC Capital Appreciation Series B (Toll Road Revenue), 7.45%, Due 1/1/2038^

   1,850,000    206,146    2,500,000    278,575    4,350,000    484,721

Greenville County SC School District Installment Purchase Building Equity Sooner (Other Revenue), 5.50%, Due 12/1/2016

   700,000    784,203          700,000    784,203

Greenville County SC School District Building Equity Sooner (Other Revenue, Assured Guaranty), 4.63%, Due 12/1/2020

   1,780,000    1,844,863    2,900,000    3,005,676    4,680,000    4,850,539

Kershaw County SC Public Schools District Project (Lease Revenue, CIFG Insured), 5.00%, Due 12/1/2020

         1,495,000    1,562,753    1,495,000    1,562,753

Lee County SC School Facilites Incorporated Series 2006 (Lease Revenue, Radian Insured), 6.00%, Due 12/1/2031

   1,000,000    1,054,980    2,400,000    2,531,952    3,400,000    3,586,932

SCAGO Educational Facilities Corporation for School Project (Lease Revenue, Guarantee Agreement), 5.00%, Due 12/1/2015

   750,000    816,465          750,000    816,465

South Carolina Educational Facilities Authority for Private Nonprofit Institutions Furman University Project (College & University Revenue, AMBAC Insured), 5.50%, Due 10/1/2030

         3,540,000    3,724,399    3,540,000    3,724,399

South Carolina State Ports Authority, 7.80%, Due 7/1/2009#

         1,658,800    1,679,187    1,658,800    1,679,187


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Three Rivers Solid Waste Authority South Carolina Captial Appreciation-Landfill Gas Project (Solid Waste Revenue), 5.51%, Due 10/1/2029^

         1,835,000    562,611    1,835,000    562,611

Three Rivers SC Solid Waste Authority Capital Appreciation Landfill Gas Project (Solid Waste Revenue), 5.48%, Due 10/1/2030^

   1,835,000    536,389          1,835,000    536,389

Three Rivers SC Solid Waste Authority Capital Appreciation Landfill Gas Project (Solid Waste Revenue), 5.47%, Du 10/1/2031^

   1,835,000    509,341          1,835,000    509,341

Three Rivers Solid Waste Authority South Carolina Captial Appreciation-Landfill Gas Project (Solid Waste Revenue), 5.49%, Due 10/1/2032^

         1,835,000    480,843    1,835,000    480,843

Tobacco Settlement Revenue Management Authority SC Series B (Other Revenue), 6.00%, Due 5/15/2022

   3,500,000    3,569,090          3,500,000    3,569,090

Total South Carolina

      10,415,349       19,158,823       29,574,172

South Dakota - 1.19%

                 

Lower Brule Sioux Tribe SD Series B Refunding Bond, 5.50%, Due 5/1/2019

         2,000,000    1,887,820    2,000,000    1,887,820

Lower Brule Sioux Tribe SD Series B, 5.60%, Due 5/1/2020

   1,440,000    1,355,486          1,440,000    1,355,486

Sisseton-Wahpeton SD Sioux Tribe Lake Traverse Reservation, 7.00%, Due 11/1/2013(i)

         440,000    453,138    440,000    453,138

Sisseton-Wahpeton SD Sioux Tribe Lake Traverse Reservation, 7.00%, Due 11/1/2023(i)

         1,290,000    1,315,297    1,290,000    1,315,297

South Dakota EDFA Pooled Loan Program Midstates Print Series A, 5.50%, Due 4/1/2018

         685,000    703,016    685,000    703,016

South Dakota EDFA Pooled Loan Program Angus Incorporated Project Series A, 4.75%, Due 4/1/2010

         275,000    278,729    275,000    278,729

South Dakota EDFA Pooled Loan Program Angus Incorporated Project Series A, 5.00%, Due 4/1/2011

         285,000    291,666    285,000    291,666

South Dakota EDFA Pooled Loan Program Angus Incorporated Project Series A, 5.25%, Due 4/1/2012

         300,000    310,119    300,000    310,119

South Dakota EDFA Pooled Loan Program Angus Incorporated Project Series A, 5.25%, Due 4/1/2013

         320,000    332,451    320,000    332,451

South Dakota EDFA Pooled Loan Program McEleeg Project Series B, 5.00%, Due 4/1/2014

         420,000    418,853    420,000    418,853

South Dakota Housing Development Authority Series B (Housing Revenue), 4.75%, Due 5/1/2025

   480,000    481,286          480,000    481,286

Total South Dakota

      1,836,772       5,991,089       7,827,861

Tennessee - 0.51%

                 

Memphis TN Health Educational & Housing Facility Board Prescott Place Apartments Project, 5.13%, Due 5/1/2038§±

         1,075,000    1,070,496    1,075,000    1,070,496

Shelby County TN Health Educational & Housing Facilities Board Methodist Prerefunded (HCFR), 6.50%, Due 9/1/2021§

   750,000    854,715          750,000    854,715

Shelby County TN Health Educational & Housing Facilities Board Methodist Refunded (HCFR), 6.50%, Due 9/1/2021

   1,250,000    1,424,525          1,250,000    1,424,525

Total Tennessee

      2,279,240       1,070,496       3,349,736

Texas - 5.01%

                 

Aransas County TX Naval District #1 (Property Tax Revenue, AMBAC Insured), 4.50%, Due 2/15/2020

         340,000    338,412    340,000    338,412

Arlington TX Special Obligation Dallas Cowboys Series A (Sales Tax Revenue, MBIA Insured), 5.00%, Due 8/15/2034

   3,000,000    3,124,140    5,500,000    5,727,590    8,500,000    8,851,730

Austin TX Convention Enterprises Incorporated Convention Center First Tier Series B (Other Revenue), 6.00%, Due 1/1/2009

         200,000    201,928    200,000    201,928

Austin TX Convention Enterprises Incorporated Convention Center First Tier Series B (Other Revenue), 6.00%, Due 1/1/2010

         475,000    483,754    475,000    483,754

Bexar County TX Revenue Project (Other Revenue, MBIA Insured), 5.75%, Due 8/15/2022

   2,110,000    2,211,343          2,110,000    2,211,343

Carroll TX Independent School District (Property Tax Revenue, Permanent School Fund Guaranteed), 6.75%, Due 8/15/2020

   325,000    409,923          325,000    409,923

Dallas Fort Worth TX International Airport Facilities Improvement Corporation Series A (Airport Revenue, FGIC Insured), 5.63%, Due 11/1/2021

         5,000,000    5,195,700    5,000,000    5,195,700

Galveston TX Property Finance Authority Series A (Housing Revenue), 8.50%, Du ee 9/1/2011

   30,000    29,311          30,000    29,311

Garza County TX Public Facilities Corporation, 5.25%, Due 10/1/2016

         1,200,000    1,181,724    1,200,000    1,181,724

Garza County TX Public Facilities Corporation, 5.25%, Due 10/1/2017

         755,000    740,278    755,000    740,278


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Garza County TX Public Facilities Corporation (Lease Revenue), 5.50%, Due 10/1/2019

   1,400,000    1,385,566          1,400,000    1,385,566

Garza County TX Public Facility Corporation (Lease Revenue), 5.75%, Due 10/1/2025

         2,000,000    1,943,520    2,000,000    1,943,520

Longview TX Water & Sewer (Water & Sewer Revenue, MBIA Insured), 5.25%, Due 3/1/2022

   310,000    331,530          310,000    331,530

Lufkin TX Health Facilities Development Corporation Memorial Health Systems of East Texas (HFFA Revenue), 5.00%, Due 2/15/2008

   315,000    315,627          315,000    315,627

Parmer County Hospital District (HCFR), 5.50%, Due 2/15/2027

   340,000    341,343          340,000    341,343

Texarkana TX Health Facilities Development Corporation Wadley Regional Medical Center Series B (HCFR, MBIA Insured), 6.00%, Due 10/1/2017

   160,000    185,797          160,000    185,797

Texas Municipal Gas Acquisition & Supply Corporation Series C (Other Revenue), 4.79%, Due 12/15/2026§±

   1,250,000    1,127,813          1,250,000    1,127,813

Texas Municipal Gas Acquisition & Supply Corporation Series C (Other Revenue), 5.27%, Due 12/15/2026±

         1,900,000    1,714,275    1,900,000    1,714,275

Texas State PFA Charter School Finance Corporation Kipp Incorporated Education Series A (Private School Revenue, ACA Insured), 4.65%, Due 2/15/2019

   435,000    400,561          435,000    400,561

Texas State PFA Charter School Finance Corporation Kipp Incorporated Series A (Private School Revenue, ACA Insured), 4.70%, Due 2/15/2020

         530,000    484,987    530,000    484,987

Texas State PFA Cosmos Foundation Series A (Other Revenue), 5.00%, Due 2/15/2018

   925,000    873,616    1,385,000    1,308,063    2,310,000    2,181,679

Texas State PFA Charter School Finance Corporation Uplift Education Series A (Other Revenue), 5.75%, Due 12/1/2027

   520,000    516,318    870,000    863,840    1,390,000    1,380,158

Texas State PFA Charter School Finance Corporation Uplift Education Series A (Other Revenue), 5.88%, Due 12/1/2036

   330,000    327,033    550,000    545,056    880,000    872,089

Texas Housing Authority Student Series B (College & University Revenue), 6.75%, Due1/1/2033††

   2,365,000    521,814          2,365,000    521,814

Total Texas

      12,101,735       20,729,127       32,830,862

Utah - 1.34%

                 

Utah County UT Charter School Ronald Wilson Reagan-Series A (Private School Revenue), 5.75%, Due 2/15/2022

         1,000,000    986,620    1,000,000    986,620

Utah State Building Ownership Authority State Facilities Series C (Lease Revenue, First Security Bank LOC), 5.50%, Due 5/15/2019

   250,000    280,198          250,000    280,198

Utah State Building Ownership Authority State Facilities Series B (Lease Revenue), 5.25%, Due 5/15/2024

   2,500,000    2,632,025          2,500,000    2,632,025

Utah State Charter School Finance Authority Channing Hall Series A (Educational Facilities Revenue), 6.00%, Due 7/15/2037††

         700,000    678,811    700,000    678,811

Utah State Charter School Finance Authority Summit Academy Series A (Educational Facilities Revenue), 5.80%, Due 6/15/2038

         2,250,000    2,191,005    2,250,000    2,191,005

West Valley City UT Monticello Academy (Educational Facilities Revenue), 6.38%, Due 6/1/2037

   800,000    803,696    1,200,000    1,205,544    2,000,000    2,009,240

Total Utah

      3,715,919       5,061,980       8,777,899

Virginia - 2.52%

                 

Marquis Community Development Authority VA (Other Revenue), 5.63%, Due 9/1/2018

         1,855,000    1,842,367    1,855,000    1,842,367

Reynolds Crossing Community Development Authority Reynolds Crossing Project (Special Tax Revenue), 5.10%, Due 3/1/2021

         1,894,000    1,750,586    1,894,000    1,750,586

Tobacco Settlement Financing Corporation Asset-Backed (Excise Tax Revenue), 5.50%, Due 6/1/2026

         8,760,000    9,704,766    8,760,000    9,704,766

Watkins Centre Community Development Authority VA (Other Revenue), 5.40%, Due 3/1/2020

         1,150,000    1,109,175    1,150,000    1,109,175

White Oak Village VA Shops Community Development Authority (Special Tax Revenue), 5.30%, Due 3/1/2017

   250,000    243,613    1,950,000    1,900,178    2,200,000    2,143,791

Total Virginia

      243,613       16,307,072       16,550,685

Washington - 4.72%

                 

Clark County WA School District #98 Prerefunded (Property Tax Revenue, MBIA Insured), 6.15%, Due 12/1/2015§

   500,000    541,910          500,000    541,910

King County WA Housing Authority Egis Housing Program (Housing Revenue, First Security Bank LOC), 5.00%, Due 12/1/2018

   750,000    770,955          750,000    770,955

Okanogan County WA Irrigation District, 4.75%, Due 12/1/2013

         1,200,000    1,226,820    1,200,000    1,226,820


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value (Note 2)    Shares or
Principal
Amount
   Value (Note 2)    Shares or
Principal
Amount
   Value (Note 2)

Quinault WA Indian Nation Refunded Quinault Beach Series A (Other Revenue, ACA Insured), 5.80%, Due 12/1/2015

         205,000    202,306    205,000    202,306

Seattle WA Series B Prerefunded (Water Revenue, FGIC Insured), 6.00%, Due 7/1/2029§

   500,000    526,545          500,000    526,545

Tobacco Settlement Authority WA Tobacco Settlement Revenue Asset-Backed, 5.50%, Due 6/1/2012

   590,000    613,612          590,000    613,612

Tobacco Settlement Authority WA Tobacco Settlement Revenue Asset-Backed, 6.50%, Due 6/1/2026

   4,210,000    4,347,036    4,940,000    5,100,797    9,150,000    9,447,833

Washington State Housing Finance Commission Crista Ministries Project A, 5.35%, Due 7/1/2014

         615,000    618,727    615,000    618,727

Washington State HCFR Kadlec Medical Center Series A (Hospital Revenue, Guarantee Agreement), 5.00%, Due 12/1/2030

         785,000    794,546    785,000    794,546

Washington State Health Care Facilities Authority Series B (Healthcare Facilities Revenue, MBIA Insured), 5.00%, Due 2/15/2027

   1,360,000    1,372,335    2,125,000    2,144,274    3,485,000    3,516,609

Washington State Health Care Facilities Authority Series C (Health Facilities Financing Authority Revenue, Radian Insured), 5.38%, Due 8/15/2028

   1,220,000    1,236,848    1,900,000    1,926,239    3,120,000    3,163,087

Washington State Health Care Facilities Authority Series C (Health Facilities Financing Authority Revenue, Radian Insured), 5.50%, Due 8/15/2036

   1,600,000    1,626,192    2,500,000    2,540,925    4,100,000    4,167,117

Washington State Health Care Facilities Authority VA Mason Medical Series A (Health Facilities Financing Authority Revenue), 6.13%, Due 8/15/2037

   2,500,000    2,441,400    3,000,000    2,929,680    5,500,000    5,371,080

Total Washington

      13,476,833       17,484,314       30,961,147

West Virginia - 0.33%

                 

Berkley County WV Public Sewer Berkley County Referendum (Sewer Revenue), 5.00%, Due 10/1/2022

   500,000    487,235    500,000    487,235    1,000,000    974,470

Ohio County WV Commission Sewage System Fort Henry Centre Financing District Series A (Tax Incremental Revenue), 5.85&, Due 06/01/2034

         600,000    576,606    600,000    576,606

Ohio County WV Fort Henry Center Financing District Series A, 5.00%, Due 6/1/2015

   400,000    384,404    215,000    211,205    615,000    595,609

Total West Virginia

      871,639       1,275,046       2,146,685

Wisconsin - 3.91%

                 

Badger Tobacco Asset Securitization Corporation WI (Excise Tax Revenue), 5.75%, Due 6/1/2012

         380,000    399,441    380,000    399,441

Badger WI Tobacco Asset Securitization Corporation Asset-Backed, 6.00%, Due 6/1/2017

   3,235,000    3,286,081    8,250,000    8,380,268    11,485,000    11,666,349

Badger WI Tobacco Asset Securitization Corporation Asset-Backed (Other Revenue), 6.13%, Due 6/1/2027

         2,995,000    3,098,140    2,995,000    3,098,140

Milwaukee WI RDA Revenue Science Education Consortium Project Series A, 5.75%, Due 8/1/2035

         1,200,000    1,162,860    1,200,000    1,162,860

Oshkosh WI Don Evans Incorporated Project, 5.35%, Due 12/1/2010

         520,000    522,168    520,000    522,168

Oshkosh WI Don Evans Incorporated Project, 5.50%, Due 12/1/2011

         390,000    392,530    390,000    392,530

Southeast Wisconsin Professional Baseball Park District Series A (Sales Tax Revenue, MBIA Insured), 5.50%, Due 12/15/2017

         250,000    285,173    250,000    285,173

Waukesha County WI Housing Authority The Arboretum Project, 5.00%, Due 12/1/2027§±

         3,050,000    2,964,082    3,050,000    2,964,082

Wisconsin Housing & Economic Development Authority Series D (Housing Revenue, GO of Authority), 5.05%, Due 11/1/2035

   2,035,000    1,969,867          2,035,000    1,969,867

Wisconsin Housing & Economic Development Authority Series E, 4.90%, Due 11/1/2035

         3,030,000    3,071,178    3,030,000    3,071,178

Wisconsin Housing & Economic Development Authority Series E (Housing Revenue, AMBAC Insured), 4.90%, Due 11/1/2035

         125,000    126,931    125,000    126,931

Total Wisconsin

      5,255,948       20,402,771       25,658,719

Wyoming - 1.00%

                 

Evansville WY Polypipe Incorporated Project (IDR, JPMorgan Chase Bank LOC), 4.65%, Due 12/1/2016

   3,000,000    3,025,620    3,500,000    3,529,890    6,500,000    6,555,510

Total Wyoming

      3,025,620       3,529,890       6,555,510
                             

Total Municipal Bonds (Cost $243,154,180, $394,548,443 and $637,702,623, respectively)

      245,197,801       392,301,852       637,499,653
                             

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Tax-Free Fund    Municipal Bond Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Short-Term Investments (a) 1.92%

                 

Mutual Funds

                 

Wells Fargo Advantage National Tax-Free Money Market Trust~‡

   8,372,754      8,372,754    4,208,504      4,208,504    12,581,258      12,581,258
                                   

Total Short-Term Investments (Cost $8,372,754, $4,208,504 and $12,581,258, respectively)

        8,372,754         4,208,504         12,581,258
                                   

Total Investments in Securities (Cost $251,526,934, $398,756,947 and $650,283,881, respectively) 99.10%*

        253,570,555         396,510,356         650,080,911

Other Assets and Liabilities, Net - 0.90%

        3,657,350         2,216,116         5,873,466
                                   

Net Assets 100.0%

      $ 257,227,905       $ 398,726,472       $ 655,954,377
                                   

 

§ These securities are subject to a demand feature which reduces the effective maturity.
± Variable rate investments.
^ Zero coupon bond. Interest rate presented is yield to maturity.
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
(i) Illiquid security.
# Security pledged as collateral for futures transactions. (See Note 2)
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The Fund does not pay an investment advisory fee for such investments.
Security of an affiliate of the Fund with a cost of $12,581,258
* Cost for federal income tax purposes is substantially the same as for financial reporting purposes.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National
Tax-Free Fund
    Municipal
Bond Fund
    Proforma
Adjustments
    Proforma
Combined
 

Assets

        

Investments

        

In securities, at market value

   $ 245,197,801     $ 392,301,852       $ 637,499,653  

Investments in affiliates

     8,372,754       4,208,504         12,581,258  
                                

Total investments at market value (see cost below)

     253,570,555       396,510,356       —         650,080,911  
                                

Cash

     50,000       —           50,000  

Receivable for Fund shares issued

     1,938,331       222,629         2,160,960  

Receivables for dividends and interest

     2,848,923       4,212,643         7,061,566  
                                

Total assets

     258,407,809       400,945,628       —         659,353,437  
                                

Liabilities

        

Payable for daily variation margin on futures contracts

     17,188       73,125         90,313  

Payable for Fund shares redeemed

     502       28,911         29,413  

Payable for investments purchased

     —         201,411         201,411  

Dividends payable

     953,885       1,489,262         2,443,147  

Payable to investment advisor and affiliates

     100,171       165,045         265,216  

Payable for interest rate swaps/spread locks

     44,105       68,803         112,908  

Accrued expenses and other liabilities

     64,053       192,599         256,652  
                                

Total liabilities

     1,179,904       2,219,156       —         3,399,060  
                                

Total net assets

   $ 257,227,905     $ 398,726,472     $ —       $ 655,954,377  
                                

NET ASSETS CONSIST OF

        

Paid-in capital

   $ 258,665,598     $ 402,192,853       $ 660,858,451  

Undistributed net investment income (loss)

     844,765       (57,589 )       787,176  

Undistributed net realized gain (loss) on investments

     (4,247,551 )     (1,003,035 )       (5,250,586 )

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     2,043,621       (2,246,591 )       (202,970 )

Net unrealized appreciation (depreciation) of futures

     (34,423 )     (90,363 )       (124,786 )

Net unrealized appreciation (depreciation) of options, swap agreements, and short sales

     (44,105 )     (68,803 )       (112,908 )
                                

Total net assets

   $ 257,227,905     $ 398,726,472     $ —       $ 655,954,377  
                                

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

        

Net assets – Class A

   $ 93,030,229     $ 123,692,639       $ 216,722,868  

Shares outstanding – Class A

     9,044,236       13,081,330       783,828 3     22,909,394  

Net asset value per share – Class A

   $ 10.29     $ 9.46       $ 9.46  

Maximum offering price per share – Class A2

   $ 10.77     $ 9.91       $ 9.91  

Net assets – Class B

   $ 10,735,501     $ 7,366,082       $ 18,101,583  

Shares outstanding – Class B

     1,043,523       778,980       90,984 4     1,913,487  

Net asset value and offering price per share – Class B

   $ 10.29     $ 9.46       $ 9.46  

Net assets – Class C

   $ 6,816,273     $ 1,955,754       $ 8,772,027  

Shares outstanding – Class C

     662,843       206,887       58,527 5     928,257  

Net asset value and offering price per share – Class C

   $ 10.28     $ 9.45       $ 9.45  

Net assets – Administrator Class

   $ 146,645,902     $ 15,750,745       $ 162,396,647  

Shares outstanding – Administrator Class

     14,254,848       1,666,348       1,263,634 6     17,184,830  

Net asset value and offering price per share – Administrator Class

   $ 10.29     $ 9.45       $ 9.45  

Net assets – Investor Class

     NA     $ 249,961,252       $ 249,961,252  

Shares outstanding – Investor Class

     NA       26,442,983         26,442,983  

Net asset value and offering price per share – Investor Class

     NA     $ 9.45       $ 9.45  
                                

Investments at cost

   $ 251,526,934     $ 398,756,947     $ —       $ 650,283,881  
                                

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/95.50 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Class A shares of National Tax-Free Fund are exchanged for A shares of Municipal Bond Fund in an amount equal to the total value of the National Tax-Free Fund A shares divided by the current per share value of the Municipal Bond Fund A shares.

4

Class B shares of National Tax-Free Fund are exchanged for B shares of Municipal Bond Fund in an amount equal to the total value of the National Tax-Free Fund B shares divided by the current per share value of the Municipal Bond Fund B shares.

5

Class C shares of National Tax-Free Fund are exchanged for C shares of Municipal Bond Fund in an amount equal to the total value of the National Tax-Free Fund C shares divided by the current per share value of the Municipal Bond Fund C shares.

6

Administrator Class shares (“Adm shares”) of National Tax-Free Fund are exchanged for Adm shares of Municipal Bond Fund in an amount equal to the total value of the National Tax-Free Fund Adm shares divided by the current per share value of the Municipal Bond Fund Adm shares.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Operations - For the Twelve Months Ended December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National
Tax-Free Fund
    Municipal
Bond Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Dividends

   $ 9,672     $ —         $ 9,672  

Interest

     12,920,414       19,354,482         32,274,896  

Income from affiliated securities

     281,311       382,915         664,226  
                                

Total investment income

     13,211,397       19,737,397       —         32,948,794  
                                

Expenses

        

Advisory fees

     1,058,388       1,564,576       (68,468 )1     2,554,496  

Administration fees

        

Fund Level

     132,298       195,572         327,870  

Class A

     253,857       357,355         611,212  

Class B

     38,313       24,447         62,760  

Class C

     19,131       5,866         24,997  

Administrator Class

     153,418       16,133         169,551  

Investor Class

     —         1,043,320         1,043,320  

Custody fees

     52,920       78,229         131,149  

Shareholder servicing fees

     661,494       967,086         1,628,580  

Accounting fees

     33,025       63,612       10,031 1     106,668  

Distribution fees

        

Class B

     102,621       65,483         168,104  

Class C

     51,242       15,714         66,956  

Professional fees

     27,224       26,370       (9,376 )2     44,218  

Registration fees

     42,807       45,487       (12,019 )2     76,275  

Shareholder reports

     34,406       56,865       (22,818 )2     68,453  

Trustees’ fees

     9,133       9,133       (2,951 )2     15,315  

Other fees and expenses

     6,302       8,424       (600 )2     14,126  
                                

Total expenses

     2,676,579       4,543,672       (106,201 )     7,114,050  
                                

Less

        

Waived fees and reimbursed expenses

     (656,923 )     (1,312,418 )     (106,953 )     (2,076,294 )

Net expenses

     2,019,656       3,231,254       (213,154 )     5,037,756  
                                

Net investment income (loss)

     11,191,741       16,506,143       213,154       27,911,038  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     1,533,031       5,760,986         7,294,017  

Futures transactions

     396,758       1,072,415         1,469,173  

Options, swap agreements and short sale transactions

     (141,106 )     (79,123 )       (220,229 )
                                

Net realized gain (loss) from Investments

     1,788,683       6,754,278       —         8,542,961  
                                

Net change in unrealized appreciation (depreciation) of

        

Securities, foreign currencies and foreign currency translation

     (6,579,550 )     (15,047,208 )       (21,626,758 )

Futures transactions

     (219,951 )     (90,363 )       (310,314 )

Options, swap agreements and short sale transactions

     (44,105 )     (68,803 )       (112,908 )
                                

Net change in unrealized appreciation (depreciation) of investments

     (6,843,606 )     (15,206,374 )     —         (22,049,980 )
                                

Net realized and unrealized gain (loss) on investments

     (5,054,923 )     (8,452,096 )     —         (13,507,019 )
                                

Net increase (decrease) in net assets resulting from operations

   $ 6,136,818     $ 8,054,047     $ 213,154     $ 14,404,019  
                                

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Municipal Bonds and Notes - 98.86%

                 

Alabama - 0.95%

                 

Lake Martin AL Area IDA (IDR) , 4.50%, Due 2/1/2010

         3,945,000    $ 3,959,202    3,945,000    $ 3,959,202

Wedowee Chimney Cove AL Improvement District Chimney Cove Project (Other Revenue) , 5.00%, Due 7/1/2037§±

         3,350,000      3,340,654    3,350,000      3,340,654

Total Alabama

        —           7,299,856         7,299,856

Alaska - 0.42%

                 

Alaska Energy Authority (Electric Revenue, First Security Bank LOC) , 7.00%, Due 7/1/2009

   380,000    $ 393,167          380,000      393,167

Alaska Industrial Development & Export Authority (Utilities Revenue LOC) , 6.00%, Due 1/1/2015

         460,000      473,717    460,000      473,717

Northern Tobacco Securitization Corporation AK Tobacco Settlement Revenue Asset-Backed Prerefunded (Excise Tax Revenue) , 6.20%, Due 6/1/2022§

   916,000      958,218    769,000      804,443    1,685,000      1,762,661

Northern Tobacco Securitization Corporation AK Tobacco Settlement Revenue Asset-Backed Prerefunded (Excise Tax Revenue) , 6.50%, Due 6/1/2031§

         550,000      592,004    550,000      592,004

Total Alaska

        1,351,385         1,870,164         3,221,549

Arizona - 3.58%

                 

Arizona Educational Loan Marketing Corporation Junior Subordinate Series , 6.30%, Due 12/1/2008

         2,150,000      2,160,256    2,150,000      2,160,256

Arizona Health Facilities Authority Phoenix Children’s Hospital Series B (Hospital Revenue) , 4.27%, Due 2/1/2042§±

   1,275,000      1,259,063    9,900,000      9,776,250    11,175,000      11,035,313

Estrella Mountain AZ Ranch Community Facilities District (Property Tax Revenue) , 4.50%, Due 7/15/2009

         265,000      265,034    265,000      265,034

Estrella Mountain AZ Ranch Community Facilities District (Property Tax Revenue) , 4.70%, Due 7/15/2010

         180,000      180,167    180,000      180,167

Estrella Mountain AZ Ranch Community Facilities District (Property Tax Revenue) , 4.85%, Due 7/15/2011

         185,000      185,198    185,000      185,198

Estrella Mountain AZ Ranch Community Facilities District (Property Tax Revenue) , 5.00%, Due 7/15/2012

         100,000      100,078    100,000      100,078

Gilbert AZ Water Reserve Municipal Property Corporation Sub Lien (Water Revenue) , 4.75%, Due 10/1/2032

   850,000      873,996    3,350,000      3,444,571    4,200,000      4,318,567

Pima County AZ Industrial Development Authority Global Water Research Llc Project (Water Revenue) , 5.50%, Due 12/1/2013

         1,635,000      1,616,835    1,635,000      1,616,835

Quail Creek Community Facilities Distribution AZ (Other Revenue) , 4.85%, Due 7/15/2012

   690,000      679,892          690,000      679,892

Verrado AZ Community Facilities District #1 (Other Revenue) , 4.85%, Due 7/15/2014

   675,000      668,061    1,500,000      1,484,580    2,175,000      2,152,641

White Mountain AZ Apache Tribe Fort Apache Indian Reservation Fort Apache Timber Equipment Lease , 6.25%, Due 3/4/2012(i)

         2,398,500      2,412,651    2,398,500      2,412,651

Yavapai County AZ Industrial Development Authority Waste Management Incorporated Project Series A-2 (Other Revenue) , 4.45%, Due 3/1/2028§±

         2,290,000      2,290,183    2,290,000      2,290,183

Total Arizona

        3,481,012         23,915,803         27,396,815

Arkansas - 0.35%

                 

Arkansas State Development Financial Authority Public Health Laboratory (HCFR, AMBAC Insured) , 3.90%, Due 12/1/2024

   540,000      539,390          540,000      539,390

Fayetteville AR (Sales Tax Revenue, First Security Bank LOC) , 4.125%, Due 11/1/2026

   500,000      499,575          500,000      499,575

Garland County AR Facilities Board , 4.20%, Due 10/1/2009

         500,000      493,345    500,000      493,345

Garland County AR Facilities Board , 4.30%, Due 10/1/2010

         495,000      486,293    495,000      486,293

Garland County AR Facilities Board , 4.40%, Due 10/1/2011

         165,000      161,586    165,000      161,586

Garland County AR Facilities Board , 4.50%, Due 10/1/2012

         505,000      493,572    505,000      493,572

Total Arkansas

        1,038,965         1,634,796         2,673,761

California - 10.61%

                 

ABAG Finance Authority for Nonprofit Corporations San Diego CA Hospital Association Series C , 4.00%, Due 3/1/2008

         105,000      105,033    105,000      105,033

California Rural Home Mortgage Finance Authority Mortgage-Backed Program Series C Puttable (Housing Revenue, GNMA Insured) , 4.10%, Due 8/1/2039§

         2,500,000      2,524,725    2,500,000      2,524,725


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

California Rural Home Mortgage Finance Authority Mortgage-Backed Securities Program Series E (Housing Revenue, GNMA) , 4.35%, Due 2/1/2024

         1,630,000    1,653,619    1,630,000    1,653,619

California Rural Home Mortgage Finance Authority Mortgage-Backed Securities Series D (Other Revenue, GNMA) , 4.30%, Due 8/1/2024

         2,500,000    2,545,400    2,500,000    2,545,400

California Statewide CDA Eskaton Properties Incorporated (HCFR LOC) , 2.50%, Due 5/15/2029§±

         500,000    500,000    500,000    500,000

California Statewide CDA Eskaton Properties Incorporated Convertible (HCFR LOC) , 2.50%, Due 5/15/2029§±

         4,950,000    4,950,000    4,950,000    4,950,000

California Statewide CDA International School Peninsula Project (GO - States, Territories) , 4.60%, Due 11/1/2013

   435,000    426,478    595,000    583,344    1,030,000    1,009,822

California Statewide CDA Retirement Housing Foundation , 5.50%, Due 12/1/2028§±

         4,400,000    4,400,000    4,400,000    4,400,000

Dinuba CA Redevelopment Agency Merged City Redevelopment Project #2 (Other Revenue) , 4.45%, Due 10/1/2011

         3,300,000    3,304,719    3,300,000    3,304,719

Foothill CA Eastern Transportation Corridor Agency (Toll Road Revenue) , 5.25%, Due 7/15/2010

   500,000    496,330    3,400,000    3,375,044    3,900,000    3,871,374

Golden State Tobacco Securitization Corporation CA Series 2003 A1 Prerefunded (Excise Tax Revenue) , 6.25%, Due 6/1/2033§

   3,095,000    3,391,192    41,530,000    45,504,421    44,625,000    48,895,613

Monrovia CA Redevelopment Agency Century Redevelopment Project Area #1 (Tax Incremental Revenue) , 4.40%, Due 6/1/2012

   500,000    495,950    2,500,000    2,479,750    3,000,000    2,975,700

Oxnard CA Harbor District (Airport Revenue, ACA Insured) , 5.65%, Due 8/1/2014

         1,520,000    1,530,883    1,520,000    1,530,883

Santa Rosa CA Rancheria Tachi Yokut Tribe Enterprise (Other Revenue) , 4.50%, Due 3/1/2011

         2,075,000    2,069,439    2,075,000    2,069,439

Santa Rosa CA Rancheria Tachi Yokut Tribe Enterprise (Other Revenue) , 5.50%, Due 3/1/2008

         850,000    850,604    850,000    850,604

Total California

      4,809,950       76,376,981       81,186,931

Colorado - 2.47%

                 

Aurora CO Woodridge Apartments Project MFHR , 4.25%, Due 12/20/2040§±

   1,500,000    1,498,710    12,750,000    12,739,035    14,250,000    14,237,745

Colorado ECFA Charter School Renaissance School Project (Lease Revenue) , 5.85%, Due 6/1/2008

   55,000    54,897          55,000    54,897

Colorado ECFA Denver Academy Series A , 5.00%, Due 5/1/2008

         395,000    394,700    395,000    394,700

Colorado ECFA Pinnacle Charter School Project (Lease Revenue) , 5.25%, Due 12/1/2011

   430,000    449,290          430,000    449,290

Colorado Health Facilities Evangelical Unrefunded (HFFA) , 6.25%, Due 12/1/2010

   70,000    73,381          70,000    73,381

Colorado Health Facilities Health Evangelical Prerefunded(HFFA) , 6.25%, Due 12/1/2010§

   280,000    294,445          280,000    294,445

Colorado Hospital Steamboat Springs Health (HCFR) , 5.3%, Due 9/15/2009

   215,000    218,115          215,000    218,115

Denver City & County CO (Housing Revenue) , 7.00%, Due 8/1/2010

   530,000    563,236          530,000    563,236

Eagle County CO Airport Terminal Project Series A (Airport Revenue) , 5.00%, Due 5/1/2011

   780,000    773,464    750,000    743,715    1,530,000    1,517,179

Meridian Metropolitan District CO Series A (Property Tax Revenue, Radian Insured) , 5.375%, Due 12/1/2013

   1,115,000    1,151,249          1,115,000    1,151,249

Total Colorado

      5,076,787       13,877,450       18,954,237

Connecticut - 1.07%

                 

Connecticut State Health & Educational Facility Authority Hospital For Special Care Series D (Educational Facilities Revenue, Radian Insured) , 4.15%, Due 7/1/1937§±

   750,000    750,000    4,750,000    4,750,000    5,500,000    5,500,000

Connecticut State HEFA New Opportunities for Waterbury Series A (Lease Revenue LOC) , 6.75%, Due 7/1/2013

         815,000    826,011    815,000    826,011

Mashantucket Western Pequot Tribe CT Subseries B (Special Tax Revenue) , 3.94%, Due 9/1/2009^

         2,000,000    1,874,080    2,000,000    1,874,080

Total Connecticut

      750,000       7,450,091       8,200,091

Delaware - 0.55%

                 

Delaware State Christiana Care Health Services (HCFR, AMBAC Insured) , 5.25%, Due 10/1/2010

         2,660,000    2,795,873    2,660,000    2,795,873

Delaware State Housing Authority Senior Single Family Mortage Series D-1 (Housing Revenue) , 4.625%, Due 1/1/2023

         1,425,000    1,439,321    1,425,000    1,439,321

Total Delaware

      —         4,235,194       4,235,194


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

District of Columbia - 0.23%

                 

District of Columbia Housing Finance Agency Wesley House Apartments Project B (Housing Revenue) , 4.10%, Due 3/1/2009

         1,000,000    1,005,510    1,000,000    1,005,510

District of Columbia Tobacco Settlement Financing Corporation , 5.375%, Due 5/15/2010

         740,000    759,566    740,000    759,566

Total District of Columbia

      —         1,765,076       1,765,076

Florida - 5.25%

                 

Arcadia FL Housing Authority Arcadia Oaks Association Limited Project (Housing Revenue, GIC-Rabobank Nederland LOC) , 4.25%, Due 1/1/2012

         2,800,000    2,796,948    2,800,000    2,796,948

Ave Maria Stewardship Community Development District FL (Other Revenue) , 4.80%, Due 11/1/2012

   400,000    367,784    3,250,000    2,988,245    3,650,000    3,356,029

Boynton Beach FL (Water Revenue, FGIC Insured) , 5.00%, Due 11/1/2012

   630,000    654,835          630,000    654,835

Bradford County FL Sante Fe Healthcare Facilities Project (HCFR) , 6.00%, Due 11/15/2009

   80,000    82,619          80,000    82,619

Brevard County FL HFA Series B (Housing Revenue LOC) , 6.50%, Due 9/1/2022

         133,000    139,032    133,000    139,032

Brevard County FL Retirement Housing Funding (HCFR LOC) , 5.50%, Due 12/1/2028§±

         3,400,000    3,400,000    3,400,000    3,400,000

Broward County FL Health Facilities Authority Catholic Health Services (HCFR, SunTrust Bank LOC) , 5.50%, Due 8/15/2014

   500,000    522,595          500,000    522,595

Charlotte County FL IDA Bond Anticipation Notes (Other Revenue) , 5.75%, Due 10/1/2008

   710,000    706,031    3,370,000    3,351,162    4,080,000    4,057,193

Citizens Property Insurance Corporation FL High Risk Account Series A (Other Revenue, MBIA Insured) , 5.00%, Due 3/1/2012

   1,000,000    1,053,400          1,000,000    1,053,400

Citizens Property Insurance Corporation Florida High Risk Account Series A (Other Revenue, MBIA Insured) , 5.00%, Due 3/1/2011

         1,550,000    1,618,433    1,550,000    1,618,433

Connerton West Community Development District FL Series B (Other Revenue) , 5.125%, Due 5/1/2016

         1,500,000    1,343,775    1,500,000    1,343,775

Escambia County FL HFA Multi County Program Series A1 (SFHR, FHLMC) , 4.15%, Due 10/1/2021

         1,200,000    1,217,244    1,200,000    1,217,244

Escambia County FL HFA Multi County Program Series A2 (Housing Revenue LOC) , 6.95%, Due 4/1/2024

         770,000    798,867    770,000    798,867

Highlands County FL Health Facilities Authority Adventist Health System Series G (HCFR LOC) , 5.00%, Due 11/15/2009

         435,000    444,566    435,000    444,566

Highlands County FL Health Facilities Authority Adventist Health System Series G (HCFR LOC) , 5.00%, Due 11/15/2010

         400,000    411,720    400,000    411,720

Hillsborough County FL (Sewer Revenue) , 6.20%, Due 12/1/2008

   265,000    269,147          265,000    269,147

Jacksonville FL Economic Development Commission Metropolitan Parking Solutions Project (IDR LOC) , 3.625%, Due 10/1/2008

         455,000    450,373    455,000    450,373

Jacksonville FL Economic Development Commission Metropolitan Parking Solutions Project (IDR LOC) , 3.80%, Due 10/1/2009

         5,000    4,893    5,000    4,893

Lee County FL IDA Shell Partnership Alliance Community Project (HCFR) , 5.00%, Due 11/15/2009

         1,000,000    1,007,760    1,000,000    1,007,760

Manatee County FL HFA Single Family Subseries 2 (Housing Revenue LOC) , 6.50%, Due 11/1/2023

         155,000    157,072    155,000    157,072

Miami Dade County FL School Board Series B (Lease Revenue, MBIA Insured) , 5.50%, Due 5/1/2030§±

         2,500,000    2,654,275    2,500,000    2,654,275

Orange County FL Orlando Regional Series B (HCFR, Radian Insured) , 6.74%, Due 10/27/2022§±

         2,800,000    2,800,000    2,800,000    2,800,000

Punta Gorda FL Housing Authority Gulf Breeze Apartments Series B (Housing Revenue) , 4.125%, Due 7/1/2010

         1,700,000    1,709,027    1,700,000    1,709,027

South Broward Hospital District FL Series A (Hospital Revenue, MBIA Insured) , 5.00%, Due 5/1/2011

   1,000,000    1,049,970    1,610,000    1,690,452    2,610,000    2,740,422

St. Johns County FL IDA Health Care Glenmoor St. Johns Project Series A Prerefunded (Nursing Home Revenue) , 8.00%, Due 1/1/2017§

         650,000    713,895    650,000    713,895

Tax Exempt Municipal Infrastructure Trust Certificates FL Series 2004 C Class A , 4.05%, Due 11/1/2008

         1,448,000    1,441,441    1,448,000    1,441,441

Volusia County FL IDA (HCFR LOC, ACA Insured) , 5.50%, Due 12/1/2028§±

   1,450,000    1,450,000    2,900,000    2,900,000    4,350,000    4,350,000

Total Florida

      6,156,381       34,039,180       40,195,561


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Georgia - 0.65%

                 

Atlanta GA Series A (Water Revenue LOC) , 5.50%, Due 11/1/2011

         1,000,000    1,075,200    1,000,000    1,075,200

Dalton GA School District Equipment Lease Purchase , 4.20%, Due 8/1/2013(i)

         2,097,579    2,099,173    2,097,579    2,099,173

Dalton GA School District Lease #996-021203 Series B , 4.20%, Due 8/1/2013(i)

         776,996    777,586    776,996    777,586

Gainesville GA School District Equipment Lease Purchase , 4.20%, Due 3/1/2013(i)

         650,821    651,029    650,821    651,029

Putnam County GA School District Equipment Lease Purchase , 4.20%, Due 3/1/2013(i)

         389,276    389,401    389,276    389,401

Total Georgia

      —         4,992,389       4,992,389

Hawaii - 0.41%

                 

Hawaii State (Airport Revenue, FGIC Insured) , 5.75%, Due 7/1/2015

         3,000,000    3,152,880    3,000,000    3,152,880

Total Hawaii

      —         3,152,880       3,152,880

Illinois - 3.27%

                 

Aurora IL (Tax Allocation Revenue) , 5.00%, Due 12/30/2010

   1,050,000    1,044,236          1,050,000    1,044,236

Aurora IL Series B , 4.90%, Due 12/30/2011

         2,850,000    2,823,011    2,850,000    2,823,011

Aurora IL Tax Incremental Revenue , 5.00%, Due 12/30/2008

         940,000    939,455    940,000    939,455

Aurora IL Tax Incremental Revenue , 5.00%, Due 12/30/2009

         990,000    988,515    990,000    988,515

Chicago IL Junior Lien Near South Redevelopment Project Series A (Tax Revenue, Aca Insured) , 5.00%, Due 11/15/2010

         750,000    737,970    750,000    737,970

Chicago IL Series 2E (Housing Revenue, GNMA) , 4.375%, Due 12/1/2017

         1,215,000    1,235,363    1,215,000    1,235,363

Chicago IL Series A (Property Tax Revenue, MBIA Insured) , 5.375%, Due 1/1/2013

   1,200,000    1,273,092          1,200,000    1,273,092

Chicago IL Series C (Housing Revenue, GNMA) , 4.20%, Due 6/1/2022

         1,485,000    1,505,196    1,485,000    1,505,196

Chicago IL Series E (Housing Revenue, GNMA) , 4.15%, Due 6/1/2022

         2,200,000    2,225,762    2,200,000    2,225,762

Cook County IL School District #159 Matteson-Richton Park (Other Revenue) , 6.00%, Due 4/1/2008

         1,640,000    1,650,168    1,640,000    1,650,168

Illinois Chicago Charter School Project (Educational Facilities Revenue) , 4.50%, Due 12/1/2012

   200,000    197,736    400,000    395,472    600,000    593,208

Illinois Chicago Charter School Project (Educational Facilities Revenue) , 5.00%, Due 12/1/2014

   360,000    361,656          360,000    361,656

Illinois Finance Authority Community Rehabilitation Providers Series A , 5.375%, Due 7/1/2009

         270,000    274,447    270,000    274,447

Illinois Finance Authority New Money Community Rehabilitation Series A (Other Revenue) , 4.75%, Due 7/1/2010

         1,480,000    1,493,527    1,480,000    1,493,527

Illinois Finance Authority New Money Community Rehabilitation Series A (Other Revenue) , 4.80%, Due 7/1/2011

         1,440,000    1,458,504    1,440,000    1,458,504

Illinois Finance Authority New Money Community Rehabilitation Series A (Other Revenue) , 4.85%, Due 7/1/2012

         1,000,000    1,011,680    1,000,000    1,011,680

Illinois Finance Authority Primary Health Care Centers , 4.625%, Due 7/1/2008

         110,000    109,473    110,000    109,473

Illinois Health Facilities Authority Decatur Memorial Hospital (Hospital Revenue) , 5.50%, Due 10/1/2010

         1,050,000    1,094,174    1,050,000    1,094,174

Illinois Health Facilities Authority Memorial Medical Center Systems Project (HCFR LOC) , 5.25%, Due 10/1/2009

         385,000    393,362    385,000    393,362

Illinois Housing Development Authority (Housing Revenue, First Security Bank LOC) , 4.375%, Due 7/1/2015

         100,000    100,783    100,000    100,783

Illinois Lutheran General Health Systems Series A (HCFR, First Security Bank LOC) , 6.125%, Due 4/1/2012

   645,000    680,875          645,000    680,875

Illinois Methodist Medical Center (HFFA Revenue, MBIA Insured) , 5.50%, Due 11/15/2010

   500,000    514,525          500,000    514,525

North Chicago IL (Property Tax Revenue, FGIC Insured) , 5.75%, Due 1/1/2010

   800,000    840,016          800,000    840,016

Salem IL Americana Building Products , 4.30%, Due 4/1/2017§±

         1,355,000    1,355,000    1,355,000    1,355,000

Upper Illinois River Valley Development Authority Morris Hospital , 6.05%, Due 12/1/2011

         280,000    297,478    280,000    297,478

Total Illinois

      4,912,136       20,089,340       25,001,476

Indiana - 1.38%

                 

Beech Grove IN School Building Corporation (Lease Revenue, MBIA Insured) , 6.25%, Due 7/5/2016

         765,000    864,305    765,000    864,305


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Indiana Bond Bank BMA Index Series B (Other Revenue) , 3.64%, Due 10/15/2009±

         2,000,000    1,998,000    2,000,000    1,998,000

Indiana Bond Bank BMA Index Series B (Other Revenue) , 3.66%, Due 10/15/2010±

         3,670,000    3,666,330    3,670,000    3,666,330

Jeffersonville IN Building Corporation Series A (Other Revenue) , 4.00%, Due 8/15/2012

         595,000    596,226    595,000    596,226

Jeffersonville IN Building Corporation Series B (Other Revenue) , 4.00%, Due 8/15/2012

         280,000    280,577    280,000    280,577

Shelby County IN Jail Building Corporation , 5.40%, Due 7/15/2008

         1,045,000    1,046,965    1,045,000    1,046,965

Valparaiso IN Valparaiso Family YMCA (Other Revenue) , 4.70%, Due 12/1/2009

         650,000    647,134    650,000    647,134

West Baden Springs IN Town Hall Special Revenue BAN (Other Revenue) , 5.00%, Due 11/1/2011

         1,500,000    1,504,845    1,500,000    1,504,845

Total Indiana

      —         10,604,382       10,604,382

Iowa - 2.51%

                 

Muscatine IA (Electric Revenue) , 9.70%, Due 1/1/2013

         490,000    553,597    490,000    553,597

Tobacco Settlement Authority IA Tobacco Settlement Revenue Asset-Backed Series B (Excise Tax Revenue LOC) , 5.50%, Due 6/1/2011

   2,000,000    2,140,340    2,180,000    2,332,971    4,180,000    4,473,311

Tobacco Settlement Authority IA Tobacco Settlement Revenue Asset-Backed Series B Prerefunded (Excise Tax Revenue LOC) , 5.3%, Due 6/1/2025§

         10,775,000    11,453,502    10,775,000    11,453,502

Tobacco Settlement Authority IA Tobacco Settlement Revenue Asset-Backed Series B Prerefunded (Excise Tax Revenue LOC) , 5.50%, Due 6/1/2012§

         180,000    193,937    180,000    193,937

Tobacco Settlement Authority IA Tobacco Settlement Revenue Asset-Backed Series B Prerefunded (Excise Tax Revenue LOC) , 5.50%, Due 6/1/2013§

         1,895,000    2,041,730    1,895,000    2,041,730

Tobacco Settlement Authority IA Tobacco Settlement Revenue Asset-Backed Series B Prerefunded (Excise Tax Revenue LOC) , 5.50%, Due 6/1/2014§

         460,000    495,618    460,000    495,618

Total Iowa

      2,140,340       17,071,355       19,211,695

Kansas - 2.68%

                 

City of Olathe KS Special Obligation West Village Center Project (Other Revenue) , 5.00%, Due 3/1/2011

         225,000    224,465    225,000    224,465

City of Olathe KS Special Obligation West Village Center Project (Other Revenue) , 5.00%, Due 9/1/2009

         100,000    99,962    100,000    99,962

City of Olathe KS Special Obligation West Village Center Project (Other Revenue) , 5.00%, Due 9/1/2010

         205,000    204,783    205,000    204,783

City of Olathe KS Special Obligation West Village Center Project (Other Revenue) , 5.00%, Due 9/1/2011

         200,000    199,456    200,000    199,456

Counties of Sedwick & Shawnee KS Series B5 (Housing Revenue, GNMA) , 4.10%, Due 12/1/2023

         1,945,000    1,972,133    1,945,000    1,972,133

Kansas Independent College Finance Authority Revenue Anticipation Notes Bethel University Series B (Other Revenue) , 5.25%, Due 5/1/2008

         1,500,000    1,500,675    1,500,000    1,500,675

Kansas Independent College Finance Authority Revenue Anticipation Notes Ottawa University Series E (Other Revenue) , 5.25%, Due 5/1/2008

         3,000,000    3,001,350    3,000,000    3,001,350

Kansas Independent College Finance Authority Revenue Anticipation Notes Southwestern (Other Revenue) , 5.25%, Due 5/1/2008

         800,000    800,360    800,000    800,360

Manhattan KS Transportation Development District , 4.15%, Due 8/1/2015

         295,000    304,915    295,000    304,915

Olathe KS Special Obligation West Village Center Project (Tax Incremental Revenue) , 5.00%, Due 3/1/2012

   100,000    99,326          100,000    99,326

Olathe KS Special Obligation West Village Center Project (Tax Incremental Revenue) , 5.00%, Due 9/1/2012

   100,000    99,255          100,000    99,255

Wyandotte County KS United Government Referendum Sales Tax Second Lien Area B (Sales Tax Revenue) , 5.00%, Due 12/1/2020

   500,000    494,360    3,700,000    3,658,264    4,200,000    4,152,624

Wyandotte County KS United Government Special Obligation Sales Tax Second Lien Area B (Other Revenue, Citibank NA LOC) , 3.75%, Due 12/1/2012

         3,735,000    3,723,272    3,735,000    3,723,272

Wyandotte County KS United Government Special Obligation Sales Tax Second Lien Area B (Other Revenue, Citibank NA LOC) , 3.85%, Due 12/1/2013

         2,100,000    2,108,421    2,100,000    2,108,421

Wyandotte County KS United Government Special Obligation Sales Tax Second Lien Area B , 4.75%, Due 12/1/2016

         2,000,000    1,987,020    2,000,000    1,987,020

Total Kansas

      692,941       19,785,076       20,478,017


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Kentucky - 3.01%

                 

Ashland KY PCR , 5.70%, Due 11/1/2009

         6,340,000    6,633,605    6,340,000    6,633,605

Kenton County KY Airport Board (Airport Revenue, MBIA Insured) , 5.625%, Due 3/1/2015

         1,710,000    1,812,412    1,710,000    1,812,412

Kenton County KY Airport Board Cincinnati Northern Kentucky Series A (Airport Revenue, XL Capital Assurance Company Insured) , 5.00%, Due 3/1/2012

         2,590,000    2,678,319    2,590,000    2,678,319

Kenton County KY Airport Board Cincinnati Northern Kentucky Series A (Airport Revenue, Xl Capital Assurance Company Insured) , 5.00%, Due 3/1/2013

         2,740,000    2,839,024    2,740,000    2,839,024

Kenton County KY Airport Board Cincinnati Northern Kentucky Series B (Airport Revenue, XL Capital Assurance Company Insured) , 5.00%, Due 3/1/2012

         5,830,000    6,028,803    5,830,000    6,028,803

Kenton County KY Airport Board Series A (Airport Revenue, MBIA Insured) , 5.625%, Due 3/6/2014

   475,000    505,581          475,000    505,581

Kentucky EDFA Retirement Housing Foundation (HCFR LOC) , 5.50%, Due 12/1/2028§±

         400,000    400,000    400,000    400,000

Louisville & Jefferson County KY Regional Airport Authority Series A (Airport Revenue, First Security Bank LOC) , 5.75%, Due 7/1/2015

         2,000,000    2,155,140    2,000,000    2,155,140

Total Kentucky

      505,581       22,547,303       23,052,884

Louisiana - 1.07%

                 

Louisiana PFA Revenue Archdiocese of New Orleans Project (HCFR, CIFG Insured) , 5.00%, Due 7/1/2010

   160,000    165,581          160,000    165,581

Louisiana PFA Revenue Archdiocese of New Orleans Project (HCFR, CIFG Insured) , 5.00%, Due 7/1/2012

   100,000    105,301          100,000    105,301

Louisiana Public Facilities Authority (Hospital Revenue) , 5.00%, Due 7/1/1930§±

         3,625,000    3,625,000    3,625,000    3,625,000

New Orleans LA Home Mortgage Authority Special Obligations , 6.25%, Due 1/15/2011

         1,909,000    2,053,072    1,909,000    2,053,072

Port New Orleans LA Board Commerce Special Project CG Railway Incorporated (Other Revenue, MBIA Insured) , 5.25%, Due 8/15/2013

   910,000    969,705          910,000    969,705

Village of Epps LA , 7.25%, Due 6/1/2009

         1,295,000    1,292,656    1,295,000    1,292,656

Total Louisiana

      1,240,587       6,970,728       8,211,315

Maryland - 0.59%

                 

Maryland Community Development Administration Residential Series H (Housing Revenue) , 4.55%, Due 9/1/2012

   400,000    406,152          400,000    406,152

Montgomery County MD Housing Opportunities Aston Woods Apartment Project Series A Puttable (MFHR, FNMA Insured) , 4.90%, Due 5/15/2031

   1,000,000    1,024,790    3,000,000    3,074,370    4,000,000    4,099,160

Total Maryland

      1,430,942       3,074,370       4,505,312

Massachusetts - 1.96%

                 

Massachusetts Development Finance Agency Devens Electric Systems (Electric Revenue) , 5.125%, Due 12/1/2011

   430,000    437,607          430,000    437,607

Massachusetts Development Finance Agency Developmental Disabilities Incorporated , 6.25%, Due 6/1/2008

         110,000    109,927    110,000    109,927

Massachusetts HEFA Caritas Christian Obligation Series B (Healthcare Facilities Revenue) , 6.50%, Due 7/1/2012

         2,250,000    2,340,518    2,250,000    2,340,518

Massachusetts HEFA Eye & Ear Infirmary Series B (HCFR LOC) , 5.25%, Due 7/1/2009

         775,000    773,566    775,000    773,566

Massachusetts Industrial Finance Agency Senior Living Facility Forge Hill Project Prerefunded (Nursing Home Revenue) , 6.75%, Due 4/1/2030§

         1,000,000    1,027,860    1,000,000    1,027,860

Massachusetts Municipal Wholesale Electric Company Power Supply (Electric Revenue, AMBAC Insured) , 5.45%, Due 7/1/2018

         7,000,000    7,011,480    7,000,000    7,011,480

Massachusetts State Port Authority Delta Air Lines Incorporated Project-Series A (Lease Revenue, AMBAC Insured) , 5.50%, Due 1/1/2017

         1,000,000    1,040,240    1,000,000    1,040,240

Massachusetts State Port Authority Delta Airlines Income Project Series A (Lease Revenue, AMBAC Insured) , 5.50%, Due 1/1/2016

         1,935,000    2,018,399    1,935,000    2,018,399

Massachusetts State Port Authority Delta Airlines Incorporated Project Series A (Lease Revenue, AMBAC Insured) , 5.50%, Due 1/1/2013

         230,000    241,705    230,000    241,705

Total Massachusetts

      437,607       14,563,695       15,001,302

Michigan - 0.54%

                 

Comstock Park MI Public Schools School Building & Site (Property Tax Revenue, FGIC Insured) , 7.875%, Due 5/1/2011

         1,145,000    1,257,519    1,145,000    1,257,519


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Flint MI International Academy (Educational Facilities Revenue) , 5.00%, Due 10/1/2017

   1,000,000    981,030    1,135,000    1,113,469    2,135,000    2,094,499

Michigan State Hospital Finance Authority Charity Obligation Group Series A Prerefunded (Hospital Revenue) , 5.125%, Due 11/1/2029§

   300,000    310,263          300,000    310,263

Michigan State Housing Development Authorities Limited Obligation Benton Harbor Project (MFHR, Fifth Third Bank LOC) , 4.35%, Due 6/1/2041§±

   500,000    500,335          500,000    500,335

Total Michigan

      1,791,628       2,370,988       4,162,616

Minnesota - .74%

                 

Brooklyn Park MN EDFA Huntington Site Development Series A (Other Revenue) , 4.40%, Due 8/1/2008

         715,000    716,530    715,000    716,530

Marshall MN Medical Center Avera Marshall Regional Medical Center Project (HCFR) , 4.50%, Due 11/1/2011

   290,000    292,729          290,000    292,729

Minnesota State Housing Finance Agency Series A , 5.35%, Due 2/1/2008

         410,000    410,611    410,000    410,611

St. Paul MN Housing & RDA Rossy & Richard Shaller Series B (Housing Revenue, Bremer Bank LOC) , 3.92%, Due 3/1/2022§±

         515,000    515,000    515,000    515,000

Western MN Municipal Power Agency Series A (Electric Revenue) , 6.375%, Due 1/1/2016

   695,000    770,296          695,000    770,296

Western MN Municipal Power Agency Series A (Power Revenue, AMBAC Insured) , 5.40%, Due 1/1/2009

   600,000    600,828    2,325,000    2,328,209    2,925,000    2,929,037

Total Minnesota

      1,663,853       3,970,350       5,634,203

Mississippi - 0.40%

                 

Mississippi Hospital Equipment & Facilities Authority Mississippi Baptist Health System Incorporated Series A (Hospital Revenue) , 5.00%, Due 8/15/2012

   1,000,000    1,034,950          1,000,000    1,034,950

Biloxi MS Housing Authority Bayview Place Estates (Housing Revenue, GIC-Rabobank Nederland LOC) , 4.65%, Due 8/1/2008

         2,000,000    2,000,000    2,000,000    2,000,000

Total Mississippi

      1,034,950       2,000,000       3,034,950

Missouri - 1.75%

                 

Chesterfield Valley Transportation Development District MO (Sales Tax Revenue, CIFG Insured) , 4.00%, Due 4/15/2026

   1,250,000    1,256,288    3,000,000    3,015,090    4,250,000    4,271,378

Fenton MO Gravois Bluffs Redevelopment Project (Tax Incremental Revenue) , 4.50%, Due 4/1/2021

         1,020,000    1,005,128    1,020,000    1,005,128

Hazelwood MO IDA Bottom Road Development Project , 3.875%, Due 8/1/2018

         2,370,000    2,364,596    2,370,000    2,364,596

Lake of the Ozarks MO Community Bridge Corporation , 5.25%, Due 12/1/2014

         2,000,000    2,000,440    2,000,000    2,000,440

Missouri State Environmental Improvement & Energy Resources Authority American Cyanamid Company , 5.80%, Due 9/1/2009

         800,000    829,360    800,000    829,360

Missouri State Housing Development Community Single Family Series B2 , 6.40%, Due 3/1/2029

         110,000    113,113    110,000    113,113

Missouri State Housing Development Community Single Family Series D2 , 6.30%, Due 3/1/2029

         180,000    183,470    180,000    183,470

St Louis MO Lambert St Louis International Series B (Airport Revenue, FGIC Insured) , 6.00%, Due 7/1/2011

         2,500,000    2,660,125    2,500,000    2,660,125

Total Missouri

      1,256,288       12,171,322       13,427,610

Montana - 0.96%

                 

Flathead MT Municipal Airport Authority Montana Glacier Park International Airport Series A (Airport Revenue) , 5.00%, Due 6/1/2011

   135,000    136,982          135,000    136,982

Flathead MT Municipal Airport Authority Montana Glacier Park International Airport Series A (Airport Revenue) , 5.00%, Due 6/1/2012

   310,000    313,819          310,000    313,819

Flathead MT Municipal Airport Authority Montana Glacier Park International Airport Series B (Airport Revenue) , 5.00%, Due 6/1/2012

   150,000    151,134          150,000    151,134

Montana Health Facilities Authority Benefits Health Care Project (Healthcare Facilities Revenue, AMBAC Insured) , 5.375%, Due 9/1/2011#

         1,000,000    1,046,060    1,000,000    1,046,060

Montana State Board Housing Series A2 (SFMR) , 4.20%, Due 12/1/2013

   305,000    307,410          305,000    307,410

Montana State Board Investment Refunded 1996 Payroll Tax (Other Revenue, MBIA Insured) , 6.875%, Due 6/1/2020

         1,080,000    1,141,063    1,080,000    1,141,063

Montana State Board Investment Refunded Balanced 1996 Payroll Tax (Other Revenue, MBIA Insured) , 6.875%, Due 6/1/2020

         2,470,000    2,609,654    2,470,000    2,609,654


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Montana State Board Investment Refunded Payroll Tax (Other Revenue, MBIA Insured) , 6.875%, Due 6/1/2020

         1,535,000    1,621,789    1,535,000    1,621,789

Total Montana

      909,345       6,418,566       7,327,911

Nebraska - 0.34%

                 

Blair NE Bond Anticipation Notes Series B (Water Revenue) , 4.65%, Due 6/15/2012

         1,800,000    1,821,186    1,800,000    1,821,186

O’Neill NE St. Anthony’s Project , 6.25%, Due 9/1/2012

         755,000    772,788    755,000    772,788

Total Nebraska

      —         2,593,974       2,593,974

Nevada - 0.20%

                 

Clark County Nevada Passenger Facilities Las Vegas McCarran International Airport (Airport Revenue, MBIA Insured) , 5.375%, Due 7/1/2013

         1,495,000    1,526,246    1,495,000    1,526,246

Total Nevada

      —         1,526,246       1,526,246

New Hampshire - 0.36%

                 

New Hampshire Business Finance Authority Franklin Regional Hospital Association Project Series A Prerefunded (HCFR) , 6.05%, Due 3/1/2009§

         2,615,000    2,733,564    2,615,000    2,733,564

Total New Hampshire

      —         2,733,564       2,733,564

New Jersey - 10.86%

                 

City of Bayonne NJ (Property Tax Revenue) , 5.00%, Due 10/24/2008

   500,000    504,105    2,600,000    2,621,346    3,100,000    3,125,451

New Jersey Economic Development Authority (Excise Tax Revenue) , 5.625%, Due 6/15/2019

   250,000    250,645          250,000    250,645

New Jersey Economic Development Authority Cigarette Tax Revenue , 5.625%, Due 6/15/2017

         820,000    820,164    820,000    820,164

New Jersey HFFA Jersey City Medical Center (HCFR LOC) , 4.80%, Due 8/1/2021

         2,100,000    2,112,369    2,100,000    2,112,369

New Jersey State Higher Education Assistance Authority Series A (Other Revenue, AMBAC Insured) , 5.20%, Due 6/1/2013

   995,000    1,000,851          995,000    1,000,851

New Jersey State Highway Authority Garden State Parkway General (Toll Road Revenue) , 6.20%, Due 1/1/2010

   225,000    231,444          225,000    231,444

New Jersey State Housing & Mortgage Finance Meadow Brook Apartments Project Series A (MFHR, JPMorgan Chase Bank LOC) , 4.10%, Due 3/15/2040§±

         670,000    673,980    670,000    673,980

Northeast Monmouth County Regional Sewage Authority Series A (Sewer Revenue, MBIA Insured) , 5.00%, Due 11/1/2010

         2,250,000    2,274,885    2,250,000    2,274,885

Tobacco Settlement Financing Corporation NJ (Excise Tax Revenue) , 5.00%, Due 6/1/2013

   125,000    135,343          125,000    135,343

Tobacco Settlement Financing Corporation NJ (Excise Tax Revenue) , 5.75%, Due 6/1/2032

   3,830,000    4,104,496    39,665,000    42,507,791    43,495,000    46,612,287

Tobacco Settlement Financing Corporation NJ (Excise Tax Revenue) , 6.375%, Due 6/1/2032

         21,060,000    23,842,237    21,060,000    23,842,237

Weehawken Township NJ Tax Anticipation Notes (Other Revenue) , 4.50%, Due 10/10/2008

         2,000,000    2,011,140    2,000,000    2,011,140

Total New Jersey

      6,226,884       76,863,912       83,090,796

New Mexico - 2.33%

                 

Albuquerque NM MCT Industries Incorporated Project , 3.70%, Due 4/1/2010

         470,000    471,969    470,000    471,969

New Mexico Mortgage Finance Authority (Housing Revenue, GNMA Insured) , 4.20%, Due 7/1/2028

   1,500,000    1,514,985    12,280,000    12,402,677    13,780,000    13,917,662

New Mexico Mortgage Finance Authority , 4.05%, Due 7/1/2026

         655,000    655,262    655,000    655,262

New Mexico Mortgage Finance Authority SFMR Series A2 (Housing Revenue LOC) , 7.10%, Due 9/1/2030

         480,000    494,770    480,000    494,770

New Mexico Mortgage Finance Authority SFMR Series A2 Class I (Housing Revenue, GNMA Insured) , 4.40%, Due 1/1/2027

         1,000,000    1,013,710    1,000,000    1,013,710

New Mexico Mortgage Finance Authority SFMR Series D2 (Housing Revenue LOC) , 6.75%, Due 9/1/2029

         915,000    940,593    915,000    940,593

New Mexico Mortgage Finance Authority SFMR Series F2 (Housing Revenue LOC) , 6.80%, Due 3/1/2031

         345,000    354,791    345,000    354,791

Total New Mexico

      1,514,985       16,333,772       17,848,757

New York - 4.03%

                 

Amherst NY IDAG Civic Facilities Series A (IDR, Radian Insured) , 4.20%, Due 10/1/2031§±

         2,310,000    2,309,076    2,310,000    2,309,076

Brookhaven NY IDAG (Other Revenue, North Fork Bank) , 4.25%, Due 11/1/2037§±

         1,360,000    1,370,200    1,360,000    1,370,200

Buffalo & Fort Erie NY Public Bridge Authority (Toll Road Revenue, Bank of Nova Scotia) , 4.00%, Due 1/1/2025§±

         3,950,000    4,005,379    3,950,000    4,005,379


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Monroe County NY Bond Anticipation Notes (Property Tax Revenue) , 4.25%, Due 7/16/2008

         4,000,000    4,026,840    4,000,000    4,026,840

Nassau County NY IDA North Shore Health Systems Projects C , 5.625%, Due 11/1/2010

         390,000    399,181    390,000    399,181

Nassau County NY IDAG Special Needs Facilities Pooled Program F1 (IDR, ACA Insured) , 4.30%, Due 7/1/2010

         205,000    201,761    205,000    201,761

New York City NY IDAG Civic Facilities Vaughn College Aeronautics Series A (College & University Revenue) , 5.00%, Due 12/1/2016

   360,000    354,143          360,000    354,143

New York City NY IDAG Civic Facilities Vaughn College Aeronautics Series A , 5.00%, Due 12/1/2016

         1,195,000    1,175,557    1,195,000    1,175,557

New York State Dormitory Authority AIDS Long Term Health Care Facilities , 5.00%, Due 11/1/2011

         1,000,000    1,042,280    1,000,000    1,042,280

New York State Dormitory Authority Series B (College & University Revenue, CIFG Insured) , 6.00%, Due 11/15/2023§±

         8,065,000    8,869,645    8,065,000    8,869,645

Niagara NY Frontier Transit Authority Buffalo Niagara International Airport Series A (Airport Revenue, MBIA Insured) , 5.75%, Due 4/1/2011

   520,000    539,006          520,000    539,006

Orange County NY IDAG Special Needs Facilities Pooled Program G1 (IDR, ACA Insured) , 4.35%, Due 7/1/2011

         325,000    317,886    325,000    317,886

Saratoga County NY IDAG Highpointe at Malta Project Series A Prerefunded (Other Revenue) , 6.875%, Due 6/1/2039§

         2,225,000    2,400,464    2,225,000    2,400,464

Suffolk County NY IDA Special Needs Pooled Series C1 , 6.875%, Due 7/1/2010

         110,000    112,472    110,000    112,472

Tobacco Settlement Financing Authority Series B1C (Other Revenue) , 5.50%, Due 6/1/2017

         3,500,000    3,685,395    3,500,000    3,685,395

Total New York

      893,149       29,916,136       30,809,285

North Carolina - 0.75%

                 

North Carolina Eastern Municipal Power Agency Series D , 6.00%, Due 1/1/2009

         800,000    809,392    800,000    809,392

North Carolina Housing Finance Agency AMT Home Ownership Series 14A (Housing Revenue, AMBAC Insured) , 4.35%, Due 1/1/2028

         1,550,000    1,553,984    1,550,000    1,553,984

Pitt County NC Memorial Hospital (Hospital Revenue) , 5.3%, Due 12/1/2009

         1,000,000    1,034,560    1,000,000    1,034,560

Pitt County NC Memorial Hospital (Hospital Revenue) , 5.375%, Due 12/1/2010

   1,250,000    1,320,100          1,250,000    1,320,100

Sanford NC Water & Sewer (Property Tax Revenue, MBIA Insured) , 4.90%, Due 3/1/2009

         1,025,000    1,036,716    1,025,000    1,036,716

Total North Carolina

      1,320,100       4,434,652       5,754,752

Ohio - 1.81%

                 

American Municipal Power Ohio Incorporated Prepayment Series A (Electric Revenue) , 5.00%, Due 2/1/2010

   1,000,000    1,031,010          1,000,000    1,031,010

Buckeye OH Tobacco Settlement Financing Authority Series A1 (Other Revenue) , 5.00%, Due 6/1/2011

         2,000,000    2,041,420    2,000,000    2,041,420

Buckeye OH Tobacco Settlement Financing Authority Series A2 (Excise Tax Revenue) , 5.125%, Due 6/1/2024

         1,000,000    945,280    1,000,000    945,280

Cuyahoga OH Metropolitan Housing Authority Bond Anticipation Notes (Other Revenue) , 4.00%, Due 3/1/2008

         5,240,000    5,242,987    5,240,000    5,242,987

Franklin County OH (Property Tax Revenue) , 5.375%, Due 12/1/2020

         3,755,000    3,896,864    3,755,000    3,896,864

Lakewood OH Lakewood Hospital Association , 5.50%, Due 2/15/2008

         700,000    701,470    700,000    701,470

Total Ohio

      1,031,010       12,828,021       13,859,031

Oklahoma - 1.42%

                 

Cherokee Nation of OK Healthcare System Series 2006 (HCFR, ACA Insured) , 4.10%, Due 12/1/2011††

         1,000,000    993,620    1,000,000    993,620

Chickasaw Nation OK Health Systems (Healthcare Facilities Revenue) , 5.375%, Due 12/1/2017††

         3,000,000    3,038,280    3,000,000    3,038,280

Comanche County OK Independent School District #4 Geronimo (Educational Facilities Revenue) , 6.25%, Due 8/15/2014

   687,204    753,615          687,204    753,615

Muskogee OK Industrial Training Educational Facilities Muskogee Public Schools Project (Lease Revenue, Guarantee Agreement) , 4.25%, Due 9/1/2012

         4,490,000    4,645,983    4,490,000    4,645,983

Oklahoma State Industrial Authority Revenue , 6.25%, Due 8/15/2015§

         1,325,000    1,404,394    1,325,000    1,404,394

Total Oklahoma

      753,615       10,082,277       10,835,892


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal
Bond Fund
   Pro Forma
Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Oregon - 0.42%

                 

Grants Pass OR Urban Renewal Agency Parkway Redevelopment Area (Tax Incremental Revenue) , 5.00%, Due 8/1/2008

   190,000    191,286          190,000    191,286

Western Generation Agency Oregon Wauna Cogeneration Project Series B (Electric Revenue) , 5.00%, Due 1/1/2012

   500,000    501,255    2,500,000    2,506,275    3,000,000    3,007,530

Total Oregon

      692,541       2,506,275       3,198,816

Other - 0.57%

                 

Charter Mac Equity Issuer Trust , 7.10%, Due 6/30/2009††

   500,000    521,345          500,000    521,345

MMA Financial CDD Senior Securitization Trust Beacon Lakes Passthru Certificates C , 3.375%, Due 11/1/2008±

         3,854,816    3,828,256    3,854,816    3,828,256

Total Other

      521,345       3,828,256       4,349,601

Pennsylvania - 5.39%

                 

Allegheny County PA Airport Authority Pittsburgh International Airport (Airport Revenue, FGIC Insured) , 6.00%, Due 1/1/2013

   350,000    369,467          350,000    369,467

Allegheny County PA Hospital Development Authority Pittsburgh Mercy Health System (Hospital Revenue, AMBAC Insured) , 5.40%, Due 8/15/2009

         930,000    952,441    930,000    952,441

Allentown PA Sacred Heart Hospital , 4.75%, Due 7/1/2008

         890,000    884,340    890,000    884,340

Chester County PA Renaissance Academy Project Series A , 5.25%, Due 10/1/2010

         1,215,000    1,217,357    1,215,000    1,217,357

Cumberland County PA Municipal Authority Wesley Series A Prerefunded (Nursing Home Revenue) , 7.25%, Due 1/1/2035§

   1,000,000    1,181,070          1,000,000    1,181,070

Cumberland County PA Munipical Authority Presbyterian Homes Project Series B (Healthcare Facilities Revenue, Radian Insured) , 4.25%, Due 12/1/2026§±

   750,000    751,110          750,000    751,110

Cumberland County PA Munipical Authority Presbyterian Homes Project Series B (Healthcare Facilities Revenue, Radian Insured) , 4.25%, Due 12/1/2026§±

         1,250,000    1,251,850    1,250,000    1,251,850

Delaware County PA Hospital Authority Crozner Keystone Obligation Group Series B (Hospital Revenue) , 5.00%, Due 12/15/2008

         1,005,000    1,011,492    1,005,000    1,011,492

Delaware County PA Resource Recovery Facility Series A (IDR) , 6.10%, Due 7/1/2013

         3,675,000    3,734,976    3,675,000    3,734,976

Delaware River Port Authority PA & NJ Prerefunded (Toll Road Revenue LOC) , 5.45%, Due 1/1/2012§

         3,750,000    3,750,000    3,750,000    3,750,000

Gallery Certificate Trust Pennsylvania (Parking Facilities Revenue, First Security Bank LOC) , 4.50%, Due 2/15/2013

         3,155,000    3,157,556    3,155,000    3,157,556

Harrisburg PA Authority Resource Recovery Facility Capital Appreciation Limited Obligation Series C , 4.57%, Due 12/15/2010^

         3,250,000    2,843,425    3,250,000    2,843,425

Lancaster County PA Hospital Authority Brethren Village Project Series A (Hospital Revenue) , 5.20%, Due 7/1/2012%%

         1,075,000    1,074,914    1,075,000    1,074,914

Mckean County PA Hospital Authority Bradford Hospital Project (Health Facilities Financing Authority Revenue, ACA Insured) , 5.00%, Due 10/1/2010

         850,000    833,706    850,000    833,706

Montgomery County PA IDA Retirement Community Series B (IDR) , 5.00%, Due 11/15/2009

         675,000    686,171    675,000    686,171

Pennsylvania HEFAR Gwynedd Mercy College Series P1 (Other Revenue, Radian Insured) , 4.50%, Due 5/1/2037§±

         4,200,000    4,200,294    4,200,000    4,200,294

Pennsylvania HFA SFMR , 4.37%, Due 6/1/2008±

         723,077    723,077    723,077    723,077

Pennsylvania Housing Finance Agency Series L (MFHR, GO of Authority) , 4.20%, Due 7/1/2009

   500,000    501,480    7,300,000    7,321,608    7,800,000    7,823,088

Philadelphia PA Series B (Airport Revenue, FGIC Insured) , 5.50%, Due 6/15/2016

         1,110,000    1,163,003    1,110,000    1,163,003

Susquehanna PA Area Regional Airport Authority Aero Harrisburg LLC Project , 5.25%, Due 1/1/2009

         450,000    446,774    450,000    446,774

Washington County PA IDA Children’s Home Pittsburgh Project , 4.00%, Due 6/15/2008

         3,175,000    3,156,363    3,175,000    3,156,363

Total Pennsylvania

      2,803,127       38,409,347       41,212,474

Puerto Rico - 2.48%

                 

Children’s Trust Fund Puerto Rico , 4.00%, Due 5/15/2010

         310,000    309,017    310,000    309,017

Children’s Trust Fund Puerto Rico Tobacco Settlement Asset-Backed Prerefunded , 5.75%, Due 7/1/2010§

   350,000    364,182    2,385,000    2,481,640    2,735,000    2,845,822

Municipal Securities Trust Certificates Series 2000-107 Class A (Electric Revenue, First Security Bank LOC) , 3.5%, Due 5/19/2009§±††

         1,500,000    1,500,000    1,500,000    1,500,000


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax- Free Fund
   Short-Term Municipal Bond
Fund
   Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Puerto Rico Commonwealth Government Development Bank Series B (Other Revenue) , 5.00%, Due 12/1/2008

         2,375,000    2,407,443    2,375,000    2,407,443

Puerto Rico Highway & Transportation Authority (Fuel Sales Tax Revenue, MBIA Insured) , 5.50%, Due 7/1/2013

   1,280,000    1,361,818          1,280,000    1,361,818

Puerto Rico Highway & Transportation Authority Series CC (Toll Road Revenue) , 5.00%, Due 7/1/2012

   1,020,000    1,059,494          1,020,000    1,059,494

Puerto Rico Housing Financial Corporation Series F8J (Housing Revenue, FHA Insured) , 3.52%, Due 6/1/2021§±

         100,000    100,000    100,000    100,000

Puerto Rico Housing Public Finance Corporation Commonwelth Approp Series A (Lease Revenue, FGIC Insured) , 5.25%, Due 8/1/2031§±

         2,605,000    2,697,660    2,605,000    2,697,660

Puerto Rico Industrial Tourist Educational Medical & Environmental Central Facilities Financing Authority Ana G. Mendez University , 5.00%, Due 12/1/2008

         390,000    392,625    390,000    392,625

Puerto Rico Industrial Tourist Educational Medical & Environmental Central Facilities Financing Authority Ana G. Mendez University , 5.00%, Due 2/1/2008

         925,000    925,518    925,000    925,518

Puerto Rico Public Bulidings Authority Government Facilities Series M (Lease Revenue) , 5.50%, Due 7/1/2011

         4,125,000    4,333,478    4,125,000    4,333,478

Puerto Rico Public Finance Corporation Series A (Lease Revenue, AMBAC Insured) , 5.25%, Due 8/1/2030§±

         1,000,000    1,042,800    1,000,000    1,042,800

Total Puerto Rico

      2,785,494       16,190,181       18,975,675

Rhode Island - 0.09%

                 

Woonsocket RI Housing Authority Capital Funds Housing (Housing Revenue) , 4.50%, Due 9/1/2008

   350,000    353,388          350,000    353,388

Woonsocket RI Housing Authority Capital Funds Housing (Housing Revenue) , 4.50%, Due 9/1/2009

   365,000    372,986          365,000    372,986

Total Rhode Island

      726,374       —         726,374

South Carolina - 3.08%

                 

Berkeley County SC Davol Incorporated International Paper Company Project (IDR) , 5.75%, Due 2/1/2008

   345,000    345,324          345,000    345,324

Berkeley County SC School District COP Berkeley School Facilities Group Incorporated (Lease Revenue, MBIA Insured) , 5.15%, Due 2/1/2008

   1,000,000    1,001,500          1,000,000    1,001,500

Connector 2000 Association Incorporated Capital Appreciation Series B , 7.4%, Due 1/1/2037^

         18,250,000    2,218,653    18,250,000    2,218,653

Connector 2000 Association Incorporated Capital Appreciation Series B , 7.45%, Due 1/1/2038^

         14,500,000    1,615,735    14,500,000    1,615,735

Connector 2000 Association Incorporated Capital Appreciation Series B , 7.95%, Due 1/1/2028^

   600,000    124,974          600,000    124,974

Connector 2000 Association Incorporated Capital Appreciation Series B , 8.00%, Due 1/1/2028^

         2,835,000    590,502    2,835,000    590,502

Connector 2000 Association Incorporated Capital Appreciation Series B , 8.10%, Due 1/1/2027^

         1,350,000    298,634    1,350,000    298,634

Greenville County SC Donaldson Industrial Air Park Project A , 5.50%, Due 4/1/2011

         250,000    247,790    250,000    247,790

South Carolina Jobs Economic Development Authority Palmetto Health (Hospital Revenue) , 4.17%, Due 8/1/2039§±

   1,000,000    994,000    5,500,000    5,467,000    6,500,000    6,461,000

South Carolina Jobs Economic Development Authority Palmetto Health Alliance Series A Prerefunded (Nursing Home Revenue) , 7.125%, Due 12/15/2015§

   1,000,000    1,126,820    3,250,000    3,662,165    4,250,000    4,788,985

South Carolina Jobs Economic Development Authority Palmetto Health Series C Prerefunded (Hospital Revenue) , 6.875%, Due 8/1/2027§

         1,000,000    1,173,380    1,000,000    1,173,380

South Carolina Jobs Economic Development Authority Refunded Palmetto Health Alliance Series A , 5.00%, Due 8/1/2008

         760,000    762,964    760,000    762,964

South Carolina State Housing Finance & Development Authority Rural Housing Apartments Series B (Housing Revenue, Gic-Rabobank Nederland LOC) , 4.125%, Due 10/1/2009

         2,380,000    2,390,853    2,380,000    2,390,853

South Carolina State Ports Authority , 7.80%, Due 7/1/2009#

         1,556,200    1,575,326    1,556,200    1,575,326

Total South Carolina

      3,592,618       20,003,002       23,595,620

South Dakota - 0.43%

                 

Heartland SD Consumers Power District (Electric Revenue, First Security Bank LOC) , 6.00%, Due 1/1/2009

   640,000    647,942          640,000    647,942

Lower Brule Sioux Tribe SD Series B (Other Revenue) , 5.15%, Due 5/1/2014

   830,000    799,332          830,000    799,332

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal Bond
Fund
   Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Rapid City SD Area School District #51-4 Capital Outlay Certifications (Property Tax Revenue, First Security Bank LOC) , 5.00%, Due 1/1/2009

   685,000    690,679          685,000    690,679

South Dakota EDFA Angus Incorporated Project A , 4.25%, Due 4/1/2008

         225,000    225,144    225,000    225,144

South Dakota EDFA Angus Incorporated Project A , 4.50%, Due 4/1/2009

         260,000    261,586    260,000    261,586

South Dakota EDFA McFleeg Project B , 4.375%, Due 4/1/2011

         460,000    453,270    460,000    453,270

South Dakota State HEFA (HCFR, ACA Insured) , 5.20%, Due 4/1/2008

   200,000    200,534          200,000    200,534

Total South Dakota

      2,338,487       940,000       3,278,487

Tennessee - 0.32%

                 

Metropolitan Government Nashville & Davidson County TN Industrial Development Board Easter Seal Project (IDR) , 4.05%, Due 8/1/2019§±

         1,200,000    1,200,000    1,200,000    1,200,000

Metropolitan Nashville Airport Authority Improvement Series C (Airport Revenue, FGIC Insured) , 5.375%, Due 7/1/2013

   200,000    205,804          200,000    205,804

Sevier County Tennessee Utility District (Utilities Revenue, AMBAC Insured) , 5.40%, Due 5/1/2011

         1,000,000    1,029,600    1,000,000    1,029,600

Total Tennessee

      205,804       2,229,600       2,435,404

Texas - 6.64%

                 

Arlington TX Special Obligation Dallas Cowboys Series A , 5.00%, Due 8/15/2034

   1,000,000    1,041,380    1,000,000    1,041,380    2,000,000    2,082,760

Austin TX Convention Enterprises Incorporated Convention Center Second Tier Series B Prerefunded (Other Revenue, ZC Specialty Insured) , 5.75%, Due 1/1/2011§

         6,760,000    7,181,013    6,760,000    7,181,013

Bexar County TX Revenue Project , 5.75%, Due 8/15/2022

         8,535,000    8,944,936    8,535,000    8,944,936

Denison TX Housing Authority Manning Park Plaza (Housing Revenue, HUD Insured) , 5.00%, Due 10/1/2009

   105,000    105,371          105,000    105,371

Duncanville TX Hospital Authority Methodist Hospitals Dallas Project (Hospital Revenue, GO of Hospital) , 9.00%, Due 1/1/2010

   265,000    279,853          265,000    279,853

Garza County TX Public Facilities Corporation , 5.00%, Due 10/1/2011

         1,220,000    1,211,277    1,220,000    1,211,277

Gateway TX Public Facility Corporation Stonegate Villas Apartments Project (Housing Revenue LOC) , 3.875%, Due 1/1/2010

         970,000    977,906    970,000    977,906

Harris County TX (Hospital Revenue, MBIA Insured) , 5.75%, Due 2/15/2012§

         5,940,000    6,319,388    5,940,000    6,319,388

Harris County TX Health Facilities Development Corporation Texas Medical Center Project Series A (Hospital Revenue, First Security Bank LOC) , 5.20%, Due 5/15/2020

   1,000,000    1,030,580    2,715,000    2,798,025    3,715,000    3,828,605

Houston TX Housing Finance Corporation Series A (SFMR, GNMA Insured) , 6.75%, Due 6/1/2033§±

   995,000    1,021,019          995,000    1,021,019

Lubbock TX Health Facilities Development Corporation St. Joseph Health System (Hospital Revenue) , 5.25%, Due 7/1/2017

         3,350,000    3,401,188    3,350,000    3,401,188

Lufkin TX Health Facilities Development Corporation Memorial Health Systems of East Texas (HFFA Revenue) , 5.00%, Due 2/15/2008

   220,000    220,438          220,000    220,438

MFHR Bond Pass Through Certificates Beneficial Ownership Series 14 Park Row Houston TX HFC Puttable (MFHR, Guarantee Agreement) , 5.75%, Due 11/1/2034§

         1,614,000    1,691,359    1,614,000    1,691,359

MuniMae Trust Series 2001-9 Class A , 3.90%, Due 8/24/2009§±

         5,165,000    5,194,286    5,165,000    5,194,286

Odessa TX Housing Authority Section 8 Assistance Project Series B (Housing Revenue LOC) , 6.375%, Due 10/1/2011

         1,515,000    1,515,288    1,515,000    1,515,288

Sam Rayburn TX Municipal Power Agency (Electric Revenue, MBIA Insured) , 6.00%, Due 9/1/2010

   100,000    105,436          100,000    105,436

San Antonio TX Electric & Gas System (Electric Revenue) , 3.625%, Due 12/1/2027§±

         6,000,000    6,024,600    6,000,000    6,024,600

State of Texas Affordable Housing Corporation (State Agency Housing Revenue, GNMA Insured) , 5.50%, Due 9/1/2038

   470,000    497,678          470,000    497,678

Texas State Department Housing & Community Affairs Pebble Brook Apartments Project , 4.95%, Due 12/1/2008

         195,000    196,090    195,000    196,090

Total Texas

      4,301,755       46,496,736       50,798,491

Utah - 0.10%

                 

Davis County UT School District , 4.547%, Due 9/7/2008

         576,268    573,600    576,268    573,600

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal Bond
Fund
   Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Utah Housing Corporation Series D Class 1 (Single Family Mortgage Revenue) , 2.95%, Due 7/1/2033

   180,000    179,271          180,000    179,271

Total Utah

      179,271       573,600       752,871

Virgin Islands - 0.20%

                 

Virgin Islands PFA Senior Lien Loan Notes , 5.50%, Due 10/1/2014

         1,500,000    1,521,660    1,500,000    1,521,660

Total Virgin Islands

      —         1,521,660       1,521,660

Virginia - 0.93%

                 

Hopewell VA Public Improvements Series A , 5.00%, Due 7/15/2009

         1,700,000    1,702,499    1,700,000    1,702,499

King George County VA Industrial Development Authority Waste Management Incorporated Series A (Industrial Development Revenue) , 4.10%, Due 6/1/2023§

         1,500,000    1,493,640    1,500,000    1,493,640

Marquis Community Development Authority VA (Other Revenue) , 5.10%, Due 9/1/2013

         3,000,000    2,978,550    3,000,000    2,978,550

Virginia College Building Authority Educational Facilities (College & University Revenue) , 4.50%, Due 6/1/2012

   395,000    397,236          395,000    397,236

Virginia College Building Authority Regent University Project (College & University Revenue) , 5.00%, Due 6/1/2014

   535,000    550,948          535,000    550,948

Total Virginia

      948,184       6,174,689       7,122,873

Washington - 3.32%

                 

King County WA (Property Tax Revenue) , 4.00%, Due 12/1/2009

         2,440,000    2,483,700    2,440,000    2,483,700

Ocean Shores WA Local Improvement District Bond Anticipation Notes No 2007-01 (Special Facilities Revenue) , 4.75%, Due 8/1/2011

         2,285,000    2,344,684    2,285,000    2,344,684

Port Anacortes WA Series A (Airport Revenue) , 5.125%, Due 9/1/2009

   950,000    953,848          950,000    953,848

Port Kalama WA Series B (Airport Revenue) , 5.25%, Due 12/1/2015

   500,000    528,820          500,000    528,820

Port Moses Lake WA Series A (Property Tax Revenue, XLCA Insured) , 4.25%, Due 12/1/2011

   260,000    266,708          260,000    266,708

Port Moses Lake WA Series A (Property Tax Revenue, XLCA Insured) , 4.25%, Due 12/1/2012

   200,000    205,370          200,000    205,370

Port Moses Lake WA Series A (Property Tax Revenue, XLCA Insured) , 4.25%, Due 12/1/2013

   185,000    189,882          185,000    189,882

Quinault WA Indian Nation Refunded Quinault Beach Series A (Other Revenue, ACA Insured) , 5.80%, Due 12/1/2015

   345,000    340,467          345,000    340,467

Quincy WA Water & Sewer Revenue , 4.50%, Due 11/1/2008

         590,000    593,186    590,000    593,186

Quincy WA Water & Sewer Revenue , 4.75%, Due 11/1/2009

         575,000    583,435    575,000    583,435

Snohomish County WA Public Hospital District #3 Series A , 6.00%, Due 6/1/2010

         205,000    205,293    205,000    205,293

Spokane County WA School District #81 (Property Tax Revenue, MBIA Insured) , 0.00%, Due 12/1/2009^

         2,720,000    2,654,421    2,720,000    2,654,421

Tacoma WA Department of Public Utility & Light Division (Electric Revenue) , 4.20%, Due 7/1/2008

   555,000    558,391          555,000    558,391

Tobacco Settlement Authority WA Asset-Backed , 5.25%, Due 6/1/2009

         200,000    203,154    200,000    203,154

Tobacco Settlement Authority WA Tobacco Settlement Revenue Asset-Backed , 6.50%, Due 6/1/2026

   1,760,000    1,817,288    5,955,000    6,148,835    7,715,000    7,966,123

Vancouver WA Bond Anticipation Notes Village Park Apartments (Housing Revenue) , 4.20%, Due 3/1/2008

   1,000,000    1,000,550          1,000,000    1,000,550

Washington State Health Care Facilities Authority Grays Harbor Community Hospital (HCFR, Radian Insured) , 6.30%, Due 7/1/2030§±

         1,900,000    1,900,000    1,900,000    1,900,000

Washington State Public Power Supply System Nuclear Project #1 Series B (Electric Revenue) , 7.25%, Due 7/1/2009

   205,000    212,589          205,000    212,589

Washington State Series A & AT6 (Tax Revenue) , 6.25%, Due 2/1/2011

   950,000    990,784          950,000    990,784

Washington State Unrefunded Balance Series 93 A (Property Tax Revenue) , 5.75%, Due 10/1/2012

         1,185,000    1,256,171    1,185,000    1,256,171

Total Washington

      7,064,697       18,372,879       25,437,576

West Virginia - 0.42%

                 

Berkeley County WV Public Sewer (Sewer Revenue) , 4.50%, Due 10/1/2013

   630,000    626,491          630,000    626,491

Berkeley County WV Public Sewer (Sewer Revenue) , 4.55%, Due 10/1/2014

   545,000    541,839          545,000    541,839

 


Table of Contents
Proforma Portfolio of Investments - December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National Limited-Term
Tax-Free Fund
   Short-Term Municipal Bond
Fund
   Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Berkeley County WV Public Sewer Series A (Sewer Revenue) , 4.375%, Due 10/1/2011

         1,175,000      1,167,316    1,175,000      1,167,316

Kanawha County WV (Housing Revenue, FGIC Insured) , 7.375%, Due 9/1/2011

   200,000      228,586          200,000      228,586

Ohio County WV Building Commission Medical Center , 7.00%, Due 10/1/2010

         255,000      269,619    255,000      269,619

West Virginia Water Development Authority Sewer Systems Loan Program (Sewer Revenue) , 7.10%, Due 11/1/2009

   330,000      345,002          330,000      345,002

Total West Virginia

        1,741,918         1,436,935         3,178,853

Wisconsin - 4.57%

                 

Badger WI Tobacco Asset Securitization Corporation Asset-Backed (Other Revenue) , 6.125%, Due 6/1/2027

   1,765,000      1,825,783    11,140,000      11,523,662    12,905,000      13,349,445

Badger WI Tobacco Asset Securitization Corporation Asset-Backed , 5.00%, Due 6/1/2008

         465,000      466,795    465,000      466,795

Badger WI Tobacco Asset Securitization Corporation Asset-Backed , 5.00%, Due 6/1/2009

         735,000      744,393    735,000      744,393

Badger WI Tobacco Asset Securitization Corporation Asset-Backed , 5.75%, Due 6/1/2011

         1,805,000      1,886,694    1,805,000      1,886,694

Badger WI Tobacco Asset Securitization Corporation Asset-Backed , 6.00%, Due 6/1/2017

         6,450,000      6,551,846    6,450,000      6,551,846

Freedom WI Sanitation District #1 Bond Anticipation Notes (Other Revenue) , 4.90%, Due 6/1/2011

         2,875,000      2,903,721    2,875,000      2,903,721

Kronewetter WI Anticipation Notes (Other Revenue) , 4.75%, Due 3/1/2011

         2,000,000      2,018,880    2,000,000      2,018,880

Oshkosh WI Don Evans Incorporated Project , 5.05%, Due 12/1/2008

         605,000      605,321    605,000      605,321

Oshkosh WI Don Evans Incorporated Project , 5.20%, Due 12/1/2009

         650,000      650,787    650,000      650,787

Stevens Point WI CDA Section 8 , 6.50%, Due 9/1/2009

         10,000      10,534    10,000      10,534

Wisconsin HEFA Beaver Dam Communities Hospitals Incorporated Class A , 4.25%, Due 8/15/2008

         300,000      298,071    300,000      298,071

Wisconsin HEFA Beaver Dam Communities Hospitals Incorporated Class A , 4.50%, Due 8/15/2009

         200,000      197,228    200,000      197,228

Wisconsin HEFA Three Pillars Communities , 5.00%, Due 8/15/2010

         1,155,000      1,175,675    1,155,000      1,175,675

Wisconsin HEFA Wheaton Franciscan Services Incorporated (HCFR, MBIA Insured) , 6.10%, Due 8/15/2009

         2,420,000      2,528,101    2,420,000      2,528,101

Wisconsin Housing & Economic Development Authority Series F , 5.20%, Due 7/1/2018

         1,555,000      1,577,843    1,555,000      1,577,843

Total Wisconsin

        1,825,783         33,139,551         34,965,334

Wyoming - 0.40%

                 

Converse County WY Memorial Hospital Project Prerefunded (Nursing Home Revenue) , 9.00%, Due 12/1/2010§

         2,605,000      3,038,220    2,605,000      3,038,220

Total Wyoming

        —           3,038,220         3,038,220
                                   

Total Municipal Bonds (Cost $82,234,225, $674,357,346 and $756,591,571, respectively)

        82,147,819         674,420,820         756,568,639
                                   

Short-Term Investments (a) 0.83%

                 

Muual Funds

                 

Wells Fargo Advantage National Tax-Free Money Market Trust~‡

   305,392      305,392    6,083,520      6,083,520    6,388,912      6,388,912
                                   

Total Short-Term Investments (Cost $305,392, $6,083,520 and $6,388,912, respectively)

        305,392         6,083,520         6,388,912
                                   

Total Investments in Securities (Cost $82,539,617, $680,440,866 and $762,980,483, respectively) 99.69%*

        82,453,211         680,504,340         762,957,551

Other Assets and Liabilities, Net - 0.31%

        752,927         1,588,811         2,341,738
                                   

Net Assets 100.00%

      $ 83,206,138       $ 682,093,151       $ 765,299,289
                                   

 

§ These securities are subject to a demand feature which reduces the effective maturity.
± Variable rate investments.
^ Zero coupon bond. Interest rate presented is yield to maturity.
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
(i) Illiquid security.
# Security pledged as collateral for futures transactions. (See Note 2)
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The Fund does not pay an investment advisory fee for such investments.
Security of an affiliate of the Fund with a cost of $6,388,912
* Cost for federal income tax purposes is substantially the same as for financial reporting purposes.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities – December 31, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     National
Limited-Term
Tax-Free Fund
    Short-Term
Municipal
Bond Fund
    Proforma
Adjustments
    Proforma
Combined
 

Assets

        

Investments

        

In securities, at market value

   $ 82,147,819     $ 674,420,820       $ 756,568,639  

Investments in affiliates

     305,392       6,083,520         6,388,912  
                                

Total investments at market value (see cost below)

     82,453,211       680,504,340       —         762,957,551  
                                

Cash

     50,000       —           50,000  

Receivable for Fund shares issued

     430       2,264,766         2,265,196  

Receivable for investments sold

     —         813,707         813,707  

Receivables for dividends and interest

     1,017,750       7,514,382         8,532,132  
                                

Total assets

     83,521,391       691,097,195       —         774,618,586  
                                

Liabilities

        

Payable for daily variation margin on futures contracts

     —         72,419         72,419  

Payable for Fund shares redeemed

     —         444,314         444,314  

Payable for investments purchased

     —         5,557,094         5,557,094  

Dividends payable

     280,357       2,321,851         2,602,208  

Payable to investment advisor and affiliates

     15,027       242,071         257,098  

Payable for interest rate swaps/spread locks

     6,572       138,356         144,928  

Accrued expenses and other liabilities

     13,297       227,939         241,236  
                                

Total liabilities

     315,253       9,004,044       —         9,319,297  
                                

Total net assets

   $ 83,206,138     $ 682,093,151     $ —       $ 765,299,289  
                                

NET ASSETS CONSIST OF

        

Paid-in capital

   $ 84,537,760     $ 693,911,525       $ 778,449,285  

Undistributed net investment income (loss)

     (43,790 )     (131,047 )       (174,837 )

Undistributed net realized gain (loss) on investments

     (1,194,854 )     (11,532,715 )       (12,727,569 )

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     (86,406 )     63,474         (22,932 )

Net unrealized appreciation (depreciation) of futures

     —         (79,730 )       (79,730 )

Net unrealized appreciation (depreciation) of options, swap agreements, and short sales

     (6,572 )     (138,356 )       (144,928 )
                                

Total net assets

   $ 83,206,138     $ 682,093,151     $ —       $ 765,299,289  
                                

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

        

Net assets – Class A

   $ 3,981,304       NA     $ 78,618,951 3,4,6   $ 82,600,255  

Shares outstanding – Class A

     373,495       NA       8,063,712       8,437,207  

Net asset value per share – Class A

   $ 10.66       NA       $ 9.79  

Maximum offering price per share – Class A2

   $ 10.99       NA       $ 10.09  

Net assets – Class B

   $ 208,324       NA     $ (208,324 )4   $ —    

Shares outstanding – Class B

     19,562       NA       (19,562 )     —    

Net asset value and offering price per share – Class B

   $ 10.65       NA       $ —    

Net assets – Class C

   $ 605,883     $ 3,589,453       $ 4,195,336  

Shares outstanding – Class C

     56,942       367,148       4,881 5     428,971  

Net asset value and offering price per share – Class C

   $ 10.64     $ 9.78       $ 9.78  

Net assets – Administrator Class

   $ 78,410,627       NA     $ (78,410,627 )6   $ —    

Shares outstanding – Administrator Class

     7,358,275       NA       (7,358,275 )     —    

Net asset value and offering price per share – Administrator Class

   $ 10.66       NA       $ —    

Net assets – Investor Class

     NA     $ 678,503,698       $ 678,503,698  

Shares outstanding – Investor Class

     NA       69,329,850         69,329,850  

Net asset value and offering price per share – Investor Class

     NA     $ 9.79       $ 9.79  
                                

Investments at cost

   $ 82,539,617     $ 680,440,866     $ —       $ 762,980,483  
                                

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/97 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Class A shares of National Limited-Term Tax-Free Fund are exchanged for new A shares of Short-Term Municipal Bond Fund, to be established upon consummation of the merger, in an amount equal to the total value of the National Limited-Term Tax-Free Fund A shares divided by current per share value of the new Short-Term Municipal Bond Fund A shares (presumed to equal the Short-Term Municipal Bond Fund Investor Class share value in this proforma).

4

Class B shares of National Limited-Term Tax-Free Fund are exchanged for new A shares of Short-Term Municipal Bond Fund, to be established upon consummation of the merger, in an amount equal to the total value of the National Limited-Term Tax-Free Fund B shares divided by current per share value of the new Short-Term Municipal Bond Fund A shares (presumed to equal the Short-Term Municipal Bond Fund Investor Class share value in this proforma).

5

Class C shares of National Limited-Term Tax-Free Fund are exchanged for C shares of Short-Term Municipal Bond Fund in an amount equal to the total value of the National Limited-Term Tax-Free Fund C shares divided by current per share value of the Short-Term Municipal Bond Fund C shares.

6

Administrator Class shares of National Limited-Term Tax-Free Fund are exchanged for new A shares of Short-Term Municipal Bond Fund, to be established upon consummation of the merger, in an amount equal to the total value of the National Limited-Term Tax-Free Fund Adm shares divided by current per share value of the new Short-Term Municipal Bond Fund A shares (presumed to equal the Short-Term Muni Bond Fund Investor Class share value in this proforma).

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents

Proforma Statement of Operations - For the Twelve Months Ended December 31, 2007 (Unaudited)

  Wells Fargo Advantage Funds

 

     National
Limited-Term
Tax-Free Fund
    Short-Term
Municipal
Bond Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Interest

   $ 3,865,710     $ 29,770,677       $ 33,636,387  

Income from affiliated securities

     57,237       427,615         484,852  
                                

Total investment income

     3,922,947       30,198,292       —         34,121,239  
                                

Expenses

        

Advisory fees

     350,411       2,577,040       (32,248 )1     2,895,203  

Administration fees

        

Fund Level

     43,801       332,582       1,503 1     377,886  

Class A

     9,357       —         235,198 1     244,555  

Class B

     873       —         (873 )1     —    

Class C

     1,771       7,355       1,286 1     10,412  

Administrator Class

     83,316       —         (83,316 )1     —    

Investor Class

     —         2,648,368         2,648,368  

Custody fees

     17,520       133,032         150,552  

Shareholder servicing fees

     218,715       1,630,552         1,849,267  

Accounting fees

     42,293       65,696       (33,638 )1     74,351  

Distribution fees

        

Class B

     2,338       —           2,338  

Class C

     4,744       23,033         27,777  

Professional fees

     20,802       30,671       (16,761 )2     34,712  

Registration fees

     24,364       41,638       (18,879 )2     47,123  

Shareholder reports

     6,485       50,585       (14,268 )2     42,802  

Trustees’ fees

     9,133       9,133       (7,930 )2     10,336  

Other fees and expenses

     1,091       11,414       413 2     12,918  
                                

Total expenses

     837,014       7,561,099       30,487       8,428,600  
                                

Less

        

Waived fees and reimbursed expenses

     (294,001 )     (3,142,949 )     (30,487 )     (3,467,437 )

Net expenses

     543,013       4,418,150       —         4,961,163  
                                

Net investment income (loss)

     3,379,934       25,780,142       —         29,160,076  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     (32,476 )     (710,904 )       (743,380 )

Futures transactions

     30,987       302,092         333,079  

Options, swap agreements and short sale transactions

     (24,536 )     (699,031 )       (723,567 )
                                

Net realized gain (loss) from Investments

     (26,025 )     (1,107,843 )     —         (1,133,868 )
                                

Net change in unrealized appreciation (depreciation) of

        

Securities, foreign currencies and foreign currency translation

     (208,143 )     1,095,555         887,412  

Futures transactions

     —         (79,730 )       (79,730 )

Options, swap agreements and short sale transactions

     (6,572 )     (138,356 )       (144,928 )
                                

Net change in unrealized appreciation (depreciation) of investments

     (214,715 )     877,469       —         662,754  
                                

Net realized and unrealized gain (loss) on investments

     (240,740 )     (230,374 )     —         (471,114 )
                                

Net increase (decrease) in net assets resulting from operations

   $ 3,139,194     $ 25,549,768     $ —       $ 28,688,962  
                                

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents

Proforma Portfolio of Investments - September 30, 2007 (Unaudited)

  Wells Fargo Advantage Funds

 

     Overseas Fund    International Equity Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Common Stocks - 96.54%

                 

Australia - 4.22%

                 

AXA Asia Pacific Holdings Limited

   116,905    $ 809,139    411,208    $ 2,846,109    528,113    $ 3,655,248

Bluescope Steel Limited

         264,200      2,520,210    264,200      2,520,210

Boral Limited

         264,000      1,684,334    264,000      1,684,334

Commonwealth Bank of Australia

         44,000      2,201,660    44,000      2,201,660

CSR Limited

         192,000      529,855    192,000      529,855

OneSteel Limited

         222,900      1,364,755    222,900      1,364,755

Orica Limited

   29,670      792,464    104,909      2,802,042    134,579      3,594,506

Perilya Limited

         253,500      897,524    253,500      897,524

Qantas Airways

         574,900      2,846,571    574,900      2,846,571

QBE Insurance Group Limited

   29,800      893,775    96,000      2,879,277    125,800      3,773,052

Rio Tinto Limited

   14,261      1,369,471    49,835      4,785,611    64,096      6,155,082

Santos Limited

   36,529      487,831    286,204      3,822,149    322,733      4,309,980

Telstra Corporation Limited

         340,800      1,318,504    340,800      1,318,504

Woodside Petroleum Limited

   17,820      793,792    67,950      3,026,834    85,770      3,820,626

Total Australia

        5,146,472         33,525,435         38,671,907

Austria - 0.60%

                 

OMV AG

   7,570      505,501    26,625      1,777,936    34,195      2,283,437

Voestalpine AG

         27,900      2,410,900    27,900      2,410,900

Wiener Staedtische Allgemeine Versicherung AG

         11,636      813,022    11,636      813,022

Total Austria

        505,501         5,001,858         5,507,359

Belgium - 0.97%

                 

Delhaize Group

   9,200      881,575    40,729      3,902,792    49,929      4,784,367

Dexia SA

         10,400      314,985    10,400      314,985

Fortis

   10,656      313,774    115,637      3,405,016    126,293      3,718,790

Umicore

         172      41,106    172      41,106

Total Belgium

        1,195,349         7,663,899         8,859,248

Brazil-0.10%

                 

Vivo Participacoes SA ADR

         187,890      931,934    187,890      931,934

Total Brazil

        —           931,934         931,934

Canada - 0.39%

                 

Canadian Pacific Railway Limited

         50,124      3,523,216    50,124      3,523,216

Total Canada

        —           3,523,216         3,523,216

China - 1.30%

                 

China Construction Bank Class H

         2,326,600      2,121,934    2,326,600      2,121,934

China Life Insurance Company Limited

         595,000      3,417,451    595,000      3,417,451

China Petroleum & Chemical Corporation (Sinopec)

         1,556,000      1,943,536    1,556,000      1,943,536

Industrial & Commercial Bank of China Limited Class H

   1,419,000      994,816    4,846,000      3,397,377    6,265,000      4,392,193

Total China

        994,816         10,880,298         11,875,114

Denmark - 0.23%

                 

Danske Bank A/S

         29,700      1,205,804    29,700      1,205,804

H. Lundbeck A/S

         33,700      915,358    33,700      915,358

Total Denmark

        —           2,121,162         2,121,162

Finland - 2.41%

                 

Elcoteq Network Oyj

         22,400      151,401    22,400      151,401

Fortum Oyj

   17,900      656,998    272,051      9,985,303    289,951      10,642,301

Kemira Oyj

         39,200      915,593    39,200      915,593

Metso Oyj

   8,870      610,904    29,659      2,042,707    38,529      2,653,611

Nokia Oyj

   37,900      1,440,793    105,900      4,025,858    143,800      5,466,651

Rautaruukki Oyj

         27,100      1,641,944    27,100      1,641,944

TietoEnator Oyj

         25,200      565,598    25,200      565,598

Total Finland

        2,708,695         19,328,404         22,037,099

France - 11.00%

                 

Alstom

   4,300      874,200    35,972      7,312,992    40,272      8,187,192

Arkema†

         910      55,421    910      55,421

BNP Paribas SA

         48,500      5,307,205    48,500      5,307,205

Bouygues SA

   7,200      621,038    92,187      7,951,620    99,387      8,572,658

Carrefour SA

   9,572      670,582    81,810      5,731,331    91,382      6,401,913

CNP Assurances

         10,000      1,279,214    10,000      1,279,214

Compagnie de Saint-Gobain

         26,600      2,776,104    26,600      2,776,104

Compagnie Generale des Etablissements Michelin

   5,903      793,587    29,649      3,985,952    35,552      4,779,539

Credit Agricole SA

         33,900      1,307,583    33,900      1,307,583

Electricite de France

         52,561      5,557,470    52,561      5,557,470


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas Fund    International Equity Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
LVMH Moet Hennessy Louis Vuitton SA    6,984    837,235    65,567    7,860,112    72,551    8,697,347

PagesJaunes SA

   62    1,274          62    1,274

Peugeot SA

         16,900    1,394,818    16,900    1,394,818

PPR SA

   2,225    418,609    7,607    1,431,173    9,832    1,849,782

Publicis Groupe

   15,808    650,092    54,059    2,223,134    69,867    2,873,226

Rallye SA

         14,600    1,040,939    14,600    1,040,939

Renault SA

         14,500    2,101,114    14,500    2,101,114

Sanofi-Aventis

   9,700    821,324    71,200    6,028,684    80,900    6,850,008

Societe Generale

         10,600    1,778,733    10,600    1,778,733

Technip SA

   9,659    863,579    80,818    7,225,668    90,477    8,089,247

Total SA

   18,316    1,489,225    100,600    8,179,515    118,916    9,668,740

Valeo SA

         26,899    1,496,669    26,899    1,496,669

Vinci SA

         60,038    4,690,616    60,038    4,690,616

Vivendi Universal SA

   20,830    879,191    120,955    5,105,260    141,785    5,984,451

Total France

      8,919,936       91,821,327       100,741,263

Germany - 11.06%

                 

Allianz SE

   4,400    1,028,020    47,244    11,038,129    51,644    12,066,149

Altana AG

         6,900    166,279    6,900    166,279

Arcandor AG

   18,800    629,446    65,600    2,196,364    84,400    2,825,810

BASF AG

         39,300    5,435,840    39,300    5,435,840

Bayer AG

         80,176    6,381,703    80,176    6,381,703

Bayerische Motoren Werke AG

         14,300    922,285    14,300    922,285

Celesio AG

         3,049    192,429    3,049    192,429

Commerzbank AG

   11,674    472,593    39,781    1,610,436    51,455    2,083,029

DaimlerChrysler AG

   13,000    1,309,473    134,495    13,547,501    147,495    14,856,974

Deutsche Bank AG

   8,500    1,095,453    53,200    6,856,245    61,700    7,951,698

Deutsche Lufthansa AG

         66,800    1,921,254    66,800    1,921,254

Deutsche Telekom AG

         237,935    4,675,305    237,935    4,675,305

E.ON AG

   5,100    942,928    19,900    3,679,268    25,000    4,622,196

Fraport AG

         42,273    2,922,925    42,273    2,922,925

GEA Group AG

   15,451    543,536    54,201    1,906,684    69,652    2,450,220

Heidelberger Druckmaschinen AG

         26,900    1,176,820    26,900    1,176,820

IVG Immobilien AG

         20,293    756,405    20,293    756,405

Linde AG

         35,538    4,413,302    35,538    4,413,302

Muenchener Rueckversicherungs Gesellschaft AG

         13,300    2,555,920    13,300    2,555,920

RWE AG

         21,776    2,738,729    21,776    2,738,729

Siemens AG

   6,100    838,686    43,977    6,046,375    50,077    6,885,061

Thyssenkrupp AG

         74,400    4,737,989    74,400    4,737,989

TUI AG

         28,200    757,587    28,200    757,587

United Internet AG

         59,960    1,350,038    59,960    1,350,038

Wacker Chemie AG

         27,539    6,445,231    27,539    6,445,231

Total Germany

      6,860,135       94,431,043       101,291,178

Greece - 0.40%

                 

Alpha Bank AE

   27,552    960,189    76,628    2,670,491    104,180    3,630,680

Total Greece

      960,189       2,670,491       3,630,680

Hong Kong - 7.01%

                 

Bank of East Asia Limited

         534,200    2,996,086    534,200    2,996,086

Cheung Kong Holdings Limited

   70,000    1,154,383    240,000    3,957,884    310,000    5,112,267

China Merchants Holdings International Company (Hong Kong) Limited

         414,600    2,578,633    414,600    2,578,633

China Mobile (Hong Kong) Limited

   84,000    1,375,535    427,900    7,007,039    511,900    8,382,574

China Netcom Group Corporation (Hong Kong) Limited

         821,700    2,198,571    821,700    2,198,571

China Resources Land (Hong Kong) Limited

         1,320,200    2,751,177    1,320,200    2,751,177

China Unicom (Hong Kong) Limited

         2,805,100    5,802,274    2,805,100    5,802,274

CITIC Pacific Limited

         421,000    2,686,134    421,000    2,686,134

Denway Motors Limited

         2,106,500    1,222,086    2,106,500    1,222,086

Guangdong Investment Limited

   1,264,000    866,639    2,527,000    1,732,592    3,791,000    2,599,231

Hang Lung Properties Limited

   211,000    944,551    728,000    3,258,926    939,000    4,203,477

Hutchinson Whampoa Limited

         473,700    5,066,750    473,700    5,066,750

NWS Holdings Limited

         596,732    1,403,199    596,732    1,403,199

Orient Overseas International Limited

         275,220    2,618,075    275,220    2,618,075

Sun Hung Kai Properties Limited

   52,000    876,271    409,800    6,905,690    461,800    7,781,961

Swire Pacific Limited

         327,258    3,967,669    327,258    3,967,669

Television Broadcasts Limited

   95,000    570,695    320,000    1,922,342    415,000    2,493,037

Tencent Holdings Limited

         42,000    271,217    42,000    271,217

Total Hong Kong

      5,788,074       58,346,344       64,134,418

India - 0.17%

                 

Infosys Technologies Limited ADR

   7,400    358,086    25,500    1,233,945    32,900    1,592,031

Total India

      358,086       1,233,945       1,592,031


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas Fund    International Equity Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
Ireland - 0.52%                  

Allied Irish Banks plc

         36,500    884,798    36,500    884,798

Irish Life & Permanent plc

         65,300    1,447,925    65,300    1,447,925

Connemara Green Marble Quarries plc(a)

   254,000    —            254,000    —  

Experian Group Limited

   51,240    542,006    174,450    1,845,295    225,690    2,387,301

Total Ireland

      542,006       4,178,018       4,720,024

Italy - 2.40%

                 

ENI SpA

   32,800    1,215,577    217,330    8,054,310    250,130    9,269,887

Fiat SpA

         130,800    3,955,950    130,800    3,955,950

Hera SpA

         45,030    185,889    45,030    185,889

Intesa Sanpaolo

         276,875    2,137,886    276,875    2,137,886

Mediobanca SpA

         76,591    1,675,350    76,591    1,675,350

UniCredito Italiano SpA

   77,300    661,353    290,100    2,481,997    367,400    3,143,350

Unione di Banche Italiane Scpa

         61,200    1,644,997    61,200    1,644,997

Total Italy

      1,876,930       20,136,379       22,013,309

Japan - 16.43%

                 

ACOM Company Limited

         9,000    200,583    9,000    200,583

Alpine Electronics Incorporated

         34,300    505,251    34,300    505,251

Alps Electric Company Limited

         58,600    705,047    58,600    705,047

Asahi Breweries Limited

         300    4,571    300    4,571

Asahi Kasei Corporation

         183,000    1,478,466    183,000    1,478,466

Bank of Yokohama Limited

   51,000    352,092    181,000    1,249,580    232,000    1,601,672

Central Glass Company Limited

         161,000    811,553    161,000    811,553

Chugai Pharmaceutical Company Limited

         72,900    1,203,946    72,900    1,203,946

Cosmo Oil Company Limited

         321,000    1,531,433    321,000    1,531,433

Credit Saison Company Limited

         135,900    3,502,059    135,900    3,502,059

Denki Kagaku Kogyo Kabushiki Kaisha

         342,000    1,920,428    342,000    1,920,428

East Japan Railway Company

   110    867,627    351    2,768,520    461    3,636,147

FamilyMart Company Limited

         49,800    1,298,490    49,800    1,298,490

Fanuc Limited

   8,900    907,317    30,300    3,088,957    39,200    3,996,274

Fuji Heavy Industries Limited

         174,000    764,985    174,000    764,985

Fujitsu Limited

   68,000    480,703    234,000    1,654,185    302,000    2,134,888

Hitachi Capital Corporation

         51,100    642,837    51,100    642,837

Hokkaido Electric Power Company Incorporated

         68,300    1,477,608    68,300    1,477,608

Honda Motor Company Limited

         61,800    2,076,768    61,800    2,076,768

Ibiden Company Limited

   6,800    572,463    23,300    1,961,529    30,100    2,533,992

Inpex Holdings Incorporated

   78    801,288    265    2,722,326    343    3,523,614

Isetan Company Limited

   57,200    771,365    194,900    2,628,304    252,100    3,399,669

Japan Tobacco Incorporated

         972    5,339,590    972    5,339,590

Jupiter Telecommunications Company Limited†

         3,399    2,639,540    3,399    2,639,540

Kansai Electric Power Company Incorporated

         68,100    1,556,283    68,100    1,556,283

Kao Corporation

   33,000    985,418    106,000    3,165,281    139,000    4,150,699

Kirin Brewery Company Limited

         130,700    1,729,543    130,700    1,729,543

Maeda Road Construction Company Limited

         102,000    893,327    102,000    893,327

Marubeni Corporation

         325,400    2,985,867    325,400    2,985,867

Matsushita Electric Industrial Company Limited

         77,000    1,444,609    77,000    1,444,609

Mitsubishi Chemical Holdings Corporation

         180,200    1,568,798    180,200    1,568,798

Mitsubishi Corporation

   32,000    1,014,060    108,500    3,438,297    140,500    4,452,357

Mitsubishi Estate Company Limited

         72,000    2,062,247    72,000    2,062,247

Mitsubishi Heavy Industries Limited

         853,600    5,580,931    853,600    5,580,931

Mitsubishi UFJ Financial Group Incorporated

   57    538,117    195    1,840,926    252    2,379,043

Mitsui Fudosan Company Limited

   45,000    1,249,728    218,651    6,072,317    263,651    7,322,045

Murata Manufacturing Company Limited

   14,400    1,038,019    49,100    3,539,355    63,500    4,577,374

Nippon Electric Glass Company Limited

   62,000    998,564    213,000    3,430,549    275,000    4,429,113

Nippon Oil Corporation

         248,000    2,303,713    248,000    2,303,713

Nippon Steel Corporation

         12,000    86,397    12,000    86,397

Nippon Telegraph & Telephone Corporation

         600    2,805,032    600    2,805,032

Nissan Motor Company Limited

         145,200    1,454,971    145,200    1,454,971

Nomura Holdings Incorporated

   36,600    613,691    283,000    4,745,205    319,600    5,358,896

Nomura Research Institute Limited

   10,700    364,228    36,400    1,239,055    47,100    1,603,283

NTT DoCoMo Incorporated

         1,800    2,569,973    1,800    2,569,973

Oji Paper Company Limited

         276,000    1,335,968    276,000    1,335,968

Orix Corporation

         14,510    3,309,642    14,510    3,309,642

Promise Company Limited

         19,400    472,903    19,400    472,903

Rengo Company Limited

         103,000    694,946    103,000    694,946

Ricoh Company Limited

         66,000    1,396,248    66,000    1,396,248

Ryosan Company Limited

         43,200    1,081,269    43,200    1,081,269

Sankyo Company Limited

         31,900    1,291,386    31,900    1,291,386

Santen Pharmaceutical Company Limited

         36,800    921,081    36,800    921,081


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas Fund    International Equity Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
Seiko Epson Corporation          11,800    292,265    11,800    292,265

Shin-Etsu Chemical Company Limited

   7,200    497,697    24,600    1,700,466    31,800    2,198,163

Showa Shell Sekiyu KK

         60,400    776,658    60,400    776,658

Sumitomo Bakelite Company Limited

         154,000    886,206    154,000    886,206

Sumitomo Corporation

         137,500    2,657,467    137,500    2,657,467

Sumitomo Metal Industries Limited

   199,000    1,160,754    679,000    3,960,562    878,000    5,121,316

Sumitomo Trust & Banking Company Limited

   51,000    385,836    258,000    1,951,874    309,000    2,337,710

Takefuji Corporation

         11,800    234,223    11,800    234,223

Tanabe Seiyaku Company Limited

         155,000    1,956,645    155,000    1,956,645

Tokyo Electric Power Company Incorporated

         19,900    502,416    19,900    502,416

Tokyu Land Corporation

         116,500    1,169,412    116,500    1,169,412

Toppan Printing Company Limited

         96,000    988,708    96,000    988,708

Toshiba TEC Corporation

         209,000    1,291,864    209,000    1,291,864

Toyota Motor Corporation

   17,000    1,003,439    113,500    6,699,429    130,500    7,702,868

Urban Corporation

         116,400    1,887,896    116,400    1,887,896

Yamaha Motor Company Limited

   15,500    395,377    53,000    1,351,935    68,500    1,747,312

Total Japan

      14,997,783       135,500,701       150,498,484

Luxembourg - 0.89%

                 

Arcelormittal

   14,288    1,127,694    48,462    3,824,911    62,750    4,952,605

RTL Group SA

         10,658    1,082,837    10,658    1,082,837

Tenaris SA

         52,192    1,378,311    52,192    1,378,311

Tenaris SA ADR

         14,600    768,252    14,600    768,252

Total Luxembourg

      1,127,694       7,054,311       8,182,005

Mexico - 0.22%

                 

Grupo Televisa SA ADR

         83,700    2,023,029    83,700    2,023,029

Total Mexico

      —         2,023,029       2,023,029

Netherlands - 2.83%

                 

Aegon NV

         194,200    3,719,012    194,200    3,719,012

ASML Holding NV†

   22,900    759,208    230,651    7,646,816    253,551    8,406,024

ING Groep NV

   6,400    284,094    111,300    4,940,565    117,700    5,224,659

Koninklijke (Royal) KPN NV

   26,700    463,345    146,300    2,538,852    173,000    3,002,197

Randstad Holdings NV

   8,500    459,489    29,600    1,600,103    38,100    2,059,592

Wolters Kluwer NV

   26,300    780,798    91,100    2,704,590    117,400    3,485,388

Total Netherlands

      2,746,934       23,149,938       25,896,872

Norway - 1.49%

                 

Cermaq ASA

         74,400    1,380,014    74,400    1,380,014

Norsk Hydro ASA

         46,800    2,035,632    46,800    2,035,632

Orkla ASA

         222,802    3,979,751    222,802    3,979,751

Renewable Energy Corporation AS†

         35,150    1,620,176    35,150    1,620,176

Seadrill Limited†

         206,300    4,639,717    206,300    4,639,717

Total Norway

      —         13,655,290       13,655,290

Portugal - 0.13%

                 

Banco Comercial Portugues SA

         281,300    1,167,253    281,300    1,167,253

Total Portugal

      —         1,167,253       1,167,253

Qatar - 0.03%

                 

Industries Qatar

         8,356    293,914    8,356    293,914

Total Qater

      —         293,914       293,914

Russia - 1.79%

                 

Gazprom ADR

         15,400    675,290    15,400    675,290

Lukoil ADR

   10,135    844,246    93,002    7,747,067    103,137    8,591,313

Mining & Metallurgical Company Norilsk Nickel GDR

         7,000    1,904,000    7,000    1,904,000

RAO Unified Energy System GDR

         27,003    3,267,363    27,003    3,267,363

VTB Bank OJSC GDR††

   48,803    436,787    169,564    1,517,598    218,367    1,954,385

Total Russia

      1,281,033       15,111,318       16,392,351

Singapore - 1.01%

                 

CapitaLand Limited

   113,000    619,960    395,000    2,167,115    508,000    2,787,075

MobilOne Limited

         389,791    537,914    389,791    537,914

Neptune Orient Lines Limited

         398,000    1,419,993    398,000    1,419,993

Oversea-Chinese Banking Corporation Limited

         117,300    702,773    117,300    702,773

Singapore Airlines Limited†

         107,333    1,372,826    107,333    1,372,826

Singapore Telecommunications Limited

         121,000    327,445    121,000    327,445

United Overseas Bank Limited

   34,000    505,823    109,000    1,621,609    143,000    2,127,432

Total Singapore

      1,125,783       8,149,675       9,275,458


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas Fund    International Equity Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

South Africa - 0.16%

                 

MTN Group Limited

         5,973    90,601    5,973    90,601

Naspers Limited

         50,519    1,400,743    50,519    1,400,743

Total South Africa

      —         1,491,344       1,491,344

South Korea - 1.16%

                 

Hana Financial Group Incorporated

         46,239    2,180,084    46,239    2,180,084

Kookmin Bank

         54,358    4,525,874    54,358    4,525,874

NHN Corporation†

         17,064    3,949,033    17,064    3,949,033

Total South Korea

      —         10,654,991       10,654,991

Spain - 3.00%

                 

Indra Sistemas SA

   18,768    507,677    63,799    1,725,773    82,567    2,233,450

Banco Bilbao Vizcaya Argentaria SA

         61,000    1,429,993    61,000    1,429,993

Repsol YPF SA

         104,000    3,714,868    104,000    3,714,868

Banco Santander Central Hispano SA

         210,200    4,085,366    210,200    4,085,366

Telefonica SA

   29,200    817,345    318,459    8,914,073    347,659    9,731,418

Industria de Diseno Textil SA

         43,426    2,926,482    43,426    2,926,482

Gamesa Corporation Tecnologica SA

         81,193    3,317,001    81,193    3,317,001

Total Spain

      1,325,022       26,113,556       27,438,578

Sweden - 1.47%

                 

Assa Abloy AB Class B

         12,400    257,367    12,400    257,367

Electrolux AB Class B

         40,900    866,351    40,900    866,351

Nordea AB

         164,600    2,868,450    164,600    2,868,450

Skanska AB Class B

   20,300    402,434    68,800    1,363,914    89,100    1,766,348

Swedbank AB

   15,522    519,078    54,307    1,816,104    69,829    2,335,182

Telefonaktiebolaget LM Ericsson Class B

   181,000    724,663    616,400    2,467,857    797,400    3,192,520

Volvo AB Class B

         126,500    2,203,508    126,500    2,203,508

Total Sweden

      1,646,175       11,843,551       13,489,726

Switzerland - 7.48%

                 

Adecco SA

         34,289    2,027,741    34,289    2,027,741

Baloise Holding AG

         9,900    1,001,692    9,900    1,001,692

Ciba Specialty Chemicals AG

         16,900    861,512    16,900    861,512

Credit Suisse Group

   10,900    723,702    106,300    7,057,754    117,200    7,781,456

Georg Fischer AG

         3,100    2,134,121    3,100    2,134,121

Holcim Limited

   8,700    960,979    45,660    5,043,484    54,360    6,004,463

Nestle SA

         21,019    9,442,076    21,019    9,442,076

Novartis AG

   17,000    938,158    85,000    4,690,788    102,000    5,628,946

Novartis AG ADR

   11,220    616,650          11,220    616,650

Rieter Holding AG

         3,600    1,948,035    3,600    1,948,035

Roche Holdings AG Genusschein

   8,463    1,534,498    54,517    9,884,937    62,980    11,419,435

Roche Holdings AG - Bearer Shares

         5,324    1,113,044    5,324    1,113,044

Swiss Reinsurance

         54,950    4,894,408    54,950    4,894,408

Swisscom AG

         5,600    2,129,611    5,600    2,129,611

UBS AG

   12,700    682,860    62,300    3,349,779    75,000    4,032,639

Valora Holding AG

         2,900    580,125    2,900    580,125

Verwaltungs-Und Privat-Bank AG

         6,400    1,550,183    6,400    1,550,183

Zurich Financial Services AG

   3,100    929,933    14,800    4,439,680    17,900    5,369,613

Total Switzerland

      6,386,780       62,148,970       68,535,750

Taiwan - 0.25%

                 

Taiwan Semiconductor Manufacturing Company Limited ADR

   47,033    475,974    176,578    1,786,969    223,611    2,262,943

Total Taiwan

      475,974       1,786,969       2,262,943

United Kingdom - 15.36%

                 

Alliance & Leicester plc

         117,400    1,902,382    117,400    1,902,382

AstraZeneca plc

         71,300    3,572,586    71,300    3,572,586

Aviva plc

   58,500    880,923    258,624    3,894,493    317,124    4,775,416

BAE Systems plc

   86,000    868,340    317,400    3,204,782    403,400    4,073,122

Barclays plc

   65,000    791,953    582,880    7,101,748    647,880    7,893,701

Barratt Developments plc

         93,600    1,432,458    93,600    1,432,458

BP plc

         288,400    3,348,617    288,400    3,348,617

Bradford & Bingley plc

         129,100    800,338    129,100    800,338

Brit Insurance Holdings plc

         298,800    2,087,736    298,800    2,087,736

British Sky Broadcasting plc

   71,000    1,009,596    244,720    3,479,835    315,720    4,489,431

BT Group plc

         569,600    3,577,772    569,600    3,577,772

DS Smith plc

         374,500    1,430,925    374,500    1,430,925

DSG International plc

         677,500    1,871,317    677,500    1,871,317

easyJet plc†

   37,200    399,202    126,900    1,361,794    164,100    1,760,996

EMAP plc

   39,166    704,373    152,260    2,738,288    191,426    3,442,661


Table of Contents
Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas Fund     International Equity Fund     Pro Forma Combined  
     Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
    Shares or
Principal
Amount
   Value
(Note 2)
 

GKN plc

        283,000      2,049,718     283,000      2,049,718  

GlaxoSmithKline plc

   28,800      764,252     274,180      7,275,789     302,980      8,040,041  

GlaxoSmithKline plc ADR

   19,000      1,010,800          19,000      1,010,800  

HBOS plc

        202,200      3,783,286     202,200      3,783,286  

HSBC Holdings plc

        74,800      1,384,250     74,800      1,384,250  

Invesco plc

   33,100      447,984     116,200      1,572,680     149,300      2,020,664  

Johnson Matthey plc

   12,231      417,159     41,641      1,420,238     53,872      1,837,397  

Legal & General Group plc

   510,400      1,395,152     924,600      2,527,346     1,435,000      3,922,498  

Lloyds TSB Group plc

        743,792      8,255,732     743,792      8,255,732  

National Grid plc

   56,338      903,695     514,856      8,258,596     571,194      9,162,291  

Northern Foods plc

        348,700      697,386     348,700      697,386  

OAO TMK GDR

        16,247      671,001     16,247      671,001  

Old Mutual plc

        477,500      1,566,070     477,500      1,566,070  

Rolls Royce Group plc

   67,227      718,678     403,222      4,310,572     470,449      5,029,250  

Royal & Sun Alliance Insurance Group plc

        699,200      2,210,214     699,200      2,210,214  

Royal Bank of Scotland Group plc

        93,600      1,005,401     93,600      1,005,401  

Royal Dutch Shell plc Class A

   22,200      916,143     125,541      5,180,788     147,741      6,096,931  

Royal Dutch Shell plc Class B

        138,000      5,680,825     138,000      5,680,825  

Scottish & Newcastle plc

        154,930      1,938,368     154,930      1,938,368  

Smiths Group plc

   20,760      454,056     90,773      1,985,365     111,533      2,439,421  

Standard Chartered plc

        92,521      3,028,759     92,521      3,028,759  

Tate & Lyle plc

        83,000      683,515     83,000      683,515  

Taylor Woodrow plc

        303,500      1,712,296     303,500      1,712,296  

Vodafone Group plc

   323,260      1,167,350     3,200,625      11,558,031     3,523,885      12,725,381  

William Morrison Supermarkets plc

        806,122      4,655,208     806,122      4,655,208  

Wolseley plc

   15,233      257,592     53,457      903,965     68,690      1,161,557  

Yell Group plc

   37,200      326,516     130,550      1,145,878     167,750      1,472,394  

Total United Kingdom

        13,433,764          127,266,348          140,700,112  

USA - 0.06%

               

DryShips Incorporated

        6,400      581,440     6,400      581,440  

Total USA

        —            581,440          581,440  
                                       

Total Common Stocks (Cost $64,560,579, $612,601,076 and $677,161,655, respectively)

        80,403,131          803,786,351          884,189,482  
                                       

Rights - 0.00%

               

Citic Pacific Rights†

        16,840      12,737     16,840      12,737  
                                       

Total Rights

        —            12,737     —        12,737  
                                       

Collateral for Securities Lending - 2.93%

               

Collateral Invested In Money Market Funds

               

Bank of New York Institutional Cash Reserve Fund

        2,228,673          24,583,423          26,812,096  

Total Collateral Invested In Money Market Funds

        2,228,673          24,583,423          26,812,096  
                                       

Total Collateral for Securities Lending (Cost $2,228,673, $24,583,423 and $26,812,096, respectively)

        2,228,673          24,583,423          26,812,096  
                                       

Short-Term Investments (a) - 3.13%

               

Mutual Funds

               

Wells Fargo Advantage Money Market Trust~‡

        1,681,702          26,961,219          28,642,921  

Total Mutual Funds

        1,681,702          26,961,219          28,642,921  
                                       

Total Short-Term Investments (Cost $1,681,702, $26,961,219 and $28,642,921, respectively)

        1,681,702          26,961,219          28,642,921  
                                       

Total Investments in Securities (Cost $68,470,954, $664,145,718 and $732,616,672, respectively) 102.60%*

        84,313,506          855,343,730          939,657,236  

Other Assets and Liabilities, Net ( -2.60%)

        (2,280,788 )        (21,546,633 )        (23,827,421 )
                                       

Net Assets 100.0%

      $ 82,032,718        $ 833,797,097        $ 915,829,815  
                                       

 

Non-income earning securities.
(a) Security fair valued in accordance with the procedures approved by the Board of Trustees.
†† Securities that may be resold to “qualified institutional buyers” under rule 144A or securities offered pursuant to section 4(2) of the Securities Act of 1933, as amended.
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The fund does not pay an investment advisory fee for such investments.
Security of an affiliate of the fund with a cost of $1,681,702, $26,961,219, $28,642,921 respectively)
* Cost for federal income tax purposes is $68,470,954, $664,145,718, and $732,616,672, respectively)

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Assets and Liabilities - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas
Fund
   International
Equity Fund
   Proforma
Adjustments
    Proforma
Combined

Assets

          

Investments

          

In securities, at market value

   $ 80,403,131    $ 803,799,088      $ 884,202,219

Collateral for securities loaned

     2,228,673      24,583,423        26,812,096

Investments in affiliates

     1,681,702      26,961,219        28,642,921
                            

Total investments at market value (see cost below)

     84,313,506      855,343,730      —         939,657,236
                            

Cash

     —        50,000        50,000

Foreign currency, at value

     —        4,586,332        4,586,332

Receivable for Fund shares issued

     5,095      96,647        101,742

Receivable for investments sold

     910,679      6,514,296        7,424,975

Receivables for dividends and interest

     189,170      2,516,995        2,706,165
                            

Total assets

     85,418,450      869,108,000      —         954,526,450
                            

Liabilities

          

Payable for Fund shares redeemed

     68,949      245,278        314,227

Payable for investments purchased

     1,034,534      9,490,283        10,524,817

Payable to investment advisor and affiliates

     49,797      642,169        691,966

Payable for securities loaned

     2,228,673      24,583,423        26,812,096

Accrued expenses and other liabilities

     3,779      349,750        353,529
                            

Total liabilities

     3,385,732      35,310,903      —         38,696,635
                            

Total net assets

   $ 82,032,718    $ 833,797,097    $ —       $ 915,829,815
                            

NET ASSETS CONSIST OF

          

Paid-in capital

   $ 64,979,376    $ 573,567,914      $ 638,547,290

Undistributed net investment income (loss)

     643,507      10,211,558        10,855,065

Undistributed net realized gain (loss) on investments

     566,646      58,717,943        59,284,589

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     15,843,189      191,299,682        207,142,871
                            

Total net assets

   $ 82,032,718    $ 833,797,097    $ —       $ 915,829,815
                            

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

          

Net assets – Class A

     NA    $ 62,693,045      $ 62,693,045

Shares outstanding – Class A

     NA      3,216,672        3,216,672

Net asset value per share – Class A

     NA    $ 19.49      $ 19.49

Maximum offering price per share – Class A2

     NA    $ 20.68      $ 20.68

Net assets – Class B

     NA    $ 9,579,347      $ 9,579,347

Shares outstanding – Class B

     NA      517,123        517,123

Net asset value and offering price per share – Class B

     NA    $ 18.52      $ 18.52

Net assets – Class C

     NA    $ 1,960,879      $ 1,960,879

Shares outstanding – Class C

     NA      106,200        106,200

Net asset value and offering price per share – Class C

     NA    $ 18.46      $ 18.46

Net assets – Administrator Class

     NA    $ 689,807,859      $ 689,807,859

Shares outstanding – Administrator Class

     NA      35,412,072        35,412,072

Net asset value and offering price per share – Administrator Class

     NA    $ 19.48      $ 19.48

Net assets – Institutional Class

   $ 9,080,258    $ 69,755,967      $ 78,836,225

Shares outstanding – Institutional Class

     654,093      3,577,958      (189,168 )3     4,042,883

Net asset value and offering price per share – Institutional Class

   $ 13.88    $ 19.50      $ 19.50

Net assets – Investor Class

   $ 72,952,460      NA      $ 72,952,460

Shares outstanding – Investor Class

     5,286,099      NA      (1,541,106 )4     3,744,993

Net asset value and offering price per share – Investor Class

   $ 13.80      NA      $ 19.48
                            

Investments at cost

   $ 68,470,954    $ 664,145,718    $ —       $ 732,616,672
                            

Foreign currencies at cost

   $ —      $ 4,513,214    $ —       $ 4,513,214
                            

Securities on loan, at market value

   $ 2,134,561    $ 23,444,573    $ —       $ 25,579,134
                            

 

1

Each Fund has an unlimited number of authorized shares.

2

Maximum offering price is computed as 100/94.25 of net asset value. On investment of $50,000 or more, the offering price is reduced.

3

Institutional Class shares (“I shares”) of Overseas Fund are exchanged for I shares of International Equity Fund in an amount equal to the total value of the Overseas Fund I shares divided by the current per share value of the International Equity Fund I shares.

4

Investor Class shares (“Inv shares”) of Overseas Fund are exchanged for new Inv shares of International Equity Fund, to be established upon consummation of the merger, in an amount equal to the total value of the Overseas Fund Inv shares divided by current per share value of the new International Equity Fund Inv shares (presumed to equal the International Equity Fund Administrator Class share value in this proforma).

The accompanying notes are an integral part of these proforma financial statements.


Table of Contents
Proforma Statement of Operations - For the Twelve Months Ended September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Overseas
Fund
    International
Equity Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Dividends(a)

   $ 1,918,841     $ 21,408,778       $ 23,327,619  

Income from affiliated securities

     50,914       724,667         775,581  

Securities lending income, net

     38,707       497,761         536,468  
                                

Total investment income

     2,008,462       22,631,206       —         24,639,668  
                                

Expenses

        

Advisory fees

     715,961       7,578,696       (16,321 )1     8,278,336  

Administration fees

        

Fund Level

     37,682       407,188         444,870  

Class A

     —         161,031         161,031  

Class B

     —         36,130         36,130  

Class C

     —         5,224         5,224  

Administrator Class

     —         695,999         695,999  

Institutional Class

     5,787       36,876         42,663  

Investor Class

     272,524       —           272,524  

Custody fees

     75,364       814,376         889,740  

Shareholder servicing fees

     170,328       1,920,699       7,408 1     2,098,435  

Accounting fees

     31,403       152,033       (17,334 )1     166,102  

Distribution fees

        

Class B

     —         96,777         96,777  

Class C

     —         13,992         13,992  

Professional fees

     28,660       39,764       (24,980 )2     43,444  

Registration fees

     24,873       121,267       (13,651 )2     132,489  

Shareholder reports

     18,660       341,394       (90,014 )2     270,040  

Trustees’ fees

     8,955       8,955       (8,065 )2     9,845  

Other fees and expenses

     10,150       53,884       (5,225 )2     58,809  
                                

Total expenses

     1,400,347       12,484,285       (168,182 )     13,716,450  
                                

Less

        

Waived fees and reimbursed expenses

     (336,755 )     (2,102,162 )     168,182       (2,270,735 )

Net expenses

     1,063,592       10,382,123       —         11,445,715  
                                

Net investment income (loss)

     944,870       12,249,083       —         13,193,953  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from Securities, foreign currencies and foreign currency translation

     8,380,783       112,938,262         121,319,045  
                                

Net realized gain (loss) from Investments

     8,380,783       112,938,262       —         121,319,045  
                                

Net change in unrealized appreciation (depreciation) of Securities, foreign currencies and foreign currency translation

     6,746,628       51,673,148         58,419,776  
                                

Net change in unrealized appreciation (depreciation) of investments

     6,746,628       51,673,148       —         58,419,776  
                                

Net realized and unrealized gain (loss) on investments

     15,127,411       164,611,410       —         179,738,821  
                                

Net increase (decrease) in net assets resulting from operations

   $ 16,072,281     $ 176,860,493     $ —       $ 192,932,774  
                                

a Net of foreign withholding taxes of

   $ 164,835     $ 1,929,836     $ —       $ 2,094,671  

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


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Balanced Fund/Asset Allocation Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage Balanced Fund (“Target Fund”) into the Wells Fargo Advantage Asset Allocation Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on September 30, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended September 30, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is September 30 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at September 30, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of September 30, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of September 30, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at September 30, 2007:


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Class of Shares

   Shares of Acquiring
Fund Pre-

Reorganization
   Additional Shares
Assumed Issued in
Reorganization
   Total Shares
Outstanding Post-
Reorganization

Class A

   39,572,395    5,562,226    45,134,621

Class B

   6,054,751    0    6,054,751

Class C

   2,560,679    0    2,560,679

Administrator

   2,143,423    0    2,143,423

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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Corporate Bond Fund/Income Plus Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”)of the Wells Fargo Advantage Corporate Bond Fund (“Target Fund”) into the Wells Fargo Advantage Income Plus Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on November 30, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended November 30, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is May 31 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at November 30, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of November 30, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of November 30, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at November 30, 2007:


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Class of Shares

   Shares of Acquiring
Fund Pre-

Reorganization
   Additional Shares
Assumed Issued in
Reorganization
   Total Shares
Outstanding Post-
Reorganization

Class A

   3,624,223    1,472,287    5,096,510

Class B

   832,299    0    832,299

Class C

   445,401    0    445,401

Institutional

   0    2,172,730    2,172,730

Investor

   0    18,687,168    18,687,168

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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High Yield Bond Fund/High Income Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage High Yield Bond Fund (“Target Fund”) into the Wells Fargo Advantage High Income Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on November 30, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended November 30, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is May 31 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at November 30, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of November 30, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of November 30, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at November 30, 2007:


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Class of Shares

   Shares of Acquiring
Fund Pre-

Reorganization
   Additional Shares
Assumed Issued in
Reorganization
    Total Shares
Outstanding Post-
Reorganization

Class A

   0    22,724,436     22,724,436

Class B

   0    1,888,123     1,888,123

Class C

   0    1,315,922     1,315,922

Advisor

   14,384,845    (14,384,845 )   0

Institutional

   33,851    0     33,851

Investor

   26,191,075    0     26,191,075

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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Intermediate Government Income Fund/Government Securities Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage Intermediate Government Income Fund (“Target Fund”) into the Wells Fargo Advantage Government Securities Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on November 30, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended November 30, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is May 31 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at November 30, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of November 30, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of November 30, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at November 30, 2007:


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Class of Shares

   Shares of Acquiring
Fund Pre-

Reorganization
   Additional Shares
Assumed Issued in
Reorganization
    Total Shares
Outstanding Post-
Reorganization

Class A

   0    16,488,597     16,488,597

Class B

   0    1,138,750     1,138,750

Class C

   150,489    675,080     825,569

Administrator

   14,040,472    21,537,037     35,577,509

Advisor

   5,955,605    (5,955,605 )   0

Institutional

   24,675,414    0     24,675,414

Investor

   81,768,299    0     81,768,299

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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National Limited-Term Tax-Free Fund/Short-Term Municipal Bond Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage National Limited-Term Tax-Free Fund (“Target Fund”) into the Wells Fargo Advantage Short-Term Municipal Bond Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization. In connection with the Reorganizations, Class B shares of the National Limited-Term Tax-Free Fund were closed to new investors and additional investments from existing shareholders, effective at the close of business December 20, 2007.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus (except for the Class B shares of the National Limited-Term Tax-Free Fund). The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on December 31, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended December 31, 2007. These statements have


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been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.

The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is June 30 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.


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3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at December 31, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of December 31, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of December 31, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at December 31, 2007:

 

Class of Shares

   Shares of Acquiring
Fund Pre-

Reorganization
   Additional Shares
Assumed Issued in
Reorganization
   Total Shares
Outstanding Post-
Reorganization

Class A

   0    8,437,207    8,437,207

Class C

   367,148    61,823    428,971

Investor

   69,329,850    0    69,329,850

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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National Tax-Free Fund/Municipal Bond Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage National Tax-Free Fund (“Target Fund”) into the Wells Fargo Advantage Municipal Bond Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on December 31, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended December 31, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is June 30 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at December 31, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of December 31, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of December 31, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at December 31, 2007:


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Class of Shares

   Shares of Acquiring
Fund Pre-Reorganization
   Additional Shares
Assumed Issued in
Reorganization
   Total Shares
Outstanding Post-
Reorganization

Class A

   13,081,330    9,828,064    22,909,394

Class B

   778,980    1,134,507    1,913,487

Class C

   206,887    721,370    928,257

Administrator

   1,666,348    15,518,482    17,184,830

Investor

   26,442,983    0    26,442,983

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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Overseas Fund/International Equity Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage Overseas Fund (“Target Fund”) into the Wells Fargo Advantage International Equity Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a tax-free transaction and it is anticipated that no gain or loss for federal income tax purposes would be recognized by shareholders as a result of the Reorganization. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on September 30, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended September 30, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year end is September 30 for both the Target Fund and the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by the Funds’ Fair Valuation Procedures approved by the Board.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at September 30, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the Target Fund as of September 30, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of September 30, 2007. The proforma number of shares outstanding by class for the combined fund consists of the following at September 30, 2007:


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Class of Shares

   Shares of Acquiring
Fund Pre-Reorganization
   Additional Shares
Assumed Issued in
Reorganization
   Total Shares
Outstanding Post-
Reorganization

Class A

   3,216,672    0    3,216,672

Class B

   517,123    0    517,123

Class C

   106,200    0    106,200

Administrator

   35,412,072    0    35,412,072

Institutional

   3,577,958    464,925    4,042,883

Investor

   0    3,744,993    3,744,993

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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PART B

STATEMENT OF ADDITIONAL INFORMATION

May [    ], 2008

WELLS FARGO FUNDS TRUST

LIFE STAGE – CONSERVATIVE PORTFOLIO

LIFE STAGE – MODERATE PORTFOLIO

LIFE STAGE – AGGRESSIVE PORTFOLIO

525 MARKET STREET

SAN FRANCISCO, CA 94105

June 30, 2008 Special Meeting of the Shareholders

This Statement of Additional Information or SAI is not a prospectus but should be read in conjunction with the Combined Prospectus/Proxy Statement dated May [    ], 2008, which we refer to as the Prospectus/Proxy Statement, for the Special Meeting of Shareholders of the three Wells Fargo Advantage Funds listed above, which we call the Target Funds to be held on Monday, June 30, 2008. The Prospectus/Proxy Statement may be obtained without charge by calling 1-800-222-8222 or writing to Wells Fargo Advantage Funds, P.O. Box 8266, Boston, MA 02266-8266. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.


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INCORPORATION OF DOCUMENTS BY REFERENCE

IN STATEMENT OF ADDITIONAL INFORMATION

This SAI consists of this cover page and the following described items, which are hereby incorporated by reference:

 

  1. The SAI dated July 1, 2007, as supplemented October 1, 2007, December 4, 2007 and February 1, 2008, for the Wells Fargo Advantage Life Stage – Conservative Portfolio, Wells Fargo Advantage Life Stage – Moderate Portfolio and Wells Fargo Advantage Life Stage – Aggressive Portfolio. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Life Stage – Conservative Portfolio, Wells Fargo Advantage Life Stage – Moderate Portfolio and Wells Fargo Advantage Life Stage – Aggressive Portfolio, contained in the Annual Report for the fiscal year ended February 29, 2008, as filed with the SEC on May [1], 2008. Unaudited financial report statements of the Wells Fargo Advantage Life Stage – Conservative Portfolio, Wells Fargo Advantage Life Stage – Moderate Portfolio and Wells Fargo Advantage Life Stage – Aggressive Portfolio, dated as of August 31, 2007.

 

  2. The SAI dated February 1, 2008 for the Wells Fargo Advantage Aggressive Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Aggressive Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage Aggressive Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund, dated as of March 31, 2007.


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General Information

Explanatory Note to Pro Forma Financial Statements

Pro-Forma Financial Statements and Schedules

Notes to Pro Forma Financial Statements*

 

* THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA FINANCIAL STATEMENTS AND SCHEDULES.


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General Information

This SAI relates to the reorganization of three Wells Fargo Funds Trust funds listed below, which we refer to as the Target Funds, with three other funds of Wells Fargo Funds Trust listed below, which we refer to as the Acquiring Funds.

 

TARGET FUND

  

ACQUIRING FUND

Life Stage – Conservative Portfolio

Investor Class

  

Moderate Balanced Fund

Administrator Class

Life Stage – Moderate Portfolio

Investor Class

  

Growth Balanced Fund

Administrator Class

Life Stage – Aggressive Portfolio

Investor Class

  

Aggressive Allocation Fund

Administrator Class

The reorganization of each Target Fund will involve the following four steps:

 

   

The liquidation of the Target Fund’s holdings;

 

   

the transfer of substantially all of the assets and liabilities of the Target Fund to its corresponding Acquiring Fund in exchange for designated classes of the corresponding Acquiring Fund having equivalent value to the net assets transferred;

 

   

the pro rata distribution of the Acquiring Fund shares to the shareholders of record of the Target Fund as of the effective date of the reorganization in full redemption of all shares of the Target Fund; and

 

   

the liquidation and dissolution of the Target Fund.

As a result of the Reorganization, shareholders of each Target Fund will become a shareholder of the corresponding Acquiring Fund having the same total value of shares as the shares of the Target Fund that they held immediately before the Reorganization. If a majority of the shares of one of the Target Funds does not approve the Reorganization, that Fund will not participate in the Reorganization. In such a case, the Target Fund will continue its operations beyond the date of the Reorganization and the Board of Trustees of the affected Wells Fargo Advantage Fund will consider what further action is appropriate, including the possible liquidation of the Fund.

For further information about the transaction, see the Prospectus/Proxy Statement.


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Pro Forma Financial Statements

Explanatory Note

Pro Forma financial statements for the Life Stage – Conservative Portfolio/Moderate Balanced Fund Reorganization are not included because as of [April      2008], the assets of the Life Stage – Conservative Portfolio constituted less than 10% of the assets of the Moderate Balanced Fund.

Pro Forma financial statements for the Life Stage – Moderate Portfolio/Growth Balanced Fund Reorganization are not included because as of [April      2008], the assets of the Life Stage – Moderate Portfolio constituted less than 10% of the assets of the Growth Balanced Fund.

The Life Stage – Aggressive Portfolio will be reorganized into the Aggressive Allocation Fund, an existing Fund with assets and liabilities. Pro forma combining financial statements as of September 30, 2007 are included to show the pro forma effect of combining the Life Stage – Aggressive Portfolio into the Aggressive Allocation Fund.

 

Proforma Portfolio of Investments - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Life Stage-Aggressive
Portfolio
   Aggressive Allocation Fund    Pro Forma Combined
     Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)
   Shares or
Principal
Amount
   Value
(Note 2)

Investments in Affiliated Master Portfolios—88.56%

                 

Wells Fargo Advantage C&B Large Cap Value Portfolio

            $ 18,007,958       $ 18,007,958

Wells Fargo Advantage Disciplined Growth Portfolio

              10,823,972         10,823,972

Wells Fargo Advantage Emerging Growth Portfolio

              1,350,334         1,350,334

Wells Fargo Advantage Equity Income Portfolio

              17,968,092         17,968,092

Wells Fargo Advantage Equity Value Portfolio

              18,012,369         18,012,369

Wells Fargo Advantage Index Portfolio

              53,919,442         53,919,442

Wells Fargo Advantage Inflation-Protected Bond Portfolio

              5,415,232         5,415,232

Wells Fargo Advantage International Core Portfolio

              8,234,262         8,234,262

Wells Fargo Advantage International Growth Portfolio

              8,272,162         8,272,162

Wells Fargo Advantage International Index Portfolio

              8,241,326         8,241,326

Wells Fargo Advantage International Value Portfolio

              8,183,286         8,183,286

Wells Fargo Advantage Large Cap Appreciation Portfolio

              5,431,844         5,431,844

Wells Fargo Advantage Large Company Growth Portfolio

              37,913,423         37,913,423

Wells Fargo Advantage Managed Fixed Income Portfolio

              37,747,113         37,747,113

Wells Fargo Advantage Small Cap Index Portfolio

              7,147,412         7,147,412

Wells Fargo Advantage Small Company Growth Portfolio

              5,891,726         5,891,726

Wells Fargo Advantage Small Company Value Portfolio

              706,807         706,807

Wells Fargo Advantage Strategic Small Cap Value Portfolio

              6,428,273         6,428,273

Wells Fargo Advantage Total Return Bond Portfolio

              10,784,932         10,784,932
                                   

Total Investments in Affiliated Master Portfolios (Cost $0, $231,263,713 and $231,263,713, respectively)

        —           270,479,965         270,479,965
                                   

Investment Companies—10.42%

                 

Affiliated Bond Funds—2.05%

                 

Wells Fargo Advantage Government Securities Fund

   226,733    $ 2,344,416          226,733      2,344,416

Wells Fargo Advantage Short-Term Bond Fund

   277,435      2,355,424          277,435      2,355,424

Wells Fargo Advantage Ultra Short-Term Income Fund

   174,649      1,570,095          174,649      1,570,095

Total Affiliated Bond Funds

        6,269,935               6,269,935

Affiliated Stock Funds 8.37%

                 

Wells Fargo Advantage Capital Growth Fund

   315,737      6,469,457          315,737      6,469,457

Wells Fargo Advantage Common Stock Fund

   278,917      6,356,517          278,917      6,356,517

Wells Fargo Advantage Growth and Income Fund

   121,702      3,154,518          121,702      3,154,518

Wells Fargo Advantage Overseas Fund

   234,898      3,260,387          234,898      3,260,387

Wells Fargo U.S. Value Fund

   330,178      6,336,111          330,178      6,336,111

Total Affiliated Stock Funds

        25,576,990               25,576,990
                                   

Total Investment Companies (Cost $29,059,059, $0 and $28,270,748, respectively)

        31,846,925         —           31,846,925
                                   

Short-Term Investments—0.71%

                 

Mutual Funds—0.01%

                 

Wells Fargo Money Market Trust

   39,308      39,308          39,308      39,308

Total Mutual Funds

        39,308               39,308

US Treasury Bills—0.70%

                 

US Treasury Bill , 3.993%, Due 01/07/2008^#

         1,965,000      1,937,877    1,965,000      1,937,877

US Treasury Bill , 4.168%, Due 01/07/2008^#

         195,000      192,308    195,000      192,308

Total US Treasury Bills

              2,130,185         2,130,185
                                   

Total Short-Term Investments (Cost $39,308, $2,129,537 and $2,168,845, respectively)

        39,308         2,130,185         2,169,493
                                   

Total Investments in Securities (Cost $29,098,367, $233,393,250 and $261,703,306, respectively) 99.69%

        31,886,233         272,610,150         304,496,383

Other Assets and Liabilities, Net —0.31%

        272,804         663,037         935,841
                                   

Net Assets—100.0%

      $ 32,159,037       $ 273,273,187       $ 305,432,224
                                   

 

^ Zero coupon bond. Interest rate presented is yield to maturity.
# Security pledged as collateral for futures transactions. (See Note 2)
~ This Wells Fargo Advantage Fund invests cash balances that it retains for liquidity purposes in a Wells Fargo Advantage Money Market Fund. The fund does not pay an investment advisory fee for such investments.

The accompanying notes are an integral part of these proforma financial statements.

 

Proforma Statement of Assets and Liabilities - September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Life Stage
Aggressive
Portfolio
    Aggressive
Allocation
Fund
   Proforma
Adjustments
    Proforma
Combined

Assets

         

Investments

         

In securities, at market value

   $ 31,886,233     $ 2,130,185      $ 34,016,418

Investments in affiliated Master Portfolios

     —         270,479,965        270,479,965
                             

Total investments at market value (see cost below)

     31,886,233       272,610,150      —         304,496,383
                             

Cash

     250,000       896,160        1,146,160

Receivable for Fund shares issued

     1,400       204,425        205,825

Receivables for dividends and interest

     27,919       —          27,919

Prepaid expenses and other assets

     1,380       —          1,380
                             

Total assets

     32,166,932       273,710,735      —         305,877,667
                             

Liabilities

         

Payable for daily variation margin on futures contracts

     —         169,000        169,000

Payable for Fund shares redeemed

     2,609       148,537        151,146

Payable to investment advisor and affiliates

     5,286       44,061        49,347

Accrued expenses and other liabilities

     —         75,950        75,950
                             

Total liabilities

     7,895       437,548      —         445,443
                             

Total net assets

   $ 32,159,037     $ 273,273,187    $ —       $ 305,432,224
                             

NET ASSETS CONSIST OF

         

Paid-in capital

   $ 30,181,283     $ 210,218,000      $ 240,399,283

Undistributed net investment income (loss)

     233,759       3,402,524        3,636,283

Undistributed net realized gain (loss) on investments

     (1,043,871 )     19,151,403        18,107,532

Net unrealized appreciation (depreciation) of investments, foreign currencies and translation of assets and liabilities denominated in foreign currencies

     2,787,866       39,216,900        42,004,766

Net unrealized appreciation (depreciation) of futures

     —         1,284,360        1,284,360
                             

Total net assets

   $ 32,159,037     $ 273,273,187    $ —       $ 305,432,224
                             

COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE1

         

Net assets – Administrator Class

     NA     $ 273,273,187    $ 32,159,034 2   $ 305,432,221

Shares outstanding – Administrator Class

     NA       16,147,881      1,903,669       18,051,550

Net asset value and offering price per share – Administrator Class

     NA     $ 16.92      $ 16.92

Net assets – Investor Class

   $ 32,159,034       NA    $ (32,159,034 )2   $ —  

Shares outstanding – Investor Class

     2,497,965       NA      (2,497,965 )     —  

Net asset value and offering price per share – Investor Class

   $ 12.87       NA      $ —  
                             

Investments at cost

   $ 29,098,367     $ 233,393,250    $ —       $ 262,491,617
                             

 

1

Each Fund has an unlimited number of authorized shares.

2

Investor Class shares of Life Stage Aggressive Portfolio are exchanged for Administrator Class shares of Aggressive Allocation Fund in an amount equal to the total value of the Investor Class shares divided by the current per share value of the Administrator Class shares.

The accompanying notes are an integral part of these proforma financial statements.

 

Proforma Statement of Operations - For the Twelve Months Ended September 30, 2007 (Unaudited)   Wells Fargo Advantage Funds

 

     Life Stage
Aggressive
Portfolio
    Aggressive
Allocation
Fund
    Proforma
Adjustments
    Proforma
Combined
 

Investment Income

        

Dividends(a)

   $ 772,631     $ —         $ 772,631  

Dividends allocated from affiliated Master Portfolios(a)

     —         3,711,800         3,711,800  

Interest

     —         79,447         79,447  

Interest Income allocated from affiliated Master Portfolios

     —         2,660,497         2,660,497  

Income from affiliated securities

     14,095       —           14,095  

Expenses allocated from affiliated Master Portfolios

     —         (1,438,906 )       (1,438,906 )

Waivers allocated from affiliated Master Portfolios

     —         144,205         144,205  
                                

Total investment income

     786,726       5,157,043       —         5,943,769  
                                

Expenses

        

Advisory fees

     —         630,885       78,844 1     709,729  

Administration fees

        

Fund Level

     149,965       126,177       (134,196 )1     141,946  

Administrator Class

     —         252,354       31,538 1     283,892  

Shareholder servicing fees

     36,956       630,885         667,841  

Accounting fees

     21,890       31,804       (18,002 )1     35,692  

Professional fees

     13,773       13,418       (12,133 )2     15,058  

Registration fees

     15,186       17,741       (13,017 )2     19,910  

Shareholder reports

     24,913       28,269       (13,296 )2     39,886  

Trustees’ fees

     8,694       8,955       (7,599 ) 2     10,050  

Other fees and expenses

     2,645       3,515       (2,215 ) 2     3,945  
                                

Total expenses

     274,022       1,744,003       (90,076 )     1,927,949  
                                

Less

        

Waived fees and reimbursed expenses

     (90,701 )     (513,807 )     67,629       (536,879 )

Net expenses

     183,321       1,230,196       (22,447 )     1,391,070  
                                

Net investment income (loss)

     603,405       3,926,847       22,447       4,552,699  
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

        

Net realized gain (loss) from

        

Securities, foreign currencies and foreign currency translation

     2,757,878       3,071         2,760,949  

Futures transactions

     —         5,416,653         5,416,653  

Securities transactions allocated from Master Portfolios

     —         15,948,042         15,948,042  

Forward foreign currency contracts allocated from Master Portfolios

     —         4,641         4,641  

Futures transactions allocated from Master Portfolios

     —         74,534         74,534  

Options, swap agreement and short sale transactions allocated from Master Portfolios

     —         416         416  
                                

Net realized gain (loss) from Investments

     2,757,878       21,447,357       —         24,205,235  
                                

Net change in unrealized appreciation (depreciation) of

        

Securities, foreign currencies and foreign currency translation

     1,553,157       649         1,553,806  

Futures transactions

     —         1,374,194         1,374,194  

Securities transactions allocated from Master Portfolios

     —         13,924,169         13,924,169  

Forwards, futures, options, swaps and short sales allocated from Master Portfolios

     —         (7,844 )       (7,844 )
                                

Net change in unrealized appreciation (depreciation) of investments

     1,553,157       15,291,168       —         16,844,325  
                                

Net realized and unrealized gain (loss) on investments

     4,311,035       36,738,525       —         41,049,560  
                                

Net increase (decrease) in net assets resulting from operations

   $ 4,914,440     $ 40,665,372     $ 22,447     $ 45,602,259  
                                

a Net of foreign withholding taxes of

   $ —       $ 83,221     $ —       $ 83,221  

 

1

Based on contractual agreements of the surviving fund.

2

Estimated cost increases (savings) as a result of merging the funds.

The accompanying notes are an integral part of these proforma financial statements.


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    Life Stage—Aggressive Portfolio/Aggressive Allocation Fund

Notes to Proforma Financial Statements (Unaudited)

1. BASIS OF COMBINATION

At its November 7, 2007, regular quarterly meeting, the Wells Fargo Funds Trust Board of Trustees (“Board”) unanimously approved a set of initiatives designed to streamline the Wells Fargo Advantage Funds® and standardize share classes across the fund family.

As part of these initiatives the Board unanimously approved the reorganization (“Reorganization”) of the Wells Fargo Advantage Life Stage—Aggressive Portfolio (“Target Fund”) into the Wells Fargo Advantage Aggressive Allocation Fund (“Acquiring Fund”).

The Reorganization is subject to the satisfaction of certain conditions, including approval by the Target Fund shareholders. A special meeting of the shareholders of the Target Fund is expected to be held in the second quarter of 2008 for the purpose of enabling shareholders to vote on whether to approve the Reorganization. In connection with the Reorganizations, the Life Stage—Aggressive Portfolio was closed to new investors effective at the close of business December 20, 2007.

If shareholders of the Target Fund approve the Reorganization, the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal to the then current value of the Target Fund shares. Upon completion of the Reorganization, the Target Fund will liquidate by distributing the Acquiring Fund shares to the Target Fund shareholders, so that Target Fund shareholders would receive shares of a corresponding class of the Acquiring Fund with a total value equal to the then current value of their Target Fund shares, cease operations and dissolve.

The Reorganization is structured as a taxable transaction. Detailed information regarding the taxable nature of this transaction will be included in upcoming proxy materials. Shareholders should consult with their own tax advisors regarding the application of tax laws and this transaction to their particular situations. Additionally, Fund shareholders will not incur any sales loads or similar transaction charges or bear any of the costs associated with the Reorganization.

Prior to the Reorganization, Target Fund shareholders may continue to purchase, redeem and exchange their shares subject to the limitations described in each Target Fund’s prospectus. The proposed Reorganization, if approved by shareholders, is expected to occur during the third quarter of 2008.

The unaudited proforma portfolio of investments and statement of assets and liabilities reflect the financial position of the Target Fund and the Acquiring Fund on September 30, 2007. The unaudited proforma statement of operations reflects the results of operations of the Target Fund and the Acquiring Fund for the twelve months ended September 30, 2007. These statements have been derived from the Target Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States.


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The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. The fiscal year ends are February 29 for the Target Fund and September 30 for the Acquiring Fund. Following the proposed Reorganization, the Acquiring Fund will be the accounting survivor.

2. PORTFOLIO VALUATION

Investments in securities are valued each business day as of the close of regular trading on the New York Stock Exchange, which is usually 4:00 p.m. (Eastern Time). Securities which are traded on a national or foreign securities exchange are valued at the last reported sales price. Securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price (“NOCP”), and if no NOCP is available, then at the last reported sales price. If no sales price is shown on NASDAQ, the bid price will be used. In the absence of any sale of securities listed on the NASDAQ, and in the case of other securities, including U.S. Government obligations, but excluding debt securities maturing in 60 days or less, the price will be deemed “stale” and the valuations will be determined in accordance with the Funds’ Fair Valuation Procedures.

Securities denominated in foreign currencies are translated into U.S. dollars using the closing rates of exchange in effect on the day of valuation.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore may not fully reflect trading or events that occur after the close of the principal exchange in which the foreign investments are traded but before the close of the New York Stock Exchange. If such trading or events are expected to materially affect the value of the investments, then those investments are fair valued following procedures approved by the Board of Trustees. These procedures take into account multiple factors including movements in U.S. securities markets after foreign exchanges close. Depending on market activity, such fair valuations may be frequent. In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.

Debt securities maturing in 60 days or less generally are valued at amortized cost. The amortized cost method involves valuing a security at its cost, plus accretion of discount or minus amortization of premium over the period until maturity, which approximates market value.

Investments which are not valued using any of the methods discussed above are valued at their fair value as determined by procedures approved by the Board of Trustees.

3. CAPITAL SHARES

The proforma net asset value per share assumes the issuance of shares of the Acquiring Fund that would have been issued at September 30, 2007, in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of the shares of the


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Target Fund as of September 30, 2007, divided by the net asset value per share of the shares of the Acquiring Fund as of September 30, 2007. The proforma number of shares outstanding for the Administrator Class of the combined fund consists of the following at September 30, 2007:

 

Class of Shares

   Shares of Acquiring
Fund Pre-Reorganization
   Additional Shares
Assumed Issued in
Reorganization
   Total Shares
Outstanding
Post-Reorganization

Administrator

   16,147,881    1,903,669    18,051,550

5. FEDERAL INCOME TAXES

Each fund has qualified as a “regulated investment company”, as defined under Subchapter M of the Internal Revenue Code (the “Code”). After the Reorganization, the Acquiring Fund intends to continue to qualify as a regulated investment company by complying with the provisions applicable to regulated investment companies in the Code, and to make distributions of substantially all of its investment company taxable income and any net realized capital gains (after reduction for capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income taxes.


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PART C

 

Item Nos.

    
15-17    Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Registration Statement

THE FOLLOWING ITEMS ARE INCORPORATED BY REFERENCE:

 

  1. From Post-Effective Amendment No.111 of Wells Fargo Funds Trust, filed July 1, 2007: the Prospectuses dated July 1, 2007, and the SAI dated July 1, 2007, as supplemented October 1, 2007, December 4, 2007 and February 1, 2008, for the Wells Fargo Advantage Life Stage – Conservative Portfolio, Wells Fargo Advantage Life Stage – Moderate Portfolio and Wells Fargo Advantage Life Stage – Aggressive Portfolio. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Life Stage – Conservative Portfolio, Wells Fargo Advantage Life Stage – Moderate Portfolio and Wells Fargo Advantage Life Stage – Aggressive Portfolio, contained in the Annual Report for the fiscal year ended February 29, 2008, as filed with the SEC on May [1], 2008. Unaudited financial report statements of the Wells Fargo Advantage Life Stage – Conservative Portfolio, Wells Fargo Advantage Life Stage – Moderate Portfolio and Wells Fargo Advantage Life Stage – Aggressive Portfolio, dated as of August 31, 2007.

 

  2. From Post-Effective Amendment No.118 of Wells Fargo Funds Trust, filed February 1, 2008: the SAI dated February 1, 2008, for the Wells Fargo Advantage Aggressive Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Aggressive Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage Aggressive Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund, dated as of March 31, 2007.

 

  3. From Post-Effective Amendment No.118 of Wells Fargo Funds Trust, filed February 1, 2008: the Prospectus dated February 1, 2008, for the Wells Fargo Advantage Balanced Fund, and the SAI dated February 1, 2008, for the Wells Fargo Advantage Asset Allocation Fund and Wells Fargo Advantage Balanced Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Asset Allocation Fund and Wells Fargo Advantage Balanced Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage Asset Allocation Fund and Wells Fargo Advantage Balanced Fund, dated as of March 31, 2007.

 

  4. From Post-Effective Amendment No.113 of Wells Fargo Funds Trust, filed October 1, 2007: the Prospectuses dated October 1, 2007, for the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage High Yield Bond Fund and Wells Fargo Advantage Intermediate Government Income Fund, and the SAI dated March 31, 2008, for the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage Government Securities Fund, Wells Fargo Advantage High Income Fund, Wells Fargo Advantage High Yield Bond Fund, Wells Fargo Advantage Income Plus Fund and Wells Fargo Advantage Intermediate Government Income Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage Government Securities Fund, Wells Fargo Advantage High Income Fund, Wells Fargo Advantage High Yield Bond Fund, Wells Fargo Advantage Income Plus Fund and Wells Fargo Advantage Intermediate Government Income Fund, contained in the Annual Report for the fiscal year ended May 31, 2007, as filed with the SEC on August 6, 2007. Unaudited financial report statements of the Wells Fargo Advantage Corporate Bond Fund, Wells Fargo Advantage Government Securities Fund, Wells Fargo Advantage High Income Fund, Wells Fargo Advantage High Yield Bond Fund, Wells Fargo Advantage Income Plus Fund and Wells Fargo Advantage Intermediate Government Income Fund, dated as of November 30, 2007.


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  5. From Post-Effective Amendment No.114 of Wells Fargo Funds Trust, filed November 1, 2007: the Prospectuses dated November 1, 2007, for the Wells Fargo Advantage National Limited-Term Tax-Free Fund and Wells Fargo Advantage National Tax-Free Fund, and the SAI dated March 31, 2008, for the Wells Fargo Advantage Municipal Bond Fund, Wells Fargo Advantage National Limited-Term Tax-Free Fund, Wells Fargo Advantage National Tax-Free Fund and Wells Fargo Advantage Short-Term Municipal Bond Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Municipal Bond Fund, Wells Fargo Advantage National Limited-Term Tax-Free Fund, Wells Fargo Advantage National Tax-Free Fund and Wells Fargo Advantage Short-Term Municipal Bond Fund, contained in the Annual Report for the fiscal year ended June 30, 2007, as filed with the SEC on August 30, 2007. Unaudited financial report statements of the Wells Fargo Advantage Municipal Bond Fund, Wells Fargo Advantage National Limited-Term Tax-Free Fund, Wells Fargo Advantage National Tax-Free Fund and Wells Fargo Advantage Short-Term Municipal Bond Fund, dated as of December 31, 2007.

 

  6. From Post-Effective Amendment No.115 of Wells Fargo Funds Trust, filed December 1, 2007: the Prospectus dated December 1, 2007, and the SAI dated March 31, 2008, for the Wells Fargo Advantage Value Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage Value Fund, contained in the Annual Report for the fiscal year ended July 31, 2007, as filed with the SEC on October 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage Value Fund, dated as of January 31, 2008.

 

  7. From Post-Effective Amendment No.123 of Wells Fargo Funds Trust, filed March 31, 2008: the SAI dated March 31, 2008, for the Wells Fargo Advantage C&B Large Cap Value Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage C&B Large Cap Value Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage C&B Large Cap Value Fund, dated as of March 31, 2007.

 

  8. From Post-Effective Amendment No.118 of Wells Fargo Funds Trust, filed February 1, 2008: the Prospectus dated February 1, 2008, for the Wells Fargo Advantage Overseas Fund and the SAI dated March 31, 2008, for the Wells Fargo Advantage International Equity Fund and Wells Fargo Advantage Overseas Fund. Report of the Independent Auditors and audited annual report financial statements of the Wells Fargo Advantage International Equity Fund and Wells Fargo Advantage Overseas Fund, contained in the Annual Report for the fiscal year ended September 30, 2007, as filed with the SEC on December 5, 2007. Unaudited financial report statements of the Wells Fargo Advantage International Equity Fund and Wells Fargo Advantage Overseas Fund, dated as of March 31, 2007.


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PART C

OTHER INFORMATION

 

Item 15. INDEMNIFICATION.

Under the terms of the Amended and Restated Declaration of Trust of the Registrant, incorporated by reference as Exhibit 1 hereto, provides for the indemnification of the Registrant’s Trustees, officers, employees and agents. The following sections of Article IX provide as follows:

Section 1. Limitation of Liability. All persons contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or such Series, respectively, for payment under such contract or claim; and neither the Trustees nor any of the Trust’s officers, employees or agents, whether past, present or future (each a “Covered Person,” and collectively the “Covered Persons”), shall be personally liable therefor. Notwithstanding any provision in this Article IX, neither the investment adviser, Principal Underwriter or other service providers, nor any officers, employees or other agents of such entities, shall be indemnified pursuant to this Article IX, except that dual officers, employees or other agents of the Trust and such entities shall be entitled to indemnification pursuant to this Article IX but only to the extent that such officer, employee or other agent was acting in his or her capacity as an officer, employee or agent of the Trust in the conduct that gave rise to the claim for indemnification. No Covered Person shall be liable to the Trust or to any Shareholder for any loss, damage or claim incurred by reason of any act performed or omitted by such Covered Person in good faith on behalf of the Trust, a Series or a Class, and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Declaration, except that a Covered Person shall be liable for any loss, damage or claim incurred by reason of such Covered Person’s bad faith, gross negligence, willful misconduct or reckless disregard of the duties involved in the conduct of his or her office.

Section 2. Mandatory Indemnification. (a) Subject only to the express limitations in the 1940 Act, other applicable laws, and sub-paragraph (b) below, the Trust or the appropriate Series shall indemnify each of its Covered Persons to the fullest extent permitted under the 1940 Act and other applicable laws, including, but not limited to, against all liabilities and expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred in the settlement thereof.

As used herein, the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, reasonable attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) Notwithstanding any provision to the contrary contained herein, no Covered Person shall be entitled to indemnification for any liability arising by reason of such Covered Person’s willful misfeasance, bad faith, gross negligence, or the reckless disregard of duties owed to the Trust (“disabling conduct”).

(c) No indemnification or advance shall be made under this Article IX to the extent such indemnification or advance:

would be inconsistent with a provision of the Declaration, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

would be inconsistent with any condition expressly imposed by a court in a judgment, order, or approval of a settlement.

(d) Any indemnification under this Article shall be made by the Trust only if authorized in the specific case on a determination that the Covered Person was not liable by reason of disabling conduct by:

 

  (i) a final decision on the merits by a court or other body before whom the proceeding was brought; or


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  (ii) in the absence of such a decision, by any reasonable and fair means established in accordance with, and subject to the requirements and limitations of, Section 17(h) of the 1940 Act and any interpretation thereunder by the Commission or its staff.

(e) The rights of indemnification herein provided may be insured against by policies of insurance maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.

(f) To the maximum extent permitted by the 1940 Act and other applicable laws, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Article IX shall be paid by the Trust or applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Article IX; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Article IX; provided, however, that the Trust shall not be obligated to pay the expenses of any agent acting pursuant to a written contract with the Trust, except to the extent required by such contract.

(g) Any repeal or modification of this Article IX shall be prospective only, to the extent that such repeal or modification would, if applied retrospectively, affect any limitation on the liability of any Covered Person in an a manner that would be adverse to such Covered Person or affect any indemnification available to any Covered Person in a manner that would be adverse to such Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.

 

Item 16. EXHIBITS.

All references to the “Registration Statement” in the following list of Exhibits refer to the Registrant’s Registration Statement on Form N-1A (File Nos. 333-74295; 811-09253).

 

Exhibit

Number

  

Description

(1)    Amended and Restated Declaration of Trust, incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005.
(2)    Not Applicable
(3)    Not Applicable.
(4)(a)    Form of Agreement and Plan of Reorganization, filed herewith.
(4)(b)    Form of Agreement and Plan of Reorganization, filed herewith.
(5)    Not Applicable.


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Exhibit

Number

  

Description

(6)(a)    Investment Advisory Agreement with Wells Fargo Funds Management, LLC, incorporated by reference to Post-Effective Amendment No. 87, filed November 1, 2005; Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(6)(b)    Investment Sub-Advisory Agreement with Galliard Capital Management, Inc., incorporated by reference to Post-Effective Amendment No. 20, filed May 1, 2001; Schedule A, incorporated by reference to Post-Effective Amendment No. 87, filed November 1, 2005; Appendix A, incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006.
(6)(c)    Investment Sub-Advisory Agreement with Peregrine Capital Management, Inc., incorporated by reference to Post-Effective Amendment No. 20, filed May 1, 2001; Schedule A, incorporated by reference to Post-Effective Amendment No. 111, filed June 29, 2007; Appendix A, incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006.
(6)(d)    Investment Sub-Advisory Agreement with Schroder Investment Management North America Inc., incorporated by reference to Post-Effective Amendment No. 20, filed May 1, 2001; Schedule A, incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005.
(6)(e)    Investment Sub-Advisory Agreement with Smith Asset Management Group, L.P., incorporated by reference to Post-Effective Amendment No. 49, filed November 1, 2002; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 87, filed November 1, 2005.
(6)(f)    Investment Sub-Advisory Agreement with Wells Capital Management Incorporated, incorporated by reference to Post-Effective Amendment No. 22, filed June 15, 2001; Schedule A, and Appendix A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(6)(g)    Investment Sub-Advisory Agreement with RCM Capital Management, LLC (formerly Dresdner RCM Global Investors, LLC), incorporated by reference to Post-Effective Amendment No. 32, filed February 8, 2002; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(6)(h)    Investment Sub-Advisory Agreement with Global Index Advisors, Inc., incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006. Appendix A and B, incorporated by reference to Post-Effective Amendment No. 111, filed June 29, 2007.


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Exhibit

Number

  

Description

(6)(i)    Investment Sub-Advisory Agreement with Systematic Financial Management, L.P., incorporated by reference to Post-Effective Amendment No. 66, filed October 1, 2003; Appendix A and Appendix B, incorporated by reference to Post-Effective Amendment No. 88, filed December 1, 2005.
(6)(j)    Investment Sub-Advisory Agreement with LSV Asset Management, incorporated by reference to Post-Effective Amendment No. 69, filed January 30, 2004; Appendix A, incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006.
(6)(k)    Investment Sub-Advisory Agreement with Cooke & Bieler, L.P., incorporated by reference to Post-Effective Amendment No. 74, filed July 26, 2004; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 88, filed December 1, 2005.
(6)(l)    Investment Sub-Advisory Agreement with Artisan Partners Limited Partnership, incorporated by reference to Post-Effective Amendment No. 82, filed March 1, 2005; Appendix A and Appendix B, incorporated by reference to Post-Effective Amendment No. 88, filed December 1, 2005.
(6)(m)    Investment Sub-Advisory Agreement with LSV Asset Management, incorporated by reference to Post-Effective Amendment No. 82, filed March 1, 2005.
(6)(n)    Investment Sub-Advisory Agreement with New Star Institutional Managers Limited, incorporated by reference to Post-Effective Amendment No. 92, filed May 1, 2006; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(6)(o)    Investment Sub-Advisory Agreement with Matrix Asset Advisors, Inc., incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(6)(p)    Sub-Advisory Agreement with Phocas Financial Corporation, incorporated by reference to Post-Effective Amendment No. 122, filed March 21, 2008.
(7)    Distribution Agreement with Wells Fargo Funds Distributor, LLC, incorporated by reference to Post-Effective Amendment No. 84, filed July 1, 2005; Schedule I, incorporated by reference to Post-Effective Amendment No. 118, filed February 1, 2008.
(8)    Not Applicable.


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Exhibit

Number

  

Description

(9)(a)

   Amended and Restated Custody Agreement with Wells Fargo Bank, N.A. incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005; Appendix A incorporated by reference to Post-Effective Amendment No. 118, filed February 1, 2008.

(9)(b)

   Delegation Agreement (17f-5) with Wells Fargo Bank, N.A., incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006. Exhibit A incorporated by reference to Post-Effective Amendment No. 118, filed February 1, 2008.

(9)(c)

   Securities Lending Agency Agreement by and among Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management, LLC and Wells Fargo Bank, N.A., incorporated by reference to Post-Effective Amendment No. 100, filed October 2, 2006. Schedule 1, incorporated by reference to Post-Effective Amendment No. 118, filed February 1, 2008. Schedule 2 incorporated by reference to Post-Effective Amendment No. 113, filed October 1, 2007.

(10)(a)

   Rule 12b-1 Plan, incorporated by reference to Post-Effective Amendment No. 87, filed November 1, 2005; Appendix A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.

(10)(b)

   Rule 18f-3 Plan, incorporated by reference to Post-Effective Amendment No. 111, filed June 29, 2007; Appendix A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.

(11)

   Legal Opinion, to be filed.

(12)

   See Item 17(3) of this Part C.

(13)(a)

   Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC, incorporated by reference to Post-Effective Amendment No. 32, filed February 8, 2002; Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.

(13)(b)

   Administration Agreement with Wells Fargo Funds Management, LLC, incorporated by reference to Post-Effective Amendment No. 65, filed August 15, 2003; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.

(13)(c)

   Transfer Agency and Service Agreement with Boston Financial Data Services, Inc., incorporated by reference to Post-Effective Amendment No. 92, filed May 1, 2006; Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.


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Exhibit

Number

  

Description

(13)(d)    Accounting Services Agreement with PFPC Inc., along with Amended and Restated Letter Agreement, incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005; Amendment, incorporated by reference to Post-Effective Amendment No. 88, filed December 1, 2005; Exhibit A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(13)(e)    Shareholder Servicing Plan, incorporated by reference to Post-Effective Amendment No. 16, filed October 30, 2000; Appendix A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.
(13)(f)    Administrative and Shareholder Servicing Agreement, Form of Agreement, incorporated by reference to Post-Effective Amendment No. 111, filed June 29, 2007.
(14)(a)    Consent of Independent Registered Public Accounting Firm, filed herewith.
(14)(b)    Consent of Independent Registered Public Accounting Firm, filed herewith.
(15)    Not Applicable.
(16)    Powers of Attorney, are incorporated by reference to: Post-Effective No. 72, filed June 30, 2004; Post-Effective Amendment No. 90, filed March 1, 2006, and Post-Effective Amendment No. 112, filed July 31, 2007.
(17)    Form of Proxy Ballots, filed herewith.

 

ITEM 17. UNDERTAKINGS.

 

(1) Wells Fargo Advantage Funds agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

(3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel or a copy of an IRS ruling supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion or ruling, but in any event no later than one business day after consummation of the Reorganization.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of San Francisco and State of California on the 1st day of April, 2008.

 

WELLS FARGO FUNDS TRUST
By:  

/s/ Carol Lorts

 

Carol Lorts

Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the 1st day of April, 2008.

 

SIGNATURES

 

TITLE

 

  President and/or Principal Executive Officer
Karla M. Rabusch *  

 

  Treasurer and/or Principal Financial Officer
Stephen Leonhardt*  
A Majority of the Trustees*  
  Trustee
Thomas S. Goho   Trustee
Peter G. Gordon   Trustee
Olivia S. Mitchell   Trustee
J. Tucker Morse   Trustee
Timothy J. Penny   Trustee

Donald C. Willeke

  Trustee

 

*By:  

/s/ Carol Lorts

  Carol Lorts
  (Attorney-in-Fact)


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WELLS FARGO FUNDS TRUST

N-14 Exhibit Index

 

Exhibit
Number

  

Description

4(a)    Agreement and Plan of Reorganization
4(b)    Agreement and Plan of Reorganization
14(a)    Consent of Independent Registered Public Accounting Firm
14(b)    Consent of Independent Registered Public Accounting Firm
17        Form of Proxy Ballots