-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9mEESOSVau++M3akAh3/csuXAvBLxAOg9tH6LinEObzB3LXM5giSSUDSXPgE6hW 26si8boE6xhaAQigM7O4DQ== /in/edgar/work/20001103/0000929624-00-001518/0000929624-00-001518.txt : 20001106 0000929624-00-001518.hdr.sgml : 20001106 ACCESSION NUMBER: 0000929624-00-001518 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO FUNDS TRUST CENTRAL INDEX KEY: 0001081400 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14 SEC ACT: SEC FILE NUMBER: 333-49224 FILM NUMBER: 752578 BUSINESS ADDRESS: STREET 1: 111 CENTER STREET SUITE 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 MAIL ADDRESS: STREET 1: 111 CENTER STREET SUITE 300 CITY: LITTLE ROCK STATE: AR ZIP: 72201 N-14 1 0001.txt FORM N-14 As filed with the Securities and Exchange Commission on November 3, 2000 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. ___ [_] Post-Effective Amendment No. ___ [_] (Check appropriate box or boxes) ________________________ Exact Name of Registrant as Specified in Charter: WELLS FARGO FUNDS TRUST Area Code and Telephone Number: (800) 552-9612 Address of Principal Executive Offices, including Zip Code: 525 Market Street San Francisco, California 94163 __________________________ Name and Address of Agent for Service: C. David Messman c/o Wells Fargo Bank, N.A. 633 Folsom Street, 7th Floor San Francisco, California 94107-3600 With copies to: Robert M. Kurucza, Esq. Marco E. Adelfio, Esq. Morrison & Foerster LLP 2000 Pennsylvania Ave., N.W. Suite 5500 Washington, D.C. 20006 __________________________ 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. WELLS FARGO FUNDS TRUST CROSS-REFERENCE SHEET Items Required by Form N-14 --------------------------- Letter to Shareholders - ---------------------- Notice of Special Meeting - ------------------------- PART A - ------ Item No. Prospectus Caption - -------- ------------------ 1 Cover Page Cross-Reference Sheet Front Cover Page of Combined Prospectus/Proxy Statement 2 Table of Contents 3 Summary 4 Summary Terms of the Reorganization Board Consideration of the Reorganization Material Federal Income Tax and Federal Income Tax Opinions Existing and Pro Forma Capitalizations 5 Summary Terms of the Reorganization 6 Summary Terms of the Reorganization 7 Information on Voting 8 Not Applicable 9 Not Applicable PART B - ------ Statement of Additional Item No. Information Caption - -------- ----------------------- 10 Cover Page 11 Table of Contents 12 Incorporation of Documents by Reference in Statement of Additional Information 13 Incorporation of Documents by Reference in Statement of Additional Information 14 Incorporation of Documents by Reference in Statement of Additional Information Pro-Forma Financial Statements and Schedules PART C - ------ Item Nos. - --------- 15-17 Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Registration Statement THE FOLLOWING ITEMS ARE INCORPORATED BY REFERENCE: (A) From Post-Effective Amendment No. 9 of Wells Fargo Funds Trust, filed February 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and Statement of Additional Information dated February 1, 2000, as supplemented on September 29, 2000, describing the Wells Fargo Growth Fund; (B) From Post-Effective Amendment No. 9 of Wells Fargo Funds Trust, filed February 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and Statement of Additional Information dated February 1, 2000, describing the Wells Fargo Asset Allocation Fund; (C) From Post-Effective Amendment No. 17 of Wells Fargo Funds Trust, filed November 1, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and Statement of Additional Information dated November 1, 2000, describing the Wells Fargo National Tax-Free Fund; (D) From Post-Effective Amendment No. 15 of Wells Fargo Funds Trust, filed October 2, 2000 (SEC File No. 333-74295; 811-9253): the Prospectuses and Statement of Additional Information dated October 1, 2000, describing the Wells Fargo Income Fund and the Wells Fargo Stable Income Fund; (E) The audited financial statements and related independent auditors' reports for the Wells Fargo Growth Fund, contained in the Annual Reports for the fiscal year ended September 30, 2000, as filed with the SEC on [November 30, 2000]. (F) The audited financial statements and related independent auditors' reports for the Wells Fargo Asset Allocation Fund, contained in the Annual Reports for the fiscal year ended September 30, 2000, as filed with the SEC on [November 30, 2000]. (G) The audited financial statements and related independent auditors' reports for the Wells Fargo National Tax-Free Fund, contained in the Annual Reports for the fiscal year ended June 30, 2000, as filed with the SEC on August 29, 2000. (H) The audited financial statements and related independent auditors' reports for the Wells Fargo Income Fund and Wells Fargo Stable Income Fund, contained in the Annual Reports for the fiscal year ended May 31, 2000, as filed with the SEC on August 2, 2000. (I) From Post-Effective Amendment No. 17 of The Achievement Funds Trust, filed May 30, 2000 (SEC File No. 333-26205; 811-5712): the Prospectus and Statement of Additional Information dated June 1, 2000, describing the Funds of the Achievement Funds Trust. (J) The audited financial statements and related independent auditors' reports for the Funds of The Achievement Funds Trust, contained in the Annual Reports for the fiscal year ended January 31, 2000, as filed with the SEC on March 28, 2000. IMPORTANT NOTICE: PLEASE COMPLETE THE ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE. FOR YOUR CONVENIENCE YOU MAY VOTE BY CALLING THE TOLL-FREE TELEPHONE NUMBER PRINTED ON YOUR PROXY BALLOT. YOU ALSO MAY VOTE BY INTERNET AT WWW.PROXYVOTE.COM. A CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU. THE ACHIEVEMENT FUNDS TRUST ONE FREEDOM VALLEY DRIVE OAKS, PENNSYLVANIA 19456 December , 2000 Dear Valued Shareholder: We are seeking your approval of a proposed reorganization of mutual funds of The Achievement Funds Trust into corresponding mutual funds of Wells Fargo Funds Trust. The proposed reorganization arises out of Wells Fargo & Company's acquisition of First Security Corporation, which is the parent company of the investment advisor to the Funds of The Achievement Funds Trust, which we refer to as the Achievement Funds. In the reorganization, each Achievement Fund listed below will transfer all of its assets and liabilities to the corresponding Fund of Wells Fargo Funds Trust, which we refer to as the Wells Fargo Funds. We refer to the Achievement Funds and the Wells Fargo Funds together as the Funds. The six Achievement Funds will be merged into existing Wells Fargo Funds. The following table lists the Achievement Funds and the corresponding Wells Fargo Funds that are part of the proposed reorganization.
Achievement Funds Wells Fargo Funds ---------------------------- ------------------------------------------------------------ Equity Fund Growth Fund Balanced Asset Allocation Fund Municipal Bond Fund National Tax-Free Fund Idaho Municipal Bond Fund National Tax-Free Fund Intermediate Term Bond Fund Income Fund Short-Term Bond Fund Stable Income Fund
WHAT ARE SOME OF THE POTENTIAL BENEFITS OF THE PROPOSED REORGANIZATION? . The broader product array of the Wells Fargo Funds, and the expanded range of investment options and shareholder services available to shareholders of the Wells Fargo Funds, consisting of more than 65 mutual funds. . The greater breadth, depth and varied expertise of the investment management personnel employed by the investment advisor and sub-advisors to the Wells Fargo Funds. . The potential greater investment opportunities, analyst coverage and market presence of the Wells Fargo Funds into which the Achievement Funds will be reorganized. . The potential improved operating efficiencies of the Wells Fargo Funds into which the Achievement Funds will be reorganized. . The enhanced viability of the combined Funds due to larger asset size and multiple channels of distribution for the Wells Fargo Funds. WELLS FARGO BANK, N.A. HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION, SO ACHIEVEMENT FUND SHAREHOLDERS WILL NOT BEAR THESE COSTS. The Board of Trustees of The Achievement Funds Trust has unanimously approved the reorganization and believes that it is in the best interests of the Achievement Funds' shareholders. They recommend 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 card promptly. No postage is necessary if you mail it in the United States. You also may vote by telephone by calling the toll-free number printed on your proxy ballot, or vote by Internet (http://www.proxyvote.com). If you have any questions about the proxy or about the proposed fund reorganization, call your trust officer, investment professional, or the Achievement Funds' Customer Service at 1-800- 472-0577. Very truly yours, Robert Nesher President The Achievement Funds Trust EQUITY FUND BALANCED FUND MUNICIPAL BOND FUND IDAHO MUNICIPAL BOND FUND INTERMEDIATE TERM BOND FUND SHORT-TERM BOND FUND The Achievement Funds Trust One Freedom Valley Drive Oaks, Pennsylvania 19456 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS SCHEDULED FOR FEBRUARY 8, 2001 This is the formal notice and agenda for the Achievement Funds' special shareholder meeting. It tells shareholders what proposal will be voted on and the time and place of the meeting. We refer to the six funds of The Achievement Funds Trust listed above as the Achievement Funds and the five Wells Fargo Funds listed in the attached proxy statement/prospectus as the Wells Fargo Funds. We refer to all of them together as the Funds. To the Shareholders of the Achievement Funds: A special meeting of shareholders of each of the Achievement Funds will be held on February 8, 2001, at 11:00 a.m. (Eastern Time) at the offices of the Achievement Funds located at One Freedom Valley Drive, Oaks, Pennsylvania 19456 to consider the following: 1. The proposal to approve an Agreement and Plan of Reorganization. Under this Agreement, each Achievement Fund will transfer all of its assets and liabilities to a corresponding Wells Fargo Fund in exchange for shares of the same class of the corresponding Wells Fargo Fund having equal value, which will be distributed proportionately to the shareholders of the Achievement Fund. Upon completion of the transactions contemplated by the Agreement and Plan of Reorganization, The Achievement Funds Trust will be terminated. 2. Any other business that properly comes before the meeting. Shareholders of record as of the close of business on December 1, 2000 are entitled to vote at the meeting. Whether or not you expect to attend the meeting, please complete and return the enclosed proxy card (voting instruction card). By Order of the Board of Trustees William E. Zitelli, Jr. Vice President and Secretary December , 2000 YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU ARE ENTITLED TO VOTE. Combined Proxy Statement/Prospectus December , 2000 THE ACHIEVEMENT FUNDS TRUST One Freedom Valley Drive Oaks, Pennsylvania 19456 WELLS FARGO FUNDS TRUST P.O. Box 7066 San Francisco, California 94120-7066 WHAT IS THIS DOCUMENT AND WHY WE ARE SENDING IT TO YOU? This document is a combined proxy statement and prospectus. It contains the information that shareholders of The Achievement Funds Trust should know before voting on the proposal before them, and should be retained for future reference. It is both the proxy statement of the six funds of The Achievement Funds Trust listed below, which we refer to as the Achievement Funds, and a prospectus for the five funds of Wells Fargo Funds Trust listed below, which we refer to as the Wells Fargo Funds.
ACHIEVEMENT FUNDS WELLS FARGO FUNDS - ---------------------------- ------------------------------------------------------------ Equity Fund Growth Fund Balanced Fund Asset Allocation Fund Municipal Bond Fund National Tax-Free Fund Idaho Municipal Bond Fund National Tax-Free Fund Intermediate Term Bond Fund Income Fund Short-Term Bond Fund Stable Income Fund
HOW WILL THE REORGANIZATION WORK? The reorganization of each Achievement Fund will involve three steps: . the transfer of the assets and liabilities of the Achievement Fund to its corresponding Wells Fargo Fund in exchange for shares of the same class of the Wells Fargo Fund having equivalent value to the net assets transferred; . the pro rata distribution of the same class of shares of the Wells Fargo Fund to the shareholders of record of the Achievement Fund as of the effective date of the reorganization in full redemption of all shares of the Achievement Fund; and . the liquidation and termination of the Achievement Funds. As a result of the reorganization, shareholders of each Achievement Fund will hold shares of the same class of the corresponding Wells Fargo Fund having the same total value as the shares of the Achievement Fund that they held immediately before the reorganization. If a majority of the shares of one of the Achievement Funds does not approve the reorganization, that Fund will not participate in the reorganization. In such a case, the Achievement Fund will continue its operations beyond the date of the reorganization and its Trustees will consider what further action is appropriate. 1 IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE? Yes, additional information about the Funds is available in the: . Prospectuses for the Achievement Funds and for the Wells Fargo Funds; . Annual Reports to shareholders of the Achievement Funds and of the Wells Fargo Funds; and . Statements of Additional Information, or SAIs, for the Achievement Funds and for the Wells Fargo Funds. These documents are on file with the Securities and Exchange Commission, which we refer to as the SEC. The effective prospectuses and Management's Discussion of Fund Performance included in the Achievement Funds' Annual Report are legally deemed to be part of this proxy statement/prospectus. The SAI to this proxy statement/prospectus also is legally deemed to be part of this document. There also is an Agreement and Plan of Reorganization between the Achievement Funds and the Wells Fargo Funds that describes the technical details of how the reorganization will be accomplished. The Agreement and Plan of Reorganization has been filed with the SEC and is available by any of the methods described below. . A prospectus for the Wells Fargo Fund(s) whose shares you would own after the Reorganization accompanies this statement. The five Wells Fargo Funds are advised by Wells Fargo Bank, N.A., which we refer to as Wells Fargo Bank. The prospectus and annual report to shareholders of the Achievement Funds, containing audited financial statements for the most current fiscal year, have been previously mailed to shareholders. . Management's Discussion of Fund Performance for each of the Wells Fargo Funds contained in the most recent Annual Report is included at Exhibit C. Copies of all of those documents are available upon request without charge by writing to or calling: The Achievement Funds One Freedom Valley Drive Oaks, PA 19456 1-800-472-0577 Wells Fargo Funds P.O. Box 7066 San Francisco, CA 94120-7066 1-800-552-9612 2 You also may view or obtain these documents from the SEC: In Person: At the SEC's Public Reference Room in Washington, D.C. By Phone: 1-800-SEC-0330 By Mail: Public Reference Section Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549-6009 (duplicating fee required) By Email: publicinfo@sec.gov (duplicating fee required) By Internet: www.sec.gov (Wells Fargo Funds Trust; The Achievement Funds Trust)
OTHER IMPORTANT THINGS TO NOTE: . An investment in the Wells Fargo Funds is not a deposit in Wells Fargo Bank or any other bank and is not insured or guaranteed by the FDIC or any other government agency. . You may lose money by investing in the Funds. . The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. 3 Table of Contents
PAGE ---- Introduction.............................................................. 1 Proposal: Approval of Reorganization of the Achievement Funds............. 5 Reasons for the Reorganization........................................... 5 Summary.................................................................. 7 Comparison of Current Fees.............................................. 7 Comparison of Investment Objectives, Principal Investment Strategies and Policies............................................................... 8 Common and Specific Risk Considerations................................. 15 Comparison of Shareholder Services and Procedures....................... 17 Comparison of Investment Advisors and Investment Advisory Fees.......... 18 Comparison of Other Principal Service Providers......................... 20 Comparison of Business Structures....................................... 20 Terms of the Reorganization.............................................. 21 Board Consideration of the Reorganization................................ 22 Performance.............................................................. 24 Material Federal Income Tax Consequences and Federal Tax Opinions........ 25 Fees and Expenses of the Reorganization.................................. 26 Information on Voting..................................................... 26 Existing and Pro Forma Capitalizations.................................... 28 Outstanding Shares........................................................ 30 Interest of Certain Persons in the Transactions........................... 30
4 INTRODUCTION On October 25, 2000, Wells Fargo & Company, the parent company of Wells Fargo Bank, acquired First Security Corporation, the parent company of First Security Investment Management, Inc., the investment advisor to the Achievement Funds. We refer to this transaction as the Acquisition. The Board of Trustees of The Achievement Funds Trust called this shareholder meeting to allow shareholders of the Achievement Funds to consider and vote on a proposal arising out of the Acquisition. The proposal concerns the proposed reorganization of six Achievement Funds into corresponding Wells Fargo Funds. We refer to these reorganizations as the Reorganization. PROPOSAL: APPROVAL OF REORGANIZATION OF ACHIEVEMENT FUNDS On November 1, 2000, the Board of Trustees of The Achievement Funds Trust unanimously voted to approve the Reorganization, subject to approval by each Achievement Fund's shareholders. In the Reorganization, each Achievement Fund will transfer its assets to its corresponding Wells Fargo Fund, which will assume the liabilities of the Achievement Fund. Upon the transfer of assets, shares of that Wells Fargo Fund will be distributed to shareholders of that Achievement Fund. Any shares you own of an Achievement Fund at the time of the Reorganization will be cancelled and you will receive shares of the same class of the corresponding Wells Fargo Fund having a value equal to the value of your shares of the Achievement Fund. The Reorganization is expected to be a tax-free transaction for federal income tax purposes. If approved by shareholders, the Reorganization is expected to occur in February 2001. Reasons for the Reorganization The Reorganization is part of the plan to consolidate all mutual fund operations after the Acquisition. Wells Fargo Bank currently operates a fund family consisting of over 65 mutual funds. Consolidating the Achievement Funds into the larger Wells Fargo Fund family can benefit all Achievement Fund shareholders. The Board of Trustees of The Achievement Funds Trust concluded that participation in the proposed Reorganization is in the best interests of each Achievement Fund and its shareholders. In reaching that conclusion, the Trustees considered, among other things: 1. The broader product array of the more than 65 Wells Fargo mutual funds, and the expanded range of investment options and shareholder services available to investors in those funds. 2. The greater breadth, depth and varied expertise of the investment management personnel employed by the investment advisor and sub- advisors of all of the Wells Fargo Funds. 3. The enhanced viability of the combined Funds due to larger asset size and multiple channels of distribution for the Wells Fargo Funds. 4. The potential greater investment opportunities, analyst coverage and market presence of the Wells Fargo Funds into which the Achievement Funds will be reorganized. 5. The potential for greater operating efficiencies of the Wells Fargo Funds into which the Achievement Funds will be reorganized. 6. The performance track records of the Wells Fargo Funds into which the Achievement Funds will be reorganized. 7. The expense ratios of the Wells Fargo Funds as compared to their corresponding Achievement Funds. 5 8. The tax-free nature of the Reorganization for federal income tax purposes. 9. The compatibility of the investment objectives and principal investment strategies of the Wells Fargo Funds with those of the Achievement Funds. 10. The undertaking by Wells Fargo Bank to bear the expenses of the Reorganization. The Trustees also concluded that the economic interests of the shareholders of the Achievement Funds would not be diluted as a result of the proposed Reorganization since the number of Wells Fargo Funds shares to be issued to Achievement Fund shareholders will be calculated based on the respective net asset value of the Funds. For a more complete discussion of all of the factors considered by the Board of The Achievement Funds Trust in approving the Reorganization, see pages [ ]. 6 SUMMARY The following summary highlights differences between each Achievement Fund and its corresponding Wells Fargo Fund that you will own after the Reorganization. This summary is not complete and does not contain all of the information that you should consider before voting on the Reorganization. For more complete information, please read this entire document and the enclosed Wells Fargo Fund prospectus(es). Comparison of Current Fees As shown in the following chart, in every case except the Institutional Class of the Achievement Equity Fund-Wells Fargo Growth Fund pairing and the Institutional Class of the Achievement Balanced Fund-Wells Fargo Asset Allocation Fund pairing, the Wells Fargo Funds have total operating expense ratios that are the same as or lower than those of the corresponding share classes of the Achievement Funds, after waivers and reimbursements. In every case except the Retail Class A and Class B of the Achievement Equity Fund- Wells Fargo Growth Fund pairing, the Wells Fargo Funds have total operating expense ratios that are lower than those of the corresponding share classes of the Achievement Funds, before waivers and reimbursements.
Total Operating Total Operating Expenses Before/ Expenses Before/ Achievement Fund/ After Waivers Wells Fargo Fund/ After Waivers Share Class and Reimbursements Share Class and Reimbursements - ---------------------- ------------------ ---------------------- ------------------ Equity Fund Growth Fund Class A 1.28%/1.15% Class A 1.44%/1.12% Class B 2.03%/1.90% Class B 2.24%/1.87% Institutional Class 1.03%/0.90% Institutional Class 1.02%/1.00% Balanced Fund Asset Allocation Fund Class A 1.30%/1.15% Class A 1.20%/0.99% Class B 2.05%/1.90% Class B 1.99%/1.74% Institutional Class 1.05%/0.90% Institutional Class 1.03%/1.00% Municipal Bond Fund National Tax-Free Fund Class A 1.18%/1.00% Class A 0.97%/0.80% Class B 1.93%/1.65% Class B 1.73%/1.55% Institutional Class 0.93%/0.75% Institutional Class 0.68%/0.60% Idaho Municipal Bond Fund National Tax-Free Fund Class A 1.30%/1.00% Class A 0.97%/0.80% Class B 2.05%/1.65% Class B 1.73%/1.55% Institutional Class 1.05%/0.75% Institutional Class 0.68%/0.60% Intermediate Term Bond Fund Income Fund Class A 1.18%/1.00% Class A 1.10%/1.00% Institutional Class 0.93%/0.75% Institutional Class 0.76%/0.75% Short-Term Bond Fund Stable Income Fund Class A 1.32%/1.00% Class A 1.06%/0.90% Institutional Class 1.07%/0.75% Institutional Class 0.79%/0.65%
7 Another important point to consider is that currently, the actual fees paid by the Achievement Funds are less than their permitted gross fees because of fee waivers by certain of the Achievement Funds' service providers, but the waivers are voluntary, which means the waivers and reimbursements could be rescinded at any time, increasing the total operating expenses of the Achievement Funds up to the maximum amount shown above. In contrast, Wells Fargo Bank, as the investment advisor and administrator to each of the Wells Fargo Funds is contractually obligated through waivers or reimbursements to maintain the net operating expense ratios shown in the chart above. Wells Fargo Bank is obligated to maintain the net operating expense ratio for the Growth Fund until at least February 1, 2002, and to maintain the net operating expense ratio for the Asset Allocation Fund until at least November 8, 2001. Similarly, Wells Fargo Bank is obligated to maintain the net operating expense ratios for the National Tax-Free Fund until at least November 1, 2001, and to maintain the net operating expense ratio for the Income and Stable Income Funds until at least October 1, 2001. Upon the expiration of the applicable mandatory waiver period, the net operating expense ratios of each Wells Fargo Fund may be increased only with the approval of the Board of Trustees. See Exhibit A for a breakdown of the specific fees charged to each Wells Fargo Fund and Achievement Fund, and more information about expenses. Comparison of Investment Objectives, Principal Investment Strategies and Policies Each Achievement Fund and its corresponding Wells Fargo Fund pursue similar investment objectives and hold substantially similar securities. As a result, the proposed Reorganization is not expected to cause significant portfolio turnover or transaction expenses from the sale of securities that are incompatible with the investment objective(s) of the Wells Fargo Fund. A few key differences do exist which are summarized here. The Achievement Funds' investment objective(s) or goal(s) are classified as fundamental, which means that the Board cannot change them without shareholder approval. The Wells Fargo Funds' investment objectives are not classified as fundamental, which means that the Board can change them without shareholder approval. The Wells Fargo Funds believe that this approach allows the Board to better respond to changing market conditions and to save the Wells Fargo Funds and their shareholders money by eliminating the need to solicit proxies to obtain shareholder approval to change an investment objective to respond to changing market conditions. The Wells Fargo Funds also have fewer and different "fundamental" investment policies, which can only be changed with shareholder approval and can restrict a fund's ability to respond to new developments and changing trends. Investment policies may limit a portfolio manager from investing in a security that is consistent with the investment objectives and principal investment strategies of a Fund and otherwise an appropriate investment. The Wells Fargo Funds' fundamental investment policies were developed with a view to avoiding restrictions that unnecessarily hamper a portfolio manager's discretion, and to conforming the investment polices of each of the Wells Fargo Funds to the flexibility currently allowed by federal and state law. Also, the list of "fundamental" policies is consistent across all Wells Fargo Funds (with limited exceptions), which greatly facilitates compliance and monitoring activities. 8 The following charts compare the investment objective(s) and principal investment strategies of each Achievement Fund and the corresponding Wells Fargo Fund, and describes the key differences between the Funds. A more detailed comparison of the Funds' investment objectives, strategies and other investment policies can be found at Exhibit B. You can find additional information about a specific Fund's investment objective(s), principal investment strategies and investment policies in its prospectus and SAI. - -------------------------------------------------------------------------------
FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES - ------------------------------------------------------------------------------------------------- ACHIEVEMENT EQUITY FUND Seeks long-term The Fund invests in a The Achievement Equity Fund capital diversified portfolio includes current income as a appreciation of U.S. equity secondary objective, whereas with current securities, and long-term capital income as a emphasizes investments appreciation is the Wells secondary in companies with Fargo Growth Fund's only consideration in medium to large market objective. Despite this selecting capitalizations. stated difference, both securities. Funds invest principally in equity securities of companies with medium to large market capitalizations, and in selecting securities both Funds analyze the earnings growth trend of the company. The Wells Fargo Growth Fund has the authority to invest up to 25% of its total assets in foreign securities, whereas the Achievement Equity Fund does not invest in foreign securities. - ----------------------------------------------------------------------------------------- WELLS FARGO GROWTH FUND Seeks long-term The Fund invests capital principally in a appreciation. diversified portfolio of common stocks and other equity securities of domestic and foreign companies, whose market capitalization falls within the range of the Russell 1000 Index, which is considered a mid- to large-capitalization index. The Fund looks for companies that have a strong earnings growth trend and above-average prospects for future growth. - -------------------------------------------------------------------------------------------------
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FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES - ---------------------------------------------------------------------------------------------- ACHIEVEMENT BALANCED Seeks total The Fund invests in a Both Funds are diversified, FUND return diversified portfolio seek total return and invest consisting of of U.S. equity in three asset classes, (i) capital securities and stocks, (ii) bonds, and appreciation and investment grade (iii) money market current income fixed-income instruments. The Achievement consistent with securities. Balanced Fund, however, prudent individually selects the investment risk. securities within the three asset classes, whereas the Wells Fargo Asset Allocation Fund selects specific stock and fixed income securities based on their weighting in a specific index. In addition, the Achievement Balanced Fund has minimum requirements for each asset class but the Wells Fargo Asset Allocation Fund does not. The Wells Fargo Asset Allocation Fund may invest up to 25% of its total assets in foreign securities that qualify as money market instruments, whereas the Achievement Balanced Fund does not invest in foreign securities. - ----------------------------------------------------------------------------------------- WELLS FARGO ASSET Seeks long-term The Fund does not ALLOCATION FUND total return, select securities consistent with individually, but reasonable risk. rather buys substantially all or a representative sample of the securities of various indexes in seeking to replicate the total return of the index. The Fund uses an asset allocation model to allocate and reallocate assets among common stocks (S&P 500 Index), U.S. Treasury bonds (Lehman Brothers 20+ Bond Index) and money market instruments, operating with a "normal" allocation of 60% stocks and 40% bonds. The Fund invests in asset classes that it believes are undervalued in order to achieve better long-term, risk- adjusted returns. - ----------------------------------------------------------------------------------------------
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FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES - ----------------------------------------------------------------------------------------------- ACHIEVEMENT MUNICIPAL Seeks as high a The Fund invests Both Funds invest primarily BOND FUND level of current primarily in a in municipal securities with income exempt from diversified portfolio income that is exempt from federal income of investment grade federal income tax and taxes as is municipal federal alternative minimum consistent with obligations. tax ("AMT"). The Achievement preservation of Municipal Bond Fund reserves capital. the right to invest up to 20% of its net assets in securities that generate income subject to AMT. The Wells Fargo National Tax- Free Fund reserves the right to invest up to 20% of its net assets in securities that generate income subject to federal income tax, including AMT. The Achievement Municipal Bond Fund does not have any restriction with respect to the maturities of securities held, whereas the dollar weighted maturity of the Wells Fargo National Tax- Free Fund's portfolio is generally between 10 and 20 years. - ----------------------------------------------------------------------------------------- WELLS FARGO NATIONAL Seeks current The Fund invests TAX-FREE FUND income exempt from primarily in a federal income diversified portfolio tax. of investment grade municipal securities with average maturities between 10 and 20 years. - -----------------------------------------------------------------------------------------------
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FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES - ---------------------------------------------------------------------------------------------- ACHIEVEMENT IDAHO Seeks high current The Fund invests Both Funds invest in MUNICIPAL BOND FUND income exempt from primarily in a municipal securities with federal and Idaho focused portfolio of income that is exempt from income taxes. investment grade federal income tax. The municipal bonds of Achievement Idaho Municipal Idaho issuers. Bond Fund, however, invests primarily in Idaho municipal securities, the interest from which also is exempt from Idaho personal income tax. In contrast, the Wells Fargo National Tax-Free Fund invests in municipal securities throughout the United States. In addition, the Achievement Idaho Municipal Bond Fund does not have any restriction with respect to the maturities of securities held, whereas the dollar weighted maturity of the Wells Fargo National Tax-Free Fund's portfolio is generally between 10 and 20 years. - ----------------------------------------------------------------------------------------- WELLS FARGO NATIONAL Seeks current The Fund invests TAX-FREE FUND income exempt from primarily in a federal income diversified portfolio tax. of investment grade municipal securities with average maturities between 10 and 20 years. - ----------------------------------------------------------------------------------------------
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FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES - -------------------------------------------------------------------------------------------------- ACHIEVEMENT INTERMEDIATE Seeks current The Fund invests The Wells Fargo Income Fund TERM BOND FUND income consistent principally in a may invest up to 20% with prudent diversified portfolio of its total assets in non- investment risk of investment grade investment grade securities and liquidity. fixed income (in the fifth highest securities, while category), whereas the maintaining a dollar- Achievement Intermediate weighted average Bond Fund may invest only in maturity of between 3 investment grade securities. and 10 years. The Achievement Intermediate Bond Fund may only invest up to 30% of its assets in a combination of U.S. dollar denominated bonds of foreign issuers, mortgage-backed securities, asset-backed securities and floating or variable rate corporate notes. In contrast, the Wells Fargo Income Fund has higher limits, including up to 50% of its assets in mortgage-backed securities and up to 35% of its assets in asset-backed securities. The Wells Fargo Income Fund has the flexibility to vary its weighted average maturity across a range of years that is wider than that of the Achievement Intermediate Term Bond Fund. - ----------------------------------------------------------------------------------------- WELLS FARGO INCOME FUND Seeks current The Fund invests in a income and total diversified portfolio return. consisting of a broad spectrum of U.S. issues, including U.S. Government obligations, mortgage-- and other asset-backed securities, and the debt securities of financial institutions. The Fund anticipates maintaining an average dollar- weighted maturity of between 3 and 15 years.
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FUND NAMES OBJECTIVE PRINCIPAL STRATEGY KEY DIFFERENCES - ------------------------------------------------------------------------------------------------ ACHIEVEMENT SHORT-TERM Seeks current The Fund invests in a Both Funds invest BOND FUND income with portfolio of high principally in investment preservation of quality fixed income grade securities. The principal and securities, while Achievement Short-Term Bond liquidity. maintaining a dollar- Fund may invest up to 30% weighted average of its assets in a maturity of less than combination of mortgage- two years. backed securities, asset- backed securities and floating or variable rate corporate bonds, whereas the Wells Fargo Stable Income Fund may invest up to 65% of its portfolio in mortgage- backed securities alone. The Achievement Short-Term Bond Fund maintains a dollar- weighted average maturity of less than 2 years with no stated target duration, whereas the Wells Fargo Stable Income Fund seeks to maintain a portfolio duration of between 2 and 5 years with no stated target average maturity. - ----------------------------------------------------------------------------------------- WELLS FARGO STABLE Seeks to maintain The Fund invests INCOME FUND stability of solely in another principal while fund that, in turn, providing low invests principally volatility total in short-term return. investment-grade securities which include mortgage- backed securities and U.S. Government obligations. The Fund invests in fixed--and variable-rate U.S. dollar denominated fixed-income securities of U.S. and foreign issuers, including U.S. Government obligations and the debt securities of financial institutions, corporations, and others.
- -------------------------------------------------------------------------------- 14 Common and Specific Risk Considerations Because of the similarities in investment objectives and policies, the Achievement Funds and the Wells Fargo Funds are subject to substantially similar investment risks. The following discussion describes the principal risks that may affect the Funds' portfolios as a whole, and compares the principal risks associated with the Achievement Fund and its corresponding Wells Fargo Fund. You will find additional descriptions of specific risks for each Fund below and in the prospectus for the particular Achievement Fund or Wells Fargo Fund. Equity Securities. All of the Funds that invest in equity securities are subject to equity market risk. This is the risk that stock prices will fluctuate and can decline and reduce the value of a Fund's portfolio. Certain types of stock and certain individual stocks selected for a Fund's portfolio may underperform or decline in value more than the overall market. The Funds that invest in smaller companies, in foreign companies (including investments made through ADRs and similar instruments), and in emerging markets are subject to additional risks, including less liquidity and greater price volatility. A Fund's investments in foreign companies and emerging markets are also subject to special risks associated with international investing, including currency, economic, political, regulatory and diplomatic risks. Debt Securities. All of the Funds that invest in debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility that an issuer of an instrument will be unable to make interest payments or repay principal when due. Changes in the financial strength of an issuer or changes in the credit rating of a security may affect its value. Interest rate risk is the risk that interest rates may increase, which will reduce the resale value of securities in a Fund's portfolio investments, including U.S. Government obligations. Debt securities with longer maturities are generally more sensitive to interest rate changes than those with shorter maturities. Changes in market interest rates do not affect the rate payable on debt securities held in a Fund, unless the securities have adjustable or variable rate features, which can reduce the effect of interest rate changes on the value of those securities. Changes in market interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, and affect their value and the return on your investment. Achievement Equity Fund/Wells Fargo Growth Fund The principal risks associated with investing in the Achievement Equity Fund and the Wells Fargo Growth Fund are the risks associated with investments in equity securities as described above. To the extent the Wells Fargo Growth Fund exercises the right to invest in foreign securities, it may be subject to additional risks associated with investments in foreign securities, including fluctuating currency rates and risks emanating from political and economic developments in foreign countries. The Achievement Equity Fund does not invest in foreign securities, and thus is not subject to these additional risks. Achievement Balanced Fund/Wells Fargo Asset Allocation Fund The principal risks of investing in the Achievement Balanced Fund and the Wells Fargo Asset Allocation Fund are the risks associated with investing in equity and debt securities as described above. Both Funds invest in similar securities and have similar risks. Because the Wells Fargo Asset Allocation Fund may invest up to 25% of its assets in foreign securities that qualify as money market instruments, it may be subject to additional risks associated with foreign securities, including currency, economic, political, regulatory and diplomatic risks. The Achievement Balanced Fund does not invest 15 in foreign securities, and thus is not subject to these additional risks. The Wells Fargo Asset Allocation Fund is not required to keep a minimum investment in each asset class, nor is it prohibited from investing all of its assets in a single class. This strategy is designed to enhance returns, but it may, at times, expose the Fund to greater equity or debt risk than the Achievement Balanced Fund. Achievement Municipal Bond Fund/Wells Fargo National Tax-Free Fund The principal risks of investing in the Achievement Municipal Bond Fund and the Wells Fargo National Tax-Free Fund are the risks associated with debt securities described above. Both Funds invest in similar securities and have similar risks, however, the Achievement Municipal Bond Fund does not have any restriction with respect to the maturities of securities held, whereas the average dollar weighted maturity of the Wells Fargo National Tax-Free Fund's portfolio is generally between 10 and 20 years. As of September 30, 2000, however, the average option-adjusted maturity of the Achievement Municipal Bond was approximately 9 years. The interest rate risk of each Fund relative to the other is, in part, a reflection of the relative maturity of their portfolios. In general, the Fund with the longer weighted average maturity at any point in time is exposed to greater interest rate risk, but has a higher potential return. Achievement Idaho Municipal Bond Fund/Wells Fargo National Tax-Free Fund The principal risks associated with the Achievement Idaho Municipal Bond Fund and the Wells Fargo National Tax-Free Fund are the risks associated with debt securities described above. Because the Achievement Idaho Municipal Bond Fund invests primarily in obligations of Idaho issuers, it is subject to risks associated with economic conditions in the state of Idaho that could affect Idaho municipal securities. The Wells Fargo National Tax-Free Fund is diversified among many states and thus is less vulnerable to economic conditions in any one state. In addition, the Achievement Idaho Municipal Bond Fund, as a non-diversified portfolio, is subject to increased risk because of the impact (positive or negative) that any one issuer may have on the Fund's holdings. The Wells Fargo National Tax-Free Fund, as a diversified portfolio, does not have the additional risks associated with a non-diversified fund. The Achievement Idaho Municipal Bond Fund does not have any restriction with respect to the maturities of securities held, whereas the average dollar weighted maturity of the Wells Fargo National Tax-Free Fund's portfolio is generally between 10 and 20 years. As of September 30, 2000, however, the average option-adjusted maturity of the Achievement Idaho Municipal Bond was approximately 9 years. The interest rate risk of each Fund relative to the other is, in part, a reflection of the relative maturity of their portfolios. In general, the Fund with the longer weighted average maturity at any point in time is exposed to greater interest rate risk, but has a higher potential return. Achievement Intermediate Term Bond Fund/Wells Fargo Income Fund The principal risks associated with the Achievement Intermediate Term Bond Fund and the Wells Fargo Income Fund are the risks associated with debt securities described above. To the extent that the Wells Fargo Income Fund exercises its right to invest 20% of its assets in non-investment grade securities, it may be subject to greater credit risk that an issuer may default on a non-investment grade bond than the Achievement Intermediate Term Bond Fund, which may invest in only investment grade securities. To the extent the Wells Fargo Income Fund extends its weighted average portfolio maturity beyond 10 years, which is the maximum permitted for the Achievement Intermediate Term Bond Fund, it may be subject to greater interest rate risk. 16 Achievement Short-Term Bond Fund/Wells Fargo Stable Income Fund The principal risks associated with the Achievement Short-Term Bond Fund and the Wells Fargo Stable Income Fund are the risks associated with debt securities described above. To the extent that the Achievement Short-Term Bond Fund invests only in investment grade securities in the three highest categories, while the Wells Fargo Stable Income Fund may invest in investment grade securities in the four highest categories, the Achievement Short-Term Bond Fund might be subject to less credit risk that an issuer would default. Because the Wells Fargo Stable Income Fund has a longer average portfolio duration than the Achievement Short-Term Bond Fund, it is subject to more interest rate risk than the Achievement Short-term Bond Fund, which has a shorter average portfolio duration. Because the Wells Fargo Stable Income Fund may invest more of its total assets (up to 65%) in mortgage-backed securities than the Achievement Short-Term Bond Fund (only up to 35%), the Wells Fargo Stable Income Fund is subject to greater risk that consumers will either accelerate their prepayment of mortgage loans, which can shorten the duration of the portfolio and decrease its return, or extend their payment of mortgage loans for longer than anticipated, which can extend the duration of the portfolio and also decrease its return. Comparison of Shareholder Services and Procedures The Achievement Funds and Wells Fargo Funds have similar shareholder services and procedures. The Wells Fargo Funds, however, have a larger variety of share classes available to investors. The Achievement Funds offer two retail classes, Class A and B. The Wells Fargo Funds offer three retail classes, Class A, Class B and Class C Shares. Also, the Wells Fargo Funds offer institutional shares and service shares of certain Funds, and Online Shares of two Funds. Similar to Class A and Class B shares of the Wells Fargo Funds, the Achievement Funds' Class A shares have a front-end load, and Class B shares have a contingent deferred sales load. Both the Achievement Funds and the Wells Fargo Funds waive front-end sales loads for certain investors, including certain employees, officers and trustees of the Funds and various entities affiliated with the Funds. The fee tables in Exhibit A include comparative information about maximum sales charges on purchases and maximum deferred sales charges on redemptions for the Funds. For more detailed information on sales charges, including volume purchase sales charge breakpoints and waivers, and reductions of deferred sales charges over time, see the Funds' prospectuses. All Achievement Fund shareholders will receive shares of the same class of the corresponding Wells Fargo Fund. For example, shareholders with A Shares will receive A Shares. The Reorganization will not trigger any sales charges for shareholders. Each Achievement Fund has adopted a distribution plan that allows the Fund to pay distribution and service fees for the sale and distribution of its shares. Similarly, the Wells Fargo Funds have adopted a distribution plan and shareholder servicing plan to permit the Funds to pay for shareholder servicing and distribution-related services. Each class of each Wells Fargo Fund has the same or lower aggregate distribution and shareholder servicing fees as the corresponding class of the corresponding Achievement Fund. The Achievement Funds and Wells Fargo Funds have substantially similar policies with respect to redemption procedures and the pricing of fund shares. The Wells Fargo Funds and Achievement Funds generally permit exchanges between like share classes of all their funds. For both the Achievement Funds and the Wells Fargo Funds, an exchange of fund shares generally is taxable for federal income tax purposes. Both the Achievement Funds and the Wells Fargo Funds permit 17 systematic withdrawals from their respective funds. If you have a systematic withdrawal plan in effect for your Achievement Fund holdings, it will automatically be carried over to the Wells Fargo Funds. Both the Achievement Funds and the Wells Fargo Funds distribute capital gains, if any, to shareholders at least annually. The Achievement Funds and Wells Fargo Funds that invest primarily in equity securities declare and pay distributions of net investment income on a different frequency. The chart below summarizes when distributions are declared and paid for the Achievement Funds and the Wells Fargo Funds.
Name of Fund Frequency Declared Frequency Paid - --------------------------------------- ------------------ -------------- Achievement Equity Fund quarterly quarterly Wells Fargo Growth Fund annually annually Achievement Balanced Fund monthly monthly Wells Fargo Asset Allocation Fund quarterly quarterly Achievement Municipal Bond Fund daily monthly Wells Fargo National Tax-Free Fund daily monthly Achievement Idaho Municipal Bond Fund daily monthly Wells Fargo National Tax-Free Fund daily monthly Achievement Intermediate Term Bond Fund daily monthly Wells Fargo Income Fund monthly monthly Achievement Short-Term Bond Fund daily monthly Wells Fargo Stable Income Fund monthly monthly
Both the Achievement Funds and the Wells Fargo Funds offer a choice between automatically reinvesting dividends in additional shares and receiving the distribution by check. The Achievement Funds' prospectus and the Wells Fargo Funds' prospectuses and SAIs contain more detailed discussions of shareholder services and procedures. Comparison of Investment Advisors and Investment Advisory Fees Wells Fargo Bank serves directly as the investment advisor to the Wells Fargo Growth, Asset Allocation, National Tax-Free and Income Funds. Because the Wells Fargo Stable Income Fund is a gateway fund that invests substantially all of its assets in a core portfolio of Wells Fargo Core Trust, Wells Fargo Bank does not provide investment advisory services to this Fund directly. Wells Fargo Bank instead serves as the investment advisor to the core portfolio in which the Wells Fargo Stable Income Fund invests. Thus, Wells Fargo Bank serves as the investment advisor to each of the Wells Fargo Funds either directly or indirectly. Wells Fargo Bank is located at 525 Market Street, San Francisco, CA 94105. Wells Fargo Bank, founded in 1852, is the oldest bank in the western United States and is one of the largest banks in the United States. Wells Fargo Bank is a wholly-owned subsidiary of Wells Fargo & Company, a national bank holding company. As of September 30, 2000, Wells Fargo Bank and its affiliates provided advisory services for over $129 billion in assets. First Security Investment Management, Inc, a wholly-owned subsidiary of First Security Corporation, is currently the investment advisor to each of the Achievement Funds. In advance of the May 11, 2001 effectiveness of certain provisions of the Gramm-Leach-Bliley financial services modernization legislation, Wells Fargo Bank's mutual fund advisory and administrative activities will be spun-off to a separate division of Wells Fargo Bank, or to a new wholly-owned subsidiary of either Wells Fargo Bank or Wells Fargo & Company, which we refer to 18 as the New Wells Entity. As required under the Gramm-Leach-Bliley Act, the New Wells Entity will then register as an investment adviser under federal law. Regardless of which type of entity is selected as the New Wells Entity, the current mutual fund personnel at Wells Fargo Bank will become employees of the New Wells Entity, and the New Wells Entity will provide services of at least the same nature and quality with at least the same resources available to it, for the same fee, to each of the Wells Fargo Funds. References to Wells Fargo Bank as advisor and administrator to the Wells Fargo Funds should be interpreted as referring to the New Wells Entity following this spin-off. The following chart highlights the annual rate of investment advisory fees paid by each Achievement Fund and Wells Fargo Fund as a percentage of average net assets.
Fund Advisory Fee (Contractual) - --------------------------------------- -------------------------- Achievement Equity Fund 0.74% Wells Fargo Growth Fund 0.75% Achievement Balanced Fund 0.74% Wells Fargo Asset Allocation Fund 0.80% Achievement Municipal Bond Fund 0.60% Wells Fargo National Tax-Free Fund 0.40% Achievement Idaho Municipal Bond Fund 0.60% Wells Fargo National Tax-Free Fund 0.40% Achievement Intermediate Term Bond Fund 0.60% Wells Fargo Income Fund 0.50% Achievement Short-Term Bond Fund 0.60% Wells Fargo Stable Income Fund 0.50%
Wells Capital Management Incorporated, or WCM, a wholly owned subsidiary of Wells Fargo Bank, is the sub-advisor directly or indirectly for each of the Wells Fargo Funds, except the Asset Allocation Fund. Because the Stable Income Fund is a gateway Fund, WCM provides its sub-advisory services to that Fund indirectly by providing sub-advisory services to the core portfolio in which the Stable Income Fund invests. In that capacity, it is responsible for the day-to-day investment management activities of each of the Wells Fargo Funds, except the Asset Allocation Fund. As of September 30, 2000, WCM provided advisory services for over $86 billion in assets. Barclays Global Fund Advisors, or BGFA, a wholly owned subsidiary of Barclays Global Investors, N.A., is the sub-adviser for the Wells Fargo Asset Allocation Fund. In that capacity, it is responsible for the model that is used to manage the investment portfolio and the selection of securities for the Asset Allocation Fund. As of September 30, 2000, BGFA and its affiliates provided investment advisory services for over $830 billion in assets. 19 Comparison of Other Principal Service Providers The following is a list of principal service providers for the Achievement Funds and Wells Fargo Funds:
Service Providers ---------------------------------------------------------- Service Achievement Funds Wells Fargo Funds - --------------------------------------------------------------------------------------- Investment Advisor First Security Investment Wells Fargo Bank Management, Inc. 525 Market Street 61 South Main Street San Francisco, CA 94120 Salt Lake City, UT 84111 - --------------------------------------------------------------------------------------- Sub-advisor None WCM (all Funds except the Asset Allocation Fund) 525 Market Street San Francisco, CA 94120 BGFA (Asset Allocation Fund) 45 Fremont Street San Francisco, CA 94105 - --------------------------------------------------------------------------------------- Distributor SEI Investments Distribution Stephens Inc. Co. 111 Center Street One Freedrom Valley Drive Little Rock, AR 72201 Oaks, PA 19456 - --------------------------------------------------------------------------------------- Administrator SEI Investments Mutual Fund Wells Fargo Bank Services - --------------------------------------------------------------------------------------- Custodian First Union National Bank Wells Fargo Bank Minnesota, N.A. Barclays Global Investors (for Asset Allocation Fund only) - --------------------------------------------------------------------------------------- Fund Accountant Accounting services Forum Accounting Services, performed under the LLC Administration Agreement. - --------------------------------------------------------------------------------------- Transfer Agent and DST Systems Inc. Boston Financial Data Dividend Disbursing Agent Services, Inc. - --------------------------------------------------------------------------------------- Independent Auditors Deloitte & Touche LLP KPMG LLP
Comparison of Business Structures Federal securities laws largely govern the way mutual funds operate, but they do not cover every aspect of a fund's existence and operation. State law and each Fund's governing documents create additional operating rules and restrictions that funds must follow. The Achievement Funds are organized as series of a Massachusetts business trust, whereas the Wells Fargo Funds are series of a Delaware business trust. This difference will not significantly affect the operation of your Fund or change the responsibilities, powers or the fiduciary duty of the Wells Fargo Funds' Board of Trustees. 20 Under both Delaware and Massachusetts law, shareholders have the right to vote on matters as specified in the Trust Instrument or Declaration of Trust. The Wells Fargo Funds' Declaration of Trust requires shareholder approval of a matter only if required under the federal securities laws or if the Board decides to submit the matter to shareholders. Accordingly, Wells Fargo Fund shareholders may have more limited voting rights than the shareholders of the Achievement Funds. In this regard, The Achievement Funds Trust's Trust Instrument permits shareholders to vote on amendments to the Trust Instrument that would adversely affect shareholders' rights. The Wells Fargo Funds' Declaration of Trust permits the Board of Trustees to amend it without shareholder approval unless the federal securities laws expressly require it. Similarly, The Achievement Funds Trust's Trust Instrument gives shareholders the express right to vote on certain mergers and reorganizations, and requires the affirmative vote of a majority of the outstanding shares. Wells Fargo Fund shareholders have the right to vote for reorganizations only if expressly required under the federal securities laws. Terms of the Reorganization At the effective time of the Reorganization, each Wells Fargo Fund will acquire all of the assets, and assume all of the liabilities, of the corresponding Achievement Fund shown in the table below in exchange for shares of the corresponding class of the Wells Fargo Fund.
Achievement Funds Wells Fargo Funds ----------------------------------- ----------------------------------- Equity Fund Growth Fund Balanced Fund Asset Allocation Fund Municipal Fund National Tax-Free Fund Idaho Municipal Bond Fund National Tax-Free Fund Intermediate Term Bond Fund Income Fund Short-Term Bond Fund Stable Income Fund
Each Wells Fargo Fund will issue the number of full and fractional shares determined by dividing the net value of all the assets of each respective Achievement Fund by the net asset value of one share of the Wells Fargo Fund. The Agreement and Plan of Reorganization, copies of which are available upon request, provides the time for and method of determining the net value of the Achievement Funds' assets and the net asset value of a share of the Wells Fargo Funds. To determine the valuation of the assets transferred by each Achievement Fund and the number of shares of each Wells Fargo Fund to be transferred, the parties will use the standard valuation methods used by the Wells Fargo Funds in determining daily net asset values, which do not differ materially from the standard methods used by the Achievement Funds. The valuation will occur on the closing date of the Reorganization, which is expected to be on or about February 2001, and will be done at the time of day the Achievement Funds and Wells Fargo Funds ordinarily calculate their net asset value. Each Achievement Fund will distribute the Wells Fargo Fund shares received in the Reorganization to its shareholders in liquidation of the Achievement Fund. Through this process, shareholders of record of each Achievement Fund will be credited with shares of the corresponding Wells Fargo Fund having a value equal to the Achievement Fund shares that the shareholders hold of record at the effective time of the Reorganization. At that time, the Achievement Fund will redeem and cancel its outstanding shares and will wind- up its affairs and terminate as soon as is reasonably practicable after the Reorganization. The parties may terminate the Reorganization plan by mutual consent and each party has the right to unilaterally terminate the Reorganization plan under certain circumstances. For example, either party 21 may at any time terminate the Reorganization plan unilaterally upon a determination by its Board that proceeding with the Reorganization is not in the best interest of its shareholders. Completion of the Reorganization is subject to numerous conditions set forth in the Reorganization plan. An important condition to closing is that the Achievement Funds and Wells Fargo Funds receive a tax opinion to the effect that the Reorganization will not be taxable for federal income tax purposes for the Achievement Funds, the Wells Fargo Funds or the Achievement Funds' shareholders. Other material conditions include the receipt of legal opinions regarding the Achievement Funds, the Wells Fargo Funds and the Reorganization. Last, the closing is conditioned upon both the Achievement Funds and Wells Fargo Funds receiving the necessary documents to transfer the assets and liabilities of each Achievement Fund to its corresponding Wells Fargo Fund, and to transfer the Wells Fargo Fund shares back to its corresponding Achievement Fund in exchange for the assets received. Board Consideration of the Reorganization The Trustees of the Achievement Funds were first advised of the proposed Reorganization of the Achievement Funds into the Wells Fargo Funds at the regular quarterly meeting of the Trustees held on August 4, 2000. Summary information concerning the comparative performance and operating expense ratios of the Achievement Funds and the Wells Fargo Funds was distributed and discussed at that meeting. A special meeting of the Trustees was held on October 5, 2000, to consider the proposed Reorganization. The Trustees requested and received from Wells Fargo Bank and First Security Investment Management, Inc., written materials concerning the Wells Fargo Funds and the proposed Reorganization. Those materials included information on the investment objectives and the strategies of the Wells Fargo Funds, comparative operating expense ratio and performance information, a description of the service providers and marketing plans for the Wells Fargo Funds, and an analysis of the projected benefits to Achievement Fund shareholders from the proposed Reorganization. At a meeting on November 1, 2000, the Trustees of the Achievement Funds met again to consider the Reorganization and unanimously approved the Reorganization plan and determined that the Reorganization of the Achievement Funds into the Wells Fargo Funds would be in the best interests of each Fund and its shareholders. The Trustees further determined that the interests of existing shareholders of each Fund would not be diluted upon the Reorganization. Consequently, the Trustees recommend approval of the Reorganization for the following reasons: . GREATER PRODUCT ARRAY AND ENHANCED RANGE OF INVESTMENT OPTIONS Investors in the Wells Fargo Funds family will enjoy a wide array of investment options and strategies. The Wells Fargo Funds family consists of more than 65 mutual funds, including over 20 different equity funds, 12 asset allocation and balanced funds, 11 tax-free funds, 8 income funds and 14 money market funds. Currently, the Achievement Funds family has 6 funds, of which 1 is an equity fund, 1 is a balanced fund, 2 are tax-free funds and 2 are income funds. This broader range of investment options will permit an investor in the Wells Fargo Funds family to diversify his or her investments and to participate in investment styles currently prevalent in the market. Shareholders are free, with a few exceptions, to make exchanges across the entire spectrum of Wells Fargo Funds. The Wells Fargo Funds family also employs seven different sub-advisors to provide specialized expertise with respect to certain investment styles and market segments, including 22 international, index, small cap, mid cap and large cap styles and domestic and foreign technology companies. Thus, if the Reorganization is approved, you will have increased investment options and greater flexibility to change investments. . TAX-FREE CONVERSION OF ACHIEVEMENT FUND SHARES If you were to redeem your investment in the Achievement Funds to invest in the Wells Fargo Funds or another investment product, you generally would recognize gain or loss for federal income tax purposes upon the redemption of the shares. By contrast, it is intended that the proposed Reorganization of the Achievement Funds will result in your investment being transferred to the corresponding Wells Fargo Fund without recognition of gain or loss for federal income tax purposes. Based on the conclusion that the Reorganization is not taxable, after the Reorganization you will have the same basis and holding period for your Wells Fargo Fund shares as you had for your Achievement Fund shares for federal income tax purposes. As a shareholder of an open-end fund, you will continue to have the right to redeem any or all of your shares at net asset value at any time. At that time, you generally would recognize a gain or loss for federal income tax purposes. . MARKET PRESENCE The Reorganization has the potential for the former shareholders of the Achievement Funds to achieve greater investment leverage and market presence. As of September 30, 2000, the Wells Fargo Fund family had approximately $68 billion in assets, and was the 27th largest mutual fund family in the United States. Fund investment opportunities for a mutual fund or a fund family tend to increase as fund or fund family assets increase by giving fund portfolio managers broader investment opportunities and lower trading costs. . IMPROVED OPERATING EFFICIENCIES The Wells Fargo Funds have the potential to operate more efficiently than the Achievement Funds by, among other things, having a larger group of funds with greater assets, thereby reducing certain fixed costs as a percentage of fund assets, such as legal, compliance and the board of trustee expenses. The Reorganization also has the potential to achieve efficiencies by eliminating the need for two sets of service providers, compliance systems and boards of trustees. . ENHANCED VIABILITY The combined Achievement and Wells Fargo Funds will be more viable due to the larger asset size and the multiple channels of distribution. Shares of the Wells Fargo Funds are sold through 32 organizations affiliated with Wells Fargo & Company and through 288 third-party organizations. As a result of those relationships, sales of new shares of the Wells Fargo Funds are significantly higher than sales of new shares of the Achievement Funds. The multiple distribution channels available to the Wells Fargo Funds should enhance the market presence and facilitate the operating efficiencies described above. . COMPATIBLE OBJECTIVES AND INVESTMENT STRATEGIES As discussed in the section entitled "Comparison of Investment Objectives, Principal Investment Strategies and Policies," each Wells Fargo Fund and Achievement Fund have compatible investment objectives and strategies, although the phrasing of the investment objective(s) differ slightly. As a result, the proposed Reorganization is not expected to cause significant portfolio turnover 23 or transaction expenses from the sale of securities that are incompatible with the investment objective(s) of the Wells Fargo Fund. It also is not expected to significantly alter the risk/potential return profile of any shareholder's investment. . EXPENSES OF THE REORGANIZATION Well Fargo Bank has agreed to pay all of the expenses of the Reorganization so shareholders of the Achievement Funds and Wells Fargo Funds will not bear these costs. Performance The following table shows the average annual total returns of the Institutional Class shares of the Achievement Funds and Wells Fargo Funds for 1, 5 and 10 years (or, if less, since inception). For more information regarding the total returns of each of the Funds, see the "Financial Highlights" in the Wells Fargo Funds' prospectuses accompanying this statement or your Achievement Fund prospectus. Of course, past performance does not predict future results.
Average Annual Total Return/1/ As of September 30, 2000 (Inception date of fund) 1 Year 5 Years 10 Years Since Inception - ----------------------------- --------- --------- --------- --------------- Achievement Equity Fund (12/28/94) 19.80% 17.80% N/A 20.11%/2/ Wells Fargo Growth Fund (8/2/95)/3/ 14.55% 18.12% 16.34% N/A Achievement Balanced Fund (12/28/94) 14.53% 12.92% N/A 14.58%/2/ Wells Fargo Asset Allocation/4/ 11.95% 15.44% 14.52% N/A Achievement Municipal Bond Fund (10/31/96) 4.65% N/A N/A 4.75%/2/ Wells Fargo National Tax-Free Fund/5/ 5.55% 5.58% 6.29% N/A Achievement Idaho Municipal Bond Fund (12/28/94) 5.88% 4.40% N/A 5.61%/2/ Wells Fargo National Tax-Free Fund/5/ 5.55% 5.58% 6.29% N/A Achievement Intermediate Term Bond Fund (12/28/94) 5.66% 5.23% N/A 6.36%/2/ Wells Fargo Income Fund/6/ 5.57% 5.37% 6.98% N/A Achievement Short-Term Bond Fund (12/28/94) 5.82% 5.36% N/A 5.67%/2/ Wells Fargo Stable Income Fund (11/11/94) 5.67% 5.62% N/A 5.90%/2/
- -------- /1/The returns for the Institutional Class shares do not reflect applicable sales charges and higher fees and expenses of the Class A and Class B shares of the Funds. Thus, returns for the Class A and Class B shares of both the Achievement Funds and the Wells Fargo Funds were lower than reflected in this table. /2/The performance history is from inception date, which is next to the fund's name, because the fund is not old enough to have a 5-year and/or 10-year history. /3/The Institutional Class shares of the Wells Fargo Growth Fund commenced operations on October 1, 1995. Performance shown for periods prior to the inception of the Institutional Class shares of the Fund reflects the performance of the Class A shares (which commenced operations on August 2, 1990) adjusted to reflect the fees and expenses of the Institutional Class shares. /4/The Institutional Class shares of the Wells Fargo Asset Allocation Fund commenced operations on November 11, 1999. Performance shown for periods prior to the inception of the Institutional Class shares of the Fund reflects the performance of the Class A shares (which commenced operations on November 13, 1986) adjusted to reflect the fees and expenses of the Institutional Class shares. /5/The Institutional Class shares of the Wells Fargo National Tax-Free Fund commenced operations on August 2, 1993. Performance shown for periods prior to the inception of the Institutional Class shares of the Fund reflects the performance of the Class A shares (which commenced operations on August 1, 1989) adjusted to reflect the fees and expenses of the Institutional Class shares. 24 /6/The Institutional Class shares of the Wells Fargo Income Fund commenced operations on August 2, 1993. Performance shown for periods prior to the inception of the Institutional Class shares of the Fund reflects the performance of the Class A shares (which commenced operations on June 9, 1987) adjusted to reflect the fees and expenses of the Institutional Class shares. Material Federal Income Tax Consequences and Federal Income Tax Opinions The following discussion summarizes the material federal income tax consequences of the Reorganization that are applicable to Achievement Fund shareholders. It is based on the Internal Revenue Code, applicable Treasury Regulations, judicial authority, and administrative rulings and practice, all as of the date of this proxy statement/prospectus and all of which are subject to change, including changes with retroactive effect. The discussion below does not address any state, local or foreign tax consequences of the Reorganization. An Achievement Fund shareholder's tax treatment may vary depending upon his or her particular situation. In addition, the following types of Achievement Fund shareholders, among others, also may be subject to special rules not discussed below: 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 thereof; a holder of Achievement Fund shares as part of a hedge, straddle or conversion transaction; or a person that does not hold Achievement Fund shares as a capital asset at the time of the Reorganization. Neither the Achievement Funds nor the Wells Fargo Funds has requested or will request an advance ruling from the Internal Revenue Service (the "IRS") as to the federal income tax consequences of the Reorganization or any related transaction. The IRS could adopt positions contrary to that discussed below and such positions could be sustained. Achievement Fund shareholders are urged to consult with their own tax advisors and financial planners as to the particular tax consequences of the merger to the Achievement Fund shareholder, including the applicability and effect of any state, local or foreign laws, and the effect of possible changes in applicable tax laws. The obligation of the Achievement Funds and the Wells Fargo Funds to consummate the Reorganization is conditioned upon the receipt of an opinion of counsel substantially to the effect that, on the basis of the representations set forth or referred to in the opinion, the Reorganization with respect to each Achievement Fund and the corresponding Wells Fargo Fund will be treated for federal income tax purposes as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and that an Achievement Fund and corresponding Wells Fargo Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Internal Revenue Code. Provided that the Reorganization so qualifies and an Achievement Fund and the corresponding Wells Fargo Fund are so treated: . Neither an Achievement Fund nor the corresponding Wells Fargo Fund will recognize any gain or loss as a result of the Reorganization. . An Achievement Fund shareholder will not recognize any gain or loss as a result of the receipt of Wells Fargo Fund shares in exchange for such shareholder's Wells Fargo Fund shares pursuant to the Reorganization. . An Achievement Fund shareholder's aggregate tax basis in Wells Fargo Fund shares received pursuant to the Reorganization will equal such shareholder's aggregate tax basis in Achievement Fund shares held immediately before the Reorganization. 25 . An Achievement Fund shareholder's holding period for the Wells Fargo Fund shares received pursuant to the Reorganization will include the period during which the Achievement Fund shares have been held. The tax opinion described above will be based upon facts, representations and assumptions to be set forth or referred to in the opinion and the continued accuracy and completeness of representations made by the Achievement Funds and the Wells Fargo Funds, including representations in certificates to be delivered by the management of each of the Achievement Funds and Wells Fargo Funds, which if incorrect in any material respect would jeopardize the conclusions reached in the opinion. Regardless of whether the acquisition of the assets and liabilities of an Achievement Fund by a corresponding Wells Fargo Fund qualifies as a tax-free reorganization as described above, the sale of securities by an Achievement Fund prior to the Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, is expected to result in a taxable distribution to the Achievement Funds' shareholders. Since its formation, each of the Achievement Funds and Wells Fargo Funds believe it has qualified as a separate "regulated investment company" under the Internal Revenue Code. Accordingly, each of the Achievement Funds and Wells Fargo Funds believes it has been, and expects to continue to be, relieved of federal income tax liability to the extent it makes distributions of its taxable income and gains to its shareholders. Fees and Expenses of the Reorganization All fees and expenses, including accounting expenses, legal expenses, proxy expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the completion of the Reorganization will be paid by Wells Fargo Bank. Information on Voting This proxy statement/prospectus is being provided in connection with the solicitation of proxies by the Board of Trustees of the Achievement Funds to solicit your vote for a proposal at a meeting of shareholders, which we refer to as the Meeting. The Meeting will be held at the offices of the Achievement Funds located at One Freedom Valley Drive, Oaks, Pennsylvania on February 8, 2001 at 11:00 a.m. (Eastern Time). You may vote in one of three ways. You may complete and sign the enclosed proxy card and mail it to us in the enclosed prepaid return envelope (if mailed in the United States). You may vote on the Internet by going to http://www.proxyvote.com and following the instructions. Last, you also can call the toll-free number printed on your proxy ballot. To vote via the Internet or telephone you will need the "control number" that appears on your proxy card. You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit to the appropriate Achievement Fund a later dated proxy or a written notice of revocation, or otherwise give written notice of revocation in person at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy, or, if no specification is made, FOR the proposal. Only shareholders of record on December 1, 2000 are entitled to notice of and to vote at the Meeting. Each share held as of the close of business on December 1, 2000 is entitled to one vote. For 26 each Achievement Fund, the presence in person or by proxy of one-half of the shares of the Fund entitled to vote is required to constitute a quorum at the meeting for the transaction of all business. Approval of the Reorganization by any Achievement Fund requires the lesser of (1) 67% or more of the Fund's voting shares, if holders of more than 50% of the Fund's outstanding shares are present or represented by proxy, or (2) more than 50% of a Fund's outstanding voting securities. The election inspectors will count your vote at the Meeting if cast by proxy or in person. The election inspectors will count: . votes cast "for" approval of the proposal to determine whether sufficient affirmative votes have been cast; . abstentions and broker non-votes of shares (in addition to votes cast "for") to determine whether a quorum is present at the Meeting, but not abstentions or broker non-votes to determine whether a proposal has been approved. 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 Trustees of the Achievement Funds know of no matters other than those described in this proxy statement/prospectus that will be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the Trustees' intention that proxies will be voted on such matters based on the judgment of the persons named in the enclosed form of proxy. In addition to the solicitation of proxies by mail or expedited delivery service, the Board of Trustees of The Achievement Funds Trust, and employees and agents of Wells Fargo & Company and First Security Corporation and their affiliates may solicit proxies by telephone. Wells Fargo Bank will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting material to their principals. 27 Existing and Pro Forma Capitalization The following table sets forth as of the date specified in the chart below, (i) the current capitalization of the Achievement Funds, (ii) the current capitalization of the Wells Fargo Funds, and (iii) the pro forma capitalization of the Wells Fargo Funds, adjusted to give effect to the proposed acquisition of assets at net asset value.
Achievement Equity Fund/ Total Net Shares Net Asset Value Wells Fargo Growth Fund Assets Outstanding Per Share - -------------------------------- -------------- ----------- --------------- Achievement Equity Fund Class A $ 12,424,001 643,652 $19.30 Class B $ 2,770,514 146,337 $18.93 Institutional Class $ 299,105,279 15,408,808 $19.41 Wells Fargo Growth Fund $ 311,038,398 13,632,002 $22.82 Class A $ 69,433,478 4,349,140 $15.96 Class B $ 52,560,754 1,961,425 $26.80 Institutional Class Pro Forma Wells Fargo Growth Fund (as of 9/30/00) Class A $ 323,462,399 14,176,514 22.82 Class B $ 72,203,992 4,522,677 15.96 Institutional Class $ 351,666,033 13,123,223 26.80 Achievement Balanced Fund/ Wells Fargo Asset Allocation Total Net Shares Net Asset Value Fund Assets Outstanding Per Share - ---------------------------- -------------- ----------- --------------- Achievement Balanced Fund Class A $ 3,351,769 230,864 $14.52 Class B $ 1,939,824 133,880 $14.49 Institutional Class $ 207,243,425 14,254,869 $14.54 Wells Fargo Asset Allocation Fund $1,266,357,592 51,975,430 $24.36 Class A $ 577,525,888 39,087,713 $14.78 Class B $ 20,821,881 854,269 $24.37 Institutional Class Pro Forma Wells Fargo Asset Allocation Fund (as of 9/30/00) Class A $1,269,709,361 52,113,004 24.36 Class B $ 579,465,712 39,218,992 14.78 Institutional Class $ 228,065,306 9,356,940 24.37
28
Achievement Municipal Bond Fund/Achievement Idaho Municipal Bond Fund/Wells Fargo National Shares Net Asset Value Tax-Free Fund Total Net Assets Outstanding Per Share - --------------------------------- ---------------- ----------- --------------- Achievement Municipal Bond Fund (Fund A) Class A $ 4,551,965 480,307 $ 9.48 Class B $ 2,058,309 217,171 $ 9.48 Institutional Class $ 62,324,532 6,572,701 $ 9.48 Achievement Idaho Municipal Bond Fund (Fund B) Class A $ 8,036,404 791,089 $10.16 Class B $ 1,669,696 164,220 $10.17 Institutional Class $ 21,251,674 2,097,071 $10.13 Wells Fargo National Tax-Free Fund (Fund C) Class A $ 64,858,654 6,669,992 $ 9.72 Class B $ 18,366,568 1,888,663 $ 9.72 Institutional Class $244,625,581 25,144,150 $ 9.73 Pro Forma Wells Fargo National Tax-Free Fund (Fund A + Fund C) (as of 6/30/00) Class A $ 69,410,619 7,138,109 9.72 Class B $ 20,424,877 2,100,322 9.72 Institutional Class $306,950,113 31,550,244 9.73 Pro Forma Wells Fargo National Tax-Free Fund (Fund B + Fund C) (as of 6/30/00) Class A $ 72,895,058 7,496,445 9.72 Class B $ 20,036,264 2,060,360 9.72 Institutional Class $265,877,255 27,328,520 9.73 Pro Forma Wells Fargo National Tax-Free Fund (Fund A+ Fund B + Fund C) (as of 6/30/00) Class A $ 77,447,023 7,964,564 9.72 Class B $ 22,094,573 2,272,020 9.72 Institutional Class $328,201,787 33,734,623 9.73 Achievement Intermediate Term Bond Fund/ Wells Fargo Income Shares Net Asset Value Fund Total Net Assets Outstanding Per Share - --------------------------------- ---------------- ----------- --------------- Achievement Intermediate Term Bond Fund Class A $ 1,163,686 117,378 9.91 Institutional Class $154,133,014 15,583,779 9.89 Wells Fargo Income Fund Class A $ 16,894,583 1,907,505 8.86 Institutional Class $369,718,662 41,785,788 8.85 Pro Forma Wells Fargo Income Fund (as of 5/31/00) Class A $ 18,058,269 2,038,893 8.86 Institutional Class $523,851,676 59,205,994 8.85
29
Achievement Short-Term Bond Fund/ Shares Net Asset Value Wells Fargo Stable Income Fund Total Net Assets Outstanding Per Share - ---------------------------------------- ---------------- ----------- --------------- Achievement Short-Term Bond Fund Class A $ 173,999 17,812 $ 9.77 Institutional Class $ 28,719,631 2,937,325 $ 9.78 Wells Fargo Stable Income Fund Class A $ 8,912,003 878,114 $10.15 Institutional Class $191,357,706 18,850,427 $10.15 Pro Forma Wells Fargo Stable Income Fund (as of 5/31/00) Class A $ 9,086,002 895,258 10.15 Institutional Class $220,077,337 21,679,570 10.15
Outstanding Shares As of December 1, 2000, each Achievement Fund and its corresponding Wells Fargo Fund had the following numbers of shares outstanding:
Number of Shares Achievement Funds Outstanding Wells Fargo Fund - --------------------------- ----------------------- ---------------------- Equity Fund Growth Fund Balanced Fund Asset Allocation Fund Municipal Bond Fund National Tax-Free Fund Idaho Municipal Bond Fund National Tax-Free Fund Intermediate Term Bond Fund Income Fund Short-Term Bond Fund Stable Income Fund
Interest of Certain Persons in the Transactions To the knowledge of the Achievement Funds and Wells Fargo Funds, the following are the only persons who owned of record or beneficially, five percent or more of the outstanding shares of any Achievement Fund or Wells Fargo Fund: [As of November , 2000] [Table to be inserted] To the knowledge of the Achievement Funds and Wells Fargo Funds, the following are the only persons who owned of record or beneficially, more than 25% of the outstanding shares of any Achievement Fund or Wells Fargo Fund: As of November , 2000 [Table to be inserted] 30 In addition, as of November , 2000, First Security Corporation or its affiliates controlled or held with sole or shared power to vote more than 25% of the outstanding shares of each of the Achievement Funds, respectively, in a trust, agency, custodial or other fiduciary or representative capacity. As a result, First Security Corporation may be deemed to control each of the Funds and may be able to greatly affect (if not determine) the outcome of the shareholder vote on the reorganization. Therefore, National City Bank of Minnesota, an independent fiduciary engaged by First Security Corporation will vote the shares of the Achievement Funds that are entitled to be voted by First Security Corporation. As of November , 2000, the officers and Trustees of the Achievement Funds as a group owned less than 1% of each Achievement Fund. As of November , 2000, the officers and Trustees as a group of the Wells Fargo Funds owned less than 1% of each of the Wells Fargo Funds. 31 EXHIBIT A--FEE TABLES These tables describe the fees and expenses that you may pay if you buy and hold shares of a Fund. The examples are intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds.
Achievement Wells Fargo Class A Equity Fund Growth Fund - ------- ----------- ----------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)...................... 4.50% 5.75% Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)........................................ None None/1/ Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee...................................... 0.74% 0.75% Distribution (Rule 12b-1) fee....................... 0.25%/4/ 0.00% Other expenses...................................... 0.29% 0.69% Total Annual Fund Operating Expenses (Gross)........ 1.28%/2/ 1.44% Waivers............................................. Note 2 0.32% Net Annual Fund Operating Expenses.................. Note 2 1.12%/3/ Achievement Wells Fargo Class B Equity Fund Growth Fund - ------- ----------- ----------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)...................... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)........................................ 5.00% 5.00% Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee...................................... 0.74% 0.75% Distribution (Rule 12b-1) fee....................... 1.00%/4/ 0.75% Other expenses...................................... 0.29% 0.74% Total Annual Fund Operating Expenses (Gross)........ 2.03%/2/ 2.24% Waivers............................................. Note 2 0.37% Net Annual Fund Operating Expenses.................. Note 2 1.87%/3/
- -------- /1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% CDSC if they are redeemed within one year from the date of purchase. /2/The advisor of the Achievement Equity Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Fund was as follows: 1.15% for the Class A Shares and 1.90% for the Class B Shares. Because these waivers may be eliminated at any time, they are not shown in the above tables. /3/The advisor and administrator of the Wells Fargo Growth Fund has committed until at least February 1, 2002 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo Growth Fund may be increased only with the approval of the Board of Trustees. /4/Includes distribution and service fees for the sale and distribution of Fund shares and for services provided to shareholders. Shareholder service fees for the retail classes of the Wells Fargo Funds are included in the line item "Other Expenses." A-1 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Institutional Class Equity Fund Growth Fund - ------------------- ----------- ----------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)...................... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)........................................ None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee...................................... 0.74% 0.75% Distribution (Rule 12b-1) fee....................... 0.00% 0.00% Other expenses...................................... 0.29% 0.27% Total Annual Fund Operating Expenses (Gross)........ 1.03%/1/ 1.02% Waivers............................................. Note 1 0.02% Net Annual Fund Operating Expenses.................. Note 1 1.00%/2/
- ------- /1/The advisor of the Achievement Equity Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Institutional Class Shares of the Fund was 0.90%. Because these waivers may be eliminated at any time, they are not shown in the above table. /2/The advisor and administrator of the Wells Fargo Growth Fund has committed until at least February 1, 2002 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo Growth Fund may be increased only with the approval of the Board of Trustees. Example of Expenses: The following table shows the expenses on a $10,000 investment assuming that the Fund has a 5% annual return and that Fund operating expenses remain the same, that fee waivers are not in effect for the Achievement Fund, or for the Wells Fargo Fund after the first year, and that you redeem your shares at the end of each period. Your actual costs may be higher or lower than those shown.
Achievement Wells Fargo Class A Equity Fund Growth Fund - ------- ----------- ----------- One Year.............................................. $ 575 $ 683 Three Year............................................ $ 838 $ 975 Five Year............................................. $1,121 $1,288 Ten Year.............................................. $1,926 $2,174 Achievement Wells Fargo Class B Equity Fund Growth Fund - ------- ----------- ----------- One Year.............................................. $ 706 $ 690 Three Year............................................ $1,037 $ 965 Five Year............................................. $1,293 $1,366 Ten Year.............................................. $2,169 $2,249
A-2 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Institutional Class Equity Fund Growth Fund - ------------------- ----------- ----------- One Year.............................................. $ 105 $ 102 Three Year............................................ $ 328 $ 323 Five Year............................................. $ 569 $ 561 Ten Year.............................................. $1,259 $1,246
A-3 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Asset Class A Balanced Fund Allocation Fund - ------- ------------- ----------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)............. 4.50% 5.75% Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)..................... None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee............................... 0.74% 0.80% Distribution (Rule 12b-1) fee................ 0.25%/4/ 0.00% Other expenses............................... 0.31% 0.40% Total Annual Fund Operating Expenses (Gross)..................................... 1.30%/2/ 1.20% Waivers...................................... Note 2 0.21% Net Annual Fund Operating Expenses........... Note 2 0.99%/3/
Achievement Wells Fargo Asset Class B Balanced Fund Allocation Fund - ------- ------------- ----------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)............. None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)..................... 5.00% 5.00% Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee............................... 0.74% 0.80% Distribution (Rule 12b-1) fee................ 1.00%/4/ 0.75% Other expenses............................... 0.31% 0.44% Total Annual Fund Operating Expenses (Gross)..................................... 2.05%/2/ 1.99% Waivers...................................... Note 2 0.25% Net Annual Fund Operating Expenses........... Note 2 1.74%/3/
- -------- /1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% CDSC if they are redeemed within one year from the date of purchase. /2/The advisor of the Achievement Balanced Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Fund was as follows: 1.15% for the Class A Shares and 1.90% for the Class B Shares. Because these waivers may be eliminated at any time, they are not shown in the above table. /3/The advisor and administrator of the Wells Fargo Asset Allocation Fund has committed until at least November 8, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo Asset Allocation Fund may be increased only with the approval of the Board of Trustees. /4/Includes distribution and service fees for the sale and distribution of Fund shares and for services provided to shareholders. Shareholder service fees for the retail classes of the Wells Fargo Funds are included in the line item "Other Expenses." A-4 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Asset Institutional Class Balanced Fund Allocation Fund - ------------------- ------------- ----------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)............. None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)..................... None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee............................... 0.74% 0.80% Distribution (Rule 12b-1) fee................ 0.00% 0.00% Other expenses............................... 0.31% 0.23% Total Annual Fund Operating Expenses (Gross)..................................... 1.05%/1/ 1.03% Waivers...................................... Note 1 0.03% Net Annual Fund Operating Expenses........... Note 1 1.00%/2/
- -------- /1/The advisor of the Achievement Balanced Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Institutional Class Shares of the Fund was 0.90%. Because these waivers may be eliminated at any time, they are not shown in the above table. /2/The advisor and administrator of the Wells Fargo Asset Allocation Fund has committed until at least November 8, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo Asset Allocation Fund may be increased only with the approval of the Board of Trustees. Example of Expenses: The following table shows the expenses on a $10,000 investment assuming that the Fund has a 5% annual return and that Fund operating expenses remain the same, that fee waivers are not in effect for the Achievement Fund, or for the Wells Fargo Fund after the first year, and that you redeem your shares at the end of each period. Your actual costs may be higher or lower than those shown.
Achievement Wells Fargo Asset Class A Balanced Fund Allocation Fund - ------- ------------- ----------------- One Year...................................... $ 576 $ 670 Three Year.................................... $ 884 $ 914 Five Year..................................... $1,131 $1,178 Ten Year...................................... $1,947 $1,928 Achievement Wells Fargo Asset Class B Balanced Fund Allocation Fund - ------- ------------- ----------------- One Year...................................... $ 708 $ 677 Three Year.................................... $1,043 $ 900 Five Year..................................... $1,303 $1,250 Ten Year...................................... $2,190 $1,996
A-5 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Asset Institutional Class Balanced Fund Allocation Fund - ------------------- ------------- ----------------- One Year...................................... $ 107 $ 102 Three Year.................................... $ 334 $ 325 Five Year..................................... $ 579 $ 566 Ten Year...................................... $1,283 $1,257
A-6 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Municipal National Class A Bond Fund Tax-Free Fund - ------- ----------- ------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price).................... 4.00% 4.50% Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption) ..................................... None None/1/ Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee.................................... 0.60% 0.40% Distribution (Rule 12b-1) fee..................... 0.25%/4/ 0.00% Other expenses.................................... 0.33% 0.57% Total Annual Fund Operating Expenses (Gross)...... 1.18% 0.97% Waivers........................................... Note 2 0.17% Net Annual Fund Operating Expenses................ Note 2 0.80% Achievement Wells Fargo Municipal National Class B Bond Fund Tax-Free Fund - ------- ----------- ------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price).................... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)...................................... 5.00% 5.00% Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee.................................... 0.60% 0.40% Distribution (Rule 12b-1) fee..................... 1.00%/4/ 0.75% Other expenses.................................... 0.33% 0.58% Total Annual Fund Operating Expenses (Gross)...... 1.93%/2/ 1.73% Waivers........................................... Note 2 0.18% Net Annual Fund Operating Expenses................ Note 2 1.55%/3/
- -------- /1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% CDSC if they are redeemed within one year from the date of purchase. /2/The advisor of the Achievement Municipal Bond Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Fund was as follows: 1.00% for the Class A Shares and 1.65% for the Class B Shares. Because these waivers may be eliminated at any time, they are not shown in the above table. /3/The advisor and administrator of the Wells Fargo National Tax-Free Fund has committed until at least November 1, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo National Tax-Free Fund may be increased only with the approval of the Board of Trustees. /4/Includes distribution and service fees for the sale and distribution of Fund shares and for services provided to shareholders. Shareholder service fees for the retail classes of the Wells Fargo Funds are included in the line item "Other Expenses." A-7 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Municipal National Institutional Class Bond Fund Tax-Free Fund - ------------------- ----------- ------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price).................... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)...................................... None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee.................................... 0.60% 0.40% Distribution (Rule 12b-1) fee..................... 0.00% 0.00% Other expenses.................................... 0.33% 0.28% Total Annual Fund Operating Expenses (Gross)...... 0.93%/1/ 0.68% Waivers........................................... Note 1 0.08% Net Annual Fund Operating Expenses................ Note 1 0.60%/2/
- -------- /1/The advisor of the Achievement Municipal Bond Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Institutional Class Shares of the Fund was 0.75%. Because these waivers may be eliminated at any time, they are not shown in the above table. /2/The advisor and the administrator of the Wells Fargo National Tax-Free Fund has committed until at least November 1, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo National Tax-Free Fund may be increased only with the approval of the Board of Trustees. Example of Expenses: The following table shows the expenses on a $10,000 investment assuming that the Fund has a 5% annual return and that Fund operating expenses remain the same, that fee waivers are not in effect for the Achievement Fund, or for the Wells Fargo Fund after the first year, and that you redeem your shares at the end of each period. Your actual costs may be higher or lower than those shown.
Achievement Wells Fargo Municipal National Class A Bond Fund Tax-Free Fund - ------- ----------- ------------- One Year............................................ $ 515 $ 528 Three Year.......................................... $ 760 $ 729 Five Year........................................... $1,023 $ 946 Ten Year............................................ $1,775 $1,571 Achievement Wells Fargo Municipal National Class B Bond Fund Tax-Free Fund - ------- ----------- ------------- One Year............................................ $ 696 $ 658 Three Year.......................................... $1,006 $ 827 Five Year........................................... $1,242 $1,122 Ten Year............................................ $2,062 $1,730
A-8 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Municipal National Institutional Class Bond Fund Tax-Free Fund - ------------------- ----------- ------------- One Year............................................ $ 95 $ 61 Three Year.......................................... $ 296 $210 Five Year........................................... $ 515 $371 Ten Year............................................ $1,143 $839
A-9 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Idaho Municipal National Class A Bond Fund Tax-Free Fund - ------- --------------- ------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)................. 4.00% 4.50% Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)............................... None None/1/ Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee................................. 0.60% 0.40% Distribution (Rule 12b-1) fee.................. 0.25%/4/ 0.00% Other expenses................................. 0.45% 0.57% Total Annual Fund Operating Expenses (Gross)... 1.30%/2/ 0.97% Waivers........................................ Note 2 0.17% Net Annual Fund Operating Expenses............. Note 2 0.80%/3/
Wells Fargo Achievement National Idaho Municipal Tax-Free Class B Bond Fund Fund - ------- --------------- ----------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)................... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)................................. 5.00% 5.00% Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee................................... 0.60% 0.40% Distribution (Rule 12b-1) fee.................... 1.00%/4/ 0.75% Other expenses................................... 0.45% 0.58% Total Annual Fund Operating Expenses (Gross)..... 2.05%/2/ 1.73% Waivers.......................................... Note 2 0.18% Net Annual Fund Operating Expenses............... Note 2 1.55%/3/
- ------- /1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% CDSC if they are redeemed within one year from the date of purchase. /2/The advisor of the Achievement Idaho Municipal Bond Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Fund was as follows: 1.00% for the Class A Shares and 1.65% for the Class B Shares. Because these waivers may be eliminated at any time, they are not shown in the above table. /3/The advisor and administrator of the Wells Fargo National Tax-Free Fund has committed until at least November 1, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo National Tax-Free Fund may be increased only with the approval of the Board of Trustees. /4/Includes distribution and service fees for the sale and distribution of Fund shares and for services provided to shareholders. Shareholder service fees for the retail classes of the Wells Fargo Funds are included in the line item "Other Expenses." A-10 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Idaho Municipal National Institutional Class Bond Fund Tax-Free Fund - ------------------- --------------- ------------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)................. None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)............................... None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee................................. 0.60% 0.40% Distribution (Rule 12b-1) fee.................. 0.00% 0.00% Other expenses................................. 0.45% 0.28% Total Annual Fund Operating Expenses (Gross)... 1.05%/1/ 0.68% Waivers........................................ Note 1 0.08% Net Annual Fund Operating Expenses............. Note 1 0.60%/2/
- -------- /1/The advisor of the Achievement Idaho Municipal Bond Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Institutional Class Shares of the Fund was 0.75%. Because these waivers may be eliminated at any time, they are not shown in the above table. /2/The advisor and administrator of the Wells Fargo National Tax-Free Fund has committed until at least November 1, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo National Tax-Free Fund may be increased only with the approval of the Board of Trustees. Example of Expenses: The following table shows the expenses on a $10,000 investment assuming that the Fund has a 5% annual return and that Fund operating expenses remain the same, that fee waivers are not in effect for the Achievement Fund, or for the Wells Fargo Fund after the first year, and that you redeem your shares at the end of each period. Your actual costs may be higher or lower than those shown.
Achievement Wells Fargo Idaho Municipal National Class A Bond Fund Tax-Free Fund - ------- --------------- ------------- One Year........................................ $ 527 $ 528 Three Year...................................... $ 796 $ 729 Five Year....................................... $1,084 $ 946 Ten Year........................................ $1,905 $1,571 Achievement Wells Fargo Idaho Municipal National Class B Bond Fund Tax-Free Fund - ------- --------------- ------------- One Year........................................ $ 708 $ 658 Three Year...................................... $1,043 $ 827 Five Year....................................... $1,303 $1,122 Ten Year........................................ $2,190 $1,730
A-11 EXHIBIT A--FEE TABLES (Continued)
Achievement Wells Fargo Idaho Municipal National Institutional Class Bond Fund Tax-Free Fund - ------------------- --------------- ------------- One Year........................................ $ 107 $ 61 Three Year...................................... $ 334 $210 Five Year....................................... $ 579 $371 Ten Year........................................ $1,283 $839
A-12 EXHIBIT A--FEE TABLES (Continued)
Achievement Intermediate Wells Fargo Class A Term Bond Fund Income Fund - ------- -------------- ----------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price).................... 3.50% 4.50% Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)...................................... None None/1/ Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee.................................... 0.60% 0.50% Distribution (Rule 12b-1) fee..................... 0.25%/4/ 0.00% Other expenses.................................... 0.33% 0.60% Total Annual Fund Operating Expenses (Gross)...... 1.18%/2/ 1.10% Waivers........................................... Note 2 0.10% Net Annual Fund Operating Expenses................ Note 2 1.00%/3/ Achievement Intermediate Wells Fargo Institutional Class Term Bond Fund Income Fund - ------------------- -------------- ----------- Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price).................... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)...................................... None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee.................................... 0.60% 0.50% Distribution (Rule 12b-1) fee..................... 0.00% 0.00% Other expenses.................................... 0.33% 0.26% Total Annual Fund Operating Expenses (Gross)...... 0.93%/2/ 0.76% Waivers........................................... Note 2 0.01% Net Annual Fund Operating Expenses................ Note 2 0.75%/3/
- -------- /1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% CDSC if they are redeemed within one year from the date of purchase. /2/The advisor of the Achievement Intermediate Term Bond Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Fund was as follows: 1.00% for the Class A and 0.75% for the Institutional Class Shares. Because these waivers may be eliminated at any time, they are not shown in the above table. /3/The advisor and administrator of the Wells Fargo Income Fund has committed until at least October 1, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo Income Fund may be increased only with the approval of the Board of Trustees. /4/Includes distribution and service fees for the sale and distribution of Fund shares and for services provided to shareholders. Shareholder service fees for the retail classes of the Wells Fargo Funds are included in the line item "Other Expenses." A-13 EXHIBIT A--FEE TABLES (Continued) Example of Expenses: The following table shows the expenses on a $10,000 investment assuming that the Fund has a 5% annual return and that Fund operating expenses remain the same, that fee waivers are not in effect for the Achievement Fund, or for the Wells Fargo Fund after the first year, and that you redeem your shares at the end of each period. Your actual costs may be higher or lower than those shown.
Achievement Intermediate Wells Fargo Class A Term Fund Income Fund - ------- ------------ ----------- One Year............................................. $ 466 $ 547 Three Year........................................... $ 712 $ 775 Five Year............................................ $ 976 $1,020 Ten Year............................................. $1,732 $1,721 Achievement Intermediate Wells Fargo Institutional Class Term Fund Income Fund - ------------------- ------------ ----------- One Year............................................. $ 95 $ 77 Three Year........................................... $ 296 $ 242 Five Year............................................ $ 515 $ 421 Ten Year............................................. $1,143 $ 941
A-14 EXHIBIT A--FEE TABLES (Continued)
Achievement Short-Term Wells Fargo Class A Bond Fund Stable Income Fund - ------- ----------- ------------------ Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)....... 1.50% 1.50% Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)............... None None/1/ Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee............................. 0.60% 0.50%/3/ Distribution (Rule 12b-1) fee.............. 0.25%/5/ 0.00% Other expenses............................. 0.47% 0.56%/3/ Total Annual Fund Operating Expenses (Gross)................................... 1.32%/2/ 1.06% Waivers.................................... Note 2 0.16% Net Annual Fund Operating Expenses......... Note 2 0.90%/4/ Achievement Short-Term Wells Fargo Stable Institutional Class Bond Fund Income Fund - ------------------- ----------- ------------------ Shareholder Fees (fees paid directly from your investment): Maximum Sales Charge (Load) on Purchases (as a percentage of offering price)....... None None Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the NAV on the date of original purchase or the NAV on the date of the redemption)............... None None Annual Fund Operating Expenses (expenses that are deducted from fund assets, as a percentage of average net assets) Management fee............................. 0.60% 0.50% Distribution (Rule 12b-1) fee.............. 0.00% 0.00% Other expenses............................. 0.47% 0.29%/3/ Total Annual Fund Operating Expenses (Gross)................................... 1.07%/2/ 0.79% Waivers.................................... Note 2 0.14% Net Annual Fund Operating Expenses......... Note 2 0.65%/4/
- -------- /1/Class A shares that are purchased at NAV in amounts of $1,000,000 or more may be assessed a 1.00% CDSC if they are redeemed within one year from the date of purchase. /2/The advisor of the Achievement Short-Term Bond Fund voluntarily waived certain fees and expenses to maintain certain net operating expense ratios. For the fiscal year ended January 31, 2000, the net operating expense ratio for the Fund was as follows: 1.00% for the Class A Shares and 0.75% for the Institutional Class Shares. Because these waivers may be eliminated at any time, they are not shown in the above table. /3/This fee combines expenses charged at the fund and core portfolio levels. /4/The advisor and the administrator of the Wells Fargo Stable Income Fund has committed until at least October 1, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown. After this time, the net operating expense ratio for the Wells Fargo Stable Income Fund may be increased only with the approval of the Board of Trustees. /5/Includes distribution and service fees for the sale and distribution of Fund shares and for services provided to shareholders. Shareholder service fees for the retail classes of the Wells Fargo Funds are included in the line item "Other Expenses." A-15 EXHIBIT A--FEE TABLES (Continued) Example of Expenses: The following table shows the expenses on a $10,000 investment assuming that the Fund has a 5% annual return and that Fund operating expenses remain the same, that fee waivers are not in effect for the Achievement Fund, or for the Wells Fargo fund after the first year, and that you redeem your shares at the end of each period. Your actual costs may be higher or lower than those shown.
Achievement Short-Term Wells Fargo Class A Bond Fund Stable Income Fund - ------- ----------- ------------------ One Year....................................... $ 282 $ 240 Three Year..................................... $ 562 $ 466 Five Year...................................... $ 863 $ 711 Ten Year....................................... $1,716 $1,411 Achievement Short-Term Wells Fargo Institutional Class Bond Fund Stable Income Fund - ------------------- ----------- ------------------ One Year....................................... $ 109 $ 66 Three Year..................................... $ 340 $ 238 Five Year...................................... $ 590 $ 425 Ten Year....................................... $1,306 $ 965
A-16 EXHIBIT B--COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES WELLS FARGO GROWTH FUND Comparison of: Achievement Equity Fund which will reorganize into WELLS FARGO GROWTH FUND Objectives: Achievement Equity Fund: . seeks long-term capital appreciation with current income as a secondary consideration in selecting securities. - ------------------------------------------------------------------------------ Wells Fargo Growth Fund: . seeks long-term capital appreciation.
Investment Strategies: Achievement Equity Fund: The Achievement Equity Fund, a diversified portfolio, invests primarily U.S. exchange-traded common stocks and other equity securities of companies with market capitalizations in excess of $ 500 million, and emphasizes investments in companies with medium to and large market capitalizations. The Fund seeks its income by selecting securities of companies that are experiencing growth in earnings and whose securities appear attractively priced based on proprietary valuation methods. Under normal market conditions, the Fund invests at least 80% of its total assets in common stocks. The Fund will invest no more than 20% of its total assets in securities convertible or exchangeable into common stock. The Fund may invest in convertible debentures that have a received a rating of A or higher by Standard & Poors ("S&P") or Moody's Investor Service ("Moody's") or that its advisor determines are of comparable quality. Additionally, under normal market conditions, the Equity Fund may invest up to 10% of its total assets in money market and U.S. equity index mutual funds. - ------------------------------------------------------------------------------ Wells Fargo Growth Fund: The Wells Fargo Growth Fund, a diversified portfolio, invests principally in common stocks and other equity securities that strong earnings growth and above-average prospects for future growth. The Fund's investment advisor focuses its investment strategy on larger capitalization stocks. Under normal market conditions, the Fund invests: . at least 65% of total assets in equity securities, including common and preferred stocks and securities convertible into common stocks; . the majority of its total assets in issues of companies with market capitalization that falls within but towards the higher end of, the range of the Russell 1000 Index, an index comprised of the 1,000 largest U.S. companies based on total market capitalization, that is considered a mid- capitalization index (As of December 31, 1999, this range was from $220 million to $604 billion.); and . up to 25% of total assets in foreign companies through American Depositary Receipts ("ADRs") and similar instruments.
Portfolio Managers - ------------------------------------------------------ Achievement Equity Fund Sterling K. Jenson, CFA - ------------------------------------------------------ Wells Fargo Growth Fund Kelli K. Hill; Stephen Biggs
B-1 WELLS FARGO ASSET ALLOCATION FUND Comparison of: Achievement Balanced Fund which will reorganize into WELLS FARGO ASSET ALLOCATION FUND Objectives: Achievement Balanced . seeks total return consisting of capital appreciation Fund: and current income consistent with prudent investment risk. - ------------------------------------------------------------------------------ Wells Fargo Asset . seeks long-term total return, consistent with Allocation Fund: reasonable risk.
Investment Strategies: Achievement Balanced Fund: The Achievement Balanced Fund, a diversified portfolio, invests primarily in equity securities, intermediate maturity fixed income securities and money market instruments. Under normal market conditions, the Fund invests between 25-75% of its total assets in a U.S. exchange-traded common stocks with market capitalizations over $500 million and securities convertible or exchangeable into common stock, and a minimum of 25% of its total assets in a broad range of fixed income securities, U.S. Government securities, corporate bonds and debentures, asset-backed and mortgage-backed securities, U.S. dollar denominated debt securities of foreign issuers. Over time, the Fund ordinarily will invest approximately 60% of its assets in equity securities, and 40% of its total assets in fixed income securities, although these percentages may vary as discussed above. For the fixed income component, the Fund targets investment grade fixed income securities with a weighted average maturity between three and ten years. The Fund will not invest more than 20% of its assets allocated to fixed income securities in the lowest category of investment grade ratings. - ------------------------------------------------------------------------------- Wells Fargo Asset The Wells Fargo Asset Allocation Fund, a Allocation Fund: diversified portfolio, allocates and reallocates assets among common stocks, U.S. Treasury Bonds and money market instruments. Similar to the Achievement Fund Balanced Fund, the advisor manages the Fund assuming a "normal" allocation of 60% stocks and 40% bonds. Also, similar to the Achievement Balanced Fund, the Wells Fargo Asset Allocation Fund is not required to maintain this 60/40% asset allocation. Unlike the Achievement Balanced Fund, however, the Wells Fargo Asset Allocation Fund is not required to maintain a minimum amount in any of its three asset classes: stocks, bonds and money market instruments. The Wells Fargo Asset Allocation Fund's investment advisor does not individually select the stocks or bonds in the portfolio. Rather, the advisor establishes the asset allocation percentages for each asset class. The advisor then selects common stocks to replicate the S&P 500 Index and fixed income securities to replicate the Lehman Brothers 20+ Index. The Lehman Brothers Index consists of bonds having remaining maturities in excess of 20 years. The Wells Fargo Asset Allocation Fund also may invest up to 25% of total assets in foreign obligations qualifying as money market instruments.
Portfolio Managers - ----------------------------------------------------------- Achievement Balanced Fund Sterling K. Jenson, CFA - ----------------------------------------------------------- Wells Fargo Asset Allocation Fund N/A
B-2 WELLS FARGO NATIONAL TAX-FREE FUND Comparison of: Achievement Municipal Bond Fund which will reorganize into WELLS FARGO NATIONAL TAX- FREE FUND Objectives: Achievement Municipal Bond . seeks as high a level of current income exempt Fund: from federal income taxes as is consistent with preservation of capital. - ------------------------------------------------------------------------------ Wells Fargo National Tax- . seeks current income exempt from federal income Free Fund: taxes.
Investment Strategies: Achievement The Achievement Municipal Bond Fund invests primarily in Municipal Bond municipal securities issued by U.S. states, territories, Fund: possessions and political subdivisions, the interest from which is exempt from federal income taxes. The Fund will not invest more than 20% of its assets in securities which pay interest subject to the alternative minimum tax ("AMT"). The Fund invests only in investment grade municipal securities. Investment grade municipal bonds are those rated at the time of investment in one of the four highest rating categories by a major rating agency, or determined by the advisor to be of equivalent quality. The Fund may not invest more than 20% of its assets in municipal bonds rated in the lowest category of investment grade ratings. The Fund will not invest more than 15% of its assets in obligations of issuers located in any single state, territory or possession. There are no restrictions on the Fund's average weighted maturity or on the maturity of any single security held by the Fund. - ------------------------------------------------------------------------------ Wells Fargo The Wells Fargo National Tax-Free Fund invests in a National Tax-Free diversified portfolio of investment grade municipal Fund: securities. The Fund invests at least 80% of its net assets in municipal securities paying interest exempt from federal income taxes, including the federal AMT. The Fund may invest up to 20% of its net assets in securities with income subject to federal income tax, including federal AMT. The Wells Fargo National Tax-Free Fund invests in municipal securities rated in one of the four highest credit categories by a nationally recognized ratings organization ("NRRO"), or in unrated securities if the advisor deems them to be of comparable quality, but does not have any limit on the amount it may invest in the lowest investment grade category. The Fund emphasizes investments in municipal securities that produce interest income rather than stability of the Fund's NAV. The dollar weighted average maturity of the Fund's assets normally will be between 10 and 20 years.
Portfolio Managers - --------------------------------------------------------- Achievement Municipal Bond Fund: Mark L. Anderson - --------------------------------------------------------- Wells Fargo National Tax-Free Fund: Stephen Galiani
B-3 WELLS FARGO NATIONAL TAX-FREE FUND Comparison of: Achievement Idaho Municipal Bond Fund which will reorganize into WELLS FARGO NATIONAL TAX- FREE FUND Objectives: Achievement Idaho Municipal . seeks high current income exempt from Federal Bond Fund: and Idaho income taxes. - ------------------------------------------------------------------------------- Wells Fargo National Tax-Free . seeks current income exempt from federal Fund: income taxes.
Investment Strategies: Achievement Idaho Municipal The Achievement Idaho Municipal Bond Fund invests Bond Fund: primarily in municipal securities issued by the State of Idaho and its cities, counties and political subdivisions, the interest from which is exempt from Federal and Idaho income taxes. The Fund also may invest in the municipal bonds of other U.S. states, territories and possessions and their political subdivisions. The Fund will not invest more than 20% of its assets in securities which pay interest subject to the federal AMT. The Fund invests only in municipal bonds that are investment grade. The Fund will not invest more than 20% of its assets in municipal bonds rated in the lowest category of investment ratings. There is no restriction on the Fund's average weighted maturity or on the maturity of any single security held by the Fund. Wells Fargo National The Wells Fargo National Tax-Free Fund invests in Tax-Free Fund: a diversified portfolio of investment grade municipal securities. The Fund invests at least 80% of its net assets in municipal securities paying interest exempt from federal income taxes, including the federal AMT. The Fund may invest up to 20% of its net assets in securities with income subject to federal income tax, including federal AMT. The Wells Fargo National Tax-Free Fund invests in municipal securities rated in one of the four highest credit categories by an NRRO, or in unrated securities if the Advisor deems them to be of comparable quality, but does not have any limit on the amount it may invest in the lowest investment grade category. The Fund emphasizes investments in municipal securities that produce interest income rather than stability of the Fund's NAV. The dollar weighted average maturity of the Fund's assets normally will be between 10 and 20 years.
Portfolio Managers - ---------------------------------------------------- Achievement Idaho Municipal Bond Fund Mark L. Anderson - ---------------------------------------------------- Wells Fargo National Tax-Free Fund Stephen Galiani
B-4 WELLS FARGO INCOME FUND Comparison of: Achievement Intermediate Term Bond Fund which will reorganize into WELLS FARGO INCOME FUND Objectives: Achievement Intermediate . seeks current income consistent with prudent Term Bond Fund: investment risk and liquidity. - ------------------------------------------------------------------------- Wells Fargo Income Fund: . seeks current income and total return.
Investment Strategies: Achievement Intermediate The Achievement Intermediate Term Bond Fund invests Term Bond Fund: primarily in investment grade fixed income securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, and corporate issuers. The Fund also may invest in other fixed income securities, including asset-backed securities, floating or variable rate corporate notes and mortgage-backed securities. The Fund may invest up to 40% of its assets in a combination of U.S. dollar denominated bonds of foreign issuers, mortgage-backed securities, asset-backed securities and floating or variable rate corporate debt instruments. The Fund maintains a dollar-weighted average maturity between three and ten years; however, there is no limit on the maximum maturity for a particular investment. The Fund will not invest more than 20% of its assets in fixed income securities rated in the lowest category of investment grade securities. - ------------------------------------------------------------------------------- Wells Fargo Income Fund: The Wells Fargo Income Fund invests in a diversified portfolio of debt and variable-rate debt securities issued by domestic and foreign issuers. The Fund invests in a broad spectrum of U.S. issues, including U.S. Government obligations, mortgage-- and other asset-backed securities, and the debt securities of financial institutions, corporations, and others. The Fund targets average portfolio duration in a range based around the average portfolio duration of the mutual funds included in the Lipper Corporate A-Rated Debt Average (which is currently about 5 to 6 years). Under normal market conditions, the Fund invests: . up to 70% of its total assets in corporate debt securities such as bonds, debentures and notes, including debt securities that can be converted into or exchanged for common stocks; . at least 30% of its total assets in U.S. Government obligations; . up to 50% of its total assets in mortgage-backed securities and up to 35% in asset-backed securities; and . at least 80% of its total assets in investment- grade debt securities. The fund may invest up to 20% of its total assets in below investment-grade debt securities rated, at the time of purchase in the fifth highest long-term rating category assigned by an NRRO.
Portfolio Managers - ---------------------------------------------------------------- Achievement Intermediate Term Bond Fund Mark L. Anderson - ---------------------------------------------------------------- Wells Fargo Income Fund Marjorie H. Grace, CFA Mark Walter
B-5 WELLS FARGO STABLE INCOME FUND Comparison of: Achievement Short-Term Bond Fund which will reorganize into WELLS FARGO STABLE INCOME FUND Objectives: Achievement Short-Term . seeks current income with preservation of Bond Fund: principal and liquidity. - ----------------------------------------------------------------------------- Wells Fargo Stable . seeks stability of principal while providing low Income Fund: volatility total return.
Investment Strategies: Achievement Short- The Achievement Short Term Bond Fund invests primarily Term Bond Fund: in a diversified portfolio of fixed income securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, and corporate issuers. The Fund may invest up to 30% of its assets in a combination of U.S. dollar denominated bonds of foreign issuers, mortgage backed securities, asset-backed securities, and floating or variable rate corporate debt instruments. The Fund maintains a dollar-weighted average maturity of less than two years and individual Fund investments will have a maximum maturity of five years. The Fund invests only in fixed income securities rated at the time of investment in one of the three highest rating categories by a major rating agency, or determined by the advisor to be of equivalent quality. Wells Fargo Stable The Wells Fargo Stable Income Fund invests in a Income Fund: portfolio of fixed and variable rate U.S. dollar denominated fixed-income securities of a broad spectrum of U.S. and foreign issuers, including U.S. Government obligations and the debt securities of financial institutions, corporations and others. Under normal market conditions, the Fund invests: . at least 65% of its total assets in income-producing debt securities; . up to 65% of its total assets in mortgage-backed securities; . up to 25% of its total assets in other types of asset- backed securities; . up to 25% of its total assets in mortgage-backed securities that are not U.S. Government obligations; and . up to 50% of its total assets in U.S. Government obligations. The Fund may not invest more than 30% of its total assets in securities issued or guaranteed by any single agency or instrumentality of the U.S. Government, except the U.S. Treasury, and may not invest more than 10% of its total assets in the securities of any other issuer. The Fund only purchases investment grade securities. The Fund invests in debt securities with maturities (or average life in the case of mortgage- backed and similar securities) ranging from overnight to 12 years and seeks to maintain a dollar-weighted average maturity of between 2 and 5 years. The Fund is a gateway fund that makes these investments by investing substantially all of its assets in a diversified core portfolio with substantially similar investment objectives and investment strategies. The Fund may invest only in investment grade securities.
Portfolio Managers - --------------------------------------------------- Achievement Short-Term Bond Fund Mark L. Anderson - --------------------------------------------------- Wells Fargo Stable Income Fund John Huber
B-6 EXHIBIT C MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE FOR EACH OF THE WELLS FARGO FUNDS INCOME FUND investment objective - -------------------------------------------------------------------------------- The Wells Fargo Income Fund (the "Fund") seeks current income and total return. advisor Wells Fargo Bank, N.A. sub-advisor Wells Capital Management Incorporated fund manager Marjorie Grace, CFA (since 1/96); Mark Walter inception date 6/9/87 performance highlights - -------------------------------------------------------------------------------- The Fund's Class A shares returned (0.23)%/1/ for the 12-month period that ended May 31, 2000, excluding sales charges. The Fund underperformed its benchmark, the Lehman Brothers Aggregate Bond Index/2/, which returned 2.11% during the period. The Fund's Class A shares distributed $0.60 per share in dividend income and no capital gains during the period. Please keep in mind past performance is no guarantee of future results. The Fund's performance over the period reflected the impact of rising interest rates that depressed bond prices while increasing yields. In fact, the yield on the 10-year U.S. Treasury note, similar in duration to the Fund's average, a good proxy for the Fund, increased nearly 0.65% over the past year. In addition, both corporate bonds and mortgage-backed securities underperformed U.S. Treasuries, causing yields in these sectors to increase much more than yields for U.S. Treasuries. Fund performance was mainly hampered by maintaining a longer maturity than its peers. Over the 12-month period, the Fund restructured its bond holdings to offset the impact of changing interest rates on various bond holdings. For example, the Fund reduced its exposure to corporate bonds from an overweight position of 58% to a more neutral position of 45%. The proceeds were invested in U.S. Treasuries. The Fund also remains underweighted in agency notes, another underperforming sector during recent months. The Fund currently maintains a "barbell" structure, with most portfolio assets concentrated in short- and long-term maturities. This reallocation of portfolio assets, combined with declining interest rates between intermediate- and long-term U.S. Treasury bonds, contributed to an exceptional first and second quarter, helping the Fund regain its "A" performance rating. strategic outlook - -------------------------------------------------------------------------------- The Fund will continue to employ yield curve strategies when appropriate to enhance performance and stress high-quality assets. - -------------------------------------------------------------------------------- /1/Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The Fund's Advisor has committed through September 30, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain a certain net operating expense ratio for the Fund. Actual reductions of operating expenses can increase total return to shareholders. Without these reductions, the Fund's returns would have been lower. Performance shown for Class A, Class B and Institutional Class shares of the Wells Fargo Income Fund for periods prior to November 8, 1999, reflects performance of the Class A, Class B and Institutional Class shares of the Norwest Advantage Income Fund (the accounting survivor of a merger of the Norwest Advantage Income, Total Return Bond and Performa Strategic Value Bond Funds at the close of business November 5, 1999), its predecessor fund. Effective at the close of business November 5, 1999, the Norwest Advantage and Performa Funds were reorganized into the Wells Fargo Funds. For Class A shares, the maximum front- end sales charge is 4.50%. The maximum contingent-deferred sales charge for Class B shares is 5%. Class B share performance including sales charge assumes the sales charge for the corresponding period. Institutional Class shares are sold without sales charges. /2/The Fund changed its benchmark to the Lehman Brothers Aggregate Bond Index because it is more representative of the Fund's average portfolio maturity and holdings. The Lehman Brothers Aggregate Bond Index is composed of the Lehman Brothers Government/Credit Index and the Mortgage-Backed Securities Index and includes Treasury issues, agency issues, corporate bond issues and mortgage- backed securities. The Fund is a professionally managed mutual fund. You cannot invest directly in an index. C-1 - -------------------------------------------------------------------------------- average annual total return/1/ (%) (as of May 31, 2000) - --------------------------------------------------------------------------------
Including Sales Excluding Sales Charge Charge ------------------------------------ ---------------------- Year-To-Date* 1-Year 5-Year 10-Year 1-Year 5-Year 10-Year Class A 0.95 (0.23) 4.79 6.74 (4.72) 3.83 6.25 Class B 0.52 (1.00) 4.01 5.92 (5.67) 3.70 5.92 Institutional Class 1.06 (0.10) 4.82 6.74 Benchmark Lehman Brothers Aggregate Bond Index 1.87 2.11 5.97 7.77 Lehman Brothers Intermediate Government/ Credit Index/3/ 1.43 2.49 5.59 7.23 *Returns for periods less than one year are not annualized.
characteristics (as of May 31, 2000) - -------------------------------------------------------------------------------- Portfolio Turnover 124% Number of Holdings 99 Average Credit Quality/5/ AA Weighted Average Coupon 7.88% Estimated Weighted Average Life 10.99 years Estimated Duration 6.01 years NAV (A, B, I) $8.86, $8.84, $8.85 Distribution Rate/6/ (A, B, I) 6.40%, 5.95%, 6.95% SEC Yield/7/ (A,B, I) 6.30%, 5.85%, 6.85%
portfolio allocation/8/ (as of May 31, 2000) - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] growth of $10,000 investment/4/ - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] - -------------------------------------------------------------------------------- /3/The Lehman Brothers Intermediate Government/Credit Index is an unmanaged index composed of U.S. Government securities with maturities in the one-to 10- year range, including securities issued by the U.S. Treasury and U.S. Government agencies. It also contains all publicly issued, fixed-rate non convertible investment-grade domestic corporate debt in the one- to 10-year range. The Fund is a professionally managed mutual fund. You cannot invest directly in an index. /4/The chart compares the performance of the Wells Fargo Income Fund Class A and Institutional Class shares for the most recent ten years with the Lehman Brothers Aggregate Bond Index and the Lehman Brothers Intermediate Government/Credit Index, the former benchmark for this fund. The chart assumes a hypothetical $10,000 investment in Class A shares and Institutional Class shares, reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 4.50%. The Fund is a professionally managed mutual fund. /5/The average credit quality is compiled from ratings from Standard & Poor's and/or Moody's Investors Service (together "rating agencies"). Standard & Poor's is a registered trademark of McGraw-Hill, Inc., and has been licensed. The Fund is not sponsored, sold or promoted by these rating agencies and these rating agencies make no representation regarding the advisability of investing in the Fund. /6/The distribution rate is based on the actual distributions made by the Fund. The distribution rate is calculated by annualizing the Fund's most recent income dividend and dividing that figure by the applicable current public offering price. /7/The formula used to calculate the SEC yield is described in detail in the Fund's Statement of Additional Information and is designed to standardize the yield calculations so that all mutual fund companies with the same or similar portfolios quote a uniform yield figure for their non-money market advertisements. SEC yields include the actual amount of interest earned adjusted by any gain or loss realized due to the return of principal, less expenses and the maximum offering price calculated on a 30-day month-end basis. /8/Portfolio holdings are subject to change. C-2 STABLE INCOME FUND investment objective - -------------------------------------------------------------------------------- The Wells Fargo Stable Income Fund (the "Fund") seeks stability of principal while providing low volatility total return. advisor Wells Fargo Bank, N.A. sub-advisor Wells Capital Management Incorporated fund manager John Huber (since 1998) inception date 11/11/94 performance highlights - -------------------------------------------------------------------------------- The Fund's Class A shares returned 4.28%/1/ for the 12-month period ended May 31, 2000, excluding sales charges. The Fund underperformed its benchmark, the Merrill Lynch Treasury Bill One-Year Index/2/, which returned 4.76% during the period. The Fund's Class A shares distributed $0.54 per share in dividend income and no capital gains during the period. Please keep in mind that past performance is no guarantee of future results. The Fund performed well over the period despite an interest rate environment that profoundly affected short-term U.S. Treasury bills. The prospect of the U.S. Treasury Department's discontinuation of one-year U.S. Treasury bills only heightened volatility. Yet the Fund's diversified holdings across several sectors, including mortgage- and asset-backed securities plus corporate and taxable municipal bonds, contributed to the Fund's continued success. As spreads widened because of the U.S. Treasury Department's buyback program, the Fund added floating, fixed-rate and municipal securities to the portfolio to capture attractive yields. These short-term securities, which have yielded between 7% to 8%, should continue to aid the Fund's performance going forward. At the same time, the Fund increased its exposure to discounted agency paper, which also should help boost returns over the ensuing year. strategic outlook - -------------------------------------------------------------------------------- Going forward, historically wide yield spreads provide a significant advantage for the Fund, and should contribute to the Fund's performance. The Fund will continue to focus on selection of undervalued securities and sectors on a strategically diversified basis while maintaining a controlled duration around its key benchmark, the one-year U.S. Treasury bill. The Fund also expects that long-term interest rates will remain in their recent range until the Federal Reserve Board eases its monetary policy. If this is the case, the environment for fixed-income securities will improve from an interest rate perspective, with spreads narrowing toward their historic norms. This combination of events bodes well for fixed-income investors. - -------------------------------------------------------------------------------- /1/Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The Fund's Advisor has committed through September 30, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain a certain net operating expense ratio for the Fund. Actual reductions of operating expenses can increase total return to shareholders. Without these reductions, the Fund's returns would have been lower. Performance shown for Class A, Class Band Institutional Class shares of the Wells Fargo Stable Income Fund for periods prior to November 8, 1999, reflects performance of the Class A, Class B and Institutional Class shares of the Norwest Advantage Stable Income Fund, its predecessor fund. Effective at the close of business November 5, 1999, the Norwest Advantage Funds were reorganized into the Wells Fargo Funds. Performance shown for Class A shares for periods prior to May 2, 1996 reflects performance of the Institutional Class shares of the Norwest Fund adjusted for Class A sales charges. Performance shown for Class B shares for periods prior to May 17, 1996 reflects performance of the Institutional Class shares of the Norwest Fund adjusted for Class B sales charges and expenses. For Class A shares, the maximum front-end sales charge is 1.50%. The maximum contingent-deferred sales charge for Class B shares is 5.00%. Class B share performance including sales charge assumes the sales charge for the corresponding period. Institutional Class shares are sold without sales charges. C-3 - -------------------------------------------------------------------------------- average annual total return/1/ (%) (as of May 31, 2000) - --------------------------------------------------------------------------------
Excluding Sales Charge Including Sales Charge ------------------------------------- ----------------------- Since Since Year-To-Date* 1-Year 5-Year Inception 1-Year 5-Year Inception Class A 1.97 4.28 5.45 5.73 2.71 5.13 5.44 Class B 1.57 3.40 4.64 4.92 1.91 4.64 4.92 Institutional Class 2.07 4.32 5.48 5.76 Benchmark Merrill Lynch Treasury Bill One-Year Index 2.36 4.76 5.52
*Returns for periods less than one year are not annualized. characteristics (as of May 31, 2000) - -------------------------------------------------------------------------------- Portfolio Turnover 40% Number of Holdings 132 Average Credit Quality/4/ AA Weighted Average Coupon 6.85% Estimated Weighted Average Maturity 2.39 years Estimated Average Duration 1.00 year NAV (A, B, I) $10.15, $10.14, $10.15 Distribution Rate/5/ (A, B, I) 5.35%, 4.69%, 5.67% SEC Yield/6/ (A, B, I) 6.28%, 5.62%, 6.63%
portfolio allocation/7/ (as of May 31, 2000) - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] growth of $10,000 investment/3/ - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] - -------------------------------------------------------------------------------- /2/The Merrill Lynch Treasury Bill One-Year Index is an unmanaged measure of the performance of the One-Year Treasury bill. Treasury bills are guaranteed by the U.S. Government and, if held to maturity, offer a fixed rate of return and fixed principal value. The Fund is a professionally managed mutual fund. You cannot invest directly in an index. /3/The chart compares the performance of the Wells Fargo Stable Income Fund Class A and Institutional Class shares since inception with the Merrill Lynch Treasury Bill One-Year Index. The chart assumes a hypothetical $10,000 investment in Class A shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 1.50%. The Fund is a professionally managed mutual fund. You cannot invest directly in an index. /4/The average credit quality is compiled from ratings from Standard & Poor's and/or Moody's Investors Service (together "rating agencies"). Standard & Poor's is a trademark of McGraw-Hill, Inc., and has been licensed. The Fund is not sponsored, sold or promoted by these rating agencies and these rating agencies make no representation regarding the advisability of investing in the Fund. /5/The distribution rate is based on the actual distributions made by the Fund. The distribution rate is calculated by annualizing the Fund's most recent income dividend and dividing that figure by the applicable current public offering price. /6/The formula used to calculate the SEC yield is described in detail in the Fund's Statement of Additional Information and is designed to standardize the yield calculations so that all mutual fund companies with the same or similar portfolios quote a uniform yield figure for their non-money market advertisements. SEC yields include the actual amount of interest earned adjusted by any gain or loss realized due to the return of principal, less expenses and the maximum offering price calculated on a 30-day month-end basis. /7/The Fund invests exclusively in Wells Fargo Core Portfolios. This chart represents the portfolio allocations of the portfolios in which it invests. Portfolio holdings are subject to change. C-4 - -------------------------------------------------------------------------------- NATIONAL TAX-FREE FUND investment objective - -------------------------------------------------------------------------------- The National Tax-Free Fund (the Fund) seeks current income exempt from federal income taxes. advisor Wells Fargo Bank, N.A. sub-advisor Wells Capital Management Incorporated fund manager Stephen Galiani inception date 08/01/89 performance highlights - -------------------------------------------------------------------------------- The Fund's Class A shares returned 0.50%/1/ during the 12-month period ended June 30, 2000, excluding sales charges, underperforming the Lehman Brothers Municipal Bond Index/2/ (the Index), which returned 3.25%. The Fund's Class A shares distributed $0.53 per share in dividend income and $0.01 in capital gains during the period. Please keep in mind that past performance is no guarantee of future results. The Fund is normally more aggressive than the Index both in terms of duration and credit exposure. While this strategy has the potential to produce a high rate of tax-free income, it also hurt Fund performance during the first eight months of the reporting period -a period characterized by rising interest rates and widening credit spreads. The Fund, and the entire municipal sector, were also negatively affected by shareholder redemptions, which resulted in the sale of certain investments during periods of market weakness. Losses incurred by the Fund will ultimately be used to reduce or eliminate future capital gains distributions. strategic outlook - -------------------------------------------------------------------------------- The Fund expects municipal yields to decline in the coming months, and is well-positioned for the potential to capitalize on this development. And unless the municipal bond market experiences another dramatic sell-off, the Fund is potentially positioned to continue generating attractive dividends. - -------------------------------------------------------------------------------- /1/Figures quoted represent past performance, which is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The Fund's Advisor has committed through October 31, 2001 to waive fees and/or reimburse expenses to the extent necessary to maintain a certain net operating expense ratio for the Fund. Actual reductions of operating expenses can increase total return to shareholders. Without these reductions, the Fund's returns would have been lower. Performance shown for the Class A, Class B and Institutional Class shares of the Wells Fargo National Tax-Free Fund for periods prior to November 8, 1999, reflects performance of the Class A, Class B, and Institutional Class shares of the Norwest Advantage Tax-Free Income Fund (the accounting survivor of a merger of the Norwest Advantage Tax-Free Income Fund and the Stagecoach National Tax- Free Fund), its predecessor fund. Effective at the close of business November 5, 1999, the Stagecoach and Norwest Advantage Funds were reorganized into the Wells Fargo Funds. Performance of the Class B shares for periods prior to August 6, 1993 reflects performance of the Class A shares of the Norwest Advantage Fund adjusted to reflect Class B shares sales charges and expenses. Performance shown for Class C shares for periods prior to November 8, 1999 reflects performance of the Class B shares of the Norwest Advantage Fund adjusted for Class C sales charges and expenses, For Class A shares, the maximum front-end sales charge is 4.50%. The maximum contingent deferred sales charge (CDSC) for Class B shares is 5.00%. The maximum CDSC for Class C shares is 1.00%. Class B and Class C share performance assumes the maximum CDSC for the corresponding time period. Institutional Class shares are sold without sales charges. /2/The Lehman Brothers Municipal Bond Index is an unmanaged index composed of municipal bonds. The total return of the Index does not include the effect of sales charges, and you cannot invest directly in an index. Had the Index incurred operating expenses, its performance would have been lower. /3/The chart compares the performance of the Wells Fargo National Tax-Free Fund Class A and Institutional 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 Institutional Class shares and reflects all operating expenses and, for Class A shares, assumes the maximum initial sales charge of 4.50%. The Fund is a professionally managed mutual fund. C-5 - -------------------------------------------------------------------------------- average annual total return/1/ (%) (as of June 30, 2000) - --------------------------------------------------------------------------------
Including Sales Excluding Sales Charge Charge ------------------------------- ---------------------- 6-Month* 1-Year 5-Year 10-Year 1-Year 5-Year 10-Year Class A 4.31 0.50 5.50 6.01 (4.02) 4.53 5.52 Class B 3.92 (0.24) 4.72 5.24 (4.99) 4.38 5.24 Class C 4.03 (0.13) 4.74 5.25 (1.09) 4.74 5.25 Institutional Class 4.52 0.73 5.55 6.04 Benchmark Lehman Brothers Municipal Bond Index 4.48 3.25 5.88 7.06
*Returns for periods less than one year are not annualized. characteristics (as of May 31, 2000) - -------------------------------------------------------------------------------- Average Credit Quality/4/ AA Weighted Average Coupon 4.78% Estimated Duration 9.75 years NAV (A, B, C, Inst.) $9.72, $9.72, $9.73, $9.73 Portfolio Turnover 79% Number of Holdings 152 SEC Yield/5/ (A, B, C, Inst.) 5.47%, 4.98%, 4.98%, 5.92% Distribution Rate/6/ (A, B, C, Inst.) 5.23%, 4.73%, 4.73%, 5.67% Taxable Equivalent Yield/7/ (A, B, C, Inst.) 9.06%, 8.25%, 8.25%, 9.80% Alternative Minimum Tax/7/ 7.60%
growth of $10,000 investment/3/ - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] credit quality (as of June 30, 2000) - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] maturity distribution/8/ (as of June 30, 2000) - -------------------------------------------------------------------------------- [GRAPH APPEARS HERE] - -------------------------------------------------------------------------------- /4/The average credit rating is compiled from ratings from Standard & Poor's and/or Moody's Investors Service (together "rating agencies"). Standard and Poor's is a trademark of McGraw-Hill, Inc. and has been licensed. The Fund is not sponsored, sold or promoted by these rating agencies and these rating agencies make no representation regarding the advisability of investing in the Fund. /5/The formula used to calculate the SEC yield is described in detail in the Fund's Statement of Additional Information and is designed to standardize the yield calculations so that all mutual fund companies with the same or similar portfolios quote a uniform yield figure for their non-money market advertisements. SEC yields include the actual amount of interest earned adjusted by any gain or loss realized due to the return of principal, less expenses and the maximum offering price calculated on a 30-day month-end basis. /6/The distribution rate is based on the actual distributions made by the Fund. The distribution rate is calculated by annualizing the Fund's most recent income dividend and dividing that figure by the applicable current public offering price. /7/A portion of the Fund's income may be subject to federal, state and/or local income taxes or the alternative minimum tax (AMT). The Fund's taxable equivalent yield is based on the federal income tax rate of 39.60%. Any capital gains distributions may be taxable. The value of the securities subject to the AMT is represented as a percentage of net assets. /8/Portfolio holdings are subject to change. C-6 PART B STATEMENT OF ADDITIONAL INFORMATION December [__], 2000 THE ACHIEVEMENT FUNDS TRUST ONE FREEDOM VALLEY DRIVE OAKS, PENNSYLVANIA 19456 February 8, 2001 Special Meeting of the Shareholders of the Achievement Funds Trust This Statement of Additional Information or SAI is not a prospectus but should be read in conjunction with the Proxy Statement/Prospectus dated December [__], 2000, for the Special Meeting of Shareholders of the Achievement Funds Trust to be held on February 8, 2001. The Proxy Statement/Prospectus may be obtained without charge by calling 1-800-522-9612 or writing to Wells Fargo Funds Trust, P.O. Box 7066, San Francisco, CA 94120-7066. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus. Incorporation of Documents by Reference in Statement of Additional Information This SAI consists of this cover page and the following described items, which are hereby incorporated by reference: (1) The SAI for the Wells Fargo Growth Fund, dated February 1, 2000, the SAI for the Wells Fargo Asset Allocation Fund, dated February 1, 2000, the SAI for the Wells Fargo National Tax-Free Fund, dated November 1, 2000, and the SAI for the Wells Fargo Income and Wells Fargo Stable Income Funds, dated October 1, 2000. (2) The SAI for the Achievement Funds dated June 1, 2000. (3) Report of Independent Auditors and audited annual report financial statements of the Achievement Funds as of January 31, 2000. (4) Unaudited semi-annual report financial statements of the Achievement Funds dated as of July 31, 2000. (5) Report of Independent Auditors and audited annual report financial statements of the Wells Fargo Growth Fund as of [September 30, 2000.] (6) Report of Independent Auditors and audited annual report financial statements of the Wells Fargo Asset Allocation Fund as of [September 30, 2000.] B-1 (7) Report of Independent Auditors and audited annual report financial statements of the Wells Fargo National Tax-Free Fund as of June 30, 2000. (8) Report of Independent Auditors and audited annual report financial statements of the Wells Fargo Income and Wells Fargo Stable Income Funds as of May 31, 2000. (9) Unaudited pro forma combined financial information: (a) as of September 30, 2000 for the Wells Fargo Growth Fund/Achievement Equity Fund Reorganization and the Wells Fargo Asset Allocation Fund/Achievement Balanced Fund Reorganization; (b) as of June 30, 2000 for the Wells Fargo National Tax-Free Fund/Achievement Municipal Bond Fund/Achievement Idaho Municipal Bond Fund Reorganization; and (c) as of May 31, 2000 for the Wells Fargo Income Fund/Achievement Intermediate Term Bond Fund Reorganization and the Wells Fargo Stable Income Fund/Achievement Short Term Bond Fund Reorganization. The pro forma financial statements give effect to the Reorganization as if it had occurred for the periods presented. B-2 Table of Contents General Information............................................ B-4 Pro-Forma Financial Statements and Schedules................... B-5
B-3 General Information This SAI relates to the reorganization of the six funds of The Achievement Funds Trust listed below, which we refer to as the Achievement Funds, with the five funds of Wells Fargo Funds Trust listed below, which we refer to as the Wells Fargo Funds.
==================================================================================== Achievement Funds Wells Fargo Funds - ------------------------------------------------------------------------------------ Equity Fund Growth Fund - ------------------------------------------------------------------------------------ Balanced Fund Asset Allocation Fund - ------------------------------------------------------------------------------------ Municipal Bond Fund National Tax-Free Fund - ------------------------------------------------------------------------------------ Idaho Municipal Bond Fund National Tax-Free Fund - ------------------------------------------------------------------------------------ Intermediate Term Bond Fund Income Fund - ------------------------------------------------------------------------------------ Short Term Bond Fund Stable Income Fund - ------------------------------------------------------------------------------------
The reorganization of each Achievement Fund will involve the following three steps: . the transfer of the assets and liabilities of the Achievement Fund to its corresponding Wells Fargo Fund in exchange for shares of the same class of the Wells Fargo Fund having equivalent value to the net assets transferred; . the pro rata distribution of the same class of shares of the Wells Fargo Fund to the shareholders of record of the Achievement Fund as of the effective date of the reorganization in full redemption of all shares of the Achievement Fund; and . the liquidation and termination of the Achievement Funds. As a result of the reorganization, shareholders of each Achievement Fund will hold shares of the same class of the corresponding Wells Fargo Fund having the same total value as the shares of the Achievement Fund that they held immediately before the reorganization. If a majority of the shares of one of the Achievement Funds does not approve the reorganization, that Fund will not participate in the reorganization. In such a case, the Achievement Fund will continue its operations beyond the date of the reorganization and its Trustees will consider what further action is appropriate. For further information about the transaction, see the Proxy Statement/Prospectus. B-4 WELLS FARGO FUNDS - GROWTH FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES As of September 30, 2000 (Note 1) (Unaudited) ($000's)
Wells Fargo Achievement Pro Forma Pro Forma Growth Fund Equity Fund Adjustments Combined ----------- ----------- ----------- --------- ASSETS Investments: In securities, at market value (see cost below) $ 434,726 $ 323,384 $ 758,110 Cash 11 0 11 Collateral for securities loaned 71,402 0 71,402 Receivables: Dividends, interest, other receivables 168 132 300 Fund shares sold 957 67 1,024 Investment securities sold 584 3,454 4,038 Prepaid expenses and other assets 60 75 135 Total Assets 507,908 327,112 835,020 LIABILITIES Payables: Securities loaned 71,402 0 71,402 Investment securities purchased 912 3,346 4,258 Fund shares redeemed 1,594 193 1,787 Due to distributor 212 0 212 Due to advisor and affiliates 323 0 323 Other 432 315 747 Total Liabilities 74,875 3,854 78,729 TOTAL NET ASSETS $ 433,033 $ 323,258 $ 756,291 Net assets consist of: Paid-in capital $ 229,372 $ 188,448 (115) (2) $ 417,705 Undistributed net investment (loss) (1,723) (115) 115 (2) (1,723) Undistributed net realized gain income (loss) on investments 92,349 26,640 118,989 Net unrealized appreciation (depreciation) of investments 113,035 108,285 221,320 TOTAL NET ASSETS $ 433,033 $ 323,258 $ 756,291 COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE Net assets - Class A $ 311,038 $ 13,218 $ 324,256 Shares outstanding - Class A 13,632 669 (90) (3) 14,211 Net asset value per share - Class A $ 22.82 $ 19.76 $ 22.82 Maximum offering price per share - Class A $ 24.21 $ 20.69 $ 24.21 Net assets - Class B $ 69,434 $ 2,987 $ 72,421 Shares outstanding - Class B 4,349 154 33 (3) 4,536 Net asset value and offering price per share - Class B $ 15.96 $ 19.42 $ 15.96 Net assets - Institutional Class 52,561 307,053 $ 359,614 Shares outstanding - Institutional Class 1,961 15,456 (4000) (3) 13,417 Net asset value and offering price per share - Institutional Class $ 26.80 $ 19.87 $ 26.80 INVESTMENT AT COST $ 321,691 $ 215,099 $ 536,790
- -------------------------------------------------------------------------------- (1) The information presented for the Achievement Equity Fund is as of July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's low portfolio turnover rate and stable asset size, Management believes the information presented is representative of the Fund's balance sheet and portfolio holdings as of September 30, 2000. (2) To reclass to paid-in capital the accumulated net investment loss of the Achievement Equity Fund, because it cannot be carried over to the Wells Fargo Growth Fund. (3) Share adjustments based on surviving Fund NAV. WELLS FARGO FUNDS - GROWTH FUND PRO FORMA STATEMENT OF OPERATIONS For the Year Ended September 30, 2000 (Note 1) (Unaudited) ($000's)
Wells Fargo Achievement Pro Forma Pro Forma Growth Fund Equity Fund Adjustments Combined ----------- ----------- ----------- -------- INVESTMENT INCOME Dividends $ 3,608 $ 2,379 $ 5,987 Interest 506 315 821 Securities lending income 114 0 114 Total Investment Income 4,228 2,694 6,922 EXPENSES Advisory fees 3,372 2,267 136 (2) 5,775 Administration fees 698 613 (156) (2) 1,155 Custody fees 92 58 * 4 (2) 154 Shareholder servicing fees 1,043 0 12 (2) 1,055 Portfolio accounting fees 83 0 40 (2) 123 Transfer agency fees 826 0 546 (2) 1,372 Distribution fees 537 62 ** (38) (2) 561 Legal and audit fees 70 50 (33) (2) 87 Registration fees 63 81 (39) (2) 105 Director's fees 5 19 (19) (2) 5 Shareholder reports 102 45 0 (2) 147 Other 45 18 0 (2) 63 Total Expenses 6,936 3,213 453 10,602 Less: Waived fees and reimbursed expenses fees (1,256) (393) (186) (2) (1,835) Net expenses 5,680 2,820 267 8,767 NET INVESTMENT INCOME (LOSS) (1,452) (126) (267) (1,845) REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain (loss) on sale of investments 93,818 33,790 127,608 Net change in unrealized appreciation or depreciation of invesments (28,752) 18,192 (10,560) Net Gain (Loss) on Investments 65,066 51,982 117,048 NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 63,614 $ 51,856 (267) $ 115,203
- -------------------------------------------------------------------------------- * Includes transfer agency fees ** Includes shareholder servicing fees (1) The information presented for the Achievement Equity Fund is for the year ended July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's stable portfolio and level fee/expense structure, Management believes the information presented is representative of the Fund's statement of operations for the twelve months ended September 30, 2000. (2) To adjust expenses to reflect the Combined Fund's estimated fees and expenses, based on contractual rates or elimination of duplicative services. WELLS FARGO FUNDS - GROWTH FUND PRO FORMA PORTFOLIO OF INVESTMENTS As of September 30, 2000 (Unaudited)
Shares Security Name Market Value (000's) - ------------------------------------- ----------------------------------------------- WF Growth Achievement Pro Forma Achievement Pro Forma Fund Equity Fund Combined COMMON STOCK WF Growth Fund Equity Fund Combined AMUSEMENT & RECREATION SERVICES $ 93,500 $ 0 $ 93,500 Walt Disney Company $ 3,576 $ 0 $ 3,576 APPAREL & ACCESSORY STORES 58,200 0 58,200 Kohl's Corporation 3,357 0 3,357 BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY & MOBILE HOME DEALERS 82,500 150,000 232,500 Home Depot Incorporated 4,378 7,763 12,141 43,400 0 43,400 Lowe's Companies Incorporated 1,948 0 1,948 ----------------------------------------------- 6,326 7,763 14,089 BUSINESS SERVICES 82,258 100,000 182,258 America Online Incorporated 4,421 5,331 9,752 52,500 0 52,500 Commerce One Incorporated 4,121 0 4,121 66,500 0 66,500 Interpublic Group of Companies Incorporated 2,265 0 2,265 202,669 150,000 352,669 Microsoft Corporation 12,211 10,472 22,683 108,500 176,331 284,831 Oracle Corporation 8,544 13,258 21,802 58,304 80,000 138,304 Sun Microsystems Incorporated 6,807 8,435 15,242 15,000 0 15,000 TIBCO Software Incorporated 1,266 0 1,266 39,575 0 39,575 VERITAS Software Corporation 5,620 0 5,620 0 61,000 61,000 Yahoo 0 7,850 7,850 ----------------------------------------------- 45,255 45,346 90,601 CHEMICALS & ALLIED PRODUCTS 64,127 100,000 164,127 Abbott Laboratories 3,050 4,162 7,212 59,400 0 59,400 Clorox Company 2,350 0 2,350 103,000 0 103,000 Colgate-Palmolive Company 4,862 0 4,862 37,711 0 37,711 Eli Lilly & Company 3,059 0 3,059 13,000 0 13,000 Genentech Incorporated 2,414 0 2,414 59,076 0 59,076 Gillette Company 1,824 0 1,824 48,425 45,000 93,425 Johnson & Johnson 4,549 4,188 8,737 72,152 90,000 162,152 Merck & Company Incorporated 5,371 6,452 11,823 231,751 180,000 411,751 Pfizer Incorporated 10,414 7,763 18,177 24,500 75,000 99,500 Pharmacia Corporation 1,475 4,106 5,581 50,500 0 50,500 Praxair Incorporated 1,887 0 1,887 38,244 0 38,244 Procter & Gamble Company 2,562 0 2,562 52,725 100,000 152,725 Schering-Plough Corporation 2,452 4,319 6,771 0 45,000 45,000 Amgen 0 2,922 2,922 0 60,000 60,000 Guidant 0 3,383 3,383 ----------------------------------------------- 46,269 37,295 83,564 COMMUNICATIONS 88,500 0 88,500 360networks Incorporated 1,737 0 1,737 57,200 0 57,200 Clear Channel Communications Incorporated 3,232 0 3,232 42,500 0 42,500 Nextel Communications Incorporated 1,987 0 1,987 75,500 0 75,500 NEXTLINK Communications Incorporated 2,657 0 2,657 56,000 190,000 246,000 Qwest Communications International Incorporated+ 2,692 8,918 11,610 141,204 107,000 248,204 SBC Communications Incorporated 7,060 4,554 11,614 110,500 187,500 298,000 WorldCom Incorporated 3,356 7,324 10,680 0 150,000 150,000 AT&T 0 4,641 4,641 ----------------------------------------------- 22,721 25,437 48,158 DEPOSITORY INSTITUTIONS 77,751 120,000 197,751 Chase Manhattan Corporation 3,591 5,962 9,553 276,132 100,000 376,132 Citigroup Incorporated 14,928 7,056 21,984 28,750 0 28,750 Fifth Third Bancorp 1,549 0 1,549 25,000 0 25,000 Golden West Financial Corporation 1,341 0 1,341 24,650 0 24,650 State Street Corporation 3,205 0 3,205 0 100,000 100,000 Wells Fargo 0 4,131 4,131 ----------------------------------------------- 24,614 17,149 41,763 EATING & DRINKING PLACES 66,864 0 66,864 McDonald's Corporation 2,018 0 2,018 ELECTRIC, GAS & SANITARY SERVICES 182,600 0 182,600 AES Corporation 12,508 0 12,508 29,000 0 29,000 Southern Energy Incorporated 910 0 910 47,830 0 47,830 Williams Companies Incorporated 2,021 0 2,021 ----------------------------------------------- 15,439 0 15,439 ELECTRONIC & OTHER ELECTRICAL EQUIPMENT & COMPONENTS, EXCEPT COMPUTER EQUIPMENT 40,900 0 40,900 Celestica Incorporated 2,832 0 2,832 390,726 300,000 690,726 General Electric Company 22,540 15,431 37,971 250,032 220,000 470,032 Intel Corporation 10,408 14,685 25,093 77,800 100,000 177,800 JDS Uniphase Corporation 7,367 11,813 19,180 24,000 0 24,000 Micron Technology Incorporated 1,104 0 1,104 34,300 0 34,300 Network Appliance Incorporated 4,369 0 4,369 219,372 112,000 331,372 Nortel Networks Corporation 13,066 8,330 21,396 15,500 0 15,500 PMC-Sierra Incorporated 3,336 0 3,336 32,100 0 32,100 Sanmina Corporation 3,005 0 3,005 64,488 0 64,488 Texas Instruments Incorporated 3,043 0 3,043 32,000 0 32,000 TyCom Limited 1,228 0 1,228 0 120,000 120,000 Analog Devices 0 8,025 8,025 ----------------------------------------------- 72,298 58,284 130,582 ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT & RELATED SERVICES 53,600 0 53,600 Halliburton Company 2,623 0 2,623 FOOD & KINDRED PRODUCTS 72,800 0 72,800 Anheuser-Busch Companies Incorporated 3,080 0 3,080 119,020 130,000 249,020 Coca-Cola Company 6,561 7,971 14,532 77,600 120,000 197,600 PepsiCo Incorporated 3,570 5,498 9,068 ----------------------------------------------- 13,211 13,469 26,680 GENERAL MERCHANDISE STORES 249,040 180,000 429,040 Target Corporation 6,382 5,220 11,602 173,104 150,000 323,104 Wal-Mart Stores Incorporated 8,331 8,241 16,572 0 150,000 150,000 Gap 0 5,372 5,372 ----------------------------------------------- 14,713 18,833 33,546 INDUSTRIAL & COMMERCIAL MACHINERY & COMPUTER EQUIPMENT 351,960 200,000 551,960 Cisco Systems Incorporated 19,446 13,087 32,533 138,236 0 138,236 EMC Corporation 13,703 0 13,703 43,076 40,000 83,076 Hewlett-Packard Company 4,178 4,367 8,545 71,482 30,000 101,482 IBM Corporation 8,042 3,373 11,415 36,000 0 36,000 Palm Incorporated 1,906 0 1,906 0 140,000 140,000 Dell Computer 0 6,151 6,151 ----------------------------------------------- 47,275 26,978 74,253 INSURANCE AGENTS, BROKERS & SERVICE 18,800 0 18,800 Marsh & McLennan Companies Incorporated 2,496 0 2,496 INSURANCE CARRIERS 141,031 120,000 261,031 American International Group Incorporated 13,495 10,523 24,018 54,000 0 54,000 AXA Financial Incorporated 2,751 0 2,751 35,000 0 35,000 St. Paul Companies Incorporated 1,726 0 1,726 ----------------------------------------------- 17,972 10,523 28,495 MEASURING, ANALYZING, & CONTROLLING INSTRUMENTS; PHOTOGRAPHIC, MEDICAL & OPTICAL GOODS 44,069 0 44,069 Baxter International Incorporated 3,517 0 3,517 37,488 0 37,488 Danaher Corporation 1,865 0 1,865 19,402 0 19,402 Medtronic Incorporated 1,005 0 1,005 0 15,256 15,256 Agilent Technologies 0 622 622 ----------------------------------------------- 6,387 622 7,009 MISCELLANEOUS MANUFACTURING INDUSTRIES 118,900 133,000 251,900 Tyco International Limited 6,168 7,115 13,283 MISCELLANEOUS RETAIL 61,800 0 61,800 Bed Bath & Beyond Incorporated 1,507 0 1,507 36,000 0 36,000 Dollar Tree Stores Incorporated 1,460 0 1,460 ----------------------------------------------- 2,967 0 2,967 MOTION PICTURES 41,000 0 41,000 Time Warner Incorporated 3,208 0 3,208 NONDEPOSITORY CREDIT INSTITUTIONS 94,750 0 94,750 Federal National Mortgage Association 6,775 0 6,775 106,140 0 106,140 Household International Incorporated 6,010 0 6,010 ----------------------------------------------- 12,785 0 12,785 OIL & GAS EXTRACTION 83,000 0 83,000 Diamond Offshore Drilling Incorporated 3,403 0 3,403 29,000 0 29,000 Enron Corporation 2,541 0 2,541 35,669 0 35,669 Transocean Sedco Forex Incorporated 2,091 0 2,091 ----------------------------------------------- 8,035 0 8,035 PAPER & ALLIED PRODUCTS 44,600 0 44,600 International Paper Company 1,279 0 1,279 18,800 100,000 118,800 Kimberly-Clark Corporation 1,049 5,744 6,793 ----------------------------------------------- 2,328 5,744 8,072 PETROLEUM REFINING & RELATED INDUSTRIES 36,773 0 36,773 Chevron Corporation 3,135 0 3,135 34,100 0 34,100 Coastal Corporation 2,528 0 2,528 113,952 100,000 213,952 Exxon Mobil Corporation 10,156 8,000 18,156 70,216 0 70,216 Royal Dutch Petroleum Company NY Shares ADR 4,208 0 4,208 0 85,000 85,000 Texaco 0 4,202 4,202 ---------------------------------------------- 20,027 12,202 32,229 PRIMARY METAL INDUSTRIES 107,764 0 107,764 Alcoa Incorporated 2,728 0 2,728 PRINTING, PUBLISHING & ALLIED INDUSTRIES 35,196 0 35,196 Viacom Incorporated Class B 2,059 0 2,059 0 100,000 100,000 McGraw-Hill 0 5,944 5,944 ---------------------------------------------- 2,059 5,944 8,003 SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES 25,500 0 25,500 Franklin Resources Incorporated 1,133 0 1,133 22,000 0 22,000 Goldman Sachs Group Incorporated 2,507 0 2,507 45,600 0 45,600 Merrill Lynch & Company Incorporated 3,010 0 3,010 52,116 100,000 152,116 Morgan Stanley Dean Witter & Company 4,765 9,125 13,890 0 105,000 105,000 American Express 0 5,952 5,952 0 170,000 170,000 Capital One Financial 0 9,966 9,966 0 21,630 21,630 Fannie Mae 0 1,079 1,079 ---------------------------------------------- 11,415 26,122 37,537 STONE, CLAY, GLASS & CONCRETE PRODUCTS 27,500 0 27,500 Corning Incorporated 8,167 0 8,167 TRANSPORTATION EQUIPMENT 41,600 0 41,600 United Technologies Corporation 2,881 0 2,881 TOTAL COMMON STOCK 429,318 318,826 748,144 PRINCIPAL (000's) - ---------------------------------- SHORT-TERM INSTRUMENTS Goldman Sachs Repurchase Agreement - 102% 5,408 0 5,408 Collateralized by U.S. Government Securities 5,408 0 5,408 0 4,470 4,470 SEI Daily Income Trust Money Market Portfolio 0 4,470 4,470 0 88 88 SEI Daily Income Trust Prime Obligation Portfolio 0 88 88 ---------------------------------------------- 5,408 4,558 9,966 TOTAL INVESTMENTS, AT MARKET VALUE $ 434,726 $ 323,384 $ 758,110 TOTAL INVESTMENTS, AT COST $ 321,691 $ 215,099 $ 536,790
WELLS FARGO FUNDS - ASSET ALLOCATION FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES As of September 30, 2000 (Note 1) (Unaudited) ($000's)
Wells Fargo Asset Achievement Pro Forma Pro Forma Allocation Fund Balanced Fund Adjustments Combined ----------------- ------------- ----------- ------------ ASSETS Investments: In securities, at market value (see cost below) $ 1,889,506 $ 213,168 $ 2,102,674 Cash 5 0 5 Receivables: Dividends, interest, other receivables 9,920 1,284 11,204 Fund shares sold 3,522 0 3,522 Investment securities sold 14 2,090 2,104 Prepaid expenses and other assets 27 16 43 Total Assets 1,902,994 216,558 2,119,552 LIABILITIES Payables: Investment securities purchased 0 1,360 1,360 Fund shares redeemed 2,059 150 2,209 Due to distributor 1,325 0 1,325 Due to advisor and affiliates 1,360 0 1,360 Other 634 255 889 Total Liabilities 5,378 1,765 7,143 TOTAL NET ASSETS $ 1,897,616 $ 214,793 $ 2,112,409 Net assets consist of: Paid-in capital 1,497,207 $ 151,585 $ 1,648,792 Undistributed net investment income (loss) 619 39 658 Undistributed net realized gain (loss) on investments 123,223 12,995 136,218 Net unrealized appreciation (depreciation) of investments 276,567 50,174 326,741 TOTAL NET ASSETS $ 1,897,616 $ 214,793 $ 2,112,409 COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE Net assets - Class A $ 1,266,357 $ 3,542 $ 1,269,899 Shares outstanding - Class A 51,975 242 (97) (2) 52,120 Net asset value per share - Class A $ 24.36 $ 14.63 $ 24.36 Maximum offering price per share - Class A $ 25.85 $ 15.32 $ 25.85 Net assets - Class B $ 577,526 $ 2,009 $ 579,535 Shares outstanding - Class B 39,088 138 (2) (2) 39,224 Net asset value and offering price per share - Class B $ 14.78 $ 14.60 $ 14.78 Net assets - Class C $ 32,911 $ 32,911 Shares outstanding - Class C 2,221 2,221 Net asset value and offering price per share - Class C $ 14.82 $ 14.82 Net assets - Institutional Class $ 20,822 $ 209,242 $ 230,064 Shares outstanding - Institutional Class 854 14,278 (5,693) (2) 9,439 Net asset value and offering price per share - Institutional Class $ 24.37 $ 14.66 $ 24.37 INVESTMENT AT COST $ 1,612,895 $ 162,994 $ 1,775,889 - ------------------------------------------------------------------------------------------------------------------------------------
(1) The information presented for the Achievement Balanced Fund is as of July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's low portfolio turnover rate and stable asset size, Management believes the information presented is representative of the Fund's balance sheet and portfolio holdings as of September 30, 2000. (2) Share adjustments based on surviving Fund NAV. WELLS FARGO FUNDS - ASSET ALLOCATION FUND PRO FORMA STATEMENT OF OPERATIONS For the Year Ended September 30, 2000 (Note 1) (Unaudited) ($000's)
Wells Fargo Asset Achievement Pro Forma Pro Forma Allocation Fund Balanced Fund Adjustments Combined ----------------- ------------- ----------- ------------ INVESTMENT INCOME Dividends $ 13,563 $ 1,251 $ 14,814 Interest 47,883 4,630 52,513 Total Investment Income 61,446 5,881 67,327 EXPENSES Advisory fees 14,567 1,627 969 (2) 17,163 Administration fees 2,895 440 (117)(2) 3,218 Custody fees 0 55 * (55)(2) 0 Shareholder servicing fees 2,289 0 0 (2) 2,289 Portfolio accounting fees 191 0 0 (2) 191 Transfer agency fees 2,336 0 266 (2) 2,602 Distribution fees 4,307 30 ** (3)(2) 4,334 Legal and audit fees 123 54 (23)(2) 154 Registration fees 92 74 (64)(2) 102 Directors' fees 5 15 (15)(2) 5 Shareholder reports 235 38 (11)(2) 262 Other 268 16 0 (2) 284 Total Expenses 27,308 2,349 947 30,604 Less: Waived fees and reimbursed expenses fees (3,915) (341) (752)(2) (5,008) Net expenses 23,393 2,008 195 25,596 NET INVESTMENT INCOME (LOSS) 38,053 3,873 (195) 41,731 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain (loss) on sale of investments 127,664 18,887 146,551 Net change in unrealized appreciation or depreciation of investments 45,590 2,964 48,554 Net Gain (Loss) on Investments 173,254 21,851 195,105 NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 211,307 $ 25,724 (195) $236,836 - ---------------------------------------------------------------------------------------------------------------------------------
* Includes transfer agency fees ** Includes shareholder servicing fees (1) The information presented for the Achievement Balanced Fund is for the year ended July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's stable portfolio and level fee/expense structure, Management believes the information presented is representative of the Fund's statement of operations for the twelve months ended September 30, 2000. (2) To adjust expenses to reflect the Combined Fund's estimated fees and expenses, based on contractual rates or elimination of duplicative services.
WELLS FARGO FUNDS - ASSET ALLOCATION FUND PRO FORMA PORTFOLIO OF INVESTMENTS As of September 30, 2000 (Unaudited) Shares Market Value ($000's) - ------------------------------------------------- ---------------------------------------------- WF Asset Allocation Achievement Pro Forma WF Asset Allocation Achievement Pro Forma Fund Balanced Fund Combined Security Name Fund Balanced Fund Combined COMMON STOCK AGRICULTURAL PRODUCTION-CROPS $ 31,267 $ 0 $ 31,267 Nabisco Group Holdings Corporation $ 891 $ 0 $ 891 AMUSEMENT & RECREATION SERVICES 11,728 0 11,728 Harrah's Entertainment Incorporated 323 0 323 199,215 49,000 248,215 Walt Disney Company 7,620 1,896 9,516 ---------------------------------------------- 7,943 1,896 9,839 APPAREL & ACCESSORY STORES 81,556 40,000 121,556 Gap Incorporated 1,641 1,433 3,074 31,256 0 31,256 Kohl's Corporation 1,803 0 1,803 41,224 0 41,224 Limited Incorporated 910 0 910 12,910 0 12,910 Nordstrom Incorporated 201 0 201 ---------------------------------------------- 4,555 1,433 5,988 APPAREL & OTHER FINISHED PRODUCTS MADE FROM FABRICS & SIMILAR MATERIALS 5,262 0 5,262 Liz Claiborne Incorporated 202 0 202 10,931 0 10,931 V F Corporation 270 0 270 ---------------------------------------------- 472 0 472 AUTOMOTIVE DEALERS & GASOLINE SERVICE STATIONS 12,846 0 12,846 Autozone Incorporated 291 0 291 AUTOMOTIVE REPAIR, SERVICES & PARKING 5,751 0 5,751 Ryder System Incorporated 106 0 106 BUILDING CONSTRUCTION-GENERAL CONTRACTORS & OPERATIVE BUILDERS 5,729 0 5,729 Centex Corporation 184 0 184 4,656 0 4,656 Kaufman & Broad Home Corporation 125 0 125 3,970 0 3,970 Pulte Corporation 131 0 131 ---------------------------------------------- 440 0 440 BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY & MOBILE HOME DEALERS 221,804 70,500 292,304 Home Depot Incorporated 11,769 3,648 15,417 36,667 0 36,667 Lowe's Companies Incorporated 1,645 0 1,645 15,720 0 15,720 Sherwin-Williams Company 336 0 336 ---------------------------------------------- 13,750 3,648 17,398 BUSINESS SERVICES 11,461 0 11,461 Adobe Systems Incorporated 1,779 0 1,779 220,228 50,000 270,228 America Online Incorporated 11,837 2,666 14,503 5,630 0 5,630 Autodesk Incorporated 143 0 143 60,129 0 60,129 Automatic Data Processing Incorporated 4,021 0 4,021 23,432 0 23,432 BMC Software Incorporated 448 0 448 17,526 0 17,526 Cabletron Systems Incorporated 515 0 515 69,121 0 69,121 Cendant Corporation 752 0 752 13,934 0 13,934 Ceridian Corporation 391 0 391 17,756 0 17,756 Citrix Systems Incorporated 356 0 356 56,423 0 56,423 Computer Associates International Incorporated 1,421 0 1,421 16,093 0 16,093 Computer Sciences Corporation 1,195 0 1,195 34,549 0 34,549 Compuware Corporation 289 0 289 14,750 0 14,750 Convergys Corporation 573 0 573 6,983 0 6,983 Deluxe Corporation 142 0 142 12,446 0 12,446 Ecolab Incorporated 449 0 449 44,636 0 44,636 Electronic Data Systems Corporation 1,852 0 1,852 13,532 0 13,532 Equifax Incorporated 365 0 365 39,549 0 39,549 First Data Corporation 1,545 0 1,545 28,534 0 28,534 IMS Health Incorporated 592 0 592 28,894 0 28,894 Interpublic Group of Companies Incorporated 984 0 984 27,067 0 27,067 McKesson HBOC Incorporated 827 0 827 7,600 0 7,600 Mercury Interactive Corporation 1,191 0 1,191 503,931 69,800 573,731 Microsoft Corporation 30,362 4,873 35,235 9,095 0 9,095 NCR Corporation 344 0 344 31,649 0 31,649 Novell Incorporated 315 0 315 17,082 0 17,082 Omnicom Group Incorporated 1,246 0 1,246 269,763 83,200 352,963 Oracle Corporation 21,244 6,256 27,500 26,513 0 26,513 Parametric Technology Company 290 0 290 26,460 0 26,460 PeopleSoft Incorporated 739 0 739 11,300 0 11,300 Sapient Corporation 460 0 460 38,700 0 38,700 Siebel Systems Incorporated 4,308 0 4,308 152,109 36,000 188,109 Sun Microsystems Incorporated 17,759 3,796 21,555 29,870 0 29,870 Unisys Corporation 336 0 336 37,507 0 37,507 VERITAS Software Corporation 5,326 0 5,326 52,120 30,200 82,320 Yahoo! Incorporated 4,743 3,886 8,629 6,880 0 6,880 Young & Rubicam Incorporated 341 0 341 ---------------------------------------------- 119,480 21,477 140,957 CHEMICALS & ALLIED PRODUCTS 148,511 35,000 183,511 Abbott Laboratories 7,063 1,457 8,520 21,948 0 21,948 Air Products and Chemicals Incorporated 790 0 790 5,379 0 5,379 Alberto Culver Company 155 0 155 11,036 0 11,036 ALZA Corporation 955 0 955 125,083 0 125,083 American Home Products Corporation 7,075 0 7,075
98,479 23,000 121,479 Amgen Incorporated 6,877 1,494 8,371 22,771 0 22,771 Avon Products Incorporated 931 0 931 14,259 0 14,259 Biogen Incorporated 870 0 870 188,721 0 188,721 Bristol-Myers Squibb Company 10,781 0 10,781 22,476 0 22,476 Clorox Company 889 0 889 55,268 0 55,268 Colgate-Palmolive Company 2,609 0 2,609 64,868 0 64,868 Dow Chemical Company 1,618 0 1,618 100,366 0 100,366 E I du Pont de Nemours & Company 4,159 0 4,159 7,340 0 7,340 Eastman Chemical Company 271 0 271 108,288 0 108,288 Eli Lilly & Company 8,785 0 8,785 2,914 0 2,914 FMC Corporation 195 0 195 100,123 0 100,123 Gillette Company 3,091 0 3,091 5,252 0 5,252 Great Lakes Chemical Corporation 154 0 154 9,841 0 9,841 International Flavors & Fragrances 179 0 179 Incorporated 133,374 15,000 148,374 Johnson & Johnson 12,529 1,396 13,925 20,000 0 20,000 MedImmune Incorporated 1,545 0 1,545 220,414 58,000 278,414 Merck & Company Incorporated 16,407 4,158 20,565 603,506 39,000 642,506 Pfizer Incorporated 27,120 1,682 28,802 122,024 30,000 152,024 Pharmacia Corporation 7,344 1,643 8,987 16,659 0 16,659 PPG Industries Incorporated 661 0 661 15,132 0 15,132 Praxair Incorporated 565 0 565 125,358 0 125,358 Procter & Gamble Company 8,399 0 8,399 20,853 0 20,853 Rohm & Haas Company 606 0 606 140,389 50,000 190,389 Schering-Plough Corporation 6,528 2,159 8,687 8,145 0 8,145 Sigma Aldrich 269 0 269 12,928 0 12,928 Union Carbide Corporation 488 0 488 6,543 0 6,543 W R Grace & Company 45 0 45 9,753 0 9,753 Watson Pharmaceuticals Incorporated 633 0 633 ---------------------------------------------- 140,586 13,989 154,575 COMMUNICATIONS 64,740 0 64,740 ADC Telecommunications Incorporated 1,741 0 1,741 30,196 0 30,196 Alltel Corporation 1,576 0 1,576 359,748 82,500 442,248 AT&T Corporation 10,568 2,552 13,120 180,235 0 180,235 BellSouth Corporation 7,254 0 7,254 13,475 0 13,475 CenturyTel Incorporated 367 0 367 56,027 0 56,027 Clear Channel Communications Incorporated 3,165 0 3,165 86,081 0 86,081 Comcast Corporation Class A 3,524 0 3,524 84,572 0 84,572 Global Crossing Limited 2,622 0 2,622 72,710 0 72,710 Nextel Communications Incorporated 3,399 0 3,399 156,560 60,000 216,560 Qwest Communications International Incorporated 7,525 2,816 10,341 325,011 55,000 380,011 SBC Communications Incorporated 16,251 2,341 18,592 84,064 0 84,064 Sprint Corporation (FON Group) 2,464 0 2,464 87,783 0 87,783 Sprint Corporation (PCS Group) 3,078 0 3,078 260,847 0 260,847 Verizon Communications 12,635 0 12,635 274,550 93,000 367,550 WorldCom Incorporated 8,339 3,633 11,972 ---------------------------------------------- 84,508 11,342 95,850 DEPOSITORY INSTITUTIONS 37,687 0 37,687 AmSouth Bancorp 471 0 471 157,746 0 157,746 Bank of America Corporation 8,262 0 8,262 70,704 0 70,704 Bank of New York Company Incorporated 3,964 0 3,964 109,986 0 109,986 Bank One Corporation 4,248 0 4,248 37,561 0 37,561 BB&T Corporation 1,131 0 1,131 21,053 0 21,053 Charter One Financial Incorporated 513 0 513 124,908 48,000 172,908 Chase Manhattan Corporation 5,769 2,385 8,154 431,025 53,000 484,025 Citigroup Incorporated 23,302 3,740 27,042 15,007 0 15,007 Comerica Incorporated 877 0 877 44,531 0 44,531 Fifth Third Bancorp 2,399 0 2,399 94,013 0 94,013 First Union Corporation 3,026 0 3,026 92,990 0 92,990 Firstar Corporation 2,081 0 2,081 86,357 0 86,357 FleetBoston Financial Corporation 3,368 0 3,368 15,166 0 15,166 Golden West Financial Corporation 813 0 813 23,432 0 23,432 Huntington Bancshares Incorporated 344 0 344 15,386 0 15,386 J P Morgan & Company Incorporated 2,514 0 2,514 41,663 0 41,663 KeyCorp 1,055 0 1,055 47,076 0 47,076 Mellon Financial Corporation 2,183 0 2,183 58,119 0 58,119 National City Corporation 1,286 0 1,286 21,319 0 21,319 Northern Trust Corporation 1,895 0 1,895 13,178 0 13,178 Old Kent Financial Corporation 381 0 381 27,880 0 27,880 PNC Financial Services Group 1,812 0 1,812 21,135 0 21,135 Regions Financial Corporation 480 0 480 16,133 0 16,133 SouthTrust Corporation 507 0 507 15,448 0 15,448 State Street Corporation 2,008 0 2,008 16,899 0 16,899 Summit Bancorp 583 0 583 29,048 0 29,048 Suntrust Banks Incorporated 1,447 0 1,447 27,105 0 27,105 Synovus Financial Corporation 574 0 574 72,080 0 72,080 US Bancorp 1,640 0 1,640 12,999 0 12,999 Union Planters Corporation 430 0 430 19,371 0 19,371 Wachovia Corporation 1,098 0 1,098 52,459 0 52,459 Washington Mutual Incorporated 2,089 0 2,089 154,967 50,900 205,867 Wells Fargo & Company 7,119 2,103 9,222 ---------------------------------------------- 89,669 8,228 97,897 EATING & DRINKING PLACES 11,852 0 11,852 Darden Restaurants Incorporated 247 0 247 127,721 0 127,721 McDonald's Corporation 3,855 0 3,855 17,650 0 17,650 Starbucks Corporation 707 0 707 14,161 0 14,161 Tricon Global Restaurants Incorporated 434 0 434 10,919 0 10,919 Wendy's International Incorporated 219 0 219 ---------------------------------------------- 5,462 0 5,462
ELECTRIC, GAS & SANITARY SERVICES 43,836 0 43,836 AES Corporation 3,003 0 3,003 18,081 0 18,081 Allied Waste Industries Incorporated 166 0 166 13,158 0 13,158 Ameren Corporation 551 0 551 30,826 0 30,826 American Electric Power Company 1,206 0 1,206 Incorporated 15,282 0 15,282 Cinergy Corporation 505 0 505 10,534 0 10,534 CMS Energy Corporation 284 0 284 7,716 0 7,716 Columbia Energy Group 548 0 548 20,373 0 20,373 Consolidated Edison Incorporated 695 0 695 14,386 0 14,386 Constellation Energy Group 716 0 716 15,313 0 15,313 CP&L Energy Incorporated 638 0 638 22,789 0 22,789 Dominion Resource Incorporated 1,323 0 1,323 13,694 0 13,694 DTE Energy Company 524 0 524 35,217 0 35,217 Duke Energy Corporation 3,020 0 3,020 2,607 0 2,607 Eastern Enterprises 166 0 166 31,821 0 31,821 Edison International 615 0 615 22,169 0 22,169 El Paso Energy Corporation 1,366 0 1,366 22,034 0 22,034 Entergy Corporation 821 0 821 22,122 0 22,122 FirstEnergy Corporation 596 0 596 9,457 0 9,457 Florida Progress Corporation 501 0 501 17,122 0 17,122 FPL Group Incorporated 1,126 0 1,126 11,634 0 11,634 GPU Incorporated 377 0 377 12,800 0 12,800 KeySpan Corporation 514 0 514 16,577 0 16,577 Niagara Mohawk Holdings Incorporated 261 0 261 4,481 0 4,481 NICOR Incorporated 162 0 162 2,829 0 2,829 Oneok Incorporated 112 0 112 16,300 0 16,300 PECO Energy Company 987 0 987 3,431 0 3,431 People's Energy Corporation 115 0 115 36,935 0 36,935 PG&E Corporation 893 0 893 8,100 0 8,100 Pinnacle West Capital Corporation 412 0 412 13,857 0 13,857 PPL Corporation 579 0 579 20,714 0 20,714 Public Service Enterprise Group 926 0 926 Incorporated 28,386 0 28,386 Reliant Energy Incorporated 1,320 0 1,320 19,571 0 19,571 Sempra Energy 407 0 407 62,238 0 62,238 Southern Company 2,019 0 2,019 25,304 0 25,304 Texas Utilities Company 1,003 0 1,003 17,000 0 17,000 Unicom Corporation 955 0 955 59,536 0 59,536 Waste Management Incorporated 1,038 0 1,038 42,401 0 42,401 Williams Companies Incorporated 1,791 0 1,791 32,341 0 32,341 XCEL Energy Incorporated 889 0 889 ---------------------------------------------- 33,130 0 33,130 ELECTRONIC & OTHER ELECTRICAL EQUIPMENT & COMPONENTS, EXCEPT COMPUTER EQUIPMENT 9,933 0 9,933 Adaptec Incorporated 199 0 199 29,348 0 29,348 Advanced Micro Devices Incorporated 693 0 693 38,200 0 38,200 Altera Corporation 1,824 0 1,824 18,550 0 18,550 American Power Conversion Corporation 356 0 356 33,897 43,800 77,697 Analog Devices Incorporated 2,799 2,929 5,728 7,701 0 7,701 Andrew Corporation 202 0 202 20,800 0 20,800 Broadcom Corporation 5,070 0 5,070 20,809 0 20,809 Conexant Systems Incorporated 871 0 871 8,894 0 8,894 Cooper Industries Incorporated 314 0 314 6,931 0 6,931 Eaton Corporation 427 0 427 40,961 0 40,961 Emerson Electric Company 2,744 0 2,744 948,198 160,000 1,108,198 General Electric Company 54,699 8,230 62,929 642,204 92,800 735,004 Intel Corporation 26,732 6,194 32,926 89,300 50,000 139,300 JDS Uniphase Corporation 8,456 5,906 14,362 29,867 0 29,867 Linear Technology Corporation 1,934 0 1,934 29,484 0 29,484 LSI Logic Corporation 862 0 862 316,375 0 316,375 Lucent Technologies Incorporated 9,669 0 9,669 27,150 0 27,150 Maxim Integrated Products 2,184 0 2,184 Incorporated 7,472 0 7,472 Maytag Corporation 232 0 232 53,228 0 53,228 Micron Technology Incorporated 2,448 0 2,448 18,762 0 18,762 Molex Incorporated 1,021 0 1,021 206,394 0 206,394 Motorola Incorporated 5,831 0 5,831 16,976 0 16,976 National Semiconductor Corporation 683 0 683 3,956 0 3,956 National Service Industries 77 0 77 29,171 0 29,171 Network Appliance Incorporated 3,716 0 3,716 284,132 50,000 334,132 Nortel Networks Corporation 16,924 3,719 20,643 12,550 0 12,550 Novellus Systems Incorporated 584 0 584 71,038 0 71,038 Qualcomm Incorporated 5,061 0 5,061 32,545 0 32,545 Raytheon Company Class B 925 0 925 14,250 0 14,250 Sanmina Corporation 1,334 0 1,334 15,308 0 15,308 Scientific-Atlanta Incorporated 974 0 974 39,219 0 39,219 Tellabs Incorporated 1,873 0 1,873 165,316 0 165,316 Texas Instruments Incorporated 7,801 0 7,801 5,525 0 5,525 Thomas & Betts Corporation 96 0 96 6,987 0 6,987 Whirlpool Corporation 272 0 272 30,784 0 30,784 Xilink Incorporated 2,636 0 2,636 ---------------------------------------------- 172,523 26,978 199,501
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT & RELATED SERVICES 15,545 0 15,545 Dun & Bradstreet Corporation 535 0 535 7,367 0 7,367 Fluor Corporation 221 0 221 42,548 0 42,548 Halliburton Company 2,082 0 2,082 35,605 0 35,605 Paychex Incorporated 1,869 0 1,869 4,703 0 4,703 PerkinElmer Incorporated 491 0 491 11,026 0 11,026 Quintiles Transnational Corporation 176 0 176 ---------------------------------------------- 5,374 0 5,374 FABRICATED METAL PRODUCTS, EXCEPT MACHINERY & TRANSPORTATION EQUIPMENT 2,893 0 2,893 Ball Corporation 92 0 92 5,768 0 5,768 Crane Company 132 0 132 12,270 0 12,270 Crown Cork & Seal Company Incorporated 131 0 131 15,196 0 15,196 Fortune Brands Incorporated 403 0 403 28,960 0 28,960 Illinois Tool Works Incorporated 1,618 0 1,618 41,047 0 41,047 Lockheed Martin Corporation 1,353 0 1,353 42,979 0 42,979 Masco Corporation 800 0 800 5,588 0 5,588 Snap-On Incorporated 132 0 132 8,451 0 8,451 Stanley Works 195 0 195 ---------------------------------------------- 4,856 0 4,856 FOOD & KINDRED PRODUCTS 3,553 0 3,553 Adolph Coors Company 225 0 225 86,728 0 86,728 Anheuser-Busch Companies Incorporated 3,670 0 3,670 60,625 0 60,625 Archer Daniels Midland Company 523 0 523 26,358 0 26,358 Bestfoods Incorporated 1,918 0 1,918 6,601 0 6,601 Brown-Forman Corporation 361 0 361 40,472 0 40,472 Campbell Soup Company 1,047 0 1,047 237,341 45,000 282,341 Coca-Cola Company 13,083 2,759 15,842 40,345 0 40,345 Coca-Cola Enterprises Incorporated 643 0 643 51,114 0 51,114 ConAgra Foods Incorporated 1,025 0 1,025 27,967 0 27,967 General Mills Incorporated 993 0 993 33,741 0 33,741 H J Heinz Company 1,251 0 1,251 10,272 0 10,272 Hercules Incorporated 145 0 145 13,162 0 13,162 Hershey Foods Corporation 712 0 712 38,929 0 38,929 Kellogg Company 942 0 942 138,123 67,000 205,123 PepsiCo Incorporated 6,354 3,069 9,423 12,554 0 12,554 Quaker Oats Company 993 0 993 29,466 0 29,466 Ralston Purina Group 698 0 698 83,402 0 83,402 Sara Lee Corporation 1,694 0 1,694 41,815 0 41,815 Seagram Company Limited 2,402 0 2,402 54,757 0 54,757 Unilever NV ADR 2,642 0 2,642 10,948 0 10,948 Wm Wrigley Jr Company 820 0 820 ---------------------------------------------- 42,141 5,828 47,969 FOOD STORES 40,653 0 40,653 Albertson's Incorporated 854 0 854 80,016 0 80,016 Kroger Company 1,805 0 1,805 13,886 0 13,886 Winn-Dixie Stores Incorporated 200 0 200 ---------------------------------------------- 2,859 0 2,859 FURNITURE & FIXTURES 18,812 0 18,812 Leggett & Platt 297 0 297 GENERAL MERCHANDISE STORES 10,619 0 10,619 Consolidated Stores Corporation 143 0 143 9,027 0 9,027 Dillards Incorporated 96 0 96 31,540 0 31,540 Dollar General Corporation 528 0 528 20,506 0 20,506 Federated Department Stores 536 0 536 Incorporated 25,017 0 25,017 J C Penney Company Incorporated 296 0 296 46,095 0 46,095 KMart Corporation 277 0 277 31,926 0 31,926 May Department Stores Company 654 0 654 33,783 0 33,783 Sears Roebuck & Company 1,095 0 1,095 87,398 104,000 191,398 Target Corporation 2,240 3,016 5,256 28,717 0 28,717 TJX Companies Incorporated 646 0 646 427,343 76,000 503,343 Wal-Mart Stores Incorporated 20,566 4,175 24,741 ---------------------------------------------- 27,077 7,191 34,268 HEALTH SERVICES 53,421 0 53,421 HCA - The Healthcare Company 1,983 0 1,983 36,884 0 36,884 HEALTHSOUTH Corporation 300 0 300 9,802 0 9,802 Manor Care Incorporated 154 0 154 30,018 0 30,018 Tenet Healthcare Corporation 1,092 0 1,092 ---------------------------------------------- 3,529 0 3,529 HEAVY CONSTRUCTION OTHER THAN BUILDING CONSTRUCTION-CONTRACTORS 5,819 0 5,819 McDermott International Incorporated 64 0 64 HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES 19,645 0 19,645 Best Buy Company Incorporated 1,250 0 1,250 19,451 0 19,451 Circuit City Stores 447 0 447 17,933 0 17,933 RadioShack Corporation 1,159 0 1,159 ---------------------------------------------- 2,856 0 2,856 HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES 35,333 0 35,333 Hilton Hotels Corporation 409 0 409 22,963 0 22,963 Marriott International Class A 837 0 837 ---------------------------------------------- 1,246 0 1,246
INDUSTRIAL & COMMERCIAL MACHINERY & COMPUTER EQUIPMENT 31,162 0 31,162 Apple Computer Incorporated 802 0 802 77,466 0 77,466 Applied Materials Incorporated 4,595 0 4,595 31,646 0 31,646 Baker Hughes Incorporated 1,175 0 1,175 8,146 0 8,146 Black & Decker Corporation 278 0 278 2,156 0 2,156 Briggs & Stratton Corporation 82 0 82 33,423 0 33,423 Caterpillar Incorporated 1,128 0 1,128 676,996 97,800 774,796 Cisco Systems Incorporated 37,404 6,400 43,804 162,784 0 162,784 Compaq Computer Corporation 4,490 0 4,490 14,686 0 14,686 Comverse Technology Incorporated 1,586 0 1,586 4,012 0 4,012 Cummins Engine Company Incorporated 120 0 120 22,440 0 22,440 Deere & Company 746 0 746 246,870 67,000 313,870 Dell Computer Corporation 7,607 2,944 10,551 19,431 0 19,431 Dover Corporation 912 0 912 208,012 0 208,012 EMC Corporation 20,619 0 20,619 30,835 0 30,835 Gateway Incorporated 1,442 0 1,442 95,711 12,000 107,711 Hewlett-Packard Company 9,284 1,310 10,594 168,739 13,200 181,939 IBM Corporation 18,983 1,484 20,467 15,537 0 15,537 Ingersoll-Rand Company 526 0 526 12,379 0 12,379 Lexmark International Incorporated 464 0 464 11,832 0 11,832 Pall Corporation 236 0 236 54,079 0 54,079 Palm Incorporated 2,863 0 2,863 24,703 0 24,703 Pitney Bowes Incorporated 974 0 974 21,770 0 21,770 Seagate Technology Incorporated 1,502 0 1,502 57,166 0 57,166 Solectron Corporation 2,637 0 2,637 5,885 0 5,885 Timken Company 81 0 81 ---------------------------------------------- 120,536 12,138 132,674 INSURANCE AGENTS, BROKERS & SERVICE 24,528 0 24,528 AON Corporation 963 0 963 16,000 0 16,000 Humana Incorporated 172 0 172 25,869 0 25,869 Marsh & McLennan Companies 3,434 0 3,434 Incorporated ---------------------------------------------- 4,569 0 4,569 INSURANCE CARRIERS 13,528 0 13,528 Aetna Incorporated 785 0 785 25,449 0 25,449 AFLAC Incorporated 1,630 0 1,630 71,420 0 71,420 Allstate Corporation 2,482 0 2,482 23,841 0 23,841 American General Corporation 1,860 0 1,860 221,675 60,000 281,675 American International Group 21,212 5,261 26,473 Incorporated 16,817 0 16,817 Chubb Corporation 1,331 0 1,331 15,437 0 15,437 CIGNA Corporation 1,612 0 1,612 15,458 0 15,458 Cincinnati Financial Corporation 549 0 549 31,252 0 31,252 Conseco Incorporated 238 0 238 20,572 0 20,572 Hartford Financial Services Group 1,500 0 1,500 9,886 0 9,886 Jefferson-Pilot Corporation 671 0 671 18,363 0 18,363 Lincoln National Corporation 884 0 884 9,412 0 9,412 Loews Corporation 785 0 785 9,430 0 9,430 MBIA Incorporated 671 0 671 10,149 0 10,149 MGIC Investment Corporation 620 0 620 6,967 0 6,967 Progressive Corporation 570 0 570 12,220 0 12,220 Safeco Corporation 333 0 333 20,286 0 20,286 St Paul Companies Incorporated 1,000 0 1,000 12,303 0 12,303 Torchmark Corporation 342 0 342 15,526 0 15,526 Unitedhealth Group Incorporated 1,533 0 1,533 23,065 0 23,065 UnumProvident Corporation 629 0 629 5,991 0 5,991 Wellpoint Health Networks 575 0 575 Incorporated ---------------------------------------------- 41,812 5,261 47,073 LUMBER & WOOD PRODUCTS, EXCEPT FURNITURE 10,047 0 10,047 Louisiana-Pacific Corporation 92 0 92 MEASURING, ANALYZING, & CONTROLLING INSTRUMENTS; PHOTOGRAPHIC, MEDICAL & OPTICAL GOODS 43,308 4,576 47,884 Agilent Technologies Incorporated 2,119 186 2,305 12,415 0 12,415 Allergan Incorporated 1,048 0 1,048 5,117 0 5,117 Bausch & Lomb Incorporated 199 0 199 27,791 0 27,791 Baxter International Incorporated 2,218 0 2,218 24,186 0 24,186 Becton Dickinson & Company 639 0 639 17,048 0 17,048 Biomet Incorporated 597 0 597 39,134 0 39,134 Boston Scientific Corporation 643 0 643 4,890 0 4,890 C R Bard Incorporated 207 0 207 13,583 0 13,583 Danaher Corporation 676 0 676 29,731 0 29,731 Eastman Kodak Company 1,215 0 1,215 29,413 43,000 72,413 Guidant Corporation 2,079 2,424 4,503 8,266 0 8,266 Johnson Controls Incorporated 440 0 440 17,880 0 17,880 KLA-Tencor Corporation 736 0 736 6,419 0 6,419 Mallinckrodt Incorporated 293 0 293 114,721 0 114,721 Medtronic Incorporated 5,944 0 5,944 4,449 0 4,449 Millipore Corporation 215 0 215 10,743 0 10,743 Parker-Hannifin Corporation 363 0 363 19,965 0 19,965 PE Corporation - PE Biosystems Group 2,326 0 2,326 4,341 0 4,341 Polaroid Corporation 58 0 58 8,020 0 8,020 St Jude Medical Incorporated 409 0 409 4,644 0 4,644 Tektronix Incorporated 357 0 357 16,557 0 16,557 Teradyne Incorporated 579 0 579 16,584 0 16,584 Thermo Electron Corporation 431 0 431 63,930 0 63,930 Xerox Corporation 963 0 963 ---------------------------------------------- 24,754 2,610 27,364
METAL MINING - 0.11% 37,969 0 37,969 Barrick Gold Corporation 579 0 579 15,289 0 15,289 Freeport McMoran Incorporated Class B 135 0 135 24,998 0 24,998 Homestake Mining Company 130 0 130 17,390 0 17,390 Inco Limited 280 0 280 16,143 0 16,143 Newmont Mining Corporation 274 0 274 7,591 0 7,591 Phelps Dodge Corporation 317 0 317 31,461 0 31,461 Placer Dome Incorporated 297 0 297 ---------------------------------------------- 2,012 0 2,012 MINING & QUARRYING OF NONMETALLIC MINERALS, EXCEPT FUELS 9,663 0 9,663 Vulcan Materials Company 388 0 388 MISCELLANEOUS MANUFACTURING INDUSTRIES 3,852 0 3,852 Armstrong Holdings Incorporated 46 0 46 16,559 0 16,559 Hasbro Incorporated 189 0 189 40,780 0 40,780 Mattel Incorporated 456 0 456 13,900 0 13,900 Tiffany & Company 536 0 536 161,814 47,000 208,814 Tyco International Limited 8,394 2,514 10,908 ---------------------------------------------- 9,621 2,514 12,135 MISCELLANEOUS RETAIL 26,960 0 26,960 Bed Bath & Beyond Incorporated 658 0 658 42,805 0 42,805 Costco Wholesale Corporation 1,496 0 1,496 37,409 0 37,409 CVS Corporation 1,733 0 1,733 3,786 0 3,786 Longs Drug Stores Incorporated 72 0 72 30,361 0 30,361 Office Depot Incorporated 237 0 237 45,734 0 45,734 Staples Incorporated 649 0 649 20,709 0 20,709 Toys R Us Incorporated 337 0 337 96,673 0 96,673 Walgreen Company 3,668 0 3,668 ---------------------------------------------- 8,850 0 8,850 MOTION PICTURES 126,106 0 126,106 Time Warner Incorporated 9,868 0 9,868 NONDEPOSITORY CREDIT INSTITUTIONS 127,963 69,000 196,963 American Express Company 7,774 3,911 11,685 69,815 0 69,815 Associates First Capital Corporation 2,653 0 2,653 18,820 73,000 91,820 Capital One Financial Corporation 1,319 4,280 5,599 25,250 0 25,250 CIT Group Incorporated 442 0 442 Countrywide Credit Industries 10,854 0 10,854 Incorporated 410 0 410 66,623 0 66,623 Federal Home Loan Mortgage Corporation 3,602 0 3,602 96,605 8,652 105,257 Federal National Mortgage Association 6,907 432 7,339 45,339 0 45,339 Household International Incorporated 2,567 0 2,567 81,624 0 81,624 MBNA Corporation 3,143 0 3,143 13,669 0 13,669 Providian Financial Corporation 1,736 0 1,736 15,045 0 15,045 USA Education Incorporated 725 0 725 ---------------------------------------------- 31,278 8,623 39,901 OIL & GAS EXTRACTION 23,280 0 23,280 Anadarko Petroleum Corporation 1,547 0 1,547 10,971 0 10,971 Apache Corporation 649 0 649 20,607 0 20,607 Burlington Resources Incorporated 759 0 759 12,100 0 12,100 Devon Energy Corporation 728 0 728 70,178 0 70,178 Enron Corporation 6,149 0 6,149 8,980 0 8,980 Kerr-McGee Corporation 595 0 595 35,327 0 35,327 Occidental Petroleum Corporation 771 0 771 8,990 0 8,990 Rowan Companies Incorporated 261 0 261 54,533 0 54,533 Schlumberger Limited 4,489 0 4,489 20,155 0 20,155 Transocean Sedco Forex Incorporated 1,182 0 1,182 29,847 0 29,847 USX-Marathon Group Incorporated 847 0 847 ---------------------------------------------- 17,977 0 17,977 PAPER & ALLIED PRODUCTS 10,740 0 10,740 Avery Dennison Corporation 498 0 498 5,061 0 5,061 Bemis Company Incorporated 163 0 163 5,445 0 5,445 Boise Cascade Corporation 145 0 145 19,776 0 19,776 Fort James Corporation 604 0 604 16,399 0 16,399 Georgia-Pacific Group 385 0 385 46,302 0 46,302 International Paper Company 1,328 0 1,328 52,129 0 52,129 Kimberly-Clark Corporation 2,909 0 2,909 9,828 0 9,828 Mead Corporation 230 0 230 Minnesota Mining and Manufacturing 37,957 0 37,957 Company 3,459 0 3,459 16,213 0 16,213 Pactiv Corporation 181 0 181 2,749 0 2,749 Potlatch Corporation 87 0 87 5,050 0 5,050 Temple-Inland Incorporated 191 0 191 9,608 0 9,608 Westvaco Corporation 256 0 256 21,928 0 21,928 Weyerhaeuser Company 885 0 885 10,611 0 10,611 Willamette Industries Incorporated 297 0 297 ---------------------------------------------- 11,618 0 11,618 PERSONAL SERVICES 9,403 0 9,403 H&R Block Incorporated 348 0 348
PETROLEUM REFINING & RELATED INDUSTRIES 8,661 0 8,661 Amerada Hess Corporation 580 0 580 6,740 0 6,740 Ashland Incorporated 227 0 227 62,538 0 62,538 Chevron Corporation 5,331 0 5,331 20,486 0 20,486 Coastal Corporation 1,519 0 1,519 59,849 0 59,849 Conoco Incorporated Class B 1,612 0 1,612 333,686 67,683 401,369 Exxon Mobil Corporation 29,740 5,415 35,155 24,336 0 24,336 Phillips Petroleum Company 1,527 0 1,527 Royal Dutch Petroleum Company 205,554 0 205,554 NY Shares ADR 12,320 0 12,320 8,462 0 8,462 Sunoco Incorporated 228 0 228 52,970 42,000 94,970 Texaco Incorporated 2,781 2,076 4,857 13,895 0 13,895 Tosco Corporation 433 0 433 23,269 0 23,269 Unocal Corporation 825 0 825 ---------------------------------------------- 57,123 7,491 64,614 PRIMARY METAL INDUSTRIES 20,934 0 20,934 Alcan Aluminum Limited 606 0 606 82,844 0 82,844 Alcoa Incorporated 2,097 0 2,097 8,029 0 8,029 Allegheny Technologies Incorporated 146 0 146 12,633 0 12,633 Bethlehem Steel Corporation 38 0 38 12,239 0 12,239 Engelhard Corporation 199 0 199 8,137 0 8,137 Nucor Corporation 245 0 245 8,452 0 8,452 USX-US Steel Group Incorporated 128 0 128 8,245 0 8,245 Worthington Industries Incorporated 77 0 77 ---------------------------------------------- 3,536 0 3,536 PRINTING, PUBLISHING & ALLIED INDUSTRIES 6,145 0 6,145 American Greetings Corporation 108 0 108 8,463 0 8,463 Dow Jones & Company Incorporated 512 0 512 25,592 0 25,592 Gannett Company Incorporated 1,356 0 1,356 6,849 0 6,849 Harcourt General Incorporated 404 0 404 7,412 0 7,412 Knight-Ridder Incorporated 377 0 377 18,686 40,000 58,686 McGraw-Hill Companies Incorporated 1,188 2,378 3,566 4,906 0 4,906 Meredith Corporation 145 0 145 16,318 0 16,318 New York Times Company 642 0 642 11,695 0 11,695 R R Donnelley & Sons Company 287 0 287 29,541 0 29,541 Tribune Company 1,289 0 1,289 145,651 0 145,651 Viacom Incorporated Class B 8,521 0 8,521 ---------------------------------------------- 14,829 2,378 17,207 RAILROAD TRANSPORTATION 40,333 0 40,333 Burlington Northern Santa Fe Corporation 870 0 870 20,905 0 20,905 CSX Corporation 456 0 456 36,745 0 36,745 Norfolk Southern Corporation 537 0 537 23,759 0 23,759 Union Pacific Corporation 924 0 924 ---------------------------------------------- 2,787 0 2,787 RUBBER & MISCELLANEOUS PLASTICS PRODUCTS 7,057 0 7,057 Cooper Tire & Rubber Company 71 0 71 15,015 0 15,015 Goodyear Tire & Rubber Company 270 0 270 25,576 0 25,576 Newell Rubbermaid Incorporated 583 0 583 26,234 0 26,234 Nike Incorporated Class B 1,051 0 1,051 5,445 0 5,445 Reebok International Limited 102 0 102 8,002 0 8,002 Sealed Air Corporation 362 0 362 5,491 0 5,491 Tupperware Corporation 99 0 99 ---------------------------------------------- 2,538 0 2,538 SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES 10,607 0 10,607 Bear Stearns Companies Incorporated 668 0 668 130,539 0 130,539 Charles Schwab Corporation 4,634 0 4,634 23,364 0 23,364 Franklin Resources Incorporated 1,038 0 1,038 11,600 0 11,600 Lehman Brothers Holding Incorporated 1,714 0 1,714 75,298 0 75,298 Merrill Lynch & Company Incorporated 4,970 0 4,970 107,931 50,000 157,931 Morgan Stanley Dean Witter & Company 9,869 4,563 14,432 13,978 0 13,978 Paine Webber Group Incorporated 952 0 952 21,334 0 21,334 Stilwell Financial Incorporated 928 0 928 11,595 0 11,595 T Rowe Price Associates 544 0 544 --------------------------------------------- 25,317 4,563 29,880 STONE, CLAY, GLASS & CONCRETE PRODUCTS 28,177 0 28,177 Corning Incorporated 8,369 0 8,369 14,071 0 14,071 Owens-Illinois Incorporated 130 0 130 ---------------------------------------------- 8,499 0 8,499 TEXTILE MILL PRODUCTS 3,152 0 3,152 Russell Corporation 50 0 50 1,747 0 1,747 Springs Industries Incorporated Class A 49 0 49 ---------------------------------------------- 99 0 99 TOBACCO PRODUCTS 216,798 0 216,798 Philip Morris Companies Incorporated 6,382 0 6,382 15,580 0 15,580 UST Incorporated 356 0 356 ---------------------------------------------- 6,738 0 6,738
TRANSPORTATION BY AIR 14,363 0 14,363 AMR Corporation 469 0 469 11,722 0 11,722 Delta Airlines Incorporated 520 0 520 27,760 0 27,760 Fedex Corporation 1,231 0 1,231 47,570 0 47,570 Southwest Airlines Company 1,154 0 1,154 6,435 0 6,435 US Airways Group Incorporated 196 0 196 ---------------------------------------------- 3,570 0 3,570 TRANSPORTATION EQUIPMENT 9,772 0 9,772 B F Goodrich Company 383 0 383 86,410 0 86,410 Boeing Company 5,444 0 5,444 8,476 0 8,476 Brunswick Corporation 155 0 155 14,623 0 14,623 Dana Corporation 314 0 314 53,959 0 53,959 Delphi Automotive Systems Corporation 816 0 816 179,745 0 179,745 Ford Motor Company 4,550 0 4,550 19,284 0 19,284 General Dynamics Corporation 1,211 0 1,211 51,255 0 51,255 General Motors Corporation 3,332 0 3,332 29,060 0 29,060 Harley-Davidson Incorporated 1,391 0 1,391 76,491 0 76,491 Honeywell International Incorporated 2,725 0 2,725 8,425 0 8,425 ITT Industries Incorporated 273 0 273 5,977 0 5,977 Navistar International Corporation 179 0 179 6,655 0 6,655 Northrop Grumman Corporation 605 0 605 7,374 0 7,374 PACCAR Incorporated 273 0 273 18,067 0 18,067 Rockwell International Corporation 547 0 547 13,849 0 13,849 Textron Incorporated 639 0 639 11,808 0 11,808 TRW Incorporated 480 0 480 45,082 0 45,082 United Technologies Corporation 3,122 0 3,122 ---------------------------------------------- 26,439 0 26,439 TRANSPORTATION SERVICES 12,369 0 12,369 Sabre Holdings Corporation 358 0 358 WATER TRANSPORTATION 57,960 0 57,960 Carnival Corporation 1,427 0 1,427 WHOLESALE TRADE-DURABLE GOODS 16,976 0 16,976 Genuine Parts Company 324 0 324 12,447 0 12,447 Visteon Corporation 188 0 188 8,969 0 8,969 W W Grainger Incorporated 236 0 236 ---------------------------------------------- 748 0 748 WHOLESALE TRADE-NONDURABLE GOODS 26,419 0 26,419 Cardinal Health Incorporated 2,330 0 2,330 47,602 0 47,602 Safeway Incorporated 2,222 0 2,222 12,618 0 12,618 Supervalu Incorporated 190 0 190 31,940 0 31,940 Sysco Corporation 1,479 0 1,479 ---------------------------------------------- 6,221 0 6,221 TOTAL COMMON STOCK 1,208,057 147,588 1,355,645
Interest Maturity Principal (000's) CORPORATE BONDS Rate Date - --------------------------------------------- BANKS 0 1,500 1,500 Banc One 7.25 08/01/2002 0 1,498 1,498 0 2,000 2,000 Bank of America, MTN 7.13 05/12/2005 0 1,970 1,970 0 2,000 2,000 Chase Manhatten 6.50 01/15/2009 0 1,857 1,857 0 2,000 2,000 First Union 7.50 07/15/2006 0 1,967 1,967 0 7,292 7,292 ENTERTAINMENT 0 2,255 2,255 Walt Disney 5.13 12/15/2003 0 2,117 2,117 FINANCE 0 1,500 1,500 Aetna Services 7.13 08/15/2006 0 1,431 1,431 0 1,000 1,000 Ford Motor Credit 6.25 11/08/2000 0 997 997 0 1,500 1,500 Safeco 6.88 07/15/2007 0 1,397 1,397 ---------------------------------------------- 0 3,825 3,825 FOOD, BEVERAGE & TOBACCO 0 2,000 2,000 Philip Morris 7.25 09/15/2001 0 1,975 1,975 0 1,000 1,000 Seagram 6.50 04/01/2003 0 977 977 ---------------------------------------------- 0 2,952 2,952 RETAIL 0 2,000 2,000 Albertson's 6.95 08/01/2009 0 1,902 1,902 TELEPHONE & TELECOMMUNICATIONS Lucent 0 2,000 2,000 Technologies 7.25 07/15/2006 0 2,010 2,010 TRANSPORTATION 0 2,000 2,000 U.S. Freightways 8.50 04/15/2010 0 2,002 2,002 TOTAL CORPORATE BONDS 0 22,100 22,100
MORTGAGE-BACKED SECURITIES American Southwest Financial Securities, Series 1996-FHA1, 0 591 591 Cl A2 7.00 11/25/2038 0 581 581 Donaldson Lufkin Jenrette Mortgage Acceptance, Series 0 1,200 1,200 1997-CF1, Cl A1B (A) 7.60 04/15/2007 0 1,206 1,206 General Motors Acceptance, Commercial 0 2,000 2,000 Mortgage Securities, 6.18 05/15/2033 0 1,828 1,828 Series 1999-C1, Cl A2 ---------------------------------------------- 0 3,615 3,615 U.S. GOVERNMENT AGENCY OBLIGATIONS 0 2,500 2,500 FHLB 7.25 05/15/2003 0 2,519 2,519 0 2,000 2,000 FHLB 6.25 08/13/2004 0 1,947 1,947 0 2,000 2,000 FHLMC 6.45 04/29/2009 0 1,865 1,865 0 1,000 1,000 FHLMC 7.63 09/09/2009 0 981 981 0 2,000 2,000 FNMA 6.50 08/15/2004 0 1,966 1,966 0 2,000 2,000 FNMA 7.13 02/15/2005 0 2,010 2,010 0 2,500 2,500 FNMA 6.00 05/15/2008 0 2,336 2,336 ---------------------------------------------- 0 13,624 13,624 U.S. TREASURY SECURITIES U.S. TREASURY BILLS 33,272 0 33,272 U.S. Treasury Bills 6.05 10/12/2000 33,219 0 33,219 26,096 0 26,096 U.S. Treasury Bills 5.94 11/2/2000 25,964 0 25,964 14,791 0 14,791 U.S. Treasury Bills 6.08 11/9/2000 14,698 0 14,698 20,120 0 20,120 U.S. Treasury Bills 5.97 12/7/2000 19,898 0 19,898 100 0 100 U.S. Treasury Bills 5.96 12/21/2000 99 0 99 ---------------------------------------------- 93,878 0 93,878 U.S. TREASURY NOTES 0 2,500 2,500 U.S. Treasury Notes 7.75 02/15/2001 0 2,518 2,518 0 2,500 2,500 U.S. Treasury Notes 7.88 08/15/2001 0 2,536 2,536 0 2,500 2,500 U.S. Treasury Notes 7.50 05/15/2002 0 2,547 2,547 0 3,000 3,000 U.S. Treasury Notes 5.50 03/31/2003 0 2,938 2,938 0 2,500 2,500 U.S. Treasury Notes 7.25 05/15/2004 0 2,581 2,581 0 2,500 2,500 U.S. Treasury Notes 7.88 11/15/2004 0 2,650 2,650 0 3,000 3,000 U.S. Treasury Notes 6.63 05/15/2007 0 3,072 3,072 0 3,000 3,000 U.S. Treasury Notes 5.50 02/15/2008 0 2,881 2,881 0 3,000 3,000 U.S. Treasury Notes 4.75 11/15/2008 0 2,732 2,732 ---------------------------------------------- 0 24,455 24,455 U.S. TREASURY BONDS 19,360 0 19,360 U.S. Treasury Bonds 7.88 2/15/2021 23,280 0 23,280 18,965 0 18,965 U.S. Treasury Bonds 8.13 5/15/2021 23,375 0 23,375 18,990 0 18,990 U.S. Treasury Bonds 8.13 8/15/2021 23,435 0 23,435 62,210 0 62,210 U.S. Treasury Bonds 8.00 11/15/2021 75,993 0 75,993 18,300 0 18,300 U.S. Treasury Bonds 7.25 8/15/2022 20,799 0 20,799 16,635 0 16,635 U.S. Treasury Bonds 7.63 11/15/2022 19,650 0 19,650 29,615 0 29,615 U.S. Treasury Bonds 7.13 2/15/2023 33,261 0 33,261 43,045 0 43,045 U.S. Treasury Bonds 6.25 8/15/2023 43,838 0 43,838 18,535 0 18,535 U.S. Treasury Bonds 7.50 11/15/2024 21,813 0 21,813 20,180 0 20,180 U.S. Treasury Bonds 7.63 2/15/2025 24,090 0 24,090 20,530 0 20,530 U.S. Treasury Bonds 6.88 8/15/2025 22,596 0 22,596 22,425 0 22,425 U.S. Treasury Bonds 6.00 2/15/2026 22,215 0 22,215 18,380 0 18,380 U.S. Treasury Bonds 6.75 8/15/2026 19,994 0 19,994 19,250 0 19,250 U.S. Treasury Bonds 6.50 11/15/2026 20,321 0 20,321 18,790 0 18,790 U.S. Treasury Bonds 6.63 2/15/2027 20,140 0 20,140 17,380 0 17,380 U.S. Treasury Bonds 6.38 8/15/2027 18,091 0 18,091 37,480 0 37,480 U.S. Treasury Bonds 6.13 11/15/2027 37,785 0 37,785 17,150 0 17,150 U.S. Treasury Bonds 5.50 8/15/2028 15,917 0 15,917 19,450 0 19,450 U.S. Treasury Bonds 5.25 11/15/2028 17,420 0 17,420 18,700 0 18,700 U.S. Treasury Bonds 5.25 2/15/2029 16,795 0 16,795 18,950 0 18,950 U.S. Treasury Bonds 6.13 8/15/2029 19,353 0 19,353 45,100 0 45,100 U.S. Treasury Bonds 6.25 5/15/2030 47,411 0 47,411 ---------------------------------------------- 587,572 0 587,572 TOTAL U.S. TREASURY SECURITIES 681,450 24,455 705,905 SHORT-TERM INVESTMENTS SEI Daily Income Trust 0 1,785,920 1,785,920 Money Market Portfolio 0 1,786 1,786 TOTAL INVESTMENTS, at MARKET VALUE $ 1,889,507 $ 213,168 $2,102,675 ============================================== TOTAL INVESTMENTS, at COST $ 1,612,895 $ 162,994 $1,775,889 ==============================================
Note - As of September 30, 2000, the Wells Fargo Asset Allocation Fund held 2 long S&P 500 Index futures contracts with a notional contract value of $726,850 and unrealized depreciation of $(42,925). WELLS FARGO FUNDS - NATIONAL TAX FREE FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES As of June 30, 2000 (Note 1) (Unaudited) ($000's)
Achievement Achievement Wells Fargo Municipal Bond Idaho Municipal Pro Forma Pro Forma National TF Fund Fund Bond Fund Adjustments Combined ---------------- -------------- --------------- ----------- --------- ASSETS Investments: In securities, at market value (see cost below) $ 331,748 $ 68,866 $ 30,975 $ 431,589 Cash 1 0 0 1 Receivables: Interest 5,214 967 419 6,600 Fund shares sold 426 46 37 509 Prepaid expenses and other assets 23 0 45 68 Total Assets 337,412 69,879 31,476 438,767 LIABILITIES Payables: Investment securities purchased 2,000 0 123 2,123 Distributions to shareholders 1,251 302 0 1,553 Fund shares redeemed 238 4 17 259 Due to distributor 15 0 0 15 Due to advisor and affiliates 156 0 0 156 Other 329 0 0 329 Total Liabilities 3,989 306 140 4,435 TOTAL NET ASSETS $ 333,423 $ 69,573 $ 31,336 $ 434,332 Net assets consist of: Paid-in capital $ 354,182 $ 73,269 $ 31,970 (9)(2) $ 459,412 Undistributed net investment income (loss) (62) 0 (9) 9 (2) (62) Undistributed net realized gain (loss) on investments (22,713) (714) 47 (23,380) Net unrealized appreciation (depreciation) of investments 2,016 (2,982) (672) (1,638) TOTAL NET ASSETS $ 333,423 $ 69,573 $ 31,336 $ 434,332 COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE Net assets - Class A $ 64,859 $ 4,445 $ 8,136 $ 77,440 Shares outstanding - Class A 6,670 464 794 36 (3) 7,964 Net asset value per share - Class A $ 9.72 $ 9.58 $ 10.25 $ 9.72 Maximum offering price per share - Class A $ 10.18 $ 9.98 $ 10.68 $ 10.18 Net assets - Class B $ 18,366 $ 2,118 $ 1,657 $ 22,141 Shares outstanding - Class B 1,889 221 161 6 (3) 2,277 Net asset value and offering price per share - Class B $ 9.72 $ 9.58 $ 10.26 $ 9.72 Net assets - Class C $ 5,572 $ 5,572 Shares outstanding - Class C $ 573 573 Net asset value and offering price per share - Class C $ 9.73 $ 9.73 Net assets - Institutional Class $ 244,626 $ 63,010 $ 21,543 $ 329,179 Shares outstanding - Institutional Class 25,144 6,577 2,106 8 (3) 33,835 Net asset value and offering price per share - Institutional Class $ 9.73 $ 9.58 $ 10.23 $ 9.73 INVESTMENT AT COST $ 329,732 $ 71,848 $ 31,647 $ 433,227 - ------------------------------------------------------------------------------------------------------------------------------------
(1) The information presented for the Achievement Municipal Bond and Idaho Municipal Bond Funds is as of July 31, 2000, the Funds' latest semi-annual reporting date. Based on the Funds' low portfolio turnover rates and stable asset sizes, Management believes the information presented is representative of the Funds' balance sheets and portfolio holdings as of June 30, 2000. (2) To reclass to paid-in capital the accumulated net investment loss of the Achievement Idaho Municipal Bond Fund, because it cannot be carried over to the Wells Fargo National Tax-Free Fund. (3) Share adjustments based on surviving Fund NAV. WELLS FARGO FUNDS - NATIONAL TAX FREE FUND PRO FORMA STATEMENT OF OPERATIONS For the Year Ended June 30, 2000 (Note 1) (Unaudited) ($000's)
Achievement Achievement Wells Fargo Municipal Bond Idaho Municipal Pro Forma National TF Fund Fund Bond Fund Adjustments Pro Forma Combined ---------------- -------------- --------------- ------------ -------------------- INVESTMENT INCOME Interest $ 21,940 $ 4,261 $ 1,845 $ 28,046 Total Investment Income 21,940 4,261 1,845 28,046 EXPENSES Advisory fees 1,525 430 204 (458) (2) 1,701 Administration fees 468 144 81 (55) (2) 638 Custody fees 64 50 * 48 * (77) (2) 85 Shareholder servicing fees 148 0 0 77 (2) 225 Portfolio accounting fees 91 0 0 20 (2) 111 Transfer agency fees 361 0 0 73 (2) 434 Distribution fees 168 36 ** 43 ** (45) (2) 202 Legal and audit fees 31 14 7 (13) (2) 39 Registration fees 73 14 4 (3) (2) 88 Directors' fees 6 7 3 (10) (2) 6 Shareholder reports 51 11 7 (8) (2) 61 Other 62 6 3 0 (2) 71 Total Expenses 3,048 712 400 (499) 3,661 Less: Waived fees and reimbursed expenses fees (637) (141) (105) 156 (2) (727) Net expenses 2,411 571 295 (343) 2,934 NET INVESTMENT INCOME (LOSS) 19,529 3,690 1,550 343 25,112 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain (loss) on sale of investments (19,915) (640) 128 (20,427) Net change in unrealized appreciation or depreciation of investments 1,543 (1,954) (783) (1,194) Net Gain (Loss) on Investments (18,372) (2,594) (655) (21,621) NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 1,157 $ 1,096 $ 895 343 $ 3,491 - ---------------------------------------------------------------------------------------------------------------------------
* Includes transfer agency fees ** Includes shareholder servicing fees (1) The information presented for the Achievement Municipal Bond and Idaho Municipal Bond Funds is for the year ended July 31, 2000, the Funds' latest semi-annual reporting date. Based on the Funds' stable portfolios and level fee/expense structures, Management believes the information presented is representative of the Funds' statements of operations for the twelve months ended June 30, 2000. (2) To adjust expenses to reflect the Combined Fund's estimated fees and expenses, based on contractual rates or elimination of duplicative services. WELLS FARGO FUNDS - NATIONAL TAX-FREE FUND PRO FORMA PORTFOLIO OF INVESTMENTS As of June 30, 2000 (Unaudited)
Principal ($000's) Market Value ($000's) - --------------------------------------------- ------------------------------- WF Achieve- AF WF National ment Idaho Pro National Achievement AF Idaho Pro Tax- Muni- Muni- Forma Tax-Free Municipal Municipal Forma Coupon Maturity Free cipal cipal com- Fund Fund Fund Combined Security Description Rate Date Fund Fund Fund bined MUNICIPAL BONDS ALABAMA Alabama State Public School & 0 College Authority Capital $ 3,680 $ 0 $ 0 $ 3,680 Improvement Revenue 4.25 11/1/2018 $3,001 $ 0 $ 0 $ 3,001 Alabama State Housing Finance Authority RB, Collateral Home Mortgage Project, Series B, 0 100 0 100 AMT,GNMA/FNMA/FHLMC 6.10 10/01/2020 0 100 0 100 ------------------------------------------------------ 3,001 100 0 3,101 ALASKA Alaska State Housing Finance RB, 0 370 0 370 General Meeting, Series A, MBIA, GOC 6.10 12/01/2037 0 372 0 372 Alaska State Housing Finance RB, 0 500 0 500 Housing Development, Series A, GOC 5.70 12/01/2029 0 479 0 479 Alaska State Housing Finance RB, 0 0 Veterans Mortgage Project, 1st 5.40 12/01/2023 0 258 0 258 0 275 0 275 Series, GNMA/FNMA/FHLMC Alaska State Student Loan RB, Series 0 400 0 400 A, AMBAC, GOC, AMT 5.75 07/01/2014 0 400 0 400 Valdez, Marine Terminal RB, BP 0 1,000 0 1,000 Pipelines Project, Series A 5.85 08/01/2025 0 984 0 984 Valdez, Marine Terminal RB, BP 0 1,000 0 1,000 Pipelines Project, Series B 5.50 10/01/2028 0 935 0 935 Valdez, Marine Terminal RB, Mobil 0 1,000 0 1,000 Alaska Pipeline Project 5.75 11/01/2028 0 974 0 974 ------------------------------------------------------ 0 4,402 0 4,402 ARIZONA Maricopa County AZ IDA Educational Revenue Arizona Charter Schools 1,250 0 0 1,250 Project Series A 6.75 7/1/2029 1,217 0 0 1,217 Maricopa County AZ Union School 3,000 0 0 3,000 District #48 GO School Improvements 9.00 7/1/2005 3,557 0 0 3,557 Maricopa, Elementary School District # 068 GO, School Improvement 0 500 0 500 Project, AMBAC 5.10 07/01/2011 0 502 0 502 Maricopa, Industrial Development Authority RB, Catholic Healthcare 0 400 0 400 West Project, Series A 5.00 07/01/2016 0 331 0 331 ------------------------------------------------------ 4,774 833 0 5,607 ARKANSAS 1,545 0 0 1,545 Matanuska-Susitna Boro AK 4.50 3/1/2017 1,314 0 0 1,314 Independence, Pollution Control RB, 0 500 0 500 Power & Light Project 6.25 01/01/2021 0 494 0 494 ------------------------------------------------------ 1,314 494 0 1,808 CALIFORNIA Los Angeles CA Community Redevelopment Agency Housing Revenue 1,525 0 0 1,525 Series A 8.20 12/1/2013 1,633 0 0 1,633 Monterey Hills Redevelopment Project Metropolitan Water District Southern California Waterworks Revenue Series 6,900 0 0 6,900 Project+/- 6.54 8/10/2018 7,211 0 0 7,211 Student Education Loan Marketing Corporation CA Student Loan Revenue Junior Subordinates Series IV-D1 1,000 0 0 1,000 Guaranteed by Student Loans 5.88 1/1/2018 891 0 0 891 0 500 0 500 California State Tri-City Hospital 5.63 02/15/2017 0 505 0 505 District RB, Series A, MBIA 0 160 0 160 Los Angeles, Wastewater System RB, 5.88 06/01/2024 162 0 162 Series A, MBIA 0 0 720 0 720 Northern California Power Agency RB, 7.50 07/01/2021 888 0 888 Public Power Project, AMBAC, 0 Pre-refunded @ 100 (A) 0 130 0 130 Sacramento, Municipal Utility 5.75 05/15/2022 0 131 0 131 District RB, Series E, MBIA-IBC 0 280 0 280 San Francisco, Airport Improvement 8.00 07/01/2013 0 336 0 336 RB, United Airlines, ETM 0 120 0 120 San Francisco, City & County RB, 7.13 10/01/2016 0 124 0 124 Series A, GNMA ------------------------------------------------------ 9,735 2,146 0 11,881 COLORADO 1,420 0 0 1,420 Adams County CO SFMR Series A2 8.70 6/1/2012 1,460 0 0 1,460 1,750 0 0 1,750 Arapahoe County CO Utilities Revenue 6.25 12/1/2020 1,714 0 0 1,714 Water & Wastewater Authority Revenue 1,950 0 0 1,950 Black Hawk CO Business Improvements 7.00 12/1/2011 2,007 0 0 2,007 District Special Assessment Series H981 1,000 0 0 1,000 Colorado HFA GO Series A 7.40 5/1/2011 1,043 0 0 1,043 1,120 0 0 1,120 Colorado HFA SFMR Series A2 7.15 11/1/2014 1,196 0 0 1,196 1,330 0 0 1,330 Colorado HFA SFMR Series B2 7.50 12/1/2016 1,398 0 0 1,398 1,470 0 0 1,470 Colorado HFA SFMR Series C 7.90 12/1/2024 1,561 0 0 1,561 1,210 0 0 1,210 Colorado HFA SFMR Series D1 8.00 12/1/2024 1,288 0 0 1,288 Remarketed 7/15/1994 805 0 0 805 Colorado HFA SFMR Series D2 8.13 6/1/2025 859 0 0 859 Remarketed 11/15/1994 1,000 0 0 1,000 Colorado HFFA Revenue Hospital 5.75 9/15/2022 819 0 0 819 Steamboat Springs Health 1,000 0 0 1,000 Colorado HFFA Revenue Steamboat 5.70 9/15/2023 810 0 0 810 Springs Health Project 5,200 0 0 5,200 Denver CO Urban Renewal Authority 9.13 9/1/2017 5,933 0 0 5,933 Tax Increment Revenue Remarketed 6/15/94 3,500 0 0 3,500 El Paso County CO GO School 7.10 12/1/2017 4,130 0 0 4,130 District #11 Colorado Springs 195 0 0 195 Logan County CO SFMR Series A 8.50 11/1/2011 203 0 0 203 960 0 0 960 Northern Metropolitan District CO 6.50 12/1/2016 941 0 0 941 Adams County 410 0 0 410 Vail CO SFMR Series 1992 A 8.13 6/1/2010 438 0 0 438 0 100 0 100 Colorado State Board of Agriculture 8.25 05/01/2003 0 101 0 101 RB, University of Southern Colorado Sports Project 0 200 0 200 Colorado State Educational & 7.00 11/01/2029 0 199 0 199 Cultural Facilities Authority RB, Core Knowledge Project 0 500 0 500 Denver, City & County Airport RB, 5.50 11/15/2025 0 487 0 487 Series E, MBIA Denver, City & County RB, The Boston 0 500 0 500 Lofts Project, Series A, FHA, AMT 5.75 10/01/2027 0 482 0 482 Denver, City & County School 0 500 0 500 District # 1 GO, FGIC 5.25 12/01/2017 0 486 0 486 Summit, Sports Facilities RB, 0 420 0 420 Keystone Resorts Project 7.38 08/01/2010 0 469 0 469 ------------------------------------------------------ 25,800 2,224 0 28,024 CONNECTICUT Connecticut State HFA Housing 40 0 0 40 Mortgage Finance Program Series B4 7.30 11/15/2003 40 0 0 40 Connecticut State Health & 0 115 0 115 Educational Facilities Authority RB, 6.00 07/01/2024 0 117 0 117 New Britain General Hospital, Series B, AMBAC, GOI Connecticut State Health & 0 155 0 155 Educational Facilities Authority RB, Trinity College Project, Series E, MBIA 5.88 07/01/2026 0 157 0 157 Waterbury, Housing Authority RB, 0 500 0 500 Section 8 Project, Series A, GNMA 5.85 02/01/2037 0 494 0 494 ------------------------------------------------------ 40 768 0 808 FLORIDA 85 0 0 85 Brevard County FL HFA SFMR Series B 7.00 3/1/2013 87 0 0 87 0 505 0 505 Boynton Beach, Multi-Family Housing 6.45 01/01/2027 0 521 0 521 RB, Clipper Cove Apartments 0 500 0 500 Florida State Housing Finance Agency 5.90 02/01/2030 0 492 0 492 RB, Glen Oaks Apartment Project, FNMA, AMT 0 100 0 100 Florida State University Housing 5.88 05/01/2014 0 103 0 103 Facility RB, MBIA ------------------------------------------------------ 87 1,116 0 1,203 GEORGIA Atlanta GA Water & Wastewater 3,500 1,000 0 4,500 Revenue Series A FGIC Insured 5.50 11/1/2022 3,442 990 0 4,432 Houston County GA Development 1,500 0 0 1,500 Authority MFHR Emerald Coast Housing 7.00 8/1/2028 1,306 0 1,306 Series A Atlanta, Airport Authority RB, 0 1,000 0 1,000 Series A, FGIC 5.60 01/01/2030 0 987 0 987 Fulton, Housing Authority RB, 0 500 0 500 Multi-Family Housing, Concorde Place 6.90 07/01/2008 0 564 0 564 Apartments Project, Series C, AMT, Prerefunded @ 100 (A) Georgia State Housing & Finance 0 265 0 265 Authority RB, Homeownership 6.50 12/01/2011 0 276 0 276 Opportunity Program, Series C, FHA, GOA Georgia State Housing & Finance 0 485 0 485 Authority RB, Single Family 5.85 12/01/2028 0 474 0 474 Mortgage, Subseries B2, AMT Smyra, Hospital Authority RB, 0 500 0 500 Ridgeview Institute Project 6.00 11/01/2028 0 406 0 406 ------------------------------------------------------ 4,748 3,697 0 8,445 HAWAII 6,950 0 0 6,950 Hawaii State Department of Budget & Finance Special Purpose Revenue The 5.75 7/1/2026 6,349 0 0 6,349 Queens Health Systems Series A 0 500 0 500 Hawaii State Housing Finance & Development RB, Series A, FNMA, AMT 5.75 07/01/2030 0 479 0 479 ------------------------------------------------------ 6,349 479 0 6,828 IDAHO 900 0 0 900 Idaho Housing Agency SFMR Series C2 6.35 7/1/2015 919 0 0 919 Prerefunded 1/1/05 @102 1,000 0 0 1,000 Idaho State Building Authority 4.75 9/1/2025 855 0 0 855 Building Revenue Series A MBIA Insured 470 0 0 470 Pocatello ID IDA Revenue Allocation 7.25 12/1/2008 475 0 0 475 Tax Increment Series B 0 0 1,075 1,075 Ada & Canyon Counties, Joint School 5.50 07/30/2015 0 0 1,094 1,094 District # 2 GO 0 0 500 500 Ada & Canyon Counties, Joint School 5.50 07/30/2016 0 0 505 505 District # 2 GO 0 0 120 120 Ammon, Urban Renewal Agency, Series 6.00 08/01/2006 0 0 125 125 B, Pre-refunded @ 100, LOC (A) 0 0 500 500 Bannock County, School District # 25 5.25 08/01/2015 0 0 498 498 GO, FGIC 0 0 560 560 Bingham County, School District # 5.65 08/01/2015 0 0 570 570 055 GO, MBIA 0 0 135 135 Blackfoot, Wastewater Treatment 5.80 09/01/2018 0 0 140 140 Plant Facilities Project COP, AMBAC 0 0 115 115 Blackfoot, Wastewater Treatment 5.85 09/01/2019 0 0 119 119 Plant Facilities Project COP, AMBAC 0 0 500 500 Boise, Urban Renewal RB, Ada County 5.90 08/15/2029 0 0 509 509 Courts, AMBAC 0 0 500 500 Boise Airport COP, Package Facility 5.40 08/01/2011 0 0 507 507 Project, Series A, AMBAC 0 0 365 365 Boise, Urban Renewal, Tax Increment 5.10 09/01/2014 0 0 361 361 Capital City Development Project, FSA 0 0 385 385 Boise, Urban Renewal, Tax Increment 5.15 09/01/2015 0 0 381 381 Capital City Development Project, FSA 0 0 1,000 1,000 Boise State University RB, FSA 5.00 04/01/2023 0 0 929 929 0 0 160 160 Boise State University RB, Student 5.25 04/01/2017 0 0 159 159 Union & Housing System Project, MBIA 0 0 1,000 1,000 Boise, Independent School District GO 5.50 07/30/2016 0 0 1,002 1,002 0 0 500 500 Bonneville & Bingham, School 5.75 07/30/2007 0 0 527 527 District # 93 GO, Series A, FGIC 0 0 500 500 Bonneville & Bingham, School 5.50 07/30/2010 0 0 519 519 District # 93 GO, Series A, FGIC 0 0 590 590 Bonneville GO, FSA 5.50 08/01/2016 0 0 596 596 0 0 400 400 Canyon, School District # 132 GO, FSA 5.40 07/30/2012 0 0 409 409 0 0 470 470 Canyon, School District # 132 GO, FSA 5.45 07/30/2014 0 0 477 477 0 0 900 900 Canyon, School District # 132 GO, FSA 5.45 07/30/2015 0 0 909 909 0 0 500 500 Cassia & Twin Falls, Joint School 5.38 08/01/2014 0 0 506 506 District # 151 GO, FGIC 0 0 1,000 1,000 Cassia & Twin Falls, Joint School 5.38 08/01/2016 0 0 1,002 1,002 District # 151 GO, FGIC 0 0 250 250 Elks, Health Facility Authority RB, 5.00 07/15/2008 0 0 225 225 Rehabilitation Hospital Project 0 0 500 500 Elks, Health Facility Authority RB, 5.13 07/15/2013 0 0 418 418 Rehabilitation Hospital Project 0 0 715 715 Elks, Health Facility Authority RB, 5.45 07/15/2023 0 0 560 560 Rehabilitation Hospital Project 0 0 100 100 Elmore, School District # 193 GO, 5.00 07/31/2010 0 0 101 101 AMBAC 0 0 125 125 Fremont & Madison, School District # 5.60 08/01/2014 0 0 127 127 215 GO, FSA 0 0 765 765 Fremont & Madison, School District # 5.60 08/01/2015 0 0 776 776 215 GO, FSA 0 0 130 130 Gooding & Lincoln, Joint School 6.25 02/01/2004 0 0 137 137 District # 231 GO, FSA, Pre-refunded @ 100 (A) 0 0 100 100 Idaho State Building Authority RB, 5.60 09/01/2005 0 0 103 103 Series C, MBIA 0 0 1,150 1,150 Idaho State Building Authority RB, 5.00 09/01/2021 0 0 1,055 1,055 Series A, MBIA 0 0 250 250 Idaho State Health Facility 5.25 05/01/2014 0 0 218 218 Authority RB, Bannock Regional Medical Project 0 0 500 500 Idaho State Health Facility 5.25 12/01/2014 0 0 497 497 Authority RB, Holy Cross Health Systems, MBIA 0 0 500 500 Idaho State Health Facility 5.00 12/01/2018 0 0 467 467 Authority RB, Holy Cross Health Systems, MBIA
0 0 40 40 Idaho State Health Facility 5.00 12/01/2028 0 0 35 35 Authority RB, Holy Cross Health Systems, MBIA 0 0 150 150 Idaho State Health Facility 6.65 02/15/2021 0 0 171 171 Authority RB, IHC Hospital Project, ETM 0 0 200 200 Idaho State Health Facility 5.63 12/01/2013 0 0 204 204 Authority RB, Magic Valley Regional Medical Center, AMBAC 0 0 130 130 Idaho State Health Facility 6.20 11/15/2002 0 0 137 137 Authority RB, Mercy Medical Center Project, Pre-refunded @102 (A) 0 0 100 100 Idaho State Health Facility 6.10 12/01/2007 0 0 105 105 Authority RB, St. Alphonsus Regional Medical Center Project, Pre-refunded @102 (A) 0 0 960 960 Idaho State Housing & Finance 6.15 01/01/2028 0 0 964 964 Authority RB, Single Family Mortgage, Series H-2, FHA AMT 0 0 365 365 Idaho State Housing & Finance 4.95 07/01/2011 0 0 352 352 Authority RB, Single Family Mortgage, Series E-2 0 0 485 485 Idaho State Housing & Finance 5.20 07/01/2020 0 0 444 444 Authority RB, Single Family Mortgage, Series I-2, FHA AMT 0 0 500 500 Idaho State University RB, Student 4.90 04/01/2017 0 0 464 464 Facility Fee, MBIA 0 0 865 865 Idaho State University RB, Student 6.50 04/01/2015 0 0 948 948 Facility Fee, Recreation Center Project, FSA 0 0 500 500 Idaho State Water Resource Board RB, 6.20 05/01/2020 0 0 503 503 Pooled Loan Program, Series A 0 0 240 240 Jefferson, School District # 253 5.50 08/01/2015 0 0 244 244 GO, MBIA 0 0 290 290 Jerome, Lincoln & Gooding GO, School 5.00 07/31/2012 0 0 290 290 District # 2, FSA 0 0 170 170 Kootenai, School District #273 GO, 5.00 07/30/2017 0 0 163 163 AMBAC 0 0 250 250 Lewis-Clark State College, College 5.20 04/01/2017 0 0 245 245 Facilities RB, MBIA 0 0 420 420 Madison GO, FSA 5.40 08/01/2015 0 0 423 423 0 0 250 250 Madison, Memorial Hospital Board 5.00 12/01/2018 0 0 227 227 COP, Asset Guaranty 0 0 215 215 McCall, Water RB, Parity Lien, FSA 5.75 03/01/2007 0 0 226 226 0 0 500 500 McCall, Water RB, Parity Lien, FSA 5.85 03/01/2016 0 0 512 512 0 0 290 290 Meridian, Free Library District GO, 5.00 08/01/2015 0 0 283 283 FSA 0 545 1,000 1,545 Nez Perce, Pollution Control RB, 6.00 10/01/2024 0 515 945 1,460 Potlatch Corporation Project 0 0 375 375 Oneida, School District # 351 GO, 5.00 07/31/2015 0 0 364 364 MBIA 0 0 365 365 Payette, School District # 372 GO, 6.25 07/30/2010 0 0 407 407 AMBAC 0 0 100 100 Payette, School District # 372 GO, 6.75 07/31/2003 0 0 106 106 Asset Guaranty, Pre-refunded @ 100 (A) 0 0 500 500 Southern Idaho Regional Solid Waste 5.45 11/01/2013 0 0 506 506 Project COP LOC 0 0 400 400 Teton, School District # 401 GO, FSA 5.50 08/01/2010 0 0 415 415 0 0 145 145 Twin Falls & Cassia, Joint School 5.45 08/01/2015 0 0 146 146 District # 418 GO, MBIA 0 0 400 400 Twin Falls, School District # 413 5.25 07/30/2013 0 0 403 403 GO, Cl A, AMBAC 0 0 420 420 Twin Falls, School District # 413 5.25 07/30/2014 0 0 422 422 GO, Cl A, AMBAC 0 0 195 195 Twin Falls, School District # 415 5.50 08/01/2015 0 0 195 195 GO, Asset Guaranty 0 0 200 200 University of Idaho, Student Fee RB, 5.85 04/01/2011 0 0 209 209 FSA 0 0 500 500 University of Idaho, Student Fee RB, 6.00 04/01/2026 0 0 511 511 Kibbie & Enroll Project, Series D, FSA 0 0 500 500 University of Idaho, Student Fee RB, 5.65 04/01/2022 0 0 507 507 University Commons Project, MBIA 0 465 0 465 Idaho State Health Facilities 6.13 05/01/2025 0 423 0 423 Authority RB, Bannock Regional Medical Center Project ------------------------------------------------------ 2,249 938 28,604 31,791 ILLINOIS Illinois Development Finance 35,000 0 0 35,000 Authority Retirement Housing Revenue 5.92 7/15/2023 7,615 0 0 7,615 Regency Park Series A Illinois Development Finance 1,000 0 0 1,000 Authority Revenue Community 5.70 7/1/2019 839 0 0 839 Rehabilitation Providers Series A Illinois Development Financial 950 0 0 950 Authority Revenue Community 7.88 7/1/2020 850 0 0 850 Rehabilitation Providers Series A Illinois Development Financial 1,735 0 0 1,735 Authority Revenue Community 7.88 7/1/2020 1,975 0 0 1,975 Rehabilitation Providers Series A Illinois Development Finance 1,120 0 0 1,120 Authority Revenue Community 5.65 7/1/2019 934 0 0 934 Rehabilitation Providers Series C Illinois Educational Facilities 4,940 0 0 4,940 Authority Revenue Capital 5.99 7/1/2014 2,066 0 0 2,066 Appreciation Refunded Illinois HFFA Revenue Edgewater 1,120 0 0 1,120 Medical Center Series A 9.25 7/1/2024 1,294 0 0 1,294 Illinois HFFA Revenue Healthcare 4,500 0 0 4,500 System 6.25 11/15/2029 4,241 0 0 4,241 Lake County, IL, Community Unit 1,025 0 0 1,025 School District #116 Educational 7.60 2/1/2013 1,234 0 0 1,234 Facilities Revenue Rund Lake Regional Transportation Authority IL 7,350 0 0 7,350 Sales Tax Revenue Series D FGIC 7.75 6/1/2019 9,144 0 0 9,144 Insured Bryant, Pollution Control RB, 0 1,000 0 1,000 Central Illinois Light Project 5.90 08/01/2023 0 950 0 950 Chicago, Board of Education GO, 0 500 0 500 School Reform Board, Series A, FGIC 5.50 12/01/2026 0 483 0 483 Chicago, Multi-Family Housing RB, 0 500 0 500 Bryne Mawr/Belle Project, GNMA, AMT 6.13 06/01/2039 0 507 0 507 Illinois State Health Facilities 0 520 0 520 Authority RB, Holy Cross Hospital 6.25 03/01/2004 0 522 0 522 Project, GOH Illinois State Housing Development 0 235 0 235 Authority RB, Multi-Family Housing, 7.00 07/01/2017 0 236 0 236 HUD Illinois State, Sales Tax RB, Series 0 1,255 0 1,255 P 6.50 06/15/2022 0 1,368 0 1,368 Jackson and Williamson GO, AMBAC 0 500 0 500 6.25 12/01/2015 0 531 0 531 Rockford, Mortgage Authority RB, 0 1,000 0 1,000 Faust Landmark Apartments, Series A, 6.75 01/01/2018 0 1,059 0 1,059 MBIA, AMT, HUD ----------------------------------------------------- 30,192 5,656 0 35,848 INDIANA Hammod, Multi-School Building RB, 0 720 0 720 First Mortgage Project, State Aid 6.13 07/15/2019 0 741 0 741 Witholding Indiana State Toll Financial 0 25 0 25 Authority RB 6.00 07/01/2013 0 25 0 25 Indianapolis, Local Public 0 290 0 290 Improvement RB, Series B 6.00 01/10/2020 0 306 0 306 Petersburg, Pollution Control RB, 0 105 0 105 Indianapolis Power & Light Project 6.63 12/01/2024 0 107 0 107 ----------------------------------------------------- 0 1,179 0 1,179
IOWA Iowa Finance Authority SFMR Mortgage 1,225 0 0 1,225 Backed Securities Program Series B 6.95 7/1/2024 1,275 0 0 1,275 Iowa Finance Authority SFMR Series B 7.45 7/1/2023 191 0 0 191 185 0 0 185 Iowa City, Sewer RB, MBIA 5.75 07/01/2021 0 1,006 0 1,006 0 1,000 0 1,000 Iowa State Finance Authority RB, 0 475 0 475 Series F, GNMA/FNMA 5.70 01/01/2027 464 0 464 Iowa State Hospital Facility RB, 0 200 0 200 Sisters of Mercy Health Project, 6.25 02/15/2022 204 0 204 Series N, FSA ----------------------------------------------------- 1,466 1,674 0 3,140 KANSAS 3,175 0 0 3,175 Kansas State DOT Highway Revenue 7.25 9/1/2008 3,649 0 0 3,649 Series A 3,755 0 0 3,755 Sedgwick & Shawnee Counties KS SFMR 6.70 6/1/2029 4,086 0 0 4,086 Mortgage Backed Securities Series A2 Collateralized by GNMA ----------------------------------------------------- 7,735 0 0 7,735 KENTUCKY 0 500 0 500 Kentucky State Economic Development 5.88 10/01/2022 0 338 0 338 Finance RB, Appalachian Hospital System 0 100 0 100 University of Louisville, 5.88 05/01/2011 0 103 0 103 Consolidated Educational Building, School Board Guaranty RB, Series H ----------------------------------------------------- 0 441 0 441 LOUISIANA Louisiana Public Facilities 235 0 0 235 Authority Revenue Student Loan LA 6.85 1/1/2009 244 0 0 244 Opportunity Loans Series A Louisiana Stadium & Exposition 2,000 0 0 2,000 District Hotel Occupancy Tax & 4.75 7/1/2021 1,717 0 0 1,717 Stadium Revenue Rapides Parish LA Housing & Mortgage 5,000 0 0 5,000 Finance Authority Capital 7.45 7/10/2014 1,882 0 0 1,882 Appreciation Revenue Series C St. Bernard Parish LA Housing 2,900 0 0 2,900 Mortgage Authority SFMR Series 1992 C 7.65 7/10/2014 1,026 0 0 1,026 Louisiana State, Stadium & 0 1,000 0 1,000 Exposition District RB, Series B, 5.00 07/01/2026 0 890 0 890 FGIC ----------------------------------------------------- 4,869 890 0 5,759 MAINE Maine State Housing Authority RB, 0 1,000 0 1,000 Series D2, AMT 5.90 11/15/2025 0 984 0 984 MASSACHUSETTS Massachusetts Bay Transportation 5,325 0 0 5,325 Authority General Transportation 6.20 3/1/2016 5,765 0 0 5,765 System Revenue Series B Massachusetts EDFA Revenue Series C 4,490 0 0 4,490 MBIA Insured 4.80 12/1/2010 4,233 0 0 4,233 Massachusetts State College Building 2,500 0 0 2,500 Authority Educational Facilities 7.50 5/1/2014 3,006 0 0 3,006 Revenue Series A Massachusetts State Development 2,235 0 0 2,235 Finance Agency Resource Recovery 5.30 12/1/2014 1,939 0 0 1,939 Revenue Ogden Haverhill Project Series B Massachusetts State Health & 2,500 0 0 2,500 Educational Facilities Authority 5.70 7/1/2015 2,107 0 0 2,107 Revenue Caritas Christi Obligations Group A Massachusetts State HFA Residential 1,000 0 0 1,000 Development FNMA Collateralized 6.90 11/15/2021 1,047 0 0 1,047 Massachusetts State HFA SFMR Series 750 0 0 750 26 5.60 6/1/2025 696 0 0 696 Massachusetts State Turnpike 10,000 0 0 10,000 Authority Metropolitan Highway 4.75 1/1/2034 8,266 0 0 8,266 System Revenue Series A New Bedford MA IDA Revenue Aerovox 380 0 0 380 Incorporated Project Series 1982 7.42 7/1/2002 382 0 0 382 Massachusetts State Health & 0 200 0 200 Education Authority RB, 5.88 07/01/2018 0 208 0 208 Melrose-Wakefield Hospital, Series B, GOH, ETM Massachusetts State Water Pollution 0 400 0 400 Authority RB, MWRA Project, 6.00 08/01/2023 0 410 0 410 Subseries A ----------------------------------------------------- 27,441 618 0 28,059 MICHIGAN 2,990 0 0 2,990 Michigan State HFFA Revenue Henry Ford Health System Series A 6.00 11/15/2019 2,916 0 0 2,916 2,760 0 0 2,760 Wayland MI USD GO FGIC Insured 8.00 5/1/2010 3,373 0 0 3,373 ----------------------------------------------------- 6,289 0 0 6,289 MINNESOTA Austin MN Housing & Redevelopment 500 0 0 500 Authority Governmental Housing Gross 7.25 1/1/2032 503 0 0 503 Revenue Courtyard Residence Project Series A Minneapolis St. Paul MN Housing 290 0 0 290 Finance Board SFMR Phase IX 7.30 8/1/2031 296 0 0 296 Minneapolis & St. Paul, Housing & 0 500 0 500 Redevelopment Authority RB, Group 6.90 10/15/2022 0 503 0 503 Health Plan Project ----------------------------------------------------- 799 503 0 1,302 MISSOURI 0 500 0 500 Boone, Public Water Supply RB, 5.50 05/01/2029 0 450 0 450 District # 07 0 200 0 200 Springfield, Public Building 5.90 11/01/2014 0 209 0 209 Leasehold RB, Parks Department Improvement Project, FSA Total Missouri 0 659 0 659 NEBRASKA Lincoln-Lancaster, Public Building 0 150 0 150 Commission RB, Tax Supported Lease 6.00 10/15/2026 0 153 0 153 Rental, GOC Total Nebraska
NEVADA 2,000 0 0 2,000 Clark County NV IDR Nevada Power 5.90 11/1/2032 1,717 0 0 1,717 Company Project Series A 0 180 0 180 Nevada State Housing Division RB, 6.50 10/01/2016 0 185 0 185 Single Family Program, Series C-1, FHA 0 280 0 280 Nevada State Housing Division RB, 6.25 10/01/2016 0 286 0 286 Multi-Unit Housing, Saratoga Palms, AMT, FNMA ----------------------------------------------------- 1,717 471 0 2,188 NEW HAMPSHIRE 0 1,170 0 1,170 New Hampshire State Higher 5.80 11/01/2027 0 1,052 0 1,052 Educational & Health Facilities Authority RB, Androscoggin Valley Hospital NEW JERSEY 1,570 0 0 1,570 New Jersey Health Care Facilities 6.50 7/1/2009 1,546 0 0 1,546 Financing Authority Revenue Englewood Hospital & Medical Center 1,250 0 0 1,250 New Jersey State Housing & Mortgage 7.00 5/1/2030 1,301 0 0 1,301 Finance Agency MFHR Presidential Plaza FHA Insured 0 140 0 140 New Jersey State Health Care 7.25 07/01/2027 0 124 0 124 Facility Financing Authority RB, Raritan Bay Center ----------------------------------------------------- 2,847 124 0 2,971 NEW MEXICO 3,040 0 0 3,040 Bernalillo County NM Gross Receipts 5.20 4/1/2021 2,876 0 0 2,876 Tax Revenue Bonds 1,475 0 0 1,475 Bernalillo County NM Gross Receipts 5.25 4/1/2027 1,390 0 0 1,390 Tax Revenue Bonds 3,500 0 0 3,500 Bernalillo County NM Gross Receipts 5.70 4/1/2027 3,508 0 0 3,508 Tax Revenue Bonds Series B 2,000 0 0 2,000 Farmington NM PCR Public Service 6.38 4/1/2022 1,891 0 0 1,891 Company San Juan Project Series D 690 0 0 690 Hobbs NM SFMR 8.75 7/1/2011 748 0 0 748 6,585 0 0 6,585 Santa Fe County NM Correctional 6.00 2/1/2027 6,836 0 0 6,836 Systems Revenue FSA Insured 0 375 0 375 Carlsbad, Multi-Family Housing RB, 7.38 08/01/2027 0 368 0 368 Colonial Hillcrest 0 430 0 430 Southeastern New Mexico Affordable 7.25 12/01/2027 0 399 0 399 Housing RB, Casa Hermosa Apartments ----------------------------------------------------- 17,249 767 0 18,016 NEW YORK 2,400 0 0 2,400 New York NY City Transitional 4.75 5/1/2023 2,053 0 0 2,053 Finance Authority Revenue 1,480 0 0 1,480 New York NY GO Series B1 Prerefunded 7.30 8/15/2010 1,635 0 0 1,635 8/15/04 @ 101 1,340 0 0 1,340 New York NY GO Series B1 Prerefunded 7.38 8/15/2013 1,484 0 0 1,484 8/15/04 @ 101 0 1,000 0 1,000 New York State Dormitory Authority 6.10 02/01/2037 0 1,006 0 1,006 RB, Menorah Campus, FHA 0 280 0 280 New York State Local Government 6.00 04/01/2024 0 286 0 286 Assistance RB, Series A, GOC 0 100 0 100 New York State Medical Care 6.50 08/15/2004 0 109 0 109 Facilities RB, Series E, MBIA, Pre-refunded @ 102 (A) 0 1,000 0 1,000 New York State Metropolitan 5.63 07/01/2027 0 971 0 971 Transportation Authority RB, Series C1 0 270 0 270 New York State Unrefunded Balance 6.00 08/01/2026 0 274 0 274 GO, Series E 0 485 0 485 Newark-Wayne, Community Hospital RB, 7.60 09/01/2015 0 493 0 493 Series A, GOH 0 500 0 500 United Nations Development RB, 5.60 07/01/2026 0 482 0 482 Series B, GOC ----------------------------------------------------- 5,172 3,621 0 8,793 NORTH CAROLINA 4,000 0 0 4,000 North Carolina Eastern Municipal 5.70 1/1/2017 3,705 0 0 3,705 Power Revenue Series B 0 375 0 375 North Carolina State Eastern 4.00 01/01/2018 0 313 0 313 Municipal Power Agency RB, Series A, ETM 0 1,000 0 1,000 North Carolina State Eastern 6.00 01/01/2022 0 1,059 0 1,059 Municipal Power Agency RB, Series A, Pre-refunded @ 100 (A) 0 500 0 500 North Carolina State Medical Care 4.75 10/01/2026 0 414 0 414 Commission RB, Firsthealth of the Carolinas 0 500 0 500 North Carolina State Municipal Power 6.00 01/01/2020 0 487 0 487 Agency RB, Series B ----------------------------------------------------- 3,705 2,273 0 5,978 NORTH DAKOTA 0 255 0 255 Fargo, Multi-Family Housing RB 7.13 02/01/2026 0 237 0 237 0 260 0 260 North Dakota State Housing Finance 5.95 07/01/2017 0 262 0 262 Agency RB, Home Mortgage, Series C, AMT 0 335 0 335 North Dakota State Housing Finance 6.10 07/01/2028 0 335 0 335 Agency RB, Home Mortgage, Series C, AMT ----------------------------------------------------- 0 834 0 834 OHIO 2,000 0 0 2,000 Pike County OH Hospital Facilities 7.00 7/1/2022 1,836 0 0 1,836 Revenue Pike Health Services Incorporated Project 0 500 0 500 Butler, Hospital Facilities RB, 5.00 11/15/2028 0 398 0 398 Middletown Hospital 0 1,000 0 1,000 Erie, Franciscan Service RB, 6.00 01/01/2013 0 986 0 986 Providence Hospital 0 250 0 250 Johnstown, Waterworks System RB 6.00 12/01/2017 0 242 0 242 0 600 0 600 Mason, Tax Increment Financing 5.30 12/01/2018 0 541 0 541 Authority, J. W. Harris Development Ltd. Project, LOC 0 76 0 76 Montgomery, Special Assessment GO, 6.00 12/01/2017 0 77 0 77 Montgomery Woods Project 0 500 0 500 Oak Hills, Local School District GO, 5.70 12/01/2025 0 495 0 495 Series A 0 400 0 400 Perrysburg, School District GO, 5.35 12/01/2025 0 378 0 378 Exempt Village School District ----------------------------------------------------- 1,836 3,117 0 4,953 OKLAHOMA 200 0 0 200 Pryor Creek OK, EDA Mortgage Revenue 7.13 7/1/2021 202 0 0 202 Series A 365 0 0 365 Tulsa County OK HFA Mortgage Revenue 7.55 5/1/2023 373 0 0 373 GNMA Collateralized Series B 405 0 0 405 Tulsa County OK HFA Mortgage Revenue 7.10 6/1/2022 414 0 0 414 GNMA Collateralized Series C 1,245 0 0 1,245 Tulsa OK IDA Revenue University of 6.00 10/1/2016 1,321 0 0 1,321 Tulsa Series A MBIA Insured ----------------------------------------------------- 2,310 0 0 2,310 OREGON 1,500 0 0 1,500 Klamath Falls OR Electric Revenue 5.88 1/1/2016 1,343 0 0 1,343 Lien-Klamath Cogen 8,500 0 0 8,500 Klamath Falls OR Electric Revenue 6.00 1/1/2025 7,475 0 0 7,475 Lien-Klamath Cogen Project 1,000 0 0 1,000 Oregon State Health Housing 5.25 10/1/2016 781 0 0 781 Educational & Cultural Facilities Authority 2,000 0 0 2,000 Washington County OR Housing 6.13 7/1/2029 1,811 0 0 1,811 Authority Revenue Affordable Housing Pool Series A 0 500 0 500 Lane, School District # 52, School 5.63 06/15/2020 0 501 0 501 Board Guaranty GO 0 500 0 500 Oregon State Economic Development 5.70 12/01/2025 0 442 0 442 RB, Pacific Corporation Project, Series 183, AMT ----------------------------------------------------- 11,410 943 0 12,353 PENNSYLVANIA 2,000 0 0 2,000 Carbon County PA Industrial 6.70 5/1/2012 2,002 0 0 2,002 Development Authority Revenue Panther Creek Partners Project 2,250 0 0 2,250 Chester County PA Health & Education 5.38 5/15/2027 1,885 0 0 1,885 Facilities Authority Revenue Jefferson Health System Series B 4,230 0 0 4,230 Cumberland County PA Municipal 6.80 11/15/2023 3,854 0 0 3,854 Authority Revenue Carlisle Hospital & Health 1,375 0 0 1,375 Montgomery County PA Higher 6.60 7/1/2010 1,351 0 0 1,351 Education & Health Authority Revenue Montgomery Hospital Medical Center Project Series B 500 0 0 500 Pennsylvania State Higher Education 7.05 10/1/2016 536 0 0 536 Assistance Agency Student Loan Revenue Series A AMBAC Insured 6,000 0 0 6,000 Pennsylvania State Higher Education 7.60 3/1/2022 6,120 0 0 6,120 Assistance Agency Student Loan Revenue Series A AMBAC Insured+/- 4,500 0 0 4,500 Philadelphia PA School District GO 4.50 4/1/2023 3,702 0 0 3,702 Series A MBIA Insured 0 500 0 500 Allegheny, Hospital Development 5.75 05/15/2017 0 413 0 413 Authority RB, St Francis Medical Center Project 0 500 0 500 Allentown, Hospital Authority RB, 6.75 11/15/2014 0 493 0 493 Sacred Heart Hospital of Allentown 0 500 0 500 Dauphin, General Authority Office 6.00 01/15/2025 0 446 0 446 RB, Office & Packaging Project, Series A 0 500 0 500 Delaware, Hospital Authority RB, 6.00 12/15/2020 0 431 0 431 Crozer-Chester Medical Center 0 100 0 100 Pennsylvania State GO 9.00 10/01/2000 0 101 0 101 0 750 0 750 Pennsylvania State Housing Finance 6.88 10/01/2024 0 778 0 778 Agency RB, Single Family Mortgage, Series 39B, AMT 0 1,250 0 1,250 Pennsylvania State Housing Finance 5.80 10/01/2029 0 1,214 0 1,214 Agency RB, Single Family Mortgage, Series 59A, GOA, AMT 0 500 0 500 Scranton-Lackawanna, Health & 6.25 07/01/2020 0 431 0 431 Welfare Authority RB, Moses Taylor Hospital Project 0 500 0 500 Warren, Hospital Authority RB, 6.90 04/01/2011 0 504 0 504 Warren General Hospital Project, Series A, GOH 0 500 0 500 Washington, Hospital Authority RB, 7.35 06/01/2003 0 499 0 499 Canonsburg General Hospital Project, Pre-refunded @ 102 (A) ----------------------------------------------------- 19,450 5,310 0 24,760 PUERTO RICO 0 0 735 735 Puerto Rico Commonwealth Highway & 6.25 07/01/2016 0 0 823 823 Transportation Authority Highway RB, Series Z, FSA 0 0 400 400 Puerto Rico Commonwealth Highway & 6.25 07/01/2013 0 0 446 446 Transportation Authority Highway RB, Series Z, MBIA 0 0 500 500 Puerto Rico Commonwealth Highway & 6.25 07/01/2014 0 0 558 558 Transportation Authority Highway RB, Series Y, FSA 0 0 250 250 Puerto Rico Commonwealth Highway & 5.50 07/01/2026 0 0 249 249 Transportation Authority Highway RB, Series Y, MBIA ----------------------------------------------------- 0 0 2,076 2,076 RHODE ISLAND 0 325 0 325 Rhode Island Depositors Economic 6.38 08/01/2022 0 357 0 357 Protection Corporation, Special Obligation RB, Series A, ETM 0 150 0 150 Rhode Island State, Convention 5.75 05/15/2020 0 151 0 151 Center Authority RB, Series A, AMBAC 0 1,000 0 1,000 Rhode Island State Housing & 5.95 04/01/2029 0 986 0 986 Mortgage Finance RB, Series 23, AMT ------------------------------ 0 1,494 0 1,494 SOUTH CAROLINA 8,800 0 0 8,800 Connector 2000 Association 5.73 1/1/2017 2,466 0 0 2,466 Incorporated SC Toll Road Revenue Southern Connector Project Series B 9,100 0 0 9,100 Connector 2000 Association 5.75 1/1/2018 2,349 0 0 2,349 Incorporated SC Toll Road Revenue Southern Connector Project Series B 9,400 0 0 9,400 Connector 2000 Association 5.75 1/1/2019 2,245 0 0 2,245 Incorporated SC Toll Road Revenue Southern Connector Project Series B 1,000 0 0 1,000 Loris SC Community Hospital District 5.63 1/1/2029 805 0 0 805 Hospital Revenue Series B South Carolina State Connector 2000 Association RB, Toll Road 0 500 0 500 Project, (B) 5.85 + 01/01/2031 0 49 0 49 0 1,000 0 1,000 University of South Carolina RB, MBIA 5.75 06/01/2026 0 1,003 0 1,003 ------------------------------- 7,865 1,052 0 8,917 SOUTH DAKOTA 3,500 0 0 3,500 South Dakota State HEFA Revenue 7.30 4/1/2016 3,545 0 0 3,545 Huron Regional Medical Center 0 500 0 500 South Dakota State Health & 7.25 04/01/2020 0 508 0 508 Education Facilities RB, Huron Regional Medical Center ------------------------------- 3,545 508 0 4,053 TENNESSEE 14,250 0 0 14,250 Metropolitan Governments of 5.72 6/1/2021 3,468 0 0 3,468 Nashville & Davidson County TN Health & Educational Facilities Revenue Volunteer Health Care 0 500 0 500 Nashville & Davidson Counties, 5.00 08/01/2012 0 474 0 474 Health & Education Facility RB, Open Arms Development Center ------------------------------- 3,468 474 0 3,942 TEXAS 320 0 0 320 Baytown TX Housing Finance 8.50 9/1/2011 354 0 0 354 Corporation SFMR Series 1992 A 1,535 0 0 1,535 Beaumont TX Housing Finance 9.20 3/1/2012 1,729 0 0 1,729 Corporation Revenue Brazos River Authority TX Utilities 2,900 0 0 2,900 Revenue Houston Industries 5.13 5/1/2019 2,665 0 0 2,665 Incorporated Project Series A 2,000 0 0 2,000 Columbia & Brazoria TX Independent 4.75 2/1/2025 1,697 0 0 1,697 School District GO PSFG Insured 1,145 0 0 1,145 Corpus ChristiTX HFA Housing Revenue 7.70 7/1/2011 1,210 0 0 1,210 Series A MBIA Insured 2,150 0 0 2,150 Cypress Fairbanks TX Independent 4.75 2/15/2022 1,843 0 0 1,843 School District PSFG Insured 2,395 0 0 2,395 Desoto TX Housing Finance 7.00 2/1/2025 2,633 0 0 2,633 Corporation MFHR Windsor Foundation Project Series A 180 0 0 180 El Paso TX Housing Finance 8.75 10/1/2011 197 0 0 197 Corporation SFMR Series A 2,000 0 0 2,000 Fort Bend TX Independent School 5.38 2/15/2024 1,891 0 0 1,891 District Public School Financed Insured 220 0 0 220 Galveston County TX Property Finance 8.50 9/1/2011 237 0 0 237 Authority Incorporated SFMR Series A 1,300 0 0 1,300 Grape Creek-Pulliam TX Independent 7.25 5/15/2021 1,374 0 0 1,374 School District Public Facilities Corporation GO 1,115 0 0 1,115 Harlandale TX Independent School 5.50 10/15/2012 1,069 0 0 1,069 District Public Facilities Corporation Lease Revenue Educational Facilities Revenue 3,690 0 0 3,690 Houston TX Housing Finance 8.00 6/1/2014 3,927 0 0 3,927 Corporation SFMR Series A-1 2,250 0 0 2,250 Houston TX Housing Finance 8.00 6/1/2014 2,418 0 0 2,418 Corporation SFMR Series B-1 1,000 0 0 1,000 La Porte TX GO Independent School 4.25 2/15/2018 820 0 0 820 District PSFG Insured 1,000 0 0 1,000 La Porte TX GO Independent School 4.25 2/15/2019 810 0 0 810 District PSFG Insured 3,075 0 0 3,075 Lufkin TX Health Facilities 6.88 2/15/2026 2,842 0 0 2,842 Development Corporation Health System Revenue Memorial Health System of East Texas 1,005 0 0 1,005 Port Arthur TX Housing Finance 8.70 3/1/2012 1,101 0 0 1,101 Corporation SFMR 4,180 0 0 4,180 San Antonio TX Higher Education 7.13 11/1/2015 4,398 0 0 4,398 Authority Incorporated Educational Facilities Revenue 2,200 0 0 2,200 Texas State Department of Housing & 8.10 9/1/2015 2,392 0 0 2,392 Community Affairs SFMR Series A 1,040 0 0 1,040 Texas State PFA Building Revenue 4.50 2/1/2017 886 0 0 886 State Preservation Board Series A AMBAC Insured 295 0 0 295 Travis County TX Housing Finance 7.00 12/1/2011 303 0 0 303 Corporation Residential Mortgage Revenue GNMA/FNMA Mortgage Backed Securities Series A 0 500 0 500 Beaumont, Multi-Family Housing RB, 6.45 06/15/2022 0 506 0 506 Park Shadows Project, FNMA 0 325 0 325 Carroll, Independent School District 6.75 08/15/2020 0 371 0 371 GO, PSFG 0 700 0 700 Denison, Hospital Authority 6.13 08/15/2017 0 586 0 586 RB,Texoma Medical Center Project 0 500 0 500 Harris County, Industrial 6.95 02/01/2022 0 516 0 516 Development RB, Gatx Terminals Project 0 200 0 200 Socorro, Independent School District 5.75 02/15/2021 0 210 0 210 GO 0 160 0 160 Texarkana, Health Facilities RB, 6.00 10/01/2017 0 168 0 168 Wadley Regional Medical Center, Series B, MBIA --------------------------------- 36,796 2,357 0 39,153 UTAH 1,450 410 0 1,860 Salt Lake County UT EDFA Revenue 5.75 10/1/2027 1,313 383 0 1,696 Westminster College Project 1,100 0 0 1,100 Utah State Board Regents Student 6.70 11/1/2015 1,140 0 0 1,140 Loan Revenue Amortized Series H 500 0 0 500 Utah State Board Regents Student 7.45 11/1/2008 515 0 0 515 Loan Revenue Series F 5 0 0 5 Utah State HFA SFMR Series D2 6.45 1/1/2011 5 0 0 5 11,500 0 0 11,500 Weber County UT Hospital Revenue IHC 5.00 8/15/2030 9,835 0 0 9,835 Health Service Incorporated AMBAC Insured 0 500 0 500 Provo City, Housing Authority RB, 5.80 07/20/2022 0 492 0 492 Lookout Pointe Apartments, GNMA 0 275 0 275 Salt Lake City, Metropolitan Water 4.10 08/01/2004 0 247 0 247 Division RB, FGIC 0 250 0 250 Utah State Building Ownership 5.50 05/15/2019 0 250 0 250 Authority Lease RB, Student Facilities Master Lease, Series C, FSA 0 75 0 75 Utah State Housing Finance Agency 6.80 01/01/2012 0 78 0 78 RB, Single Family Mortgage, FHA 0 1,000 0 1,000 Weber County, Municipal Building 5.75 12/15/2019 0 1,004 0 1,004 Authority RB, MBIA ------------------------------- 12,808 2,454 0 15,262 VERMONT 0 365 0 365 Vermont State Housing Finance Agency 6.00 05/01/2037 0 364 0 364 RB, Series 9, MBIA, AMT 0 900 0 900 Vermont State Student Assistance 6.70 12/15/2012 0 946 0 946 Financing RB, Series B, FSA, AMT ------------------------------- 0 1,310 0 1,310 VIRGINIA 3,000 0 0 3,000 Fairfax County VA Redevelopment & 7.60 10/1/2036 3,105 0 0 3,105 Housing Authority MFHR Burke Shire Commons 0 1,000 0 1,000 Chesapeake Bay Bridge and Tunnel 5.50 07/01/2025 0 995 0 995 Commission RB, General Resolution, MBIA ------------------------------- 3,105 995 0 4,100
WASHINGTON 1,748 0 0 1,748 Kitsap County WA Housing Authority 7.10 8/20/2016 1,947 0 0 1,947 Revenue MFHR Bonds Low Income Housing Collaterized by GNMA 6,205 0 0 6,205 Port Longview WA Revenue Series A 5.00 12/1/2014 5,567 0 0 5,567 1,100 0 0 1,100 Vancouver WA Housing Authority 5.65 3/1/2031 930 0 0 930 Revenue Springbrook Square 2,750 0 0 2,750 Washington Public Power Supply 6.00 7/1/2007 2,894 0 0 2,894 System Power Revenue Nuclear Project #2 Series A 4,000 0 0 4,000 Washington State Housing Finance 5.25 7/1/2002 3,990 0 0 3,990 Commission Nonprofit Housing Revenue Ocean Ridge Apartments Project Series A 1,145 0 0 1,145 Washington State Housing Finance 7.10 7/1/2022 1,169 0 0 1,169 Commission SFMR GNMA/FNMA Collateralized Series E 2,000 0 0 2,000 Washington State Public Power Supply 5.13 7/1/2018 1,830 0 0 1,830 System Power Revenue Nuclear Project #2 Series A 4,980 0 0 4,980 Washington State University 5.38 6/1/2029 4,626 0 0 4,626 Washington Education Lease Revenue 4225 Roosevelt Project Series A 3,000 0 0 3,000 Yakima County WA School District 6.75 12/1/2006 3,301 0 0 3,301 #007 GO MBIA Insured 0 500 0 500 Clark County, School District # 98 6.15 12/01/2015 0 528 0 528 GO, MBIA 0 110 0 110 King County GO, MBIA 6.13 01/01/2033 0 112 0 112 0 820 0 820 Pilchuck, State Development RB, 6.00 08/01/2023 0 781 0 781 Tramco Project, AMT 0 1,000 0 1,000 Seattle, Low Income Housing 7.40 11/20/2036 0 1,111 0 1,111 Assistance Authority RB, Kin On Project, GNMA 0 500 0 500 Seattle, Water Systems RB, Series B, 6.00 07/01/2029 0 509 0 509 FGIC 0 220 0 220 Snohomish County, Public Utility RB, 6.00 01/01/2018 0 223 0 223 District # 001, FGIC 0 110 0 110 Stevens County, Water Power RB, 6.00 12/01/2023 0 105 0 105 Kettle Project 0 250 0 250 Washington State GO, Series B & At-7 6.40 06/01/2017 0 276 0 276 Washington State Housing Finance RB, Seattle University 0 250 0 250 Washington State Housing Finance RB, 5.30 07/01/2031 0 226 0 226 Seattle University Auxiliary Services Project, LOC -------------------------------- 26,254 3,871 0 30,125 WASHINGTON D.C. Washington DC Convention Center 8,300 0 0 8,300 Authority Dedicated Tax Revenue 4.75 10/1/2028 6,851 0 0 6,851 WEST VIRGINIA West Virginia State Hospital Financing Authority RB, Fairmont 0 140 0 140 General Hospital, GOH 6.75 03/01/2014 0 138 0 138 WISCONSIN Wisconsin Center District Tax 1,750 0 0 1,750 Revenue JR Dedicated FSA Insured 5.25 12/15/2023 1,655 0 0 1,655 Wisconsin Center District Tax 4,950 0 0 4,950 Revenue JR Dedicated FSA Insured 5.25 12/15/2027 4,643 0 0 4,643 0 145 0 145 Wisconsin State GO, Series D, AMT 5.80 05/01/2020 0 145 0 145 Wisconsin State Health & Education Facilities RB, Franciscan Skemp 0 1,000 0 1,000 Medical Center 6.13 11/15/2015 0 1,034 0 1,034 Wisconsin State Housing & Economic 0 550 0 550 Development RB, Series A, GOA 6.00 09/01/2015 0 558 0 558 -------------------------------- 6,298 1,737 0 8,035 WYOMING Jackson, National Rural Utilities RB, Lower Valley Power & Light, 0 500 0 500 Series B, AMT 5.88 05/01/2026 0 488 0 488 0 600 0 600 Teton County, Hospital District RB 5.80 12/01/2017 0 593 0 593 Wyoming State Community Development 0 420 0 420 Authority RB, Series 4, AMT 5.85 06/01/2028 0 409 0 409 Wyoming State Community Development 0 1,000 0 1,000 Authority RB, Series A, FHA 6.00 06/01/2023 0 1,003 0 1,003 -------------------------------- 0 2,493 0 2,493 TOTAL MUNICIPAL BONDS 309,574 67,349 30,680 407,603 SHARES - ------------------------------------------- CLOSED-END MUTUAL FUNDS 60,485 0 0 60,485 Black Rock Strategic Municipal Trust 760 0 0 760 357,724 0 0 357,724 Dreyfus Municipal Income Fund 2,705 0 0 2,705 75,530 0 0 75,530 Dreyfus Strategic Municipal Bond Fund 609 0 0 609 261,246 0 0 261,246 Dreyfus Strategic Municipals Fund 2,090 0 0 2,090 8,585 0 0 8,585 Eaton Vance Municipal Income Trust 93 0 0 93 100,136 0 0 100,136 Municipal Advantage Fund Incorporated 1,114 0 0 1,114 24,112 0 0 24,112 Municipal Partners Fund 285 0 0 285 115,082 0 0 115,082 Nuveen Dividend Advantage Municipal Fund 1,410 0 0 1,410 189,766 0 0 189,766 Nuveen Insured Municipal Opportunity Fund 2,467 0 0 2,467 105,143 0 0 105,143 Nuveen Premium Income Municipal Fund 1,255 0 0 1,255 91,608 0 0 91,608 Seligman Select Municipal Fund 859 0 0 859 57,005 0 0 57,005 Van Kampen Advantage Municipal Income Trust 723 0 0 723 42,976 0 0 42,976 Van Kampen Advantage Municipal Income Trust II 492 0 0 492 80,979 0 0 80,979 Van Kampen Trust for Investment Grade 1,088 0 0 1,088 -------------------------------- 15,950 0 0 15,950 SHORT-TERM INVESTMENTS 6,223,900 0 0 6,223,900 Wells Fargo National Tax-Free Money Market Fund 6,224 0 0 6,224 SEI Tax-Exempt Trust Institutional 0 1,517 294,979 296,496 Tax-Free Portfolio 0 1,517 295 1,812 ------------------------------- 6,224 1,517 295 8,036 TOTAL INVESTMENTS, AT MARKET VALUE $331,748 $68,866 $ 30,975 $431,589 ==================================
TOTAL INVESTMENTS, AT COST $329,732 $71,848 $ 31,647 $433,227 + Yield-to-maturity
WELLS FARGO FUNDS - INCOME FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES As of May 31, 2000 (Note 1) (Unaudited) ($000's)
Achievement Wells Fargo Intermediate Term Pro Forma Pro Forma Income Fund Bond Fund Adjustments Combined ----------------- ----------------------- ----------------- --------------- ASSETS Investments: In securities, at market value (see cost below) $ 389,347 $ 153,957 $ 543,304 Collateral for securities loaned 177,507 0 177,507 Receivables: Interest 6,712 2,517 9,229 Fund shares sold 1,692 210 1,902 Prepaid expenses and other assets 16 77 93 Total Assets 575,274 156,761 732,035 LIABILITIES Payables: Securities loaned 177,507 0 177,507 Investment securities purchased 0 778 778 Distributions to shareholders 1,884 0 1,884 Fund shares redeemed 233 63 296 Due to distributor 40 0 40 Due to advisor and affiliates 222 0 222 Other 164 241 405 Total Liabilities 180,050 1,082 181,132 TOTAL NET ASSETS $ 395,224 $ 155,679 $ 550,903 Net assets consist of: Paid-in capital $ 448,471 $ 163,924 $ 612,395 Undistributed net investment income (loss) 0 0 0 Undistributed net realized gain (loss) on investments (31,054) (3,153) (34,207) Net unrealized appreciation (depreciation) of investments (22,193) (5,092) (27,285) TOTAL NET ASSETS $ 395,224 $ 155,679 $ 550,903 COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE Net assets - Class A $ 16,894 $ 1,176 $ 18,070 Shares outstanding - Class A 1,908 117 15 (2) 2,040 Net asset value per share - Class A $ 8.86 $ 10.06 $ 8.86 Maximum offering price per share - Class A $ 9.28 $ 10.42 $ 9.28 Net assets - Class B $ 8,611 $ 8,611 Shares outstanding - Class B 974 974 Net asset value and offering price per share - Class B $ 8.84 $ 8.84 Net assets - Institutional Class $ 369,719 $ 154,503 $ 524,222 Shares outstanding - Institutional Class 41,786 15,391 2,071 (2) $ 59,248 Net asset value and offering price per share - Institutional Class $ 8.85 $ 10.04 $ 8.85 INVESTMENT AT COST $ 411,540 $ 159,049 $ 570,589
- -------------------------------------------------------------------------------- (1) The information presented for the Achievement Intermediate Term Bond Fund is as of July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's low portfolio turnover rate and stable asset size, Management believes the information presented is representative of the Fund's balance sheet and portfolio holdings as of May 31, 2000. (2) Share adjustments based on surviving Fund NAV. WELLS FARGO FUNDS - INCOME FUND PRO FORMA STATEMENT OF OPERATIONS For the Year Ended May 31, 2000 (Note 1) (Unaudited) ($000's)
Achievement Wells Fargo Intermediate Term Pro Forma Pro Forma Income Fund Bond Fund Adjustments Combined ----------------- ----------------------- ----------------- --------------- INVESTMENT INCOME Interest $ 29,484 $ 10,758 $ 40,242 Securities lending income 154 0 154 Total Investment Income 29,638 10,758 40,396 EXPENSES Advisory fees 1,982 972 (147) (2) 2,807 Administration fees 520 324 (2) (2) 842 Custody fees 71 55 * (14) (2) 112 Shareholder servicing fees 37 0 27 (2) 64 Portfolio accounting fees 85 0 33 (2) 118 Transfer agency fees 489 0 198 (2) 687 Distribution fees 64 4 ** (3) (2) 65 Legal and audit fees 26 37 (31) (2) 32 Registration fees 49 59 (39) (2) 69 Directors' fees 5 14 (14) (2) 5 Shareholder reports 45 34 (16) (2) 63 Other 35 13 0 (2) 48 Total Expenses 3,408 1,512 (8) 4,912 Less: Waived fees and reimbursed expenses fees (306) (293) 27 (2) (572) Net expenses 3,102 1,219 19 4,340 NET INVESTMENT INCOME (LOSS) 26,536 9,539 (19) 36,056 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain (loss) on sale of investments (18,974) (1,012) (19,986) Net change in unrealized appreciation or depreciation of investments (8,738) (1,661) (10,399) Net Gain (Loss) on Investments (27,712) (2,673) (30,385) NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (1,176) $ 6,866 (19) $ 5,671
- -------------------------------------------------------------------------------- * Includes transfer agency fees ** Includes shareholder servicing fees (1) The information presented for the Achievement Intermediate Term Bond Fund is for the year ended July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's stable portfolio and level fee/expense structure, Management believes the information presented is representative of the Fund's statement of operations for the twelve months ended May 31, 2000. (2) To adjust expenses to reflect the Combined Fund's estimated fees and expenses, based on contractual rates or elimination of duplicative services. WELLS FARGO FUNDS - INCOME FUND PRO FORMA PORTFOLIO OF INVESTMENTS As of May 31, 2000 (Unaudited)
Principal ($000's) Market Value ($000's) - ---------------------------------- ---------------------------------- Achievement Achievement WF Income Intermediate- Pro Forma Coupon Maturity WF Income Intermediate- Pro Forma Fund Term Bond Fund Combined Security Name Rate Date Fund Term Bond Fund Combined ASSET BACKED SECURITIES $ 5,000 $ 0 $ 5,000 Discover Card Master Trust I 6.64 9/16/2005 $ 5,002 $ 0 $ 5,002 925 0 925 First USA Consumer Trust Class A 6.50 9/15/2002 922 0 922 Green Tree Financial Corporation Series 7,000 0 7,000 1997-6 A7 7.14 1/15/2029 6,688 0 6,688 320 0 320 Sequoia Mortgage Trust Series 2 Class A1 6.15 10/25/2024 320 0 320 1,355 0 1,355 Van Kampen CLO-I 6.57 10/8/2007 1,362 0 1,362 Champion Home Equity Loan Trust, Series 0 2,000 2,000 1997-2, Cl A3 6.770 03/25/2015 0 1,972 1,972 Olympic Automobile Receivables Trust, Series 0 2,000 2,000 1996-B, Cl A5 6.900 02/15/2004 0 1,998 1,998 WFS Financial Owner Trust, Series 0 2,000 2,000 1998-B, Cl A4 6.050 04/20/2003 0 1,977 1,977 ----------------------------------- 14,294 5,947 20,241 COLLATERALIZED MORTGAGE OBLIGATIONS 554 0 554 Saco I Incorporated Series 1997-2 7.00 8/25/1936 548 0 548 American Southwest Financial Securities, 0 1,182 1,182 Series 1996-FHA1, Cl A2 7.000 11/25/2038 0 1,162 1,162 Donaldson Lufkin Jenrette Mortgage 0 3,000 3,000 Acceptance, Series 1996-CF2, Cl A1B (A) 7.290 11/12/2021 0 2,991 2,991 Donaldson Lufkin Jenrette Mortgage 0 2,000 2,000 Acceptance, Series 1997-CF1, Cl A1B (A) 7.600 04/15/2007 0 2,009 2,009 General Motors Acceptance, Commercial Mortgage Securities, Series 0 3,000 3,000 1999-C1, Cl A2 6.175 05/15/2033 0 2,742 2,742 Lehman Brothers Commercial Conduit Mortgage 0 3,000 3,000 Trust, Series 1998-C1, Cl B 6.590 02/18/2030 0 2,795 2,795 ----------------------------------- 548 11,699 12,247 CORPORATE BONDS & NOTES APPAREL & OTHER FINISHED PRODUCTS MADE FROM FABRICS & SIMILAR MATERIALS 541 0 541 Tommy Hilfiger 6.50 6/1/2003 408 0 408 AUTOMOTIVE DEALERS & GASOLINE SERVICE STATIONS 774 0 774 Pep Boys 6.71 11/3/2004 494 0 494 0 1,000 1,000 TRW 6.450 06/15/2001 0 993 993 ----------------------------------- 494 993 1,487 AUTOMOTIVE REPAIR, SERVICES & PARKING 5,000 0 5,000 Hertz Corporation 7.63 8/15/2007 4,894 0 4,894 BUILDING PRODUCTS 0 2,000 2,000 CSR America 6.875 07/21/2005 0 1,933 1,933 BUSINESS SERVICES 5,000 0 5,000 First Data Corporation 6.38 12/15/2007 4,631 0 4,631 5,968 0 5,968 Oracle Corporation 6.72 2/15/2004 5,759 0 5,759 ---------------------------------- 10,390 0 10,390 CHEMICALS & ALLIED PRODUCTS 5,000 0 5,000 E. I. Du Pont de Nemours & Company 6.88 10/15/2009 4,737 0 4,737 1,000 0 1,000 IMC Global Incorporated 7.63 11/1/2005 969 0 969 6,800 0 6,800 Merck & Company Incorporated 6.40 3/1/2028 5,942 0 5,942 5,000 0 5,000 Procter & Gamble Company 6.60 12/15/2004 4,844 0 4,844 ---------------------------------- 16,492 0 16,492 COMMUNICATIONS 3,000 0 3,000 AT&T Capital Corporation 6.75 12/1/2000 2,992 0 2,992 4,500 0 4,500 LCI International Incorporated 7.25 6/15/2007 4,196 0 4,196 Qwest Communications International 2,000 0 2,000 Incorporated 7.50 11/1/2008 1,883 0 1,883 5,000 0 5,000 WorldCom Incorporated 8.00 5/15/2006 5,000 0 5,000 ---------------------------------- 14,071 0 14,071 DEPOSITORY INSTITUTIONS 3,500 0 3,500 Bank United Corporation 8.00 3/15/2009 3,041 0 3,041 4,500 0 4,500 BankBoston Corporation 6.88 7/15/2003 4,365 0 4,365 3,000 0 3,000 Bankers Trust New York Company 7.38 5/1/2008 2,835 0 2,835 194 0 194 Golden State Holdings 7.13 8/1/2005 169 0 169 5,000 0 5,000 Key Bank NA 6.50 4/15/2008 4,506 0 4,506 250 0 250 Midland Bank PLC 6.95 3/15/2011 225 0 225 5,000 0 5,000 NationsBank Corporation 7.80 9/15/2016 4,756 0 4,756 2,500 0 2,500 Society Corporation 8.13 6/15/2002 2,513 0 2,513 0 1,000 1,000 Bank of America 7.625 04/15/2005 0 1,002 1,002 0 2,000 2,000 Bank of America 7.125 05/01/2006 0 1,955 1,955 0 1,000 1,000 Citicorp 7.125 06/01/2003 0 992 992 0 1,000 1,000 First Tennessee Bank 5.750 12/01/2008 0 850 850 0 1,000 1,000 First Union 7.050 08/01/2005 0 971 971 0 1,000 1,000 KeyCorp 7.250 06/01/2005 0 980 980 ---------------------------------- 22,410 6,750 29,160 ELECTRIC, GAS & SANITARY SERVICES 147 0 147 Niagara Mohawk Power 7.38 7/1/2003 144 0 144 725 0 725 Texas Utilities Company 6.20 10/1/2002 703 0 703 774 0 774 Williams Companies Incorporated 6.13 2/15/2002 750 0 750 0 1,000 1,000 Consolidated Edison 6.375 04/01/2003 0 983 983 0 1,000 1,000 Consolidated Edison 6.150 07/01/2008 0 915 915 0 1,000 1,000 Monogahela Power, MTN 7.360 01/15/2010 0 979 979 0 1,000 1,000 Pacific Gas & Electric, MTN 6.680 03/19/2003 0 986 986 0 1,000 1,000 Philadelphia Electric 6.625 03/01/2003 0 979 979 0 1,000 1,000 Public Service Electric & Gas 6.500 05/01/2004 0 968 968 0 1,000 1,000 Rochester Gas & Electric, MTN 6.375 07/30/2003 0 967 967 0 1,000 1,000 Scana, MTN 6.250 07/08/2003 0 966 966 ----------------------------------- 1,597 7,743 9,340 ENERGY 3,300 0 3,300 Midamerican Energy Holdings 6.96 9/15/2003 3,160 0 3,160 FOOD & KINDRED PRODUCTS 4,000 0 4,000 Anheuser Busch Companies 9.00 12/1/2009 4,330 0 4,330 1,500 0 1,500 Flowers Industries Incorporated 7.15 4/15/2028 1,043 0 1,043 774 0 774 Whitman Corporation 7.29 9/15/2026 760 0 760 0 1,000 1,000 Diageo PLC 7.125 09/15/2004 0 990 990 0 1,000 1,000 Nabisco 6.700 06/15/2002 0 974 974 0 1,000 1,000 Sara Lee, MTN 7.400 03/22/2002 0 1,000 1,000 ----------------------------------- 6,133 2,964 9,097 FOREIGN DEPOSITORY INSTITUTIONS 3,000 0 3,000 Korea Development Bank 7.13 4/22/2004 2,858 0 2,858 GENERAL MERCHANDISE STORES 5,000 0 5,000 Saks Incorporated 7.50 12/1/2010 3,869 0 3,869 5,000 0 5,000 Target Corporation 7.50 2/15/2005 4,981 0 4,981 0 1,000 1,000 J.C. Penney, MTN 7.050 05/23/2005 0 894 894 0 1,000 1,000 Sears Roebuck Acceptance 6.950 05/15/2002 0 991 991 0 1,000 1,000 Sears Roebuck Acceptance, MTN 6.580 11/20/2003 0 971 971 0 2,000 2,000 Target 7.500 07/15/2006 0 1,983 1,983 0 1,000 1,000 Wal-Mart Stores 6.500 06/01/2003 0 989 989 ----------------------------------- 8,850 5,828 14,678 INDUSTRIAL & COMMERCIAL MACHINERY & COMPUTER EQUIPMENT 6,861 0 6,861 Dell Computer Corporation 7.10 4/15/2028 5,969 0 5,969 4,000 0 4,000 IBM Corporation 8.38 11/1/2019 4,275 0 4,275 ----------------------------------- 10,244 0 10,244 INDUSTRIAL SERVICES 3,000 0 3,000 Gruma SA de CV 7.63 10/15/2007 2,520 0 2,520 INSURANCE CARRIERS 8,000 0 8,000 AMBAC Incorporated 9.38 8/1/2011 8,620 0 8,620 968 0 968 Reliastar Financial Corporation 7.13 3/1/2003 945 0 945 968 0 968 Terra Nova (U.K.) Holdings 7.20 8/15/2007 916 0 916 0 2,000 2,000 Aetna Services 6.750 08/15/2001 0 1,985 1,985 ----------------------------------- 10,481 1,985 12,466 MEASURING, ANALYZING, & CONTROLLING INSTRUMENTS; PHOTOGRAPHIC, MEDICAL & OPTICAL GOODS 387 0 387 Mallinckrodt Incorporated 6.30 3/15/2001 380 0 380 NONDEPOSITORY CREDIT INSTITUTIONS 4,500 0 4,500 Dresdner Funding Trust I 8.15 6/30/1931 3,769 0 3,769 6,000 0 6,000 General Electric Capital Corporation 8.70 2/15/2003 6,173 0 6,173 5,000 0 5,000 General Electric Capital Corporation 8.63 6/15/2008 5,281 0 5,281 0 1,000 1,000 Chase Manhattan 8.125 06/15/2002 0 1,014 1,014 0 1,000 1,000 Chase Manhattan 6.375 02/15/2008 0 927 927 0 1,000 1,000 Associates of North America, MTN 6.810 08/03/2001 0 996 996 0 1,000 1,000 Associates of North America, MTN 7.540 04/14/2004 0 999 999 0 1,000 1,000 Capital One Bank 7.080 10/30/2001 0 994 994 0 1,000 1,000 CitiFinancial 6.875 05/01/2002 0 995 995 0 1,000 1,000 Ford Motor Credit 8.000 06/15/2002 0 1,011 1,011 0 1,000 1,000 Ford Motor Credit 7.750 03/15/2005 0 1,004 1,004 0 1,000 1,000 General Motors Acceptance, MTN 7.250 05/15/2003 0 996 996 0 1,000 1,000 Household Finance 7.650 05/15/2007 0 985 985 0 1,000 1,000 J.P. Morgan 7.250 01/15/2002 0 999 999 0 1,000 1,000 Lehman Brothers Holdings 6.125 07/15/2003 0 957 957 ----------------------------------- 15,223 11,877 27,100 PETROLEUM PRODUCTS & SERVICES 0 1,000 1,000 Kerr-McGee 6.625 10/15/2007 0 931 931 PRIMARY METAL INDUSTRIES 194 0 194 CSC Holdings Incorporated 7.25 7/15/2008 174 0 174 4,000 0 4,000 CSC Holdings Incorporated 7.63 7/15/2018 3,370 0 3,370 ----------------------------------- 3,544 0 3,544 RAILROADS 0 1,000 1,000 CSX Transportation 7.540 03/15/2003 0 1,000 1,000 REAL ESTATE 4,500 0 4,500 Rouse Company 8.50 1/15/2003 4,506 0 4,506 RENTAL EQUIPMENT 0 2,000 2,000 Hertz 7.000 07/01/2004 0 1,960 1,960 0 1,040 1,040 Ryder System, MTN 7.340 11/01/2000 0 1,036 1,036 ----------------------------------- 0 2,996 2,996 SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES 1,161 0 1,161 Charles Schwab Corporation 6.88 9/2/2003 1,130 0 1,130 5,000 0 5,000 Goldman Sachs Group Incorporated 7.50 1/28/2005 4,894 0 4,894 5,000 0 5,000 Lehman Brothers Holdings Incorporated 8.50 8/1/2015 4,894 0 4,894 ----------------------------------- 10,918 0 10,918 TECHNOLOGY 1,819 0 1,819 Massachusetts Institute of Technology 7.25 11/2/1996 1,673 0 1,673 TELEPHONES & TELECOMMUNICATIONS 0 1,000 1,000 AT&T 6.750 04/01/2004 0 979 979 0 1,000 1,000 GTE California 5.500 01/15/2009 0 863 863 0 1,000 1,000 Qwest 5.625 11/15/2008 0 865 865 0 1,000 1,000 SBC Communications 7.000 07/15/2004 0 989 989 0 1,000 1,000 SBC Communications Capital 5.750 09/01/2004 0 946 946 0 1,000 1,000 Telstra Ltd. 6.500 07/31/2003 0 978 978 ----------------------------------- 0 5,620 5,620 TRANSPORTATION BY AIR 5,000 0 5,000 Delta Airlines Incorporated 8.30 12/15/2029 4,225 0 4,225 736 0 736 Federal Express Series 97-B 7.52 1/15/2018 704 0 704 1,200 0 1,200 Southwest Airlines Company 7.88 9/1/2007 1,195 0 1,195 ----------------------------------- 6,124 0 6,124 TRANSPORTATION EQUIPMENT 10,000 0 10,000 DaimlerChrysler 7.40 1/20/2005 9,825 0 9,825 2,000 0 2,000 Federal-Mogul Corporation 7.75 7/1/2006 1,440 0 1,440 ----------------------------------- 11,265 0 11,265 UTILITY-ELECTRIC 387 0 387 Calenergy Company Incorporated 7.23 9/15/2005 365 0 365 WATER TRANSPORTATION 1,161 0 1,161 Royal Caribbean Cruises 7.13 9/18/2002 1,112 0 1,112 WHOLESALE TRADE - NONDURABLE GOODS 4,500 0 4,500 Staples Incorporated 7.13 8/15/2007 4,151 0 4,151 TOTAL CORPORATE BONDS & NOTES 174,263 50,620 224,883 YANKEE BONDS 0 1,000 1,000 Dow Capital 7.125 01/15/2003 0 993 993 0 2,000 2,000 Walt Disney 6.750 03/30/2006 0 1,955 1,955 0 500 500 Worldcom 6.125 08/15/2001 0 494 494 ----------------------------------- 0 3,442 3,442 MUNICIPAL BONDS Hudson County NJ Import Authority Facilities 774 0 774 Leasing RV FSA insured 7.40 12/1/2025 719 0 719 Western Minnesota Power Agency RV Series A 778 0 778 AMBAC Insured 6.33 1/1/2002 766 0 766 ----------------------------------- 1,485 0 1,485 U.S. GOVERNMENT AGENCY SECURITIES FEDERAL FARM CREDIT BANK 0 2,000 2,000 Federal Farm Credit Bank, MTN 7.310 11/05/2007 0 2,025 2,025 FEDERAL HOME LOAN BANK 0 1,000 1,000 Federal Home Loan Bank 7.280 07/25/2001 0 1,004 1,004 0 1,000 1,000 Federal Home Loan Bank 7.390 08/22/2001 0 1,005 1,005 0 1,000 1,000 Federal Home Loan Bank 5.600 10/28/2003 0 959 959 0 1,000 1,000 Federal Home Loan Bank 7.380 08/05/2004 0 1,013 1,013 0 1,000 1,000 Federal Home Loan Bank 6.250 08/13/2004 0 974 974 0 1,000 1,000 Federal Home Loan Bank 6.375 08/15/2006 0 969 969 0 3,035 3,035 Federal Home Loan Bank 6.185 05/06/2008 0 2,870 2,870 0 2,000 2,000 Federal Home Loan Bank 5.450 01/12/2009 0 1,787 1,787 0 3,000 3,000 Federal Home Loan Bank 7.375 02/12/2010 0 3,049 3,049 ----------------------------------- 0 13,630 13,630 FEDERAL HOME LOAN MORTGAGE CORPORATION 4,957 0 4,957 FHLMC # C00920 7.00 2/1/1930 4,710 0 4,710 968 0 968 FHLMC Series T-20 Class A6 7.49 9/25/2029 942 0 942 0 2,000 2,000 FHLMC 5.750 07/15/2003 0 1,937 1,937 0 1,000 1,000 FHLMC 6.795 12/01/2003 0 995 995 0 1,000 1,000 FHLMC 5.900 02/14/2006 0 950 950 0 2,000 2,000 FHLMC 6.450 04/29/2009 0 1,865 1,865 0 2,000 2,000 FHLMC 7.020 06/23/2009 0 1,928 1,928 0 2,500 2,500 FHLMC 7.625 09/09/2009 0 2,453 2,453 ----------------------------------- 5,652 10,128 15,780 FEDERAL NATIONAL MORTGAGE ASSOCIATION 4,500 0 4,500 FNMA 7.13 2/15/2005 4,451 0 4,451 4,740 0 4,740 FNMA 6.25 5/15/2029 4,118 0 4,118 4,856 0 4,856 FNMA 7.50 9/1/2029 4,714 0 4,714 3,000 0 3,000 FNMA 7.13 1/15/1930 2,915 0 2,915 6,593 0 6,593 FNMA #253008 8.00 11/1/2029 6,537 0 6,537 1 0 1 FNMA #303414 6.50 7/1/2002 1 0 1 665 0 665 FNMA #408118 6.50 1/1/2028 615 0 615 861 0 861 FNMA #415414 6.50 2/1/2028 797 0 797 4,594 0 4,594 FNMA #492910+/- 7.50 1/1/2029 4,461 0 4,461 4,840 0 4,840 FNMA #520842 8.00 11/1/2029 4,799 0 4,799 0 1,000 1,000 FNMA 5.750 04/15/2003 0 971 971 0 2,000 2,000 FNMA 4.750 11/14/2003 0 1,874 1,874 0 1,000 1,000 FNMA 6.375 06/15/2009 0 949 949 0 1,000 1,000 FNMA, MTN 6.760 07/16/2007 0 965 965 0 977 977 FNMA 6.440 05/01/2008 0 942 942 ----------------------------------- 33,408 5,701 39,109 GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 4,971 0 4,971 GNMA 7.50 1/15/2029 4,881 0 4,881 4,895 0 4,895 GNMA # 2824 7.00 10/20/2029 4,677 0 4,677 1,154 0 1,154 GNMA #473918 7.00 4/15/2028 1,107 0 1,107 4,573 0 4,573 GNMA # 491192 7.00 2/15/2029 4,388 0 4,388 3,361 0 3,361 GNMA #780626 7.00 8/15/2027 3,228 0 3,228 ----------------------------------- 18,281 0 18,281 TOTAL U.S. GOVERNMENT AGENCY SECURITIES 57,341 31,484 88,825 U.S. TREASURY SECURITIES U.S. TREASURY BONDS 6,500 0 6,500 U.S. Treasury Bonds 10.75 5/15/2003 7,183 0 7,183 4,000 0 4,000 U.S. Treasury Bonds 11.88 11/15/2003 4,623 0 4,623 13,500 0 13,500 U.S. Treasury Bonds 10.75 8/15/2005 15,885 0 15,885 5,000 0 5,000 U.S. Treasury Bonds 6.50 2/15/2010 5,072 0 5,072 7,000 0 7,000 U.S. Treasury Bonds 11.25 2/15/2015 10,121 0 10,121 1,000 0 1,000 U.S. Treasury Bonds 10.63 8/15/2015 1,397 0 1,397 14,500 0 14,500 U.S. Treasury Bonds 8.88 8/15/2017 18,129 0 18,129 9,000 0 9,000 U.S. Treasury Bonds 8.13 8/15/2019 10,662 0 10,662 5,000 0 5,000 U.S. Treasury Bonds 7.88 2/15/2021 5,836 0 5,836 6,500 0 6,500 U.S. Treasury Bonds 8.13 8/15/2021 7,786 0 7,786 10,000 0 10,000 U.S. Treasury Bonds 7.50 11/15/2024 11,411 0 11,411 2,000 0 2,000 U.S. Treasury Bonds 7.63 2/15/2025 2,314 0 2,314 2,000 0 2,000 U.S. Treasury Bonds 6.13 8/15/2029 1,992 0 1,992 0 2,000 2,000 U.S. Treasury Bonds 7.125 02/15/2023 0 2,249 2,249 0 2,000 2,000 U.S. Treasury Bonds 6.250 08/15/2023 0 2,041 2,041 ----------------------------------- 102,411 4,290 106,701 U.S. TREASURY NOTES 2,000 0 2,000 U.S. Treasury Notes 6.38 3/31/2001 1,994 0 1,994 2,000 1,000 3,000 U.S. Treasury Notes 7.88 8/15/2001 2,025 1014 3,039 17,500 0 17,500 U.S. Treasury Notes 7.50 5/15/2002 17,731 0 17,731 11,000 0 11,000 U.S. Treasury Notes 9.88 11/15/2015 14,617 0 14,617 0 2,500 2,500 U.S. Treasury Notes 6.375 09/30/2001 0 2,498 2,498 0 1,000 1,000 U.S. Treasury Notes 7.500 11/15/2001 0 1,013 1,013 0 6,000 6,000 U.S. Treasury Notes 6.125 12/31/2001 0 5,974 5,974 0 2,000 2,000 U.S. Treasury Notes 6.500 03/31/2002 0 2,002 2,002 0 4,000 4,000 U.S. Treasury Notes 6.250 08/31/2002 0 3,991 3,991 0 1,000 1,000 U.S. Treasury Notes 6.250 02/15/2003 0 998 998 0 3,000 3,000 U.S. Treasury Notes 5.500 05/31/2003 0 2,936 2,936 0 2,000 2,000 U.S. Treasury Notes 5.375 06/30/2003 0 1,951 1,951 0 1,000 1,000 U.S. Treasury Notes 5.750 08/15/2003 0 985 985 0 3,000 3,000 U.S. Treasury Notes 5.875 02/15/2004 0 2,964 2,964 0 1,000 1,000 U.S. Treasury Notes 7.500 02/15/2005 0 1,048 1,048 0 2,000 2,000 U.S. Treasury Notes 6.500 08/15/2005 0 2,024 2,024 0 1,000 1,000 U.S. Treasury Notes 5.875 11/15/2005 0 985 985 0 1,000 1,000 U.S. Treasury Notes 6.875 05/15/2006 0 1,032 1,032 0 2,000 2,000 U.S. Treasury Notes 7.000 07/15/2006 0 2,077 2,077 0 5,000 5,000 U.S. Treasury Notes 6.500 10/15/2006 0 5,072 5,072 0 3,000 3,000 U.S. Treasury Notes 6.250 02/15/2007 0 3,010 3,010 0 3,000 3,000 U.S. Treasury Notes 6.125 08/15/2007 0 2,990 2,990 ----------------------------------- 36,367 44,564 80,931 TOTAL U.S. TREASURY SECURITIES 138,778 48,854 187,632 Shares - ---------------------------------- SHORT-TERM INSTRUMENTS 2,638,229 0 2,638,229 Wells Fargo Cash Investment Fund 2,638 0 2,638 0 1,910,929 1,910,929 SEI Daily Income Trust Money Market Portfolio 0 1,911 1,911 ----------------------------------- 2,638 1,911 4,549 TOTAL INVESTMENTS, AT MARKET VALUE $389,347 $153,957 $543,304 =================================== TOTAL INVESTMENTS, AT COST $411,540 $159,049 $570,589 ===================================
WELLS FARGO FUNDS - STABLE INCOME FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES As of May 31, 2000 (Note 1) (Unaudited) ($000's)
Wells Fargo Stable Achievement Short Pro Forma Pro Forma Income Fund Term Bond Fund Adjustments Combined ----------------- ------------------ ------------- --------------- ASSETS Investments: In securities, at market value (see cost below) $ 202,795 (2) $ 28,170 $ 230,965 Cash 0 988 988 Receivables: Interest 0 437 437 Fund shares sold 96 311 407 Organization expenses, net of amortization 0 0 0 Prepaid expenses and other assets 0 65 65 Total Assets 202,891 29,971 232,862 LIABILITIES Payables: Investment securities purchased 0 1,014 1,014 Distributions to shareholders 0 135 135 Fund shares redeemed 80 9 89 Due to distributor 18 0 18 Due to advisor and affiliates 4 0 4 Other 70 101 171 Total Liabilities 172 1,259 1,431 TOTAL NET ASSETS $ 202,719 $ 28,712 $ 231,431 Net assets consist of: Paid-in capital $ 212,405 $ 31,683 $ 244,088 Undistributed net investment income (loss) 236 0 236 Undistributed net realized gain (loss) on investments (7,627) (2,545) (10,172) Net unrealized appreciation (depreciation) of investments (2,295) (426) (2,721) TOTAL NET ASSETS $ 202,719 $ 28,712 $ 231,431 COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE PER SHARE Net assets - Class A $ 8,912 $ 182 $ 9,094 Shares outstanding - Class A 878 19 (1) (3) 896 Net asset value per share - Class A $ 10.15 $ 9.81 $ 10.15 Maximum offering price per share - Class A $ 10.30 $ 9.96 $ 10.30 Net assets - Class B $ 2,449 $ 2,449 Shares outstanding - Class B 241 241 Net asset value and offering price per share - Class B $ 10.14 $ 10.15 Net assets - Institutional Class $ 191,358 $ 28,530 $ 219,888 Shares outstanding - Institutional Class 18,850 2,905 (95) (3) 21,660 Net asset value and offering price per share - Institutional Class $ 10.15 $ 9.82 $ 10.15 INVESTMENT AT COST $ 205,090 $ 28,596 $ 233,686 - --------------------------------------------------------------------------------------------------------------------------------
(1) The information presented for the Achievement Short Term Bond Fund is as of July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's low portfolio turnover rate and stable asset size, Management believes the information presented is representative of the Fund's balance sheet and portfolio holdings as of May 31, 2000. (2) The Stable Income Fund invest all of its investable assets in an affiliated Core Portfolio. The Core Portfolio directly acquires portfolio securities and the Stable Income Fund acquires an indirect interest in those securities. (3) Share adjustments based on surviving Fund NAV. WELLS FARGO FUNDS - STABLE INCOME FUND PRO FORMA STATEMENT OF OPERATIONS For the Year Ended May 31, 2000 (Note 1) (Unaudited) ($000's)
Wells Fargo Stable Achievement Short Pro Forma Pro Forma Income Fund Term Bond Fund Adjustments Combined ------------------ ----------------- ----------- --------- INVESTMENT INCOME Interest $ 12,265 $ 1,954 $ 14,219 Securities lending income 16 0 16 Net expenses allocated from Core Portfolios (941) 0 146 (2) (795) Total Investment Income 11,340 1,954 13,440 EXPENSES Advisory fees 0 189 (189) (2) 0 Administration fees 217 63 69 (2) 349 Custody fees 0 48 * (48) (2) 0 Shareholder servicing fees 16 0 14 (2) 30 Portfolio accounting fees 50 0 17 (2) 67 Transfer agency fees 244 0 38 (2) 282 Distribution fees 19 1 ** (1) (2) 19 Legal and audit fees 10 7 (5) (2) 12 Registration fees 27 18 (14) (2) 31 Directors' fees 4 3 (3) (2) 4 Shareholder reports 15 10 (8) (2) 17 Other 19 5 (2) (2) 22 Total Expenses 621 344 (132) 833 Less: Waived fees and reimbursed expenses fees (218) (108) 326 (2) 0 Net expenses 403 236 194 833 NET INVESTMENT INCOME (LOSS) 10,937 1,718 (48) 12,607 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain (loss) on sale of investments (701) (123) (824) Net change in unrealized appreciation or depreciation of Investments (1,632) (133) (1,765) Net Gain (Loss) on Investments (2,333) (256) (2,589) NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 8,604 $ 1,462 (48) $ 10,018 - ---------------------------------------------------------------------------------------------------------------------------
* Includes transfer agency fees ** Includes shareholder servicing fees (1) The information presented for the Achievement Short Term Bond Fund is for the year ended July 31, 2000, the Fund's latest semi-annual reporting date. Based on the Fund's stable portfolio and level fee/expense structure, Management believes the information presented is representative of the Fund's statement of operations for the twelve months ended May 31, 2000. (2) To adjust expenses to reflect the Combined Fund's estimated fees and expenses, based on contractual rates or elimination of duplicative services. WELLS FARGO FUNDS - STABLE INCOME FUND PRO FORMA PORTFOLIO OF INVESTMENTS As of May 31, 2000 (Unaudited)
Principal ($000's) Market Value ($000's) - --------------------------------------- ------------------------------ Achievement WF Stable Achievement Pro WF Stable Income Short-Term Pro Forma Coupon Maturity Income Short-Term Forma Fund Bond Fund Combined Security Description Rate Date Fund Bond Fund Combined - ------------------------------------------------------------------------------------------------------------------------------------ ASSET BACKED SECURITIES $ 2,917 $ 0 $ 2,917 Aesop Funding II LLC Series 1997-1 A1 6.22 10/20/2001 $ 2,914 $ 0 2,914 212 0 212 AFC Home Equity Loan Trust Series 1995-2 A1 6.75 7/25/2026 211 0 211 2,975 0 2,975 Capital Auto Receivables Asset Trust Series 6.30 5/15/2004 2,930 0 2,930 1999-2 A4 5,000 0 5,000 Chase Credit Card Master Trust Series 1998-6 A 6.78 9/15/2004 5,016 0 5,016 5,000 0 5,000 Chevy Chase Master Credit Card Trust Series 6.92 10/16/2006 5,021 0 5,021 1998 Class A 2,500 0 2,500 Discover Master Card Trust I Series 1997-4 6.59 4/16/2003 2,500 0 2,500 1,256 0 1,256 EQCC Home Equity Loan Trust Series 1995-3A4 7.10 2/15/2012 1,248 0 1,248 3,637 0 3,637 EQCC Home Equity Loan Trust Series 1998-4 A1F 6.57 1/15/2029 3,666 0 3,666 204 0 204 First Merchants Grantor Trust Series 1996-2 A 6.85 11/15/2001 204 0 204 5,000 0 5,000 First USA Credit Card Master Trust Series 6.73 4/15/2003 5,001 0 5,001 1995-5 A 5,000 0 5,000 First USA Credit Card Master Trust Series 7.01 10/19/2006 4,984 0 4,984 1999-1 B 4,100 0 4,100 Fleet Credit Card Master Trust Series 1996-C 6.27 11/15/2003 4,100 0 4,100 Class A 3,505 0 3,505 Household Consumer Loan Trust Series 1997-1 6.87 3/15/2007 3,504 0 3,504 Class A3 4,691 0 4,691 Household Consumer Loan Trust Series 1997-2 6.53 11/15/2007 4,661 0 4,661 Class A3 18 0 18 Keystone Home Improvement Loan Trust Series 6.99 4/25/2014 18 0 18 1997-P2 Class IA3 750 0 750 Loop Funding Master Trust I Series 1997-AER 7.19 12/26/2007 746 0 746 Class B1 4,500 0 4,500 Loop Funding Master Trust Series 1997-A144 7.19 12/26/2007 4,478 0 4,478 Class B1 5,500 0 5,500 MBNA Master Credit Card Trust Series 1998-I 6.81 10/15/2003 5,513 0 5,513 Class A 4,000 0 4,000 Premier Auto Trust Series 1997-1 Class B 6.55 9/6/2003 3,976 0 3,976 3,800 0 3,800 Rental Car Finance Corporation Series 1997-1 6.45 8/25/2005 3,677 0 3,677 A2 1,926 0 1,926 Sequoia Mortgage Trust Series 2 Class A1 6.15 10/25/2024 1,927 0 1,927 ----------------------------- 66,297 0 66,297 COLLATERALIZED MORTGAGE OBLIGATIONS 726 0 726 Commercial Loan Funding Trust Series I Class A 6.92 8/15/2005 723 0 723 21 0 21 DLJ Mortgage Acceptance Corporation Series 6.41 2/8/2000 21 0 21 1998-STF1 Class A1 2,827 0 2,827 GMAC #1996 C1 A1 6.91 2/15/2006 2,819 0 2,819 362 0 362 Independent National Mortgage Corporation 8.84 12/25/2024 374 0 374 Series 1994 V Class M 1,039 0 1,039 Independent National Mortgage Corporation 8.72 1/25/2025 1,077 0 1,077 Series 1994 X Class A2 2,854 0 2,854 Independent National Mortgage Corporation 7.34 4/25/2025 2,864 0 2,864 Series 1995 E Class A1 3,500 0 3,500 Mall of America Capital Company LLC Series 6.30 3/12/2005 3,500 0 3,500 200-1 A 1,721 0 1,721 Merrill Lynch Mortgage Investors Incorporated 6.83 6/15/2018 1,719 0 1,719 2,943 0 2,943 Merrill Lynch Mortgage Investors Incorporated 6.75 9/15/2023 2,941 0 2,941 Series 1993-F A3 184 0 184 Merrill Lynch Mortgage Investors Incorporated 8.20 1/25/2005 183 0 183 Series 1994-I 2,086 0 2,086 MLCC Mortgage Investors Incorporated Series 6.93 7/15/2019 2,087 0 2,087 1994 A Class A3 3,910 0 3,910 Nationslink Funding 6.48 9/10/2007 3,909 0 3,909 109 0 109 Residential Funding Mortgage Security Series 6.94 8/25/2021 109 0 109 1991 21 BA 16 0 16 RTC Series 1991 M6 A3 8.56 6/25/2021 16 0 16 190 0 190 RTC Series 1991-6 E 11.61 5/25/2024 189 0 189 1,040 0 1,040 RTC Series 1992-18P A4 7.58 4/25/2028 1,040 0 1,040 4,278 0 4,278 RTC Series 1994-1 Class A5 7.28 9/25/2029 4,284 0 4,284 782 0 782 RTC Series 1995-1 A3 7.06 10/25/2028 783 0 783 2,479 0 2,479 SASCO 99-C3 A 7.01 10/21/2013 2,483 0 2,483 3,927 0 3,927 Vendee Mortgage Trust Series 1993-1 Class E 7.00 1/15/2016 3,917 0 3,917 ----------------------------- 35,038 0 35,038 CORPORATE BONDS & NOTES Apparel & Other Finished Products Made From Fabrics & Similar Materials 3,400 0 3,400 V.F. Corporation 9.50 5/1/2001 3,464 0 3,464 Business Services 3,250 0 3,250 First Data Corporation 6.82 9/18/2001 3,222 0 3,222 1,825 0 1,825 Sun Microsystems Incorporated 7.00 8/15/2002 1,798 0 1,798 ----------------------------- 5,020 0 5,020 Chemicals & Allied Products 3,100 0 3,100 Monsanto Company 5.38 12/1/2001 3,017 0 3,017 Communications 2,500 0 2,500 Bell Atlantic Financial 6.30 3/21/2002 2,498 0 2,498 2,000 0 2,000 Cox Communications Incorporated 7.00 8/15/2001 1,978 0 1,978 1,000 0 1,000 Sprint Corporation 8.13 7/15/2002 1,009 0 1,009 2,000 0 2,000 Viacom Incorporated 6.75 1/15/2003 1,945 0 1,945 2,000 0 2,000 WorldCom Incorporated 7.05 11/26/2001 1,998 0 1,998 ----------------------------- 9,428 0 9,428 Domestic Depository Institutions 4,000 0 4,000 BankAmerica Corporation 8.13 2/1/2002 4,025 0 4,025 4,037 0 4,037 Chase Manhattan Corporation 10.13 11/1/2000 4,087 0 4,087 2,490 0 2,490 Citicorp 9.50 2/1/2002 2,571 0 2,571 2,500 0 2,500 Corestates Capital Corporation 9.63 2/15/2001 2,541 0 2,541 2,735 0 2,735 Firstar Bank Milwaukee 6.25 12/1/2002 2,639 0 2,639 2,000 0 2,000 FleetBoston Financial Group 6.46 3/27/2003 1,995 0 1,995 4,000 0 4,000 Mellon Financial Company 9.75 6/15/2001 4,080 0 4,080 2,650 0 2,650 US Bank NA North Dakota 6.58 6/20/2001 2,645 0 2,645 0 1,000 1,000 Bank One, MTN 6.70 03/15/2002 0 989 989 0 1,000 1,000 KeyCorp, MTN 6.75 05/29/2001 0 995 995 ----------------------------- 24,583 1,984 26,567 Eating & Drinking Places 4,000 0 4,000 McDonald's Corporation 6.00 6/23/2002 3,880 0 3,880 Electric, Gas & Sanitary Services 2,000 0 2,000 El Paso Natural Gas 7.75 1/15/2002 1,995 0 1,995 0 375 375 Northern Illinois Gas 6.45 8/1/2001 0 373 373 0 1,000 1,000 Scottish Power PLC, MTN 7.25 09/09/2002 0 998 998 ----------------------------- 1,995 1,371 3,366 Food & Kindred Products 5,350 0 5,350 Whitman Corporation 7.50 8/15/2001 5,330 0 5,330 Food Stores 3,350 0 3,350 Kroger Company 7.13 10/1/2000 3,348 0 3,348 Holding & Other Investment Offices 5,000 0 5,000 Main Place Real Estate Investment 6.94 5/28/2002 4,990 0 4,990 Industrial & Commercial Machinery & Computer Equipment 2,400 0 2,400 Tyco International Limited 6.50 11/1/2001 2,373 0 2,373 Insurance 0 1,000 1,000 Aetna Services 6.75 08/15/2001 0 993 993 Measuring, Analyzing, and Controlling Instruments; Photographic, Medical & Optical Goods 1,600 0 1,600 Bausch & Lomb Incorporated 6.15 8/1/2001 1,564 0 1,564 Miscellaneous Retail 2,900 0 2,900 Rite Aid Corporation 6.70 12/15/2001 2,378 0 2,378 0 1,000 1,000 J.C. Penney, MTN 6.38 09/15/2000 0 996 996 0 1,000 1,000 Sears Roebuck Acceptance, MTN 6.40 09/25/2000 0 999 999 ----------------------------- 2,378 1,995 4,373 Nondepository Credit Institutions 3,850 0 3,850 Caterpillar Financial Services 6.69 8/1/2002 3,850 0 3,850 3,900 0 3,900 Ford Capital BV 9.38 5/15/2001 3,959 0 3,959 3,200 0 3,200 General Electric Capital Corporation 6.29 12/15/2001 3,152 0 3,152 1,500 0 1,500 Transamerica Financial 6.41 6/20/2000 1,500 0 1,500 1,000 0 1,000 Transamerica Financial 6.36 6/26/2000 1,000 0 1,000 2,700 0 2,700 USAA Capital Corporation 6.90 11/1/2002 2,656 0 2,656 0 1,000 1,000 Bear Stearns 6.75 05/01/2001 0 994 994 0 1,000 1,000 Beneficial, MTN 6.33 12/18/2000 0 998 998 0 1,000 1,000 International Lease Finance 5.45 01/04/2002 0 971 971 0 1,000 1,000 John Deere Capital, MTN 6.15 08/01/2000 0 1,000 1,000 ----------------------------- 16,117 3,963 20,080 Oil & Gas Extraction 2,000 0 2,000 Enron Corporation 9.13 4/1/2003 2,050 0 2,050 Paper & Paper Products 0 1,000 1,000 Mead Corporaton 6.60 03/01/2002 0 991 991 Security & Commodity Brokers, Dealers, Exchanges & Service 2,000 0 2,000 Charles Schwab Corporation 7.36 4/25/2002 1,985 0 1,985 2,750 0 2,750 Merrill Lynch & Company Incorporated 6.70 5/30/2001 2,750 0 2,750 2,375 0 2,375 Paine Webber Group Incorporated 6.36 6/26/2001 2,364 0 2,364 0 1,000 1,000 Goldman Sachs Group LP 6.20 12/15/2000 0 997 997 0 1,000 1,000 Merrill Lynch 6.50 04/01/2001 0 996 996 ----------------------------- 7,099 1,993 9,092 Stone, Clay, Glass & Concrete Products 3,475 0 3,475 Newell Company 6.18 7/11/2000 3,475 0 3,475 Telephones & Telecommunications 0 1,000 1,000 Lucent Technologies 6.90 07/15/2001 0 1,001 1,001 Transportation By Air 4,000 0 4,000 Southwest Airlines Company 9.40 7/1/2001 4,080 0 4,080 Transportation Services 4,000 0 4,000 Daimler Chrysler 6.67 9/25/2001 3,945 0 3,945 Wholesale Trade-Nondurable Goods 1,750 0 1,750 Safeway Incorporated 7.00 9/15/2002 1,717 0 1,717 TOTAL CORPORATE BONDS & NOTES 109,853 14,291 124,144 YANKEE BONDS 0 1,000 1,000 General Motors Acceptance 5.50 01/14/2002 0 976 976 0 1,000 1,000 Household Finance 8.00 05/09/2005 0 1,010 1,010 ----------------------------- 0 1,986 1,986 MUNICIPAL BONDS & NOTES 3,300 0 3,300 Connecticut State GO Bonds Taxable Series A 5.70 1/15/2001 3,272 0 3,272 2,215 0 2,215 Cow Creek Bank Umpqua Tribe of Indians AMBAC 6.20 7/1/2003 2,135 0 2,135 Insured 3,145 0 3,145 Denver CO City and County SD #1 Educational 6.34 12/15/2000 3,132 0 3,132 Facilities RV Taxable Pension School Facilities Lease AMBAC insured 2,000 0 2,000 Hudson County NJ GO Bonds FSA insured 6.09 9/1/2005 1,929 0 1,929 2,005 0 2,005 Michigan State Taxable-Clean Initiative GO 6.75 11/1/2002 1,989 0 1,989 Bonds Series B 5,000 0 5,000 New York NY GO Bonds 6.10 8/1/2001 4,904 0 4,904 4,000 0 4,000 New York State GO Bonds Series C 6.13 3/1/2002 3,918 0 3,918 2,200 0 2,200 North Carolina State Taxable-Public 6.70 3/1/2001 2,189 0 2,189 Improvement GO Bonds Series B 2,590 0 2,590 Seattle WA GO Bonds Series B 7.10 1/15/2004 2,571 0 2,571 1,870 0 1,870 Washington State GO Bonds State Housing Trust 6.60 1/1/2001 1,864 0 1,864 Fund Series T ----------------------------- 27,903 0 27,903 U.S. GOVERNMENT AGENCY OBLIGATIONS Federal Home Loan Bank 0 1,000 1,000 Federal Home Loan Bank 5.44 01/29/2002 0 979 979 0 2,000 2,000 Federal Home Loan Bank 6.08 07/08/2002 0 1,971 1,971 0 1,000 1,000 Federal Home Loan Bank 7.25 02/28/2003 0 1,001 1,001 0 1,000 1,000 Federal Home Loan Bank 7.25 05/13/2005 0 1,010 1,010 ----------------------------- 0 4,961 4,961 Federal Home Loan Mortgage Corporation 4,000 0 4,000 FHLMC #1192 I 7.50 1/15/2007 3,995 0 3,995 83 0 83 FHLMC #410220 7.20 10/1/2025 83 0 83 3,634 0 3,634 FHLMC #786614 6.08 8/1/2025 3,491 0 3,491 5,011 0 5,011 FHLMC #786702 5.78 6/1/2029 4,904 0 4,904 486 0 486 FHLMC #845151 7.03 6/1/2022 496 0 496 156 0 156 FHLMC #846367 7.52 4/1/2029 160 0 160 5,000 0 5,000 FHLMC #2091 NA 5.50 3/15/2004 4,937 0 4,937 5,000 0 5,000 FHLMC #2091 PC 6.00 6/15/2016 4,793 0 4,793 0 1,000 1,000 FHLMC 6.25 10/15/2002 0 987 987 ----------------------------- 22,859 987 23,846 Federal National Mortgage Association 153 0 153 FNMA #331866 7.54 12/1/2025 155 0 155 179 0 179 FNMA #318464 7.49 4/1/2025 182 0 182 188 0 188 FNMA #46698 6.89 12/1/2015 189 0 189 202 0 202 FNMA #220706 6.61 6/1/2023 204 0 204 504 0 504 FNMA #321051 6.97 8/1/2025 513 0 513 1,024 0 1,024 FNMA #155506 8.18 4/1/2022 1,046 0 1,046 1,611 0 1,611 FNMA #1994 M2 A 6.63 2/25/2001 1,601 0 1,601 1,892 0 1,892 FNMA #190815 6.21 7/1/2017 1,840 0 1,840 2,481 0 2,481 FNMA #519047 5.93 9/1/2029 2,488 0 2,488 14,502 0 14,502 FNMA #535236 6.00 9/1/2006 13,751 0 13,751 15,000 0 15,000 FNMA 5.38 3/15/2002 14,539 0 14,539 6,229 0 6,229 FNMA 1991 146 6,272 0 6,272 6,200 0 6,200 FNMA 1999-19 6,094 0 6,094 7,100 0 7,100 FNMA 1999-19 7,023 0 7,023 0 1,000 1,000 FNMA, MTN 5.41 02/04/2002 0 975 975 0 1,000 1,000 FNMA, MTN 6.50 09/05/2002 0 987 987 ----------------------------- 55,897 1,962 57,859 Government National Mortgage Association 4,353 0 4,353 GNMA #780533 7.00 7/15/2008 4,243 0 4,243 Small Business Administration 30 0 30 SBA #501973 10.63 12/25/2001 31 0 31 49 0 49 SBA #500276 10.88 5/25/2007 53 0 53 54 0 54 SBA #500025 8.88 12/25/2010 56 0 56 55 0 55 SBA #502974 9.63 1/25/2010 58 0 58 64 0 64 SBA #502083 8.88 11/25/2004 66 0 66 75 0 75 SBA #502966 10.23 5/25/2015 81 0 81 78 0 78 SBA #500569 10.88 6/25/2008 84 0 84 88 0 88 SBA #502241 8.88 4/25/2003 89 0 89 109 0 109 SBA #500299 10.88 6/25/2007 117 0 117 163 0 163 SBA #502583 10.23 9/25/2003 168 0 168 278 0 278 SBA #501224 7.75 6/25/2015 286 0 286 283 0 283 SBA #500957 9.25 7/25/2014 300 0 300 316 0 316 SBA #500664 8.88 3/25/2004 324 0 324 527 0 527 SBA #503405 9.38 5/25/2013 562 0 562 856 0 856 SBA #503664 9.47 1/25/2013 910 0 910 1,043 0 1,043 SBA #503658 10.13 9/25/2010 1,120 0 1,120 1,708 0 1,708 SBA #503611 8.88 12/25/2021 1,807 0 1,807 ----------------------------- 6,112 0 6,112 Tennessee Valley Authority 3,020 0 3,020 TVA 6.24 7/15/2045 2,978 0 2,978 TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 92,091 7,910 100,001 U.S. TREASURY OBLIGATIONS 0 1,000 1,000 U.S. Treasury Notes 6.38 09/30/2001 0 999 999 0 1,000 1,000 U.S. Treasury Notes 6.13 12/31/2001 0 996 996 0 1,000 1,000 U.S. Treasury Notes 6.25 01/31/2002 0 998 998 ----------------------------- 0 2,993 2,993 SHORT-TERM INVESTMENTS 5,509 0 5,509 Banc of America Securities LLC Pooled 5,509 0 5,509 0 919,181 919,181 SEI Daily Income Trust Money Market Portfolio 0 919 919 0 71,174 71,174 SEI Daily Income Trust Prime Obligation Portfolio 0 71 71 ----------------------------- 5,509 990 6,499 SUB-TOTALS $ 336,682 $ 28,170 $364,852 PORTION OF CORE PORTFOLIO NOT OWNED BY STABLE INCOME FUND (133,887) 0(133,887) TOTAL INVESTMENTS, AT MARKET VALUE $ 202,795 $ 28,170 $230,965 ============================= TOTAL INVESTMENTS, AT COST $ 205,090 $ 28,596 $233,686 =============================
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. No Covered Person shall be liable to the Trust or to any Shareholder for any loss, damage or claim incurred by reason of any act performed or omitted by such Covered Person in good faith on behalf of the Trust, a Series or a Class, and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Declaration, except that a Covered Person shall be liable for any loss, damage or claim incurred by reason of such Covered Person's bad faith, gross negligence, willful misconduct or reckless disregard of the duties involved in the conduct of his or her office. Section 2. Mandatory Indemnification. (a) Subject only to the express limitations in the 1940 Act or other applicable laws, the Trust or the appropriate Series shall indemnify each of its Covered Persons to the fullest extent permitted under the 1940 Act and other applicable laws, including: (i) against all liabilities and expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred in the settlement thereof (ii) As used herein, the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words "liability" and "expenses" shall include, without limitation, reasonable attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. (b) The rights of indemnification herein provided may be insured against by policies of insurance maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person. C-1 (c) To the maximum extent permitted by the 1940 Act and other applicable laws, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Section shall be paid by the Trust or applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Section; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Section; provided, however, that the Trust shall not be obligated to pay the expenses of any agent acting pursuant to a written contract with the Trust, except to the extent required by such contract; (d) Any repeal or modification of this Article IX shall be prospective only, to the extent that such repeal or modification would, if applied retrospectively, affect any limitation on the liability of any Covered Person in an a manner that would be adverse to such Covered Person or affect any indemnification available to any Covered Person in a manner that would be adverse to such Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption. Item 16. EXHIBITS. All references to the "Registration Statement" in the following list of Exhibits refer to the Registrant's Registration Statement on Form N-1A (File Nos. 333-74295; 811-09253). Exhibit Number Description (1) Amended and Restated Declaration of Trust dated August 19, 1999, is incorporated by reference to Post-Effective Amendment No. 8 to the Registration Statement, filed on December 17, 1999. (2) Not applicable (3) Not Applicable. (4) Form of Agreement and Plan of Reorganization, filed herewith. (5) Not Applicable. C-2 Exhibit Number Description (6)(a) Investment Advisory Agreement between the Registrant and Wells Fargo Bank, N.A., dated November 8, 1999, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(b) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Barclays Global Fund Advisors, dated November 8, 1999, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(c) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Dresdner RCM Global Investors LLC, dated July 25, 2000, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(d) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Galliard Capital Management, Inc., dated November 8, 1999, is incorporated by reference to Post- Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(e) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Peregrine Capital Management, Inc., dated November 8, 1999, is incorporated by reference to Post- Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(f) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Schroder Investment Management North America, Inc., dated November 8, 1999, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(g) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Smith Asset Management Group, L.P., dated November 8, 1999 as amended July 25, 2000, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (6)(h) Sub-Advisory Agreement between the Registrant, Wells Fargo Bank, N.A. and Wells Capital Management Incorporated, dated November 8, 1999, is incorporated by reference to Post- Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. C-3 Exhibit Number Description (7) Distribution Agreement with Stephens Inc. and form of Selling Agreement, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (8) Not Applicable. (9)(a) Custody Agreement between Registrant and Wells Fargo Bank Minnesota, N.A. dated November 8, 1999, as amended July 25, 2000, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (9)(b) Custody Agreement between Registrant and Barclays Global Investors, dated November 8, 1999 as amended July 25, 2000, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (10) Distribution Plan adopted under Rule 12b-1 of the 1940 Act, dated November 8, 1999, is incorporated by reference to Post- Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. (11) Opinion and Consent of Counsel - Morrison & Foerster LLP, filed herewith. (12) See Item 17(3) of this Part C. (13)(a) Fee and Expense Agreement between Registrant and Wells Fargo Bank, N.A. dated July 25, 2000, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. 13(b) Administration Agreement between Registrant and Wells Fargo Bank, N.A., dated November 8, 1999, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. 13(c) Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc., dated November 8, 1999, is incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement, filed on October 30, 2000. C-4 Exhibit Number Description (14)(a) Consent of Independent Auditors of Wells Fargo Funds Trust - KPMG LLP to the use of the reports dated July 10, 2000 for the Wells Fargo Income and Stable Income Funds, and August 7, 2000 for the Wells Fargo National Tax-Free Fund, filed herewith. The consent to use the report concerning the audited financial statements as of September 30, 2000 for the Wells Fargo Asset Allocation and Growth Funds will be filed by amendment. (14)(b) Consent of Independent Auditors of The Achievement Funds Trust -Deloitte & Touche LLP, filed herewith. (15) Not Applicable. (16) Powers of Attorney, filed herewith. (17) Form of Proxy Ballot, filed herewith. ITEM 17. UNDERTAKINGS. (1) Wells Fargo Funds agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145 (c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel or a copy of an IRS ruling supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion or ruling, but in any event no later than one business day after consummation of the Reorganization. C-5 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 3rd day of November, 2000. WELLS FARGO FUNDS TRUST By: /s/ Christopher Bellonzi ________________________ Christopher Bellonzi Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment to the Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the 3rd day of November, 2000. SIGNATURES TITLE ________________________________ President and/or Principal Executive Michael J. Hogan* Officer ________________________________ Treasurer and/or Principal Financial Karla M. Rabusch* Officer A Majority of the Trustees* Robert C. Brown Trustee Donald H. Burkhardt Trustee Jack S. Euphrat Trustee Thomas S. Goho Trustee Peter G. Gordon Trustee W. Rodney Hughes Trustee Richard M. Leach Trustee J. Tucker Morse Trustee Timothy J. Penny Trustee Donald C. Willeke Trustee *By: /s/ Christopher Bellonzi __________________________ Christopher Bellonzi (Attorney-in-Fact) C-6 WELLS FARGO FUNDS TRUST N-14 Exhibit Index
Exhibit Number Description - -------------- ----------- 4 Form of Agreement and Plan of Reorganization. 11 Opinion and Consent of Counsel - Morrison & Foerster LLP. 14(a) Independent Auditors' Consent - KPMG LLP. 14(b) Independent Auditors' Consent - Deloitte & Touche LLP. 16 Powers of Attorney 17 Form of Proxy Ballot
E-1 EX-4 2 0002.txt FORM OF AGREEMENT AND PLAN OF REORGANIZATION Exhibit 4 --------- WELLS FARGO FUNDS TRUST AND THE ACHIEVEMENT FUNDS TRUST DRAFT AGREEMENT AND PLAN OF REORGANIZATION Dated as of November 15, 2000 E-2 This AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") is made as of this ---- 15th day of November, 2000, by and between Wells Fargo Funds Trust ("Wells Fargo ----------- Funds"), a Delaware business trust, for itself and on behalf of its series - ----- listed in the Acquiring Funds column below (each an "Acquiring Fund") and The -------------- Achievement Funds Trust ("Achievement Funds"), a Massachusetts business trust, ----------------- for itself and on behalf of its series listed in the Target Funds column below (each a "Target Fund"). -----------
- -------------------------------------------------------------------- Target Funds Acquiring Funds - -------------------------------------------------------------------- Equity Fund Growth Fund - -------------------------------------------------------------------- Balanced Fund Asset Allocation Fund - -------------------------------------------------------------------- Municipal Bond Fund National Tax-Free Fund - -------------------------------------------------------------------- Idaho Municipal Bond Fund National Tax-Free Fund - -------------------------------------------------------------------- Intermediate Term Bond Fund Income Fund - -------------------------------------------------------------------- Short Term Bond Fund Stable Income Fund - --------------------------------------------------------------------
WHEREAS, Wells Fargo Funds and Achievement Funds are open-end management investment companies registered with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"); --- -------- WHEREAS, the parties desire that each Acquiring Fund acquire the assets and assume the liabilities of the Target Fund listed opposite the Acquiring Fund ("Corresponding Target") in exchange for shares of equal value of the Acquiring -------------------- Fund and the distribution of the shares of the Acquiring Fund to the shareholders of the Corresponding Target in connection with the liquidation and termination of the Corresponding Target (each transaction between an Acquiring Fund and its Corresponding Target, a "Reorganization"); and -------------- WHEREAS, the parties intend that each Reorganization qualify as a "reorganization," within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that each Acquiring Fund and its ---- Corresponding Target be a "party to a reorganization," within the meaning of Section 368(b) of the Code, with respect to that Reorganization; NOW, THEREFORE, in accordance with the mutual promises described herein, the parties agree as follows: 1. Definitions. ------------ The following terms shall have the following meanings: 1933 Act........................... The Securities Act of 1933, as amended. - -------- 1934 Act........................... The Securities Exchange Act of 1934, as - -------- amended. Acquiring Class.................... The class of an Acquiring Fund's shares - --------------- that Wells Fargo Funds will issue to the shareholders of the Corresponding Target Class as set forth in the Corresponding Classes Table in Schedule A. E-3 Acquiring Fund Financial The audited financial statements of each - ------------------------ Statements......................... Acquiring Fund for its most recently - ---------- completed fiscal year and, if applicable, the unaudited financial statements of each Acquiring Fund for its most recently completed semi-annual period. Assets............................. All property and assets of any kind and all - ------ interests, rights, privileges and powers of or attributable to a Fund, whether or not determinable at the appropriate Effective Time and wherever located. Assets include all cash, cash equivalents, securities, claims (whether absolute or contingent, Known or unknown, accrued or unaccrued or conditional or unmatured), contract rights and receivables (including dividend and interest receivables) owned by a Fund and any deferred or prepaid expense shown as an asset on the Target Fund's books. Assets List........................ A list of securities and other Assets and - ----------- Known Liabilities of or attributable to a Target Fund as of the date provided to Wells Fargo Funds. Closing Date....................... February 23, 2001, or such other dates as - ------------ the parties may agree to in writing with respect to a Reorganization. Corresponding Target Class......... The Target share class set forth opposite - -------------------------- an Acquiring Class in the Corresponding Classes Table on Schedule A. Effective Time..................... 9:00 a.m. Eastern Time on the business day - -------------- following the Closing Date of a Reorganization, or such other time and date as the parties may agree to in writing. Fund............................... An Acquiring Fund or a Target Fund. - ---- Holding Company Merger - ---------------------- Date............................... The date of the closing of the acquisition - ---- of First Security Corporation by Wells Fargo & Company. HSR Act............................ The Hart-Scott-Rodino Antitrust - ------- Improvements Act of 1976, as amended. Know, Known or Knowledge........... Known after reasonable inquiry. - ------------------------ Liabilities........................ All liabilities of, allocated or - ----------- attributable to, a Fund, whether Known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured. N-14 Registration Statement........ The Registration Statement of Wells Fargo - --------------------------- Funds on Form N-14 under the 1940 Act that will register the shares of the Acquiring Funds to be issued in the Reorganizations and will include the E-4 proxy materials necessary for the shareholders of the Corresponding Target Funds to approve the Reorganizations. Material Agreements................ The agreements set forth in Schedule B, as - ------------------- may be amended from time to time. Reorganization Documents........... Such bills of sale, assignments, and other - ------------------------ instruments of transfer as Wells Fargo Funds or Achievement Funds deems desirable for a Target Fund to transfer to an Acquiring Fund all right and title to and interest in the Corresponding Target Fund's Assets and Liabilities and for the Acquiring Fund to assume the Corresponding Target Fund's Assets and Liabilities. Schedule A......................... Schedule A to this Plan. - ---------- Schedule B......................... Schedule B to this Plan, as may be amended - ---------- from time to time. Target Financial Statements........ The audited financial statements of each - --------------------------- Target Fund for its most recently completed fiscal year and, if applicable, the unaudited financial statements of each Target Fund for its most recently completed semi-annual period. Valuation Time..................... The time on a Reorganization's Closing - -------------- Date, the business day immediately preceding the Closing Date if the Closing Date is not a business day or such other time as the parties may agree to in writing, that Wells Fargo Funds determines the net asset value of the shares of the Acquiring Fund and Achievement Funds determines the net value of the Assets of or attributable to the Corresponding Target Fund. Unless otherwise agreed to in writing, the Valuation Time of a Reorganization shall be at the time of day then set forth in the Acquiring Fund's and Target Fund's Registration Statement on Form N-1A as the time of day at which net asset value is calculated. E-5 2. Regulatory Filings and Shareholder Action. ----------------------------------------- (a) Wells Fargo Funds shall promptly prepare and file the N-14 Registration Statement with the SEC. Wells Fargo Funds also shall make any other required filings including, without limitation, filings with state or foreign securities regulatory authorities. (b) Achievement Funds shall assist Wells Fargo Funds in preparing the N-14 Registration Statement. Achievement Funds also shall make any other filings required of it. (c) The parties shall seek an order of the SEC, if appropriate, providing them with any necessary relief from the 1940 Act to permit them to consummate the transactions contemplated by this Plan. (d) As soon as practicable after the effective date of the N-14 Registration Statement, Achievement Funds shall hold Target Fund shareholder meetings to consider and approve this Plan, the Reorganizations and such other matters as the Board of Trustees of Achievement Funds may determine. 3. Transfer of Target Fund Assets. Achievement Funds and Wells Fargo ------------------------------ Funds shall take the following steps with respect to each Reorganization: (a) On or prior to the Closing Date, Achievement Funds shall endeavor to pay or make reasonable provision to pay out of the Target Fund's Assets all of the Liabilities, expenses, costs and charges of or attributable to the Target Fund that are Known to Achievement Funds and that are due and payable as of the Closing Date. (b) At the Effective Time, Achievement Funds shall assign, transfer, deliver and convey all of the Target Fund's Assets to the Acquiring Fund. Wells Fargo Funds shall then accept the Target Fund's Assets and assume the Target Fund's Liabilities such that at and after the Effective Time (i) all of the Target Fund's Assets at or after the Effective Time shall become and be the Assets of the Acquiring Fund and (ii) all of the Target Fund's Liabilities at the Effective Time shall attach to the Acquiring Fund, enforceable against the Acquiring Fund to the same extent as if initially incurred by the Acquiring Fund. (c) Within a reasonable time prior to the Closing Date (but in no event until after the Holding Company Merger Date), Achievement Funds shall provide, if requested, the Target Fund's Assets List to Wells Fargo Funds. The parties agree that the Target Fund may sell any asset on the Assets List prior to the Target Fund's Effective Time. Within a reasonable time after receipt of the Assets List and prior to the Closing Date, Wells Fargo Funds will advise Achievement Funds in writing of any investments shown on the Assets List that Wells Fargo Funds has reasonably determined to be impermissible or inconsistent with the fundamental investment objective, policies and restrictions of the Acquiring Fund. Upon request of Wells Fargo Funds, Achievement Funds will seek to dispose of any such securities prior to the Closing Date to the extent practicable and consistent with applicable legal requirements, including the Target Fund's investment objectives, policies and restrictions. In addition, if Wells Fargo Funds determines that, as a result of the Reorganization, the Acquiring Fund would own an aggregate E-6 amount of an investment that would exceed a percentage limitation applicable to the Acquiring Fund, Wells Fargo Funds will advise Achievement Funds in writing of any such limitation and Achievement Funds shall seek to dispose of a sufficient amount of such investment as may be necessary to avoid exceeding the limitation as of the Effective Time, to the extent practicable and consistent with applicable legal requirements, including the Target Fund's investment objectives, policies and restrictions. (d) Achievement Funds shall assign, transfer, deliver and convey each Target Fund's Assets to the corresponding Acquiring Fund at the Reorganization's Effective Time on the following bases: (1) In exchange for the transfer of the Assets, Wells Fargo Funds shall simultaneously issue and deliver to the Target Fund full and fractional shares of beneficial interest of each Acquiring Class. Wells Fargo Funds shall determine the number of shares of each Acquiring Class to issue by dividing the net value of the Assets attributable to the Corresponding Target Class by the net asset value of one Acquiring Class share. Based on this calculation, Wells Fargo Funds shall issue shares of beneficial interest of each Acquiring Class with an aggregate net asset value equal to the net value of the Assets of the Corresponding Target Class. (2) The parties shall determine the net asset value of the Acquiring Fund shares to be delivered, and the net value of the Assets to be conveyed, as of the Valuation Time substantially in accordance with Wells Fargo Funds current valuation procedures, a copy of which has been furnished to Achievement Funds. 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) Achievement Funds shall cause its custodian to transfer the Target Fund's Assets with good and marketable title to the custodian for the account of the corresponding Acquiring Fund. Achievement Funds shall cause its custodian to transfer all cash in the form of immediately available funds payable to the order of the Wells Fargo Funds custodian for the account of the Acquiring Fund. Achievement Funds shall cause its custodian to transfer any Assets that were not transferred to the corresponding Acquiring Fund's custodian at the Effective Time to the corresponding Acquiring Fund's custodian at the earliest practicable date thereafter. (e) Promptly after the Closing Date, Achievement Funds will deliver to Wells Fargo Funds a Statement of Assets and Liabilities of each Target Fund as of the Closing Date. 4. Liquidation and Termination of Target Funds, Registration of Shares ------------------------------------------------------------------- and Access to Records. Achievement Funds and Wells Fargo Funds also shall take - --------------------- the following steps for each Reorganization: (a) At or as soon as reasonably practical after the Effective Time, Achievement Funds shall dissolve and liquidate the Target Fund in accordance with applicable law and its E-7 Master Trust Agreement 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 Achievement Funds declared with respect to the shareholder's Corresponding Target Class shares before the Effective Time. Wells Fargo Funds shall record on its books the ownership by the shareholders of the respective Acquiring Fund shares; Achievement Funds shall simultaneously redeem and cancel on its books all of the issued and outstanding shares of each Corresponding Target Class. Wells Fargo Funds shall issue certificates representing the Acquiring Fund shares only if it is in accordance with the then current Acquiring Fund's Declaration of Trust or prospectus; provided, however, that Wells Fargo Funds shall not issue -------- ------- certificates representing Acquiring Fund shares to replace certificates representing Target Fund shares unless the Target Fund share certificates are first surrendered to Wells Fargo Funds. Achievement Funds shall wind up the affairs of the Target Fund and shall take all steps as are necessary and proper to terminate its existence as a Massachusetts business trust as soon as is reasonably possible after the Effective Time and in accordance with all applicable laws and regulations. The winding-up of the affairs of a Target Fund shall not cause the affairs of any other Target Fund to wind-up. (b) If a former Target Fund shareholder requests a change in the registration of the shareholder's Acquiring Fund shares to a person other than the shareholder, Wells Fargo Funds shall require the shareholder to (i) furnish Wells Fargo Funds an instrument of transfer properly endorsed, accompanied by any required signature guarantees and otherwise in proper form for transfer; (ii) if any of the shares are outstanding in certificated form, deliver to Wells Fargo Funds the certificate representing such shares; and (iii) pay to the Acquiring Fund any transfer or other taxes required by reason of such registration or establish to the reasonable satisfaction of Wells Fargo Funds that such tax has been paid or does not apply. (c) At and after the Closing Date, Achievement Funds shall provide Wells Fargo Funds and its transfer agent with immediate access to: (i) all records containing the names, addresses and taxpayer identification numbers of all of the Target Fund shareholders and the number and percentage ownership of the outstanding shares of the Corresponding Target Classes owned by each shareholder as of the Effective Time and (ii) all original documentation (including all applicable Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Target Fund shareholders' taxpayer identification numbers and their liability for or exemption from back- up withholding. Prior to the Closing Date, Achievement Funds shall direct each of its service providers that maintain records with respect to a Target Fund as required by Section 31 of, and Rules 31a-1 and 31a-2 under, the 1940 Act to continue to preserve and maintain such records as required by such Section and Rules, unless Wells Fargo Funds direct that such records be delivered to Wells Fargo Funds or a service provider to the Wells Fargo Funds. As soon as practicable following the Reorganization with respect to a Target Fund, Achievement Funds shall deliver all books and records with respect to the Target Fund in its possession to Wells Fargo and Wells Fargo shall thereafter have the responsibility to preserve and maintain, or to cause its service providers to preserve and maintain, all such records received by it in accordance with Section 31 of, and Rule 31a-1 and 31a-2 under, the 1940 Act. E-8 5. Certain Representations, Warranties and Agreements of Achievement ----------------------------------------------------------------- Funds. Achievement Funds, on behalf of itself and, as appropriate, the Target - ----- Funds, represents and warrants to, and agrees with, Wells Fargo Funds as follows: (a) Achievement Funds is a business trust duly created, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. The Board of Trustees of Achievement Funds duly established and designated each Target Fund as a series of Achievement Funds and each class of a Target Fund as a class of the Target Fund. Achievement Funds is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) Achievement Funds has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and Assets, to carry on its business as now being conducted and described in its currently effective Registration Statement on Form N-1A, to enter into this Plan and to consummate the transactions contemplated herein. (c) The Board of Trustees of Achievement Funds has duly authorized the execution and delivery of the Plan and the transactions contemplated herein. Duly authorized officers of Achievement Funds have executed and delivered the Plan. The Plan represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, bankruptcy reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Plan does not, and, subject to the approval of shareholders referred to in Section 2, the consummation of the transactions contemplated by this Plan will not, violate Achievement Funds' Master Trust Agreement or By-Laws or any Material Agreement. Except for the approval of Target Fund shareholders, Achievement Funds does not need to take any other action to authorize its officers to effectuate this Plan and the transactions contemplated herein. (d) Each Target Fund has qualified as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, in respect of each taxable year since the commencement of its operations and qualifies and shall continue to qualify as a regulated investment company for its taxable year ending upon its liquidation. (e) The materials included within the N-14 Registration Statement when filed with the SEC, when Part A of the N-14 Registration Statement is distributed to shareholders, at the time of the Target Fund shareholder meetings for the Reorganizations and at the Effective Time of each Reorganization, insofar as they relate to Achievement Funds and each Target Fund shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made. (f) Achievement Funds has duly authorized and validly issued all of the issued and outstanding shares of each Target Fund and all of the shares are validly outstanding, fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. There are no outstanding options, E-9 warrants or other rights to subscribe for or purchase any Target Fund shares, nor are there any securities convertible into Target Fund shares. (g) Each Target 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 Target Fund is in compliance in all materials 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 net assets of each Target Fund is determined using portfolio valuation methods that comply in all material respects with the requirements of the 1940 Act and the policies of such Target Fund and all purchases and redemptions of Target Fund shares have been effected at the net asset value per share calculated in such a manner. (h) Achievement Funds shall operate the business of each Target Fund in the ordinary course between the date hereof and the Effective Time of the Fund's Reorganization, it being agreed that such ordinary course of business will include the transactions described in Subsection 3(c), the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable by mutual agreement of Achievement Funds and Wells Fargo Funds in anticipation of the Fund's Reorganization. (i) At a Target Fund's Effective Time, the relevant Target Fund will have good and marketable title to the Target Fund's Assets and full right, power and authority to assign, transfer, deliver and convey such Assets. (j) The Target Financial Statements, copies of which have been previously delivered to Wells Fargo Funds, fairly present the financial position of each Target Fund as of the Fund's most recent fiscal year-end and the results of the Fund's operations and changes in the Fund's net Assets for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied. (k) To the Knowledge of Achievement Funds, no Target Fund has any Liabilities, whether or not determined or determinable, other than the Liabilities disclosed or provided for in the Target Financial Statements or Liabilities incurred in the ordinary course of business subsequent to the date of the Assets List required by Section 3(c) of this Plan. (l) Achievement Funds does not Know of any claims, actions, suits, investigations or proceedings of any type pending or threatened against Achievement Funds or any Target Fund or its Assets or businesses. Achievement Funds does not Know of any facts that it currently has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against Achievement Funds or any Target Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts, provided all customary performance disclosures have been made. Neither Achievement Funds nor any Target Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect, its financial condition, results of E-10 operations, business, properties or Assets or its ability to consummate the transactions contemplated by the Plan. (m) Except for contracts, agreements, franchises, licenses or permits entered into or granted in the ordinary course of its business, in each case under which no material default exists, Achievement Funds is not a party to or subject to any material contract, debt instrument, employee benefit plan, lease, franchise, license or permit of any kind or nature whatsoever on behalf of any Target Fund. (n) Achievement Funds has filed the federal income tax returns of each Target Fund for all taxable years to and including the Fund's most recent taxable year (unless a valid extension for filing has been properly submitted as to any such taxable year), and has paid all taxes payable pursuant to such returns. To the Knowledge of Achievement Funds, no such return is currently under audit and no assessment has been asserted with respect to such returns. Achievement Funds will file the federal income tax returns of each Target Fund for its next taxable year (and for any previous taxable year that is subject to a valid extension) on or before their due date, as the same may be properly extended. (o) Since the date of the Target Financial Statements, there has been no material adverse change in the financial condition, results of operations, business, properties or Assets of any Target Fund. For purposes of this provision, investment underperformance, negative investment performance or net redemptions shall not be deemed to constitute such facts, provided all customary performance disclosures have been made. 6. Certain Representations, Warranties and Agreements of Wells Fargo ----------------------------------------------------------------- Funds. Wells Fargo Funds, on behalf of itself and, as appropriate, the - ----- Acquiring Funds, represents and warrants to, and agrees with Achievement Funds as follows: (a) Wells Fargo Funds is a business trust duly created, validly existing and in good standing under the laws of the State of Delaware. The Board of Trustees of Wells Fargo Funds duly established and designated each Acquiring Fund as a series of Wells Fargo Funds and each Acquiring Class as a class of the Acquiring Fund. Wells Fargo Funds is registered with the SEC as an open-end management investment company under the 1940 Act. (b) Wells Fargo Funds has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and Assets, to carry on its business as described in its Registration Statement on Form N-1A as filed with the SEC, to enter into this Plan and to consummate the transactions contemplated herein. (c) The Board of Trustees of Wells Fargo Funds has duly authorized execution and delivery of the Plan and the transactions contemplated herein. Duly authorized officers of Wells Fargo Funds have executed and delivered the Plan. The Plan represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Plan does not, and the consummation of the transactions E-11 contemplated by this Plan will not, violate the Declaration of Trust of Wells Fargo Funds or any Material Agreement. Wells Fargo Funds does not need to take any other action to authorize its officers to effectuate the Plan and the transactions contemplated herein. (d) Each Acquiring Fund has qualified as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of each taxable year since commencement of its operations and qualifies and shall continue to qualify as a regulated investment company for its current taxable year. (e) The N-14 Registration Statement, when filed with the SEC, when Part A of the N-14 Registration Statement is distributed to shareholders, at the time of the Target Fund shareholder meetings for the Reorganizations and at the Effective Time of each Reorganization, insofar as it relates to Wells Fargo Funds, the Acquiring Funds or the Acquiring Classes: (i) shall comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, the rules and regulations thereunder and state securities laws and (ii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances in which they were made. (f) Wells Fargo Funds shall duly authorize the Acquiring Fund shares to be issued and delivered to each Corresponding Target Fund as of the Target Fund's Effective Time. When issued and delivered, the Acquiring Fund shares shall have been registered for sale under the Securities Act of 1933 and shall be duly and validly issued, fully paid and non-assessable, and no shareholder of any Acquiring Fund shall have any preemptive right of subscription or purchase in respect of them. There are no outstanding options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor are there any securities convertible into Acquiring Fund shares. (g) Each Acquiring 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 Acquiring Fund is in compliance in all materials 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 net assets of each Acquiring Fund is 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 and all purchases and redemptions of Acquiring Fund shares have been effected at the net asset value per share calculated in such a manner. (h) Wells Fargo Funds does not Know of any claims, actions, suits, investigations or proceedings of any type pending or threatened against Wells Fargo Funds or any Acquiring Fund or its Assets or businesses. There are no facts that Wells Fargo Funds currently has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against Wells Fargo Funds or any Acquiring Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts, provided all customary performance disclosures have been made. Neither Wells Fargo Funds nor any Acquiring Fund is a party to or subject to the E-12 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. (i) Except for contracts, agreements, franchises, licenses or permits entered into or granted in the ordinary course of its business, in each case under which no material default exists, Wells Fargo Funds is not a party to or subject to any material contract, debt instrument, employee benefit plan, lease, franchise, license or permit of any kind or nature whatsoever on behalf of any Acquiring Fund. (j) Wells Fargo Funds has filed the federal income tax returns of each Acquiring Fund for all taxable years to and including the Fund's most recent taxable year, and has paid all taxes payable pursuant to such returns. To the Knowledge of Wells Fargo Funds, no such return is currently under audit and no assessment has been asserted with respect to any such return. Wells Fargo Funds shall file the federal income tax returns of each Acquiring Fund for the Fund's current taxable year on or before their due date, as the same may be properly extended. (k) Since the date of the Acquiring Fund Financial Statements, there has been no material adverse change in the financial condition, business, properties or Assets of any Acquiring Fund. For purposes of this provision, investment underperformance, negative investment performance or net redemptions shall not be deemed to constitute such facts, provided all customary performance disclosures have been made. (l) The Acquiring Fund Financial Statements, copies of which have been previously delivered to Achievement Funds, fairly present the financial position of each Acquiring Fund as of the Fund's most recent fiscal year-end and the results of the Fund's operations and changes in the Fund's net assets for the periods indicated. The Acquiring Fund Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied. (m) To the Knowledge of Wells Fargo Funds, no Acquiring Fund has any Liabilities, whether or not determined or determinable, other than Liabilities disclosed or provided for in the Acquiring Fund Financial Statements or Liabilities incurred in the ordinary course of business. (n) Wells Fargo Funds shall operate the business of each Acquiring Fund in the ordinary course between the date hereof and the Effective Time, it being agreed that such ordinary course of business will include the declaration and payment of customary dividends and distributions. 7. Conditions to Achievement Funds Obligations. The obligations of ------------------------------------------- Achievement Funds with respect to each Reorganization shall be subject to the following conditions precedent: (a) The shareholders of the Target Fund to which the Reorganization relates shall have approved the Reorganization in the manner required by the Master Trust Agreement of E-13 Achievement Funds and applicable law. If that Target Fund's shareholders fail to approve the Reorganization, that failure shall release Achievement Funds of its obligations under this Plan only with respect to that Reorganization and not any other Reorganization. (b) Wells Fargo Funds shall have duly executed and delivered the Acquiring Funds' Reorganization Documents to Achievement Funds. (c) All representations and warranties of Wells Fargo Funds made in this Plan that apply to the Reorganization shall be true and correct in all material respects as if made at and as of the Effective Time. (d) Wells Fargo Funds shall have delivered to Achievement Funds a certificate dated as of the Closing Date and executed in its name by its Secretary or Treasurer, in a form reasonably satisfactory to Achievement Funds, stating that the representations and warranties of Wells Fargo Funds in this Plan that apply to the Reorganization are true and correct in all material respects at and as of the Valuation Time and that it has approved the Target Fund's Assets as being consistent with its investment objectives, policies and restrictions and that the Target Fund's Assets may otherwise be lawfully acquired by the Acquiring Fund. (e) Achievement Funds shall have received an opinion of Morrison & Foerster LLP, as counsel to Wells Fargo Funds, in form and substance reasonably satisfactory to Achievement Funds and dated as of the Closing Date, substantially to the effect that: (1) Wells Fargo Funds is a business trust duly created, validly existing and in good standing under the laws of the State of Delaware and is an open-end, management investment company registered under the 1940 Act; (2) the shares of the Acquiring Fund to be delivered as provided for by this Plan are duly authorized and upon delivery will be validly issued, fully paid and non-assessable by Wells Fargo Funds, provided that the payments for transfer taxes by shareholders provided for in Section 4(b) of this Plan shall not be deemed to render the shares issued assessable; (3) the execution and delivery of this Plan did not, and the consummation of the Reorganization will not, violate the Declaration of Trust of Wells Fargo Funds or any Material Agreement to which Wells Fargo Funds is a party or by which it is bound; and (4) to the Knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Wells Fargo Funds of the Reorganization, or for the execution and delivery of Wells Fargo Funds' Reorganization Documents, except those that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations under those Acts or that may be required under state securities laws, the HSR Act or subsequent to the Effective Time or when the failure to obtain the consent, approval, authorization or order would not have a material adverse effect on the operation of the Acquiring Fund. E-14 In rendering such opinion, such counsel may (i) rely on the opinion of other counsel to the extent set forth in such opinion, (ii) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (iii) limit such opinion to applicable federal and state law, (iv) define the word "Knowledge" and related terms to mean the Knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and (v) rely on certificates of officers or trustees of Wells Fargo Funds. (f) Achievement Funds shall have received an opinion of Richards, Layton & Finger P.A., addressed to Achievement Funds and Wells Fargo Funds, in form and substance reasonably satisfactory to them and dated as of the Closing Date, substantially to the effect that this Plan has been duly authorized, executed and delivered by Achievement Funds and Wells Fargo Funds, and, assuming due authorization, execution and delivery of this Plan by Achievement Funds on behalf of the Target Fund and Wells Fargo Funds on behalf of the Acquiring Fund, represents a legal, valid and binding contract of each Fund, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and further subject to the application of equitable principles in any proceeding whether at law or in equity or with respect to the enforcement of provisions of the Plan and the effect of judicial decisions which have held that certain provisions are unenforceable when their enforcement would violate an implied covenant of good faith and fair dealing or would be commercially unreasonable or when default under the Plan is not material. In rendering such opinion, such counsel may (i) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (ii) limit such opinion to applicable state law, and (iii) rely on certificates of officers or trustees of Achievement Funds and Wells Fargo Funds. (g) Achievement Funds shall have received an opinion from [_________], addressed to Achievement Funds and Wells Fargo Funds in form and substance reasonably satisfactory to them, and dated as of the Closing Date, with respect to the tax matters specified in Subsection 8(g). (h) Achievement Funds shall have received (i) a memorandum addressed to Achievement Funds and Wells Fargo Funds, in form and substance reasonably satisfactory to them, prepared by Morrison & Foerster LLP, or another person agreed to in writing by the parties, concerning compliance with each relevant state's securities laws in connection with Wells Fargo Funds' issuance of Acquiring Fund shares. (i) The N-14 Registration Statement shall have become effective under the 1933 Act as to the Acquiring Fund's shares and the SEC shall not have instituted or, to the Knowledge of Wells Fargo Funds, contemplated instituting, any stop order suspending the effectiveness of the N-14 Registration Statement. (j) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, the Reorganization. E-15 (k) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act. (l) Wells Fargo Funds shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Reorganization's Valuation Time and Effective Time. (m) Achievement Funds shall have received from Wells Fargo Funds a duly executed instrument whereby the Acquiring Fund assumes all of the Liabilities of or attributable to the Target Fund. (n) Achievement Funds shall have received a letter dated as of the Closing Date from KPMG LLP addressed to Achievement Funds and Wells Fargo Funds in form and substance reasonably satisfactory to them to the effect that on the basis of limited procedures as agreed to by Achievement Funds and Wells Fargo Funds and described in such letter (but not an examination in accordance with generally accepted auditing standards): (1) nothing came to their attention that caused them to believe that the relevant unaudited pro forma financial statements included in the N-14 Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the relevant pro forma adjustments have not properly been applied to the historical amounts in the compilation of those amounts; (2) the data used in the calculation of the current and pro forma expense ratios of the Target Fund and the Acquiring Fund appearing in the N-14 Registration Statement, including the proxy materials, agree with the underlying accounting records of the Target Fund and the Acquiring Fund, as appropriate, or with written estimates provided by officers of Achievement Funds or Wells Fargo Funds, as appropriate, having responsibility for financial and reporting matters; and (3) the information relating to the Acquiring Fund and the Target Fund appearing in the N-14 Registration Statement that is expressed in dollars or percentages of dollars has been obtained from the accounting records of the Acquiring Fund or the Target Fund, as appropriate, or from schedules prepared by officers of Achievement Funds or Wells Fargo Funds, as appropriate, having responsibility for financial and reporting matters and such information is in agreement with such records or schedules or with computations made therefrom. (o) Neither party shall have terminated this Plan with respect to the Reorganization pursuant to Section 10 of this Plan. (p) The parties shall have received any necessary order of the SEC providing them with any necessary relief from the 1940 Act to permit the Reorganization. E-16 8. Conditions to Wells Fargo Funds Obligations. The obligations of Wells ------------------------------------------- Fargo Funds with respect to each Reorganization shall be subject to the following conditions precedent: (a) The shareholders of the Target Fund to which the Reorganization relates shall have approved the Reorganization in the manner required by the Master Trust Agreement of Achievement Funds and applicable law. If that Target Fund's shareholders fail to approve the Reorganization, that failure shall release Wells Fargo Funds of its obligations under this Plan only with respect to that Reorganization, and not any other Reorganization. (b) Achievement Funds shall have duly executed and delivered the Target Fund Reorganization Documents to Wells Fargo Funds. (c) All representations and warranties of Achievement Funds made in this Plan that apply to the Reorganization shall be true and correct in all material respects as if made at and as of the Valuation Time and the Effective Time. (d) Achievement Funds shall have delivered to Wells Fargo Funds a certificate dated as of the Closing Date and executed in its name by its Treasurer or Secretary, in a form reasonably satisfactory to Wells Fargo Funds, stating that the representations and warranties of Achievement Funds in this Plan that apply to the Reorganization are true and correct at and as of the Valuation Time. (e) Wells Fargo Funds shall have received an opinion of Ballard Spahr Andrews & Ingersoll, LLP, as counsel to Achievement Funds, in form and substance reasonably satisfactory to Wells Fargo Funds and dated as of the Closing Date, substantially to the effect that: (1) Achievement Funds is a business trust duly created, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is an open-end, management investment company registered under the 1940 Act; (2) this Plan has been duly authorized, executed and delivered by Achievement Funds; (3) the execution and delivery of this Plan did not, and the consummation of the Reorganization will not, violate the Master Trust Agreement or By-Laws of Achievement Funds or any Material Agreement to which Achievement Funds is a party or by which it is bound; and (4) to the Knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Achievement Funds of the Reorganization, or the execution and delivery of the Achievement Funds Reorganization Documents, except those that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations under those Acts, or that may be required under state securities laws, the HSR Act or subsequent to E-17 the Effective Time or when the failure to obtain the consent, approval, authorization or order would not have a material adverse effect on the operation of the Target Fund. In rendering such opinion, such counsel may (i) rely on the opinion of other counsel to the extent set forth in such opinion, (ii) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (iii) limit such opinion to applicable federal and state law, (iv) define the word "Knowledge" and related terms to mean the Knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and (v) rely on certificates of officers or trustees of Achievement Funds. (f) Wells Fargo Funds shall have received an opinion from Richard, Layton & Finger P.A., addressed to Achievement Funds and Wells Fargo Funds in form and substance reasonably satisfactory to them and dated as of the closing date, with respect to the matters set forth in subsection 7(f). (g) Wells Fargo Funds shall have received an opinion of [_________], addressed to Achievement Funds and Wells Fargo Funds in form and substance reasonably satisfactory to them, based upon representations made in certificates provided by Achievement Funds and Wells Fargo Funds, their affiliates and/or principal shareholders and dated as of the Closing Date, substantially to the effect that, for federal income tax purposes: (1) The Reorganization will constitute a "reorganization" within the meaning of Section 368(a). Each Acquiring Fund and the corresponding Target Fund will be a "party to a reorganization." Section 368(b). (2) Each Target Fund's shareholders will recognize no gain or loss on their receipt of voting shares of the corresponding Acquiring Fund in exchange for their voting shares of the Target Fund pursuant to the Reorganization. Section 354(a)(1). (3) No Target Fund will recognize gain or loss on the transfer of all of its assets to the corresponding Acquiring Fund solely in exchange for voting shares of the Acquiring Fund and the assumption by the Acquiring Fund of certain Target Fund liabilities pursuant to the Reorganization. Sections 357(a) and 361(a). (4) No Target Fund will recognize gain or loss on its distribution of voting shares of the corresponding Acquiring Fund to its shareholders pursuant to the liquidation of the Target Fund. Section 361(c). (5) No Acquiring Fund will recognize gain or loss on its acquisition of all of the assets of the corresponding Target Fund solely in exchange for voting shares of such Acquiring Fund and the assumption by such Acquiring Fund of the Target Fund's liabilities. Section 1032(a). (6) The basis of each of the voting shares of an Acquiring Fund received by the corresponding Target Fund's shareholders pursuant to the Reorganization will equal E-18 the basis of the voting shares of the Target Fund surrendered in exchange therefor. Section 358(a)(1). (7) The holding period of the voting shares of an Acquiring Fund received by the corresponding Target Fund's shareholders pursuant to the Reorganization will include the period that the shareholders held the voting shares of the Target Fund exchanged therefor, provided that the shareholders held such shares as a capital asset on the date of the Reorganization. Section 1223(1). (8) Each Acquiring Fund's basis in the assets of the corresponding Target Fund received pursuant to the Reorganization will equal the Target Fund's basis in the assets immediately before the Reorganization. Section 362(b). (9) Each Acquiring Fund's holding period in the Target Fund assets received pursuant to the Reorganization will include the period during which the corresponding Target Fund held the assets. Section 1223(2). (10) Each Acquiring Fund will succeed to and take into account the items of the corresponding Target Fund described in Section 381(c), including the earnings and profits, or deficit in earnings and profits, of the corresponding Target Fund as of the date of the Reorganization. Each Acquiring Fund will take these items into account subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 and applicable regulations thereunder. (h) The N-14 Registration Statement shall have become effective under the 1933 Act as to the Acquiring Fund's shares and no stop order suspending the effectiveness of the N-14 Registration Statement shall have been instituted or, to the Knowledge of Wells Fargo Funds, contemplated by the SEC. (i) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with the Reorganization. (j) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act. (k) Achievement Funds shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Reorganization's Valuation Time and Effective Time. (l) Achievement Funds shall have taken all steps required to terminate any agreements with its service providers and shall have discharged any and all payment obligations under such agreements. E-19 (m) Wells Fargo Funds shall have received a letter from KPMG LLP addressed to Achievement Funds and Wells Fargo Funds as described in Subsection 7(n). (n) Except to the extent prohibited by Rule 19b-1 under the 1940 Act, the Target Fund shall have declared a dividend or dividends that, together with all previous such dividends, shall have the effect of distributing to the Target Fund shareholders substantially all investment company taxable income of or attributable to the Target Fund earned prior to the Closing Date and substantially all net capital gain of or attributable to the Target Fund realized prior to such date. (o) Neither party shall have terminated this Plan with respect to the Reorganization pursuant to Section 10 of this Plan. (p) The parties shall have received any necessary order of the SEC providing them with any relief from the 1940 Act to permit the Reorganization. 9. Survival of Representations and Warranties. The representations and ------------------------------------------ warranties of the parties hereto shall survive the completion of the transactions contemplated herein. 10. Termination of Plan. A majority of a party's Board of Trustees may ------------------- terminate this Plan with respect to any Acquiring Fund or Target Fund, as appropriate if: (i) the party's conditions precedent set forth in Sections 7 or 8, as appropriate, are not satisfied on the Closing Date; (ii) it becomes reasonably apparent to the party's Board of Trustees that the other party will not be able to satisfy such conditions precedent on the Closing Date; or (iii) the party's Board of Trustees determines that the consummation of the applicable Reorganization is not in the best interests of shareholders and gives notice to the other party. The termination of this Plan with respect to an Acquiring Fund and its Corresponding Target Fund shall not affect the survival of the Plan with respect to any other Acquiring Fund or Target Fund. 11. Governing Law. This Plan and the transactions contemplated hereby ------------- shall be governed, construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by federal law, without regard to conflicts of law principles. 12. Finders Fees. Each party represents and warrants that there are no ------------ brokers or finders entitled to receive any payments in connection with the transactions provided for in this Plan. 13. Amendments. The parties may, by agreement in writing authorized by ---------- their respective Boards of Trustees, amend this Plan with respect to any Reorganization at any time before or after the Target Fund's shareholders approve the Reorganization. However, after a Target Fund's shareholders approve a Reorganization, the parties may not amend this Plan in a manner that materially adversely affects the interests of the Target Fund's shareholders with respect to that Reorganization. This Section shall not preclude the parties from changing the Closing Date or the Effective Time of a Reorganization by mutual agreement. E-20 14. Waivers. At any time prior to the Closing Date, either party may by ------- written instrument signed by it (i) waive the effect of any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. The parties agree that any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance. 15. Indemnification of Trustees. Wells Fargo Funds shall indemnify, --------------------------- defend and hold harmless Achievement Funds, its officers, trustees, employees and agents against all losses, claims, demands, liabilities and expenses, including reasonable legal and other expenses incurred in defending claims or liabilities, whether or not resulting in any liability of Achievement Funds, its officers, trustees, employees or agents, arising out of our based on (i) any material breach by Wells Fargo Funds of any of its representations, warranties or agreements set forth in this Agreement, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement on Form N-1A or Form N-14 for Wells Fargo Funds that is used in connection with the Reorganization. Wells Fargo Funds also agrees that it will assume all liabilities and obligations of Achievement Funds relating to any obligation of Achievement Funds to indemnify its current and former Trustees and officers, acting in their capacities as such, to the fullest extent permitted by law and Achievement Funds' Master Trust Agreement, as in effect as of the date of this Plan. Wells Fargo Funds also agrees that all rights to indemnification and all limitations of liability existing in favor of the current and former Trustees and officers, acting in their capacities as such, under the Achievement Funds Master Trust Agreement as in effect as of the date of this Plan shall survive the Reorganizations and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against Wells Fargo Funds, its successors and assigns. 16. Cooperation and Further Assurances. Each party will cooperate with ---------------------------------- the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out this Plan's terms. Each party will provide such further assurances concerning the performance of obligations under this Plan and the consummation of the Reorganizations as the other shall deem necessary, advisable or appropriate. 17. Updating of N-14 Registration Statement. If at any time prior to the --------------------------------------- Effective Time of a Reorganization a party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made in the N-14 Registration Statement, as appropriate, the party discovering the item shall notify the other party and the parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. 18. Limitation on Liabilities. The obligations of Achievement Funds, ------------------------- Wells Fargo Funds and each Fund shall not bind any of the Trustees, shareholders, nominees, officers, agents, or employees of Achievement Funds or Wells Fargo Funds personally, but shall bind only the Assets and property of the Acquiring Funds and Target Funds. The execution and delivery of this Plan by the parties' officers shall not be deemed to have been made by any of them E-21 individually or to impose any liability on any of them personally, but shall bind only the Assets and the property of the Acquiring Funds or Target Funds, as appropriate. 19. Termination of Achievement Funds. If the parties complete every -------------------------------- Reorganization, Achievement Funds shall terminate its registration under the 1940 Act and terminate its existence as a Massachusetts business trust. 20. Notices. Any notice, report, statement, certificate or demand ------- required or permitted by any provision of this Plan shall be in writing and shall be given by prepaid telegraph, telecopy, certified mail or overnight express courier to: For Achievement Funds: With a copy to: Thomas H. Duncan, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1225 17th Street, Suite 2300 Denver, CO 80202 For Wells Fargo Funds: Michael J. Hogan, President Wells Fargo Funds Trust 525 Market Street, 12th Floor San Francisco, CA 94105 With a copy to: C. David Messman, Secretary Wells Fargo Funds Trust 525 Market Street, 12th Floor San Francisco, CA 94105 21. General. This Plan supersedes all prior agreements between the ------- parties (written or oral), is intended as a complete and exclusive statement of the terms of the agreement between the parties and may not be changed or terminated orally. The parties may execute this Plan in counterparts, which shall be considered one and the same agreement, and shall become effective when the counterparts have been executed by and delivered to both parties. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party. E-22 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers designated below to execute this Plan as of the date first written above. WELLS FARGO FUNDS TRUST ATTEST: _____________________________ By:_____________________________ Name: C. David Messman Name: Michael J. Hogan Title: Secretary Title: President ACHIEVEMENT FUNDS _____________________________ By:_____________________________ Name: __________________ Name: __________________ Title:__________________ Title: _________________ E-23 SCHEDULE A I. Corresponding Classes Table: ---------------------------
- ------------------------------------------------------------------------------------------------------------------- Corresponding Target Classes Acquiring Fund Classes - ------------------------------------------------------------------------------------------------------------------- Equity Fund Growth Fund Class A Class A Class B Class B Class I Class I - ------------------------------------------------------------------------------------------------------------------- Balanced Fund Asset Allocation Fund Class A Class A Class B Class B Class I Class I - ------------------------------------------------------------------------------------------------------------------- Municipal Bond Fund National Tax-Free Fund Class A Class A Class B Class B Class I Class I - ------------------------------------------------------------------------------------------------------------------- Idaho Municipal Bond Fund National Tax-Free Fund Class A Class A Class B Class B Class I Class I - ------------------------------------------------------------------------------------------------------------------- Intermediate Term Bond Fund Income Fund Class A Class A Class I Class I - ------------------------------------------------------------------------------------------------------------------- Short Term Bond Fund Stable Income Fund Class A Class A Class I Class I - -------------------------------------------------------------------------------------------------------------------
E-24 SCHEDULE B MATERIAL AGREEMENTS The following agreements shall be Material Agreements for Achievement Funds: Investment Advisory Agreement between First Security Investment Management, Inc. and Achievement Funds dated December 27, 1994. Distribution Agreement between SEI Investments Distribution Co. and Achievement Funds dated December 27, 1994. Custody Agreement between First Union National Bank and Achievement Funds dated December 27, 1994. Administration Agreement between SEI Investments Mutual Funds Services and Achievement Funds dated December 27, 1994. Transfer Agency Agreement between DST Systems, Inc. and Achievement Funds dated December 27, 1994. Shareholder Servicing Agreement approved by the Board of Achievement Funds on __________. The following agreements shall be Material Agreements for Wells Fargo Funds: Investment Advisory Contract between Wells Fargo Bank, N.A. ("Wells Fargo Bank") ---------------- and Wells Fargo Funds, dated November 8, 1999. Sub-Advisory Contract between Barclays Global Fund Advisors, Wells Fargo Bank and Wells Fargo Funds, dated November 8, 1999. Sub-Advisory Contract between Galliard Capital Management, Inc., Wells Fargo Bank and Wells Fargo Funds, dated November 8, 1999. Sub-Advisory Contract between Wells Capital Management, Incorporated, Wells Fargo Bank and Wells Fargo Funds, dated November 8, 1999. Distribution Agreement between Stephens, Inc. and Wells Fargo Funds, dated November 8, 1999. Custody Agreement between Barclays Global Investors, N.A. and Wells Fargo Funds, dated November 8, 1999. Custody Agreement between Norwest Bank Minnesota, N.A. and Wells Fargo Funds, dated November 8, 1999. E-25 Administration Agreement between Wells Fargo Bank and Wells Fargo Funds dated November 8, 1999. Fund Accounting Agreement between Forum Accounting Services, LLC and Wells Fargo Funds, dated November 8, 1999. Transfer Agency and Service Agreement between Boston Financial Data Services, Inc. and Wells Fargo Funds, dated November 8, 1999. Shareholder Servicing Agreement approved by the Board of Wells Fargo Funds on March 26, 1999. Fee and Expense Agreement between Wells Fargo Funds and Wells Fargo Bank, dated July 25, 2000. E-26 EX-11 3 0003.txt OPINION AND CONSENT OF COUNSEL Exhibit 11 ---------- November 3, 2000 Wells Fargo Funds Trust c/o Wells Fargo Bank, N.A. 525 Market Street San Francisco, California 94163 Re: Shares of Beneficial Interests of Wells Fargo Funds Trust ----------------------- Ladies/Gentlemen: We refer to the Registration Statement on Form N-14 (SEC File Nos. 333-7____ and 811-09253) (the "Registration Statement") of Wells Fargo Funds Trust (the "Trust") relating to the registration of an indefinite number of shares of beneficial interest of the Trust (collectively, the "Shares"). We have been requested by the Trust to furnish this opinion as Exhibit 11 to the Registration Statement. We have examined documents relating to the organization of the Trust and its series and the authorization and issuance of Shares of its series. Based upon and subject to the foregoing, we are of the opinion that: The issuance and sale of the Shares by the Trust has been duly and validly authorized by all appropriate action of the Trust, and assuming delivery by sale or in accord with the Trust's dividend reinvestment plan in accordance with the description set forth in the Funds' current prospectuses under the Securities Act of 1933, as amended, the Shares will be legally issued, fully paid and nonassessable by the Trust. We consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Morrison & Foerster LLP MORRISON & FOERSTER LLP E-27 EX-14.A 4 0004.txt CONSENT OF KPMG Exhibit 14(a) ------------- Independent Auditors Consent The Board of Trustees Wells Fargo Funds Trust: We consent to the use of our reports dated July 10, 2000 for the Wells Fargo Income and Wells Fargo Stable Income Funds and August 7, 2000 for the Wells Fargo National Tax-Free Fund, incorporated by reference, and the reference to our firm under the heading "EXHIBIT C-PRINCIPAL SERVICE PROVIDERS" in Part A of the combined proxy/registration statement being filed on From N-14. /s/ KPMG LLP - ------------ KPMG LLP San Francisco, California November 3, 2000 E-28 EX-14.B 5 0005.txt CONSENT OF DELOITTE & TOUCHE Exhibit 14(b) ------------- Independent Auditors' Consent We consent to the use in the Combined Proxy/Registration Statement on Form N-14 of the Achievement Funds/Wells Fargo Funds relating to the financial statements of: Achievement Equity Fund, Achievement Balanced Fund, Achievement Municipal Bond Fund, Achievement Idaho Municipal Bond Fund, Achievement Intermediate Term Bond Fund and Achievement Short Term Bond Fund on Form N-14, of our report dated March 15, 2000, appearing in the Combined Proxy/Registration Statement, and to the reference to us under the heading "EXHIBIT C-PRINCIPAL SERVICE PROVIDERS" in Part A of such Combined Proxy/Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP Princeton, New Jersey November 3, 2000 E-29 EX-16 6 0006.txt POWER OF ATTORNEY Exhibit 16 ---------- POWER OF ATTORNEY ----------------- Robert C. Brown, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Robert C. Brown ------------------- Robert C. Brown E-30 POWER OF ATTORNEY ----------------- Donald H. Burkhardt, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Donald H. Burkhardt ----------------------- Donald H. Burkhardt E-31 POWER OF ATTORNEY ----------------- Jack S. Euphrat, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Jack S. Euphrat ------------------- Jack S. Euphrat E-32 POWER OF ATTORNEY ----------------- Thomas S. Goho, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Thomas S. Goho ------------------ Thomas S. Goho E-33 POWER OF ATTORNEY ----------------- Peter G. Gordon, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Peter G. Gordon ------------------- Peter G. Gordon E-34 POWER OF ATTORNEY ----------------- W. Rodney Hughes, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ W. Rodney Hughes -------------------- W. Rodney Hughes E-35 POWER OF ATTORNEY ----------------- Richard M. Leach, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Richard M. Leach -------------------- Richard M. Leach E-36 POWER OF ATTORNEY ----------------- J. Tucker Morse, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ J. Tucker Morse ------------------- J. Tucker Morse E-37 POWER OF ATTORNEY ----------------- Timothy J. Penny, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Timothy J. Penny -------------------- Timothy J. Penny E-38 POWER OF ATTORNEY ----------------- Donald C. Willeke, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in-fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a trustee any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Donald C. Willeke --------------------- Donald C. Willeke E-39 POWER OF ATTORNEY ----------------- Michael J. Hogan, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, C. David Messman, Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his true and lawful attorneys-in- fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as the President and/or principal executive officer of the Trust any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Michael J. Hogan -------------------- Michael J. Hogan E-40 POWER OF ATTORNEY ----------------- Karla M. Rabusch, whose signature appears below, does hereby constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman, Dorothy A. Peters, Amy Van Der Schouw and William Ying, her true and lawful attorneys-in- fact and agents, each individually, with power of substitution or resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, each individually, may deem necessary or advisable or which may be required to enable Wells Fargo Funds Trust (the "Trust"), to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations or requirements of the Securities and Exchange Commission ("SEC") in respect thereof, including in connection with the filing and effectiveness of the Trust's Registration Statement on Form N-1A pursuant to said Acts, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as Treasurer and/or principal financial officer of the Trust any and all such amendments filed with the SEC and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof. Effective Date: May 9, 2000 /s/ Karla M. Rabusch -------------------- Karla M. Rabusch E-41 EX-17 7 0007.txt FORM OF PROXY BALLOT Exhibit 17 ---------- ACHIEVEMENT FUNDS ONE FREEDOM VALLEY DRIVE OAKS, PENNSYLVANIA 19456 BY MY SIGNATURE BELOW, I APPOINT [ ] (OFFICERS OF THE ACHIEVEMENT FUNDS), AS MY PROXIES AND ATTORNEYS TO VOTE ALL FUND SHARES OF THE PORTFOLIO(S) IDENTIFIED BELOW THAT I AM ENTITLED TO VOTE AT THE SPECIAL MEETING(S) OF SHAREHOLDERS OF THE ACHIEVEMENT FUNDS TRUST (THE "ACHIEVEMENT FUNDS") TO BE HELD AT THE OFFICES OF [ ], ON THURSDAY, FEBRUARY 8, 2001 AT 11:00 A.M. (CENTRAL TIME), AND AT ANY ADJOURNMENTS OF THE MEETING. THE PROXIES SHALL HAVE ALL THE POWERS THAT I WOULD POSSESS IF PRESENT. I HEREBY REVOKE ANY PRIOR PROXY, AND RATIFY AND CONFIRM ALL THAT THE PROXIES, OR ANY OF THEM, MAY LAWFULLY DO. I ACKNOWLEDGE RECEIPT OF THE NOTICE OF SPECIAL SHAREHOLDERS MEETING AND THE COMBINED PROXY STATEMENT/PROSPECTUS, DATED DECEMBER [___], 2000. THESE PROXIES SHALL VOTE MY SHARES ACCORDING TO MY INSTRUCTIONS GIVEN BELOW WITH RESPECT TO THE PROPOSALS. IF I DO NOT PROVIDE AN INSTRUCTION BELOW, I UNDERSTAND THAT THE PROXIES WILL VOTE MY SHARES IN FAVOR OF THE PROPOSAL. THE PROXIES WILL VOTE ON ANY OTHER MATTER THAT MAY ARISE IN THE MEETING ACCORDING TO THEIR BEST JUDGMENT. THIS PROXY IS SOLICITED BY THE BOARDS OF TRUSTEES OF THE ACHIEVEMENT FUNDS, WHICH UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL. PLEASE VOTE BY CHECKING THE APPROPRIATE BOX: 1. To approve an Agreement and Plan of Reorganization for the Achievement Funds, whereby each Achievement Fund will transfer all of its assets and liabilities to a corresponding Fund of Wells Fargo Funds Trust. [ ] FOR [ ] AGAINST [ ] ABSTAIN E-42 Name of Fund_______________ ______________________________ Signature of Shareholder No. of Shares _______________ ______________________________ Signature of Shareholder Control No. ________________ NOTE: PLEASE MAKE SURE THAT YOU COMPLETE, SIGN AND DATE YOUR PROXY CARD. PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON YOUR ACCOUNT. WHEN SIGNING AS A FIDUCIARY, PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER SHOULD SIGN PERSONALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN AUTHORIZED OFFICER. FOR YOUR CONVENIENCE, YOU MAY VOTE BY RETURNING THE PROXY BALLOT IN THE ENCLOSED POSTAGE PAID ENVELOPE. YOU ALSO MAY VOTE BY INTERNET BY GOING TO WWW.PROXYVOTING.COM AND FOLLOWING THE INSTRUCTIONS. LAST, YOU MAY VOTE BY CALLING TOLL-FREE 1-(800)-[___-____]. TO VOTE BY INTERNET OR TELEPHONE, YOU WILL NEED THE CONTROL NUMBER PRINTED ABOVE ON THIS BALLOT CARD. E-43 -----END PRIVACY-ENHANCED MESSAGE-----