0001081400-16-001167.txt : 20160601 0001081400-16-001167.hdr.sgml : 20160601 20160119173219 ACCESSION NUMBER: 0001081400-16-001167 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20160120 DATE AS OF CHANGE: 20160427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO FUNDS TRUST CENTRAL INDEX KEY: 0001081400 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-208616 FILM NUMBER: 161349188 BUSINESS ADDRESS: STREET 1: 525 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 800-222-8222 MAIL ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105

CENTRAL INDEX KEY: 0001081400

S000029060 Wells Fargo Large Cap Core Fund

C000089284 Institutional Class EGOIX

CENTRAL INDEX KEY: 0000315774

S000004561 Golden Large Cap Core Fund

C000012482 Institutional Shares GLDLX

CENTRAL INDEX KEY: 0001081400

S000052979 Wells Fargo Small Cap Core Fund

C000166561 Institutional Class

CENTRAL INDEX KEY: 0000315774

S000004560 Golden Small Cap Core Fund

C000012480 Institutional Shares GLDSX

N-14/A 1 goldenforum.htm PRE-EFFECTIVE AMENDMENT NO. 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2016

1933 Act No. 333-208616

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [1]
Post-Effective Amendment No. [ ]
(Check appropriate box or boxes)

WELLS FARGO FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)

525 Market Street
San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 222-8222
(Registrant's Telephone Number)

C. David Messman
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, California 94105
(Name and Address of Agent for Service)

With a copy to:

Marco E. Adelfio, Esq.
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001

It is proposed that this filing will become effective on February 18, 2016 pursuant to Rule 488.

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

WELLS FARGO FUNDS TRUST

PART A
PROSPECTUS/PROXY STATEMENT

FORUM FUNDS
THREE CANAL PLAZA, SUITE 600
PORTLAND, ME 04101
1.207.347.2000

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Dear Shareholder,

The Golden Large Cap Core Fund and the Golden Small Cap Core Fund (the "Target Funds") are a series of Forum Funds (the "Target Trust"), an open-end, management investment company. The investment adviser to the Target Funds is Golden Capital Management, LLC ("Golden Capital"), and the investment adviser to the Wells Fargo fund family is Wells Fargo Funds Management, LLC ("Funds Management"). On December 11, 2015, Golden Capital proposed to the Board of Trustees of the Target Trust, and on November 17-18, 2015, Funds Management proposed to the Board of Trustees of Wells Fargo Funds Trust (the "Acquiring Trust"), the mergers of the Target Funds into certain funds (the "Acquiring Funds") within the Wells Fargo fund family as outlined in the table below. The Boards of Trustees of both the Target Trust and the Acquiring Trust approved the proposed mergers and the related Agreements and Plans of Reorganization, in each case subject to approval by shareholders of the relevant Target Fund.

As a result, you are invited to vote on a proposal to merge the Target Fund of which you are a shareholder into the corresponding Acquiring Fund shown in the table below (each, a "Merger" and together, the "Mergers"). The Board of Trustees of the Target Trust has unanimously approved each Merger and recommends that you vote FOR the Merger of the Target Fund of which you are a shareholder.

Target Fund	Target Trust	Acquiring Fund	Acquiring Trust
Golden Large Cap Core Fund	Forum Funds	Wells Fargo Large Cap Core Fund	Wells Fargo Funds Trust
Golden Small Cap Core Fund	Forum Funds	Wells Fargo Small Cap Core Fund	Wells Fargo Funds Trust

This is a general summary of how each Merger, if approved by shareholder, will work:

■

Each Target Fund will transfer all of its assets to the corresponding Acquiring Fund.

■

Each Acquiring Fund will assume all of the liabilities of the corresponding Target Fund.

■

The corresponding Acquiring Fund will issue new shares that will be distributed to you in an amount equal to the value of your Target Fund shares.

■

You will become a shareholder of the corresponding Acquiring Fund and will have your investment managed in accordance with the Acquiring Fund's investment strategies.

■

You will not incur any sales charges or similar transaction charges as a result of the Merger.

■

It is expected that the Merger will not be a taxable event to the Target Fund, the Acquiring Fund or their shareholders for U.S. federal income tax purposes.

Details about your Target Fund's and its corresponding Acquiring Fund's investment objectives, principal investment strategies, management, past performance, principal risks, fees, and expenses, along with additional information about the Mergers, are contained in the attached prospectus/proxy statement. Please read it carefully.

A special meeting of each Target Fund's shareholders will be held on March 18, 2016 at the office of Forum Funds, 3 Canal Plaza, Suite 600, Portland, Maine 04101. Although you are welcome to attend the meeting in person, you do not need to do so in order to vote your shares. If you do not expect to attend the meeting, please complete, date, sign and return the enclosed proxy card in the postage-paid envelope provided. You may also vote by other means, such as by telephone or internet, by following the voting instructions outlined in your proxy card. If your Target Fund does not receive your vote after several weeks, you may receive a telephone call from AST Fund Solutions requesting your vote. AST Fund Solutions has been retained to act as our proxy solicitor and will receive approximately $2,947 as compensation for seeking shareholder votes and answering shareholder questions. That cost and any other expenses of the Mergers will be paid by Funds Management or one of its affiliates, and so will not be borne by shareholders of any Fund. If you have any questions about the Mergers or the proxy card, please call AST Fund Solutions at 800-461-9313 (toll-free).

Remember, your vote is important to us, no matter how many shares you own. Please take this opportunity to vote. Thank you for taking this matter seriously and participating in this important process.

Sincerely,

Greg Golden
President and CEO
Golden Capital Management, LLC

FORUM FUNDS
THREE CANAL PLAZA, SUITE 600
PORTLAND, ME 04101
1.207.347.2000

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 18, 2016

A Special Meeting (the "Meeting") of Shareholders of Golden Large Cap Core Fund and Golden Small Cap Core Fund (each, a "Target Fund" and together, the "Target Funds"), each a series of Forum Funds (the "Target Trust"), set forth in the table below, will be held at the offices of Forum Funds, 3 Canal Plaza, Suite 600, Portland, Maine 04101 on March 18, 2016 at 10:00 a.m. Eastern Standard Time.

Target Fund	Target Trust	Acquiring Fund	Acquiring Trust
Golden Large Cap Core Fund	Forum Funds	Wells Fargo Large Cap Core Fund	Wells Fargo Funds Trust
Golden Small Cap Core Fund	Forum Funds	Wells Fargo Small Cap Core Fund	Wells Fargo Funds Trust

With respect to each Target Fund, the Meeting is being held for the following purposes:

1. To consider and act upon an Agreement and Plan of Reorganization (the "Plan") dated as of [________], 2015, providing for the reorganization of the Target Fund, including the acquisition of all of the assets and assumption of all liabilities of the Target Fund by as applicable, the Wells Fargo Large Cap Core Fund or Wells Fargo Small Cap Core Fund (each, an "Acquiring Fund" and together, the "Acquiring Funds") in exchange for shares of the Acquiring Fund (the "Acquisition Shares"). The Plan also provides for the prompt distribution of the Acquisition Shares to shareholders of the corresponding Target Fund in liquidation of the Target Fund.

2. To transact any other business which may properly come before the Meeting or any adjournment(s) thereof.
Any adjournment(s) of the Meeting will be held at the above address. The Board of Trustees of the Forum Funds (the "Target Trust") has fixed the close of business on January 19, 2016 as the record date (the "Record Date") for the Meeting. Only shareholders of record as of the close of business on the Record Date will be entitled to this notice, and to vote at the Meeting or any adjournment(s) thereof.

IT IS IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY. ALL SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN WITHOUT DELAY THEIR ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR TO VOTE USING ONE OF THE OTHER METHODS DESCRIBED AT THE END OF THE PROSPECTUS/PROXY STATEMENT SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY CARD WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.

By order of the Board of Trustees,

Zachary Tackett
Secretary

FORUM FUNDS
THREE CANAL PLAZA, SUITE 600
PORTLAND, ME 04101
1.207.347.2000

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PROSPECTUS/PROXY STATEMENT

This prospectus/proxy statement contains information you should know before voting on the proposed merger (the "Merger") of either the Golden Large Cap Core Fund or the Golden Small Cap Core Fund (each, a "Target Fund" and together, the "Target Funds"), each a series of Forum Funds, a registered open-end management investment company (the "Target Trust"), into the Wells Fargo Large Cap Core Fund and the Wells Fargo Small Cap Core Fund, respectively (each, an "Acquiring Fund" and together, the "Acquiring Funds"), as set forth in the table below, each of which is a series of Wells Fargo Funds Trust (the "Acquiring Trust"), a registered open-end management investment company. If approved, the Merger of the Target Fund of which you are a shareholder will result in your receiving shares of the corresponding Acquiring Fund in exchange for your shares of the Target Fund.

Target Fund	Target Trust	Acquiring Fund	Acquiring Trust
Golden Large Cap Core Fund	Forum Funds	Wells Fargo Large Cap Core Fund	Wells Fargo Funds Trust
Golden Small Cap Core Fund	Forum Funds	Wells Fargo Small Cap Core Fund	Wells Fargo Funds Trust

The Target Funds and Acquiring Funds listed above are collectively referred to as the "Funds." The Target Trust and Acquiring Trust listed above are collectively referred to as the "Trusts."

Please read this prospectus/proxy statement carefully and retain it for future reference. Additional information concerning each Fund and Merger has been filed with the Securities and Exchange Commission (the "SEC").

The prospectuses of each Target Fund and the Wells Fargo Large Cap Core Fund are incorporated into this document by reference and are legally deemed to be part of this prospectus/proxy statement. The statement of additional information relating to this prospectus/proxy statement (the "Merger SAI"), dated the same date as this prospectus/proxy statement, is also incorporated by reference into this document and is legally deemed to be part of this prospectus/proxy statement. The statement of additional information (the "SAI") and the annual report of each Target Fund and the Wells Fargo Large Cap Core Fund are incorporated into the Merger SAI by reference and are legally deemed to be part of the Merger SAI. Copies of these documents pertaining to a Target Fund are available upon request without charge by writing to Golden Funds, P.O. Box 588, Portland, Maine 04112, or, calling (800) 206-8610. Copies of these documents pertaining to the Wells Fargo Large Cap Core Fund are available upon request without charge by writing to Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266, calling 1.800.222.8222 or visiting the Wells Fargo Funds website at wellsfargofunds.com.

The Wells Fargo Small Cap Core Fund is a "shell fund" being registered with the SEC in order to receive the assets, assume the liabilities, and continue the business of the Golden Small Cap Core Fund. As such, no prospectus, SAI, annual report or semi-annual report for this particular Acquiring Fund is available as of the date of this prospectus/proxy statement. Additional information about the Wells Fargo Small Cap Core Fund may be found in Exhibit C and in the Merger SAI.

You may also view or obtain available documents from the SEC: by phone at 1.800.SEC.0330 (duplicating fee required); in person or by mail at Public Reference Section, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-0213 (duplicating fee required); by email at publicinfo@sec.gov (duplicating fee required); or by internet at www.sec.gov.

The SEC has not approved or disapproved these securities or determined if this prospectus/proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

The shares offered by this prospectus/proxy statement are not deposits of a bank, and are not insured, endorsed or guaranteed by the FDIC or any government agency and involve investment risk, including possible loss of your original investment.

Prospectus/Proxy Statement

Table of Contents

Overview
Key Features of the Mergers	2
Reasons for the Proposals and Board of Trustees Recommendation	2
Merger Summary (Objectives, Strategies, Risks, Performance, Expense, Management and Tax Information)
Golden Large Cap Core Fund into Wells Fargo Large Cap Core Fund	4
Golden Small Cap Core Fund into Wells Fargo Small Cap Core Fund	11
Risk Descriptions	17
Management of the Fund	17
Payments to Intermediaries	20
Merger Information
Board Considerations	20
Agreements and Plans of Reorganization	22
Material U.S. Federal Income Tax Consequences of the Mergers	23
Buying, Selling and Exchanging Fund Shares	33
Fund Policies and Procedures	36
Information on Shareholders' Rights	38
Voting Information Concerning the Meeting	40
Financial Statements	42
Pro Forma Capitalization	43
Additional Information	44
Other Business	44
Instructions for Executing Proxy Card	45
Exhibits
Exhibit A - Agreement and Plan of Reorganization - Wells Fargo Large Cap Core Fund and Golden Large Cap Core Fund	A-1
Exhibit B - Agreement and Plan Of Reorganization - Wells Fargo Small Cap Core Fund and Golden Small Cap Core Fund	B-1
Exhibit C - Additional Acquiring Fund Information	C-1
Exhibit D - Comparison of the Funds' Fundamental Investment Policies	D-1

Overview

This section summarizes the primary features and consequences of the Mergers. This summary is qualified in its entirety by reference to the information contained elsewhere in this prospectus/proxy statement, in the Merger SAI, in each Target Fund's and Wells Fargo Large Cap Core Fund's prospectus, in each Target Fund's and Wells Fargo Large Cap Core Fund's financial statements contained in their respective annual reports, in each Target Fund's and Wells Fargo Large Cap Core Fund's SAI, and in the Agreement and Plan of Reorganization for each Merger (each, a "Plan" and collectively, the "Plans") forms of which are attached as Exhibit A (for the Merger of Golden Large Cap core Fund into Wells Fargo Large Cap Core Fund) and Exhibit B (for the Merger of Golden Small Cap Core Fund into Wells Fargo Small Cap Core Fund) hereto.

Key Features of the Mergers

Each Plan sets forth the key features of the relevant Merger covered thereby and generally provides for the following:

■

the transfer of all of the assets of the Target Fund to the corresponding Acquiring Fund in exchange for new shares of the Acquiring Fund;

■

the assumption by the Acquiring Fund of all of the liabilities of the corresponding Target Fund;

■

the liquidation of the Target Fund by distributing the shares of the corresponding Acquiring Fund to the Target Fund's shareholders; and

■

the assumption of the costs of the Merger by Wells Fargo Funds Management, LLC ("Funds Management") or one of its affiliates.

The Mergers are scheduled to take place on or about May 6, 2016. For a more complete description of the Mergers, see the section entitled "Merger Information - Agreements and Plans of Reorganization," as well as Exhibit A or Exhibit B, as applicable.

Reasons for the Proposals and Board of Trustees Recommendation

Funds Management currently serves as the investment manager to each series within the Wells Fargo funds complex (each a "Wells Fargo Fund and collectively, the "Wells Fargo Funds"), including the Acquiring Funds. Golden Capital Management, LLC ("Golden Capital") currently serves as the investment advisor to the Target Funds and the investment sub-adviser to certain Wells Fargo Funds, including the Acquiring Funds. Funds Management is a wholly owned subsidiary of Wells Fargo & Company ("Wells Fargo") and Wells Fargo owns, indirectly, 65% of Golden Capital's ownership interests.

Wells Fargo Asset Management (a trade name used by the asset management businesses of Wells Fargo) generally has a preference to operate its mutual fund business through Funds Management and Wells Fargo Funds Distributor, LLC, the principal underwriter to the Wells Fargo Funds, and evaluated the proposed Mergers as an opportunity to bring mutual funds that are advised by affiliates of Wells Fargo and operating on turnkey mutual fund platforms into the Wells Fargo Funds. In doing so, Funds Management has the objective of eliminating comparable or duplicative product offerings among such other funds and the Wells Fargo Funds to reduce the potential for investor confusion. Senior representatives of Wells Fargo Asset Management discussed the proposed Mergers with the principals of GCM Partners, Inc., the managing member of Golden Capital. Funds Management and Golden Capital concluded that they have a mutual interest in recommending the adoption of the Target Funds into the Wells Fargo Funds and determined to recommend the proposed Mergers for consideration by the Boards of the Target Trust and the Acquiring Trust. In connection with their recommendation, Funds Management and Golden Capital have agreed to obtain "run off" insurance coverage for the Board of Trustees of the Target Trust over a specified period following the Mergers, the premium for which will be paid by Funds Management, Golden Capital, or one of their affiliates.

At a meeting held on December 11, 2015, the Board of Trustees of the Target Trust (the "Trustees"), including a majority of the Trustees who are not "interested persons" as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Trustees"), of the Target Trust, considered and unanimously approved each Plan on behalf of the relevant Target Fund.

Before approving the Mergers, the Trustees of the Target Trust reviewed, among other things, information about the Funds and the proposed transactions. This included, among other things and as applicable, a comparison of various factors, such as the relative sizes of the Funds, the performance records of the Funds, and the expenses of the Funds (including pro forma expense information of each Acquiring Fund following the Mergers), as well as the similarities and differences between the Funds' investment objectives and principal investment strategies.

The Trustees of the Target Trust, including all of the Independent Trustees, have concluded, with respect to each Merger, that participating in the Mergers would be in the best interests of each Target Fund, and that existing shareholders' interests would not be diluted as a result of the Merger. Accordingly, the Trustees of the Target Trust have submitted each Plan to the relevant Target Fund's shareholders and unanimously recommended its approval. The Board of Trustees of the Acquiring Trust has also approved the relevant Plan on behalf of each Acquiring Fund.

For further information about the considerations of the Target Trust's Trustees in connection with the Mergers, please see the section entitled "Merger Information - Board Considerations."

Merger Summary (Objectives, Strategies, Risks, Performance, Expense, Management and Tax Information)

The following section provides a comparison between the Target Funds and corresponding Acquiring Funds with respect to their investment objectives, principal investment strategies, fundamental investment policies, risks, performance records and expenses. It also provides information about what the management and share class structure of your Acquiring Fund will be after consummation of the Merger in which it participates (assuming approval thereof by the corresponding Target Fund's shareholders). The information below is only a summary; for more detailed information, please see the rest of this prospectus/proxy statement and each Fund's prospectus and SAI (other than the Wells Fargo Small Cap Core Fund, for which certain information can be found in Exhibit C of this prospectus/proxy statement and the Merger SAI). In this section, percentages of a Fund's "net assets" are measured as percentages of net assets plus borrowings for investment purposes. References to "we" in the principal investment strategy discussion for a Fund generally correspond to Golden Capital or Funds Management, as applicable.

GOLDEN LARGE CAP CORE FUND INTO WELLS FARGO LARGE CAP CORE FUND

Share Class Information

The following table illustrates the share class of the Acquiring Fund you will receive as a result of the Merger in exchange for your Target Fund shares.

If you own this class of shares of Golden Large Cap Core Fund:			You will receive this class of shares of Wells Fargo Large Cap Core Fund:
Institutional Class¹			Institutional Class

1	Following completion of the Merger, former Institutional Class shareholders of the Target Fund will not need to meet the minimum investment amount or the Institutional entity requirements applicable to the Institutional Class shares of the Acquiring Fund received in the Merger.

The Acquiring Fund shares you will receive as a result of the Merger will have the same total value as the total value of your Target Fund shares as of the close of business on the business day immediately prior to the Merger.

The procedures for buying, selling and exchanging shares of the Funds are similar. For additional information see the section entitled "Buying, Selling and Exchanging Fund Shares." This section also contains important information for foreign shareholders of the Target Fund, defined as shareholders whose accounts do not currently have both a U.S. address and taxpayer identification number on record with the Target Fund. Following the Merger, foreign shareholders will not be able to make additional investments into the Acquiring Fund or into any other funds within the Wells Fargo fund family. Additional information on how you can buy, sell or exchange shares of each Fund is available in the Fund's prospectus and SAI.

Investment Objective and Strategy Comparison

The following section compares the investment objectives, principal investment strategies and fundamental investment policies of the Target Fund and the Acquiring Fund. The investment objective of the Target Fund is fundamental and may not be changed without shareholder approval, while the investment objective of the Acquiring Fund is non-fundamental and may be changed without shareholder approval.

The Funds' investment objectives are identical in that both Funds seek long-term capital appreciation. Although the Funds use different terminology and descriptions to describe their investment strategies, their principal investment strategies are substantially similar. The Target Fund normally invests at least 80% of its net assets in U.S.-listed equity securities of companies with large market capitalizations, whereas the Acquiring Fund, under normal circumstances, invests at least 80% of its net assets in equity securities of large-capitalization companies. The Target Fund defines large-capitalization companies as those companies with market capitalizations that are similar, at the time of their purchase, to those of the companies in the S&P 500® Index (which ranged from $1.46 billion to $629.01 billion as of September 30, 2015) or the Russell 1000® Index (which ranged from $489.87 million to $629.01 billion as of September 30, 2015). The Acquiring Fund defines such companies as those with market capitalizations that are within range of the S&P 500® Index at the time of purchase. Both Funds also generally avoid investments in issuers for which the primary industry classification is alcohol, gaming or tobacco. Both Funds also employ a quantitative and qualitative analysis that results in a disciplined process of investing principally in equity securities of approximately 50 companies that are diversified across major economic sectors. One difference between the Funds' investment strategies is that the Acquiring Fund may invest up to 10% of its total assets in equity securities of foreign issuers, including American Depositary Receipts ("ADRs") and similar investments, whereas the Target Fund may invest in such issuers in unlimited amounts without regard to a 10% cap. This distinction means that the Target Fund may invest a greater percentage of its assets in equity securities of foreign issuers than the Acquiring Fund.

GOLDEN LARGE CAP CORE FUND (Target Fund)			WELLS FARGO LARGE CAP CORE FUND (Acquiring Fund)
INVESTMENT OBJECTIVES
The Fund seeks long-term capital appreciation.			The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its net assets in U.S.-listed equity securities of companies with large market capitalizations.			Under normal circumstances, we invest at least 80% of the Fund's net assets in equity securities of large-capitalization companies.
Such securities may be issued by companies that are organized in the U.S. or those organized in a foreign jurisdiction.			Under normal circumstances, we invest up to 10% of the Fund's total assets in equity securities of foreign issuers, including ADRs and similar investments.
Large market capitalization companies are those with market capitalizations that are similar, at the time of their purchase, to those of the companies in the S&P 500® Index or the Russell 1000® Index. As of September 30, 2015, the market capitalizations of the companies in the S&P 500® Index ranged from approximately $1.46 billion to $629.01 billion. As of September 30, 2015, the market capitalizations of the companies in the Russell 1000® Index ranged from approximately $489.87 million to $629.01 billion.			We define large-capitalization companies as companies with market capitalizations within the range of the S&P 500® Index at the time of purchase. The market capitalization range of the S&P 500® Index was approximately $1.46 billion to $629.01 billion, as of September 30, 2015, and is expected to change frequently.
The goal of the Fund is to construct an actively managed portfolio of large-cap companies that are undervalued and exhibit the likelihood of meeting or exceeding earnings expectations. The Fund's adviser uses a combination of quantitative and qualitative analysis to select the securities in which the Fund will invest. The adviser begins with the universe of companies that consists of the top 60% of the largest 3,000 U.S.-listed equity securities by market capitalization, subject to minimum data requirements. The adviser's quantitative analysis focuses on company fundamentals and is conducted using a proprietary total composite model that considers valuation, earnings and trading momentum characteristics to rank securities. Stocks that are attractively ranked by the total composite model are candidates for purchase and undergo further qualitative analysis, which may include an evaluation of a company's management strength, products and/or services, competition and risk profile.			We utilize a combination of quantitative methods and fundamental analysis to select a core portfolio of large-capitalization companies that we believe are relatively undervalued and exhibit the likelihood to meet or exceed future earnings expectations. Our quantitative analysis is based on a proprietary composite model that considers valuation, earnings and trading momentum characteristics to rank securities. Stocks that are attractively ranked by the total composite model are candidates for purchase. Such candidates undergo further qualitative analysis, which may include an evaluation of a company's management strength, products and/or services, competition and risk profile.
The adviser's process for selling portfolio securities is based on a method that indicates a company may have declining earnings expectations or a significantly overvalued stock price. The adviser may sell stocks that fall below the minimum threshold rankings in the total composite model. In determining which of these stocks to sell, the adviser may consider its controls on annual portfolio turnover and whether there are adequate "buy candidates" to maintain proper diversification of the Fund's portfolio. Before any security is sold, the adviser performs a review of the company's fundamental outlook to validate the model's rankings. Upon the sale of any security, the adviser seeks to invest the proceeds in the most attractive security, in light of all relevant considerations, in which the Fund may invest in accordance with the Fund's investment restrictions.			In general, a stock may be sold if it has declining earnings expectations or a significantly overvalued stock price, as indicated by lower rankings within the total composite model. Upon the sale of any security, we seek to invest the proceeds in the most attractive security, in light of all relevant considerations, in which the Fund may invest in accordance with the Fund's investment restrictions.
This strategy is not included in the Fund's principal investment strategy.			We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
Generally, the adviser avoids investment in companies for which the primary industry classification is alcohol, gaming or tobacco.			Generally, we avoid investments in issuers for which the primary industry classification is alcohol, gaming or tobacco.
This disciplined process leads to a focused, target portfolio of approximately 50 securities that are diversified among major economic sectors.			The disciplined process leads to a focused, target portfolio of approximately 50 securities that are diversified among major economic sectors.
In order to respond to adverse market, economic, political or other conditions, the Fund may assume a temporary defensive position that is inconsistent with its principal investment objective and/or strategies and may invest, without limitation, in cash or high quality cash equivalents (including money market instruments, commercial paper, certificates of deposit, banker's acceptances and time deposits). A defensive position, taken at the wrong time, may have an adverse impact on the Fund's performance. The Fund may be unable to achieve its investment objective during the employment of a temporary defensive position.			The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.

The fundamental investment policies of the Funds are similar, though not identical. Notably, the Target Fund has a fundamental investment policy that it may not invest in interests in oil or gas or interests in other mineral exploration or development programs, whereas the Acquiring Fund does not have a similar policy. For a comparative chart of fundamental investment policies, please see Exhibit C.

Principal Risk Comparison

Because the Target Funds and Acquiring Funds are series of different fund families, the Funds use different terminology and descriptions to describe their principal risks. Nonetheless, due to the similarity of the Funds' principal investment strategies, the Funds are generally subject to similar types of principal risks. Listed below are the principal risks that apply to an investment in the Acquiring Fund. A description of these risks can be found in the section of this prospectus/proxy statement entitled "Risk Descriptions." Although both Funds may be subject to the risks listed below, they may be subject to a particular risk to different degrees. For example, the Target Fund may invest a greater portion of its assets in foreign issuers than the Acquiring Fund and therefore may be subject to foreign investment risk to a greater extent. Also, an investment in the Target Fund is subject to small and mid-capitalization company risk, whereas the Acquiring Fund is not subject to such risk.

Principal Risks
Focused Portfolio Risk
Foreign Investment Risk
Investment Style Risk
Management Risk
Market Risk

A discussion of the principal risks associated with an investment in the Target Fund may be found in the Target Fund's prospectus. In addition, each Fund has other investment policies, practices and restrictions which, together with the Fund's related risks, are set forth in the Fund's prospectus and SAI.

Fund Performance Comparison

The following bar chart and table illustrate how each Fund's returns have varied from year to year and compare each Fund's returns with those of one or more broad-based securities indexes. Past performance (before and after taxes) is not necessarily an indication of future results. Current month-end performance information is available for the Target Fund by calling (800) 206-8610 (toll free) and for the Acquiring Fund at wellsfargofunds.com.

Calendar Year Total Return for Institutional Class Shares (%) for the Target Fund as of 12/31 each year

Average Annual Total Returns for the Target Fund for the periods ended 12/31/2014

Average Annual Total Returns for the periods ended 12/31/2014
	Inception Date of Share Class	1 Year	5 Year	Performance Since 09/13/2005
Institutional Class (before taxes)	9/13/2005	14.63%	15.74%	7.93%
Institutional Class (after taxes on distributions)	9/13/2005	13.46%	14.30%	7.14%
Institutional Class (after taxes on distributions and the sale of Fund Shares)	9/13/2005	9.19%	12.61%	6.38%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)		13.69%	15.45%	7.94%

The after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.

Calendar Year Total Returns for Institutional Class Shares (%) of the Acquiring Fund as of 12/31 each year

Historical performance shown for the Institutional Class shares of the Wells Fargo Large Cap Core Fund prior to July 19, 2010 is based on the performance of the Fund's predecessor, Evergreen Large Cap Core Fund.

Average Annual Total Returns for the Acquiring Fund for the periods ended 12/31/2014

Wells Fargo Large Cap Core Fund
	Inception Date of Share Class	1 Year	5 Year	Performance Since 12/17/2007
Institutional Class (before taxes)	12/17/2007	14.97%	16.24%	7.47%
Institutional Class (after taxes on distributions)	12/17/2007	14.81%	16.03%	7.27%
Institutional Class (after taxes on distributions and the sale of Fund Shares)	12/17/2007	8.59%	13.14%	5.94%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)		13.69%	15.45%	7.48%

Shareholder Fee and Fund Expense Comparison

The tables below describe the fees and expenses you may pay if you buy and hold shares of the Target Fund and the Acquiring Fund.

The following table entitled "Shareholder Fees" shows that neither the Institutional Class shares of the Target Fund nor the Institutional Class shares of the Acquiring Fund impose sales charges.

The following table entitled "Annual Fund Operating Expenses" allows you to compare the annual operating expenses of the Funds. The total annual fund operating expenses for both Funds set forth in the following table are based on the actual expenses incurred for the most recent fiscal year end of June 30, 2015 for the Target Fund and July 31, 2015 for the Acquiring Fund. The pro forma column shows you what the total annual fund operating expenses (before and after waiver) would have been for the Acquiring Fund for the twelve-month period ended July 31, 2015, assuming the Merger had taken place at the beginning of that period. The pro forma expense information assumes that shareholders of the Target Fund approve the Merger with the Acquiring Fund and that the Merger is consummated.

The row entitled "Total Annual Fund Operating Expenses" in the "Annual Fund Operating Expenses" table shows that shareholders of the Target Fund will experience an increase in gross expenses following the Merger; however, the Acquiring Fund is subject to an expense cap which will have the effect of eliminating such increase for a specified period of time. Specifically, following the completion of the Merger, the Acquiring Fund's Institutional Class shares will be subject to an expense cap that will cap the expense ratio at 0.70% through November 30, 2019. As a result, following the Merger, shareholders in the Target Fund will experience the same net expenses as they currently experience as shareholders of the Target Fund for a period of at least three years.

The Target Funds' advisory agreement provides for a unified fee structure, which means that all (or almost all) fund expenses are paid for by Golden Capital out of the advisory fees it receives from the Target Funds. The Acquiring Funds operate under a different fee structure and as such are subject to other fees in addition to the investment management fee described in the section entitled "Investment Management and Sub-Advisory Fees". Such other fees are described in the section entitled "Additional Information Regarding the Expenses of the Funds".

Shareholder Fees (fees paid directly from your investment)

	Target Fund	Acquiring Fund	Pro Forma
Maximum sales charge (load) imposed on purchases (as a percentage of the offering price)	None	None	None
Maximum deferred sales charge (load) (as a percentage of offering price)	None	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Target Fund	Acquiring Fund	Pro Forma
Management Fees	0.70%	0.70%	0.70%
Distribution (12b-1) Fees	0.00%	0.00%	0.00%
Other Expenses	0.01%	0.18%	0.18%
Total Annual Fund Operating Expenses	0.71%	0.88%¹	0.88%
Waiver of Fund Expenses	(0.01)%	(0.18%)	(0.18%)
Total Annual Fund Operating Expenses After Waiver Fee Waiver	0.70%²	0.70%³	0.70%⁴

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

Golden Capital Management, LLC has contractually agreed to waive its fee and/or reimburse Fund expenses to limit Total Annual Fund Operating Expenses (excluding all taxes, interest, portfolio transaction expenses, dividend and interest expense on short sales, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 0.70% for the period November 1, 2015 through October 31, 2017.

The Manager has contractually committed through November 30, 2016, to waive fees and/or reimburse expenses to the extent necessary to cap the Total Annual Fund Operating Expenses After Fee Waiver at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses, and extraordinary expenses are excluded from the cap. After this time, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees.

Effective upon the closing of the Merger, the Manager had contractually committed through November 30, 2019, to waive fees and/or reimburse expenses to the extent necessary to cap the Total Annual Fund Operating Expenses After Fee Waiver at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses, and extraordinary expenses are excluded from the cap. After this time, the caps may be increased or the commitment to maintain the caps may be terminated only with the approval of the Board of Trustees.

Example of Fund Expenses

The example below is intended to help you compare the costs of investing in the Target Fund with the costs of investing in the Acquiring Fund, both before and after the Merger, and are for illustration only. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	If you sold your shares, you would pay:
After:	Target Fund	Acquiring Fund	Pro Forma
1 Year	$72	$72	$72
3 Years	$226	$263	$224
5 Years	$394	$470	$411
10 Years	$882	$1,068	$1,012

Portfolio Turnover. The Target Fund and Acquiring Fund pay transaction costs, such as commissions or dealer mark-ups, when each buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect each Fund's performance. During the most recent fiscal year, the Target Fund's portfolio turnover rate was 57% of the average value of its portfolio and the Acquiring Fund's portfolio turnover rate was 44% of the average value of its portfolio.

Fund Management Information

The following table identifies the manager, sub-adviser and portfolio manager(s) for the Acquiring Fund. Following completion of the Merger, Golden Capital will serve as sub-adviser to the Acquiring Fund. Further information about the management of the Acquiring Fund can be found under the section entitled "Management of the Fund."

Wells Fargo Large Cap Core Fund
Manager	Wells Fargo Funds Management, LLC
Sub-Adviser	Golden Capital Management LLC
Portfolio Managers, Title, Managed Since	Jeff Moser, Portfolio Manager/2007 John Campbell, Portfolio Manager/2015

Tax Information

It is expected that the Merger will qualify as a tax-free "reorganization" for U.S. federal income tax purposes. A receipt of an opinion substantially to that effect from Buchalter Nemer, PC, tax counsel to the Acquiring Fund, is a condition to the obligation of the Funds to consummate the Merger. As a tax-free reorganization, the Merger will not be taxable to the Acquiring Fund, the Target Fund or their shareholders for U.S. federal income tax purposes. Even though the Merger is expected to be tax-free, because the Merger will end the tax year of the Target Fund, the Merger may accelerate taxable distributions from the Target Fund to its shareholders.

The cost basis and holding period of the Target Fund shares will carry over to the shares of the Acquiring Fund you receive as a result of the Merger, in each case for U.S. federal income tax purposes. At any time prior to the consummation of the Merger, a shareholder may redeem shares, usually resulting in recognition of a gain or loss for U.S. federal income tax purposes to the redeeming shareholder if the shareholder holds the shares in a taxable account.

It is not anticipated that a substantial portion of the securities held by the Target Fund will be disposed of in connection with the Merger to align the securities portfolio of the Target Fund with the securities portfolio of the Acquiring Fund. Any realignment could result in additional portfolio transaction costs to the Target Fund and increased taxable distributions to shareholders of the Target Fund. The actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Target Fund's basis in such assets. Any net realized capital gain from sales that occur prior to the Merger will be distributed to the Target Fund's shareholders as capital gain distributions (to the extent of the excess of net long-term capital gain over net short-term capital loss) and/or ordinary dividends (to the extent of the excess of net short-term capital gain over net long-term capital loss) during or with respect to the year of sale (after reduction by any available capital loss carryforwards), and such distributions will be taxable to shareholders. This portfolio turnover would be in addition to the portfolio turnover that would be experienced by the Acquiring Fund following the Merger in connection with its normal investment operations. As of December 31, 2015,the Target Fund had net unrealized gains of $12,383,820.91. In connection with the estimated sale of securities and based upon market values as of December 31, 2015, it is anticipated that the Target Fund will recognize approximately $0 of these unrealized gains.

Other U.S. federal income tax consequences are discussed below under "Material U.S. Federal Income Tax Consequences of the Mergers."

GOLDEN SMALL CAP CORE FUND INTO WELLS FARGO SMALL CAP CORE FUND

Share Class Information

The following table illustrates the share class of the Acquiring Fund you will receive as a result of the Merger in exchange for your Target Fund shares.

If you own this class of shares of Golden Small Cap Core Fund:			You will receive this class of shares of Wells Fargo Small Cap Core Fund¹:
Institutional Class²			Institutional Class

1	The Fund is a series of the Acquiring Trust being created to receive the assets of the Target Fund.

2	Following completion of the Merger, former Institutional Class shareholders of the Target Fund will not need to meet the minimum investment amount or the Institutional entity requirements applicable to the Institutional Class shares of the Acquiring Fund received in the Merger.

The Acquiring Fund shares you will receive as a result of the Merger will have the same total value as the total value of your Target Fund shares as of the close of business on the business day immediately prior to the Merger.

The procedures for buying, selling and exchanging shares of the Funds are similar. For additional information see the section entitled "Buying, Selling and Exchanging Fund Shares." This section also contains important information for foreign shareholders of the Target Fund, defined as shareholders whose accounts do not currently have both a U.S. address and taxpayer identification number on record with the Target Fund. Following the Merger, foreign shareholders will not be able to make additional investments into the Acquiring Fund or into any other funds within the Wells Fargo fund family. Additional information on how you can buy, sell or exchange shares of the Target Fund is available in the Target Fund's prospectus and SAI; for the Acquiring Fund, such information is available in Exhibit C of this prospectus/proxy statement and the Merger SAI.

Investment Objective and Strategy Comparison

Although the Funds use different terminology and descriptions to describe their investment objectives and investment strategies, the Funds' investment objectives are substantively the same and their principal investment strategies are substantially similar. The Target Fund seeks to achieve maximum long-term total return, while the Acquiring Fund seeks long-term capital appreciation. The Target Fund normally invests at least 80% of its net assets in U.S.-listed equity securities of companies with small market capitalizations, whereas the Acquiring Fund, under normal circumstances, invests at least 80% of its net assets in equity securities of small-capitalization companies. The Target Fund defines small capitalization companies as those with market capitalizations that are similar, at the time of purchase, to those of the Russell 2000® Index (which ranged from $37.99 million to $5.18 billion as of September 30, 2015) or the S&P Small Cap 600 Index (which ranged from $37.99 million to $3.90 billion as of September 30, 2015). The Acquiring Fund defines such companies as those with market capitalizations that are within the range of the Russell 2000® Index at the time of purchase. Both Funds generally avoid investments in issuers for which the primary industry classification is alcohol, gaming or tobacco. Both Funds also employ a quantitative and qualitative analysis that results in a disciplined process of investing principally in equity securities of approximately 60 companies that are diversified across major economic sectors. One difference between the Funds' investment strategies is that the Acquiring Fund may invest up to 10% of its total assets in equity securities of foreign issuers, including American Depositary Receipts ("ADRs") and similar investments, whereas the Target Fund may invest in such issuers in unlimited amounts without regard to a 10% cap. This distinction means that the Target Fund may invest a greater percentage of its assets in equity securities of foreign issuers than the Acquiring Fund.

GOLDEN SMALL CAP CORE FUND (Target Fund)			WELLS FARGO SMALL CAP CORE FUND (Acquiring Fund)
INVESTMENT GOAL
The Fund seeks to achieve maximum long-term total return.			The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
The Fund normally invests at least 80% of its net assets in U.S.-listed equity securities of companies with small market capitalizations.			Under normal circumstances, we invest at least 80% of the Fund's net assets in equity securities of small capitalization companies.
Such securities may be issued by companies that are organized in the U.S. or those organized in a foreign jurisdiction.			Under normal circumstances, we invest up to 10% of the Fund's total assets in equity securities of foreign issuers, including ADRs and similar investments.
U.S.-listed equities in which the Fund may invest include real estate investment trusts ("REITs").			This strategy is not included in the Fund's principal investment strategies.
Small market capitalization companies are those with market capitalizations that are similar, at the time of their purchase, to those of the Russell 2000® Index or the S&P SmallCap 600® Index. As of September 30, 2015, the market capitalizations of the companies in the Russell 2000® Index ranged from approximately $37.99 million to $5.18 billion. As of September 30, 2015, the market capitalizations of the companies in the S&P SmallCap 600 Index ranged from approximately $37.99 million to $3.90 billion.			We define small-capitalization companies as companies with market capitalizations within the range of the Russell 2000® Index at the time of purchase. The market capitalization range of the Russell 2000® Index was approximately $37.99 million to $5.18 billion, as of September 30, 2015, and is expected to change frequently.
The goal of the Fund is to construct an actively managed portfolio of small-capitalization companies that are undervalued and exhibit the likelihood to meet or exceed earnings expectations. The adviser uses a combination of quantitative and qualitative analysis to select the securities in which the Fund will invest. The adviser's quantitative analysis focuses on company fundamentals and is conducted using a proprietary total composite model that considers valuation, earnings and trading momentum characteristics to rank securities. Stocks that are attractively ranked by the total composite model are candidates for purchase and undergo further qualitative analysis, which may include an evaluation of a company's management strength, products and/or services, competition and risk profile.			We utilize a combination of quantitative methods and fundamental analysis to select a core portfolio of small capitalization companies that we believe are relatively undervalued and exhibit the likelihood to meet or exceed future earnings expectations. Our quantitative analysis is based on a proprietary total composite model that considers valuation, earnings and trading momentum characteristics to rank securities. Stocks that are attractively ranked by the total composite model are candidates for purchase. Such candidates undergo further qualitative analysis, which may include an evaluation of a company's management strength, products and/or services, competition and risk profile.
The adviser's process for selling portfolio securities is based on a method that indicates a company may have declining earnings expectations or significantly overvalued stock price. The adviser may sell stocks that fall below the minimum threshold rankings in the total composite model. In determining which of these stocks to sell, the adviser may consider its controls on annual portfolio turnover and whether there are adequate "buy candidates" to maintain proper diversification of the Fund's portfolio. Before any security is sold, the adviser performs a review of the company's fundamental outlook to validate the model's rankings. Upon the sale of any security, the adviser seeks to invest the proceeds in the most attractive security, in light of all relevant considerations, in which the Fund may invest in accordance with the Fund's investment restrictions.			In general, a stock may be sold if it has declining earnings expectations or a significantly overvalued stock price, as indicated by lower rankings within the total composite model. Upon the sale of any security, we seek to invest the proceeds in the most attractive security, in light of all relevant considerations, in which the Fund may invest in accordance with the Fund's investment restrictions.
This strategy is not included in the Fund's principal investment strategies.			We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if Fund shares are held in a taxable account.
Generally, the adviser avoids investments in companies for which the primary industry classification is alcohol, gaming or tobacco.			Generally, we avoid investments in issuers for which the primary industry classification is alcohol, gaming or tobacco.
This disciplined process leads to a focused, target portfolio of approximately 60 securities that are diversified among major economic sectors.			The disciplined process leads to a focused, target portfolio of approximately 60 securities that are diversified among major economic sectors.
In order to respond to adverse market, economic, political or other conditions, the Fund may assume a temporary defensive position that is inconsistent with its principal investment objective and/or strategies and may invest, without limitation, in cash or high quality cash equivalents (including money market instruments, commercial paper, certificates of deposit, banker's acceptances and time deposits). A defensive position, taken at the wrong time, may have an adverse impact on the Fund's performance. The Fund may be unable to achieve its investment objective during the employment of a temporary defensive position.			The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.

Principal Risk Comparison

Because the Target Funds and Acquiring Funds are series of different fund families, the Funds use different terminology and descriptions to describe their principal risks. Nonetheless, due to the similarity of the Funds' principal investment strategies, the Funds are generally subject to similar types of principal risks. Listed below are the principal risks that apply to an investment in the Acquiring Fund. A description of these risks can be found in the section of this prospectus/proxy statement entitled "Risk Descriptions." Although both Funds may be subject to the risks listed below, they may be subject to a particular risk to different degrees. For example, the Target Fund may invest a greater portion of its assets in foreign issuers than the Acquiring Fund and therefore may be subject to foreign investment risk to a greater extent. Also, an investment in the Target Fund is subject to REIT risk, whereas the Acquiring Fund is not subject to such a risk.

Principal Risks
Focused Portfolio Risk
Foreign Investment Risk
Investment Style Risk
Management Risk
Market Risk
Smaller Company Securities Risk

Fund Performance Comparison

The following bar chart and table illustrate how the Target Fund's returns have varied from year to year and compare the Target Fund's returns with those of one or more broad-based securities indexes. Past performance (before and after taxes) is not necessarily an indication of future results. Current month-end performance information is available for the Target Fund by calling (800) 206-8610 (toll free). Since the Acquiring Fund has not yet commenced operations, performance information for the Fund is not yet available.

Calendar Year Total Return for Institutional Class Shares (%) for the Target Fund as of 12/31 each year

Average Annual Total Returns for the Target Fund for the periods ended 12/31/2014

Golden Small Cap Core Fund
	Inception Date of Share Class	1 Year	5 Year	Since Inception 09/13/2005
Institutional Class (before taxes)	9/13/2005	12.27%	16.64%	6.49%
Institutional Class (after taxes on distributions)	9/13/2005	12.23%	16.56%	6.42%
Institutional Class (after taxes on distributions and the sale of Fund Shares)	9/13/2005	6.98%	13.48%	5.20%
Russell 2000® Index (reflects no deduction for fees, expenses, or taxes)		4.89%	15.55%	7.91%
S&P SmallCap 600® Index (reflects no deduction for fees, expenses, or taxes)		5.76%	17.27%	8.91%

Shareholder Fee and Fund Expense Comparison

The tables below describe the fees and expenses you may pay if you buy and hold shares of the Target Fund and the Acquiring Fund.

The following table entitled "Shareholder Fees" shows that neither the Institutional Class shares of the Target Fund nor the Institutional Class shares of the Acquiring Fund impose sales charges.

The following table entitled "Annual Fund Operating Expenses" allows you to compare the annual operating expenses of the Funds. The total annual fund operating expenses for the Target Fund set forth in the following table are based on the actual expenses incurred for the Target Fund's most recent fiscal year end of June 30, 2015. The pro forma column shows you what the total annual fund operating expenses (before and after waiver) would have been for the Acquiring Fund for the twelve-month period ended July 31, 2015, assuming the Merger had taken place at the beginning of that period. The pro forma expense information assumes that shareholders of the Target Fund approve their respective Merger with the Acquiring Fund and that the Merger is consummated. Since the Acquiring Fund has not yet commenced operations, "Annual Fund Operating Expenses" have not been provided for the Acquiring Fund and the information presented in the pro forma column is based on estimates.

The row entitled "Total Annual Fund Operating Expenses" in the "Annual Fund Operating Expenses" table shows that shareholders of the Target Fund will experience an increase in gross expenses following the Merger; however, the Acquiring Fund is subject to an expense cap which will have the effect of eliminating such increase for a specified period of time. Specifically, following completion of the Merger, the Acquiring Fund's Institutional Class shares will be subject to an expense cap that will cap the expense ratio at 1.00% through July 31, 2019. As a result, following the Merger, shareholders in the Target Fund will experience lower net expenses than they currently experience as shareholders of the Target Fund for a period of at least three years.

The Target Funds' advisory agreement provides for a unified fee structure, which means that all (or almost all) fund expenses are paid for by Golden Capital out of the advisory fees it receives from the Target Funds. The Acquiring Funds operate under a different fee structure and as such are subject to other fees in addition to the investment management fee described in the section entitled "Investment Management and Sub-Advisory Fees". Such other fees are described in the section entitled "Additional Information Regarding the Expenses of the Funds".

Shareholder Fees (fees paid directly from your investment)

	Target Fund	Pro Forma
Maximum sales charge (load) imposed on purchases (as a percentage of the offering price)	None	None
Maximum deferred sales charge (load) (as a percentage of offering price)	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Target Fund	Pro Forma
Management Fees	1.10%	0.85%
Distribution (12b-1) Fees	0.00%	0.00%
Other Expenses	0.00%	0.29%
Total Annual Fund Operating Expenses	1.10%	1.14%
Waiver of Fund Expenses	0.00%	(0.14%)
Total Annual Fund Operating Expenses After Waiver Fee Waiver	1.10%	1.00%¹

Effective upon the closing of the Merger, the Manager has contractually committed through July 31, 2019 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amount shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses, and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees.

Example of Fund Expenses

	If you sold your shares, you would pay:
After:	Target Fund	Pro Forma
1 Year	$112	$102
3 Years	$350	$318
5 Years	$606	$569
10 Years	$1,340	$1,332

Portfolio Turnover. The Target Fund and Acquiring Fund pay transaction costs, such as commissions or dealer mark-ups, when each buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect each Fund's performance. During the most recent fiscal year, the Target Fund's portfolio turnover rate was 57% of the average value of its portfolio. Since the Acquiring Fund has not yet commenced operations, it does not have a portfolio turnover rate.

Fund Management Information

Wells Fargo Small Cap Core Fund
Manager	Wells Fargo Funds Management, LLC
Sub-Adviser	Golden Capital Management LLC
Portfolio Managers, Title, Managed Since¹	John Campbell, Portfolio Manager/2015 Justin Carr, Portfolio Manager/2015 Greg Golden, Portfolio Manager/2005

1	Reflects portfolio manager's length of service as portfolio manager of the Target Fund. It is expected that these portfolio managers will serve as portfolio managers of the Acquiring Fund following the Merger.

Tax Information

Other U.S. federal income tax consequences are discussed below under "Material U.S. Federal Income Tax Consequences of the Mergers."

RISK DESCRIPTIONS

An investment in the Acquiring Funds is subject to certain risks. There is no assurance that the return of an Acquiring Fund will be positive or that it will meet its investment objective. An investment in an Fund is not a deposit of Wells Fargo Bank, N.A. or its affiliates; is not insured, or guaranteed by the Federal Deposit Insurance Corporation or any other government agency; and is subject to investment risks, including possible loss of your original investment. Like most investments, your investment in an Acquiring Fund could result in a loss of money. The following provides additional information regarding the various risks related to the Acquiring Funds identified in the section entitled "Merger Summary."

Focused Portfolio Risk. Changes in the value of a small number of issuers are likely to have a larger impact on a Fund's net asset value than if the Fund held a greater number of issuers.

Foreign Investment Risk. Foreign investments may be subject to lower liquidity, greater price volatility and risks related to adverse political, regulatory, market or economic developments. Foreign companies may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies. Foreign investments may involve exposure to changes in foreign currency exchange rates. Such changes may reduce the U.S. dollar value of the investments. Foreign investments may be subject to additional risks such as potentially higher withholding and other taxes, and may also be subject to greater trade settlement, custodial, and other operational risks than domestic investments. Certain foreign markets may also be characterized by less stringent investor protection and disclosure standards.

Investment Style Risk. Securities of a particular investment style, such as a growth style or value style, tend to perform differently and shift into and out of favor with investors depending on changes in market and economic sentiment and conditions. As a result, a Fund's performance may at times be worse than the performance of other mutual funds that invest more broadly or in securities of a different investment style.

Management Risk. Investment decisions, techniques, analyses or models implemented by a Fund's manager or sub-adviser in seeking to achieve the Fund's investment objective may not produce the returns expected, may cause the Fund's shares to lose value or may cause the Fund to underperform other funds with similar investment objectives.

Market Risk. The values of, and/or the income generated by, securities held by a Fund may decline due to general market conditions or other factors, including those directly involving the issuers of such securities. Security markets are volatile and may decline significantly in response to adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments.

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

MANAGEMENT OF THE FUNDS

The following provides additional information regarding the manager and sub-adviser of each Acquiring Fund as referenced in the section entitled "Merger Summary" and also provides expenses related to the operation of the Acquiring Funds.

Manager

Funds Management is the manager to each Acquiring Fund. The following are some key facts about Funds Management:

■

Funds Management is a wholly owned subsidiary of Wells Fargo, a publicly traded diversified financial services company that provides banking, insurance, investment, mortgage and consumer financial services.

■

Funds Management is a registered investment adviser that provides investment management services for registered mutual funds, closed-end funds and other funds and accounts.

■

Funds Management is located at 525 Market Street, San Francisco, California 94105, and Wells Fargo is located at 420 Montgomery Street, San Francisco, California 94163.

Sub-Adviser

Golden Capital, the sub-adviser to each Acquiring Fund, is located at Five Resource Square, Suite 400, 10715 David Taylor Drive, Charlotte, North Carolina 28262. Golden Capital is a registered investment adviser that provides domestic and international equity portfolios to individual investors and institutions of all sizes. Employees of Golden Capital own, indirectly, 35% of the sub-adviser's ownership interests. Wells Fargo owns, indirectly, 65% of Golden Capital's ownership interests.

Investment Management and Sub-Advisory Fees

The Target Funds' advisory agreement provides for a unified fee structure, which means that all (or almost all) fund expenses are paid for by Golden Capital out of the advisory fees it receives from the Target Funds. The Acquiring Funds operate under a different fee structure and as such are subject to other fees in addition to the investment management fee described below. Such other fees are described in the section entitled "Additional Information Regarding the Expenses of the Funds".

As compensation for the investment management services Funds Management provides to each Acquiring Fund, Funds Management is entitled to receive a monthly fee at the annual rates indicated below, as a percentage of the Acquiring Fund's average daily net assets.

Fund	Assets Under Management	Fee
Wells Fargo Large Cap Core Fund	First $500 million	0.700%
	Next $500 million	0.675%
	Next $1 billion	0.650%
	Next $2 billion	0.625%
	Next $1 billion	0.600%
	Next $3 billion	0.590%
	Next $2 billion	0.565%
	Next $2 billion	0.555%
	Next $4 billion	0.530%
	Over $16 billion	0.505%

Wells Fargo Small Cap Core Fund	First $500 million	0.850%
	Next $500 million	0.825%
	Next $1 billion	0.800%
	Next $1 billion	0.775%
	Next $1 billion	0.750%
	Next $1 billion	0.730%
	Next $5 billion	0.720%
	Over $10 billion	0.710%

For providing sub-advisory services to each Acquiring Fund, Golden Capital is entitled to receive monthly fees at the annual rates indicated below, which are stated as a percentage of each Acquiring Fund's average daily net assets. Golden Capital is compensated for its services by Funds Management from the fees Funds Management receives for its services as investment manager to each Acquiring Fund.

Fund	Assets Under Management	Fee
Golden Large Cap Core Fund	First $1 billion	0.350%
	Over $1 billion	0.300%

Golden Small Cap Core Fund	First $200 million	0.550%
	Next $300 million	0.500%
	Over $500 million	0.450%

Prior to July 1, 2015, Funds Management provided advisory services to the Wells Fargo Large Cap Core Fund pursuant to an investment advisory agreement ("Advisory Agreement"). Effective July 1, 2015, Funds Management provides investment management services to the Fund pursuant to an investment management agreement (the "Management Agreement"), which combines the terms of the Advisory Agreement with the terms of the Fund's prior Amended and Restated Administration Agreement applicable to Fund-level administrative services. For the Fund's most recent fiscal year end, the aggregate of the advisory fees paid to Funds Management pursuant to the Advisory Agreement for the period August 1, 2014 through June 30, 2015 and the investment management fees paid to Funds Management pursuant to the Management Agreement for the period July 1, 2015 through July 31, 2015, net of any applicable waivers and reimbursements, were as follows:

Advisory/Investment Management Fees Paid

Fund/Fiscal Year or Period	Advisory/Investment Management Fees Paid
July 31, 2015
Wells Fargo Large Cap Core Fund	$2,749,081

For a discussion regarding the basis for the approval of the Wells Fargo Large Cap Core Fund's Management Agreement by the Trustees of the Acquiring Trust, please see the most recent shareholder report dated July 31, 2015. Since the Wells Fargo Small Cap Core Fund has not yet commenced operations such discussion is not provided.

Multi-Manager Arrangement

The Acquiring Fund and Funds Management have obtained an exemptive order from the SEC that permits Funds Management, subject to Board approval, to select certain sub-advisers and enter into or amend sub-advisory agreements with them, without obtaining shareholder approval. The SEC order extends to sub-advisers that are not otherwise affiliated with Funds Management or the Acquiring Fund, as well as sub-advisers that are wholly-owned subsidiaries of Funds Management or of a company that wholly owns Funds Management ("Multi-Manager Sub-Advisers").

Pursuant to the order, Funds Management, with Board approval, may hire or replace Multi-Manager Sub-Advisers for the Fund. Funds Management, subject to Board oversight, has the responsibility to oversee Multi-Manager Sub-Advisers and to recommend their hiring, termination and replacement. If a new sub-adviser is hired for an Acquiring Fund pursuant to the order, the Acquiring Fund is required to notify shareholders within 90 days. The Acquiring Fund is not required to disclose the individual fees that Funds Management pays to a Multi-Manager Sub-Adviser.

ADDITIONAL INFORMATION REGARDING THE EXPENSES OF THE FUNDS

The Acquiring Funds pay Funds Management a class-level administrative fee. The class-level administrative fee is applied on a class-by-class basis and at rates that differ among classes. Funds Management provides or obtains transfer agency services for the Acquiring Funds as part of its class-level administrative service, and the administrative fee paid on a class-by-class basis is intended in part to compensate Funds Management for providing or obtaining those transfer agency services. The Wells Fargo Large Cap Core Fund's SAI and the Merger SAI contain more information regarding the administration and transfer agency service fees borne by the Acquiring Funds.

Portfolio Managers

The following portfolio managers provide day-to-day portfolio management services to the Acquiring Funds.

WELLS FARGO LARGE CAP CORE FUND

Jeff C. Moser, CFA
Mr. Moser co-founded Golden Capital in 1999, where he currently serves as Chief Operating Officer and Portfolio Manager. Mr. Moser has managed the Fund since 2007.

John R. Campbell, CFA
Mr. Campbell joined Golden Capital in 2006, where he currently serves as Chief Investment Officer and Portfolio Manager. Mr. Campbell has managed the Fund since 2015.

WELLS FARGO SMALL CAP CORE FUND

Justin Carr
Mr. Carr joined Golden Capital in 2011, where he currently serves as Portfolio Manager and Analyst. Mr. Carr has managed the Target Fund since 2015 and will manage the Acquiring Fund following the Merger.

John R. Campbell, CFA
Mr. Campbell joined Golden Capital in 2006, where he currently serves as Chief Investment Officer and Portfolio Manager. Mr. Campbell has managed the Target Fund since 2015 and will manage the Acquiring Fund following the Merger.

Greg Golden, CFA
Mr. Golden co-founded Golden Capital in 1999, where he currently serves as President, Chief Executive Officer and Portfolio Manager. Mr. Golden has managed the Target Fund since 2005 and will manage the Acquiring Fund following the Merger.

Each Acquiring Fund's SAI (or, in the case of the Wells Fargo Small Cap Core Fund, the Merger SAI) contains additional information about the Acquiring Fund's portfolio managers, including other accounts managed, ownership of Acquiring Fund shares and elements of compensation.

Payments to Intermediaries

If you purchase an Acquiring Fund through an intermediary, the Fund and its related companies may pay the intermediary for the sale of Acquiring Fund shares and related services. These payments may create a conflict of interest by influencing the intermediary and your financial professional to recommend the Acquiring Fund over another investment. Consult your financial professional or visit your intermediary's Web site for more information.

MERGER INFORMATION

Board Considerations

The proposed Mergers were presented to the Board of Trustees of the Target Trust (the "Board" or "Trustees"), including a majority of the Trustees who are not "interested persons" as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of the Target Trust (the "Independent Trustees"), at meetings held on September 10, 2015 and December 11, 2015. At the meetings, representatives of Funds Management and Golden Capital provided, and the Trustees reviewed with the assistance of independent legal counsel, detailed information about the proposed reorganizations. In this regard, the Trustees reviewed responses provided by Funds Management to a due diligence questionnaire, which had been circulated and received by the Trustees prior to the December meeting, containing detailed information about the relative sizes of the Funds, the performance records of the Funds, and the expenses of the Funds (including pro forma expense information of each Acquiring Fund following the Mergers), as well as the similarities and differences between the Funds' investment objectives and principal investment strategies. In addition, they received a presentation from Mr. Paul Haast, Senior Vice President and Head of Product and Investments at Funds Management, outlining the terms of the reorganizations and providing information about Funds Management.

The Board considered the potential benefits, risks and costs of the Transaction to shareholders of the Target Funds. In approving the Transaction, the Board considered the following factors, among others:

Similar Investment Goals, Policies and Strategies. The Board noted that the Acquiring Funds have or are expected to have substantially the same investment goals and strategies as the Target Funds. Specifically, the Golden Large Cap Core Fund's investment objective of seeking to achieve long-term capital appreciation is the same as the Wells Fargo Large Cap Core Fund. The Golden Small Cap Core Fund's investment objective of seeking long-term total return is substantially the same as the investment objective adopted by the Wells Fargo Small Cap Core Fund. In addition, under normal market conditions, both the Golden Large Cap Core Fund and the Wells Fargo Large Cap Core Fund invest at least 80% of their total assets (plus borrowings for investment purposes) in the equity securities of large capitalization companies. Under normal circumstances, both the Golden Small Cap Core Fund and the Wells Fargo Small Cap Core Fund will invest at least 80% of their total assets (plus borrowings for investment purposes) in the equity securities of small capitalization companies. There are no significant differences in investment strategies with the exception that: 1) the Acquiring Funds limit investments in equity securities of foreign issuers (including American Depositary Receipts) to 10% of their total assets, whereas the Target Funds may invest in such issuers in unlimited amounts without regard to the 10% cap; 2) the Target Funds have a prohibition on investment in certain oil, gas and mineral exploration investments, where as the Acquiring Funds do not have such a prohibition; and 3) the Acquiring Funds may use a multi-manager structure pursuant to which Golden Capital could, but is not currently expected to, be replaced. Thus, if the proposed Mergers are consummated, Golden Capital will act as the sub-adviser to the Acquiring Funds, and the portfolio management teams that will provide advisory services to the Acquiring Funds are expected to be the same portfolio management teams that provide advisory services to the Target Funds. For these reasons, the Board concluded that there would be significant continuity of management for shareholders of the Target Funds.

Consolidation and Clarification of Product Offering and Potential Greater Prospects for Asset Growth Over Time. The Board noted that the proposed Mergers were viewed generally as an opportunity to bring mutual funds that are advised by affiliates of Wells Fargo and operating on turnkey mutual fund platforms into the Wells Fargo Funds. In doing so, Funds Management has the objective of eliminating comparable or duplicative product offerings among such other funds and the Wells Fargo Funds to reduce the potential for investor confusion. Senior representatives of Wells Fargo and Fund Management discussed the proposed Mergers with the principals of Golden Capital and each concluded that they have a mutual interest in recommending the consolidation of the small and large cap core strategies to eliminate redundancy and potential confusion in the marketplace.
The Reorganization was Recommended by Golden Capital. The Board noted that Golden Capital, as the investment adviser to the Target Funds, was recommending the approval of the proposed Mergers.

No Change in Annual Fund Operating Expenses; Commitment to Provide Fee Waivers and Economies of Scale. The Board noted that there are no differences in the shareholder fees imposed by the Target and Acquiring Funds. In addition, the Board considered that the advisory fees paid by each Target Fund and its corresponding Acquiring Fund are the same. The Board observed, however, that the gross expense ratio of each Acquiring Fund is higher, before waivers, than its corresponding Target Fund because Golden Capital is obligated to pay all (or almost all) of the Target Funds' expenses out of its advisory fee. After waivers though, the Board observed, the expenses of the Acquiring Funds would not be higher than the Target Funds for at least the term through which new contractual fee waivers would be in effect. Thus, although shareholders of each Target Fund would experience an increase in gross expenses following the proposed Mergers, each Acquiring Fund would be subject to an expense cap which would have the effect of negating such increase for a specified period of time. Specifically, the Institutional share class of the Wells Fargo Large Cap Core Fund would be subject to an expense cap that would have the effect of capping the expense ratio at 0.70% through November 30, 2019, and the Institutional share class of the Wells Fargo Small Cap Core Fund would be subject to an expense cap that would have the effect of capping the expense ratio at 1.00% through July 31, 2019. As a result, following the proposed Mergers, shareholders in the Golden Large Cap Core Fund would experience the same net expenses as they currently experience as shareholders of the Target Fund for a period of at least three years, and shareholders in the Golden Small Cap Core Fund would experience lower net expenses than they currently experience as shareholders of the Target Fund for a period of at least three years. Further, the Board considered the potential of the Acquiring Funds to experience economies of scale as a result of being series of the Wells Fargo Funds, which had over 135 series and approximately $228 billion in assets as of June 30, 2015 because certain fixed costs (such as legal, accounting and trustee expenses) would be spread over a larger fund complex.

Tax-Free Reorganization. The Board considered that the proposed Mergers are anticipated to be treated as tax-free reorganizations for federal income tax purposes. This would result in the proposed Mergers being conducted in a manner that is intended not to impose any adverse tax consequences to the Target Funds and their shareholders.

Costs of the Transaction. The Board also considered that, pursuant to the Agreements and Plans of Reorganization (the "Plans"), the Adviser, and not the Target Funds' shareholders, will bear the expenses in connection with the proposed Mergers.

The Terms and Conditions of the Mergers. The Board considered the terms of each Plan. In particular, the Board noted that the transfer of each Target Fund's assets to its corresponding Acquiring Fund would be in exchange for Institutional Class shares of the relevant Acquiring Fund and the relevant Acquiring Fund's assumption of all liabilities of the corresponding Target Fund. In addition, the Board noted that Funds Management confirmed that, based on its analysis of valuation policies for holdings in the Target Funds, the valuation policies of the Target Funds and the Acquiring Funds are substantially the same in all material respects. Accordingly, the Target Funds' assets would be valued the same immediately following the Mergers as they were immediately before the Mergers, and no shareholder dilution would occur as a result of the proposed Mergers.

Based upon their evaluation of the relevant information presented to them, and in light of their fiduciary duties under federal and state law, the Trustees on behalf of the Target Funds, including all of the Independent Trustees, concluded that participating in the proposed Mergers is in the best interests of the Target Funds and that no dilution of value would result to the shareholders of the Target Funds from the proposed Mergers. The Board approved each Plan on December 11, 2015, and recommended that shareholders of each Target Fund approve the applicable Plan.

Agreements and Plans of Reorganization

Each Target Fund will be reorganized into its corresponding Acquiring Fund pursuant to the relevant Plan, the forms of which are attached as Exhibit A and B, as applicable. The following summary is qualified in its entirety by reference to those exhibits. Capitalized terms used below not previously defined herein have the meanings described in the relevant Plan.

Each Plan provides that the relevant Acquiring Fund will acquire all of the assets of the corresponding Target Fund in exchange solely for shares of the Acquiring Fund and the Acquiring Fund's assumption of all of that Target Fund's liabilities, at 9:00 a.m. Eastern Time on the Closing date (the "Effective Time"). Those shares will have a value equal to the value of those assets (measured on the business day immediately preceding the Closing Date) net of those liabilities.

With respect to the Merger of the Golden Large Cap Core Fund and the Wells Fargo Large Cap Core Fund, the number of full and fractional Institutional Class shares of the Acquiring Fund to be received by its corresponding Target Fund will be determined by dividing the value of assets net of known liabilities of the Target Fund by the net asset value ("NAV") of one share of the Acquiring Fund Institutional Class. The relevant Plan specifies that the method of determining the value of the assets, net of liabilities, and the NAV of the Target Fund shall be the same method used in determining the NAV of the Acquiring Fund in the ordinary course. The valuation will be conducted on the business day immediately preceding the Closing Date or upon such other date as the parties may agree, as of the last time that the Acquiring Fund ordinarily calculates its NAV, or as of such other time as the parties may agree (the "Valuation Date").

With respect to the Merger of the Golden Small Cap Core Fund and the Wells Fargo Small Cap Core Fund, the number of full and fractional shares of each class of the Acquiring Fund to be received by each class of the Target Fund will be equal to the number of full and fractional shares of the relevant class of the Target Fund at the Effective Time.

Because the Golden Large Cap Core Fund's taxable year will end as a result of its Merger, prior to the Closing Date such Fund will declare a distribution. Such distribution, together with all previous distributions, will have the effect of distributing to such Fund's shareholders (in its shares, or in cash, as each shareholder has previously elected) substantially all of such Fund's: (i) undistributed investment company taxable income (computed without regard to any deduction for dividends paid) for all taxable periods ending on or prior to the Closing Date, and (ii) undistributed net capital gain realized in all taxable periods ending on or prior to the Closing Date (after reduction by any available capital loss carryovers).

At the Effective Time or as soon as reasonably practicable thereafter, each Target Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on the Valuation Date the full and fractional shares of the corresponding Acquiring Fund received by the Target Fund based on the shares of the Target Fund owned by such shareholders. After these distributions and the winding up of its affairs, each Target Fund will be terminated as a series of the Target Trust in accordance with applicable law and its Trust Instrument as from time to time amended, supplemented or restated (the "Trust Instrument").

A majority of the Trustees of either the Target Trust or the Acquiring Trust, may terminate a Plan on behalf of the relevant Target Fund or Acquiring Fund, respectively, under certain circumstances. In addition, completion of each Merger is subject to numerous conditions set forth in the relevant Plan, including approval by Target Fund shareholders, the accuracy of various representations and warranties, and receipt of a tax opinion to the effect that the Merger will qualify as a tax-free "reorganization" for U.S. federal income tax purposes.

Whether or not a Merger is consummated, Funds Management or one of its affiliates will pay all expenses incurred by each Target Fund and Acquiring Fund in connection with the Mergers (including the cost of any proxy solicitor), except portfolio transaction costs incurred in purchasing or disposing of securities. If a Target Fund's shareholders do not approve its Merger, the Trustees of the Target Trust, on behalf of the Target Fund, may consider other possible courses of action with respect to the Target Fund, including, without limitation, a merger with another fund or a liquidation of the Target Fund.

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

The following discussion summarizes certain material U.S. federal income tax consequences of the Mergers, including an investment in Acquiring Fund shares, that are applicable to you as a Target Fund shareholder. It is based on the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), applicable U.S. Treasury regulations, judicial authority and administrative rulings and practice, all as of the date of this prospectus/proxy statement and all of which are subject to change, including changes with retroactive effect. The discussion below does not address any state, local or foreign tax consequences of the Mergers or of holding Acquiring Fund shares. Your tax treatment may vary depending upon your particular situation. You also may be subject to special rules not discussed below if you are a certain kind of Target Fund shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the United States or an entity that is not organized under the laws of the United States or a political subdivision thereof; a shareholder who holds Target Fund shares as part of a hedge, straddle or conversion transaction; a person who does not hold Target Fund shares as capital asset at the time of the Mergers; a holder of Target Fund shares through a tax-deferred account; an entity taxable as a partnership for U.S. federal income tax purposes; or an investor in such an entity.

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

Qualification of each Merger as Tax-Free "Reorganization" Under the Internal Revenue Code

The obligation of each Acquiring Fund and the corresponding Target Fund to consummate their Merger is contingent upon the Trusts' receipt of an opinion from Buchalter Nemer, PC, tax counsel to the Acquiring Trust, to the effect that the Merger will qualify as a "reorganization" under Section 368(a) of the Internal Revenue Code (specifically, section 368(a)(1)(C) in the case of the Merger involving the Golden Large Cap Core Fund and section 368(a)(1)(F) in the case of the Merger involving Golden Small Cap Core Fund), and therefore:

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

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the Acquiring Fund's tax basis in the assets of the corresponding Target Fund transferred to the Acquiring Fund in the Merger will be the same as the Target Fund's tax basis in the assets immediately prior to the transfer;

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the Acquiring Fund's holding period for each asset of the corresponding Target Fund will include the period during which such asset was held by the Target Fund;

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

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no gain or loss will be recognized by a Target Fund's shareholders upon the exchange of their Target Fund shares for corresponding Acquiring Fund shares;

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the tax basis of an Acquiring Fund's shares that a corresponding Target Fund shareholder receives in connection with the Merger will be the same as the tax basis of his or her Target Fund shares exchanged therefor;

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

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an Acquiring Fund will succeed to, and take into account the attributes of the corresponding Target Fund described in Section 381(c) of the Internal Revenue Code.

The tax opinions described above will be based on then-existing law, will be subject to certain assumptions, qualifications and exclusions and will be based in part on the truth and accuracy of certain representations by each Trust on behalf of its Fund.

Status as a Regulated Investment Company
Since its formation, each Fund has elected and believes it has qualified to be treated as a separate "regulated investment company," or "RIC," under Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue Code. Accordingly, each Fund believes that it has been, and expects to continue to be, relieved of U.S. federal income tax liability to the extent that it makes distributions of its income and gains to its shareholders.

Distribution of Income and Gains
If a substantial portion of the securities held by your Target Fund are disposed of prior to its Merger, it could result in additional portfolio transaction costs to the Target Fund and increased taxable distributions to shareholders of the Target Fund. The actual tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the Target Fund's tax basis in such assets. Any capital gains recognized on a net basis in any such sales that occur prior to the Merger of the Golden Large Cap Core Fund will be distributed to the Target Fund's shareholders as capital gain dividends (to the extent of net capital gain) and/or ordinary dividends (to the extent of net short-term capital gain) during or with respect to the year of sale, and such distributions will be taxable to shareholders.

Additionally, the Golden Large Cap Core Fund's taxable year will end as a result of its Merger, which will accelerate distributions to shareholders from that Fund for its short taxable year ending on the date of the Merger. Specifically, prior to its Merger, that Fund will declare to its shareholders of record one or more distributions of all of its previously undistributed net investment income and net realized capital gain, including capital gains on any securities disposed of in connection with the Merger. A Fund shareholder will be required to include any such distributions in his or her taxable income for the taxable year in which such shareholder receives the distributions. This may result in the recognition of income that could have been deferred or never realized had the Merger not occurred.

Tax Attributes of the Combined Funds: Utilization of Capital Loss Carryovers and Unrealized Losses
For net capital losses realized in taxable years that began before January 1, 2011, U.S. federal income tax law permits a Fund to carry over a net capital loss to offset its capital gain, if any, realized during the eight years following the year of the loss, and such capital loss carryover is treated as a short-term capital loss in the taxable year to which it is carried. For net capital losses realized in taxable years beginning on or after January 1, 2011, (1) a Fund is permitted to carry over a net capital loss to offset its capital gain indefinitely, (2) the excess of a Fund's net short-term capital loss over its net long-term capital gain is treated as a short-term capital loss arising on the first day of the Fund's next taxable year and (3) the excess of a Fund's net long-term capital loss over its net short-term capital gain is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. If future capital gain is offset by carried-over capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether it is distributed to shareholders. The Funds cannot carry back or carry over any net operating losses.

In addition, a Fund's capital loss carryovers and unrealized losses, once realized, may be subject to limitation in the hands of the combined Fund after a Merger under various provisions of the Internal Revenue Code. However, as of the date of this proxy statement/prospectus, none of the Funds has any capital loss carryovers or unrealized losses that are expected to be limited as a result of either Merger. Even if a Merger does not result in the limitation on the use of a Fund's losses, prior or future transactions by a Fund may have done or do so.

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

Qualification as a Regulated Investment Company. It is intended that each Acquiring Fund will continue to qualify for treatment as a RIC under Subchapter M of Chapter 1, Subtitle A of the Internal Revenue Code. Each Acquiring Fund will be treated as a separate entity for U.S. federal income tax purposes. Thus, the provisions of the Internal Revenue Code applicable to RICs generally will apply separately to each Acquiring Fund even though each Acquiring Fund is a series of the Acquiring Trust. Furthermore, each Acquiring Fund will separately determine its income, gains, losses and expenses for U.S. federal income tax purposes.

In order to qualify as a RIC under the Internal Revenue Code, each Acquiring Fund must, among other things, derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, and other income attributable to its business of investing in such stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts) and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined in the Internal Revenue Code. Future U.S. Treasury regulations may (possibly retroactively) exclude from qualifying income foreign currency gains that are not directly related to an Acquiring Fund's principal business of investing in stock, securities or options and futures with respect to stock or securities. In general, for purposes of this 90% gross income requirement, income derived from a partnership, except a qualified publicly traded partnership, will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the Acquiring Fund.

Each Acquiring Fund must also diversify its holdings so that, at the end of each quarter of an Acquiring Fund's taxable year: (i) at least 50% of the fair market value of its total assets consists of (A) cash and cash items (including receivables), U.S. government securities and securities of other RICs, and (B) securities of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of an Acquiring Fund's total assets and do not exceed 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of an Acquiring Fund's total assets consists of the securities of any one issuer (other than those described in clause (i)(A)), the securities of two or more issuers an Acquiring Fund controls and which are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. In addition, for purposes of meeting the diversification requirement described in clause (i)(B), the term "outstanding voting securities of such issuer" includes the equity securities of a qualified publicly traded partnership. The qualifying income and diversification requirements applicable to an Acquiring Fund may limit the extent to which it can engage in transactions in options, futures contracts, forward contracts and swap agreements.

If an Acquiring Fund fails to satisfy any of the qualifying income and diversification requirements in any taxable year, such Acquiring Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirement(s). Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Acquiring Fund corrects the failure within a specified period. If the applicable relief provisions are not available or cannot be met, such Acquiring Fund will be taxed in the same manner as an ordinary corporation, described below.

In addition, with respect to each taxable year, each Acquiring Fund generally must distribute to its shareholders at least 90% of its investment company taxable income, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss. If an Acquiring Fund meets all of the RIC qualification requirements, it generally will not be subject to U.S. federal income tax on any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. For this purpose, an Acquiring Fund generally must make the distributions in the same year that it realizes the income and gain, although in certain circumstances, an Acquiring Fund may make the distributions in the following taxable year. Shareholders generally are taxed on any distributions from an Acquiring Fund in the year they are actually distributed. However, if an Acquiring Fund declares a distribution to shareholders of record in October, November or December of one year and pays the distribution by January 31 of the following year, the Acquiring Fund and its shareholders will be treated as if the Acquiring Fund paid the distribution on December 31 of the first year. Each Acquiring Fund intends to distribute its net income and gain in a timely manner to maintain its status as a RIC and eliminate fund-level U.S. federal income taxation of such income and gain. However, no assurance can be given that an Acquiring Fund will not be subject to U.S. federal income taxation.

Moreover, an Acquiring Fund may retain for investment all or a portion of its net capital gain. If an Acquiring Fund retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may report the retained amount as undistributed capital gain in a written statement furnished to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Acquiring Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of an Acquiring Fund will be increased by an amount equal to the difference between the amount of undistributed capital gain included in the shareholder's gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. An Acquiring Fund is not required to, and there can be no assurance that it will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

If, for any taxable year, an Acquiring Fund fails to qualify as a RIC and is not eligible for relief as described above, it will be taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders, and all distributions from such Acquiring Fund's current and accumulated earnings and profits (including any distributions of its net tax-exempt income and net long-term capital gain) to its shareholders will be taxable as dividend income. To re-qualify to be taxed as a RIC in a subsequent year, an Acquiring Fund may be required to distribute to its shareholders its earnings and profits attributable to non RIC years reduced by an interest charge on 50% of such earnings and profits payable by the Acquiring Fund to the IRS. In addition, if an Acquiring Fund initially qualifies as a RIC but subsequently fails to qualify as a RIC for a period greater than two taxable years, the Acquiring Fund generally will be required to recognize and pay tax on any net unrealized gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Acquiring Fund had been liquidated) or, alternatively, to be subject to tax on such unrealized gain recognized for a period of ten years, in order to re-qualify as a RIC in a subsequent year.

Equalization Accounting. An Acquiring Fund may use the so-called "equalization method" of accounting to allocate a portion of its "earnings and profits," which generally equals the Acquiring Fund's undistributed investment company taxable income and net capital gain, with certain adjustments, to redemption proceeds. This method permits an Acquiring Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect an Acquiring Fund's total returns, it may reduce the amount that an Acquiring Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Acquiring Fund shares on Acquiring Fund distributions to shareholders. However, the IRS has not expressly sanctioned the particular equalization methods used by the Acquiring Funds, and thus the Acquiring Funds' use of these methods may be subject to IRS scrutiny.

For a description of an Acquiring Fund's ability to use capital loss carryovers, see "Tax Attributes of the Combined Funds: Utilization of Capital Loss Carryovers and Unrealized Losses" above.

Excise Tax. If an Acquiring Fund fails to distribute by December 31 of each calendar year at least the sum of 98% of its ordinary income for that year (excluding capital gains and losses), 98.2% of its capital gain net income (adjusted for certain net ordinary losses) for the 12-month period ending on October 31 of that year, and any of its ordinary income and capital gain net income from previous years that was not distributed during such years, the Acquiring Fund will be subject to a nondeductible 4% U.S. federal excise tax on the undistributed amounts (other than to the extent of its tax-exempt interest income, if any). For these purposes, an Acquiring Fund will be treated as having distributed any amount on which it is subject to corporate-level U.S. federal income tax for the taxable year ending within the calendar year. Each Acquiring Fund generally intends to actually distribute or be deemed to have distributed substantially all of its ordinary income and capital gain net income, if any, by the end of each calendar year and thus expects not to be subject to the excise tax. However, no assurance can be given that an Acquiring Fund will not be subject to the excise tax. Moreover, the Acquiring Funds reserve the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, the amount of excise tax to be paid by an Acquiring Fund is determined to be de minimis).

Taxation of Acquiring Fund Investments. In general, realized gains or losses on the sale of securities held by an Acquiring Fund will be treated as capital gains or losses, and long-term capital gains or losses if an Acquiring Fund has held the disposed securities for more than one year at the time of disposition.

If an Acquiring Fund purchases a debt obligation with original issue discount ("OID") (generally, a debt obligation with a purchase price at original issuance less than its principal amount, such as a zero-coupon bond), which generally includes "payment-in-kind" or "PIK" bonds, an Acquiring Fund generally is required to annually include in its taxable income a portion of the OID as ordinary income, even though the Acquiring Fund may not receive cash payments attributable to the OID until a later date, potentially until maturity or disposition of the obligation. A portion of the OID includible in income with respect to certain high-yield corporate discount obligations may be treated as a dividend for U.S. federal income tax purposes. Similarly, if an Acquiring Fund purchases a debt obligation with market discount (generally, a debt obligation with a purchase price after original issuance less than its principal amount (reduced by any accrued OID)), the Acquiring Fund generally is required to annually include in its taxable income a portion of the market discount as ordinary income, even though the Acquiring Fund may not receive cash payments attributable to the market discount until a later date, potentially until maturity or disposition of the obligation. Each Acquiring Fund generally will be required to make distributions to shareholders representing the OID or market discount income on debt obligations that is currently includible in its income, even though the cash representing such income may not have been received by the Acquiring Fund. Cash to pay such distributions may be obtained from sales proceeds of securities held by an Acquiring Fund which the Acquiring Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Acquiring Fund.

If an Acquiring Fund invests in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default, special tax issues may exist for the Acquiring Fund. U.S. federal income tax rules are not entirely clear about issues such as when an Acquiring Fund may cease to accrue interest, OID, or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, and how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by an Acquiring Fund when, as, and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.

If an option granted by an Acquiring Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase by the Acquiring Fund of the option from its holder, the Acquiring Fund will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than the amount paid by the Acquiring Fund in the closing transaction. Some capital losses realized by an Acquiring Fund in the sale, exchange, exercise, or other disposition of an option may be deferred if they result from a position that is part of a "straddle," discussed below. If securities are sold by an Acquiring Fund pursuant to the exercise of a covered call option granted by it, the Acquiring Fund generally will add the premium received to the sale price of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by an Acquiring Fund pursuant to the exercise of a put option granted by it, the Acquiring Fund generally will subtract the premium received from its cost basis in the securities purchased.

Some regulated futures contracts, certain foreign currency contracts, and non-equity listed options in which an Acquiring Fund invests will be deemed "Section 1256 contracts." Each Acquiring Fund will be required to "mark to market" any such contracts held at the end of the taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the "mark-to-market" rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or loss (as described below). These provisions may require an Acquiring Fund to recognize income or gains without a concurrent receipt of cash.

Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the "60%/40%" rule and may require an Acquiring Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts and non-equity options.

Foreign currency gains and losses realized by an Acquiring Fund in connection with certain transactions involving foreign currency-denominated debt obligations, certain options, futures contracts, forward contracts, and similar instruments relating to foreign currency, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Internal Revenue Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Acquiring Fund's income. Under future U.S. Treasury regulations, any such transactions that are not directly related to an Acquiring Fund's investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the Acquiring Fund to satisfy the 90% income test described above. If the net foreign currency loss exceeds an Acquiring Fund's investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for such year will not be deductible by the Acquiring Fund or its shareholders in future years.

Offsetting positions held by an Acquiring Fund involving certain derivative instruments, such as financial forward, futures, and options contracts, may be considered, for U.S. federal income tax purposes, to constitute "straddles." "Straddles" are defined to include "offsetting positions" in actively traded personal property. The tax treatment of "straddles" is governed by Section 1092 of the Internal Revenue Code which, in certain circumstances, overrides or modifies the provisions of Section 1256 of the Internal Revenue Code, described above. If an Acquiring Fund is treated as entering into a "straddle" and at least one (but not all) of the Acquiring Fund's positions in derivative contracts comprising a part of such straddle is governed by Section 1256 then such straddle could be characterized as a "mixed straddle." An Acquiring Fund may make one or more elections with respect to "mixed straddles." Depending upon which election is made, if any, the results with respect to an Acquiring Fund may differ. Generally, to the extent the straddle rules apply to positions established by an Acquiring Fund, losses realized by the Acquiring Fund may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence of a straddle may affect the holding period of the offsetting positions. As a result, the straddle rules could cause distributions that would otherwise constitute qualified dividend income (defined below) to fail to satisfy the applicable holding period requirements (described below) and therefore to be taxed as ordinary income. Furthermore, an Acquiring Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including any interest expense on indebtedness incurred or continued to purchase or carry any positions that are part of the straddle. Because the application of the straddle rules may affect the character and timing of gains and losses from affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the situation where an Acquiring Fund had not engaged in such transactions.

If an Acquiring Fund enters into a "constructive sale" of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Acquiring Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when an Acquiring Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future U.S. Treasury regulations. The character of the gain from constructive sales will depend upon an Acquiring Fund's holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a
constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend upon an Acquiring Fund's holding period in the position and the application of various loss deferral provisions in the Internal Revenue Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th day after the close of an Acquiring Fund's taxable year and the Acquiring Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.

The amount of long-term capital gain an Acquiring Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Internal Revenue Code's rules. The amount of long-term capital gain is limited to the amount of such gain an Acquiring Fund would have had if the Acquiring Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is imposed on the amount of gain that is treated as ordinary income.

In addition, an Acquiring Fund's transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts, and swap agreements) may be subject to other special tax rules, such as the wash sale rules or the short sale rules, the effect of which may be to accelerate income to the Acquiring Fund, defer losses to the Acquiring Fund, cause adjustments to the holding periods of the Acquiring Fund's securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital losses into long- term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.

Rules governing the U.S. federal income tax aspects of derivatives, including swap agreements, are in a developing stage and are not entirely clear in certain respects, particularly in light of an IRS revenue ruling that held that income from a derivative contract with respect to a commodity index is not qualifying income for a RIC. Accordingly, while each Acquiring Fund intends to account for such transactions in a manner it deems to be appropriate, the IRS might not accept such treatment. If it did not, the status of an Acquiring Fund as a RIC might be jeopardized. Certain requirements that must be met under the Internal Revenue Code in order for an Acquiring Fund to qualify as a RIC may limit the extent to which an Acquiring Fund will be able to engage in derivatives transactions.

Each Acquiring Fund may invest in real estate investment trusts ("REITs"). Investments in REIT equity securities may require an Acquiring Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, an Acquiring Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. An Acquiring Fund's investments in REIT equity securities may at other times result in the Acquiring Fund's receipt of cash in excess of the REIT's earnings; if the Acquiring Fund distributes these amounts, these distributions could constitute a return of capital to Acquiring Fund shareholders for U.S. federal income tax purposes. Dividends received by an Acquiring Fund from a REIT generally will not constitute qualified dividend income and will not qualify for the dividends-received deduction available to corporate shareholders.

An Acquiring Fund may invest directly or indirectly in residual interests in real estate mortgage investment conduits ("REMICs") or in other interests that may be treated as taxable mortgage pools ("TMPs") for U.S. federal income tax purposes. Under IRS guidance, an Acquiring Fund must allocate "excess inclusion income" received directly or indirectly from REMIC residual interests or TMPs to its shareholders in proportion to dividends paid to such shareholders, with the same consequences as if the shareholders had invested in the REMIC residual interests or TMPs directly.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) constitutes unrelated business taxable income to Keogh, 401(k) and other qualified pension plans, as well as individual retirement accounts and certain other tax exempt entities, thereby potentially requiring such an entity, which otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, does not qualify for any reduction, by treaty or otherwise, in the 30% U.S. federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (as defined in the Internal Revenue Code) is a record holder of a share in an Acquiring Fund, then the Acquiring Fund will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest U.S. federal corporate income tax rate. To the extent permitted under the 1940 Act, an Acquiring Fund may elect to specially allocate any such tax to the applicable disqualified organization, and thus reduce such shareholder's distributions for the year by the amount of the tax that relates to such shareholder's interest in the Acquiring Fund. Neither Acquiring Fund has yet determined whether such an election will be made.

An Acquiring Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred with respect to PFICs. Elections may be available that would ameliorate these adverse tax consequences, but such elections could require an Acquiring Fund to recognize taxable income or gain without the concurrent receipt of cash. Investments in PFICs could also result in the treatment of associated capital gains as ordinary income. An Acquiring Fund may attempt to limit and/or manage its holdings in PFICs to minimize its tax liability or maximize its returns from these investments but there can be no assurance that it will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC in advance of acquiring shares in the corporation, an Acquiring Fund may incur the tax and interest charges described above in some instances. Dividends paid by an Acquiring Fund attributable to income and gains derived from PFICs will not be eligible to be treated as qualified dividend income.

In addition to the investments described above, prospective shareholders should be aware that other investments made by an Acquiring Fund may involve complex tax rules that may result in income or gain recognition by the Acquiring Fund without corresponding current cash receipts. Although an Acquiring Fund seeks to avoid significant non-cash income, such non-cash income could be recognized by the Acquiring Fund, in which case the Acquiring Fund may have to distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, an Acquiring Fund could be required at times to liquidate investments prematurely in order to satisfy its minimum distribution requirements.

Taxation of Distributions. Distributions paid out of an Acquiring Fund's current and accumulated earnings and profits (as determined at the end of the year), whether paid in cash or reinvested in the Acquiring Fund, generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal income tax return. Dividends and other distributions on an Acquiring Fund's shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed a Fund's realized income and gains, even though such dividends and other distributions may economically represent a return of a particular shareholder's investment. Such distributions are likely to occur in respect of shares acquired at a time when an Acquiring Fund's net asset value reflects gains that are either unrealized, or realized but not distributed. For U.S. federal income tax purposes, an Acquiring Fund's earnings and profits, described above, are determined at the end of the Acquiring Fund's taxable year and are allocated pro rata to distributions paid over the entire year. Distributions in excess of an Acquiring Fund's current and accumulated earnings and profits will first be treated as a return of capital up to the amount of a shareholder's tax basis in the shareholder's Acquiring Fund shares and then as capital gain. Each Acquiring Fund may make distributions in excess of its earnings and profits, from time to time.

For U.S. federal income tax purposes, distributions of net investment income are generally taxable as ordinary income, and distributions of net gains from the sale of investments that an Acquiring Fund owned for one year or less will be taxable as ordinary income. Distributions properly reported in writing by an Acquiring Fund as capital gain dividends will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Acquiring Fund's net capital gain for the taxable year), regardless of how long a shareholder has held Acquiring Fund shares, and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend income. Each Acquiring Fund will report capital gain dividends, if any, in a written statement furnished to its shareholders after the close of the Acquiring Fund's taxable year.

Some states will not tax distributions made to individual shareholders that are attributable to interest an Acquiring Fund earned on direct obligations of the U.S. government if the Acquiring Fund meets the state's minimum investment or reporting requirements, if any. Investments in GNMA or FNMA securities, bankers' acceptances, commercial paper and repurchase agreements collateralized by U.S. government securities generally do not qualify for state tax-free treatment. This exemption may not apply to corporate shareholders.

Sales and Exchanges of Acquiring Fund Shares. If a shareholder sells, pursuant to a cash or in-kind redemption, or exchanges the shareholder's Acquiring Fund shares, subject to the discussion below, the shareholder generally will recognize a taxable capital gain or loss on the difference between the amount received for shares (or deemed received in the case of an exchange) and the shareholder's tax basis in the shares. This gain or loss will be long-term capital gain or loss if the shareholder has held an Acquiring Fund shares for more than one year at the time of the sale or exchange, and short-term otherwise.

If a shareholder sells or exchanges Acquiring Fund shares within 90 days of having acquired such shares and if, before January 31 of the calendar year following the calendar year of the sale or exchange, as a result of having initially acquired those shares, the shareholder subsequently pays a reduced sales charge on a new purchase of shares of the Acquiring Fund or a different RIC, the sales charge previously incurred in acquiring the Acquiring Fund's shares generally shall not be taken into account (to the extent the previous sales charges do not exceed the reduction sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase. Also, if a shareholder recognizes a loss on a disposition of Acquiring Fund shares, the loss will be disallowed under the "wash sale" rules to the extent the shareholder purchases substantially identical shares (including through dividend reinvestment) within the 61 day period beginning 30 days before and ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of the purchased shares.

If a shareholder receives a capital gain dividend with respect to an Acquiring Fund share and the Acquiring Fund share is held for six months or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Acquiring Fund share will be treated as a long-term capital loss to the extent of the capital gain dividend. If such loss is incurred from the redemption of shares pursuant to a periodic redemption plan then U.S. Treasury regulations may permit an exception to this six-month rule. No such regulations have been issued as of the date of this prospectus/proxy statement.

U.S. Federal Income Tax Rates. Non-corporate Acquiring Fund shareholders (i.e., individuals, trusts and estates) are taxed at a maximum rate of 39.6% on ordinary income and 20% on long-term capital gain.

In general, "qualified dividend income" realized by noncorporate Acquiring Fund shareholders is taxable at the same rate as net capital gain. Generally, qualified dividend income is dividend income attributable to certain U.S. and foreign corporations, as long as certain holding period requirements are met. If 95% or more of an Acquiring Fund's gross income (excluding net capital gain) constitutes qualified dividend income, all of its distributions (other than capital gain dividends) will be generally treated as qualified dividend income in the hands of individual shareholders. In general, if less than 95% of an Acquiring Fund's income is attributable to qualified dividend income, then only the portion of the Acquiring Fund's distributions that are attributable to qualified dividend income and reported in writing as such in a timely manner will be so treated in the hands of individual shareholders. Payments received by an Acquiring Fund from securities lending, repurchase, and other derivative transactions ordinarily will not qualify. The rules attributable to the qualification of Acquiring Fund distributions as qualified dividend income are complex, including the holding period requirements. Individual Acquiring Fund shareholders therefore are urged to consult their own tax advisers and financial planners.

The maximum stated corporate U.S. federal income tax rate applicable to ordinary income and net capital gain is 35%. Actual marginal tax rates may be higher for some shareholders, for example, through reductions in deductions. Distributions from an Acquiring Fund may qualify for the "dividends-received deduction" applicable to corporate shareholders with respect to certain dividends. Naturally, the amount of tax payable by any taxpayer will be affected by a combination of tax laws covering, for example, deductions, credits, deferrals, exemptions, sources of income and other matters.

In addition, noncorporate Acquiring Fund shareholders generally will be subject to an additional 3.8% tax on their "net investment income," which ordinarily includes taxable distributions received from an Acquiring Fund and taxable gain on the disposition of Acquiring Fund shares, or, if less, the excess of the shareholder's "modified adjusted gross income" over $250,000 for married persons filing jointly and $200,000 for single taxpayers.

A U.S. withholding tax at a 30% rate will be imposed on dividends and proceeds of redemptions in respect of Acquiring Fund shares received by Acquiring Fund shareholders who own their shares through foreign accounts or foreign intermediaries if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. The Acquiring Funds will not pay any additional amounts in respect to any amounts withheld.

The Acquiring Fund shareholders are advised to discuss with their own tax advisers or financial planners tax rates and withholding taxes imposed upon them.

Backup Withholding. Each Acquiring Fund is generally required to withhold and remit to the U.S. Treasury, subject to certain exemptions (such as for certain corporate or foreign shareholders), an amount equal to 28%of all distributions and redemption proceeds (including proceeds from exchanges and redemptions in-kind) paid or credited to an Acquiring Fund shareholder if (i) the shareholder fails to furnish the Acquiring Fund with a correct "taxpayer identification number" ("TIN"), (ii) the shareholder fails to certify under penalties of perjury that the TIN provided is correct, (iii) the shareholder fails to make certain other certifications, or (iv) the IRS notifies the Acquiring Fund that the shareholder's TIN is incorrect or that the shareholder is otherwise subject to backup withholding. Backup withholding is not an additional tax imposed on a shareholder. A shareholder may apply amounts withheld as a credit against the shareholder's U.S. federal income tax liability and may obtain a refund of any excess amounts withheld, provided that the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder can also be subject to IRS penalties. A shareholder may generally avoid backup withholding by furnishing a properly completed IRS Form W-9.

Generally, distributions made to foreign shareholders will be subject to non-refundable, U.S. federal income tax withholding at a 30% rate (or lower rate provided under an applicable income tax treaty) even if they are funded by income or gains (such as" portfolio interest," short-term capital gain or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to such withholding. Under legislation that has been available from time to time (but not in effect at the date of this prospectus/proxy statement), an Acquiring Fund could report in writing to its shareholders distributions to foreign shareholders that would not be subject to U.S. federal income tax withholding, if the distributions were attributable to "portfolio interest" or short-term capital gain and certain other requirements were met. However, an Acquiring Fund cannot provide any assurance that it will make any such designations even if it could make them.

Capital gain distributions and gains recognized by a foreign shareholder on the redemption of Acquiring Fund shares generally will not be subject to U.S. federal income tax withholding, provided that certain requirements are satisfied.

The 30% (or lower treaty rate) withholding tax described above will be imposed on dividends on, and the gross proceeds of dispositions of, Acquiring Fund shares paid to foreign shareholders unless various information reporting requirements are satisfied. Such withholding tax will generally apply to non-U.S. financial institutions, which are generally defined for this purpose as non-U.S. entities that (i) accept deposits in the ordinary course of a banking or similar business, (ii) are engaged in the business of holding financial assets for the account of others, or (iii) are engaged or hold themselves out as being engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest in such assets. Prospective foreign shareholders are encouraged to consult their tax advisers regarding the implications of this withholding tax on their investment in an Acquiring Fund.

Before investing in an Acquiring Fund's shares, a prospective foreign shareholder should consult with its own tax advisers, including whether the shareholder's investment can qualify for benefits under an applicable income tax treaty.

Tax-Deferred Plans. Shares of an Acquiring Fund may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts. Prospective investors should contact their tax advisers and financial planners regarding the tax consequences to them of holding Acquiring Fund shares through such plans and/or accounts.

Tax-Exempt Shareholders. Tax-exempt shareholders should contact their tax advisers and financial planners regarding the tax consequences to them of an investment in an Acquiring Fund. Any investment in residual interests of a collateralized mortgage obligation that has elected to be treated as a REMIC can create complex U.S. federal income tax consequences, especially if the Acquiring Fund has state or local governments or other tax-exempt organizations as shareholders. Special tax consequences apply to charitable remainder trusts ("CRTs") (as defined in Section 664 of the Internal Revenue Code) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. CRTs are urged to consult their own tax advisers and financial planners concerning these special tax consequences.

Tax Shelter Reporting Regulations. Generally, under U.S. Treasury regulations, if an individual shareholder recognizes a loss of $2 million or more, or if a corporate shareholder recognizes a loss of $10 million or more, with respect to shares, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of securities are in many cases exempt from this reporting requirement, but under current guidance, shareholders of a RIC are not exempt. Future guidance may extend the current exemption from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their own tax advisers to determine the applicability of these regulations in light of their individual circumstances.

Legislative and Administrative Proposals. Prospective shareholders should recognize that the present U.S. federal income tax treatment of an Acquiring Fund and its shareholders may be modified by legislative, judicial or administrative actions at any time, which may be retroactive in effect. The rules dealing with U.S. federal income taxation are constantly under review by Congress, the IRS and the Treasury Department, and statutory changes as well as promulgation of new regulations, revisions to existing statutes, and revised interpretations of established concepts occur frequently. You should consult your tax advisers and financial planners concerning the status of legislative and administrative proposals that may pertain to holding Acquiring Fund shares.

Buying, Selling and Exchanging Fund Shares

SHARE CLASS INFORMATION

The following is a summary description of the share classes of the Target Funds and the Acquiring Funds involved in the Mergers.

TARGET FUNDS
Institutional Class shares of each Target Fund are designed for institutional investors (such as investment advisers, financial institutions, corporations, trusts, estates and religious and charitable organizations) investing for proprietary programs and firm discretionary accounts. Institutional Class shares are offered at NAV without a front-end sales charge, contingent deferred sales charge, 12b-1 fee or shareholder servicing fee.

ACQUIRING FUNDS
Institutional Class shares of each Acquiring Fund are generally available through intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional Class shares are offered at NAV without a front-end sales charge, contingent deferred sales charge, 12b-1 fee or shareholder servicing fee.

Purchase and Redemption Information

Shares of the Target Funds and Acquiring Funds may be bought and sold directly or through certain intermediaries. Additional information on how you can buy, sell or exchange shares of each Fund is available for a Target Fund and the Wells Fargo Large Cap Core Fund in the Fund's prospectus and SAI and, for the Wells Fargo Small Cap Core Fund, in Exhibit B to this prospectus/proxy statement and the Merger SAI. Foreside Fund Services, LLC serves as principal underwriter for the Target Funds and Wells Fargo Distributor, LLC serves as principal underwriter for the Acquiring Funds.

The following tables set forth the minimum initial purchase amounts for each applicable class of shares of the Target Funds and the Acquiring Funds, respectively. Following the Mergers, former shareholders of the Target Funds that received Instititutional Class shares of an Acquiring Fund may purchase Instititional Class shares of any Wells Fargo Fund at their former minimum investment amount.


Golden Large Cap Core Fund	Minimum Initial Investment	Subsequent Investment
Institutional Shares
Shared Accounts	$2,500	$1,000
Retirement Accounts	$2,500	$1,000

Golden Small Cap Core Fund	Minimum Initial Investment	Subsequent Investment
Institutional Shares
Shared Accounts	$2,500	$1,000
Retirement Accounts	$2,500	$1,000

Wells Fargo Large Cap Core Fund	Minimum Initial Investment	Subsequent Investment
Institutional Shares
All Accounts	$1 million	No minimum

Wells Fargo Small Cap Core Fund	Minimum Initial Investment	Subsequent Investment
Institutional Shares
All Accounts	$1 million	No minimum

Each Target Fund reserves the right to waive minimum investment amounts if deemed appropriate by an officer of the Target Trust.

The following investors may buy Institutional Class shares of an Acquiring Fund and are not subject to a minimum initial investment amount, except as noted below:

■

Employee benefit plan programs;

■

Broker-dealer managed account or wrap programs that charge an asset-based fee;

■

Registered investment adviser mutual fund wrap programs or other accounts that charge a fee for advisory, investment, consulting or similar services;

■

Private bank and trust company managed accounts or wrap programs that charge an asset-based fee;

■

Internal Revenue Code Section 529 college savings plan accounts;

■

Funds of funds, including those advised by Funds Management;

■

Investment Management and Trust Departments of Wells Fargo & Company purchasing shares on behalf of their clients;

■

Endowments, non-profits, and charitable organizations who invest a minimum initial investment amount of $500,000 in a Fund;

■

Any other institutions or customers of intermediaries who invest a minimum initial investment amount of $1 million in a Fund;

■

Individual investors who invest a minimum initial investment amount of $1 million directly in a Fund; and

■

Certain investors and related accounts as detailed in the SAI for the Wells Fargo Large Cap Core Fund and the Merger SAI for the Wells Fargo Small Cap Core Fund.

Eligibility requirements for Institutional Class shares of an Acquiring Fund may be modified or discontinued at any time.

Foreign Shareholders. Funds Management has adopted a policy that generally only permits investments in the Wells Fargo Funds by shareholders having both a U.S. address and taxpayer identification number ("TIN") on record with the Wells Fargo Funds. As a result of this policy, following the Mergers, shareholders of a Target Fund for whom the Wells Fargo Funds do not have both a U.S. address and TIN on record and for whom an exception has not been made will no longer be able to make additional investments in the Acquiring Funds, or purchases, exchanges, or transfers, into another Wells Fargo Fund. This includes purchases through direct deposit, automatic investments, or automatic exchanges. In addition, following the Mergers, all dividend or capital gains distributions will be paid to foreign shareholders in cash and mailed to each affected shareholder at his or her current address of record, except that for IRAs, dividends and capital gains will continue to be reinvested until an affected shareholder reaches age 59 ½. For accounts to be eligible for future purchase transactions, the account registration with the Wells Fargo Funds must be at a valid U.S. address and have a valid U.S. TIN on record.

Exchange Privileges

Shares of each Target Fund may be exchanged for shares of the other Target Fund. Shares of each Acquiring Fund may be exchanged for shares of the same class of any other Wells Fargo Fund. No sales charge is imposed on an exchange. If you are making an initial investment into a fund through an exchange, you generally must exchange at least the minimum initial investment amount for the new fund. An exchange is considered both a sale and a purchase of shares and may create a taxable event. Further information regarding the current exchange privileges, the requirements and limitations attendant thereto, and the tax implications are described in each Fund's prospectus and SAI (other than for the Wells Fargo Small Cap Core Fund, for which certain information can be found in Exhibit B of this prospectus/proxy statement and the Merger SAI).

Small Account Redemptions

ACQUIRING FUNDS

We reserve the right to redeem accounts that have values that fall below a Fund's minimum initial investment amount as the result of shareholder redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account value above the Fund's minimum initial investment amount. Following the Mergers, the minimum account balance that will apply to former Target Fund shareholders will be the same as their former minimum account balance, which is detailed in the table in the following section. Please call Investor Services at 1-800-222-8222 or contact your financial professional for further details.

TARGET FUNDS

If the value of your account falls below the minimum account balances in the following table, the Fund may ask you to increase your balance. If the account value is still below the minimum balance after 60 days, the Fund may close your account and send you the proceeds. The Fund will not close your account if it falls below these amounts solely as a result of Fund performance.

Minimum Account Balance	Institutional Shares
Standard Accounts	$1,000
Retirement Accounts	$500

RIGHT TO FREEZE ACCOUNTS, SUSPEND ACCOUNT SERVICES OR REJECT OR TERMINATE AN INVESTMENT

Each Acquiring Fund reserves the right, to the extent permitted by law and/or regulations, to freeze any account or suspend account services when we have received reasonable notice (written or otherwise) of a dispute between registered or beneficial account owners or when we believe a fraudulent transaction may occur or has occurred. Additionally, each Acquiring Fund reserves the right to reject any purchase or exchange request and to terminate a shareholder's investment, including closing the shareholder's account.

Fund Policies and Procedures

Frequent Purchases and Redemptions of Fund Shares

Each Acquiring Fund reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that an Acquiring Fund determines could harm the Acquiring Fund may be rejected.

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

The Acquiring Funds are not designed to serve as vehicles for frequent trading. The Acquiring Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by shareholders. The Board for the Acquiring Trust has approved the Acquiring Funds' policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to an Acquiring Fund by increasing expenses or lowering returns. In this regard, the Acquiring Funds take steps to avoid accommodating frequent purchases and redemptions of shares by shareholders. Funds Management monitors available shareholder trading information across all Wells Fargo Funds that are subject to these policies and procedures on a daily basis. If a shareholder redeems $5,000 or more (including redemptions that are part of an exchange transaction) from such a Wells Fargo Fund, that shareholder is "blocked" from purchasing shares of that Wells Fargo Fund (including purchases that are part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to:

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Dividend reinvestments;

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Systematic investments or exchanges where the financial intermediary maintaining the shareholder account identifies the transaction as a systematic redemption or purchase at the time of the transaction;

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Rebalancing transactions within certain asset allocation or "wrap" programs where the financial intermediary maintaining a shareholder account is able to identify the transaction as part of an asset allocation program approved by Funds Management;

■

Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;

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Permitted exchanges between share classes of the same Wells Fargo Fund;

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Certain transactions involving participants in employer-sponsored retirement plans, including: participant withdrawals due to mandatory distributions, rollovers and hardships, withdrawals of shares acquired by participants through payroll deductions, and shares acquired or sold by a participant in connection with plan loans; and

■

Purchases below $5,000 (including purchases that are part of an exchange transaction).

In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations.

In the event that an asset allocation or "wrap" program is unable to implement the policy outlined above, Funds Management may grant a program-level exception to this policy. A financial intermediary relying on the exception is required to provide Funds Management with specific information regarding its program and ongoing information about its program upon request.

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

Dividend Policy

The Target Funds and Acquiring Funds each distribute their investment company taxable income and their net realized gains annually.

With respect to both the Target Funds and the Acquiring Funds, unless a shareholder chooses otherwise on the account application, all dividend, capital gain and other distribution payments made by a Fund will be reinvested in additional shares of the Fund. Alternatively, a shareholder may elect to receive all distributions in cash.

Another distribution option for the Target Funds is to have your distributions of $10 or more sent directly to your bank account or paid to you by check.

Another distribution option for the Acquiring Funds is to reinvest dividends and capital gains earned into an existing account in another Wells Fargo Fund in the same share class and same registration automatically.

Pricing Fund Shares

The following describes how the Acquiring Funds price their shares.

An Acquiring Fund's NAV is the value of a single share. The NAV is calculated as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day that the NYSE is open, although an Acquiring Fund may deviate from this calculation time under unusual or unexpected circumstances. The NAV is calculated separately for each class of shares of a multiple-class Acquiring Fund. The most recent NAV for each class of an Acquiring Fund is available at wellsfargofunds.com. To calculate the NAV of an Acquiring Fund's shares, the Acquiring Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption request is processed is based on the next NAV calculated after the request is received in good order. Generally, NAV is not calculated, and purchase and redemption requests are not processed, on days that the NYSE is closed for trading; however under unusual or unexpected circumstances an Acquiring Fund may elect to remain open even on days that the NYSE is closed or closes early. To the extent that an Acquiring Fund's assets are traded in various markets on days when the Acquring Fund is closed, the value of the Acquiring Fund's assets may be affected on days when you are unable to buy or sell shares. Conversely, trading in some of an Acquiring Fund's assets may not occur on days when the Acquiring Fund is open.

With respect to any portion of an Acquiring Fund's assets that may be invested in other mutual funds, the value of the Acquiring Fund's shares is based on the NAV of the shares of the other mutual funds in which the Acquiring Fund invests. The valuation methods used by mutual funds in pricing their shares, including the circumstances under which they will use fair value pricing and the effects of using fair value pricing, are included in the prospectuses of such funds. To the extent an Acquiring Fund invests a portion of its assets in non-registered investment vehicles, the Acquiring Fund's interests in the non-registered vehicles are fair valued at NAV.

With respect to an Acquiring Fund's assets invested directly in securities, the Acquiring Fund's investments are generally valued at current market prices. Equity securities, options and futures are generally valued at the official closing price or, if none, the last reported sales price on the primary exchange or market on which they are listed (closing price). Equity securities that are not traded primarily on an exchange are generally valued at the quoted bid price obtained from a broker-dealer.

Debt securities are valued at the evaluated bid price provided by an independent pricing service or, if a reliable price is not available, the quoted bid price from an independent broker-dealer.

We are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments if we believe that the closing price or the quoted bid price of a security, including a security that trades primarily on a foreign exchange, does not accurately reflect its current market value at the time as of which an Acquiring Fund calculates its NAV. The closing price or the quoted bid price of a security may not reflect its current market value if, among other things, a significant event occurs after the closing price or quoted bid price but before the time as of which an Acquiring Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systemic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable and, if not, what fair market value to assign to the security. In addition, we use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations or evaluated prices from a pricing service or broker-dealer are not readily available.

The fair value of an Acquiring Fund's securities and other assets is determined in good faith pursuant to policies and procedures adopted by the Acquiring Fund's Board of Trustees. In light of the judgment involved in making fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that the Acquiring Fund could obtain for such security if it were to sell the security at the time as of which fair value pricing is determined. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or quoted bid price. See the Wells Fargo Large Cap Core Fund SAI and the Merger SAI for additional details regarding the determination of NAVs.

Information on Shareholders' Rights

Form of Organization

The Target Funds and Acquiring Funds are series of the Target Trust and Acquiring Trust, respectively. Each Trust is an open-end management investment company registered with the SEC under the 1940 Act, which continuously offers shares to the public. Each Trust is organized as a Delaware statutory trust and is governed by its respective governing trust document—for the Acquiring Trust, the Amended and Restated Declaration of Trust (the "Declaration of Trust"), and for the Target Trust, the Trust Instrument—and applicable state and federal law.

Capitalization

The beneficial interests in the Target Funds and the Acquiring Funds are represented by an unlimited number of transferable shares of beneficial interest. The Target Trust's and Acquiring Trust's governing documents permit the Trustees to allocate shares into an unlimited number of series, and classes thereof, with rights determined by the Trustees, all without shareholder approval. Fractional shares may be issued by both the Target Funds and Acquiring Funds. Each Target Fund's and Acquiring Fund's shares represent equal proportionate interests in the assets belonging to the shares of the same class of that Fund. Except as otherwise required by the 1940 Act or other applicable law, shareholders of each Fund are entitled to receive dividends and other amounts as determined by the Trustees. Shareholders of each Target Fund and Acquiring Fund vote separately, by class, as to matters that affect only their particular class and, by Fund, as to matters, such as approval of or amendments to advisory or investment management agreements or proposed mergers, that affect only their particular Fund.

Shareholder Liability

Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitation of personal liability extended to stockholders of Delaware corporations. Other than in a limited number of states, no such similar statutory or other authority limiting business trust shareholder liability exists. As a result, to the extent that the Target Trust or the Acquiring Trust (together, the "Trusts") or shareholders of the Trusts are subject to the jurisdiction of a court that does not apply Delaware law, shareholders of the relevant Trust may be subject to liability. To guard against this risk, each of the Trust Instrument and Declaration of Trust (a) provides that any written obligation of such Trust may contain a statement that such obligation may only be enforced against the assets of the relevant Trust or the particular series in question and the obligation is not binding upon the shareholders of the relevant Trust; however, the omission of such a disclaimer will not operate to create personal liability for any shareholder; and (b) provides for indemnification out of Trust property of any shareholder held personally liable for the obligations of the relevant Trust. Accordingly, the risk of a shareholder of a Trust incurring financial loss beyond that shareholder's investment because of shareholder liability should be limited to circumstances in which: (i) the court refuses to apply Delaware law; (ii) no contractual limitation of liability was in effect; and (iii) the relevant Trust itself is unable to meet its obligations.

Shareholder Meeting and Voting Rights

The Trusts are not required to hold annual meetings of shareholders and do not currently intend to hold regular shareholder meetings. With respect to each Trust, a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee must be called when requested in writing by the holder(s) of at least 10% of the outstanding shares of the relevant Trust. With respect to the Target Trust, any Trustee may be removed by action of at least 2/3 of the outstanding shares. With respect to the Acquiring Trust, any Trustee may be removed by action of at least 2/3 of the outstanding shares or if required by Section 16(c) of the 1940 Act, as interpreted by the staff of the SEC.

Each Trust is required to call a meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of the Trustees then holding office were elected by shareholders. Cumulative voting is not permitted in the election of Trustees. Except when a larger quorum is required by applicable law, 33 1/3% of the issued and outstanding shares of each Fund entitled to vote constitutes a quorum for consideration of a matter. For each Fund, when a quorum is present a majority (greater than 50%) of the votes cast is sufficient to act on a matter (unless otherwise specifically required by the applicable governing documents or other law, including the 1940 Act), except that, with respect to the Target Trust, a plurality of the shares voted may elect a Trustee.

The Trust Instrument of the Target Trust and the Declaration of Trust of the Acquiring Trust each provides that each share is entitled to one vote, and each fractional share to a proportionate fraction of a vote.

Liquidation

In the event of the liquidation of any of the Acquiring or Target Funds, the shareholders would be entitled to receive, when and as declared by the applicable Board of Trustees, the excess of the assets belonging to such Fund and attributable to the class over the liabilities belonging to the Fund and attributable to the class. In either case, the assets so distributable to shareholders of the Fund will be distributed among the shareholders in proportion to the number of shares of the class of the Fund held by them and recorded on the books of the Fund.

Liability and Indemnification of Trustees

Under the Trust Instrument for the Target Trust, each Trustee of the Target Trust is entitled to be indemnified to the fullest extent permitted by law against liability and against all 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 Trustee and against amounts paid or incurred by him or her in the settlement thereof, subject to certain exceptions. For example, a Trustee may be liable to the relevant Target Fund and its shareholders for such Trustee's own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee. The Target Trust may advance money for litigation expenses provided that the Trustee undertakes to repay the relevant Target Fund if his or her conduct is later determined to preclude indemnification and certain other conditions are met.

Under the Declaration of Trust for the Acquiring Trust, 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 the Trustees shall not be personally liable therefor. No Trustee 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 Trustee 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 Trustee by the Declaration of Trust, except that a Trustee shall be liable for any loss, damage or claim incurred by reason of such Trustee's willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. Subject only to the express limitations in the 1940 Act, other applicable laws, and the Declaration of Trust, the Trust or the appropriate series shall indemnify each of its Trustees to the fullest extent permitted under the 1940 Act and other applicable laws. The Acquiring Trust may also advance money for such litigation provided that the Trustee undertakes to repay the relevant Fund if his or her conduct is later determined to preclude indemnification and certain other conditions are met.

The foregoing is only a summary of certain characteristics of the operations of the Trust Instrument of the Target Trust, the Declaration of Trust of the Acquiring Trust and Delaware law and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Trust Instrument, the Declaration of Trust and Delaware law directly for more complete information.

VOTING INFORMATION CONCERNING THE MEETING

Shareholder Information

This prospectus/proxy statement is being sent to shareholders of each Target Fund in connection with the solicitation of proxies by the Trustees of the Target Trust, to be used at the Meeting to be held at 10:00 a.m., Eastern Standard Time, on March 18, 2016 at the offices of Forum Funds, 3 Canal Plaza, Suite 600, Portland, Maine 04101, and at any adjournments thereof. This prospectus/proxy statement, along with a Notice of the Meeting and a proxy card, is first being mailed to shareholders of each Target Fund on or about February 27, 2016. Only shareholders of record as of the close of business on January 19, 2016 (the "Record Date") are entitled to notice, and to vote at the Meeting or any adjournment(s) thereof. If you wish to participate in the Meeting, you may submit the proxy card included with this prospectus/proxy statement by mail, vote by other means, such as by telephone, or attend the Meeting in person. (See the back of this prospectus/proxy statement and the proxy card for voting instructions.) If you wish to attend the Meeting in person, please call [insert phone number] for instructions.

You can vote by returning your properly executed proxy card in the envelope provided. When you complete and sign your proxy card, the proxies named will vote on your behalf at the Meeting (or any adjournments thereof) as you have indicated. If you return a properly executed proxy card, but no choice is specified, your shares will be voted FOR approval of the relevant Plan. If any other matters are properly presented at the Meeting for action, the persons named as proxies will vote in accordance with the views of management of the Target Fund. If any other matters about which the Target Fund did not have timely notice properly come before the Meeting, authorization is given to the proxy holders to vote in accordance with the views of management of the Target Fund. Abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum, and will have the effect of a vote against the relevant Plan. Any proposal for which sufficient favorable votes have been received by the time of the Meeting may be acted upon and considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. In certain circumstances in which the Target Fund has received sufficient votes to approve a matter being recommended for approval by the Target Fund Trustees, the Target Fund may request that brokers and nominees, in their discretion, withhold submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the matter.

Shareholders may revoke a proxy prior to the Meeting by giving timely written notice of such revocation to the Target Trust at the address above, stating that the proxy is revoked, by submitting a subsequent proxy timely and in accordance with the methods prescribed by this prospectus/proxy statement, or by attending the Meeting and voting in person. Any shareholder who has returned a properly executed proxy card, including a broker who may hold shares on your behalf, has the right to revoke it at any time prior to its exercise by attending the Meeting and voting his or her shares in person, by submitting a letter of revocation to the Target Trust prior to the date of the Meeting, by submitting a later dated and properly executed proxy card to the Target Trust prior to the date of the Meeting, in accordance with the methods prescribed in this prospectus/proxy statement. Unless revoked, all valid proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR approval of the relevant Plan.

The Trust Instrument of the Target Fund states that one-third of the issued and outstanding shares of a Target Fund entitled to vote in person or by proxy at the Meeting shall constitute a quorum for the transaction of business at the Meeting. However, approval of a Merger requires the affirmative vote of the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Target Fund. A vote of the majority of the outstanding voting securities is defined in the 1940 Act as the lesser of (i) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Target Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Target Fund.

In voting on a Plan, each share of the relevant Target Fund will be entitled to one vote, and each fractional share will be entitled to a proportionate fractional vote.

Proxy solicitations will be made primarily by mail, but proxy solicitations may also be made by telephone, through the Internet or personal solicitations conducted by officers and employees of AST Fund Solutions, its affiliates or other representatives of the Target Fund (who will not be paid for their soliciting activities). In addition, AST Fund Solutions, the proxy solicitor, may make proxy solicitations and will receive compensation for seeking shareholder votes and answering shareholder questions in an amount estimated to be $2,947 with respect to the proposal covered by this prospectus/proxy statement. That cost and other expenses of the Meeting and the Mergers will be paid by Funds Management or one of its affiliates.

In the event a quorum is not present at the Meeting or in the event that a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies will vote in favor of adjournment those proxies that they are entitled to vote in favor of the proposal. They will vote against any such adjournment those proxies required to be voted against the proposal. The Meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares of a Target Fund represented at the Meeting, either in person or by proxy. Abstentions and broker non-votes will not be voted on a motion to adjourn.

A shareholder who objects to a proposed Merger will not be entitled under either Delaware law or the Trust Instrument to demand payment for, or an appraisal of, his or her shares. However, shareholders should be aware that each Merger as proposed is not expected to result directly in recognition of gain or loss to shareholders for U.S. federal income tax purposes and that, if each Merger is consummated, shareholders will be free to redeem the shares of the Acquiring Fund which they receive in the transaction at their then-current net asset value. Shares of each Target Fund may be redeemed at any time prior to the consummation of its Mergers. Shareholders of the Target Funds may wish to consult their own tax advisers and financial planners as to any differing consequences of redeeming Target Fund shares prior to the Mergers or exchanging such shares in the Mergers.

The Merger of each Target Fund is not conditioned on the Merger of the other Target Fund. Accordingly, the failure of a Target Fund's shareholders to vote to approve its Merger will not preclude consummation of the other Target Fund's Merger. If a Target Fund's shareholders do not vote to approve its Merger, the Trustees of the Target Trust may consider other possible courses of action for that Target Fund, including liquidation.

The votes of the shareholders of the Acquiring Funds are not being solicited by this prospectus/proxy statement and are not required to carry out the Mergers.

NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES. Please advise the Target Funds whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of this prospectus/proxy statement needed to supply copies to the beneficial owners of the respective shares.

The number of shares of each Target Fund outstanding as of the Record Date was as follows:

Class of Shares	Number of Shares Outstanding and Entitled to Vote	Number of Votes by Class
Golden Large Cap Core
Institutional Class	[Number]	[Number]
Golden Small Cap Core Fund
Institutional Class	[Number]	[Number]

As of January 19, 2016, the officers and Trustees of the Target Trust owned as a group less than 1% of the outstanding shares of any class of each Target Fund and the officers and Trustees of the Acquiring Trust owned as a group less than 1% of the outstanding shares of any class of each Acquiring Fund. Except as noted below in the table, to each Fund's knowledge, no persons owned of record 5% or more of any class of shares of the respective Fund. No person is reflected on the books and records of the Funds as owning beneficially 5% or more of any shares of the Funds as of January 19, 2016. Any shareholder who holds beneficially 25% or more of the outstanding common shares of a Fund may be deemed to control the Fund until such time as it holds beneficially less than 25% of the outstanding common shares of the Fund. Any shareholder controlling a Fund may be able to determine the outcome of issues that are submitted to shareholders for vote, including the vote to approve the Plan, and may be able to take action regarding the Fund without the consent or approval of the other shareholders. [TO BE UPDATED AS APPROPRIATE]

Golden Large Cap Core Fund
Name and Address of Shareholders	Class	Number of Shares	Percentage of Shares of Class Before Merger
	Institutional
	Institutional
	Institutional
	Institutional
	Institutional
	Institutional

Golden Small Cap Core Fund
Name and Address of Shareholders	Class	Number of Shares	Percentage of Shares of Class Before Merger
	Institutional
	Institutional
	Institutional

Wells Fargo Large Cap Core Fund
Name and Address of Shareholders	Class	Number of Shares	Percentage of Shares of Class Before Merger
	Institutional
	Institutional

Financial Statements

The audited financial highlights of each Target Fund and the Wells Fargo Large Cap Core Fund for the last five fiscal years are incorporated by reference from the applicable Fund's prospectus. Since the Wells Fargo Small Cap Fund is a Shell Fund, it has not yet commenced operations and therefore, financial statements for this particular Acquiring Fund are not yet available.

The Merger SAI incorporates by reference the following financial statements, including the financial highlights for the periods indicated therein and the reports thereon of KPMG LLP, independent registered public accounting firm to the Acquiring Funds, and BBD, LLP, independent registered public accounting firm to the Target Funds.

Fund Name	Financial Statements as of	Audited or Unaudited
Golden Large Cap Core Fund	6/30/2015	Audited
Golden Small Cap Core Fund	6/30/2015	Audited
Wells Fargo Large Cap Core Fund	7/31/2015	Audited

Pro Forma Capitalization

GOLDEN LARGE CAP CORE FUND INTO WELLS FARGO LARGE CAP CORE FUND

The following table sets forth the capitalizations of each of the Target and Acquiring Funds as of July 31, 2015, and the capitalization of the Acquiring Fund on a pro forma basis as of that date after giving effect to the proposed acquisition of assets at net asset value. The pro forma data reflects an exchange ratio of approximately 0.92 for each Institutional Class share of the Acquiring Fund issued for each Institutional Class share of the Target Fund. The exchange ratio used in the Merger will likely be different from the one shown here. The Wells Fargo Large Cap Core Fund will be the accounting survivor following the Merger.

	Golden Large Cap Core Fund (Target Fund)	Wells Fargo Large Cap Core Fund (Acquiring Fund)	Adjustments	Combined Pro forma
Total Net Assets
Class A	$0	$97,040,869	$0	$97,040,869
Class C	$0	$53,076,322	$0	$53,076,322
Administrator Class	$0	$83,692,149	$0	$83,692,149
Institutional Class	$104,239,076	$63,235,345	$0	$167,474,421
Investor	$0	$286,809,017	$0	$286,809,017
Total	$104,239,076	$583,853,702	$0	$688,092,778
Net Asset Value per Share
Class A	N/A	$15.81		$15.81
Class C	N/A	$15.61		$15.61
Administrator Class	N/A	$15.87		$15.87
Institutional Class	$14.70	$15.91		$15.91
Investor	N/A	$15.85		$15.85
Total Shares Outstanding
Class A	N/A	6,136,488	0	6,136,488
Class C	N/A	3,400,174	0	3,400,174
Administrator Class	N/A	5,272,311	0	5,272,311
Institutional Class	7,091,770	3,974,802	(539,606)	10,526,966
Investor	N/A	18,095,976	0	18,095,976
Total	7,091,770	36,879,751	(539,606)	43,431,915

GOLDEN SMALL CAP CORE FUND INTO WELLS FARGO SMALL CAP CORE FUND

The following table sets forth the capitalization of the Target Fund as of July 31, 2015, and the capitalization of the Acquiring Fund on a pro forma basis as of that date after giving effect to the proposed acquisition of assets at net asset value. Since the Acquiring Fund is a "Shell Fund", no capitalization figures have been provided with respect to the Acquiring Fund.The pro forma data reflects an exchange ratio of approximately 1.00 for each Institutional Class share of the Acquiring Fund issued for each Institutional Class share of the Target Fund. The Golden Small Cap Core Fund will be the accounting survivor following the Merger.

	Golden Small Cap Core Fund (Target Fund)	Adjustments	Wells Fargo Small Cap Core Pro forma
Total Net Assets
Institutional Class	$88,026,890	$0	$88,026,890
Total	$88,026,890	$0	$88,026,890
Net Asset Value per Share
Institutional Class	$18.84	$0	$18.84
Total Shares Outstanding
Institutional Class	4,672,181	0	4,672,181
Total	4,672,181	0	4,672,181

Additional Information

The Target Trust and the Acquiring Trust are subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports and other information with the SEC.

Reports, proxy material, registration statements, and other information can be inspected and copies may be obtained at prescribed rates at the Public Reference Facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such filings may be available at the following Commission regional offices: 3 World Financial Center, Suite 400, New York, NY 10281-1022; 33 Arch Street, 23rd Floor, Boston, MA 02110-1424; 701 Market Street, Philadelphia, PA 19106-1532; 801 Brickell Ave., Suite 1800, Miami, FL 33131; 3475 Lenox Road, N.E., Suite 1000, Atlanta, GA 30326-1232; 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604; 1801 California Street, Suite 1500, Denver, CO 80202-2656; Burnett Plaza, Suite 1900, 801 Cherry Street, Unit 18, Fort Worth, TX 76102; 15 W. South Temple Street, Suite 1800, Salt Lake City, UT 84101; 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036-3648; and 44 Montgomery Street, Suite 2600, San Francisco, CA 94104.

Copies of such materials can also be obtained by mail from the Public Reference Branch, Office of Consumer Affairs and Informational Services, SEC, Washington, D.C. 20549 at prescribed rates or by calling 1-202-551-8090.

Other Business

The Trustees of the Target Trust do not intend to present any other business at the Meeting. If any other matters are properly presented at the Meeting for action by shareholders of a Target Fund, the persons named as proxies will vote in accordance with the views of management of the Target Fund.

THE TRUSTEES OF THE TARGET TRUST RECOMMEND APPROVAL OF THE PLAN WITH RESPECT TO EACH TARGET FUND. ANY PROPERLY EXECUTED PROXY CARDS RECEIVED WITHOUT INSTRUCTIONS WILL BE VOTED IN FAVOR OF APPROVAL OF THE PLAN.

Filing Date, 2016

Instructions for Executing Proxy Card

The following general rules for signing proxy cards may be of assistance to you and may help to avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the Registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to a name shown in the Registration on the proxy card.

3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of Registration. For example:

REGISTRATION CORPORATE ACCOUNTS	VALID SIGNATURE
(1) ABC Corp.	ABC Corp.
(2) ABC Corp.	John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer	John Doe
(4) ABC Corp. Profit Sharing Plan	John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust	Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78	Jane B. Doe, Trustee
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA	John B. Smith
(2) John B. Smith	John B. Smith, Jr., Executor

After completing your proxy card, return it in the enclosed postage-paid envelope.

OTHER WAYS TO VOTE YOUR PROXY
(Certain of the options outlined below may not be available to all shareholders. Please consult your proxy card for a list of the voting methods that are available to you).

VOTE BY TELEPHONE:

1. Read the prospectus/proxy statement and have your proxy card at hand.
2. Call the toll-free number on your proxy card.

VOTE BY INTERNET:

1. Read the prospectus/proxy statement and have your proxy card at hand.
2. Go to the Web site indicated on your proxy card and follow the voting instructions.

The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholders' instructions have been recorded properly. Please note that, although there is no charge to you for voting by telephone or electronically through the Internet associated with this prospectus/proxy statement, there may be costs associated with electronic access, such as usage charges from Internet service providers and telephone companies, that must be borne by the shareholders.

Voting by telephone or Internet is generally available 24 hours a day. Do not mail the proxy card if you are voting by telephone or Internet. If you have any questions about voting, please call AST Fund Solutions, our proxy solicitor, at 800-461-9313 (toll free).

EXHIBIT A

Agreement and Plan of Reorganization - Wells Fargo Large Cap Core Fund and Golden Large Cap Core Fund

Dated as of [December __, 2015]

This AGREEMENT AND PLAN OF REORGANIZATION (this "Plan") is made as of this __ day of December, 2015, by and among the Wells Fargo Funds Trust (the "WF Fund Trust"), a Delaware statutory trust, for itself and with respect to the Acquiring Fund, as defined below, acting on its own behalf separately from all of the other parties hereto and not jointly or jointly and severally with any other party hereto; Forum Funds (the "Forum Fund Trust"), a Delaware statutory trust, for itself and with respect to the Target Fund, as defined below, acting on its own behalf separately from all of the other parties hereto and not jointly or jointly and severally with any other party hereto; and as to Section 16 of this Plan only, Wells Fargo Funds Management, LLC ("Wells Fargo Funds Management"), the investment manager to each series of the WF Fund Trust;

WHEREAS, the WF Fund Trust and the Forum Fund Trust 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, Wells Fargo Funds Management and Golden Capital Management, LLC, the investment adviser to the Target Fund, are "affiliated persons" of each other under Section 2(a)(3)(C) of the 1940 Act due to their common ownership;
WHEREAS, the parties desire that the Acquiring Fund acquire all of the Assets and assume all of the Liabilities of the Target Fund, as defined below, in exchange for shares of the Acquiring Fund; and that such shares of the Acquiring Fund be distributed to the shareholders of the Target Fund in connection with the liquidation and termination of the Target Fund (collectively, the "Reorganization");
WHEREAS, the parties intend that the Reorganization qualify as a "reorganization," within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Acquiring Fund and the Target Fund each will be a "party to a reorganization," within the meaning of Section 368(b) of the Code, with respect to the Reorganization;

NOW, THEREFORE, in accordance with the mutual promises described herein, the parties agree as follows:

1. Definitions.
In addition to the terms defined above, 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 Institutional Class of shares of the Acquiring Fund that the WF Fund Trust will issue to the Target Fund.

Acquiring Fund: Wells Fargo Large Cap Core Fund.

Acquiring Fund Financial Statements: The audited financial statements of the Acquiring Fund for its most recently completed fiscal year together with the unaudited financial statements of the Acquiring Fund for any semi-annual period completed since the end of the most recently completed fiscal year, in each case to the extent available.

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 Effective Time and wherever located. Assets include, without limitation, 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 and receivables for shares sold) owned by a Fund and any deferred or prepaid expense shown as an asset on such Fund's books.

Assets List: A list of securities and other Assets of or attributable to the Target Fund as of the date provided.

Atlantic: Atlantic Fund Administration, LLC.

Board: The Board of Trustees of the WF Fund Trust or the Forum Fund Trust, as applicable.

Closing Date: [ ], 2016, or such other date as the parties may agree to in writing, including any postponements described in the definition of Valuation Time.

Effective Time: 9:00 a.m. Eastern Time on the business day following the Closing Date, or such other time and date as the parties may agree to in writing.

Fund: The Acquiring Fund or the Target Fund, as applicable.

Liabilities: All liabilities of, or allocated or attributable to, a Fund, whether known or unknown, accrued or unaccrued, absolute or contingent, conditional or fixed, matured or unmatured. For clarity and without limitation, the Liabilities of the Target Fund include all of its present or future obligations under or in respect of deferred compensation and as to indemnification (including without limitation with respect to any action, suit, or proceeding, whether or not currently pending or threatened).

Material Agreements: The agreements set forth in Schedule A, as it may be amended from time to time.

Reorganization Documents: With respect to the Acquiring Fund, such bills of sale, assignments, and other instruments of transfer as the WF Fund Trust reasonably deems necessary or desirable to effect the Target Fund's transfer of all of its rights and title to and interest in its Assets to the Acquiring Fund. With respect to the Target Fund, such instruments of assumption, instruments of transfer, and other documents as the Forum Fund Trust reasonably deems necessary or desirable to effect the Acquiring Fund's assumption of all of the Target Fund's Liabilities.

Registration Statement: The WF Fund Trust's registration statement on Form N-14 relating to the Reorganization.

Schedule A: Schedule A to this Plan, as it may be amended from time to time.

Target Class: The Institutional Class shares of the Target Fund.

Target Fund: Golden Large Cap Core Fund.

Target Fund Financial Statements: The audited financial statements of the Target Fund for its most recently completed fiscal year together with the unaudited financial statements of the Target Fund for any semi-annual period completed since the end of the most recently completed fiscal year, in each case to the extent available.

Valuation Time: The last time on the Closing Date, or such other time and date as the parties may agree to in writing, when the WF Fund Trust determines the net asset value of the shares of the Acquiring Fund as set forth in its currently effective registration statement on Form N-1A as filed with the SEC. In the event the New York Stock Exchange or another primary trading market for portfolio securities of either Fund shall be closed to trading, or trading thereon shall be restricted or trading or the reporting of trading on the New York Stock Exchange or other primary trading market shall be disrupted so that accurate appraisal of the value of the net assets of either Fund is impracticable, the Valuation Time shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. In such event, the Effective Time shall automatically be postponed so that it occurs on the first business day after the Valuation Time.

2. Regulatory Filings. The WF Fund Trust shall prepare and file any required filings including, without limitation, filings with state or foreign securities regulatory authorities in connection with the Reorganization, and the Forum Fund Trust shall assist the WF Fund Trust in preparing any such required filings.

3. Transfer of Target Fund Assets. The Forum Fund Trust, with respect to the Target Fund, and the WF Fund Trust, with respect to the Acquiring Fund, shall take the following steps with respect to the Reorganization:

(a) Within a reasonable time prior to the Closing Date, the Target Fund shall provide, if requested, the Assets List to the Acquiring Fund. The Target Fund may sell any investment on the Assets List prior to the Valuation Time. After the Target Fund provides the Assets List, the Target Fund will notify the Acquiring Fund of its purchase or incurrence of additional investments or of any additional encumbrances, rights, restrictions or claims not reflected on the Assets List, within a reasonable time period after such purchase or incurrence. Within a reasonable time after receipt of the Assets List and prior to the Closing Date, the Acquiring Fund will advise the Target Fund in writing of any investments shown on the Assets List that the Acquiring Fund has reasonably determined to be impermissible or inconsistent with the investment objective, policies and restrictions of the Acquiring Fund.

(b) The Forum Fund Trust shall assign, transfer, deliver and convey the Target Fund's Assets to the Acquiring Fund at the Effective Time. In exchange for the transfer of the Assets, the Acquiring Fund shall simultaneously assume the Target Fund's Liabilities and issue and deliver to the Target Fund full and fractional shares of beneficial interest of the Acquiring Class. The Acquiring Fund shall determine the number of shares of the Acquiring Class to issue by dividing the value of the Target Fund's Assets net of its known Liabilities by the net asset value of one Acquiring Class share. Based on this calculation, the Acquiring Fund shall issue shares of beneficial interest of the Acquiring Class with an aggregate net asset value equal to the value of the Target Fund's Assets net of its known Liabilities at the Effective Time. The Acquiring Fund shall then accept those Assets and assume those Liabilities such that at and after the Effective Time (i) all of the Target Fund's Assets shall become and be Assets of the Acquiring Fund and (ii) all of the Target Fund's Liabilities at the Effective Time shall attach to the Acquiring Fund, and be enforceable against the Acquiring Fund to the same extent as if initially incurred by the Acquiring Fund.

(c) The parties shall determine the net asset value of the Acquiring Fund shares to be delivered, and the value of the Target Fund's Assets to be conveyed net of the Target Fund's Liabilities, as of the Valuation Time in accordance with the WF Fund Trust's current valuation procedures as described in the then-current prospectus or statement of additional information of the Acquiring Fund. The parties shall make all computations to the fourth decimal place or such other decimal place as the parties may agree to in writing.

(d) The Forum Fund Trust shall cause its custodian to transfer the Target Fund's Assets with good and marketable title to the account of the Acquiring Fund. The Forum Fund Trust shall also cause its custodian to transfer all cash in the form of immediately available funds. In addition, the Forum Fund Trust shall cause its custodian to transfer any Assets that were not transferred to the Acquiring Fund's account at the Effective Time to the Acquiring Fund's account at the earliest practicable date thereafter.

4. Liquidation and Termination of Target Fund, Registration of Shares and Access to Records. The Forum Fund Trust, with respect to the Target Fund, and the WF Fund Trust, with respect to the Acquiring Fund, shall take the following steps with respect to the Reorganization:

(a) At or as soon as is reasonably practical after the Effective Time, the Forum Fund Trust shall distribute to shareholders of record of the Target Class at the time the shares of beneficial interest of the Acquiring Class pro rata on the basis of the shares of the Target Class owned by each such shareholder. Each shareholder also shall have the right to receive, at or as soon as practicable after the Effective Time, any unpaid dividends or other distributions that the Forum Fund Trust may have declared with respect to the Target Class shares. The WF Fund Trust shall record on its books the ownership by the Target Fund shareholders of the Acquiring Fund shares. The WF Fund Trust does not issue certificates representing the Acquiring Fund shares, and shall not be responsible for issuing certificates to shareholders of the Target Fund. The Forum Fund Trust shall wind up the affairs of the Target Fund and shall take all steps as are necessary and proper to dissolve, liquidate and terminate the Target Fund in accordance with applicable law and regulations and its Trust Instrument and By-Laws, each as amended, as soon as is reasonably practicable after the Effective Time.

(b) At and after the Closing Date, the Forum Fund Trust, with respect to the Target Fund, shall provide the WF Fund Trust, with respect to the Acquiring Fund, and its transfer agent with immediate access to: (i) all of its records containing the names, addresses and taxpayer identification numbers of all of the Target Fund's shareholders of record at the Effective Time and the number and percentage ownership of the outstanding shares of the Target Class owned by each shareholder immediately prior to the Effective Time; and (ii) all original documentation (including all applicable Internal Revenue Service forms, certificates, certifications and correspondence) in the possession or control of the Forum Fund Trust relating to the Target Fund shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. Any payments made to service providers in connection with such direction shall be borne by Wells Fargo Funds Management pursuant to Section 16 of this Plan. As soon as practicable following the Reorganization, the Forum Fund Trust shall deliver all books and records with respect to the Target Fund in its possession or control, including books and records showing the ownership of all of the issued and outstanding shares of the Target Class, to the WF Fund Trust, and the WF Fund Trust 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.

5. Representations, Warranties and Agreements of the Forum Fund Trust. The Forum Fund Trust, for itself and with respect to the Target Fund, separately and not jointly, represents and warrants to, and agrees with, the WF Fund Trust, as follows:

(a) The Forum Fund Trust is a statutory trust, duly created, validly existing and in good standing under the laws of the State of Delaware. The Board of the Forum Fund Trust duly established and designated the Target Fund as a series of the Forum Fund Trust and the Target Class as a class of the Target Fund. The Forum Fund Trust is an open-end management investment company registered with the SEC under the 1940 Act, and such registration is in full force and effect.

(b) The Forum Fund Trust has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and assets, to carry on its business as now being conducted and as described in its currently effective 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 the Forum Fund Trust has duly authorized the execution and delivery of this Plan and approved the performance of the transactions contemplated herein. Duly authorized officers of the Forum Fund Trust have executed and delivered this Plan. This Plan represents a valid and binding obligation of the Forum Fund Trust with respect to the Target Fund, 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 do not, and the consummation of the transactions contemplated by this Plan will not, violate any law or regulation applicable to the Forum Fund Trust, the Trust Instrument and By-Laws, each as amended, of the Forum Fund Trust or any agreement, indenture, instrument, contract or other undertaking to which the Forum Fund Trust is a party or by which it is bound. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Forum Fund Trust of the transactions contemplated by this Plan, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, and insurance, securities or blue sky laws of any U.S. state or the District of Columbia or Puerto Rico.

(d) The Target Fund has qualified and met the requirements for treatment as a "regulated investment company" under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of each taxable year since the commencement of its operations, and will continue to so qualify until the Effective Time and has computed (or will compute) its federal income and excise tax liability, if any, under Sections 852 and 4982, respectively, of the Code.

(e) The Forum Fund Trust has duly authorized and validly issued all of the issued and outstanding shares of the Target Fund and all of those shares are, and on the Closing Date will be, validly outstanding, fully paid and non-assessable, and were and will have been offered for sale and sold in conformity, in all material respects, with the registration or qualification requirements of all applicable federal and state securities laws. There are, and will be as of the Closing Date, no outstanding options, warrants or other rights to subscribe for or purchase Target Fund shares, nor are there outstanding any securities convertible into Target Fund shares.

(f) The Forum Fund Trust with respect to the Target Fund is, and at the Effective Time will be, 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, and from the date of this Plan through the Closing Date will comply in all material respects with all newly adopted rules and regulations under the 1940 Act on or before their compliance dates. The Forum Fund Trust with respect to the Target Fund is in compliance in all material respects with the investment policies and restrictions applicable to it set forth in the registration statement on Form N-1A as currently in effect in respect of it. The value of the net assets of the 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 the Target Fund, except as has been disclosed to the WF Fund Trust.

(g) Except as otherwise provided herein, the Forum Fund Trust shall operate the business of the Target Fund in the ordinary course between the date hereof and the Effective Time, it being agreed that such ordinary course of business will include, without limitation: (i) the declaration and payment of dividends and other distributions pursuant to standard dividend and other distribution policies approved by the Forum Fund Trust's Board prior to the date of this Plan or otherwise in the ordinary course of business, (ii) the declaration and payment of any other dividends and other distributions deemed advisable by the Target Fund after consultation with the Acquiring Fund in anticipation of the Reorganization, including the declaration and payment of dividends necessary to avoid a fund-level tax for the taxable year ending on the Closing Date and, as applicable, any prior taxable year in respect of which the Target Fund is eligible as of the Closing Date to declare a "spillback" dividend under Section 855 of the Code, and (iii) the taking of any other commercially reasonable action in anticipation of the Reorganization (and obtaining such additional "run off" insurance coverage as the Forum Fund Trust's Board may approve, and selling assets for purposes of recognizing taxable gains to offset capital loss carryovers for U.S. federal income tax purposes).

(h) At the Effective Time, the Forum Fund Trust with respect to the Target Fund will have good and marketable title to its Assets and full right, power and authority to assign, transfer, deliver and convey such Assets.

(i) The Target Fund Financial Statements fairly present the financial position of the Target Fund as of the date indicated. The Target Fund Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied.

(j) To the knowledge of the Forum Fund Trust, except as has been disclosed to the WF Fund Trust, the Target Fund has no material Liabilities, whether or not determined or determinable, other than: 1) Liabilities disclosed or provided for in the Target Fund Financial Statements; and 2) Liabilities incurred in the ordinary course of business subsequent to the date of the Target Fund Financial Statements. The Target Fund does not have any Liabilities to any service provider of the Forum Fund Trust for fees previously waived or deferred by such service provider.

(k) Except as has been disclosed to the WF Fund Trust: (i) the Forum Fund Trust does not know of any claims, actions, suits, inquiries, investigations or proceedings of any type pending or threatened against the Forum Fund Trust in respect of the Target Fund, the Target Fund or the Target Fund's Assets or business, or against any investment adviser or principal underwriter of the Target Fund relating to the services such adviser or underwriter provides to the Target Fund; and (ii) the Forum Fund Trust 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, inquiry, investigation or proceeding against the Forum Fund Trust in respect of the Target Fund, the Target Fund or the Target Fund's Assets or business, or against any investment adviser or principal underwriter of the Target Fund relating to the services such adviser or underwriter provides to the Target Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts. Neither the Forum Fund Trust in respect of the Target Fund, nor to its knowledge, any investment adviser or principal underwriter of the 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 in a material manner, its financial condition, results of operations, business, properties or Assets or the Target Fund's ability to consummate the transactions contemplated by this Plan.

(l) All contracts and agreements other than the Forum Fund Trust's Trust Instrument and By-Laws, each as amended, that are material to the Target Fund's business and to which the Forum Fund Trust is a party or by which it is bound, in each case, in respect of the Target Fund, are listed on Schedule A. Except as has been disclosed to the WF Fund Trust, no material default has occurred and is continuing in respect of the Target Fund under any such contract or agreement.

(m) The Forum Fund Trust has timely filed all tax returns in respect of the Target Fund for all of its taxable years to and including its most recent taxable year required to be filed on or before the date of this Plan, has paid all taxes payable pursuant to such returns, and has made available to the WF Fund Trust all of the Target Fund's previously filed tax returns. No such tax return has been or is currently under audit, and no assessment has been asserted with respect to any return. The Forum Fund Trust will file all of the Target Fund's tax returns (and pay any taxes due thereon) for all of its taxable periods ending on or before the Closing Date not previously filed on or before their due dates (taking account of any valid extensions thereof).

(n) Since the date of the most recent Target Fund Financial Statements, there has been no material adverse change in the financial condition, business, properties or Assets of the Target Fund. For purposes of this provision, the effects of investment underperformance, negative investment performance or net redemptions shall not, individually or in the aggregate, be deemed to give rise to any such change.

(o) The current prospectus and statement of additional information, each as supplemented, of the Target Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(p) Any information provided in writing by the Forum Fund Trust in respect of the Target Fund for use, to the extent applicable, in the Registration Statement, does not, and from the date provided through and until the date of the meeting of the Target Fund shareholders relating to the Reorganization will 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 therein, in light of the circumstances under which such statements were made, not misleading.

(q) The Target Fund shall issue and deliver or cause its custodian to issue and deliver to the Secretary of the WF Fund Trust a certificate identifying the Assets of the Target Fund held by it as of the Valuation Time.

(r) Subject to the provisions of this Plan, the Forum Fund Trust will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Plan, including any actions required to be taken after the Closing Date.

6. Representations, Warranties and Agreements of the WF Fund Trust. The WF Fund Trust, for itself and with respect to the Acquiring Fund, separately and not jointly, represents and warrants to, and agrees with the Forum Fund Trust as follows:

(a) The WF Fund Trust is a statutory trust duly created, validly existing and in good standing under the laws of the State of Delaware. The Board of the WF Fund Trust duly established and designated the Acquiring Fund as a series of the WF Fund Trust and the Acquiring Class as a class of the Acquiring Fund. The WF Fund Trust is an open-end management investment company registered with the SEC under the 1940 Act, and such registration is in full force and effect.

(b) The WF Fund Trust has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and assets, to carry on its business as now being conducted and as described in its currently effective 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 the WF Fund Trust has duly authorized the execution and delivery of this Plan and approved the performance of the transactions contemplated herein. Duly authorized officers of the WF Fund Trust have executed and delivered this Plan. This Plan represents a valid and binding obligation of the WF Fund Trust with respect to the Acquiring Fund, 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 do not, and the consummation of the transactions contemplated by this Plan will not, violate any law or regulation applicable to the WF Fund Trust, the Amended and Restated Declaration of Trust of the WF Fund Trust or any agreement, indenture, instrument, contract or other undertaking to which the WF Fund Trust is a party or by which it is bound. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the WF Fund Trust of the transactions contemplated by this Plan, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, and insurance, securities or blue sky laws of any U.S. state or the District of Columbia or Puerto Rico.

(d) The Acquiring Fund has qualified and met the requirements for treatment as a "regulated investment company" under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of each taxable year since the commencement of its operations, and will continue to so qualify until the Effective Time and has computed (or will compute) its federal income and excise tax liability, if any, under Sections 852 and 4982, respectively, of the Code.

(e) The WF Fund Trust has duly authorized and validly issued all of the issued and outstanding shares of the Acquiring Fund and all of those shares are, and on the Closing Date will be, validly outstanding, fully paid and non-assessable, and were and will have been offered for sale and sold in conformity, in all material respects, with the registration or qualification requirements of all applicable federal and state securities laws. Before the Closing Date, the WF Fund Trust shall have duly authorized the shares of the Acquiring Fund to be issued and delivered hereunder to the Target Fund as of the Effective Time. When so issued and delivered, all the shares of the Acquiring Fund shall have been registered for sale under the 1933 Act and qualified under all applicable state securities laws and shall be duly and validly issued, fully paid and non-assessable, and no shareholder of the Acquiring Fund shall have any preemptive right of subscription or purchase in respect of them. There are, and will be as of the Closing Date, no outstanding options, warrants or other rights to subscribe for or purchase Acquiring Fund shares, nor are there outstanding any securities convertible into Acquiring Fund shares.

(f) The WF Fund Trust with respect to the Acquiring Fund is, and at the Effective Time will be, 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, and from the date of this Plan through the Closing Date will comply in all material respects with all newly adopted rules and regulations under the 1940 Act on or before their compliance dates. The WF Fund Trust with respect to the Acquiring Fund is in compliance in all material respects with the investment policies and restrictions applicable to it set forth in the registration statement on Form N-1A as currently in effect in respect of it. The value of the net assets of the 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 the Acquiring Fund, except as has been disclosed to the Forum Fund Trust.

(g) Except as otherwise provided herein, the WF Fund Trust shall operate the business of the 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, without limitation: (i) the declaration and payment of dividends and other distributions pursuant to standard dividend and other distribution policies approved by the WF Fund Trust's Board prior to the date of this Plan, or otherwise in the ordinary course of business , (ii) the declaration and payment of any other dividends and other distributions deemed advisable by mutual agreement of the Acquiring Fund and the Target Fund in anticipation of the Reorganization, and (iii) the taking of any other commercially reasonable action in anticipation of the Reorganization.

(h) The Acquiring Fund Financial Statements fairly present the financial position of the Acquiring Fund as of the date indicated. The Acquiring Fund Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied.

(i) To the knowledge of the WF Fund Trust, except as has been disclosed to the Forum Fund Trust, the Acquiring Fund has no material Liabilities, whether or not determined or determinable, other than: 1) Liabilities disclosed or provided for in the Acquiring Fund Financial Statements, and 2) Liabilities incurred in the ordinary course of business subsequent to the date of the Acquiring Fund Financial Statements. The Acquiring Fund does not have any Liabilities to any service provider of the WF Fund Trust for fees previously waived or deferred by such service provider.

(j) Except as has been disclosed to the Forum Fund Trust, (i) the WF Fund Trust does not know of any claims, actions, suits, inquiries, investigations or proceedings of any type pending or threatened against the WF Fund Trust in respect of the Acquiring Fund, the Acquiring Fund or the Acquiring Fund's Assets or business, or against any investment manager or principal underwriter of the Acquiring Fund relating to the services such manager or underwriter provides to the Acquiring Fund; and (ii) the WF Fund Trust 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, inquiry, investigation or proceeding against the WF Fund Trust in respect of the Acquiring Fund, the Acquiring Fund or the Acquiring Fund's Assets or business, or against any investment manager or principal underwriter of the Acquiring Fund relating to the services such manager or underwriter provides to the Acquiring Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts. Neither the WF Fund Trust in respect of the Acquiring Fund, nor to its knowledge, any investment manager or principal underwriter of the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect in a material manner, its financial condition, results of operations, business, properties or Assets or the Acquiring Fund's ability to consummate the transactions contemplated by this Plan.

(k) All contracts and agreements other than the WF Fund Trust's Amended and Restated Declaration of Trust, as amended, that are material to the Acquiring Fund's business and to which the WF Fund Trust is a party or by which it is bound, in each case, in respect of the Acquiring Fund, are listed on Schedule A. Except as has been disclosed to the Forum Fund Trust, no material default has occurred and is continuing in respect of the Acquiring Fund under any such contract or agreement.

(l) The WF Fund Trust has timely filed all tax returns in respect of the Acquiring Fund for all of its taxable years to and including its most recent taxable year required to be filed on or before the date of this Plan, has paid all taxes payable pursuant to such returns, and has made available to the Forum Fund Trust all of the Acquiring Fund's previously filed tax returns. No such return is currently under audit, and no assessment has been asserted with respect to any return. The WF Fund Trust will file all of the Acquiring Fund's tax returns (and pay any taxes due thereon) for all of its taxable periods ending on or before the Closing Date not previously filed on or before their due dates (taking account of any valid extensions thereof).

(m) Since the date of the most recent Acquiring Fund Financial Statements, there has been no material adverse change in the financial condition, business, properties or Assets of the Acquiring Fund. For purposes of this provision, the effects of investment underperformance, negative investment performance or net redemptions shall not, individually or in the aggregate, be deemed to give rise to any such change.

(n) The current prospectus and statement of additional information, each as supplemented, and registration statement on Form N-1A of the Acquiring Fund, as amended, conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(o) To the extent applicable, as of the effective date of the Registration Statement, the date of the meeting of shareholders of the Target Fund relating to the Reorganization, and the Closing Date, the Prospectus/Proxy Statement (the "Prospectus/Proxy Statement") which forms a part of the Registration Statement and the Registration Statement insofar as it relates to the WF Fund Trust in respect to the Acquiring Fund or the Acquiring Fund itself, (i) will 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 therein, in light of the circumstances under which such statements were made, not misleading and (ii) will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder; provided however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Registration Statement or the Prospectus/Proxy Statement made in reliance upon and in conformity with information furnished by the Forum Fund Trust to the WF Fund Trust in writing for use in the Registration Statement or the Prospectus/Proxy Statement.

(p) At the Effective Time, the Acquiring Fund shall issue and deliver or cause its transfer agent to issue and deliver to the Secretary of the Forum Fund Trust a confirmation evidencing that the shares of the Acquiring Fund to be credited at the Effective Time have been credited to the Target Fund's account on the books of the Acquiring Fund.

(q) Subject to the provisions of this Plan, the WF Fund Trust will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Plan, including any actions required to be taken after the Closing Date.

(r) The WF Fund Trust, on behalf of the Acquiring Fund, agrees that any information regarding the Target Fund that is known, or reasonably should be known, by any of the Forum Fund Trust or the Forum Fund Trust's investment adviser or any one or more of their officers, employees or affiliates shall be deemed to have been disclosed to the WF Fund Trust prior to the date of this Plan or the Valuation Time, whichever is earlier.

7. Conditions to the Forum Fund Trust's Obligations. The obligations of the Forum Fund Trust with respect to the Target Fund shall be subject to satisfaction of the following conditions precedent:

(a) The shareholders of the Target Fund shall have approved the Reorganization if and to the extent, and in the manner, required by the Forum Fund Trust's Trust Instrument and By-Laws, each as amended, and applicable law, or if shareholder approval is otherwise sought by the Forum Fund Trust in respect of the Target Fund. For clarity, the failure of the Target Fund's shareholders to satisfy this condition shall release the Forum Fund Trust of all its obligation under this Plan with respect to the Reorganization.

(b) This Plan and the transactions contemplated by it shall have been approved by the affirmative vote of (i) at least a majority of the Board of the WF Fund Trust (including a majority of those Trustees who are not "interested persons", as defined in Section 2(a)(19) of the 1940 Act, of any party to this Plan) and (ii) at least a majority of the Board of the Forum Fund Trust (including a majority of those Trustees who are not "interested persons", as so defined, of any party to this Plan). The WF Fund Trust shall have duly executed and delivered to the Forum Fund Trust the Acquiring Fund's Reorganization Documents.

(c) All representations and warranties of the WF Fund Trust made in this Plan that are not by their terms qualified as to materiality shall be true and correct in all material respects, and all representations and warranties of the WF Fund Trust made in this Plan that by their terms are qualified as to materiality are true and correct in all respects, in each case as if made at and as of the Valuation Time and the Effective Time.

(d) The WF Fund Trust shall have delivered to the Forum Fund Trust a certificate dated as of the Closing Date and executed in its name by its Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer) stating: 1) that all representations and warranties of the WF Fund Trust made in this Plan that by their terms are not qualified as to materiality are true and correct in all material respects, and all representations and warranties of the WF Fund Trust made in this Plan that by their terms are qualified as to materiality are true and correct in all respects, in each case at and as of the Valuation Time; 2) that the Target Fund's Assets are consistent with the Acquiring Fund's investment objective, policies and restrictions and that the Target Fund's Assets may be lawfully acquired by the Acquiring Fund and the Target Fund's Liabilities may be lawfully assumed by the Acquiring Fund; and 3) that the WF Fund Trust has complied with all of the agreements and covenants to be performed or satisfied by it under this Plan.

(e) The Forum Fund Trust shall have received an opinion, dated as of the Closing Date, of Buchalter Nemer, PC, upon which the Target Fund and its shareholders may rely, based upon factual representations required by Buchalter Nemer, PC made in certificates provided to Buchalter Nemer, PC by the WF Fund Trust and the Forum Fund Trust and in a form reasonably satisfactory to the Forum Fund Trust, substantially to the effect that, on the basis of existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes, the Reorganization will constitute a "reorganization," within the meaning of Section 368(a) of the Code.

(f) There shall not be in effect on the Closing Date any order, judgment, injunction or other decree of any court of competent jurisdiction restraining, enjoining, or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Plan. 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.(g) The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. The SEC has not issued any unfavorable advisory report under Section 25(b) of the 1940 Act relating to, or instituted any proceeding seeking to enjoin consummation of, the Reorganization under Section 25(c) of the 1940 Act.

(h) The WF Fund Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Valuation Time and Closing Date.

(i) The Forum Fund Trust shall have received from the WF Fund Trust a duly executed instrument reasonably acceptable to it whereby the Acquiring Fund assumes the Target Fund's Liabilities.

(j) The Forum Fund Trust shall have received from the WF Fund Trust a letter dated as of the effective date of the Registration Statement from KPMG LLP ("KPMG") addressed to the WF Fund Trust with respect to the Acquiring Fund for which KPMG serves as the independent registered public accounting firm and the Target Fund in form and substance reasonably satisfactory to the Forum Fund Trust, that, on the basis of limited procedures reasonably agreed to by the WF Fund Trust and described in such letter (but not an examination in accordance with generally accepted auditing standards), describes KPMG's determinations as to whether:

(1) The unaudited pro forma financial statements and pro forma adjustments included in the Registration Statement materially agree to the underlying accounting records or with written estimates provided by Atlantic Fund Administration, LLC ("Atlantic") in respect of the Target Fund and by Wells Fargo Funds Management in respect of the Acquiring Fund;

(2) The data utilized in the calculations of the pro forma expense ratios appearing in the Registration Statement materially agree to the underlying accounting records or with written estimates provided by Atlantic in respect of the Target Fund and by Wells Fargo Funds Management in respect of the Acquiring Fund; and

(3) The pro forma capitalization tables appearing in the Registration Statement agree to the information set forth in item (1) of this Section 7(j) for the Target Fund and the Acquiring Fund.

(k) Neither party shall have terminated this Plan with respect to the Reorganization pursuant to Section 10 of this Plan.

(l) The Forum Fund Trust shall have taken all steps required to terminate any agreements with its service providers with respect to the Target Fund and shall have discharged in the normal course of business any and all payment obligations under such agreements prior to or simultaneously with the Reorganization.

8. Conditions to the WF Fund Trust's Obligations. The obligations of the WF Fund Trust with respect to the Acquiring Fund shall be subject to satisfaction of the following conditions precedent:

(a) The shareholders of the Target Fund shall have approved the Reorganization if and to the extent, and in the manner, required by the Forum Fund Trust's Trust Instrument and By-Laws, each as amended, and applicable law, or if shareholder approval is otherwise sought by the Forum Fund Trust in respect of the Target Fund. For clarity, the failure of the Target Fund's shareholders to satisfy this condition shall release the WF Fund Trust of all its obligation under this Plan with respect to the Reorganization.

(b) This Plan and the transactions contemplated by it shall have been approved by the affirmative vote of (i) at least a majority of the Board of the WF Fund Trust (including a majority of those Trustees who are not "interested persons" of any party to this Plan, as defined in Section 2(a)(19) of the 1940 Act) and (ii) at least a majority of the Board of the Forum Fund Trust (including a majority of those Trustees who are not "interested persons" of any party to this Plan, as defined in Section 2(a)(19) of the 1940 Act). The Forum Fund Trust shall have duly executed and delivered to the WF Fund Trust the Target Fund's Reorganization Documents.

(c) All representations and warranties of the Forum Fund Trust made in this Plan that are not by their terms qualified as to materiality shall be true and correct in all material respects, and all representations and warranties of the Forum Fund Trust made in this Plan that by their terms are qualified as to materiality are true and correct in all respects, in each case as if made at and as of the Valuation Time and the Effective Time.

(d) The Forum Fund Trust shall have delivered to the WF Fund Trust a certificate dated as of the Closing Date and executed in its name by its Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer) stating: 1) that all representations and warranties of the Forum Fund Trust made in this Plan that by their terms are not qualified as to materiality are true and correct in all material respects, and all representations and warranties of the Forum Fund Trust in this Plan that by their terms are qualified as to materiality are true and correct in all respects, in each case at and as of the Valuation Time; and 2) that the Forum Fund Trust has complied with all of the agreements and covenants to be performed or satisfied by it under this Plan.

(e) The WF Fund Trust shall have received an opinion, dated as of the Closing Date, of Buchalter Nemer, PC, upon which the Acquiring Fund and its shareholders may rely, based upon factual representations required by Buchalter Nemer, PC made in certificates provided to Buchalter Nemer, PC by the WF Fund Trust and the Forum Fund Trust and in a form reasonably satisfactory to the WF Fund Trust, substantially to the effect that, on the basis of existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes, the Reorganization will constitute a "reorganization," within the meaning of Section 368(a) of the Code.

(f) There shall not be in effect on the Closing Date any order, judgment, injunction or other decree of any court of competent jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Plan. 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.

(g) If applicable, the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act relating to, or instituted any proceeding seeking to enjoin consummation of, the Reorganization under Section 25(c) of the 1940 Act.

(h) The Forum Fund Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Valuation Time and Closing Date.

(i) The WF Fund Trust shall have received a letter dated as of the effective date of the Registration Statement from KPMG addressed to the WF Fund Trust with respect to the Acquiring Fund, for which KPMG serves as the independent registered public accounting firm, as well as for the Target Fund, in form and substance reasonably satisfactory to the WF Fund Trust, that, on the basis of limited procedures reasonably agreed to by the WF Fund Trust and described in such letter (but not an examination in accordance with generally accepted auditing standards), describes KPMG's determinations as to whether:

(1) The unaudited pro forma financial statements and pro forma adjustments included in the Registration Statement materially agree to the underlying accounting records or with written estimates provided by Atlantic in respect of the Target Fund and by Wells Fargo Funds Management in respect of the Acquiring Fund;

(2) The data utilized in the calculations of the pro forma expense ratios appearing in the Registration Statement materially agree to the underlying accounting records or with written estimates provided by Atlantic in respect of the Target Fund and by Wells Fargo Funds Management in respect of the Acquiring Fund; and

(3) The pro forma capitalization tables appearing in the Registration Statement agree to the information set forth in item (1) of this Section 8(i) for the Target Fund and the Acquiring Fund.

(j) Except to the extent prohibited by law, the Target Fund shall have declared a dividend or dividends, with a record date and ex-dividend date prior to the Valuation Time, which, together with all previous dividends, shall have the effect of distributing to the Target Fund shareholders, with respect to taxable periods or years ending on or before the Effective Time for which the Target Fund is eligible to take a deduction for dividends paid, all of its previously undistributed (i) "investment company taxable income" within the meaning of Section 852(b)(2) of the Code (determined without regard to Section 852(b)(2)(D) of the Code), (ii) amounts constituting the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any.

(k) Neither party shall have terminated this Plan with respect to the Reorganization pursuant to Section 10 of this Plan.

(l) The Forum Fund Trust shall have taken all steps required to terminate any agreements with its service providers with respect to the Target Fund and shall have discharged in the normal course of business any and all payment obligations under such agreements prior to or simultaneously with the Reorganization.

(m) The Forum Fund Trust shall have delivered to the WF Fund Trust, or shall have made provision for delivery as promptly as practicable after the Effective Time of, (i) a statement, accurate and complete in all material respects, of (1) the Assets of the Target Fund, showing the tax basis of such Assets for federal income tax purposes by lot and the holding periods of such Assets for such purposes, as of the Valuation Time; (2) the capital loss carryovers for the Target Fund for federal income tax purposes and the taxable year(s) of the Target Fund (or its predecessors) in which such capital losses were recognized; (3) any limitations on the use of such losses imposed under Section 382 of the Code (determined without regard to the transactions contemplated by this Plan); and (4) any unrealized gain or loss in such Assets (as determined as of the Valuation Time) for federal income tax purposes; (ii) the tax books and records of the Target Fund for preparing any tax returns required by law to be filed after the Closing Date; and (iii) such other tax information reasonably requested by the WF Fund Trust.

9. Tax Matters. Except where otherwise required by law, the parties shall not take a position on any tax returns inconsistent with the treatment of the Reorganization for tax purposes as a "reorganization," within the meaning of Section 368(a)(1)(C) of the Code, and each Fund will comply with the record keeping and information filing requirements of Section 1.368-3 of the Treasury Regulation in accordance therewith.

10. Termination of Plan. Either Board may terminate this Plan by majority vote, upon notice to the other party, if: (i) the conditions precedent set forth in Sections 7 or 8, as the case may be, are not satisfied on the Closing Date; (ii) it becomes reasonably apparent to such Board that such conditions precedent will not be satisfied by the Closing Date; or (iii) it determines that the consummation of the Reorganization is not in the best interests of the shareholders of its Fund. No Trust or Fund or any Trustee, officer, or agent of any thereof shall incur any liability or other obligation, by way of damages or otherwise, for any determination by its Board not to consummate the Reorganization for any reason or for any breach of any provision of this Plan that results in the Reorganization not being consummated.

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. Amendments. The parties may, by written agreement, amend this Plan or schedule to this Plan at any time, including, with respect to the Target Fund, before or after the Target Fund's shareholders approve of the Reorganization; provided, however, that, after approval of this Plan by shareholders of the Target Fund, the parties may not amend this Plan in a manner that the Board of the Forum Fund Trust determines materially adversely affects the interests of the Target Fund's shareholders with respect to the Reorganization. This section shall not preclude the parties from changing the Valuation Time, Closing Date or the Effective Time.

13. Waivers. At any time prior to the Effective Time, the WF Fund Trust or the Forum Fund Trust may by written instrument signed by it (i) waive the effect of any inaccuracies in the representations and warranties made to it herein or (ii) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. The WF Fund Trust and Forum Fund Trust 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.

14. Limitation on Liabilities. The obligations of the WF Fund Trust or the Forum Fund Trust shall not bind any of the Trustees, shareholders, nominees, officers, agents, or employees of the WF Fund Trust or the Forum Fund Trust personally, or any series thereof other than its Fund, but shall bind only the Assets and property of the particular Fund in respect of which the obligations arise. The execution and delivery of this Plan by the parties' officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Assets and the property of the Fund, as appropriate.

Notwithstanding any other provision of this Plan, the Reorganization shall for all purposes be and be deemed to be entered into between the WF Fund Trust and Forum Fund Trust as parties to such Reorganization, and neither Wells Fargo Funds Management, nor Atlantic nor any other person or entity shall have any obligation or incur any liability in respect of the Reorganization. For clarity and without limiting the foregoing, where a series of shares of a Trust (i.e., a Fund) is a party to the Reorganization, the obligations under this Plan of such series (or of the Trust with respect to such series) in respect of such Reorganization shall be those of such series alone, and shall not be obligations of or binding on (or satisfied out of the assets of) the Trust generally or any other series of the Trust.

15. Notices. Any notice, report, statement, certificate or demand required or permitted by any provision of this Plan shall be in writing and shall be sent by a reputable overnight express carrier, or by registered or certified mail, postage prepaid, addressed as follows or to such other address of which the parties may have given notice:

For the Forum Fund Trust with respect to the Target Fund:

Forum Funds
Three Canal Plaza, Suite 600
Portland, Maine 04101
Attn.: Jessica Chase

With a copy (which will not constitute notice) sent at the same time and by the same means to:

[ ]
Attention:

For the WF Fund Trust with respect to the Acquiring Fund:

Karla M. Rabusch, President
Wells Fargo Funds Trust
525 Market Street, 12th Floor
San Francisco, CA 94105

With a copy (which will not constitute notice) sent at the same time and by the same means to:

C. David Messman, Secretary
Wells Fargo Funds Trust
45 Fremont Street, 26th Floor
San Francisco, CA 94105

16. Expenses. Wells Fargo Funds Management hereby agrees to bear all expenses incurred by any party hereto that are not otherwise borne by an affiliated person of Wells Fargo Funds Management (which affiliated persons do not include any series of the WF Fund Trust or the Forum Fund Trust) in connection with the Reorganization and with this Plan (other than any brokerage or other transaction costs associated with the sale or purchase of portfolio securities in connection with the Reorganization), whether or not the Reorganization is consummated. Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of such party as a "regulated investment company" within the meaning of Section 851 of the Code.

17. 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 all the parties. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers designated below to execute this Plan as of the date first written above.

WELLS FARGO FUNDS TRUST
for itself and with respect to the Acquiring Fund:

ATTEST: