485BPOS 1 wrapper.htm PROXY STATEMENT

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2010

1933 Act No. 333-169102

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

FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [1]
(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

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

WELLS FARGO FUNDS TRUST
525 Market Street, 12th Floor
San Francisco, CA 94105
1.800.222.8222

October 1, 2010

 

Dear Shareholder,

On August 25, 2010, the investment adviser to Wells Fargo Advantage Funds®, Wells Fargo Funds Management, LLC ("Funds Management"), proposed to the Board of Trustees of Wells Fargo Funds Trust, the mergers outlined in the table below. The Board of Trustees approved the proposed mergers and the related Agreement and Plan of Reorganization, subject to the approval by shareholders of each Target Fund shown in the table below.

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

Target Fund

Target Trust

Acquiring Fund

Acquiring Trust

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Funds Trust

Wells Fargo Advantage Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Funds Trust

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

Wells Fargo Funds Trust

If approved by shareholders, this is a general summary of how each Merger 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.

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

  • Each Target Fund shareholder would become a shareholder of the corresponding Acquiring Fund and would have his or her 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 taxable to the Target Fund or its shareholders for U.S. federal income tax purposes.

Details about your Target Fund's and Acquiring Fund's investment goals, principal investment strategies, management, past performance, principal risks, fees, and expenses, along with additional information about the proposed 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 October 27, 2010. 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, by following the voting instructions as outlined in your proxy card. If your Target Fund does not receive your vote after several weeks, you may receive a telephone call from The Altman Group requesting your vote. The Altman Group has been retained to act as our proxy solicitor and will receive approximately $4765 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 The Altman Group at (866) 828-6931 (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,

Karla Rabusch
President
Wells Fargo Funds Management, LLC

WELLS FARGO FUNDS TRUST
525 Market Street, 12th Floor
San Francisco, CA 94105
1.800.222.8222

October 1, 2010

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2010




A Special Meeting (the "Meeting") of Shareholders of your Target Fund, a series of Wells Fargo Funds Trust (the "Trust"), each set forth in the table below, will be held at the offices of Wells Fargo Advantage Funds®, 525 Market Street, San Francisco, California 94105 on October 27, 2010 at 10:00 a.m., Pacific time.

Target Fund

Target Trust

Acquiring Fund

Acquiring Trust

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Funds Trust

Wells Fargo Advantage Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Funds Trust

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage National Tax-Free Money Market 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 September 1, 2010, providing for the reorganization of the Target Fund, including the acquisition of all of the assets of the Target Fund by the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund (the "Acquisition Shares") and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund. 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 Trust has fixed the close of business on August 31, 2010 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,

C. David Messman
Secretary

WELLS FARGO FUNDS TRUST
525 Market Street, 12th Floor
San Francisco, CA 94105
1.800.222.8222

October 1, 2010

 

PROSPECTUS/PROXY STATEMENT




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

Target Fund

Target Trust

Acquiring Fund

Acquiring Trust

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Funds Trust

Wells Fargo Advantage Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Funds Trust

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Funds Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

Wells Fargo Funds Trust

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

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 ("SEC").

The prospectuses of each Target Fund and each Acquiring 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 ("SAI") 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 SAI and the annual reports of each Target Fund and each Acquiring 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 either a Target Fund or an Acquiring Fund are available upon request without charge by writing to Wells Fargo Advantage Funds®, P.O. Box 8266, Boston, MA 02266-8266, calling 1.800.222.8222 or visiting the Wells Fargo Advantage Funds Web site at www.wellsfargo.com/advantagefunds.

You may also view or obtain these 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.



 

Table of Contents

Overview

Key Features of the Mergers

2

Board of Trustees Recommendation

2

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

Wells Fargo Advantage California Municipal Money Market Trust into Wells Fargo Advantage California Municipal Money Market Fund

3

Wells Fargo Advantage Money Market Trust into Wells Fargo Advantage Cash Investment Money Market Fund

8

Wells Fargo Advantage National Tax-Free Money Market Trust into Wells Fargo Advantage National Tax-Free Money Market Fund

13

Risk Descriptions

18

Management of the Funds

20

Merger Information

Board Considerations

21

Agreement and Plan of Reorganization and Related Matters

24

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

25

Share Class Information

32

Fund Policies and Procedures

33

Information on Shareholders' Rights

34

Voting Information Concerning the Meeting

36

Financial Statements

42

Pro Forma Capitalization

42

Legal Matters

44

Additional Information

44

Other Business

45

Instructions for Executing Proxy Card

46

Exhibits

Exhibit A - Agreement and Plan of Reorganization and Related Matters

A-1

Exhibit B - Comparison of the Funds' Fundamental Investment Policies

B-1

OVERVIEW

This section summarizes the primary features and consequences of your Merger. 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 Fund's prospectus, in each Fund's financial statements contained in its annual report, in each Fund's SAI, and in the Agreement and Plan of Reorganization (the "Plan"), a form of which is attached as Exhibit A hereto.

Key Features of the Mergers

The Plan sets forth the key features of each Merger and generally provides for the following:

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

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

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

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

The Mergers are scheduled to take place on or about November 5, 2010, as set forth in Exhibit A. For a more complete description of the Mergers, see the section entitled "Agreement and Plan of Reorganization," as well as Exhibit A.

Board of Trustees Recommendation

At a meeting held on August 25, 2010, the Board of Trustees of the Trust, the Trustees of your Target Fund, including a majority of the Trustees who are not "interested persons" of your Target Fund, as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Trustees"), considered and unanimously approved the Merger of your Target Fund.

Before approving the Merger, the Trustees reviewed, among other things, information about the Funds and the proposed transactions. This included, among other things, 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 surviving fund following the Mergers), as well as the similarities and differences between the Funds' investment goals, principal investment strategies and specific portfolio characteristics.

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

For further information about the considerations of the Board of Trustees, please see the section entitled "Board Considerations."

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

The following section provides a comparison between the Funds with respect to their investment goals, 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 the Merger. 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. 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 refer to Funds Management or a sub-adviser.

WELLS FARGO ADVANTAGE CALIFORNIA MUNICIPAL MONEY MARKET TRUST INTO WELLS FARGO ADVANTAGE CALIFORNIA MUNICIPAL MONEY MARKET FUND

Share Class




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

If you own this class of shares of Wells Fargo Advantage California Municipal Money Market Trust:

You will get this class of shares of Wells Fargo Advantage California Municipal Money Market Fund:

Trust Class

Institutional Class

The Acquiring Fund shares you 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 the same. For additional information with respect to the share classes listed above, see the section entitled "Share Class Information." Additional information on how you can buy, redeem or exchange shares of each Fund is available in the Fund's prospectus and SAI.

Investment Goal and Strategy Comparison




The following section compares the investment goals, principal investment strategies and fundamental investment policies of the Funds. The investment goals of the Funds may be changed without shareholder approval.

The Funds' investment goals and investment strategies are identical. A description of each Fund's investment goals and principal investment strategies is provided below.

 

WELLS FARGO ADVANTAGE CALIFORNIA MUNICIPAL MONEY MARKET TRUST (Target Fund)

WELLS FARGO ADVANTAGE CALIFORNIA MUNICIPAL MONEY MARKET FUND (Acquiring Fund)

INVESTMENT GOAL

The Fund seeks current income exempt from regular federal income tax and California individual income tax, while preserving capital and liquidity.

The Fund seeks current income exempt from regular federal income tax and California individual income tax, while preserving capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, we invest exclusively in high-quality, short-term money market instruments. At least 80% of the Fund's net assets are invested in municipal obligations that pay interest exempt from California individual income tax and regular federal income tax, but not necessarily the federal alternative minimum tax (AMT). We may also invest any amount of the Fund's total assets in municipal obligations that pay interest subject to federal AMT. The Fund attempts to invest exclusively in municipal obligations that pay interest exempt from California individual income tax and regular federal income tax, however, it is possible that the Fund may invest up to 20% of its net assets in high-quality, short-term money market instruments that pay interest subject to California individual income tax and regular federal income tax.

Under normal circumstances, we invest exclusively in high-quality, short-term money market instruments. At least 80% of the Fund's net assets are invested in municipal obligations that pay interest exempt from California individual income tax and regular federal income tax, but not necessarily the federal alternative minimum tax (AMT). We may also invest any amount of the Fund's total assets in municipal obligations that pay interest subject to federal AMT. The Fund attempts to invest exclusively in municipal obligations that pay interest exempt from California individual income tax and regular federal income tax, however, it is possible that the Fund may invest up to 20% of its net assets in high-quality, short-term money market instruments that pay interest subject to California individual income tax and regular federal income tax.

We may invest a portion of the Fund's total assets in the securities of territories and possessions of the U.S. or their political subdivisions and financing authorities that pay interest exempt from regular federal income tax and California individual income tax.

We may invest a portion of the Fund's total assets in the securities of territories and possessions of the U.S. or their political subdivisions and financing authorities that pay interest exempt from regular federal income tax and California individual income tax.

Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund's overall level of liquidity and average maturity.

Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund's overall level of liquidity and average maturity.

The fundamental investment policies of the Funds are identical. For a comparative chart of fundamental investment policies, please see Exhibit B.

Principal Risk Comparison




Due to the Funds' identical investment strategies, the Funds are subject to the same risks. Listed below are the principal risks that apply to an investment in either Fund. A description of those risks can be found in the section of this prospectus/proxy statement entitled "Risk Descriptions."

Principal Risks
California Municipal Securities Risk
Debt Securities Risk
Issuer Risk
Management Risk
Market Risk
Money Market Fund Risk
Municipal Securities Risk
Regulatory Risk

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 information provides some indication of the risks of investing in each Fund by showing changes in each Fund's performance from year to year. Past performance before and after taxes is no guarantee of future results. Current month-end performance information is available at www.wellsfargo.com/advantagefunds.

Year-by-Year Total Return for Trust Class Shares (%)for the Wells Fargo Advantage California Municipal Money Market Trust

Highest Quarter:

4th Quarter 2000

+0.92%

Lowest Quarter:

4th Quarter 2009

+0.02%

Year-to-date total return as of 6/30/2010 is +0.05%

To obtain a current 7-day yield for the Fund call toll-free 1-800-222-8222.

Year-by-Year Total Return for Institutional Class Shares (%)for the Wells Fargo Advantage California Municipal Money Market Fund

 

Highest Quarter:

4th Quarter 2000

+0.87%

Lowest Quarter:

4th Quarter 2009

+0.03%

Year-to-date total return as of 6/30/2010 is +0.06%

To obtain a current 7-day yield for the Fund call toll-free 1-800-222-8222.

 

Average Annual Total Returns for the periods ended 12/31/2009

Wells Fargo Advantage California Municipal Money Market Trust

Inception Date of Share Class

1 Year

5 Year

10 Year

Trust Class

5/5/1997

0.27%

2.23%

2.01%

 

Average Annual Total Returns for the periods ended 12/31/2009

Wells Fargo Advantage California Municipal Money Market Fund

Inception Date of Share Class

1 Year

5 Year

10 Year

Institutional Class

3/31/2008

0.27%

2.06%

1.80%

Performance shown prior to the inception of the Institutional Class shares reflects the performance of the Service Class shares, and includes expenses that are not applicable to and higher than those of the Institutional Class shares.

Shareholder Fee and Fund Expense Comparison




The expense ratio of the Target Fund after committed waivers is identical to that of the Institutional Class shares of the Acquiring Fund. With respect to both Funds, no sales charges are imposed on either purchases or sales of fund shares.

The following tables entitled "Annual Fund Operating Expenses" allow you to compare the annual operating expenses of the Funds. The total annual fund operating expenses for both Funds set forth in the following tables are based on the actual expenses incurred for the twelve-month period ended February 28, 2010. The pro forma expense table 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 February 28, 2010, assuming the Merger had taken place at the beginning of that period.

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

Wells Fargo Advantage California Municipal Money Market Trust

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Trust Class

0.00%

0.00%

0.21%

0.21%

0.01%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

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

 

Wells Fargo Advantage California Municipal Money Market Fund

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)1

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)2

Institutional Class

0.10%

0.00%

0.16%

0.26%

0.06%

0.20%

Expenses have been adjusted as necessary from amounts incurred during the Fund's most recent fiscal year to reflect current fees and expenses.
Funds Management has committed through July 11, 2013 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

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

 

Wells Fargo Advantage California Municipal Money Market Fund

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)1

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)2

Institutional Class

0.10%

0.00%

0.14%

0.24%

0.04%

0.20%

Expenses have been adjusted as necessary from amounts incurred during the Fund's most recent fiscal year to reflect current fees and expenses.
Funds Management has committed through July 11, 2013 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

The examples below are intended to help you compare the cost of investing in the Target Fund versus the Acquiring Fund, both before and after the Merger, and are for illustration only. The examples below are also intended to help you compare the costs of investing in each Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Wells Fargo Advantage California Municipal Money Market Trust

After:

Trust Class

1 Year

$20

3 Years

$67

5 Years

$117

10 Years

$267

 

Wells Fargo Advantage California Municipal Money Market Fund

After:

Institutional Class

1 Year

$20

3 Years

$64

5 Years

$127

10 Years

$312

 

Wells Fargo Advantage California Municipal Money Market Fund (Pro Forma)

After:

Institutional Class

1 Year

$20

3 Years

$64

5 Years

$122

10 Years

$293

Fund Management Information




The following table identifies the investment adviser and investment sub-adviser for both the Target and Acquiring Funds. Further information about the management of the Acquiring Fund can be found under the section entitled "Management of the Funds."

Wells Fargo Advantage California Municipal Money Market Fund

Investment Adviser

Wells Fargo Funds Management, LLC

Investment Sub-Adviser

Wells Capital Management Incorporated

Tax Information




It is expected that the Merger will be tax-free to the Funds and their shareholders for U.S. federal income tax purposes, and receipt of an opinion substantially to that effect from Proskauer Rose LLP, special tax counsel to the Acquiring Fund, is a condition to the obligation of the Funds to consummate the Merger. This means that neither shareholders nor your Target or Acquiring Fund will recognize a gain or loss for U.S. federal income tax purposes directly as a result of the Merger.

The cost basis and holding period of your Target Fund shares will carry over for U.S. federal income tax purposes to the shares of the Acquiring Fund you receive as a result of the Merger.

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

WELLS FARGO ADVANTAGE MONEY MARKET TRUST INTO WELLS FARGO ADVANTAGE CASH INVESTMENT MONEY MARKET FUND

Share Class




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

If you own this class of shares of Wells Fargo Advantage Money Market Trust:

You will get this class of shares of Wells Fargo Advantage Cash Investment Money Market Fund:

Trust Class

Institutional Class

The Acquiring Fund shares you 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 the same. For additional information with respect to the share classes listed above, see the section entitled "Share Class Information." Additional information on how you can buy, redeem or exchange shares of each Fund is available in the Fund's prospectus and SAI.

Investment Goal and Strategy Comparison




The following section compares the investment goals, principal investment strategies and fundamental investment policies of the Funds. The investment goals of the Funds may be changed without shareholder approval.

The Funds' investment goals and investment strategies are identical. A description of each Fund's investment goals and principal investment strategies is provided below.

 

WELLS FARGO ADVANTAGE MONEY MARKET TRUST (Target Fund)

WELLS FARGO ADVANTAGE CASH INVESTMENT MONEY MARKET FUND (Acquiring Fund)

INVESTMENT GOAL

The Fund seeks current income, while preserving capital and liquidity.

The Fund seeks current income, while preserving capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, we invest exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments of domestic and foreign issuers. We will only purchase First Tier securities. These include, but are not limited to, bank obligations such as time deposits and certificates of deposit, government securities, asset-backed securities, commercial paper, corporate bonds and repurchase agreements. These investments may have fixed, floating, or variable rates of interest and may be obligations of U.S. or foreign issuers. We may invest more than 25% of the Fund's total assets in U.S. dollar denominated obligations of U.S. banks.

Under normal circumstances, we invest exclusively in high-quality, short-term, U.S. dollar-denominated money market instruments of domestic and foreign issuers. We will only purchase First Tier securities. These include, but are not limited to, bank obligations such as time deposits and certificates of deposit, government securities, asset-backed securities, commercial paper, corporate bonds and repurchase agreements. These investments may have fixed, floating, or variable rates of interest and may be obligations of U.S. or foreign issuers. We may invest more than 25% of the Fund's total assets in U.S. dollar denominated obligations of U.S. banks.

Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund's overall level of liquidity and average maturity.

Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund's overall level of liquidity and average maturity.

The fundamental investment policies of the Wells Fargo Advantage Money Market Trust and the Wells Fargo Advantage Cash Investment Money Market Fund are identical. For a comparative chart of fundamental investment policies, please see Exhibit B.

Principal Risk Comparison




Due to the similarity of the Funds' investment strategies, the Funds are subject to the same risks. Listed below are the principal risks that apply to an investment in the Wells Fargo Advantage Cash Investment Money Market Fund. A description of those risks can be found in the section of this prospectus/proxy statement entitled "Risk Descriptions."

Principal Risks
Counter-Party Risk
Debt Securities Risk
Foreign Investment Risk
Issuer Risk
Management Risk
Market Risk
Money Market Fund Risk
Regulatory Risk
U.S. Government Obligations Risk

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 information provides some indication of the risks of investing in each Fund by showing changes in each Fund's performance from year to year. Past performance before and after taxes is no guarantee of future results. Current month-end performance information is available at www.wellsfargo.com/advantagefunds.

Year-by-Year Total Return for Trust Class Shares (%)for the Wells Fargo Advantage Money Market Trust

Highest Quarter:

4th Quarter 2000

+1.66%

Lowest Quarter:

4th Quarter 2009

+0.04%

Year-to-date total return as of 6/30/2010 is +0.07%

To obtain a current 7-day yield for the Fund call toll-free 1-800-222-8222.

Year-by-Year Total Return for Institutional Class Shares (%)for the Wells Fargo Advantage Cash Investment Money Market Fund

 

Highest Quarter:

4th Quarter 2000

+1.64%

Lowest Quarter:

4th Quarter 2009

+0.05%

Year-to-date total return as of 6/30/2010 is +0.06%

To obtain a current 7-day yield for the Fund call toll-free 1-800-222-8222.

 

Average Annual Total Returns for the periods ended 12/31/2009

Wells Fargo Advantage Money Market Trust

Inception Date of Share Class

1 Year

5 Year

10 Year

Trust Class

9/17/1990

0.40%

3.27%

3.11%

 

Average Annual Total Returns for the periods ended 12/31/2009

Wells Fargo Advantage Cash Investment Money Market Fund

Inception Date of Share Class

1 Year

5 Year

10 Year

Institutional Class

11/8/1999

0.52%

3.32%

3.12%

Shareholder Fee and Fund Expense Comparison




The expense ratio of the Target Fund after committed waivers is identical to that of the Institutional Class shares of the Acquiring Fund. With respect to both Funds, no sales charges are imposed on either purchases or sales of fund shares.

The following tables entitled "Annual Fund Operating Expenses" allow you to compare the annual operating expenses of the Funds. The total annual fund operating expenses for both Funds set forth in the following tables are based on the actual expenses incurred for the twelve-month period ended February 28, 2010. The pro forma expense table 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 February 28, 2010, assuming the Merger had taken place at the beginning of that period.

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

Wells Fargo Advantage Money Market Trust

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Trust Class

0.00%

0.00%

0.20%

0.20%

0.00%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

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

 

Wells Fargo Advantage Cash Investment Money Market Fund

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Institutional Class

0.10%

0.00%

0.14%

0.24%

0.04%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

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

 

Wells Fargo Advantage Cash Investment Money Market Fund

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Institutional Class

0.10%

0.00%

0.13%

0.23%

0.03%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

The examples below are intended to help you compare the cost of investing in the Target Fund versus the Acquiring Fund, both before and after the Merger, and are for illustration only. The examples below are also intended to help you compare the costs of investing in each Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Wells Fargo Advantage Money Market Trust

After:

Trust Class

1 Year

$20

3 Years

$64

5 Years

$113

10 Years

$255

 

Wells Fargo Advantage Cash Investment Money Market Fund

After:

Institutional Class

1 Year

$20

3 Years

$73

5 Years

$131

10 Years

$302

 

Wells Fargo Advantage Cash Investment Money Market Fund (Pro Forma)

After:

Institutional Class

1 Year

$20

3 Years

$71

5 Years

$126

10 Years

$290

Fund Management Information




The following table identifies the investment adviser and investment sub-adviser for both the Target and Acquiring Funds. Further information about the management of the Acquiring Fund can be found under the section entitled "Management of the Funds."

Wells Fargo Advantage Cash Investment Money Market Fund

Investment Adviser

Wells Fargo Funds Management, LLC

Investment Sub-adviser

Wells Capital Management Incorporated

Tax Information




It is expected that the Merger will be tax-free to the Funds and their shareholders for U.S. federal income tax purposes, and receipt of an opinion substantially to that effect from Proskauer Rose LLP, special tax counsel to the Acquiring Fund, is a condition to the obligation of the Funds to consummate the Merger. This means that neither shareholders nor your Target or Acquiring Fund will recognize a gain or loss for U.S. federal income tax purposes directly as a result of the Merger.

The cost basis and holding period of your Target Fund shares will carry over for U.S. federal income tax purposes to the shares of the Acquiring Fund you receive as a result of the Merger.

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

WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET TRUST INTO WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET FUND

Share Class




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

If you own this class of shares of Wells Fargo Advantage National Tax-Free Money Market Trust:

You will get this class of shares of Wells Fargo Advantage National Tax-Free Money Market Fund:

Trust Class

Institutional Class

The Acquiring Fund shares you 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 the same. For additional information with respect to the share classes listed above, see the section entitled "Share Class Information." Additional information on how you can buy, redeem or exchange shares of each Fund is available in the Fund's prospectus and SAI.

Investment Goal and Strategy Comparison




The following section compares the investment goals, principal investment strategies and fundamental investment policies of the Funds. The investment goals of the Funds may be changed without shareholder approval.

The Funds' investment goals and investment strategies are identical. A description of each Fund's investment goals and principal investment strategies is provided below.

 

WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET TRUST (Target Fund)

WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET FUND (Acquiring Fund)

INVESTMENT GOAL

The Fund seeks current income exempt from federal income tax, while preserving capital and liquidity.

The Fund seeks current income exempt from federal income tax, while preserving capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, we invest exclusively in high-quality, short-term money market instruments. At least 80% of the Fund's net assets are invested in municipal obligations that pay interest exempt from federal income tax and federal alternative minimum tax (AMT). The Fund attempts to invest exclusively in these securities however, it is possible that the Fund may invest up to 20% of its net assets in high quality, short-term money market instruments that pay interest subject to federal income tax or federal AMT.

Under normal circumstances, we invest exclusively in high-quality, short-term money market instruments. At least 80% of the Fund's net assets are invested in municipal obligations that pay interest exempt from federal income tax and federal alternative minimum tax (AMT). The Fund attempts to invest exclusively in these securities however, it is possible that the Fund may invest up to 20% of its net assets in high quality, short-term money market instruments that pay interest subject to federal income tax or federal AMT.

We actively manage a portfolio of high-quality, short-term municipal obligations that are issued by or on behalf of states, territories and possessions of the U.S. or their political subdivisions or financing authorities. These investments may have fixed, floating, or variable rates of interest. We will only purchase First Tier securities.

We actively manage a portfolio of high-quality, short-term municipal obligations that are issued by or on behalf of states, territories and possessions of the U.S. or their political subdivisions or financing authorities. These investments may have fixed, floating, or variable rates of interest. We will only purchase First Tier securities.

Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund?s overall level of liquidity and average maturity.

Our security selection is based on several factors, including credit quality, yield and maturity, while taking into account the Fund?s overall level of liquidity and average maturity.

The fundamental investment policies of the Wells Fargo Advantage National Tax-Free Money Market Trust and the Wells Fargo Advantage National Tax-Free Money Market Fund are identical. For a comparative chart of fundamental investment policies, please see Exhibit B.

Principal Risk Comparison




Due to the similarity of the Funds' investment strategies, the Funds are subject to the same risks. Listed below are the principal risks that apply to an investment in the Wells Fargo Advantage National Tax-Free Money Market Fund. A description of those risks can be found in the section of this prospectus/proxy statement entitled "Risk Descriptions."

Principal Risks
Debt Securities Risk
Issuer Risk
Management Risk
Market Risk
Money Market Fund Risk
Municipal Securities Risk
Regulatory Risk

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 information provides some indication of the risks of investing in each Fund by showing changes in each Fund's performance from year to year. Past performance before and after taxes is no guarantee of future results. Current month-end performance information is available at www.wellsfargo.com/advantagefunds.

Year-by-Year Total Return for Trust Class Shares (%)for the Wells Fargo Advantage National Tax-Free Money Market Trust

Highest Quarter:

2nd Quarter 2000

+1.06%

Lowest Quarter:

4th Quarter 2009

+0.02%

Year-to-date total return as of 6/30/2010 is +0.05%

To obtain a current 7-day yield for the Fund call toll-free 1-800-222-8222.

Year-by-Year Total Return for Institutional Class shares (%)for the Wells Fargo Advantage National Tax-Free Money Market Fund

 

Highest Quarter:

4th Quarter 2000

+1.04%

Lowest Quarter:

4th Quarter 2009

+0.04%

Year-to-date total return as of 6/30/2010 is +0.05%

To obtain a current 7-day yield for the Fund call toll-free 1-800-222-8222.

 

Average Annual Total Returns for the periods ended 12/31/2009

Wells Fargo Advantage National Tax-Free Money Market Trust

Inception Date of Share Class

1 Year

5 Year

10 Year

Trust Class

11/10/1997

0.28%

2.28%

2.15%

 

Average Annual Total Returns for the periods ended 12/31/2009

Wells Fargo Advantage National Tax-Free Money Market Fund

Inception Date of Share Class

1 Year

5 Year

10 Year

Institutional Class

11/8/1999

0.36%

2.30%

2.14%

Shareholder Fee and Fund Expense Comparison




The expense ratio of the Target Fund after committed waivers is identical to that of the Institutional Class shares of the Acquiring Fund. With respect to both Funds, no sales charges are imposed on either purchases or sales of fund shares.

The following tables entitled "Annual Fund Operating Expenses" allow you to compare the annual operating expenses of the Funds. The total annual fund operating expenses for both Funds set forth in the following tables are based on the actual expenses incurred for the twelve-month period ended February 28, 2010. The pro forma expense table 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 February 28, 2010, assuming the Merger had taken place at the beginning of that period.

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

Wells Fargo Advantage National Tax-Free Money Market Trust

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Trust Class

0.00%

0.00%

0.22%

0.22%

0.02%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

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

 

Wells Fargo Advantage National Tax-Free Money Market Fund

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Institutional Class

0.10%

0.00%

0.16%

0.26%

0.06%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

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

 

Wells Fargo Advantage National Tax-Free Money Market Fund

Management Fees

Distribution
(12b-1) Fees

Other Expenses

Total Annual Fund Operating Expenses (Before Waiver)

Waiver of Fund Expenses

Total Annual Fund Operating Expenses (After Waiver)1

Institutional Class

0.10%

0.00%

0.14%

0.24%

0.04%

0.20%

Funds Management has committed through June 30, 2011 to waive fees and/or reimburse expenses to the extent necessary to ensure that the Fund's Total Annual Fund Operating Expenses After Fee Waiver, excluding brokerage commissions, interest, taxes, extraordinary expenses, and the expenses of any money market fund or other fund held by the Fund, do not exceed the Total Annual Fund Operating Expenses After Fee Waiver shown. After this time, the Total Annual Fund Operating Expenses After Fee Waiver may be increased or the commitment to maintain the same may be terminated only with the approval of the Board of Trustees.

The examples below are intended to help you compare the cost of investing in the Target Fund versus the Acquiring Fund, both before and after the Merger, and are for illustration only. The examples below are also intended to help you compare the costs of investing in each Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

Wells Fargo Advantage National Tax-Free Money Market Trust

After:

Trust Class

1 Year

$20

3 Years

$69

5 Years

$122

10 Years

$278

 

Wells Fargo Advantage National Tax-Free Money Market Fund

After:

Institutional Class

1 Year

$20

3 Years

$78

5 Years

$140

10 Years

$325

 

Wells Fargo Advantage National Tax-Free Money Market Fund (Pro Forma)

After:

Institutional Class

1 Year

$20

3 Years

$73

5 Years

$131

10 Years

$302

Fund Management Information




The following table identifies the investment adviser and investment sub-adviser for both the Target and Acquiring Funds. Further information about the management of the Acquiring Fund can be found under the section entitled "Management of the Funds."

Wells Fargo Advantage National Tax-Free Money Market Fund

Investment Adviser

Wells Fargo Funds Management, LLC

Investment Sub-adviser

Wells Capital Management Incorporated

Tax Information




It is expected that the Merger will be tax-free to the Funds and their shareholders for U.S. federal income tax purposes, and receipt of an opinion substantially to that effect from Proskauer Rose LLP, special tax counsel to the Acquiring Fund, is a condition to the obligation of the Funds to consummate the Merger. This means that neither shareholders nor your Target or Acquiring Fund will recognize a gain or loss for U.S. federal income tax purposes directly as a result of the Merger.

The cost basis and holding period of your Target Fund shares will carry over for U.S. federal income tax purposes to the shares of the Acquiring Fund you receive as a result of the Merger.

Certain 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 each Fund is subject to certain risks. There is no assurance that the yield of a Fund will be positive or that a Fund will meet its investment goal. An investment in a mutual fund is not a deposit with a bank; is not insured, endorsed or guaranteed by the FDIC or any government agency; and is subject to investment risks, including possible loss of your original investment. Like most investments, your investment in a Fund could result in a loss of money. The following provides additional information regarding the various risks referenced in the section entitled "Merger Summary."

  • California Municipal Securities Risk. Events in California are likely to affect a Fund's investments in California municipal securities. Although California has a larger and more diverse economy than most other states, its economy continues to be driven by, among other industries, agriculture, tourism, housing and construction, high technology and manufacturing. A downturn in any one industry may have a disproportionate impact on California municipal securities. The State of California is experiencing extreme economic, budgetary and financial stress, resulting in weakened economic and revenue performance for the State and its agencies or municipalities and downgrades to the credit ratings of the State's general obligation debt. The economic and financial problems experienced by the State and its local governments could also negatively impact the ability of the issuers to meet their obligations and the value and liquidity of California municipal securities. In particular, State-level budgetary and cash flow problems may adversely impact the liquidity and values of certain securities in which the Fund invests that have exposure to State-level general obligations.

  • Counter-Party Risk. When a Fund enters into an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, the Fund is exposed to the risk that the other party will not fulfill its contractual obligation. For example, in a repurchase agreement, there exists the risk that where the Fund buys a security from a seller that agrees to repurchase the security at an agreed upon price and time, the seller will not repurchase the security. Similarly, the Fund is exposed to counter-party risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to repurchase them at a later date.

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

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

  • Issuer Risk. The value of a security may decline for a number of reasons that directly relate to the issuer or an entity providing credit support or liquidity support, such as management performance, financial leverage, and reduced demand for the issuer's goods, services or securities.

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

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

  • Money Market Fund Risk. Although each Fund seeks to maintain the value of your investment at $1.00 per share, there is no assurance that it will be able to do so, and it is possible to lose money by investing in a Fund. Generally, short-term funds such as money market funds do not earn as high a level of income as funds that invest in longer-term instruments. Because the Funds invest in short-term instruments, the Funds' dividend yields may be low when short-term market interest rates are low.

  • Municipal Securities Risk. Municipal securities rely on the creditworthiness or revenue production of their issuers or auxiliary credit enhancement features. Municipal securities may be difficult to obtain because of limited supply, which may increase the cost of such securities and effectively reduce a portfolio's yield.Typically, less information is available about a municipal issuer than is available for other types of securities issuers.The Fund may invest 25% or more of its total assets in municipal securities that are related in such a way that political, economic or business developments affecting one obligation would affect the others. For example, a Fund may own different obligations that pay interest based on the revenue of similar projects. In addition, certain municipal securities are special revenue obligations, which are payable from revenue generated by a particular project or other revenue source. Investors can look only to the revenue generated by the project or other revenue source rather than the revenue of a state or local government authority. Although the Fund strives to invest in municipal securities and other securities with interest that is exempt from federal income taxes, some income earned by Fund investments may be subject to such taxes, including the federal alternative minimum tax (AMT).The Fund takes advantage of tax laws that allow the income from certain investments to be exempted from federal income tax and, in some cases, state individual income tax.Tax authorities are paying increased attention to whether interest on municipal obligations is exempt from taxation, and we cannot assure you that a tax authority will not successfully challenge the exemption of a bond held by the Fund. Capital gains, whether declared by a Fund or realized by the shareholder through the selling of Fund shares, are generally taxable.The ongoing issues facing the national economy are broadly and negatively impacting the economic and revenue performance of many states and their agencies and municipalities and the revenue production of certain issuers of municipal securities.These factors in turn may increase the likelihood that issuers of securities in which the Fund may invest will be unable to meet their obligations, that the values of securities in which the Fund invests will decline significantly, and that the liquidity of such securities will be impaired.

  • Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated market might also permit inappropriate practices that adversely affect an investment. In addition, earlier this year, the SEC adopted amendments to its rules relating to money market funds. Among other changes, the amendments impose more stringent average maturity limits, higher credit quality standards and new liquidity requirements on money market funds. While these amendments are designed to reduce the risks associated with investments in money market funds, they also may reduce a money market fund's yield potential.

  • U.S. Government Obligations Risk. U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. While U.S. Treasury obligations are backed by the"full faith and credit" of the U.S.Government, securities issued by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government. The Government National Mortgage Association (GNMA), a wholly owned U.S. Government corporation, is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S. Government. If a government-sponsored entity is unable to meet its obligations or its creditworthiness declines, the performance of a Fund that holds securities issued or guaranteed by the entity will be adversely impacted. U.S. Government obligations are subject to low but varying degrees of credit risk, and are still subject to interest rate and market risk.

MANAGEMENT OF THE FUNDS

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

Investment Adviser




Funds Management is the investment adviser to your Acquiring Fund and will continue to be the investment adviser to your Acquiring Fund following the Merger.

The following are some key facts about Funds Management:

  • Funds Management is an indirect, wholly-owned subsidiary of Wells Fargo & Company ("Wells Fargo").

  • Funds Management was created to assume the mutual fund advisory responsibilities of Wells Fargo Bank, N.A. ("Wells Fargo Bank") and is an affiliate of Wells Fargo Bank, which was founded in 1852 and is the oldest bank in the western United States and is one of the largest banks in the United States. 

  • 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




Wells Capital Management Incorporated ("Wells Capital"), an affiliate of Funds Management and an indirect wholly-owned subsidiary of Wells Fargo & Company, located at 525 Market Street, San Francisco, California 94105, is the sub-adviser for the Acquiring Funds. Wells Capital is responsible for the day-to-day investment management activities of the Acquiring Funds. Wells Capital is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies, and high net-worth individuals.

Advisory and Sub-Advisory Fees




As compensation for its advisory services to your 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

Breakpoint

Fee

Wells Fargo Advantage California Municipal Money Market Fund

All assets

0.10%

Wells Fargo Advantage Cash Investment Money Market Fund

All assets

0.10%

Wells Fargo Advantage National Tax-Free Money Market Fund

All assets

0.10%

For providing investment sub-advisory services to an Acquiring Fund, Wells Capital is entitled to receive monthly fees at the annual rates indicated below as a percentage of the Fund's average daily net assets. These fees may be paid by Funds Management or directly by the Fund. If a sub-advisory fee is paid directly by a Fund, the compensation paid to Funds Management for advisory fees will be reduced accordingly so that the Fund will not pay, in the aggregate, more than the amounts shown above as being due to Funds Management.

 

Fund

Breakpoint

Fee

Wells Fargo Advantage California Municipal Money Market Fund

First $1 billion

0.05%

Next $2 billion

0.03%

Next $3 billion

0.02%

Over $6 billion

0.01%

Wells Fargo Advantage Cash Investment Money Market Fund

First $1 billion

0.05%

Next $2 billion

0.03%

Next $3 billion

0.02%

Over $6 billion

0.01%

Wells Fargo Advantage National Tax-Free Money Market Fund

First $1 billion

0.05%

Next $2 billion

0.03%

Next $3 billion

0.02%

Over $6 billion

0.01%

For the Acquiring Fund's most recent fiscal year, the aggregate advisory fee paid to Funds Management and Wells Capital was as follows:

 

Fund

As a % of average daily net assets1

Wells Fargo Advantage California Municipal Money Market Fund

0.12%

Wells Fargo Advantage Cash Investment Money Market Fund

0.00%

Wells Fargo Advantage National Tax-Free Money Market Fund

0.03%

The information shown in the table above reflects the effect of voluntary fee waivers implemented by Funds Management. These waivers may be removed at any time without notice.

MERGER INFORMATION

Board Considerations

At a Board meeting on August 24-25, 2010, the Board of the Trust, including a majority of the Independent Trustees, determined that the Merger of each Target Fund into the corresponding Acquiring Fund would be in the best interests of the Target Fund. The Board and Independent Trustees further determined that the interests of existing shareholders of each Target Fund would not be diluted as a result of its respective Merger. In advance of that meeting and the Board's May 2010 meeting, Funds Management provided extensive background materials and analyses regarding the proposals. These materials included information on the investment objectives, restrictions and principal investment strategies of the Target Funds and the Acquiring Funds, operating expenses and shareholder fees and services of the Target Fund and the Acquiring Fund, any fees or expenses of the Merger that will be borne directly or indirectly by a Target or Acquiring Fund, certain tax information, asset size, comparative information relating to net asset value on a marked-to-market basis, risk profile and investment performance information, and a discussion of the projected benefits to Target Fund shareholders. Funds Management responded to questions at this meeting and throughout the course of the Board's consideration of these proposals.

Set out below is a brief summary of the Trustees' consideration of a number of the most important, but not necessarily all, of the factors considered by the Board and the Independent Trustees:

STREAMLINED PRODUCT LINE AND ENHANCED VIABILITY

The Mergers of the Target Funds into the Acquiring Funds are intended to streamline the money market product offering of the Wells Fargo Advantage Funds fund family by combining funds with identical investment objectives and principal investment strategies. The Target Funds were initially developed primarily for use by the Wells Fargo Bank Personal Trust business, which utilized money market funds without advisory fees to avoid charging clients redundant fees. As the Wells Fargo Bank Personal Trust business is now able to waive account level fees on proprietary fund assets, and other sweep investors are able to utilize money market funds with advisory fees, the business case for the Target Funds has diminished. Further, the streamlining will enable management, as well as distribution and other resources, to more effectively concentrate on a more focused line-up of money market portfolios.

Combining the Funds is expected to benefit shareholders of the Target Funds by allowing Wells Fargo Advantage Funds to eliminate certain duplicative costs and spread others over a larger asset base, which may improve shareholder returns over time. The Board determined that such measures can benefit shareholders by leading to reductions in operating expense ratios. Moreover, the Acquiring Funds are significantly larger, and on a combined basis the Funds will have a less concentrated shareholder base and broader distribution channels. These characteristics potentially further benefit shareholders by smoothing investment flows and enhancing long-term viability.

In its deliberations, the Board recognized that some of the projected benefits of the Mergers would accrue to Funds Management and its affiliates rather than solely to Target Fund shareholders. In this regard, the Board noted that Funds Management and its affiliates are likely to benefit from the elimination of duplicative expenses, the reduction of associated operational costs and from other cost savings resulting from the streamlining of the product line, among other benefits.

PORTFOLIO MANAGEMENT

The Board was advised that the portfolio managers and investment strategies of the Target Funds are identical to those of the Acquiring Funds. The Board concluded that managing investment transactions and shareholder liquidity within one larger fund with a less concentrated shareholder base and potentially smoother investment flows, rather than in two nearly identical funds, could be advantageous to the portfolio management process, potentially leading to enhanced yields. Given the identical investment objectives and strategies, the Mergers are not expected to cause portfolio turnover or transaction expenses from the sale of securities that are incompatible with the Acquiring Funds' investment objectives. The Board also considered management's representation that the Mergers are not expected to alter the risk/potential return profile of any Target Fund shareholder's investment.

COMPARATIVE PERFORMANCE

The Institutional Class of the Acquiring Funds has achieved comparable or better investment performance over all measurement periods relative to the Trust Class of the Target Funds. Shareholders should consult the charts in the sub-sections entitled "Fund Performance Comparison" for Fund-specific performance comparisons. Although the Fund Performance Comparison charts for the California Tax-Free Municipal Money Market Trust Merger present returns for longer term periods for the Institutional Class of the Acquiring Fund that are lower than those of the Target Fund for comparable periods, the returns shown prior to the March 31, 2008 inception date of the Institutional Class of the Acquiring Fund reflect the performance of the Service Class shares, which include expenses that are not applicable to and higher than those of the Institutional Class shares. The Board noted however, that each Acquiring Fund and corresponding Target Fund has identical investment objectives, principal investments and principal investment strategies and that past performance is not predictive of future results.

TOTAL AND NET OPERATING EXPENSES OF THE FUNDS

The Board considered the total and net annual fund operating expenses for each Target Fund and its corresponding Acquiring Fund. For each Merger, the Institutional Class of the Acquiring Fund will have a gross operating expense ratio that is higher than that of the Trust Class of the Target Fund. However, the higher gross expense ratios are entirely attributable to the existence of an investment advisory fee for the Acquiring Fund; class expenses and other expenses are lower. In addition, for each Merger, the Institutional Class of the Acquiring Fund will have a net operating expense ratio fee waiver commitment equal to that of the Trust Class of the Target Fund. This fee waiver commitment cannot be raised or eliminated without the consent of the Board.

The Board noted that the Target Funds have the potential to benefit from greater economies of scale by reorganizing into the corresponding Acquiring Funds, which have significantly greater assets. Shareholders should consult the sub-sections entitled "Shareholder Fee and Fund Expense Comparison" for Fund-specific total and net operating expense ratio comparisons.

TAX-FREE REORGANIZATION

The Board also considered the expectation that each Merger will be treated as a "reorganization" for U.S. federal income tax purposes. Accordingly, it is expected that shareholders will not recognize a taxable gain or a loss on the exchange of Target Fund shares for shares of the corresponding Acquiring Fund and shareholders will have the same tax basis in Acquiring Fund shares as in Target Fund shares. Shareholders will continue to have the right to redeem any or all shares at net asset value at any time. Shareholders should review the section entitled "Material U.S. Federal Income Tax Consequences of the Mergers" for a description of the material U.S. federal income tax consequences of the Mergers.

EXPENSES OF THE MERGERS

The Board noted Funds Management's agreement to bear all expenses incurred in connection with the Mergers, whether or not the Mergers are consummated.

Specific Considerations

The Board also considered certain factors specific to each Fund in concluding that the proposed Mergers are in the best interests of each Target Fund's shareholders. Some of the specific factors that the Board considered for each Merger are detailed below.

Merger of the California Municipal Money Market Trust into the California Municipal Money Market Fund

The Board considered the duplicative nature of maintaining two funds that have identical investment objectives and principal investment strategies. In this regard, the Board considered that both funds seek current income exempt from federal income tax and California individual income tax, while preserving capital and liquidity. The Board also considered that, although the California Municipal Money Market Fund has an advisory fee and a higher gross expense ratio than the California Municipal Money Market Trust, the funds have identical contractual expense caps (which, in both cases, are below the gross expense ratio). In the case of the California Municipal Money Market Fund, the expense cap is in effect until at least July 2013. This fee waiver commitment cannot be raised or eliminated without the consent of the Board. The Board further noted that California Municipal Money Market Trust is used as a sweep vehicle for certain other Funds of Wells Fargo Advantage Funds, and the Board also authorized an officer of such funds to execute a written consent approving the Merger. The Board noted that a significant portion of the California Municipal Money Market Trust's shares are owned in discretionary accounts by affiliates of Wells Fargo, for which an independent fiduciary will be asked to vote. The Board also considered the California Municipal Money Market Trust's smaller asset base (approximately $407 million) as compared to that of the California Municipal Money Market Fund (approximately $2.556 billion).

Merger of the Money Market Trust into the Cash Investment Money Market Fund

The Board considered the duplicative nature of maintaining two funds that have identical investment objectives and principal investment strategies. In this regard, the Board considered that both funds seek current income, while preserving capital and liquidity. The Board further noted that the Money Market Trust is used as a sweep vehicle for certain other Funds of Wells Fargo Advantage Funds, and the Board also authorized an officer of such funds to execute a written consent approving the Merger. The Board also considered the Money Market Trust's smaller asset base (approximately $2.394 billion) as compared to that of the Cash Investment Money Market Fund (approximately $16.211 billion).

In addition, as the Target Fund and Acquiring Fund are both money market funds, they are managed to comply with Rule 2a-7 under the 1940 Act and are designed to sell and redeem shares at a stable net asset value of $1.00 per share. The Board also considered that the Money Market Trust shareholder's market-based net asset value, which is not the value at which shareholders transact but is a value that is calculated frequently in order to determine the ability to continue to transact at $1.00, would increase as a result of the Merger into the Cash Investment Money Market Fund.

In May 2010, in anticipation of the Merger proposals, Funds Management agreed to voluntarily reduce the net operating expense ratio for the Money Market Trust to 0.13% of average daily net assets, while the Cash Investment Money Market Fund, its corresponding Acquiring Fund, maintains its committed net operating expense ratio of 0.20%. Thus, the Merger will result in an increase in the net operating expense ratio that is actually being charged to shareholders. The Board also considered that despite the Cash Investment Money Market Fund having an advisory fee and a higher gross expense ratio than the Money Market Trust, the funds have identical contractual expense caps (which, in both cases, are below the gross expense ratio). In the case of the Cash Investment Money Market Fund, the expense cap is in effect until at least June 2011. This fee waiver commitment cannot be raised or eliminated without the consent of the Board. The Board also noted that shareholders that are eligible to invest in the Select Class of shares of the Cash Investment Money Market Fund, including the Wells Fargo Advantage Funds that currently use the Money Market Trust for cash management purposes, will be able to convert their shares to the Select Class, which maintains a [contractual] fee cap of 0.13% of average daily assets. The Board also noted that, prior to the May 2010 implementation of the voluntary waiver, the Money Market Trust was operating subject to its committed net operating expense ratio of 0.20%, which is identical to that of the Cash Investment Money Market Fund and continues in effect.

Merger of the National Tax-Free Money Market Trust into the National Tax-Free Money Market Fund

The Board considered the duplicative nature of maintaining two funds that have identical investment objectives and principal investment strategies. In this regard, the Board considered that both funds seek current income exempt from federal income tax, while preserving capital and liquidity. The Board also considered that, although the National Tax-Free Money Market Fund has an advisory fee and a higher gross expense ratio than the National Tax-Free Money Market Trust, the funds have identical contractual expense caps (which, in both cases, are below the gross expense ratio). In the case of the National Tax-Free Money Market Fund, the expense cap is in effect until at least June 2011. This fee waiver commitment cannot be raised or eliminated without the consent of the Board. The Board noted that a significant portion of the National Tax-Free Money Market Trust's shares are owned in discretionary accounts by affiliates of Wells Fargo, for which an independent fiduciary will be asked to vote. As indicated above, the Board also considered the National Tax-Free Money Market Trust's smaller asset base (approximately $178 million) as compared to that of the National Tax-Free Money Market Fund (approximately $4.965 billion).

Agreement and Plan of Reorganization and Related Matters

Each Target Fund will be reorganized into its corresponding Acquiring Fund pursuant to the Plan, a form of which is attached as Exhibit A. The following summary of the Plan is qualified in its entirety by reference to Exhibit A.

The Plan provides that an Acquiring Fund will acquire all of the assets of the corresponding Target Fund in exchange for shares of equal value of the Acquiring Fund (measured using the amortized cost method on the business day immediately preceding the Merger) and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, at 9:00 a.m. Eastern Time on the Merger date (the "Effective Time").

The number of full and fractional shares of the applicable class of an Acquiring Fund to be received by the corresponding Target Fund will be determined by dividing the value of assets net of liabilities attributable to such Target Fund by the net asset value ("NAV") of one share of the applicable Acquiring Fund class. The Plan specifies that the method of determining the value of the assets net of liabilities and the NAV of each class of the Acquiring Fund shall be the same method used in determining the NAV of the Acquiring Fund in the ordinary course, which is identical to the method used by the Target Fund. The valuation will be conducted on the business day immediately preceding the Effective Time 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").

At the Effective Time or as soon as reasonably practicable thereafter, the Target Fund will liquidate and distribute pro rata to the Target Fund shareholders as of the close of business on the Valuation Date the full and fractional shares of
the applicable class of the Acquiring Fund received by the Target Fund. After these distributions and the winding up of its affairs, the Target Fund will be terminated as a series of the Trust in accordance with applicable law and its Declaration of Trust.

A majority of the Board of Trustees may terminate the Plan on behalf of any Target Fund or Acquiring Fund under certain
circumstances. In addition, completion of a Merger is subject to numerous conditions set forth in the Plan, including approval by Target Fund shareholders, the accuracy of various representations and warranties, and receipt of a tax opinion generally to the effect that the Merger will qualify as a "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 the Target Fund and Acquiring Fund in connection with the Merger, including proxy solicitation costs. If a Target Fund's shareholders do not approve the Merger, the Board of Trustees on behalf of the Target Fund may consider other possible courses of action.

Information concerning the pro forma capitalization of each Fund is contained in the section entitled "Pro Forma Capitalization" in this prospectus/proxy statement.

Material U.S. Federal Income Tax Consequencesof the Mergers

The following discussion summarizes certain material U.S. federal income tax consequences of your Merger, 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 Revnue 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. Your tax treatment may vary depending upon your particular situation. You also may be subject to special rules not discussed below if you are a certain kind of Target Fund shareholder, including, but not limited to: an insurance company; a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the United States or entity that is not organized under the laws of the United States or political subdivision thereof; a shareholder who holds Target Fund shares as part of a hedge, straddle or conversion transaction; a person that does not hold Target Fund shares as a capital asset at the time of the Mergers; or an entity taxable as a partnership for U.S. federal income tax purposes and investors in such an entity.

We have not requested and will not request an advance ruling from the Internal Revenue Service, or the IRS, as to the U.S. federal income tax consequences of the Mergers, an investment in Acquiring Fund shares 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 of your Merger and of holding Acquiring Fund shares to you, including the applicability and effect of any state, local or foreign laws and the effect of possible changes in applicable tax laws.

Qualification of the Mergers as Tax-Free "Reorganizations" Under the Internal Revenue Code

The obligation of the Funds to consummate the Mergers is contingent upon their receipt of an opinion from Proskauer Rose LLP, special tax counsel to the Acquiring Funds, generally to the effect that each Merger will qualify as a "reorganization" under Section 368(a) of the Internal Revenue Code with respect to each Acquiring Fund and its corresponding Target Fund(s), and therefore generally:

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

  2. 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;

  3. the Acquiring Fund's holding periods for the assets of the corresponding Target Fund will include the periods during which such assets were held by the Target Fund;

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

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

  6. the tax basis of Acquiring Fund shares a 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;

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

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

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

Each Fund has elected and, we believe, since its formation always qualified to be treated as a separate "regulated investment company," or "RIC," under Subchapter M of Subtitle A, Chapter 1 of the Internal Revenue Code. Accordingly, we believe that each Fund has been, and will 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.

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 qualify as a RIC under Subchapter M of Subtitle A, Chapter 1 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 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 RIC.

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 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 the 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 the 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 the 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 this diversification requirement, the term "outstanding voting securities of such issuer" includes the equity securities of a qualified publicly traded partnership.

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, and at least 90% of its net tax-exempt interest income earned for the taxable year. 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 by December 31 of the first taxable 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, the Acquiring Funds may retain for investment all or a portion of their 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 designate the retained amount as undistributed capital gain in a notice 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, 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.

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% 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. The Acquiring Funds generally intend to actually, or be deemed to, distribute substantially all of their ordinary income and capital gain net income, if any, by the end of each calendar year and thus expect 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. It is expected that substantially all of the Acquiring Funds' net income will consist of ordinary income, tax-exempt interest income and short-term capital gain.

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

Taxation of Distributions. Except for exempt-interest dividends (defined below) paid out by Wells Fargo Advantage California Municipal Money Market Fund and Wells Fargo Advantage National Tax-Free Money Market Fund (the "Tax-Free Funds"), distributions paid out of an Acquiring Funds' current and accumulated earnings and profits (as determined at the end of the year), whether paid in cash or reinvested in the Acquiring Funds, 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. For U.S. federal income tax purposes, the Acquiring Funds' 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. The Acquiring Funds may make distributions in excess of their earnings and profits, from time to time.

Except with respect to the Tax-Free Funds, 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 if such 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, or an Acquiring Fund has recognized but not distributed taxable income or gain.

For U.S. federal income tax purposes, distributions of taxable investment income generally are taxable as ordinary income, and distributions of gains from the sale of investments that an Acquiring Fund owned for one year or less will be taxable as ordinary income. Distributions properly designated by the Acquiring Funds as capital gain dividends will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed an 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. The Acquiring Funds will designate capital gain dividends, if any, in a written notice mailed by each Acquiring Fund to its shareholders not later than 60 days after the close of such Acquiring Fund's taxable year.

Some states may 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 such 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 tax-free treatment. This exemption may not apply to corporate shareholders.

Sales and Exchanges of Acquiring Fund Shares. In general, as long as the Acquiring Funds maintain a net asset value of $1.00 per share, an Acquiring Fund shareholder should not recognize any gain or loss upon the sale or exchange 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 such 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, as a result of having initially acquired those shares, the shareholder subsequently pays a reduced sales charge on a new purchase of shares of an 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 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 any Acquiring Fund share and such 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 filing.

In addition, if a shareholder holds Acquiring Fund shares for six months or less, any loss on the sale or exchange of those shares will be disallowed to the extent of the amount of exempt-interest dividends (defined below) received with respect to the shares. 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. Additionally, where an Acquiring Fund regularly distributes at least 90% of its net tax-exempt interest, if any, the Treasury Department is authorized to issue regulations reducing the six month holding period requirement to a period of not less than the greater of 31 days or the period between regular distributions. No such regulations have been issued as of the date of this filing.

U.S. Federal Income Tax Rates. Noncorporate Acquiring Fund shareholders (i.e., individuals, trusts and estates) are taxed at a maximum stated rate of 35% on ordinary income and 15% on long-term capital gain for taxable years beginning on or before December 31, 2010. Under current law, these rates will increase to 39.5% and 20%, respectively, for taxable years beginning after this date. Generally, none of an Acquiring Fund's distributions will be treated as "qualified dividend income," which generally can qualify for reduced taxation in the hands of noncorporate taxpayers. The maximum stated corporate U.S. federal income tax rate applicable to ordinary income and net capital gain is 35%. Distributions from the Acquiring Funds generally will not qualify for the "dividends-received deduction" applicable to corporate shareholders with respect to certain dividends.

Under recently enacted legislation, for taxable years beginning after December 31, 2012, noncorporate Acquiring Fund shareholders generally will be subject to a 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.

Actual marginal tax rates may be higher for some shareholders, for example, through reductions in deductions. Naturally, the amount of U.S. federal income 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.

Backup Withholding. The Acquiring Funds are generally required to withhold and remit to the IRS 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 an 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 an Acquiring Fund that the shareholder's TIN is incorrect or that the shareholder is otherwise subject to backup withholding. The rate of backup withholding is set to increase to 36% for amounts distributed or paid after December 31, 2010.

Backup withholding is not an additional tax imposed on an Acquiring Fund shareholder. If an Acquiring Fund shareholder is subject to backup withholding, the shareholder can apply amounts withheld as a credit against the shareholder's U.S. federal income tax liability and can claim 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.

Foreign Shareholders. For purposes of this discussion, "foreign shareholders" include: (i) nonresident alien individuals, (ii) foreign trusts (i.e., a trust other than a trust with respect to which a U.S. court is able to exercise primary supervision over administration of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), (iii) foreign estates (i.e., the income of which is not subject to U.S. tax regardless of source), and (iv) foreign corporations.

Generally, distributions made to foreign shareholders may be subject to non-refundable U.S. federal income tax withholding at a 30% rate (or such 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 withholding. Capital gain dividends 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. Tax-exempt dividends (described below) paid by a Tax-Free Fund paid to a foreign shareholders also should be exempt from U.S. federal income tax withholding.

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

Tax-Deferred Plans. Shares of the Acquiring Funds may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts. However, shares of the Tax-Free Funds may not be suitable for tax-deferred retirement and other tax-advantaged plans and accounts since such plans and accounts are generally tax-exempt and, therefore, would not benefit from the tax exempt status of certain distributions from the Tax-Free Funds (discussed below). Such distributions may ultimately be taxable to the beneficiaries when distributed to them. 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. Shares of the Tax-Free Funds may not be suitable for tax-exempt shareholders since such shareholders generally would not benefit from the tax-exempt status of distributions from the Tax-Free Funds (discussed below). Tax-exempt shareholders should contact their tax advisers and financial planners regarding the tax consequences to them of an investment in the Acquiring Funds.

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, 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.

Additional Considerations for the Tax-Free Funds. If at least 50% of the value of an Acquiring Fund's total assets at the close of each quarter of its taxable years consists of debt obligations that generate interest exempt from U.S. federal income tax under Section 103 of the Internal Revenue Code, then the Acquiring Fund may qualify to pass through to its shareholders the tax-exempt character of its income from such debt obligations by paying exempt-interest dividends. The Tax-Free Funds intend to so qualify and are designed to provide shareholders with income exempt from U.S. federal income tax in the form of exempt-interest dividends. "Exempt-interest dividends" are dividends (other than capital gain dividends) paid by a RIC that are properly designated as such in a written notice mailed to its shareholders.

No later than 60 days after the close of its taxable year, each Tax-Free Fund will notify its shareholders of the portion of the distributions for the taxable year that constitutes exempt-interest dividends. The designated portion cannot exceed the excess of the amount of interest excludable from gross income under Section 103 of the Internal Revenue Code received by a Tax-Free Fund during the taxable year over any amounts disallowed as deductions under Sections 265 and 171(a)(2) of the Internal Revenue Code. Interest on indebtedness incurred to purchase or carry shares of the Tax-Free Funds will not be deductible to the extent that the Tax-Free Funds' distributions are exempt from U.S. federal income tax. In addition, an investment in a Tax-Free Fund may result in liability for U.S. federal alternative minimum tax ("AMT"). Certain deductions and exemptions have been designated "tax preference items" which must be added back to taxable income for purposes of calculating the U.S. federal AMT. Tax preference items include tax-exempt interest on certain "private activity bonds." To the extent a Tax-Free Fund invests in certain private activity bonds, its shareholders will be required to report that portion of the Fund's distributions attributable to income from the bonds as a tax preference item in determining their U.S. federal AMT, if any. Shareholders will be notified of the tax status of distributions made by a Tax-Free Fund.

Persons who may be "substantial users" (or "related persons" of substantial users) of facilities financed by private activity bonds should consult their tax advisers before purchasing shares in a Tax-Free Fund. Furthermore, shareholders will not be permitted to deduct any of their share of a Tax-Free Fund's expenses in computing their U.S. federal AMT. In addition, exempt-interest dividends paid by a Tax-Free Fund to a corporate shareholder are included in the shareholder's "adjusted current earnings" as part of its U.S. federal AMT calculation, and may also affect its U.S. federal "environmental tax" liability. As of the date of this filing, individuals are subject to the U.S. federal AMT at a maximum rate of 28% and corporations are subject to the U.S. federal AMT at a maximum rate of 20%. Shareholders with questions or concerns about the U.S. federal AMT should consult own their own tax advisers.

The IRS is paying increased attention to whether debt obligations intended to produce interest exempt from U.S. federal income tax in fact meet the requirements for such exemption. Ordinarily, the Tax-Free Funds rely on opinions from the issuer's bond counsel that interest on the issuer's debt obligation will be exempt from U.S. federal income tax. However, no assurance can be given that the IRS will not successfully challenge such exemption, which could cause interest on the debt obligation to be taxable and could jeopardize a Tax-Free Fund's ability to pay any exempt-interest dividends. Similar challenges may occur as to state-specific exemptions.

A shareholder who receives Social Security or railroad retirement benefits should consult the shareholder's own tax adviser to determine what effect, if any, an investment in a Tax-Free Fund may have on the U.S. federal taxation of such benefits. Exempt-interest dividends are included in income for purposes of determining the amount of benefits that are taxable.

Distributions of a Tax-Free Fund's income other than exempt-interest dividends generally will be taxable to shareholders. Gains realized by a Tax-Free Fund on the sale or exchange of investments that generate tax-exempt income will also be taxable to shareholders.

Although exempt-interest dividends are generally exempt from U.S. federal income tax, there may not be a similar exemption under the laws of a particular state or local taxing jurisdiction. Thus, exempt-interest dividends may be subject to state and local taxes. You should consult your own tax advisor to discuss the tax consequences of your investment in a Tax-Free Fund.

Additional Considerations for the California Municipal Money Market Fund ( the "California Fund"). If, at the close of each quarter of its taxable year, at least 50% of the value of the total assets of an Acquiring Fund consists of obligations the interest on which, if held by an individual, is exempt from income taxation by California ("California Exempt Securities"), then the RIC will be qualified to make distributions that are exempt from California individual income tax ("California exempt-interest distributions"). For this purpose, California Exempt Securities generally are limited to California municipal securities and certain U.S. Government and U.S. possession obligations. The California Fund intends to qualify under the above requirements so that they can pay California exempt-interest distributions.

Within sixty days after the close of its taxable year, the California Fund will notify its shareholders of the portion of the distributions made by the Fund that is exempt from California individual income tax. The total amount of California exempt-interest distributions paid by the California Fund attributable to any taxable year cannot exceed the excess of the amount of interest received by the Fund for such year on California Exempt Securities over any amounts that, if the Fund was treated as an individual, would be considered expenses related to tax exempt income or amortizable bond premium and would thus not be deductible under federal income or California individual income tax law.

In cases where a shareholder of the California Fund is a "substantial user" or "related person" with respect to California Exempt Securities held by the Fund, such shareholders should consult their tax advisors to determine whether California exempt-interest distributions paid by the Fund with respect to such obligations retain California individual income tax exclusion. In this connection, rules similar to those regarding the possible unavailability of federal exempt-interest distributions treatment to "substantial users" are applicable for California income tax purposes. Interest on indebtedness incurred by a shareholder in a taxable year to purchase or carry shares of the California Fund is not deductible for California individual income tax purposes if the Fund distributes California exempt-interest distributions to the shareholder for that taxable year.

The foregoing is only a summary of some of the important California individual income tax considerations generally affecting the California Fund and its shareholders. No attempt is made to present a detailed explanation of the California income tax treatment of the California Fund or its shareholders, and this discussion is not intended as a substitute for careful planning. Further, it should be noted that the portion of any California Fund distributions constituting California exempt-interest distributions is excludable from income for California individual income tax purposes only. Any distributions paid to shareholders subject to California franchise tax or California corporate income tax may be taxable for such purposes. Accordingly, investors in the California Fund, including, in particular, corporate investors that may be subject to either California franchise tax or California corporate income tax, should consult their own tax advisers with respect to the application of such taxes to the receipt of the California Fund's distributions and as to their own California tax situation, in general.

Legislative Proposals. You should recognize that the present U.S. federal income tax treatment of the Acquiring Funds and their 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. For example, legislation has been introduced that would renew exemptions, under certain conditions, for distributions to foreign shareholders attributable to the net interest income and net short-term capital gain of an Acquiring Fund. You should consult your advisors concerning the status of legislative proposals that may pertain to holding Acquiring Fund shares.

Share Class Information

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

Shares of the Target and Acquiring Funds may be purchased and sold through broker-dealers and other financial intermediaries who have entered into sales agreements with the Funds' principal underwriter, Wells Fargo Funds Distributor, LLC ("WFFD"). Institutional Class shares may also be purchased and sold directly. Additional information on how you can buy, redeem or exchange shares of each Fund is available in the Fund's prospectus and SAI.

  • Institutional Class. Institutional Class shares are offered for direct investment by certain institutions. Institutional Class shares may also be offered through certain financial intermediaries. Institutional Class shares are offered at NAV without a front-end sales charge, contingent deferred sales charge, 12b-1 fee or shareholder servicing fee. Institutions and other investors are required to make a minimum initial investment of $10,000,000 per Fund. There are no minimum subsequent investment requirements. The minimum initial investment may be waived or reduced in certain situations. Target Fund shareholders who receive Institutional Class shares in connection with the Merger will not need to meet the minimum investment amount with respect to their Acquiring Fund as long as their account record remains active on the Acquiring Fund's transfer agency system. With respect to additional purchases, there are no minimum subsequent investment requirements.

  • Trust Class. Trust Class shares may generally only be purchased within certain trust or investment advisory accounts. Trust Class shares may also be offered through cerain financial intermediaries. Trust Class shares are offered at NAV without a front-end sales charge, contingent deferred sales charge, 12b-1 fee or shareholder servicing fee. Trust Class shares have no minimum or subsequent investment requirement.

Exchange Privileges




In general, Institutional Class shares of the Acquiring Funds may be exchanged for shares of the same class of any other Wells Fargo Advantage Fund. Trust Class shares of the Target Funds do not currently have exchange privileges. 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 purchase 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 Acquiring Fund's prospectus and SAI.

Financial Intermediary Compensation




If you purchase a Target Fund or an Acquiring Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information.

Fund Policies and Procedures

Short-Term Trading Policy




Although the short-term trading policies of the Target and Acquiring Funds do not apply directly to purchases and sales of money market fund shares, they apply to exchanges of money market fund shares for shares of other Wells Fargo Advantage Funds.

Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders by increasing expenses or lowering returns. However, money market funds, which are typically utilized by investors for cash management purposes and invest in highly liquid securities, are not as susceptible to these negative effects as non-money market funds. Moreover, because all money market funds typically maintain a $1.00 net asset value, there is no significant incentive for an investor to attempt to market time investments into a money market fund.

Although the policies adopted by the Funds do not prohibit frequent trading between money market funds, Funds Management will seek to prevent an investor from utilizing a money market fund to facilitate frequent purchases and redemptions of shares in non-money market funds. If Funds Management determines that an investor has engaged in timing activities in contravention of the Funds' policies (as described in the prospectus for the non-money market fund), Funds Management will prevent such investor from investing in the non-money market fund for a period of 30 calendar days.

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 affiliates 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.

Dividend Policy




The Funds declare distributions of any net investment income daily, and make such distributions monthly. The Funds generally make distributions of any realized net capital gains annually. Your distributions will be automatically reinvested in additional shares, unless you or your financial intermediary directs otherwise. Your other options are to receive checks for these payments, have them automatically invested in the same class of another Wells Fargo Advantage Fund, or have them deposited into your bank account. With the check payment option, if checks remain uncashed for six months or are undeliverable by the Post Office, we will reinvest the distributions at the earliest date possible, and future distributions will be automatically reinvested.

See each Fund's prospectus for further information concerning dividends and distributions.

Pricing Fund Shares




The following describes how the Funds price their shares.

See each Fund's prospectus and statement of additional information for further information about the pricing of shares.

The share price (net asset value per share or NAV) for each Fund is calculated each business day. To calculate a share's NAV, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The NAV of each share class is calculated separately. Wells Fargo Advantage Funds calculate the NAV of the Acquiring Funds at the following times each business day for the purpose of accepting purchase orders and redemption requests:

Fund

NAV Calculation Times

Wells Fargo Advantage California Municipal Money Market Fund

10:00a.m., 12:00p.m. and 4:00p.m. (ET)

Wells Fargo Advantage Cash Investment Money Market Fund

10:00a.m., 12:00p.m., 2:00p.m., 3:00p.m., 4:00p.m. and 5:00p.m. (ET)

Wells Fargo Advantage National Tax-Free Money Market Fund

10:00a.m., 12:00p.m. and 4:00p.m. (ET)

Generally, the NAV is not calculated, and purchase and redemption orders are not accepted, on days that the New York Stock Exchange ("NYSE") is closed. If the markets close early, the Funds may close early and may value their shares at earlier times under these circumstances. An order will be priced at the next NAV calculated after the order is received in proper form by the Fund's transfer agent. In the case of exchange orders, the exchange order is deemed to be a request for the redemption of shares of the Acquiring Fund and for the purchase of shares of the other Wells Fargo Advantage Fund, each to be processed at the next time when both funds calculate their NAVs at the same time, which will generally be at 4:00 p.m. Eastern Time. Information on the timing of dividend accrual in connection with a purchase or a redemption of shares is referenced in this prospectus/proxy statement and the Merger SAI.

Each Fund's assets are valued using the amortized cost method, in accordance with Rule 2a-7 under the 1940 Act. Portfolio securities are valued at their acquisition cost, adjusted for discounts or premiums reflected in their purchase price. This method of valuation is designed to enable each Fund to price its shares at $1.00 per share, although each Fund's share price may deviate from $1.00 per share.

The Board has established procedures designed to monitor each Fund's price per share. Funds Management will notify the Board if the Fund's market-based net asset value deviates more than 0.25% from the Fund's net asset value using the mark-to-market valuation method. In the event that the Board determines that a deviation exists that may result in material dilution or other unfair results to shareholders, the Fund will take such corrective action as it deems necessary, including, but not limited to, establishing a net asset value per share (of less than or more than $1.00) solely by using available market quotations.

Additional Information about the Pricing of Money Market Fund Shares. The "amortized cost" method of valuation generally allows a money market fund to assume that all of the securities held by the fund will be held to maturity and that all interest and principal will be paid at maturity. As a result, a Fund may issue and redeem shares - including issuance of shares in the Mergers - at an amortized cost-based net asset value of a share of $1.00 per share even though the Fund's net asset value per share based on market quotations (or other market-based pricing) may be more or less than $1.00 per share, and the market-based net asset value of the shares received by you in a Merger may be more or less than the market-based net asset value of your shares in the Target Fund. In this prospectus/proxy statement, unless it is specifically stated otherwise, a reference to a Fund's "net asset value" or "NAV," including for purposes of determining the number of shares to be issued by an Acquiring Fund in a Merger, will be determined based on the amortized cost-based net asset value of the Fund in question, even if the market-based net asset value per share of the Fund is more or less than $1.00.

INFORMATION ON SHAREHOLDERS' RIGHTS

Form of Organization




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

Capitalization




The beneficial interests in the Target and Acquiring Funds are represented by an unlimited number of transferable shares of beneficial interest. Each Target and Acquiring Fund'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 and Acquiring Funds. Each Target 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 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 investment advisory 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 Trust or shareholders of the Trust is subject to the jurisdiction of a court that does not apply Delaware law, shareholders of the Trust may be subject to liability. To guard against this risk, the Declaration of Trust (a) provides that any written obligation of the Trust may contain a statement that such obligation may only be enforced against the assets of the Trust or the particular series in question and the obligation is not binding upon the shareholders of the 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 Trust. Accordingly, the risk of a shareholder of the 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 Trust itself is unable to meet its obligations.

Shareholder Meeting and Voting Rights




The Trust is not required to hold annual meetings of shareholders and does not currently intend to hold regular shareholder meetings. Only when required under the 1940 Act, 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 Trust. Any Trustee of the Trust may be removed at any meeting of shareholders by a vote of at least 2/3 of the outstanding shares as interpreted by the staff of the SEC.

The 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 a 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).

The Declaration of Trust of the Trust 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 the Target or Acquiring Funds, the shareholders would be entitled to receive, when and as declared by the 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 Declaration of Trust for the 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 this 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 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's Declaration of Trust and Delaware law and is not a complete description of those documents or law. Shareholders should refer to the provisions of 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 your Target Fund in connection with the solicitation of proxies by the Board of Trustees of the Trust, to be used at the Meeting to be held at 10:00 a.m., Pacific time, on October 27, 2010 at the offices of Wells Fargo Advantage Funds, 525 Market Street, San Francisco, California 94105, 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 the Target Fund on or about October 1, 2010. Only shareholders of record as of the close of business on August 31, 2010 (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 (866) 828-6931 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 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 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 Board of 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 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 Trust prior to the date of the Meeting, by submitting a later dated and properly executed proxy card to the 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 Plan.

The Declaration of Trust states that thirty-three and one-third percent (33 1/3%) 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 your Target Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of your Target Fund. The outcome of the vote for any Merger will not affect the outcome of the vote for any other proposal.

In voting on the Plan, each share of the 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 Wells Fargo, its affiliates or other representatives of the Target Fund (who will not be paid for their soliciting activities). In addition, The Altman Group, the Fund's proxy solicitor, may make proxy solicitations and will receive compensation for seeking shareholder votes and answering shareholder questions in an amount estimated to be $4765 with respect to the proposals covered by this prospectus/proxy statement. That cost and other expenses of the Meeting and the Merger 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 the proposed Merger will not be entitled under either Delaware law or the Declaration of Trust to demand payment for, or an appraisal of, his or her shares. However, shareholders should be aware that the Merger as proposed is not expected to result in recognition of gain or loss to shareholders for U.S. federal income tax purposes and that, if the 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 the Target Fund may be redeemed at any time prior to the consummation of the Merger. Shareholders of the Target Fund may wish to consult their tax advisers as to any differing consequences of redeeming Fund shares prior to the Merger or exchanging such shares in the Merger.

If a Target Fund's shareholders do not vote to approve the Merger, the Board of Trustees of the Trust may consider other possible courses of action, including liquidation of the Target Fund.

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 Merger.

NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES. Please advise the Target Fund 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.

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

Wells Fargo Advantage California Municipal Money Market Trust

Class of Shares

Number of Shares Outstanding and Entitled to Vote

Trust Class

467,062,095

 

Wells Fargo Advantage Money Market Trust

Class of Shares

Number of Shares Outstanding and Entitled to Vote

Trust Class

2,318,432,134

 

Wells Fargo Advantage National Tax-Free Money Market Trust

Class of Shares

Number of Shares Outstanding and Entitled to Vote

Trust Class

131,437,672

As of the Record Date, the officers and Trustees of the Trust owned as a group less than 1% of the outstanding shares of any class of each 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 Fund. 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.

 

Wells Fargo Advantage California Municipal Money Market Trust (Target Fund)

Name and Address of Shareholders

Class

Number of
Shares

Percentage of Shares of
Class Before Merger

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Trust

382,840,276.62

81.97%

State Street Bank
Attn: Cash Sweeps
1776 Heritage Dr.
North Quincy, MA 02171-2119

Trust

49,618,599.48

10.62%

Herman Christensen, Jr. & Raymond P. Christensen
801 American St.
San Carlos, CA 94070-4101

Trust

31,839,940.11

6.82%

 

Wells Fargo Advantage California Municipal Money Market Fund (Acquiring Fund)

Name and Address of Shareholders

Class

Number of Shares

Percentage of Shares of Class Before Merger

Wells Fargo Service Company
FBO Sweep Funds CATF
Retail Sweep Operations
3401 N. 4th Ave. #N9777-131
Sioux Falls, SD 57104-0783

A

836,595,877.64

50.19%

Wells Fargo Investments, LLC
c/o Chris Robinson
625 Marquette Ave. Fl. 12
Minneapolis, MN 55402-2308

A

610,040,148.23

36.60%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

A

89,720,571.97

5.38%

Wells Fargo Funds Seeding Account
MAC #A0103-091
525 Market St., 9th Fl.
San Francisco, CA 94105-2779

Administrator

100,010.84

100.00%

Wells Fargo Securities LLC West
Attn: Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Institutional

323,690,150.11

50.64%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Institutional

250,217,873.45

39.15%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Service

223,593,042.87

73.80%

Wells Fargo Securities LLC West
Attn: Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Service

29,024,199.04

9.58%

First Clearing Corp. PCG-CAP
Sweep Accounts
Attn: RIG Compliance
401 S. Tryon St. NC1164
Charlotte, NC 28202-1934

Sweep

425,973,978.32

99.98%

 

Wells Fargo Advantage Money Market Trust (Target Fund)

Name and Address of Shareholders

Class

Number of
Shares

Percentage of Shares of
Class Before Merger

State Street Bank
Attn: Cash Sweeps
1776 Heritage Dr.
North Quincy, MA 02171-2119

Trust

1,640,139,936.10

70.74%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Trust

678,292,172.97

29.26%

 

Wells Fargo Advantage Cash Investment Money Market Fund (Acquiring Fund)

Name and Address of Shareholders

Class

Number of
Shares

Percentage of Shares of
Class Before Merger

Wells Fargo Securities LLC West
c/o Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Administrator

489,089,595.09

58.32%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Administrator

129,526,411.87

15.44%

Wells Fargo Bank NA FBO
Retiremend Plan Services
PO Box 1533
Minneapolis, MN 55480-1533

Administrator

41,949,352.26

5.00%

Wells Fargo Securities LLC West
c/o Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Institutional

4,066,056,573.69

47.68%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Institutional

3,668,631,785.57

43.02%

Wells Fargo Securities LLC West
c/o Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Select

2,055,935,328.38

39.66%

Nomura Holding America Inc.
2 World Financial Center, Lobby B
New York, NY 10281-1038

Select

501,000,000.00

9.66%

Rowan Companies Inc.
2800 Post Oak Blvd., Suite 5450
Houston, TX 77056-6127

Select

357,104,410.95

6.89%

AT&T Inc.
Attn: Angela Farrell-Cantu
208 S. Akard
Dallas, TX 75202-4206

Select

350,000,000.00

6.75%

State Street Bank
Attn: Cash Sweeps
1776 Heritage Dr.
North Quincy, MA 02171-2119

Select

339,843,561.04

6.56%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Select

267,071,817.35

5.15%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Service

1,881,264,990.90

54.52%

Wells Fargo Securities LLC West
c/o Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Service

469,356,725.53

13.60%

Wells Fargo Investments, LLC
c/o Chris Robinson
625 Marquette Ave., Fl. 12
Minneapolis, MN 55402-2308

Service

342,113,566.60

9.91%

 

Wells Fargo Advantage National Tax-Free Money Market Trust (Target Fund)

Name and Address of Shareholders

Class

Number of
Shares

Percentage of Shares of
Class Before Merger

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Trust

131,402,354.43

99.97%

 

Wells Fargo Advantage National Tax-Free Money Market Fund (Acquiring Fund)

Name and Address of Shareholders

Class

Number of
Shares

Percentage of Shares of
Class Before Merger

Wells Fargo Investments, LLC
c/o Chris Robinson
625 Marquette Ave., Fl. 12
Minneapolis, MN 55402-2308

A

643,663,645.23

67.25%

Wells Fargo Service Company
FBO Sweep Funds NTF
Retail Sweep Operations
3401 N. 4th Ave. #N9777-131
Sioux Falls, SD 57104-0783

A

281,148,247.74

29.38%

Wells Fargo Securities LLC West
c/o Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Administrator

47,896,265.81

12.25%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Administrator

39,926,208.91

10.21%

Edwin J. Clark
22 Harbor View Dr.
Sugarland, TX 77479-5851

Administrator

38,199,058.70

9.77%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Institutional

970,561,055.67

35.69%

Wells Fargo Securities LLC West
c/o Sean O'Farrell
608 2nd Ave. S. #N9303-054
Minneapolis, MN 55402-1916

Institutional

698,332,426.93

25.68%

Comcast Cable Funding I Inc.
Attn: Treasury-Cash Management
1201 N. Market Street, Suite 1000
Wilmington, DE 19801-1807

Institutional

250,104,550.79

9.20%

Hare & Co.
Bank of New York
One Wall Street, 2nd Floor
Attn: STIF/Master Note
New York, NY 10005-2501

Institutional

225,108,369.47

8.28%

State Street Bank
Attn: Cash Sweeps
1776 Heritage Dr.
Quincy, MA 02171-2119

Institutional

142,254,586.86

5.23%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Service

539,243,586.67

54.51%

Wells Fargo Bank NA
Attn: Cash Sweep Dept.
MAC N9306-04C
733 Marquette Ave.
Minneapolis, MN 55402-2309

Service

342,087,968.23

34.58%

Wells Fargo Funds Seeding Account
MAC #A0103-091
525 Market Street, 9th Floor
San Francisco, CA 94105-2779

Sweep

100,001.76

100.00%

FINANCIAL STATEMENTS

The audited financial highlights of each Target Fund and each Acquiring Fund for the last five fiscal years are incorporated by reference from the applicable Fund's prospectus.

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

Fund Name

Financial Statements
as of

Audited or
Unaudited

Wells Fargo Advantage California Municipal Money Market Trust

2/28/2010

Audited

Wells Fargo Advantage California Municipal Money Market Fund

2/28/2010

Audited

Wells Fargo Advantage Money Market Trust

2/28/2010

Audited

Wells Fargo Advantage Cash Investment Money Market Fund

2/28/2010

Audited

Wells Fargo Advantage National Tax-Free Money Market Trust

2/28/2010

Audited

Wells Fargo Advantage National Tax-Free Money Market Fund

2/28/2010

Audited

Pro Forma Capitalization

The following table sets forth the capitalizations of each of the Target and Acquiring Funds as of February 28, 2010, and the capitalization of each 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 1.00 for each Institutional Class share of the Acquiring Fund issued for each share of the Target Fund. The Wells Fargo Advantage California Municipal Money Market Fund will be the accounting survivor following the Merger.

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Adjustments

Wells Fargo Advantage California Municipal Money Market Fund Pro Forma

Total Net Assets

Class A

N/A

$1,948,312,942

N/A

$1,948,312,942

Institutional Class

N/A

$236,353,047

$479,728,748

$716,081,795

Service Class

N/A

$397,507,664

N/A

$397,507,664

Trust Class

$479,728,748

N/A

($479,728,748)

N/A

Total

$479,728,748

$2,582,173,653

$0

$3,061,902,401

Net Asset Value per Share

Class A

N/A

$1.00

N/A

$1.00

Institutional Class

N/A

$1.00

N/A

$1.00

Service Class

N/A

$1.00

N/A

$1.00

Trust Class

$1.00

N/A

N/A

N/A

Total Shares Outstanding

Class A

N/A

1,948,201,819

N/A

1,948,201,819

Institutional Class

N/A

236,373,718

479,716,467

716,090,185

Service Class

N/A

397,551,487

N/A

397,551,487

Trust Class

479,716,467

N/A

(479,716,467)

N/A

Total

479,716,467

2,582,127,024

0

3,061,843,491

The following table sets forth the capitalizations of each of the Target and Acquiring Funds as of February 28, 2010, and the capitalization of each 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 1.00 for each Institutional Class share of the Acquiring Fund issued for each share of the Target Fund. The Wells Fargo Advantage Cash Investment Money Market Fund will be the accounting survivor following the Merger.

 

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Adjustments

Wells Fargo Advantage Cash Investment Money Market Fund Pro Forma

Total Net Assets

Administrator Class

N/A

$1,013,057,866

N/A

$1,013,057,866

Institutional Class

N/A

$8,887,844,190

$2,645,336,875

$11,533,181,065

Select Class

N/A

$4,897,724,700

N/A

$4,897,724,700

Service Class

N/A

$4,015,237,184

N/A

$4,015,237,184

Trust Class

$2,645,336,875

N/A

($2,645,336,875)

N/A

Total

$2,645,336,875

$18,813,863,940

$0

$21,459,200,815

Net Asset Value per Share

Administrator Class

N/A

$1.00

N/A

$1.00

Institutional Class

N/A

$1.00

N/A

$1.00

Select Class

N/A

$1.00

N/A

$1.00

Service Class

N/A

$1.00

N/A

$1.00

Trust Class

$1.00

N/A

N/A

N/A

Total Shares Outstanding

Administrator Class

N/A

1,013,138,971

N/A

1,013,138,971

Institutional Class

N/A

8,887,834,891

2,650,218,676

11,538,053,567

Select Class

N/A

4,897,455,843

4,897,455,843

Service Class

N/A

4,015,893,641

N/A

4,015,893,641

Trust Class

2,650,218,676

N/A

(2,650,218,676 )

N/A

Total

2,650,218,676

18,814,323,346

0

21,464,542,022

The following table sets forth the capitalizations of each of the Target and Acquiring Funds as of September 17, 2010, and the capitalization of each 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 1.00 for each Institutional Class share of the Acquiring Fund issued for each share of the Target Fund. The Wells Fargo Advantage National Tax-Free Money Market Fund will be the accounting survivor following the Merger.

 

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

Adjustments

Wells Fargo Advantage National Tax-Free Money Market Fund Pro Forma

Total Net Assets

Administrator Class

N/A

$372,602,938

$87,910,901

$460,513,839

Class A

N/A

$929,593,991

N/A

$929,593,991

Institutional Class

N/A

$2,378,679,038

N/A

$2,378,679,038

Service Class

N/A

$1,015,751,925

N/A

$1,015,751,925

Sweep Class

N/A

$100,002

N/A

$100,002

Trust Class

$87,910,901

N/A

($87,910,901)

N/A

Total

$87,910,901

$4,696,727,894

$0

$4,784,638,795

Net Asset Value per Share

Administrator Class

N/A

$1.00

N/A

$1.00

Class A

N/A

$1.00

N/A

$1.00

Institutional Class

N/A

$1.00

N/A

$1.00

Service Class

N/A

$1.00

N/A

$1.00

Sweep Class

N/A

$1.00

N/A

$1.00

Trust Class

$1.00

N/A

N/A

N/A

Total Shares Outstanding

Administrator Class

N/A

372,553,362

N/A

460,457,048

Class A

N/A

929,563,286

N/A

929,563,286

Institutional Class

N/A

2,378,663,763

87,903,686

2,378,663,763

Service Class

N/A

1,015,543,689

N/A

1,015,543,689

Sweep Class

N/A

100,002

N/A

100,002

Trust Class

87,903,686

N/A

(87,903,686)

N/A

Total

87,903,686

4,696,424,102

0

4,784,327,788

LEGAL MATTERS

Certain legal matters concerning the issuance of shares of the Acquiring Funds will be passed upon by Goodwin Procter LLP as counsel to the Trust.

ADDITIONAL INFORMATION

Each Target Fund and Acquiring Fund is 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 including proxy material and charter documents with the SEC.

These items 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 your Target Fund 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 TRUST RECOMMEND APPROVAL OF THE PLAN WITH RESPECT TO YOUR FUND. ANY PROPERLY EXECUTED PROXY CARDS RECEIVED WITHOUT INSTRUCTIONS WILL BE VOTED IN FAVOR OF APPROVAL OF THE PLAN.

October 1, 2010

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 The Altman Group, our proxy solicitor, at (866) 828-6931 (toll free).

Exhibit A

Agreement and Plan of Reorganization and Related Matters

WELLS FARGO FUNDS TRUST

 

AGREEMENT AND PLAN OF REORGANIZATION

Dated as of September 1, 2010

This AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") is made as of this 1st day of September, 2010, by Wells Fargo Funds Trust ("Funds Trust"), a Delaware statutory trust, for itself and on behalf of each Acquiring Fund and each Target Fund, as indicated in the chart below.

REORGANIZATION TABLE

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust
Trust Class

Wells Fargo Advantage California Municipal Money Market Fund
Institutional Class

Wells Fargo Advantage Money Market Trust
Trust Class

Wells Fargo Advantage Cash Investment Money Market Fund
Institutional Class

Wells Fargo Advantage National Tax-Free Money Market Trust
Trust Class

Wells Fargo Advantage National Tax-Free Money Market Fund
Institutional Class

WHEREAS, Funds Trust is an open-end management investment company registered with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the parties desire that the Acquiring Fund acquire the assets and assume the liabilities of the Target Fund in exchange for shares of equal value of the Acquiring Fund and the distribution of the shares of the Acquiring Fund to the shareholders of the Target Fund in connection with the liquidation and termination of the Target Fund (the "Reorganization"); and

WHEREAS, the parties intend that the Reorganization qualify as a "reorganization," within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that each Fund will be a "party to a reorganization," within the meaning of Section 368(b) of the Code, with respect to the Reorganization;

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

1. Definitions.

The following terms shall have the following meanings:

 

1933 Act

The Securities Act of 1933, as amended.

1934 Act

The Securities Exchange Act of 1934, as amended.

Acquiring Class

The class of the Acquiring Fund's shares that Funds Trust will issue to the shareholders of the Target Fund Class, as set forth above.

Acquiring Fund Financial Statements

The audited financial statements of the Acquiring Fund for its most recently completed fiscal year together with the unaudited financial statements of the Acquiring Fund for the semi-annual period completed since the end of the most recently completed fiscal year, 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 appropriate Effective Time and wherever located. Assets include all cash, cash equivalents, securities, claims (whether absolute or contingent, Known or unknown, accrued or unaccrued or conditional or unmatured), contract rights and receivables (including dividend and interest receivables) owned by a Fund and any deferred or prepaid expense shown as an asset on such Fund's books.

Assets List

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

Board

The Board of Trustees of Funds Trust.

Closing Date

November 5, 2010, or such other date as the parties may agree to in writing with respect to the Reorganization.

Corresponding Target Class

The Target Fund share class set forth opposite an Acquiring Class in the chart on the first page of this Plan.

Effective Time

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

Fund

An Acquiring Fund or a Target Fund.

HSR Act

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Know, Known or Knowledge

Known after reasonable inquiry.

Liabilities

All liabilities of, or allocated or attributable to, a Fund, whether Known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured.

Material Agreements

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

Reorganization Documents

Such bills of sale, assignments, and other instruments of transfer as Funds Trust deems desirable for the Target Fund to transfer to the Acquiring Fund all rights and title to and interest in the Target Fund's Assets and Liabilities and for the Acquiring Fund to assume the Target Fund's Assets and Liabilities.

Schedule A

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

Target Financial Statements

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

Valuation Time

The time on the Reorganization's Closing Date, the business day immediately preceding the Closing Date if the Closing Date is not a business day or such other time as the parties may agree to in writing, that Funds Trust determines the net asset value of the shares of the Acquiring Fund and determines the value of the Assets of or attributable to the Target Fund, net of known Liabilities. Unless otherwise agreed to in writing, the Valuation Time of a Reorganization shall be the time of day then set forth in the Acquiring Fund's and Target Fund's Registration Statement on Form N-1A as the time of day at which net asset value is calculated.

2. Regulatory Filings. Funds Trust shall prepare and file any required filings including, without limitation, filings with state or foreign securities regulatory authorities.

3. Transfer of Target Fund Assets. Funds Trust shall take the following steps with respect to the Reorganization:

(a) At the Effective Time, Funds Trust shall assign, transfer, deliver and convey all of the Target Fund's Assets to the Acquiring Fund on the bases described in Subsection 3(c) of this Plan. Funds Trust shall then accept the Target Fund's Assets and assume the Target Fund's Liabilities such that at and after the Effective Time (i) all of the Target Fund's Assets at or after the Effective Time shall become and be the Assets of the Acquiring Fund and (ii) all of the Target Fund's Liabilities at the Effective Time shall attach to the Acquiring Fund, and be enforceable against the Acquiring Fund to the same extent as if initially incurred by the Acquiring Fund.

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

(c) Funds Trust shall assign, transfer, deliver and convey the Target Fund's Assets to the Acquiring Fund at the Reorganization's Effective Time on the following bases:

(1) In exchange for the transfer of the Assets, Funds Trust shall simultaneously issue and deliver to the Target Fund full and fractional shares of beneficial interest of each Acquiring Class. Funds Trust shall determine the number of shares of each Acquiring Class to issue by dividing the value of the Assets net of Known Liabilities attributable to the Corresponding Target Class by the net asset value of one Acquiring Class share. Based on this calculation, Funds Trust shall issue shares of beneficial interest of each Acquiring Class with an aggregate net asset value equal to the value of the Assets net of Known Liabilities of the Corresponding Target Class.

(2) The parties shall determine the net asset value of the Acquiring Fund shares to be delivered, and the value of the Assets to be conveyed net of Known Liabilities, as of the Valuation Time substantially in accordance with Funds Trust current valuation procedures. Specifically, the net asset value of the Acquiring Fund share to be delivered, and the value of the Assets to be conveyed net of Liabilities, will be calculated using amortized cost valuation procedures approved by the Board. The parties shall make all computations to the fourth decimal place or such other decimal place as the parties may agree to in writing.

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

4. Liquidation and Termination of Target Fund and Registration of Shares. Funds Trust also shall take the following steps for the Reorganization:

(a) At or as soon as reasonably practical after the Effective Time, Funds Trust shall dissolve and liquidate the Target Fund, and terminate the Target Fund as an authorized series of Funds Trust, in accordance with applicable law and its Declaration of Trust by transferring to shareholders of record of each Corresponding Target Class full and fractional shares of beneficial interest of the Acquiring Class equal in value to the shares of the Corresponding Target Class held by the shareholder. Each shareholder also shall have the right to receive any unpaid dividends or other distributions that Funds Trust declared with respect to the shareholder's Corresponding Target Class shares before the Effective Time. Funds Trust shall record on its books the ownership by the shareholders of the Acquiring Fund shares; Funds Trust shall simultaneously redeem and cancel on its books all of the issued and outstanding shares of each Corresponding Target Class. Funds Trust does not issue certificates representing Fund shares, and shall not be responsible for issuing certificates to shareholders of the Target Funds. Funds Trust shall wind up the affairs of the Target Fund.

(b) If a former Target Fund shareholder requests a change in the registration of the shareholder's Acquiring Fund shares to a person other than the shareholder, Funds Trust shall require the shareholder to (i) furnish Funds Trust an instrument of transfer properly endorsed, accompanied by any required signature guarantees and otherwise in proper form for transfer; and (ii) pay to the Acquiring Fund any transfer or other taxes required by reason of such registration or establish to the reasonable satisfaction of Funds Trust that such tax has been paid or does not apply.

5. Representations, Warranties and Agreements of Funds Trust. Funds Trust, on behalf of itself, and, as appropriate, the Target Fund and the Acquiring Fund, represents and warrants to, and agrees with, the Acquiring Fund and the Target Fund, respectively as follows:

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

(b) Funds Trust has the power and all necessary federal, state and local qualifications and authorizations to own all of its properties and Assets, to carry on its business as described in its Registration Statement on Form N-1A as filed with the SEC, to enter into this Plan and to consummate the transactions contemplated herein.

(c) The Board has duly authorized execution and delivery of the Plan and the transactions contemplated herein. Duly authorized officers of Funds Trust have executed and delivered the Plan. The Plan represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Plan does not, and the consummation of the transactions contemplated by this Plan will not, violate the Declaration of Trust of Funds Trust or any Material Agreement. Funds Trust does not need to take any other action to authorize its officers to effectuate the Plan and the transactions contemplated herein.

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

(e) Funds Trust has duly authorized the Acquiring Fund shares to be issued and delivered to the Target Fund as of the Target Fund's Effective Time. When issued and delivered, the Acquiring Fund shares shall have been registered for sale under the 1933 Act and shall be duly and validly issued, fully paid and non-assessable, and no shareholder of the Acquiring Fund shall have any preemptive right of subscription or purchase in respect of them. There are no outstanding options, warrants or other rights to subscribe for or purchase any Acquiring Fund shares, nor are there any securities convertible into Acquiring Fund shares.

(f) Each Fund is in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, the 1933 Act, the 1934 Act and all applicable state securities laws. Each Fund is in compliance in all material respects with the investment policies and restrictions applicable to it set forth in the Form N-1A Registration Statement currently in effect. The value of the Assets net of Known Liabilities of the Acquiring Fund has been determined using portfolio valuation methods that comply in all material respects with the requirements of the 1940 Act and the policies of such Acquiring Fund.

(g) Funds Trust does not Know of any claims, actions, suits, investigations or proceedings of any type pending or threatened against Funds Trust or any Fund or its Assets or businesses. There are no facts that Funds Trust currently has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against Funds Trust or any Fund. For purposes of this provision, investment underperformance or negative investment performance shall not be deemed to constitute such facts, provided all required performance disclosures have been made. Neither Funds Trust nor any Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect, its financial condition, results of operations, business, properties or Assets or its ability to consummate the transactions contemplated by this Plan.

(h) Funds Trust is not a party to any contracts, agreements, franchises, licenses or permits relating to the Funds except those entered into or granted in the ordinary course of its business, in each case under which no material default exists. All contracts and agreements that are material to the business of the Funds are listed on Schedule A. Funds Trust is not a party to or subject to any employee benefit plan, lease or franchise of any kind or nature whatsoever on behalf of any Fund.

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

(j) Since the date of the Target Fund Financial Statements and the Acquiring Fund Financial Statements, there has been no material adverse change in the financial condition, business, properties or Assets of the Target Fund or Acquiring Fund, respectively. For purposes of this provision, investment underperformance, negative investment performance or net redemptions shall not be deemed to constitute such facts, provided all customary performance disclosures have been made.

(k) The Target Fund Financial Statements and the Acquiring Fund Financial Statements, fairly present the financial position of the Acquiring Fund as of the Fund's most recent fiscal year-end and the results of the Fund's operations and changes in the Fund's net assets for the periods indicated. The Target Fund Financial Statements and the Acquiring Fund Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied.

(l) To the Knowledge of Funds Trust, neither the Target Fund nor the Acquiring Fund has any Liabilities, whether or not determined or determinable, other than Liabilities disclosed or provided for in the Target Fund Financial Statements and the Acquiring Fund Financial Statements, respectively, or Liabilities incurred in the ordinary course of business.

(m) Except as otherwise provided herein, Funds Trust shall operate the business of each Fund in the ordinary course between the date hereof and the Effective Time, it being agreed that such ordinary course of business will include the declaration and payment of dividends and distributions approved by the Board in anticipation of the Reorganization. Notwithstanding the foregoing, each Fund shall (i) complete all measures prior to the Effective Time to ensure that the Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code; and (ii) take all other appropriate action necessary to ensure satisfaction of representations in certificates to be provided to Proskauer Rose LLP in connection with their opinion described in Section 6(d), regardless of whether any measures or actions described in this sentence are in the ordinary course.

6. Conditions to Funds Trust Obligations. The obligations of Funds Trust with respect to the Reorganization shall be subject to the following conditions precedent:

(a) Funds Trust shall have duly executed and delivered the Target Fund Reorganization Documents.

(b) All representations and warranties of Funds Trust made in this Plan that apply to the Reorganization shall be true and correct in all material respects as if made at and as of the Valuation Time and the Effective Time.

(c) Funds Trust shall have delivered to Funds Trust a certificate dated as of the Closing Date and executed in its name by its Treasurer or Secretary stating that the representations and warranties of Funds Trust in this Plan that apply to the Reorganization are true and correct at and as of the Valuation Time.

(d) Funds Trust shall have received an opinion dated as of the Closing Date in a form reasonably satisfactory to it of Proskauer Rose LLP, upon which each Fund and its shareholders may rely, based upon representations reasonably acceptable to Proskauer Rose LLP made in certificates provided by Funds Trust, on behalf of itself and each Fund, the Funds' affiliates and/or principal shareholders to Proskauer Rose LLP, substantially to the effect that the Reorganization will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and each Fund will be a "party to a reorganization," within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

(e) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with the Reorganization.

(f) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the 1940 Act.

(g) Funds Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Plan to be performed or complied with by it prior to or at the Reorganization's Valuation Time and Effective Time.

(h) Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Valuation Time, the Target Fund shall have declared a dividend or dividends, with a record date and ex-dividend date prior to the Valuation Time, which, together with all previous dividends, shall have the effect of distributing to the Target Fund shareholders all of its previously undistributed (i) "investment company taxable income" within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts equal to the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Effective Time.

(i) The Board of Funds Trust shall not have terminated this Plan with respect to the Reorganization pursuant to Section 9 of this Plan.

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

8. Survival of Representations and Warranties. The representations and warranties of Funds Trust shall survive the completion of the transactions contemplated herein.

9. Termination of Plan. The Board may terminate this Plan with respect to the Acquiring Fund or Target Fund, as appropriate, by majority vote, if: (i) the conditions precedent set forth in Section 6, are not satisfied on the Closing Date; (ii) it becomes reasonably apparent to the Board that such conditions precedent will not be satisfied on the Closing Date; or (iii) it determines that the consummation of the Reorganization is not in the best interests of shareholders of any of the participating Funds. The termination of this Plan with respect to any Reorganization shall not affect the continued effectiveness of the Plan with respect to any other Reorganization.

10. 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.

11. Amendments. The Reorganization of the Target Funds require shareholder approval. Funds Trust may, by agreement in writing authorized by the Board, amend this Plan with respect to the Reorganization at any time, including, with respect to any Target Fund whose shareholders are being asked to approve the Reorganization, before or after such Target Fund's shareholders approve of the Reorganization. After a Target Fund's shareholders approve a Reorganization, however, Funds Trust may not amend this Plan in a manner that materially adversely affects the interests of the Target Fund's shareholders with respect to that Reorganization. This Section shall not preclude Funds Trust from changing the Closing Date or the Effective Time of a Reorganization.

12. Waivers. At any time prior to the Closing Date, Funds Trust may by written instrument signed by it (i) waive the effect of any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. Funds Trust agrees that any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance.

13. Limitation on Liabilities. The obligations of Funds Trust and each Fund shall not bind any of the Trustees, shareholders, nominees, officers, agents, or employees of Funds Trust personally, but shall bind only the Assets and property of the particular Fund. The execution and delivery of this Plan by the officers of Funds Trust shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Assets and the property of the Acquiring Fund or the Target Fund, as appropriate.

14. General. This Plan supersedes all prior agreements between the parties (written or oral), is intended as a complete and exclusive statement of the terms of the agreement between the parties and may not be changed or terminated orally. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party.

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

WELLS FARGO FUNDS TRUST
for itself and on behalf of the Target Funds
and on behalf of the Acquiring Funds

ATTEST:

/s/ C. David Messman
Name: C. David Messman
Title: Secretary

/s/ Karla M. Rabusch
Name: Karla M. Rabusch
Title: President

SCHEDULE A

MATERIAL AGREEMENTS

The following agreements shall be Material Agreements:

Amended and Restated Declaration of Trust of the Wells Fargo Funds Trust dated February 10, 2010.

Amended and Restated Investment Advisory Agreement between Wells Fargo Funds Management, LLC ("Wells Fargo Funds Management") and Wells Fargo Funds Trust, dated August 6, 2003, and amended October 1, 2005 and March 27, 2009, with Schedule A amended August 25, 2010.

Amended and Restated Investment Sub-Advisory Contract among Wells Capital Management Incorporated, Wells Fargo Funds Management and Wells Fargo Funds Trust, dated March 1, 2001, with Schedule A amended July 16, 2010.

Investment Sub-Advisory Contract among Cooke & Bieler, L.P., Wells Fargo Funds Management and Wells Fargo Funds Trust, dated March 24, 2004, with Appendix A amended July 18, 2008.

Investment Sub-Advisory Contract among Global Index Advisors, Inc., Wells Fargo Funds Management and Wells Fargo Funds Trust, dated June 26, 2006, with Appendix A amended February 7, 2007 and Appendix B amended August 12, 2009.

Investment Sub-Advisory Contract among LSV Asset Management, Wells Fargo Funds Management and Wells Fargo Funds Trust, dated February 1, 2005, with Appendix A and Appendix B dated February 1, 2005.

Investment Sub-Advisory Contract among Matrix Asset Advisors, Inc., Wells Fargo Funds Management and Wells Fargo Funds Trust, dated April 11, 2005, with Appendix A amended December 1, 2007 and Schedule A amended December 1, 2007.

Investment Sub-Advisory Contract among Nelson Capital Management, Wells Fargo Funds Management and Wells Fargo Funds Trust, dated October 1, 2008, with Appendix A and Appendix B dated October 1, 2008.

Investment Sub-Advisory Contract among Phocas Financial Corporation, Wells Fargo Funds Management and Wells Fargo Funds Trust, dated March 21, 2008, with Appendix A and Appendix B dated March 21, 2008.

Investment Sub-Advisory Contract among Dresdner RCM Global Investors LLC, Wells Fargo Funds Management and Wells Fargo Funds Trust, dated October 29, 2001, with Appendix A amended January 26, 2008 and Schedule A dated January 26, 2008.

Investment Sub-Advisory Contract among Schroder Investment Management North America, Inc., Wells Fargo Funds Management and Wells Fargo Funds Trust, dated March 1, 2001, with Appendix A and Schedule A dated May 1, 2003.

Administration Agreement between Wells Fargo Funds Management and Wells Fargo Funds Trust dated March 1, 2003, with Appendix A amended August 6, 2008 and Schedule A amended August 12, 2009.

Master Custodian Agreement among State Street Bank, N.A. and Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Variable Trust dated August 10, 2009, with Appendix A and Schedules A, B, C and D.

Distribution Agreement between Wells Fargo Funds Distributor, LLC and Wells Fargo Funds Trust, dated April 8, 2005, with Schedule I amended August 12, 2009.

Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 approved by the Wells Fargo Funds Trust Board on March 28, 2008, with Appendix A amended March 26, 2010.

Expense Assumption Agreement between Wells Fargo Funds Trust and Wells Fargo Funds Management dated February 29, 2008, with Schedule A.

Amended and Restated Fee and Expense Agreement among Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, dated October 3, 2008, with Schedule A amended August 25, 2010.

Shareholder Servicing Plan approved by the Board of Wells Fargo Fund Trust on March 27, 2009, with Appendix A amended March 26, 2010.

Amended and Restated Joint Fidelity Bond Allocation Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust amended and restated on May 1, 2006, with Appendix A amended November 14, 2008.

Rule 18f-3 Multi-Class Plan approved by the Board of Wells Fargo Funds Trust on March 26, 1999 and amended August 6, 2008, with Appendix A amended March 26, 2010 and Appendix B amended March 26, 2010.

Securities Lending Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management and Goldman Sachs Bank USA dated April 1, 2010.

Transfer Agency and Service Agreement among Boston Financial Data Services, Inc., Wells Fargo Funds Trust and Wells Fargo Variable Trust, dated April 11, 2005, amended on December 18, 2007 and Schedule A amended December 1, 2009.

Exhibit B

Comparison of the Funds' Fundamental Investment Policies

Borrowing

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

The Fund may not borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder.

The Fund may not borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder.

 

Commodities

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

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

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

 

Concentration

Target Fund

Acquiring Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

The Fund may not purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of a Fund's investments in that industry would equal or exceed 25% of the current value of the Fund's total assets, provided that this restriction does not limit a Fund's: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (iii) investments in municipal securities (for the purpose of this restriction, private activity bonds and notes shall not be deemed municipal securities if the payments of principal and interest on such bonds or notes is the ultimate responsibility of non-government issuers), (iv) investments in repurchase agreements provided further that each Fund reserves freedom of action to concentrate in the obligations of domestic banks (as such term is interpreted by the SEC) or its staff).

The Fund may not purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of a Fund's investments in that industry would equal or exceed 25% of the current value of the Fund's total assets, provided that this restriction does not limit a Fund's: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (iii) investments in municipal securities (for the purpose of this restriction, private activity bonds and notes shall not be deemed municipal securities if the payments of principal and interest on such bonds or notes is the ultimate responsibility of non-government issuers), (iv) investments in repurchase agreements provided further that each Fund reserves freedom of action to concentrate in the obligations of domestic banks (as such term is interpreted by the SEC) or its staff).

 

Concentration

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

The Fund may not purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of a Fund's investments in that industry would equal or exceed 25% of the current value of the Fund's total assets, provided that this restriction does not limit a Fund's: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (iii) investments in municipal securities (for the purpose of this restriction, private activity bonds and notes shall not be deemed municipal securities if the payments of principal and interest on such bonds or notes is the ultimate responsibility of non-government issuers), (iv) investments in repurchase agreements provided further that each Fund reserves freedom of action to concentrate in the obligations of domestic banks (as such term is interpreted by the SEC) or its staff) and may invest 25% or more of the current value of its total assets in private activity bonds or notes that are the ultimate responsibility of non-government issuers conducting their principal business activity in the same industry and (b) may invest 25% or more of the current value of its total assets in securities whose issuers are located in the same state or securities the interest and principal on which are paid from revenues of similar type projects.

The Fund may not purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of a Fund's investments in that industry would equal or exceed 25% of the current value of the Fund's total assets, provided that this restriction does not limit a Fund's: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (iii) investments in municipal securities (for the purpose of this restriction, private activity bonds and notes shall not be deemed municipal securities if the payments of principal and interest on such bonds or notes is the ultimate responsibility of non-government issuers), (iv) investments in repurchase agreements provided further that each Fund reserves freedom of action to concentrate in the obligations of domestic banks (as such term is interpreted by the SEC) or its staff) and may invest 25% or more of the current value of its total assets in private activity bonds or notes that are the ultimate responsibility of non-government issuers conducting their principal business activity in the same industry and (b) may invest 25% or more of the current value of its total assets in securities whose issuers are located in the same state or securities the interest and principal on which are paid from revenues of similar type projects

 

Diversification

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

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

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

 

Investments in Federally Tax-Exempt Securities

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

The Fund may not invest less than 80% of net assets plus investment borrowings, under normal circumstances, in municipal obligations that pay interest exempt from federal income tax , but not necessarily the federal AMT.

The Fund may not invest less than 80% of net assets plus investment borrowings, under normal circumstances, in municipal obligations that pay interest exempt from federal income tax , but not necessarily the federal AMT.

 

Investments in Federally Tax-Exempt Securities

Target Fund

Acquiring Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

The Fund may not invest less than 80% of net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax (including federal AMT).

The Fund may not invest less than 80% of net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax (including federal AMT).

 

Issuing Senior Securities

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

The Fund may not issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder.

The Fund may not issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders obtained thereunder.

 

Lending

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

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

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

 

Real Estate

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

The Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other investments (but this shall not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).

The Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other investments (but this shall not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).

 

Underwriting

Target Fund

Acquiring Fund

Wells Fargo Advantage California Municipal Money Market Trust

Wells Fargo Advantage California Municipal Money Market Fund

Wells Fargo Advantage Money Market Trust

Wells Fargo Advantage Cash Investment Money Market Fund

Wells Fargo Advantage National Tax-Free Money Market Trust

Wells Fargo Advantage National Tax-Free Money Market Fund

The Fund may not underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a Fund's investment program may be deemed to be an underwriting.

The Fund may not underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a Fund's investment program may be deemed to be an underwriting.


WELLS FARGO FUNDS TRUST

PART B
STATEMENT OF ADDITIONAL INFORMATION (SAI)

STATEMENT OF ADDITIONAL INFORMATION

WELLS FARGO FUNDS TRUST

525 Market Street

San Francisco, California 94105

(800) 222-8222

 

PART B

STATEMENT OF ADDITIONAL INFORMATION

October 1, 2010

 

Relating to the acquisition of assets of

 

WELLS FARGO ADVANTAGE CALIFORNIA MUNICIPAL MONEY MARKET TRUST

a series of

WELLS FARGO FUNDS TRUST

by and in exchange for shares of

WELLS FARGO ADVANTAGE CALIFORNIA MUNICIPAL MONEY MARKET FUND

a series of

WELLS FARGO FUNDS TRUST

 

WELLS FARGO ADVANTAGE MONEY MARKET TRUST

a series of

WELLS FARGO FUNDS TRUST

by and in exchange for shares of

WELLS FARGO ADVANTAGE CASH INVESTMENT MONEY MARKET FUND

a series of

WELLS FARGO FUNDS TRUST

 

WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET TRUST

a series of

WELLS FARGO FUNDS TRUST

by and in exchange for shares of

WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET FUND

a series of

WELLS FARGO FUNDS TRUST

 

Wells Fargo Advantage California Municipal Money Market Fund INSTITUTIONAL Class SHARES – WCTXX

 

Wells Fargo Advantage Cash investment Money Market Fund INSTITUTIONAL Class SHARES – WFIXX

 

Wells Fargo Advantage national tax-free Money Market Fund INSTITUTIONAL Class SHARES – WFNXX

 

This Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with the Combined Prospectus/Proxy Statement dated October 1, 2010, for the Special Meeting of Shareholders of the Target Funds listed above to be held on October 27, 2010. The Prospectus/Proxy Statement, into which this SAI has been incorporated by reference, may be obtained without charge by calling 1-800-222-8222 or writing to Wells Fargo Advantage Funds, P.O. Box 8266, Boston, MA 02266-8266. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.


  INCORPORATION OF DOCUMENTS BY REFERENCE

IN STATEMENT OF ADDITIONAL INFORMATION

This SAI consists of this cover page and the following described items, which are hereby incorporated by reference and are legally deemed to be part of this SAI:

 

 

1.

The Statement of Additional Information dated July 1, 2010 for Wells Fargo Advantage California Municipal Money Market Trust, Wells Fargo Advantage California Municipal Money Market Fund, Wells Fargo Advantage Money Market Trust, Wells Fargo Advantage Cash Investment Money Market Fund, Wells Fargo Advantage National Tax-Free Money Market Trust and Wells Fargo Advantage National Tax-Free Money Market Fund, which was filed electronically with the Securities and Exchange Commission on June 28, 2010, File No. 811-09253, on Form N-1A, accession no. 0001193125-10-148600.

 

 

 

2.

The financial statements, including the notes to the financial statements, and the reports of the independent registered public accounting firm thereon contained in the annual reports for Wells Fargo Advantage California Municipal Money Market Trust, Wells Fargo Advantage California Municipal Money Market Fund, Wells Fargo Advantage Money Market Trust, Wells Fargo Advantage Cash Investment Money Market Fund, Wells Fargo Advantage National Tax-Free Money Market Trust and Wells Fargo Advantage National Tax-Free Money Market Fund for the fiscal year ended February 28, 2010, filed electronically with the Securities and Exchange Commission on May 6, 2010, File No. 811-09253, accession no. 0000950123-10-045616.

 

3.

The Pro Forma Combining Financial Statements with respect to the Mergers in which Wells Fargo Advantage California Municipal Money Market Fund and Wells Fargo Advantage Cash Investment Money Market Fund are Acquiring Funds, filed electronically with the Securities and Exchange Commission on August 27, 2010, File No. 333-169102, accession no. 0000907244-10-001124.

 

           

 

 


WELLS FARGO FUNDS TRUST

PROXY CARDS



                                                                                                                                                                                                                      



 

 

WELLS FARGO ADVANTAGE NATIONAL TAX-FREE MONEY MARKET TRUST

of

Wells Fargo Funds Trust

 

 

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2010

 

The undersigned, revoking all Proxies heretofore given, hereby appoints Karla M. Rabusch, C. David Messman and Carol J. Lorts (officers of Wells Fargo Funds Trust) or any of them as Proxies of the undersigned, with full power of substitution to each, to vote on behalf of the undersigned all shares of Wells Fargo Advantage National Tax-Free Money Market Trust (“National Tax-Free Money Market Trust”), a series of Wells Fargo Funds Trust, that the undersigned is entitled to vote at the meeting of shareholders, and at any adjournment(s) thereof, of National Tax-Free Money Market Trust to be held at 10:00 a.m., Pacific time, on October 27, 2010, at the offices of Wells Fargo Advantage Funds®, 525 Market Street, 12th Floor, San Francisco, California, 94105, as fully as the undersigned would be entitled to vote if personally present.

 

 


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any.

 

 

______________________________________________

Signature                                                              Date                        



 

 

 

 

 

 

                                                          ▲  FOLD HERE – DO NOT TEAR  ▲

 

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instruction is given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the proposal. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holder on any other matter that may properly come before the Special Meeting.

This proxy is solicited by the Board of Trustees of Wells Fargo Funds Trust, which unanimously recommends that you vote FOR the Proposal.

 

TO VOTE, MARK BOX IN BLUE OR BLACK INK.  Example: [ ]

 

PROPOSAL:

To consider and act upon an Agreement and Plan of Reorganization (the “Plan”) dated as of September 1, 2010, providing for the reorganization of the Target Fund, including the acquisition of all of the assets of the Target Fund by the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund (the “Acquisition Shares”) and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund. 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.

 

FOR

AGAINST

ABSTAIN

 

 

 

 

 

 

QUESTIONS ABOUT THIS PROXY ? Should you have any questions about the proxy materials or would like to vote your shares with a representative, please contact our proxy information line toll-free at 1-866-828-6931.    Representatives are available Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time.

 

THANK YOU FOR CASTING YOUR VOTE.

 

TAG ID:                                                                                                                                                                                 CUSIP: 


                           

 

 

 

Wells Fargo Advantage Money Market Trust

of

Wells Fargo Funds Trust

 

 

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2010

 

The undersigned, revoking all Proxies heretofore given, hereby appoints Karla M. Rabusch, C. David Messman and Carol J. Lorts (officers of Wells Fargo Funds Trust) or any of them as Proxies of the undersigned, with full power of substitution to each, to vote on behalf of the undersigned all shares of Wells Fargo Money Market Trust (“Money Market Trust”), a series of Wells Fargo Funds Trust, that the undersigned is entitled to vote at the meeting of shareholders, and at any adjournment(s) thereof, of Money Market Trust to be held at 10:00 a.m., Pacific time, on October 27, 2010, at the offices of Wells Fargo Advantage Funds®, 525 Market Street, 12th Floor, San Francisco, California, 94105, as fully as the undersigned would be entitled to vote if personally present.

 

 


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any.

 

 

______________________________________________

Signature                                                              Date                        



 

 

 

 

 

 

                                                          ▲  FOLD HERE – DO NOT TEAR  ▲

 

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instruction is given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the proposal. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holder on any other matter that may properly come before the Special Meeting.

This proxy is solicited by the Board of Trustees of Wells Fargo Funds Trust, which unanimously recommends that you vote FOR the Proposal.

 

TO VOTE, MARK BOX IN BLUE OR BLACK INK.  Example: [ ]

 

PROPOSAL:

To consider and act upon an Agreement and Plan of Reorganization (the “Plan”) dated as of September 1, 2010, providing for the reorganization of the Target Fund, including the acquisition of all of the assets of the Target Fund by the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund (the “Acquisition Shares”) and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund. 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.

 

FOR

AGAINST

ABSTAIN

 

 

 

 

 

 

QUESTIONS ABOUT THIS PROXY ? Should you have any questions about the proxy materials or would like to vote your shares with a representative, please contact our proxy information line toll-free at 1-866-828-6931.    Representatives are available Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time.

 

 

THANK YOU FOR CASTING YOUR VOTE.

 

TAG ID:                                                                                                                                                                                 CUSIP: 



                                                                                                                                                                                                                      



 

 

Wells Fargo Advantage California Municipal Money Market Trust

of

Wells Fargo Funds Trust

 

 

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2010

 

The undersigned, revoking all Proxies heretofore given, hereby appoints Karla M. Rabusch, C. David Messman and Carol J. Lorts (officers of Wells Fargo Funds Trust) or any of them as Proxies of the undersigned, with full power of substitution to each, to vote on behalf of the undersigned all shares of Wells Fargo Advantage California Municipal Money Market Trust (California Municipal Money Market Trust”), a series of Wells Fargo Funds Trust, that the undersigned is entitled to vote at the meeting of shareholders, and at any adjournment(s) thereof, of California Municipal Money Market Trust to be held at 10:00 a.m., Pacific time, on October 27, 2010, at the offices of Wells Fargo Advantage Funds®, 525 Market Street, 12th Floor, San Francisco, California, 94105, as fully as the undersigned would be entitled to vote if personally present.

 

 


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any.

 

 

______________________________________________

Signature                                                              Date                        



 

 

 

 

 

 

                                                          ▲  FOLD HERE – DO NOT TEAR  ▲

 

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instruction is given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the proposal. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holder on any other matter that may properly come before the Special Meeting.

This proxy is solicited by the Board of Trustees of Wells Fargo Funds Trust, which unanimously recommends that you vote FOR the Proposal.

 

TO VOTE, MARK BOX IN BLUE OR BLACK INK.  Example: [ ]

 

PROPOSAL:

To consider and act upon an Agreement and Plan of Reorganization (the “Plan”) dated as of September 1, 2010, providing for the reorganization of the Target Fund, including the acquisition of all of the assets of the Target Fund by the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund (the “Acquisition Shares”) and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund. 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.

 

FOR

AGAINST

ABSTAIN

 

 

 

 

 

 

QUESTIONS ABOUT THIS PROXY ? Should you have any questions about the proxy materials or would like to vote your shares with a representative, please contact our proxy information line toll-free at 1-866-828-6931.    Representatives are available Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time.

 

THANK YOU FOR CASTING YOUR VOTE.

 

TAG ID:                                                                                                                                                                                 CUSIP: 

WELLS FARGO FUNDS TRUST

PART C

OTHER INFORMATION

Item 15. Indemnification.

Under the terms of the Amended and Restated Declaration of Trust of the Registrant, incorporated by reference as Exhibit 1 hereto, provides for the indemnification of the Registrant's Trustees, officers, employees and agents. The following sections of Article IX provide as follows:

Section 1. Limitation of Liability. All persons contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or such Series, respectively, for payment under such contract or claim; and neither the Trustees nor any of the Trust's officers, employees or agents, whether past, present or future (each a "Covered Person," and collectively the "Covered Persons"), shall be personally liable therefor. Notwithstanding any provision in this Article IX, neither the investment adviser, Principal Underwriter or other service providers, nor any officers, employees or other agents of such entities, shall be indemnified pursuant to this Article IX, except that dual officers, employees or other agents of the Trust and such entities shall be entitled to indemnification pursuant to this Article IX but only to the extent that such officer, employee or other agent was acting in his or her capacity as an officer, employee or agent of the Trust in the conduct that gave rise to the claim for indemnification. No Covered Person shall be liable to the Trust or to any Shareholder for any loss, damage or claim incurred by reason of any act performed or omitted by such Covered Person in good faith on behalf of the Trust, a Series or a Class, and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Declaration, except that a Covered Person shall be liable for any loss, damage or claim incurred by reason of such Covered Person's bad faith, gross negligence, willful misconduct or reckless disregard of the duties involved in the conduct of his or her office.

Section 2. Mandatory Indemnification. (a) Subject only to the express limitations in the 1940 Act, other applicable laws, and sub-paragraph (b) below, the Trust or the appropriate Series shall indemnify each of its Covered Persons to the fullest extent permitted under the 1940 Act and other applicable laws, including, but not limited to, against all liabilities and expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred in the settlement thereof.

(a) As used herein, the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words "liability" and "expenses" shall include, without limitation, reasonable attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) Notwithstanding any provision to the contrary contained herein, no Covered Person shall be entitled to indemnification for any liability arising by reason of such Covered Person's willful misfeasance, bad faith, gross negligence, or the reckless disregard of duties owed to the Trust ("disabling conduct").

(c) No indemnification or advance shall be made under this Article IX to the extent such indemnification or advance:
would be inconsistent with a provision of the Declaration, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or
would be inconsistent with any condition expressly imposed by a court in a judgment, order, or approval of a settlement.

(d) Any indemnification under this Article shall be made by the Trust only if authorized in the specific case on a determination that the Covered Person was not liable by reason of disabling conduct by:

(i) a final decision on the merits by a court or other body before whom the proceeding was brought; or
(ii) in the absence of such a decision, by any reasonable and fair means established in accordance with, and subject to the requirements and limitations of, Section 17(h) of the 1940 Act and any interpretation thereunder by the Commission or its staff.

(e) The rights of indemnification herein provided may be insured against by policies of insurance maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.

(f) To the maximum extent permitted by the 1940 Act and other applicable laws, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Article IX shall be paid by the Trust or applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Article IX; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Article IX; provided, however, that the Trust shall not be obligated to pay the expenses of any agent acting pursuant to a written contract with the Trust, except to the extent required by such contract.

(g) Any repeal or modification of this Article IX shall be prospective only, to the extent that such repeal or modification would, if applied retrospectively, affect any limitation on the liability of any Covered Person in an a manner that would be adverse to such Covered Person or affect any indemnification available to any Covered Person in a manner that would be adverse to such Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.

Item 16. Exhibits.

All references to the "Registration Statement" in the following list of Exhibits refer to the Registrant's Registration Statement on Form N-1A (File Nos. 333-74295; 811-09253).

Number

Exhibit Description

Location

(1)

Amended and Restated Declaration of Trust

Incorporated by reference to Post-Effective Amendment No. 156, filed April 30, 2010.

(2)

Not applicable

(3)

Not applicable

(4)

Form of Agreement and Plan of Reorganization

Included herein as Exhibit A to the Prospectus/Proxy Statement contained in Part A of this Registration Statement.

(5)

Not applicable

(6)(1)

Investment Advisory Agreement with Wells Fargo Funds Management, LLC

Incorporated by reference to Post-Effective Amendment No. 87, filed November 1, 2005; Schedule A, incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(6)(b)

Amended and Restated Fee and Expense Agreement between Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Funds Management, LLC

Incorporated by reference to Post-Effective Amendment No. 136, filed April 30, 2009; Schedule A, incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(6)(c)

Investment Sub-Advisory Agreement with Schroder Investment Management North America Inc.

Incorporated by reference to Post-Effective Amendment No. 20, filed May 1, 2001; Schedule A, incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005.

(6)(d)

Investment Sub-Advisory Agreement with Wells Capital Management Incorporated

Incorporated by reference to Post-Effective Amendment No. 161, filed on June 21, 2010; Appendix A and Schedule A dated July 16, 2010 incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(6)(e)

Investment Sub-Advisory Agreement with RCM Capital Management, LLC (formerly Dresdner RCM Global Investors, LLC)

Incorporated by reference to Post-Effective Amendment No. 32, filed February 8, 2002; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.

(6)(f)

Investment Sub-Advisory Agreement with Global Index Advisors, Inc.

Incorporated by reference to Post-Effective Amendment No. 93, filed June 26, 2006. Appendix A incorporated by reference to Post-Effective Amendment No. 111, filed June 29, 2007. Appendix B, incorporated by reference to Post-Effective Amendment No. 139, filed September 28, 2009.

(6)(g)

Investment Sub-Advisory Agreement with LSV Asset Management

Incorporated by reference to Post-Effective Amendment No. 147, filed January 28, 2010; Appendix A and Appendix B, incorporated by reference to Post-Effective Amendment No. 156, filed April 30, 2010.

(6)(h)

Investment Sub-Advisory Agreement with Cooke & Bieler, L.P.

Incorporated by reference to Post-Effective Amendment No. 74, filed July 26, 2004; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 136, filed April 30, 2009.

(6)(i)

Investment Sub-Advisory Agreement with Matrix Asset Advisors, Inc.

Incorporated by reference to Post-Effective Amendment No. 83, filed April 11, 2005; Appendix A and Schedule A, incorporated by reference to Post-Effective Amendment No. 119, filed March 1, 2008.

(6)(j)

Sub-Advisory Agreement with Phocas Financial Corporation

Incorporated by reference to Post-Effective Amendment No. 122, filed March 21, 2008.

(6)(k)

Sub-Advisory Agreement with Nelson Capital Management, LLC

Incorporated by reference to Post-Effective Amendment No. 131, filed October 1, 2008.

(6)(l)

Investment Sub-Advisory Contract with Cadence Capital Management

Incorporated by reference to Post-Effective Amendment No. 162, filed June 28, 2010.

(6)(m)

Sub-Advisory Agreement with First International Advisors, LLC

Incorporated by reference to Post-Effective Amendment No. 166, filed July 12, 2010.

(6)(n)

Sub-Advisory Agreement with Metropolitan West Capital Management, LLC

Incorporated by reference to Post-Effective Amendment No. 163, filed June 28, 2010. Appendix A and B, incorporated by reference to Post-Effective Amendment No. 169, filed July 16, 2010.

(6)(o)

Sub-Advisory Agreement with Golden Capital Management, LLC

Incorporated by reference to Post-Effective Amendment No. 169, filed July 16, 2010.

(6)(p)

Sub-Advisory Agreement with Crow Point Partners, LLC

Incorporated by reference to Post-Effective Amendment No. 169, filed July 16, 2010.

(7)

Distribution Agreement with Wells Fargo Funds Distributor, LLC

Incorporated by reference to Post-Effective Amendment No. 84, filed July 1, 2005; Schedule I, incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(8)

Not applicable

(9)

Master Custodian Agreement with State Street Bank and Trust Company

Incorporated by reference to Post-Effective Amendment No. 139, filed September 28, 2009; Appendix A, incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(10)(a)

Distribution Plan

Incorporated by reference to Post-Effective Amendment No. 87, filed November 1, 2005; Schedule I, incorporated by reference to Post-Effective Amendment No. 127, filed July 1, 2008; Appendix A, incorporated by reference to Post-Effective Amendment No. 156, filed April 30, 2010.

(10)(b)

Rule 18f-3 Multi-Class Plan

Incorporated by reference to Post-Effective Amendment No. 163, filed June 28, 2010.

(11)

Legal Opinion

Incorporated by reference to the Registration Statement on Form N-14 filed on August 27, 2010.

(12)

Consent of Tax Counsel

To be filed by amendment.

(13)(a)

Securities Lending Agency Agreement by and among Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Funds Management, LLC and Goldman Sachs Bank USA

Incorporated by reference to Post-Effective Amendment No. 163, filed June 28, 2010.

(13)(b)

Administration Agreement with Wells Fargo Funds Management, LLC

Incorporated by reference to Post-Effective Amendment No. 65, filed August 15, 2003; Schedule A and Appendix A, incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(13)(c)

Transfer Agency and Service Agreement with Boston Financial Data Services, Inc.

Incorporated by reference to Post-Effective Amendment No. 92, filed May 1, 2006; Schedule A, incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(13)(d)

Shareholder Servicing Plan

Incorporated by reference to Post-Effective Amendment No. 16, filed October 30, 2000; Appendix A, incorporated by reference to Post-Effective Amendment No. 156, filed April 30, 2010.

(13)(e)

Administrative and Shareholder Servicing Agreement, Form of Agreement

Incorporated by reference to Post-Effective Amendment No. 111, filed June 29, 2007.

(14)

Consent of Independent Auditors

Filed herewith.

(15)

Not applicable.

(16)(a)

Power of Attorney, Peter G. Gordon

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(b)

Power of Attorney, Timothy J. Penny

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(c)

Power of Attorney, Donald C. Willeke

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(d)

Power of Attorney, Karla M. Rabusch

Incorporated by reference to Post-Effective Amendment No. 72, filed June 30, 2004.

(16)(e)

Power of Attorney, Olivia S. Mitchell

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(f)

Power of Attorney, Judith M. Johnson

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(g)

Power of Attorney, Isaiah Harris, Jr.

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(h)

Power of Attorney, David F. Larcker

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(i)

Power of Attorney, Kasey Phillips

Incorporated by reference to Post-Effective Amendment No. 142, filed November 19, 2009.

(16)(j)

Power of Attorney, Michael S. Scofield

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

(16)(k)

Power of Attorney, Leroy J. Keith, Jr.

Incorporated by reference to Post-Effective Amendment No. 172, filed September 28, 2010.

Item 17. Undertakings.

(1) Wells Fargo Advantage Funds agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel or a copy of an IRS ruling supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion or ruling, but in any event no later than one business day after consummation of the Reorganization.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized in the City of San Francisco and State of California on the 28th day of September, 2010.


WELLS FARGO FUNDS TRUST

By: /s/ C. David Messman
--------------------
C. David Messman
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the date indicated:

 

/s/ Peter G. Gordon
Peter G. Gordon*
Trustee

/s/ Isaiah Harris, Jr.
Isaiah Harris, Jr.*
Trustee

/s/ Judith M. Johnson
Judith M. Johnson*
Trustee

/s/ David F. Larcker
David F. Larcker*
Trustee

/s/ Olivia S. Mitchell
Olivia S. Mitchell*
Trustee

/s/ Timothy J. Penny
Timothy J. Penny*
Trustee

/s/ Donald C. Willeke
Donald C. Willeke*
Trustee

/s/ Michael S. Scofield
Michael S. Scofield*
Trustee

/s/ Leroy J. Keith, Jr.
Leroy J. Keith, Jr.*
Trustee

/s/ Karla M. Rabusch
Karla M. Rabusch*
President
(Principal Executive Officer)

/s/ Kasey Phillips
Kasey Phillips*
Treasurer
(Principal Financial Officer)

*By: /s/ C. David Messman
C. David Messman
Attorney-in-Fact
September 28, 2010

 

Exhibit No.

Exhibits

(14)

Consent of Independent Auditors