As filed with the Securities and Exchange Commission on February 23, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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| Pre-Effective Amendment No. __ |
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| Post-Effective Amendment No. |
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(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter:
WELLS FARGO FUNDS TRUST
Area Code and Telephone Number: (800) 552-9612
Address of Principal Executive Offices, including Zip Code:
525 Market Street
San Francisco, California 94163
Name and Address of Agent for Service:
C. David Messman
c/oWellsFargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, California 94105
With copies to:
Marco E. Adelfio, Esq.
GOODWIN PROCTER LLP
901 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20001
It is proposed that this filing will become effective on March 25, 2010 pursuant to Rule 488.
No filing fee is required under the Securities Act of 1933 because an indefinite number of shares of beneficial interest in the Registrant has previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
WELLS FARGO FUNDS TRUST
PART A
PROSPECTUS/PROXY STATEMENT
DRAFT 2/18/10
Long Term Funds (mergers) / WFAF vote only
[WFAF logo only]
Your Prompt Response is Requested
The enclosed document is a combined prospectus/proxy statement with proposals that pertain to the merger of certain Wells Fargo Advantage Funds. As a shareholder of one or more of the Funds, you are being asked to approve the merger of these Fund(s).
The voting process will only take a few minutes
Instructions for returning your proxy are enclosed. Please be sure to respond by June 8, 2010, regardless of the number of shares you own.
Highlights of proxy proposals
For your convenience, the following information highlights the principal aspects of the proposals in the proxy. Full details are provided in the prospectus/proxy statement. We encourage you to read it carefully.
Why have the proposals for the merger of these Funds been put forward at this time?
| The enclosed prospectus/proxy statement for the merger of your funds is part of the pending proposal to combine the fund lineups of the Wells Fargo Advantage Funds and the Evergreen Funds under the Wells Fargo Advantage Funds name. Coinciding with this proposal, Wells Fargo Funds Management, LLC has recommended the merger of certain Wells Fargo Advantage Funds.
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What am I being asked to vote on?
| As a shareholder of the merging (Target) fund, you are being asked to approve the merger with of your fund into a surviving (Acquiring) fund. Your Fund’s Board of Trustees believes that the merger is in the best interests of your Fund and that the interests of existing shareholders would not be diluted as a result of the merger. As such, they also recommend that you vote to approve it.
Upon approval by shareholders as well as the satisfaction of other closing conditions, the target fund will transfer all of its assets to the acquiring fund and the acquiring fund will assume all of the liabilities of the target fund in exchange for shares of a comparable class of the acquiring fund. The acquiring fund shares that you receive in a merger will have a total dollar value equal to that of the target fund shares that you hold at the time of the merger.
Each merging fund and its corresponding acquiring fund are listed below: Merging (Target) Fund Surviving (Acquiring) Fund Wells Fargo Advantage Growth Equity Wells Fargo Advantage Diversified Equity Fund Fund Wells Fargo Advantage Large Cap Wells Fargo Advantage Capital Growth Appreciation Fund Fund Wells Fargo Advantage Stable Income Wells Fargo Advantage Ultra Short-Term Fund Income Fund Wells Fargo Advantage Aggressive Wells Fargo Advantage Growth Balanced Allocation Fund Fund
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Why has my Fund’s Board of Trustees recommended that I vote in favor of approving a merger? | Among the factors the Boards considered in recommending the mergers were the following: Similarities and differences between the investment strategies of the target and acquiring funds. Shareholders will not bear any direct expenses in connection with the mergers. The mergers are expected to be non-taxable events for U.S. federal income tax purposes.
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How do I vote my shares?
| You can vote your shares in one of four ways: Vote online at the Web site address listed on your proxy card. Call the toll-free number printed on your proxy card. Complete and sign the enclosed proxy card and return by mail in the enclosed postage paid return envelope (if mailed in the United States). Attend the special meeting scheduled to be held on June 8, 2010. Whether or not you expect to attend the meeting, we encourage you to vote online or by phone or mail.
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What is the due date for returning my vote? | Please read the enclosed proxy materials, consider the information provided carefully, and then vote promptly. The voting process only takes a few minutes. A final vote will take place at a special meeting of shareholders scheduled for June 8, 2010. Your vote must be received by that date. |
Is this a taxable event for shareholders? | No. Each merger is expected to be a non-taxable event for U.S. federal income tax purposes.
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Whom should I call with questions about the voting process? | If you have any questions about any proposal or related proxy materials, please call your investment professional, trust officer, or an Evergreen client service representative at 1-800-343-2898, Monday through Friday, 9:00 a.m. to 6:00 p.m., Eastern Time, or a Wells Fargo Advantage Funds client service representative at 1-800-222-8222, 24 hours a day, seven days a week. If you have any questions about the voting process or if you would like to vote by telephone, you may call our proxy solicitor, [ name ] at [ phone number ].
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[Back cover]
WFAF logo only
Evergreen Investment Management Company, LLC, is a subsidiary of Wells Fargo & Company and is an affiliate of Wells Fargo & Company’s broker/dealer subsidiaries. Evergreen InvestmentsSM is a service mark of Evergreen Investment Management Company, LLC.
Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for Wells Fargo Advantage Funds. Other affiliates of Wells Fargo & Company provide subadvisory and other services for the Wells Fargo Advantage Funds.
Wells Fargo Funds Distributor, LLC, Member FINRA/SIPC, an affiliate of Wells Fargo & Company, is the distributor of the Evergreen Funds and the Wells Fargo Advantage Funds. 120075 2-10
NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
© 2010 Wells Fargo Funds Management, LLC. All rights reserved.