Wells Fargo Bank, N.A. Collective Investment Funds...Wells Fargo Bank, N.A. (the Trustee and...

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Wells Fargo Bank, N.A. Collective Investment Funds Annual Report 2017

Transcript of Wells Fargo Bank, N.A. Collective Investment Funds...Wells Fargo Bank, N.A. (the Trustee and...

Page 1: Wells Fargo Bank, N.A. Collective Investment Funds...Wells Fargo Bank, N.A. (the Trustee and Manager) (the “Bank”) or an affiliate of the Trustee in its capacity as trustee, investment

Wells Fargo Bank, N.A. Collective Investment Funds

Annual Report 2017

Page 2: Wells Fargo Bank, N.A. Collective Investment Funds...Wells Fargo Bank, N.A. (the Trustee and Manager) (the “Bank”) or an affiliate of the Trustee in its capacity as trustee, investment

Table of Contents

Page Independent Auditors’ Report 1 Financial Statements:

Statement of Assets and Liabilities (in liquidation) 4 Statement of Operations 5 Statement of Changes in Net Assets 6 Statement of Changes in Net Assets (in liquidation) 7 Statement of Selected Per Unit Data 8 Supplemental Schedules 9

Notes to Financial Statements 11 Regulatory Statement 15

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The Board of Directors Wells Fargo Bank, N.A.:

We have audited the accompanying financial statements of Wells Fargo International Bond CIT (the Fund ),which comprise the statement of operations, statement of changes in net assets, and statement of selected per unit data for the period from January 1, 2017 to June 27, 2017, the statement of assets and liabilities inliquidation as of August 17, 2017, the related statement of changes in net assets in liquidation for the period from June 28, 2017 to August 17, 2017, and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Wells Fargo International Bond CIT as of August 17, 2017, and the changes in its net assets in liquidation for the period from June 28, 2017 to August 17, 2017, its financial position as of August 17, 2017,and the results of its operations, changes in its net assets, and its selected per unit data for the period from January 1, 2017 to June 27, 2017, in accordance with U.S. generally accepted accounting principles applied on the bases described in Note 2 to the financial statements.

KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (�KPMG International�), a Swiss entity.

KPMG LLPTwo Financial Center60 South StreetBoston, MA 02111

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Emphasis of Matter As discussed in Note 2 to the financial statements, on June 27, 2017 the Trustees approved a plan of liquidation and concluded liquidation was imminent as defined in ASC Subtopic 205-30, Liquidation Basis of Accounting. As a result, the Fund has changed its basis of accounting for periods subsequent to June 27, 2017 from the going-concern basis to a liquidation basis.

Other Matter Our audit was made for the purpose of forming an opinion on the financial statements as a whole. The supplemental schedule of investments purchased and sold or redeemed are presented for purpose of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Boston, Massachusetts December 11, 2017

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WELLS FARGO INTERNATIONAL BOND CIT

The Fund listed here was liquidated effective August 17, 2017. The following report represents the final financialstatements for the Fund covering the period January 1, 2017 through August 17, 2017 (termination of operations).

International Bond CIT

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See accompanying notes to financial statements.

WELLS FARGO INTERNATIONAL BOND CIT

Statement of Assets and Liabilities (in liquidation)August 17, 2017 (termination of operations)

Assets:Cash $ 104,805Accrued interest income 17,160Fund shares sold 567

Total assets 122,532

Liabilities:Payable to participant 104,805Due to custodian 13,472Accrued trustee fees 4,255

Total liabilities 122,532Net assets $ 0

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See accompanying notes to financial statements.

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Statement of OperationsFor the period from January 1, 2017 to June 27, 2017

Investment income:Interest income (net of foreign taxes withheld of $4,322) $ 323,225Dividend income from affiliated short term investment 2,480

Total income 325,705Expenses:

Administration, Advisory, and Trustee Fees 48,066Program fees (TR) 8,419

Total expenses 56,485Net investment income 269,220

Realized and unrealized gain (loss) on investment and foreigncurrency transactionsNet realized loss on:

Investments (415,462)Foreign currency transactions (3,159,631)

Net change in unrealized appreciation (depreciation) of:Investments 3,275,564Foreign currency translation of other assets and liabilities 1,910,190

Net gain on investment and foreign currency transactions 1,610,661Net increase in net assets resulting from operations $ 1,879,881

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See accompanying notes to financial statements.

WELLS FARGO INTERNATIONAL BOND CIT

Statement of Changes in Net AssetsFor the period from January 1, 2017 to June 27, 2017

Increase/(decrease) in net assets from operations:Net investment income $ 269,220Net realized loss on investment and foreign currency transactions (3,575,093)Net change in unrealized appreciation (depreciation) of investmentand foreign currency translation on other assets and liabilities 5,185,754

Net increase in net assets resulting from operations 1,879,881

Participant unit transactions:Class TR proceeds from issuance of units (69,368 units) 604,712Class TR payments for withdrawals (2,168,409 units) (18,781,971)

Net change (18,177,259)Class F proceeds from issuance of units (78,146 units) 694,387Class F payments for withdrawals (50,637 units) (460,670)

Net change 233,717Change in net assets derived from unit transactions (17,943,542)Total decrease in net assets (16,063,661)

Net assets:Beginning of year (2,371,957 Class TR units, 1,819,814 Class Funits) 36,010,221End of period (272,916 Class TR units, 1,847,323 Class F units) $ 19,946,560

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See accompanying notes to financial statements.

WELLS FARGO INTERNATIONAL BOND CIT

Statement of Changes in Net Assets (in liquidation)For the period from June 28, 2017 to August 17, 2017 (termination of operations)

Increase/(decrease) in net assets from operations:Net investment income $ 74,849Net realized gain on investment and foreign currency transactions 583,203Net change in unrealized appreciation (depreciation) of investmentand foreign currency translation on other assets and liabilities (287,404)

Net increase in net assets resulting from operations 370,648

Participant unit transactions:Class TR proceeds from issuance of units (6,972 units) 64,698Class TR payments for withdrawals (279,888 units) (2,633,514)

Net change (2,568,816)Class F proceeds from issuance of units (1,286 units) 12,226Class F payments for withdrawals (1,848,609 units) (17,760,618)

Net change (17,748,392)Change in net assets derived from unit transactions (20,317,208)Total decrease in net assets (19,946,560)

Net assets:Beginning of period (272,916 Class TR units, 1,847,323 Class Funits) 19,946,560End of period (0 Class TR units, 0 Class F units) $ 0

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See accompanying notes to financial statements.

WELLS FARGO INTERNATIONAL BOND CIT

Statement of Selected Per Unit DataFor the Period from January 1, 2017 to June 27, 2017

Class TR Class F

Per share operating performance:Unit value, beginning of period $ 8.50 $ 8.71

Income from investment operations:Net investment income(1) 0.14 0.11Net realized and unrealized loss on investments 0.56 0.62Total from investment operations 0.70 0.73Unit value, end of period $ 9.20 $ 9.44

Total return per unit 8.20% 8.37%Net assets, end of period $ 2,509,681 $ 17,436,879

Ratios:Ratio of expenses to average net assets(2) 1.07% 0.44%Ratio of net investment income to average net assets(2) 3.19% 2.53%Portfolio Turnover Rate 61% 61%

(1) Based on average number of units outstanding.(2) Annualized.

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PurchasedCost Cost Proceeds Loss

$ 15,508,680 $ 58,604,178 $ 58,438,340 $ (165,838) Total investments $ 15,508,680 $ 58,604,178 $ 58,438,340 $ (165,838)

See accompanying notes to financial statements.

Fixed income

WELLS FARGO INTERNATIONAL BOND CIT

Supplemental Schedule of Investments Purchased and Sold or Redeemed

For the Period from January 1, 2017 to August 17, 2017 (termination of operations)

Sold or redeemed

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Units Unit Units Unitoutstanding valuation outstanding valuation

December 31, 2016 2,371,957 $ 8.50 1,819,814 $ 8.71January 31, 2017 1,131,266 9.01 1,836,671 8.93February 28, 2017 327,392 8.72 1,865,502 8.95March 31, 2017 324,823 8.81 1,839,150 9.01April 30, 2017 287,614 8.93 1,848,217 9.13May 31, 2017 277,486 9.12 1,848,217 9.35June 30, 2017 271,600 9.13 1,847,322 9.38July 31, 2017 267,867 9.38 1,847,688 9.67August 17, 2017 (termination of operations) 0 0.00 0 0.00

See accompanying notes to financial statements.

Class F

Supplemental Schedules of Monthly Values

For the Period from January 1, 2017 to August 17, 2017 (termination of operations) (unaudited)

Class TR

WELLS FARGO INTERNATIONAL BOND CIT

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WELLS FARGO INTERNATIONAL BOND CIT

(1) Fund Description

The Wells Fargo Bank Collective Investment Fund for Employee Benefit Trusts, International Bond CIT, (the “Fund”) isestablished, operated, and maintained for the collective investment and reinvestment of monies contributed thereto byWells Fargo Bank, N.A. (the Trustee and Manager) (the “Bank”) or an affiliate of the Trustee in its capacity as trustee,investment manager, or any other capacity authorized by law for retirement plans (the participants) qualified underSection 401(a) and tax-exempt under Section 501(a) of the Internal Revenue Code (IRC) of 1986, as amended.

International Bond CIT

The Fund sought an investment objective of total return consisting of income and capital appreciation. Under normalcircumstances, the Fund invested primarily in foreign debt securities, including obligations of governments, corporateentities, or supranational agencies, denominated in various currencies.

(2) Summary of Fund Liquidation

The Bank, as Trustee for the Fund, determined to wind down the Fund in an orderly manner and liquidation wasconsidered imminent on June 27, 2017, and as a result, the Fund changed its basis for accounting from going concern toliquidation basis prospectively after June 27, 2017. For the period January 1, 2017 to June 27, 2017, the financialstatements were prepared on a going concern basis and for the period June 28, 2017 to August 17, 2017, the financialstatements were prepared using the liquidation basis of accounting, per FASB ASC Topic 205-30. All outstanding shareswere fully redeemed on August 17, 2017.

(3) Summary of Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by Wells Fargo Bank, N.A. (the“Trustee”) in the preparation of the Fund’s financial statements. The Fund was an investment company per Topic 946.The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”)and the Wells Fargo Bank Declaration of Trust Establishing Investment Funds for Employee Benefit Trusts, as amendedand restated effective May 1, 2017.

(a) Basis of Accounting

The accompanying financial statements have been presented on the liquidation basis of accounting after June 26, 2017.The adoption of the liquidation basis of accounting did not have a material effect on the carrying value of assets andliabilities as of the liquidation date, as assets and liabilities are measured at fair value.

(b) Fund Valuation

Valuation of the Fund’s units occurs daily. Unit values are determined by dividing the value of the Fund’s net assets bythe total number of participants’ units outstanding on the valuation date.

(c) Investment Transactions and Related Investment Income

Investment transactions are accounted for on the trade date. The cost of investments sold is computed on an average costbasis. Dividend income is recorded on the ex-dividend date. Foreign dividends are recorded when information isconfirmed by the foreign custodian. Interest income is accrued daily and bond discounts are accreted and premiums areamortized daily based on the effective interest method. The Fund amortizes premiums and accretes market discounts andoriginal issue discounts to the call or the maturity date. Premium amortization and discount accretion amounts areincluded in interest income.

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WELLS FARGO INTERNATIONAL BOND CIT

Tax reclaims receivable, if any, are recorded as dividend income, which may be subject to change due to changes incountry-specific tax regulations regarding amounts reclaimable. Income from foreign securities is recorded net of foreigntaxes withheld where recovery of such taxes is not assured.

(d) Distributions

The Fund does not distribute its investment income to participants, but rather reinvests its investment income back into theFund.

(e) Purchases and Redemptions of Units

Participants' purchases and redemptions of units from the Fund are based on unit values as of the valuation date. Purchaseand redemptions of units may occur on a daily basis.

(f) Participants' Net Assets

Participants have a proportionate undivided interest in the Fund’s net assets.

(g) Income Taxes

The Fund maintains tax-exempt status by operating as a collective trust fund regulated by the Office of the Comptroller ofthe Currency, and as such no provision for income taxes is required. It is intended that the Fund be exempt from taxationunder Section 501(a) of the Code and qualify as a “group trust” under Revenue Ruling 81-100 and other applicableInternal Revenue Service rules and regulations.

The Fund follows accounting policies under ASC 740, Income Taxes, regarding how uncertain tax positions should berecognized, measured, presented and disclosed in the financial statements. Management has analyzed the Fund’s taxpositions taken in all potential open tax years and has concluded that as of August 17, 2017, there are no positions whichwould call into question the Fund’s tax-exempt status. As such, the Fund does not have an accrual for uncertain taxpositions. The Fund’s federal and state fiduciary and Federal excise tax returns for tax years for which the applicablestatutes of limitations have not expired (open tax years: December 31, 2013; December 31, 2014; December 31, 2015; andDecember 31, 2016) are subject to examination by the Internal Revenue Service and state jurisdictions. As of and duringthe period ended August 17, 2017, the Fund did not have a liability for any unrecognized tax benefits. The Fundrecognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement ofOperations. During the period, the Fund did not incur any interest or penalties. The Fund did not have any tax losses thatwere lost due to the Fund liquidation.

(h) Expenses

In accordance with the Trust Agreement, the Trustee may charge the Fund for custody, accounting, audit fees and certainother expenses incurred. The Trust Investment Committee (the "Committee") of Wells Fargo Bank, N.A. reviews anddetermines the annual accounting fee charged to the Fund. The Committee also determines any expense cap with respectto fees charged to the Fund. Please refer to the Fund Disclosure Document for specific fund expense rates and any capsthat may be in effect.

The Trustee has agreed to bear all operating expenses in excess of a certain percent of the Fund’s respective net assets("net operating expense cap"). The Fund's investment management fee is not included in the operating expenses to whichthe net operating expense cap applies. The effects of this expense arrangement have been reflected in the Statement ofOperations and Statement of Selected Per Unit Data.

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WELLS FARGO INTERNATIONAL BOND CIT

(i) Target my RetirementSM Program Fees

The Target My RetirementSM program is a managed retirement solution that provides participants with professionalinvestment advice, based on a personalized investment strategy. Wells Fargo has retained Morningstar Associates, LLC,as an independent financial expert to provide investment advice for the Target My RetirementSM program. Morningstarreceives 0.065% for their investment advice and Wells Fargo receives 0.25% as program manager based on annualized netassets in the program. Expenses were charged to participant accounts adopting the program. Fees are accrued on a dailybasis and TR unit values are net of program fees and expenses.

(j) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United Statesof America requires the Trustee to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reportedamounts of income and expenses during the reporting period. Actual results could differ from those estimates.

(k) Cash Overdrafts

The Fund may have overnight cash overdrafts. Cash overdrafts are funded by the Trustee and settled the next morning. Nocash overdraft fees were assessed to the Fund for the period ended August 17, 2017 (termination of operations).

(l) Regulatory Requirements

The Fund is a collective investment fund authorized under the Office of the Comptroller of the Currency’sRegulation 9.18 (a)(2).

(m) Related Party Transactions

The Fund may invest in other funds maintained by the Trustee, if provided for in the Fund’s Trust Agreement. The sub-advisors to the Fund may also invest in funds (“Underlying Funds”) which are affiliates of the sub-advisor. Affiliated sub-advisors to the Fund do not charge management fees to the Underlying Funds. The Underlying Funds will incur operatingexpenses, including fund accounting, audit, and other administrative expenses. These Underlying Fund expenses will be inaddition to the fees and expenses charged by Wells Fargo to the Fund.

(n) Fair Value Hierarchy

The Fund is subject to the provisions of ASC 820-10, Fair Value Measurements, which among other things, establishes aframework for measuring fair value and requires enhanced disclosures about investments that are measured and reportedat fair value. In accordance with ASC 820-10, fair value is defined as the price that a Fund would receive upon selling aninvestment in a timely transaction to an independent buyer in the principal or most advantageous market of theinvestment.

ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fairvalue. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets orliabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs(Level 3 measurements). The three levels of the fair value hierarchy are follows:

Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund hasthe ability to access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directlyor indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similarassets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for

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WELLS FARGO INTERNATIONAL BOND CIT

the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlationor other means.

Level 3: Unobservable inputs based on the best information available in the circumstances, to the extent observable inputsare not available (including the Fund’s own assumptions in determining the fair value of investments).

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liabilitydeveloped based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputsthat reflect the reporting entity's own assumptions regarding the assumptions market participants would use in pricing theasset or liability, based on the best information available in the circumstances.

The Fund had no investments as of August 17, 2017.

(4) Class Allocations

The Fund may issue multiple classes of units. As part of Wells Fargo’s Target My Retirement investment advisoryprogram, Class TR units are subject to investment advisory fees in accordance with the Target My RetirementSM program(see Note 2j). Class F units do not incur any trustee fees but may incur investment advisory fees. F units are availableonly in situations where Wells Fargo exercises discretion over investments or where units are offered under an investmentadvisory arrangement. Further details on each Fund’s component expenses are outlined in each Fund’s Disclosureavailable at www.wellsfargofunds.com key word collectives.

(5) Subsequent Events

The residual cash was distributed prorata to unit holders on September 6, 2017 based on each unit holders’ final unitredemption. The Trustee has evaluated the possibility of subsequent events impacting the Fund’s financial statements anddetermined that there are no other subsequent events required to be disclosed in the Fund’s financial statements throughDecember 7, 2017, the date the financial statements were available to be issued.

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Regulatory statement (Unaudited) ______________________________________________________________________________ Wells Fargo Bank, N.A.

Participation requirements. Participation in each Fund is available to employee benefit accounts which meet the following conditions: ・ The participating account is part of a plan and related trust qualified under Section 401(a) of the Internal Revenue Code (IRC), and which is exempt from tax under IRC Section 501 (a) or is part of a governmental plan as defined by IRC Section 818(a)(6), or a separate account maintained by a life insurance company consisting exclusively of the assets of plans described above. ・ The participating plan or trust instrument of qualified plans adopts documents establishing Wells Fargo Bank’s collective investment funds. ・ Wells Fargo Bank, N.A. serves in a fiduciary capacity with respect to a participating account.

Filing of Annual Report with Department of Labor A plan administrator receiving this Final Report may be eligible for a simplified reporting procedure described in Department of Labor Regulations §2520.103-3 for a plan year ending on or after the end of a Fund's reporting period. The reporting period for the Fund is August 17, 2017. To such eligible plan administrators, Wells Fargo Bank, N.A. as Trustee for the Fund certifies that the statements of assets and liabilities included in the Final Report were filed with the Department of Labor on or before the date upon which the annual report of such plans is required to be filed by the plan administrators in accordance with Department of Labor Regulation §2520.103-9. The "Employer Identification Number" of the Fund is as follows:

Wells Fargo International Bond CIT 46-6136833

Regulatory requirement Collective funds are authorized under the Comptroller of the Currency's Regulation 9.18(a)(2) and are subject to other pertinent provisions of Regulation 9 as promulgated by the Comptroller of the Currency. In compliance with this Regulation, the Trustee will provide detail of Investment transactions upon request and without charge. 

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