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Independent Auditors’ Report
The Unitholders and Wells Fargo Bank, N.A.
We have audited the accompanying financial statements of Wells Fargo/BlackRock Intermediate
Government/Credit Bond Index CIT (“the Fund”), which comprise the schedule of investments (in
liquidation), the statement of assets and liabilities (in liquidation), the statement of operations (in liquidation),
the statement of changes in net assets (in liquidation), and the statement of selected per unit data (in
liquidation) for the period January 1, 2015 through July 31, 2015, and the related notes to the financial
statements.
Management’s Responsibility for 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.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit 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
financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. 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 schedule
of investments (in liquidation), the statement of assets and liabilities (in liquidation), the results of its
operations (in liquidation), the changes in its net assets (in liquidation), and their selected per unit data (in
liquidation) for the period January 1, 2015 through July 31, 2015, in accordance with U.S. generally accepted
accounting principles on the basis described in Note 3 to the financial statements.
KPMG LLP Two Financial Center 60 South Street Boston, MA 02111
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity.
2
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole.
The supplementary schedules of investments purchased and sold or redeemed and the schedules of monthly
values are presented for purposes of additional analysis and are not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Emphasis of Matter
As described in Note 2 to the financial statements, the Fund liquidated on July 31, 2015, and management
of the Fund concluded liquidation was imminent as defined in ASC Subtopic 205-30, Liquidation Basis of
Accounting. Our opinion is not modified with respect to this matter.
Boston, Massachusetts
November 20, 2015
WELLS FARGO/BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
The Fund listed here was liquidated effective July 31, 2015. The following report represents the final financial statements
for the Fund covering the period January 1, 2015 through July 31, 2015 (termination of operations).
Intermediate Government/Credit Bond Index CIT
Table of Contents
Page
Independent Auditors’ Report 1
Financial Statements:
Schedule of Investments (in liquidation) 3
Statement of Assets and Liabilities (in liquidation) 4
Statement of Operations (in liquidation) 5
Statement of Changes in Net Assets (in liquidation) 6
Statement of Selected Per Unit Data (in liquidation) 7
Supplemental Schedules 8
Notes to Financial Statements 10
Regulatory Statement 15
WELLS FARGO/BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Schedule of Investments (in liquidation) July 31, 2015 (termination of operations)
Shares Cost Value __________ ____________ ____________ Short-Term Investments: 100.00% Wells Fargo Short Term Investment Fund S (1) 500 $ 500 $ 500 __________ __________ Total Short-Term Investments 500 500 __________ __________ __________ __________ Percentages shown are based on total investments. (1) Wells Fargo Short Term Investment Fund S is a Wells Fargo Bank, N.A. sponsored collective trust fund. Represents approximately
0.00% ownership share of the Short Term Investment Fund S as of July 31, 2015.
See accompanying notes to financial statements.
See accompanying notes to financial statements.
WELLS FARGO/BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Statement of Assets and Liabilities (in liquidation)
July 31, 2015 (termination of operations)
Fair
value
Assets:
Affiliated short term investment $ 500
Cash 25
Receivable for investment securities sold 658
Total assets 1,183
Liabilities:
Accrued expenses 1,183
Total liabilities 1,183
Net assets $ 0
WELLS FARGO/BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Statement of Operations (in liquidation) For the Period from January 1, 2015 to July 31, 2015 (termination of operations)
Investment income:
Dividend income from affiliated short term investment $ 1 Total income 1
Expenses: Accounting/custody fees 25,390
Total expenses 25,390 Net investment loss (25,389)
Realized and unrealized gain (loss) on investment transaction: Net realized gain on:
Investments 1,468,881 Net change in unrealized appreciation (depreciation) of:
Investments (982,246) Net gain on investment transactions 486,635 Net increase in net assets resulting from operations $ 461,246
See accompanying notes to financial statements.
WELLS FARGO/BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Statement of Changes in Net Assets (in liquidation) For the Period from January 1, 2015 to July 31, 2015 (termination of operations)
Increase/(decrease) in net assets from operations:
Net investment loss $ (25,389) Net realized gain on investment transactions 1,468,881 Net change in unrealized appreciation (depreciation) of investments (982,246)
Net increase in net assets resulting from operations 461,246 Participant unit transactions:
Class F proceeds from issuance of units (29,664 units) 306,138 Class F payments for withdrawals (3,955,220 units) (40,969,389)
Net change (40,663,251) Class N proceeds from issuance of units (8,325 units) 210,849 Class N payments for withdrawals (148,567 units) (3,750,333)
Net change (3,539,484) Change in net assets derived from unit transactions (44,202,735) Total decrease in net assets (43,741,489)
Net assets: Beginning of period (3,925,556 Class F units, 140,242 Class N units) 43,741,489 End of period (0 Class F units, 0 Class N units) $ 0
See accompanying notes to financial statements.
See accompanying notes to financial statements.
WELLS FARGO/BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Statement of Selected Per Unit Data (in liquidation)
For the Period from January 1, 2015 to July 31, 2015 (termination of operations)
Class F Class N
Per share operating performance:
Unit value, beginning of period
$ 10.25
$ 25.05
Income from investment operations:
Net investment loss(1)
(0.01)
(0.02)
Net realized and unrealized loss on investments
(10.24)
(25.03)
Total from investment operations
(10.25)
(25.05)
Unit value, end of period
$ —
$ —
Total return per unit
0.88%
0.85%
Net assets, end of period
$ —
$ —
Ratios:
Ratio of expenses to average net assets(2)
0.14%
0.17%
Ratio of net investment loss to average net assets(2)
(0.14)%
(0.17)%
Portfolio Turnover Rate
2%
2%
(1) Based on average number of units outstanding.
(2) Annualized.
Purchased
Cost Cost Proceeds Gain
$ 495,905 $ 43,259,852 $ 44,728,733 $ 1,468,881
Total investments $ 495,905 $ 43,259,852 $ 44,728,733 $ 1,468,881
See accompanying independent auditors' report.
Collective investment funds
WELLS FARGO INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Supplemental Schedule of Investments Purchased and Sold or Redeemed
For the Period from January 31, 2015 to July 31, 2015 (termination of operations)
Sold or redeemed
Units Unit Units Unit
outstanding valuation outstanding valuation
December 31, 2014 3,925,556 $ 10.25 140,242 $ 25.05
January 31, 2015 3,925,556 10.41 140,833 25.45
February 28, 2015 3,930,996 10.35 141,051 25.29
March 31, 2015 3,930,996 10.39 140,423 25.40
April 30, 2015 3,930,996 10.39 142,567 25.40
May 31, 2015 926,602 10.39 139,961 25.39
June 30, 2015 945,994 10.33 140,655 25.24
July 31, 2015 (termination of operations) 0 0.00 0 0.00
See accompanying independent auditors' report.
Class N
WELLS FARGO INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Supplemental Schedules of Monthly Values
For the Period from January 31, 2015 to July 31, 2015 (termination of operations)
Class F
WELLS FARGO /BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
Intermediate Government/Credit Bond Index CIT
(1) Fund Description
The Wells Fargo Bank Collective Investment Fund for Employee Benefit Trusts, identified above, (collectively the “Fund”, each a “Fund”) is established, operated, and maintained for the collective investment and reinvestment of monies contributed thereto by Wells Fargo Bank, N.A. (the Trustee and Manager) 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 under Section 401(a) and tax-exempt under Section 501(a) of the Internal Revenue Code (IRC) of 1986, as amended.
Intermediate Government/Credit Bond Index CIT
The Fund seeks to approximate as closely as practicable the total return, before deduction of fees and expenses, of the Barclays Intermediate Government/Credit Bond Index. The Fund is an index fund that invests in the debt securities of companies that compose the Index. The Fund will pursue its objective through investment in one or more underlying Collective Investment or funds maintained by BlackRock Institutional Trust Company, N.A.
(2) Summary of Fund Liquidation
The Fund covered in this report was initially approved on May 13, 2015 for merger into a similarly invested collective fund as of the closing date of the report. The Fund's Trustee had determined that in the best interests of the Fund's unit holders, merging funds provided a more cost effective investment while achieving similar investment objectives. At the date of proposed merger, the Fund had six unit holders, three of which were directed trustee relationships where the Plan Sponsor retained investment authority and three unit holders were full discretionary relationships in which Wells Fargo Bank held investment authority for the plan assets. During initial discussions with these clients, the three non-discretionary unit holders directed Wells Fargo Bank to liquidate their positions and reinvest into another fund rather than wait for the merger. Wells Fargo Bank as the investment manager for the remaining three discretionary relationships, within its investment authority, chose to liquidate the Fund as of the close of this reporting period, July 31, 2015. As a result of these liquidations, the Fund was fully liquidated rather than merging with a successor fund.
(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 financial statements for the collective investment Fund managed and maintained by BlackRock Institutional Trust Company, N.A. (“BTC”) (individually, the “Fund”, and collectively, the “Fund”). The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the Fund’s plan documents, which are not within the scope of the audit.
(a) Basis of Accounting
In connection with the decision to liquidate the Fund, the basis of accounting for the Fund is presented under the liquidation basis of accounting. The adoption of the liquidation basis of accounting did not have a material effect on the carrying value of assets and liabilities 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 by the total number of participants’ units outstanding on the valuation date.
WELLS FARGO /BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT
(c) Valuation of Investments and Presentation
Investments held by the Fund consist of investments in underlying investment companies, which are fair valued at their respective daily net asset values.
(d) 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 cost basis. Dividend income is recorded on the ex-dividend date.
(e) Distributions
The Fund does not distribute its investment income to participants, but rather reinvest its investment income back into their respective Fund.
(f) Purchases and Redemptions of Units
Participants' purchases and redemptions of units from the Fund are based on unit values as of the valuation date. Purchase and redemptions of units may occur on a daily basis.
(g) Participants' Net Assets
Participants have a proportionate undivided interest in the Fund’s net assets.
(h) Income Taxes
The Fund maintains tax-exempt status by operating as a collective trust fund regulated by the Office of the Comptroller of the Currency, and as such no provision for income taxes is required. It is intended that the Fund be exempt from taxation under Section 501(a) of the Code and qualify as a “group trust” under Revenue Ruling 81-100 and other applicable Internal Revenue Service rules and regulations.
The Fund follows accounting policies under ASC 740, Income Taxes, regarding how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. Management has analyzed the Fund’s tax positions taken in all potential open tax years and has concluded that as of December 31, 2014, there are no positions which would call into question the Fund’s tax-exempt status. As such, the Fund does not have an accrual for uncertain tax positions. The Fund’s federal and state fiduciary and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired (open tax years: December 31, 2011; December 31, 2012; December 31, 2013; and December 31, 2014) are subject to examination by the Internal Revenue Service and state jurisdictions. As of and during the period ended July 31, 2015, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Fund did not incur any interest or penalties. The Fund did not have any tax losses that were lost due to the Fund liquidation.
(i) Expenses
In accordance with the Trust Agreement, the Trustee may charge the Fund for custody, accounting, audit fees and certain other expenses incurred. The Trust Investment Committee (the "Committee") of Wells Fargo Bank, N.A. reviews and determines the annual accounting fee charged to the Fund. The Committee also determines any fee cap associated with respect to fees charged to the Fund. Please refer to the Fund Disclosure Document for specific fund expense rates and any caps that may be in effect.
The Fund may also incur indirect expenses (through their investment in Underlying Fund) for administration, audit, custodial and related services to the Underlying Fund. Indirect expenses from the Underlying Fund are netted against
WELLS FARGO /BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT dividend income and included within "Collective fund Income."
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 ratio cap"). The Fund's investment management fee is not included in the operating expenses to which the net operating expense ratio cap applies. The effects of this expense arrangement have been reflected in the Statement of Operations and Financial Highlights.
(j) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts 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. No cash overdraft fees were assessed to the Fund for the period ended July 31, 2015 (termination of operations). (l) Regulatory Requirements
The Fund is a collective investment Fund authorized under the Office of the Comptroller of the Currency’s Regulation 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 Trustee may also engage subadvisors to the Fund which are affiliates of the Trustee. Affiliated subadvisors to the Fund do not charge management fees to the Fund. (n) Credit Risk and Uncertainties
Investment securities in which the Fund invests are subject to various risks, such as market, credit, and interest rate risks. Due to the level of risk associated with such securities, it is at least reasonably possible that changes in the near term could materially affect participants’ unit values and the amounts reported in the statements of assets and liabilities. (o) Fair Value Hierarchy
The Fund is subject to the provisions of ASC 820-10, Fair Value Measurements, which among other things, establishes a framework for measuring fair value and requires enhanced disclosures about investments that are measured and reported at fair value. In accordance with ASC 820-10, fair value is defined as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (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 has the 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 directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
WELLS FARGO /BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are 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 liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions regarding the assumptions market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Valuations of the Funds' Investments in other collective funds (the “Underlying Fund”) are determined as follows: The unit value of the Underlying Fund is calculated by dividing the fund's net asset value on the calculation date by the number of units of the fund that are outstanding on the calculation date. The Fund has the ability to redeem its investment in the Underlying Fund at net asset value per unit at the valuation date. Accordingly, investments in the Underlying Fund are classified as Level 2. As of July 31, 2015, the Funds investment values were classified as Level 2. The details of the Underlying Fund’s investments into major categories are available upon request to the Plan Sponsor’s Relationship Manager. The following table presents the values of the financial instruments carried on the statement of assets and liabilities by caption and by level within the valuation hierarchy as of July 31, 2015. The breakdown of the Fund's investments into major categories is disclosed in the Schedule of Investments.
Fair value measurements at reporting date using Quoted prices Significant in active other Significant markets for observable unobservable identical
assets inputs inputs
Investments in securities (Level 1) (Level 2) (Level 3) Total Intermediate Government/Credit Bond Index CIT:
Value of investment securities:
Collective Investment Funds
Short Term Investment − $ 500 − $ 500 Total − $ 500 − $ 500
WELLS FARGO /BLACKROCK INTERMEDIATE GOVERNMENT/CREDIT BOND INDEX CIT (4) Subsequent Events
The Trustee has evaluated the possibility of subsequent events impacting the Fund’s financial statements. On August 5, 2015, the Fund liquidated all remaining assets and settled all accrued expenses. The Trustee has determined that there are no further subsequent events required to be disclosed in the Fund’s financial statements through November 20, 2015, the date the financial statements were available to be issued.
Regulatory statement
______________________________________________________________________________
Wells Fargo Bank, N.A.
Participation requirements. Participation in the 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 Liquidated Report with Department of Labor
A plan administrator receiving this Liquidated 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 fiscal year. The fiscal year end for the
Fund is December 31. 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
Liquidated Report were filed with the Department of Labor on or before the date upon
which the liquidated 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:
Index Series EIN
Wells Fargo/BlackRock Intermediate
Government/Credit Bond Index CIT 52-2282924
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.