<PAGE>
As filed with the Securities and Exchange Commission
on March 26, 1999
Registration No. 333-74283; 811-09255
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Pre-Effective Amendment No. 1 [X]
---
Post-Effective Amendment No. [_]
---
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 1 [X]
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________________________
WELLS FARGO VARIABLE TRUST
(Exact Name of Registrant as specified in Certificate of Trust)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
__________________________
Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[_] Immediately upon filing pursuant to Rule 485(b), or
[_] on _________ pursuant to Rule 485(b)
[_] 60 Days after filing pursuant to Rule 485(a)(1), or
[_] on _________ pursuant to Rule 485(a)(1)
[_] 75 days after filing pursuant to Rule 485(a)(2), or
[_] on _________ pursuant to Rule 485(a)(2)
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Regulation 270.24f-2 under the Investment Company Act of 1940, the
Registrant hereby elects to register an indefinite number of units of its
beneficial interests.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXPLANATORY NOTE
----------------
This Pre-Effective Amendment No. 1 to the Registration Statement of
Wells Fargo Variable Trust hereby incorporates by reference all of the
information set forth in Parts B and C of the initial registration statement,
which was filed on March 11, 1999. This Pre-Effective Amendment is being filed
to respond to comments to the initial registration received from the staff.
<PAGE>
Wells Fargo Variable Trust
PROSPECTUS
Corporate Bond Fund
Large Company Growth Fund
Small Cap Fund
Please read this prospectus and keep it for future reference. It is designed
to provide you with important information and to help you decide if a Fund's
goals match your own.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") NOR HAS THE SEC PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
FUND SHARES ARE NOT DEPOSITS OF WELLS FARGO BANK, N.A. ("WELLS FARGO BANK") OR
ANY OF ITS AFFILIATES. FUND SHARES ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER GOVERNMENT AGENCY.
AN INVESTMENT IN A FUND INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.
June 1, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
OVERVIEW.................. 3
This section contains
important summary
information about
the Funds.
Objectives and Principal
Strategies............. 3
Important Risks......... 3
THE FUNDS................. 4
This section contains
important information
about the individual
Funds.
Corporate Bond Fund..... 5
Large Company Growth
Fund................... 6
Small Cap Fund.......... 7
General Investment
Risks.................. 8
Organization and
Management of the
Funds.................. 13
YOUR INVESTMENT........... 14
Turn to this section for
information on your
investments including
how to
buy and sell Fund
shares.
Investing in the Funds.. 15
Other Information....... 15
GLOSSARY.................. 17
</TABLE>
2
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WELLS FARGO VARIABLE TRUST FUNDS OVERVIEW
<TABLE>
<CAPTION>
Fund Objective Principal Strategy
---- --------- ------------------
<C> <C> <S>
Corporate Bond Fund Seeks a high level of We invest in corporate debt
current income, securities of any maturity with
consistent with attractive yields based on
reasonable risk. current economic conditions. We
generally maintain an average
portfolio maturity of 10-15
years.
Large Company Growth Seeks long-term We invest in common stocks of
Fund capital appreciation. large, high-quality domestic
companies that we believe
possess superior growth
potential.
Small Cap Fund Seeks long-term We invest in equity securities
capital appreciation. of domestic and foreign
companies whose market
capitalization falls within the
range of the Russell 2000 Index,
which is considered a small
capitalization index. We buy
stocks that we believe have
above-average prospects for
capital growth, or that may be
involved in new or innovative
products, services and
processes.
</TABLE>
IMPORTANT RISKS
This section summarizes important risks that are common to all of the Funds
described in this Prospectus, and important risks that relate specifically to
particular Funds. Both are important to your investment choice. Additional
information about these and other risks is included in the individual Fund
Descriptions later in this Prospectus and under General Investment Risks
beginning on page 8. An investment in a Fund is not a deposit of Wells Fargo
Bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Common Risks for the Funds
Equity Securities. The Large Company Growth and Small Cap Funds invest in
equity securities, which are subject to equity market risk. This is the risk
that stock prices will fluctuate and can decline and reduce the value of a
Fund's portfolio. Certain types of stock and certain individual stocks
selected for a Fund's portfolio may underperform or decline in value more than
the overall market. As of the date of this Prospectus, the equity markets, as
measured by the S&P 500 Index and other commonly used indexes, are trading at
or close to record levels. There can be no guarantee that these levels will
continue. The Small Cap Fund invests in smaller companies, and in emerging
markets, and both Funds invest in foreign companies (including investments
made through American Depositary Receipts and similar instruments) that are
subject to additional risks, including less liquidity and greater price
volatility. A Fund's investments in foreign companies and emerging markets are
also subject to special risks associated with international investing,
including currency, political, regulatory and diplomatic risks.
Debt Securities. The Corporate Bond Fund invests in debt instruments, such
as notes and bonds, which are subject to credit risk and interest rate risk.
Credit risk is the possibility that an issuer of a securities will be unable
to make interest payments or repay principal. Changes in the financial
strength of an issuer or changes in the credit rating of a security may affect
its value. Interest rate risk is the risk that interest rates may increase,
which will reduce the resale value of securities in a Fund's portfolio,
including U.S. Government obligations. Debt securities with longer maturities
are generally more sensitive to interest rate changes than those with shorter
3
<PAGE>
maturities. Changes in market interest rates do not affect the rate payable on
debt securities held in a Fund, unless the securities has adjustable or
variable rate features, which can reduce interest rate risk. Changes in market
interest rates may also extend or shorten the duration of certain types of
securities, such as asset-backed securities, thereby affecting their value and
the return on your investment. The Large Company Growth Fund may invest some
of its assets in debt securities.
<TABLE>
<CAPTION>
Fund Specific Risks
---- --------------
<C> <S>
Corporate Bond Fund This Fund may invest in securities regardless of
their rating, or in securities that are unrated
or are in default at the time of purchase.
Large Company Growth Fund The advisor selects growth stocks based in part
on prospects for future earnings, which may not
grow as expected. In addition, at times, growth
stocks may underperform the overall market or
the market for value stocks.
Small Cap Fund This Fund may invest in companies that pay low
or no dividends, have smaller market
capitalizations, have less market liquidity,
have no or relatively short operating histories,
or are newly public companies. Some of these
companies have aggressive capital structures,
including high debt levels, or are involved in
rapidly growing or changing industries and/or
new technologies. Because the Fund may invest in
such aggressive securities, share prices may
rise and fall more than the share prices of
other funds. In addition, our active trading
investment strategy may result in a higher-than-
average portfolio turnover ratio, increased
trading expenses, and higher short-term capital
gains. The advisor selects stocks for this Fund
based in part on their prospects for future
earnings, which may not grow as expected. In
addition, at times, growth stocks may
underperform the overall market or the market
for value stocks.
</TABLE>
Performance History
The Funds in this prospectus will commence operation in September 1999, and
have not included a bar chart showing total return information because they
have not been in operation for a full calendar year.
The summary information described above is designed to provide you with an
overview of each Fund. The sections that follow provide more detailed
information about the investments and management of each Fund.
Important information you should look for:
Investment Objective and Investment Policies
What is the Fund trying to achieve? How do we intend to invest your money?
What makes a Fund different from the other Funds offered in this Prospectus?
4
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Permitted Investments
A summary of the Fund's key permitted investments and practices.
Important Risk Factors
What are key risk factors for the Fund? They include the factors described in
"General Investment Risks" together with any special risk factors for each
Fund.
WORDS APPEARING IN ITALICIZED PRINT ARE DEFINED IN THE GLOSSARY.
5
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CORPORATE BOND FUND
Investment Objective
The Corporate Bond Fund seeks a high level of current income, consistent
with reasonable risk. Changes to this objective do not require a shareholder
vote.
Investment Policies
We seek a high rate of current income by actively managing a diversified
portfolio consisting primarily of corporate debt securities. When purchasing
these securities we consider, among other things, the yield differences for
various corporate sectors, and the current economic cycle's potential effect
on the various types of bonds. We may invest in securities of any maturity.
Under normal market conditions, we expect to maintain a dollar-weighted
average maturity for portfolio securities of between 10 and 15 years. We also
may invest in U.S. Government obligations.
Permitted Investments
Under normal market conditions, we invest:
. at least 65% of our total assets in corporate debt securities;
. in U.S. Government obligations;
. up to 25% of our total assets in debt securities that are below
investment-grade; and
. up to 25% of our total assets in securities of foreign issuers.
Important Risk Factors
We may invest in securities regardless of their rating, or in securities
that are unrated or are in default at the time of purchase.
We may temporarily hold some or all of the Fund's assets in cash or money
market instruments, including U.S. Government obligations, shares of other
mutual funds and repurchase agreements, or make other short-term investments,
either to maintain liquidity, or for temporary defensive purposes when we
believe it is in the best interests of shareholders to do so. To the extent
the Fund is so invested, it may not achieve its investment objective.
You should consider the Common Risks on page 11, the General Investment
Risks beginning on page 8 and the specific risks listed here. They are all
important to your investment choice.
Portfolio Managers
. N. Graham Allen, FCMA
Managing Director of Global Fixed Income Investing
Will manage the Corporate Bond Fund upon inception. Mr. Allen has been
with Wells Capital Management, Inc. ("WCM") since January 1998. Before
joining WCM, Mr. Allen managed international fixed-income portfolios for
Bradford & Marzec, Inc. for ten years. He has over thirteen years of
investment management experience.
. John W. (Jack) Burgess
Will co-manage the Corporate Bond Fund upon inception. Mr. Burgess has
been a portfolio manager with WCM since January 1998, and was an
independent financial advisor from 1995 until joining the firm. Before
that, he managed equity and fixed-income portfolios for Aurora National
Life Assurance Company and related entities since 1988. Mr. Burgess has
over ten years of investment management experience.
6
<PAGE>
. Jacqueline A. Flippin
Principal
Will co-manage the Corporate Bond Fund upon inception, and has been with
WCM since January 1998. Before joining the firm, Ms. Flippin was a short-
term debt securities trader and portfolio manager for McMorgan & Company
since [19 .] Ms. Flippin has over ten years of investment management
experience.
. David Kokoska, CFA
Principal
Will co-manage the Corporate Bond Fund upon inception, and has been with
Wells Fargo since January 1998. Before joining WCM, Mr. Kokoska co-
managed international fixed-income portfolios for Bradford & Marzec, Inc.
since 1993. Mr. Kokoska has over [ ] years of investment management
experience.
. Scott Smith, CFA
Principal
Will co-manage the Corporate Bond Fund upon inception, and has been with
Wells Fargo/ WCM since 1987, specializing in corporate and mortgage-
backed securities investments. Mr. Smith has over eleven years of
investment management experience.
LARGE COMPANY GROWTH FUND
Investment Objective
The Large Company Growth Fund seeks long-term capital appreciation. Changes
to this objective do not require a shareholder vote.
Investment Policies
We invest primarily in common stocks of large, high-quality domestic
companies that have superior growth potential. We look for companies that are
attractively valued with fundamental characteristics that we believe are
significantly better than the market average and support internal earnings
growth capability. We may also invest in the securities of companies whose
growth potential we believe is generally unrecognized or misperceived by the
market.
Permitted Investments
Under normal market conditions, we invest:
. at least 65% of our total assets in equity securities, including common
and preferred stocks, and securities convertible into common stocks;
. the majority of our total assets in issues of companies with market
capitalization that is greater than the median of the Russell 1000 Index
(As of [MARCH 31, 1999,] this median was [$ BILLION.] The range is
expected to change frequently.); and
. up to 20% of our total assets in foreign companies [THROUGH AMERICAN
DEPOSITARY RECEIPTS AND SIMILAR INSTRUMENTS].
We will normally limit our investment in a single issuer to 10% or less of
our total assets. We may hedge against currency risk in the portfolio by using
foreign currency forward contracts.
7
<PAGE>
Important Risk Factors
This Fund is primarily subject to the equity market risks described in the
Common Risks section.
We may temporarily hold some or all of the Fund's assets in cash or money
market instruments, including U.S. Government obligations, shares of other
mutual funds and repurchase agreements, or make other short-term investments,
either to maintain liquidity, or for temporary defensive purposes when we
believe it is in the best interests of shareholders to do so. To the extent
the Fund is so invested, it may not achieve its investment objective.
You should consider the Common Risks on page 11, and the General Investment
Risks beginning on page 8. They are all important to your investment choice.
Portfolio Managers
. John S. Dale, CFA
Senior Vice President Will manage the Large Company Growth Fund upon
inception, and has been with Peregrine Capital Management, Inc.
("Peregrine") and its affiliates since 1968. Mr. Dale has over thirty
years of equity investment management experience.
. Gary E. Nussbaum
Senior Vice President Will co-manage the Large Company Growth Fund upon
inception, and has been with Peregrine and its affiliates since 1990.
Mr. Nussbaum has over nine years of investment management experience.
SMALL CAP FUND
Investment Objective
The Small Cap Fund seeks long-term capital appreciation. Changes to this
objective do not require a shareholder vote.
Investment Policies
We actively manage a diversified portfolio of common stocks issued by
companies whose market capitalization falls within the range of the Russell
2000 Index. As of March 31, 1999, the range was [$ MILLION TO $ BILLION,]
but it is expected to change frequently. We will sell the stock of any company
whose market capitalization exceeds the range of this index for
sixty consecutive days.
We invest in the common stocks of domestic and foreign companies we believe
have above-average prospects for capital growth, or that may be involved in
new or innovative products, services and processes.
Permitted Investments
Under normal market conditions, we invest:
. in an actively managed, broadly diversified portfolio of growth-oriented
common stocks;
. in at least 20 common stock issues spread across multiple industry groups
and sectors of the economy;
8
<PAGE>
. up to 40% of our assets in initial public offerings or recent start-ups
and newer issues;
. no more than 25% of our assets in foreign companies through American
Depositary Receipts or similar issues; and
. up to 15% of our portfolio in emerging markets.
Important Risk Factors
This Fund is designed for investors willing to assume above-average risk. We
may invest in companies that:
. pay low or no dividends;
. have smaller market capitalization;
. have less market liquidity;
. have no or relatively short operating histories, or are new public
companies or are initial public offerings;
. have aggressive capital structures including high debt levels; or
. are involved in rapidly growing or changing industries and/or new
technologies.
Because we may invest in such aggressive securities, share prices may rise
and fall more than the share prices of other funds. In addition, our active
trading investment strategy may result in a higher-than-average portfolio
turnover ratio, increased trading expenses, and higher short-term capital
gains.
We may temporarily hold some or all of the Fund's assets in cash or money
market instruments, including U.S. Government obligations, shares of other
mutual funds and repurchase agreements, or make other short-term investments,
either to maintain liquidity, or for temporary defensive purposes when we
believe it is in the best interests of shareholders to do so. To the extent
the Fund is so invested, it may not achieve its investment objective.
You should consider the Common Risks on page 11, the General Investment
Risks beginning on page 8, and the specific risks listed here. They are all
important to your investment choice.
Portfolio Managers
. Kenneth Lee
Principal
Will manage the Small Cap Fund upon inception, and has been with Wells
Fargo/Wells Capital Management since 1993. Mr. Lee has seven years of
experience in the investment industry, and has managed equity investment
portfolios since 1995.
. Thomas Zeifang, CFA
Will co-manage the Small Cap Fund upon inception, and has been with
Wells Fargo/Wells Capital Management since 1995. Mr. Zeifang provided
fundamental security analysis for Fleet Investment Advisors for three
years prior to joining Wells Fargo. He has over five years of equity
investment management experience.
9
<PAGE>
GENERAL INVESTMENT RISKS
Understanding the risks involved in mutual fund investing will help you make
an informed decision that takes into account your risk tolerance and
preferences. You should carefully consider the risks common to investing in
all mutual funds, including the Wells Fargo Funds. Certain common risks are
identified in the Summary of Important Risks on page 11. Other risks of mutual
fund investing include the following:
. Unlike bank deposits such as CDs or savings accounts, mutual funds are
not insured by the FDIC.
. We cannot guarantee that we will meet our investment objectives.
. 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" any investment loss you may suffer, nor can anyone we contract with
to provide certain services, such as selling agents or investment
advisors, offer or promise to make good any such losses.
. Share prices--and therefore the value of your investment--will increase
and decrease with changes in the value of the underlying securities and
other investments. This is referred to as price volatility.
. Investing in any mutual fund, including those deemed conservative,
involves risk, including the possible loss of any money you invest.
. An investment in a single Fund, by itself, does not constitute a complete
investment plan.
. The Funds that invest in smaller companies, foreign companies (including
investments made through American Depositary Receipts and similar
instruments), and in emerging markets are subject to additional risks,
including less liquidity and greater price volatility. A Fund's
investment in foreign and emerging markets may also be subject to special
risks associated with international trade, including currency, political,
regulatory and diplomatic risk.
. The Funds may invest a portion of their assets in U.S. Government
obligations. It is important to recognize that the U.S. Government does
not guarantee the market value or current yield of those obligations. Not
all U.S. Government obligations are backed by the full faith and credit
of the U.S. Treasury, and the U.S. Government's guarantee does not extend
to the Funds themselves.
. The Large Company Growth Fund may also use certain derivative
instruments, such as options or futures contracts. The term "derivatives"
covers a wide number of investments, but in general it refers to any
financial instrument whose value is derived, at least in part, from the
price of another security or a specified index, asset or rate. Some
derivatives may be more sensitive to interest rate changes or market
moves, and some may be susceptible to changes in yields or values due to
their structure or contract terms.
. The Corporate Bond Fund also invests a portion of its assets in GNMAs,
FNMAs and FHLMCs. Each are mortgage-backed securities representing
partial ownership of a pool of residential mortgage loans. A "pool" or
group of such mortgages is assembled and, after being approved by the
issuing entity, is offered to invest through securities dealers.
Mortgage-backed securities are subject to prepayment risk, which can
alter the maturity of the securities and also reduce the rate of return
on such investments. Collateralized mortgage obligations ("CMOs")
represent principal-only and interest-only portions of such securities
that are subject to increased interest-rate and credit risk.
. The Corporate Bond and Large Company Growth Funds may enter into forward
currency exchange contracts ("forward contracts") to try to reduce
currency exchange risks to the Funds from foreign securities investments.
A forward contract is an obligation to buy or sell a specific currency
for an agreed price at a future date which is individually negotiated and
privately traded by currency traders and their customers.
10
<PAGE>
. The market value of lower-rated debt securities, also known as "junk
bonds," and unrated securities of comparable quality that the Corporate
Bond Fund may invest in tends to reflect individual developments
affecting the issuer to a greater extent than the market value of higher-
rated securities, which react primarily to fluctuations in the general
level of interest rates. Lower-rated securities also tend to be more
sensitive to economic conditions than higher-rated securities. These
lower-rated debt securities are considered by the rating agencies, on
balance, to be predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms
of the obligation and generally involve more credit risk than securities
in higher-rating categories. Even securities rate "BBB" by S&P or by
Moody's ratings which are considered investment-grade, possess some
speculative characteristics.
Investment practices and risk levels are carefully monitored. Every attempt
is made to ensure that the risk exposure for each Fund remains within the
parameters of its objective.
What follows is a general list of the types of risks (some of which are
described above) that may apply to a given Fund and a table showing some of
the additional investment practices that each Fund may use and the risks
associated with them. Additional information about these practices is
available in the Statement of Additional Information.
Counter-Party Risk--The risk that the other party in a repurchase agreement
or other transaction will not fulfill its contract obligation.
Credit Risk--The risk that the issuer of a debt security will be unable to
make interest payments or repay principal on schedule. If an issuer does
default, the affected security could lose all of its value, or be renegotiated
at a lower interest rate or principal amount. Affected securities might also
lose liquidity. Credit risk also includes the risk that a party in a
transaction may not be able to complete the transaction as agreed.
Currency Risk--The risk that a change in the exchange rate between U.S.
dollars and a foreign currency may reduce the value of an investment made in a
security denominated in that foreign currency.
Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value of
liquidity of investments in either country.
Emerging Market Risk--The risk that the emerging market, as defined in the
glossary, may be more sensitive to certain economic changes. For example,
emerging market countries are often dependent on international trade and are
therefore often vulnerable to recessions in other countries. They may have
obsolete financial systems, have volatile currencies and may be more sensitive
than more mature markets to a variety of economic factors. Emerging market
securities may also be less liquid than securities of more developed countries
and could be difficult to sell, particularly during a market downturn.
Experience Risk--The risk presented by a new or innovative security. The
risk is that insufficient experience exists to forecast how the security's
value might be affected by various economic conditions:
Information Risk--The risk that information about a security is either
unavailable, incomplete or is inaccurate.
Interest Rate Risk--The risk that changes in interest rates can reduce the
value of an existing security. Generally, when interest rates increase, the
value of a debt security decreases. The effect is usually more pronounced for
securities with longer maturities.
11
<PAGE>
Leverage Risk--The risk that an investment practice, such as lending
portfolio securities, may increase a Fund's exposure to market risk, interest
rate risk or other risks by, in effect, increasing assets available for
investment.
Liquidity Risk--The risk that a security cannot be sold, or cannot be sold
without adversely affecting the price.
Market Risk--The risk that the value of a stock, bond or other security will
be reduced by market activity. This is a basic risk associated with all
securities.
Political Risk--The risk that political actions, events or instability may
be unfavorable for investments made in a particular nation's or region's
industry, government or markets.
Prepayment Risk--The risk that consumers will prepay mortgage loans, which
can alter the maturity of a mortgage-backed security, increase interest-rate
risk, and reduce rates of return.
Regulatory Risk--The risk that changes in government regulations will
adversely affect the value of a security. Also the risk that an insufficiently
regulated market might permit inappropriate trading practices.
Year 2000 Risk--The Funds' principal service providers have advised the
Funds that they are working on the necessary changes to their computer systems
to avoid any system failure based on an inability to distinguish the year 2000
from the year 1900, and that they expect their systems to be adapted in time.
There can, of course, be no assurance of success. In addition, the companies
or entities in which the Funds invest also could be adversely impacted by the
Year 2000 issue. The extent of such impact cannot be predicted.
Investment Practice/Risk
The following table lists some of the additional investment practices of the
Funds, including some not disclosed in the Investment Objective and Investment
Policies sections of the Prospectus. The risks indicated after the description
of the practice are NOT the only potential risks associated with that
practice, but are among the more prominent. Market risk is assumed for each.
See the Investment Objective and Investment Policies for each Fund or the
Statement of Additional Information for more information on these practices.
These Investment Practices and Risks are Common to all the Funds:
<TABLE>
<CAPTION>
Investment Practice Risk
- ------------------- ----
<S> <C>
Floating and Variable Rate Debt
Instruments with interest rates that are adjusted Interest Rate and
either Interest on a schedule or when an index or Credit Risk
benchmark changes.
Repurchase Agreements
A transaction in which the seller of a security Credit and
agrees to Credit and buy back a security at an agreed Counter-Party Risk
upon time and price, Counter-Party Risk usually with
interest.
Other Mutual Funds
The temporary investment in shares of another mutual Market Risk
Market Risk fund. A pro rata portion of the other
fund's expenses, in addition to the expenses paid by
the Funds, will be borne by Fund shareholders.
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
Foreign Securities
Securities issued by a non-U.S. company or debt of a Information, Political,
Information, Political, foreign government in the Regulatory, Diplomatic,
form of an American Depositary Receipt or similar Liquidity and Currency
instrument.
Privately Issued Securities
Securities that are not publicly traded but which may Liquidity Risk
be resold in accordance with Rule 144A of the
Securities Act of 1933.
Loans of Portfolio Securities
The practice of loaning securities to brokers, Credit, Counter-Party
dealers and financial institutions to increase return and Leverage Risk
on those securities. Loans may be made up to 1940 Act
limits (currently 33 1/3% of total assets).
Borrowing Policies
The ability to borrow from banks for temporary Leverage Risk
purposes to meet shareholder redemptions.
Illiquid Securities
A security that cannot be readily sold, or cannot be Liquidity Risk
readily sold without negatively affecting its fair
price. Limited to 15% of total assets.
</TABLE>
These Investment Practices and Risks are common to the Large Company Growth and
Small Cap Funds:
<TABLE>
<CAPTION>
Investment Practice Risk
- ------------------- ----
<S> <C>
Options
The right or obligation to receive or deliver a Credit, Information
security or cash payment depending on the security's and Liquidity Risk
price or the performance of an index or benchmark.
Types of options used may include: options on
securities, options on a stock index, stock index
futures and options on stock index futures to protect
liquidity and portfolio value.
Emerging Markets
Investments in companies located or operating in
countries considered developing or to have "emerging"
stock markets. Generally, these investments have the
same type of risks as foreign securities, but to a
higher degree. Limited to [15%] of total assets for
all Funds.
</TABLE>
These Investment Practices and Risks are common to the Corporate Bond Fund:
<TABLE>
<CAPTION>
Investment Practice Risk
- ------------------- ----
<S> <C>
Forward Commitments, When-Issued Securities, Delayed
Delivery Transactions
Securities bought or sold for delivery at a later date or Interest Rate,
bought or sold for a fixed price at a fixed date. Leverage, Credit
and Experience Risk
Mortgage- and Asset-Backed Securities
Securities consisting of an undivided fractional interests Interest Rate,
in pools of consumer loans, such as mortgage loans, loans, Credit, Prepayment
car credit card debt, or receivables held in trust. and Experience Risk
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
High Yield Securities
Debt securities of lower quality, also known as "junk Interest Rate
bonds," that produce generally higher rates of return. and Credit Risk
These securities tend to be more sensitive to economic
conditions and during sustained periods of rising interest
rates, may experience increased interest and/or principal
defaults.
Stripped Obligations
Securities that give ownership to either future payments of Interest Rate Risk
interest or a future payment of principal, but not both.
These securities tend to have greater interest rate sensi-
tivity than conventional debt obligations. Each Fund may
invest up to [20%] of assets in interest-only or principal-
only obligations, or a combination thereof.
Loan Participations
Debt obligations that represent a portion of a larger Credit Risk
Credit Risk loan made by a bank. Generally sold without
guarantee or recourse, some participations sell at a dis-
count because of the borrower's credit problems. Limited to
[5%] of total assets.
</TABLE>
14
<PAGE>
ORGANIZATION AND MANAGEMENT OF THE FUNDS
A number of different entities provide services to the Funds. This section
shows how the Funds are organized, the entities that perform different
services, and how they are compensated. Further information is available in
the Statement of Additional Information for the Funds.
About Wells Fargo Variable Trust
Wells Fargo Variable Trust (the "Trust") was organized as a Delaware
business trust on March 10, 1999. The Board of Trustees of the Trust
supervises each Fund's activities, monitors its contractual arrangements with
various service providers and decides upon matters of general policy.
The Funds are available for purchase through certain variable annuity
contracts ("VA Contracts") and variable life insurance policies ("VLI
Policies") offered by the separate accounts of Participating Insurance
Companies. Individual holders of VA Contracts and VLI Policies are not the
"shareholders" of or "investors" in the Funds. Rather, the Participating
Insurance Companies and their separate accounts are the shareholders or
investors, although such companies will pass through voting rights to the
holders of VA Contracts and VLI Policies. The Trust currently does not foresee
any disadvantages to the holders of VA Contracts and VLI Policies arising from
the fact that the interests of the holders of VA Contracts and VLI Policies
arising from the fact that the interests of the holders of VA Contracts and
VLI Policies may differ. Nevertheless, the Trust's Board of Trustees intends
to monitor events in order to identify any conflicts which may arise and to
determine what action, if any, should be taken in response to such conflicts.
The VA Contracts and VLI Policies are described in the separate prospectuses
issued by the Participating Insurance Companies. The Trust assumes no
responsibility for such prospectuses.
In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund class paid on an annual basis for the
services described.
Shareholders
Financial Services Firms and Selling Agents
Advise current and prospective shareholders on their Fund investments
<TABLE>
<CAPTION>
DISTRIBUTOR ADMINISTRATOR FOR TRANSFER AGENT
- ----------- ----------------- --------------
<S> <C> <C>
Stephens Inc. Wells Fargo Bank, N.A. BFDS
111 Center St. 525 Market St. Two Heritage Drive
Little Rock, AR San Francisco,CA Quincy, MA
Markets the Funds and Manages the Funds' Maintains records of
distributes shares business activities shares and supervises
the paying of
dividends
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT SUB-ADVISORS
-----------------------
<S> <C> <C> <C>
Peregrine
Capital
Wells Capital Management, Inc. Management, Inc.
800 LaSalle
Avenue, Suite
525 Market Street 1850
San Francisco, CA Minneapolis, MN
Manages the Corporate Bond and Manages the
Small Cap Funds' investment Large Company
activities Growth Fund's
investment
activities
<CAPTION>
INVESTMENT ADVISOR CUSTODIAN
------------------ ---------
<S> <C> <C> <C>
Norwest Bank
Wells Fargo Bank, N.A. Minnesota, N.A.
6th St. &
Marquette,
525 Market St., San Francisco, CA Minneapolis, MN
Provides
safekeeping for
Manages the Funds' investment the Funds'
activities assets
</TABLE>
BOARD OF TRUSTEES
Supervises the Funds' activities
15
<PAGE>
The Investment Advisor
Wells Fargo Bank provides portfolio management and fundamental security
analysis services as the advisor for each of the Funds. Wells Fargo Bank,
founded in 1852, is the oldest bank in the western United States and is one of
the largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells Fargo & Company, a national bank holding company. As of
March 31, 1999, Wells Fargo Bank and its affiliates provided advisory services
for over [$63] billion in assets.
For providing these services, Wells Fargo Bank is entitled to receive the
following fees:
<TABLE>
<S> <C>
Corporate Bond Fund...................................................... .80
Large Company Growth Fund................................................ .75
Small Cap Fund........................................................... .90
</TABLE>
The Sub-Advisors
Wells Capital Management ("WCM"), a wholly owned subsidiary of Wells Fargo
Bank N.A., is the sub-advisor for the Corporate Bond and Small Cap Funds. In
this capacity, it is responsible for the day-to-day investment management
activities of the Funds. As of March 31, 1999, WCM provided advisory services
for over [$32] billion in assets.
Peregrine Capital Management, Inc., a wholly owned subsidiary of Norwest
Bank Minnesota, N.A., is the sub-advisor for the Large Company Growth Fund. As
of April 1, 1999, Peregrine provided investment advisory services for
approximately [$52.9] billion in assets.
The Administrator
Wells Fargo Bank provides the Funds with administrative services, including
general supervision of each Fund's operation, coordination of the other
services provided to each Fund, compilation of information for reports to the
SEC and state securities commissions, preparation of proxy statements and
shareholder reports, and general supervision of data compilation in connection
with preparing periodic reports to the Trust's Trustees and officers. Wells
Fargo Bank also furnishes office space and certain facilities to conduct each
Fund's business. For providing these services, Wells Fargo Bank is entitled to
receive a fee of .15% of the average annual net assets of each Fund.
The Distributor
Stephens, as the principal underwriter of the Funds within the meaning of
the 1940 Act, has entered into a Distribution Agreement with the Trust
pursuant to which Stephens has the responsibility for distributing shares of
the Funds.
Distribution Plan
We have adopted a distribution plan for each Fund. The plan authorizes the
payment of all or part of the cost of preparing and distributing prospectuses,
annual and semi-annual reports and other materials to shareholders. For these
services each Fund pays up to 0.25% of its annual net assets.
Investing in the Funds
The Funds are available for purchase through certain VA Contracts and VLI
Policies offered by the separate accounts of Participating Insurance
Companies. The separate accounts of the
16
<PAGE>
Participating Insurance Companies place orders to purchase and redeem shares
of each Fund based on, among other things, the amount of premium payments to
be invested and the amount of surrender and transfer requests (as defined in
the prospectuses describing the VA Contracts and VLI Policies issued by the
Participating Insurance Companies) to be effected on that day pursuant to VA
Contracts and VLI policies. Please refer to the prospectus provided by your
selling agent for more detailed information describing the separate accounts.
The Trust does not assess any fees, either when it sells or when it redeems
its shares. Surrender charges, mortality and expense risk fees and other
charges may be assessed by Participating Insurance Companies under the VA
Contracts or VLI Policies. These fees and charges are described in the
Participating Insurance Companies' prospectuses.
Should any conflict between VA Contract and VLI Policy holders arise which
would require that a substantial amount of net assets be withdrawn from a Fund
of the Trust, orderly portfolio management could be disrupted to the potential
detriment of the VA Contract and VLI Policy holders.
Dividends and Distributions
Each Fund is treated separately in determining the amounts of dividends of
net investment income and distributions of capital gains payable to its
shareholders. Dividends and distributions are automatically reinvested on the
payment date for each shareholder's account in additional shares of the Fund
that paid the dividend or distribution at NAV or are paid in cash at the
election of the Participating Insurance Company.
The Funds in this Prospectus pay dividends, if any, periodically, and make
any capital gains distributions annually. The Corporate Bond Fund pays any
dividends monthly, the Large Company Growth Fund pays any dividends quarterly,
and the Small Cap Fund pays any dividends annually. Participating Insurance
Companies will be informed by January 31 about the amount and character of
dividends and distributions.
Taxes
The following discussion regarding taxes is based on tax laws which were in
effect as of the date of this Prospectus and summarizes only some of the
important tax considerations generally affecting a Fund and Participating
Insurance Companies as its shareholders. You should consult your own tax
advisor and refer to the prospectus provided by your selling agent to
determine your tax consequences of your investment in a VA Contract or VLI
Policy. Further federal income tax considerations are discussed in the SAI.
We will pass on to Participating Insurance Companies net investment income
and any net short-term capital gain (generally, the excess of net short-term
capital gains over net long-term capital losses) earned by a Fund as dividend
distributions taxable to them as ordinary income. We will pass on to
Participating Insurance Companies any net capital gain (generally, the excess
of net long-term capital gains over net short-term capital losses) earned by a
Fund as capital gain distributions. In general, these distributions will be
taxable to them as long-term capital gain.
In general, all distributions from a Fund are taxable to Participating
Insurance Companies when paid, even though such distributions are
automatically reinvested in additional Fund shares. However, distributions
declared in October, November and December of one year and distributed in
January of the following year will be taxable as if they were paid on December
31 of the first year. At the end of each year, Participating Insurance
Companies will be notified as to the federal income tax status of your
distributions from a Fund during the year.
17
<PAGE>
Redemptions (including redemptions in-kind) and exchanges of Fund shares
will ordinarily result in a taxable capital gain or loss, depending on the
amount received for the shares (or are deemed to receive in the case of
exchanges) and the amount paid (or are deemed to have paid) for them.
Pricing Fund Shares:
. As with all mutual fund investments, the price you pay to purchase shares
or the price you receive when you redeem shares is not determined until
after a request has been received in proper form.
. We determine the Net Asset Value ("NAV") of each class of the Funds'
shares each business day as of the close of regular trading on the NYSE.
We determine the NAV by subtracting the Fund class' liabilities from its
total assets, and then dividing the result by the total number of
outstanding shares of that class. Each Fund's assets are generally valued
at current market prices. See the Statement of Additional Information for
further disclosure.
. We process requests to buy or sell shares each business day as of the
close of regular trading on the New York Stock Exchange ("NYSE"), which
is usually 1:00 p.m. (Pacific time)/3:00 p.m. (Central time). Any request
we receive in proper form before the close of regular trading on the NYSE
is processed the same day. Requests we receive after the close are
processed the next business day.
. The Funds are open for business on each day the NYSE is open for
business. NYSE holidays include New Year's Day, Martin Luther King, Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. When any holiday falls on a
weekend, the NYSE typically is closed on the weekday immediately before
or after such holiday.
18
<PAGE>
GLOSSARY
We provide the following definitions to assist you in reading this
prospectus. For a more complete understanding of these terms you should
consult your financial adviser.
ACH
Refers to the "Automated Clearing House" system maintained by the Federal
Reserve Bank which allows banks to process checks, transfer funds and perform
other tasks.
American Depositary Receipts ("ADRS")
Receipts for non-U.S. company stocks. The stocks underlying ADRs are
typically held in bank vaults. The ADR's owner is entitled to any capital
gains or dividends. ADRs are one way of owning an equity interest in foreign
companies.
Annual and Semi-Annual Report
A document that provides certain financial and other important information
for the most recent reporting period and each Fund's portfolio of investments.
Asset-Backed Securities
Securities consisting of an undivided fractional interest in pools of
consumer loans, such as car loans or credit card debt, or receivables held in
trust.
Below Investment-Grade
Securities rated BBB or lower by S&P or Baa or lower by Moody's Investor
Services, or that may be unrated securities or securities considered to be
"high risk."
Business Day
Any day the New York Stock Exchange is open is a business day for the Funds.
Capital Appreciation, Capital Growth
The increase in the value of a security. See also "total return."
Capitalization
When referring to the size of a company, capitalization means the total
number of a company's outstanding shares of stock multiplied by the price per
share. This is an accepted method of determining a company's size and is
sometimes referred to as "market capitalization."
Capital Structure
Refers to how a company has raised money to operate. Can include, for
example, borrowing or selling stock.
Commercial Paper
Debt instruments issued by banks, corporations and other issuers to finance
short-term credit needs. Commercial paper typically is of high credit quality
and offers below market interest rates.
Convertible Debt Securities
Bonds or notes that are exchangeable for equity securities at a set price on
a set date or at the election of the holder.
Current Income
Earnings in the form of dividends or interest as opposed to capital growth.
See also "total return."
19
<PAGE>
Debt Securities
Generally, a promise to pay interest and repay principal by an individual or
group of individuals sold as a security. The owner of the security is entitled
to receive any such payments. Examples include bonds and mortgage-backed
securities and can include securities in which the right to receive interest
and principal repayment have been sold separately.
Derivatives
Securities whose values are derived in part from the value of another
security or index. An example is a stock option.
Distributions
Dividends and/or capital gains paid by a Fund on its shares.
Diversified
A diversified fund, as defined by the Investment Company Act of 1940, is one
that invests in cash, Government securities, other investment companies and no
more than 5% of its total assets in a single issuer. These policies must apply
to 75% of the Funds' total assets.
Dollar-Denominated
Securities issued by foreign banks, companies or governments in U.S.
dollars.
Duration
A measure of a security's or portfolio's sensitivity to changes in interest
rates. Duration is usually expressed in years, with longer durations typically
more sensitive to interest rate changes than shorter durations.
Emerging Markets
Markets associated with a country that is considered by international
financial organizations, such as the International Finance Corporation and the
International Bank for Reconstruction and Development, and the international
financial community to have an "emerging" stock market. Such markets may be
under-capitalized, have less-developed legal and financial systems or may have
less stable currencies than markets in the developed world.
FDIC
The Federal Deposit Insurance Corporation. This is the company that provides
federally sponsored insurance covering bank deposits such as savings accounts
and CDs. Mutual funds are not FDIC insured.
FHLMC
FHLMC securities are commonly known as "Freddie Mac" and are issued by the
Federal Home Loan Mortgage Corporation.
FNMA
FNMA securities are known as "Fannie Maes" are issued by the Federal
National Mortgage Association, and FHLMC securities as "Freddie Mac" and are
issued by the Federal Home Loan Mortgage Corporation.
GNMA
GNMA securities are commonly known as "Ginnie Maes" and are issued by the
Government National Mortgage Association.
20
<PAGE>
Hedge
Strategy used to offset investment risk. A perfect hedge is one eliminating
the possibility of future gain or loss.
Illiquid Security
A security which cannot be readily sold, or cannot be readily sold without
negatively affecting its fair price.
Initial Public Offering
The first time a company's stock is offered for sale to the public.
Investment-Grade Debt
A type of bond rated in the top four investment categories by a nationally
recognized ratings organization. Generally these are bonds whose issuers are
considered to have a strong ability to pay interest and repay principal,
although some investment-grade bonds may have some speculative
characteristics.
Liquidity
The ability to readily sell a security at a fair price.
Moody's
A nationally recognized ratings organization.
Nationally Recognized Rating Organization (NRRO)
A company that examines the ability of a bond issuer to meet its obligations
and which rates the bonds accordingly.
Net Asset Value (NAV)
The value of a single fund share. It is determined by adding together all of
a Fund's assets, subtracting accrued expenses and other liabilities, then
dividing by the total number of shares. The NAV is calculated separately for
each class of the Fund, and is determined as of the close of regular trading
on each business day the NYSE is open, typically 1:00 P.M. (Pacific time)/3:00
p.m. (Central time).
Options
An option is the right to buy or sell a security based on an agreed upon
price for at a specified time. For example, an option may give the holder of a
stock the right to sell the stock to another party, allowing the seller to
profit if the price has fallen below the agreed price. Options may also be
based on the movement of an index such as the S&P 500.
Preservation of Capital
The attempt by a fund's manager to reduce drops in the net asset value of
fund shares in order to preserve the initial investment.
Principal Stability
The degree to which share prices for a fund remain steady. Money market
funds attempt to achieve the highest degree of principal stability by
maintaining a $1.00 per share net asset value. More aggressive funds may not
consider principal stability an objective.
Public Offering Price (POP)
The NAV with the sales load added.
21
<PAGE>
Price-to-Earnings Ratio
The ratio between a stock's price and its historical, current or anticipated
earnings. Low ratios typically indicate a high yield. High ratios are
characteristic of growth stocks which generally have low current yields.
Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller
agrees to repurchase the security at an agreed upon price and time.
Russell 1000 Index
An index comprised of 1000 largest firms listed on the Russell 3000 Index.
The Russell 3000 Index is a listing of 3000 corporations by the Frank Russell
Company that is intended to be representative of the U.S. economy. The Russell
1000 is considered a "large cap" index.
Russell 2000 Index
An index comprised of the 2000 smallest firms listed on the Russell 3000
Index. The Russell 3000 Index is a listing of 3000 corporations by the Frank
Russell Company that is intended to be representative of the U.S. economy. The
Russell 2000 is considered a "small cap" index.
Selling Agent
A person who has an agreement with the Funds' distributors that allows them
to sell a Fund's shares.
Shareholder Servicing Agent
Anyone appointed by the Fund to maintain shareholder accounts and records,
assist and provide information to shareholders or perform similar functions.
Signature Guarantee
A guarantee given by a financial institution that has verified the identity
of the maker of the signature.
S&P, S&P 500 Index
Standard and Poors, a nationally recognized ratings organization. S&P's also
publishes various indexes or lists of companies representative of sectors of
the U.S. economy.
Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.
Stripped Treasury Securities
Debt obligations in which the interest payments and the repayment of
principal are separated and sold as securities.
Taxpayer Identification Number
Usually the social security number for an individual or the Employer
Identification Number for a corporation.
Total Return
The total value of capital growth and the value of all distributions,
assuming that distributions were used to purchase additional shares of the
Funds.
22
<PAGE>
Turnover Ratio
The percentage of the securities held in a Fund's portfolio, other than
short-term securities, that were bought or sold within a year.
Undervalued
Describes a stock that is believed to be worth more than its current price.
U.S. Government Obligations
Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
Value Strategy
A strategy of investing which tries to identify and buy undervalued stocks
under the assumption that the stock will eventually rise to its "fair market"
value.
Warrants
The right to buy a stock at a set price for a set time.
Weighted-Average Maturity
The average maturity for the debt securities in a portfolio on a dollar-for-
dollar basis.
Zero Coupon Bonds
Bonds that make no periodic interest payments and which are usually sold at
a discount of their face value. Zero coupon bonds are subject to interest rate
and credit risk.
23
<PAGE>
WELLS FARGO VARIABLE TRUST
You may wish to review the following documents:
Statement of Additional Information supplements the disclosures made by this
Prospectus. The Statement of Additional Information has been filed with the
SEC and is incorporated by reference into this Prospectus and is legally part
of this Prospectus.
Annual/Semi-Annual Report provides certain financial and other important
information, including a discussion of the market conditions and investment
strategies that significantly affected Fund performance, for the most recent
reporting period.
These documents are available free of charge: Call 1-800-[680-8920], or
Write to: Wells Fargo Variable Trust PO Box 7066 San Francisco, CA 94120-7066
Visit the SEC's web site: http://www.sec.gov, or
Request copies for a fee by writing to: SEC Public Reference Room,
Washington, DC 20549-6009 (call: 1-800-SEC-0330 for details)
24
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Little Rock, State of
Arkansas on the 26th day of May, 1999.
WELLS FARGO VARIABLE TRUST
By /s/ Richard H. Blank, Jr.
--------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:
Signature Title Date
--------- ----- ----
* Trustee
-----------------------
Robert C. Brown
* Trustee
-----------------------
Donald H. Burkhardt
* Trustee
-----------------------
Jack S. Euphrat
* Trustee
-----------------------
Thomas S. Goho
* Trustee
-----------------------
Peter G. Gordon
* Trustee
-----------------------
W. Rodney Hughes
* Trustee
-----------------------
Richard M. Leach
* Trustee
-----------------------
J. Tucker Morse
* Trustee
-----------------------
Timothy J. Penny
/s/Richard H. Blank, Jr. Secretary and Treasurer 5/26/99
-----------------------
Richard H. Blank, Jr. (Principal Financial Officer)
*By /s/Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
May 26, 1999
