<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1999
REGISTRATION NO. 333-76831; 811-09255
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 1 /X/
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 3 /X/
------------------------
WELLS FARGO VARIABLE TRUST
(Exact Name of Registrant as specified in Charter)
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
AND
KATHLEEN K. CLARKE, ESQ.
SEWARD & KISSEL LLP
1200 G STREET, NW
WASHINGTON, DC 20005
It is proposed that this filing will become effective (check appropriate
box):
/X/ 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement of
Wells Fargo Variable Trust is being filed to register the definitive forms of
proxy/prospectus and statement of additional information for the Trust, and
to make certain other non-material changes.
<PAGE>
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
NORWEST SELECT FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
June 1, 1999
Dear Valued Contract Holder:
We are seeking your approval of a proposed reorganization of your Life &
Annuity Trust Fund or Norwest Select Fund into a corresponding fund of Wells
Fargo Variable Trust. These Funds offer shares to separate accounts of
participating insurance companies. The proposed reorganization is part of a
larger plan arising from the merger of Wells Fargo & Company and Norwest
Corporation, which are the parent companies of the advisors to the Life &
Annuity Trust and Norwest Select Funds. By consolidating the Funds, we expect to
reduce management and administrative inefficiencies. We also expect to achieve
increased investment leverage and market presence for the consolidated Funds,
which we believe will be advantageous for Fund shareholders.
WELLS FARGO BANK HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION SO
THAT SHAREHOLDERS WILL NOT BEAR THESE COSTS.
THE BOARDS OF TRUSTEES OF THE LIFE & ANNUITY TRUST AND NORWEST SELECT FUNDS
HAVE UNANIMOUSLY APPROVED THE REORGANIZATION AND BELIEVE THAT IT IS IN THE BEST
INTERESTS OF SHAREHOLDERS. THEY RECOMMEND THAT YOU APPROVE THE REORGANIZATION BY
VOTING YOUR PROXY.
Under the reorganization, each of the Life & Annuity Trust Funds and the
Norwest Select Funds will transfer all of its assets and liabilities to a Wells
Fargo Variable Trust Fund. We will refer to these funds as the LAT Funds, the NS
Funds, and the WFVT Funds, and all of them together as the Funds. The following
table lists the LAT Funds, the NS Funds, and the corresponding WFVT Funds that
are part of the proposed reorganization. In one case, only an NS Fund is part of
the reorganization.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
will reorganize into
LAT FUND NS FUND WFVT FUND
- -------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Income Fund Corporate Bond Fund
Allocation Fund
-- ValuGrowth-SM- Stock Fund Large Company Growth Fund
Strategic Growth Small Company Stock Fund Small Cap Fund
Fund
</TABLE>
WHAT ARE THE BENEFITS OF THE PROPOSED REORANIZATION?
- The asset size of the combining Funds will increase substantially; thus we
expect the reorganization will result in greater investment leverage and
market presence.
- The reorganization will result in operating efficiencies for the Funds.
- The combining Funds will have compatible objectives or improved investment
strategies.
- Wells Fargo Bank will pay all of the costs of the reorganization.
You do not need to make any changes to your investments now. We are confident
you will be pleased with the choices in the new fund family.
<PAGE>
Please read the enclosed proxy materials and consider the information provided.
We encourage you to complete and mail your proxy card promptly.
<TABLE>
<S> <C> <C>
Very truly yours,
R. Greg Feltus John Y. Keffer
R. Greg Feltus John Y. Keffer
President President
Life & Annuity Trust Norwest Select Funds
</TABLE>
2
<PAGE>
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
NORWEST SELECT FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 5, 1999
The participating insurance companies are owners of the Fund's shares. The
insurance companies will vote their LAT Funds or their NS Funds as instructed by
their contractholders, who are referred to in this statement as shareholders.
To the Shareholders of the LAT Funds and the NS Funds:
A special meeting of shareholders will be held on Thursday, August 5, 1999, at
10:00 a.m. (Eastern Time) at the offices of Morrison & Foerster, LLP, 2000
Pennsylvania Ave., N.W., Suite 5500, Washington, D.C., to consider the
following:
1. A proposal to approve Agreements and Plans of Reorganization for the LAT
Funds and the NS Funds. Under these Agreements, the LAT Funds and the NS
Funds will transfer all of their assets to the corresponding WFVT Funds in
exchange for shares of the WFVT Funds. These WFVT Fund shares would be
distributed proportionately to the shareholders of the LAT Funds and NS
Funds. The WFVT Funds also would assume the liabilities of the corresponding
LAT Funds and NS Funds.
2. Any other business that properly comes before the meeting.
Shareholders of record as of the close of business on May 6, 1999 are entitled
to vote at the meeting and any related follow-up meetings.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD) OR VOTE ON THE INTERNET OR BY
TELEPHONE.
By Order of the Board of Trustees
Richard H. Blank, Jr.
David I. Goldstein
Secretary
Secretary
Life & Annuity Trust
Norwest Select
Funds
June 1, 1999
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.
3
<PAGE>
COMBINED PROXY STATEMENT/PROSPECTUS
May 25, 1999
<TABLE>
<S> <C>
LIFE & ANNUITY TRUST NORWEST SELECT FUNDS
111 CENTER STREET 2 PORTLAND SQUARE
LITTLE ROCK, ARKANSAS 72201 PORTLAND, ME 04101
</TABLE>
- --------------------------------------------------------------------------------
WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
On March 25, 1999, the LAT Funds' and NS Funds' Boards of Trustees approved
the reorganization of the Funds into new WFVT Funds. The reorganization is part
of a larger plan to consolidate the Stagecoach Fund family with the Norwest
Advantage Fund family, following last November's merger of their investment
advisor's parent companies--Wells Fargo & Company and Norwest Corporation.
This proxy statement and prospectus contains the information shareholders
should know before voting on the proposed reorganization of the LAT Funds and NS
Funds into the corresponding WFVT Fund. You should retain it for future
reference.
HOW WILL THE REORGANIZATION WORK?
The reorganization will involve three steps:
- the transfer of the assets of the LAT Funds and the NS Funds to the
corresponding WFVT Fund in exchange for shares of the WFVT Fund of
equivalent value to the net assets transferred;
- the pro rata distribution of the WFVT Fund's shares to the shareholders of
record of the LAT Fund or NS Fund as of the effective date of the
reorganization, in full redemption of those shareholders' shares in the
LAT Fund or NS Fund; and
- the immediate liquidation and termination of the LAT Fund or NS Fund.
As a result of the reorganization, each shareholder of the LAT Funds or NS
Funds will instead hold shares of the corresponding WFVT Fund having the same
total value as the shares of the LAT Fund or NS Fund immediately before the
reorganization. The reorganization will not affect the total value of the
participating insurance company's investment or your rights under your variable
contract. If a majority of the shares of one of the LAT Funds or NS Funds do not
approve the reorganization, that Fund will not participate in the reorganization
and the LAT Fund or NS Fund will not be terminated. In such a case, the LAT Fund
or NS Fund will continue its operations and its Trustees will consider what
further action is appropriate.
WILL THE MERGER AFFECT MY CONTRACT RIGHTS?
The participating insurance companies have advised us that as contract
owners in an annuity, you will continue to receive income payments according to
the option you have chosen under the contract prospectus. The merger will not
affect your contract rights, except that your variable payments will depend on
the performance of the WFVT Fund instead of the LAT Fund or NS Fund.
4
<PAGE>
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?
Yes, additional information about the Funds is available in the:
- Prospectuses for the LAT Funds, NS Funds and WFVT Funds;
- Management's Discussion of Fund Performance which is included in the LAT
Funds' and NS Funds' Annual Reports to shareholders; and
- Statements of Additional Information, or SAIs, for the Funds.
All of this information is in documents filed with the Securities and
Exchange Commission. The prospectuses and Management's Discussion of Fund
Performance are legally deemed to be part of this proxy statement/prospectus.
The SAI to this proxy statement/prospectus is also legally deemed to be part of
this document.
The WFVT Funds' Prospectuses accompany this statement. The LAT Funds' and NS
Funds' Prospectuses and annual reports to shareholders, which contain audited
financial statements for the most current fiscal year have been previously
mailed to shareholders. Copies of all this information, including the SAIs, are
available upon request without charge by writing to or calling:
Wells Fargo Variable Trust
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612
You also may view or obtain these documents from the SEC:
<TABLE>
<S> <C>
In person: At the SEC's Public Reference Room in Washington, DC
By phone: 1-800-SEC-0330
By mail: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)
On the Internet: www.sec.gov
</TABLE>
There are Agreements and Plans of Reorganization between the LAT Funds and the
NS Funds, on one hand, and the WFVT Funds, on the other hand, that describe the
technical details of how the reorganization will be accomplished. Copies of the
Agreements and Plans are available free of charge by writing to or calling the
address or toll-free number above.
OTHER IMPORTANT THINGS TO NOTE:
- An investment in the WFVT Funds is not a deposit in Wells Fargo Bank or
any other bank and is not insured or guaranteed by the FDIC or any other
government agency.
- You may lose money by investing in the Funds.
- The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
5
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Proposal : Approval of Reorganization of LAT and NS Funds................. 7
Summary................................................................... 8
Comparison of Current Fees.............................................. 8
Comparison of Investment Objectives and Strategies...................... 10
Common Risk Considerations.............................................. 13
Comparison of Shareholder Services and Procedures....................... 14
Comparison of Investment Advisers and Investment Advisory Fees.......... 14
Comparison of Other Service Providers and Related Fees.................. 14
Federal Income Tax Consequences......................................... 14
Comparison of Business Structures....................................... 15
Comparison of Policies.................................................. 15
Information About the Proposed Transaction................................ 16
Exhibit A: Comparison of Investment Objectives and Strategies............. A-1
Exhibit B: Comparison of Shareholder Services and Procedures.............. B-1
Exhibit C: Comparison of Investment Advisers and Investment Advisory
Fees.................................................................... C-1
Exhibit D: Comparison of Other Service Providers.......................... D-1
Exhibit E: Comparison of Business Structures.............................. E-1
</TABLE>
6
<PAGE>
PROPOSAL: APPROVAL OF REORGANIZATION OF LAT AND NS FUNDS
On March 25, 1999, the Boards of Trustees of the LAT Funds and NS Funds
unanimously voted to approve the reorganization, subject to approval by the
Funds' shareholders. Under the reorganization, the LAT Funds and the NS Funds
will transfer their assets to the corresponding WFVT Funds and the WFVT Funds
will assume the liabilities of the LAT Funds and NS Funds. Following the
transfer of assets, shares of each WFVT Fund will be distributed to shareholders
of each corresponding LAT Fund or NS Fund. You will receive shares of a
comparable class of the WFVT Fund equal to the value of your share of the net
assets of each LAT Fund or NS Fund in which you were invested. If approved by
shareholders, the reorganization is expected to occur in September, 1999.
The Trustees concluded that participation in the proposed reorganization is
in the best interests of the LAT Funds and NS Funds and their shareholders. The
Trustees also concluded that the proposed reorganization would not dilute
shareholders' economic interests. In reaching this conclusion, the Trustees
considered, among other things:
1. The comparison of the investment objectives and strategies of the WFVT
Funds with those of the LAT Funds and NS Funds.
2. The investment and market leverage that the WFVT Funds will achieve as
part of the reorganization because of the increased asset size of the
combining Funds.
3. The improved operating efficiencies of the combined Funds.
4. The expenses of the reorganization, all of which will be borne by Wells
Fargo Bank.
5. The potential for improved performance of the WFVT Funds as compared to
the LAT Funds and NS Funds, based on a larger asset base and the
selection of successful portfolio managers with better track records for
the WFVT Funds.
6. The expense ratios of the LAT Funds and NS Funds as compared to the
corresponding WFVT Funds.
For a more complete discussion of the factors considered by the Boards in
approving the reorganization, see page 18.
7
<PAGE>
SUMMARY
The following summary highlights significant differences between the LAT
Fund and NS Fund that you own today and the corresponding WFVT Fund that you
will own after the reorganization. This summary is not complete and does not
contain all of the information that you should consider before voting on the
reorganization of the Funds. For more complete information, please read this
entire document and the enclosed Fund prospectuses.
COMPARISON OF CURRENT FEES
After the reorganization, the projected operating expense ratios for the LAT
Funds and NS Funds will change from the current ratios. For the NS Funds, the
changes are due primarily to a new distribution fee, or Rule 12b-1 fee, that is
intended to improve the scope or quality of services provided to shareholders.
For the LAT Funds, the new distribution, or Rule 12B-1 fee, will replace a
shareholder servicing fee. Wells Fargo Bank, as investment advisor to the WFVT
Funds, however, has agreed to fee waivers or expense reimbursements for one year
so that the operating expense ratios will be at or closer to the current expense
ratios. Wells Fargo Bank also has agreed to seek the WFVT Funds' Trustees
approval of any reduction in the fee waivers or expense reimbursements.
These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. The fees in this table do not reflect separate account
fee information and, if these fees were reflected, the Funds' operating expenses
would be higher than those shown. The examples are intended to help you compare
the costs of investing in the Funds with the cost of investing in other mutual
funds.
WFTV CORPORATE BOND FUND
<TABLE>
<CAPTION>
LAT
U.S. Government NS WFVT
Allocation Income Fund Corporate Bond
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
<S> <C> <C> <C>
Management fee 0.45% 0.60% 0.45%
Distribution (Rule 12b-1
fee) 0.00% 0.00% 0.25%
Other expenses 0.78% 0.73% 0.67%
Total Annual Fund Operating
Expenses (Gross) 1.23% 1.33% 1.37%
Waiver 0.24% 0.73% 0.47%
Net Annual Fund Operating
Expenses 0.99% 0.60% 0.90%
</TABLE>
EXAMPLE OF EXPENSES:
You would pay the following expenses on a $10,000 investment assuming that
the Funds have a 5% annual return, that Fund operating expenses remain the same,
and that you redeem your shares at the end of each period. Your actual costs may
be higher or lower than those shown.
<TABLE>
<CAPTION>
LAT
U.S. Government NS WFVT
Allocation Income Fund Corporate Bond
One Year $ 101 $ 61 $ 92
<S> <C> <C> <C>
Three Year $ 367 $ 349 $ 388
Five Year $ 653 $ 659 $ 705
Ten Year $1,467 $1,538 $1,605
</TABLE>
8
<PAGE>
WFVT SMALL CAP FUND
<TABLE>
<CAPTION>
LAT NS
Strategic Small Company WFVT
Growth Stock Small Cap
<S> <C> <C> <C>
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
Management fee 0.60% 0.80% 0.75%
Distribution (Rule 12b-1
fee) 0.00% 0.00% 0.25%
Other expenses 12.84% 0.71% 1.14%
Total Annual Fund Operating
Expenses (Gross) 13.44% 1.51% 2.14%
Waiver 12.34% 0.71% 0.94%
Net Annual Fund Operating
Expenses 1.10% 0.80% 1.20%
</TABLE>
EXAMPLE OF EXPENSES:
You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, and that you redeem your shares at the end of each period. Your actual
costs may be higher or lower than those shown.
<TABLE>
<CAPTION>
LAT NS
Strategic Small Company WFVT
Growth Stock Small Cap
One Year $ 112 $ 82 $ 122
<S> <C> <C> <C>
Three Year $2,674 $ 407 $ 579
Five Year $4,822 $ 756 $1,063
Ten Year $8,793 $1,741 $2,398
</TABLE>
WFVT LARGE COMPANY GROWTH FUND
<TABLE>
<CAPTION>
WFVT
NS Large Company
ValuGrowth-SM- Stock Growth
Annual Fund Operating Expenses (expenses that are deducted from fund
assets)
<S> <C> <C> <C>
Management fee 0.80% 0.75%
Distribution (Rule 12b-1
fee) 0.00% 0.25%
Other expenses 0.45% 0.76%
Total Annual Fund Operating
Expenses (Gross) 1.25% 1.42%
Waiver 0.45% 0.42%
Net Annual Fund Operating
Expenses 0.80% 1.00%
</TABLE>
9
<PAGE>
EXAMPLE OF EXPENSES:
You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, and that you redeem your shares at the end of each period. Your actual
costs may be higher or lower than those shown.
<TABLE>
<CAPTION>
NS WFVT
ValuGrowth-SM- Large Company
Stock Growth
<S> <C> <C>
One Year $ 82 $ 102
Three Year $ 352 $ 408
Five Year $ 643 $ 736
Ten Year $1,472 $1,666
</TABLE>
COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
The following is a comparison of the investment objectives and strategies of
each LAT Fund and NS Fund and the corresponding WFVT Fund. A more detailed
comparison of the Funds investment objectives and strategies can be found in
Exhibit A. You can find additional information about a Fund in its prospectus
and SAI.
Because the WFVT Corporate Bond Fund and Large Company Growth Fund have
different investment objectives and strategies from the corresponding LAT Fund
and NS Fund, the proposed reorganization may cause significant portfolio
turnover or some additional transaction expenses due to the WFVT Funds' disposal
of securities that are incompatible with the objectives of the Funds.
10
<PAGE>
WFVT CORPORATE BOND FUND
<TABLE>
<S> <C> <C>
Comparison of: LAT U.S. GOVERNMENT ALLOCATION WHICH WILL REORGANIZE INTO
FUND WFVT CORPORATE
AND BOND FUND
NS INCOME FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
LAT U.S. GOVERNMENT Seeks over the long-term a high The Fund allocates and reallocates
ALLOCATION FUND level of total return, including assets among long-term U.S.
net realized and unrealized Treasury bonds, intermediate-term
capital gains and net investment U.S. Treasury notes, and
income, consistent with reasonable short-term money market
risk. instruments. This strategy is
based on the premise that asset
classes are at times undervalued
or overvalued in comparison to one
another and that investing in
undervalued asset classes offers
better long-term, risk-adjusted
returns.
NS INCOME FUND Seeks stable current income and The Fund invests in a diversified
competitive total return over an portfolio of fixed and variable
interest-rate cycle. rate U.S. Dollar denominated debt
securities. These securities cover
a broad spectrum of U.S. issuers,
including U.S. Government
securities, mortgage- and
asset-backed securities and the
debt securities of financial
institutions, corporations, and
others.
WFVT CORPORATE BOND Seeks a high level of current The Fund invests in corporate debt
FUND income, consistent with reasonable securities of any maturity with
risk. attractive yields based on current
economic conditions. The Fund
generally maintains an average
portfolio maturity of 10-15 years.
</TABLE>
11
<PAGE>
WFVT LARGE COMPANY GROWTH FUND
<TABLE>
<S> <C> <C>
Comparison of: NS VALUGROWTH-SM- STOCK FUND WHICH WILL REORGANIZE INTO
WFVT LARGE COMPANY
GROWTH FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
NS VALUGROWTH-SM- Seeks long-term capital The Fund invests in medium- and
STOCK FUND appreciation. large-capitalization companies
that appear to have above-average
growth characteristics and appear
to be undervalued. The Fund
considers the quality of a
company's management, the
existence of a leading or domi-
nant position in a major
productive line or market, the
soundness of the company's
financial position, and the
maintenance of a relatively high
rate of return on invested
capital and shareholder's equity.
WFVT LARGE COMPANY Seeks long-term capital The Fund invests in common stocks
GROWTH FUND appreciation. of large, high-quality domestic
companies that the Adviser
believes possess superior growth
potential.
</TABLE>
12
<PAGE>
WFVT SMALL CAP FUND
<TABLE>
<S> <C> <C>
Comparison of: LAT STRATEGIC GROWTH FUND WHICH WILL REORGANIZE INTO
AND WFVT SMALL CAP FUND
NS SMALL COMPANY STOCK FUND
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
FUND OBJECTIVE PRINCIPAL STRATEGY
- --------------------------------------------------------------------------------------------
<S> <C> <C>
LAT STRATEGIC GROWTH Seeks to provide investors with an The Fund actively manages a
FUND above-average level of capital broadly diversified equity
appreciation. portfolio of companies expected
to have strong growth in
revenues, earnings and assets.
The Fund selects a range of
companies from different industry
groups, with the majority of its
holdings consisting of
established growth companies,
turnaround or acquisition
candidates, or attractive larger
capitalization companies.
NS SMALL COMPANY Seeks long-term capital The Fund primarily invests in the
STOCK FUND appreciation. common stock of small- and
medium-size domestic companies
that have a market capitalization
well below that of the average
company in the Standard & Poor's
500 Index.
WFVT SMALL CAP FUND Seeks above-average long-term The Fund invests in equity
capital appreciation. securities of domestic companies
whose market capitalization falls
within the range of the Russell
2000 Index, which is considered a
small capitalization index. The
Fund will sell the stock of any
company whose market capitali-
zation exceeds the range of this
Index for 60 days. Unlike the LAT
Fund or the NS Fund, the Fund
also invests in foreign small-cap
companies. The Fund buys stocks
that the Adviser believes have
above-average prospects for
capital growth, or that may be
involved in new or innovative
products, services and processes.
</TABLE>
COMMON RISK CONSIDERATIONS
This section will help you understand the main risks of investing in the
WFVT Funds. The LAT Funds, the NS Funds and the WFVT Funds are subject to
substantially similar investment risks. The following discussion describes the
principal risks that may affect the Funds' portfolios as a whole. You will find
additional descriptions of specific risks for a particular Fund in the LAT
Funds', NS Funds', or WFVT Funds' Prospectuses.
13
<PAGE>
EQUITY SECURITIES. The Funds that invest in equity securities 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. Currently, 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 Funds that invest in smaller companies and in foreign companies
(including investments made through ADR's and similar instruments) are subject
to additional risks, including less liquidity and greater price volatility. A
Fund's investments in foreign companies are also subject to special risks
associated with international investing, including currency, political,
regulatory and diplomatic risks.
DEBT SECURITIES. The Funds that invest in debt securities, such as notes
and bonds are subject to credit risk and interest rate risk. Credit risk is the
possibility that an issuer of an instrument 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 investments, including U.S. Government
obligations. Debt securities with longer maturities are generally more sensitive
to interest rate changes than those with shorter maturities. Changes in market
interest rates do not affect the rate payable on debt securities held in a Fund,
unless the securities have 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 instruments, such as asset-backed
securities, and affect their value and the return on your investment.
Investments in lower-rated securities, also known as "junk bonds", may have more
interest rate and credit risk than higher-rated debt securities.
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 Year 2000
problem may adversely affect the issuers of securities in which the Funds
invest, which, in turn, may adversely affect the Funds' NAV.
COMPARISON OF SHAREHOLDER SERVICES AND PROCEDURES
The WFVT Funds have substantially similar or improved shareholder services
and procedures compared to the LAT Funds and the NS Funds. For additional
information, see Exhibit B.
COMPARISON OF INVESTMENT ADVISERS AND INVESTMENT ADVISORY FEES
Wells Fargo Bank, a wholly-owned subsidiary of Wells Fargo & Company, serves
as investment advisor for each of the LAT Funds and WFVT Funds. Norwest
Investment Management, Inc., a wholly-owned subsidiary of Wells Fargo & Company,
serves as investment advisor for the NS Funds. Some of the Funds utilize the
services of different sub-advisors. For more information on the advisors,
sub-advisors and advisory fees for the LAT Funds, NS Funds and WFVT Funds, see
Exhibit C.
COMPARISON OF OTHER SERVICE PROVIDERS AND RELATED FEES
For a comparison of the service providers for the LAT Funds, NS Funds and
WFVT Funds, see Exhibit D.
FEDERAL INCOME TAX CONSEQUENCES
The reorganization will not result in any tax consequences for contract
holders.
14
<PAGE>
COMPARISON OF BUSINESS STRUCTURES
The LAT Funds are series of Life and Annuity Trust, which is organized as a
Delaware business trust. The NS Funds are series of Norwest Select Funds, which
is organized as a Delaware business trust. The WFVT Funds are series of Wells
Fargo Variable Trust, which is organized as a Delaware business trust. The
responsibilities, powers and fiduciary duties of the Trustees of the LAT Funds,
NS Funds and WFVT Funds are substantially similar. WFVT Fund shareholders will
have more limited voting rights than shareholders of the LAT Funds and the NS
Funds. For more information on the comparison of business structures of the
Funds, see Exhibit E.
COMPARISON OF POLICIES
After the reorganization, the WFVT Funds will have fewer "fundamental"
policies, which can only be changed by a shareholder vote that restricts the
Funds' ability to respond to new developments and changing trends in the
marketplace and the WFVT Funds will have more modern and streamlined investment
policies. Investment policies can limit a portfolio manager from investing in a
security that is consistent with the investment objective of a fund and
otherwise a good investment. The reasons for changing some of these investment
policies are to adopt uniform investment policies for similarly managed Funds in
the WFVT Fund family, to remove restrictions that unnecessarily hamper a
portfolio manager's investment discretion, and to conform the WFVT Funds'
investment policies to the flexibility currently allowed under Federal and state
law.
The WFVT Funds' investment objectives will not be classified as fundamental,
which means that the Board can change them without shareholder approval. There
is no current plan to change any of the Funds' investment objectives. By
eliminating the need for shareholder approval, the Funds can better respond to
changing conditions and can save the Funds and their shareholders money by
eliminating the need to solicit proxies to obtain shareholder approval.
15
<PAGE>
INFORMATION ABOUT THE PROPOSED TRANSACTION
INTRODUCTION
This proxy statement/prospectus is provided to you to solicit your vote for
use at a Meeting to approve the reorganization of the LAT Funds and NS Funds
into the WFVT Funds. The Meeting will be held at the offices of Morrison &
Foerster, LLP, 2000 Pennsylvania Ave., N.W., Washington, D.C. on August 5, 1999.
This Statement and the enclosed proxy card are being mailed to shareholders of
the LAT Funds and NS Funds on or about June 1, 1999.
Any shareholder may revoke a proxy once the proxy is given. A shareholder
desiring to revoke a proxy must either submit to the appropriate LAT Fund or NS
Fund a later dated proxy, deliver to the appropriate LAT Fund or NS Fund a
written notice of revocation, or otherwise give written notice of revocation in
person at the Meeting. All properly executed proxies received in time for the
Meeting will be voted as specified in the proxy, or, if no specification is
made, FOR the proposal.
Only shareholders of record on May 6, 1999 will be entitled to notice of and
vote at the Meeting. Each share as of the close of business on May 6, 1999 is
entitled to one vote. As of the record date, the participating insurance
companies, on behalf of the separate accounts, were shareholders of record of
the LAT Funds and NS Funds. The insurance companies will vote shares of the LAT
Funds and NS Funds held by them in accordance with voting instructions received
from contract owners for whose accounts the shares are held. For the LAT Funds,
approval of the reorganization plan requires the affirmative vote of at least
two-thirds of the outstanding shares of each fund and all Funds. For the NS
Funds, approval of the reorganization plan requires the lesser of (a) 67% or
more of the voting shares present at the Meeting, if the holders of more than
50% of the outstanding voting shares of the Funds are present or represented by
proxy; or (b) more than 50% of the outstanding voting shares of the Funds.
You have voting rights in relation to the account value maintained in the
participating insurance company sub-accounts. You do not have voting rights in
relation to the account value maintained in any fixed allocations or relation to
fixed or adjustable annuity payments.
The participating insurance companies will vote shares of the underlying
mutual funds or portfolios in which the sub-accounts invest in the manner
directed by contractholders. Contractholders give instructions equal to the
number of shares represented by the sub-account units attributable to their
annuity.
The participating insurance companies will vote the shares attributable to
assets held in the sub-accounts solely for the participating insurance companies
rather than on behalf of contractholders, or any shares as to which the
participating insurance companies have not received instructions, in the same
manner and proportion as the shares for which the participating insurance
companies have received instructions. The participating insurance companies will
do so separately for each sub-account from various classes that may invest in
the same underlying mutual fund portfolio.
The number of votes for an underlying mutual fund or portfolio will be
determined as of the record date for the underlying mutual fund or portfolio as
chosen by its board of trustees. The participating insurance companies will
furnish contractholders with proper forms and proxies to enable them to instruct
the participating insurance companies how to vote.
The election inspectors will count votes at the Meeting if cast by proxy or
in person. The election inspectors will count:
- votes cast "for" approval of a proposal to determine whether sufficient
affirmative votes have been cast; and
- abstentions to determine whether a quorum is present at the Meeting, but
not to determine whether the proposal has been approved.
16
<PAGE>
The LAT Funds' and NS Funds' Trustees know of no matters other than the
proposal discussed in this statement that will be brought before the Meeting.
If, however, any other matters properly come before the Meeting, it is the
Trustees' intention that proxies will be voted on such matters based on the
judgment of the persons named in the enclosed form or proxy.
In addition to the solicitation of proxies by mail or expedited delivery
service, the Boards of Trustees of the LAT Funds and the NS Funds may solicit
proxies in person or by telephone. Wells Fargo Bank will reimburse upon request
persons holding shares as nominees for their reasonable expenses in sending
soliciting material to their principals.
TERMS OF THE PROPOSED TRANSACTION
At the effective time of the reorganization, the WFVT Funds will acquire all
of the assets and liabilities of the corresponding LAT Funds and NS Funds shown
in the table below in exchange for shares of the WFVT Funds.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
will reorganize into
LAT FUND NS FUND WFVT FUND
- -------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Allocation Fund Income Fund Corporate Bond Fund
-- ValuGrowth-SM- Stock Fund Large Company Growth Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
</TABLE>
The LAT Funds have an agreement with the WFVT Funds specifying the terms and
conditions of the reorganization. The NS Funds have a substantially similar
agreement with the WFVT Funds. In this discussion, we will refer to these
agreements as the reorganizations plans. The WFVT Funds will assume all the
liabilities of the corresponding LAT Funds and NS Funds. Each WFVT Fund will
issue the number of full and fractional shares determined by dividing the net
value of all the assets of each respective LAT Fund and NS Fund by the net asset
value of one share of the respective WFVT Fund. The reorganization plans provide
the times for and methods of determining the net value of the LAT Funds' and NS
Funds' assets and the net asset value of a share of the WFVT Funds.
The LAT Funds and NS Funds will distribute the WFVT Fund shares to its
shareholders in liquidation of the LAT Funds and NS Funds. Specifically,
shareholders of record of each LAT Fund and NS Fund will be credited with shares
of the WFVT Fund corresponding to the LAT Fund and NS Fund shares that the
shareholders hold of record at the effective time of the reorganization. The LAT
Funds and NS Funds will redeem and cancel their outstanding shares, will wind up
the affairs, and terminate the Funds as soon as is reasonably possible after the
reorganization. If a majority of the shares of a LAT Fund or a NS Fund do not
approve the reorganization, that LAT or NS Fund will not be terminated. In such
a case, the LAT Fund or NS Fund will continue its operations and its Trustees
will consider what further action is appropriate.
Completion of the reorganization is subject to certain conditions set forth
in the reorganization plans. The parties may terminate the reorganization plans
by mutual consent and either party has the right to terminate the reorganization
plans under certain circumstances. Among other circumstances, either party to a
plan may at any time terminate the plan unilaterally upon a determination by the
party's Board that proceeding with the reorganization plan is not in the best
interest of its shareholders.
Copies of the reorganization plans are available upon request without charge
by calling 1-800-552-9612.
17
<PAGE>
REASONS BOARDS RECOMMEND REORGANIZATION
At a meeting on March 25, 1999, the Trustees of the LAT Funds and the NS
Funds unanimously approved the reorganization plans and determined based on all
the facts, including the fact that advisory and other fees would increase for
some funds, that the reorganization of the LAT Funds and the NS Funds into the
WFVT Funds would be in the best interests of each Fund and its shareholders. At
a meeting on March 26, 1999, the Trustees of the WFVT Funds unanimously approved
the reorganization plans. The Trustees further determined that the interests of
existing shareholders of each Fund would not be diluted upon the reorganization.
The Trustees recommend approval of the reorganization for the following reasons:
REASONS BOARDS RECOMMEND REORGANIZATION
- INVESTMENT LEVERAGE AND MARKET PRESENCE
The reorganization is expected to result in greater investment leverage and
market presence for the WFVT Funds. If the reorganization is approved, the WFVT
Funds would have approximately $454 million in assets under management. Because
of this increased asset base the WFVT Funds will have greater viability on a
combined basis. Particularly with respect to fixed-income funds, fund investment
opportunities increase as assets increase. In addition, fund portfolio managers
may be able to take advantage of broader investment opportunities and lower
trading costs.
- IMPROVED OPERATING EFFICIENCIES
The LAT Funds and NS Funds are combining their administrative functions. As
a result, the WFVT Funds will be able to operate more efficiently by, among
other things, having a combined Board of Trustees, administering a streamlined
fund structure, reducing regulatory compliance burdens, enhancing brand
identity, and furnishing one group of simplified prospectuses and marketing
materials.
- BETTER PORTFOLIO MANAGEMENT AND MORE FLEXIBLE INVESTMENT POLICIES
The WFVT Funds are designed to have more successful portfolio managers with
better track records. In addition, the WFVT Funds will have more flexible
investment policies, which will allow the Funds to better respond to new
developments and trends in the marketplace.
- EXPENSES OF THE REORGANIZATION
Well Fargo Bank has agreed to pay all of the expenses of the reorganization
so that shareholders of the Funds will not bear these costs.
PERFORMANCE
The following table shows the performance of the LAT Funds and NS Funds. For
more information regarding the total returns of each of the Funds, see the
"Financial Highlights" in the LAT Funds' and NS Funds' Prospectuses. Of course,
past performance does not predict future results.
TOTAL RETURNS AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YR. SINCE INCEPTION
---------- ----------------
<S> <C> <C>
LAT U.S. Government Allocation (4/94) 5.86 % 5.86%
NS Income (6/94) 9.12 % 7.94%
NS ValuGrowth-SM- (6/94) 16.18 % 17.57%
LAT Strategic Growth (5/98) N/A 39.74%
NS Small Company Stock (5/95) (14.47)% 10.26%
</TABLE>
18
<PAGE>
EXISTING AND PRO FORMA CAPITALIZATION
The following tables set forth (i) the capitalization of the LAT Funds and
NS Funds and (ii) the pro forma capitalization of the WFVT Funds as adjusted
giving effect to the proposed acquisition of assets at net asset value:
PRO FORMA CAPITALIZATION TABLE AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
NET ASSET
LAT FUNDS AND NS FUNDS INTO TOTAL NET SHARES VALUE
WFVT FUNDS ASSETS OUTSTANDING PER SHARE
- -------------------------------------------------------------------------- ------------- ----------- -----------
<S> <C> <C> <C>
LAT U.S. Government Allocation Fund..................................... $ 34,731,209 3,401,100 $ 10.21
NS Income Fund.......................................................... $ 22,198,871 1,935,702 $ 11.47
PRO FORMA WFVT CORPORATE BOND FUND........................................ $ 56,930,080 5,693,008 $ 10.00*
LAT Strategic Growth.................................................... $ 1,203,829 86,345 $ 13.94
NS Small Company Stock Fund............................................. $ 13,294,779 1,221,621 $ 10.88
PRO FORMA WFVT SMALL CAP FUND............................................. $ 14,498,608 1,332,251 $ 10.88
NS ValuGrowth Stock Fund................................................ $ 35,815,996 1,798,215 $ 19.92
PRO FORMA WFVT LARGE COMPANY GROWTH FUND.................................. $ 35,815,996 3,581,600 $ 10.00*
</TABLE>
* Net asset value of $10.00 at inception because there is no historical
accounting data of any accounting survivor.
FEES AND EXPENSES OF THE REORGANIZATION
Wells Fargo Bank will pay all fees and expenses, including accounting, legal
and printing expenses, portfolio transfer taxes (if any) or other similar
expenses incurred in connection with the completion of the reorganization.
OUTSTANDING SHARES
As of the Record Date, the LAT Funds and NS Funds had the following number
of shares outstanding:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
LAT FUNDS NUMBER OF SHARES OUTSTANDING NS FUNDS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LAT U.S. Government Allocation Fund 3,654,775 2,198,917 NS Income Fund
-- 1,789,552 NS ValuGrowth-SM- Stock Fund
LAT Strategic Growth Fund 100,668 1,141,399 NS Small Company Stock Fund
</TABLE>
19
<PAGE>
INTEREST OF CERTAIN PERSONS IN THE TRANSACTION
To the knowledge of the LAT Funds and NS Funds, the following persons owned
of record or beneficially, 5% percent or more of the outstanding shares of each
of LAT Fund and/or NS Fund:
<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ----------------------------------------------------------------------------------------------------------------------
PERCENTAGE PERCENTAGE OF FUND
FUND NAME AND ADDRESS OF FUND POST-CLOSING
- -------------------------- ------------------------------------------------------ ------------- -------------------
<S> <C> <C> <C>
LAT US Government AMERICAN SKANDIA LIFE 99.98% 62.09%
Allocation Fund P.O. BOX 883
SHELTON CT 06484
LAT Strategic Growth STEPHENS INC 10.03% 0.80%
SEED MONEY
ATTN ACCOUNTING
111 CENTER STREET
LITTLE ROCK AR 72201
AMERICAN SKANDIA LIFE P.O. BOX 883 89.97% 7.20%
SHELTON CT 06484
NS Income Fund FORTIS BENEFITS INSURANCE CO 99.81% 37.00%
ATTN BRUCE FIEDLER W1511
P.O. Box 64271
ST PAUL MN 55164
NS ValuGrowth-SM- Stock FORTIS BENEFITS INSURANCE CO 99.80% 99.80%
Fund ATTN BRUCE FIEDLER W1511
P.O. Box 64271
ST PAUL MN 55164
NS Small Company Stock FORTIS BENEFITS INSURANCE CO 100% 92.00%
Fund ATTN BRUCE FIEDLER W1511
P.O. Box 64271
ST PAUL MN 55164
</TABLE>
20
<PAGE>
EXHIBIT A--COMPARISON OF INVESTMENT OBJECTIVES AND STRATEGIES
WFVT CORPORATE BOND FUND
<TABLE>
<S> <C> <C>
Comparison of: LAT U.S. GOVERNMENT ALLOCATION WHICH WILL REORGANIZE INTO
FUND WFVT CORPORATE BOND FUND
AND
NS INCOME FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
LAT U.S. - seeks over the long-term a high level of total return, including net
GOVERNMENT realized and unrealized capital gains and net investment income,
ALLOCATION FUND consistent with reasonable risk.
NS INCOME FUND - seeks stable current income and competitive total return over an
interest-rate cycle.
WFVT CORPORATE - seeks a high level of current income, consistent with reasonable
BOND FUND risk.
</TABLE>
A-1
<PAGE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
LAT U.S. The Fund allocates and reallocates assets among long-term U.S. Treasury
GOVERNMENT bonds, intermediate-term U.S. Treasury notes, and short-term money
ALLOCATION FUND market instruments. This strategy is based on the premise that asset
classes are at times undervalued or overvalued in comparison to one
another and that investing in undervalued asset classes offers better
long-term, risk-adjusted returns. The Fund normally invests at least 65%
of its total assets in Government obligations and 25% of its total
assets in foreign obligations qualifying as money market investments.
The Fund has no minimum investment in any asset class and may invest
substantially all of its assets in a single asset class. The allocation
may shift at any time.
NS INCOME FUND The Fund invests in a diversified portfolio of fixed and variable rate
U.S. Dollar denominated debt securities. These securities cover a broad
spectrum of U.S. issuers, including U.S. Government securities,
mortgage- and asset-backed securities and the debt securities of
financial institutions, corporations, and others.
The Adviser attempts to increase the Fund's performance by applying
various fixed income management techniques combined with fundamental
economic, credit and market analysis while at the same time controlling
total return volatility by targeting the Fund's duration within a narrow
band around the Lipper Corporate A-Rated Debt Average. The Fund expects
to maintain an average dollar-weighted maturity of between 3 and 15
years. Normally, the Fund's investments will have a duration of between
70% and 130% of the duration of the Lipper Corporate A-Rated Debt
Average. The Fund normally invests:
- at least 80% of its assets in investment-grade debt securities, which
are those securities rated within four highest rating categories, or, if
unrated, of comparable quality;
- up to 50% of its total assets in corporate securities, bonds, notes,
and convertible securities; and
- at least 30% of its total assets in U.S. Government securities.
The Fund limits its investments in mortgage-backed securities to 50% of
its total assets and in other asset-backed securities to 25% of its
total assets. The Fund also may invest up to 20% of its total assets in
lower-rated securities.
WFVT CORPORATE The Fund seeks a high rate of current income by actively managing a
BOND FUND diversified portfolio consisting primarily of corporate debt securities.
When purchasing these securities the Fund considers, among other things,
the yield differences for various corporate sectors, and the current
economic cycle's potential effect on the various types of bonds. The
Fund may invest in securities of any maturity. Under normal market
conditions, the Fund expects to maintain a dollar-weighted average
maturity for portfolio securities of between 10 and 15 years. The Fund
also may invest in U.S. Government obligations.
Under normal market conditions, the Fund invests:
- at least 65% of its total assets in corporate debt securities;
- in U.S. Government obligations;
- up to 25% of its total assets in debt securities that are below
investment-grade; and
- up to 25% of its total assets in securities of foreign issuers.
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
LAT U.S. GOVERNMENT ALLOCATION FUND Asset Allocation Model
NS INCOME FUND Marjorie H. Grace, CFA
N. Graham Allen, FCMA, John W. (Jack)
WFVT CORPORATE BOND FUND Burgess, Jacqueline A. Flippin, Daniel
Kokoska, CFA and Scott Smith, CFA
</TABLE>
A-3
<PAGE>
WFVT LARGE COMPANY GROWTH FUND
(Modeled on the NS ValuGrowth-SM- Stock Fund)
<TABLE>
<S> <C> <C>
Comparison of: NS VALUGROWTH-SM- STOCK WHICH WILL REORGANIZE INTO
FUND WFVT LARGE COMPANY
GROWTH FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
NS VALUGROWTH-SM- STOCK FUND - seeks long-term capital appreciation.
WFVT LARGE COMPANY GROWTH FUND - seeks long-term capital appreciation.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
NS VALUGROWTH-SM- The Fund invests primarily in medium- and large-capitalization
STOCK FUND companies that appear to have above-average growth characteristics
and appear to be undervalued. The Fund considers such matters as the
quality of a company's management, the existence of a leading or
dominant position in a major product line or market, the soundness
of the company's financial position, and the maintenance of a
relatively high rate of return on invested capital and shareholder's
equity.
The Fund may:
- invest up to 20% of its total assets in securities of foreign
companies;
- write covered call options and purchase call options on equity
securities to manage risk or enhance returns; and
- invest in "special situations," which are companies that have the
potential for significant future earnings growth but have not
performed well in the recent past.
WFVT LARGE COMPANY The Fund invests primarily in common stocks of large, high-quality
GROWTH FUND domestic companies that have superior growth potential. The Fund
looks for companies that are attractively valued with fundamental
characteristics that the Advisor believes are significantly better
than the market average and support internal earnings growth
capability. The Fund also may invest in the securities of companies
whose growth potential the Advisor believes is generally
unrecognized or misperceived by the market. Under normal market
conditions, the Fund invests:
- at least 65% of its total assets in equity securities, including
common and preferred stocks, and securities convertible into common
stocks;
- the majority of its total assets in issues of companies with
market capitalization that is greater than the median of the Russell
1000 Index; and
- up to 20% of its total assets in foreign companies through
American Depositary Receipts and similar instruments.
The Fund will normally limit its investment in a single issuer to
10% or less of its total assets. The Fund may hedge against currency
risk in the portfolio by using foreign currency forward contracts.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
NS VALUGROWTH-SM- STOCK FUND Charlie Mayer, CFA
WFVT LARGE COMPANY GROWTH FUND John S. Dale, CFA and Gary E. Nussbaum
</TABLE>
A-4
<PAGE>
WFVT SMALL CAP FUND
<TABLE>
<S> <C> <C>
Comparison of: LAT STRATEGIC GROWTH FUND WHICH WILL REORGANIZE INTO
AND WFVT SMALL CAP FUND
NS SMALL COMPANY STOCK
FUND
</TABLE>
OBJECTIVES:
<TABLE>
<S> <C>
LAT STRATEGIC GROWTH FUND - seeks to provide investors with an above-average level of
capital appreciation.
NS SMALL COMPANY STOCK FUND - seeks long-term capital appreciation.
WFVT SMALL CAP FUND - seeks above average, long-term capital appreciation.
</TABLE>
INVESTMENT STRATEGIES:
<TABLE>
<S> <C>
LAT STRATEGIC GROWTH FUND The Fund actively manages a broadly diversified equity
portfolio of companies expected to have strong growth in
revenues, earnings and assets. The Fund selects a range of
companies from different industry groups, with the majority
of its holdings consisting of established growth companies,
turnaround or acquisition candidates, or attractive larger
capitalization companies. Under normal circumstances, the
Fund invests:
- in at least 20 common stock issues spread across a number
of different industry groups;
- at least 65% of its assets in common stocks and
securities which are convertible into common stocks that the
Advisor believes have better-than-average prospects to
increase in value;
- up to 40% of its assets in initial public offerings
and/or small and newer equity issues;
- up to 65% of its assets in companies whose market
capitalization at the time the Fund buys their stock is
within the capitalization range of the companies listed
on the Russell Midcap/TM/ Index;
- up to 15% of its assets in emerging markets; and
- up to 15% of its assets in certain call and put options.
</TABLE>
A-5
<PAGE>
<TABLE>
<S> <C>
NS SMALL COMPANY STOCK FUND The Fund primarily invests in the common stock of small- and
medium-size domestic companies that have a market
capitalization well below that of the average company in the
Standard & Poor's 500 Index.
In selecting securities for the Fund, the Adviser seeks
securities with significant price appreciation potential and
attempts to identify companies that show above-average
growth, as compared to long-term overall market growth. The
Fund invests in companies that may be in a relatively early
stage of development or may produce goods and services that
have favorable prospects for growth due to increasing demand
or developing markets. Frequently, these companies have a
small management group and single product or product-line
expertise that the Adviser believes may result in an
enhanced entrepreneurial spirit and greater focus. The
Adviser believes that these companies may develop into
significant business enterprises and that an investment in
these companies offers a greater opportunity for capital
appreciation than an investment in larger, more established
companies.
WFVT SMALL CAP FUND The Fund actively manages a diversified portfolio of common
stocks issued by companies whose market capitalization falls
within the range of the Russell 2000 Index. The Fund will
sell the stock of any company whose market capitalization
exceeds the range of this index for sixty consecutive days.
The Fund invests in the common stocks of domestic and
foreign companies that the Advisor believes have
above-average prospects for capital growth, or that are
involved in new or innovative products, services and
processes. Under normal market conditions, the Fund invests:
- 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;
- up to 40% of its assets in initial public offerings or
recent start-ups and newer issues; and
- no more than 25% of its assets in foreign companies
through American Depositary Receipts or similar issues.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
LAT STRATEGIC GROWTH FUND Chris Greene and Thomas Zeifang, CFA
NS SMALL COMPANY STOCK FUND Kenneth Lee and Thomas Zeifang, CFA
WFVT SMALL CAP FUND Kenneth Lee and Thomas Zeifang, CFA
</TABLE>
A-6
<PAGE>
EXHIBIT B--COMPARISON OF SHAREHOLDER SERVICES AND PROCEDURES
COMPARISON OF SHAREHOLDER SERVICES AND PROCEDURES
The following is a summary comparison of the major shareholder policies and
procedures of the LAT Funds, NS Funds and WFVT Funds. As you will see, the WFVT
Funds have adopted substantially similar policies and procedures.
HOW DO SHAREHOLDERS INVEST IN THE FUNDS?
As with the LAT Funds and NS Funds, you may purchase shares of the WFVT
Funds through certain variable annuity contracts or VA Contracts and variable
life insurance policies or VLI Policies offered by 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 Funds currently do
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 may differ. Nevertheless, the Funds' Boards of Trustees monitor events
in order to identify any conflicts that 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 Funds assume no responsibility for such prospectuses.
See the insurance companies' prospectuses for details about investing in the
Funds.
DO THE FUNDS HAVE A DISTRIBUTION FEE?
Currently, each LAT Fund charges a shareholder servicing fee that covers the
cost of selling agents performing certain services for your account, such as
preparing account statements, confirmations, answering questions about your
account and other shareholder services. American Skandia currently provides
these services. Instead of charging a shareholder servicing fee, the WF Fund
will charge a distribution fee in the same amount. The distribution fee will be
paid to American Skandia to help sell Fund shares, and to continue to provide
shareholder services. Because WF Funds has replaced the shareholder servicing
fee with the distribution fee, this change will not increase the Fund's
operating expense ratios.
The NS Funds currently charge neither a distribution fee nor a shareholder
servicing fee. The addition of a distribution fee, or Rule 12B-1 fee, is
intended to improve the scope or quality of services provided to shareholders.
Fortis Benefits Insurance Co. currently provides these services for NS
shareholders.
ARE THE FUNDS OPEN ON THE SAME DAYS?
Yes, the Funds are open on the same days. Purchases and redemptions of
shares of the LAT Funds, NS Funds and WFVT Funds may be made on any day that the
New York Stock Exchange, or Exchange, is open for trading.
DO THE FUNDS DECLARE AND DISTRIBUTE DIVIDENDS THE SAME WAY?
Yes. 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 pay dividends, if any, periodically, and make any capital gains
distributions annually. The LAT Strategic Growth Fund and WFVT Corporate Bond
Fund pay any dividends monthly. The WFVT Large Company Growth Fund pays any
dividends quarterly. The LAT U.S. Government Allocation Fund,
B-1
<PAGE>
NS Funds and WFVT Small Cap Fund pay any dividends annually. Participating
insurance companies will be informed by January 31 about the amount and
character of dividends and distributions.
ARE FUND SHARES PRICED THE SAME WAY?
Yes. All Funds determine NAV per share by dividing the total market value of
a Fund's net assets (i.e., the value of its securities and other assets less its
liabilities) by the number of shares outstanding at the time the determination
is made. Each Fund determines NAV at the close of each business day, which is
the close of regular trading on the Exchange (4:00 pm Eastern time/3:00pm
Central time/1:00pm Pacific time).
B-2
<PAGE>
EXHIBIT C--COMPARISON OF INVESTMENT ADVISORS AND INVESTMENT ADVISORY FEES
Wells Fargo Bank serves as investment adviser for each of the LAT Funds and
WFVT Funds. Wells Fargo Bank provides portfolio management and fundamental
security analysis for the Funds. Wells Fargo Bank is located at 525 Market St.,
San Francisco, CA 94163. 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 December 31, 1998, Wells Fargo and its
affiliates provided advisory services for over $202 billion in assets.
Wells Capital Management Incorporated, or WCM, a wholly owned subsidiary of
Wells Fargo Bank, is the sub-advisor for each of the LAT Funds and WFVT Funds,
except the LAT U.S. Government Allocation Fund. In this capacity, it is
responsible for the day-to-day investment management activities of the Funds. As
of December 31, 1998, WCM provided advisory services for over $39.3 billion in
assets.
Norwest Investment Management, Inc. or NIM, which is now a wholly-owned
subsidiary of Wells Fargo & Company, Norwest Center, Sixth Street and Marquette,
Minneapolis, MN 55479, is the investment advisor for each NS Fund. In this
capacity, NIM makes investment decisions for and administers the Funds'
investment programs. As of December 31, 1998, NIM provided advisory services for
over $29.9 billion in assets.
Barclays Global Fund Advisors or BGFA, a wholly owned subsidiary of Barclays
Global Investors, N.A., or BGI, and an indirect subsidiary of Barclays Bank PLC,
is the sub-advisor for the LAT U.S. Government Allocation Fund. In this
capacity, it is responsible for the model that is used to manage the investment
portfolio and the selection of securities for the portfolio. BGFA, which is not
affiliated with Wells Fargo Bank, was created from the reorganization of Wells
Fargo Nikko Investment Advisors, a former affiliate of Wells Fargo Bank, and is
one of the largest providers of index portfolio management services. As of
December 31, 1998, BGI provided investment advisory services for $619 billion in
assets.
After the reorganization, WCM will serve as sub-advisor for the Funds,
except WFVT Large Company Growth Fund. WFVT Large Company Growth Fund will be
sub-advised by NIM.
The following chart highlights the investment advisory fees charged to each
LAT Fund, NS Fund and WFVT Fund.
<TABLE>
<CAPTION>
ADVISORY FEE
FUND (CONTRACTUAL)
<S> <C>
LAT U.S. Government Allocation Fund 0.45%
NS Income Fund 0.60%
WFVT CORPORATE BOND FUND 0.45%
NS ValuGrowth-SM- Stock Fund 0.80%
WFVT LARGE COMPANY GROWTH FUND 0.55%
LAT Strategic Growth Fund 0.60%
NS Small Company Stock Fund 0.80%
WFVT SMALL CAP FUND 0.75%
</TABLE>
C-1
<PAGE>
EXHIBIT D--COMPARISON OF OTHER SERVICE PROVIDERS
The following is a list of service providers for the LAT Funds, NS Funds and
WFVT Funds:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
SERVICE PROVIDERS
- --------------------------------------------------------------------------------------------
SERVICE LAT FUNDS NS FUNDS WFVT FUNDS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Adviser Wells Fargo Bank. NIM Wells Fargo Bank
Subadvisor WCM and BGFA NIM WCM and Peregrine
Capital
Distribution Stephens Inc. Forum Stephens Inc.
Administrator Wells Fargo Bank Forum Wells Fargo Bank
Co-Administrator Stephens Inc.
Custodian Wells Fargo Bank Norwest Bank Norwest Bank
Fund Accountant Wells Fargo Bank Forum Forum
Transfer Agent and Dividend Wells Fargo Bank Norwest Bank Boston Financial Data
Disbursing Agent Services, Inc.
Independent Auditors KPMG LLP KPMG LLP KPMG LLP
</TABLE>
D-1
<PAGE>
EXHIBIT E--COMPARISON OF BUSINESS STRUCTURES
The following information provides only a summary of the major differences
between the organizational structure and governing documents of the Funds. The
LAT Funds are series of Life and Annuity Trust, which is organized as a Delaware
business trust. The NS Funds are series of Norwest Select Funds, which is
organized as a Delaware business trust. The WFVT Funds are series of Wells Fargo
Variable Trust, which is organized as a Delaware business trust.
The responsibilities, powers and fiduciary duties of the Trustees of the LAT
Funds, NS Funds and WFVT Funds are substantially similar. Under Delaware law,
shareholders are entitled to vote only on matters required by the federal
securities laws or under the Fund's organizational documents. Some shareholder
voting rights will be changed as a result of the reorganization. For example,
WFVT Fund shareholders will have the right to vote on reorganizations only if
required under the federal securities laws. Certain shareholder rights,
including the right to call special meetings for the purpose of removing
Trustees and the right to remove Trustees, will not be affected by the
reorganization.
None of the Funds is required to hold annual meetings of shareholders.
Shareholder meetings normally will be held only when specifically required by
federal or state law.
Except when a larger vote is required by law or by any provision of the
Trust Instrument, the WFVT Funds, like the LAT Funds and NS Funds, require a
majority of the shares voted in person at a meeting or by proxy to decide any
question at a shareholder's meeting. Unless otherwise required by law, the LAT
Funds, NS Funds and WFVT Funds require one-third of the shares entitled to vote
on a matter to constitute a quorum for the transaction of business at a meeting
of the shareholders of a Fund. The Funds can adjourn meetings by the majority
vote of any lesser number than that sufficient for a quorum. Unlike the LAT
Funds or NS Funds, WFVT Fund shareholders do not have the right to vote on
proposed Fund reorganizations, unless otherwise required by law.
The WFVT Fund shares have equal dividend, distribution, liquidation and
voting rights, except that expenses related to the distribution of the shares of
any class (and certain other expenses such as transfer agency and administration
expenses) are borne solely by those shares. Generally. shares will be voted in
the aggregate without reference to a particular series or class.
The LAT Funds, NS Funds and WFVT Funds indemnify their officers and Trustees
to the full extent permitted by law. This indemnification does not protect any
such person against any liability to a Fund or any shareholder to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
satisfaction of such person's office.
E-1
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
Acquisition of the assets of the Life & Annuity Trust Funds and
Norwest Select Funds by and in exchange for shares of the
Wells Fargo Variable Trust as described below:
<TABLE>
<CAPTION>
LIFE & ANNUITY TRUST FUNDS NORWEST SELECT FUNDS WELLS FARGO VARIABLE TRUST
111 CENTER STREET 2 PORTLAND SQUARE 111 CENTER STREET
LITTLE ROCK, AR 72211 PORTLAND, ME 04101 LITTLE ROCK, AR 72211
- --------------------------------------------------------------------------------------------
will reorganize into
LAT FUND NS FUND WFVT FUND
- --------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Allocation Fund Income Fund Corporate Bond Fund
- ValuGrowth-SM- Stock Fund Large Company Growth Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
- --------------------------------------------------------------------------------------------
</TABLE>
This Statement of Additional Information or SAI relating to the proposed
transfer of the assets of the LAT Funds and NS Funds to the WFVT Funds in
exchange for shares of the WFVT Funds consists of this cover page and the
following described documents, each of which is attached hereto or
incorporated herein by reference:
(1) The SAIs for the WFVT Funds dated June 1, 1999.
(2) Report of Independent Auditors and financial statements of the LAT
Funds as of December 31, 1998.
(3) Report of Independent Auditors and financial statements of the NS
Funds as of December 31, 1998.
(4) Unaudited pro forma combined financial information as of December 31,
1998. The pro forma financial statements give effect to the
reorganization as if it had occurred for the periods presented.
This SAI is not a prospectus and should be read in conjunction with the
Funds' Prospectus, dated June 1, 1999. A Proxy/Prospectus Statement dated
June 1, 1999 relating to the above referenced matter may be obtained without
charge by calling 1-800-222-8222 or writing to Wells Fargo Variable Trust,
111 Center Street, Little Rock, AR 72201. This SAI relates to and should be
read in conjunction with, such Proxy/Prospectus Statement.
This SAI is dated June 1, 1999.
S-1
<PAGE>
WELLS FARGO VARIABLE TRUST CORPORATE BOND FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIFE & ANNUITY
TRUST U.S.
NORWEST SELECT GOVERNMENT PRO FORMA PRO FORMA
INCOME FUND ALLOCATION FUND ADJUSTMENTS COMBINED
---------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $ 21,836,885 $ 34,599,799 $ 56,436,684
Cash 0 4,166 4,166
Receivables:
Interest 329,981 90,133 420,114
Fund shares sold 47,285 219,584 266,869
Due from advisor 0 0 4,128 (e) 4,128
Organization expenses, net of amortization 4,128 0 (4,128)(e) 0
TOTAL ASSETS 22,218,279 34,913,682 57,131,961
LIABILITIES
Payables:
Distribution to shareholders 0 121,014 121,014
Due to distributor 0 1,200 1,200
Due to advisor 5,243 23,517 28,760
Other 14,165 36,742 50,907
TOTAL LIABILITIES 19,408 182,473 201,881
TOTAL NET ASSETS $ 22,198,871 $ 34,731,209 $ 56,930,080
NET ASSETS CONSIST OF:
Paid-in capital $ 21,787,593 $ 34,656,519 $ 56,444,112
Undistributed net investment income (loss) 4,800 0 4,800
Undistributed net realized gain (loss)
on investments (5,049) 54,645 431,572 (a) 481,168
Net unrealized appreciation (depreciation)
of investments 411,527 20,045 (431,572)(a) 0
TOTAL NET ASSETS $ 22,198,871 $ 34,731,209 $ 56,930,080
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
NET ASSETS $ 22,198,871 $ 34,731,209 $ 56,930,080
Shares outstanding 1,935,702 3,401,100 356,206 (b) 5,693,008
Net asset value per share $ 11.47 $ 10.21 $ 10.00
INVESTMENT AT COST $ 21,425,358 $ 34,579,754 431,572 (a) $ 56,436,684
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
S-2
<PAGE>
WELLS FARGO VARIABLE TRUST CORPORATE BOND FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
LIFE & ANNUITY
TRUST U.S.
NORWEST SELECT GOVERNMENT PRO FORMA PRO FORMA
INVESTMENT INCOME INCOME FUND ALLOCATION FUND ADJUSTMENTS COMBINED
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ 962,171 $1,710,082 $2,672,253
TOTAL INVESTMENT INCOME 962,171 1,710,082 2,672,253
EXPENSES
Advisory fees 89,772 181,407 (67,680)(c) 203,499
Administration fees 14,962 20,324 32,547 (c) 67,833
Custody fees 2,992 0 6,052 (c) 9,044
Distribution fees 0 54,581 (54,581)(c) 0
Portfolio accounting fees 44,000 31,392 (15,392)(c) 60,000
Transfer agency fees 11,970 42,328 (43,668)(c) 97,966
Organization costs 9,907 0 (9,907)(c) 0
Distribution Fees 0 0 113,055 (c) 113,055
Legal and audit fees 17,864 23,827 (10,423)(c) 31,268
Registration fees 0 1,000 0 1,000
Directors' fees 165 15,512 (9,248)(c) 6,429
Shareholder reports 2,714 0 (271)(c) 2,443
Other 4,570 2,846 (371)(c) 7,045
TOTAL EXPENSES 198,916 373,217 599,583
Less: 0
Waived fees and reimbursed expenses fees (109,153) (86,481) 3,050 (d) (192,584)
NET EXPENSES 89,763 286,736 406,999
NET INVESTMENT INCOME (LOSS) 872,408 1,423,346 2,265,254
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
NET REALIZED GAIN (LOSS) ON SALE OF investments 227,141 508,242 538 (a) 735,921
NET CHANGE IN UNREALIZED appreciation
(DEPRECIATION) OF INVESTMENTS 208,640 (208,102) (538)(a) 0
NET GAIN (Loss) ON INVESTMENTS 435,781 300,140 735,921
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $1,308,189 $1,723,486 $3,001,175
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Norwest Select Income Fund and Life & Annuity Trust U.S. Government
Allocation Fund are merging to form the Wells Fargo Variable Trust
Corporate Bond Fund. No historical data will be carried forward due to
significant changes in the Funds' investment strategies.
(a) This merger is a taxable event for the Funds, all securities will be moved
into the new fund with cost being equal to market value on the merger
date, capital gains will be declared.
(b) Reflects new shares issued, net of retired shares of the respective Funds.
(c) Reflects adjustment in expenses due to elimination of duplicate services or
effect of purposed contract rate.
(d) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
(e) Wells Fargo Bank will absorb the balance of unamortized organizational
costs.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
S-3
<PAGE>
WELLS FARGO VARIABLE TRUST - CORPORATE BOND FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR LIFE & ANNUITY TRUST
U.S. GOVERNMENT ALLOCATION FUND AND NORWEST SELECT INCOME FUND(a)
<TABLE>
<CAPTION>
LIFE & ANNUITY TRUST
(UNAUDITED) DECEMBER 31, 1998 U.S. GOVERNMENT NORWEST SELECT PRO FORMA
INTEREST MATURITY ALLOCATION FUND INCOME FUND COMBINED
PRINCIPAL SECURITY DESCRIPTION RATE DATE VALUE(b) VALUES(b) VALUES(b)
<S> <C> <C> <C> <C> <C> <C>
COMMERCIAL PAPER
$ 500,000 Alabama Power Company 5.35*% 11/15/03 $ 0 $ 499,755 $ 499,755
200,000 AMBAC, Inc. 9.38* 8/1/11 0 267,250 267,250
1,272,000 American Express Credit Corporation 4.96* 03/03/99 1,261,224 0 1,261,224
200,000 American Home Products Corporation 7.25* 3/1/23 0 223,930 223,930
400,000 Amoco Canada 7.25* 12/1/02 0 428,020 428,020
1,026,000 Associates Corporation 4.98* 01/28/99 1,022,044 0 1,022,044
200,000 Atlantic Richfield Company 9.00* 4/1/21 0 263,224 263,224
1,022,000 Campbell Soup Company 5.21* 01/08/99 1,020,819 0 1,020,819
500,000 Case Corporation 6.25* 12/1/03 0 497,055 497,055
500,000 CIT Group, Inc. 5.91* 11/23/05 0 503,325 503,325
450,000 Clear Channel Communications, Inc. 7.25* 10/15/27 0 453,190 453,190
1,044,000 Coca-Cola Company 4.93* 03/03/99 1,035,208 0 1,035,208
200,000 Dillard Department Stores, Inc. 9.13* 8/1/11 0 246,562 246,562
500,000 Ford Motor Credit Company 5.13* 10/15/01 0 496,715 496,715
185,000 General Electric Capital Corporation 7.88* 12/1/06 0 213,483 213,483
200,000 Gruma SA de CV 7.63* 10/15/07 0 179,058 179,058
125,000 Lehman Brothers Holdings 6.63* 12/27/02 0 125,494 125,494
250,000 Merck & Co, Inc. 6.40* 3/1/28 0 267,272 267,272
325,000 Morgan Stanley Dean Witter & Company 6.75* 1/1/16 0 339,079 339,079
255,000 News America Holdings 8.88* 4/26/23 0 309,397 309,397
350,000 Oracle Corporation 6.72* 2/15/04 0 364,189 364,189
500,000 PNC Bank Corporation 6.50* 5/1/08 0 528,560 528,560
400,000 Royal Caribbean Cruises 7.25* 8/15/06 0 410,036 410,036
200,000 Tosco Corporation 7.80* 1/1/27 0 218,734 218,734
500,000 Tyco International Ltd. 5.88* 11/1/04 0 501,780 501,780
1,040,000 Walt Disney Company 4.80* 03/26/99 1,028,352 0 1,028,352
500,000 Walt Disney Company 5.25* 12/1/03 0 501,260 501,260
500,000 Wisconsin Power & Light Company 5.70* 10/15/08 0 511,610 511,610
250,000 Worldcom, Inc. 6.40* 8/15/05 0 259,227 259,227
500,000 Yorkshire Power Finance 6.15* 2/25/03 0 502,920 502,920
$ 5,367,647 $ 9,111,125 $14,478,772
FOREIGN BONDS & NOTES
$ 500,000 Province of British Columbia 5.38% 10/29/08 $0 $ 498,265 $ 498,265
500,000 Province of Ontario 5.50 10/1/08 0 501,825 501,825
$ 0 1,000,090 1,000,090
MUNICIPAL NOTES
$ 200,000 Denver, CO, City and County SD #1,
Educational Facilities, Revenue Bonds,
Taxable Pension, School Facilities Lease,
AMBAC insured 6.49% 12/15/02 $ 0 $ 207,998 $ 207,998
U.S. GOVERNMENT AGENCY SECURITIES
$3,191,000 FFCB 4.77*% 08/05/99 $ 3,101,875 0 3,101,875
616,000 FFCB 5.06* 01/27/99 613,672 0 613,672
400,000 FHLB 5.63* 03/19/01 0 406,556 406,556
300,000 FHLB 5.13* 09/15/03 0 300,534 300,534
1,764,000 FHLMC 5.02* 02/05/99 1,755,182 0 1,755,182
3,120,000 FHLMC 4.90* 02/02/99 3,106,040 0 3,106,040
4,163,000 FHLMC 5.03* 02/05/99 4,142,166 0 4,142,166
300,000 FHLMC 7.10* 04/10/07 0 335,097 335,097
900,000 FHLMC 5.75* 04/15/08 0 932,643 932,643
234,784 FHLMC Pool D70924 6.50* 05/01/26 0 236,691 236,691
498,296 FHLMCPool E73249 5.50* 11/01/13 0 492,690 492,690
300,000 FNMA 6.50* 07/16/07 0 324,150 324,150
500,000 FNMA 6.00* 05/15/08 0 528,940 528,940
1,008,875 FNMA Pool 455607 6.00* 12/01/28 0 996,890 996,890
208,500 GNMA Pool 445071 7.50* 01/15/27 0 215,147 215,147
500,000 TVA 6.00* 03/15/13 0 524,360 524,360
$12,718,935 $ 5,293,698 $18,012,633
U.S. TREASURY BONDS
$ 200,000 U.S. Treasury Bonds 11.25% 02/15/15 $ 0 $ 330,612 $ 330,612
300,000 U.S. Treasury Bonds 8.88 02/15/19 0 427,392 427,392
1,100,000 U.S. Treasury Bonds 8.13 08/15/19 1,469,017 0 1,469,017
900,000 U.S. Treasury Bonds 8.75 05/15/20 1,278,144 0 1,278,144
500,000 U.S. Treasury Bonds 8.00 11/15/21 267,406 401,205 668,611
250,000 U.S. Treasury Bonds 7.13 02/15/23 308,085 0 308,085
1,000,000 U.S. Treasury Bonds 7.50 11/15/24 1,295,940 0 1,295,940
650,000 U.S. Treasury Bonds 6.88 08/15/25 787,820 0 787,820
800,000 U.S. Treasury Bonds 6.50 11/15/26 930,248 0 930,248
500,000 U.S. Treasury Bonds 6.13 11/15/27 559,685 0 559,685
$ 6,896,345 $ 1,159,209 $ 8,055,554
U.S. TREASURY BILLS
$9,623,000 U.S. Treasury Bills 4.30*% 02/04/99 $ 9,582,923 $ 0 9,582,923
34,000 U.S. Treasury Bills 3.89* 01/14/99 33,949 0 33,949
$ 9,616,872 $ 0 $ 9,616,872
U.S. TREASURY NOTES
$ 400,000 U.S. Treasury Notes 7.88% 8/15/01 $ 0 $ 431,788 $ 431,788
400,000 U.S. Treasury Notes 7.50 11/15/01 0 430,632 430,632
300,000 U.S. Treasury Notes 7.88 11/15/04 0 347,619 347,619
700,000 U.S. Treasury Notes 10.75 8/15/05 0 934,052 934,052
700,000 U.S. Treasury Notes 7.00 7/15/06 0 799,190 799,190
400,000 U.S. Treasury Notes 6.63 5/15/07 0 450,936 450,936
650,000 U.S. Treasury Notes 6.13 8/15/07 0 711,581 711,581
500,000 U.S. Treasury Notes 6.63 2/15/27 0 590,475 590,475
$ 0 $ 4,696,273 $ 4,696,273
SHORT-TERM INSTRUMENTS
$ 368,492 Norwest Cash Investment Fund $ 0 $ 368,492 $ 368,492
TOTAL INVESTMENTS IN SECURITIES $34,599,799 $21,836,885 $56,436,684
(Cost $56,436,684)
</TABLE>
(a) Due to different investment objectives, certain of these
securities will be sold by the Investment Manager as part
of the reorganization.
(b) See historical financial statements and footnotes thereto
of each of the Funds regarding valuation of securities.
* Yield to Maturity.
S-4
<PAGE>
WELLS FARGO VARIABLE TRUST SMALL CAP FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) - DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIFE & ANNUITY NORWEST SELECT
TRUST STRATEGIC SMALL COMPANY PRO FORMA PRO FORMA
GROWTH FUND STOCK FUND ADJUSTMENTS COMBINED
----------------- ---------------- ------------- -----------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
In securities, at market value (see cost below) $1,213,540 $13,029,081 $14,242,621
Cash 2,730 0 2,730
Receivables:
Dividends and Interest 6 17,655 17,661
Fund shares sold 0 218,037 218,037
Investment securities sold 26,743 109,372 136,115
Due from advisor 3,981 0 3,981
TOTAL ASSETS 1,247,000 13,374,145 14,621,145
LIABILITIES
Payables:
Investment securities purchased 26,159 64,939 91,098
Fund shares redeemed 94 0 94
Due to distributor 38 0 38
Due to advisor 0 4,033 4,033
Other 16,880 10,394 27,274
TOTAL LIABILITIES 43,171 79,366 122,537
TOTAL NET ASSETS $1,203,829 $13,294,779 $14,498,608
NET ASSETS CONSIST OF:
Paid-in capital $ 965,224 $15,196,024 $16,161,248
Undistributed net realized gain (loss)
on investments 73,583 (3,375,294) (3,301,711)
Net unrealized appreciation (depreciation)
of investments 165,022 1,474,049 1,639,071
TOTAL NET ASSETS $1,203,829 $13,294,779 $14,498,608
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
NET ASSETS $1,203,829 $13,294,779 $14,498,608
Shares outstanding 86,345 1,221,621 24,285(a) 1,332,251
Net asset value per share $ 13.94 $ 10.88 $ 10.88
INVESTMENT AT COST $1,048,518 $11,555,032 $12,603,550
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
S-5
<PAGE>
WELLS FARGO VARIABLE TRUST SMALL CAP FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
LIFE & ANNUITY NORWEST SELECT
TRUST STRATEGIC SMALL COMPANY PRO FORMA PRO FORMA
INVESTMENT INCOME GROWTH FUND STOCK FUND ADJUSTMENTS COMBINED
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dividends $ 36 $ 72,559 $ 72,595
Interest 1,372 68,673 70,045
TOTAL INVESTMENT INCOME 1,408 141,232 142,640
EXPENSES
Advisory fees 2,251 101,914 (4,376)(b) 99,789
Administration fees 263 12,740 6,955 (b) 19,958
Custody fees 63 2,548 50 (b) 2,661
Distribution fees 940 0 32,323 (b) 33,263
Portfolio accounting fees 16,371 44,000 (371)(b) 60,000
Transfer agency fees 525 10,191 16,884 (b) 27,600
Legal and audit fees 18,547 15,581 (8,532)(b) 25,596
Registration fees 2,500 0 0 2,500
Directors' fees 8,100 156 (1,827)(b) 6,429
Shareholder reports 0 1,137 (114)(b) 1,023
Other 1,487 4,673 (308)(b) 5,852
TOTAL EXPENSES 51,047 192,940 284,671
Less:
Waived fees and reimbursed expenses fees (46,920) (91,022) 12,933 (c) (125,009)
NET EXPENSES 4,127 101,918 159,662
NET INVESTMENT INCOME (LOSS) (2,719) 39,314 (17,022)
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
NET REALIZED GAIN (LOSS) ON SALE OF investments 78,925 (3,079,073) (3,000,148)
NET CHANGE IN UNREALIZED appreciation
(DEPRECIATION) OF INVESTMENTS 165,022 1,006,437 1,171,459
NET GAIN (Loss) ON INVESTMENTS 243,947 (2,072,636) (1,828,689)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $241,228 $(2,033,322) $(1,845,711)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Norwest Select Small Company Stock Fund and Life & Annuity Trust
Strategic Growth Fund are merging to form the Wells Fargo Variable Trust
Small Cap Fund, historical data from the Norwest Select Small Company
Stock Fund will be kept.
(a) Reflects new shares issued, net of retired shares of the respective Funds
which are not accounting survivors.
(b) Reflects adjustment in expenses due to elimination of duplicate services or
effect of purposed contract rate.
(c) Reflects a change in the amount Wells Fargo would have waived to keep the
Fund at its purposed expense limit.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
S-6
<PAGE>
WELLS FARGO VARIABLE TRUST - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR LIFE & ANNUITY TRUST
STRATEGIC GROWTH FUND AND NORWEST SELECT SMALL COMPANY STOCK FUND(a)
<TABLE>
<CAPTION>
LIFE & ANNUITY TRUST NORWEST SELECT
(UNAUDITED) DECEMBER 31, 1998 STRATEGIC SMALL COMPANY PRO FORMA
GROWTH FUND STOCK FUND COMBINED
SHARES SECURITY DESCRIPTION VALUE(b) VALUES(b) VALUES(b)
<S> <C> <C> <C> <C>
COMMON STOCK
CAPITAL GOODS
8,675 Brooks Automation, Incorporated $ 0 $ 126,872 $ 126,872
3,200 Corn Products International, Incorporated 0 97,200 97,200
3,550 MasTec, Incorporated 0 74,550 74,550
3,100 MotivePower Industries 0 99,781 99,781
6,050 United Stationers, Incorporated 0 157,300 157,300
4,600 VWR Scientific Corporation 0 79,925 79,925
3,525 Zebra Technologies Corporation 0 101,344 101,344
$ 0 $ 736,972 $ 736,972
COMPUTER SOFTWARE
500 Abovenet Communications Incorporated $ 10,500 $ 0 $ 10,500
7,650 Acxiom Corporation 0 237,150 237,150
1,425 Alpha Industries, Incorporated 0 51,300 51,300
500 Broadvision Incorporated 16,000 0 16,000
500 Cambridge Tech Partners Incorporated 11,063 0 11,063
9,700 Ciber, Incorporated 0 271,021 271,021
250 Cisco Systems Incorporated 23,203 0 23,203
3,800 Cohu, Incorporated 0 83,600 83,600
4,050 Computer Task Group, Incorporated 0 109,856 109,856
300 Compuware Corporation 23,438 0 23,438
1,000 Intervu Incorporated 12,750 0 12,750
450 Keane Incorporated 17,972 0 17,972
700 Learning Company Incorporated 18,156 0 18,156
400 Lycos Incorporated 22,225 0 22,225
500 Micromuse Incorporated 9,750 0 9,750
1,000 Phoenix International Limited 14,750 0 14,750
1,000 Verio Incorporated 22,375 0 22,375
300 Veritas Software Company 17,981 0 17,981
$ 220,163 $ 752,927 $ 973,090
COMPUTER SYSTEMS
1,000 FORE Systems Incorporated $ 18,313 $ 0 $ 18,313
500 International Integration Incorporated 8,500 0 8,500
400 ISS Group Incorporated 22,000 0 22,000
800 Neomagic Corporation 17,700 0 17,700
700 Power Integrations Incorporated 17,544 0 17,544
200 Sanmina Corporation 12,500 0 12,500
2,000 SDL, Incorporated 0 79,250 79,250
7,150 Smart Modular Technologies Incorporated 27,750 142,912 170,662
11,825 Systems & Computers Technology Corporation 0 162,594 162,594
300 Verisign Incorporated 17,738 0 17,738
$ 142,045 $ 384,756 $ 526,801
CONSUMER BASIC
10,800 ACNielsen Corporation $ 0 $ 305,100 $ 305,100
18,375 Foodmaker, Incorporated 16,547 388,852 405,399
4,100 Henry Schein, Incorporated 0 183,475 183,475
14,750 Ivex Packaging Corporation 0 342,938 342,938
10,225 Michael Foods, Incorporated 0 306,750 306,750
1,200 Mid Atlantic Medical Services 11,775 0 11,775
4,850 QuadraMed Corporation 0 99,425 99,425
11,900 Rayovac Corporation 0 317,581 317,581
7,500 True North Communications, Incorporated 0 201,563 201,563
$ 28,322 $ 2,145,684 $ 2,174,006
CONSUMER DISCRETIONARY
10,300 Central Garden & Pet Company $ 0 $ 148,063 $ 148,063
4,785 CKE Restaurants, Incorporated 0 140,858 140,858
7,500 Fresh Del Monte Produce, Incorporated 0 162,656 162,656
10,500 Guitar Center, Incorporated 0 258,563 258,563
16,350 Musicland Stores Corporation 0 244,228 244,228
500 Office Depot Incorporated 18,469 0 18,469
10,400 Oshkosh B'Gosh, Incorporated 0 209,950 209,950
8,925 Pep Boys - Manny, Moe & Jack 0 140,011 140,011
12,100 Rainforest Cafe, Incorporated 0 73,356 73,356
500 Rite Aid Corporation 24,780 0 24,780
$ 43,249 $ 1,377,685 $ 1,420,934
ELECTRONICS & RELATED
500 Mettler-Toledo International Incorporated $ 14,030 $ 0 $ 14,030
400 SCI Systems Incorporated 23,100 0 23,100
250 Teradyne Incorporated 10,594 0 10,594
$ 47,724 $ 0 $ 47,724
</TABLE>
S-7
<PAGE>
WELLS FARGO VARIABLE TRUST - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR LIFE & ANNUITY TRUST
STRATEGIC GROWTH FUND AND NORWEST SELECT SMALL COMPANY STOCK FUND(a)
<TABLE>
<CAPTION>
LIFE & ANNUITY TRUST NORWEST SELECT
(UNAUDITED) DECEMBER 31, 1998 STRATEGIC SMALL COMPANY PRO FORMA
GROWTH FUND STOCK FUND COMBINED
SHARES SECURITY DESCRIPTION VALUE(b) VALUES(b) VALUES(b)
<S> <C> <C> <C> <C>
ENERGY & RELATED
7,000 AGL Resources, Incorporated $ 0 $ 161,437 $ 161,437
10,275 Basin Exploration, Incorporated 0 129,080 129,080
2,750 CILCORP, Incorporated 0 168,266 168,266
17,375 El Paso Electric Company 0 152,031 152,031
1,000 Friede Goldman International Incorporated 11,375 0 11,375
1,000 Global Industries Limited 6,125 0 6,125
10,500 Ocean Energy, Incorporated 0 66,281 66,281
600 R & B Falcon Corporation 4,575 0 4,575
3,900 Sierra Pacific Resources 0 148,200 148,200
$ 22,075 $ 825,295 $ 847,370
ENTERTAINMENT & LEISURE
3,500 CEC Entertainment, Incorporated $ 0 $ 97,125 $ 97,125
8,875 Family Golf Centers Incorporated 21,725 135,781 157,506
7,300 HBO & Company 0 209,419 209,419
3,500 Sodak Gaming, Incorporated 0 29,094 29,094
$ 21,725 $ 471,419 $ 493,144
FINANCE & RELATED
5,675 BancWest Corporation $ 0 $ 272,400 $ 272,400
23,925 Cash America International, Incorporated 0 363,361 363,361
1,500 Coinstar Incorporated 16,125 0 16,125
5,275 Commercial Federal Corporation 0 122,314 122,314
300 Countrywide Credit Industries Incorporated 15,056 0 15,056
9,575 Downey Financial Corporation 0 243,564 243,564
700 Envoy Corporation 40,775 0 40,775
4,898 FelCor Lodging Trust, Incorporated 0 112,960 112,960
5,000 GBC Bancorp 0 128,750 128,750
8,275 HCC Insurance Holdings, Incorporated 0 145,847 145,847
600 Metris Companies Incorporated 30,188 0 30,188
12,600 Sunstone Hotel Investors, Incorporated 0 118,913 118,913
2,000 Towne Services Incorporated 14,000 0 14,000
6,250 Webster Financial Corporation 0 171,484 171,484
5,620 Westamerica BanCorporation 0 206,535 206,535
$ 116,144 $ 1,886,128 $ 2,002,272
GENERAL BUSINESS
1,600 Access Worldwide Commercial Incorporated $ 13,400 $ 0 $ 13,400
900 Administaff Incorporated 22,500 0 22,500
700 Boron Lepore & Associates Incorporated 24,150 0 24,150
1,000 Convergys Corporation 22,375 0 22,375
1,000 Cunningham Graphics International Incorporated 15,250 0 15,250
700 Ha-Lo Industries Incorporated 26,338 0 26,338
3,400 Harman International Industries, Incorporated 0 129,625 129,625
2,500 Informix Corporation 24,688 0 24,688
12,825 Keystone Automotive Industies, Incorporated 0 268,523 268,523
800 Metamor Worldwide Incorporated 20,000 0 20,000
2,575 National Data Corporation 0 125,370 125,370
500 Network Appliance Incorporated 22,500 0 22,500
600 Parexel International Corporation 15,000 0 15,000
800 Profit Recovery Group Incorporated 29,950 0 29,950
1,000 School Specialty Incorporated 21,375 0 21,375
15,000 SCP Pool Corporation 0 226,875 226,875
15,050 Stericycle, Incorporated 0 242,681 242,681
10,375 Sykes Enterprises, Incorporated 0 316,438 316,438
16,175 Tetra Tech, Incorporated 0 437,736 437,736
500 Young & Rubicam Incorporated 16,188 0 16,188
$ 273,714 $ 1,747,248 $ 2,020,962
HEALTHCARE
11,700 American Retirement Corporation $ 0 $ 183,544 $ 183,544
1,000 Anesta Corporation 26,625 0 26,625
5,375 Barr Laboratories, Incorporated 0 258,000 258,000
600 Biochem Pharma Incorporated 17,175 0 17,175
500 Biomatrix Incorporated 29,125 0 29,125
400 Centocor Incorporated 18,050 0 18,050
800 Closure Medical Corporation 23,850 0 23,850
500 Coulter Pharmaceutical Incorporated 15,000 0 15,000
1,000 Infocure Corporation 32,750 0 32,750
11,075 Maxxim Medical, Incorporated 0 329,481 329,481
800 Pharmaceutical Product Development 24,050 0 24,050
22,600 PhyCor, Incorporated 0 153,963 153,963
700 PSS World Medical Incorporated 16,100 0 16,100
1,000 QLT Phototherapeutics Incorporated 22,750 0 22,750
1,000 Sonus Pharmaceuticals Incorporated 6,750 0 6,750
3,325 Trigon Healthcare, Incorporated 0 124,064 124,064
$ 232,225 $ 1,049,052 $ 1,281,277
</TABLE>
S-8
<PAGE>
WELLS FARGO VARIABLE TRUST - SMALL CAP FUND
PRO FORMA PORTFOLIO OF INVESTMENTS FOR LIFE & ANNUITY TRUST
STRATEGIC GROWTH FUND AND NORWEST SELECT SMALL COMPANY STOCK FUND(a)
<TABLE>
<CAPTION>
LIFE & ANNUITY TRUST NORWEST SELECT
(UNAUDITED) DECEMBER 31, 1998 STRATEGIC SMALL COMPANY PRO FORMA
GROWTH FUND STOCK FUND COMBINED
SHARES SECURITY DESCRIPTION VALUE(b) VALUES(b) VALUES(b)
<S> <C> <C> <C> <C>
TELECOMMUNICATIONS
8,200 COMSAT Corporation $ 0 $ 295,200 $ 295,200
11,075 International Telecommunication
Data Systems Incorporated 0 151,556 151,556
500 Level One Communications Incorporated 17,750 0 17,750
250 Panamsat Corporation 9,734 0 9,734
750 Star Telecommunications Incorporated 9,140 0 9,140
8,475 Valassis Communications, Incorporated 0 437,522 437,522
$ 36,624 $ 884,278 $ 920,902
TRANSPORTATION
700 Atlantic Coast Airlines Incorporated $ 17,500 $ 0 $ 17,500
5,250 Swift Transportation Company, Incorporated 0 147,164 147,164
700 Wisconsin Central Transportation 12,030 0 12,030
$ 29,530 $ 147,164 $ 176,694
TOTAL COMMON STOCKS 1,213,540 12,408,608 13,622,148
SHORT-TERM INSTRUMENTS
385,946 Fidelity Money Market Fund $ 0 $ 385,946 $ 385,946
234,527 Provident Money Market Fund 0 234,527 234,527
$ 0 $ 620,473 $ 620,473
TOTAL INVESTMENTS IN SECURITIES $1,213,540 $13,029,081 $14,242,621
(Cost $12,603,550)
</TABLE>
(a) Due to different investment objectives, certain of these
securities will be sold by the Investment Manager as part of
the reorganization.
(b) See historical financial statements and footnotes thereto of
each of the Funds regarding valuation of securities.
S-9
<PAGE>
WELLS FARGO VARIABLE ANNUITY TRUST
Notes to Pro Forma Financial Statements (Unaudited)
1. BASIS OF COMBINATION
The accompanying unaudited Pro Forma Combining Portfolio of Investments and
Statement of Assets and Liabilities and the Statement of Operations reflect the
accounts of Norwest Select Funds ("Select") and Life & Annuity Trust ("LAT") for
the year ended December 31, 1998. These statements have been derived from the
annual reports of Advantage and Select.
There are no pro forma financial statements for The Wells Fargo Variable
Trust Large Company Growth Fund because all of its net assets will come from
the Norwest Select ValuGrowth Stock Fund.
The pro forma statements give effect to the proposed transfer of the assets and
stated liabilities as follows:
<TABLE>
<CAPTION>
Life & Annuity Trust Fund Norwest Select Fund Combined Fund
--------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Allocation Fund Income Fund Corporate Bond Fund
Strategic Growth Fund Small Company Stock Fund Small Cap Fund
--------------------------------------------------------------------------------------------------
</TABLE>
Under generally accepted accounting principles, the historical cost of the
investment securities will be carried forward to the surviving entity. The pro
forma combining statements have been prepared based upon the proposed structure
of the new Wells Fargo Variable Annuity Trust (the "Trust") utilizing proposed
fee data and historical data of the Select and LAT Funds (the "Predecessor
Funds").
The Pro Forma Combining Portfolio of Investments, Statement of Assets and
Liabilities and Statement of Operations should be read in conjunction with the
historical financial statements of the Predecessor Funds.
For the year ended December 31, 1998, the pro forma adjusted investment advisory
fees for the Funds are as follows:
<TABLE>
<CAPTION>
Fund % of Average Daily Net Assets
---- ------------------------------
<S> <C>
Corporate Bond Fund 0.45
Large Company Growth Fund 0.55
Small Cap Fund 0.75
</TABLE>
For the year ended December 31, 1998, the pro forma adjusted administration fees
were computed based on the annual rate of 0.15% of the average daily net assets
of the Funds.
The pro forma adjusted transfer agency fees for the year ended December 31,
1998, were calculated on a per shareholder account basis.
For the year ended December 31, 1998, the pro forma distribution fees were
computed based on an annual rate of 0.25%.
For the year ended December 31, 1998, the pro forma custody fees were computed
based on an annual rate of 0.02%.
The pro forma adjustments to portfolio accounting and directors' fees reflect
contracts of the Funds.
The pro forma adjustments to legal and audit, registration, and shareholder
reports fees reflect the estimated differences resulting from having a single
entity with a greater level of net assets and number of shareholders, savings
due to economies of scale and decreases in certain expenses duplicated between
the funds.
S-10
<PAGE>
2. PORTFOLIO VALUATION
Investments in securities in the pro forma financial statements are valued in
accordance with the description of their respective prospectuses.
3. CAPITAL SHARES
The Pro Forma Combining Statement of Assets and Liabilities assumes the
issuance or reduction of shares of each of the Predecessor Funds merging into
the Trust as if the reorganization had taken place on December 31, 1998, and
is based on the net asset value of the surviving legal entity. The Corporate
Bond Fund has no accounting survivor and its net asset value at inception
will be $10.00. The pro forma number of shares of each of the consolidated
funds is as follows:
<TABLE>
<CAPTION>
Fund Pro Forma Shares Outstanding
---- ----------------------------
<C> <C>
Corporate Bond Fund 5,693,008
Small Cap Fund 1,330,251
</TABLE>
4. INVESTMENT OBJECTIVE AND POLICIES
These statements do not reflect the effects of the proposed differing investment
objectives and policies of certain of the Funds.
S-11
<PAGE>
PART C
ITEM 15. INDEMNIFICATION.
Incorporated by reference to Item 25 of Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74283;
811-09255, filed June 3, 1999 (accession number 0000929624-99-001068).
ITEM 16. EXHIBITS.
(1) Incorporated by reference to Item 23, Exhibit (a) of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74283; 811-09255, filed June 3, 1999 (accession number
0000929624-99-001068).
(2) Not applicable.
(3) Not applicable.
(4) Forms of Agreements and Plans of Reorganization as Filed as Exhibit A to
Part A are incorporated by reference to Registrant's Registration Statement
on Form N-14 (File Nos. 333-6831; 811-09255, filed April 22, 1999.
(5) Not Applicable.
(6) Incorporated by reference to Item 23, Exhibits (d)(1), (d)(2)(ii), and
(d)(2)(iii) of Post-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File Nos. 333-74283; 811-09255, filed June 3, 1999
(accession number 0000929624-99-001068).
(7) Incorporated by reference to Item 23, Exhibit (e) of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74283; 811-09255, filed June 3, 1999 (accession number
0000929624-99-001068).
(8) Not applicable.
(9) Incorporated by reference to Item 23, Exhibits (g)(1) and (2) of
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 333-74283; 811-09255, filed June 3, 1999 (accession
number 0000929624-99-001068).
(10) Incorporated by reference to Item 23, Exhibit (m) of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74283; 811-09255, filed June 3, 1999 (accession number
0000929624-99-001068).
(11) Incorporated by reference to Item 23, Exhibit (i) of Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74283; 811-09255, filed June 3, 1999 (accession number
0000929624-99-001068).
(12) Opinion of KPMG LLP as to the tax consequences of the reorganization, to be
Filed by Post-Effective Amendment at a reasonably prompt time after the
closing date of the reorganization.
(13) Incorporated by reference to Item 23, Exhibit (h)(1), (2), and (3)
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File Nos. 333-74283; 811-09255, filed June 3, 1999 (accession
number 0000929624-99-001068).
(14) Consent of Independent Auditors, filed herewith.
(15) Not applicable.
(16) Powers of Attorney. Filed herewith.
(17) Not applicable.
ITEM 17. UNDERTAKINGS.
(1) Not applicable.
(2) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement on Form N-1A pursuant to Rule 485(b) under the Securities Act of 1933,
and has duly caused this Amendment to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Little Rock, State of
Arkansas, on the 3rd day of June, 1999.
<TABLE>
<S> <C> <C>
WELLS FARGO VARIABLE TRUST
By: /s/ RICHARD H BLANK, JR.
-----------------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
</TABLE>
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 on the 3rd day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
----------------------------------- --------------------------
<S> <C> <C> <C>
1) Principal
Executive Officer
/s/ Chairman and President
---------------------------------
R. Greg Feltus
By: /s/ RICHARD H. BLANK, JR.
---------------------------------
Richard H. Blank, Jr.
(Attorney-in-fact)
2) Principal Financial
and Accounting Officer
/s/ RICHARD H. BLANK, JR. Secretary and Treasurer
---------------------------------
Richard H. Blank, Jr.
3) A Majority of the Trustees
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 Trustee
Donald C. Willeke Trustee
By: /s/ RICHARD H. BLANK,
JR.
--------------------------
Richard H. Blank, Jr.
(Attorney-in-fact)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
(14) Independent Auditor's Consent
(16) Powers of Attorney.
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Life & Annuity Trust
The Board of Trustees
Norwest Select Funds:
In connection with the combined registration statement/proxy statement on
Form N-14 filed by the Wells Fargo Variable Trust, we consent to incorporation
by reference of our reports.
/S/ KPMG LLP
San Francisco, California
June 2, 1999
<PAGE>
POWER OF ATTORNEY
Robert C. Brown, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Robert C. Brown
---------------------------------------
Robert C. Brown
<PAGE>
POWER OF ATTORNEY
Donald H. Burkhardt, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true
and lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable Wells Fargo Variable Trust (the "Trust"), to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement on Form N-1A
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and
on behalf of the undersigned as a trustee of the Trust any and all such
amendments filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned
does hereby ratify and confirm all that said attorneys-in-fact and agents
shall do or cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Donald H. Burkhardt
---------------------------------------
Donald H. Burkhardt
<PAGE>
POWER OF ATTORNEY
Jack S. Euphrat, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Jack S. Euphrat
---------------------------------------
Jack S. Euphrat
<PAGE>
POWER OF ATTORNEY
Thomas S. Goho, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Thomas S. Goho
---------------------------------------
Thomas S. Goho
<PAGE>
POWER OF ATTORNEY
Peter G. Gordon, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Peter G. Gordon
---------------------------------------
Peter G. Gordon
<PAGE>
POWER OF ATTORNEY
W. Rodney Hughes, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ W. Rodney Hughes
---------------------------------------
W. Rodney Hughes
<PAGE>
POWER OF ATTORNEY
Richard M. Leach, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Richard M. Leach
---------------------------------------
Richard M. Leach
<PAGE>
POWER OF ATTORNEY
J. Tucker Morse, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ J. Tucker Morse
---------------------------------------
J. Tucker Morse
<PAGE>
POWER OF ATTORNEY
Timothy J. Penny, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Timothy J. Penny
---------------------------------------
Timothy J. Penny
<PAGE>
POWER OF ATTORNEY
Donald C. Willeke, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus and Richard H. Blank, Jr., his true and lawful
attorneys-in-fact and agents, each individually, with power of substitution
or resubstitution, to do any and all acts and things and to execute any and
all instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable Wells Fargo
Variable Trust (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing and
effectiveness of the Trust's Registration Statement on Form N-1A pursuant to
said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee of the Trust any and all such amendments filed with
the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents shall do or
cause to be done by virtue thereof.
Effective Date:
March 25, 1999
/s/ Donald C. Willeke
---------------------------------------
Donald C. Willeke
