<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1999
REGISTRATION NO. 333-74283; 811-09255
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. / /
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. / /
------------------------
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
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THIS REGISTRATION STATEMENT.
The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940; accordingly, no fee is payable herewith.
It is proposed that this filing will become effective on May 25, 1999
pursuant to Rule 488 under the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
NORWEST SELECT FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
May [ ], 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 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 fund groups 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 and investment
strategies.
- Wells Fargo Bank will pay all of the costs of the reorganization.
1
<PAGE>
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.
Please read the enclosed proxy materials and consider the information provided.
We encourage you to complete and mail your proxy card promptly.
Very truly yours,
[NAME]
[TITLE]
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 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
a.m. at the principal office of , 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).
<TABLE>
<S> <C>
By Order of the Board of Trustees
-------------------------------------------
</TABLE>
June , 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
, 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 plan to consolidate the Wells Fargo Bank fund family with the Norwest
Select 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 following LAT
Funds and NS Funds into the corresponding WFVT Fund:
<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>
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 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 or
NC Fund will continue its operations and its Trustees will consider what further
action is necessary.
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
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 Policies........................ 8
Common Risk Considerations.............................................. 11
Comparison of Shareholder Services and Procedures....................... 12
Federal Income Tax Consequences.........................................
Comparison of Investment Advisers and Investment Advisory Fees.......... 12
Comparison of Business Structures....................................... 12
Information About the Proposed Transaction................................ 13
Exhibit A: Agreements and Plan of Reorganization.......................... A-1
Exhibit B: Comparison of Investment Objectives and Strategies............. B-1
Exhibit C: Comparison of Shareholder Services and Procedures.............. C-1
Exhibit D: Comparison of Investment Advisers and Investment Advisory
Fees.................................................................... D-1
Exhibit E: Comparison of Other Service Providers.......................... E-1
Exhibit F: Comparison of Business Structures.............................. F-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. As a result of the reorganization, you will
receive, WFVT Fund shares 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 similarities 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.
3. The improved operating efficiencies of the combined Funds.
4. The expenses of the reorganization, all of which will be borne by Wells
Fargo.
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 .
7
<PAGE>
SUMMARY
The following summary highlights any 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. Wells Fargo, as
investment advisor to the WFVT Funds, however, has agreed to fee waivers for one
year so that the operating expense ratios will be at or close to the current
expense ratios.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
LAT FUND NS FUND WFVT FUND
(CURRENT) (CURRENT) (PROJECTED)
- ----------------------------------------------------------------------------------------------
BEFORE WAIVER AFTER WAIVER BEFORE WAIVER AFTER WAIVER BEFORE WAIVER AFTER WAIVER
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LAT U.S. GOVERNMENT ALLOCATION NS INCOME FUND WFVT CORPORATE BOND FUND
FUND
1.23 0.99 1.97 0.60 1.23 0.90
-- NS VALUGROWTH STOCK FUND WFVT LARGE COMPANY GROWTH FUND
1.50 0.80 1.23 1.00
LAT STRATEGIC GROWTH FUND NS SMALL COMPANY STOCK FUND WFVT SMALL CAP FUND
1.23 1.10 1.88 0.80 1.91 1.20
</TABLE>
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
This 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 B. You can find complete information on a Fund in its prospectus and
SAI.
Each LAT Fund and NS Fund and its corresponding WFVT Fund pursue similar
investment objectives and hold substantially similar securities. As a result,
the proposed reorganization of the LAT Funds and NS Funds will not cause
significant portfolio turnover or transaction expenses due to the WFVT Funds'
disposal of securities that are incompatible with the objectives of the Funds.
8
<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>
9
<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 is the model for and its
STOCK FUND appreciation. investment strategies are
substantially the same as the
WFVT Large Company Growth Fund
described below.
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>
10
<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 long-term capital The Fund invests in equity
appreciation. securities of domestic and
foreign companies whose market
capitalization falls within the
range of the Russell 2000 Index,
which is considered a small
capitalization index. 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. Because of the similarities in investment objectives and strategies,
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.
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, in foreign companies
(including
11
<PAGE>
investments made through ADR's and similar instruments), and in emerging markets
are subject to additional risks, including less liquidity and greater price
volatility. A Fund's investments in foreign companies and emerging markets are
also subject to special risks associated with international investing, including
currency, political, regulatory and diplomatic risks.
DEBT SECURITIES. The 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.
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 C.
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 D.
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 E.
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. WFVT Fund shareholders will not be able to vote to remove Trustees from
the Board of Trustees. For more information on the comparison of business
structures of the Funds, see Exhibit F.
COMPARISON OF POLICIES
After the reorganization, the WFVT Funds will have fewer "fundamental"
policies, which can only be changed by a shareholder vote, that restrict the
Funds' ability to respond to new developments and changing trends in the
marketplace.
12
<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 Stephens, Inc., 111 Center
Street, Little Rock, Arkansas 72201 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 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
will not count abstentions to determine whether the proposal has been
approved.
13
<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 NAF 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 the outstanding shares, will wind up
the affairs, and terminate the Funds as soon as is reasonably possible after the
reorganization.
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 included as Exhibit A.
At a meeting on March 25, 1999, the Trustees of the LAT Funds and the NS
Funds unanimously approved the reorganization plans and determined that the
reorganization of the LAT Funds and the NS Funds into the WFVT Funds would be in
the best interests of each Fund. At a meeting on March 26, 1999, the Trustees of
the WFVT Funds unanimously approved the reorganization plans. The Trustees
further
14
<PAGE>
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 $[__] billion 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.
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:
15
<PAGE>
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 CORPORATE BOND FUND............................................. $ 56,930,080 5,693,008 $ 10.00(a)
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 SMALL CAP FUND.................................................. $ 14,498,608 1,651,547 $ 10.88
NS ValuGrowth Stock Fund................................................ $ 35,815,996 1,798,215 $ 19.92
PRO FORMA WFVT LARGE COMPANY GROWTH FUND.................................. $ 35,815,996 3,582,044 $ 10.00(b)
</TABLE>
(a) The WFVT Corporate Bond Fund will have a net asset value of $10.00 at
inception, as it will not have any historical accounting data.
(b) The Wells Fargo Variable Annuity Large Company Growth Fund will have a net
asset value of $10.00 at inception, as it will not have any historical
accounting data.
FEES AND EXPENSES OF THE REORGANIZATION
Wells Fargo 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 NS Income Fund
-- NS ValuGrowth-SM- Stock Fund
LAT Strategic Growth Fund NS Small Company Stock Fund
</TABLE>
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 to be Inserted]
To the knowledge of the LAT Funds and NS Funds, the following persons owned
of record or beneficially, 25% or more of the outstanding shares of each of LAT
Fund and/or NS Fund:
[Table to be Inserted]
16
<PAGE>
EXHIBIT A--AGREEMENTS AND PLANS OF REORGANIZATION
LIFE & ANNUITY TRUST
AGREEMENT AND
PLAN OF
REORGANIZATION
MARCH 25, 1999
A-1
<PAGE>
This AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") is made as of this 25th
day of March, 1999, by and between Wells Fargo Variable Trust ("Variable
Trust"), a Delaware business trust, for itself and on behalf of its series
listed in the Acquiring Funds column below (each an "Acquiring Fund") and Life &
Annuity Trust ("LAT"), a Delaware business trust, for itself and on behalf of
its series listed in the Target Funds column below (each a "Target Fund").
<TABLE>
<CAPTION>
TARGET FUNDS ACQUIRING FUNDS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Asset Allocation Fund Asset Allocation Fund
Equity Value Fund Equity Value Fund
Growth Fund Growth Fund
Money Market Fund Money Market Fund
Strategic Growth Fund Small Cap Fund
U.S. Government Allocation Fund Corporate Bond Fund
</TABLE>
WHEREAS, Variable Trust and LAT are open-end management investment companies
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the parties desire that each Acquiring Fund acquire the assets and
assume the liabilities of the Target Fund listed opposite the Acquiring Fund
("Corresponding Target Fund") in exchange for shares of equal value of the
Acquiring Fund and the distribution of the shares of the Acquiring Fund to the
shareholders of the Corresponding Target Fund in connection with the dissolution
and liquidation of the Corresponding Target Fund (each transaction between an
Acquiring Fund and its Corresponding Target Fund, a "Reorganization"); and
WHEREAS, the parties intend that each Reorganization qualify as a
"reorganization," within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and that each Acquiring Fund and its
Corresponding Target Fund be a "party to a reorganization," within the meaning
of Section 368(b) of the Code, with respect to that Reorganization;
NOW, THEREFORE, in accordance with the mutual promises described herein, the
parties agree as follows:
1. DEFINITIONS.
The following terms shall have the following meanings:
<TABLE>
<CAPTION>
1933 ACT...................... The Securities Act of 1933, as amended.
<S> <C>
1934 ACT...................... The Securities Exchange Act of 1934, as amended.
ACTIVE REORGANIZATION......... The Strategic Growth Fund and U.S. Government Allocation
Fund Reorganizations.
ASSETS........................ All property and assets of any kind and all interests,
rights, privileges and powers of a Target Fund, whether or
not determinable at the Target Fund's Effective Time and
wherever located. Assets include all cash, cash equivalents,
securities, claims (whether absolute or contingent, Known or
unknown, accrued or unaccrued or conditional or unmatured),
contract rights and receivables (including dividend and
interest receivables) owned by the Target Fund and any
deferred or prepaid expense shown as an asset on the Target
Fund's books.
ASSETS LIST................... A list of securities and other Assets and Known Liabilities
of a Target Fund.
CLOSING DATE.................. September 18, 1999, or such other date as the parties may
agree to in writing with respect to a Reorganization.
EFFECTIVE TIME................ The business day following the Closing Date of a
Reorganization, or such other date as the parties may agree
to in writing.
</TABLE>
A-2
<PAGE>
<TABLE>
<S> <C>
FUND.......................... An Acquiring Fund or a Target Fund.
HSR ACT....................... The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
KNOW, KNOWN OR KNOWLEDGE...... Known after reasonable inquiry.
LIABILITIES................... All liabilities of a Target Fund existing at the Target
Fund's Effective Time, whether Known or unknown, accrued or
unaccrued, absolute or contingent or conditional or
unmatured.
N-14 REGISTRATION STATEMENT... The Registration Statement of Variable Trust on Form N-14
under the 1940 Act that will register the shares of the
Acquiring Funds to be issued in the Active Reorganizations
and will include the proxy materials necessary for the
shareholders of the Corresponding Target Funds to approve
the Active Reorganizations.
MATERIAL AGREEMENTS........... The agreements set forth in Schedule A.
SCHEDULE 14A PROXY The proxy materials of LAT on Schedule 14A under the 1934
STATEMENT.................... Act that will seek approval of the Shell Reorganizations by
shareholders of all Funds other than the Active
Reorganization Funds.
SCHEDULE A.................... Schedule A to this Plan.
SCHEDULE B.................... Schedule B to this Plan.
SCHEDULE C.................... Schedule C to this Plan.
SCHEDULE D.................... Schedule D to this Plan.
SHELL REORGANIZATION.......... The Asset Allocation, Equity Value, Growth, and Money Market
Funds Reorganizations.
TARGET FINANCIAL STATEMENTS... The audited financial statements of each Target Fund for its
most recently completed fiscal year and, if applicable, the
unaudited financial statements of each Target Fund for its
most recently completed semi-annual period.
TRANSFER DOCUMENTS............ Such bills of sale, assignments, certificates and other
instruments of transfer as Variable Trust deems desirable to
transfer to an Acquiring Fund all right and title to and
interest in the Corresponding Target Fund's Assets.
VALUATION TIME................ The time on a Reorganization's Closing Date, or such other
date as the parties may agree to in writing, that Variable
Trust determines the net asset value of the shares of the
Acquiring Fund and LAT determines the net value of the
Assets of the Corresponding Target Fund. Unless otherwise
agreed to in writing, the Valuation Time of a Reorganization
shall be at the time of day then set forth in the Acquiring
Fund's and Target Fund's Registration Statement on Form N-1A
as the time of day at which net asset value is calculated.
</TABLE>
2. REGULATORY FILINGS AND SHAREHOLDER ACTION.
(a) Variable Trust shall promptly prepare and file the N-14 Registration
Statement with the SEC. Variable Trust also shall make any appropriate filings
including, without limitation, filings: (i) with state or foreign securities
regulatory authorities or (ii) under the HSR Act.
(b) LAT shall promptly prepare and file the Schedule 14A Proxy Statement
with the SEC. LAT also shall make any appropriate filings, including, without
limitation, filings under the HSR Act.
(c) As soon as practicable after the effective dates of the N-14
Registration Statement and Schedule 14A Proxy Statement, LAT shall hold Target
Fund shareholder meetings to consider and approve this Plan, the Reorganizations
and such other matters as the Board of Trustees of LAT may determine.
A-3
<PAGE>
3. TRANSFER OF TARGET FUND ASSETS. LAT and Variable Trust shall take the
following steps with respect to each Reorganization:
(a) On or prior to the Closing Date, LAT shall endeavor to pay or make
reasonable provision to pay out of the Target Fund's Assets all of the
Liabilities, expenses, costs and charges of the Target Fund that are Known to
LAT and that are due and payable as of the Closing Date.
(b) At the Effective Time, LAT shall assign, transfer, deliver and convey
all of the Target Fund's Assets to the Acquiring Fund, subject to all of the
Target Fund's Liabilities. Variable Trust shall then accept the Target Fund's
Assets and assume the Target Fund's Liabilities such that at and after the
Effective Time (i) all of the Target Fund's Assets at or after the Effective
Time shall become and be the Assets of the Acquiring Fund and (ii) all of the
Target Fund's Liabilities at the Effective Time shall attach to the Acquiring
Fund, enforceable against the Acquiring Fund to the same extent as if initially
incurred by the Acquiring Fund.
(c) Within a reasonable time prior to the Closing Date, LAT shall provide
the Target Fund's Assets List to Variable Trust. The parties agree that the
Target Fund may sell any asset on the Assets List prior to the Target Fund's
Effective Time. After LAT provides the Assets List, the Target Fund will not
acquire any additional securities or permit to exist any encumbrances, rights,
restrictions or claims not reflected on the Assets List, without the prior
written approval of Variable Trust. Within a reasonable time after receipt of
the Assets List and prior to the Closing Date, Variable Trust will advise LAT in
writing of any investments shown on the Assets List that Variable Trust has
determined to be inconsistent with the investment objective, policies and
restrictions of the Acquiring Fund. LAT will dispose of any such securities
prior to the Closing Date to the extent practicable and consistent with
applicable legal requirements, including the Target Fund's investment
objectives, policies and restrictions. In addition, if Variable Trust determines
that, as a result of the Reorganization, the Acquiring Fund would own an
aggregate amount of an investment that would exceed a percentage limitation
applicable to the Acquiring Fund, Variable Trust will advise LAT in writing of
any such limitation and LAT shall dispose of a sufficient amount of such
investment as may be necessary to avoid the limitation as of the Effective Time,
to the extent practicable and consistent with applicable legal requirements,
including the Target Fund's investment objectives, policies and restrictions.
(d) LAT shall assign, transfer, deliver and convey the Target Fund's Assets
to the Acquiring Fund at the Reorganization's Effective Time on the following
basis:
(1) In exchange for the transfer of the Assets, Variable Trust shall
simultaneously issue and deliver to the Target Fund full and fractional
shares of beneficial interest of the Acquiring Fund. Variable Trust shall
determine the number of shares of the Acquiring Fund to issue by dividing
the net value of the Assets of the Target Fund by the net asset value of one
Acquiring Fund share. Based on this calculation, Variable Trust shall issue
shares of beneficial interest of the Acquiring Fund with an aggregate net
asset value equal to the net value of the Assets of the Target Fund.
(2) The parties shall determine the net asset value of the Acquiring
Fund shares to be delivered, and the net value of the Assets to be conveyed,
as of the Valuation Time substantially in accordance with Variable Trust's
current valuation procedures. The parties shall make all computations to the
fourth decimal place or such other decimal place as the parties may agree to
in writing.
(3) LAT shall transfer the Assets with good and marketable title to the
custodian for the account of the Acquiring Fund. LAT shall transfer all cash
in the form of immediately available funds payable to the order of Variable
Trust's custodian for the account of the Acquiring Fund. LAT shall transfer
any Assets that were not transferred to Variable Trust's custodian at the
Effective Time to Variable Trust's custodian at the earliest practicable
date thereafter.
4. DISSOLUTION AND LIQUIDATION OF TARGET FUNDS, REGISTRATION OF SHARES AND
ACCESS TO RECORDS. LAT and Variable Trust also shall take the following steps
for each Reorganization:
A-4
<PAGE>
(a) At or as soon as reasonably practical after the Effective Time, LAT
shall dissolve and liquidate the Target Fund by transferring to shareholders of
record of the Target Fund full and fractional shares of beneficial interest of
the Acquiring Fund equal in value to the shares of the Target Fund held by the
shareholder. Each shareholder also shall have the right to receive any unpaid
dividends or other distributions that LAT declared with respect to the
shareholder's Target Fund shares before the Effective Time. Variable Trust shall
record on its books the ownership by the shareholders of the respective
Acquiring Fund shares; LAT shall simultaneously redeem and cancel on its books
all of the issued and outstanding Target Fund shares. Variable Trust shall not
issue certificates representing Acquiring Fund shares in the Reorganization. LAT
shall then wind up the affairs of the Target Fund and shall take all steps as
are necessary and proper to terminate the Target Fund as soon as is reasonably
possible after the Effective Time and in accordance with all applicable laws and
regulations. The winding-up of the affairs of the Target Fund shall not cause
the affairs of any other Target Fund to wind-up.
(b) If a former Target Fund shareholder requests a change in the
registration of the shareholder's Acquiring Fund shares to a person other than
the shareholder, Variable Trust shall require the shareholder to (i) furnish
Variable Trust an instrument of transfer properly endorsed and otherwise in
proper form for transfer and (ii) pay to the Acquiring Fund any transfer or
other taxes required by reason of such registration or establish to the
reasonable satisfaction of Variable Trust that such tax has been paid or does
not apply.
(c) At and after the Closing Date, LAT shall provide Variable Trust and its
transfer agent with immediate access to: (i) all records containing the names,
addresses and taxpayer identification numbers of all of the Target Fund
shareholders and the number and percentage ownership of the outstanding shares
of the Target Fund owned by each shareholder as of the Effective Time and (ii)
all original documentation (including all applicable Internal Revenue Service
forms, certificates, certifications and correspondence) relating to the Target
Fund shareholders' taxpayer identification numbers. LAT shall preserve and
maintain, or shall direct its service providers to preserve and maintain,
records with respect to the Target Fund as required by Section 31 of and Rules
31a-1 and 31a-2 under the 1940 Act.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LAT. LAT, on
behalf of itself and, as appropriate, the Target Funds, represents and warrants
to, and agrees with, Variable Trust as follows:
(a) LAT is a business trust duly created, validly existing and in good
standing under the laws of the State of Delaware. The Board of Trustees of LAT
duly established and designated each Target Fund as a series of LAT. LAT is
registered with the SEC as an open-end management investment company under the
1940 Act, and such registration is in full force and effect.
(b) LAT has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as now being conducted and described in its currently
effective Registration Statement on Form N-1A, to enter into this Plan and to
consummate the transactions contemplated herein.
(c) The Board of Trustees of LAT has duly authorized the execution and
delivery of the Plan and the transactions contemplated herein. Duly authorized
officers of LAT have executed and delivered the Plan. The Plan represents a
valid and binding contract, enforceable in accordance with its terms, subject as
to enforcement to bankruptcy, insolvency, reorganization, arrangement,
moratorium, and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles. The execution and
delivery of this Plan does not, and, subject to the approval of shareholders
referred to in Section 2, the consummation of the transactions contemplated by
this Plan will not, violate LAT's Trust Instrument or By-Laws or any Material
Agreement. Except for the approval of Target Fund shareholders, LAT does not
need to take any other action to authorize its officers to effectuate this Plan
and the transactions contemplated herein.
(d) Each Target Fund has qualified as a regulated investment company under
Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, in respect of each
taxable year since the commencement of its
A-5
<PAGE>
operations and qualifies and shall continue to qualify as a regulated investment
company for its taxable year ending upon its liquidation.
(e) The materials included within the N-14 Registration Statement when filed
with the SEC, when Part A of the N-14 Registration Statement is distributed to
shareholders, at the time of the Target Fund shareholder meetings for the Active
Reorganizations and at the Effective Time of each Active Reorganization, insofar
as they relate to LAT or the Target Fund: (i) shall comply in all material
respects with the applicable provisions of the 1933 Act, the 1934 Act and the
1940 Act, the rules and regulations thereunder and state securities laws and
(ii) shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements made therein not misleading.
(f) The materials included within the Schedule 14A Proxy Statement when
filed with the SEC, when distributed to shareholders and at the time of the
Income Equity Fund shareholder meeting, insofar as they relate to LAT and Income
Equity Fund of LAT: (i) shall comply in all material respects with the
applicable provisions of the 1934 Act and the 1940 Act, the rules and
regulations thereunder and state securities laws and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein not
misleading.
(g) LAT has duly authorized and validly issued all of the issued and
outstanding shares of each Target Fund and all of the shares are validly
outstanding, fully paid and non-assessable, and were offered for sale and sold
in conformity with the registration requirements of all applicable federal and
state securities laws. There are no outstanding options, warrants or other
rights to subscribe for or purchase any Target Fund shares, nor are there any
securities convertible into Target Fund shares.
(h) LAT shall operate the business of each Target Fund in the ordinary
course between the date hereof and the Fund's Effective Time, it being agreed
that such ordinary course of business will include the transactions described in
Subsection 3(c) and the declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed advisable in
anticipation of the Fund's Reorganization.
(i) At a Target Fund's Effective Time, the relevant Target Fund will have
good and marketable title to the its Assets and full right, power and authority
to assign, transfer, deliver and convey such Assets.
(j) The Target Financial Statements, copies of which have been previously
delivered to Variable Trust, fairly present the financial positions of each
Target Fund as of the Fund's most recent fiscal year-end and the results of the
Fund's operations and changes in the Fund's net Assets for the periods
indicated. The Target Financial Statements are in accordance with generally
accepted accounting principles consistently applied.
(k) To the Knowledge of LAT, no Target Fund has any Liabilities, whether or
not determined or determinable, other than the Liabilities disclosed or provided
for in the Target Financial Statements, Liabilities incurred in the ordinary
course of business subsequent to the date of the Target Financial Statements and
Liabilities set forth on Schedule B.
(l) Other than the claims, actions, suits, investigations or proceedings set
forth on Schedule C, LAT does not Know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against LAT or
any Target Fund or its Assets or businesses. LAT does not Know of any facts that
it currently has reason to believe are likely to form the basis for the
institution of any such claim, action, suit, investigation or proceeding against
LAT or any Target Fund. For purposes of this provision, investment
underperformance or negative investment performance shall not be deemed to
constitute such facts, provided all required performance disclosures have been
made. Other than the orders, decrees or judgments set forth on Schedule C,
neither LAT nor any Target Fund is a party to or subject to the provisions of
any order, decree or judgment of any court or governmental body that adversely
affects, or is reasonably likely to adversely affect, its financial condition,
results of operations, business, properties or Assets or its ability to
consummate the transactions contemplated by the Plan.
A-6
<PAGE>
(m) Except for contracts, agreements, franchises, licenses or permits entered
into or granted in the ordinary course of its business, in each case under which
no material default exists, LAT is not a party to or subject to any material
contract, debt instrument, employee benefit plan, lease, franchise, license or
permit of any kind or nature whatsoever on behalf of any Target Fund.
(n) LAT has filed the federal income tax returns of each Target Fund, copies
of which have been previously delivered to Variable Trust, for all taxable years
to and including the Fund's most recent taxable year, and has paid all taxes
payable pursuant to such returns. No such return is currently under audit and no
assessment has been asserted with respect to such returns. LAT will file the
federal income tax returns of each Target Fund for its next taxable year on or
before their due date, as the same may be properly extended.
(o) Since the date of the Target Financial Statements, there has been no
material adverse change in the financial condition, results of operations,
business, properties or Assets of any Target Fund. For all purposes under this
Plan, investment underperformance, negative investment performance and/or
investor redemptions shall not be considered material adverse changes, provided
all required performance disclosures have been made.
6. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF VARIABLE
TRUST. Variable Trust, on behalf of itself and, as appropriate, the Acquiring
Funds, represents and warrants to, and agrees with LAT as follows:
(a) Variable Trust is a business trust duly created, validly existing and in
good standing under the laws of the State of Delaware. The Board of Trustees of
Variable Trust duly established and designated each Acquiring Fund as a series
of Variable Trust. As of the Closing Date, Variable Trust will be registered
with the SEC as an open-end management investment company under the 1940 Act.
(b) Variable Trust has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as described in its Registration Statement on Form N-1A as
filed with the SEC, to enter into this Plan and to consummate the transactions
contemplated herein.
(c) The Board of Trustees of Variable Trust has duly authorized execution
and delivery of the Plan and the transactions contemplated herein. Duly
authorized officers of Variable Trust have executed and delivered the Plan. The
Plan represents a valid and binding contract, enforceable in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles. The
execution and delivery of this Plan does not, and the consummation of the
transactions contemplated by this Plan will not, violate the Declaration of
Trust of Variable Trust or any Material Agreement. Variable Trust does not need
to take any other action to authorize its officers to effectuate the Plan and
the transactions contemplated herein.
(d) Each Acquiring Fund shall qualify as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of
its current taxable year.
(e) The N-14 Registration Statement, when filed with the SEC, when Part A of
the N-14 Registration Statement is distributed to shareholders, at the time of
the Target Fund shareholder meetings for the Active Reorganizations and at the
Effective Time of each Active Reorganization, insofar as it relates to Norwest
Select Funds, any series of Norwest Select Funds, Variable Trust or the
Acquiring Funds: (i) shall comply in all material respects with the applicable
provisions of the 1933 Act, the 1934 Act and the 1940 Act, the rules and
regulations thereunder and state securities laws and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein not
misleading.
(f) The Schedule 14A Proxy Statement, when filed with the SEC, when
distributed to shareholders and at the time of the shareholder meeting, insofar
as it relates to Norwest Select Funds, any series of
A-7
<PAGE>
Norwest Select Funds, Variable Trust and the Acquiring Funds: (i) shall comply
in all material respects with the applicable provisions of the 1934 Act and the
1940 Act, the rules and regulations thereunder and state securities laws and
(ii) shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements made therein not misleading.
(g) There shall be no issued and outstanding shares of any Acquiring Fund
prior to the Fund's Closing Date other than those issued to ______________ in
order to commence the operations of Variable Trust. Variable Trust shall duly
authorize the Acquiring Fund shares to be issued and delivered to each
Corresponding Target Fund as of the Target Fund's Effective Time. When issued
and delivered, the Acquiring Fund shares shall be duly and validly issued, fully
paid and non-assessable, and no shareholder of any Acquiring Fund shall have any
preemptive right of subscription or purchase in respect of them. There are no
outstanding options, warrants or other rights to subscribe for or purchase any
Acquiring Fund shares, nor are there any securities convertible into Acquiring
Fund shares.
(h) Variable Trust has not commenced the operations of any Acquiring Fund.
Variable Trust shall not commence the operations of any Acquiring Fund prior to
the Fund's Effective Time.
(i) No Acquiring Fund has any Liabilities, whether or not determined or
determinable, other than the Liabilities set forth on Schedule B.
(j) Variable Trust does not Know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against Variable
Trust or any Acquiring Fund or its Assets or businesses. There are no facts that
Variable Trust currently has reason to believe are likely to form the basis for
the institution of any such claim, action, suit, investigation or proceeding
against Variable Trust or any Acquiring Fund. Neither Variable Trust nor any
Acquiring Fund is a party to or subject to the provisions of any order, decree
or judgment of any court or governmental body that adversely affects, or is
reasonably likely to adversely affect, its financial condition, results of
operations, business, properties or Assets or its ability to consummate the
transactions contemplated herein.
(k) Except for contracts, agreements, franchises, licenses or permits
entered into or granted in the ordinary course of its business, in each case
under which no material default exists, Variable Trust is not a party to or
subject to any material contract, debt instrument, employee benefit plan, lease,
franchise, license or permit of any kind or nature whatsoever on behalf of any
Acquiring Fund.
(l) Variable Trust shall file the federal income tax returns of each
Acquiring Fund for the Fund's current taxable year on or before their due date,
as the same may be properly extended.
(m) Since [March 10, 1999], there has been no material adverse change in the
financial condition, business, properties or Assets of any Acquiring Fund.
7. CONDITIONS TO LAT OBLIGATIONS. The obligations of LAT with respect to
each Reorganization shall be subject to the following conditions precedent:
(a) The Target Fund's shareholders shall have approved the Reorganization in
the manner required by the Trust Instrument of LAT and applicable law. If Target
Fund shareholders fail to approve the Reorganization, that failure shall release
LAT of its obligations under this Plan only with respect to that Reorganization
and not any other Reorganization.
(b) All representations and warranties of Variable Trust made in this Plan
that apply to the Reorganization shall be true and correct in all material
respects as if made at and as of the Valuation Time and the Effective Time.
(c) Variable Trust shall have delivered to LAT a certificate dated as of the
Closing Date and executed in its name by its President or Vice President and its
Treasurer or Assistant Treasurer, in a form reasonably satisfactory to LAT,
stating that the representations and warranties of Variable Trust in this Plan
that apply to the Reorganization are true and correct at and as of the Valuation
Time and that it has approved the
A-8
<PAGE>
Target Fund's Assets as being consistent with its investment objectives,
policies and restrictions and that the Target Fund's Assets may otherwise be
lawfully acquired by the Acquiring Fund.
(d) LAT shall have received an opinion of Morrison & Foerster LLP, as
counsel to Variable Trust, in form and substance reasonably satisfactory to LAT
and dated as of the Closing Date, substantially to the effect that:
(1) Variable Trust is a business trust duly created, validly existing
and in good standing under the laws of the State of Delaware and is an
open-end, management investment company registered under the 1940 Act;
(2) the shares of the Acquiring Fund to be delivered as provided for by
this Plan are duly authorized and upon delivery will be validly issued,
fully paid and non-assessable by Variable Trust;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Declaration of
Trust of Variable Trust or any Material Agreement to which Variable Trust is
a party or by which it is bound; and
(4) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Variable Trust of the Reorganization, except those
that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and
the rules and regulations under those Acts or that may be required under
state securities laws, the HSR Act or subsequent to the Effective Time or
when the failure to obtain the consent, approval, authorization or order
would not have a material adverse effect on the operation of the Acquiring
Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Variable Trust.
(e) LAT shall have received an opinion of Richards, Layton & Finger, as
special counsel to Variable Trust, in form and substance reasonably satisfactory
to LAT and dated as of the Closing Date, substantially to the effect that this
Plan has been duly authorized, executed and delivered by Variable Trust, and,
assuming due authorization, execution and delivery of this Plan by LAT on behalf
of the Target Fund, represents a legal, valid and binding contract, enforceable
in accordance with its terms, subject to the effect of bankruptcy, insolvency,
moratorium, fraudulent conveyance and transfer and similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto,
and further subject to the application of equitable principles in any proceeding
whether at law or in equity or with respect to the enforcement of provisions of
the Plan and the effect of judicial decisions which have held that certain
provisions are unenforceable when their enforcement would violate an implied
covenant of good faith and fair dealing or would be commercially unreasonable or
when default under the Plan is not material. In rendering such opinion, such
counsel may (i) make assumptions regarding the authenticity, genuineness and/or
conformity of documents and copies thereof without independent verification
thereof, (ii) limit such opinion to applicable federal and state law, and (iii)
rely on certificates of officers or trustees of Variable Trust.
(f) LAT shall have received an opinion of KPMG LLP addressed to LAT and
Variable Trust in form and substance reasonably satisfactory to them, and dated
as of the Closing Date, with respect to the tax matters specified in Subsection
8(g).
(g) LAT shall have received (i) a memorandum addressed to LAT and Variable
Trust, in form and substance reasonably satisfactory to them, prepared by
Morrison & Foerster LLP, or another person agreed to in writing by the parties,
concerning compliance with each relevant jurisdiction's securities laws in
connection with Variable Trust's issuance of Acquiring Fund shares, and (ii)
assurance reasonably
A-9
<PAGE>
satisfactory to it that all necessary steps have been taken under all relevant
jurisdictions' securities laws to consummate the Reorganization.
(h) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as appropriate, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, the SEC shall not have
instituted or, to the Knowledge of Variable Trust, contemplated instituting, any
stop order suspending the effectiveness of the N-14 Registration Statement.
(i) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(k) Variable Trust shall have performed and complied in all material
respects with each of its agreements and covenants required by this Plan to be
performed or complied with by it prior to or at the Reorganization's Valuation
Time and Effective Time.
(l) LAT shall have received from Variable Trust a duly executed instrument
whereby the Acquiring Fund assumes all of the Liabilities of the Target Fund in
the form set forth on Schedule D.
(m) If the Reorganization is an Active Reorganization, LAT shall have
received a letter dated as of the Closing Date from KPMG LLP addressed to LAT
and Variable Trust in form and substance reasonably satisfactory to them to the
effect that on the basis of limited procedures as agreed to by LAT and Variable
Trust and described in such letter (but not an examination in accordance with
generally accepted auditing standards):
(1) nothing came to their attention that caused them to believe that the
relevant unaudited pro forma financial statements included in the N-14
Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation S-X
or that the relevant pro forma adjustments have not properly been applied to
the historical amounts in the compilation of those amounts;
(2) the data used in the calculation of the current and pro forma
expense ratios of the Target Fund and the Acquiring Fund appearing in the
N-14 Registration Statement, including the proxy materials, agree with the
underlying accounting records of the Target Fund and the Acquiring Fund, as
appropriate, or with written estimates provided by officers of LAT or
Variable Trust, as appropriate, having responsibility for financial and
reporting matters and were found to be mathematically correct; and
(3) the information relating to the Acquiring Fund and the Target Fund
appearing in the N-14 Registration Statement that is expressed in dollars or
percentages of dollars has been obtained from the accounting records of the
Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of LAT or Variable Trust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(n) With respect to the Shell Reorganization, LAT shall have received a
letter dated as of the Closing Date from KPMG LLP addressed to LAT and Variable
Trust in form and substance reasonably satisfactory to them to the effect that
on the basis of limited procedures as agreed to by LAT and Variable Trust and
described in such letter (but not an examination in accordance with generally
accepted auditing standards):
(1) the data used in the calculation of any expense ratios of the Target
Fund and the Acquiring Fund appearing in the Schedule 14A Proxy Statement
agree with the underlying accounting records of
A-10
<PAGE>
the Target Fund and the Acquiring Fund, as appropriate, or with written
estimates provided by officers of LAT or Variable Trust, as appropriate,
having responsibility for financial and reporting matters and were found to
be mathematically correct; and
(2) the information relating to the Acquiring Fund and the Target Fund
appearing in the Schedule 14A Proxy Statement that is expressed in dollars
or percentages of dollars has been obtained from the accounting records of
the Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of LAT or Variable Trust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(o) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 10 of this Plan.
(p) LAT shall have received such assurances as it deems appropriate from
Wells Fargo Bank, N.A. regarding payment of the expenses incurred in connection
with the Reorganizations.
8. CONDITIONS TO VARIABLE TRUST OBLIGATIONS. The obligations of Variable
Trust with respect to each Reorganization shall be subject to the following
conditions precedent:
(a) The Target Fund's shareholders shall have approved the Reorganization in
the manner required by the Trust Instrument of LAT and applicable law. If Target
Fund shareholders fail to approve the Reorganization, that failure shall release
Variable Trust of its obligations under this Plan only with respect to that
Reorganization, and not any other Reorganization.
(b) LAT shall have obtained and delivered to Variable Trust a statement of
Assets and Liabilities of the Target Fund, showing the tax costs of such Assets
by lot and the holding periods of such Assets, as of the Valuation Time,
certified by the Treasurer or Assistant Treasurer of LAT as having been prepared
in accordance with generally accepted accounting principles consistently
applied. The statement of Assets and Liabilities shall indicate which Assets, if
any, are or, after the Reorganization, will be subject to any restrictions,
legal or contractual, on disposition and which Assets, if any, are not readily
marketable.
(c) LAT shall have duly executed and delivered to Variable Trust the Target
Fund's Transfer Documents.
(d) All representations and warranties of LAT made in this Plan that apply
to the Reorganization shall be true and correct in all material respects as if
made at and as of the Valuation Time and the Effective Time.
(e) LAT shall have delivered to Variable Trust a certificate dated as of the
Closing Date and executed in its name by its President or Vice President and its
Treasurer or Assistant Treasurer, in a form reasonably satisfactory to Variable
Trust , stating that the representations and warranties of LAT in this Plan that
apply to the Reorganization are true and correct at and as of the Valuation
Time.
(f) Variable Trust shall have received an opinion of Seward & Kissel LLP, as
counsel to LAT, in form and substance reasonably satisfactory to Variable Trust
and dated as of the Closing Date, substantially to the effect that:
(1) LAT is a business trust duly created, validly existing and in good
standing under the laws of the State of Delaware and is an open-end,
management investment company registered under the 1940 Act;
(2) this Plan and the Target Fund's Transfer Documents have been duly
authorized, executed and delivered by LAT and, assuming due authorization,
execution and delivery of this Plan by Variable Trust on behalf of the
Acquiring Fund, represent legal, valid and binding contracts, enforceable in
accordance with their terms, subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance and transfer and similar laws
relating to or affecting creditors' rights generally and court decisions
with respect thereto, and further subject to the application of equitable
principles in any
A-11
<PAGE>
proceeding, whether at law or in equity or with respect to the enforcement
of provisions of the Plan and the effect of judicial decisions which have
held that certain provisions are unenforceable when their enforcement would
violate an implied covenant of good faith and fair dealing or would be
commercially unreasonable or when default under the Plan is not material;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Trust Instrument or
By-Laws of LAT or any Material Agreement to which LAT is a party or by which
it is bound;
(4) the only Target Fund shareholder approval required with respect to
the Reorganization is the approval of the Reorganization by the shareholders
of the Target Fund; and
(5) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by LAT of the Reorganization, except those that have
been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the rules
and regulations under those Acts, or that may be required under state
securities laws, the HSR Act or subsequent to the Effective Time or when the
failure to obtain the consent, approval, authorization or order would not
have a material adverse effect on the operation of the Target Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of LAT.
(g) Variable Trust shall have received an opinion of KPMG LLP addressed to
LAT and Variable Trust in form and substance reasonably satisfactory to them,
based upon representations made in certificates provided by LAT and Variable
Trust, their affiliates and/or principal shareholders and dated as of the
Closing Date, substantially to the effect that, for federal income tax purposes:
(1) the transfer of substantially all the assets and liabilities of the
Target Fund to the Acquiring Fund in exchange solely for shares of the
Acquiring Fund and the assumption by the Acquiring Fund of all the
liabilities of the Target Fund and the distribution of these Acquiring Fund
shares to shareholders of the Target Fund pursuant to this Plan will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code, and each of the Funds will be a party to the reorganization within the
meaning of Section 368 of the Code;
(2) in accordance with Sections 357 and 361 of the Code, no gain or loss
shall be recognized by the Target Fund upon the transfer of substantially
all of its assets to the Acquiring Fund in exchange for shares of the
Acquiring Fund and the assumption by the Acquiring Fund of the liabilities
of the Target Fund;
(3) pursuant to Section 354 of the Code, no gain or loss will be
recognized by the shareholders of the Target Fund upon the exchange of their
shares in the Target Fund for shares of the corresponding Acquiring Fund
(but shareholders of the Target Fund that are subject to taxation will
recognize income upon the receipt of any net investment income or net
capital gains of such Funds which are distributed by such Funds prior to the
Funds' Reorganization);
(4) in accordance with Section 358 of the Code, the basis of the
Acquiring Fund shares received by the shareholders of the Target Fund will
be the same as the basis of his or her Target Fund shares immediately prior
to the transfer;
(5) in accordance with Section 1032 of the Code, no gain or loss will be
recognized by any Acquiring Fund upon the receipt of the assets of the
Target Fund in exchange for Acquiring Fund shares and the assumption by the
Acquiring Fund of the liabilities of the Target Fund;
A-12
<PAGE>
(6) in accordance with Section 362 of the Code, the basis in the hands
of the Acquiring Fund of the assets of the Target Fund will be the same as
the basis of the assets in the hands of the Target Fund immediately prior to
the transfer;
(7) in accordance with Section 1223(1) of the Code, a Target Fund
shareholder's holding period for his or her Acquiring Fund shares will be
determined by including the period for which he or she held the Target Fund
shares exchanged therefor, provided that he or she held such shares as
capital assets;
(8) in accordance with Section 1223(2) of the Code, the holding periods
of the Target Fund assets in the hands of the Acquiring Fund will be
determined by including the periods during which the assets were held by the
Target Fund;
(9) each Acquiring Fund will succeed to and take into account the
earnings and profits, or deficit in earnings and profits, of the Target Fund
immediately prior to the Reorganization pursuant to Section 381 of the Code;
(10) each Acquiring Fund will succeed to and take into account any
Section 855(a) dividend of the Target Fund for such Fund's last taxable year
immediately prior to the Reorganization; and
(11) in accordance with Section 381 of the Code, the Acquiring Fund will
succeed to the capital loss carryovers, if any, of the Target Fund, but the
use of such carryovers by the Acquiring Fund may be subject to limitation
under Section 383 of the Code and applicable regulations thereunder.
(h) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as applicable, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, no stop order suspending the
effectiveness of the N-14 Registration Statement shall have been instituted or,
to the Knowledge of Variable Trust, contemplated by the SEC.
(i) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit or obtain damages or other relief in connection with the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(k) LAT shall have performed and complied in all material respects with each
of its agreements and covenants required by this Plan to be performed or
complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(l) Variable Trust shall have received a letter from KPMG LLP addressed to
LAT and Variable Trust as described in Subsection 7(m) or 7(n), as appropriate.
(m) If the Reorganization is an Active Reorganization other than the
Reorganization of Valugrowth Stock Fund of LAT and Large Company Growth Fund of
Variable Trust, except to the extent prohibited by Rule 19b-1 under the 1940
Act, the Target Fund shall have declared a dividend or dividends that, together
with all previous such dividends, shall have the effect of distributing to the
Target Fund shareholders substantially all investment company taxable income of
the Target Fund earned prior to the Closing Date and substantially all of its
net capital gain of the Target Fund realized prior to such date.
(n) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 10 of this Plan.
(o) Variable Trust shall have received such assurances as it deems
appropriate from Wells Fargo Bank, N.A. regarding payment of the expenses
incurred in connection with the Reorganizations.
A-13
<PAGE>
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties hereto shall survive the completion of the
transactions contemplated herein.
10. TERMINATION OF PLAN. A majority of a party's Board of Trustees may
terminate this Plan with respect to any Acquiring Fund or Target Fund, as
appropriate, at any time before the applicable Effective Time if: (i) the
party's conditions precedent set forth in Sections 7 or 8, as appropriate, are
not satisfied or (ii) the Board of Trustees determines that the consummation of
the applicable Reorganization is not in the best interests of shareholders and
gives notice to the other party. The termination of this Plan with respect to an
Acquiring Fund and its Corresponding Target Fund shall not affect the survival
of the Plan with respect to any other Acquiring Fund or Target Fund.
11. GOVERNING LAW. This Plan and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws of the
State of Delaware, except to the extent preempted by federal law, without regard
to other conflicts of law.
12. BROKERAGE FEES. Each party represents and warrants that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for in the Plan.
13. AMENDMENTS. The parties may, by agreement in writing authorized by
their respective Boards of Trustees, amend this Plan with respect to any
Reorganization at any time before or after the Target Fund's shareholders
approve the Reorganization. However, after a Target Fund's shareholders approve
a Reorganization, the parties may not amend this Plan in a manner that
materially alters the obligations of either party with respect to that
Reorganization. The parties shall not deem this Section to preclude them from
changing the Closing Date or the Effective Time of a Reorganization by mutual
agreement.
14. WAIVERS. At any time prior to the Closing Date, either party may by
written instrument signed by it (i) waive the effect of any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. The parties agree that any waiver shall apply only to
the particular inaccuracy or requirement for compliance waived, and not any
other or future inaccuracy or lack of compliance.
15. INDEMNIFICATION OF TRUSTEES. Variable Trust agrees that it will assume
all liabilities and obligations of LAT relating to any obligation of LAT to
indemnify its current and former Trustees and officers, acting in their
capacities as such, to the fullest extent permitted by law and LAT's Trust
Instrument, as in effect as of the date of this Plan. Variable Trust also agrees
that all rights to indemnification and all limitations of liability existing in
favor of the current and former Trustees and officers, acting in their
capacities as such, under the LAT Trust Instrument as in effect as of the date
of this Plan shall survive the Reorganizations and shall continue in full force
and effect, without any amendment thereto, and shall constitute rights which may
be asserted against Variable Trust, its successors and assigns.
16. COOPERATION AND FURTHER ASSURANCES. Each party will cooperate with the
other in fulfilling its obligations under this Plan and will provide such
information and documentation as is reasonably requested by the other in
carrying out this Plan's terms. Each party will provide such further assurances
concerning the performance of obligations under this Plan and the consummation
of the Reorganizations as the other shall deem necessary, advisable or
appropriate.
17. UPDATING OF N-14 REGISTRATION STATEMENT AND SCHEDULE 14A PROXY
STATEMENT. If at any time prior to the Target Fund shareholder meetings
referred to in Section 2, in the case of the Shell Reorganization, or the
Effective Time of a Reorganization, in the case of an Active Reorganization, a
party becomes aware of any material information that is not reflected in the
Schedule 14A Proxy Statement or the N-14 Registration Statement, as appropriate,
the party discovering the information shall notify the other party and the
parties shall cooperate in promptly preparing, filing and clearing with the SEC
and, if appropriate, distributing to shareholders appropriate disclosure with
respect to the information.
18. LIMITATION ON LIABILITIES. The obligations of LAT, Variable Trust and
each Fund shall not bind any of the Trustees, shareholders, nominees, officers,
agents, or employees of LAT or Variable Trust
A-14
<PAGE>
personally, but shall bind only the Assets and property of the Acquiring Funds
and Target Funds. The execution and delivery of this Plan by the parties'
officers shall not be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the Assets
and the property of the Acquiring Funds or Target Funds, as appropriate.
19. TERMINATION OF LAT. If the parties complete every Reorganization, LAT
shall terminate its registration under the 1940 Act and dissolve.
20. NOTICES. Any notice, report, statement, certificate or demand required
or permitted by any provision of this Plan shall be in writing and shall be
given by prepaid telegraph, telecopy, certified mail or overnight express
courier to:
For LAT:
Richard H. Blank, Jr.
Life & Annuity Trust
111 Center Street, Suite 300
Little Rock, AR 72201
With copies to:
Robert M. Kurucza
Marco E. Adelfio
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W., Suite 5500
Washington, D.C. 20006
For Variable Trust:
Richard H. Blank, Jr.
Wells Fargo Variable Trust
111 Center Street, Suite 300
Little Rock, AR 72201
With copies to:
Robert M. Kurucza
Marco E. Adelfio
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W., Suite 5500
Washington, D.C. 20006
21. GENERAL. This Plan supersedes all prior agreements between the parties
(written or oral), is intended as a complete and exclusive statement of the
terms of the agreement between the parties and may not be changed or terminated
orally. The parties may execute this Plan in counterparts, which shall be
considered one and the same agreement, and shall become effective when the
counterparts have been executed by and delivered to both parties. The headings
contained in this Plan are for reference only and shall not affect in any way
the meaning or interpretation of this Plan. Nothing in this Plan, expressed or
implied, confers upon any other person any rights or remedies under or by reason
of this Plan. Neither party may assign or transfer any right or obligation under
this Plan without written consent of the other party.
A-15
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers designated below to execute this Plan as of the date first written
above.
<TABLE>
<S> <C> <C>
WELLS FARGO VARIABLE TRUST
ATTEST:
- ------------------------------ By: -----------------------------------------
Name: Name: Richard H. Blank, Jr.
Title: Title: Secretary
LIFE & ANNUITY TRUST
ATTEST:
- ------------------------------ By: -----------------------------------------
Name: Name: Richard H. Blank, Jr.
Title: Title: Secretary
</TABLE>
A-16
<PAGE>
SCHEDULE A
MATERIAL AGREEMENTS
The following agreements shall be Material Agreements for LAT:
[Agreements to be inserted]
The following agreements shall be Material Agreements for Variable Trust:
[Agreements to be inserted]
A-17
<PAGE>
SCHEDULE B
Liabilities of LAT:
Liabilities of Target Funds:
Liabilities of Variable Trust:
Liabilities of Acquiring Funds:
A-18
<PAGE>
SCHEDULE C
I. Claims, actions, suits, investigations or proceedings pending or
threatened against LAT or any Target Fund or its Assets or businesses:
NONE.
II. Orders, decrees or judgments to which LAT or a Target Fund is a party
that adversely affect, or are reasonably likely to adversely affect, LAT's or
the Target Fund's financial condition, results of operations, business,
properties or Assets or ability to consummate the transactions contemplated by
the Plan:
NONE.
A-19
<PAGE>
SCHEDULE D
FORM OF LIABILITY ASSUMPTION INSTRUMENT
ACKNOWLEDGEMENT OF RECEIPT OF ASSETS
AND STATEMENT OF ASSUMPTION OF LIABILITIES
For purposes of this document, the terms "ASSETS" and "LIABILITIES" shall
have the meanings given them in the Agreement and Plan of Reorganization dated
, 1999 by and between Wells Fargo Variable Trust ("VARIABLE TRUST"),
for itself and on behalf of certain of its series, and Norwest Select Funds
("LAT"), for itself and on behalf of certain of its series.
Variable Trust, on behalf of (the "FUND"),
acknowledges receipt, as of [p.m.], Eastern time, on September ,
1999 (the "EFFECTIVE TIME"), of the Assets of (the
"TARGET FUND"). In addition, Variable Trust, on behalf of the Fund, assumes, as
of the Effective Time, all the Liabilities of the Target Fund at the Effective
Time.
WELLS FARGO VARIABLE TRUST
By:
--------------------------------------
Name: Richard H. Blank, Jr.
Title: Secretary
A-20
<PAGE>
EXHIBIT A--AGREEMENTS AND PLANS OF REORGANIZATION
FORM OF
AGREEMENT AND
PLAN OF
REORGANIZATION
MARCH 25, 1999
A-21
<PAGE>
This AGREEMENT AND PLAN OF REORGANIZATION (the "PLAN") is made as of this 25th
day of March, 1999, by and between Wells Fargo Variable Trust ("NEWTRUST"), a
Delaware business trust, for itself and on behalf of its series listed in the
Acquiring Funds column below (each an "ACQUIRING FUND") and Norwest Select Funds
("NORWEST TRUST"), a Delaware business trust, for itself and on behalf of its
series listed in the Target Funds column below (each a "TARGET FUND").
<TABLE>
<CAPTION>
ACQUIRING FUNDS TARGET FUNDS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Corporate Bond Fund Income Fund
Income Equity Fund Income Equity Fund
Large Company Growth Fund Valugrowth Stock Fund
Small Cap Fund Small Company Stock Fund
</TABLE>
WHEREAS, Newtrust and Norwest Trust are open-end management investment
companies registered with the Securities and Exchange Commission (the "SEC")
under the Investment Company Act of 1940, as amended (the "1940 ACT");
WHEREAS, the parties desire that each Acquiring Fund acquire the assets and
assume the liabilities of the Target Fund listed opposite the Acquiring Fund
("CORRESPONDING TARGET FUND") in exchange for shares of equal value of the
Acquiring Fund and the distribution of the shares of the Acquiring Fund to the
shareholders of the Corresponding Target Fund in connection with the dissolution
and liquidation of the Corresponding Target Fund (each transaction between an
Acquiring Fund and its Corresponding Target Fund, a "REORGANIZATION"); and
WHEREAS, the parties intend that each Reorganization qualify as a
"reorganization," within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "CODE"), and that each Acquiring Fund and its
Corresponding Target Fund be a "party to a reorganization," within the meaning
of Section 368(b) of the Code, with respect to that Reorganization;
NOW, THEREFORE, in accordance with the mutual promises described herein, the
parties agree as follows:
1. DEFINITIONS.
The following terms shall have the following meanings:
<TABLE>
<CAPTION>
1933 ACT...................... The Securities Act of 1933, as amended.
<S> <C>
1934 ACT...................... The Securities Exchange Act of 1934, as amended.
ACTIVE REORGANIZATION......... Each Reorganization except the Reorganization of Income
Equity Fund of Norwest Trust and Income Equity Fund of
Newtrust.
ASSETS........................ All property and assets of any kind and all interests,
rights, privileges and powers of a Target Fund, whether or
not determinable at the Target Fund's Effective Time and
wherever located. Assets include all cash, cash equivalents,
securities, claims (whether absolute or contingent, Known or
unknown, accrued or unaccrued or conditional or unmatured),
contract rights and receivables (including dividend and
interest receivables) owned by the Target Fund and any
deferred or prepaid expense shown as an asset on the Target
Fund's books.
ASSETS LIST................... A list of securities and other Assets and Known Liabilities
of a Target Fund.
CLOSING DATE.................. [September 18, 1999], or such other date as the parties may
agree to in writing with respect to a Reorganization.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
EFFECTIVE TIME................ The business day following the Closing Date of a
Reorganization, or such other date as the parties may agree
to in writing.
FUND.......................... An Acquiring Fund or a Target Fund.
HSR ACT....................... The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
KNOW, KNOWN OR KNOWLEDGE...... Known after reasonable inquiry.
LIABILITIES................... All liabilities of a Target Fund existing at the Target
Fund's Effective Time, whether Known or unknown, accrued or
unaccrued, absolute or contingent or conditional or
unmatured.
N-14 REGISTRATION STATEMENT... The Registration Statement of Newtrust on Form N-14 under
the 1940 Act that will register the shares of the Acquiring
Funds to be issued in the Active Reorganizations and will
include the proxy materials necessary for the shareholders
of the Corresponding Target Funds to approve the Active
Reorganizations.
MATERIAL AGREEMENTS........... The agreements set forth in Schedule A.
SCHEDULE 14A PROXY The proxy materials of Norwest Trust on Schedule 14A under
STATEMENT.................... the 1934 Act that will seek approval of the Shell
Reorganization by shareholders of Income Equity Fund.
SCHEDULE A.................... Schedule A to this Plan.
SCHEDULE B.................... Schedule B to this Plan.
SCHEDULE C.................... Schedule C to this Plan.
SCHEDULE D.................... Schedule D to this Plan.
SHELL REORGANIZATION.......... The Reorganization of Income Equity Fund of Norwest Trust
and Income Equity Fund of Newtrust.
TARGET FINANCIAL STATEMENTS... The audited financial statements of each Target Fund for its
most recently completed fiscal year and, if applicable, the
unaudited financial statements of each Target Fund for its
most recently completed semi-annual period.
TRANSFER DOCUMENTS............ Such bills of sale, assignments, certificates and other
instruments of transfer as Newtrust deems desirable to
transfer to an Acquiring Fund all right and title to and
interest in the Corresponding Target Fund's Assets.
VALUATION TIME................ The time on a Reorganization's Closing Date, or such other
date as the parties may agree to in writing, that Newtrust
determines the net asset value of the shares of the
Acquiring Fund and Norwest Trust determines the net value of
the Assets of the Corresponding Target Fund. Unless
otherwise agreed to in writing, the Valuation Time of a
Reorganization shall be at the time of day then set forth in
the Acquiring Fund's and Target Fund's Registration
Statement on Form N-1A as the time of day at which net asset
value is calculated.
</TABLE>
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<PAGE>
2. REGULATORY FILINGS AND SHAREHOLDER ACTION.
(a) Newtrust shall promptly prepare and file the N-14 Registration Statement
with the SEC. Newtrust also shall make any appropriate filings including,
without limitation, filings: (i) with state or foreign securities regulatory
authorities or (ii) under the HSR Act.
(b) Norwest Trust shall promptly prepare and file the Schedule 14A Proxy
Statement with the SEC. Norwest Trust also shall make any appropriate filings,
including, without limitation, filings under the HSR Act.
(c) As soon as practicable after the effective dates of the N-14
Registration Statement and Schedule 14A Proxy Statement, Norwest Trust shall
hold Target Fund shareholder meetings to consider and approve this Plan, the
Reorganizations and such other matters as the Board of Trustees of Norwest Trust
may determine.
3. TRANSFER OF TARGET FUND ASSETS. Norwest Trust and Newtrust shall take
the following steps with respect to each Reorganization:
(a) On or prior to the Closing Date, Norwest Trust shall endeavor to pay or
make reasonable provision to pay out of the Target Fund's Assets all of the
Liabilities, expenses, costs and charges of the Target Fund that are Known to
Norwest Trust and that are due and payable as of the Closing Date.
(b) At the Effective Time, Norwest Trust shall assign, transfer, deliver and
convey all of the Target Fund's Assets to the Acquiring Fund, subject to all of
the Target Fund's Liabilities. Newtrust shall then accept the Target Fund's
Assets and assume the Target Fund's Liabilities such that at and after the
Effective Time (i) all of the Target Fund's Assets at or after the Effective
Time shall become and be the Assets of the Acquiring Fund and (ii) all of the
Target Fund's Liabilities at the Effective Time shall attach to the Acquiring
Fund, enforceable against the Acquiring Fund to the same extent as if initially
incurred by the Acquiring Fund.
(c) Within a reasonable time prior to the Closing Date, Norwest Trust shall
provide the Target Fund's Assets List to Newtrust. The parties agree that the
Target Fund may sell any asset on the Assets List prior to the Target Fund's
Effective Time. After Norwest Trust provides the Assets List, the Target Fund
will not acquire any additional securities or permit to exist any encumbrances,
rights, restrictions or claims not reflected on the Assets List, without the
prior written approval of Newtrust. Within a reasonable time after receipt of
the Assets List and prior to the Closing Date, Newtrust will advise Norwest
Trust in writing of any investments shown on the Assets List that Newtrust has
determined to be inconsistent with the investment objective, policies and
restrictions of the Acquiring Fund. Norwest Trust will dispose of any such
securities prior to the Closing Date to the extent practicable and consistent
with applicable legal requirements, including the Target Fund's investment
objectives, policies and restrictions. In addition, if Newtrust determines that,
as a result of the Reorganization, the Acquiring Fund would own an aggregate
amount of an investment that would exceed a percentage limitation applicable to
the Acquiring Fund, Newtrust will advise Norwest Trust in writing of any such
limitation and Norwest Trust shall dispose of a sufficient amount of such
investment as may be necessary to avoid the limitation as of the Effective Time,
to the extent practicable and consistent with applicable legal requirements,
including the Target Fund's investment objectives, policies and restrictions.
(d) Norwest Trust shall assign, transfer, deliver and convey the Target
Fund's Assets to the Acquiring Fund at the Reorganization's Effective Time on
the following basis:
(1) In exchange for the transfer of the Assets, Newtrust shall
simultaneously issue and deliver to the Target Fund full and fractional
shares of beneficial interest of the Acquiring Fund. Newtrust shall
determine the number of shares of the Acquiring Fund to issue by dividing
the net value of the Assets of the Target Fund by the net asset value of one
Acquiring Fund share. Based on this calculation,
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<PAGE>
Newtrust shall issue shares of beneficial interest of the Acquiring Fund
with an aggregate net asset value equal to the net value of the Assets of
the Target Fund.
(2) The parties shall determine the net asset value of the Acquiring
Fund shares to be delivered, and the net value of the Assets to be conveyed,
as of the Valuation Time substantially in accordance with Newtrust's current
valuation procedures. The parties shall make all computations to the fourth
decimal place or such other decimal place as the parties may agree to in
writing.
(3) Norwest Trust shall transfer the Assets with good and marketable
title to the custodian for the account of the Acquiring Fund. Norwest Trust
shall transfer all cash in the form of immediately available funds payable
to the order of Newtrust's custodian for the account of the Acquiring Fund.
Norwest Trust shall transfer any Assets that were not transferred to
Newtrust's custodian at the Effective Time to Newtrust's custodian at the
earliest practicable date thereafter.
4. DISSOLUTION AND LIQUIDATION OF TARGET FUNDS, REGISTRATION OF SHARES AND
ACCESS TO RECORDS. Norwest Trust and Newtrust also shall take the following
steps for each Reorganization:
(a) At or as soon as reasonably practical after the Effective Time, Norwest
Trust shall dissolve and liquidate the Target Fund by transferring to
shareholders of record of the Target Fund full and fractional shares of
beneficial interest of the Acquiring Fund equal in value to the shares of the
Target Fund held by the shareholder. Each shareholder also shall have the right
to receive any unpaid dividends or other distributions that Norwest Trust
declared with respect to the shareholder's Target Fund shares before the
Effective Time. Newtrust shall record on its books the ownership by the
shareholders of the respective Acquiring Fund shares; Norwest Trust shall
simultaneously redeem and cancel on its books all of the issued and outstanding
Target Fund shares. Newtrust shall not issue certificates representing Acquiring
Fund shares in the Reorganization. Norwest Trust shall then wind up the affairs
of the Target Fund and shall take all steps as are necessary and proper to
terminate the Target Fund as soon as is reasonably possible after the Effective
Time and in accordance with all applicable laws and regulations. The winding-up
of the affairs of the Target Fund shall not cause the affairs of any other
Target Fund to wind-up.
(b) If a former Target Fund shareholder requests a change in the
registration of the shareholder's Acquiring Fund shares to a person other than
the shareholder, Newtrust shall require the shareholder to (i) furnish Newtrust
an instrument of transfer properly endorsed and otherwise in proper form for
transfer and (ii) pay to the Acquiring Fund any transfer or other taxes required
by reason of such registration or establish to the reasonable satisfaction of
Newtrust that such tax has been paid or does not apply.
(c) At and after the Closing Date, Norwest Trust shall provide Newtrust and
its transfer agent with immediate access to: (i) all records containing the
names, addresses and taxpayer identification numbers of all of the Target Fund
shareholders and the number and percentage ownership of the outstanding shares
of the Target Fund owned by each shareholder as of the Effective Time and (ii)
all original documentation (including all applicable Internal Revenue Service
forms, certificates, certifications and correspondence) relating to the Target
Fund shareholders' taxpayer identification numbers. Norwest Trust shall preserve
and maintain, or shall direct its service providers to preserve and maintain,
records with respect to the Target Fund as required by Section 31 of and Rules
31a-1 and 31a-2 under the 1940 Act.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF NORWEST
TRUST. Norwest Trust, on behalf of itself and, as appropriate, the Target
Funds, represents and warrants to, and agrees with, Newtrust as follows:
(a) Norwest Trust is a business trust duly created, validly existing and in
good standing under the laws of the State of Delaware. The Board of Trustees of
Norwest Trust duly established and designated each Target Fund as a series of
Norwest Trust. Norwest Trust is registered with the SEC as an open-end
management investment company under the 1940 Act, and such registration is in
full force and effect.
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<PAGE>
(b) Norwest Trust has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as now being conducted and described in its currently
effective Registration Statement on Form N-1A, to enter into this Plan and to
consummate the transactions contemplated herein.
(c) The Board of Trustees of Norwest Trust has duly authorized the execution
and delivery of the Plan and the transactions contemplated herein. Duly
authorized officers of Norwest Trust have executed and delivered the Plan. The
Plan represents a valid and binding contract, enforceable in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles. The
execution and delivery of this Plan does not, and, subject to the approval of
shareholders referred to in Section 2, the consummation of the transactions
contemplated by this Plan will not, violate Norwest Trust's Trust Instrument or
By-Laws or any Material Agreement. Except for the approval of Target Fund
shareholders, Norwest Trust does not need to take any other action to authorize
its officers to effectuate this Plan and the transactions contemplated herein.
(d) Each Target Fund has qualified as a regulated investment company under
Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, in respect of each
taxable year since the commencement of its operations and qualifies and shall
continue to qualify as a regulated investment company for its taxable year
ending upon its liquidation.
(e) The materials included within the N-14 Registration Statement when filed
with the SEC, when Part A of the N-14 Registration Statement is distributed to
shareholders, at the time of the Target Fund shareholder meetings for the Active
Reorganizations and at the Effective Time of each Active Reorganization, insofar
as they relate to Norwest Trust or the Target Fund: (i) shall comply in all
material respects with the applicable provisions of the 1933 Act, the 1934 Act
and the 1940 Act, the rules and regulations thereunder and state securities laws
and (ii) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements made therein not misleading.
(f) The materials included within the Schedule 14A Proxy Statement when
filed with the SEC, when distributed to shareholders and at the time of the
Income Equity Fund shareholder meeting, insofar as they relate to Norwest Trust
and Income Equity Fund of Norwest Trust: (i) shall comply in all material
respects with the applicable provisions of the 1934 Act and the 1940 Act, the
rules and regulations thereunder and state securities laws and (ii) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein
not misleading.
(g) Norwest Trust has duly authorized and validly issued all of the issued
and outstanding shares of each Target Fund and all of the shares are validly
outstanding, fully paid and non-assessable, and were offered for sale and sold
in conformity with the registration requirements of all applicable federal and
state securities laws. There are no outstanding options, warrants or other
rights to subscribe for or purchase any Target Fund shares, nor are there any
securities convertible into Target Fund shares.
(h) Norwest Trust shall operate the business of each Target Fund in the
ordinary course between the date hereof and the Fund's Effective Time, it being
agreed that such ordinary course of business will include the transactions
described in Subsection 3(c) and the declaration and payment of customary
dividends and distributions and any other dividends and distributions deemed
advisable in anticipation of the Fund's Reorganization.
(i) At a Target Fund's Effective Time, the relevant Target Fund will have
good and marketable title to the its Assets and full right, power and authority
to assign, transfer, deliver and convey such Assets.
(j) The Target Financial Statements, copies of which have been previously
delivered to Newtrust, fairly present the financial positions of each Target
Fund as of the Fund's most recent fiscal year-end and
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<PAGE>
the results of the Fund's operations and changes in the Fund's net Assets for
the periods indicated. The Target Financial Statements are in accordance with
generally accepted accounting principles consistently applied.
(k) To the Knowledge of Norwest Trust, no Target Fund has any Liabilities,
whether or not determined or determinable, other than the Liabilities disclosed
or provided for in the Target Financial Statements, Liabilities incurred in the
ordinary course of business subsequent to the date of the Target Financial
Statements and Liabilities set forth on Schedule B.
(l) Other than the claims, actions, suits, investigations or proceedings set
forth on Schedule C, Norwest Trust does not Know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against Norwest
Trust or any Target Fund or its Assets or businesses. Norwest Trust does not
Know of any facts that it currently has reason to believe are likely to form the
basis for the institution of any such claim, action, suit, investigation or
proceeding against Norwest Trust or any Target Fund. For purposes of this
provision, investment underperformance or negative investment performance shall
not be deemed to constitute such facts, provided all required performance
disclosures have been made. Other than the orders, decrees or judgments set
forth on Schedule C, neither Norwest Trust nor any Target Fund is a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body that adversely affects, or is reasonably likely to adversely
affect, its financial condition, results of operations, business, properties or
Assets or its ability to consummate the transactions contemplated by the Plan.
(m) Except for contracts, agreements, franchises, licenses or permits entered
into or granted in the ordinary course of its business, in each case under which
no material default exists, Norwest Trust is not a party to or subject to any
material contract, debt instrument, employee benefit plan, lease, franchise,
license or permit of any kind or nature whatsoever on behalf of any Target Fund.
(n) Norwest Trust has filed the federal income tax returns of each Target
Fund, copies of which have been previously delivered to Newtrust, for all
taxable years to and including the Fund's most recent taxable year, and has paid
all taxes payable pursuant to such returns. No such return is currently under
audit and no assessment has been asserted with respect to such returns. Norwest
Trust will file the federal income tax returns of each Target Fund for its next
taxable year on or before their due date, as the same may be properly extended.
(o) Since the date of the Target Financial Statements, there has been no
material adverse change in the financial condition, results of operations,
business, properties or Assets of any Target Fund. For all purposes under this
Plan, investment underperformance, negative investment performance and/or
investor redemptions shall not be considered material adverse changes, provided
all required performance disclosures have been made.
6. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
NEWTRUST. Newtrust, on behalf of itself and, as appropriate, the Acquiring
Funds, represents and warrants to, and agrees with Norwest Trust as follows:
(a) Newtrust is a business trust duly created, validly existing and in good
standing under the laws of the State of Delaware. The Board of Trustees of
Newtrust duly established and designated each Acquiring Fund as a series of
Newtrust. As of the Closing Date, Newtrust will be registered with the SEC as an
open-end management investment company under the 1940 Act.
(b) Newtrust has the power and all necessary federal, state and local
qualifications and authorizations to own all of its properties and Assets, to
carry on its business as described in its Registration Statement on Form N-1A as
filed with the SEC, to enter into this Plan and to consummate the transactions
contemplated herein.
(c) The Board of Trustees of Newtrust has duly authorized execution and
delivery of the Plan and the transactions contemplated herein. Duly authorized
officers of Newtrust have executed and delivered the
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<PAGE>
Plan. The Plan represents a valid and binding contract, enforceable in
accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles. The execution and delivery of this Plan does not, and the
consummation of the transactions contemplated by this Plan will not, violate the
Declaration of Trust of Newtrust or any Material Agreement. Newtrust does not
need to take any other action to authorize its officers to effectuate the Plan
and the transactions contemplated herein.
(d) Each Acquiring Fund shall qualify as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of
its current taxable year.
(e) The N-14 Registration Statement, when filed with the SEC, when Part A of
the N-14 Registration Statement is distributed to shareholders, at the time of
the Target Fund shareholder meetings for the Active Reorganizations and at the
Effective Time of each Active Reorganization, insofar as it relates to Life &
Annuity Trust, any series of Life & Annuity Trust, Newtrust or the Acquiring
Funds: (i) shall comply in all material respects with the applicable provisions
of the 1933 Act, the 1934 Act and the 1940 Act, the rules and regulations
thereunder and state securities laws and (ii) shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein not misleading.
(f) The Schedule 14A Proxy Statement, when filed with the SEC, when
distributed to shareholders and at the time of the Income Equity Fund
shareholder meeting, insofar as it relates to Life & Annuity Trust, any series
of Life & Annuity Trust, Newtrust and the Acquiring Funds: (i) shall comply in
all material respects with the applicable provisions of the 1934 Act and the
1940 Act, the rules and regulations thereunder and state securities laws and
(ii) shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements made therein not misleading.
(g) There shall be no issued and outstanding shares of any Acquiring Fund
prior to the Fund's Closing Date other than those issued to in order
to commence the operations of Newtrust. Newtrust shall duly authorize the
Acquiring Fund shares to be issued and delivered to each Corresponding Target
Fund as of the Target Fund's Effective Time. When issued and delivered, the
Acquiring Fund shares shall be duly and validly issued, fully paid and
non-assessable, and no shareholder of any Acquiring Fund shall have any
preemptive right of subscription or purchase in respect of them. There are no
outstanding options, warrants or other rights to subscribe for or purchase any
Acquiring Fund shares, nor are there any securities convertible into Acquiring
Fund shares.
(h) Newtrust has not commenced the operations of any Acquiring Fund.
Newtrust shall not commence the operations of any Acquiring Fund prior to the
Fund's Effective Time.
(i) No Acquiring Fund has any Liabilities, whether or not determined or
determinable, other than the Liabilities set forth on Schedule B.
(j) Newtrust does not Know of any claims, actions, suits, investigations or
proceedings of any type pending or threatened against Newtrust or any Acquiring
Fund or its Assets or businesses. There are no facts that Newtrust currently has
reason to believe are likely to form the basis for the institution of any such
claim, action, suit, investigation or proceeding against Newtrust or any
Acquiring Fund. Neither Newtrust nor any Acquiring Fund is a party to or subject
to the provisions of any order, decree or judgment of any court or governmental
body that adversely affects, or is reasonably likely to adversely affect, its
financial condition, results of operations, business, properties or Assets or
its ability to consummate the transactions contemplated herein.
(k) Except for contracts, agreements, franchises, licenses or permits
entered into or granted in the ordinary course of its business, in each case
under which no material default exists, Newtrust is not a party
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<PAGE>
to or subject to any material contract, debt instrument, employee benefit plan,
lease, franchise, license or permit of any kind or nature whatsoever on behalf
of any Acquiring Fund.
(l) Newtrust shall file the federal income tax returns of each Acquiring
Fund for the Fund's current taxable year on or before their due date, as the
same may be properly extended.
(m) Since [March 10, 1999], there has been no material adverse change in the
financial condition, business, properties or Assets of any Acquiring Fund.
7. CONDITIONS TO NORWEST TRUST OBLIGATIONS. The obligations of Norwest
Trust with respect to each Reorganization shall be subject to the following
conditions precedent:
(a) The Target Fund's shareholders shall have approved the Reorganization in
the manner required by the Trust Instrument of Norwest Trust and applicable law.
If Target Fund shareholders fail to approve the Reorganization, that failure
shall release Norwest Trust of its obligations under this Plan only with respect
to that Reorganization and not any other Reorganization.
(b) All representations and warranties of Newtrust made in this Plan that
apply to the Reorganization shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective Time.
(c) Newtrust shall have delivered to Norwest Trust a certificate dated as of
the Closing Date and executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to
Norwest Trust, stating that the representations and warranties of Newtrust in
this Plan that apply to the Reorganization are true and correct at and as of the
Valuation Time and that it has approved the Target Fund's Assets as being
consistent with its investment objectives, policies and restrictions and that
the Target Fund's Assets may otherwise be lawfully acquired by the Acquiring
Fund.
(d) Norwest Trust shall have received an opinion of Morrison & Foerster LLP,
as counsel to Newtrust, in form and substance reasonably satisfactory to Norwest
Trust and dated as of the Closing Date, substantially to the effect that:
(1) Newtrust is a business trust duly created, validly existing and in
good standing under the laws of the State of Delaware and is an open-end,
management investment company registered under the 1940 Act;
(2) the shares of the Acquiring Fund to be delivered as provided for by
this Plan are duly authorized and upon delivery will be validly issued,
fully paid and non-assessable by Newtrust;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Declaration of
Trust of Newtrust or any Material Agreement to which Newtrust is a party or
by which it is bound; and
(4) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Newtrust of the Reorganization, except those that
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the
rules and regulations under those Acts or that may be required under state
securities laws, the HSR Act or subsequent to the Effective Time or when the
failure to obtain the consent, approval, authorization or order would not
have a material adverse effect on the operation of the Acquiring Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Newtrust.
A-29
<PAGE>
(e) Norwest Trust shall have received an opinion of Richards, Layton &
Finger, as special counsel to Newtrust, in form and substance reasonably
satisfactory to Norwest Trust and dated as of the Closing Date, substantially to
the effect that this Plan has been duly authorized, executed and delivered by
Newtrust, and, assuming due authorization, execution and delivery of this Plan
by Norwest Trust on behalf of the Target Fund, represents a legal, valid and
binding contract, enforceable in accordance with its terms, subject to the
effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer
and similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and further subject to the application of
equitable principles in any proceeding whether at law or in equity or with
respect to the enforcement of provisions of the Plan and the effect of judicial
decisions which have held that certain provisions are unenforceable when their
enforcement would violate an implied covenant of good faith and fair dealing or
would be commercially unreasonable or when default under the Plan is not
material. In rendering such opinion, such counsel may (i) make assumptions
regarding the authenticity, genuineness and/or conformity of documents and
copies thereof without independent verification thereof, (ii) limit such opinion
to applicable federal and state law, and (iii) rely on certificates of officers
or trustees of Newtrust.
(f) Norwest Trust shall have received an opinion of KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust in form and substance reasonably
satisfactory to them, and dated as of the Closing Date, with respect to the tax
matters specified in Subsection 8(g).
(g) Norwest Trust shall have received (i) a memorandum addressed to Norwest
Trust and Newtrust, in form and substance reasonably satisfactory to them,
prepared by Morrison & Foerster LLP, or another person agreed to in writing by
the parties, concerning compliance with each relevant jurisdiction's securities
laws in connection with Newtrust's issuance of Acquiring Fund shares, and (ii)
assurance reasonably satisfactory to it that all necessary steps have been taken
under all relevant jurisdictions' securities laws to consummate the
Reorganization.
(h) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as appropriate, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, the SEC shall not have
instituted or, to the Knowledge of Newtrust, contemplated instituting, any stop
order suspending the effectiveness of the N-14 Registration Statement.
(i) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(k) Newtrust shall have performed and complied in all material respects with
each of its agreements and covenants required by this Plan to be performed or
complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(l) Norwest Trust shall have received from Newtrust a duly executed
instrument whereby the Acquiring Fund assumes all of the Liabilities of the
Target Fund in the form set forth on Schedule D.
(m) If the Reorganization is an Active Reorganization, Norwest Trust shall
have received a letter dated as of the Closing Date from KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust in form and substance reasonably
satisfactory to them to the effect that on the basis of limited procedures as
agreed to by Norwest Trust and Newtrust and described in such letter (but not an
examination in accordance with generally accepted auditing standards):
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<PAGE>
(1) nothing came to their attention that caused them to believe that the
relevant unaudited pro forma financial statements included in the N-14
Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation S-X
or that the relevant pro forma adjustments have not properly been applied to
the historical amounts in the compilation of those amounts;
(2) the data used in the calculation of the current and pro forma
expense ratios of the Target Fund and the Acquiring Fund appearing in the
N-14 Registration Statement, including the proxy materials, agree with the
underlying accounting records of the Target Fund and the Acquiring Fund, as
appropriate, or with written estimates provided by officers of Norwest Trust
or Newtrust, as appropriate, having responsibility for financial and
reporting matters and were found to be mathematically correct; and
(3) the information relating to the Acquiring Fund and the Target Fund
appearing in the N-14 Registration Statement that is expressed in dollars or
percentages of dollars has been obtained from the accounting records of the
Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of Norwest Trust or Newtrust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(n) With respect to the Shell Reorganization, Norwest Trust shall have
received a letter dated as of the Closing Date from KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust in form and substance reasonably
satisfactory to them to the effect that on the basis of limited procedures as
agreed to by Norwest Trust and Newtrust and described in such letter (but not an
examination in accordance with generally accepted auditing standards):
(1) the data used in the calculation of any expense ratios of the Target
Fund and the Acquiring Fund appearing in the Schedule 14A Proxy Statement
agree with the underlying accounting records of the Target Fund and the
Acquiring Fund, as appropriate, or with written estimates provided by
officers of Norwest Trust or Newtrust, as appropriate, having responsibility
for financial and reporting matters and were found to be mathematically
correct; and
(2) the information relating to the Acquiring Fund and the Target Fund
appearing in the Schedule 14A Proxy Statement that is expressed in dollars
or percentages of dollars has been obtained from the accounting records of
the Acquiring Fund or the Target Fund, as appropriate, or from schedules
prepared by officers of Norwest Trust or Newtrust, as appropriate, having
responsibility for financial and reporting matters and such information is
in agreement with such records or schedules or with computations made
therefrom.
(o) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 10 of this Plan.
(p) Norwest Trust shall have received such assurances as it deems
appropriate from Wells Fargo Bank, N.A. regarding payment of the expenses
incurred in connection with the Reorganizations.
8. CONDITIONS TO NEWTRUST OBLIGATIONS. The obligations of Newtrust with
respect to each Reorganization shall be subject to the following conditions
precedent:
(a) The Target Fund's shareholders shall have approved the Reorganization in
the manner required by the Trust Instrument of Norwest Trust and applicable law.
If Target Fund shareholders fail to approve the Reorganization, that failure
shall release Newtrust of its obligations under this Plan only with respect to
that Reorganization, and not any other Reorganization.
(b) Norwest Trust shall have obtained and delivered to Newtrust a statement
of Assets and Liabilities of the Target Fund, showing the tax costs of such
Assets by lot and the holding periods of such Assets, as of the Valuation Time,
certified by the Treasurer or Assistant Treasurer of Norwest Trust as having
been
A-31
<PAGE>
prepared in accordance with generally accepted accounting principles
consistently applied. The statement of Assets and Liabilities shall indicate
which Assets, if any, are or, after the Reorganization, will be subject to any
restrictions, legal or contractual, on disposition and which Assets, if any, are
not readily marketable.
(c) Norwest Trust shall have duly executed and delivered to Newtrust the
Target Fund's Transfer Documents.
(d) All representations and warranties of Norwest Trust made in this Plan
that apply to the Reorganization shall be true and correct in all material
respects as if made at and as of the Valuation Time and the Effective Time.
(e) Norwest Trust shall have delivered to Newtrust a certificate dated as of
the Closing Date and executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to
Newtrust, stating that the representations and warranties of Norwest Trust in
this Plan that apply to the Reorganization are true and correct at and as of the
Valuation Time.
(f) Newtrust shall have received an opinion of Seward & Kissel LLP, as
counsel to Norwest Trust, in form and substance reasonably satisfactory to
Newtrust and dated as of the Closing Date, substantially to the effect that:
(1) Norwest Trust is a business trust duly created, validly existing and
in good standing under the laws of the State of Delaware and is an open-end,
management investment company registered under the 1940 Act;
(2) this Plan and the Target Fund's Transfer Documents have been duly
authorized, executed and delivered by Norwest Trust and, assuming due
authorization, execution and delivery of this Plan by Newtrust on behalf of
the Acquiring Fund, represent legal, valid and binding contracts,
enforceable in accordance with their terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and further subject to the application of
equitable principles in any proceeding, whether at law or in equity or with
respect to the enforcement of provisions of the Plan and the effect of
judicial decisions which have held that certain provisions are unenforceable
when their enforcement would violate an implied covenant of good faith and
fair dealing or would be commercially unreasonable or when default under the
Plan is not material;
(3) the execution and delivery of this Plan did not, and the
consummation of the Reorganization will not, violate the Trust Instrument or
By-Laws of Norwest Trust or any Material Agreement to which Norwest Trust is
a party or by which it is bound;
(4) the only Target Fund shareholder approval required with respect to
the Reorganization is the approval of the Reorganization by the shareholders
of the Target Fund; and
(5) to the Knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by Norwest Trust of the Reorganization, except those
that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and
the rules and regulations under those Acts, or that may be required under
state securities laws, the HSR Act or subsequent to the Effective Time or
when the failure to obtain the consent, approval, authorization or order
would not have a material adverse effect on the operation of the Target
Fund.
In rendering such opinion, such counsel may (i) rely on the opinion of other
counsel to the extent set forth in such opinion, (ii) make assumptions regarding
the authenticity, genuineness and/or conformity of documents and copies thereof
without independent verification thereof, (iii) limit such opinion to applicable
federal and state law, (iv) define the word "knowledge" and related terms to
mean the knowledge of attorneys then with such firm who have devoted substantive
attention to matters directly related to this Plan and (v) rely on certificates
of officers or trustees of Norwest Trust.
A-32
<PAGE>
(g) Funds Trust shall have received an opinion of KPMG LLP addressed to
Funds Trust and Funds Trust Stagecoach in form and substance reasonably
satisfactory to them, based upon representations made in certificates provided
by Stagecoach and Funds Trust, their affiliates and/or principal shareholders
and dated as of the Closing Date, substantially to the effect that, for federal
income tax purposes:
(1) the transfer of substantially all the assets and liabilities of the
Target Fund to the Acquiring Fund in exchange solely for shares of the
Acquiring Fund and the assumption by the Acquiring Fund of al the
liabilities of the Target Fund and the distribution of these Acquiring Fund
shares to shareholders of the Target Fund pursuant to this Plan will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code, and each of the Funds will be a party to the reorganization within the
meaning of Section 368 of the Code;
(2) in accordance with Section 361 of the Code, no gain or loss shall be
recognized by the Target Fund upon the transfer of substantially all of its
assets to the Acquiring Fund in exchange for shares of the Acquiring Fund
and the assumption by the Acquiring Fund of the liabilities of the Target
Fund;
(3) pursuant to Section 354 of the Code, no gain or loss will be
recognized by the shareholders of the Target Fund upon the exchange of their
shares in the Target Fund for shares of the corresponding Acquiring Fund
(but shareholders of the Target Fund that are subject to taxation will
recognize income upon the receipt of any net investment income or net
capital gains of such Funds which are distributed by such Funds prior to the
Funds' Reorganization);
(4) in accordance with Section 358 of the Code, the basis of the
Acquiring Fund shares received by the shareholders of the Target Fund will
be the same as the basis of his or her Target Fund shares immediately prior
to the transfer;
(5) in accordance with Section 1032 of the Code, no gain or loss will be
recognized by any Acquiring Fund upon the receipt of the assets of the
Target Fund in exchange for Acquiring Fund shares and the assumption by the
Acquiring Fund of the liabilities of the Target Fund;
(6) in accordance with Section 362 of the Code, the basis in the hands
of the Acquiring Fund of the assets of the Target Fund will be the same as
the basis of the assets in the hands of the Target Fund immediately prior to
the transfer;
(7) in accordance with Section 1223(1) of the Code, a Target Fund
shareholder's holding period for his or her Acquiring Fund shares will be
determined by including the period for which he or she held the Target Fund
shares exchanged therefor, provided that he or she held such shares as
capital assets;
(8) in accordance with Section 1223(2) of the Code, the holding periods
of the Target Fund assets in the hands of the Acquiring Fund will be
determined by including the periods during which the assets were held by the
Target Fund;
(9) each Acquiring Fund will succeed to and take into account the
earnings and profits, or deficit in earnings and profits, of the Target Fund
immediately prior to the Reorganization pursuant to Section 381 of the Code;
(10) each Acquiring Fund will succeed to and take into account any
Section 855(a) dividend of the Target Fund for such Fund's last taxable year
immediately prior to the Reorganization; and
(11) in accordance with Section 381 of the Code, the Acquiring Fund will
succeed to the capital loss carryovers, if any, of the Target Fund, but the
use of such carryovers by the Acquiring Fund may be subject to limitation
under Section 383 of the Code and applicable regulations thereunder.
(h) The N-14 Registration Statement shall have become effective under the
1933 Act or the Schedule 14A Proxy Statement shall have become effective for
purposes of the 1940 Act, as applicable, as to the Acquiring Fund's shares and,
if the Reorganization is an Active Reorganization, no stop order suspending
A-33
<PAGE>
the effectiveness of the N-14 Registration Statement shall have been instituted
or, to the Knowledge of Newtrust, contemplated by the SEC.
(i) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain or
prohibit or obtain damages or other relief in connection with the
Reorganization.
(j) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the 1940 Act.
(k) Norwest Trust shall have performed and complied in all material respects
with each of its agreements and covenants required by this Plan to be performed
or complied with by it prior to or at the Reorganization's Valuation Time and
Effective Time.
(l) Newtrust shall have received a letter from KPMG Peat Marwick LLP
addressed to Norwest Trust and Newtrust as described in Subsection 7(m) or 7(n),
as appropriate.
(m) If the Reorganization is an Active Reorganization other than the
Reorganization of Valugrowth Stock Fund of Norwest Trust and Large Company
Growth Fund of Newtrust, except to the extent prohibited by Rule 19b-1 under the
1940 Act, the Target Fund shall have declared a dividend or dividends that,
together with all previous such dividends, shall have the effect of distributing
to the Target Fund shareholders substantially all investment company taxable
income of the Target Fund earned prior to the Closing Date and substantially all
of its net capital gain of the Target Fund realized prior to such date.
(n) Neither party shall have terminated this Plan with respect to the
Reorganization pursuant to Section 10 of this Plan.
(o) Newtrust shall have received such assurances as it deems appropriate
from Wells Fargo Bank, N.A. regarding payment of the expenses incurred in
connection with the Reorganizations.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties hereto shall survive the completion of the
transactions contemplated herein.
10. TERMINATION OF PLAN. A majority of a party's Board of Trustees may
terminate this Plan with respect to any Acquiring Fund or Target Fund, as
appropriate, at any time before the applicable Effective Time if: (i) the
party's conditions precedent set forth in Sections 7 or 8, as appropriate, are
not satisfied or (ii) the Board of Trustees determines that the consummation of
the applicable Reorganization is not in the best interests of shareholders and
gives notice to the other party. The termination of this Plan with respect to an
Acquiring Fund and its Corresponding Target Fund shall not affect the survival
of the Plan with respect to any other Acquiring Fund or Target Fund.
11. GOVERNING LAW. This Plan and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws of the
State of Delaware, except to the extent preempted by federal law, without regard
to other conflicts of law.
12. BROKERAGE FEES. Each party represents and warrants that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for in the Plan.
13. AMENDMENTS. The parties may, by agreement in writing authorized by
their respective Boards of Trustees, amend this Plan with respect to any
Reorganization at any time before or after the Target Fund's shareholders
approve the Reorganization. However, after a Target Fund's shareholders approve
a Reorganization, the parties may not amend this Plan in a manner that
materially alters the obligations of either party with respect to that
Reorganization. The parties shall not deem this Section to preclude them from
changing the Closing Date or the Effective Time of a Reorganization by mutual
agreement.
A-34
<PAGE>
14. WAIVERS. At any time prior to the Closing Date, either party may by
written instrument signed by it (i) waive the effect of any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. The parties agree that any waiver shall apply only to
the particular inaccuracy or requirement for compliance waived, and not any
other or future inaccuracy or lack of compliance.
15. INDEMNIFICATION OF TRUSTEES. Newtrust agrees that it will assume all
liabilities and obligations of Norwest Trust relating to any obligation of
Norwest Trust to indemnify its current and former Trustees and officers, acting
in their capacities as such, to the fullest extent permitted by law and Norwest
Trust's Trust Instrument, as in effect as of the date of this Plan. Newtrust
also agrees that all rights to indemnification and all limitations of liability
existing in favor of the current and former Trustees and officers, acting in
their capacities as such, under the Norwest Trust Trust Instrument as in effect
as of the date of this Plan shall survive the Reorganizations and shall continue
in full force and effect, without any amendment thereto, and shall constitute
rights which may be asserted against Newtrust, its successors and assigns.
16. COOPERATION AND FURTHER ASSURANCES. Each party will cooperate with the
other in fulfilling its obligations under this Plan and will provide such
information and documentation as is reasonably requested by the other in
carrying out this Plan's terms. Each party will provide such further assurances
concerning the performance of obligations under this Plan and the consummation
of the Reorganizations as the other shall deem necessary, advisable or
appropriate.
17. UPDATING OF N-14 REGISTRATION STATEMENT AND SCHEDULE 14A PROXY
STATEMENT. If at any time prior to the Target Fund shareholder meetings
referred to in Section 2, in the case of the Shell Reorganization, or the
Effective Time of a Reorganization, in the case of an Active Reorganization, a
party becomes aware of any material information that is not reflected in the
Schedule 14A Proxy Statement or the N-14 Registration Statement, as appropriate,
the party discovering the information shall notify the other party and the
parties shall cooperate in promptly preparing, filing and clearing with the SEC
and, if appropriate, distributing to shareholders appropriate disclosure with
respect to the information.
18. LIMITATION ON LIABILITIES. The obligations of Norwest Trust, Newtrust
and each Fund shall not bind any of the Trustees, shareholders, nominees,
officers, agents, or employees of Norwest Trust or Newtrust personally, but
shall bind only the Assets and property of the Acquiring Funds and Target Funds.
The execution and delivery of this Plan by the parties' officers shall not be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the Assets and the property of
the Acquiring Funds or Target Funds, as appropriate.
19. TERMINATION OF NORWEST TRUST. If the parties complete every
Reorganization, Norwest Trust shall terminate its registration under the 1940
Act and dissolve.
20. NOTICES. Any notice, report, statement, certificate or demand required
or permitted by any provision of this Plan shall be in writing and shall be
given by prepaid telegraph, telecopy, certified mail or overnight express
courier to:
For Norwest Trust:
David I. Goldstein, Esq.
Forum Financial Group
Two Portland Square
Portland, ME 04101
With copies to:
Anthony C.J. Nuland
Seward & Kissel LLP
1200 G Street, N.W., Suite 350
Washington, DC 20005
A-35
<PAGE>
For Newtrust:
Richard H. Blank, Jr.
Stephens Inc.
111 Center Street
Little Rock, AR 72201
With copies to:
Robert M. Kurucza
Marco E. Adelfio
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W., Suite 5500
Washington, D.C. 20006
21. GENERAL. This Plan supersedes all prior agreements between the parties
(written or oral), is intended as a complete and exclusive statement of the
terms of the agreement between the parties and may not be changed or terminated
orally. The parties may execute this Plan in counterparts, which shall be
considered one and the same agreement, and shall become effective when the
counterparts have been executed by and delivered to both parties. The headings
contained in this Plan are for reference only and shall not affect in any way
the meaning or interpretation of this Plan. Nothing in this Plan, expressed or
implied, confers upon any other person any rights or remedies under or by reason
of this Plan. Neither party may assign or transfer any right or obligation under
this Plan without written consent of the other party.
A-36
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers designated below to execute this Plan as of the date first written
above.
<TABLE>
<S> <C> <C> <C>
WELLS FARGO VARIABLE TRUST
ATTEST:
By:
- -----------------------------------------
Name:
Title:
NORWEST
SELECT
FUNDS
ATTEST:
By:
- -----------------------------------------
Name:
Title:
<CAPTION>
ATTEST:
- ----------------------------------------- -----------------------------------------
Name: Name:
Title: Title:
ATTEST:
- ----------------------------------------- -----------------------------------------
Name: Name:
Title: Title:
</TABLE>
A-37
<PAGE>
SCHEDULE A
MATERIAL AGREEMENTS
The following agreements shall be Material Agreements for Norwest Trust:
[Agreements to be inserted]
The following agreements shall be Material Agreements for Newtrust:
[Agreements to be inserted]
A-38
<PAGE>
SCHEDULE B
Liabilities of Norwest Trust:
Liabilities of Target Funds:
Liabilities of Newtrust:
Liabilities of Acquiring Funds:
A-39
<PAGE>
SCHEDULE C
I. Claims, actions, suits, investigations or proceedings pending or
threatened against Norwest Trust or any Target Fund or its Assets or businesses:
II. Orders, decrees or judgments to which Norwest Trust or a Target Fund is a
party that adversely affect, or are reasonably likely to adversely affect,
Norwest Trust's or the Target Fund's financial condition, results of operations,
business, properties or Assets or ability to consummate the transactions
contemplated by the Plan:
A-40
<PAGE>
SCHEDULE D
FORM OF LIABILITY ASSUMPTION INSTRUMENT
ACKNOWLEDGEMENT OF RECEIPT OF ASSETS
AND STATEMENT OF ASSUMPTION OF LIABILITIES
For purposes of this document, the terms "Assets" and "Liabilities" shall
have the meanings given them in the Agreement and Plan of Reorganization dated
, 1999 by and between Wells Fargo Variable Trust ("Newtrust"), for
itself and on behalf of certain of its series, and Norwest Select Funds
("Norwest Trust"), for itself and on behalf of certain of its series. Newtrust,
on behalf of (the "Fund"), acknowledges receipt, as
of [p.m.], Eastern time, on September , 1999 (the "Effective
Time"), of the Assets of (the "Target Fund").
In addition, Newtrust, on behalf of the Fund, assumes, as of the Effective Time,
all the Liabilities of the Target Fund at the Effective Time.
<TABLE>
<S> <C> <C> <C>
WELLS FARGO VARIABLE TRUST
By:
<CAPTION>
-----------------------------------------
Name:
Title:
</TABLE>
A-41
<PAGE>
EXHIBIT B--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 - 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>
B-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.
</TABLE>
<TABLE>
<S> <C>
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>
B-2
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- -------------------------------------------------------------------------------------------
<S> <C>
LAT U.S. GOVERNMENT ALLOCATION FUND Multiple Managers
NS INCOME FUND Marjorie H. Grace, CFA
N. Graham Allen, FCMA, John W. (Jack)
WFVT CORPORATE BOND FUND Burgess, Jacqueline A. Flippin, David
Kokoska, CFA and Scott Smith, CFA
</TABLE>
B-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 - 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 STOCK FUND Charlie Mayer, CFA
WFVT LARGE COMPANY GROWTH FUND John S. Dale, CFA and Gary E. Nussbaum
</TABLE>
B-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 - long-term capital appreciation.
WFVT SMALL CAP FUND - seeks 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>
B-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;
- no more than 25% of its assets in foreign companies
through American Depositary Receipts or similar issues; and
- up to 15% of its portfolio in emerging markets.
</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>
B-6
<PAGE>
EXHIBIT C--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 determines 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.
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 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, 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).
C-1
<PAGE>
EXHIBIT D--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 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 [March 31, 1999], Wells Fargo and its
affiliates provided advisory services for over $[__] billion in assets.
Wells Capital Management 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 $39.8 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 adviser for each NS Fund. In this
capacity, NIM makes investment decisions for and administers the Funds'
investment programs.
Barclays Global Fund Advisors or BGFA, a wholly owned subsidiary of Barclays
Global Investors, N.A. 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 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, BGFA provided investment advisory
services for $27 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 0.50%
NS Small Company Stock Fund 0.80%
WFVT SMALL CAP FUND 0.75%
</TABLE>
D-1
<PAGE>
EXHIBIT E--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 NIM
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>
E-1
<PAGE>
EXHIBIT F--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. Each LAT Fund and NS
Fund has procedures available to its respective shareholders for calling
shareholders' meetings for the removal of Trustees. The Trustees of the LAT
Funds and WFTV Funds may be removed from office at any meeting of the
shareholders by a vote of shareholders owning at least two-thirds of the
outstanding shares. Under the Trust Instrument of the WFVT Funds, shareholders
do not have the right to remove Trustees.
The Trustees of the LAT Funds and the NS Funds are required to promptly call
a special meeting of shareholders when requested to do so in writing by
shareholders owning at least ten percent of the outstanding shares. The Trustees
of the WFVT Funds are not subject to a comparable requirement. 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.
F-1
<PAGE>
APPENDIX
[FUNDS]
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 5, 1999
<TABLE>
<S> <C>
LIFE & ANNUITY TRUST THE UNDERSIGNED HEREBY APPPOINTS AND PROXIES OF THE
1111 CENTER STREET UNDERSIGNED, WITH POWER OF SUBSTITUTION AND RESUBSTITUTION,
LITTLE ROCK, AR 72201 TO ATTEND, VOTE AND ACT FOR THE UNDERSIGNED AT THE SPECIAL
NORWEST SELECT MEETINGS OF SHAREHOLDERS (THE "MEETINGS") OF
FUNDS [ ] OF LIFE & ANNUITY TRUST ("LAT FUNDS")
2 PORTLAND SQUARE AND NORWEST SELECT FUNDS, INC. ("NS FUNDS") TO BE HELD
PORTLAND, ME 041011 AT AND ON THURSDAY, AUGUST 5, 1999, AND AT ANY
ADJOURNMENT(S) THEREOF. THE PROXIES SHALL CAST VOTES
ACCORDING TO THE NUMBER OF SHARES OF THE PORTFOLIO
IDENTIFIED BELOW WHICH THE UNDERSIGNED MAY BE ENTITLED TO
VOTE WITH RESPECT TO THE PROPOSALS SET FORTH BELOW, IN
ACCORDANCE WITH THE SPECIFICATION INDICATED, IF ANY, AND
SHALL HAVE ALL THE POWERS WHICH THE UNDERSIGNED WOULD
POSSESS IF PERSONALLY PRESENT. THE UNDERSIGNED HEREBY
REVOKES ANY PRIOR PROXY TO VOTE AT SUCH MEETINGS, AND HEREBY
RATIFIES AND CONFIRMS ALL THAT SAID PROXIES, OR ANY OF THEM,
MAY LAWFULLY DO BY VIRTUE HEREOF OR THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF
SPECIAL MEETINGS OF SHAREHOLDERS OF THE PORTFOLIO AND THE
COMBINED PROXY STATEMENT/PROSPECTUS, DATED MAY 25, 1999.
</TABLE>
THIS PROXY IS SOLICITED BY AND THE PROPOSAL IS PROPOSED BY THE BOARDS OF
DIRECTORS OF THE LAT FUNDS AND THE NS FUNDS, WHICH UNANIMOUISLY RECOMMENDED THAT
YOU VOTE IN FAVOR OF THE PROPOSAL. PLEASE MAKE SURE YOU MARK, SIGN AND DATE YOUR
PROXY CARD. A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE VOTE WILL BE
MAILED TO YOU.
THE PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
PLEASE SIGN BELOW EXACTLY AS YOUR NAME(S) SHOULD APPEAR(S) HEREON. CORPORATE
PROXIES SHOULD BE SINGED IN FULL CORPORATE NAME BY AN AUTHORIZED OFFICER, EACH
JOINT OWNER SHOULD SIGN PERSONALLY, FIDUCIARIES SHOULD GIVE FULL TITLES AS SUCH.
G-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:
(1) The SAIs for the WFVT Funds dated [________], 1999.
(2) Report of Independent Accountants and financial statements of the WFVT
Funds as of [________], 1999, contained in the WFVT Funds' SAIs.
(3) Unaudited financial statements of the WFVT Funds as of [________],
1999.
(4) Report of Independent Auditors and financial statements of the LAT
Funds as of [________], 1999.
(5) Report of Independent Auditors and financial statements of the NS
Funds as of [________], 1999.
(6) Unaudited pro forma combined financial information as of [________],
1999. 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 May 25, 1999. A Proxy/Prospectus Statement dated
[________], 1999 relating to the above referenced matter may be obtained without
charge by calling 1-800-[___-____] 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 [________], 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:
Dividends and Interest 329,981 90,133 420,114
Fund shares sold 47,285 219,584 266,869
Organization expenses, net of amortization 4,128 0 4,128
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 $ 21,836,885 $ 34,599,799 $ 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
Shareholder serv fees 0 54,581 58,474(c) 113,055
Portfolio accounting fees 44,000 31,392 4,608(c) 80,000
Transfer agency fees 11,970 42,328 (27,898)(c) 26,400
Organization costs 9,907 0 (9,907)(c) 0
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 198,916 373,217 548,017
Less: 0
Waived fees and reimbursed expenses fees (109,153) (86,481) 54,616(d) (141,018)
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, there will not be any historical data carried
forward to the new Fund.
(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
which are not accounting survivors.
(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.
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 may be sold by the Investment Manager once the
Funds are Merged.
(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
TOTAL ASSETS 1,243,019 13,374,145 14,617,164
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 (3,981) 4,033 52
Other 16,880 10,394 27,274
TOTAL LIABILITIES 39,190 79,366 118,556
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 investment income (loss) (2,719) (2,719)
Undistributed net realized gain (loss)
on investments 76,302 (3,375,294) (3,298,992)
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 1,221,621 343,581(a) 1,651,547
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
Shareholder serv fees 940 0 32,323(b) 33,263
Portfolio accounting fees 16,371 44,000 19,629(b) 80,000
Transfer agency fees 525 10,191 (9,616)(b) 1,100
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 1,137 (114)(b) 1,023
Other 1,487 4,673 (308)(b) 5,852
TOTAL EXPENSES 51,047 192,940 278,171
Less:
Waived fees and reimbursed expenses fees (46,920) (91,022) 19,433(c) (118,509)
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 may be sold by the Investment Manager once the Funds
are Merged.
(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 and semi-annual reports of Advantage and Select.
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
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
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 shareholder servicing 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 surviving legal entity 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 1,651,547
</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.[ ] to
Registrant's Registration Statement on Form N-1A (File Nos. 333-74283;
811-09255, filed [________, 1999] (accession number [__________-__-______]).
ITEM 16. EXHIBITS.
(1) Incorporated by reference to Item 23, Exhibit 1 of [___] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
333-74283; 811-09255, filed [________, 1999] (accession number
[__________-__-______]).
(2) Incorporated by reference to Item 23, Exhibit 2 of [___] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
333-74283; 811-09255, filed [________, 1999] (accession number
[__________-__-______]).
(3) Not applicable.
(4) Agreements and Plans of Reorganization as Filed herewith as Exhibit A to
Part A.
(5) Not Applicable.
(6) Incorporated by reference to Item 23, Exhibits 4(a), (b)(i), and (b)(ii) of
[___] Effective Amendment No.[ ] to Registrant's Registration Statement on
Form N-1A (File Nos. 333-74283; 811-09255, filed [________, 1999] (accession
number [__________-__-______]).
(7) Incorporated by reference to Item 23, Exhibit 5(a) and (b) of [___]
Effective Amendment No.[ ] to Registrant's Registration Statement on Form
N-1A (File Nos. 333-74283; 811-09255, filed [________, 1999] (accession
number [__________-__-______]).
(8) Not applicable.
(9) Incorporated by reference to Item 23, Exhibit 7 of [___] Effective Amendment
No.[ ] to Registrant's Registration Statement on Form N-1A (File Nos.
333-74283; 811-09255, filed [________, 1999] (accession number
[__________-__-______]).
(10) Incorporated by reference to Item 23, Exhibit 13 of [___] Effective
Amendment No.[ ] to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74283; 811-09255, filed [________, 1999] (accession number
[__________-__-______]).
(11) Incorporated by reference to Item 23, Exhibit 9 of [___] Effective
Amendment No.[ ] to Registrant's Registration Statement on Form N-1A (File
Nos. 333-74283; 811-09255, filed [________, 1999] (accession number
[__________-__-______]).
(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 8(a), (b), (c) and (d) of
[___] Effective Amendment No.[ ] to Registrant's Registration Statement on
Form N-1A (File Nos. 333-74283; 811-09255, filed [________, 1999] (accession
number [__________-__-______]).
(14) Not applicable.
(15) Not applicable.
(16) Powers of Attorney. Filed herewith.
(17) Not applicable.
ITEM 17. UNDERTAKINGS.
(1) Not applicable.
(2) Not applicable.
C-1
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of San Francisco and State
of California on the 22nd day of April, 1999.
<TABLE>
<S> <C> <C>
WELLS FARGO VARIABLE TRUST
By: /s/
-----------------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 22nd day
of April, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
-------------------------- --------------------------
<S> <C> <C> <C>
1) Principal
Executive Officer
/s/ Chairman and President
--------------------------
[ ]
2) Principal Financial
and Accounting Officer
/s/ Secretary and Treasurer
--------------------------
Richard H. Blank, Jr.
3) A Majority of the Trustees
/s/ Chairman
--------------------------
[ ]
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
[ ] Trustee
By: /s/
--------------------------
[ ]
(Attorney-in-fact)
</TABLE>
C-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
(16) Powers of Attorney.
</TABLE>
C-3
<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
