WELLS FARGO VARIABLE TRUST
485BPOS, 1999-09-20
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<PAGE>

             As filed with the Securities and Exchange Commission
                             on September 20, 1999
                     Registration No. 333-74283; 811-09255

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------
                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [_]

Pre-Effective Amendment No. ___                                              [_]

Post-Effective Amendment No. 5                                               [X]

                                      And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [_]

Amendment No. 7                                                              [X]

                           ________________________

                          WELLS FARGO VARIABLE TRUST
        (Exact Name of Registrant as specified in Certificate of Trust)
                               111 Center Street
                         Little Rock, Arkansas  72201
         (Address of Principal Executive Offices, including Zip Code)
                          __________________________

      Registrant's Telephone Number, including Area Code:  (800) 643-9691
                             Richard H. Blank, Jr.
                               c/o Stephens Inc.
                               111 Center Street
                         Little Rock, Arkansas  72201
                    (Name and Address of Agent for Service)
                                With a copy to:
                            Robert M. Kurucza, Esq.
                            Marco E. Adelfio, Esq.
                            Morrison & Foerster LLP
                         2000 Pennsylvania Ave., N.W.
                            Washington, D.C.  20006

It is proposed that this filing will become effective (check appropriate box):

[X]  Immediately upon filing pursuant to Rule 485(b), or

[_]  on _________ pursuant to Rule 485(b)

[_]  60 Days after filing pursuant to Rule 485(a)(1), or

[_]  on _________ pursuant to Rule 485(a)(1)

[_]  75 days after filing pursuant to Rule 485(a)(2), or

[_]  on _________ pursuant to Rule 485(a)(2)

If appropriate, check the following box:

[_]  This post-effective amendment designates a new effective date for a
     previously filed post-effective amendment.
<PAGE>

                           Well Fargo Variable Trust
                           -------------------------
                             Cross Reference Sheet
                             ---------------------

Form N-1A Item Number
- ---------------------

Part A          Prospectus Captions
- ------          -------------------

1               Front and Back Cover Pages
2               Objectives and Principal Strategies
                Important Risks
3               Summary of Expenses
4               See Individual Fund Summaries
                Objectives and Principal Strategies
                General Investment Risks
?5              Not Applicable
6               Organization and Management of the Funds
7               Investing in the Funds
                Pricing Fund Shares
8               Dividends and Distributions
9               See Individual Fund Summaries

Part B          Statement of Additional Information Captions
- ------          --------------------------------------------

10              Cover Page and Table of Contents
11              Historical Fund Information
12              Investment Restrictions
                Additional Permitted Investment Policies
                Risk Factors
13              Management
14              Capital Stock
15              Management
16              Portfolio Transactions
17              Capital Stock
18              Determination of Net Asset Value
                Additional Purchase and Redemption Information
19              Federal Income Taxes
20              Management
21              Performance Calculations
22              Financial Information

Part C          Other Information
- ------          -----------------

23-30       Information required to be included in Part C is set forth under the
            appropriate Item, so numbered, in Part C of this Document.
<PAGE>

                               EXPLANATORY NOTE
                               ----------------

     This Post-Effective Amendment No. 5 to the Registration Statement of Wells
Fargo Variable Trust is being filed to register the definitive forms of
prospectuses and statement of additional information for the Asset Allocation,
Corporate Bond, Equity Income, Equity Value, Growth, International Equity, Large
Company Growth, Money Market and Small Cap Growth Funds, and to make certain
other non-material changes to the Registration Statement for these Funds.
<PAGE>


[LOGO OF WELLS FARGO FUNDS]

WELLS FARGO VARIABLE TRUST FUNDS



Please read this Prospectus and keep it for future reference. It is designed to
provide you with important information and to help you decide if a Fund's goals
match your own.

Federal law requires us to update this Prospectus annually. Federal law does not
allow us to satisfy Prospectus delivery requirements by sending one Prospectus
for all accounts and people within a household. Therefore, if you own the same
Fund in more than one account or if several people in your household own the
same Fund, you will receive multiple Prospectuses.

These securities have not been approved or disapproved by the U.S. Securities
and Exchange Commission ("SEC"), nor has the SEC passed upon the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.

Fund shares are NOT deposits or other obligations of, or issued, endorsed or
guaranteed by Wells Fargo Bank, N.A. ("Wells Fargo Bank") or any of its
affiliates. Fund shares are NOT insured or guaranteed by the U.S. Government,
the Federal Deposit Insurance Corporation ("FDIC") or any other governmental
agency. AN INVESTMENT IN A FUND INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE LOSS
OF PRINCIPAL.

September 20, 1999

                            ----------------------
                                  PROSPECTUS
                            ----------------------

Asset Allocation Fund

Corporate Bond Fund

Equity Income Fund

Equity Value Fund

Growth Fund

International Equity Fund

Large Company Growth Fund

Money Market Fund

Small Cap Growth Fund

<PAGE>


Table of Contents                                           Variable Trust Funds
- --------------------------------------------------------------------------------

<TABLE>
<S>                                    <C>                                          <C>
Overview                               Objectives and Principal Strategies           4

This section contains important        Summary of Important Risks                    6
summary information about the          Performance History                           9
Funds.
                                       Key Information                              14
- --------------------------------------------------------------------------------------
The Funds                              Asset Allocation Fund                        16
This section contains important        Corporate Bond Fund                          20
information about the individual       Equity Income Fund                           22
Funds.
                                       Equity Value Fund                            24
                                       Growth Fund                                  26
                                       International Equity Fund                    30
                                       Large Company Growth Fund                    32
                                       Money Market Fund                            34
                                       Small Cap Growth Fund                        38
                                       General Investment Risks                     41
                                       Organization and Management
                                        of the Funds                                47
- --------------------------------------------------------------------------------------
Your Investment                        Your Account                                 50
Turn to this section for
information on how to buy
and sell Fund shares.

- --------------------------------------------------------------------------------------
Reference                              Other Information                            51
Look here for additional               Table of Predecessors                        52
information and term                   Portfolio Managers                           53
definitions.
                                       Glossary                                     56
</TABLE>

<PAGE>


Variable Trust Funds Overview
- --------------------------------------------------------------------------------
See the individual Fund descriptions in this Prospectus for further details.

<TABLE>
<CAPTION>
FUND                                 OBJECTIVE
<S>                                   <C>
Asset Allocation Fund                 Seeks long-term total return, consistent with reasonable risk.


Corporate Bond Fund                   Seeks a high level of current income consistent with reasonable risk.


Equity Income Fund                    Seeks long-term capital appreciation and above-average dividend
                                      income.


Equity Value Fund                     Seeks long-term capital appreciation.


Growth Fund                           Seeks long-term capital appreciation.


International Equity Fund             Seeks total return, with an emphasis on capital appreciation over the
                                      long-term.


Large Company Growth                  Seeks long-term capital appreciation.
Fund


Money Market Fund                     Seeks current income, while preserving capital and liquidity.


Small Cap Growth Fund                 Seeks long-term capital appreciation.
</TABLE>


4 Variable Trust Prospectus
<PAGE>


PRINCIPAL STRATEGY

We do not select individual securities for investment, rather, we buy
substantially all of the securities of various indexes to replicate the total
return of the index. We use an asset allocation model to allocate and reallocate
assets among common stocks (S&P 500 Index), U.S.Treasury bonds (Lehman Brothers
20+ Bond Index) and money market instruments, operating from a target allocation
of 60% stocks and 40% bonds. We invest in asset classes that we believe are
undervalued in order to achieve better long-term, risk-adjusted returns.

We invest primarily in corporate debt securities of any maturity. Under normal
market conditions we expect to maintain a dollar weighted-average maturity for
portfolios of between 10 and 15 years. We may invest up to 25% of Fund assets in
securities considered to be below investment grade ("junk bonds") to enhance
yield.

The Fund invests in the common stocks of large, high-quality domestic companies
with above-average return potential and above-average dividend income. We
consider "large" companies to be those whose market capitalization is greater
than the median of the Russell 1000 Index, which is considered a mid- to large-
capitalization index.

We invest in equity securities that we believe are undervalued in relation to
the overall stock markets.

We invest in common stocks and other equity securities of domestic and foreign
companies whose market capitalization falls within the range of the Russell 1000
Index, which is considered a mid- to large-capitalization index. We buy stocks
of companies that have a strong earnings growth trend and above-average
prospects for future growth, or that we believe are undervalued.

We invest in equity securities of companies based in developed non-U.S.
countries and in emerging markets of the world. We expect that the securities
held by the Fund will be traded on a stock exchange or other market in the
country in which the issuer is based, but they also may be traded in other
countries, including the U.S. We apply a fundamentals-driven, value-oriented
analysis to identify companies with above-average potential for long-term growth
and total return capabilities.

The Fund invests in the common stock of large,high-quality domestic companies
that have superior growth potential. We consider "large" companies to be those
whose market capitalization is greater than the median of the Russell 1000
Index, which is considered a mid- to large-capitalization index.

We invest in high-quality, U.S. dollar-denominated money market
instruments, including debt obligations. We may also make certain other
investments, including, for example, repurchase agreements.

We invest in common stocks issued by companies whose market capitalization falls
within the range of the Russell 2000 Index, which is considered a small
capitalization index. We invest in the common stocks of domestic and foreign
issuers we believe have above-average prospects for capital growth, or that may
be involved in new or innovative products, services and processes.


                                                    Variable Trust Prospectus  5
<PAGE>


Summary of Important Risks
- --------------------------------------------------------------------------------

This section summarizes important risks that are common to all of the Funds
described in this Prospectus, and important risks that relate specifically to
particular Funds. Both are important to your investment choice. Additional
information about these and other risks is included in:

 . the individual Fund Descriptions later in this Prospectus;
 . under the "General Investment Risks" section beginning on page 41; and
 . in the Funds' Statement of Additional Information.

An investment in a Fund is not a deposit of Wells Fargo Bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. It is possible to lose money by investing in a Fund. Although
the Money Market Fund seeks to maintain the value of your investment at $1.00
per share, it is possible to lose money by investing in the Fund.

  COMMON RISKS FOR THE FUNDS

  Equity Securities

  The Funds invest in equity securities, which are subject to equity market
  risk. This is the risk that stock prices will fluctuate and can decline and
  reduce the value of a Fund's portfolio. Certain types of stock and certain
  individual stocks selected for a Fund's portfolio may underperform or decline
  in value more than the overall market. As of the date of this Prospectus, the
  equity markets, as measured by the S&P 500 Index and other commonly used
  indexes, are trading at or close to record levels. There can be no guarantee
  that these levels will continue. The Funds that invest in smaller companies,
  in foreign companies (including investments made through American Depositary
  Receipts and similar instruments), and in emerging markets are subject to
  additional risks, including less liquidity and greater price volatility. A
  Fund's investment in foreign 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 may invest some of their assets in debt securities, such as notes
  and bonds, which 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 instruments 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 instrument has adjustable or
  variable rate features, which can reduce interest rate risk. Changes in market
  interest rates may also extend or shorten the duration of certain types of
  instruments, such as asset-backed securities, thereby affecting their value
  and the return on your investment.


6  Variable Trust Prospectus
<PAGE>


<TABLE>
<CAPTION>
FUND                                  SPECIFIC RISKS
<S>                                   <C>
                                      The Fund uses an investment model that seeks undervalued asset
                                      classes. There is no guarantee that the asset allocation model will
                                      make accurate determinations or that an asset class we believe is
Asset Allocation Fund                 undervalued will perform as expected. We may incur higher than
                                      average portfolio turnover resulting from allocation shifts
                                      recommended by the model. Portfolio turnover increases
                                      transaction costs and may trigger capital gains.

                                      We may invest in debt securities that are in low or below investment
                                      grade categories, or are unrated or in default at the time of
                                      purchase. Such debt securities have a much greater risk of default
                                      (or in the case of bonds currently in default, of not returning
                                      principal) and are more volatile than higher-rated securities of
Corporate Bond Fund                   similar maturity. The value of such debt securities will be affected
                                      by overall economic conditions, interest rates, and the
                                      creditworthiness of the individual issuers. Additionally, these lower
                                      rated debt securities may be less liquid and more difficult to value
                                      than higher rated securities.

                                      Stocks selected for their high dividend income may be more
                                      sensitive to interest rate changes than other stocks. This Fund is
Equity Income Fund                    primarily subject to the equity securities risks described in the
                                      Common Risks section above.

                                      There is no guarantee that securities selected as "undervalued" will
                                      perform as expected. Stocks of smaller, medium-sized and foreign
Equity Value Fund                     companies purchased using the value strategy may be more
                                      volatile and less liquid than other comparable securities.

                                      We select growth stocks based on prospects for future earnings,
                                      which may not grow as expected. In addition, at times, the overall
Growth Fund                           market or the market for value stocks may outperform growth
                                      stocks.
</TABLE>


                                                    Variable Trust Prospectus  7
<PAGE>


Summary of Important Risks
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FUND                                  SPECIFIC RISKS
<S>                                   <C>
                                      Foreign company stocks involve special risks, including generally
                                      higher commission rates, political, social and monetary or
                                      diplomatic developments that could affect U.S. investments in
                                      foreign countries. Emerging market countries may experience
                                      increased political instability, and are often dependent on
                                      international trade, making them more vulnerable to events in
International Equity Fund             other countries. They may have less developed financial systems and
                                      volatile currencies and may be more sensitive than more mature
                                      markets to a variety of economic factors. Emerging market
                                      securities may also be less liquid than securities of more
                                      developed countries, which may make them more difficult to sell,
                                      particularly during a market downturn. Additionally, dispositions of
                                      foreign securities and dividends and interest payable on those
                                      securities may be subject to foreign taxes.

                                      The Fund is primarily subject to the equity market risks described
                                      in the Common Risks section above. Dividend-producing large
                                      company stocks have experienced unprecedented appreciation in
                                      recent years. There is no guarantee such performance levels will
Large Company Growth Fund             continue. We select growth stocks based on prospects for future
                                      earnings, which may not grow as expected.In addition, at times, the
                                      overall market or the market for value stocks may outperform
                                      growth stocks.

                                      Although the Fund seeks to maintain a stable net asset value of
Money Market Fund                     $1.00 per share, there is no assurance it will be able to do so.

                                      This Fund may invest in companies that pay low or no dividends,
                                      have smaller market capitalizations, have less market liquidity,
                                      have no or relatively short operating histories, or are newly
                                      public companies. Some of these companies have aggressive capital
                                      structures, including high debt levels, or are involved in rapidly
                                      growing or changing industries and/or new technologies. Because the
                                      Fund may invest in such aggressive securities, share prices
Small Cap Growth Fund                 may rise and fall more than the share prices of other funds. In
                                      addition, our active trading investment strategy may result in a
                                      higher-than-average portfolio turnover ratio, increased trading
                                      expenses, and higher short-term capital gains. We select stocks for
                                      this Fund based in part on their prospects for future earnings,
                                      which may not grow as expected. In addition, at times, the overall
                                      market or the market for value stocks may outperform growth
                                      stocks.
</TABLE>


8  Variable Trust Prospectus
<PAGE>


Performance History
- --------------------------------------------------------------------------------

     The information on the following pages shows you how each Fund has
     performed and illustrates the variability of a Fund's returns over
     time. Each Fund's average annual returns for one-year and since inception
     periods are compared to the performance of an appropriate broad-based
     index. Please remember that past performance is no guarantee of future
     results. The performance for the Funds in this Prospectus do not reflect
     fees charged by your variable life insurance/annuity certificate or
     contract. If they did, returns would be lower.

     The Corporate Bond Fund, Equity Value Fund,International Equity Fund and
     Large Company Growth Fund have been in operation less than a calendar
     year, therefore, performance information is not shown for these Funds.

     Asset Allocation Fund Calendar Year Returns (%)*

            '95      '96      '97       '98
           28.95     11.46    20.88    25.26


     Best Qtr.: Q4 '98 . 15.86%         Worst Qtr.: Q3 '98  . -5.38%

     * The Fund's year-to-date performance through June 30, 1999 was 6.10%.

<TABLE>
<CAPTION>
     Average annual total return (%)
                                                                            Since
     for the period                                             1 year    Inception
     <S>                                                        <C>       <C>
     WFVT Asset Allocation Fund (Incept.4/15/94)                25.26       18.24

     S&P 500 Index/1/                                           28.58       26.49

     LB Gov't./Corp. Bond Index/2/                               9.47        8.43
</TABLE>
     1. S&P 500 is a registered trademark of Standard & Poor's.
     2. Lehman Brothers Government/Corporate Bond Index.


                                                    Variable Trust Prospectus  9
<PAGE>


Performance History
- --------------------------------------------------------------------------------

     Equity Income Fund Calendar Year Returns (%)*


       97'               98'

     26.90              18.42


     Best Qtr.: Q4 '98 . 15.63%         Worst Qtr.: Q3 '98 . -9.73%

     * The Fund's year-to-date performance through June 30, 1999 was 12.75%.

<TABLE>
<CAPTION>
     Average annual total return (%)
                                                                              Since
     for the period ended 12/31/98                            1 year        Inception
     <S>                                                      <C>           <C>
     WFVT Equity Income Fund (Incept.5/6/96)                   18.42          20.71
     S&P 500 Index/1/                                          28.58          28.96
</TABLE>

     1. S&P 500 is a registered trademark of Standard & Poor's.


10  Variable Trust Prospectus
<PAGE>


     Growth Fund Calendar Year Returns (%)*


        95'         96'         97'          98'

      29.19        22.44       17.33        28.81


     Best Qtr.: Q4 '98 . 22.93%         Worst Qtr.: Q3 '98 . -10.40%

<TABLE>
<CAPTION>
     Average annual total return (%)
                                                                             Since
     for the period ended 12/31/98                          1 year         Inception
     <S>                                                    <C>            <C>
     WFVT Growth Fund (Incept.4/12/94)                      28.81            21.42
     S&P 500 Index/1/                                       28.58            26.49
</TABLE>

     1. S&P 500 is a registered trademark of Standard & Poor's.


                                                   Variable Trust Prospectus  11
<PAGE>


Performance History
- ----------------------------------------------------------------------


  Money Market Fund Calendar Year Returns (%)*

      95'        96'        97'       98'

     5.41       4.72       5.04      4.77

  Best Qtr.: Q1 '95 .  1.37%      Worst Qtr.: Q3 '94  1.04%


  * The Funds's year-to-date performance through June 30, 1999 was 2.08%.

<TABLE>
<CAPTION>
   Average annual total return (%)
                                                                   Since
  for the period ended 12/31/98                      1 year       Inception
  <S>                                                <C>          <C>
  WFVT Money Market Fund (Incept.5/19/94)             4.77          4.91
  IBC All Taxable Money Market Fund Average           5.07          5.38
</TABLE>


12   Variable Trust Prospectus
<PAGE>


     Small Cap Growth Fund Calendar Year Returns (%)*


        96'         97'         98'

      31.47        9.87       -14.47

     Best Qtr.: Q2 '97 . 18.76%   Worst Qtr.: Q3 '98 . -27.93%

     * The Fund's year-to-date performance through June 30, 1999 was -4.78%.

<TABLE>
<CAPTION>
   Average annual total return (%)
                                                                    Since
   for the period ended 12/31/98                     1 year       Inception
   <S>                                             <C>            <C>
   WFVT Small Cap Growth Fund (Incept.5/17/95)     -14.47           10.26
   Russell 2000 Index                               -2.55           14.78
</TABLE>


                                                Variable Trust Prospectus     13
<PAGE>


Key Information
- -------------------------------------------------------------------------------

Important information you should look for as you decide to invest in a
Fund:

The summary information on the previous pages is designed to provide you with an
overview of each Fund. The sections that follow provide more detailed
information about the investments and management of each Fund.

- --------------------------------------------------------------------------------
Investment Objective and Investment Strategies
The investment objective of each Fund in this Prospectus is non-
fundamental, that is, it can be changed by a vote of the Board of Trustees
alone. The objectives and strategies descriptions for each Fund tell you:

 .  what the Fund is trying to achieve;

 .  how we intend to invest your money; and

 .  what makes a Fund different from the other Funds offered in this
   Prospectus.

- --------------------------------------------------------------------------------

Permitted Investments
A summary of the Fund's key permitted investments and practices.

Important Risk Factors
Describes the key risk factors for the Fund, and includes risks described in
the "Summary of Important Risks" and "General Investment Risks" sections.

Words appearing in italicized print and highlighted in color are defined in
the Glossary.


14   Variable Trust Prospectus

<PAGE>

                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>


Asset Allocation Fund
- --------------------------------------------------------------------------------

Investment Objective

The Asset Allocation Fund seeks long-term total return, consistent with
reasonable risk.

- --------------------------------------------------------------------------------

Investment Strategies

We allocate and reallocate assets among common stocks, U.S.Treasury Bonds
and money 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.

- --------------------------------------------------------------------------------

Permitted Investments
The asset classes we invest in are:

 .   Stock Investments--We invest in common stocks to replicate the S&P 500
    Index.We do not individually select common stocks on the basis of
    traditional investment analysis. Instead, we invest in each company
    comprising the S&P 500 Index in proportion to its weighting in the S&P
    500 Index to match the total return of the S&P 500 Index as closely as
    possible;

 .   Bond Investments--We invest in U.S.Treasury Bonds to replicate the
    Lehman Brothers 20+ Bond Index.Bonds in this Index have remaining
    maturities of twenty years or more;and

 .   Money Market Investments--We invest this portion of the Fund in high-
    quality money market instruments, including U.S.Government
    obligations,obligations of foreign and domestic banks, short-term
    corporate debt instruments and repurchase agreements.

In addition,under normal market conditions,we may invest:

 .   In call and put options on stock indexes,stock index futures,options on
    stock index futures,and interest rate futures contracts as a substitute
    for a comparable market position in stocks or bonds;

 .   In interest rate and index swaps;and

 .   Up to 25% of total assets in foreign obligations qualifying as money
    market investments.

We manage the allocation of investments in the Fund's portfolio assuming a
"normal"allocation of 60% stocks and 40% bonds. This is not a "Target"
allocation but rather a measure of the level of risk tolerance for the Fund.

We are not required to keep a minimum investment in any of the three asset
classes described above,nor are we prohibited from investing substantially all
of our assets in a single class. The allocation may shift at any time.We may
temporarily hold assets in cash or in money market instruments, including
U.S.Government obligations, repurchase agreements and other short-term
investments,to maintain liquidity or when we believe it is in the best interests
of shareholders to do so.During such periods,the Fund may not achieve its
objective of long-term total return. The Fund is a diversified portfolio.

We may temporarily hold assets in cash or in money market instruments, including
U.S.Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so. During these periods, the Fund may not achieve its
objective of long-term total return.


16   Variable Trust Prospectus

<PAGE>


     Important Risk Factors

     Foreign obligations may entail additional risks, such as currency,
     political, regulatory and diplomatic risks, which are described in more
     detail in the General Investment Risks section below. The value of
     investments in options on stock indexes and stock index futures is affected
     by price movements for the stocks in a particular index, rather than price
     movements for an individual security.

     You should consider the "Summary of Important Risks" section on page 6; the
     "General Investment Risks" section beginning on page 41; and the specific
     risks listed here. They are all important to your investment choice.


                                                Variable Trust Prospectus     17

<PAGE>


Asset Allocation Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial
statements, is available upon request in the Fund's annual report.

- --------------------------------------------------------------------------------
 FOR A SHARE OUTSTANDING
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               FUND COMMENCED
                                              ON APRIL 15,1994
                                           -------------------------------------
                                                  (Unaudited)
For the period ended:                               Jun.30,    Dec.31,
                                                     1999       1998
                                           -------------------------------------
<S>                                        <C>               <C>
Net asset value, beginning of period              $  13.45   $  11.99

Income from investment operations:
  Net investment income (loss)                        0.11       0.34
  Net realized and unrealized gain (loss)
     on investments                                   0.71       2.60

Total from investment operations                      0.82       2.94

Less distributions:
  Dividends from net investment income               (0.11)     (0.34)
  Distributions from net realized gain                0.00      (1.14)

Total from distributions                             (0.11)     (1.48)

Net asset value, end of period                    $  14.16   $  13.45

Total return (not annualized)/1/                      6.10%     25.26%

Ratios/supplemental data:
Net assets, end of period (000s)                  $201,116   $156,241

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets             0.96%      0.92%
  Ratio of net investment income (loss)
     to average net assets                            1.68%      2.62%

Portfolio turnover                                      27%        29%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                    1.20%      1.11%

Ratio of net investment income (loss)
  to average net assets prior to
  waived fees and reimbursed
  expenses (annualized)                               1.44%      2.43%
- --------------------------------------------------------------------------------
/1/ Total returns do not include sales charges.
</TABLE>


18   Variable Trust Prospectus

<PAGE>


                                                            Financial Highlights
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           Dec. 31,          Dec. 31,         Dec. 31,      Dec. 31,
             1997              1996             1995          1994
- --------------------------------------------------------------------------------
          $ 11.42           $  11.27         $  9.71        $10.00


             0.60               0.56            0.55          0.30

             1.73               0.69            2.21         (0.19)

             2.33               1.25            2.76          0.11


            (0.60)             (0.56)          (0.55)        (0.30)
            (1.16)             (0.54)          (0.65)        (0.10)

            (1.76)             (1.10)          (1.20)        (0.40)

         $  11.99           $  11.42         $ 11.27        $ 9.71

            20.88%             11.46%          28.95%         1.13%


         $ 86,506           $ 51,797         $25,467        $7,464


             0.80%              0.69%           0.41%         0.00%

             5.20%              5.34%           5.58%         6.30%

              156%                 4%             97%            0%



             0.85%              0.80%           1.22%         2.24%




             5.15%              5.23%           4.77%         4.06%
- -------------------------------------------------------------------------------


                                                Variable Trust Prospectus     19
<PAGE>


Corporate Bond Fund
- --------------------------------------------------------------------------------

Portfolio Managers: N. Graham Allen, FCMA; John W. (Jack) Burgess; Jacqueline
                    A. Flippin; Daniel J. Kokoszka, CFA; Scott Smith, CFA


- --------------------------------------------------------------------------------
Investment Objective
The Corporate Bond Fund seeks a high level of current income, consistent
with reasonable risk.

- --------------------------------------------------------------------------------

Investment Strategies
We seek a high level of current income by actively managing a diversified
portfolio consisting primarily of corporate debt securities. When purchasing
these securities we consider, among other things, the yield differences for
various corporate sectors, and the current economic cycle's potential effect on
the various types of bonds. We may invest in securities of any maturity. Under
normal market conditions, we expect to maintain a dollar-weighted average
maturity for portfolio securities of between 10 and 15 years. We also may invest
in U.S. Government obligations.

- --------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 .  at least 65% of our total assets in corporate debt securities;

 .  in U.S.Government obligations;

 .  up to 25% of our total assets in debt securities that are below
   investment grade;and

 .  up to 25% of our total assets in securities of foreign issuers.

We may temporarily hold assets in cash or in money market instruments, including
U.S.Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments,either to maintain liquidity or
for short-term defensive purposes when we believe it is in the best interests of
shareholders to do so.During these periods, the Fund may not achieve its
objective of a high level of current income.

- --------------------------------------------------------------------------------

Important Risk Factors We may invest in securities regardless of their rating,
or in securities that are unrated or in default at the time of purchase.

You should consider the "Summary of Important Risks" section on page 6;the
"General Investment Risks" section beginning on page 41; and the specific risks
listed here. They are all important to your investment choice.


20   Variable Trust Prospectus
<PAGE>

                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>


Equity Income Fund
- --------------------------------------------------------------------------------

     Portfolio Managers: David L. Roberts, CFA; Gary J. Dunn, CFA

     ---------------------------------------------------------------------------

     Investment Objective
     The Equity Income Fund seeks long-term capital appreciation and above-
     average dividend income.

     ---------------------------------------------------------------------------

     Investment Strategies
     We invest primarily in the common stock of large, high-quality domestic
     companies that have above-average return potential based on current market
     valuations. We primarily emphasize investments in securities of companies
     with above-average dividend income. We use various valuation measures when
     selecting securities for the portfolio, including above-average dividend
     yields and below industry average price-to-earnings, price-to-book and
     price-to-sales ratios. We consider "large" companies to be those whose
     market capitalization is greater than the median of the Russell 1000 Index.

     ---------------------------------------------------------------------------

     Permitted Investments
     Under normal market conditions, we invest:

     . at least 65% of total assets in income-producing equity securities; and

     . in issues of companies with market capitalization greater than the median
       of the Russell 1000 Index (as of March 31, 1999, this median was
       approximately $3.7 billion; the median is expected to change frequently).

     We may invest in preferred stocks, convertible securities, and securities
     of foreign companies. We will normally limit our investment in a single
     issuer to 10% or less of our total assets.

     We may temporarily hold assets in cash or in money market instruments,
     including U.S. Government obligations, shares of other mutual funds and
     repurchase agreements, or make other short-term investments, either to
     maintain liquidity or for short-term defensive purposes when we believe it
     is in the best interests of shareholders to do so.During these periods, the
     Fund may not achieve its objective of long-term capital appreciation and
     above-average dividend income.

     ---------------------------------------------------------------------------

     Important Risk Factors
     Stocks selected for their high dividend yields may be more sensitive to
     interest rate changes than other stocks.

     You should consider the "Summary of Important Risks" section on page 6; the
     "General Investment Risks" section beginning on page 41; and the specific
     risks listed here. They are all important to your investment choice.


22   Variable Trust Prospectus
<PAGE>


                                                            Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial
statements, is available upon request in the Fund's annual report.

- --------------------------------------------------------------------------------
 FOR A SHARE OUTSTANDING
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         FUND COMMENCED
                                                          ON MAY 6,1996
                                                         ---------------------------------------------------------------------
                                                           (Unaudited)
                                                            Jun.30,       Dec.31,    Dec.31,    Dec.31,
For the period ended:
                                                              1999          1998       1997       1996
                                                         ---------------------------------------------------------------------
<S>                                                       <C>             <C>        <C>         <C>
Net asset value, beginning of period                       $  16.00       $ 13.68    $ 10.91     $10.00

Income from investment operations:
   Net investment income (loss)                                0.09          0.18       0.14       0.08
   Net realized and unrealized gain (loss)
      on investments                                           1.95          2.34       2.79       0.92

Total from investment operations                               2.04          2.52       2.93       1.00

Less distributions:
   Dividends from net investment income                        0.00         (0.18)     (0.14)     (0.08)
   Distributions from net realized gain                        0.00         (0.02)     (0.02)     (0.01)

Total from distributions                                       0.00         (0.20)     (0.16)     (0.09)

Net asset value, end of period                             $  18.04       $ 16.00    $ 13.68     $10.91

Total return (not annualized)/1/                              12.75%        18.42%     26.90%      9.95%

Ratios/supplemental data:
   Net assets, end of period (000s)                        $114,900       $86,069    $39,888     $9,415

Ratios to average net assets (annualized):
   Ratio of expenses to average net assets                     0.80%         0.80%      0.80%      0.80%
   Ratio of net investment income (loss) to
      average net assets                                       1.22%         1.47%      1.85%      2.31%

Portfolio turnover                                             1.00%         1.58%      2.85%      4.20%

Ratio of expenses to average net
   assets prior to waived fees and
   reimbursed expenses (annualized)                            1.09%         1.10%      1.34%      2.51%

Ratio of net investment income (loss)
   to average net assets prior to waived fees
   and reimbursed expenses (annualized)                        0.93%         1.17%      1.31%      0.60%
- -------------------------------------------------------------------------------
/1/ Total returns do not include sales charges.
</TABLE>


                                                Variable Trust Prospectus     23
<PAGE>


Equity Value Fund
- --------------------------------------------------------------------------------

     Portfolio Managers: Rex Wardlaw, CFA; Allen Wisniewski, CFA; Gregg
     Giboney, CFA

     ---------------------------------------------------------------------------

     Investment Objective
     The Equity Value Fund seeks long-term capital appreciation.

     ---------------------------------------------------------------------------

     Investment Strategies
     We seek long-term capital appreciation by investing in a diversified
     portfolio composed primarily of equity securities that are trading at low
     price-to-earnings ratios, as measured against the stock market as a whole
     or against the individual stock's own price history. In addition we look at
     the price-to-book value and price-to-cash flow ratios of companies for
     indications of attractive valuation. We use both quantitative and
     qualitative analysis to identify possible investments. Dividends are a
     secondary consideration when selecting stocks.We may purchase particular
     stocks when we believe that a history of strong dividends may increase
     their market value.

     ---------------------------------------------------------------------------

     Permitted Investments
     Under normal market conditions, we invest:

     . primarily in common stocks of both large, well-established companies and
       aller companies with market capitalization exceeding $50 million at the
       time of purchase;

     . in debt securities that may be converted into the common stock of both
       U.S. and foreign companies; and

     . up to 25% of our assets in foreign companies through American Depositary
       Receipts and similar instruments.

     We may also purchase convertible debt securities with the same
     characteristics as common stock, as well as in preferred stock and
     warrants.

     We may temporarily hold assets in cash or in money market instruments,
     including U.S. Government obligations, shares of other mutual funds and
     repurchase agreements, or make short-term investments, either to maintain
     liquidity or for short-term defensive purposes when we believe it is in the
     best interests of shareholders. During such periods, the Fund may not
     achieve its objective of long-term capital appreciation.

     ---------------------------------------------------------------------------

     Important Risk Factors
     There is no guarantee that securities selected as "undervalued" will
     perform as expected. Stocks of smaller, medium-sized and foreign companies
     purchased using the value approach may be more volatile and less liquid
     than other comparable securities.

     You should consider the "Summary of Important Risks" section on page 6, the
     "General Investment Risks" section beginning on page 41, and the specific
     risks listed here. They are all important to your investment choice.


24   Variable Trust Prospectus

<PAGE>


                                                            Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

- --------------------------------------------------------------------------------
 FOR A SHARE OUTSTANDING
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 FUND COMMENCED
                                                                  ON MAY 1,1998
                                                              ---------------------------------------
                                                                   (Unaudited)
                                                                    Jun.30,        Dec.31,
For the period ended:
                                                                      1999           1998
                                                              --------------------------------------
<S>                                                              <C>              <C>
Net asset value, beginning of period                                 $  9.55       $ 10.00

Income from investment operations:
   Net investment income (loss)                                         0.05          0.07
   Net realized and unrealized gain (loss)
      on investments                                                    0.72         (0.45)

Total from investment operations                                        0.77         (0.38)

Less distributions:
   Dividends from net investment income                                (0.05)        (0.07)
   Distributions from net realized gains                                0.00          0.00

Total from distributions                                               (0.05)        (0.07)

Net asset value, end of period                                       $ 10.27       $  9.55

Total return (not annualized)/1/                                        8.05%        (3.76%)

Ratios/supplemental data:
   Net assets,end of period (000s)                                   $22,179       $11,072

Ratios to average net assets (annualized):
   Ratio of expenses to average net assets                              1.09%         1.09%
   Ratio of net investment income (loss) to
      average net assets                                                1.06%         1.54%

Portfolio turnover                                                        57%           27%

Ratio of expenses to average net
   assets prior to waived fees and
   reimbursed expenses (annualized)                                     1.52%         2.52%

Ratio of net investment income (loss)
   to average net assets prior to waived
   fees and reimbursed expenses (annualized)                            0.63%         0.11%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.


                                                Variable Trust Prospectus     25
<PAGE>


Growth Fund
- --------------------------------------------------------------------------------

     Portfolio Manager: Kelli Hill

     ---------------------------------------------------------------------------

     Investment Objective
     The Growth Fund seeks long-term capital appreciation.

     ---------------------------------------------------------------------------

     Investment Strategies
     We seek long-term capital appreciation by investing primarily in common
     stocks and other equity securities and we look for companies that have a
     strong earnings growth trend that we believe have above-average prospects
     for future growth. We focus our investment strategy on larger
     capitalization stocks.

     ---------------------------------------------------------------------------

     Permitted Investments
     Under normal market conditions, we invest:

     . at least 65% of total assets in equity securities, including common and
       preferred stocks, and securities convertible into common stocks;

     . the majority of total assets in issues of companies with market
       capitalization that falls within, but towards the higher end of, the
       range of the Russell 1000 Index, an index comprised of the 1,000 largest
       U.S. companies based on total market capitalization, that is considered a
       mid-capitalization index (As of March 31, 1999, this range was from $20
       million to $452 billion. The range is expected to change frequently.);
       and

     . up to 25% of total assets in foreign companies through American
       Depositary Receipts ("ADRs") and similar instruments.

     We may temporarily hold assets in cash or in money market instruments,
     including U.S. Government obligations, shares of other mutual funds and
     repurchase agreements, or make other short-term investments, either to
     maintain liquidity or for short-term defensive purposes when we believe it
     is in the best interests of shareholders to do so. During these periods,
     the Fund may not achieve its objective of long-term capital appreciation.

     ---------------------------------------------------------------------------

     Important Risk Factors
     This Fund is primarily subject to the risks associated with equity
     securities, including foreign equity and mid-capitalization equity
     securities, described under Common Risks in the "Summary of Important
     Risks" section. The advisor selects growth stocks based on prospects for
     future earnings, which may not grow as expected. In addition, at times, the
     overall market or the market for value stocks may outperform growth stocks.

     You should consider the "Summary of Important Risks" section on page 6; the
     "General Investment Risks" section beginning on page 41; and the specific
     risks listed here. They are all important to your investment choice.


26   Variable Trust Prospectus
<PAGE>

                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>


Growth Fund
- -------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

- -------------------------------------------------------------------------------
 FOR A SHARE OUTSTANDING
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                FUND COMMENCED
                                                               ON APRIL 12,1994
                                                             -------------------------------
                                                                 (Unaudited)
For the period ended:                                              Jun.30,         Dec.31,
                                                                     1999           1998
                                                             -------------------------------
<S>                                                           <C>                 <C>
Net asset value, beginning of period                              $  20.05        $  16.79

Income from investment operations:
   Net investment income (loss)                                       0.01            0.09
   Net realized and unrealized gain (loss)
      on investments                                                  2.15            4.65

Total from investment operations                                      2.16            4.74

Less distributions:
   Dividends from net investment income                              (0.01)          (0.09)
   Distributions from net realized gain                               0.00           (1.39)

Total from distributions                                             (0.01)          (1.48)

Net asset value, end of period                                    $  22.20        $  20.05

Total return (not annualized)/1/                                     10.85%          28.81%

Ratios/supplemental data:
   Net assets, end of period (000s)                               $116,265        $100,927

Ratios to average net assets (annualized):
   Ratio of expenses to average net assets                            1.10%           1.04%
   Ratio of net investment income (loss)to
      average net assets                                              0.13%           0.51%

Portfolio turnover                                                      29%             69%

Ratio of expenses to average net
   assets prior to waived fees and
   reimbursed expenses (annualized)                                   1.27%           1.18%

Ratio of net investment income (loss)
   to average net assets prior to
   waived fees and reimbursed
   expenses (annualized)                                             (0.04%)          0.37%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.


28   Variable Trust Prospectus

<PAGE>


                                                            Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Dec. 31,                                Dec. 31,                          Dec. 31,                        Dec. 31,
1997                                      1996                              1995                            1994
- -------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                <C>                             <C>
$15.34                                  $ 12.91                            $ 10.30                         $10.00


0.19                                       0.20                               0.22                           0.14

2.48                                       2.68                               2.77                           0.30

2.67                                       2.88                               2.99                           0.44


(0.19)                                    (0.20)                             (0.22)                         (0.14)
(1.03)                                    (0.25)                             (0.16)                          0.00

(1.22)                                    (0.45)                             (0.38)                         (0.14)

$16.79                                  $ 15.34                            $ 12.91                         $10.30

17.33%                                    22.44%                             29.19%                          4.47%


$71,944                                 $33,381                            $10,920                         $2,136


0.65%                                      0.60%                              0.43%                          0.00%

1.19%                                      1.53%                              2.05%                          3.00%

124%                                         95%                                84%                            21%



1.01%                                      1.12%                              2.02%                         10.18%




0.83%                                      1.01%                              0.46%                         (7.18%)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                Variable Trust Prospectus     29
<PAGE>


International Equity Fund*
- --------------------------------------------------------------------------------

     Portfolio Managers: Katherine Schapiro, CFA; Stacey Ho, CFA

     ---------------------------------------------------------------------------

     Investment Objective
     The International Equity Fund seeks total return, with an emphasis on
     capital appreciation, over the long-term, by investing primarily in equity
     securities of non-U.S. companies.

     ---------------------------------------------------------------------------

     Investment Strategies
     We actively manage a diversified portfolio of equity securities of
     companies based in developed non-U.S. countries and in emerging markets of
     the world. We expect that the securities we hold will be traded on a stock
     exchange or other market in the country in which the issuer is based, but
     they also may be traded in other countries, including the U.S.

     We apply a fundamentals-driven,value-oriented analysis to identify
     companies with above-average potential for long-term growth. The financial
     data we examine includes both the company's historical performance results
     and its projected future earnings. Among other key criteria we consider are
     a company's local, regional or global franchise; history of effective
     management demonstrated by expanding revenues and earnings growth; prudent
     financial and accounting policies and ability to take advantage of a
     changing business environment.

     ---------------------------------------------------------------------------

     Permitted Investments
     Under normal market conditions, we invest:

     . at least 80% of total assets in equity securities of companies located or
       operating outside the U.S.;

     . in a minimum of five countries exclusive of the U.S.;

     . up to 50% of total assets in any one country;

     . up to 25% of total assets in emerging markets;

     . in issuers with an average market capitalization of $10 billion or
       more, although we may invest in equity securities of issuers with market
       capitalization as low as $250 million;and

     . in equity securities including common stocks, and preferred stocks, and
       in warrants, convertible debt securities, American Depositary Receipts
       ("ADRs"), Government Depositary Receipts ("GDRs") (and similar
       instruments) and shares of other mutual funds.

     Although it is not our intention to do so,we reserve the right to hedge the
     portfolio's foreign currency exposure by purchasing or selling foreign
     currency futures and forward foreign currency contracts.

     We may temporarily hold assets in cash or in money market instruments,
     including U.S. Government obligations, shares of other mutual funds and
     repurchase agreements, or make other short-term investments, either to
     maintain liquidity or for short-term defensive purposes when we believe it
     is in the best interests of shareholders to do so. We may also, for
     temporary defensive purposes, invest without limit in cash, short-term debt
     and equity securities of U.S. companies when we believe it is in the best
     interests of shareholders to do so. During these periods, the Fund may not
     achieve its objective of total return, with an emphasis on capital
     appreciation.

     * As of the date of this Prospectus, this Fund has not commenced
       operations.


30   Variable Trust Prospectus
<PAGE>


     Important Risk Factors

     Foreign company stocks may lose value or be more difficult to trade as a
     result of adverse changes in currency exchange rates or other developments
     in the issuer's home country. Concentrated investment in any single
     country, especially a less developed country, would make the Fund's value
     more sensitive to economic, currency and regulatory changes within that
     country. Emerging market countries are often dependent on international
     trade and are therefore often vulnerable to events in other countries. They
     may have less developed financial systems and volatile currencies and may
     be more sensitive than more mature markets to a variety of economic
     factors. Emerging market securities may also be less liquid than securities
     of more developed countries, which may make them more difficult to sell,
     particularly during a market downturn.

     You should consider the "Summary of Important Risks" section on page 6, the
     "General Investment Risks" section beginning on page 41, and the specific
     risks listed here. They are all important to your investment choice.


                                                Variable Trust Propectus      31
<PAGE>


Large Company Growth Fund
- --------------------------------------------------------------------------------


Portfolio Managers: John S.Dale, CFA; Gary E. Nussbaum, CFA

- --------------------------------------------------------------------------------

Investment Objective
The Large Company Growth Fund seeks long-term capital appreciation by
investing primarily in large, high-quality domestic companies that the
Advisor believes have superior growth potential.

- --------------------------------------------------------------------------------

Investment Strategies
We consider "large" companies to be those whose market capitalization is
greater than the median of the Russell 1000 Index, which, as of March
31,1999, was approximately $3.7 billion, and is expected to change
frequently. In selecting securities for the Fund, we seek issuers whose
stock is attractively valued with fundamental characteristics that are
significantly better than the market average and that support internal
earnings growth capability. We may invest in the securities of companies
whose growth potential we believe is generally unrecognized or misperceived
by the market.

- --------------------------------------------------------------------------------
Permitted Investments
We will not invest more than 10% of the Fund's total assets in the
securities of a single issuer. We may invest up to 20% of the Fund's total
assets in the securities of foreign companies and may hedge against
currency risk by using foreign currency forward contracts.

We may temporarily hold assets in cash or in money market instruments,
including U.S. Government obligations, shares of other mutual funds and
repurchase agreements, or make other short-term investments, either to
maintain liquidity or for short-term defensive purposes when we believe it
is in the best interests of shareholders to do so. During these periods,
the Fund may not achieve its objective of long-term capital appreciation.

- --------------------------------------------------------------------------------

Important Risk Factors
Foreign company stocks may lose value or be more difficult to trade as a
result of adverse changes in currency exchange rates or other developments
in the issuer's home country. Concentrated investment in any single
country, especially a less developed country, would make the Fund's value
more sensitive to economic, currency and regulatory changes within that
country. Emerging market countries are often dependent on international
trade and are therefore often vulnerable to events in other countries. They
may have less developed financial systems and volatile currencies and may
be more sensitive than more mature markets to a variety of economic
factors. Emerging market securities may also be less liquid than securities
of more developed countries, which may make them more difficult to
sell, particularly during a market downturn.

We select growth stocks based on prospects for future earnings, which may
not grow as expected. In addition, at times, the overall market or the
market for value stocks may outperform growth stocks.

You should consider the "Summary of Important Risks" section on page 6, the
"General Investment Risks" section beginning on page 41, and the specific
risks listed above. They are all important to your investment choice.


32  Variable Trust Prospectus
<PAGE>

                                             This page intentionally left blank
- -------------------------------------------------------------------------------
<PAGE>


Money Market Fund
- -------------------------------------------------------------------------------

Investment Objective
The Money Market Fund seeks high current income, while preserving capital
and liquidity.

- -------------------------------------------------------------------------------

Investment Strategies
We actively manage a portfolio of U.S. dollar-denominated high-quality
money market instruments, including debt obligations. We may also make
certain other investments including, for example, repurchase agreements.

Permitted Investments
Under normal market conditions, we invest in:

 .  commercial paper rated at the date of purchase as "P-1" by Moody's or "A-
   1+" or "A-1" by S&P;

 .  negotiable certificates of deposit and banker's acceptances;

 .  repurchase agreements;

 .  U.S.Government obligations;

 .  short-term, U.S. dollar-denominated debt obligations of U.S. branches of
   foreign banks and foreign branches of U.S. banks;

 .  municipal obligations; and

 .  shares of other money market funds.

- -------------------------------------------------------------------------------

Important Risk Factors
Although we seek to maintain a $1.00 per share NAV, there is no guarantee
that we will be able to do so. Generally, short-term funds do not earn as
high a level of income as funds that invest in longer-term instruments.

Municipal obligations rely on the creditworthiness or revenue production of
their issuers. Municipal obligations may be difficult to obtain because of
limited supply, which may increase the cost of such securities and
effectively reduce the portfolio's yield. Typically, less information is
available about a municipal issuer than is available for other types of
securities issuers. Investing in shares of other money market funds will
subject the Fund to the fees charged by the other funds, which will reduce
returns from these investments.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 41; and the specific
risks listed here. They are all important to your investment choice.


34  Variable Trust Prospectus
<PAGE>

                                             This page intentionally left blank
- -------------------------------------------------------------------------------
<PAGE>


Money Market Fund
- -------------------------------------------------------------------------------

These tables are intended to help you understand the Fund's financial
performance for the past 5 years (or since inception, if shorter). KPMG LLP
audited this information which, along with their report and the Fund's financial
statements, is available upon request in the Fund's annual report.

- --------------------------------------------------------------------------------
 FOR A SHARE OUTSTANDING
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              FUND COMMENCED
                                                              ON MAY 19,1994
                                                            --------------------------------------
                                                                (Unaudited)
For the period ended:                                             Jun. 30,          Dec. 31,
                                                                   1999               1998
                                                            --------------------------------------
<S>                                                         <C>                     <C>
Net asset value, beginning of period                             $  1.00             $  1.00

Income from investment operations:
  Net investment income (loss)                                      0.02                0.05
  Net realized and unrealized gain (loss)
     on investments                                                 0.00                0.00

Total from investment operations                                    0.02                0.05

Less distributions:
  Dividends from net investment income                             (0.02)              (0.05)
  Distributions from net realized gain                              0.00                0.00

Total from distributions                                           (0.02)              (0.05)

Net asset value, end of period                                   $  1.00             $  1.00

Total return (not annualized)/1/                                    2.08%               4.77%

Ratios/supplemental data:
  Net assets, end of period (000s)                               $32,314             $26,319

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets                           0.86%               0.82%
  Ratio of net investment income (loss) to
     average net assets                                             4.15%               4.62%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                                  1.18%               1.28%

Ratio of net investment income (loss)
  to average net assets prior to
  waived fees and reimbursed
  expenses (annualized)                                             3.83%               4.16%
</TABLE>

/1/ Total returns do not include sales charges.


36  Variable Trust Prospectus
<PAGE>


                                                           Financial Highlights
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------
     Dec. 31,            Dec. 31,               Dec. 31,               Dec. 31,
      1997                1996                   1995                   1994
- ------------------------------------------------------------------------------
   <S>                    <C>                    <C>                  <C>
   $  1.00                $  1.00                $ 1.00               $ 1.00


      0.05                   0.05                  0.05                 0.03

      0.00                   0.00                  0.00                 0.00

      0.05                   0.05                  0.05                 0.03


     (0.05)                 (0.05)                (0.05)               (0.03)
      0.00                   0.00                  0.00                 0.00

     (0.05)                 (0.05)                (0.05)               (0.03)

   $  1.00                $  1.00                $ 1.00               $ 1.00

      5.04%                  4.72%                 5.41%                2.71%


   $14,788                $12,667                $5,823               $1,492


      0.53%                  0.51%                 0.42%                0.00%

      4.95%                  4.64%                 5.15%                4.63%



      1.07%                  1.22%                 3.83%               11.43%




      4.41%                  3.93%                 1.74%               (6.80%)
</TABLE>


                                                   Variable Trust Prospectus  37
<PAGE>


Small Cap Growth Fund
- -------------------------------------------------------------------------------

Portfolio Manager: Thomas Zeifang, CFA; Chris Greene

- -------------------------------------------------------------------------------
Investment Objective
The Small Cap Growth Fund seeks long-term capital appreciation.

- -------------------------------------------------------------------------------

Investment Strategies
We actively manage a diversified portfolio of common stocks issued by
companies whose market capitalization falls within the range of the Russell
2000 Index. As of March 31, 1999, the range was $3.8 million to $8.55
billion, but it is expected to change frequently. We will sell the stock of
any company whose market capitalization exceeds the range of this index for
sixty consecutive days.

We invest in the common stocks of domestic and foreign companies we believe
have above-average prospects for capital growth, or that may be involved in
new or innovative products, services and processes.

- -------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 . at least 65% of total assets in an actively managed, broadly diversified
  portfolio of small cap 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 total assets in initial public offerings or recent start-ups
  and newer issues;and

 . no more than 25% of total assets in foreign companies through American
  Depositary Receipts or similar issues.

We may temporarily hold assets in cash or in money market instruments,
including U.S. Government obligations, shares of other mutual funds and
repurchase agreements, or make other short-term investments, either to
maintain liquidity or for short-term defensive purposes when we believe it
is in the best interests of shareholders to do so. During these periods,
the Fund may not achieve its objective of long-term capital appreciation.

- -------------------------------------------------------------------------------

Important Risk Factors
This Fund is designed for investors willing to assume above-average risk.
We may invest in companies that:

 . pay low or no dividends;

 . have smaller market capitalization;

 . have less market liquidity;

 . have no or relatively short operating histories, or are new public
  companies or are initial public offerings, whose stocks are typically
  more volatile than stocks of more seasoned companies;

 . have aggressive capital structures including high debt levels; or

 . are involved in rapidly growing or changing industries and/or new
  technologies.


38  Variable Trust Prospectus
<PAGE>


Because we invest in aggressive securities, share prices may rise and fall more
than the share prices of other funds. In addition, our active trading investment
strategy may result in a higher-than-average portfolio turnover ratio, increased
trading expenses,and higher short-term capital gains. Stocks of foreign
companies, whether purchased directly or through American Depositary Receipts,
may be more volatile and less liquid than other comparable securities.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 41; and the specific risks
listed here. They are all important to your investment choice.


                                                   Variable Trust Prospectus  39
<PAGE>


Small Cap Growth Fund                                       Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial
statements, is available upon request in the Fund's annual report.

 FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                       FUND COMMENCED
                                                       ON MAY 1,1995
                                                       ------------------------------------------------------------
                                                        (Unaudited)
                                                          Jun. 30,     Dec. 31,    Dec. 31,    Dec. 31,    Dec. 31,
For the period ended:                                       1999        1998        1997        1996        1995
                                                       ------------------------------------------------------------
<S>                                                    <C>            <C>         <C>         <C>          <C>
Net asset value, beginning of period                      $ 10.88     $ 12.77     $ 13.50     $ 11.21      $10.00

Income from investment operations:
   Net investment income (loss)                              0.00        0.03        0.01        0.02        0.06
   Net realized and unrealized gain (loss)
     on investments                                         (0.52)      (1.89)       1.24        3.51        1.54

Total from investment operations                            (0.52)      (1.86)       1.25        3.53        1.60

Less distributions:
   Dividends from net investment income                      0.00       (0.03)      (0.01)      (0.02)      (0.06)
   Distributions from net realized gain                      0.00        0.00       (1.59)      (1.22)      (0.33)

Total from distributions                                     0.00       (0.03)      (1.60)      (1.24)      (0.39)

Net asset value, end of period                            $ 10.36     $ 10.88     $ 12.77     $ 13.50      $11.21

Total return (not annualized)/1/                            (4.78%)    (14.47%)      9.87%      31.47%      15.95%

Ratios/supplemental data:
   Net assets, end of period (000s)                       $11,672     $13,295     $11,482     $ 6,091      $2,027

Ratios to average net assets (annualized):
   Ratio of expenses to average net assets                   0.80%       0.80%       0.80%       0.80%       0.80%
   Ratio of net investment income (loss) to
     average net assets                                     (0.03%)      0.31%       0.07%       0.16%       1.02%

Portfolio turnover                                         155.00%     135.30%     208.95%     194.87%      51.16%

Ratio of expenses to average net
   assets prior to waived fees and
   reimbursed expenses (annualized)                          1.61%       1.51%       1.88%       2.82%       5.38%

Ratio of net investment income (loss)
   to average net assets prior to waived fees
   and reimbursed expenses (annualized)                     (0.84%)     (0.40%)     (1.01%)     (1.86%)     (3.56%)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.


40  Variable Trust Prospectus
<PAGE>


General Investment Risks
- --------------------------------------------------------------------------------

Understanding the risks involved in mutual fund investing will help you make an
informed decision that takes into account your risk tolerance and preferences.
You should carefully consider the risks common to investing in all mutual funds,
including Wells Fargo Variable Trust Funds. Certain common risks are identified
in the Summary of Important Risks on page 6. Other risks of mutual fund
investing include the following:

 .    Unlike bank deposits, such as CDs or savings accounts, mutual funds are not
     insured by the FDIC.

 .    We cannot guarantee that we will meet our investment objectives. With
     respect to the Money Market Fund, we cannot guarantee that we will be able
     to maintain a $1.00 per share net asset value.

 .    We do not guarantee the performance of a Fund, nor can we assure you that
     the market value of your investment will not decline. We will not "make
     good" any investment loss you may suffer, nor can anyone we contract with
     to provide certain services, such as selling agents or investment advisors,
     offer or promise to make good any such losses.

 .    Share prices--and therefore the value of your investment--will increase and
     decrease with changes in the value of the underlying securities and other
     investments. This is referred to as price volatility.

 .    Investing in any mutual fund, including those deemed conservative, involves
     risk, including the possible loss of any money you invest.

 .    An investment in a single Fund, by itself, does not constitute a complete
     investment plan.

 .    The Funds that invest in smaller companies, foreign companies (including
     investments made through American Depositary Receipts and similar
     instruments), and in emerging markets are subject to additional risks,
     including less liquidity and greater price volatility. A Fund's investment
     in foreign and emerging markets may also be subject to special risks
     associated with international trade, including currency, political,
     regulatory and diplomatic risk.

 .    The Funds may invest a portion of their assets in U.S. Government
     obligations. It is important to recognize that the U.S. Government does not
     guarantee the market value or current yield of those obligations. Not all
     U.S. Government obligations are backed by the full faith and credit of the
     U.S. Treasury, and the U.S. Government's guarantee does not extend to the
     Funds themselves.

 .    The Funds may also use certain derivative instruments, such as options or
     futures contracts. The term "derivatives" covers a wide number of
     investments, but in general it refers to any financial instrument whose
     value is derived, at least in part, from the price of another security or a
     specified index, asset or rate. Some derivatives may be more sensitive to
     interest rate changes or market moves, and some may be susceptible to
     changes in yields or values due to their structure or contract terms.

 .    The Funds also may invest a portion of their assets in GNMAs, FNMAs and
     FHLMCs. Each are mortgage-backed securities representing partial ownership
     of a pool of residential mortgage loans. A "pool" or group of such
     mortgages is assembled and, after being approved by the issuing entity, is
     offered to invest through securities dealers. Mortgage-backed securities
     are subject to prepayment risk, which can alter the maturity of the
     securities and also reduce the rate of return on such investments.
     Collateralized mortgage obligations ("CMOs") represent principal-only and
     interest-only portions of such securities that are subject to increased
     interest-rate and credit risk.


                                                   Variable Trust Prospectus  41
<PAGE>


General Investment Risks
- --------------------------------------------------------------------------------

 .    The Funds may enter into forward currency exchange contracts ("forward
     contracts") to try to reduce currency exchange risks to the Funds from
     foreign securities investments. A forward contract is an obligation to buy
     or sell a specific currency for an agreed price at a future date which is
     individually negotiated and privately traded by currency traders and their
     customers.

 .    The market value of lower-rated debt securities, also known as "junk
     bonds," and unrated securities tends to reflect individual developments
     affecting the issuer to a greater extent than the market value of higher-
     rated securities, which react primarily to fluctuations in the general
     level of interest rates. Lower-rated securities also tend to be more
     sensitive to economic conditions than higher-rated securities. These lower-
     rated debt securities are considered by the rating agencies, on balance, to
     be predominantly speculative with respect to the issuer's capacity to pay
     interest and repay principal in accordance with the terms of the obligation
     and generally involve more credit risk than securities in higher-rating
     categories. Even securities rated "BBB"by S&P or by Moody's ratings which
     are considered investment-grade, possess some speculative characteristics.

Investment practices and risk levels are carefully monitored. Every attempt is
made to ensure that the risk exposure for each Fund remains within the
parameters of its objective.

What follows is a general list of the types of risks (some of which are
described previously) that may apply to a given Fund and a table showing some of
the additional investment practices that each Fund may use and the risks
associated with them. Additional information about these practices is available
in the Statement of Additional Information.

Counter-Party Risk--The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Credit Risk--The risk that the issuer of a debt security will be unable to make
interest payments or repay principal on schedule. If an issuer does default, the
affected security could lose all of its value, or be renegotiated at a lower
interest rate or principal amount. Affected securities might also lose
liquidity. Credit risk also includes the risk that a party in a transaction may
not be able to complete the transaction as agreed.

Currency Risk--The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.

Emerging Market Risk--The risk that the emerging market, as defined in the
glossary, may be more sensitive to certain economic changes. For example,
emerging market countries are often dependent on international trade and are
therefore often vulnerable to recessions in other countries. They may have
obsolete financial systems, have volatile currencies and may be more sensitive
than more mature markets to a variety of economic factors. Emerging market
securities may also be less liquid than securities of more developed countries
and could be difficult to sell, particularly during a market downturn.

Experience Risk--The risk presented by a new or innovative security. The risk is
that insufficient experience exists to forecast how the security's value might
be affected by various economic conditions.

Information Risk--The risk that information about a security is either
unavailable, incomplete or is inaccurate.


42  Variable Trust Prospectus
<PAGE>


Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security decreases. The effect is usually more pronounced for securities
with longer maturities.

Leverage Risk--The risk that an investment practice, such as lending portfolio
securities or engaging in forward commitment or when-issued securities
transactions, may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.

Liquidity Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk--The risk that the value of a stock, bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Political Risk--The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation's or region's industry,
government or markets.

Prepayment Risk--The risk that consumers will prepay mortgage loans, which can
alter the maturity of a mortgage-backed security, increase interest-rate risk,
and reduce rates of return.

Regulatory Risk--The risk that changes in government regulations will adversely
affect the value of a security. Also the risk that an insufficiently regulated
market might permit inappropriate trading practices.

Year 2000 Risk--The Funds' principal service providers have advised the Funds
that they are working on the necessary changes to their computer systems to
avoid any system failure based on an inability to distinguish the year 2000 from
the year 1900, and that they expect their systems to be adapted in time. There
can, of course, be no assurance of success. In addition, the companies or
entities in which the Funds invest also could be adversely impacted by the Year
2000 issue, especially foreign entities, which may be less prepared for Year
2000. The extent of such impact cannot be predicted.

In addition to the general risks discussed above, you should carefully consider
and evaluate any special risks that may apply to investing in a particular Fund.
See the "Important Risk Factors" section in the summary for each Fund. You
should also see the Statements of Additional Information for additional
information about the investment practices and risks particular to each
Fund.


                                                   Variable Trust Prospectus  43
<PAGE>


General Investment Risks
- --------------------------------------------------------------------------------

Investment Practice/Risk

The following table lists some of the additional investment practices of the
Funds, including some not disclosed in the Investment Objective and Investment
Strategies sections of the Prospectus. The risks indicated after the description
of the practice are NOT the only potential risks associated with that practice,
but are among the more prominent. Market risk is assumed for each. See the
Investment Objective and Investment Strategies for each Fund or the Statement of
Additional Information for more information on these practices.

Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for each Fund remains within the parameters of its
objective.

Remember, each Fund is designed to meet different investment needs and
objectives.

<TABLE>
<CAPTION>
                                                                           ASSET        CORPORATE      EQUITY   EQUITY
                                                                        ALLOCATION         BOND        INCOME   VALUE       GROWTH
INVESTMENT PRACTICE                            RISK
<S>                                            <C>                      <C>             <C>            <C>      <C>         <C>
Borrowing Policies
The ability to borrow from banks for           Leverage Risk                 .               .           .        .            .
temporary purposes to meet shareholder
redemptions.

Emerging Markets
Investments in companies located or            Information,
operating in countries considered              Political, Regulatory,                        .           .
developing or to have "emerging" stock         Diplomatic, Liquidity
markets. Generally, these investments          and Currency Risk
securities have the same type of risks as
foreign securities, but to a higher degree.

Floating and Variable Rate Debt                Interest Rate and             .               .           .        .            .
Instruments with interest rates that are       Credit Risk
adjusted either on a schedule or when an
index or benchmark changes.

Foreign Obligations                            Information,                  .               .
Debt of a foreign government or corporation    Political, Regulatory,
or dollar denominated debt obligations of      Diplomatic, Liquidity
foreign branches of U.S. banks or U.S.         and Currency Risk
branches of foreign banks.

Foreign Securities                             Information,                  .                           .        .            .
Equity securities issued by a non-U.S. company Political, Regulatory,
or debt of a or foreign government in the      Diplomatic, Liquidity
form of an American Depositary Receipt ("ADR") and Currency Risk
or similar instrument. Foreign securities may
also be emerging markets securities, which are
subject to the same risks, but to a higher
degree.

Forward Commitment, When-Issued and
Delayed Delivery Transactions                  Interest Rate,
Securities bought or sold for delivery at a    Leverage, Credit and          .               .           .        .            .
later date or bought or sold for a fixed       Experience Risk
price at a fixed date.

<CAPTION>

                                                                          INTERNATIONAL       LARGE      MONEY         SMALL
                                                                             EQUITY          COMPANY     MARKET         CAP
INVESTMENT PRACTICE                            RISK                                           GROWTH                  GROWTH
<S>                                            <C>                        <C>                <C>         <C>          <C>
Borrowing Policies                             Leverage Risk                    .               .           .             .
The ability to borrow from banks for
temporary purposes to meet shareholder
redemptions.

Emerging Markets                               Information,
Investments in companies located or            Political, Regulatory,           .               .                         .
operating in countries considered              Diplomatic, Liquidity
developing or to have "emerging" stock         and Currency Risk
markets. Generally, these investments
securities have the same type of risks as
foreign securities, but to a higher degree.

Floating and Variable Rate Debt                Interest Rate and                                .           .             .
Instruments with interest rates that are       Credit Risk
adjusted either on a schedule or when an
index or benchmark changes.

Foreign Obligations                            Information,                                                 .
Debt of a foreign government or corporation    Political, Regulatory,
or dollar denominated debt obligations of      Diplomatic, Liquidity
foreign branches of U.S. banks or U.S.         and Currency Risk
branches of foreign banks.

Foreign Securities                             Information,                     .               .                         .
Equity securities issued by a non-U.S. company Political, Regulatory,
or debt of a or foreign government in the      Diplomatic, Liquidity
form of an American Depositary Receipt ("ADR") and Currency Risk
or similar instrument. Foreign securities may
also be emerging markets securities, which are
subject to the same risks, but to a higher
degree.

Forward Commitment, When-Issued and            Interest Rate,                   .               .                         .
Delayed Delivery Transactions                  Leverage, Credit and
Securities bought or sold for delivery at a    Experience Risk
later date or bought or sold for a fixed
price at a fixed date.
</TABLE>


44  Variable Trust Prospectus
<PAGE>


- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              ASSET        CORPORATE      EQUITY    EQUITY
                                                                           ALLOCATION         BOND        INCOME    VALUE     GROWTH
INVESTMENT PRACTICE                             RISK
<S>                                             <C>                        <C>             <C>            <C>       <C>       <C>
High Yield Securities
Debt securities of lower quality, also known
as "junk bonds," that produce generally higher
rates of return. These securities tend to be    Interest Rate and
more sensitive to economic conditions and       Credit Risk                                    .            .         .
during sustained periods of rising interest
rates, may experience increased interest
and/or principal defaults.

Illiquid Securities
A security that cannot be readily sold, or
cannot be readily sold without negatively       Liquidity Risk                  .              .            .         .          .
affecting its fair price. Limited to 15% of
total assets.

Loan Participations
Debt obligations that represent a portion of a
larger loan made by a bank. Generally sold
without guarantee or recourse, some             Credit Risk                                    .
participations sell at a discount because
of the borrower's credit problems. Limited
to 5% of total assets.

Loans of Portfolio Securities
The practice of loaning securities to           Credit,
brokers, dealers and financial institutions     Counter-Party and               .              .            .         .          .
to increase return on those securities.         Leverage Risk
Loans may be made up to Investment Company Act
of 1940 limits (currently one-third of total
assets including the value of collateral
received).

Mortgage- and Asset-Backed Securities
Securities consisting of undivided fractional   Interest
interest in pools of consumer loans, such as    Rate, Credit,                                 .            .
mortgage loans, car loans, credit card debt, or Prepayment and
receivables held in trust.                      Experience Risk

Options
The right or obligation to receive or deliver
a security or cash payment depending on the
security's price or the performance of an       Credit, Information             .                                     .          .
index or benchmark. Types of options used may   and Liquidity Risk
include: options on securities, options on a
stock index, stock index futures and options on
stock index futures to protect liquidity and
portfolio value.

Other Mutual Funds
The temporary investment in shares of another
mutual fund. A pro rata portion of the other
fund's expenses, in addition to the expenses    Market Risk                     .              .            .         .          .
paid by the Funds, will be borne by Fund
shareholders.

Privately Issued Securities
Securities that are not publicly traded but
which may be resold in accordance with Rule     Liquidity Risk                  .              .            .         .          .
144A of the Securities Act of 1933.

<CAPTION>


                                                                          INTERNATIONAL       LARGE      MONEY         SMALL
                                                                             EQUITY          COMPANY     MARKET         CAP
INVESTMENT PRACTICE                             RISK                                         GROWTH                   GROWTH
<S>                                             <C>                       <C>                <C>         <C>           <C>
High Yield Securities
Debt securities of lower quality, also known
as "junk bonds," that produce generally higher  Interest Rate and
rates of return. These securities tend to be    Credit Risk
more sensitive to economic conditions and
during sustained periods of rising interest
rates, may experience increased interest
and/or principal defaults.

Illiquid Securities
A security that cannot be readily sold, or
cannot be readily sold without negatively       Liquidity Risk                      .              .            .              .
affecting its fair price. Limited to 15% of
total assets.

Loan Participations
Debt obligations that represent a portion of a
larger loan made by a bank. Generally sold      Credit Risk
without guarantee or recourse, some
participations sell at a discount because
of the borrower's credit problems. Limited
to 5% of total assets.

Loans of Portfolio Securities
The practice of loaning securities to
brokers, dealers and financial institutions     Credit,
to increase return on those securities.         Counter-Party and               .              .            .              .
Loans may be made up to Investment Company Act  Leverage Risk
of 1940 limits (currently one-third of total
assets including the value of collateral
received).

Mortgage- and Asset-Backed Securities
Securities consisting of undivided fractional   Interest
interest in pools of consumer loans, such as    Rate, Credit,
mortgage loans, car loans, credit card debt, or Prepayment and
receivables held in trust.                      Experience Risk

Options
The right or obligation to receive or deliver
a security or cash payment depending on the
security's price or the performance of an       Credit, Information
index or benchmark. Types of options used may   and Liquidity Risk                                                         .
include: options on securities, options on a
stock index, stock index futures and options on
stock index futures to protect liquidity and
portfolio value.

Other Mutual Funds
The temporary investment in shares of another
mutual fund. A pro rata portion of the other    Market Risk                     .              .            .              .
fund's expenses, in addition to the expenses
paid by the Funds, will be borne by Fund
shareholders.

Privately Issued Securities
Securities that are not publicly traded but
which may be resold in accordance with Rule     Liquidity Risk                  .              .                           .
144A of the Securities Act of 1933.
</TABLE>


                                                   Variable Trust Prospectus  45
<PAGE>


General Investment Risks
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              ASSET        CORPORATE      EQUITY   EQUITY
                                                                           ALLOCATION         BOND        INCOME   VALUE     GROWTH
INVESTMENT PRACTICE                             RISK
<S>                                             <C>                        <C>             <C>            <C>      <C>       <C>
Repurchase Agreements
A transaction in which the seller of a          Credit and                      .              .            .       .          .
security agrees to buy back a security at       Counter-Party
an agreed upon time and price, usually          Risk
with interest.

Small Company Securities                        Market, Experience                                          .       .          .
The risk that investments in small companies    and Liquidity
may be more volatile than investments in        Risk
larger companies.

Stripped Obligations
Securities that give ownership to either
future payments of interest or a future         Interest Rate                   .
payment of principal, but not both.             Risk
These securities tend to have greater
interest rate sensitivity than conventional
debt obligations.

<CAPTION>

                                                                          INTERNATIONAL       LARGE       MONEY         SMALL
                                                                             EQUITY          COMPANY      MARKET         CAP
INVESTMENT PRACTICE                             RISK                                          GROWTH                    GROWTH
<S>                                             <C>                       <C>                <C>          <C>           <C>
Repurchase Agreements
A transaction in which the seller of a          Credit and                      .              .            .              .
security agrees to buy back a security at       Counter-Party
an agreed upon time and price, usually          Risk
with interest.

Small Company Securities                        Market, Experience              .              .                           .
The risk that investments in small companies    and Liquidity
may be more volatile than investments in        Risk
larger companies.

Stripped Obligations
Securities that give ownership to either
future payments of interest or a future         Interest Rate
payment of principal, but not both.             Risk
These securities tend to have greater
interest rate sensitivity than conventional
debt obligations.
</TABLE>


46  Variable Trust Prospectus
<PAGE>


Organization and Management of the Funds
- --------------------------------------------------------------------------------

A number of different entities provide services to the Funds. This section shows
how the Funds are organized, the entities that perform different services, and
how they are compensated. Further information is available in the

Statement of Additional Information for the Funds.

About Wells Fargo Variable Trust
Wells Fargo Variable Trust ("WFVT") was organized as a Delaware business trust
on March 10, 1999. The Board of Trustees of WFVT supervises each Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy. The Funds are available for purchase
through certain variable annuity contracts ("VA Contracts") and variable life
insurance policies ("VLI Policies") offered by the separate accounts of
Participating Insurance Companies. Individual holders of VA Contracts and VLI
Policies are not the "shareholders"of or "investors"in the Funds. Rather, the
Participating Insurance Companies and their separate accounts are the
shareholders or investors, although such companies will pass through voting
rights to the holders of VA Contracts and VLI Policies. The WFVT currently does
not foresee any disadvantages to the holders of VA Contracts and VLI Policies
arising from the fact that the interests of the holders of VA Contracts and VLI
Policies may differ. Nevertheless, the WFVT's Board of Trustees intends to
monitor events in order to identify any conflicts which may arise and to
determine what action, if any, should be taken in response to such conflicts.
The VA Contracts and VLI Policies are described in the separate Prospectuses
issued by the Participating Insurance Companies. The WFVT assumes no
responsibility for such Prospectuses.

<TABLE>
<CAPTION>
                                                            BOARD OF TRUSTEES
                                                       Supervises the Fund's activities
- -----------------------------------------------------------------------------------------------------------------------------
          INVESTMENT ADVISOR                                                CUSTODIAN
<S>                                                         <C>
Wells Fargo Bank, N.A.                                      Norwest Bank Minnesota, N.A.
525 Market St., San Francisco, CA                           6th & Marquette, Minneapolis, MN
Manages the Fund's investment activities                    Provides safekeeping for the assets of
                                                            all Funds except the Asset Allocation Fund
                                                            Barclays Global Investors, N.A. 45 Fremont St., San
                                                            Francisco, CA Provides safekeeping for the Asset
                                                            Allocation Fund's assets
- -----------------------------------------------------------------------------------------------------------------------------

                                                            INVESTMENT SUB-ADVISORS

Wells Capital Management                                    Barclays Global Fund                    Peregrine Capital
Incorporated                                                Advisors                                Management, Inc.
525 Market St.                                              45 Fremont St.                          800 Lasalle Ave.
San Francisco, CA                                           San Francisco, CA                       Minneapolis, MN
(All Funds except as described at right)                    (Asset Allocation Fund)                 (Large Company Growth Fund)
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                                         TRANSFER
          DISTRIBUTOR                                         ADMINISTRATOR                                AGENT

Stephens Inc.                                               Wells Fargo Bank, N.A.                  Boston Financial Data
111 Center St.                                              525 Market St.                          Services, Inc.
Little Rock, AR                                             San Francisco, CA                       Two Heritage Dr.
                                                                                                    Quincy, MA

Markets the Funds                                           Manages the                             Maintains records
and distributes                                             Funds' business                         of shares and
Fund shares                                                 activities                              supervises the payment
                                                                                                    of dividends
- -----------------------------------------------------------------------------------------------------------------------------

                                           PARTICIPATING INSURANCE COMPANIES AND SELLING AGENTS
                                    Advise current and prospective contract holders with Fund investments
- -----------------------------------------------------------------------------------------------------------------------------

                                                     CONTRACT HOLDERS
</TABLE>


                                                   Variable Trust Prospectus  47
<PAGE>


Organization and Management of the Funds
- --------------------------------------------------------------------------------

In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund paid on an annual basis for the services
described.

The Investment Advisor
Wells Fargo Bank, N.A. provides portfolio management and fundamental security
analysis services as the advisor for each of the Funds. Wells Fargo Bank,
founded in 1852, is the oldest bank in the western United States and is one of
the largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells Fargo & Company, a national bank holding company. As of June
30, 1999, Wells Fargo Bank and its affiliates provided advisory services for
over $131 billion in assets.

For providing these services, Wells Fargo Bank is entitled to receive the
following fees:

     Asset Allocation Fund                                      0.55%

     Corporate Bond Fund                                        0.45%

     Equity Income Fund                                         0.55%

     Equity Value Fund                                          0.55%

     Growth Fund                                                0.55%

     International Equity Fund                                  0.75%

     Large Company Growth Fund                                  0.55%

     Money Market Fund                                          0.40%

     Small Cap Growth Fund                                      0.75%


The Sub-Advisors
Wells Capital Management Incorporated ("WCM"), a wholly owned subsidiary of
Wells Fargo Bank N.A., is the sub-advisor for the Funds (except the Asset
Allocation and Large Company Growth Funds). In this capacity, it is responsible
for the day-to-day investment management activities of the Funds. As of June 30,
1999, WCM provided advisory services for over $42 billion in assets.

Barclays Global Fund Advisors ("BGFA"), a wholly owned subsidiary of Barclays
Global Investors, N.A. ("BGI"), and an indirect subsidiary of Barclays Bank PLC,
is the sub-advisor for the Asset Allocation Fund. BGFA was created from the sale
of Wells Fargo Nikko Investment Advisors, a former affiliate of Wells Fargo
Bank, to BGI. BGI is one of the largest providers of index portfolio management
services. As of June 30, 1999, BGI managed or provided investment advice for
assets aggregating in excess of $687 billion.

Peregrine Capital Management, Inc., a wholly owned subsidiary of Norwest Bank
Minnesota, N.A., is the sub-advisor for the Large Company Growth Fund. Peregrine
is an investment advisor subsidiary of Norwest Bank Minnesota, N.A. Peregrine
provides investment advisory services to corporate and public pension plans,
profit sharing plans, savings investment plans and 401(k) plans. As of June 30,
1999, Peregrine provided investment advisory services for over $6 billion in
assets.

The Sub-Advisors are compensated by the Investment Advisor from the fees
received by the Advisor as listed above.


48  Variable Trust Prospectus
<PAGE>


The Administrator
Wells Fargo Bank provides the Funds with administrative services, including
general supervision of each Fund's operation, coordination of the other services
provided to each Fund, compilation of information for reports to the SEC and
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Trust's Trustees and officers. Wells Fargo
Bank also furnishes office space and certain facilities to conduct each Fund's
business. For providing these services, Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of each Fund.

Distribution Plan
We have adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under
the 1940 Act for each Fund. The Plan authorizes the payment of all or part of
the cost of preparing and distributing Prospectuses, annual and semi-annual
reports, and other materials to shareholders, and the payment of compensation to
selling agents. For these services each Fund pays up to 0.25% of its annual net
assets.


                                                   Variable Trust Prospectus  49
<PAGE>


Your Account
- --------------------------------------------------------------------------------

Investing in the Funds

The Funds are available for purchase through certain VA Contracts and VLI
Policies offered by the separate accounts of Participating Insurance Companies.
The separate accounts of the Participating Insurance Companies place orders to
purchase and redeem shares of each Fund based on, among other things, the amount
of premium payments to be invested and the amount of surrender and transfer
requests (as defined in the Prospectuses describing the VA Contracts and VLI
Policies issued by the Participating Insurance Companies) to be effected on that
day pursuant to VA

Contracts and VLI Policies. Please refer to the Prospectus provided by your
selling agent for more detailed information describing the separate accounts.

The WFVT does not assess any fees, either when it sells or when it redeems its
shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating Insurance Companies under the VA Contracts or VLI
Policies. These fees and charges are described in the Participating Insurance
Companies' Prospectuses.

Should any conflict between VA Contract and VLI Policy holders arise which would
require that a substantial amount of net assets be withdrawn from a Fund of the
WFVT, orderly portfolio management could be disrupted to the potential detriment
of the VA Contract and VLI Policy holders.


50  Variable Trust Prospectus
<PAGE>


Other Information
- --------------------------------------------------------------------------------

Dividends and Capital Gain Distributions
Each Fund is treated separately in determining the amounts of dividends of net
investment income and distributions of capital gains payable to its
shareholders. Dividends and distributions are automatically reinvested on the
payment date for each shareholder's account in additional shares of the Fund
that paid the dividend or distribution at NAV or are paid in cash at the
election of the Participating Insurance Company.

The Funds in this Prospectus pay dividends, if any, periodically, and make any
capital gains distributions at least annually. Participating Insurance Companies
will be informed by January 31 about the amount and character of dividends and
distributions.

Taxes
As described in the prospectuses of the Participating Insurance Companies,
individual holders of VA Contracts and VLI Policies may qualify for favorable
tax treatment. In order to qualify for such treatment, the Internal Revenue Code
of 1986, as amended (the "Code"), requires, among other things, the "separate
accounts" of the Participating Insurance Companies, which maintain and invest
net proceeds form the VA Contracts and VLI Policies, to be "adequately
diversified. "See "Taxation of a Separate Account of a Participating Insurance
Company"in the SAI. Subject to certain conditions, for purposes of the "adequate
diversification" test, shares of the Fund will not be treated as single
investment. Rather, the separate account will be treated as the owner of its
proportionate share of each of the assets of the Fund. The Fund intends to
satisfy the relevant conditions of the Code and Treasury Regulations so that its
shares held in a separate account of a Participating Insurance Company, and the
VA Contracts and VLI Policies underlying such account, may qualify for favorable
tax treatment.

The foregoing discussion regarding taxes is based on tax laws which were in
effect as of the date of this Prospectus and summarizes only some of the
material federal income tax considerations affecting the Fund and its
shareholders. It is not intended as a substitute for careful tax planning and
does not discuss state, local or foreign income tax considerations; you should
consult your own tax advisor with respect to your specific tax situation. Please
see the SAI for further federal income tax considerations. Federal income
taxation of separate accounts of life insurance companies, VA Contracts and VLI
Policies is discussed in the Prospectuses of the Participating Insurance
Companies.

Pricing Fund Shares:
 .  As with all mutual fund investments, the price you pay to purchase shares or
   the price you receive when you redeem shares is not determined until after a
   request has been received in proper form.

 .  We determine the NAV of each Fund's shares, except the Money Market Fund,
   each business day as of the close of regular trading on the New York Stock
   Exchange ("NYSE"). We determine the NAV for the Money Market Fund each
   business day at 9:00 a.m. (Pacific time)/11:00 a.m. (Central time). We
   determine the NAV by subtracting each Fund's liabilities from its total
   assets, and then dividing the result by the total number of outstanding
   shares. The Money Market Fund's assets are valued using the amortized cost
   method. Each other Fund's assets are generally valued at current market
   prices. See the Statement of Additional Information for further disclosure.

 .  The non-money market Funds are open for business on each day the NYSE is open
   for business. NYSE holidays include New Year's Day, Martin Luther King,
   Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
   Day, Thanksgiving Day and Christmas Day. When any holiday falls on a weekend,
   the NYSE typically is closed on the weekday immediately before or after such
   holiday. The Money Market Fund is open for business Monday through Friday,
   and generally is closed on federal bank holidays.


                                                   Variable Trust Prospectus  51
<PAGE>


Table of Predecessors
- --------------------------------------------------------------------------------

The Funds described in this Prospectus were created as part of the
reorganization of the Life & Annuity Trust ("LAT") Family of Funds, advised by
Wells Fargo Bank, N.A., and the Norwest Select Family of Funds, advised by
Norwest Investment Management, Inc., into a single mutual fund complex. The
reorganization followed the merger of the advisors' parent companies.

Each Fund is an accounting survivor of a former Life & Annuity Trust or Norwest
Select Funds fund, as indicated in the Table of Predecessors below. The
performance histories and financial highlights of each Fund are the performance
histories and financial highlights of the predecessor fund.

     Wells Fargo Variable Trust        Predecessor Funds

     Asset Allocation Fund             LAT Asset Allocation Fund

     Corporate Bond Fund               None

     Equity Income Fund                Norwest Select Income Equity Fund

     Equity Value Fund                 LAT Equity Value Fund

     Growth Fund                       LAT Growth Fund

     International Equity Fund         None

     Large Company Growth Fund         None

     Money Market Fund                 LAT Money Market Fund

     Small Cap Growth Fund             Norwest Select Small Company Stock Fund


52  Variable Trust Prospectus
<PAGE>



Portfolio Managers
- --------------------------------------------------------------------------------

N. Graham Allen, FCMA, Mr. Allen manages the Corporate Bond Fund. He joined
Wells Capital Management Incorporated ("Wells Capital") in 1998 and is the
firm's Chief Fixed Income Officer. His responsibilities include overseeing of
non-dollar fixed-income investments in major developed countries, emerging
markets, Yankee bonds and global high yield investments. Prior to joining Wells
Capital, he headed the international bond management team at Bradford & Marzec,
a Los Angeles-based investment adviser where he was responsible for managing
high yield securities investments from 1988 to 1998. Educated in England, Mr.
Allen is a Fellow Chartered Management Accountant (FCMA), a recognized
accounting body in the United Kingdom.

John W.(Jack) Burgess Mr. Burgess co-manages the Corporate Bond Fund. He joined
Wells Capital in 1998 as portfolio manager for high yield fixed-income
investments. He joined Wells Capital from Independent Financial Advisors, an
independent advisory practice in Los Angeles where he performed research and
analysis of fixed-income securities from 1995 to 1998. Prior to this position,
he was a portfolio manager at Aurora National Life Assurance Company of Santa
Monica, California, where he managed both equity and fixed-income investments
from 1991 to 1994. Mr. Burgess received his BA in English from Harvard College
and a Juris Doctorate degree from Harvard Law School. He is a Chartered
Financial Analyst candidate.

John S. Dale, CFA, Mr. Dale manages the Large Company Growth Fund. He has
managed large company growth portfolios, currently totaling assets in excess of
$3 billion, and has been a Senior Vice President of Peregrine Capital
Management, Inc. since 1988, when he joined the firm. Mr. Dale received his BA
in Marketing from the University of Minnesota and he is a Chartered Financial
Analyst.

Gary J. Dunn, CFA, Mr. Dunn co-manages the Equity Income Fund, and managed the
predecessor portfolio since 1994. He joined Wells Capital in 1998 as Principal
for its Equity Income team, and holds dual positions at both Wells Capital and
Norwest Investment Management, Inc. ("NIM"), which intend to combine investment
advisory services under the Wells Capital name during late 1999/early 2000.
Currently, Mr. Dunn is also the Director of Institutional Investments of NIM. He
has been associated with Norwest or its affiliates as a financial analyst and
portfolio manager since 1979. Mr. Dunn holds a BA in Economics from Carroll
College and is a Chartered Financial Analyst.

Jacqueline A. Flippin Ms. Flippin co-manages the Corporate Bond Fund. She joined
Wells Capital in 1998 as a portfolio manager for taxable fixed-income
portfolios. Her area of expertise includes both mortgage-backed securities and
high yield debt. She was a fixed-income portfolio manager at McMorgan & Company
in San Francisco, CA from 1994 to 1998. Ms. Flippin received her BA in Sociology
from Northwestern University and an MBA in Finance from New York University.

Gregg Giboney, CFA, Mr. Giboney co-manages the Equity Value Fund. He managed the
predecessor portfolio since August 1998, and has been with Wells Capital as a
member of the Value Equity Team providing security analysis and portfolio
management since 1996. Mr. Giboney was with First Interstate Capital Management
prior to 1996 in various capacities, including fixed-income trading, derivative
management, equity analysis, stable value asset management and as a portfolio
manager for personal, institutional and trust accounts. Mr. Giboney received his
BS in Accounting and Finance from Washington State University, his MBA from the
University of Portland, and he is a Chartered Financial Analyst.

Christopher F. Greene Mr. Greene co-manages the Small Cap Growth Fund, and co-
managed the predecessor portfolio since early 1999. He joined Wells Capital in
1997. As Portfolio Manager and Analyst for the firm's small cap equity team, he
is responsible for fundamental security analysis of small and mid cap growth
securities. Before joining Wells Capital, he worked at Hambrecht & Quist, an
investment banking firm in San Francisco, as an analyst in the corporate finance
department from 1993 to 1996. Mr. Greene received a BA in Economics from
Claremont McKenna College. He is a Chartered Financial Analyst candidate.


                                                  Variable Trust Prospectus   53
<PAGE>


Portfolio Managers
- --------------------------------------------------------------------------------

Kelli K. Hill Ms. Hill manages the Growth Fund. She managed the predecessor
portfolio since February 1997, when she joined Wells Capital as its Core Equity
Team Leader. She also manages institutional equity portfolios and in her
research capacity, specializes in the capital goods and technology sectors. From
1988 to 1997, she was a Portfolio Manager for Wells Fargo Bank in San Francisco,
where her responsibilities included portfolio management for high net-worth
individuals. Ms. Hill holds a BA in Economics and International Relations from
the University of Southern California, and she is a Chartered Financial Analyst
candidate.

Stacey Ho, CFA, Ms. Ho co-manages the International Equity Fund. She has been
with Wells Capital as an international equity portfolio manager since early
1997. In 1995 and 1996 she was an international equity portfolio manager at
Clemente Capital Management, and from 1990 to 1995 she managed Japanese and U.S.
equity portfolios for Edison International. Ms. Ho has over nine years of
international equity investment management experience. Ms. Ho received her BA in
Civil Engineering from San Diego State University, her MS in Environmental
Engineering from Stanford University, her MBA from the University of California
at Los Angeles, and she is a Chartered Financial Analyst.

Daniel J. Kokoszka, CFA, Mr. Kokoszka co-manages the Corporate Bond Fund. Mr.
Kokoszka, as the Managing Director of Global Fixed-income for Wells Capital, is
responsible for non-dollar fixed-income investments in major developed countries
and U.S. dollar fixed-income investments (Yankee bonds) in emerging markets. He
joined the firm in 1998 from Bradford & Marzec,Inc., a Los Angeles-based
investment adviser, where he was a portfolio manager on the international
portfolio management team from 1993 to 1998. Mr. Kokoszka has a BS in Astronomy
from Villanova University, an MS in Mechanical Engineering from George
Washington University,and an MBA with emphasis in Finance, Corporate Accounting
and Applied Economics from the University of Rochester. He is a Chartered
Financial Analyst, a Certified Management Accountant and is Certified in
Financial Management.

Gary E. Nussbaum, CFA, Mr. Nussbaum co-manages the Large Company Growth Fund. He
has managed large company growth portfolios, currently totaling assets in excess
of $3 billion, and has been a growth equity style portfolio manager for
Peregrine Capital Management, Inc., where he is currently a Senior Vice
President, since 1990. Mr. Nussbaum received his Bachelors of Business
Administration from the University of Wisconsin, his MBA from the University of
Wisconsin, and his is a Chartered Financial Analyst.

David L. Roberts, CFA, Mr. Roberts manages the Equity Income Fund and managed
the predecessor portfolio since 1994, and also managed the predecessor's
predecessor collective investment trust since 1986. He is the Equity Income
Managing Director at Wells Capital. He joined the firm in 1998 and continues to
hold dual positions at both Wells Capital and Norwest Investment Management,
Inc. ("NIM"), which intend to combine investment advisory services under the
Wells Capital name during late 1999/early 2000. Mr. Roberts joined Norwest
Corporation in 1972 as a Securities Analyst. He became Assistant Vice President
Portfolio Manager in 1980,and was promoted to Vice President in 1982. He holds a
BA in Mathematics from Carroll College and he is a Chartered Financial Analyst.

Katherine Schapiro, CFA, Ms. Schapiro manages the International Equity Fund, and
she is the Managing Director of the International Equity team for Wells Capital.
As team leader, she manages international equity funds and portfolios for the
firm's institutional clients. She joined Wells Capital in 1997 from Wells Fargo
Bank where she was a portfolio manager from 1992 to 1997.

Ms. Schapiro's 17 years of investment experience included investment management
from 1988 to 1992 at Newport Pacific Management, a San Francisco-based
international investment advisory firm. Ms. Schapiro obtained her BA in Spanish
Literature from Stanford University and is a Chartered Financial Analyst. She
currently serves as President of the Security Analysts of San Francisco.


54   Variable Trust Prospectus
<PAGE>


Scott M. Smith, CFA, Mr.Smith co-manages the Corporate Bond Fund. He joined
Wells Capital in 1997 and currently manages taxable fixed-income portfolios as a
member of the core-plus team. His emphasis is on the corporate and mortgage-
backed sectors. From 1988 to 1997, while at Wells Fargo Bank, he was a short
duration fixed-income specialist and trust administrator. He has 11 years of
experience in the investment industry. Mr. Smith received his BA in
International Relations/Business from the University of San Diego, and he is a
Chartered Financial Analyst.

Rex Wardlaw, CFA, Mr. Wardlaw co-manages the Equity Value Fund, and he co-
managed the Fund's predecessor portfolio since its inception in early 1998. Mr.
Wardlaw is the Managing Director of Wells Capital's Value Equity Strategy team,
managing portfolios and directing the research effort. In his research capacity,
he focuses on basic industries, transportation, consumer cyclical and utility
sectors. Mr. Wardlaw joined Wells Capital in 1997 and has over 10 years of
experience in the investment management industry. Previously he was with Wells
Fargo Bank, where he was a portfolio manager from 1996 to 1997. He was a
portfolio manager at First Interstate Bank in Portland, OR from 1986 to 1996.
Mr. Wardlaw received a BA in Chemistry from Northwest Nazarene College and
earned an MBA (with honors) in Finance from the University of Oregon. He is a
Chartered Financial Analyst.

Allen E. Wisniewski, CFA, Mr. Wisniewski co-manages the Equity Value Fund, and
he co-managed the Fund's predecessor portfolio since its inception in early
1998. He joined Wells Capital in 1997 as a portfolio manager for the Value
Equity Strategy team and as a research analyst focusing on the higher yield
segment of the value strategy. Before joining Wells Capital in 1997, he was a
value equity portfolio manager from 1987 to 1997 at Wells Fargo Bank. Mr.
Wisniewski received a BA in Economics and an MBA in Economics and Finance from
the University of California at Los Angeles, and he is a Chartered Financial
Analyst.

Thomas Zeifang, CFA, Mr. Zeifang co-manages the Small Cap Growth Fund, and co-
managed the predecessor portfolio since early 1998. He joined Wells Capital in
1997 and is currently the Managing Director of the Small Cap Equity team. As
strategy leader, he is responsible for fundamental security analysis. Prior to
Wells Capital, he was a small cap equity portfolio manager from 1995 to 1997 at
Wells Fargo Bank. He was a Financial Analyst from 1993 to 1995 at Fleet
Investment Advisors, based in Rochester, NY. Mr. Zeifang holds a BS in Business
Administration from St. Bonaventure University and an MBA in Finance from the
University of Rochester's Simon School of Business. He is a Chartered Financial
Analyst.


                                                  Variable Trust Prospectus   55
<PAGE>


Glossary
- --------------------------------------------------------------------------------

We provide the following definitions to assist you in reading this Prospectus.
For a more complete understanding of these terms you should consult your
financial advisor.

American Depositary Receipts ("ADRs")

Receipts for non-U.S. company stocks. The stocks underlying ADRs are typically
held in bank vaults. The ADR's owner is entitled to any capital gains or
dividends. ADRs are one way of owning an equity interest in foreign companies.

Asset-Backed Securities

Securities consisting of an undivided fractional interest in pools of consumer
loans, such as car loans or credit card debt, or receivables held in trust.

Below Investment-Grade

Securities rated BBB or lower by S&P or Baa or lower by Moody's Investor
Services, or that may be unrated securities or securities considered to be "high
risk."

Business Day

Any day the New York Stock Exchange is open is a business day for the Funds.

Capital Appreciation, Capital Growth

The increase in the value of a security. See also "total return."

Capitalization

When referring to the size of a company, capitalization means the total number
of a company's outstanding shares of stock multiplied by the price per share.
This is an accepted method of determining a company's size and is sometimes
referred to as "market capitalization."

Capital Structure

Refers to how a company has raised money to operate. Can include, for example,
borrowing or selling stock.

Collateralized Mortgage Obligations ("CMOs")

Securities collateralized by portfolios of mortgage pass-through securities.
CMOs are structured into multiple classes, and are paid according to class
maturity, shortest maturities paid first.

Commercial Paper

Debt instruments issued by banks, corporations and other issuers to finance
short-term credit needs. Commercial paper typically is of high credit quality
and offers below market interest rates.

Convertible Debt Securities

Bonds or notes that are exchangeable for equity securities at a set price on a
set date or at the election of the holder.

Current Income

Earnings in the form of dividends or interest as opposed to capital growth. See
also "total return."

Debt Securities

Generally, a promise to pay interest and repay principal by an individual or
group of individuals sold as a security. The owner of the security is entitled
to receive any such payments. Examples include bonds and mortgage-backed
securities and can include securities in which the right to receive interest and
principal repayment have been sold separately.

Derivatives

Securities whose values are derived in part from the value of another security
or index. An example is a stock option.


56   Variable Trust Prospectus
<PAGE>


Distributions

Dividends and/or capital gains paid by a Fund on its shares.

Diversified

A diversified fund, as defined by the Investment Company Act of 1940, is one
that invests in cash, Government securities, other investment companies and no
more than 5% of its total assets in a single issuer. These policies must apply
to 75% of the Funds' total assets.

Dollar-Denominated

Securities issued by foreign banks, companies or governments in U.S. dollars.

Duration

A measure of a security's or portfolio's sensitivity to changes in interest
rates. Duration is usually expressed in years, with longer durations typically
more sensitive to interest rate changes than shorter durations.

Emerging Markets

Markets associated with a country that is considered by international financial
organizations, such as the International Finance Corporation and the
International Bank for Reconstruction and Development, and the international
financial community to have an "emerging" stock market. Such markets may be
under-capitalized, have less-developed legal and financial systems or may have
less stable currencies than markets in the developed world.

Federal Deposit Insurance Corporation ("FDIC")

The Federal Deposit Insurance Corporation. This is the company that provides
federally sponsored insurance covering bank deposits such as savings accounts
and CDs. Mutual funds are not FDIC insured.

FHLMC

FHLMC securities are commonly known as "Freddie Mac" and are issued by the
Federal Home Loan Mortgage Corporation.

FNMA

FNMA securities are commonly known as "Fannie Maes" and are issued by the
Federal National Mortgage Association.

GNMA

GNMA securities are commonly known as "Ginnie Maes" and are issued by the
Government National Mortgage Association.

Hedge

Strategy used to offset investment risk. A perfect hedge is one eliminating the
possibility of future gain or loss.

Illiquid Security

A security that cannot be readily sold at the desired time,or cannot be readily
sold without negatively affecting its fair price.

Initial Public Offering

The first time a company's stock is offered for sale to the public.

Investment-Grade Securities

A type of bond rated in the top four investment categories by a nationally
recognized ratings organization. Generally these are bonds whose issuers are
considered to have a strong ability to pay interest and repay principal,
although some investment-grade bonds may have some speculative
characteristics.


                                                  Variable Trust Prospectus   57
<PAGE>


Glossary
- --------------------------------------------------------------------------------

Liquidity

The ability to readily sell a security at a fair price.


Money Market Instruments

High-quality short-term instruments meeting the requirements of Rule 2a-7 of the
1940 Act, such as bankers' acceptances, commercial paper, repurchase agreements
and government obligations. In a money market fund, average portfolio maturity
does not exceed 90 days, and all investments have maturities of 397 days or less
at the time of purchase.

Moody's

A nationally recognized ratings organization.

Nationally Recognized Ratings Organization ("NRRO")

A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.

Net Asset Value ("NAV")

The value of a single fund share. It is determined by adding together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares. The NAV is calculated separately for each class
of the Fund, and is determined as of the close of regular trading on each
business day the NYSE is open, typically 1:00 p.m. (Pacific time)/3:00 p.m.
(Central time).

Options

An option is the right to buy or sell a security based on an agreed upon price
for at a specified time. For example, an option may give the holder of a stock
the right to sell the stock to another party, allowing the seller to profit if
the price has fallen below the agreed price. Options may also be based on the
movement of an index such as the S&P 500.

Preservation of Capital

The attempt by a fund's manager to defend against drops in the net asset value
of fund shares in order to preserve the initial investment.

Price-to-Earnings Ratio

The ratio between a stock's price and its historical, current or anticipated
earnings. Low ratios typically indicate a high yield. High ratios are
characteristic of growth stocks which generally have low current yields.

Principal Stability

The degree to which share prices for a fund remain steady. Money market funds
attempt to achieve the highest degree of principal stability by maintaining a
$1.00 per share net asset value. More aggressive funds may not consider
principal stability an objective.

Repurchase Agreement

An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.

Russell 1000 Index

An index comprised of the 1000 largest firms listed on the Russell 3000 Index.
The Russell 3000 Index is a listing of 3000 corporations by the Frank Russell
Company that is intended to be representative of the U.S. economy. The Russell
1000 is considered a "large cap" index.

Russell 2000 Index

An index comprised of the 2000 smallest firms listed on the Russell 3000 Index.
The Russell 3000 Index is a listing of 3000 corporations by the Frank Russell
Company that is intended to be representative of the U.S. economy. The Russell
2000 is considered a "small cap" index.


                                                  Variable Trust Prospectus   58
<PAGE>


Selling Agent

A person who has an agreement with the Funds' distributors that allows them to
sell a Fund's shares.

Shareholder Servicing Agent

Anyone appointed by the Fund to maintain shareholder accounts and records,
assist and provide information to shareholders or perform similar functions.

Signature Guarantee

A guarantee given by a financial institution that has verified the identity of
the maker of the signature.

S&P, S&P 500 Index

Standard & Poor's, a nationally recognized ratings organization. S&P also
publishes various indexes or lists of companies representative of sectors of the
U.S. economy.

Statement of Additional Information

A document that supplements the disclosure made in the Prospectus.

Stripped Treasury Securities

Debt obligations in which the interest payments and the repayment of principal
are separated and sold as securities.

Total Return

The total value of capital growth and the value of all distributions, assuming
that distributions were used to purchase additional shares of the Funds.

Turnover Ratio

The percentage of the securities held in a Fund's portfolio, other than short-
term securities, that were bought or sold within a year.

Undervalued

Describes a stock that is believed to be worth more than its current price.

U.S.Government Obligations

Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

Value Strategy

A strategy of investing which tries to identify and buy undervalued stocks under
the assumption that the stock will eventually rise to its "fair market" value.

Warrants

The right to buy a stock at a set price for a set time.

Weighted Average Maturity

The average maturity for the debt securities in a portfolio on a dollar-for-
dollar basis.


                                                  Variable Trust Prospectus   59
<PAGE>


YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENT:

STATEMENT OF ADDITIONAL INFORMATION

supplements the disclosures made by this Prospectus. The Statement of Additional
Information has been filed with the SEC and incorporated by reference into this
Prospectus and is legally part of this Prospectus.

THIS DOCUMENT IS AVAILABLE FREE OF CHARGE:

Call: 1-800-222-8222

WRITE TO:
Wells Fargo Funds
PO Box 8266
Boston, MA 02266-8266; or

Visit the SEC's website at http://www.sec.gov

REQUEST COPIES FOR A FEE BY WRITING TO:
SEC Public Reference Room
Washington, DC 20549-6009
Call: 1-800-SEC-0330 for details

<PAGE>

                                                                           WELLS
                                                                           FARGO

                                                                           FUNDS

WELLS FARGO VARIABLE
TRUST FUNDS

                                  PROSPECTUS

Please read this Prospectus and keep it for future reference. It is designed to
provide you with important information and to help you decide if a Fund's goals
match your own.

Federal law requires us to update this Prospectus annually. Federal law does not
allow us to satisfy Prospectus delivery requirements by sending one Prospectus
for all accounts and people within a household. Therefore, if you own the same
Fund in more than one account or if several people in your household own the
same Fund, you will receive multiple Prospectuses.

These securities have not been approved or disapproved by the U.S. Securities
and Exchange Commission ("SEC"), nor has the SEC passed upon the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.

Fund shares are NOT deposits or other obligations of, or issued,endorsed or
guaranteed by Wells Fargo Bank,N.A.("Wells Fargo Bank") or any of its
affiliates.Fund shares are NOT insured or guaranteed by the U.S.Government, the
Federal Deposit Insurance Corporation ("FDIC") or any other governmental agency.
AN INVESTMENT IN A FUND INVOLVES CERTAIN RISKS,INCLUDING POSSIBLE LOSS OF
PRINCIPAL.

Equity Value Fund

                                                               September 20 1999
<PAGE>

<TABLE>
<CAPTION>
Table of Contents                                               Variable Trust Funds
- ------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                                          <C>
Overview                                    Objectives and Principal Strategies                           4
This section contains important             Summary of Important Risks                                    6
summary information about the               Performance History                                           8
Fund.
                                            Key Information                                               8

- ------------------------------------------------------------------------------------------------------------
The Funds                                   Equity Value Fund                                            10
This section contains important             General Investment Risks                                     12
information about the Fund.                 Organization and Management
                                            of the Fund                                                  18

- ------------------------------------------------------------------------------------------------------------
Your Investment                             Your Account                                                 21
Turn to this section for
information on how to buy
and sell Fund shares.

- ------------------------------------------------------------------------------------------------------------
Reference                                   Other Information                                            22
Look here for additional                    Table of Predecessors                                        23
information and term                        Portfolio Managers                                           24
definitions.
                                            Glossary                                                     26
</TABLE>
<PAGE>

Variable Trust Funds Overview
- --------------------------------------------------------------------------------
See the individual Fund description in this Prospectus for further details.


  FUND                               OBJECTIVE
  Equity Value Fund                  Seeks long-term capital appreciation.

4  Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

     PRINCIPAL STRATEGY

     We invest in equity securities that we believe are undervalued in relation
     to the overall stock markets.

                                                    Variable Trust Prospectus  5
<PAGE>

Summary of Important Risks
- --------------------------------------------------------------------------------

This section summarizes important risks for the Fund described in this
Prospectus,and important risks that relate specifically to this particular
Fund.Both are important to your investment choice.Additional information about
these and other risks is included in:

 .    the individual Fund Description later in this Prospectus;

 .    under the "General Investment Risks"section beginning on page 12;and

 .    in the Funds' Statement of Additional Information.

An investment in a Fund is not a deposit of Wells Fargo Bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.It is possible to lose money by investing in a Fund.

     COMMON RISKS FOR THE FUNDS

     Equity Securities
     The Fund invests in equity securities,which are subject to equity market
     risk. This is the risk that stock prices will fluctuate and can decline and
     reduce the value of a Fund's portfolio. Certain types of stock and certain
     individual stocks selected for the Fund's portfolio may underperform or
     decline in value more than the overall market.As of the date of this
     Prospectus,the equity markets,as measured by the S&P 500 Index and other
     commonly used indexes,are trading at or close to record levels.There can be
     no guarantee that these levels will continue.The Funds that invest in
     smaller companies,in foreign companies (including investments made through
     American Depositary Receipts and similar instruments),and in emerging
     markets are subject to additional risks,including less liquidity and
     greater price volatility.A Fund's investment in foreign companies and
     emerging markets are also subject to special risks associated with
     international investing,including currency,political,regulatory and
     diplomatic risks.

     Debt Securities
     The Fund may invest some of its assets in debt securities,such as notes and
     bonds,which 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 instruments in the 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 instrument has
     adjustable or variable rate features,which can reduce interest rate
     risk.Changes in market interest rates may also extend or shorten the
     duration of certain types of instruments,such as asset-backed
     securities,thereby affecting their value and the return on your investment.

6  Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

     FUND                            SPECIFIC RISKS
                                     There is no guarantee that securities
                                     selected as "undervalued"will perform as
                                     expected.Stocks of smaller,medium-sized and
                                     foreign companies purchased using the value
     Equity Value Fund               strategy may be more volatile and less
                                     liquid than other comparable securities.

                                                     Variable Trust Prospectus 7
<PAGE>

Performance History
- --------------------------------------------------------------------------------

     The information on the following pages shows you how each Fund has
     performed and illustrates the variability of a Fund's returns over
     time.Each Fund's average annual returns for one-year and since inception
     periods are compared to the performance of an appropriate broad-based
     index.Please remember that past performance is no guarantee of future
     results.The performance for the Fund in this Prospectus does not reflect
     fees charged by your variable life insurance/annuity certificate or
     contract.If it did,returns would be lower.

     The Equity Value Fund has been in operation less than a calendar
     year,therefore,performance information is not shown for this Fund.

Key Information
- --------------------------------------------------------------------------------

     Important information you should look for as you decide to invest in a
     Fund:
     The summary information on the previous pages is designed to provide you
     with an overview of the Fund.The sections that follow provide more detailed
     information about the investments and management of the Fund.

     ---------------------------------------------------------------------------

     Investment Objective and Investment Strategies
     The investment objective of the Fund in this Prospectus is non-
     fundamental,that is,it can be changed by a vote of the Board of Trustees
     alone.The objectives and strategies descriptions for the Fund tell you:

     .    what the Fund is trying to achieve;and

     .    how we intend to invest your money.

     ---------------------------------------------------------------------------

     Permitted Investments
     A summary of the Fund's key permitted investments and practices.

     ---------------------------------------------------------------------------

     Important Risk Factors
     Describes the key risk factors for the Fund,and includes risks described in
     the "Summary of Important Risks"and "General Investment Risks"sections.

     Words appearing in italicized print and highlighted in color are defined in
     the Glossary.

8  Variable Trust Prospectus
<PAGE>

                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Equity Value Fund
- --------------------------------------------------------------------------------

     Portfolio Managers: Rex Wardlaw, CFA; Allen Wisniewski, CFA; Gregg Giboney,
     CFA

     ---------------------------------------------------------------------------

     Investment Objective
     The Equity Value Fund seeks long-term capital appreciation.

     ---------------------------------------------------------------------------

     Investment Strategies
     We seek long-term capital appreciation by investing in a diversified
     portfolio composed primarily of equity securities that are trading at low
     price-to-earnings ratios,as measured against the stock market as a whole or
     against the individual stock's own price history.In addition we look at the
     price-to-book value and price-to-cash flow ratios of companies for
     indications of attractive valuation.We use both quantitative and
     qualitative analysis to identify possible investments. Dividends are a
     secondary consideration when selecting stocks.We may purchase particular
     stocks when we believe that a history of strong dividends may increase
     their market value.

     ---------------------------------------------------------------------------

     Permitted Investments
     Under normal market conditions,we invest:

     .    primarily in common stocks of both large,well-established companies
          and smaller companies with market capitalization exceeding $50 million
          at the time of purchase;

     .    in debt securities that may be converted into the common stock of both
          U.S.and foreign companies;and

     .    up to 25% of our assets in foreign companies through American
          Depositary Receipts and similar instruments.

     We may also purchase convertible debt securities with the same
     characteristics as common stock,as well as in preferred stock and warrants.

     We may temporarily hold assets in cash or in money market
     instruments,including U.S.Government obligations,shares of other mutual
     funds and repurchase agreements,or make short-term investments,either to
     maintain liquidity or for short-term defensive purposes when we believe it
     is in the best interests of shareholders.During such periods,the Fund may
     not achieve its objective of long-term capital appreciation.

     ---------------------------------------------------------------------------

     Important Risk Factors
     There is no guarantee that securities selected as "undervalued"will perform
     as expected.Stocks of smaller,medium-sized and foreign companies purchased
     using the value approach may be more volatile and less liquid than other
     comparable securities.

     You should consider the "Summary of Important Risks"section on page 6,the
     "General Investment Risks"section beginning on page 12,and the specific
     risks listed here.They are all important to your investment choice.

10 Variable Trust Prospectus
<PAGE>

                                                            Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception,if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
                                                  FUND COMMENCED
                                                  ON MAY 1, 1998
                                                  ------------------------------------
                                                    (Unaudited)
                                                      Jun. 30,       Dec. 31,
For the period ended:                                   1999           1998
                                                  ------------------------------------
<S>                                               <C>               <C>
Net asset value, beginning of period                $    9.55       $  10.00

Income from investment operations:
  Net investment income (loss)                           0.05           0.07
  Net realized and unrealized gain (loss)
    on investments                                       0.72          (0.45)

Total from investment operations                         0.77          (0.38)

Less distributions:
  Dividends from net investment income                  (0.05)         (0.07)
  Distributions from net realized gains                  0.00           0.00

Total from distributions                                (0.05)         (0.07)

Net asset value, end of period                      $   10.27       $   9.55

Total return (not annualized)/1/                         8.05%         (3.76%)

Ratios/supplemental data:
  Net assets, end of period (000s)                  $  22,179       $ 11,072

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets                1.09%          1.09%
  Ratio of net investment income (loss) to
    average net assets                                   1.06%          1.54%

Portfolio turnover                                         57%            27%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                       1.52%          2.52%

Ratio of net investment income (loss)
  to average net assets prior to waived
  fees and reimbursed expenses (annualized)              0.63%          0.11%
- --------------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.

                                                   Variable Trust Prospectus  11
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

Understanding the risks involved in mutual fund investing will help you make an
informed decision that takes into account your risk tolerance and preferences.
You should carefully consider the risks common to investing in all mutual funds,
including Wells Fargo Variable Trust Funds. Certain common risks are identified
in the Summary of Important Risks on page 6.Other risks of mutual fund investing
include the following:

 .    Unlike bank deposits, such as CDs or savings accounts, mutual funds are not
     insured by the FDIC.

 .    We cannot guarantee that we will meet our investment objectives. With
     respect to the Money Market Fund, we cannot guarantee that we will be able
     to maintain a $1.00 per share net asset value.

 .    We do not guarantee the performance of a Fund, nor can we assure you that
     the market value of your investment will not decline. We will not "make
     good" any investment loss you may suffer, nor can anyone we contract with
     to provide certain services, such as selling agents or investment advisors,
     offer or promise to make good any such losses.

 .    Share prices--and therefore the value of your investment--will increase and
     decrease with changes in the value of the underlying securities and other
     investments. This is referred to as price volatility.

 .    Investing in any mutual fund, including those deemed conservative, involves
     risk, including the possible loss of any money you invest.

 .    An investment in a single Fund, by itself, does not constitute a complete
     investment plan.

 .    The Funds that invest in smaller companies, foreign companies (including
     investments made through American Depositary Receipts and similar
     instruments), and in emerging markets are subject to additional risks,
     including less liquidity and greater price volatility. A Fund's investment
     in foreign and emerging markets may also be subject to special risks
     associated with international trade, including currency, political,
     regulatory and diplomatic risk.

 .    The Funds may invest a portion of their assets in U.S. Government
     obligations. It is important to recognize that the U.S. Government does not
     guarantee the market value or current yield of those obligations. Not all
     U.S. Government obligations are backed by the full faith and credit of the
     U.S. Treasury, and the U.S. Government's guarantee does not extend to the
     Funds themselves.

 .    The Funds may also use certain derivative instruments, such as options or
     futures contracts. The term "derivatives" covers a wide number of
     investments, but in general it refers to any financial instrument whose
     value is derived, at least in part,from the price of another security or a
     specified index, asset or rate. Some derivatives may be more sensitive to
     interest rate changes or market moves, and some may be susceptible to
     changes in yields or values due to their structure or contract terms.

 .    The Funds also may invest a portion of their assets in GNMAs, FNMAs and
     FHLMCs. Each are mortgage-backed securities representing partial ownership
     of a pool of residential mortgage loans.A "pool" or group of such mortgages
     is assembled and, after being approved by the issuing entity, is offered to
     invest through securities dealers. Mortgage-backed securities are subject
     to prepayment risk, which can alter the maturity of the securities and also
     reduce the rate of return on such investments. Collateralized mortgage
     obligations ("CMOs") represent principal-only and interest-only portions of
     such securities that are subject to increased interest-rate and credit
     risk.

12   Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

 .    The Funds may enter into forward currency exchange contracts ("forward
     contracts") to try to reduce currency exchange risks to the Funds from
     foreign securities investments. A forward contract is an obligation to buy
     or sell a specific currency for an agreed price at a future date which is
     individually negotiated and privately traded by currency traders and their
     customers.

 .    The market value of lower-rated debt securities, also known as "junk
     bonds," and unrated securities tends to reflect individual developments
     affecting the issuer to a greater extent than the market value of higher-
     rated securities, which react primarily to fluctuations in the general
     level of interest rates. Lower-rated securities also tend to be more
     sensitive to economic conditions than higher-rated securities. These lower-
     rated debt securities are considered by the rating agencies, on balance, to
     be predominantly speculative with respect to the issuer's capacity to pay
     interest and repay principal in accordance with the terms of the obligation
     and generally involve more credit risk than securities in higher-rating
     categories. Even securities rated "BBB" by S&P or by Moody's ratings which
     are considered investment-grade, possess some speculative characteristics.

Investment practices and risk levels are carefully monitored. Every attempt is
made to ensure that the risk exposure for each Fund remains within the
parameters of its objective.

What follows is a general list of the types of risks (some of which are
described previously) that may apply to a given Fund and a table showing some of
the additional investment practices that each Fund may use and the risks
associated with them. Additional information about these practices is available
in the Statement of Additional Information.

Counter-Party Risk--The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Credit Risk--The risk that the issuer of a debt security will be unable to make
interest payments or repay principal on schedule. If an issuer does default, the
affected security could lose all of its value, or be renegotiated at a lower
interest rate or principal amount. Affected securities might also lose
liquidity. Credit risk also includes the risk that a party in a transaction may
not be able to complete the transaction as agreed.

Currency Risk--The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.

Emerging Market Risk--The risk that the emerging market, as defined in the
glossary, may be more sensitive to certain economic changes. For example,
emerging market countries are often dependent on international trade and are
therefore often vulnerable to recessions in other countries. They may have
obsolete financial systems, have volatile currencies and may be more sensitive
than more mature markets to a variety of economic factors. Emerging market
securities may also be less liquid than securities of more developed countries
and could be difficult to sell, particularly during a market downturn.

Experience Risk--The risk presented by a new or innovative security. The risk is
that insufficient experience exists to forecast how the security's value might
be affected by various economic conditions.

Information Risk--The risk that information about a security is either
unavailable, incomplete or is inaccurate.

                                                  Variable Trust Prospectus   13
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security decreases. The effect is usually more pronounced for securities
with longer maturities.

Leverage Risk--The risk that an investment practice, such as lending portfolio
securities or engaging in forward commitment or when-issued securities
transactions, may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.

Liquidity Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk--The risk that the value of a stock,bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Political Risk--The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation's or region's industry,
government or markets.

Prepayment Risk--The risk that consumers will prepay mortgage loans, which can
alter the maturity of a mortgage-backed security, increase interest-rate risk,
and reduce rates of return.

Regulatory Risk--The risk that changes in government regulations will adversely
affect the value of a security. Also the risk that an insufficiently regulated
market might permit inappropriate trading practices.

Year 2000 Risk--The Funds' principal service providers have advised the Funds
that they are working on the necessary changes to their computer systems to
avoid any system failure based on an inability to distinguish the year 2000 from
the year 1900, and that they expect their systems to be adapted in time. There
can, of course, be no assurance of success. In addition, the companies or
entities in which the Funds invest also could be adversely impacted by the Year
2000 issue, especially foreign entities, which may be less prepared for Year
2000. The extent of such impact cannot be predicted.

In addition to the general risks discussed above, you should carefully consider
and evaluate any special risks that may apply to investing in the Fund. See the
"Important Risk Factors" section in the summary for the Fund. You should also
see the Statements of Additional Information for additional information about
the investment practices and risks particular to the Fund.

14   Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

Investment Practice/Risk


The following table lists some of the additional investment practices of the
Fund, including some not disclosed in the Investment Objective and Investment
Strategies section of the Prospectus. The risks indicated after the description
of the practice are NOT the only potential risks associated with that practice,
but are among the more prominent. Market risk is assumed for each. See the
Investment Objective and Investment Strategies for the Fund or the Statement of
Additional Information for more information on these practices.

Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for the Fund remains within the parameters of its
objective.

<TABLE>
<CAPTION>

INVESTMENT PRACTICE                                                RISK                      EQUITY VALUE
<S>                                                                <C>                       <C>
Borrowing Policies
The ability to borrow from banks for temporary                     Leverage Risk             .
purposes to meet shareholder redemptions.

Emerging Markets
Investments in companies located or operating in                   Information,
countries considered developing or to have "emerging"              Political, Regulatory,
stock markets. Generally, these investments securities             Diplomatic, Liquidity
have the same type of risks as foreign securities, but             and Currency Risk
to a higher degree.

Floating and Variable Rate Debt
Instruments with interest rates that are adjusted either           Interest Rate and         .
on a schedule or when an index or benchmark changes.               Credit Risk


Foreign Obligations                                                Information,
Debt of a foreign government or corporation or dollar              Political, Regulatory,
denominated debt obligations of foreign branches of                Diplomatic, Liquidity
U.S. banks or U.S. branches of foreign banks.                      and Currency Risk

Foreign Securities
Equity securities issued by a non-U.S. company or debt             Information,              .
of a or foreign government in the form of an American              Political, Regulatory,
Depositary Receipt ("ADR") or similar instrument. Foreign          Diplomatic, Liquidity
securities may also be emerging markets securities, which          and Currency Risk
are subject to the same risks, but to a higher degree.

Forward Commitment, When-Issued and
Delayed Delivery Transactions                                      Interest Rate,            .
Securities bought or sold for delivery at a later date or          Leverage, Credit and
bought or sold for a fixed price at a fixed date.                  Experience Risk
</TABLE>

                                                  Variable Trust Prospectus   15
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

INVESTMENT PRACTICE                                                   RISK                   EQUITY VALUE
<S>                                                                   <C>                    <C>
High Yield Securities
Debt securities of lower quality, also known as "junk
bonds," that produce generally higher rates of return.
These securities tend to be more sensitive to economic               Interest Rate and
conditions and during sustained periods of rising                    Credit Risk
interest rates, may experience increased interest and/or
principal defaults.

Illiquid Securities
A security that cannot be readily sold, or cannot be                  Liquidity Risk         .
readily sold without negatively affecting its fair price.
Limited to 15% of total assets.

Loan Participations
Debt obligations that represent a portion of a larger
loan made by a bank. Generally sold without guarantee                 Credit Risk
or recourse, some participations sell at a discount because
of the borrower's credit problems. Limited to 5% of
total assets.

Loans of Portfolio Securities
The practice of loaning securities to brokers, dealers and            Credit,                .
financial institutions to increase return on those securities.        Counter-Party and
Loans may be made up to Investment Company Act of                     Leverage Risk
1940 limits (currently one-third of total assets including
the value of collateral received).

Mortgage- and Asset-Backed Securities                                 Interest Rate,Credit,
Securities consisting of undivided fractional interest                Prepayment and
in pools of consumer loans, such as mortgage loans, car               Experience Risk
loans, credit card debt, or receivables held in trust.

Options
The right or obligation to receive or deliver a security or
cash payment depending on the security's price or the                 Credit,Information     .
performance of an index or benchmark. Types of options                and Liquidity Risk
used may include: options on securities, options on a stock
index, stock index futures and options on stock index
futures to protect liquidity and portfolio value.

Other Mutual Funds
The temporary investment in shares of another mutual
fund. A pro rata portion of the other fund's expenses, in             Market Risk            .
addition to the expenses paid by the Funds, will be borne
by Fund shareholders.

Privately Issued Securities
Securities that are not publicly traded but which may be
resold in accordance with Rule 144A of the Securities Act             Liquidity Risk         .
of 1933.
</TABLE>

16   Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTMENT PRACTICE                                                  RISK                EQUITY VALUE
<S>                                                                  <C>                 <C>
Repurchase Agreements
A transaction in which the seller of a security agrees to            Credit and          .
buy back a security at an agreed upon time and price,                Counter-Party Risk
usually with interest.

Small Company Securities                                             Market,Experience   .
The risk that investments in small companies may be                  and Liquidity Risk
more volatile than investments in larger companies.

Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not both.          Interest Rate Risk
These securities tend to have greater interest rate
sensitivity than conventional debt obligations.
</TABLE>

                                                  Variable Trust Prospectus   17
<PAGE>

Organization and Management of the Fund
- --------------------------------------------------------------------------------

A number of different entities provide services to the Fund. This section shows
how the Fund is organized, the entities that perform different services, and how
they are compensated. Further information is available in the Statement of
Additional Information for the Fund.

About Wells Fargo Variable Trust
Wells Fargo Variable Trust ("WFVT") was organized as a Delaware business trust
on March 10,1999. The Board of Trustees of WFVT supervises the Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy. The Fund is available for purchase
through certain variable annuity contracts ("VA Contracts") and variable life
insurance policies ("VLI Policies") offered by the separate accounts of
Participating Insurance Companies. Individual holders of VA Contracts and VLI
Policies are not the "shareholders" of or "investors" in the Funds. Rather, the
Participating Insurance Companies and their separate accounts are the
shareholders or investors, although such companies will pass through voting
rights to the holders of VA Contracts and VLI Policies. The WFVT currently does
not foresee any disadvantages to the holders of VA Contracts and VLI Policies
arising from the fact that the interests of the holders of VA Contracts and VLI
Policies may differ. Nevertheless, the WFVT's Board of Trustees intends to
monitor events in order to identify any conflicts which may arise and to
determine what action,if any, should be taken in response to such conflicts. The
VA Contracts and VLI Policies are described in the separate Prospectuses issued
by the Participating Insurance Companies. The WFVT assumes no responsibility for
such Prospectuses.

<TABLE>
<CAPTION>
                                                       BOARD OF TRUSTEES
                                                 Supervises the Funds' activities
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                           <C>
          INVESTMENT ADVISOR                                                                              CUSTODIAN
Wells Fargo Bank, N.A.                                                     Norwest Bank Minnesota, N.A.
525 Market St., San Francisco, CA                                          6th & Marquette,Minneapolis, MN
Manages the Funds' investment activities                                   Provides safekeeping for the assets of the Fund
- ------------------------------------------------------------------------------------------------------------------------------

                                                     INVESTMENT SUB-ADVISOR
                                               Wells Capital Management Incorporated
                                                          525 Market St.
                                                         San Francisco, CA
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                        TRANSFER
           DISTRIBUTOR                                   ADMINISTRATOR                                    AGENT

Stephens Inc.                                Wells Fargo Bank, N.A.                            Boston Financial Data
111 Center St.                               525 Market St.                                    Services, Inc.
Little Rock, AR                              San Francisco, CA                                 Two Heritage Dr.
                                                                                               Quincy, MA

Markets the Funds                            Manages the                                       Maintains records
and distributes                              Funds' business                                   of shares and
Fund shares                                  activities                                        supervises the payment
                                                                                               of dividends
- ------------------------------------------------------------------------------------------------------------------------------

                                       PARTICIPATING INSURANCE COMPANIES AND SELLING AGENTS
                               Advise current and prospective contract holders with Fund investments
- ------------------------------------------------------------------------------------------------------------------------------

                                                         CONTRACT HOLDERS
</TABLE>

18  Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

In the following sections,the percentages shown are the percentages of the
average daily net assets of the Fund paid on an annual basis for the services
described.

The Investment Advisor
Wells Fargo Bank, N.A. provides portfolio management and fundamental security
analysis services as the advisor for the Fund. 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 June 30, 1999,
Wells Fargo Bank and its affiliates provided advisory services for over $131
billion in assets.

For providing these services, Wells Fargo Bank is entitled to receive the
following fees:

Equity Value Fund                                          0.55%

The Sub-Advisors
Wells Capital Management Incorporated ("WCM"), a wholly owned subsidiary of
Wells Fargo Bank N.A., is the sub-advisor for the Fund. In this capacity, it is
responsible for the day-to-day investment management activities of the Fund. As
of June 30, 1999, WCM provided advisory services for over $42 billion in assets.

The Sub-Advisors are compensated by the Investment Advisor from the fees
received by the Advisor as listed above.

                                                   Variable Trust Prospectus  19
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

The Administrator
Wells Fargo Bank provides the Fund with administrative services, including
general supervision of the Fund's operation, coordination of the other services
provided to the Fund, compilation of information for reports to the SEC and
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Trust's Trustees and officers. Wells Fargo
Bank also furnishes office space and certain facilities to conduct the Fund's
business. For providing these services, Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of the Fund.

Distribution Plan
We have adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under
the 1940 Act for the Fund. The Plan authorizes the payment of all or part of the
cost of preparing and distributing Prospectuses, annual and semi-annual reports,
and other materials to shareholders, and the payment of compensation to selling
agents. For these services the Fund pays up to 0.25% of its annual net assets.

20  Variable Trust Prospectus
<PAGE>

Your Account
- --------------------------------------------------------------------------------

Investing in the Fund
The Fund is available for purchase through certain VA Contracts and VLI Policies
offered by the separate accounts of Participating Insurance Companies. The
separate accounts of the Participating Insurance Companies place orders to
purchase and redeem shares of the Fund based on, among other things, the amount
of premium payments to be invested and the amount of surrender and transfer
requests (as defined in the Prospectuses describing the VA Contracts and VLI
Policies issued by the Participating Insurance Companies) to be effected on that
day pursuant to VA Contracts and VLI Policies.Please refer to the Prospectus
provided by your selling agent for more detailed information describing the
separate accounts.

The WFVT does not assess any fees, either when it sells or when it redeems its
shares. Surrender charges,mortality and expense risk fees and other charges may
be assessed by Participating Insurance Companies under the VA Contracts or VLI
Policies. These fees and charges are described in the Participating Insurance
Companies' Prospectuses.

Should any conflict between VA Contract and VLI Policy holders arise which would
require that a substantial amount of net assets be withdrawn from a Fund of the
WFVT, orderly portfolio management could be disrupted to the potential detriment
of the VA Contract and VLI Policy holders.

                                                   Variable Trust Prospectus  21
<PAGE>

Other Information
- --------------------------------------------------------------------------------

Dividends and Capital Gain Distributions
The Fund is treated separately in determining the amount 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 Fund in this Prospectus pay dividends, if any, periodically, and make any
capital gains distributions at least annually. Participating Insurance Companies
will be informed by January 31 about the amount and character of dividends and
distributions.

Taxes
As described in the prospectuses of the Participating Insurance
Companies,individual holders of VA Contracts and VLI Policies may qualify for
favorable tax treatment. In order to qualify for such treatment,the Internal
Revenue Code of 1986, as amended (the "Code"), requires, among other things, the
"separate accounts" of the Participating Insurance Companies, which maintain and
invest net proceeds form the VA Contracts and VLI Policies, to be "adequately
diversified." See "Taxation of a Separate Account of a Participating Insurance
Company" in the SAI. Subject to certain conditions,for purposes of the "adequate
diversification" test, shares of the Fund will not be treated as single
investment. Rather, the separate account will be treated as the owner of its
proportionate share of each of the assets of the Fund. The Fund intends to
satisfy the relevant conditions of the Code and Treasury Regulations so that its
shares held in a separate account of a Participating Insurance Company, and the
VA Contracts and VLI Policies underlying such account, may qualify for favorable
tax treatment.

The foregoing discussion regarding taxes is based on tax laws which were in
effect as of the date of this Prospectus and summarizes only some of the
material federal income tax considerations affecting the Fund and its
shareholders. It is not intended as a substitute for careful tax planning and
does not discuss state, local or foreign income tax considerations; you should
consult your own tax advisor with respect to your specific tax situation. Please
see the SAI for further federal income tax considerations. Federal income
taxation of separate accounts of life insurance companies, VA Contracts and VLI
Policies is discussed in the Prospectuses of the Participating Insurance
Companies.

Pricing Fund Shares:
 .  As with all mutual fund investments, the price you pay to purchase shares or
   the price you receive when you redeem shares is not determined until after a
   request has been received in proper form.

 .  We determine the NAV of the Fund's shares each business day as of the close
   of regular trading on the New York Stock Exchange ("NYSE"). We determine the
   NAV by subtracting the Fund's liabilities from its total assets, and then
   dividing the result by the total number of outstanding shares. The Fund's
   assets are generally valued at current market prices. See the Statement of
   Additional Information for further disclosure.

 .  The Fund is open for business on each day the NYSE is open for business. NYSE
   holidays include New Year's Day, Martin Luther King, Jr. Day, President's
   Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
   and Christmas Day. When any holiday falls on a weekend, the NYSE typically is
   closed on the weekday immediately before or after such holiday.

22  Variable Trust Prospectus
<PAGE>

Table of Predecessors
- --------------------------------------------------------------------------------

The Fund described in this Prospectus was created as part of the reorganization
of the Life & Annuity Trust ("LAT") Family of Funds, advised by Wells Fargo
Bank, N.A., and the Norwest Select Family of Funds, advised by Norwest
Investment Management, Inc., into a single mutual fund complex. The
reorganization followed the merger of the advisors' parent companies.

The Fund is an accounting survivor of a former Life & Annuity Trust fund, as
indicated in the Table of Predecessors below. The performance history and
financial highlights of the Fund is the performance history and financial
highlights of the predecessor fund.

Wells Fargo Variable Trust                        Predecessor Fund

Equity Value Fund                                 LAT Equity Value Fund

                                                    Variable Trust Prospectus 23
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

Gregg Giboney, CFA, Mr. Giboney co-manages the Equity Value Fund. He managed the
predecessor portfolio since August 1998, and has been with Wells Capital as a
member of the Value Equity Team providing security analysis and portfolio
management since 1996. Mr. Giboney was with First Interstate Capital Management
prior to 1996 in various capacities, including fixed-income trading, derivative
management, equity analysis, stable value asset management and as a portfolio
manager for personal, institutional and trust accounts. Mr. Giboney received his
BS in Accounting and Finance from Washington State University, his MBA from the
University of Portland, and he is a Chartered Financial Analyst.

Rex Wardlaw, CFA, Mr. Wardlaw co-manages the Equity Value Fund, and he co-
managed the Fund's predecessor portfolio since its inception in early 1998. Mr.
Wardlaw is the Managing Director of Wells Capital's Value Equity Strategy team,
managing portfolios and directing the research effort. In his research capacity,
he focuses on basic industries, transportation, consumer cyclical and utility
sectors. Mr. Wardlaw joined Wells Capital in 1997 and has over 10 years of
experience in the investment management industry. Previously he was with Wells
Fargo Bank, where he was a portfolio manager from 1996 to 1997. He was a
portfolio manager at First Interstate Bank in Portland, OR from 1986 to 1996.
Mr. Wardlaw received a BA in Chemistry from Northwest Nazarene College and
earned an MBA (with honors) in Finance from the University of Oregon. He is a
Chartered Financial Analyst.

Allen E. Wisniewski, CFA, Mr. Wisniewski co-manages the Equity Value Fund, and
he co-managed the Fund's predecessor portfolio since its inception in early
1998. He joined Wells Capital in 1997 as a portfolio manager for the Value
Equity Strategy team and as a research analyst focusing on the higher yield
segment of the value strategy. Before joining Wells Capital in 1997, he was a
value equity portfolio manager from 1987 to 1997 at Wells Fargo Bank. Mr.
Wisniewski received a BA in Economics and an MBA in Economics and Finance from
the University of California at Los Angeles, and he is a Chartered Financial
Analyst.

24  Variable Trust Prospectus
<PAGE>

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- --------------------------------------------------------------------------------
<PAGE>

Glossary
- --------------------------------------------------------------------------------

We provide the following definitions to assist you in reading this
Prospectus. For a more complete understanding of these terms you should consult
your financial advisor.

American Depositary Receipts ("ADRs")
Receipts for non-U.S. company stocks.The stocks underlying ADRs are typically
held in bank vaults. The ADR's owner is entitled to any capital gains or
dividends. ADRs are one way of owning an equity interest in foreign companies.

Asset-Backed Securities
Securities consisting of an undivided fractional interest in pools of consumer
loans, such as car loans or credit card debt, or receivables held in trust.

Below Investment-Grade
Securities rated BBB or lower by S&P or Baa or lower by Moody's Investor
Services, or that may be unrated securities or securities considered to be "high
risk."

Business Day
Any day the New York Stock Exchange is open is a business day for the Funds.

Capital Appreciation, Capital Growth
The increase in the value of a security. See also "total return."

Capitalization
When referring to the size of a company, capitalization means the total number
of a company's outstanding shares of stock multiplied by the price per share.
This is an accepted method of determining a company's size and is sometimes
referred to as "market capitalization."

Capital Structure
Refers to how a company has raised money to operate.Can include, for example,
borrowing or selling stock.

Collateralized Mortgage Obligations ("CMOs")

Securities collateralized by portfolios of mortgage pass-through securities.
CMOs are structured into multiple classes, and are paid according to class
maturity, shortest maturities paid first.

Commercial Paper
Debt instruments issued by banks, corporations and other issuers to finance
short-term credit needs. Commercial paper typically is of high credit quality
and offers below market interest rates.

Convertible Debt Securities
Bonds or notes that are exchangeable for equity securities at a set price on a
set date or at the election of the holder.

Current Income
Earnings in the form of dividends or interest as opposed to capital growth. See
also "total return."

Debt Securities
Generally, a promise to pay interest and repay principal by an individual or
group of individuals sold as a security. The owner of the security is entitled
to receive any such payments. Examples include bonds and mortgage-backed
securities and can include securities in which the right to receive interest and
principal repayment have been sold separately.

Derivatives
Securities whose values are derived in part from the value of another security
or index. An example is a stock option.

26  Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

Distributions
Dividends and/or capital gains paid by a Fund on its shares.

Diversified
A diversified fund, as defined by the Investment Company Act of 1940, is one
that invests in cash, Government securities, other investment companies and no
more than 5% of its total assets in a single issuer. These policies must apply
to 75% of the Funds' total assets.

Dollar-Denominated
Securities issued by foreign banks,companies or governments in U.S. dollars.

Duration
A measure of a security's or portfolio's sensitivity to changes in interest
rates.Duration is usually expressed in years, with longer durations typically
more sensitive to interest rate changes than shorter durations.

Emerging Markets
Markets associated with a country that is considered by international financial
organizations, such as the International Finance Corporation and the
International Bank for Reconstruction and Development, and the international
financial community to have an "emerging" stock market. Such markets may be
under-capitalized, have less-developed legal and financial systems or may have
less stable currencies than markets in the developed world.

Federal Deposit Insurance Corporation ("FDIC")
The Federal Deposit Insurance Corporation. This is the company that provides
federally sponsored insurance covering bank deposits such as savings accounts
and CDs. Mutual funds are not FDIC insured.

FHLMC
FHLMC securities are commonly known as "Freddie Mac" and are issued by the
Federal Home Loan Mortgage Corporation.

FNMA
FNMA securities are commonly known as "Fannie Maes" and are issued by the
Federal National Mortgage Association.

GNMA
GNMA securities are commonly known as "Ginnie Maes" and are issued by the
Government National Mortgage Association.

Hedge
Strategy used to offset investment risk. A perfect hedge is one eliminating the
possibility of future gain or loss.

Illiquid Security
A security that cannot be readily sold at the desired time, or cannot be readily
sold without negatively affecting its fair price.

Initial Public Offering
The first time a company's stock is offered for sale to the public.

Investment-Grade Securities
A type of bond rated in the top four investment categories by a nationally
recognized ratings organization. Generally these are bonds whose issuers are
considered to have a strong ability to pay interest and repay principal,
although some investment-grade bonds may have some speculative characteristics.

                                                   Variable Trust Prospectus  27
<PAGE>

Glossary
- --------------------------------------------------------------------------------

Liquidity
The ability to readily sell a security at a fair price.

Money Market Instruments
High-quality short-term instruments meeting the requirements of Rule 2a-7 of the
1940 Act, such as bankers' acceptances,commercial paper, repurchase agreements
and government obligations. In a money market fund, average portfolio maturity
does not exceed 90 days, and all investments have maturities of 397 days or less
at the time of purchase.

Moody's
A nationally recognized ratings organization.

Nationally Recognized Ratings Organization ("NRRO")
A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.

Net Asset Value ("NAV")
The value of a single fund share. It is determined by adding together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares. The NAV is calculated separately for each class
of the Fund, and is determined as of the close of regular trading on each
business day the NYSE is open, typically 1:00 p.m. (Pacific time)/3:00 p.m.
(Central time).

Options
An option is the right to buy or sell a security based on an agreed upon price
for at a specified time. For example,an option may give the holder of a stock
the right to sell the stock to another party, allowing the seller to profit if
the price has fallen below the agreed price. Options may also be based on the
movement of an index such as the S&P 500.

Preservation of Capital
The attempt by a fund's manager to defend against drops in the net asset value
of fund shares in order to preserve the initial investment.

Price-to-Earnings Ratio
The ratio between a stock's price and its historical, current or anticipated
earnings. Low ratios typically indicate a high yield. High ratios are
characteristic of growth stocks which generally have low current yields.

Principal Stability
The degree to which share prices for a fund remain steady. Money market funds
attempt to achieve the highest degree of principal stability by maintaining a
$1.00 per share net asset value. More aggressive funds may not consider
principal stability an objective.

Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.

Russell 1000 Index
An index comprised of the 1000 largest firms listed on the Russell 3000 Index.
The Russell 3000 Index is a listing of 3000 corporations by the Frank Russell
Company that is intended to be representative of the U.S. economy. The Russell
1000 is considered a "large cap" index.

Russell 2000 Index
An index comprised of the 2000 smallest firms listed on the Russell 3000 Index.
The Russell 3000 Index is a listing of 3000 corporations by the Frank Russell
Company that is intended to be representative of the U.S. economy. The Russell
2000 is considered a "small cap" index.

28  Variable Trust Prospectus
<PAGE>

- --------------------------------------------------------------------------------

Selling Agent
A person who has an agreement with the Funds' distributors that allows them to
sell a Fund's shares.

Shareholder Servicing Agent
Anyone appointed by the Fund to maintain shareholder accounts and records,
assist and provide information to shareholders or perform similar functions.

Signature Guarantee
A guarantee given by a financial institution that has verified the identity of
the maker of the signature.

S&P, S&P 500 Index
Standard & Poor's, a nationally recognized ratings organization. S&P also
publishes various indexes or lists of companies representative of sectors of the
U.S. economy.

Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.

Stripped Treasury Securities
Debt obligations in which the interest payments and the repayment of principal
are separated and sold as securities.

Total Return
The total value of capital growth and the value of all distributions, assuming
that distributions were used to purchase additional shares of the Funds.

Turnover Ratio
The percentage of the securities held in a Fund's portfolio, other than short-
term securities, that were bought or sold within a year.

Undervalued
Describes a stock that is believed to be worth more than its current price.

U.S. Government Obligations
Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

Value Strategy
A strategy of investing which tries to identify and buy undervalued stocks under
the assumption that the stock will eventually rise to its "fair market" value.

Warrants
The right to buy a stock at a set price for a set time.

Weighted Average Maturity
The average maturity for the debt securities in a portfolio on a dollar-for-
dollar basis.

                                                    Variable Trust Prospectus 29
<PAGE>

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- --------------------------------------------------------------------------------
<PAGE>

YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENT:

STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information has been filed with the SEC and incorporated by reference into this
Prospectus and is legally part of this Prospectus.

THIS DOCUMENT IS AVAILABLE FREE OF CHARGE:

Call: 1-800-222-8222

WRITE TO:
Wells Fargo Funds
PO Box 8266
Boston, MA 02266-8266; or

Visit the SEC's website at http://www.sec.gov

REQUEST COPIES FOR A FEE BY WRITING TO:
SEC Public Reference Room
Washington, DC 20549-6009
Call: 1-800-SEC-0330 for details
<PAGE>

                                                               WELLS
                                                               FARGO
                                                               FUNDS

WELLS FARGO
VARIABLE TRUST FUNDS

Please read this Prospectus and keep it for future reference. It is designed to
provide you with important information and to help you decide if a Fund's goals
match your own.

Federal law requires us to update this Prospectus annually. Federal law does not
allow us to satisfy Prospectus delivery requirements by sending one Prospectus
for all accounts and people within a household. Therefore, if you own the same
Fund in more than one account or if several people in your household own the
same Fund, you will receive multiple Prospectuses.

These securities have not been approved or disapproved by the U.S. Securities
and Exchange Commission ("SEC"), nor has the SEC passed upon the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.

Fund shares are NOT deposits or other obligations of, or issued,endorsed or
guaranteed by Wells Fargo Bank, N.A. ("Wells Fargo Bank") or any of its
affiliates. Fund shares are NOT insured or guaranteed by the U.S. Government,
the Federal Deposit Insurance Corporation ("FDIC") or any other governmental
agency. AN INVESTMENT IN A FUND INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE LOSS
OF PRINCIPAL.

                                  PROSPECTUS

Asset Allocation Fund
Corporate Bond Fund
Equity Income Fund
Equity Value Fund
Growth Fund
International Equity Fund
Large Company Growth Fund
Small Cap Growth Fund

                                                                 SEPTEMBER 20
                                                                            1999
<PAGE>

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- --------------------------------------------------------------------------------
<PAGE>

Table of Contents                                         Variable Trust Funds
- --------------------------------------------------------------------------------

Overview                            Objectives and Principal Strategies        4

This section contains important     Summary of Important Risks                 6
summary information about the       Performance History                        9
Funds.                              Key Information                           13

- --------------------------------------------------------------------------------

The Funds                           Asset Allocation Fund                     14

This section contains important     Corporate Bond Fund                       18
information about the individual    Equity Income Fund                        20
Funds.                              Equity Value Fund                         22
                                    Growth Fund                               24
                                    International Equity Fund                 28
                                    Large Company Growth Fund                 30
                                    Small Cap Growth Fund                     32
                                    General Investment Risks                  35
                                    Organization and Management
                                     of the Funds                             41

- ----------------------------------------------------------------------------

Your Investment                     Your Account                              44

Turn to this section for
information on how to buy
and sell Fund shares.

- --------------------------------------------------------------------------------

Reference                           Other Information                         45

Look here for additional            Table of Predecessors                     46
information and term                Portfolio Managers                        47
definitions.                        Glossary                                  50

<PAGE>

Variable Trust Funds Overview
- --------------------------------------------------------------------------------
See the individual Fund descriptions in this Prospectus for further details.

FUND                          OBJECTIVE

Asset Allocation Fund         Seeks long-term total return,consistent with
                              reasonable risk.

Corporate Bond Fund           Seeks a high level of current income consistent
                              with reasonable risk.


Equity Income Fund            Seeks long-term capital appreciation and above-
                              average dividend income.

Equity Value Fund             Seeks long-term capital appreciation.

Growth Fund                   Seeks long-term capital appreciation.


International Equity Fund     Seeks total return,with an emphasis on capital
                              appreciation over the long-term.

Large Company Growth          Seeks long-term capital appreciation.
Fund

Small Cap Growth Fund         Seeks long-term capital appreciation.

4    Variable Trust Prospectus
<PAGE>

PRINCIPAL STRATEGY

We do not select individual securities for investment, rather, we buy
substantially all of the securities of various indexes to replicate the total
return of the index. We use an asset allocation model to allocate and reallocate
assets among common stocks (S&P 500 Index), U.S. Treasury bonds (Lehman Brothers
20+ Bond Index) and money market instruments, operating from a target allocation
of 60% stocks and 40% bonds. We invest in asset classes that we believe are
undervalued in order to achieve better long-term, risk-adjusted returns.

We invest primarily in corporate debt securities of any maturity. Under normal
market conditions we expect to maintain a dollar weighted-average maturity for
portfolios of between 10 and 15 years. We may invest up to 25% of Fund assets in
securities considered to be below investment grade ("junk bonds") to enhance
yield.

The Fund invests in the common stocks of large, high-quality domestic companies
with above-average return potential and above-average dividend income. We
consider "large" companies to be those whose market capitalization is greater
than the median of the Russell 1000 Index, which is considered a mid- to large-
capitalization index.

We invest in equity securities that we believe are undervalued in relation to
the overall stock markets.

We invest in common stocks and other equity securities of domestic and foreign
companies whose market capitalization falls within the range of the Russell 1000
Index, which is considered a mid- to large-capitalization index. We buy stocks
of companies that have a strong earnings growth trend and above-average
prospects for future growth, or that we believe are undervalued.

We invest in equity securities of companies based in developed non-U.S.
countries and in emerging markets of the world. We expect that the securities
held by the Fund will be traded on a stock exchange or other market in the
country in which the issuer is based, but they also may be traded in other
countries, including the U.S. We apply a fundamentals-driven, value-oriented
analysis to identify companies with above-average potential for long-term growth
and total return capabilities.

The Fund invests in the common stock of large, high-quality domestic companies
that have superior growth potential. We consider "large" companies to be those
whose market capitalization is greater than the median of the Russell 1000
Index, which is considered a mid- to large-capitalization index.

We invest in common stocks issued by companies whose market capitalization falls
within the range of the Russell 2000 Index, which is considered a small
capitalization index. We invest in the common stocks of domestic and foreign
issuers we believe have above-average prospects for capital growth, or that may
be involved in new or innovative products, services and processes.

                                                    Variable Trust Prospectus  5
<PAGE>

Summary of Important Risks
- --------------------------------------------------------------------------------

This section summarizes important risks that are common to all of the Funds
described in this Prospectus, and important risks that relate specifically to
particular Funds. Both are important to your investment choice. Additional
information about these and other risks is included in:

 . the individual Fund Descriptions later in this Prospectus;

 . under the "General Investment Risks" section beginning on page 35; and

 . in the Funds' Statement of Additional Information.

An investment in a Fund is not a deposit of Wells Fargo Bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. It is possible to lose money by investing in a Fund.

COMMON RISKS FOR THE FUNDS

Equity Securities
The Funds invest in equity securities, which are subject to equity market
risk. This is the risk that stock prices will fluctuate and can decline and
reduce the value of a Fund's portfolio. Certain types of stock and certain
individual stocks selected for a Fund's portfolio may underperform or decline in
value more than the overall market. As of the date of this Prospectus, the
equity markets, as measured by the S&P 500 Index and other commonly used
indexes, are trading at or close to record levels. There can be no guarantee
that these levels will continue. The Funds that invest in smaller companies, in
foreign companies (including investments made through American Depositary
Receipts and similar instruments), and in emerging markets are subject to
additional risks, including less liquidity and greater price volatility. A
Fund's investment in foreign 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 may invest some of their assets in debt securities,such as notes and
bonds, which 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 instruments 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 instrument has adjustable or variable rate features, which can
reduce interest rate risk. Changes in market interest rates may also extend or
shorten the duration of certain types of instruments, such as asset-backed
securities, thereby affecting their value and the return on your investment.

6  Variable Trust Prospectus
<PAGE>

FUND                         SPECIFIC RISKS

                             The Fund uses an investment model that seeks
                             undervalued asset classes. There is no guarantee
                             that the asset allocation model will make accurate
Asset Allocation Fund        determinations or that an asset class we believe is
                             undervalued will perform as expected. We may incur
                             higher than average portfolio turnover resulting
                             from allocation shifts recommended by the model.
                             Portfolio turnover increases transaction costs and
                             may trigger capital gains.

                             We may invest in debt securities that are in low or
                             below investment grade categories, or are unrated
                             or in default at the time of purchase. Such debt
                             securities have a much greater risk of default (or
Corporate Bond Fund          in the case of bonds currently in default,of not
                             returning principal) and are more volatile than
                             higher-rated securities of similar maturity. The
                             value of such debt securities will be affected by
                             overall economic conditions, interest rates, and
                             the creditworthiness of the individual issuers.
                             Additionally,these lower rated debt securities may
                             be less liquid and more difficult to value than
                             higher rated securities.


                             Stocks selected for their high dividend income may
                             be more sensitive to interest rate changes than
Equity Income Fund           other stocks. This Fund is primarily subject to the
                             equity securities risks described in the Common
                             Risks section above.


                             There is no guarantee that securities selected as
                             "undervalued" will perform as expected. Stocks of
Equity Value Fund            smaller, medium-sized and foreign companies
                             purchased using the value strategy may be more
                             volatile and less liquid than other comparable
                             securities.



                             We select growth stocks based on prospects for
                             future earnings, which may not grow as expected. In
Growth Fund                  addition, at times, the overall market or the
                             market for value stocks may outperform growth
                             stocks.

                                                    Variable Trust Prospectus  7
<PAGE>

Summary of Important Risks
- --------------------------------------------------------------------------------

FUND                         SPECIFIC RISKS

                             Foreign company stocks involve special
                             risks,including generally higher commission rates,
                             political, social and monetary or diplomatic
                             developments that could affect U.S. investments in
                             foreign countries. Emerging market countries may
                             experience increased political instability, and are
                             often dependent on international trade, making them
                             more vulnerable to events in other countries. They
                             may have less developed financial systems and
International Equity Fund    volatile currencies and may be more sensitive than
                             more mature markets to a variety of economic
                             factors. Emerging market securities may also be
                             less liquid than securities of more developed
                             countries, which may make them more difficult to
                             sell, particularly during a market downturn.
                             Additionally, dispositions of foreign securities
                             and dividends and interest payable on those
                             securities may be subject to foreign taxes.

                             The Fund is primarily subject to the equity market
                             risks described in the Common Risks section above.
                             Dividend-producing large company stocks have
                             experienced unprecedented appreciation in recent
Large Company Growth Fund    years. There is no guarantee such performance
                             levels will continue. We select growth stocks based
                             on prospects for future earnings, which may not
                             grow as expected. In addition, at times, the
                             overall market or the market for value stocks may
                             outperform growth stocks.

                             This Fund may invest in companies that pay low or
                             no dividends, have smaller market capitalizations,
                             have less market liquidity, have no or relatively
                             short operating histories, or are newly public
                             companies. Some of these companies have aggressive
                             capital structures, including high debt levels, or
                             are involved in rapidly growing or changing
                             industries and/or new technologies. Because the
                             Fund may invest in such aggressive securities,
                             share prices may rise and fall more than the share
Small Cap Growth Fund        prices of other funds. In addition, our active
                             trading investment strategy may result in a higher-
                             than-average portfolio turnover ratio, increased
                             trading expenses, and higher short-term capital
                             gains. We select stocks for this Fund based in part
                             on their prospects for future earnings, which may
                             not grow as expected. In addition, at times, the
                             overall market or the market for value stocks may
                             outperform growth stocks.

8  Variable Trust Prospectus
<PAGE>

Performance History
- --------------------------------------------------------------------------------

The information on the following pages shows you how each Fund has performed and
illustrates the variability of a Fund's returns over time. Each Fund's average
annual returns for one-year and since inception periods are compared to the
performance of an appropriate broad-based index. Please remember that past
performance is no guarantee of future results. The performance for the Funds in
this Prospectus do not reflect fees charged by our variable life
insurance/annuity certificate or contract. If they did,returns would be lower.

The Corporate Bond Fund, Equity Value Fund, International Equity Fund and Large
Company Growth Fund have been in operation less than a calendar
year, therefore, performance information is not shown for these Funds.

Asset Allocation Fund Calendar Year Returns (%)*


                           [BAR CHART APPEARS HERE]

'95          '96        '97        '98

28.95       11.46      20.88      25.26


Best Qtr.:  Q4  '98 . 15.86%   Worst Qtr.:  Q3 '98 . -5.38%


* The Fund's year-to-date performance through June 30, 1999 was 6.10%

<TABLE>
<CAPTION>
Average annual total return (%)
for the period                                                          Since
                                                             1 year   Inception
<S>                                                          <C>      <C>
WFVT Asset Allocation Fund (Incept.4/15/94)                  25.26      18.24
S&P 500 Index/1/                                             28.58      26.49
LB Gov't./Corp. Bond Index/2/                                 9.47       8.43
</TABLE>

1. S&P 500 is a registered trademark of Standard & Poor's.
2. Lehman Brothers Government/Corporate Bond Index.

                                                    Variable Trust Prospectus  9
<PAGE>

Performance History
- --------------------------------------------------------------------------------

Equity Income Fund Calendar Year Returns (%)*

                           [BAR CHART APPEARS HERE]

   '97                '98

  26.90              18.42

Best Qtr.:  Q4 '98 . 15.63%  Worst Qtr.: Q3 '98 . -9.73%

* The Fund's year-to-date performance through June 30, 1999 was 12.75%.

<TABLE>
<CAPTION>
Average annual total return (%)
for the period ended 12/31/98                                           Since
                                                              1 year  Inception
<S>                                                           <C>     <C>
WFVT Equity Income Fund (Incept. 5/6/96)                      18.42     20.71
S&P 500 Index/1/                                              28.58     28.96
</TABLE>

1. S&P 500 is a registered trademark of Standard & Poor's.

10  Variable Trust Prospectus
<PAGE>

Growth Fund Calendar Year Returns (%)*

                           [BAR CHART APPEARS HERE]


  '95       '96        '97         '98

 29.19     22.44      17.33       28.81

Best Qtr.:  Q4 '98 . 22.93%   Worst Qtr.:  Q3  '98 . -10.40%

* The Fund's year-to-date performance through June 30, 1999 was 10.86%.

<TABLE>
<CAPTION>
Average annual total return (%)
for the period ended 12/31/98                                           Since
                                                             1 year   Inception
<S>                                                          <C>      <C>
WFVT Growth Fund (Incept. 4/12/94)                             28.81    21.42
S&P 500 Index/1/                                               28.58    26.49
</TABLE>

1. S&P 500 is a registered trademark of Standard & Poor's.

                                                   Variable Trust Prospectus  11
<PAGE>

Performance History
- --------------------------------------------------------------------------------

Small Cap Growth Fund Calendar Year Returns (%)*

                           [BAR CHART APPEARS HERE]

  '96          '97          '98

  31.47        9.87        -14.47

Best Qtr.: Q2 '97 . 18.76%   Worst Qtr.: Q3 '98 . -27.93%

* The Fund's year-to-date performance through June 30, 1999 was -4.78%

<TABLE>
<CAPTION>
Average annual total return (%)
for the period ended 12/31/98                                         Since
                                                          1 year    Inception
<S>                                                       <C>       <C>
WFVT Small Cap Growth Fund (Incept. 5/17/95)              -14.47       10.26
Russell 2000 Index                                         -2.55       14.78
</TABLE>

12  Variable Trust Prospectus
<PAGE>

Key Information
- -------------------------------------------------------------------------------

Important information you should look for as you decide to invest in a Fund:
The summary information on the previous pages is designed to provide you with an
overview of each Fund. The sections that follow provide more detailed
information about the investments and management of each Fund.

- -------------------------------------------------------------------------------

Investment Objective and Investment Strategies
The investment objective of each Fund in this Prospectus is non-fundamental,
that is, it can be changed by a vote of the Board of Trustees alone. The
objectives and strategies descriptions for each Fund tell you:

 . what the Fund is trying to achieve;

 . how we intend to invest your money; and

 . what makes a Fund different from the other Funds offered in this Prospectus.

- -------------------------------------------------------------------------------

Permitted Investments
A summary of the Fund's key permitted investments and practices.

- -------------------------------------------------------------------------------

Important Risk Factors
Describes the key risk factors for the Fund, and includes risks described in the
"Summary of Important Risks" and "General Investment Risks" sections.

Words appearing in italicized print and highlighted in color are defined in the
Glossary.

                                                   Variable Trust Prospectus  13
<PAGE>

Asset Allocation Fund
- -------------------------------------------------------------------------------

Investment Objective
The Asset Allocation Fund seeks long-term total return, consistent with
reasonable risk.

- -------------------------------------------------------------------------------

Investment Strategies
We allocate and reallocate assets among common stocks, U.S. Treasury Bonds and
money 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.

- -------------------------------------------------------------------------------

Permitted Investments
The asset classes we invest in are:

 .  Stock Investments--We invest in common stocks to replicate the S&P 500 Index.
   We do not individually select common stocks on the basis of traditional
   investment analysis. Instead, we invest in each company comprising the S&P
   500 Index in proportion to its weighting in the S&P 500 Index to match the
   total return of the S&P 500 Index as closely as possible;

 .  Bond Investments--We invest in U.S. Treasury Bonds to replicate the Lehman
   Brothers 20+ Bond Index. Bonds in this Index have remaining maturities of
   twenty years or more; and

 .  Money Market Investments--We invest this portion of the Fund in high-quality
   money market instruments, including U.S. Government obligations, obligations
   of foreign and domestic banks, short-term corporate debt instruments and
   repurchase agreements.

In addition, under normal market conditions, we may invest:

 .  In call and put options on stock indexes, stock index futures, options on
   stock index futures, and interest rate futures contracts as a substitute for
   a comparable market position in stocks or bonds;

 .  In interest rate and index swaps; and

 .  Up to 25% of total assets in foreign obligations qualifying as money market
   investments.

We manage the allocation of investments in the Fund's portfolio assuming a
"normal" allocation of 60% stocks and 40% bonds. This is not a "target"
allocation but rather a measure of the level of risk tolerance for the Fund.

We are not required to keep a minimum investment in any of the three asset
classes described above, nor are we prohibited from investing substantially all
of our assets in a single class. The allocation may shift at any time. We may
temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, repurchase agreements and other short-term
investments, to maintain liquidity or when we believe it is in the best
interests of shareholders to do so. During such periods, the Fund may not
achieve its objective of long-term total return. The Fund is a diversified
portfolio.

We may temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so. During these periods, the Fund may not achieve its
objective of long-term total return.

14  Variable Trust Prospectus
<PAGE>

Important Risk Factors
Foreign obligations may entail additional risks, such as currency, political,
regulatory and diplomatic risks, which are described in more detail in the
General Investment Risks section below. The value of investments in options on
stock indexes and stock index futures is affected by price movements for the
stocks in a particular index, rather than price movements for an individual
security.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 35; and the specific risks
listed here. They are all important to your investment choice.

                                                   Variable Trust Prospectus  15
<PAGE>

Asset Allocation Fund
- -------------------------------------------------------------------------------
This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING

                                                               FUND COMMENCED
                                                               ON APRIL 15, 1994
                                                              -------------------------------------
                                                                 (Unaudited)
For the period ended:                                              Jun. 30,                Dec. 31,
                                                                    1999                     1998
                                                              -------------------------------------
<S>                                                           <C>                          <C>
Net asset value, beginning of period                                  $  13.45             $  11.99

Income from investment operations:
  Net investment income (loss)                                            0.11                 0.34
  Net realized and unrealized gain (loss)
  on investments                                                          0.71                 2.60

Total from investment operations                                          0.82                 2.94

Less distributions:
  Dividends from net investment income                                   (0.11)               (0.34)
  Distributions from net realized gain                                    0.00                (1.14)

Total from distributions                                                 (0.11)               (1.48)

Net asset value, end of period                                        $  14.16             $  13.45

Total return (not annualized)/1/                                          6.10%               25.26%

Ratios/supplemental data:
Net assets, end of period (000s)                                      $201,116             $156,241

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets                                 0.96%                0.92%
  Ratio of net investment income (loss)
  to average net assets                                                   1.68%                2.62%

Portfolio turnover                                                          27%                  29%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                                        1.20%                1.11%

Ratio of net investment income (loss)
  to average net assets prior to
  waived fees and reimbursed
  expenses (annualized)                                                   1.44%                2.43%
- ---------------------------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.

16  Variable Trust Prospectus
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Dec. 31,          Dec. 31,          Dec. 31,         Dec. 31,
  1997              1996              1995             1994
- -------------------------------------------------------------------------------
<S>               <C>               <C>              <C>
$ 11.42            $ 11.27           $  9.71          $ 10.00

   0.60               0.56              0.55             0.30

   1.73               0.69              2.21            (0.19)

   2.33               1.25              2.76             0.11

  (0.60)             (0.56)            (0.55)           (0.30)
  (1.16)             (0.54)            (0.65)           (0.10)

  (1.76)             (1.10)            (1.20)           (0.40)

$ 11.99            $ 11.42           $ 11.27          $  9.71

  20.88%             11.46%            28.95%            1.13%

$86,506            $51,797           $25,467          $ 7,464

   0.80%              0.69%             0.41%            0.00%

   5.20%              5.34%             5.58%            6.30%

    156%                 4%               97%               0%



   0.85%              0.80%             1.22%            2.24%




   5.15%              5.23%             4.77%            4.06%
- -------------------------------------------------------------------------------
</TABLE>

                                                  Variable Trust Prospectus   17
<PAGE>

Corporate Bond Fund
- -------------------------------------------------------------------------------

Portfolio Managers: N. Graham Allen, FCMA; John W. (Jack) Burgess; Jacqueline
                    A. Flippin; Daniel J. Kokoszka, CFA; Scott Smith, CFA

- -------------------------------------------------------------------------------

Investment Objective
The Corporate Bond Fund seeks a high level of current income, consistent with
reasonable risk.

- -------------------------------------------------------------------------------

Investment Strategies
We seek a high level of current income by actively managing a diversified
portfolio consisting primarily of corporate debt securities. When purchasing
these securities we consider, among other things, the yield differences for
various corporate sectors, and the current economic cycle's potential effect on
the various types of bonds. We may invest in securities of any maturity. Under
normal market conditions, we expect to maintain a dollar-weighted average
maturity for portfolio securities of between 10 and 15 years. We also may invest
in U.S. Government obligations.

- -------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 . at least 65% of our total assets in corporate debt securities;

 . in U.S. Government obligations;

 . up to 25% of our total assets in debt securities that are below investment
  grade; and

 . up to 25% of our total assets in securities of foreign issuers.

We may temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so. During these periods, the Fund may not achieve its
objective of a high level of current income.

- -------------------------------------------------------------------------------

Important Risk Factors
We may invest in securities regardless of their rating, or in securities that
are unrated or in default at the time of purchase.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 35; and the specific risks
listed here. They are all important to your investment choice.

18  Variable Trust Prospectus
<PAGE>

                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Equity Income Fund
- -------------------------------------------------------------------------------

Portfolio Managers: David L. Roberts, CFA; Gary J. Dunn, CFA

- -------------------------------------------------------------------------------

Investment Objective
The Equity Income Fund seeks long-term capital appreciation and above-average
dividend income.

- -------------------------------------------------------------------------------

Investment Strategies
We invest primarily in the common stock of large, high-quality domestic
companies that have above-average return potential based on current market
valuations. We primarily emphasize investments in securities of companies with
above-average dividend income. We use various valuation measures when selecting
securities for the portfolio, including above-average dividend yields and below
industry average price-to-earnings, price-to-book and price-to-sales ratios. We
consider "large" companies to be those whose market capitalization is greater
than the median of the Russell 1000 Index.

- -------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 . at least 65% of total assets in income-producing equity securities; and

 . in issues of companies with market capitalization greater than the median of
  the Russell 1000 Index (as of March 31, 1999, this median was approximately
  $3.7 billion; the median is expected to change frequently).

We may invest in preferred stocks, convertible securities, and securities of
foreign companies. We will normally limit our investment in a single issuer to
10% or less of our total assets.

We may temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so. During these periods, the Fund may not achieve its
objective of long-term capital appreciation and above-average dividend income.

- -------------------------------------------------------------------------------

Important Risk Factors
Stocks selected for their high dividend yields may be more sensitive to interest
rate changes than other stocks.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 35; and the specific risks
listed here. They are all important to your investment choice.

20  Variable Trust Prospectus
<PAGE>

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING
                                             FUND COMMENCED
                                             ON MAY 6, 1996
                                             ----------------------------------------
                                             (Unaudited)
For the period ended:                          Jun. 30,  Dec. 31,  Dec. 31,  Dec. 31,
                                                1999       1998      1997      1996
                                             ----------------------------------------
<S>                                          <C>         <C>       <C>       <C>
Net asset value, beginning of period         $  16.00    $ 13.68   $ 10.91   $10.00

Income from investment operations:
  Net investment income (loss)                   0.09       0.18      0.14     0.08
  Net realized and unrealized gain (loss)
    on investments                               1.95       2.34      2.79     0.92

Total from investment operations                 2.04       2.52      2.93     1.00

Less distributions:
  Dividends from net investment income           0.00      (0.18)    (0.14)   (0.08)
  Distributions from net realized gain           0.00      (0.02)    (0.02)   (0.01)

Total from distributions                         0.00      (0.20)    (0.16)   (0.09)

Net asset value, end of period               $  18.04    $ 16.00   $ 13.68   $10.91

Total return (not annualized)/1/                12.75%     18.42%    26.90%    9.95%

Ratios/supplemental data:
  Net assets, end of period (000s)           $114,900    $86,069   $39,888   $9,415

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets        0.80%      0.80%     0.80%    0.80%
  Ratio of net investment income (loss) to
    average net assets                           1.22%      1.47%     1.85%    2.31%

Portfolio turnover                               1.00%      1.58%     2.85%    4.20%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)               1.09%      1.10%     1.34%    2.51%

Ratio of net investment income (loss)
  to average net assets prior to waived fees
  and reimbursed expenses (annualized)           0.93%      1.17%     1.31%    0.60%
- -------------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.

                                                Variable Trust Prospectus     21
<PAGE>

Equity Value Fund
- --------------------------------------------------------------------------------

Portfolio Managers: Rex Wardlaw, CFA; Allen Wisniewski, CFA; Gregg Giboney, CFA

- --------------------------------------------------------------------------------

Investment Objective
The Equity Value Fund seeks long-term capital appreciation.

- --------------------------------------------------------------------------------

Investment Strategies
We seek long-term capital appreciation by investing in a diversified portfolio
composed primarily of equity securities that are trading at low price-to-
earnings ratios, as measured against the stock market as a whole or against the
individual stock's own price history. In addition we look at the price-to-book
value and price-to-cash flow ratios of companies for indications of attractive
valuation. We use both quantitative and qualitative analysis to identify
possible investments. Dividends are a secondary consideration when selecting
stocks. We may purchase particular stocks when we believe that a history of
strong dividends may increase their market value.

- --------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 .  primarily in common stocks of both large, well-established companies and
   smaller companies with market capitalization exceeding $50 million at the
   time of purchase;

 .  in debt securities that may be converted into the common stock of both
   U.S. and foreign companies; and

 .  up to 25% of our assets in foreign companies through American Depositary
   Receipts and similar instruments.

We may also purchase convertible debt securities with the same characteristics
as common stock, as well as in preferred stock and warrants.

We may temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, shares of other mutual funds and repurchase
agreements, or make short-term investments, either to maintain liquidity or for
short-term defensive purposes when we believe it is in the best interests of
shareholders. During such periods, the Fund may not achieve its objective of
long-term capital appreciation.

- --------------------------------------------------------------------------------

Important Risk Factors
There is no guarantee that securities selected as "undervalued" will perform as
expected. Stocks of smaller, medium-sized and foreign companies purchased using
the value approach may be more volatile and less liquid than other comparable
securities.

You should consider the "Summary of Important Risks" section on page 6, the
"General Investment Risks" section beginning on page 35, and the specific risks
listed here. They are all important to your investment choice.

22   Variable Trust Prospectus
<PAGE>

                                                            Financial Highlights
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING
- --------------------------------------------------------------------------------
                                                  FUND COMMENCED
                                                   ON MAY 1, 1998
                                                  ------------------------------
                                                  (Unaudited)
For the period ended:                               Jun. 30,       Dec. 31,
                                                      1999           1998
                                                  ------------------------------
<S>                                               <C>             <C>
Net asset value, beginning of period                $  9.55         $ 10.00

Income from investment operations:
  Net investment income (loss)                         0.05            0.07
  Net realized and unrealized gain (loss)
    on investments                                     0.72           (0.45)

Total from investment operations                       0.77           (0.38)

Less distributions:
  Dividends from net investment income                (0.05)          (0.07)
  Distributions from net realized gains                0.00            0.00

Total from distributions                              (0.05)          (0.07)

Net asset value, end of period                      $ 10.27         $  9.55

Total return (not annualized)/1/                       8.05%          (3.76%)

Ratios/supplemental data:
  Net assets, end of period (000s)                  $22,179         $11,072

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets              1.09%           1.09%
  Ratio of net investment income (loss) to
    average net assets                                 1.06%           1.54%

Portfolio turnover                                       57%             27%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                     1.52%           2.52%

Ratio of net investment income (loss)
  to average net assets prior to waived
  fees and reimbursed expenses (annualized)            0.63%           0.11%
- --------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.

                                                Variable Trust Prospectus     23
<PAGE>

Growth Fund
- --------------------------------------------------------------------------------

Portfolio Manager: Kelli Hill
- --------------------------------------------------------------------------------

Investment Objective
The Growth Fund seeks long-term capital appreciation.

- --------------------------------------------------------------------------------

Investment Strategies
We seek long-term capital appreciation by investing primarily in common stocks
and other equity securities and we look for companies that have a strong
earnings growth trend that we believe have above-average prospects for future
growth. We focus our investment strategy on larger capitalization stocks.

- --------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 .  at least 65% of total assets in equity securities, including common and
   preferred stocks, and securities convertible into common stocks;

 .  the majority of total assets in issues of companies with market
   capitalization that falls within, but towards the higher end of, the range of
   the Russell 1000 Index, an index comprised of the 1,000 largest U.S.
   companies based on total market capitalization, that is considered a mid-
   capitalization index (As of March 31, 1999, this range was from $20 million
   to $452 billion. The range is expected to change frequently.); and

 .  up to 25% of total assets in foreign companies through American Depositary
   Receipts ("ADRs") and similar instruments.

We may temporarily hold assets in cash or in money market instruments, including
U.S. Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so.During these periods, the Fund may not achieve its
objective of long-term capital appreciation.

- --------------------------------------------------------------------------------

Important Risk Factors
This Fund is primarily subject to the risks associated with equity securities,
including foreign equity and mid-capitalization equity securities, described
under Common Risks in the "Summary of Important Risks" section. The advisor
selects growth stocks based on prospects for future earnings, which may not grow
as expected. In addition, at times, the overall market or the market for value
stocks may outperform growth stocks.

You should consider the "Summary of Important Risks" section on page 6; the
"General Investment Risks" section beginning on page 35; and the specific risks
listed here. They are all important to your investment choice.

24   Variable Trust Prospectus
<PAGE>

                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Growth Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception, if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING

                                                  FUND COMMENCED
                                                  ON APRIL 12, 1994
                                                  ------------------------------
                                                  (Unaudited)
For the period ended:                               Jun. 30,        Dec. 31,
                                                      1999           1998
                                                  ------------------------------
<S>                                               <C>               <C>
Net asset value, beginning of period              $  20.05          $  16.79

Income from investment operations:
  Net investment income (loss)                        0.01              0.09
  Net realized and unrealized gain (loss)
    on investments                                    2.15              4.65

Total from investment operations                      2.16              4.74

Less distributions:
  Dividends from net investment income               (0.01)            (0.09)
  Distributions from net realized gain                0.00             (1.39)

Total from distributions                             (0.01)            (1.48)

Net asset value, end of period                    $  22.20          $  20.05

Total return (not annualized)/1/                     10.85%            28.81%

Ratios/supplemental data:
  Net assets, end of period (000s)                $116,265          $100,927

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets             1.10%             1.04%
  Ratio of net investment income (loss)to
    average net assets                                0.13%             0.51%

Portfolio turnover                                      29%               69%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                    1.27%             1.18%

Ratio of net investment income (loss)
  to average net assets prior to
  waived fees and reimbursed
  expenses (annualized)                              (0.04%)            0.37%
- --------------------------------------------------------------------------------
</TABLE>

/1/ Total returns do not include sales charges.

26   Variable Trust Prospectus
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------
          Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
           1997           1996           1995           1994
- ---------------------------------------------------------------
<S>       <C>            <C>            <C>            <C>
          $ 15.34        $ 12.91        $ 10.30        $10.00

             0.19           0.20           0.22          0.14

             2.48           2.68           2.77          0.30

             2.67           2.88           2.99          0.44

            (0.19)         (0.20)         (0.22)        (0.14)
            (1.03)         (0.25)         (0.16)         0.00

            (1.22)         (0.45)         (0.38)        (0.14)

          $ 16.79        $ 15.34        $ 12.91        $10.30

            17.33%         22.44%         29.19%         4.47%

          $71,944        $33,381        $10,920        $2,136

             0.65%          0.60%          0.43%         0.00%

             1.19%          1.53%          2.05%         3.00%

              124%            95%            84%           21%

             1.01%          1.12%          2.02%        10.18%

             0.83%          1.01%          0.46%        (7.18%)
- ---------------------------------------------------------------
</TABLE>

                                                Variable Trust Prospectus     27
<PAGE>

International Equity Fund
- --------------------------------------------------------------------------------

Portfolio Managers: Katherine Schapiro, CFA; Stacey Ho, CFA

- --------------------------------------------------------------------------------

Investment Objective
The International Equity Fund seeks total return, with an emphasis on capital
appreciation, over the long-term, by investing primarily in equity securities of
non-U.S. companies.

- --------------------------------------------------------------------------------

Investment Strategies
We actively manage a diversified portfolio of equity securities of companies
based in developed non-U.S.countries and in emerging markets of the world.We
expect that the securities we hold will be traded on a stock exchange or other
market in the country in which the issuer is based, but they also may be traded
in other countries, including the U.S.

We apply a fundamentals-driven, value-oriented analysis to identify companies
with above-average potential for long-term growth. The financial data we examine
includes both the company's historical performance results and its projected
future earnings. Among other key criteria we consider are a company's
local, regional or global franchise; history of effective management
demonstrated by expanding revenues and earnings growth; prudent financial and
accounting policies and ability to take advantage of a changing business
environment.

- --------------------------------------------------------------------------------

Permitted Investments
Under normal market conditions, we invest:

 .    at least 80% of total assets in equity securities of companies located or
     operating outside the U.S.;

 .    in a minimum of five countries exclusive of the U.S.;

 .    up to 50% of total assets in any one country;

 .    up to 25% of total assets in emerging markets;

 .    in issuers with an average market capitalization of $10 billion or
     more, although we may invest in equity securities of issuers with market
     capitalization as low as $250 million; and

 .    in equity securities including common stocks, and preferred stocks, and in
     warrants, convertible debt securities, American Depositary Receipts
     ("ADRs"), Government Depositary Receipts ("GDRs") (and similar instruments)
     and shares of other mutual funds.

Although it is not our intention to do so, we reserve the right to hedge the
portfolio's foreign currency exposure by purchasing or selling foreign currency
futures and forward foreign currency contracts.

We may temporarily hold assets in cash or in money market instruments, including
U.S.Government obligations, shares of other mutual funds and repurchase
agreements, or make other short-term investments, either to maintain liquidity
or for short-term defensive purposes when we believe it is in the best interests
of shareholders to do so.We may also, for temporary defensive purposes, invest
without limit in cash, short-term debt and equity securities of U.S. companies
when we believe it is in the best interests of shareholders to do so. During
these periods, the Fund may not achieve its objective of total return, with an
emphasis on capital appreciation.

* As of the date of this Prospectus, this Fund has not commenced operations.

28   Variable Trust Prospectus
<PAGE>

Important Risk Factors
Foreign company stocks may lose value or be more difficult to trade as a result
of adverse changes in currency exchange rates or other developments in the
issuer's home country. Concentrated investment in any single country, especially
a less developed country, would make the Fund's value more sensitive to
economic, currency and regulatory changes within that country. Emerging market
countries are often dependent on international trade and are therefore often
vulnerable to events in other countries. They may have less developed financial
systems and volatile currencies and may be more sensitive than more mature
markets to a variety of economic factors. Emerging market securities may also be
less liquid than securities of more developed countries, which may make them
more difficult to sell,particularly during a market downturn.

You should consider the "Summary of Important Risks" section on page 6,the
"General Investment Risks" section beginning on page 35, and the specific risks
listed here. They are all important to your investment choice.

                                                   Variable Trust Prospectus 29
<PAGE>

Large Company Growth Fund
- --------------------------------------------------------------------------------

Portfolio Managers: John S. Dale, CFA; Gary E. Nussbaum, CFA

- --------------------------------------------------------------------------------

Investment Objective
The Large Company Growth Fund seeks long-term capital appreciation by investing
primarily in large, high-quality domestic companies that the Advisor believes
have superior growth potential.

- --------------------------------------------------------------------------------

Investment Strategies
We consider "large" companies to be those whose market capitalization is greater
than the median of the Russell 1000 Index,which,as of March 31,1999, was
approximately $3.7 billion,and is expected to change frequently. In selecting
securities for the Fund, we seek issuers whose stock is attractively valued with
fundamental characteristics that are significantly better than the market
average and that support internal earnings growth capability. We may invest in
the securities of companies whose growth potential we believe is generally
unrecognized or misperceived by the market.

- --------------------------------------------------------------------------------

Permitted Investments
We will not invest more than 10% of the Fund's total assets in the securities of
a single issuer. We may invest up to 20% of the Fund's total assets in the
securities of foreign companies and may hedge against currency risk by using
foreign currency forward contracts.

We may temporarily hold assets in cash or in money market instruments, including
U.S.Government obligations, shares of other mutual funds and repurchase
agreements,or make other short-term investments,either to maintain liquidity or
for short-term defensive purposes when we believe it is in the best interests of
shareholders to do so. During these periods,the Fund may not achieve its
objective of long-term capital appreciation.

- --------------------------------------------------------------------------------

Important Risk Factors
Foreign company stocks may lose value or be more difficult to trade as a result
of adverse changes in currency exchange rates or other developments in the
issuer's home country. Concentrated investment in any single country,especially
a less developed country, would make the Fund's value more sensitive to
economic, currency and regulatory changes within that country. Emerging market
countries are often dependent on international trade and are therefore often
vulnerable to events in other countries.They may have less developed financial
systems and volatile currencies and may be more sensitive than more mature
markets to a variety of economic factors. Emerging market securities may also be
less liquid than securities of more developed countries, which may make them
more difficult to sell, particularly during a market downturn.

We select growth stocks based on prospects for future earnings, which may not
grow as expected. In addition, at times, the overall market or the market for
value stocks may outperform growth stocks.

You should consider the "Summary of Important Risks" section on page 6,the
"General Investment Risks" section beginning on page 35,and the specific risks
listed above.They are all important to your investment choice.

30   Variable Trust Prospectus
<PAGE>


                                              This page intentionally left blank
- --------------------------------------------------------------------------------
<PAGE>

Small Cap Growth Fund
- --------------------------------------------------------------------------------

Portfolio Manager: Thomas Zeifang, CFA; Chris Greene

- --------------------------------------------------------------------------------

Investment Objective
The Small Cap Growth Fund seeks long-term capital appreciation.

- --------------------------------------------------------------------------------

Investment Strategies
We actively manage a diversified portfolio of common stocks issued by companies
whose market capitalization falls within the range of the Russell 2000 Index. As
of March 31, 1999, the range was $3.8 million to $8.55 billion,but it is
expected to change frequently. We will sell the stock of any company whose
market capitalization exceeds the range of this index for sixty consecutive
days.

We invest in the common stocks of domestic and foreign companies we believe have
above-average prospects for capital growth, or that may be involved in new or
innovative products, services and processes.

- --------------------------------------------------------------------------------
Permitted Investments
Under normal market conditions, we invest:

 .    at least 65% of total assets in an actively managed, broadly diversified
     portfolio of small cap 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 total assets in initial public offerings or recent start-ups
     and newer issues; and

 .    no more than 25% of total assets in foreign companies through American
     Depositary Receipts or similar issues.

We may temporarily hold assets in cash or in money market instruments, including
U.S.Government obligations, shares of other mutual funds and repurchase
agreements,or make other short-term investments, either to maintain liquidity or
for short-term defensive purposes when we believe it is in the best interests of
shareholders to do so. During these periods,the Fund may not achieve its
objective of long-term capital appreciation.

- --------------------------------------------------------------------------------

Important Risk Factors
This Fund is designed for investors willing to assume above-average risk. We may
invest in companies that:

 .    pay low or no dividends;

 .    have smaller market capitalization;

 .    have less market liquidity;

 .    have no or relatively short operating histories, or are new public
     companies or are initial public offerings, whose stocks are typically more
     volatile than stocks of more seasoned companies;

 .    have aggressive capital structures including high debt levels; or

 .    are involved in rapidly growing or changing industries and/or new
     technologies.

32 Variable Trust Prospectus
<PAGE>

Because we invest in aggressive securities,share prices may rise and fall more
than the share prices of other funds. In addition, our active trading investment
strategy may result in a higher-than-average portfolio turnover ratio, increased
trading expenses, and higher short-term capital gains. Stocks of foreign
companies, whether purchased directly or through American Depositary Receipts,
may be more volatile and less liquid than other comparable securities.

You should consider the "Summary of Important Risks" section on page 6;the
"General Investment Risks" section beginning on page 35; and the specific risks
listed here. They are all important to your investment choice.

                                                    Variable Trust Prospectus 33
<PAGE>

Small Cap Growth Fund
- --------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial performance
for the past 5 years (or since inception,if shorter). KPMG LLP audited this
information which, along with their report and the Fund's financial statements,
is available upon request in the Fund's annual report.

FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
                                                         FUND COMMENCED
                                                         ON MAY 1, 1995
                                                        ----------------------------------------------------------------
                                                         (Unaudited)
                                                           Jun. 30,      Dec. 31,    Dec. 31,    Dec. 31,    Dec. 31,
For the period ended:                                       1999           1998        1997        1996        1995
                                                        ----------------------------------------------------------------
<S>                                                     <C>            <C>         <C>         <C>        <C>
Net asset value, beginning of period                       $ 10.88     $ 12.77     $ 13.50     $ 11.21    $  10.00

Income from investment operations:
  Net investment income (loss)                                0.00        0.03        0.01        0.02        0.06
  Net realized and unrealized gain (loss)
     on investments                                          (0.52)      (1.89)       1.24        3.51        1.54

Total from investment operations                             (0.52)      (1.86)       1.25        3.53        1.60

Less distributions:
  Dividends from net investment income                        0.00       (0.03)      (0.01)      (0.02)      (0.06)
  Distributions from net realized gain                        0.00        0.00       (1.59)      (1.22)      (0.33)

Total from distributions                                      0.00       (0.03)      (1.60)      (1.24)      (0.39)

Net asset value, end of period                             $ 10.36     $ 10.88     $ 12.77     $ 13.50    $  11.21

Total return (not annualized)/1/                             (4.78%)    (14.47%)      9.87%      31.47%      15.95%

Ratios/supplemental data:
  Net assets, end of period (000s)                         $11,672     $13,295     $11,482     $ 6,091    $  2,027

Ratios to average net assets (annualized):
  Ratio of expenses to average net assets                     0.80%       0.80%       0.80%       0.80%       0.80%
  Ratio of net investment income (loss) to
     average net assets                                      (0.03%)      0.31%       0.07%       0.16%       1.02%

Portfolio turnover                                          155.00%     135.30%     208.95%     194.87%      51.16%

Ratio of expenses to average net
  assets prior to waived fees and
  reimbursed expenses (annualized)                            1.61%       1.51%       1.88%       2.82%       5.38%

Ratio of net investment income (loss)
  to average net assets prior to waived fees
  and reimbursed expenses (annualized)                       (0.84%)     (0.40%)     (1.01%)     (1.86%)     (3.56%)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

/1/  Total returns do not include sales charges.

34   Variable Trust Prospectus
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

Understanding the risks involved in mutual fund investing will help you make an
informed decision that takes into account your risk tolerance and preferences.
You should carefully consider the risks common to investing in all mutual funds,
including Wells Fargo Variable Trust Funds. Certain common risks are identified
in the Summary of Important Risks on page 6. Other risks of mutual fund
investing include the following:

 .    Unlike bank deposits, such as CDs or savings accounts,mutual funds are not
     insured by the FDIC.

 .    We cannot guarantee that we will meet our investment objectives.

 .    We do not guarantee the performance of a Fund, nor can we assure you that
     the market value of your investment will not decline. We will not "make
     good" any investment loss you may suffer, nor can anyone we contract with
     to provide certain services, such as selling agents or investment
     advisors, offer or promise to make good any such losses.

 .    Share prices--and therefore the value of your investment--will increase and
     decrease with changes in the value of the underlying securities and other
     investments. This is referred to as price volatility.

 .    Investing in any mutual fund,including those deemed conservative,involves
     risk, including the possible loss of any money you invest.

 .    An investment in a single Fund,by itself, does not constitute a complete
     investment plan.

 .    The Funds that invest in smaller companies, foreign companies (including
     investments made through American Depositary Receipts and similar
     instruments), and in emerging markets are subject to additional
     risks,including less liquidity and greater price volatility. A Fund's
     investment in foreign and emerging markets may also be subject to special
     risks associated with international trade, including currency,
     political, regulatory and diplomatic risk.

 .    The Funds may invest a portion of their assets in U.S. Government
     obligations.It is important to recognize that the U.S. Government does not
     guarantee the market value or current yield of those obligations.Not all
     U.S. Government obligations are backed by the full faith and credit of the
     U.S. Treasury, and the U.S. Government's guarantee does not extend to the
     Funds themselves.

 .    The Funds may also use certain derivative instruments, such as options or
     futures contracts. The term "derivatives" covers a wide number of
     investments, but in general it refers to any financial instrument whose
     value is derived, at least in part,from the price of another security or a
     specified index, asset or rate. Some derivatives may be more sensitive to
     interest rate changes or market moves, and some may be susceptible to
     changes in yields or values due to their structure or contract terms.

 .    The Funds also may invest a portion of their assets in GNMAs, FNMAs and
     FHLMCs. Each are mortgage-backed securities representing partial ownership
     of a pool of residential mortgage loans. A "pool" or group of such
     mortgages is assembled and, after being approved by the issuing entity, is
     offered to invest through securities dealers. Mortgage-backed securities
     are subject to prepayment risk, which can alter the maturity of the
     securities and also reduce the rate of return on such investments.
     Collateralized mortgage obligations ("CMOs") represent principal-only and
     interest-only portions of such securities that are subject to increased
     interest-rate and credit risk.

                                                    Variable Trust Prospectus 35
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

 .    The Funds may enter into forward currency exchange contracts ("forward
     contracts") to try to reduce currency exchange risks to the Funds from
     foreign securities investments. A forward contract is an obligation to buy
     or sell a specific currency for an agreed price at a future date which is
     individually negotiated and privately traded by currency traders and their
     customers.

 .    The market value of lower-rated debt securities, also known as "junk
     bonds," and unrated securities tends to reflect individual developments
     affecting the issuer to a greater extent than the market value of higher-
     rated securities, which react primarily to fluctuations in the general
     level of interest rates. Lower-rated securities also tend to be more
     sensitive to economic conditions than higher-rated securities. These lower-
     rated debt securities are considered by the rating agencies, on balance,to
     be predominantly speculative with respect to the issuer's capacity to pay
     interest and repay principal in accordance with the terms of the obligation
     and generally involve more credit risk than securities in higher-rating
     categories. Even securities rated "BBB" by S&P or by Moody's ratings which
     are considered investment-grade,possess some speculative characteristics.

Investment practices and risk levels are carefully monitored. Every attempt is
made to ensure that the risk exposure for each Fund remains within the
parameters of its objective.

What follows is a general list of the types of risks (some of which are
described previously) that may apply to a given Fund and a table showing some of
the additional investment practices that each Fund may use and the risks
associated with them. Additional information about these practices is available
in the Statement of Additional Information.

Counter-Party Risk--The risk that the other party in a repurchase agreement or
other transaction will not fulfill its contract obligation.

Credit Risk--The risk that the issuer of a debt security will be unable to make
interest payments or repay principal on schedule.If an issuer does default,the
affected security could lose all of its value, or be renegotiated at a lower
interest rate or principal amount. Affected securities might also lose
liquidity.Credit risk also includes the risk that a party in a transaction may
not be able to complete the transaction as agreed.

Currency Risk--The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of an investment made in a security
denominated in that foreign currency.

Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.

Emerging Market Risk--The risk that the emerging market,as defined in the
glossary, may be more sensitive to certain economic changes. For example,
emerging market countries are often dependent on international trade and are
therefore often vulnerable to recessions in other countries. They may have
obsolete financial systems, have volatile currencies and may be more sensitive
than more mature markets to a variety of economic factors. Emerging market
securities may also be less liquid than securities of more developed countries
and could be difficult to sell, particularly during a market downturn.

Experience Risk--The risk presented by a new or innovative security. The risk is
that insufficient experience exists to forecast how the security's value might
be affected by various economic conditions.

Information Risk--The risk that information about a security is either
unavailable, incomplete or is inaccurate.

36   Variable Trust Prospectus
<PAGE>

Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally,when interest rates increase,the value of a
debt security decreases. The effect is usually more pronounced for securities
with longer maturities.

Leverage Risk--The risk that an investment practice, such as lending portfolio
securities or engaging in forward commitment or when-issued securities
transactions, may increase a Fund's exposure to market risk, interest rate risk
or other risks by, in effect, increasing assets available for investment.

Liquidity Risk--The risk that a security cannot be sold at the time desired, or
cannot be sold without adversely affecting the price.

Market Risk--The risk that the value of a stock,bond or other security will be
reduced by market activity. This is a basic risk associated with all securities.

Political Risk--The risk that political actions,events or instability may be
unfavorable for investments made in a particular nation's or region's
industry, government or markets.

Prepayment Risk--The risk that consumers will prepay mortgage loans, which can
alter the maturity of a mortgage-backed security, increase interest-rate risk,
and reduce rates of return.

Regulatory Risk--The risk that changes in government regulations will adversely
affect the value of a security. Also the risk that an insufficiently regulated
market might permit inappropriate trading practices.

Year 2000 Risk--The Funds' principal service providers have advised the Funds
that they are working on the necessary changes to their computer systems to
avoid any system failure based on an inability to distinguish the year 2000 from
the year 1900, and that they expect their systems to be adapted in time.There
can, of course, be no assurance of success. In addition, the companies or
entities in which the Funds invest also could be adversely impacted by the Year
2000 issue, especially foreign entities, which may be less prepared for Year
2000. The extent of such impact cannot be predicted.

In addition to the general risks discussed above, you should carefully consider
and evaluate any special risks that may apply to investing in a particular
Fund.See the "Important Risk Factors" section in the summary for each Fund.You
should also see the Statements of Additional Information for additional
information about the investment practices and risks particular to each Fund.

                                                    Variable Trust Prospectus 37
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

Investment Practice/Risk
The following table lists some of the additional investment practices of the
Funds, including some not disclosed in the Investment Objective and Investment
Strategies sections of the Prospectus. The risks indicated after the description
of the practice are NOT the only potential risks associated with that
practice, but are among the more prominent. Market risk is assumed for each. See
the Investment Objective and Investment Strategies for each Fund or the
Statement of Additional Information for more information on these practices.

Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for each Fund remains within the parameters of its
objective.

Remember, each Fund is designed to meet different investment needs and
objectives.

<TABLE>
<CAPTION>
                                                                                       ASSET     CORPORATE   EQUITY  EQUITY  GROWTH
                                                                                     ALLOCATION     BOND     INCOME  VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE                                         RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                      <C>         <C>         <C>     <C>     <C>
Borrowing Policies
The ability to borrow from banks for temporary              Leverage Risk                 .          .          .      .        .
purposes to meet shareholder redemptions.

Emerging Markets
Investments in companies located or operating in            Information,
countries considered developing or to have "emerging"       Political, Regulatory,                   .          .               .
stock markets. Generally, these investments securities      Diplomatic, Liquidity
have the same type of risks as foreign securities,but       and Currency Risk
to a higher degree.

Floating and Variable Rate Debt
Instruments with interest rates that are adjusted either    Interest Rate and             .          .          .      .        .
on a schedule or when an index or benchmark changes.        Credit Risk

Foreign Obligations                                         Information,
Debt of a foreign government or corporation or dollar       Political, Regulatory,
denominated debt obligations of foreign branches of         Diplomatic, Liquidity         .          .
U.S. banks or U.S. branches of foreign banks.               and Currency Risk

Foreign Securities
Equity securities issued by a non-U.S. company or debt      Information,
of a or foreign government in the form of an American       Political, Regulatory,
Depositary Receipt ("ADR") or similar instrument. Foreign   Diplomatic, Liquidity         .                     .      .        .
securities may also be emerging markets securities, which   and Currency Risk
are subject to the same risks, but to a higher degree.

Forward Commitment, When-Issued and
Delayed Delivery Transactions                               Interest Rate,
Securities bought or sold for delivery at a later date or   Leverage, Credit and          .          .          .      .        .
bought or sold for a fixed price at a fixed date.           Experience Risk


<CAPTION>
                                                                                                         LARGE     SMALL
                                                                                     INTERNATIONAL      COMPANY     CAP
                                                                                         EQUITY          GROWTH    GROWTH
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE                                         RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                      <C>                <C>        <C>
Borrowing Policies
The ability to borrow from banks for temporary              Leverage Risk                 .                .         .
purposes to meet shareholder redemptions.

Emerging Markets
Investments in companies located or operating in            Information,
countries considered developing or to have "emerging"       Political, Regulatory,        .                .         .
stock markets. Generally, these investments securities      Diplomatic, Liquidity
have the same type of risks as foreign securities,but       and Currency Risk
to a higher degree.

Floating and Variable Rate Debt
Instruments with interest rates that are adjusted either    Interest Rate and                              .         .
on a schedule or when an index or benchmark changes.        Credit Risk

Foreign Obligations                                         Information,
Debt of a foreign government or corporation or dollar       Political, Regulatory,
denominated debt obligations of foreign branches of         Diplomatic, Liquidity
U.S. banks or U.S. branches of foreign banks.               and Currency Risk

Foreign Securities
Equity securities issued by a non-U.S. company or debt      Information,
of a or foreign government in the form of an American       Political, Regulatory,
Depositary Receipt ("ADR") or similar instrument. Foreign   Diplomatic, Liquidity         .                .         .
securities may also be emerging markets securities, which   and Currency Risk
are subject to the same risks, but to a higher degree.

Forward Commitment, When-Issued and
Delayed Delivery Transactions                               Interest Rate,
Securities bought or sold for delivery at a later date or   Leverage, Credit and          .                .         .
bought or sold for a fixed price at a fixed date.           Experience Risk
</TABLE>

38 Variable Trust Prospectus
<PAGE>

<TABLE>
<CAPTION>
                                                                                        ASSET     CORPORATE   EQUITY  EQUITY  GROWTH
                                                                                      ALLOCATION     BOND     INCOME  VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE                                          RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                      <C>         <C>         <C>     <C>     <C>
High Yield Securities
Debt securities of lower quality, also known as "junk
bonds," that produce generally higher rates of return.
These securities tend to be more sensitive to economic       Interest Rate and
conditions and during sustained periods of rising            Credit Risk                              .         .
interest rates, may experience increased interest and/or
principal defaults.

Illiquid Securities
A security that cannot be readily sold, or cannot be
readily sold without negatively affecting its fair price.    Liquidity Risk               .           .         .       .       .
Limited to 15% of total assets.

Loan Participations
Debt obligations that represent a portion of a larger
loan made by a bank. Generally sold without guarantee
or recourse, some participations sell at a discount          Credit Risk                              .
because of the borrower's credit problems. Limited to
5% of total assets.

Loans of Portfolio Securities
The practice of loaning securities to brokers, dealers and
financial institutions to increase return on those           Credit,
securities. Loans may be made up to Investment Company       Counter-Party and            .           .         .       .       .
Act of 1940 limits (currently one-third of total assets      Leverage Risk
including the value of collateral received).

Mortgage- and Asset-Backed Securities
Securities consisting of undivided fractional interest       Interest Rate, Credit,
in pools of consumer loans,such as mortgage loans, car       Prepayment and                           .         .
loans, credit card debt, or receivables held in trust.       Experience Risk

Options
The right or obligation to receive or deliver a security or
cash payment depending on the security's price or the
performance of an index or benchmark. Types of options       Credit, Information          .                             .       .
used may include: options on securities, options on a stock  and Liquidity Risk
index, stock index futures and options on stock index
futures to protect liquidity and portfolio value.

Other Mutual Funds
The temporary investment in shares of another mutual
fund. A pro rata portion of the other fund's expenses, in    Market Risk                  .           .         .       .       .
addition to the expenses paid by the Funds,will be borne
by Fund shareholders.

Privately Issued Securities
Securities that are not publicly traded but which may be
resold in accordance with Rule 144A of the Securities Act    Liquidity Risk               .           .         .       .       .
of 1933.

<CAPTION>
                                                                                                         LARGE    SMALL
                                                                                      INTERNATIONAL     COMPANY    CAP
                                                                                         EQUITY          GROWTH   GROWTH
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE                                          RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                      <C>               <C>       <C>
High Yield Securities
Debt securities of lower quality, also known as "junk
bonds," that produce generally higher rates of return.
These securities tend to be more sensitive to economic       Interest Rate and
conditions and during sustained periods of rising            Credit Risk
interest rates, may experience increased interest and/or
principal defaults.

Illiquid Securities
A security that cannot be readily sold, or cannot be
readily sold without negatively affecting its fair price.    Liquidity Risk                .                .            .
Limited to 15% of total assets.

Loan Participations
Debt obligations that represent a portion of a larger
loan made by a bank. Generally sold without guarantee
or recourse, some participations sell at a discount          Credit Risk
because of the borrower's credit problems. Limited to
5% of total assets.

Loans of Portfolio Securities
The practice of loaning securities to brokers, dealers and
financial institutions to increase return on those           Credit,
securities. Loans may be made up to Investment Company       Counter-Party and             .                .            .
Act of 1940 limits (currently one-third of total             Leverage Risk
assets including the value of collateral received).

Mortgage- and Asset-Backed Securities
Securities consisting of undivided fractional interest       Interest Rate, Credit,
in pools of consumer loans,such as mortgage loans, car       Prepayment and
loans,credit card debt, or receivables held in trust.        Experience Risk

Options
The right or obligation to receive or deliver a security or
cash payment depending on the security's price or the
performance of an index or benchmark. Types of options       Credit, Information
used may include: options on securities, options on a stock  and Liquidity Risk                                          .
index, stock index futures and options on stock index
futures to protect liquidity and portfolio value.

Other Mutual Funds
The temporary investment in shares of another mutual
fund. A pro rata portion of the other fund's expenses, in    Market Risk                   .                .            .
addition to the expenses paid by the Funds,will be borne
by Fund shareholders.

Privately Issued Securities
Securities that are not publicly traded but which may be
resold in accordance with Rule 144A of the Securities Act    Liquidity Risk                .                .            .
of 1933.
</TABLE>

                                                   Variable Trust Prospectus  39
<PAGE>

General Investment Risks
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       ASSET     CORPORATE   EQUITY  EQUITY  GROWTH
                                                                                     ALLOCATION     BOND     INCOME  VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE                                         RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                      <C>         <C>         <C>     <C>     <C>
Repurchase Agreements
A transaction in which the seller of a security agrees to   Credit and                   .           .          .      .       .
buy back a security at an agreed upon time and price,       Counter-Party Risk
usually with interest.

Small Company Securities
The risk that investments in small companies may be         Market, Experience                                  .      .       .
                                                            and Liquidity Risk

Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not
both. These securities tend to have greater interest        Interest Rate Risk                       .
rate sensitivity then conventional debt obligations.

<CAPTION>
                                                                                                         LARGE     SMALL
                                                                                     INTERNATIONAL      COMPANY     CAP
                                                                                         EQUITY          GROWTH    GROWTH
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE                                         RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                      <C>                <C>        <C>
Repurchase Agreements
A transaction in which the seller of a security agrees to   Credit and                     .               .         .
buy back a security at an agreed upon time and price,       Counter-Party Risk
usually with interest.

Small Company Securities

The risk that investments in small companies may be         Market, Experience             .               .         .
                                                            and Liquidity Risk

Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not
both. These securities tend to have greater interest rate   Interest Rate Risk
sensitivity then conventional debt obligations.
</TABLE>

40   Variable Trust Prospectus
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------


A number of different entities provide services to the Funds. This section shows
how the Funds are organized, the entities that perform different services, and
how they are compensated. Further information is available in the Statement of
Additional Information for the Funds.

About Wells Fargo Variable Trust
Wells Fargo Variable Trust ("WFVT") was organized as a Delaware business trust
on March 10, 1999. The Board of Trustees of WFVT supervises each Fund's
activities, monitors its contractual arrangements with various service providers
and decides upon matters of general policy. The Funds are available for purchase
through certain variable annuity contracts ("VA Contracts") and variable life
insurance policies ("VLI Policies") offered by the separate accounts of
Participating Insurance Companies. Individual holders of VA Contracts and VLI
Policies are not the "shareholders" of or "investors" in the Funds. Rather, the
Participating Insurance Companies and their separate accounts are the
shareholders or investors, although such companies will pass through voting
rights to the holders of VA Contracts and VLI Policies. The WFVT currently does
not foresee any disadvantages to the holders of VA Contracts and VLI Policies
arising from the fact that the interests of the holders of VA Contracts and VLI
Policies may differ. Nevertheless, the WFVT's Board of Trustees intends to
monitor events in order to identify any conflicts which may arise and to
determine what action, if any, should be taken in response to such conflicts.
The VA Contracts and VLI Policies are described in the separate Prospectuses
issued by the Participating Insurance Companies. The WFVT assumes no
responsibility for such Prospectuses.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                                       BOARD OF TRUSTEES
- -----------------------------------------------------------------------------------------------------------------------------
                                                 Supervises the Funds' activities
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
                  INVESTMENT ADVISOR                                                      CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------
  <S>                                                          <C>
  Wells Fargo Bank, N.A.                                       Norwest Bank Minnesota, N.A.
  525 Market St., San Francisco, CA                            6th & Marquette, Minneapolis, MN
  Manages the Funds' investment activities                     Provides safekeeping for the assets of all Funds
                                                               except the Asset Allocation Fund
                                                               Barclays Global Investors, N.A.
                                                               45 Fremont St., San Francisco, CA
                                                               Provides safekeeping for the Asset Allocation Fund's assets
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                     INVESTMENT SUB-ADVISORS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                        <C>
  Wells Capital Management                           Barclays Global Fund                       Peregrine Capital
  Incorporated                                       Advisors                                   Management, Inc.
  525 Market St.                                     45 Fremont St.                             800 Lasalle Ave.
  San Francisco, CA                                  San Francisco, CA                          Minneapolis, MN
  (All Funds except as described at right)           (Asset Allocation Fund)                    (Large Company Growth Fund)
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                     TRANSFER
              DISTRIBUTOR                                  ADMINISTRATOR                              AGENT
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                        <C>
  Stephens Inc.                                      Wells Fargo Bank, N.A.                     Boston Financial Data
  111 Center St.                                     525 Market St.                             Services, Inc.
  Little Rock, AR                                    San Francisco, CA                          Two Heritage Dr.
                                                                                                Quincy, MA

  Markets the Funds                                  Manages the                                Maintains records
  and distributes                                    Funds'business                             of shares and
  Fund shares                                        activities                                 supervises the payment
                                                                                                of dividends
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
                                       PARTICIPATING INSURANCE COMPANIES AND SELLING AGENTS
- -----------------------------------------------------------------------------------------------------------------------------
                               Advise current and prospective contract holders with Fund investments
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
                                                         CONTRACT HOLDERS
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                   Variable Trust Prospectus  41
<PAGE>

Organization and Management of the Funds
- --------------------------------------------------------------------------------

In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund paid on an annual basis for the services
described.

The Investment Advisor

Wells Fargo Bank, N.A. provides portfolio management and fundamental security
analysis services as the advisor for each of the Funds. Wells Fargo Bank,
founded in 1852, is the oldest bank in the western United States and is one of
the largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells Fargo & Company, a national bank holding company. As of June
30, 1999, Wells Fargo Bank and its affiliates provided advisory services for
over $131 billion in assets.

For providing these services, Wells Fargo Bank is entitled to receive the
following fees:

   Asset Allocation Fund                                                  0.55%

   Corporate Bond Fund                                                    0.45%

   Equity Income Fund                                                     0.55%

   Equity Value Fund                                                      0.55%

   Growth Fund                                                            0.55%

   International Equity Fund                                              0.75%

   Large Company Growth Fund                                              0.55%

   Small Cap Growth Fund                                                  0.75%


The Sub-Advisors

Wells Capital Management Incorporated ("WCM"), a wholly owned subsidiary of
Wells Fargo Bank N.A., is the sub-advisor for the Funds (except the Asset
Allocation and Large Company Growth Funds). In this capacity, it is responsible
for the day-to-day investment management activities of the Funds. As of June 30,
1999, WCM provided advisory services for over$42 billion in assets.

Barclays Global Fund Advisors ("BGFA"), a wholly owned subsidiary of Barclays
Global Investors, N.A.("BGI"), and an indirect subsidiary of Barclays Bank
PLC, is the sub-advisor for the Asset Allocation Fund. BGFA was created from the
sale of Wells Fargo Nikko Investment Advisors, a former affiliate of Wells Fargo
Bank, to BGI. BGI is one of the largest providers of index portfolio management
services. As of June 30, 1999, BGI managed or provided investment advice for
assets aggregating in excess of $687 billion.

Peregrine Capital Management, Inc., a wholly owned subsidiary of Norwest Bank
Minnesota, N.A., is the sub-advisor for the Large Company Growth Fund. Peregrine
is an investment advisor subsidiary of Norwest Bank Minnesota, N.A. Peregrine
provides investment advisory services to corporate and public pension plans,
profit sharing plans,savings investment plans and 401(k) plans. As of June 30,
1999, Peregrine provided investment advisory services for over $6 billion in
assets.

The Sub-Advisors are compensated by the Investment Advisor from the fees
received by the Advisor as listed above.

42  Variable Trust Prospectus
<PAGE>

The Administrator

Wells Fargo Bank provides the Funds with administrative services, including
general supervision of each Fund's operation, coordination of the other services
provided to each Fund, compilation of information for reports to the SEC and
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Trust's Trustees and officers. Wells Fargo
Bank also furnishes office space and certain facilities to conduct each Fund's
business. For providing these services, Wells Fargo Bank is entitled to receive
a fee of 0.15% of the average annual net assets of each Fund.

Distribution Plan

We have adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under
the 1940 Act for each Fund. The Plan authorizes the payment of all or part of
the cost of preparing and distributing Prospectuses, annual and semi-annual
reports, and other materials to shareholders, and the payment of compensation to
selling agents. For these services each Fund pays up to 0.25% of its annual net
assets.

                                                   Variable Trust Prospectus  43
<PAGE>

Your Account
- --------------------------------------------------------------------------------

Investing in the Funds

The Funds are available for purchase through certain VA Contracts and VLI
Policies offered by the separate accounts of Participating Insurance
Companies. The separate accounts of the Participating Insurance Companies place
orders to purchase and redeem shares of each Fund based on, among other
things, the amount of premium payments to be invested and the amount of
surrender and transfer requests (as defined in the Prospectuses describing the
VA Contracts and VLI Policies issued by the Participating Insurance Companies)
to be effected on that day pursuant to VA Contracts and VLI Policies. Please
refer to the Prospectus provided by your selling agent for more detailed
information describing the separate accounts.

The WFVT does not assess any fees, either when it sells or when it redeems its
shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating Insurance Companies under the VA Contracts or VLI
Policies. These fees and charges are described in the Participating Insurance
Companies' Prospectuses.

Should any conflict between VA Contract and VLI Policy holders arise which would
require that a substantial amount of net assets be withdrawn from a Fund of the
WFVT, orderly portfolio management could be disrupted to the potential detriment
of the VA Contract and VLI Policy holders.

44  Variable Trust Prospectus
<PAGE>

Other Information
- --------------------------------------------------------------------------------

Dividends and Capital Gain Distributions
Each Fund is treated separately in determining the amounts of dividends of net
investment income and distributions of capital gains payable to its
shareholders. Dividends and distributions are automatically reinvested on the
payment date for each shareholder's account in additional shares of the Fund
that paid the dividend or distribution at NAV or are paid in cash at the
election of the Participating Insurance Company.

The Funds in this Prospectus pay dividends, if any, periodically, and make any
capital gains distributions at least annually. Participating Insurance Companies
will be informed by January 31 about the amount and character of dividends and
distributions.

Taxes
As described in the prospectuses of the Participating Insurance Companies,
individual holders of VA Contracts and VLI Policies may qualify for favorable
tax treatment. In order to qualify for such treatment, the Internal Revenue Code
of 1986, as amended (the "Code"), requires, among other things, the "separate
accounts" of the Participating Insurance Companies, which maintain and invest
net proceeds form the VA Contracts and VLI Policies, to be "adequately
diversified." See "Taxation of a Separate Account of a Participating Insurance
Company" in the SAI. Subject to certain conditions, for purposes of the
"adequate diversification" test, shares of the Fund will not be treated as
single investment. Rather, the separate account will be treated as the owner of
its proportionate share of each of the assets of the Fund. The Fund intends to
satisfy the relevant conditions of the Code and Treasury Regulations so that its
shares held in a separate account of a Participating Insurance Company, and the
VA Contracts and VLI Policies underlying such account, may qualify for favorable
tax treatment.

The foregoing discussion regarding taxes is based on tax laws which were in
effect as of the date of this Prospectus and summarizes only some of the
material federal income tax considerations affecting the Fund and its
shareholders. It is not intended as a substitute for careful tax planning and
does not discuss state, local or foreign income tax considerations; you should
consult your own tax advisor with respect to your specific tax situation. Please
see the SAI for further federal income tax considerations. Federal income
taxation of separate accounts of life insurance companies, VA Contracts and VLI
Policies is discussed in the Prospectuses of the Participating Insurance
Companies.

Pricing Fund Shares:

 .  As with all mutual fund investments, the price you pay to purchase shares or
   the price you receive when you redeem shares is not determined until after a
   request has been received in proper form.

 .  We determine the NAV of each Fund's shares each business day as of the close
   of regular trading on the New York Stock Exchange ("NYSE"). We determine the
   NAV by subtracting each Fund's liabilities from its total assets, and then
   dividing the result by the total number of outstanding shares. Each other
   Fund's assets are generally valued at current market prices. See the
   Statement of Additional Information for further disclosure.

 .  The Funds are open for business on each day the NYSE is open for business.
   NYSE holidays include New Year's Day, Martin Luther King, Jr. Day,
   President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
   Thanksgiving Day and Christmas Day. When any holiday falls on a weekend, the
   NYSE typically is closed on the weekday immediately before or after such
   holiday.

                                                   Variable Trust Prospectus  45
<PAGE>

Table of Predecessors
- --------------------------------------------------------------------------------

The Funds described in this Prospectus were created as part of the
reorganization of the Life & Annuity Trust ("LAT") Family of Funds, advised by
Wells Fargo Bank, N.A., and the Norwest Select Family of Funds, advised by
Norwest Investment Management, Inc., into a single mutual fund complex. The
reorganization followed the merger of the advisors' parent companies.

Each Fund is an accounting survivor of a former Life & Annuity Trust or Norwest
Select Funds fund, as indicated in the Table of Predecessors below. The
performance histories and financial highlights of each Fund are the performance
histories and financial highlights of the predecessor fund.

<TABLE>
   <S>                                        <C>
   Wells Fargo Variable Trust                 Predecessor Funds

   Asset Allocation Fund                      LAT Asset Allocation Fund

   Corporate Bond Fund                        None

   Equity Income Fund                         Norwest Select Income Equity Fund

   Equity Value Fund                          LAT Equity Value Fund

   Growth Fund                                LAT Growth Fund

   International Equity Fund                  None

   Large Company Growth Fund                  None

   Small Cap Growth Fund                      Norwest Select Small Company Stock Fund
</TABLE>

46  Variable Trust Prospectus
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

N. Graham Allen, FCMA, Mr. Allen manages the Corporate Bond Fund. He joined
Wells Capital Management Incorporated ("Wells Capital") in 1998 and is the
firm's Chief Fixed Income Officer. His responsibilities include overseeing of
non-dollar fixed-income investments in major developed countries, emerging
markets, Yankee bonds and global high yield investments. Prior to joining Wells
Capital, he headed the international bond management team at Bradford & Marzec,
a Los Angeles-based investment adviser where he was responsible for managing
high yield securities investments from 1988 to 1998. Educated in England,
Mr. Allen is a Fellow Chartered Management Accountant (FCMA), a recognized
accounting body in the United Kingdom.

John W. (Jack) Burgess Mr. Burgess co-manages the Corporate Bond Fund. He joined
Wells Capital in 1998 as portfolio manager for high yield fixed-income
investments. He joined Wells Capital from Independent Financial Advisors, an
independent advisory practice in Los Angeles where he performed research and
analysis of fixed-income securities from 1995 to 1998. Prior to this position,
he was a portfolio manager at Aurora National Life Assurance Company of Santa
Monica, California, where he managed both equity and fixed-income investments
from 1991 to 1994. Mr. Burgess received his BA in English from Harvard College
and a Juris Doctorate degree from Harvard Law School. He is a Chartered
Financial Analyst candidate.

John S. Dale, CFA, Mr. Dale manages the Large Company Growth Fund. He has
managed large company growth portfolios, currently totaling assets in excess of
$3 billion, and has been a Senior Vice President of Peregrine Capital
Management, Inc. since 1988, when he joined the firm. Mr. Dale received his BA
in Marketing from the University of Minnesota and he is a Chartered Financial
Analyst.

Gary J. Dunn, CFA, Mr. Dunn co-manages the Equity Income Fund, and managed the
predecessor portfolio since 1994. He joined Wells Capital in 1998 as Principal
for its Equity Income team, and holds dual positions at both Wells Capital and
Norwest Investment Management, Inc. ("NIM"), which intend to combine investment
advisory services under the Wells Capital name during late 1999/early
2000. Currently, Mr. Dunn is also the Director of Institutional Investments of
NIM. He has been associated with Norwest or its affiliates as a financial
analyst and portfolio manager since 1979. Mr. Dunn holds a BA in Economics from
Carroll College and is a Chartered Financial Analyst.

Jacqueline A. Flippin Ms. Flippin co-manages the Corporate Bond Fund. She joined
Wells Capital in 1998 as a portfolio manager for taxable fixed-income
portfolios. Her area of expertise includes both mortgage-backed securities and
high yield debt. She was a fixed-income portfolio manager at McMorgan & Company
in San Francisco, CA from 1994 to 1998. Ms. Flippin received her BA in Sociology
from Northwestern University and an MBA in Finance from New York University.

Gregg Giboney, CFA, Mr. Giboney co-manages the Equity Value Fund. He managed the
predecessor portfolio since August 1998, and has been with Wells Capital as a
member of the Value Equity Team providing security analysis and portfolio
management since 1996. Mr. Giboney was with First Interstate Capital Management
prior to 1996 in various capacities, including fixed-income trading, derivative
management, equity analysis, stable value asset management and as a portfolio
manager for personal, institutional and trust accounts. Mr. Giboney received his
BS in Accounting and Finance from Washington State University, his MBA from the
University of Portland, and he is a Chartered Financial Analyst.

Christopher F. Greene Mr. Greene co-manages the Small Cap Growth Fund, and co-
managed the predecessor portfolio since early 1999. He joined Wells Capital in
1997. As Portfolio Manager and Analyst for the firm's small cap equity team, he
is responsible for fundamental security analysis of small and mid cap growth
securities. Before joining Wells Capital, he worked at Hambrecht & Quist, an
investment banking firm in San Francisco, as an analyst in the corporate finance
department from 1993 to 1996. Mr. Greene received a BA in Economics from
Claremont McKenna College. He is a Chartered Financial Analyst candidate.

                                                   Variable Trust Prospectus  47
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

Kelli K. Hill Ms. Hill manages the Growth Fund. She managed the predecessor
portfolio since February 1997, when she joined Wells Capital as its Core Equity
Team Leader. She also manages institutional equity portfolios and in her
research capacity, specializes in the capital goods and technology sectors. From
1988 to 1997, she was a Portfolio Manager for Wells Fargo Bank in San Francisco,
where her responsibilities included portfolio management for high net-worth
individuals. Ms. Hill holds a BA in Economics and International Relations from
the University of Southern California, and she is a Chartered Financial Analyst
candidate.

Stacey Ho, CFA, Ms. Ho co-manages the International Equity Fund. She has been
with Wells Capital as an international equity portfolio manager since early
1997. In 1995 and 1996 she was an international equity portfolio manager at
Clemente Capital Management, and from 1990 to 1995 she managed Japanese and U.S.
equity portfolios for Edison International. Ms. Ho has over nine years of
international equity investment management experience. Ms. Ho received her BA in
Civil Engineering from San Diego State University, her MS in Environmental
Engineering from Stanford University, her MBA from the University of California
at Los Angeles, and she is a Chartered Financial Analyst.

Daniel J. Kokoszka, CFA, Mr. Kokoszka co-manages the Corporate Bond
Fund. Mr. Kokoszka, as the Managing Director of Global Fixed-income for Wells
Capital, is responsible for non-dollar fixed-income investments in major
developed countries and U.S. dollar fixed-income investments (Yankee bonds) in
emerging markets. He joined the firm in 1998 from Bradford & Marzec, Inc., a Los
Angeles-based investment adviser, where he was a portfolio manager on the
international portfolio management team from 1993 to 1998. Mr. Kokoszka has a BS
in Astronomy from Villanova University, an MS in Mechanical Engineering from
George Washington University, and an MBA with emphasis in Finance, Corporate
Accounting and Applied Economics from the University of Rochester. He is a
Chartered Financial Analyst, a Certified Management Accountant and is Certified
in Financial Management.

Gary E. Nussbaum, CFA, Mr. Nussbaum co-manages the Large Company Growth Fund. He
has managed large company growth portfolios, currently totaling assets in excess
of $3 billion, and has been a growth equity style portfolio manager for
Peregrine Capital Management, Inc., where he is currently a Senior Vice
President, since 1990. Mr. Nussbaum received his Bachelors of Business
Administration from the University of Wisconsin, his MBA from the University of
Wisconsin, and his is a Chartered Financial Analyst.

David L. Roberts, CFA, Mr. Roberts manages the Equity Income Fund and managed
the predecessor portfolio since 1994, and also managed the predecessor's
predecessor collective investment trust since 1986. He is the Equity Income
Managing Director at Wells Capital. He joined the firm in 1998 and continues to
hold dual positions at both Wells Capital and Norwest Investment Management,
Inc. ("NIM"), which intend to combine investment advisory services under the
Wells Capital name during late 1999/early 2000. Mr. Roberts joined Norwest
Corporation in 1972 as a Securities Analyst. He became Assistant Vice President
Portfolio Manager in 1980, and was promoted to Vice President in 1982. He holds
a BA in Mathematics from Carroll College and he is a Chartered Financial
Analyst.

Katherine Schapiro, CFA, Ms. Schapiro manages the International Equity Fund, and
she is the Managing Director of the International Equity team for Wells Capital.
As team leader, she manages international equity funds and portfolios for the
firm's institutional clients. She joined Wells Capital in 1997 from Wells Fargo
Bank where she was a portfolio manager from 1992 to 1997. Ms. Schapiro's 17
years of investment experience included investment management from 1988 to 1992
at Newport Pacific Management, a San Francisco-based international investment
advisory firm. Ms. Schapiro obtained her BA in Spanish Literature from Stanford
University and is a Chartered Financial Analyst. She currently serves as
President of the Security Analysts of San Francisco.

48  Variable Trust Prospectus
<PAGE>

Scott M. Smith, CFA, Mr. Smith co-manages the Corporate Bond Fund. He joined
Wells Capital in 1997 and currently manages taxable fixed-income portfolios as a
member of the core-plus team. His emphasis is on the corporate and mortgage-
backed sectors. From 1988 to 1997, while at Wells Fargo Bank, he was a short
duration fixed-income specialist and trust administrator. He has 11 years of
experience in the investment industry. Mr. Smith received his BA in
International Relations/Business from the University of San Diego, and he is a
Chartered Financial Analyst.

Rex Wardlaw, CFA, Mr. Wardlaw co-manages the Equity Value Fund, and he co-
managed the Fund's predecessor portfolio since its inception in early 1998. Mr.
Wardlaw is the Managing Director of Wells Capital's Value Equity Strategy team,
managing portfolios and directing the research effort. In his research capacity,
he focuses on basic industries, transportation, consumer cyclical and utility
sectors. Mr. Wardlaw joined Wells Capital in 1997 and has over 10 years of
experience in the investment management industry. Previously he was with Wells
Fargo Bank, where he was a portfolio manager from 1996 to 1997. He was a
portfolio manager at First Interstate Bank in Portland, OR from 1986 to 1996.
Mr. Wardlaw received a BA in Chemistry from Northwest Nazarene College and
earned an MBA (with honors) in Finance from the University of Oregon. He is a
Chartered Financial Analyst.

Allen E. Wisniewski, CFA, Mr. Wisniewski co-manages the Equity Value Fund, and
he co-managed the Fund's predecessor portfolio since its inception in early
1998. He joined Wells Capital in 1997 as a portfolio manager for the Value
Equity Strategy team and as a research analyst focusing on the higher yield
segment of the value strategy. Before joining Wells Capital in 1997, he was a
value equity portfolio manager from 1987 to 1997 at Wells Fargo Bank. Mr.
Wisniewski received a BA in Economics and an MBA in Economics and Finance from
the University of California at Los Angeles, and he is a Chartered Financial
Analyst.

Thomas Zeifang, CFA, Mr. Zeifang co-manages the Small Cap Growth Fund, and co-
managed the predecessor portfolio since early 1998.  He joined Wells Capital in
1997 and is currently the Managing Director of the Small Cap Equity team.  As
strategy leader, he is responsible for fundamental security analysis.  Prior to
Wells Capital, he was a small cap equity portfolio manager from 1995 to 1997 at
Wells Fargo Bank.  He was a Financial Analyst from 1993 to 1995 at Fleet
Investment Advisors, based in Rochester, NY. Mr. Zeifang holds a BS in Business
Administration from S. Bonaventure University and an MBA in Finance from the
University of Rochester's Simon School of Business.  He is a Chartered Financial
Analyst.

                                                  Variable Trust Prospectus   49
<PAGE>

Glossary
- --------------------------------------------------------------------------------

We provide the following definitions to assist you in reading this
Prospectus.  For a more complete understanding of these terms you should consult
your financial advisor.

American Depositary Receipts ("ADRs")
Receipts for non-U.S. company stocks.  The stocks underlying ADRs are typically
held in bank vaults.  The ADR's owner is entitled to any capital gains or
dividends. ADRs are one way of owning an equity interest in foreign companies.

Asset-Backed Securities
Securities consisting of an undivided fractional interest in pools of consumer
loans, such as car loans or credit card debt, or receivables held in trust.

Below Investment-Grade
Securities rated BBB or lower by S&P or Baa or lower by Moody's Investor
Services, or that may be unrated securities or securities considered to be "high
risk."

Business Day
Any day the New York Stock Exchange is open is a business day for the Funds.

Capital Appreciation, Capital Growth
The increase in the value of a security.  See also "total return."

Capitalization
When referring to the size of a company, capitalization means the total number
of a company's outstanding shares of stock multiplied by the price per share.
This is an accepted method of determining a company's size and is sometimes
referred to as "market capitalization."

Capital Structure
Refers to how a company has raised money to operate.  Can include, for example,
borrowing or selling stock.

Collateralized Mortgage Obligations ("CMOs")
Securities collateralized by portfolios of mortgage pass-through securities.
CMOs are structured into multiple classes, and are paid according to class
maturity, shortest maturities paid first.

Commercial Paper
Debt instruments issued by banks, corporations and other issuers to finance
short-term credit needs. Commercial paper typically is of high credit quality
and offers below market interest rates.

Convertible Debt Securities
Bonds or notes that are exchangeable for equity securities at a set price on a
set date or at the election of the holder.

Current Income
Earnings in the form of dividends or interest as opposed to capital growth.  See
also "total return."

Debt Securities
Generally, a promise to pay interest and repay principal by an individual or
group of individuals sold as a security. The owner of the security is entitled
to receive any such payments. Examples include bonds and mortgage-backed
securities and can include securities in which the right to receive interest and
principal repayment have been sold separately.

Derivatives
Securities whose values are derived in part from the value of another security
or index.  An example is a stock option.

50  Variable Trust Prospectus
<PAGE>

Distributions
Dividends and/or capital gains paid by a Fund on its shares.

Diversified
A diversified fund, as defined by the Investment Company Act of 1940, is one
that invests in cash, Government securities, other investment companies and no
more than 5% of its total assets in a single issuer. These policies must apply
to 75% of the Funds' total assets.

Dollar-Denominated
Securities issued by foreign banks, companies or governments in U.S. dollars.

Duration
A measure of a security's or portfolio's sensitivity to changes in interest
rates.  Duration is usually expressed in years, with longer durations typically
more sensitive to interest rate changes than shorter durations.

Emerging Markets
Markets associated with a country that is considered by international financial
organizations, such as the International Finance Corporation and the
International Bank for Reconstruction and Development, and the international
financial community to have an "emerging" stock market.  Such markets may be
under-capitalized, have less-developed legal and financial systems or may have
less stable currencies than markets in the developed world.

Federal Deposit Insurance Corporation ("FDIC")
The Federal Deposit Insurance Corporation.  This is the company that provides
federally sponsored insurance covering bank deposits such as savings accounts
and CDs.  Mutual funds are not FDIC insured.

FHLMC
FHLMC securities are commonly known as "Freddie Mac" and are issued by the
Federal Home Loan Mortgage Corporation.

FNMA
FNMA securities are commonly known as "Fannie Maes" and are issued by the
Federal National Mortgage Association.

GNMA
GNMA securities are commonly known as "Ginnie Maes" and are issued by the
Government National Mortgage Association.

Hedge
Strategy used to offset investment risk.  A perfect hedge is one eliminating the
possibility of future gain or loss.

Illiquid Security
A security that cannot be readily sold at the desired time, or cannot be readily
sold without negatively affecting its fair price.

Initial Public Offering
The first time a company's stock is offered for sale to the public.

Investment-Grade Securities
A type of bond rated in the top four investment categories by a nationally
recognized ratings organization. Generally these are bonds whose issuers are
considered to have a strong ability to pay interest and repay principal,
although some investment-grade bonds may have some speculative characteristics.

                                                  Variable Trust Prospectus   51
<PAGE>

Glossary
- --------------------------------------------------------------------------------

Liquidity
The ability to readily sell a security at a fair price.

Money Market Instruments
High-quality short-term instruments meeting the requirements of Rule 2a-7 of the
1940 Act, such as bankers' acceptances, commercial paper, repurchase agreements
and government obligations. In a money market fund, average portfolio maturity
does not exceed 90 days, and all investments have maturities of 397 days or less
at the time of purchase.

Moody's
A nationally recognized ratings organization.

Nationally Recognized Ratings Organization ("NRRO")
A company that examines the ability of a bond issuer to meet its obligations and
which rates the bonds accordingly.

Net Asset Value ("NAV")
The value of a single fund share. It is determined by adding together all of a
Fund's assets, subtracting accrued expenses and other liabilities, then dividing
by the total number of shares. The NAV is calculated separately for each class
of the Fund, and is determined as of the close of regular trading on each
business day the NYSE is open, typically 1:00 p.m. (Pacific time)/3:00 p.m.
(Central time).

Options
An option is the right to buy or sell a security based on an agreed upon price
for at a specified time. For example, an option may give the holder of a stock
the right to sell the stock to another party, allowing the seller to profit if
the price has fallen below the agreed price. Options may also be based on the
movement of an index such as the S&P 500.

Preservation of Capital
The attempt by a fund's manager to defend against drops in the net asset value
of fund shares in order to preserve the initial investment.

Price-to-Earnings Ratio
The ratio between a stock's price and its historical, current or anticipated
earnings.  Low ratios typically indicate a high yield.  High ratios are
characteristic of growth stocks which generally have low current yields.

Principal Stability
The degree to which share prices for a fund remain steady. Money market funds
attempt to achieve the highest degree of principal stability by maintaining a
$1.00 per share net asset value. More aggressive funds may not consider
principal stability an objective.

Repurchase Agreement
An agreement between a buyer and seller of a security in which the seller agrees
to repurchase the security at an agreed upon price and time.

Russell 1000 Index
An index comprised of the 1000 largest firms listed on the Russell 3000
Index.  The Russell 3000 Index is a listing of 3000 corporations by the Frank
Russell Company that is intended to be representative of the U.S. economy.  The
Russell 1000 is considered a "large cap" index.

Russell 2000 Index
An index comprised of the 2000 smallest firms listed on the Russell 3000
Index.  The Russell 3000 Index is a listing of 3000 corporations by the Frank
Russell Company that is intended to be representative of the U.S. economy. The
Russell 2000 is considered a "small cap" index.

52  Variable Trust Prospectus
<PAGE>


Selling Agent
A person who has an agreement with the Funds' distributors that allows them to
sell a Fund's shares.

Shareholder Servicing Agent
Anyone appointed by the Fund to maintain shareholder accounts and records,
assist and provide information to shareholders or perform similar functions.

Signature Guarantee
A guarantee given by a financial institution that has verified the identity of
the maker of the signature.

S&P, S&P 500 Index
Standard & Poor's, a nationally recognized ratings organization.  S&P also
publishes various indexes or lists of companies representative of sectors of the
U.S. economy.

Statement of Additional Information
A document that supplements the disclosure made in the Prospectus.

Stripped Treasury Securities
Debt obligations in which the interest payments and the repayment of principal
are separated and sold as securities.

Total Return
The total value of capital growth and the value of all distributions, assuming
that distributions were used to purchase additional shares of the Funds.

Turnover Ratio
The percentage of the securities held in a Fund's portfolio, other than short-
term securities, that were bought or sold within a year.

Undervalued
Describes a stock that is believed to be worth more than its current price.

U.S. Government Obligations
Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

Value Strategy
A strategy of investing which tries to identify and buy undervalued stocks under
the assumption that the stock will eventually rise to its "fair market" value.

Warrants
The right to buy a stock at a set price for a set time.

Weighted Average Maturity
The average maturity for the debt securities in a portfolio on a dollar-for-
dollar basis.

                                                   Variable Trust Prospectus  53
<PAGE>

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<PAGE>

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<PAGE>

YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENT:

STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information has been filed with the SEC and incorporated by reference into this
Prospectus and is legally part of this Prospectus.

THIS DOCUMENT IS AVAILABLE FREE OF CHARGE:

Call: 1-800-222-8222

WRITE TO:
Wells Fargo Funds
PO Box 8266
Boston, MA 02266-8266; or

Visit the SEC's website at http://www.sec.gov

REQUEST COPIES FOR A FEE BY WRITING TO:
SEC Public Reference Room
Washington, DC 20549-6009
Call: 1-800-SEC-0330 for details
<PAGE>


                          WELLS FARGO VARIABLE TRUST
                          Telephone:  1-800-222-8222

                      STATEMENT OF ADDITIONAL INFORMATION
                           Dated September 20, 1999

                             ASSET ALLOCATION FUND
                              CORPORATE BOND FUND
                              EQUITY INCOME FUND
                               EQUITY VALUE FUND
                                  GROWTH FUND
                           INTERNATIONAL EQUITY FUND
                           LARGE COMPANY GROWTH FUND
                               MONEY MARKET FUND
                             SMALL CAP GROWTH FUND

  Wells Fargo Variable Trust (the "Trust") is an open-end series investment
company. This Statement of Additional Information ("SAI") contains additional
information about nine of the series of the Trust -- the Asset Allocation,
Corporate Bond, Equity Income, Equity Value, Growth, International Equity, Large
Company Growth, Money Market and Small Cap Growth Funds (each, a "Fund" and
collectively, the "Funds").  The investment objective of each Fund is described
in the Prospectus.

  This SAI is not a prospectus and should be read in conjunction with the Funds'
Prospectus, dated September 20, 1999.  All terms used in this SAI that are
defined in the Prospectus have the meanings assigned in the Prospectus. A copy
of the Prospectus may be obtained without charge by calling 1-800-222-8222 or by
writing to Fortis Benefits Insurance Company, P.O. Box 64272, St. Paul, MN
55164; or by calling 1-800-680-8920 or by writing to American Skandia, P.O. Box
883, Shelton, Connecticut 06484-0883, Attn:  Wells Fargo Variable Annuity
Administration.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                  <C>
Historical Fund Information........................................   1

Investment Restrictions............................................   3

Investment Models..................................................   6

Additional Permitted Investment Activities and Associated Risks....   8

Management.........................................................  25

Performance Calculations...........................................  34

Determination of Net Asset Value...................................  38

Additional Purchase and Redemption Information.....................  39

Portfolio Transactions.............................................  39

Fund Expenses......................................................  41

Federal Income Taxes...............................................  42

Capital Stock......................................................  47

Other..............................................................  49

Counsel............................................................  49

Independent Auditors...............................................  49

Appendix...........................................................  A-1

                                       i
</TABLE>
<PAGE>

                          HISTORICAL FUND INFORMATION

     On March 25, 1999, the Board of Trustees of Norwest Select Funds
("Norwest"), the Board of Trustees of Life & Annuity Trust ("Annuity Trust") and
the Board of Trustees of the Trust approved an Agreement and Plan of
Reorganization providing for, among other things, the transfer of the assets and
stated liabilities of various Select and Annuity Trust portfolios to the Funds.
Prior to September 17, 1999, the effective date of the consolidation of the
Funds and the Select and Annuity Trust portfolios, the Funds had only nominal
assets.

     The Funds described in this Prospectus were created as part of the
reorganization of the Annuity Trust Family of Funds, advised by Wells Fargo
Bank, N.A. ("Wells Fargo Bank"), and the Norwest Family of Funds, advised by
Norwest Investment Management, Inc. ("NIM"), into a single mutual fund complex.
The reorganization followed the merger of the advisors' parent companies.

     The chart below indicates the predecessor Annuity Trust and Norwest Funds
that are the accounting survivors of the Wells Fargo Funds.

          Wells Fargo Variable Trust         Predecessor Funds
- ----------------------------------------------------------------------------
Asset Allocation Fund                   Annuity Trust Asset Allocation Fund
- ----------------------------------------------------------------------------
Corporate Bond Fund                     None
- ----------------------------------------------------------------------------
Equity Income Fund                      Norwest Select Income Equity Fund
- ----------------------------------------------------------------------------
Equity Value Fund                       Annuity Trust Equity Value Fund
- ----------------------------------------------------------------------------
Growth Fund                             Annuity Trust Growth Fund
- ----------------------------------------------------------------------------
International Equity Fund               None
- ----------------------------------------------------------------------------
Large Company Growth Fund               None
- ----------------------------------------------------------------------------
Money Market Fund                       Annuity Trust Money Market Fund
- ----------------------------------------------------------------------------
Small Cap Growth Fund                   Norwest Small Company Stock Fund
- ----------------------------------------------------------------------------

     The Asset Allocation Fund commenced operations on September 20, 1999, as
successor to the Asset Allocation Fund of Annuity Trust.  The predecessor Life &
Annuity Trust Asset Allocation Fund commenced operations on April 15, 1994.

     The Corporate Bond Fund commenced operations on September 20, 1999.

     The Equity Income Fund commenced operations on September 20, 1999, as
successor to the Income Equity Fund of Norwest.  The predecessor Norwest Income
Equity Fund commenced operations on May 6, 1996.


                                       1
<PAGE>


     The Equity Value Fund commenced operations on September 20, 1999, as
successor to the Equity Value Fund of Annuity Trust.  The predecessor Annuity
Trust Equity Value Fund commenced operations on May 1, 1998.

     The Growth Fund commenced operations on September 20, 1999, as successor to
the Growth Fund of Annuity Trust.  The predecessor Life & Annuity Trust Growth
Fund commenced operations on April 12, 1994.

     The International Equity Fund has not commenced operations as of the date
of this SAI.

     The Large Company Growth Fund commenced operations on September 20, 1999.

     The Money Market Fund commenced operations on September 20, 1999, as
successor to the Money Market Fund of Life & Annuity Trust.  The predecessor
Life & Annuity Trust Money Market Fund commenced operations on April 12, 1994.

     The Small Cap Growth Fund commenced operations on September 20, 1999, as
successor to the Strategic Growth Fund of Life & Annuity Trust and the Small
Company Stock Fund of Norwest Select. The predecessor Norwest Select Small
Company Stock Fund commenced operations on May 1, 1995. For accounting purposes,
the Norwest Select Small Company Stock predecessor portfolio is considered the
surviving entity and the financial highlights shown for periods prior to
September 20, 1999 are the financial highlights of the Norwest Select Small
Company Stock Fund.


                                       2
<PAGE>

                            INVESTMENT RESTRICTIONS

     Fundamental Investment Policies
     -------------------------------

  Each Fund has adopted the following investment restrictions, all of which are
fundamental policies; that is, they may not be changed, without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the outstanding voting securities of such Fund.

The Funds may not:

     (1)  purchase the securities of issuers conducting their principal business
activity in the same industry if, immediately after the purchase and as a result
thereof, the value of a Fund's investments in that industry would equal 25% of
the current value of the Fund's total assets, provided that there is no
limitation with respect to investment in (i) securities issued or guaranteed by
the United States Government, its agencies or instrumentalities, and (ii) in
municipal securities.

     (2)  purchase securities of any issuer if, as a result, with respect to 75%
of a Fund's total assets, more than 5% of the value of its total assets would be
invested in the securities of any one issuer or, with respect to 100% of its
assets, the Fund's ownership would be more than 10% of the outstanding voting
securities of such issuer.  This policy does not restrict a Fund's ability to
invest in securities issued or guaranteed by the U.S. Government, its agencies
and instrumentalities.

     (3)  borrow money except to the extent permitted by the 1940 Act, and the
rules, regulations and exemptions thereunder;

     (4)  issue senior securities  except to the extent permitted by the 1940
Act, and the rules, regulations and exemptions thereunder;

     (5)  make loans to other parties if, as a result, the aggregate value of
such loans would exceed one-third of a Fund's total assets.  For the purposes of
this limitation, entering into repurchase agreements, lending securities and
acquiring any debt securities are not deemed to be the making of loans;

     (6)  underwrite securities of other issuers, except to the extent that the
purchase of permitted investments directly from the issuer thereof or from an
underwriter for an issuer and the later disposition of such securities in
accordance with a Fund's investment program may be deemed to be an underwriting;

     (7)  purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the Fund from
investing in securities or other

                                       3
<PAGE>

instruments backed by real estate or securities of companies engaged in the real
estate business); nor

     (8)  purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Funds from purchasing or selling options and futures contracts, or from
investing in securities or other instruments backed by physical commodities, and
(iii) in the case of the Large Company Growth Fund purchasing securities of an
issuer which invests or deals in commodities or commodity contracts.

     Non-Fundamental Investment Policies
     -----------------------------------

     Each Fund has adopted the following non-fundamental policies which may be
changed by a vote of a majority of the Trustees of the Trust or at any time
without approval of such Fund's shareholders.

     (1)  Each Fund may invest in shares of other open-end management investment
companies, subject to the limitations of the 1940 Act, the rules thereunder, and
any orders obtained thereunder now or in the future. Other investment companies
in which the Funds invest can be expected to charge fees for operating expenses,
such as investment advisory and administration fees, that would be in addition
to those charged by a Fund.

     (2)  Each Fund may not invest or hold more than 15% of the Fund's net
assets in illiquid securities. For this purpose, illiquid securities include,
among others, (a) securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale, (b)
fixed time deposits that are subject to withdrawal penalties and that have
maturities of more than seven days, and (c) repurchase agreements not terminable
within seven days.

     (3)  Each Fund may invest in futures or options contracts regulated by the
CFTC for (i) bona fide hedging purposes within the meaning of the rules of the
CFTC and (ii) for other purposes if, as a result, no more than 5% of the Fund's
net assets would be invested in initial margin and premiums (excluding amounts
"in-the-money") required to establish the contracts.

          Each Fund (i) will  not hedge more than 50% of its total assets by
selling futures contracts, buying put options, and writing call options (so
called "short positions"),  (ii) will not buy futures contracts or write put
options whose underlying value exceeds 25% of the Fund's total assets, and (iii)
will not buy call options with a value exceeding 5% of the Fund's total assets.


     (4)  Each Fund may lend securities from its portfolio to certain pre-
approved brokers, dealers and financial institutions, in amounts not to exceed
(in the aggregate) the limits established by and under the 1940 Act, including
any exemptive relief obtained thereunder, which limits are currently one-third
of the value of a Fund's total assets (including the value of the collateral
received). Any such loans of portfolio securities will be fully

                                       4
<PAGE>


     collateralized based on values that are marked-to-market daily.

     (5)  Each Fund may not make investments for the purpose of exercising
control or management. (Investments by the Fund in entities created under the
laws of foreign countries solely to facilitate investment in securities in that
country will not be deemed the making of investments for the purpose of
exercising control.)

     (6)  Each Fund may not purchase securities on margin (except for short-term
credits necessary for the clearance of transactions).

     (7)  Each Fund may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short (short sales "against the box"), and provided that transactions in futures
contracts and options are not deemed to constitute selling securities short.

     (8)  Each Fund may not purchase interests, leases, or limited partnership
interests in oil, gas, or other mineral exploration or development programs.

                                       5
<PAGE>


                               INVESTMENT MODELS

  This section contains supplemental information about the proprietary
investment models used by Barclays Global Fund Advisors ("BGFA"), as sub-
advisor, to manage the Asset Allocation Fund's portfolios.

  Asset Allocation Model. The portfolio of investments for the Asset Allocation
Fund is determined with the assistance of an investment allocation model that
selects an optimal mix of assets from among common stocks, U.S. Treasury Bonds
and money market instruments in accordance with the long-term investment
objective of the Fund. BGFA compares the Asset Allocation Fund's investments
daily to the Asset Allocation Model's recommended allocation. The investment
model recommends allocations among each asset class in 5% increments only. Any
recommended reallocation will be implemented in accordance with trading policies
that have been designed to take advantage of market opportunities and to reduce
transaction costs. Under current trading policies employed by BGFA, recommended
reallocations may be implemented promptly upon receipt of recommendations or may
not be acted upon for as long as two or three months thereafter depending on
factors such as the percentage change from previous recommendations and the
consistency of recommended reallocations over a period of time. In addition, the
Asset Allocation Fund generally will invest the net proceeds from the sale of
shares of the Fund and will liquidate existing Fund investments to meet net
redemption requirements in a manner that best allows the Fund's existing asset
allocation to follow that recommended by the Model. Notwithstanding any
recommendation of the Model to the contrary, the Asset Allocation Fund will
generally maintain at least that portion of its assets in money market
instruments reasonably considered necessary to meet redemption requirements. In
general, cash maintained for short-term liquidity needs is only invested in U.S.
Treasury bills, shares of other mutual funds and repurchase agreements. There is
no requirement that the Fund maintain positions in any particular asset class or
classes.

  Wells Fargo Bank and BGFA manage other portfolios which also invest in
accordance with the Asset Allocation Model. The performance of each of those
other portfolios is likely to vary from each other and from the performance of
the Fund. Such variation in performance is primarily due to different
equilibrium asset mix assumptions used for the various portfolios, timing
differences in the implementation of the Model's recommendations and differences
in expenses and liquidity requirements.

  The Fund invests the common stock portion of its portfolio in the securities
of the S&P 500 Index. There are 500 common stocks, including Wells Fargo &
Company stock, that make up the S&P 500 Index. Standard & Poor's Ratings Group
("S&P") occasionally makes changes in the S&P 500 Index based on its criteria
for inclusion of stocks in the S&P 500 Index. The S&P 500 Index is market-
capitalization-weighted so that each stock in the S&P 500 Index represents its
proportion of the total market value of all stocks in the S&P 500 Index. In
making its stock investments, the policy of the Asset Allocation Fund is to
invest those assets in substantially the same stocks, and in substantially the
same percentages, as the S&P 500 Index, including Wells Fargo & Company stock.

                                       6
<PAGE>

  A key component of the Asset Allocation Model is a set of assumptions
concerning expected risk and return and investor attitudes toward risk which are
incorporated into the asset allocation decision. The principal inputs of
financial data to the Asset Allocation Model currently are (i) consensus
estimates of the earnings, dividends and payout ratios on a broad cross-section
of common stocks as reported by independent financial reporting services which
survey a broad cross-section of Wall Street analysts, (ii) the estimated current
yield to maturity on new long-term corporate bonds rated "AA" by S&P, (iii) the
present yield on money market instruments, (iv) the historical statistical
standard deviation in investment return for each class of asset, and (v) the
historical statistical correlation of investment returns among the various asset
classes in which the Asset Allocation Fund invests. Using this data, the Asset
Allocation Model is run daily to determine the recommended asset allocation.

  Although BGFA intends to use the Model as a basis for investment decisions,
BGFA may change from time to time the criteria and methods it uses to implement
the Model's recommendations if it believes such a change is desirable for the
Fund. Nevertheless, Wells Fargo Bank has continuing and exclusive authority over
the management of the Fund, the conduct of its affairs and the disposition of
the Funds' assets, and Wells Fargo Bank has the right to reject BGFA's
investment decisions for the Fund if Wells Fargo Bank determines that any such
decision is not consistent with the best interests of the Fund.

                                       7
<PAGE>


ADDITIONAL PERMITTED INVESTMENT ACTIVITIES AND ASSOCIATED RISKS

  For purposes of monitoring the investment policies and restrictions of the
Funds (with the exception of the loans of portfolio securities policy described
below), the amount of any securities lending collateral held by a Fund will be
excluded in calculating total assets.

  Asset-Backed Securities.  The Funds may purchase asset-backed securities
unrelated to mortgage loans. These asset-backed securities may consist of
undivided fractional interests in pools of consumer loans or receivables held in
trust. Examples include certificates for automobile receivables (CARS) and
credit card receivables (CARDS). Payments of principal and interest on these
asset-backed securities are "passed through" on a monthly or other periodic
basis to certificate holders and are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guaranty, or
subordination. The extent of credit enhancement varies, but usually amounts to
only a fraction of the asset-backed security's par value until exhausted.
Ultimately, asset-backed securities are dependent upon payment of the consumer
loans or receivables by individuals, and the certificate holder frequently has
no recourse to the entity that originated the loans or receivables. The actual
maturity and realized yield will vary based upon the prepayment experience of
the underlying asset pool and prevailing interest rates at the time of
prepayment. Asset-backed securities are relatively new instruments and may be
subject to greater risk of default during periods of economic downturn than
other instruments. Also, the secondary market for certain asset-backed
securities may not be as liquid as the market for other types of securities,
which could result in the Fund experiencing difficulty in valuing or liquidating
such securities.

  Bank Obligations.  The Funds may invest in bank obligations, including
certificates of deposit, time deposits, bankers' acceptances and other short-
term obligations of domestic banks, foreign subsidiaries of domestic banks,
foreign branches of domestic banks, and domestic and foreign branches of foreign
banks, domestic savings and loan associations and other banking institutions.
With respect to such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign branches of
foreign banks, a Fund may be subject to additional investment risks that are
different in some respects from those incurred by a Fund which invests only in
debt obligations of U.S. domestic issuers.  Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the payment of principal and interest
on these securities and the possible seizure or nationalization of foreign
deposits.  In addition, foreign branches of U.S. banks and foreign banks may be
subject to less stringent reserve requirements and to different accounting,
auditing, reporting and recordkeeping standards than those applicable to
domestic branches of U.S. banks.

  Certificates of deposit are negotiable certificates evidencing the obligation
of a bank to repay funds deposited with it for a specified period of time.

  Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate.  Time deposits which
may be held by a Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation ("FDIC").  Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft drawn on it by a
customer.

                                       8
<PAGE>

These instruments reflect the obligation both of the bank and of the
drawer to pay the face amount of the instrument upon maturity.  The other short-
term obligations may include uninsured, direct obligations, bearing fixed,
floating- or variable-interest rates.

  Bonds.  Certain of the debt instruments purchased by the Corporate Bond Fund
may be bonds. The Fund invests no more than 25% in bonds that are below
investment grade. A bond is an interest-bearing security issued by a company or
governmental unit. The issuer of a bond has a contractual obligation to pay
interest at a stated rate on specific dates and to repay principal (the bond's
face value) periodically or on a specified maturity date. An issuer may have the
right to redeem or "call" a bond before maturity, in which case the investor may
have to reinvest the proceeds at lower market rates. The value of fixed-rate
bonds will tend to fall when interest rates rise and rise when interest rates
fall. The value of "floating-rate" or "variable-rate" bonds, on the other hand,
fluctuate much less in response to market interest rate movements than the value
of fixed rate bonds.

  Bonds may be senior or subordinated obligations. Senior obligations generally
have the first claim on a corporation's earnings and assets and, in the event of
liquidation, are paid before subordinated debt. Bonds may be unsecured (backed
only by the issuer's general creditworthiness) or secured (also backed by
specified collateral).

  Commercial Paper.  The Funds may invest in commercial paper (including
variable amount master demand notes) which refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a maturity at the
time of issuance not exceeding nine months. Variable amount master demand notes
are demand obligations which permit the investment of fluctuating amounts at
varying market rates of interest pursuant to arrangements between the issuer and
a commercial bank acting as agent for the payee of such notes whereby both
parties have the right to vary the amount of the outstanding indebtedness on the
notes.  Investments by the Funds in commercial paper (including variable rate
demand notes and variable rate master demand notes issued by domestic and
foreign bank holding companies, corporations and financial institutions, as well
as similar instruments issued by government agencies and instrumentalities) will
consist of issues that are rated in one of the two highest rating categories by
a Nationally Recognized Statistical Ratings Organization ("NRRO").  Commercial
paper may include variable- and floating-rate instruments.

  Convertible Securities.  The Funds may invest in convertible securities that
provide current income and are issued by companies that have a strong earnings
and credit record. The Funds may purchase convertible securities that are fixed-
income debt securities or preferred stocks, and which may be converted at a
stated price within a specified period of time into a certain quantity of the
common stock of the same issuer. Convertible securities, while usually
subordinate to similar nonconvertible securities, are senior to common stocks in
an issuer's capital structure. Convertible securities offer flexibility by
providing the investor with a steady income stream (which generally yield a
lower amount than similar nonconvertible securities and a higher amount than
common stocks) as well as the opportunity to take advantage of increases in the
price of the issuer's common stock through the conversion


                                       9
<PAGE>


feature. Fluctuations in the convertible security's price can reflect changes in
the market value of the common stock or changes in market interest rates. At
most, 5% of each Fund's net assets will be invested, at the time of purchase, in
convertible securities that are not rated in the four highest rating categories
by one or more Narrows, such as Moody's Investors Service, Inc. ("Moody's") or
S&P, or unrated but determined by the advisor to be of comparable quality.

  Derivative Securities.  The Corporate Bond Fund may invest in various
instruments that may be considered "derivatives," including structured notes,
bonds or other instruments with interest rates that are determined by reference
to changes in the value of other interest rates, indices or financial indicators
("References") or the relative change in two or more References.  Some
derivative securities represent relatively recent innovations in the bond
markets, and the trading market for these instruments is less developed than the
markets for traditional types of debt instruments. It is uncertain how these
instruments will perform under different economic and interest rate scenarios.
Because certain of these instruments are leveraged, their market values may be
more volatile than other types of bonds and may present greater potential for
capital gain or loss.  Derivative securities and their underlying instruments
may experience periods of illiquidity, which could cause the Fund to hold a
security it might otherwise sell or could force the sale of a security at
inopportune times or for prices that do not reflect current market value. The
possibility of default by the issuer or the issuer's credit provider may be
greater for these structured and derivative instruments than for other types of
instruments.  As new types of derivative securities are developed and offered to
investors, the advisor will, consistent with the Fund's investment objective,
policies and quality standards, consider making investments in such new types of
derivative securities.

     Emerging Markets.  The Large Company Growth Fund may invest up to 20% of
its assets in equity securities of companies in "emerging markets" and the Small
Cap Growth Fund may invest no more than 25% of its assets in such securities.
The Funds consider the following factors, among others, in determining which


                                       10
<PAGE>


countries have emerging markets: (i) countries with an emerging stock market as
defined by the International Finance Corporation; (ii) countries with low- to
middle-income economies according to the International Bank for Reconstruction
and Development (more commonly referred to as the World Bank); and (iii)
countries listed in World Bank publications as developing.  The Advisor believes
that investment in equity securities of emerging market issuers offers
significant potential for long-term capital appreciation.

  There are special risks involved in investing in emerging-market countries.
Many investments in emerging markets can be considered speculative, and their
prices can be much more volatile than in the more developed nations of the
world. This difference reflects the greater uncertainties of investing in less
established markets and economies. The financial markets of emerging markets
countries are generally less well capitalized and thus securities of issuers
based in such countries may be less liquid. Most are heavily dependent on
international trade, and some are especially vulnerable to recessions in other
countries. Many of these countries are also sensitive to world commodity prices.
Some countries may still have obsolete financial systems, economic problems or
archaic legal systems. The currencies of certain emerging market countries, and
therefore the value o securities denominated in such currencies, may be more
volatile than currencies of developed countries. In addition, many of these
nations are experiencing political and social uncertainties.

     Floating- and Variable-Rate Obligations. The Funds may purchase floating-
and variable-rate obligations such as demand notes and bonds. Variable-rate
demand notes include master demand notes that are obligations that permit a Fund
to invest fluctuating amounts, which may change daily without penalty, pursuant
to direct arrangements between the Fund, as lender, and the borrower. The
interest rate on a floating-rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable-rate demand obligation is
adjusted automatically at specified intervals. The issuer of such obligations
ordinarily has a right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders of such obligations. Frequently,
such obligations are secured by letters of credit or other credit support
arrangements provided by banks.

  There generally is no established secondary market for these obligations
because they are direct lending arrangements between the lender and borrower.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, a Fund's right to redeem is dependent on the
ability of the borrower to pay principal and interest on demand.  Such
obligations frequently are not rated by credit rating agencies and each Fund may
invest in obligations which are not so rated only if the Advisor determines that
at the time of investment the obligations are of comparable quality to the other
obligations in which such Fund may invest. The Advisor, on behalf of each Fund,
considers on an ongoing basis the creditworthiness of the issuers of the
floating- and variable-rate demand obligations in such Fund's portfolio.  No
Fund will invest more than 15% of the value of its total net assets in floating-
or variable-rate demand obligations whose demand feature is not exercisable
within

                                       11
<PAGE>

seven days. Such obligations may be treated as liquid, if an active secondary
market exists. Floating- and variable-rate instruments are subject to interest-
rate risk and credit risk.

  The floating- and variable-rate instruments that the Funds may purchase
include certificates of participation in such instruments.










                                       12
<PAGE>

  Foreign Obligations.  The Funds may invest in foreign securities through
American Depositary Receipts ("ADRs"), Canadian Depositary Receipts ("CDRs"),
European Depositary Receipts ("EDRs"), International Depositary Receipts
("IDRs") and Global Depositary Receipts ("GDRs") or other similar securities
convertible into securities of foreign issuers. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs (sponsored or unsponsored) are receipts typically
issued by a U.S. bank or trust company and traded on a U.S. stock exchange, and
CDRs are receipts typically issued by a Canadian bank or trust company that
evidence ownership of underlying foreign securities. Issuers of unsponsored ADRs
are not contractually obligated to disclose material information in the U.S.
and, therefore, such information may not correlate to the market value of the
unsponsored ADR. EDRs and IDRs are receipts typically issued by European banks
and trust companies, and GDRs are receipts issued by either a U.S. or non-U.S.
banking institution, that evidence ownership of the underlying foreign
securities. Generally, ADRs in registered form are designed for use in U.S.
securities markets and EDRs and IDRs in bearer form are designed primarily for
use in Europe. Each Fund may not invest 25% or more of its assets in foreign
obligations.

  Investments in foreign obligations involve certain considerations that are not
typically associated with investing in domestic securities. There may be less
publicly available information about a foreign issuer than about a domestic
issuer. Foreign issuers also are not generally subject to the same accounting,
auditing and financial reporting standards or governmental supervision as
domestic issuers. In addition, with respect to certain foreign countries, taxes
may be withheld at the source under foreign tax laws, and there is a possibility
of expropriation or confiscatory taxation, political, social and monetary
instability or diplomatic developments that could adversely affect investments
in, the liquidity of, and the ability to enforce contractual obligations with
respect to, securities of issuers located in those countries.

  Investment income on certain foreign securities in which a Fund may invest may
be subject to foreign withholding or other taxes that could reduce the return on
these securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund
would be subject.

  Foreign Currency Transactions.  The Funds may enter into forward currency
exchange contracts in order to protect against uncertainty in the level of
future foreign exchange rates. A forward currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are entered
into the interbank market conducted between currency traders (usually large
commercial banks) and their customers. Forward currency exchange contracts may
be bought or sold to protect the Funds against a possible loss resulting from an
adverse change in the relationship between foreign currencies and the U.S.
dollar, or between foreign currencies. Although such contracts are intended to
minimize the risk of loss due to a decline in the value of the hedged currency,
at the same time, they tend to limit any potential gain which might result
should the value of such currency increase.

                                       13
<PAGE>

   Forward Commitments, When-Issued Purchases and Delayed-Delivery Transactions.
Each Fund may purchase or sell securities on a when-issued or delayed-delivery
basis and make contracts to purchase or sell securities for a fixed price at a
future date beyond customary settlement time.  Securities purchased or sold on a
when-issued, delayed-delivery or forward commitment basis involve a risk of loss
if the value of the security to be purchased declines, or the value of the
security to be sold increases, before the settlement date.

   Each Fund will segregate cash, U.S. Government obligations or other high-
quality debt instruments in an amount at least equal in value to the Fund's
commitments to purchase when-issued securities.  If the value of these assets
declines, the Fund will segregate additional liquid assets on a daily basis so
that the value of the segregated assets is equal to the amount of such
commitments.

   Illiquid Securities. The Funds may invest in securities not registered under
the 1933 Act and other securities subject to legal or other restrictions on
resale. Because such securities may be less liquid than other investments, they
may be difficult to sell promptly at an acceptable price. Delay or difficulty in
selling securities may result in a loss or be costly to the Fund. Each Fund may
invest up to 15% of its net assets in illiquid securities.

   Loans of Portfolio Securities.  Each Fund may lend its portfolio securities
pursuant to guidelines approved by the Board of Trustees of the Trust to
brokers, dealers and financial institutions, provided:  (1) the loan is secured
continuously by collateral consisting of cash, securities of the U.S.
Government, its agencies or instrumentalities, or an irrevocable letter of
credit issued by a bank organized under the laws of the United States, organized
under the laws of a State, or a foreign bank that has filed an agreement with
the Federal Reserve Board to comply with the same rules and regulations
applicable to U.S. banks in securities credit transactions, and such collateral
being maintained on a daily marked-to-market basis in an amount at least equal
to the current market value of the securities loaned plus any accrued interest
or dividends; (2) the Fund may at any time call the loan and obtain the return
of the securities loaned upon sufficient prior notification; (3) the Fund will
receive any interest or dividends paid on the loaned securities; and (4) the
aggregate market value of securities loaned will not at any time exceed the
limits established by the 1940 Act.

   A Fund will earn income for lending its securities because cash collateral
pursuant to these loans will be invested subject to the investment objectives,
principal investment strategies and policies of the Fund.  In connection with
lending securities, a Fund may pay reasonable finders, administrative and
custodial fees.  Loans of securities involve a risk that the borrower may fail
to return the securities or may fail to provide additional collateral.  In
either case, a Fund could experience delays in recovering securities or
collateral or could lose all or part of the value of the loaned securities.
Although voting rights, or rights to consent, attendant to securities on loan
pass to the borrower, such loans may be called at any time and will be called so
that the securities may be voted by a Fund if a

                                       14
<PAGE>


material event affecting the investment is to occur. A Fund may pay a portion of
the interest or fees earned from securities lending to a borrower or securities
lending agent.

   Lower Rated Securities.  The Corporate Bond Income Fund may invest up to 25%
of its net assets in non-investment grade bonds.  These are commonly known as
"junk bonds."  Their default and other risks are greater than those of higher
rated securities.  You should carefully consider these risks before investing in
the Fund.

   Various investment services publish ratings of some of the types of
securities in which the Fund may invest. Higher yields are ordinarily available
from securities in the lower rating categories, such as securities rated Ba or
lower Moody's Investors Service, Inc. ("Moody's) or BB or lower by Standard &
Poor's Ratings Group ("S&P"), or from unrated securities deemed by the Advisor
to be of comparable quality. These ratings represent the opinions of the rating
services with respect to the issuer's ability to pay interest and repay
principal. They do not purport to reflect the risk of fluctuations in market
value and are not absolute standards of quality. The Advisor will consider these
ratings in connection with the investment of the Fund's assets but they will not
be a determining or limiting factor.

   The Corporate Bond Fund may invest in securities regardless of their rating
or in securities that are unrated, including up to 5% of their assets in
securities that are in default at the time of purchase. As an operating policy,
however, the Funds will generally invest in securities that are rated at least
Caa by Moody's or CCC by S&P, except for defaulted securities as noted below, or
that are unrated but of comparable quality as determined by the Advisor.

   The Corporate Bond Fund may also buy debt securities of issuers that are not
currently paying interest, as well as issuers who are in default, and may keep
an issue that has defaulted.  The Fund will buy defaulted debt securities if, in
the opinion of advisors, they present an opportunity for later price recovery,
the issuer may resume interest payments, or other advantageous developments
appear likely in the near future.  In general, securities that default lose much
of their value before the actual default so that the security, and thus the net
asset value of the Funds would be impacted before the default.  Defaulted debt
securities may be illiquid and, as such, will be part of the 15% limit discussed
under "Illiquid Investments."

   If the rating on an issue held in the Fund's portfolio is changed by the
rating service or the security goes into default, this event will be considered
by the Fund in its evaluation of the overall investment merits of that security
but will not generally result in an automatic sale of the security.

   Certain of the high yielding, fixed-income securities in which the Fund may
invest may be purchased at a discount.  When held to maturity or retired, these
securities may include an element of capital gain.  Capital losses may be
realized when securities purchased at a

                                       15
<PAGE>


premium, that is, in excess of their stated or par value, are held to maturity
or are called or redeemed at a price lower than their purchase price. Capital
gains or losses also may be realized upon the sale of securities.

   Money Market Instruments and Temporary Investments.  The Funds may invest in
the following types of high quality money market instruments that have remaining
maturities not exceeding one year: (i) U.S. Government obligations; (ii)
negotiable certificates of deposit, bankers' acceptances and fixed time deposits
and other obligations of domestic banks (including foreign branches) that have
more than $1 billion in total assets at the time of investment and are members
of the Federal Reserve System or are examined by the Comptroller of the Currency
or whose deposits are insured by the FDIC; (iii) commercial paper rated at the
date of purchase "Prime-1" by Moody's or "A-1" or "A-1--" by S&P, or, if
unrated, of comparable quality as determined by Wells Fargo Bank, as investment
advisor; and (iv) repurchase agreements.  The Funds also may invest in short-
term U.S. dollar-denominated obligations of foreign banks (including U.S.
branches) that at the time of investment: (i) have more than $10 billion, or the
equivalent in other currencies, in total assets; (ii) are among the 75 largest
foreign banks in the world as determined on the basis of assets; (iii) have
branches or agencies in the United States; and (iv) in the opinion of Wells
Fargo Bank, as investment advisor, are of comparable quality to obligations of
U.S. banks which may be purchased by the Funds.

   Letters of Credit. Certain of the debt obligations (including certificates of
participation, commercial paper and other short-term obligations) which the
Funds may purchase may be backed by an unconditional and irrevocable letter of
credit of a bank, savings and loan association or insurance company which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks, savings and loan associations and insurance
companies which, in the opinion of Wells Fargo Bank, are of comparable quality
to issuers of other permitted investments of the Fund may be used for letter of
credit-backed investments.

   Repurchase Agreements.  A Fund may enter into repurchase agreements, wherein
the seller of a security to the Fund agrees to repurchase that security from the
Fund at a mutually agreed upon time and price.  A Fund may enter into repurchase
agreements only with respect to securities that could otherwise be purchased by
the Fund.  All repurchase agreements will be fully collateralized at 102% based
on values that are marked to market daily.  The maturities of the underlying
securities in a repurchase agreement transaction may be greater than twelve
months, although the maximum term of a repurchase agreement will always be less
than twelve months.  If the seller defaults and the value of the underlying
securities has declined, a Fund may incur a loss.  In addition, if bankruptcy
proceedings are commenced with respect to the seller of the security, the Fund's
disposition of the security may be delayed or limited.  Each Fund may not enter
into a repurchase agreement with a maturity of more than seven days, if, as a
result, more than 15% (10% for the Money Market Fund) of the market value of
such Fund's total net assets would be invested in repurchase agreements with
maturities of more than seven days, restricted securities and illiquid
securities.  A Fund will only enter into repurchase agreements with primary
broker/dealers and commercial banks that meet guidelines established by the
Board of Trustees

                                       16
<PAGE>

and that are not affiliated with the investment advisor. The Funds may
participate in pooled repurchase agreement transactions with other funds advised
by Wells Fargo Bank.

   Mortgage-Related Securities.  The Corporate Bond Fund may invest in mortgage-
related securities.  Mortgage pass-through securities are securities
representing interests in "pools" of mortgages in which payments of both
interest and principal on the securities are made monthly, in effect "passing
through" monthly payments made by the individual borrowers on the residential
mortgage loans which underlie the securities (net of fees paid to the issuer or
guarantor of the securities).  Payment of principal and interest on some
mortgage pass-through securities (but not the market value of the securities
themselves) may be guaranteed by the full faith and credit of the U.S.
Government or its agencies or instrumentalities.  Mortgage pass-through
securities created by non- government issuers (such as commercial banks, savings
and loan institutions, private mortgage insurance companies, mortgage bankers
and other secondary market issuers) may be supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance, and letters of credit, which may be issued by governmental entities,
private insurers or the mortgage poolers.

   Prepayment Risk.  The stated maturities of mortgage-related securities may be
shortened by unscheduled prepayments of principal on the underlying mortgages.
Therefore, it is not possible to predict accurately the average maturity of a
particular mortgage-related security .  Variations in the maturities of
mortgage-related securities will affect the yield of the Fund.  Early repayment
of principal on mortgage-related securities may expose the Fund to a lower rate
of return upon reinvestment of principal. Also, if a security subject to
prepayment has been purchased at a premium, in the event of prepayment the value
of the premium would be lost. Like other fixed-income securities, when interest
rates rise, the value of a mortgage-related security generally will decline;
however, when interest rates decline, the value of mortgage-related securities
with prepayment features may not increase as much as other fixed-income
securities.

   Collateralized Mortgage Obligations ("CMOs") and Adjustable Rate Mortgages
("ARMs").  The Corporate Bond Fund may also invest in investment grade CMOs.
CMOs may be collateralized by whole mortgage loans but are more typically
collateralized by portfolios of mortgage pass-through securities guaranteed by
the Government National Mortgage Association ("GNMA"), the Federal Home Loan
Mortgage Corporation ("FHLMC") or Federal National Mortgage Association
("FNMA"). CMOs are structured into multiple classes, with each class bearing a
different stated maturity. Payments of principal, including prepayments, are
first returned to investors holding the shortest maturity class; investors
holding the longer maturity classes receive principal only after the first class
has been retired. As new types of mortgage-related securities are developed and
offered to investors, the Advisor will, consistent with the Fund's investment
objective, policies and quality standards, consider making investments in such
new types of mortgage-related securities.

   The Fund may invest in ARMs issued or guaranteed by the GNMA, FNMA or the
FHLMC.  The full and timely payment of principal and interest on GNMA ARMs is
guaranteed by GNMA and backed by the full faith and credit of the U.S.
Government.  FNMA also guarantees full and timely payment of both interest and
principal, while FHLMC guarantees full and timely payment

                                       17
<PAGE>

of interest and ultimate payment of principal. FNMA and FHLMC ARMs are not
backed by the full faith and credit of the United States. However, because FNMA
and FHLMC are government-sponsored enterprises, these securities are generally
considered to be high quality investments that present minimal credit risks. The
yields provided by these ARMs have historically exceeded the yields on other
types of U.S. Government securities with comparable maturities, although there
can be no assurance that this historical performance will continue.

   The mortgages underlying ARMs guaranteed by GNMA are typically insured or
guaranteed by the Federal Housing Administration, the Veterans Administration or
the Farmers Home Administration, while those underlying ARMs issued by FNMA or
FHLMC are typically conventional residential mortgages which are not so insured
or guaranteed, but which conform to specific underwriting, size and maturity
standards.

   The interest rates on the mortgages underlying the ARMs and some of the CMOs
in which the Fund may invest generally are readjusted at periodic intervals
ranging from one year or less to several years in response to changes in a
predetermined commonly-recognized interest rate index.  The adjustable rate
feature should reduce, but will not eliminate, price fluctuations in such
securities, particularly when market interest rates fluctuate.  The net asset
value of the Fund's shares may fluctuate to the extent interest rates on
underlying mortgages differ from prevailing market interest rates during interim
periods between interest rate reset dates. Accordingly, investors could
experience some loss if they redeem their shares of the Fund or if the Fund
sells these portfolio securities before the interest rates on the underlying
mortgages are adjusted to reflect prevailing market interest rates.  The holder
of ARMs and CMOs are also subject to repayment risk.

   The Corporate Bond Fund will not invest in CMOs that, at the time of
purchase, are "high-risk mortgage securities" as defined in the then current
Federal Financial Institutions Examination Council Supervisory Policy Statement
on Securities Activities. High-risk mortgage securities are generally those with
long durations or those which are likely to be more sensitive to interest-rate
fluctuations.

   Options Trading. The Large Company Growth and Small Cap Funds may purchase or
sell options on individual securities or options on indices of securities as
described below.  The purchaser of an option risks a total loss of the premium
paid for the option if the price of the underlying security does not increase or
decrease sufficiently to justify the exercise of such option.  The seller of an
option, on the other hand, will recognize the premium as income if the option
expires unrecognized but foregoes any capital appreciation in excess of the
exercise price in the case of a call option and may be required to pay a price
in excess of current market value in the case of a put option.

   A call option for a particular security gives the purchaser of the option the
right to buy, and a writer the obligation to sell, the underlying security at
the stated exercise price at any time prior to the expiration of the option,
regardless of the market price of the security.  The premium paid to the writer
is in consideration for undertaking the obligation under the option contract.  A
put option for a particular security gives the purchaser the right to sell, and
the writer the option to

                                       18
<PAGE>

buy, the security at the stated exercise price at any time prior to the
expiration date of the option, regardless of the market price of the security.

   The Funds will write call options only if they are "covered."  In the case of
a call option on a security or currency, the option is "covered" if a Fund owns
the instrument underlying the call or has an absolute and immediate right to
acquire that instrument without additional cash consideration (or, if additional
cash consideration is required, cash, U.S. Government securities or other liquid
high grade debt obligations, in such amount are held in a segregated account by
the Fund's custodian) upon conversion or exchange of other securities held by
it. For a call option on an index, the option is covered if a Fund maintains
with its custodian a diversified portfolio of securities comprising the index or
liquid assets equal to the contract value.  A call option is also covered if a
Fund holds an offsetting call on the same instrument or index as the call
written.  The Funds will write put options only if they are "secured" by liquid
assets maintained in a segregated account by the Funds' custodian in an amount
not less than the exercise price of the option at all times during the option
period.

   Each Fund may buy put and call options and write covered call and secured put
options. Options trading is a highly specialized activity which entails greater
than ordinary investment risk.  Options may be more volatile than the underlying
instruments, and therefore, on a percentage basis, an investment in options may
be subject to greater fluctuation than an investment in the underlying
instruments themselves.  Purchasing options is a specialized investment
technique that entails a substantial risk of a complete loss of the amounts paid
as premiums to the writer of the option.  If the Advisor is incorrect in its
forecast of market value or other factors when writing options, the Fund would
be in a worse position than it would have been had if it had not written the
option.  If a Fund wishes to sell an underlying instrument (in the case of a
covered call option) or liquidate assets in a segregated account (in the case of
a secured put option), the Fund must purchase an offsetting option if available,
thereby incurring additional transactions costs.

   Below is a description of some of the types of options in which the Funds may
invest.

   A stock index option is an option contract whose value is based on the value
of a stock index at some future point in time.  Stock indexes fluctuate with
changes in the market values of the stocks included in the index.  The
effectiveness of purchasing or writing stock index options will depend upon the
extent to which price movements in a Fund's investment portfolio correlate with
price movements of the stock index selected.  Accordingly, successful use by a
Fund of options on stock indexes will be subject to the Advisor's ability to
correctly analyze movements in the direction of the stock market generally or of
particular industry or market segments.  When a Fund writes an option on a stock
index, the Fund will place in a segregated account with the Fund's custodian
cash or liquid securities in an amount at least equal to the market value of the
underlying stock index and will maintain the account while the option is open or
otherwise will cover the transaction.

   The Funds may invest in stock index futures contracts and options on stock
index futures contracts.  A stock index futures contract is an agreement in
which one party agrees to deliver to

                                       19
<PAGE>

the other an amount of cash equal to a specific dollar amount multiplied by the
difference between the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement is made. Stock
index futures contracts may be purchased to protect a Fund against an increase
in the prices of stocks that Fund intends to purchase. The purchase of options
on stock index futures contracts are similar to other options contracts as
described above, where a Fund pays a premium for the option to purchase or sell
a stock index futures contract for a specified price at a specified date. With
options on stock index futures contracts, a Fund risks the loss of the premium
paid for the option. The Funds may also invest in interest-rate futures
contracts and options on interest-rate futures contracts. These securities are
similar to stock index futures contracts and options on stock index futures
contracts, except they derive their price from an underlying interest rate
rather than a stock index.

   Interest-rate and index swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest (for example,
an exchange of floating-rate payments for fixed-rate payments).  Index swaps
involve the exchange by a Fund with another party of cash flows based upon the
performance of an index of securities.  Interest-rate swaps involve the exchange
by a Fund with another party of cash flows based upon the performance of a
specified interest rate.  In each case, the exchange commitments can involve
payments to be made in the same currency or in different currencies.  The Funds
will usually enter into swaps on a net basis.  In so doing, the two payment
streams are netted out, with a Fund receiving or paying, as the case may be,
only the net amount of the two payments.  If a Fund enters into a swap, it will
maintain a segregated account on a gross basis, unless the contract provides for
a segregated account on a net basis.  The risk of loss with respect to swaps
generally is limited to the net amount of payments that a Fund is contractually
obligated to make.  There is also a risk of a default by the other party to a
swap, in which case a Fund may not receive net amount of payments that the Fund
contractually is entitled to receive

   Other Investment Companies.  The Funds may invest in shares of other
registered investment companies, up to the limits prescribed in Section 12(d) of
the 1940 Act.  Under the 1940 Act, a Fund's investment in such securities
currently is generally limited to, subject to certain exceptions, (i) 3% of the
total voting stock of any one investment company, (ii) 5% of such Fund's net
assets with respect to any one investment company and (iii) 10% of such Fund's
net assets in aggregate.  Other investment companies in which the Funds invest
can be expected to charge fees for operating expenses such as investment
advisory and administration fees, that would be in addition to those charged by
the Funds.

   Privately Issued Securities.  The Funds may invest in privately issued
securities, including those which may be resold only in accordance with Rule
144A under the Securities Act of 1933 ("Rule 144A Securities"). Rule 144A
Securities are restricted securities that are not publicly traded. Accordingly,
the liquidity of the market for specific Rule 144A Securities may vary. Delay or
difficulty in selling such securities may result in a loss to a Fund. Privately
issued or Rule 144A securities that are determined by the investment advisor to
be "illiquid" are subject to the Funds' policy of not investing more than 15% of
its net assets in illiquid securities.  The investment advisor, under guidelines
approved by Board of Trustees of the Trust, will evaluate the liquidity
characteristics of each Rule 144A Security proposed for

                                       20
<PAGE>

purchase by a Fund on a case-by-case basis and will consider the following
factors, among others, in their evaluation: (1) the frequency of trades and
quotes for the Rule 144A Security; (2) the number of dealers willing to purchase
or sell the Rule 144A Security and the number of other potential purchasers; (3)
dealer undertakings to make a market in the Rule 144A Security; and (4) the
nature of the Rule 144A Security and the nature of the marketplace trades (e.g.,
the time needed to dispose of the Rule 144A Security, the method of soliciting
offers and the mechanics of transfer).



   Stripped Securities.  The Funds may purchase Treasury receipts and other
"stripped" securities that evidence ownership in either the future interest
payments or the future principal payments on U.S. Government and other
obligations.  The stripped securities the Funds may purchase are issued by the
U.S. Government (or a U.S. Government agency or instrumentality) or by private
issuers such as banks, corporations and other institutions at a discount to
their face value.  The Funds will not purchase stripped mortgage-backed
securities ("SMBS").  The stripped securities purchased by the Funds generally
are structured to make a lump-sum payment at maturity and do not make periodic
payments of principal or interest.  Hence, the duration of these securities
tends to be longer and they are therefore more sensitive to interest rate
fluctuations than similar securities that offer periodic payments over time.
The stripped securities purchased by the Funds are not subject to prepayment or
extension risk.



                                       21
<PAGE>



   U.S. Government Obligations.  The Funds may invest in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities ("U.S.
Government obligations"). Payment of principal and interest on U.S. Government
obligations (i) may be backed by the full faith and credit of the United States
(as with U.S. Treasury bills and Government National

                                       22
<PAGE>

Mortgage Association ("GNMA") certificates) or (ii) may be backed solely by the
issuing or guaranteeing agency or instrumentality itself (as with Federal
National Mortgage Association ("FNMA") notes). In the latter case investors must
look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, which agency or instrumentality may be
privately owned. There can be no assurance that the U.S. Government will provide
financial support to its agencies or instrumentalities where it is not obligated
to do so. In addition, U.S. Government obligations are subject to fluctuations
in market value due to fluctuations in market interest rates. As a general
matter, the value of debt instruments, including U.S. Government obligations,
declines when market interest rates increase and rises when market interest
rates decrease. Certain types of U.S. Government obligations are subject to
fluctuations in yield or value due to their structure or contract terms.

   Warrants.  Each of the Funds may invest no more than 5% of its net assets at
the time of purchase in warrants (other than those that have been acquired in
units or attached to other securities), and not more than 2% of its net assets
in warrants which are not listed on the New York or American Stock Exchange.
Warrants represent rights to purchase securities at a specific price valid for a
specific period of time. The prices of warrants do not necessarily correlate
with the prices of the underlying securities. The Funds may only purchase
warrants on securities in which the Fund may invest directly.

   Zero Coupon Bonds.  The Corporate Bond Fund may invest in zero coupon bonds.
Zero coupon bonds are securities that make no periodic interest payments, but
are instead sold at discounts from face value.  The buyer of such a bond
receives the rate of return by the gradual appreciation of the security, which
is redeemed at face value on a specified maturity date.  Because zero coupon
bonds bear no interest, they are more sensitive to interest-rate changes and are
therefore more volatile.  When interest rates rise, the discount to face value
of the security deepens and the securities decrease more rapidly in value, when
interest rates fall, zero coupon securities rise more rapidly in value because
the bonds carry fixed interest rates that become more attractive in a falling
interest rate environment.

   Nationally Recognized Ratings Organizations. The ratings of Moody's Investors
Service, Inc., Standard & Poor's Ratings Group, Division of McGraw Hill, Duff &
Phelps Credit Rating Co., Fitch Investors Service, Inc. Thomson Bank Watch and
IBCA Inc. represent their opinions as to the quality of debt securities. It
should be emphasized, however, that ratings are general and not absolute
standards of quality, and debt securities with the same maturity, interest rate
and rating may have different yields while debt securities of the same maturity
and interest rate with different ratings may have the same yield. Subsequent to
purchase by a Fund, an issue of debt securities may cease to be rated or its
rating may be reduced below the minimum rating required for purchase by a Fund.
The advisor will consider such an event in determining whether the Fund involved
should continue to hold the obligation.

                                 RISK FACTORS

   Investments in a Fund are not bank deposits or obligations of Wells Fargo
Bank, are not insured by the FDIC and are not insured against loss of principal.
When the value of the

                                       23
<PAGE>


securities that a Fund owns declines, so does the value of your Fund shares. You
should be prepared to accept some risk with the money you invest in a Fund.

   Equity Securities

   The portfolio equity securities of each Fund are subject to equity market
risk.  Equity market risk is the risk that stock prices will fluctuate or
decline over short or even extended periods.  Throughout 1998, the stock market,
as measured by the S&P 500 Index and other commonly used indices, has been
trading at or close to record levels.  There can be no guarantee that these
performance levels will continue. The portfolio debt instruments of a Fund are
subject to credit and interest-rate risk.  Credit risk is the risk that issuers
of the debt instruments in which a Fund invests may default on the payment of
principal and/or interest.  Interest-rate risk is the risk that increases in
market interest rates may adversely affect the value of the debt instruments in
which the Funds invest and hence the value of your investment in a Fund.

   The market value of a Fund's investment in fixed-income securities will
change in response to various factors, such as changes in market interest-rates
and the relative financial strength of an issuer. During periods of falling
interest rates, the value of fixed-income securities generally rises.
Conversely, during periods of rising interest rates, the value of such
securities generally declines. Debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater capital
appreciation and depreciation than obligations with shorter maturities.
Fluctuations in the market value of fixed-income securities can be reduced, but
not eliminated, by variable and floating-rate features.

   Securities rated in the fourth highest rating category are regarded by S&P as
having an adequate capacity to pay interest and repay principal, but changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make such repayments. Moody's considers such securities as having
speculative characteristics. Subsequent to its purchase by the Fund, an issue of
securities may cease to be rated or its rating may be reduced below the minimum
rating required for purchase by the Fund. The advisor will consider such an
event in determining whether a Fund should continue to hold the obligation.
Securities rated below the fourth highest rating category (sometimes called
"junk bonds") are often considered to be speculative and involve greater risk of
default or price changes due to changes in the issuer's credit-worthiness. The
market prices of these securities may fluctuate more than higher quality
securities and may decline significantly in periods of general economic
difficulty.

   There may be some additional risks associated with investments in smaller
and/or newer companies because their shares tend to be less liquid than
securities of larger companies. Further, shares of small and new companies are
generally more sensitive to purchase and sale transactions and changes in the
issuer's financial condition and, therefore, the prices of such stocks may be
more volatile than those of larger company stocks and may be subject to more
abrupt price movements than securities of larger companies.

                                       24
<PAGE>


   Investing in the securities of issuers in any foreign country, including
American Depository Receipts ("ADRs") and European Depository Receipts ("EDRs")
and similar securities, involves special risks and considerations not typically
associated with investing in U.S. companies. These include differences in
accounting, auditing and financial reporting standards; generally higher
commission rates on foreign portfolio transactions; the possibility of
nationalization, expropriation or confiscatory taxation; adverse changes in
investment or exchange control regulations (which may include suspension of the
ability to transfer currency from a country); and political, social and monetary
or diplomatic developments that could affect U.S. investments in foreign
countries. Additionally, dispositions of foreign securities and dividends and
interest payable on those securities may be subject to foreign taxes, including
withholding taxes. Foreign securities often trade with less frequency and volume
than domestic securities and, therefore, may exhibit greater price volatility.
Additional costs associated with an investment in foreign securities may include
higher custodial fees than apply to domestic custodial arrangements and
transaction costs of foreign currency conversions. Changes in foreign exchange
rates also will affect the value of securities denominated or quoted in
currencies other than the U.S. dollar. A Fund's performance may be affected
either unfavorably or favorably by fluctuations in the relative rates of
exchange between the currencies of different nations, by exchange control
regulations and by indigenous economic and political developments.

   There are special risks involved in investing in emerging-market countries.
Many investments in emerging markets can be considered speculative, and their
prices can be much more volatile than in the more developed nations of the
world. This difference reflects the greater uncertainties of investing in less
established markets and economies. In addition, the financial markets of
emerging markets countries are generally less well capitalized and thus
securities of issuers based in such countries may be less liquid.  Further, such
markets may be vulnerable to high inflation and interest rates.  Most are
heavily dependent on international trade, and some are especially vulnerable to
recessions in other countries. Some of these countries are also sensitive to
world commodity prices and may be subject to political and social uncertainties.

   Illiquid securities, which may include certain restricted securities, may be
difficult to sell promptly at an acceptable price. Certain restricted securities
may be subject to legal restrictions on resale. Delay or difficulty in selling
securities may result in a loss or be costly to a Fund.

   The advisor may use certain derivative investments or techniques, such as
buying and selling options and futures contracts and entering into currency
exchange contracts or swap agreements, to adjust the risk and return
characteristics of a Fund's portfolio. Derivatives are financial instruments
whose value is derived, at least in part, from the price of another security or
a specified asset, index or rate. Some derivatives may be more sensitive than
direct securities to changes in interest rates or sudden market moves. Some
derivatives also may be susceptible to fluctuations in yield or value due to
their structure or contract terms. If a Fund's advisor judges market conditions
incorrectly, the use of certain derivatives could result in a loss, regardless
of the advisor's intent in using the derivatives.

                                       25
<PAGE>


   The Non-Allocation Funds pursue an active trading investment strategy, and
the length of time a Fund has held a particular security is not generally a
consideration in investment decisions. Accordingly, the portfolio turnover rate
for the Funds may be higher than that of other funds that do not pursue an
active trading investment strategy. Portfolio turnover generally involves some
expense to a Fund, including brokerage commissions or dealer mark-ups and other
transaction costs on the sale of securities and the reinvestment in other
securities. Portfolio turnover also can generate short-term capital gains tax
consequences.

   Debt Securities

   The portfolio debt instruments of a Fund may be subject to credit risk.
Credit risk is the risk that the issuers of securities in which a Fund invests
may default in the payment of principal and/or interest. Interest rate risk is
the risk that increases in market interest rates may adversely affect the value
of the debt instruments in which a Fund invests and hence the value of your
investment in a Fund.

   The market value of a Fund's investments in fixed-income securities will
change in response to various factors, such as changes in market interest rates
and the relative financial strength of an issuer.  During periods of falling
interest rates, the value of fixed-income securities generally rises.
Conversely, during periods of rising interest rates, the value of such
securities generally declines. Debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater price
fluctuation than obligations with shorter maturities. Fluctuations in the market
value of fixed-income securities can be reduced, but not eliminated, by variable
rate or floating rate features. In addition, some of the asset-backed securities
in which the Funds invest are subject to extension risk. This is the risk that
when interest rates rise, prepayments of the underlying obligations slow,
thereby lengthening the duration and potentially reducing the value of these
securities.

   Although some of the Funds' portfolio securities are guaranteed by the U.S.
Government, its agencies or instrumentalities, such securities are subject to
interest rate risk and the market value of these securities, upon which the
Funds' daily net asset value are based, will fluctuate. No assurance can be
given that the U.S. Government would provide financial support to its agencies
or instrumentalities where it is not obligated to do so.

   Although GNMA securities are guaranteed by the U.S. Government as to timely
payment of principal and interest and ARMs are guaranteed by the U.S.
Government, its agencies or instrumentalities (including government-sponsored
enterprises as noted above), the market value of these securities, upon which
the Funds' daily net asset value is based, will fluctuate. The Funds are subject
to interest-rate risk, that is, the risk that increases in interest rates may
adversely affect the value of the securities in which the Funds invest, and
hence the value of your investment in the Funds.  The value of the securities in
which a Fund invests generally changes inversely to changes in interest rates.
However, the adjustable-rate feature of the mortgages underlying the ARMs and
the CMOs in which a

                                       26
<PAGE>


Fund may invest should reduce, but will not eliminate, price fluctuations in
such securities, particularly during periods of extreme fluctuations in market
interest rates.

   The full and timely payment of principal and interest on GNMA ARMs is
guaranteed by GNMA and backed by the full faith and credit of the U.S.
Government. FNMA also guarantees full and timely payment of both interest and
principal, while FHLMC guarantees full and timely payment of interest and
ultimate payment of principal.  FNMA and FHLMC ARMs are not backed by the full
faith and credit of the U.S. Government. However, because FNMA and FHLMC are
government-sponsored enterprises, these securities are considered by some
investors to be high-quality investments that present minimal credit risks. The
yields provided by these ARMs have historically exceeded the yields on other
types of U.S. Government securities with comparable maturities. Of course, there
can be no assurance that this historical performance will continue or that
either Fund, which are diversified funds, will meet its investment objective.

   Moreover, no assurance can be given that the U.S. Government would supply
financial support to U.S. Government-sponsored enterprises such as FNMA and
FHLMC in the event of a default in payment on the underlying mortgages which the
government- sponsored enterprise is unable to make good. Principal on the
mortgages underlying the mortgage pass-through securities in which the Funds may
invest may be prepaid in advance of maturity. Such prepayments tend to increase
when interest rates decline and may present a Fund with more principal to invest
at lower rates. The converse also tends to be the case.

   S&P and Moody's assign ratings based upon their judgment of the risk of
default (i.e., the risk that the issuer or guarantor may default in the payment
of principal and/or interest) of the securities underlying the CMOs. However,
investors should understand that most of the risk of these securities comes from
interest-rate risk (i.e.,  the risk that market interest rates may adversely
affect the value of the securities in which a Fund invests) and not from the
risk of default. CMOs may have significantly greater interest rate risk than
traditional government securities with identical ratings. The adjustable-rate
portions of CMOs have significantly less interest rate risk.

   The Funds may invest in illiquid securities which may include certain
restricted securities. Illiquid securities may be difficult to sell promptly at
an acceptable price. Certain restricted securities may be subject to legal
restrictions on resale. Delay or difficulty in selling securities may result in
a loss or be costly to a Fund.

   Wells Fargo Bank may use certain derivative investments or techniques, such
as investments in floating- and variable-rate instruments, structured notes and
certain U.S. Government obligations, to adjust the risk and return
characteristics of a Fund's portfolio. Derivatives are financial instruments
whose value is derived, at least in part, from the price of another security or
a specified asset, index or rate. Some derivatives may be more sensitive than
direct securities to changes in interest rates or sudden market moves. Some
derivatives also may be susceptible to fluctuations in yield or value due to
their structure or

                                       27
<PAGE>


contract terms. If Wells Fargo Bank judges market conditions incorrectly, the
use of certain derivatives could result in a loss, regardless of Wells Fargo
Bank's intent in using the derivatives.

   The Funds may invest up to 25% of their assets in "Yankee Bonds." Yankee
Bonds are U.S. dollar-denominated debt obligations issued in the U.S. by foreign
banks and corporations. Such investments may involve special risks and
considerations not typically associated with investing in U.S. companies. These
include differences in accounting, auditing and financial reporting standards;
generally higher commission rates on foreign portfolio transactions; the
possibility of nationalization, expropriation or confiscatory taxation; adverse
changes in investment or exchange control regulations (which may include
suspension of the ability to transfer currency from a country); and political
instability which could affect U.S. investments in foreign countries.
Additionally, dispositions of foreign securities and dividends and interest
payable on those securities may be subject to foreign taxes, including
withholding taxes. Foreign securities often trade with less frequency and volume
than domestic securities and, therefore, may exhibit greater price volatility. A
Fund's investments may be affected either unfavorably or favorably by
fluctuations in the relative rates of exchange between the currencies of
different nations, by exchange control regulations and by indigenous economic
and political developments.

   Concentration. As market conditions change, it is conceivable that all of the
assets of the Strategic Income Fund could be invested in common stocks or,
conversely, in debt securities. It is a fundamental policy of the Fund that
concentration of investment in a single industry may not exceed 25% of the
Fund's total assets.

   Money Market Fund

   The Money Market Fund under the 1940 Act, must comply with certain investment
criteria designed to provide liquidity, reduce risk, and allow the Funds to
maintain a stable net asset value of $1.00 per share.  The Fund's dollar-
weighted average portfolio maturity must not exceed 90 days.  Any security that
the Fund purchases must have a remaining maturity of not more than 397 days (13
months).  In addition, any security that the Fund purchases must present minimal
credit risks and be of "high quality," or be of the "highest quality."  "High
quality" means to be rated in the top two rating categories and "highest
quality" means to be rated only in the top rating category, by the requisite
NRSROs or, if unrated, determined to be of comparable quality to such rated
securities by Wells Fargo Bank, as the Fund's investment advisor, under
guidelines adopted by the Board of Trustees of the Trust.

   Generally, securities in which the Fund invests will not earn as high a yield
as securities of longer maturity and/or of lesser quality that are more subject
to market volatility.  The Money Market Fund attempts to maintain the value of
its shares at a constant $1.00 per share, although there can be no assurance
that the Fund will always be able to do so.

   General

                                       28
<PAGE>


   There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products.

                                  MANAGEMENT

   The following information supplements, and should be read in conjunction
with, the section in the Prospectus entitled "Organization and Management of the
Funds." The principal occupations during the past five years of the Trustees and
executive officers of Wells Fargo Variable Trust are listed below. The address
of each, unless otherwise indicated, is 111 Center Street, Little Rock, Arkansas
72201. Trustees deemed to be "interested persons" of Wells Fargo Variable Trust
for purposes of the 1940 Act are indicated by an asterisk.

<TABLE>
<CAPTION>
                                               Principal Occupations
Name, Age and Address              Position    During Past 5 Years
- ---------------------              --------    -------------------
<S>                                <C>         <C>
*Robert C. Brown, 65               Trustee     Director, Federal Farm Credit Banks
1431 Landings Place                            Funding Corporation and Farm Credit
Sarasota, FL 34231                             System Financial Assistance Corporation
                                               since February 1993.

Donald H. Burkhardt, 70            Trustee     Principal of the Burkhardt Law Firm.
777 South Steele Street
Denver, CO 80209

Jack S. Euphrat, 77                Trustee     Private Investor.
415 Walsh Road
Atherton, CA  94027.

Thomas S. Goho, 56                 Trustee     Business Associate Professor, Wake Forest
321 Beechcliff Court                           University, Calloway School of Business and
Winston-Salem, NC  27104                       Accountancy since 1994; previously Associate
                                               Professor of Finance.

Peter G. Gordon, 56                Trustee     Chairman and Co-Founder of Crystal Geyser
Crystal Geyser Water Co.                       Water Company and President of Crystal Geyser
55 Francisco Street, Suite 410                 Roxane Water Company since 1977.
San Francisco, CA  94133

*W. Rodney Hughes, 72              Trustee     Private Investor.
31 Dellwood Court
San Rafael, CA  94901

Richard M. Leach, 63               Trustee     President of Richard M. Leach Associates (a
P.O. Box 1888                                  financial consulting firm) since 1992.
New London, NH 03257
</TABLE>

                                       29
<PAGE>

<TABLE>
<S>                                <C>                   <C>
*J. Tucker Morse, 54               Trustee               Private Investor/Real Estate Developer;
Four Beaufain Street                                     Chairman of Vault Holdings, LLC.
Charleston, SC  29401

Timothy J. Penny, 45               Trustee               Senior Counselor to the public relations
500 North State Street                                   firm of Himle-Horner since January 1995
Waseca, MN 56095                                         and Senior Fellow at the Humphrey Institute,
                                                         Minneapolis, Minnesota (a public policy
                                                         organization) since January 1995.

Richard H. Blank, Jr., 42          Chief Operating       Vice President of Stephens Inc.; Director
                                   Officer, Secretary    of Stephens Sports Management Inc.; and
                                   and Treasurer         Director of Capo Inc.
</TABLE>



                                       30
<PAGE>



   Each of the Trustees and Officers listed above act in the identical
capacities for Wells Fargo Funds Trust and Wells Fargo Core Trust (collectively
the "Fund Complex").

                                       31
<PAGE>


Each Trustee receives an annual retainer (payable quarterly) of $40,000 from the
Fund Complex, and also receives a combined fee of $1,000 for attendance at Fund
Complex Board meetings, and a combined fee of $250 for attendance at committee
meetings. If a committee meeting is held absent a full Board meeting, each
attending Trustee will receive a $1,000 combined fee. These fees apply equally
for in-person or telephonic meetings, and Trustees are reimbursed for all out-
of-pocket expenses related to attending meetings. For 1999, the Trustees will
receive a pro rata share of the annual retainer, calculated from the closing
date of the Reorganization. The Trustees do not receive any retirement benefits
or deferred compensation from the Trust or an other member of the Fund
Complex.

     As of the date of this SAI, Trustees and officers of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of the Trust.

  Investment Advisor.  Each of the Funds is advised by Wells Fargo Bank pursuant
to an Advisory Contract. The Advisory Contract provides that Wells Fargo Bank
shall furnish to the Funds investment guidance and policy direction in
connection with the daily portfolio management of each Fund. Under the Advisory
Contract, Wells Fargo Bank furnishes to the Board of Trustees periodic reports
on the investment strategy and performance of each Fund. Wells Fargo Bank has
agreed to provide to the Funds, among other things, money market and fixed-
income research, analysis and statistical and economic data and information
concerning interest rate and security market trends, portfolio composition,
credit conditions and, in the case of the Corporate Bond Fund, average
maturities of the portfolios.  As compensation for its advisory services, Wells
Fargo Bank is entitled to receive a monthly fee at the annual rates indicated
below of each Fund's average daily net assets:

<TABLE>
<CAPTION>
                                                  Annual Rate
     Fund                               (as a percentage of net assets)
     ----                               -------------------------------
<S>                                     <C>
Asset Allocation                                     0.55%
Corporate Bond                                       0.45%
Equity Income                                        0.55%
Equity Value                                         0.55%
Growth                                               0.55%
International Equity                                 0.75%
Large Company Growth                                 0.55%
Money Market                                         0.40%
Small Cap Growth                                     0.75%
</TABLE>

                                       32
<PAGE>


   As discussed in the "Historical Fund Information" section, the Funds were
created as part of the reorganization of the Annuity Trust and Norwest Funds.
Therefore, the information shown below concerning the dollar amount of advisory
(and other) fees paid shows the dollar amount of fees paid to either Wells Fargo
Bank or NIM by the predecessor portfolio that is considered the surviving entity
for accounting purposes.

                          FORMER ANNUITY TRUST FUNDS

   Each of the predecessor Annuity Trust Funds were advised by Wells Fargo Bank
prior to the reorganization.  As compensation for its advisory services, Wells
Fargo Bank was entitled to receive a monthly fee at the annual rate of 0.60% of
each Fund's average daily net assets, with the exception of the Money Market
Fund, from which Wells Fargo Bank was entitled to receive 0.45% of the Fund's
average daily net assets.

   For the periods indicated below, the Funds paid to Wells Fargo Bank the
following advisory fees and Wells Fargo Bank waived the indicated amounts:

<TABLE>
<CAPTION>
                             Year Ended               Year Ended               Year Ended
                              12/31/98                 12/31/97                 12/31/96
                              --------                 --------                 --------
                           Fees        Fees         Fees        Fees        Fees         Fees
      Fund                 Paid       Waived        Paid       Waived       Paid        Waived
      ----                 ----       ------        ----       ------       ----        ------
<S>                      <C>         <C>          <C>         <C>         <C>          <C>
Asset Allocation         $474,140    $214,173     $419,704    $     0     $213,961     $24,043
Equity Value             $  5,392    $ 15,920        N/A        N/A         N/A          N/A
Growth                   $392,817    $118,761     $277,841    $40,391     $ 81,759     $46,059
Money Market             $ 26,238    $ 52,554     $ 42,375    $29,403     $ 15,620     $27,451
</TABLE>

__________________
*  The predecessor Stagecoach Equity Value Fund commenced operations on May 1,
1998.

                             FORMER NORWEST FUNDS

   Each of the predecessor Norwest Funds were advised by NIM prior to the
reorganization.  As compensation for its advisory services, NIM was entitled to
receive an advisory fee based on the average daily net assets of the respective
Fund at the annual rate of 0.80%.

   For the periods indicated below, the Funds paid to NIM the following advisory
fees and NIM waived the indicated amounts:

                                       33
<PAGE>

<TABLE>
<CAPTION>
                             Year Ended               Year Ended               Year Ended
                              12/31/98                 12/31/97                 12/31/96
                              --------                 --------                 --------
                           Fees        Fees         Fees        Fees        Fees         Fees
      Fund                 Paid       Waived        Paid       Waived       Paid        Waived
      ----                 ----       ------        ----       ------       ----        ------
<S>                      <C>         <C>          <C>         <C>         <C>          <C>
Equity Income            $507,440    $66,982      $172,660    $62,502     $23,198      $23,198
Small Cap Growth         $101,914    $65,543      $ 66,869    $62,651     $31,252      $31,252
</TABLE>

   General.  Each Fund's Advisory Contract will continue in effect for more than
   -------
two years from the effective date provided the continuance is approved annually
(i) by the holders of a majority of the respective Fund's outstanding voting
securities or by the Trust's Board of Trustees and (ii) by a majority of the
Trustees of the Trust who are not parties to the Advisory Contract or
"interested persons" (as defined in the 1940 Act) of any such party. A Fund's
Advisory Contract may be terminated on 60 days' written notice by either party
and will terminate automatically if assigned.

   Investment Sub-Advisors.  Wells Capital Management ("WCM") serves as sub-
advisor to the Funds (except the Asset Allocation Fund for which BGFA serves as
sub-advisor and the Large Company Growth Fund for which Peregrine Capital
Management, Inc. ("Peregrine") serves as sub-advisor (collectively, the "Sub-
Advisors").  The Sub-Advisors make recommendations regarding the investment and
reinvestment of the Funds' assets, furnish to Wells Fargo Bank periodic reports
on the investment activity and performance of the Funds, and furnish such
additional reports and information as Wells Fargo Bank and the Trust's Board of
Trustees and officers may reasonably request.  As compensation for sub-advisory
services, the Sub-Advisors are entitled to receive monthly fees at the annual
rates indicated below:


                                       34
<PAGE>


the Sub-Advisors are entitled to receive monthly fees at the annual rates
indicated below:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
                                                   Sub-Advisory
Fund                            Sub-Advisor            Fees
- ----------------------------------------------------------------------
<S>                       <C>                    <C>
Asset Allocation          BGFA                              0.15%
- ----------------------------------------------------------------------
Corporate Bond            WCM                      0-400M   0.15%
                                                 400-800M   0.125%
                                                    >800M   0.10%
- ----------------------------------------------------------------------
Equity Income             WCM                      0-200M   0.25%
                                                 200-400M   0.20%
                                                    >400M   0.15%
- ----------------------------------------------------------------------
Equity Value              WCM                      0-200M   0.25%
                                                 200-400M   0.20%
                                                    >400M   0.15%
- ----------------------------------------------------------------------
Growth                    WCM                      0-200M   0.25%
                                                 200-400M   0.20%
                                                    >400M   0.15%
- ----------------------------------------------------------------------
International Equity      WCM                      0-400M   0.35%
                                                 400-800M   0.25%
                                                    >800M   0.15%
- ----------------------------------------------------------------------
Large Company Growth      Peregrine                 0-25M   0.36%
                                                   25-50M   0.29%
                                                  50-275M   0.24%
                                                    >275M   0.15%
- ----------------------------------------------------------------------
Money Market              WCM                     0-1000M   0.05%
                                                   >1000M   0.04%
- ----------------------------------------------------------------------
Small Cap Growth          WCM                      0-200M   0.25%
                                                 200-400M   0.20%
                                                    >400M   0.15%
- ----------------------------------------------------------------------
</TABLE>

  General.  Each Fund's Sub-Advisory Contract will continue in effect for more
  -------
than two years from the effective date provided the continuance is approved
annually (i) by the holders of a majority of the respective Fund's outstanding
voting securities or (ii) by the Trust's Board of Trustees, including a majority
of the Trustees of the Company who are not parties to the Sub-Advisory Contract
or "interested persons" (as defined in the 1940 Act) of any such party.  A
Fund's Sub-Advisory Contract may be terminated on 60 days written notice by
either party and will terminate automatically if assigned.



                                       35
<PAGE>




  Administrator.  The Trust has retained Wells Fargo Bank as Administrator on
  -------------
behalf of each Fund. Under the Administration Agreement between Wells Fargo Bank
and the Trust, Wells Fargo Bank shall provide as administration services, among
other things: (i) general supervision of the Funds' operations, including
coordination of the services performed by each Fund's investment Advisor,
transfer agent, custodian, shareholder servicing agent(s), independent auditors
and legal counsel, regulatory compliance, including the compilation of
information for documents such as reports to, and filings with, the SEC and
state securities commissions; and preparation of proxy statements and
shareholder reports for each Fund; and (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports distributed
to the Trust's officers and Board of Trustees. Wells Fargo Bank also furnishes
office space and certain facilities required for conducting the Funds' business
together with ordinary clerical and bookkeeping services. The Administrator is
entitled to receive a fee of 0.15%, of the average daily net assets on an annual
basis of each Fund.

  As discussed in the "Historical Fund Information" section, the Funds were
created as part of the reorganization of Annuity Trust and Norwest Funds.
Therefore, the information shown below concerning the dollar amounts of
administration fees paid shows the dollar amount of fees paid to administrators
by the predecessor portfolio that is considered the surviving entity for
accounting purposes.

                           FORMER ANNUITY TRUST FUNDS

                                       36
<PAGE>


  Prior to the reorganization, Wells Fargo Bank served as administrator on
behalf of the predecessor Annuity Trust Funds and was entitled to receive a fee
of 0.15% of the average daily net assets of each Fund. Prior to March 25, 1999,
Wells Fargo Bank served as administrator and Stephens Inc. ("Stephens") served
as co-administrator for the Fund and each were entitled to receive 0.03% and
0.04%, respectively, of each Fund's average daily net assets on an annual basis.
Prior to February 1, 1998, Wells Fargo Bank and Stephens received monthly fees
of 0.04% and 0.02%, respectively, of the average daily net assets on an annual
basis of each Fund. In connection with the change in fees, the responsibility
for performing various administration services was shifted to the
Co-Administrator.

  Except as described below, prior to February 1, 1997, Stephens served as sole
Administrator and performed substantially the same services now provided by
Wells Fargo Bank. The Administration fees paid are listed below:

                                       37
<PAGE>

<TABLE>

                                         Year         Year          Year
                                         Ended        Ended         Ended
     Former Annuity Trust Fund         12/31/98      12/31/97      12/31/96
     -------------------------
     <S>                               <C>           <C>           <C>
     Asset Allocation                  $  77,161     $  36,082     $  16,872
     Equity Value                      $   1,438         N/A           N/A
     Growth                            $  57,090     $  28,024     $   6,291
     Money Market                      $   6,997     $   8,107     $       0
</TABLE>

                              FORMER NORWEST FUNDS

  With respect to the predecessor Norwest Funds, Forum Financial Services, Inc.
("Forum") managed all aspects of the operation of the Funds, except those which
were the responsibility of Forum Administrative Services, LLC ("FAS") as
administrator or Norwest in its capacity as administrator. For providing these
services, Forum was entitled to receive fees at the annual rate of 0.05% of the
average daily net assets of each Fund.

  For the periods indicated below, the following Funds paid the following dollar
amounts as administration fees:

<TABLE>
<CAPTION>
                                    Year           Year        Year
                                   Ended          Ended       Ended
     Former Norwest Fund          12/31/98      12/31/97     12/31/96
     -------------------
     <S>                          <C>           <C>          <C>
     Equity Income                $  63,430     $  30,354     $  5,799
     Small Cap Growth             $  12,740     $  12,351     $  7,813
</TABLE>

  Distributor.  Stephens Inc. ("Stephens," the "Distributor"), located at 111
  -----------
Center Street, Little Rock, Arkansas 72201, serves as Distributor for the Funds.
The Funds have adopted a distribution plan (a "Plan") under Section 12(b) of the
1940 Act and Rule 12b-1 thereunder (the "Rule"). The Plan was adopted by the
Trust's Board of Trustees, including a majority of the Trustees who were not
"interested persons" (as defined in the 1940 Act) of the Funds and who had no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan (the "Non-Interested Trustees").

  Under the Plan and pursuant to the related Distribution Agreement, each Fund
pays Stephens up to 0.25% of the average daily net assets attributable to the
Fund as compensation for distribution-related services or as reimbursement for
distribution-related expenses.

  The actual fee payable to the Distributor by the above-indicated Funds is
determined, within such limits, from time to time by mutual agreement between
the Trust and the Distributor and will not exceed the maximum sales charges
payable by mutual funds sold by members of the National Association of
Securities Dealers, Inc. ("NASD") under the Conduct Rules of the NASD.  The
Distributor may enter into selling agreements with one or more selling agents

                                       38
<PAGE>

(which may include Wells Fargo Bank and its affiliates) under which such agents
may receive compensation for distribution-related services from the Distributor,
including, but not limited to, commissions or other payments to such agents
based on the average daily net assets of Fund shares attributable to their
customers. The Distributor may retain any portion of the total distribution fee
payable thereunder to compensate it for distribution-related services provided
by it or to reimburse it for other distribution-related expenses.


  The predecessor Annuity Trust and Norwest Funds did not have a Distribution
Plan and therefore did not pay distribution fees prior to the reorganization.

  Custodian.  Norwest Bank Minnesota, N.A. ("Norwest Bank"), located at Norwest
  ---------
Center, 6th and Marquette, Minneapolis, Minnesota 55479, acts as Custodian for
each Fund except the Asset Allocation Fund for which Barclays Global Investors,
N.A. ("BGI"), located at 45 Fremont Street, 34th Floor, San Francisco,
California 94105, acts as custodian, and the International Equity Fund for which
Investors Bank & Trust Company ("IBT"), located at 200 Clarendon Street, Boston,
Massachusetts 02116, acts as custodian.  The Custodian, among other things,
maintains a custody account or accounts in the name of each Fund, receives and
delivers all assets for each Fund upon purchase and upon sale or maturity,
collects and receives all income and other payments and distributions on account
of the assets of each Fund

                                       39
<PAGE>


and pays all expenses of each Fund. For its services as Custodian, Norwest Bank
is entitled to receive fees as follows: 0.02% of the average daily net assets of
each Fund. With respect to the Asset Allocation Fund, BGI does not receive any
custody fees as long as BGFA serves as Sub-Advisor to the Fund. With respect to
the International Equity Fund, IBT is entitled to receive a domestic custody fee
of 0.01% of the average daily net assets of the Fund and transaction fees and
basis point fees depending on the country in which the foreign assets are
held.

  Fund Accountant.  Forum Accounting Services, LLC ("Forum Accounting"), located
  ---------------
at Two Portland Square, Portland, Maine 04101, acts as Fund Accountant for the
Corporate Bond, Equity Income, Large Company Growth and Small Company Growth
Funds.  Wells Fargo Bank serves as Fund Accountant for the Asset Allocation,
Equity Value, Growth, International Equity and Money Market Funds.  It is
anticipated that by April 2000, Forum Accounting will serve as Fund Accountant
for each Fund, including the Funds for which Wells Fargo Bank currently acts as
Fund Accountant.

  If the conversion to Forum Accounting does not occur on or before April 1,
2000, Wells Fargo Bank will continue to serve as Fund Accountant until the
conversion occurs, but not longer than one year from September 20, 1999, at
which time it is anticipated that Forum Accounting will serve as Fund Accountant
for the Funds.  Wells Fargo Bank and Norwest Bank are entitled to receive the
same fees for providing fund accounting services.

  For their services as Fund Accountant, Forum Accounting and Wells Fargo Bank
are entitled to receive a monthly base fee per Fund ranging from $2,000 for
gateway Funds up to $5,833 for Funds with significant holdings of asset-backed
securities.  In addition, each Fund pays a monthly fee of $1,000 per class.
Forum Accounting and Wells Fargo Bank are also entitled to receive a fee equal
to 0.0025% of the average annual daily net assets of each Fund (excluding the
net assets invested in core portfolios of Core Trust which pays Forum Accounting
a similar fee).

  Transfer and Dividend Disbursing Agent.  Boston Financial Data Services, Inc.
  --------------------------------------
("BFDS"), located at Two Heritage Drive, Quincy, Massachusetts 02171, acts as
Transfer and Dividend Disbursing Agent for the Funds.  For providing such
services, BFDS is entitled to receive a per-account fee as indicated in the
chart below.

- ---------------------------------------------------------
      BFDS Fees
- ---------------------------------------------------------
      Annual Account Service Fees
- ---------------------------------------------------------
           Direct Accounts             $  19.50
- ---------------------------------------------------------
           Level Three                 $  12.00
           Networked Accounts
- ---------------------------------------------------------


                                       40
<PAGE>


- --------------------------------------------------------------
           Closed Account Fee          $   2.00
- --------------------------------------------------------------
           Complex Base Fee*           $100,000
- --------------------------------------------------------------
      Activity Based Fees
- --------------------------------------------------------------
           Telephone Calls             $3.00/each
- --------------------------------------------------------------
      Conversion Fees
- --------------------------------------------------------------
           Per Account Fee             $   2.00
- --------------------------------------------------------------
      IRA Custodial Fees
- --------------------------------------------------------------
           Annual Maintenance          $10.00/account
- --------------------------------------------------------------
      Dedicated Programming
- --------------------------------------------------------------
           Per Dedicated               $150,000/per year
           Associate
- --------------------------------------------------------------

____________________
*    Represents fee paid to BFDS by all the Funds of the Trust, Wells Fargo
Funds Trust and Wells Fargo Core Trust.

     Underwriting Commissions.  Stephens serves as the principal underwriter
     ------------------------
distributing securities of the Funds on a continuous basis. Stephens served as
principal underwriter of the Annuity Trust predecessor portfolios and Forum
served as underwriter of the predecessor Norwest portfolios. Stephens and Forum
did not, and Stephens does not, receive commissions in relation to the provision
of underwriting services.


                           PERFORMANCE CALCULATIONS

     The Funds may advertise certain yield and total return information.
Quotations of yield and total return reflect only the performance of a
hypothetical investment in a Fund or class of shares during the particular time
period shown. Yield and total return vary based on changes in the market
conditions and the level of a Fund's expenses, and no reported performance
figure should be considered an indication of performance which may be expected
in the future.

     In connection with communicating its performance to current or prospective
shareholders, these figures may also be compared to the performance of other
mutual funds tracked by mutual fund rating services or to unmanaged indices
which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.

                                       41
<PAGE>


     Performance information for a Fund or Class of shares in a Fund may be
useful in reviewing the performance of such Fund or Class of shares and for
providing a basis for comparison with investment alternatives. The yield of a
Fund and the yield of a Class of shares in a Fund, however, may not be
comparable to the yields from investment alternatives because of differences in
the foregoing variables and differences in the methods used to value portfolio
securities, compute expenses and calculate yield.

     Performance information may be advertised for non-standardized periods,
including year-to-date and other periods less than a year for the Funds.

     Average Annual Total Return: Each Fund may advertise certain total return
information. Any Fund advertising would be accompanied by performance
information of the related insurance company separate accounts or by an
explanation that Fund performance information does not reflect separate account
fees and charges. As and to the extent required by the SEC, an average annual
total rate of return ("T") is computed by using the redeemable value at the end
of a specified period ("ERV") of a hypothetical initial investment of $1,000
("P") over a period of years ("n") according to the following formula: P(1+T)n =
ERV.

     For the year ended December 31, 1998, the following chart provides the
average annual returns for the Funds listed below:

                                       42
<PAGE>


<TABLE>
<CAPTION>
Fund                         Inception        Five Year       Three Year        One Year
- ----                         ---------        ---------       ----------       ---------
<S>                          <C>              <C>             <C>              <C>
Asset Allocation             18.24%           N/A             19.06%           25.26%
Corporate Bond               N/A              N/A             N/A              N/A
Equity Income                20.71%           N/A             N/A              18.42%
Equity Value                 N/A              N/A             N/A              -3.76%
Growth                       21.42%           N/A             22.77%           28.81%
International Equity         N/A              N/A             N/A              N/A
Large Company Growth         N/A              N/A             N/A              N/A
Money Market                 4.91%            N/A             4.84%            4.77%
Small Cap Growth             10.26%           N/A             5.88%            -14.47%
</TABLE>
____________________
* As of December 31, 1998.

  Cumulative Total Return: In addition to the above performance information, the
Funds may advertise cumulative total return of shares. Cumulative total return
of shares is computed on a per share basis and assumes the reinvestment of
dividends and distributions. Cumulative total return of shares generally is
expressed as a percentage rate which is calculated by combining the income and
principal charges for a specified period and dividing by the net asset value per
share at the beginning of the period. Advertisements may include the percentage
rate of total return of shares or may include the value of a hypothetical
investment in shares at the end of the period which assumes the application of
the percentage rate of total return.

  For the year ended December 31, 1998, the following chart provides the
cumulative total return for the Funds listed below:

<TABLE>
<CAPTION>
Fund                         Inception        Five Year       Three Year
- ----                         ---------        ---------       ----------
<S>                          <C>              <C>             <C>
Asset Allocation             120.08%          N/A             68.76%
Corporate Bond               N/A              N/A             N/A
Equity Income                 59.19%          N/A             N/A
Equity Value                  -3.76%          N/A             N/A
Growth                       149.75%          N/A             85.01%
International Equity         N/A              N/A             N/A
Large Company Growth         N/A              N/A             N/A
Money Market                 24.76%           N/A             15.24%
Small Cap Growth             36.24%           N/A             18.69%
</TABLE>

  Yield Calculations:  The Corporate Bond and Money Market Funds may advertise
certain yield information. As and to the extent required by the SEC, yield is
calculated based on a 30-day (or one month) period, computed by dividing the net
investment income per share earned during the period by the net asset value per
share on

                                       43
<PAGE>


the last day of the period, according to the following formula: YIELD = 2[((a-
b/cd)+1)6-1], where a = dividends and interest earned during the period; b =
expenses accrued for the period (net of reimbursements); c = the average daily
number of shares outstanding during the period that were entitled to receive
dividends; and d = the net asset value per share on the last day of the period.
The net investment income of each Fund includes actual interest income, plus or
minus amortized purchase discount (which may include original issue discount) or
premium, less accrued expenses. Realized and unrealized gains and losses on
portfolio securities are not included in the Funds' net investment income.

  The yields for the Corporate Bond Fund will fluctuate from time to time,
unlike bank deposits or other investments that pay a fixed yield for a stated
period of time, and do not provide a basis for determining future yields since
they are based on historical data. Yield is a function of portfolio quality,
composition, maturity and market conditions as well as the expenses allocated to
the Fund.

  In addition, investors should recognize that changes in the net asset value of
shares of the Corporate Bond Fund will affect the yield of the Fund for any
specified period, and such changes should be considered together with the Fund's
yield in ascertaining the Fund's total return to shareholders for the period.
Yield information for the Funds may be useful in reviewing the performance of
the Funds and for providing a basis for comparison with investment alternatives.
The yield of a Fund, however, may not be comparable to the yields from
investment alternatives because of differences in the foregoing variables and
differences in the methods used to value portfolio securities, compute expenses
and calculate yield.

  From time to time, and only to the extent the comparison is appropriate for a
Fund, Wells Fargo Variable Trust may quote the Fund's performance or price-
earning ratio in advertising and other types of literature as compared to the
performance of the S&P 500 Index, the Dow Jones Industrial Average, the Wilshire
5000 Equity Index, the Lehman Brothers 20+ Treasury Index, the Lehman Brothers
5-7 Year Treasury Index, Donoghue's Money Fund Averages, Real Estate Investment
Averages (as reported by the National Association of Real Estate Investment
Trusts), Gold Investment Averages (provided by the World Gold Council), Bank
Averages (which is calculated from figures supplied by the U.S. League of
Savings Institutions based on effective annual rates of interest on both
passbook and certificate accounts), average annualized certificate of deposit
rates (from the Federal Reserve G-13 Statistical Releases or the Bank Rate
Monitor), the Salomon One Year Treasury Benchmark Index, the Consumer Price
Index (as published by the U.S. Bureau of Labor Statistics), Ten Year U.S.
Government Bond Average, S&P's Corporate Bond Yield Averages, Schabacter
Investment Management Indices, Salomon Brothers High Grade Bond Index, Lehman
Brothers Long-Term High Quality Government/Corporate Bond Index, other managed
or unmanaged indices or performance data of bonds, stocks or government
securities (including data provided by Ibbotson Associates), or by other
services,

                                       44
<PAGE>

companies, publications or persons who monitor mutual funds on overall
performance or other criteria. The S&P 500 Index and the Dow Jones Industrial
Average are unmanaged indices of selected common stock prices. Unmanaged indices
may assume the reinvestment of dividends, but generally do not reflect
deductions for administrative and management costs and expenses. Managed indices
generally do reflect such deductions.

  The Funds' performance also may be compared to those of other mutual funds
having similar objectives. This comparative performance could be expressed as a
ranking prepared by Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Bloomberg Financial Markets or Morningstar, Inc.,
independent services which monitor the performance of mutual funds. The Funds'
performance is calculated by relating net asset value per share at the beginning
of a stated period to the net asset value of the investment, assuming
reinvestment of all gains distributions and dividends paid, at the end of the
period. The Money Market Fund's comparative performance will be based on a
comparison of yields, as described above, or total return, as reported by
Lipper, Survey Publications, Donoghue or Morningstar, Inc.

  Any such comparisons may be useful to investors who wish to compare a Fund's
past performance with that of its competitors. Of course, past performance
cannot be a guarantee of future results. Wells Fargo Variable Trust also may
include, from time to time, a reference to certain marketing approaches of the
Distributor, including, for example, a reference to a potential holder being
contacted by a selected broker or dealer. General mutual fund statistics
provided by the Investment Company Institute may also be used.

  Wells Fargo Variable Trust also may disclose, in advertising and other types
of literature, information and statements that Wells Capital Management, Inc.
("WCM" formerly, WFIM), a division of Wells Fargo Bank, is listed in the top 100
by Institutional Investor magazine in its July 1997 survey "America's Top 300
Money Managers." This survey ranks money managers in several asset categories.
Wells Fargo Variable Trust also may disclose in advertising and other types of
sales literature the assets and categories of assets under management by its
investment advisor or sub-advisor and the total amount of assets and mutual fund
assets managed by Wells Fargo Bank. As of June 30, 1999, Wells Fargo Bank and
its affiliates provided investment advisory services for approximately $131
billion of assets of individuals, trusts, estates and institutions and $55
billion of mutual fund assets.

  In addition, Wells Fargo Variable Trust also may use, in advertisements and
other types of literature, information and statements: (1) showing that bank
savings accounts offer a guaranteed return of principal and a fixed rate of
interest, but no opportunity for capital growth; and (2) describing Wells Fargo
Bank, and its affiliates and predecessors, as one of the first investment
managers to advise investment accounts using asset allocation and index
strategies. Wells Fargo Variable Trust also may include in advertising and other
types of literature information and other data from reports and studies prepared
by the Tax Foundation, including information regarding federal and state tax
levels and the related "Tax Freedom Day."

  Wells Fargo Variable Trust also may use the following information in
advertisements and other types of literature, only to the extent the information
is appropriate for a Fund: (i) the

                                       45
<PAGE>

Consumer Price Index may be used to assess the real rate of return from an
investment in a Fund; (ii) other government statistics, including, but not
limited to, The Survey of Current Business, may be used to illustrate investment
attributes of a Fund or the general economic, business, investment, or financial
environment in which a Fund operates; (iii) the effect of tax-deferred
compounding on the investment returns of a Fund, or on returns in general, may
be illustrated by graphs, charts, etc., where such graphs or charts would
compare, at various points in time, the return from an investment in a Fund (or
returns in general) on a tax deferred basis (assuming reinvestment of capital
gains and dividends and assuming one or more tax rates) with the return on a
taxable basis; and (iv) the sectors or industries in which a Fund invests may be
compared to relevant indices of stocks or surveys (e.g., S&P Industry Surveys)
to evaluate a Fund's historical performance or current or potential value with
respect to the particular industry or sector.

  Wells Fargo Variable Trust also may discuss in advertising and other types of
literature that a Fund has been assigned a rating by an NRSRO, such as Standard
& Poor's Corporation. Such rating would assess the creditworthiness of the
investments held by a Fund. The assigned rating would not be a recommendation to
purchase, sell or hold a Fund's shares since the rating would not comment on the
net asset value of the Fund's shares or the suitability of the Fund for a
particular investor. In addition, the assigned rating would be subject to
change, suspension or withdrawal as a result of changes in, or unavailability
of, information relating to the Fund or its investments. Wells Fargo Variable
Trust may compare a Fund's performance with other investments which are assigned
ratings by NRSROs. Any such comparisons may be useful to investors who wish to
compare the Fund's past performance with other rated investments.

     Effective Yield:  Effective yields for the Money Market Fund is based on
     ---------------
the change in the value of a hypothetical investment (exclusive of capital
changes) over a particular seven-day (or thirty-day) period, less a pro-rata
share of each Fund's expenses accrued over that period (the "base period"), and
stated as a percentage of the investment at the start of the base period (the
"base period return").  The base period return is then annualized multiplying by
365/7 (or 365/30 for thirty-day yield), with the resulting yield figure carried
to at least the nearest hundredth of one percent.  "Effective yield" for the
Fund assumes that all dividends received during the period have been reinvested.
Calculation of "effective yield" begins with the same "base period return" used
in the calculation of yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:

         Effective Seven-Day Yield = [(Base Period Return +1)365/7]-1

            Yield for the Applicable Period Ended December 31, 1999
            -------------------------------------------------------


                                      Seven-Day
    Fund                                Yield
    ----                                -----

Money Market                            4.35%

                       DETERMINATION OF NET ASSET VALUE

                                       46
<PAGE>


  Net asset value per share for each of the Funds is determined by the custodian
of the Fund at 1:00 p.m. (Pacific time) on each day the New York Stock Exchange
("NYSE") is open for trading except the Money Market Fund. Net asset value per
share for the Money Market Fund is determined by the custodian at 9:00 a.m.
(Pacific time) on each day Wells Fargo Bank is open for business.

  Non-Money Market Funds. Securities for which market quotations are available
  ----------------------
are valued at latest prices. Securities for which the primary market is a
national securities exchange or the National Association of Securities Dealers
Automated Quotations National Market System are valued at last sale prices. In
the absence of any sale of such securities on the valuation date and in the case
of other securities, including U.S. Government obligations but excluding debt
instruments maturing in 60 days or less, the valuations are based on latest
quoted bid prices. If the values reported on a foreign exchange are materially
affected by events occurring after the close of foreign exchange, assets may be
valued by a method that the Board of Trustees believes accurately reflects fair
value. Debt instruments maturing in 60 days or less are valued at amortized
cost. Futures contracts are marked to market daily at their respective
settlement prices determined by the relevant exchange. These prices are not
necessarily final closing prices but are intended to represent prices prevailing
during the final 30 seconds of the trading day. Options listed on a national
exchange are valued at the last sale price on the exchange on which they are
traded at the close of the NYSE, or, in the absence of any sale on the valuation
date, at latest quoted bid prices. Options not listed on a national exchange are
valued at latest quoted bid prices. In all cases, bid prices are furnished by a
reputable independent pricing service approved by the Board of Trustees. Prices
provided by an independent pricing service may be determined without exclusive
reliance on quoted prices and may take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data. All other securities and other assets of the Funds for which current
market quotations are not readily available are valued at fair value as
determined in good faith by Wells Fargo Variable Trust's Trustees and in
accordance with procedures adopted by the Trustees.


  Money Market Fund.  The Money Market Fund uses the amortized cost method to
  -----------------
determine the value of its portfolio securities pursuant to Rule 2a-7 under the
1940 Act. The amortized cost method involves valuing a security at its cost and
amortizing any discount or premium over the period until maturity, regardless of
the impact of fluctuating interest rates on the market value of the security.
While this method provides certainty in valuation, it may result in periods
during which the value, as determined by amortized cost, is higher or lower than
the price that the Fund would receive if the security were sold. During these
periods the yield to a shareholder any differ somewhat from that which could be
obtained from a similar fund that uses a method of valuation based upon market
prices. Thus, during periods of declining interest rates, if the use of the
amortized cost method resulted in a lower value of the Fund's portfolio on a
particular day, a prospective investor in the Fund would be able to obtain a
somewhat higher yield than would result from investment in a fund using solely
market values, and existing Fund shareholders would receive correspondingly less
income. The converse would apply during periods of rising interest rates.

  Rule 2 a-7 provides that in order to value its portfolio using the amortized
cost method, the Fund must maintain a dollar-weighed average portfolio maturity
of 90 days or less, purchase securities having remaining maturities (as defined
in Rule 2a-7) of thirteen months or less and invest only in those high-quality
securities that are determined by the Board of Trustees to present minimal
credit risks. The maturity of an instrument is generally deemed to be the period
remaining until the date when the principal amount thereof is due or the date on
which the instrument is to be redeemed. However, Rule 2a-7 provides that the
maturity of an instrument may be deemed shorter in the case of certain
instruments, including certain variable and floating rate instruments subject to
demand features. Pursuant to Rule 2a-7, the Board is required to establish
procedures designed to stabilize, to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and redemptions at $1.00.
Such procedures include review of the Fund's portfolio holdings by the Board of
Trustees, at such intervals as it may deem appropriate, to determine whether the
Fund's net asset value calculated by using available market quotations deviates
from $1.00 per share based on amortized cost. The extent of any deviation will
be examined by the Board of Trustees. If such deviation exceeds 1/2 of 1%, the
Board will promptly consider what action, if any, will be initiated. In the
event the Board determines that a deviation exists that may result in material
dilution or other unfair results to investors or existing shareholders, the
Board will take such corrective action as it regards as necessary and
appropriate including the sale of portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity,
withholding dividends or establishing a net asset value per share by using
available market quotations. It is the intention of the Fund to maintain a per
share net asset value of $1.00, but there can be no assurance that each Fund
will do so.

                                      47
<PAGE>







                ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

     Payment for shares may, in the discretion of the advisor, be made in the
form of securities that are permissible investments for the Funds as described
in the Prospectuses. For further information about this form of payment please
contact Stephens. In connection with an in-kind securities payment, the Funds
will require, among other things, that the securities be valued on the day of
purchase in accordance with the pricing methods used by a Fund and that such
Fund receives satisfactory assurances that (i) it will have good and marketable
title to the securities received by it; (ii) that the securities are in proper
form for transfer to the Fund; and (iii) adequate information will be provided
concerning the basis and other matters relating to the securities.

     As indicated in the Prospectus, the Trust may suspend redemption rights or
postpone redemption payments for such periods as are permitted under the 1940
Act. The Trust may also redeem shares involuntarily or make payment for
redemption in securities or other property if it appears appropriate to do so in
light of Wells Fargo Variable Trust's responsibilities under the 1940 Act.

                            PORTFOLIO TRANSACTIONS

     Purchases and sales of equity securities on a securities exchange are
effected through brokers who charge a negotiated commission for their services.
Orders may be directed to any broker

                                       48
<PAGE>

including, to the extent and in the manner permitted by applicable law, Stephens
or Wells Fargo Securities Inc. In the over-the-counter market, securities are
generally traded on a "net" basis with dealers acting as principal for their own
accounts without a stated commission, although the price of the security usually
includes a profit to the dealer. In underwritten offerings, securities are
purchased at a fixed price that includes an amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.

     Purchases and sales of non-equity securities are usually principal
transactions. Non-equity securities normally are purchased or sold from or to
dealers serving as market makers for the securities at a net price. Each of the
Funds also may purchase portfolio securities in underwritten offerings and may
purchase securities directly from the issuer. Generally, money market securities
are traded on a net basis and do not involve brokerage commissions. The cost of
executing non-equity securities transactions consists primarily of dealer
spreads and underwriting commissions. Under the 1940 Act, persons affiliated
with Wells Fargo Variable Trust are prohibited from dealing with Wells Fargo
Variable Trust as principals in the purchase and sale of securities unless an
exemptive order allowing such transactions is obtained from the SEC or an
exemption is otherwise available.

     Wells Fargo Variable Trust has no obligation to deal with any dealer or
group of dealers in the execution of transactions in portfolio securities.
Subject to policies established by Wells Fargo Variable Trust's Board of
Trustees, Wells Fargo Bank, as advisor, is responsible for each Fund's portfolio
decisions and the placing of portfolio transactions. In placing orders, it is
the policy of Wells Fargo Variable Trust to obtain the best results taking into
account the dealer's general execution and operational facilities, the type of
transaction involved and other factors such as the dealer's risk in positioning
the securities involved. Wells Fargo Bank generally seeks reasonably competitive
spreads or commissions.

     In assessing the best overall terms available for any transaction, Wells
Fargo Bank considers factors deemed relevant, including the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a continuing basis.
As a result, the Fund may pay a broker/dealer which furnishes brokerage and
research services a higher commission than that which may be charged by another
broker/dealer for effecting the same transaction. Such brokerage and research
services might consist of reports and statistics relating to specific companies
or industries, general summaries of groups of stocks or bonds and their
comparative earnings and yields, or broad overviews of the stock, bond and
government securities markets and the economy.

     Supplementary research information so received is in addition to, and not
in lieu of, services required to be performed by Wells Fargo Bank and does not
reduce the advisory fees payable by a Fund. The Board of Trustees will
periodically review the commissions paid by each Fund to consider whether the
commissions paid over representative periods of time appear to be reasonable in
relation to the benefits inuring to the Fund. It is possible that certain of the
supplementary research or other services received will primarily benefit one or
more other investment companies or other accounts for which investment
discretion is exercised.

                                       49
<PAGE>

Conversely, a Fund may be the primary beneficiary of the research or services
received as a result of portfolio transactions effected for such other account
or investment company.

     Under Section 28(e) of the Securities Exchange Act of 1934, an advisor
shall not be "deemed to have acted unlawfully or to have breached its fiduciary
duty" solely because under certain circumstances it has caused the account to
pay a higher commission than the lowest available. To obtain the benefit of
Section 28(e), an advisor must make a good faith determination that the
commissions paid are "reasonable in relation to the value of the brokerage and
research services provided . . . viewed in terms of either that particular
transaction or its overall responsibilities with respect to the accounts as to
which it exercises investment discretion and that the services provided by a
broker provide an advisor with lawful and appropriate assistance in the
performance of its investment decision-making responsibilities." Accordingly,
the price to a Fund in any transaction may be less favorable than that available
from another broker/dealer if the difference is reasonably justified by other
aspects of the portfolio execution services offered.

     Broker/dealers may furnish statistical, research and other information or
services which are deemed to be beneficial to a Fund's investment programs.
Research services received from brokers supplement the advisors' own research
and may include the following types of information: statistical and background
information on industry groups and individual companies; forecasts and
interpretations with respect to U.S. and foreign economies, securities, market,
specific industry groups and individual companies; information on political
developments; portfolio management strategies; performance information on
securities and information concerning prices of securities; and information
supplied by specialized services with respect to the performance, investment
activities and fees and expenses of other mutual funds. Such information may be
communicated electronically, orally or in written form. Research services may
also include the providing of equipment used to communicate research
information, the arranging of meetings with management of companies and the
providing of access to consultants who supply research information.

     The outside research assistance may be useful, since the brokers utilized
by the funds as a group may follow a broader universe of securities and other
matters than the staff of Wells Fargo Bank can follow. In addition, this
research may provide Wells Fargo Bank with a diverse perspective on financial
markets. Research services which are provided to Wells Fargo Bank by brokers are
available for the benefit of all accounts managed or advised by Wells Fargo
Bank. It is the opinion of Wells Fargo Bank that this material is beneficial in
supplementing their research and analysis; and, therefore, it may benefit the
Funds by improving the qualify of Wells Fargo Bank's investment advice. The
advisory fees paid by the Funds are not reduced because Wells Fargo Bank may
receive such services.

                                 FUND EXPENSES

     From time to time, Wells Fargo Bank and Stephens may waive fees from the
Funds in whole or in part. Any such waiver will reduce expenses of a Fund and,
accordingly, have a favorable impact on such Fund's performance. Except for the
expenses borne by Wells Fargo Bank and Stephens, the Funds bear all costs of
their respective operations, including the compensation of

                                       50
<PAGE>

Wells Fargo Variable Trust's trustees who are not officers or employees of Wells
Fargo Bank or Stephens or any of their affiliates; advisory, shareholder
servicing, and administration fees; payments pursuant to any Plans; interest
charges; taxes; fees and expenses of independent auditors; legal counsel,
transfer agent and dividend disbursing agent; expenses of redeeming Fund shares;
expenses of preparing and printing prospectuses (except the expense of printing
and mailing prospectuses used for promotional purposes, unless otherwise payable
pursuant to a Plan), shareholders' or investors' reports, notices, proxy
statements and reports to regulatory agencies; insurance premiums and certain
expenses relating to insurance coverage; trade association membership dues;
brokerage and other expenses connected with the execution of portfolio
transactions; fees and expenses of the custodian, including those of keeping
books and accounts and calculating the net asset value of each Fund; expenses of
shareholders' or investors' meetings; expenses relating to the issuance,
registration and qualification of shares of the Funds; pricing services;
organizational expenses; and any extraordinary expenses. Expenses attributable
to a Fund are charged against the respective assets of the Fund. A pro rata
portion of the expenses of Wells Fargo Variable Trust are charged against the
assets of a Fund.

                             FEDERAL INCOME TAXES


     The following information supplements and should be read in conjunction
with the Prospectus section entitled "Taxes." The Prospectus of the Funds
describes generally the tax treatment of the Funds and their shareholders (i.e.,
the Participating Insurance Companies and their separate accounts). This section
of the SAI includes additional information concerning federal income taxes.

     In General. The Trust intends to qualify each Fund as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), as long as such qualification is in the best interest of
the Fund's shareholders. Each Fund will be treated as a separate entity for
federal income tax purposes. Thus, the provisions of the Code applicable to
regulated investment companies generally will be applied to each Fund, rather
than to the Company as a whole. In addition, income, gains and expenses will be
determined separately for each Fund. As a regulated investment company, each
Fund generally will not be taxed on its income and gains distributed to its
shareholders.

     For a Fund to qualify as a regulated investment company under the Code, the
following requirements must also be satisfied: (a) at least 90% of the Fund's
annual gross income must be derived from dividends, interest, certain payments
with respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains are
directly related to the Fund's principal business of investing in stock or
securities) and other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies; and (b) the Fund must diversify its
holdings so that, at the end of each quarter of the taxable year, (i) at least
50% of the market value of the Fund's assets is represented by cash, government
securities

                                       51
<PAGE>


and other securities limited in respect of any one issuer to an amount not
greater than 5% of the Fund's assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
obligations and the securities of other regulated investment companies) or in
two or more issuers which the Fund controls and which are determined to be
engaged in the same or similar trades or businesses.

     Each Fund must also distribute or be deemed to distribute to its
shareholders at least 90% of its net investment income (which, for this purpose,
includes net short-term capital gains and certain other items) earned in each
taxable year. Although a Fund must ordinarily make such distributions during the
taxable year in which it realized the net investment income, in certain
circumstances, the Fund may make such distributions in the following taxable
year. Furthermore, distributions to a shareholder of record declared in October,
November or December of one taxable year and paid by January 31 of the following
taxable year are treated as paid by December 31 of the first taxable year. The
Funds intend to pay out substantially all of their net investment income and net
capital gain, (generally, the excess of net long-term capital gain over net
short-term capital loss) if any, for each year.

     Excise Tax. A 4% non-deductible excise tax will be imposed on each Fund to
the extent it does not meet certain minimum distribution requirements by the end
of each calendar year. Each Fund intends to actually or be deemed to distribute
substantially all of its net investment income and net capital gains by the end
of each calendar year and, thus, expects not to be subject to the excise tax.

     Taxation of Portfolio Investments.  Except as provided herein, gains and
losses realized on the sale of portfolio securities by a Fund will generally be
capital gains and losses.  Such gains and losses will ordinarily be long-term
capital gains and losses if the securities have been held by the Fund for more
than one year at the time of disposition of the securities.

     Gains recognized on the disposition of a debt obligation (including tax-
exempt obligations) purchased by a Fund at a market discount (generally, at a
price less than its principal amount) will be treated as ordinary income to the
extent of the portion of market discount which accrued, but was not previously
recognized pursuant to an available election, during the term the Fund held the
debt obligation.

     If an option granted by a Fund lapses or is terminated through a closing
transaction, such as a repurchase by the Fund of the option from its holder, the
Fund will realize a short-term capital gain or loss, depending on whether the
premium income is greater or less than the amount paid by the Fund in the
closing transaction. Some realized capital losses may be deferred if they result
from a position which is part of a "straddle," discussed below. If securities
are sold by a Fund pursuant to the exercise of a call option written by it, the
Fund will add the premium received to the sale price of the securities delivered
in determining the amount of gain or loss on

                                       52
<PAGE>

the sale. If securities are purchased by a Fund pursuant to the exercise of a
put option written by it, the Fund will subtract the premium received from its
cost basis in the securities purchased.

     The amount of any gain or loss realized by a Fund on closing out a
regulated futures contract, dealer equity option, or a nonequity option will
generally result in a realized capital gain or loss for federal income tax
purposes. Such contracts and options held at the end of each fiscal year will be
required to be "marked to market" for federal income tax purposes pursuant to
Section 1256 of the Code. In this regard, they will be deemed to have been sold
at market value. Under Section 1256 of the Code, sixty percent (60%) of any net
gain or loss realized on these deemed sales and sixty percent (60%) of any net
gain or loss realized from any actual sales, will generally be treated as long-
term capital gain or loss, and the remainder will be treated as short-term
capital gain or loss. Transactions that qualify as designated hedges are
excepted from the "mark-to-market" rule and the "60%/40%" rule.

     Under Section 988 of the Code, a Fund will generally recognize ordinary
income or loss to the extent gain or loss realized on the disposition of
portfolio securities is attributable to changes in foreign currency exchange
rates. In addition, gain or loss realized on the disposition of a foreign
currency forward contract, futures contract, option or similar financial
instrument, or of foreign currency itself, will generally be treated as ordinary
income or loss. The Funds will attempt to monitor Section 988 transactions,
where applicable, to avoid adverse impact.

     Offsetting positions held by the Funds involving certain financial forward,
futures or options contracts may be considered, for federal income tax purposes,
to constitute "straddles."  "Straddles" are defined to include "offsetting
positions" in actively traded personal property.  The tax treatment of
"straddles" is governed by Section 1092 of the Code which, in certain
circumstances, overrides or modifies the provisions of Section 1256 of the Code,
described above.  If a Fund were treated as entering into "straddles" by
engaging in certain financial forward, futures or option contracts, such
straddles could be characterized as "mixed straddles" if the futures, forwards,
or options comprising a part of such straddles were governed by Section 1256 of
the Code.  A Fund may make one or more elections with respect to "mixed
straddles."  Depending upon which election is made, if any, the results with
respect to the Fund may differ.  Generally, to the extent the straddle rules
apply to positions established by a Fund, losses realized by the Fund may be
deferred to the extent of unrealized gain in any offsetting positions.
Moreover, as a result of the straddle and the conversion transaction rules,
short-term capital loss on straddle positions may be recharacterized as long-
term capital loss, and long-term capital gain may be characterized as short-term
capital gain or ordinary income.

     If a Fund enters into a "constructive sale" of any appreciated position in
stock, a partnership interest, or certain debt instruments, the Fund must
recognize gain (but not loss) with respect to that position.  For this purpose,
a constructive sale occurs when the Fund enters into one of the following
transactions with respect to the same or substantially identical property: (i) a
short sale; (ii) an offsetting notional principal contract; or (iii) a futures
or forward contract.

     If a Fund purchases shares in a "passive foreign investment company"
("PFIC"), the Fund may be subject to federal income tax and an interest charge
imposed by the Internal Revenue

                                       53
<PAGE>

Service (the "IRS") upon certain distributions from the PFIC or the Fund's
disposition of its PFIC shares. If a Fund invests in a PFIC, the Fund intends to
make an available election to mark-to-market its interest in PFIC shares. Under
the election, the Fund will be treated as recognizing at the end of each taxable
year the difference, if any, between the fair market value of its interest in
the PFIC shares and its basis in such shares. In some circumstances, the
recognition of loss may be suspended. The Fund will adjust its basis in the PFIC
shares by the amount of income (or loss) recognized. Although such income (or
loss) will be taxable to the Fund as ordinary income (or loss) notwithstanding
any distributions by the PFIC, the Fund will not be subject to federal income
tax or the interest charge with respect to its interest in the PFIC under the
election.

     Income and dividends received by the Fund from sources within foreign
countries and gains on the disposition of foreign securities may be subject to
withholding and other taxes imposed by foreign countries.  Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes.

     Taxation of a Separate Account of a Participating Insurance Company.  Under
the Code, the investments of a segregated asset account, such as the separate
accounts of the Participating Insurance Companies, must be "adequately
diversified" in order for the holders of the VA Contracts or VLI Policies
underlying the account to receive the tax-favored tax treatment generally
afforded holders of annuities or life insurance policies.

     In general, the investments of a segregated asset account are considered to
be "adequately diversified" only if (i) no more than 55% of the value of the
total assets of the account is represented by any one investment; (ii) no more
than 70% of the value of the total assets of the account is represented by any
two investments; (iii) no more than 80% of the value of the total assets of the
account is represented by any three investments; and (iv) no more than 90% of
the value of the total assets of the account is represented by any four
investments. In general, all securities of the same issuer are treated as a
single investment for such purposes. However, Treasury Regulations provide a
"look-through rule" with respect to a segregated asset account's investments in
a regulated investment company for purposes of the applicable diversification
requirements, provided certain conditions are satisfied by the regulated
investment company. In particular, if the beneficial interests in the regulated
investment company are held by one or more segregated asset accounts of one or
more insurance companies, and if public access to such regulated investment
company is available exclusively through the purchase of a VA Contract or VLI
Policy, then a segregated asset account's beneficial interest in the regulated
investment company is not treated as a single investment. Instead, a pro rata
portion of each asset of the regulated investment company is treated as an asset
of the segregated asset account.

     Each Fund intends to satisfy the relevant conditions at all times to enable
the corresponding separate accounts to be "adequately diversified." Accordingly,
each separate account of the Participating Insurance Companies will be able to
treat its interests in a Fund as ownership of a pro rata portion of each asset
of the Fund, so that individual holders of the VA Contracts or VLI Policies
underlying the separate account will qualify for favorable federal income tax
treatment under the Code.

                                       54
<PAGE>

     For information concerning the federal income tax consequences for the
holders of VA Contracts and VLI Policies, such holders should consult the
prospectus used in connection with the issuance of their particular contracts or
policies and should consult their own tax advisors.

     Capital Gain Distributions. Distributions which are designated by a Fund as
capital gain distributions will be taxed to shareholders as long-term term
capital gain (to the extent of the Fund's actual net capital gain for the
taxable year), regardless of how long a shareholder has held Fund shares. Such
distributions will be designated as capital gain distributions in a written
notice mailed by the Fund to its shareholders not later than 60 days after the
close of the Fund's taxable year.

     Disposition of Fund Shares.  A disposition of Fund shares pursuant to a
redemption (including a redemption in-kind) or an exchange ordinarily will
result in a taxable capital gain or loss, depending on the amount received for
the shares (or deemed to be received in the case of an exchange) and the cost of
the shares.

     If a shareholder exchanges or otherwise disposes of Fund shares within 90
days of having acquired such shares and if, as a result of having acquired those
shares, the shareholder subsequently pays a reduced sales charge on a new
purchase of shares of the Fund or a different regulated investment company, the
sales charge previously incurred acquiring the Fund's shares shall not be taken
into account (to the extent such previous sales charges do not exceed the
reduction in sales charges on the new purchase) for the purpose of determining
the amount of gain or loss on the disposition, but will be treated as having
been incurred in the acquisition of such other shares. Also, any loss realized
on a redemption or exchange of shares of the Fund will be disallowed to the
extent that substantially identical shares are acquired within the 61-day period
beginning 30 days before and ending 30 days after the shares are disposed of.

     If a shareholder receives a designated capital gain distribution (to be
treated by the shareholder as a long-term capital gain) with respect to any Fund
share and such Fund share is held for six months or less, then (unless otherwise
disallowed) any loss on the sale or exchange of that Fund share will be treated
as a long-term capital loss to the extent of the designated capital gain
distribution.  The loss disallowance rules described in this paragraph do not
apply to losses realized under a periodic redemption.

     Federal Income Tax Rates.  As of the printing of this SAI, the maximum
individual tax rate applicable to ordinary income is 39.6% (marginal tax rates
may be higher for some individuals to reduce or eliminate the benefit of
exemptions and deductions); the maximum individual marginal tax rate applicable
to net capital gain is 20%; and the maximum corporate tax rate applicable to

                                       55
<PAGE>

ordinary income and net capital gain is 35% (marginal tax rates may be higher
for some corporations to reduce or eliminate the benefit of lower marginal
income tax rates).  The amount of tax payable by an individual or corporation,
however, may be affected by a combination of tax laws covering, for example,
deductions, credits, deferrals, exemptions, sources of income and other matters.

     Other Matters. Investors should be aware that the investments to be made by
the Funds may involve sophisticated tax rules that may result in income or gain
recognition by the Funds without corresponding current cash receipts. Although
each Fund will seek to avoid significant noncash income, such noncash income
could be recognized by a Fund, in which case the Fund may distribute cash
derived from other sources in order to meet the minimum distribution
requirements described above.

     The foregoing discussion and the discussions in the Prospectus applicable
to each shareholder address only some of the Federal tax considerations
generally affecting investments in the Portfolio. Each investor is urged to
consult his or her tax advisor regarding specific questions as to Federal,
state, local or foreign taxes.

                                 CAPITAL STOCK

     Wells Fargo Variable Trust, an open-end, management investment company, was
organized as a Delaware Business Trust on March 10, 1999.  As of the date of
this SAI, Wells Fargo Variable Trust's Board of Trustees has authorized the
issuance of nine series of shares, each representing an unlimited number of
beneficial interests and the Board of Trustees may, in the future, authorize the
creation of additional investment portfolios.

     All shares of a Fund have equal voting rights and will be voted in the
aggregate, and not by series, except where voting by a series is required by law
or where the matter involved only affects one series. For example, a change in a
Fund's fundamental investment policy would be voted upon only by shareholders of
the Fund involved. Additionally, approval of an advisory contract is a matter to
be determined separately by Fund. Approval by the shareholders of one Fund is
effective as to that Fund whether or not sufficient votes are received from the
Shareholders of the other investment portfolios to approve the proposal as to
those investment portfolios. As used in the Prospectus and in this SAI, the term
"majority," when referring to approvals to be obtained from shareholders of the
Fund, means the vote of the lesser of (i) 67% of the shares of the Fund
represented at a meeting if the shareholders of more than 50% of the outstanding
interests of the Fund are present in person or by proxy, or (ii) more than 50%
of the outstanding shares of the Fund. The term "majority," when referring to
the approvals to be obtained from shareholders of Wells Fargo Variable Trust as
a whole, means the vote of the lesser of (i) 67% of Wells Fargo Variable Trust's
shares represented at a meeting if the shareholders of more than 50% of Wells
Fargo Variable Trust's outstanding shares are present in person or by proxy, or
(ii) more than 50% of Wells Fargo Variable Trust's outstanding shares.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

                                       56
<PAGE>

     Wells Fargo Variable Trust may dispense with an annual meeting of
shareholders in any year in which it is not required to elect Trustees under the
1940 Act. However, Wells Fargo Variable Trust has undertaken to hold a special
meeting of its shareholders for the purpose of voting on the question of removal
of a Trustee or Trustees if requested in writing by the shareholders of at least
10% of Wells Fargo Variable Trust's outstanding voting shares, and to assist in
communicating with other shareholders as required by Section 16(c) of the 1940
Act.

     Each share of a Fund represents an equal proportional interest in the Fund
with each other share and is entitled to such dividends and distributions out of
the income earned on the assets belonging to the Fund as are declared in the
discretion of the Trustees. In the event of the liquidation or dissolution of
Wells Fargo Variable Trust, shareholders of a Fund are entitled to receive the
assets attributable to the Fund that are available for distribution, and a
distribution of any general assets not attributable to a particular investment
portfolio that are available for distribution in such manner and on such basis
as the Trustees in their sole discretion may determine.

     Shareholders are not entitled to any preemptive rights. All shares, when
issued as described in the Prospectus, will be fully paid and non-assessable by
Wells Fargo Variable Trust.

     Set forth below is the name, address and share ownership of each person
known by the Trust to have beneficial or record ownership of 5% or more of the
voting securities of a Fund as a whole.

                     5% OWNERSHIP AS OF AUGUST 31  , 1999

<TABLE>
<CAPTION>

Fund                            Address              Percentage of Fund
- ----                            -------              ------------------
<S>                      <C>                         <C>
Asset Allocation         American Skandia Life            99.97%
                         P.O. Box 883
                         Shelton, CT  06484

Corporate Bond           American Skandia Life            60.00%
                         P.O. Box 883
                         Shelton, CT  06484
</TABLE>


                                       57
<PAGE>


                         Fortis Benefits Insurance Co.                 40.00%
                         Attn. Bruce Fiedler W1511
                         P.O. Box 64271
                         St. Paul, MN  55164

Equity Income            Fortis Benefits Insurance Co.                 99.99%
                         Attn. Bruce Fiedler W1511
                         P.O. Box 64271
                         St. Paul, MN  55164

Equity Value             American Skandia Life                         99.58%
                         P.O. Box 883
                         Shelton, CT  06484

Growth                   American Skandia Life                         99.94%
                         P.O. Box 883
                         Shelton, CT  06484

International Equity     N/A                                           N/A

Large Company Growth     Fortis Benefits Insurance Co.                100.00%
                         Attn. Bruce Fiedler W1511
                         P.O. Box 64271
                         St. Paul, MN  55164

Money Market             American Skandia Life                         99.91%
                         P.O. Box 883
                         Shelton, CT  06484

 Small Cap Growth        American Skandia Life                         10.36%
                         P.O. Box 883
                         Shelton, CT  06484

                         Fortis Benefits Insurance Co.                 88.83%
                         Attn. Bruce Fiedler W1511
                         P.O. Box 64271
                         St. Paul, MN  55164


                                       58
<PAGE>

     For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25% of the voting securities of a company
is presumed to "control" such company. Accordingly, to the extent that a
shareholder identified in the foregoing table is identified as the beneficial
holder of more than 25% of a class (or Fund), or is identified as the holder of
record of more than 25% of a class (or Fund) and has voting and/or investment
powers, it may be presumed to control such class (or Fund).

                                     OTHER

     The Registration Statement, including the Prospectus, the SAI and the
exhibits filed therewith, may be examined at the office of the SEC in
Washington, D.C. Statements contained in the Prospectus or the SAI as to the
contents of any contract or other document referred to herein or in the
Prospectus are not necessarily complete, and, in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.


                                    COUNSEL

     Morrison & Foerster LLP, 2000 Pennsylvania Avenue, N.W., Suite 5500,
Washington, D.C. 20006, as counsel for the Trust, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance of the
shares of beneficial interest being sold pursuant to the Funds' Prospectus.

                             INDEPENDENT AUDITORS

     KPMG LLP has been selected as the independent auditors for Wells Fargo
Variable Trust. KPMG LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of certain SEC filings.
KPMG LLP's address is Three Embarcadero Center, San Francisco, California 94111.

                                       59
<PAGE>

                                   APPENDIX

     The following is a description of the ratings given by Moody's and S&P to
corporate bonds and commercial paper.

                                CORPORATE BONDS

     MOODY'S: The four highest ratings for corporate bonds are "Aaa,""Aa","A"
and "Baa." Bonds rated "Aaa" are judged to be of the "best quality" and carry
the smallest amount of investment risk. Bonds rated "Aa" are of "high quality by
all standards," but margins of protection or other elements make long-term risks
appear somewhat greater than "Aaa" rated bonds. Bonds rated "A" possess many
favorable investment attributes and are considered to be upper medium grade
obligations. Bonds rated "Baa" are considered to be medium grade obligations;
interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds have speculative
characteristics as well. Moody's applies numerical modifiers: 1, 2 and 3 in each
rating category from "Aa" through "Baa" in its rating system. The modifier 1
indicates that the security ranks in the higher end of its category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the
issue ranks in the lower end.

     S&P: The four highest ratings for corporate bonds are "AAA,""AA,""A" and
"BBB." Bonds rated "AAA" have the highest ratings assigned by S&P and have an
extremely strong capacity to pay interest and repay principal. Bonds rated "AA"
have a "very strong capacity to pay interest and repay principal" and differ
"from the highest rated issued only in small degree." Bonds rated "A" have a
"strong capacity" to pay interest and repay principal, but are "somewhat more
susceptible" to adverse effects of changes in economic conditions or other
circumstances than bonds in higher rated categories. Bonds rated "BBB" are
regarded as having an "adequate capacity" to pay interest and repay principal,
but changes in economic conditions or other circumstances are more likely to
lead to a "weakened capacity" to make such repayments. The ratings from "AA" to
"BBB" may be modified by the addition of a plus or minus sign to show relative
standing within the category.

                          CORPORATE COMMERCIAL PAPER

     MOODY'S: The highest rating for corporate commercial paper is "P-1" (Prime-
1). Issuers rated "P-1" have a "superior capacity for repayment of short-term
promissory obligations." Issuers rated "P-2" (Prime-2) "have a strong capacity
for repayment of short-term promissory obligations," but earnings trends, while
sound, will be subject to more variation.

     S&P: The "A-1" rating for corporate commercial paper indicates that the
"degree of safety regarding timely payment is either overwhelming or very
strong." Commercial paper with "overwhelming safety characteristics" will be
rated "A-1+." Commercial paper with a strong capacity for timely payments on
issues will be rated "A-2."

                                       60
<PAGE>

                           WELLS FARGO VARIABLE TRUST
                         File Nos. 333-74283; 811-09255

                                     PART C

                               OTHER INFORMATION

Item 23.  Exhibits.
          --------
<TABLE>
<CAPTION>
     Exhibit
     Number                                  Description
     ------                                  -----------
<S>                      <C>
     (a)                 -  Amended and Restated Declaration of Trusts, filed herewith.

     (b)                 -  Not applicable.

     (c)                 -  Not applicable.

     (d)(1)              -  Investment Advisory Agreement with Wells Fargo Bank, N.A., filed herewith.

        (2)(i)           -  Investment Sub-Advisory Agreement with Barclays Global Fund Advisors, filed
                            herewith.

           (ii)          -  Investment Sub-Advisory Agreement with Peregrine Capital Management, Inc.,
                            filed herewith.

           (iii)         -  Investment Sub-Advisory Agreement with Wells Capital Management, Inc., filed
                            herewith.

     (e)                 -  Distribution Agreement, filed herewith.

     (f)                 -  Not applicable.

     (g)(1)              -  Custody Agreement with Barclays Global Investors, N.A., filed herewith.

        (2)              -  Custody Agreement with Norwest Bank Minnesota, N.A., filed herewith.

     (h)(1)              -  Administration Agreement with Wells Fargo Bank, N.A., filed herewith.

        (2)              -  Fund Accounting Agreement with Forum Accounting Services, LLC, filed
                            herewith.

        (3)              -  Interim Accounting Agreement with Wells Fargo Bank, N.A., filed herewith.

        (4)              -  Form of Transfer Agency and Service Agreement with Boston Financial Data Services, Inc., incorporated by
                            reference to Post-Effective Amendment No. 1, filed May 28, 1999.

        (5)              -  Form of Participation Agreement, filed herewith.

        (6)              -  Fee and Expense Agreement with Wells Fargo Bank, N.A., filed herewith.

        (7)              -  Securities Lending Agreement with Wells Fargo Bank, N.A. and Norwest Bank
                            Minnesota, N.A., filed herewith.
</TABLE>

                                      C-1
<PAGE>

     (i)                 -  Legal Opinion, filed herewith.

     (j)                 -  Consent of Independent Auditors, filed herewith.

     (k)                 -  Not applicable.

     (l)                 -  Not applicable.

     (m)                 -  Rule 12b-1 Distribution Plan, incorporated by
                            reference to Post-Effective Amendment No. 1,
                            filed May 28, 1999.

     (n)                 -  Not applicable.

     (o)                 -  Not applicable.

Item 24.  Persons Controlled by or Under
          Common Control with the Fund.
          ----------------------------

          No person is controlled by or under common control with Registrant.


Item 25.  Indemnification.
          ---------------

          Article IX of the Registrant's Declaration of Trust limits the
liability and, in certain instances, provides for mandatory indemnification of
the Registrant's trustees, officers, employees, agents and holders of beneficial
interests in the Trust and its Funds.


Item 26.  Business and Other Connections
          of Investment Adviser.
          ------------------------------

          Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned subsidiary
of Wells Fargo & Company, serves as investment adviser to all of the
Registrant's investment portfolios, and to certain other registered open-end
management investment companies. Wells Fargo Bank's business is that of a
national banking association with respect to which it conducts a variety of
commercial banking and trust activities.

          To the knowledge of Registrant, none of the directors or executive
officers of Wells Fargo Bank, except those set forth below, is or has been at
any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
executive officers also hold various positions with and engage in business for
Wells Fargo & Company. Set forth below are the names and principal businesses of
the directors and executive officers of Wells Fargo Bank who are or during the
past two fiscal years have been engaged in any other business, profession,
vocation or employment of a substantial nature for their own account or in the
capacity of director, officer, employee, partner or trustee. All the directors
of Wells Fargo Bank also serve as directors of Wells Fargo & Company.

                                      C-2
<PAGE>

<TABLE>
<CAPTION>
Name and Position        Principal Business(es) and Address(es)
at Wells Fargo Bank      During at Least the Last Two Fiscal Years
- -------------------      -----------------------------------------
<S>                      <C>
H. Jesse Arnelle         Senior Partner of Arnelle, Hastie, McKee, Willis & Greene
Director                 455 Market Street
                         San Francisco, CA 94105

                         Director of FPL Group, Inc.
                         700 Universe Blvd.
                         P.O. Box 14000
                         North Palm Beach, FL 33408

Michael R. Bowlin        Chairman of the Board, Chief Executive Officer, Chief Operating
                         Officer and President of Atlantic Richfield Co. (ARCO)
                         Highway 150
                         Santa Paula, CA  93060

Edward Carson            Chairman of the Board and Chief Executive Officer of
                         First Interstate Bancorp
                         633 West Fifth Street
                         Los Angeles, CA  90071

                         Director of Aztar Corporation
                         2390 East Camelback Road   Suite 400
                         Phoenix, AZ  85016

                         Director of Castle & Cook, Inc.
                         10900 Wilshire Blvd.
                         Los Angeles, CA  90024

William S. Davila        President and Director of The Vons Companies, Inc.
Director                 618 Michillinda Avenue
                         Arcadia, CA  91007

                         Officer of Western Association of Food Chains
                         825 Colorado Blvd. #203
                         Los Angeles, CA 90041

Rayburn S. Dezember      Director of CalMat Co.
Director                 3200 San Fernando Road
                         Los Angeles, CA  90065

                         Director of Tejon Ranch Co.
                         P.O. Box 1000
                         Lebec, CA  93243

                         Director of Turner Casting Corp.
                         P.O. Box 1099
                         Cudahy, CA 90201

                         Director of The Bakersfield Californian
                         P.O. Box 440
                         1707  I  Street
                         Bakersfield, CA 93302
</TABLE>

                                      C-3
<PAGE>

<TABLE>
<S>                      <C>
                         Director of Kern County Economic Development Corp.
                         P.O. Box 1229
                         2700 M Street, Suite 225
                         Bakersfield, CA 93301

                         Chairman of the Board of Trustees of Whittier College
                         13406 East Philadelphia Avenue
                         P.O. Box 634
                         Whittier, CA 90608

Paul Hazen               Chairman of the Board of Directors
Chairman of the          and Chief Executive Officer of
Board of Directors       Wells Fargo & Company
                         420 Montgomery Street
                         San Francisco, CA  94105

                         Director of Pacific Telesis Group
                         130 Kearny Street
                         San Francisco, CA  94108

                         Director of Phelps Dodge Corp.
                         2600 North Central Avenue
                         Phoenix, AZ 85004

                         Director of Safeway Inc.
                         Fourth and Jackson Streets
                         Oakland, CA  94660

Robert K. Jaedicke       Accounting Professor and Dean Emeritus of
Director                 Graduate School of Business, Stanford University
                         Stanford, CA  94305

                         Director of Homestake Mining Co.
                         650 California Street
                         San Francisco, CA 94108

                         Director of California Water Service Company
                         1720 North First Street
                         San Jose, CA 95112

                         Director of Boise Cascade Corp.
                         1111 West Jefferson Street
                         P.O. Box 50
                         Boise, ID  83728

                         Director of Enron Corp.
                         1400 Smith Street
                         Houston, TX  77002
                         Director of GenCorp, Inc.
                         175 Ghent Road
                         Fairlawn, OH  44333
</TABLE>
                                      C-4
<PAGE>

<TABLE>
<S>                      <C>
Thomas L. Lee            Chairman and Chief Executive Officer
                         of The Newhall Land and Farming Company
                         10302 Avenue 7 1-2
                         Firebaugh, CA  93622

                         Director of Calmat Co.
                         501 El Charro Rod
                         Pleasanton, CA  94588

                         Director of the Los Angeles Area Chamber of Commerce

                         Director of First Interstate Bancorp
                         633 West Fifth Street
                         Los Angeles, CA  90071

Ellen M. Newman          President of Ellen Newman Associates
Director                 323 Geary Street,  Suite 507
                         San Francisco, CA 94102

                         Chair of Board of Trustees of
                         University of California at San Francisco Foundation
                         250 Executive Park Blvd., Suite 2000
                         San Francisco, CA  94143

                         Director of American Conservatory Theater
                         30 Grant Avenue
                         San Francisco, CA 94108

                         Director of California Chamber of Commerce
                         1201 K Street, 12th Floor
                         Sacramento, CA 95814

Philip J. Quigley        Chairman, Chief Executive Officer and
Director                 Director of Pacific Telesis Group
                         130 Kearney Street, Rm. 3700
                         San Francisco, CA 94108

                         Director of Varian Associates
                         3050 Hansen Way
                         P.O. Box 10800
                         Palo Alto, CA 94303

Carl E. Reichardt        Director of Ford Motor Company
Director                 The American Road
                         Dearborn, MI  48121

                         Director of Hospital Corporation of America,
                         HCA-Hospital Corp. of America
                         One Park Plaza
                         Nashville, TN  37203
</TABLE>
                                      C-5
<PAGE>

<TABLE>
<S>                      <C>
                         Director of Pacific Gas and Electric Company
                         77 Beale Street
                         San Francisco, CA 94105

                         Director of Newhall Management Corporation
                         23823 Valencia Blvd.
                         Valencia, CA 91355

Donald B. Rice           President, Chief Operating Officer and Director of
Director                 Teledyne, Inc.
                         2049 Century Park East
                         Los Angeles, CA  90067

                         Director of Vulcan Materials Company
                         One Metroplex Drive
                         Birmingham, AL  35209

                         Retired Secretary of the Air Force

Richard J. Stegemeier    Chairman (Emeritus) of Unocal Corp
                         44141 Yucca Avenue
                         Lancaster,  CA  93534

                         Director of Foundation Health Corporation
                         166 4th
                         Fort Irwin,  CA  92310

                         Director of Halliburton Company
                         3600 Lincoln Plaza
                         500 North Alcard Street
                         Dallas,  TX  75201

                         Director of Northrop Grumman corp.
                         1840 Century Park East
                         Los Angeles,  CA 90067

                         Director of Outboard Marine Corporation
                         100 Seahorse Drive
                         Waukegan,  IL 60085

                         Director of Pacific Enterprises
                         555 West Fifth Street    Suite 2900
                         Los Angeles,  CA  90031

                         Director of First Interstate Bancorp
                         633 West Fifth Street
                         Los Angeles,  CA  90071

Susan G. Swenson         President and Chief Executive Officer of Cellular One
Director                 651 Gateway Blvd.
                         San Francisco, CA 94080
</TABLE>

                                      C-6
<PAGE>

<TABLE>
<S>                      <C>
David M. Tellep          Chairman of the Board of Directors and
                         Chief Executive Officer of Lockheed Martin Corp.
                         6801 Rockledge Drive
                         Bethesda, MD  20817

                         Director of Edison International and
                         Southern California Edison Company
                         2244 Walnut Grove Ave.
                         Rosemead, CA  91770

                         Director of First Interstate Bancorp
                         633 West Fifth Street
                         Los Angeles, CA  90071

Chang-Lin Tien           Chancellor of University of California at Berkeley
Director                 UC at Berkeley
                         Berkeley, CA 94720

John A. Young            President, Director and Chief Executive Officer of
Director                 Hewlett-Packard Company
                         3000 Hanover Street
                         Palo Alto, CA  94304

                         Director of Chevron Corporation
                         225 Bush Street
                         San Francisco, CA  94104

William F. Zuendt        President and Chief Operating Officer of
President                Wells Fargo & Company
                         420 Montgomery Street
                         San Francisco, CA  94105

                         Director of 3Com Corp.
                         5400 Bayfront Plaza
                         P.O. Box 58145
                         Santa Clara, CA  95052

                         Director of MasterCard International
                         888 Seventh Avenue
                         New York, NY 10106

                         Trustee of Golden Gate University
                         536 Mission Street
                         San Francisco, CA 94163
</TABLE>


          Barclays Global Fund Advisors ("BGFA"), a wholly-owned subsidiary of
Barclays Global Investors, N.A. ("BGI", formerly, Wells Fargo Institutional
Trust Company), serves as sub-adviser to the Asset Allocation and U.S.
Government Allocation Funds of the Trust and as adviser or sub-adviser to
certain other open-end management investment companies.

          The directors and officers of BGFA consist primarily of persons who
during the past two years have been active in the investment management business
of the former sub-adviser to the Asset Allocation and U.S. Government Allocation
Funds, Wells Fargo Nikko Investment Advisors ("WFNIA") and, in some cases, the
service

                                      C-7
<PAGE>

business of BGI. With the exception of Irving Cohen, each of the directors and
executive officers of BGFA will also have substantial responsibilities as
directors and/or officers of BGI. To the knowledge of the Registrant, except as
set forth below, none of the directors or executive officers of BGFA is or has
been at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature.

Name and Position        Principal Business(es) During at
at BGFA                  Least the Last Two Fiscal Years
- -------                  -------------------------------

Frederick L.A. Grauer    Director of BGFA and Co-Chairman and Director of BGI
Director                 45 Fremont Street, San Francisco, CA 94105

Patricia Dunn            Director of BGFA and C-Chairman and Director of BGI
Director                 45 Fremont Street, San Francisco, CA 94105

Lawrence G. Tint         Chairman of the Board of Directors of BGFA
Chairman and Director    and Chief Executive Officer of BGI
                         45 Fremont Street, San Francisco, CA  94105

Geoffrey Fletcher        Chief Financial Officer of BGFA and BGI since May 1997
Chief Financial Officer  45 Fremont Street, San Francisco, CA 94105
                         Managing Director and Principal Accounting Officer at
                         Bankers Trust Company from 1988 - 1997
                         505 Market Street, San Francisco, CA  94105

Item 27.  Principal Underwriters.
          ----------------------

          (a)  Stephens Inc. ("Stephens"), distributor for the Registrant, does
not presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for MasterWorks Funds Inc.,
Stagecoach Funds, Inc. and Stagecoach Trust, Nations Fund, Inc., Nations Fund
Trust, Nations Fund Portfolios, Inc., Nations LifeGoal Funds, Inc. and Nations
Institutional Reserves, and Wells Fargo Variable Trust, Wells Fargo Core Trust
and Wells Fargo Funds Trust and is the exclusive placement agent for Master
Investment Portfolio, all of which are registered open-end management investment
companies.

          (b)  Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV and Schedules A
and D thereto, filed by Stephens with the Securities and Exchange Commission
pursuant to the Investment Advisors Act of 1940 (file No. 501-15510).

          (c)  Not applicable.


Item 28.  Location of Accounts and Records.
          --------------------------------

          (a)  The Registrant maintains accounts, books and other documents
required by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.

          (b)  Wells Fargo Bank maintains all Records relating to its services
as investment adviser and administrator at 525 Market Street, San Francisco,
California 94105.

          (c)  BGFA and BGI maintain all Records relating to their services as
sub-adviser and custodian, respectively, to the Asset Allocation and U.S.
Government Allocation Funds at 45 Fremont Street, San Francisco, California
94105.

                                      C-8
<PAGE>

          (d)  Stephens maintains all Records relating to its services as
sponsor and distributor at 111 Center Street, Little Rock, Arkansas 72201.

          (e)  Norwest Bank Minnesota, N.A. maintains all Records relating to
its services as custodian at 6th & Marquette, Minneapolis, Minnesota 55479-0040.

          (f)  Wells Capital Management Incorporated maintains all Records
relating to its services as investment sub-adviser at 525 Market Street, San
Francisco, California 94105.

          (g)  Peregrine Capital Management, Inc. maintains all Records relating
to its services as investment sub-adviser at 800 LaSalle Avenue, Minneapolis,
Minnesota 55479.

          (h)  Boston Financial Data Services, Inc. maintains all Records
relating to its services as transfer agent at Two Heritage Drive, Quincy,
Massachusetts 02171.

Item 29.  Management Services.
          -------------------

          Other than as set forth under the captions "Organization and
Management of the Funds"" in the Prospectus constituting Part A of this
Registration Statement and "Management" in the Statement of Additional
Information constituting Part B of this Registration Statement, the Registrant
is not a party to any management-related service contract.

Item 30.  Undertakings.  Not applicable.
          ------------

                                      C-9
<PAGE>

                                  SIGNATURES
                                  ----------

          Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement on Form N-1A pursuant to rule 485(b) under the Securities Act of 1933,
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized in the City of Little
Rock, State of Arkansas on the 20th day of September, 1999.


                                   WELLS FARGO VARIABLE TRUST


                                   By /s/ Richard H. Blank, Jr.
                                     -------------------------
                                        Richard H. Blank, Jr.
                                        Secretary and Treasurer
                                        (Principal Financial Officer)

          Pursuant to the requirements of the Securities Act of 1933, this Post-
effective Amendment No. 5 to its Registration Statement on Form N-1A has been
signed below by the following persons in the capacities and on the date
indicated:

Signature                          Title                       Date
- ---------                          -----                       ----

          *
________________________
Robert C. Brown                    Trustee

          *
________________________
Donald H. Burkhardt                Trustee

          *
________________________
Jack S. Euphrat                    Trustee

          *
________________________
Thomas S. Goho                     Trustee

          *
________________________
Peter G. Gordon                    Trustee

          *
________________________
W. Rodney Hughes                   Trustee

          *
________________________
Richard M. Leach                   Trustee

          *
________________________
J. Tucker Morse                    Trustee

          *
________________________
Timothy J. Penny                   Trustee


/s/ Richard H. Blank, Jr.          Secretary and Treasurer            9/20/99
- -------------------------
Richard H. Blank, Jr.              (Principal Financial Officer)


*By: /s/ Richard H. Blank, Jr.
     --------------------------
     Richard H. Blank, Jr.
     As Attorney-in-Fact
     September 20, 1999
<PAGE>

                          WELLS FARGO VARIABLE TRUST
                        FILE NOS. 333-74283; 811-09255

                                 EXHIBIT INDEX

<TABLE>
<S>                      <C>
Exhibit Number           Description


EX-99.B(a)               Amended and Restated Declaration of Trusts

EX-99.B(d)(1)            Investment Advisory Agreement with Wells Fargo Bank,
                          N.A.

EX-99.B(d)(2)(i)         Investment Sub-Advisory Agreement with Barclays Fund
                          Advisors.

EX-99.B(d)(2)(ii)        Investment Sub-Advisory Agreement with Peregrine
                          Capital Management, Inc.

EX-99.B(d)(2)(iii)       Investment Sub-Advisory Agreement with Wells Capital
                          Management, Inc.

EX-99.B(e)               Distribution Agreement

EX-99.B(g)(1)            Custody Agreement with Barclays Global Investors, N.A.

EX-99.B(g)(2)            Custody Agreement with Norwest Bank Minnesota, N.A.

EX-99.B(h)(1)            Administration Agreement with Wells Fargo Bank, N.A.

EX-99.B(h)(2)            Fund Accounting Agreement with Forum Accounting
                          Services, LLC.

EX-99.B(h)(3)            Interim Accounting Agreement with Wells Fargo
                          Bank, N.A.

EX-99.B(h)(5)            Form of Participation Agreement

EX-99.B(h)(6)            Fee and Expense Agreement with Wells Fargo Bank, N.A.

EX-99.B(h)(7)            Securities Lending Agreement with Wells Fargo Bank,
                          N.A. and Norwest Bank Minnesota, N.A.

EX-99.B(i)               Legal Opinion

EX-99.B(j)               Consent of Independent Auditors
</TABLE>

<PAGE>

                          WELLS FARGO VARIABLE TRUST



                             AMENDED AND RESTATED
                             DECLARATION OF TRUST

                                     DATED
                                AUGUST 19, 1999
<PAGE>

                             DECLARATION OF TRUST
                                      OF
                          WELLS FARGO VARIABLE TRUST

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
   <S>                                                                           <C>
ARTICLE I DEFINITIONS                                                               1
ARTICLE II THE TRUSTEES                                                             2
   Section 1.  Management of the Trust.........................................     2
   Section 2.  Initial Trustees; Election and Number of Trustees...............     2
   Section 3.  Term of Office of Trustees......................................     3
   Section 4.  Qualification of Trustees.......................................     3
   Section 5.  Vacancies; Appointment of Trustees..............................     3
   Section 6.  Temporary Vacancies or Absence..................................     4
   Section 7.  Chairman........................................................     4
   Section 8.  Action by Trustees..............................................     4
   Section 9.  Meetings of the Trustees; Required Notice.......................     4
   Section 10. Committees......................................................     5
   Section 11. Audit Committee.................................................     5
   Section 12. Nominating Committee............................................     5
   Section 13. Ownership of Trust Property.....................................     5
   Section 14. Effect of Trustees Not Serving..................................     6
   Section 15. Trustees as Shareholders........................................     6
   Section 16. Compensation of Trustees........................................     6
ARTICLE III POWERS OF THE TRUSTEES                                                  6
   Section 1.  Powers..........................................................     6
   Section 2.  Certain Transactions............................................     9
ARTICLE IV SERIES; CLASSES; SHARES                                                  9
   Section 1.  Establishment of Series or Class................................    10
   Section 2.  Shares..........................................................    10
   Section 3.  Investment in the Trust.........................................    10
   Section 4.  Assets and Liabilities of Series................................    11
   Section 5.  Ownership and Transfer of Shares................................    12
   Section 6.  Status of Shares; Limitation of Shareholder Liability...........    12
ARTICLE V DISTRIBUTIONS AND REDEMPTION                                             12
   Section 1.  Distributions...................................................    12
   Section 2.  Redemptions.....................................................    12
   Section 3.  Determination of Net Asset Value................................    13
   Section 4.  Suspension of Right of Redemption...............................    13
ARTICLE VI SHAREHOLDERS' VOTING POWERS AND MEETINGS                                13
   Section 1.  Voting Powers...................................................    13
   Section 2.  Meetings of Shareholders........................................    14
   Section 3.  Quorum; Required Vote...........................................    14
ARTICLE VII CONTRACTS WITH SERVICE PROVIDERS                                       15
   Section 1.  Investment Adviser..............................................    15
</TABLE>

                                       i
<PAGE>

<TABLE>
   <S>                                                                             <C>
   Section 2.  Principal Underwriter...........................................    15
   Section 3.  Transfer Agency, Accounting, and Other Services.................    15
   Section 4.  Custodian.......................................................    15
   Section 5.  Parties to Contracts with Service Providers.....................    16
ARTICLE VIII EXPENSES OF THE TRUST AND SERIES                                      16
ARTICLE IX LIMITATION OF LIABILITY AND INDEMNIFICATION                             16
   Section 1.  Limitation of Liability.........................................    16
   Section 2.  Mandatory Indemnification.......................................    17
   Section 3.  Indemnification of Shareholders.................................    18
   Section 4.  Contractual Modification of Duties..............................    18
ARTICLE X OFFICERS                                                                 18
   Section 1.  General.........................................................    18
   Section 2.  Election, Tenure and Qualifications of Officers.................    18
   Section 3.  Vacancies and Newly Created Offices.............................    18
   Section 4.  Removal and Resignation.........................................    19
   Section 5.  President.......................................................    19
   Section 6.  Treasurer and Assistant Treasurer(s)............................    19
   Section 7.  Secretary and Assistant Secretaries.............................    19
   Section 8.  Authority to Execute and File Applications for Exemptive Relief.    19
   Section 9.  Compensation of Officers........................................    20
   Section 10. Surety Bond.....................................................    20
ARTICLE XI MISCELLANEOUS                                                           20
   Section 1. Trust Not a Partnership..........................................    20
   Section 2. Trustee Action; Expert Advice; No Bond or Surety.................    20
   Section 3. Record Dates.....................................................    20
   Section 4. Dissolution or Termination of a Class, Series or the Trust.......    20
   Section 5. Reorganization...................................................    21
   Section 6. Declaration......................................................    22
   Section 7. Derivative Actions...............................................    22
   Section 8. Applicable Law...................................................    22
   Section 9. Amendments.......................................................    22
   Section 10. Fiscal Year.....................................................    23
   Section 11. Severability....................................................    23
   Section 12. Principal Office................................................    23
   Section 13. Inspection of the Books.........................................    23
</TABLE>

                                      ii

<PAGE>

                                                                 Exhibit 99.B(a)

                             AMENDED AND RESTATED
                             DECLARATION OF TRUST

                                      OF

                          WELLS FARGO VARIABLE TRUST

     This Declaration of Trust, made on March 10, 1999, and amended and restated
on March 26, 1999 and August 19, 1999, creates a Delaware business trust for the
investment and reinvestment of money and property received by the Trust from
time to time. The Trustees declare that all money and property received by the
Trust shall be held and managed in trust pursuant to this Amended and Restated
Declaration of Trust.  The name of the Trust created by this Declaration is
Wells Fargo Variable Trust.

                                   ARTICLE I
                                  DEFINITIONS

     Unless otherwise provided or required by the context:

     (a)  "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, and all terms and requirements that are defined herein by
reference to the 1940 Act shall be interpreted as that term or requirement has
been modified or interpreted by applicable orders of the Commission or any rules
or regulations adopted by, or interpretive releases of the Commission or its
staff, and staff no-action letters issued under the 1940 Act;

     (b)  "Board" means the Board of Trustees of the Trust as described in
Article II of this Declaration;

     (c)  "By-Laws" means the By-Laws of the Trust if adopted by the Trustees,
as amended from time to time;

     (d)  "Class" means the class of Shares of a Series established pursuant to
Article IV;

     (e)  "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations thereunder, as adopted or amended from
time to time;

     (f)  "Commission," "Interested Person," and "Principal Underwriter" have
the meanings provided in the 1940 Act;

     (g)  "Covered Person" means a person so defined in Article IX, Section 2;

     (h)  "Declaration" shall mean this Amended and Restated Declaration of
Trust as amended, modified, supplemented or restated from time to time.

     (i)  "Delaware Act" means Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as amended from time to time,
and as interpreted by the Delaware courts;

     (j)  "Majority Shareholder Vote" means "the vote of a majority of the
outstanding voting securities" as defined in the 1940 Act;
<PAGE>

     (k)  "Net Asset Value" means the net asset value of each Series of the
Trust, determined as provided in Article V, Section 3;

     (l)  "Outstanding Shares" means Shares shown in the books and records of
the Trust or its transfer agent as then issued and outstanding, but does not
include any Shares that have been repurchased or redeemed by the Trust and are
being held in the treasury of the Trust;

     (m)  "Series" means a series of Shares established pursuant to Article IV;

     (n)  "Shareholder" means a record owner of Outstanding Shares;

     (o)  "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest of each Series or Class is divided from time
to time (including whole Shares and fractions of Shares);

     (p)  "Trust" means Wells Fargo Variable Trust, created hereby;

     (q)  "Trustee" means a person serving as a Trustee in accordance with
Article II, in his capacity as such, and "Trustees," when used collectively
means the Trustees acting collectively as the Board;

     (r)  "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the Trust or any Series
or by the Trustees on behalf of the Trust or any Series.

                                  ARTICLE II
                                 THE TRUSTEES

     Section 1. Management of the Trust.  The business and affairs of the Trust
shall be managed by or under the direction of the Board, and they shall have all
powers necessary or desirable, convenient or incidental, to carry out that
responsibility. The Trustees may execute all instruments and take all action
they deem necessary, desirable, convenient or incidental, to promote the
interests of the Trust. Any determination made by the Trustees in good faith as
to what is in the interests of the Trust shall be conclusive.

     Section 2. Initial Trustees; Election and Number of Trustees. The initial
Trustees shall be the persons initially signing this Declaration prior to its
amendment and restatement. The number of Trustees (other than the initial
Trustees) shall ten (10) or such other number as is fixed from time to time by a
majority of the Trustees; provided, that there shall be at least two (2)
Trustees. The Shareholders shall elect the Trustees, only if required by the
1940 Act, on such dates as the Trustees may fix from time to time.

     Section 3. Term of Office of Trustees. Each Trustee shall hold office for
life or until his or her successor is elected or the Trust terminates; except
that (a) any Trustee may resign by delivering to the other Trustees or to any
Trust officer a written resignation effective upon delivery or a later date
specified therein; (b) any Trustee may be removed with or without cause at any
time by a written instrument signed by at least two-thirds of the other
Trustees, specifying the effective date of removal; (c) any Trustee who requests
to be retired, or has become

                                       2
<PAGE>

physically or mentally incapacitated or is otherwise unable to serve fully, may
be retired by a written instrument signed by a majority of the other Trustees,
specifying the effective date of retirement; and (d) any Trustee may be removed
at any meeting of the Shareholders by a vote of at least two-thirds of the
Outstanding Shares if required by Section 16(c) of the 1940 Act as interpreted
by the staff of the Commission.

     Each Trustee shall retire from service on the Board no later than the end
of the calendar year in which such Trustee reaches the age of 72, or until such
other time as determined by an appropriate resolution of the full Board,
including a majority of the remaining Trustees.  However, any Trustee who is a
Trustee as of March 26, 1999, and who had reached the age of 72 prior to such
date shall continue to serve as a Trustee of the Trust until the end of such
calendar year as is determined by an appropriate resolution of the full Board,
including a majority of the remaining Trustees, at which time he shall retire
from service on the Board.

     Section 4. Qualification of Trustees.  No person shall be qualified to
serve, stand for election or be appointed as a Trustee if such person has
already reached the age of 70. Persons serving as Trustees as of March 26, 1999
who reached the age of 70 prior to that date, are exempt from this qualification
requirement until the end of the fiscal year in which they turn 72 and retire
pursuant to the retirement policy described in Section 3, or pursuant to the
Board resolution that establishes the calendar year in which they must retire.

     Section 5. Vacancies; Appointment of Trustees.  Whenever a vacancy in the
Board exists, regardless of the reason for such vacancy, the remaining Trustees
may appoint any person as they determine in their sole discretion to fill that
vacancy, except that the Trustee appointed may not be an "interested person"
within the meaning of the 1940 Act if the appointment of an interested person
would cause a violation of the 1940 Act, and the person must meet the
qualification standards set out in Section 4.  Such appointment shall be made by
a written instrument signed by a majority of the Trustees or by an appropriate
resolution, duly adopted and recorded in the records of the Trust, specifying
the effective date of the appointment.  The Trustees may appoint a new Trustee
as provided above in anticipation of a vacancy expected to occur because of the
retirement, resignation, or removal of a Trustee, or an increase in number of
Trustees, provided that such appointment shall become effective only at or after
the expected vacancy occurs.  As soon as any such Trustee has signed this
Declaration or otherwise accepted his or her appointment in writing, the trust
estate shall vest in the new Trustee, together with the continuing Trustees,
without any further act or conveyance, and he or she shall be deemed a Trustee
hereunder.  The power of appointment is subject to Section 16(a) of the 1940
Act, and shareholders are entitled to vote on such appointments only if
expressly required under the 1940 Act.

     Notwithstanding the foregoing, all of the Initial Trustees may resign by
written instrument to be effective on the date specified in the instrument
("Resignation Instrument").  However, before resigning as permitted in this
paragraph, the Initial Trustees shall determine and set forth in the Resignation
Instrument the number of Trustees of the Trust (subject to the Trustees' power
to change the required number as detailed in Section 2 of this Article) and
shall appoint their successors.

                                       3
<PAGE>

     Section 6.  Temporary Vacancies or Absence.  Whenever a vacancy in the
Board exists, until such vacancy is filled, or while any Trustee is absent from
his or her domicile (unless that Trustee has made arrangements to be informed
about, and to participate in, the affairs of the Trust during such absence), or
is physically or mentally incapacitated or is otherwise unable to serve fully,
the remaining Trustees shall have all the powers hereunder and their
certification as to such vacancy, absence, or incapacity or inability shall be
conclusive. To the extent permitted under the 1940 Act, any Trustee may, by
power of attorney, delegate his or her powers as Trustee for a period not
exceeding six (6) months at any one time to any other Trustee or Trustees.

     Section 7. Chairman.  The Board may appoint one or more of its members to
be Chairman or Co-Chairmen of the Board. The Chairman or Co-Chairmen shall
preside at all meetings of the Trustees, and shall have such other duties and
powers as the Trustees determine from time to time. Absent an express
declaration otherwise by an appropriate resolution of the Board, the Chairman or
Co-Chairmen are not considered officers of the Trust and shall not have the
powers or duties of officers of the Trust. If the Trustees choose to appoint a
Chairman or Co-Chairman who will be officers of the Trust, the Trustees shall
determine, and specify in Board resolutions, the powers and duties, and any
limitations thereon, of the Chairman or Co-Chairman so selected.

     Section 8. Action by Trustees.  The Trustees shall act by majority vote at
a meeting duly called at which a quorum is present or, except as specified
below, by written consent of a majority of the Trustees (or such greater number
as may be required by applicable law) without a meeting. Unless a higher amount
is required by this Declaration, by Board resolution, or the 1940 Act, a quorum
of the Trustees shall be one-third of the total number of Trustees, but no less
than two Trustees. An action of a majority of the Trustees, as defined above,
shall constitute action by the Trustees except to the extent otherwise required
by the 1940 Act, this Declaration or by Board resolution.

     Section 9. Meetings of the Trustees; Required Notice.  Unless required
under this Declaration or under the 1940 Act, the Trustees may act with or
without a meeting. All of the Trustees or any one of them may participate in a
meeting by means of a conference call or similar communication equipment,
provided that all participants may hear each other, and participation in a
meeting pursuant to such communication equipment shall constitute presence at
the meeting, unless the 1940 Act specifically requires the Trustees to act "in
person," in which case such term shall be construed in accordance with the 1940
Act. Unless required otherwise by this Declaration, Board resolution or by the
1940 Act, any action of the Trustees may be taken without a meeting by written
consent of a majority of the Trustees.

     Meetings of the Trustees may be called orally or in writing by the
Chairman, if any, or by any two other trustees. Regular meetings of the Trustees
may be held without call or notice at a place and time fixed by Board resolution
of the Trustees. Notice of any other meeting shall, and notice of any regular
meeting may, be given to each Trustee by first class mail sent at least three
business days before the meeting, by overnight delivery sent at least two
business days before the meeting, or by telephone, facsimile or other electronic
mechanism sent to his or her home or business address at least twenty-four hours
before the meeting. Notice need not be given to any Trustee who attends the
meeting without objecting to the lack of notice or who signs a waiver of

                                       4
<PAGE>

notice either before or after the meeting. Subject only to any express
limitation in the 1940 Act, the Board, by majority vote, may delegate to any
Trustee or Trustees authority to approve particular matters or take particular
action on behalf of the Trust. Written consents or waivers of the Trustees may
be executed in one or more counterparts, and may be provided and delivered to
the Trust by facsimile or other similar electronic mechanism.

     Section 10. Committees.  To facilitate certain requirements under the 1940
Act, the Trust shall have a standing Audit Committee and a standing Nominating
Committee (collectively, the "Standing Committees").  The Trustees may designate
other committees of the Board.  The Trustees shall determine the number of
members of each committee, and may determine the quorum for each committee, and
shall appoint its members and its chair.  Each committee member shall serve at
the pleasure of the Trustees.  The Trustees may abolish any committee other than
the Standing Committees, at any time.  Each committee shall maintain records of
its meetings and report its actions to the full Board.  The Trustees may rescind
any action of any committee, but such rescission shall not have retroactive
effect except as agreed by the committee.  The Trustees may delegate to any
committee any of its powers, subject only to the express limitations of the 1940
Act.

     Committees may act with or without a meeting.  Each committee may adopt
such rules governing its proceedings, quorum and manner of acting as it deems
proper and desirable if the Board does not determine otherwise.  In the absence
of the adoption of such rules, a majority of the committee shall constitute a
quorum, and a committee shall act at a meeting by the vote of a majority of the
members present, or without a meeting by written consent of a majority of the
committee members.

     Section 11. Audit Committee.  The Audit Committee is responsible for (a)
recommending independent accountants for selection by the Boards, (b) reviewing
the scope of audit, accounting and financial internal controls and the quality
and adequacy of each Trust's accounting staff with the independent accountants
and such other persons as may be deemed appropriate, (c) reviewing, as
necessary, with the accounting staff and the independent accountants the
compliance of transactions between each Trust and any affiliated persons of the
Trust, (d) reviewing reports of the independent accountants, and (e) making
themselves directly available to the independent accountants and responsible
Officers of the Trusts for consultation on audit, accounting and related
financial matters.  The Board may expand or clarify the responsibilities of the
Audit Committee by adopting a committee charter or otherwise, but may not narrow
the responsibilities set forth here without the consent of the Audit Committee.

     Section 12. Nominating Committee.  The Nominating Committee is responsible
for recommending to the Board persons to be nominated for election as Trustees
by the Shareholders at any required Shareholder meeting and a person to be
appointed to fill any vacancy occurring on the Board.  Notwithstanding this
section, the nomination and selection of those Trustees who are not "interested
persons" (as defined under the 1940 Act) shall be committed to the discretion of
the disinterested Trustees so long as the Trust has in effect one or more plans
pursuant to Rule 12b-1 under the 1940 Act.  The Board may expand or clarify the
responsibilities of the Nominating Committee by adopting a committee charter or
otherwise, but may not narrow the responsibilities set forth here without the
consent of the Nominating Committee.

                                       5
<PAGE>

     Section 13. Ownership of Trust Property. The Trust Property of the Trust
and of each Series shall be held separate and apart from any assets now or
hereafter held in any capacity (other than as Trustee hereunder) by the Trustees
or any successor Trustees. All of the Trust Property and legal title thereto
shall at all times be considered as vested in the Trustees on behalf of the
Trust, except that the Trustees may cause legal title to any Trust Property to
be held by or in the name of the Trust, or in the name of any person as nominee.
No Shareholder shall have any interest in specific property of the Trust or of
any Series or any right of partition or possession thereof, but each Shareholder
shall have, as provided in Article IV, a proportionate undivided beneficial
interest in the assets of the Trust or Series represented by Shares.

     Section 14. Effect of Trustees Not Serving.  The death, resignation,
retirement, removal, incapacity, or inability or refusal to serve of any one or
more or all of the Trustees, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration.

     Section 15. Trustees as Shareholders.  Subject to any restrictions that the
Trustees may establish, any Trustee, officer, agent or independent contractor of
the Trust may acquire, own and dispose of Shares to the same extent as any other
Shareholder; the Trustees may issue and sell Shares to and buy Shares from any
such person or any firm or company in which such person is interested, subject
only to any general limitations herein.  The Trustees are not required to be
Shareholders of the Trust.

     Section 16. Compensation of Trustees. Each Trustee and each committee
member may receive such compensation for his or her services and reimbursement
for expenses as may be fixed from time to time by the Trustees.

                                  ARTICLE III
                            POWERS OF THE TRUSTEES

     Section 1.  Powers. The Board shall have full, exclusive and complete power
and discretion to manage and control the business and affairs of the Trust, and
to make all decisions affecting the business and affairs of the Trust. No
Shareholder or assignee of Shares, as such, shall have any authority, right or
power to bind the Trust or to manage or control, or to participate in the
management or control of, the business and affairs of the Trust in any manner
whatsoever. The Trustees shall have exclusive and absolute control over the
Trust Property and over the business of the Trust to the same extent as if they
were the sole owners of the Trust Property and business in their own right. The
Trustees shall have full power and authority to take or refrain from taking any
action and to execute any contracts and instruments that they may consider
necessary, desirable, convenient or incidental in the management of the Trust.
To the fullest extent permitted by applicable law, the Trustees shall not in any
way be bound or limited by current or future laws or customs applicable to trust
investments, but shall have full power and authority to make any investments
which they, in their sole discretion, deem proper to accomplish the purposes of
the Trust, and to dispose of the same. The Trustees may exercise all of their
powers without recourse to any court or other authority. Subject only to any
express limitation in the 1940 Act, this Declaration or contained in any Board
resolution, the Trustees' power and authority shall include, without limitation,
the power and the authority:

                                       6
<PAGE>

     (a)  To operate as and carry on the business of a registered investment
company, and exercise all the powers necessary, proper or convenient to conduct
such a business;

     (b)  To subscribe for, invest in, reinvest in, purchase, or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute, or
otherwise deal in or dispose of any form of property, including, without
limitation, cash (U.S. currency, foreign currencies and related instruments),
and securities (including, without limitation, common and preferred stocks,
equity interests and securities, warrants, bonds, debentures, time notes, and
all other evidences of indebtedness, negotiable or non-negotiable instruments,
obligations, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, reverse repurchase agreements, convertible securities,
forward contracts, options, and futures contracts) issued, guaranteed, or
sponsored by, without limitation, any state, territory, or possession of the
United States or the District of Columbia or their political subdivisions,
agencies, or instrumentalities, or by the U.S. government, any foreign
government, or any agency, instrumentality, or political subdivision thereof, or
by any international instrumentality, or by any bank, savings institution,
corporation, partnership, limited liability company, trust, or other business
entity organized under the laws of the United States (including a registered
investment company or any series thereof, subject to the provisions of the 1940
Act) or under foreign laws without regard to whether any such securities mature
before or after the possible termination of the Trust; to exercise any and all
rights, powers, and privileges of ownership or interest in respect of any and
all such property of every kind and description; and to hold cash or other
property uninvested, without in any event being bound or limited by any current
or future law or custom concerning investments by trustees;

     (c)  To adopt By-Laws not inconsistent with this Declaration providing for
the conduct of the business of the Trust and to amend and repeal them;

     (d)  To elect and remove such officers of the Trust and appoint and
terminate such agents of the Trust as they deem appropriate;

     (e)  To employ as custodian of any assets of the Trust, subject to any
provisions herein or by resolution of the Board, one or more banks, trust
companies or companies that are members of a national securities exchange, or
other entities permitted by the Commission to serve as such;

     (f)  To retain one or more transfer agents;

     (g)  To provide for the distribution of Shares either through a Principal
Underwriter as provided herein or by the Trust itself, or both, and, subject to
applicable law, to adopt a distribution plan of any kind;

     (h)  To set record dates in the manner provided for herein or in the By-
Laws;

     (i)  To delegate such authority as they consider desirable to such of their
number or to officers, employees or agents of the Trust including, without
limitation, the ability to perform actions or execute instruments in the name of
the Trust, the name of the Trustees or otherwise as the Trustees may deem
necessary, desirable or convenient;

                                       7
<PAGE>

     (j)  To sell or exchange any or all of the assets of the Trust, subject to
Article XI, Section 4;

     (k)  To vote or give assent, or exercise any rights of ownership, with
respect to other securities or property; and, if necessary, to execute and
deliver powers of attorney delegating such power to other persons;

     (l)  To establish separate and distinct Series, each with its own defined
investment objectives and policies and distinct investment purposes, and with
separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article IV;

     (m)  To incur and pay all expenses that in the Trustees' opinion are
necessary or incidental to carry out any of the purposes of this Declaration; to
pay reasonable compensation to themselves as Trustees from the Trust Property or
the assets belonging to any appropriate Series or Class; to pay themselves such
compensation for special services, including legal and brokerage services, and
such reimbursement for expenses reasonably incurred by themselves on behalf of
the Trust or any Series or Class, as they in good faith may deem reasonable; and
to fix the compensation of all officers and employees of the Trust;

     (n)  To the full extent permitted by Section 3804 of the Delaware Act, to
allocate assets, revenue, liabilities and expenses of the Trust to a particular
Series and liabilities and expenses to a particular Series or Class or to
apportion the same between or among two or more Series or Classes, provided that
any liabilities or expenses incurred by a particular Series or Class shall be
payable solely out of the assets belonging to that Series or Class as provided
for in Article IV, Section 4;

     (o)  To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not limited to,
claims for taxes;

     (p)  To make distributions of income and of capital gains to Shareholders
          in the manner hereinafter provided for;

     (q)  To borrow money, issue evidence of indebtedness or otherwise obtain
credit and to secure the same by mortgaging, pledging, or otherwise subjecting
as security any assets of the Trust, including the lending of portfolio
securities, and to endorse, guarantee, or undertake the performance of any
obligation, contract, or engagement of any other person, firm, association, or
corporation, subject only to the requirements of the 1940 Act and any other
applicable law;

     (r)  To establish committees for such purposes, with such membership, and
with such responsibilities as the Trustees may consider proper, including a
committee consisting of fewer than all of the Trustees then serving, which may
act for and bind the Trustees and the Trust with respect to the institution,
prosecution, dismissal, settlement, review or investigation of any legal action,
suit or proceeding, pending or threatened;

     (s)  To purchase, and pay for out of Trust Property or the assets belonging
to any appropriate Series, insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, and/or independent contractors of the
Trust (including the investment adviser of any

                                       8
<PAGE>

Series) against all claims arising by reason of holding any such position or by
reason of any action taken or omitted by any such person in such capacity,
whether or not the Trust would have the power to indemnify such person against
such claim;

     (t)  To issue, sell, repurchase, redeem, cancel, retire, acquire, hold,
resell, reissue, dispose of and otherwise deal in Shares; to establish terms and
conditions regarding the issuance, sale, repurchase, redemption, cancellation,
retirement, acquisition, holding, resale, reissuance, disposition of or dealing
in Shares; and, subject to Articles IV and V, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the Trust or of the particular Series with respect to which such
Shares are issued;

     (u)  To definitively interpret the investment objectives, policies and
limitations of the Trust or any Series; and

     (v)  To carry on any other business in connection with or incidental to any
of the foregoing powers, to do everything necessary, desirable or convenient to
accomplish any purpose or to further any of the foregoing powers, and to take
any other action in connection with or incidental to the foregoing business or
purposes, objects or powers.

     The clauses above shall be construed as objects and powers, and the
enumeration of specific powers shall not limit in any way the general powers of
the Board or the Trustees.  Any action by one or more of the Trustees in their
capacity as Trustee(s) shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity.  No one dealing
with the Trustees shall be under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the application of any payments made
or property transferred to the Trustees or upon their order.  In construing this
Declaration, the presumption shall be in favor of a grant of power to the Board
and the Trustees.

     Section 2.  Certain Transactions.  Except as expressly prohibited by
applicable law, the Trustees may, on behalf of the Trust, buy any securities
from or sell any securities to, or lend any assets of the Trust to, any Trustee
or officer of the Trust or any firm of which any such Trustee or officer is a
member, acting as principal, or have any such dealings with any investment
adviser, administrator, principal underwriter or transfer agent for the Trust or
with any Interested Person of such person.  The Trust may employ any such person
or entity in which such person is an Interested Person, or broker, legal
counsel, registrar, investment adviser, administrator, distributor, transfer
agent, dividend disbursing agent, custodian or in any other capacity upon
customary terms.

                                  ARTICLE IV
                            SERIES; CLASSES; SHARES

     Section 1.  Establishment of Series or Class. The Board may divide the
Trust into one or more Series. The Trustees may divide any Series into one or
more Classes of Shares. The Initial Trustees shall establish the initial Series
and Classes of each Series by written unanimous consent. Each additional Series
or division of Series into Classes may be established by any permissible action
of the Trustees, including by resolution at a meeting. The Trustees may
designate the relative rights and preferences of the Shares of each Series. If a
Series is divided

                                       9
<PAGE>

into Classes, each Class of a Series shall represent an undivided beneficial
interest in the assets of that Series and have identical voting, dividend,
liquidation and other rights and the same terms and conditions, except that
expenses allocated to a Class shall be borne solely by such Class as determined
by the Trustees and a Class may have exclusive voting rights with respect to
matters affecting only that Class. The Trust shall maintain separate and
distinct records for each Series and hold and account for the assets thereof
separately from the other assets of the Trust or of any other Series. A Series
may issue any number of Shares and need not issue any Shares. Each Share of a
Series shall represent an equal undivided beneficial interest in the net assets
of such Series except to the extent affected by expense allocations. Each holder
of Shares of a Series shall be entitled to receive his or her pro rata share of
all distributions made with respect to such Series except to the extent affected
by expense allocations. Upon redemption of his or her Shares, such Shareholder
shall be paid solely out of the funds and property of such Series. The Trustees
may change the name of any Series or Class.

     Section 2.  Shares.  The beneficial interest in the Trust shall be divided
into Shares of one or more separate and distinct Series or Classes established
by the Trustees.  The number of Shares of each Series and Class is unlimited and
each Share shall have a par value (if any) as the Trustees may determine from
time to time.  All Shares issued hereunder shall be fully paid and
nonassessable.  Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust.  The
Trustees shall have full power and authority, in their sole discretion and
without obtaining Shareholder approval, to issue original or additional Shares
at such times and on such terms and conditions as they deem appropriate; to
issue fractional Shares and Shares held in the treasury; to establish and to
change in any manner Shares of any Series or Classes with such preferences,
terms of conversion, voting powers, rights and privileges as the Trustees may
determine; to divide or combine the Shares of any Series or Classes into a
greater or lesser number; to classify or reclassify any unissued Shares of any
Series or Classes into one or more Series or Classes of Shares; to abolish any
one or more Series or Classes of Shares; to issue Shares to acquire other assets
(including assets subject to, and in connection with, the assumption of
liabilities) and businesses; and to take such other action with respect to the
Shares as the Trustees may deem desirable.  Shares held in the treasury shall
not confer any voting rights on the Trustees and shall not be entitled to any
dividends or other distributions declared with respect to the Shares.

     Section 3.  Investment in the Trust.  The Trust may accept investments in
any Series from any persons and in any form, subject to such limitations or
terms as they may from time to time impose. Unless the Board directs otherwise,
such investments, subject only to the express requirements of the 1940 Act, may
be in the form of cash or securities in which that Series is authorized to
invest, valued as provided in Article V, Section 3. Investments in a Series
shall be credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is received
or accepted as may be determined by the Trustees; provided, however, that the
Trustees may, in their discretion, (a) impose a sales charge upon investments in
any Series or Class, (b) issue fractional Shares, or (c) determine the Net Asset
Value per Share of the initial investment. The Trustees shall have the right to
refuse to accept investments, or any investment, in any Series at any time
without any cause or reason whatsoever.

                                       10
<PAGE>

     Section 4.  Assets and Liabilities of Series.  All consideration received
by the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof (including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may
be), shall be held and accounted for separately from the other assets of the
Trust and every other Series and are referred to as "assets belonging to" that
Series. The assets belonging to a Series shall belong only to that Series for
all purposes, and to no other Series, and shall be subject only to the rights of
creditors of that Series. Any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as belonging to
any particular Series shall be allocated by the Trustees between and among one
or more Series as the Trustees deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Series for all
purposes, and such assets, earnings, income, profits or funds, or payments and
proceeds thereof shall be referred to as assets belonging to that Series. The
assets belonging to a Series shall be so recorded upon the books of the Trust,
and shall be held by the Trustees in trust for the benefit of the Shareholders
of that Series. The assets belonging to a Series shall be charged with the
liabilities of that Series and all expenses, costs, charges and reserves
attributable to that Series, except that liabilities and expenses allocated
solely to a particular Class shall be borne by that Class. Any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series or Class shall be
allocated and charged by the Trustees between or among any one or more of the
Series or Classes in such manner as the Trustees deem fair and equitable. Each
such allocation shall be conclusive and binding upon the Shareholders of all
Series or Classes for all purposes.

     Without limiting the foregoing, but subject to the right of the Trustees to
allocate general liabilities, expenses, costs, charges or reserves as herein
provided, the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular Series shall be
enforceable against the assets of such Series only, and not against the assets
of the Trust generally or of any other Series and, unless otherwise provided in
this Declaration, none of the debts, liabilities, obligations, expenses
incurred, contracted for or otherwise existing with respect to the Trust
generally or any other Series shall be enforceable against the assets of such
Series.  Notice of this contractual limitation on liabilities among Series may,
in the Trustees discretion, be set forth in the certificate of trust of the
Trust (whether originally or by amendment) as filed or to be filed in the Office
of the Secretary of State of the State of Delaware pursuant to the Delaware Act,
and upon the giving of such notice in the certificate of trust, the statutory
provisions of Section 3804 of the Delaware Act relating to limitations on
liabilities among Series (and the statutory effect under Section 3804 of the
Delaware Act of setting forth such notice in the certificate of trust) shall
become applicable to the Trust and each Series.  Any person extending credit to,
contracting with or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt, with respect to that
Series.  No Shareholder or former Shareholder of any Series shall have a claim
on or any right to any assets allocated or belonging to any other Series.

     Section 5.  Ownership and Transfer of Shares.  The Trust or Transfer Agent
shall maintain a register containing the names and addresses of the Shareholders
of each Series and Class thereof, the number of Shares of each Series and Class
held by such Shareholders, and a record of all Share transfers.  The register
shall be conclusive as to the identity of Shareholders

                                       11
<PAGE>

of record and the number of Shares held by them from time to time. Shares shall
be uncertificated unless expressly authorized by the Trustees. The Trustees may
authorize the issuance of certificates representing Shares and adopt rules
governing their use. The Trustees may make rules governing the transfer of
Shares, whether or not represented by certificates. No Shareholder shall be
entitled to payments of distributions nor to any notice given, until it has
given its address to such officer or agent as shall keep the register.

     Section 6.  Status of Shares; Limitation of Shareholder Liability.  Shares
shall be deemed to be personal property giving Shareholders only the rights
provided in this Declaration.  Every Shareholder, by virtue of having acquired a
Share, shall be held expressly to have assented to and agreed to be bound by the
terms of this Declaration and to have become a party hereto.  No Shareholder, as
such, shall be personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing with respect to, the
Trust or any Series.  Shareholders, as such, shall have the same limitation of
personal liability as is extended to Stockholders of a private corporation for
profit organized under The General Corporation Law of the State of Delaware.
Every written obligation of the Trust or any Series shall contain a statement to
the effect that such obligation may only be enforced against the assets of the
Trust or such Series; however, the omission of such statement shall not operate
to bind or create personal liability for any Shareholder or Trustee or any other
series.

                                   ARTICLE V
                         DISTRIBUTIONS AND REDEMPTION

     Section 1. Distributions.  The Trustees may declare and pay dividends and
other distributions, including dividends on Shares of a particular Series and
other distributions from the assets belonging to that Series.  The amount and
payment of dividends or distributions and their form, whether they are in cash,
Shares or other Trust Property, shall be determined by the Trustees in their
discretion.  Dividends and other distributions may be paid pursuant to a
standing resolution adopted once or more often as the Trustees determine.  All
dividends and other distributions on Shares of a particular Series shall be
distributed pro rata to the Shareholders of that Series in proportion to the
number of Shares of that Series they held on the record date established for
such payment, except that such dividends and distributions shall appropriately
reflect expenses allocated to a particular Class of such Series.  The Trustees
may adopt and offer to Shareholders such dividend reinvestment plans, cash
dividend payout plans or similar plans as the Trustees deem appropriate.

     Section 2. Redemptions.  As required under the 1940 Act, each Shareholder
of a Series shall have the right at such times as may be determined by the
Trustees to require the Series to redeem all or any part of his or her Shares at
a redemption price per Share equal to the Net Asset Value per Share at such time
as the Trustees shall have prescribed by resolution, less any applicable charges
or sales loads. In the absence of such resolution, the redemption price per
Share shall be the Net Asset Value next determined after receipt by the Series
of a request for redemption in proper form less such charges as are determined
by the Trustees and described in the Trust's Registration Statement for that
Series under the Securities Act of 1933 and/or the 1940 Act. The Trustees may
specify conditions, prices, and places of redemption, and may specify binding
requirements for the proper form or forms of requests for redemption. Payment of
the redemption price may be wholly or partly in securities or other assets at
the value of such

                                       12
<PAGE>

securities or assets used in such determination of Net Asset Value, or may be in
cash. Upon redemption, Shares shall not be cancelled and may be reissued from
time to time. The Trustees may require Shareholders to redeem Shares for any
reason under terms set by the Trustees, including the failure of a Shareholder
to supply a personal identification number if required to do so, or to have the
minimum investment required, or to pay when due for the purchase of Shares
issued to him. To the extent permitted by law, the Trustees may retain the
proceeds of any redemption of Shares required by them for payment of amounts due
and owing by a Shareholder to the Trust or any Series or Class. Notwithstanding
the foregoing, the Trustees may postpone payment of the redemption price and may
suspend the right of the Shareholders to require any Series or Class to redeem
Shares during any period of time when and to the extent permissible under the
1940 Act.

     Section 3. Determination of Net Asset Value. The Trustees shall cause the
Net Asset Value of Shares of each Series or Class to be determined from time to
time in a manner consistent with the 1940 Act. The Trustees may delegate the
power and duty to determine Net Asset Value per Share to one or more Trustees or
officers of the Trust or to a custodian, depository or other agent appointed for
such purpose. The Net Asset Value of Shares shall be determined separately for
each Series or Class at such times as may be prescribed by the Trustees or, in
the absence of action by the Trustees, as of the close of regular trading on the
New York Stock Exchange on each day such Exchange is open for trading.

     Section 4. Suspension of Right of Redemption. If, as referred to in Section
2 of this Article, the Trustees postpone payment of the redemption price and
suspend the right of Shareholders to redeem their Shares, such suspension shall
take effect at the time the Trustees shall specify, but not later than the close
of business on the business day next following the declaration of suspension.
Thereafter Shareholders shall have no right of redemption or payment until the
Trustees declare the end of the suspension. If the right of redemption is
suspended, a Shareholder may either withdraw his or her request for redemption
or receive payment based on the Net Asset Value per Share next determined after
the suspension terminates.

                                  ARTICLE VI
                   SHAREHOLDERS' VOTING POWERS AND MEETINGS

     Section 1. Voting Powers. The Shareholders shall have the right to vote
only on matters as expressly required under the 1940 Act or under the law of
Delaware applicable to business trusts. This Declaration shall not confer any
independent right to Shareholders to vote for any matter, including the
creation, operation, dissolution, or termination of the Trust. The Shareholders
shall have the right to vote on other matters only as the Trustees may consider
desirable, and so authorize. To the extent that the 1940 Act or Delaware law is
amended by rule, regulation, order, or no-action letter to eliminate or limit
Shareholders' right to vote on any specific matter, the Shareholders' right to
vote shall be deemed to be amended, modified or interpreted in accordance
therewith without further approval by the Trustees or the Shareholders.

     Currently, the 1940 Act requires that shareholders have the right to vote,
under certain circumstances, to: (a) elect Trustees; (b) approve investment
advisory agreements and principal underwriting agreements; (c) approve a change
in subclassification; (d) approve any change in fundamental investment policies;
(e) approve a distribution plan under Rule 12b-1 of the 1940

                                       13
<PAGE>

Act; and (f) terminate the Trust's independent public accountant. The
Shareholders may vote on any additional matter only as the Trustees may consider
desirable, and so authorize. Shareholders have the right to call special
meetings and vote to remove Trustees but only if and to the extent that the
Commission staff takes the position that Section 16(c) of the 1940 Act gives
them such right.

     On any matter that requires Shareholder approval under the 1940 Act,
whether Shareholders are required to vote by Series or Class shall be determined
by reference to the express requirements of the 1940 Act. On other matters
submitted to a vote of the Shareholders in the discretion of the Trustees, or
for which the 1940 Act does not expressly specify the voting procedure, all
Shares shall be voted in the aggregate and not by Series or Class unless the
Trustees determine otherwise. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote, and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy or
in any manner authorized by the Trustees. Unless the Trustees declare otherwise,
proxies may be given by any electronic or telecommunications device, including
telefax, telephone or through the Internet, but if a proposal by anyone other
than the officers or Trustees is submitted to a vote of the Shareholders of any
Series or Class, or if there is a proxy contest or proxy solicitation or
proposal in opposition to any proposal by the officers or Trustees, Shares may
be voted only in person or by written proxy unless the Trustees specifically
authorize other permissible methods of transmission. Until Shares of a Series
are issued, as to that Series the Trustees may exercise all rights of
Shareholders and may take any action required or permitted to be taken by
Shareholders by law, or this Declaration.

     Section 2. Meetings of Shareholders. There shall be no annual Shareholders'
meeting unless required by law. The first Shareholders' meeting shall be held to
elect Trustees at such time and place as the Trustees designate, unless such
action is taken by consent of Shareholders. Special meetings of the Shareholders
of any Series or Class may be called by the Trustees. Only if required under
Section 16(c) of the 1940 Act, as interpreted by the staff of the Commission,
special meetings shall be called by the Trustees upon the written request of
Shareholders owning at least ten percent of the Outstanding Shares of the Trust
entitled to vote for purposes of removing a Trustee. Shareholders shall be
entitled to at least fifteen calendar days notice of any meeting, given as
determined by the Trustees.

     Section 3. Quorum; Required Vote. One-third of the Outstanding Shares of
each Series or Class, or one-third of the Outstanding Shares of the Trust,
entitled to vote in person or by proxy shall be a quorum for the transaction of
business at a Shareholders' meeting with respect to such Series or Class, or
with respect to the entire Trust, respectively. Any lesser number shall be
sufficient for adjournments. Any adjourned session of a Shareholders' meeting
may be held within a reasonable time without further notice. Except when a
larger vote is expressly required by the 1940 Act, if a quorum is present at a
meeting, an affirmative vote of a majority of the Outstanding Shares of the
Trust voted in person or by proxy shall decide any matters to be voted upon with
respect to the entire Trust. However, if the 1940 Act requires, or this
Declaration permit, or the Trustees determine, that Shares be voted on any
matter by Series or Classes, then a majority of the Outstanding Shares of that
Series or Class (or, if required by law, a Majority Shareholder Vote of that
Series or Class) voted in person or by proxy shall decide that matter insofar as
that Series or Class is concerned. Shareholders may act as to the

                                       14
<PAGE>

Trust or any Series or Class by the written consent of a majority (or such
greater amount as may be required by applicable law or this Declaration) of the
Outstanding Shares of the Trust or of such Series or Class, as the case may be.

                                  ARTICLE VII
                       CONTRACTS WITH SERVICE PROVIDERS

     Section 1. Investment Adviser. The Trustees may enter into one or more
investment advisory contracts on behalf of the Trust or any Series, providing
for investment advisory services, statistical and research facilities and
services, and other facilities and services to be furnished to the Trust or
Series on terms and conditions acceptable to the Trustees. Any such contract may
provide for the investment adviser to effect purchases, sales or exchanges of
portfolio securities or other Trust Property on behalf of the Trustees or may
authorize any officer or agent of the Trust to effect such purchases, sales or
exchanges pursuant to recommendations of the investment adviser. The Trustees
may authorize the investment adviser to employ one or more sub-advisers. The
Shareholders of the Trust or any Series shall have the right to vote to approve
investment advisory contracts to the extent such approval is required under the
1940 Act.

     Section 2. Principal Underwriter. The Trustees may enter into one or more
distribution contracts on behalf of the Trust or any Series or Class, providing
for the distribution and sale of Shares by the other party, either directly or
as sales agent, on terms and conditions acceptable to the Trustees. The Trustees
may adopt a plan or plans of distribution with respect to Shares of any Series
or Class and enter into any related agreements, whereby the Series or Class
finances directly or indirectly any activity that is primarily intended to
result in sales of its Shares, subject to the requirements of Section 12 of the
1940 Act, Rule 12b-1 thereunder, and other applicable rules and regulations.

     Section 3. Transfer Agency, Accounting, and Other Services. The Trustees,
on behalf of the Trust or any Series or Class, may enter into one or more
transfer agency, accounting, administration contracts and contracts for such
other services necessary or appropriate to carry out the business and affairs of
the Trust with any party or parties on terms and conditions acceptable to the
Trustees.

     Section 4. Custodian. The Trustees shall at all times place and maintain
the securities and similar investments of the Trust and of each Series in
custody under arrangements that meet the requirements of Section 17(f) of the
1940 Act and the rules thereunder. The Trustees, on behalf of the Trust or any
Series, may enter into one or more contracts with a custodian on terms and
conditions acceptable to the Trustees, providing for the custodian, among other
things, to (a) hold the securities owned by the Trust or any Series and deliver
the same upon written order or oral order confirmed in writing, (b) receive and
receipt for any moneys due to the Trust or any Series and deposit the same in
its own banking department or elsewhere, (c) disburse such funds upon orders or
vouchers, and (d) employ one or more sub-custodians.

     Section 5. Parties to Contracts with Service Providers. The Trustees may
enter into any contract with any entity, even if one or more of the Trustees or
officers of the Trust may be an officer, director, trustee, partner,
Shareholder, or member of such entity, and no such contract

                                       15
<PAGE>

shall be invalidated or rendered void or voidable because of such relationship.
No person having such a relationship shall be disqualified from voting on or
executing a contract in his or her capacity as Trustee and/or Shareholder, or be
liable merely by reason of such relationship for any loss or expense to the
Trust with respect to such a contract or accountable for any profit realized
directly or indirectly therefrom; provided, that the contract was reasonable and
fair and not inconsistent with this Declaration.

     Each contract referred to in Sections 1 and 2 of this Article shall be
consistent with and subject to the applicable requirements of Section 15 of the
1940 Act and the rules and orders thereunder with respect to its continuance in
effect, its termination, and the method of authorization and approval of such
contract or renewal.

                                 ARTICLE VIII
                       EXPENSES OF THE TRUST AND SERIES

     Subject to Article IV, Section 4, the Trust or a particular Series shall
pay, or shall reimburse the Trustees, from the Trust estate or the assets
belonging to the particular Series, for their expenses and disbursements,
including, but not limited to, interest charges, taxes, brokerage fees and
commissions; expenses of issue, repurchase and redemption of Shares; insurance
premiums; applicable fees, interest charges and expenses of third parties,
including the Trust's investment advisers, managers, administrators,
distributors, custodians, transfer agents and fund accountants; fees of pricing,
interest, dividend, credit and other reporting services; costs of membership in
trade associations; telecommunications expenses; funds transmission expenses;
auditing, legal and compliance expenses; costs of forming the Trust and its
Series and maintaining their existence; costs of preparing and printing the
prospectuses of the Trust and each Series, statements of additional information
and Shareholder reports and delivering them to Shareholders; expenses of
meetings of Shareholders and proxy solicitations therefor; costs of maintaining
books and accounts; costs of reproduction, stationery and supplies; fees and
expenses of the Trustees; compensation of the Trust's officers and employees and
costs of other personnel performing services for the Trust or any Series; costs
of Trustee meetings; Commission registration fees and related expenses; state or
foreign securities laws registration or notice fees and related expenses; and
for such non-recurring items as may arise, including litigation to which the
Trust or a Series (or a Trustee or officer of the Trust acting as such) is a
party, and for all losses and liabilities incurred by them in administering the
Trust. The Trustees shall have a lien on the assets belonging to the appropriate
Trust or the Series, or in the case of an expense allocable to more than one
Series, on the assets of each such Series, prior to any rights or interests of
the Shareholders thereto, for the reimbursement to them of such expenses or
disbursements, or for any losses or liabilities to which they become subject in
their capacity as Trustees.

                                  ARTICLE IX
                  LIMITATION OF LIABILITY AND INDEMNIFICATION

     Section 1. Limitation of Liability. All persons contracting with or having
any claim against the Trust or a particular Series shall look only to the assets
of the Trust or such Series, respectively, for payment under such contract or
claim; and neither the Trustees nor any of the Trust's officers, employees or
agents, whether past, present or future (each a "Covered Person,"

                                       16
<PAGE>

and collectively the "Covered Persons"), shall be personally liable therefor. No
Covered Person shall be liable to the Trust or to any Shareholder for any loss,
damage or claim incurred by reason of any act performed or omitted by such
Covered Person in good faith on behalf of the Trust, a Series or a Class, and in
a manner reasonably believed to be within the scope of authority conferred on
such Covered Person by this Declaration, except that a Covered Person shall be
liable for any loss, damage or claim incurred by reason of such Covered Person's
bad faith, gross negligence, willful misconduct or reckless disregard of the
duties involved in the conduct of his or her office.

     Section 2. Mandatory Indemnification. (a) Subject only to the express
limitations in the 1940 Act or other applicable laws, the Trust or the
appropriate Series shall indemnify each of its Covered Persons to the fullest
extent permitted under the 1940 Act and other applicable laws, including:

          (i)   against all liabilities and expenses reasonably incurred or paid
by him or her in connection with any claim, action, suit or proceeding in which
he or she becomes involved as a party or otherwise by virtue of his or her being
or having been a Covered Person and against amounts paid or incurred in the
settlement thereof

          (ii)  As used herein, the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without limitation, reasonable
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.

     (b) The rights of indemnification herein provided may be insured against by
policies of insurance maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, and shall inure to the benefit of the heirs, executors
and administrators of a Covered Person.

     (c) To the maximum extent permitted by the 1940 Act and other applicable
laws, expenses in connection with the preparation and presentation of a defense
to any claim, action, suit or proceeding of the character described in
subsection (a) of this Section shall be paid by the Trust or applicable Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be paid
over by him or her to the Trust or applicable Series if it is ultimately
determined that he or she is not entitled to indemnification under this Section;
provided, however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking, (ii) the Trust is insured against
losses arising out of any such advance payments or (iii) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trial-type inquiry) that there is reason to believe that such Covered Person
will not be disqualified from indemnification under this Section; provided,
however, that the Trust shall not be obligated to pay the expenses of any agent
acting pursuant to a written contract with the Trust, except to the extent
required by such contract;

                                       17
<PAGE>

     (d) Any repeal or modification of this Article IX shall be prospective
only, to the extent that such repeal or modification would, if applied
retrospectively, affect any limitation on the liability of any Covered Person in
an a manner that would be adverse to such Covered Person or affect any
indemnification available to any Covered Person in a manner that would be
adverse to such Covered Person with respect to any act or omission which
occurred prior to such repeal, modification or adoption.

     Section 3. Indemnification of Shareholders. If any Shareholder or former
Shareholder of any Series shall be held personally liable solely by reason of
his or her being or having been a Shareholder and not because of his or her acts
or omissions or for some other reason, the Shareholder or former Shareholder (or
his or her heirs, executors, administrators or other legal representatives or in
the case of any entity, its general successor) shall be entitled out of the
assets belonging to the applicable Series to be held harmless from and
indemnified against all loss and expense arising from such liability. The Trust,
on behalf of the affected Series, shall, at its discretion, be entitled to
assume the defense of any claim made against such Shareholder for any act or
obligation of the Series and satisfy any judgment thereon from the assets of the
Series.

     Section 4. Contractual Modification of Duties. To the extent that, at law
or equity, a Covered Person has duties (including fiduciary duties) and
liabilities relating to the Trust or any Series thereof or to any Shareholder,
any such Covered Person acting under this Declaration shall not be liable to the
Trust or any Series thereof or to any Shareholder for the Covered Person's good
faith reliance on the provisions of this Declaration. The provisions of this
Declaration, to the extent that they restrict or limit the duties and
liabilities of a Covered Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Covered Person.

                                   ARTICLE X
                                   OFFICERS

     Section 1. General. The officers of the Trust shall be a President, a
Treasurer, and a Secretary, and may include one or more Assistant Treasurers or
Assistant Secretaries and such other officers ("Other Officers") as the Trustees
may determine. As specified in Section 7 of Article II, the Trustees may select
one or more of their members to be Chairman or Co-Chairmen of the Board. The
Chairman or Co-Chairmen of the Board may be, but are not required to be,
officers of the Trust.

     Section 2. Election, Tenure and Qualifications of Officers. The Trustees
shall appoint the officers of the Trust. Each officer appointed by the Trustees
shall hold office until his or her successor shall have been appointed and
qualified or until his or her earlier death, inability to serve, or resignation.
Any person may hold more than one office, except that the President and the
Secretary may not be the same individual. A person who holds more than one
office in the Trust may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer. No officer need be a Trustee
or a Shareholder, unless specified otherwise by the Trustees.

     Section 3. Vacancies and Newly Created Offices. Whenever a vacancy shall
occur in any office or if any new office is created, the Trustees may fill such
vacancy or new office.

                                       18
<PAGE>

     Section 4. Removal and Resignation. Officers serve at the pleasure of the
Trustees and may be removed at any time with or without cause. The Trustees may
delegate the power to remove to the Chairman or President with respect to any
Other Officer. Any officer may resign from office at any time by delivering a
written resignation to the Trustees, Chairman, or the President. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

     Section 5. President. The President is the principal executive officer of
the Trust and shall have the power and responsibility to perform all duties
incidental to the office of President, subject to the Trustees' supervision, and
such other duties as from time to time, may be assigned to him by the Board In
the absence of a Chairman, the President shall preside over meetings of the
Board, unless the Trustees determine otherwise.

     Section 6. Treasurer and Assistant Treasurer(s). The Treasurer is the
principal financial officer and principal accounting officer of the Trust. As
such, the Treasurer shall have general charge of the finances and books of the
Trust, and shall report to the Trustees annually regarding the financial
condition of each Series as soon as possible after the close of such Series'
fiscal year. The Treasurer shall be responsible for the delivery of all funds
and securities of the Trust to such company as the Trustees shall retain as
Custodian. The Treasurer shall furnish such reports concerning the financial
condition of the Trust as the Trustees may request. The Treasurer shall have the
power and responsibility to perform all acts incidental to the office of
Treasurer, subject to the Trustees' supervision, and shall perform such
additional duties as the Trustees may designate.

     Any Assistant Treasurer may perform such duties of the Treasurer as the
Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may
perform all the duties of the Treasurer.

     Section 7. Secretary and Assistant Secretaries. The Secretary shall record
all resolutions, votes and proceedings of the meetings of Trustees and
Shareholders in books to be kept for that purpose. The Secretary shall be
responsible for giving and serving notices of the Trust, unless the Trustees
determine otherwise. The Secretary shall have custody of any seal of the Trust
and shall be responsible for the records of the Trust, including the Share
register and such other books and documents as may be required by the Trustees
or by law. The Secretary shall have the power and responsibility to perform all
acts incidental to the office of Secretary, subject to the supervision of the
Trustees, and shall perform such additional duties as the Trustees may
designate.

     Any Assistant Secretary may perform such duties of the Secretary as the
Trustees or the Secretary may assign, and, in the absence of the Secretary, may
perform all the duties of the Secretary.

     Section 8. Authority to Execute and File Applications for Exemptive Relief.
The Officers of the Trust, including, without limitation, the President,
Treasurer, any Assistant Treasurer, Secretary, any Assistant Secretary, or any
of them are delegated the authority to prepare, execute and file with the
Commission, any and all applications for exemptive orders, and any amendments or
supplements thereto, that the Officers believe are necessary, desirable or
convenient.

                                       19
<PAGE>

     Section 9.  Compensation of Officers. Each officer may receive such
compensation from the Trust for services and reimbursement for expenses as the
Trustees may determine.

     Section 10. Surety Bond. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required by
the 1940 Act and the rules and regulations of the Commission) to the Trust in
such sum and with such surety or sureties as the Trustees may determine,
conditioned upon the faithful performance of his or her duties to the Trust,
including responsibility for negligence and for the accounting of any of the
Trust's property, funds or securities that may come into his or her hands.

                                  ARTICLE XI
                                 MISCELLANEOUS

     Section 1.  Trust Not a Partnership. This Declaration creates a trust and
not a partnership. No Trustee shall have any power to bind personally either the
Trust's officers or any Shareholder to any obligation to which such person has
not consented.

     Section 2. Trustee Action; Expert Advice; No Bond or Surety. The
exercise by the Trustees of their powers and discretion in accordance with the
terms of this Declaration in good faith under the circumstances then prevailing
shall be binding upon everyone interested or affected thereby. Subject to the
provisions of Article IX, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of counsel or
other experts with respect to the meaning and operation of this Declaration, and
subject to the provisions of Article IX, shall not be liable for any act or
omission in accordance with such advice or for failing to follow such advice.
The Trustees shall not be required to give any bond as such, nor any surety if a
bond is obtained.

     Section 3.  Record Dates. The Trustees may fix in advance a date up to
ninety (90) days before the date of any Shareholders' meeting, or the date for
the payment of any dividends or other distributions, or the date for the
allotment of any other rights, or the date when any change or conversion or
exchange of Shares shall go into effect as a record date for the determination
of the Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of such dividend or other distribution, or to
receive any such allotment of rights, or to exercise such rights in respect of
any such change, conversion or exchange of Shares.

     Section 4.  Dissolution or Termination of a Class, Series or the Trust. (a)
This Trust shall have perpetual existence. Notwithstanding the foregoing, the
Trustees may, without Shareholder approval (unless the 1940 Act or other
applicable law expressly provides otherwise):

          (i) sell and convey all or substantially all of the assets of the
Trust or any Series or Class of a Series to another Class or to another Series
or to another entity which is an open-end investment company as defined in the
1940 Act, or is a class or a series thereof, for adequate consideration, which
may include the assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust or any affected Series, and
which may include Shares of or interests in such Series, entity, or series
thereof; or

          (ii) at any time sell and convey, or convert into money, all or
substantially all of the assets of the Trust or any affected Series or Class of
a Series;

                                       20
<PAGE>

     Upon payment or the making of reasonable provision for the payment of all
known liabilities of the Trust or any affected Class or Series in either (i) or
(ii), by assumption or otherwise, the Trustees may distribute the remaining
proceeds or assets (as the case may be) ratably among the Shareholders of the
Trust or any affected Class or Series; however, the payment to the Shareholders
of any particular Class or Series may be reduced by any fees, expenses or
charges allocated to that Series or Class; and may dissolve the Trust or any
affected Series or Class of a Series.

     (b) In determining whether to dissolve the Trust, a Series or a Class of a
Series, the Trustees may take into account whether continuation of the Trust,
Series or Class is in the best interests of the Trust, Series or such Class, or
their respective Shareholders as a result of factors or events adversely
affecting the ability of the Trust or such Series or Class to conduct its
business and operations in an economically viable manner. Such factors and
events may include the inability of the Trust, Series or Class to maintain its
assets at an appropriate size, changes in laws or regulations governing the
Trust, Series or Class or affecting assets of the type in which the Trust or
Series invests, or economic developments or trends having a significant adverse
impact on the business or operations of the Trust, Series or Class. If a
majority of the Trustees determine that the continuation of the Trust, Series,
or Class is not in the best interests of the Trust, such Series or Shareholders,
such determination is conclusive and binding upon the Trust, Series, Class and
their respective Shareholders.

     (c) Upon completion of the winding up of the affairs of the Trust and the
distribution of the remaining proceeds or assets pursuant to subsection (a), the
Trust shall terminate and the Trustees and the Trust shall be discharged of any
and all further liabilities and duties hereunder with respect thereto and the
right, title and interest of all parties therein shall be canceled and
discharged. Upon dissolution (as defined in the Delaware Act) of the Trust,
following completion of winding up of its business, the Trustees shall cause a
certificate of cancellation of the Trust's certificate of Trust, which may be
signed by any one Trustee, to be filed in accordance with the Delaware Act.

     (d) The dissolution or termination of a Series or a Class shall not affect
the existence of the Trust or any other Series or Class. Upon completion of the
winding up of the affairs of a terminated Series and the distribution of the
assets pursuant to subparagraph (a), the Trustees shall, by Board resolution or
other written instrument, record in the Trust's books and records that the
Series or Class is terminated.

     Section 5. Reorganization. Unless Shareholder approval is expressly
required under the 1940 Act, the Trustees may, without the need of any action or
vote of the Shareholders or any other person or entity, (a) cause the Trust to
merge or consolidate with or into one or more business trust or other business
entities (as defined under The Delaware Act), if the surviving or resulting
entity is the Trust or another open-end management investment company under the
1940 Act, or a series thereof, that will succeed to or assume the Trust's
registration under the 1940 Act, or (b) cause the Trust to incorporate under the
laws of Delaware.

     Pursuant to and in accordance with the provisions of Section 3815(f) of the
Delaware Act, an agreement of merger or consolidation approved by the Trustees
in accordance with this Section 5 may effect any amendment to the Declaration or
effect the adoption of a new

                                       21
<PAGE>

governing Declaration of the Trust if it is the surviving or resulting trust in
the merger or consolidation. Any agreement of merger or consolidation or
certificates of merger may be signed by any Trustee authorized by resolution of
a majority of the Trustees and facsimile signatures conveyed by electronic or
telecommunication means shall be valid.

     Section 6. Declaration. The original or a copy of this Declaration and of
each amendment hereto or Declaration supplemental shall be kept at the office of
the Trust. Anyone dealing with the Trust may rely on a certificate by a Trustee
or an officer of the Trust as to the authenticity of the Declaration of Trust or
any such amendments or supplements and as to any matters in connection with the
Trust. This Declaration may be executed in any number of counterparts, each of
which shall be deemed an original.

     Section 7. Derivative Actions. As expressly provided in the Delaware Act,
Shareholders have the right to bring a derivative action if they meet the
express requirements of Delaware law. However, no derivative action may be
brought by Shareholders unless, in addition to any requirements of Delaware law,
Shareholders owning not less than one-third of the Outstanding Shares of all
Series of the Trust, or of the affected Series or Classes of the Trust, as the
case may be, join in the bringing of the derivative action.

     Section 8. Applicable Law. This Declaration and the Trust created hereunder
are governed by and construed and administered according to the Delaware Act and
the applicable laws of the State of Delaware; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Declaration (a) the
provisions of Section 3540 of Title 12 of the Delaware Code, or (b) any
provisions of the laws (statutory or common) of the State of Delaware (other
than the Delaware Act) pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or agency of trustee accounts or
schedules of trustee fees and charges, (ii) affirmative requirements to post
bonds for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a trust, (v)
the allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards of responsibilities or limitations on the acts or powers of
trustees, which are inconsistent with the limitations or liabilities or
authorities and powers of the Trustees set forth or referenced in this
Declaration. The Trust shall be of the type commonly called a Delaware business
trust, and, without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust under Delaware law. The
Trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts under
the Delaware Act, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.

     Section 9. Amendments. Because this Declaration does not confer any
independent rights to Shareholders not expressly granted under Delaware law or
the 1940 Act, this Declaration may be amended without Shareholder approval, and
all Shareholders purchase Shares with notice that this Declaration may be so
amended unless expressly required under the 1940 Act. The Trustees may, without
any Shareholder vote, amend or otherwise supplement this

                                       22
<PAGE>

Declaration by making an amendment, a trust instrument supplemental hereto or an
amended and restated declaration of trust; provided, that Shareholders shall
have the right to vote on any amendment if expressly required under the 1940 Act
or other applicable law, or submitted to them by the Trustees in their
discretion.

     Section 10. Fiscal Year. The fiscal year of the Trust or specific Series
within the Trust shall end on a specific date as determined by the Trustees in
this Declaration or by resolution or other written instrument. The Trustees may
change the fiscal year of the Trust, or any Series of the Trust without
Shareholder approval.

     Section 11. Severability. The provisions of this Declaration are severable.
If the Trustees determine, with the advice of counsel, that any provision hereof
conflicts with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination. If any provision hereof
shall be held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of this Declaration.

     Section 12. Principal Office. The principal office of the Trust shall be
located in San Francisco, California, or in such other location as the Trustees
may from time to time determine.

     Section 13. Inspection of the Books. Except as expressly required under the
1940 Act or conferred under other applicable law, Shareholders shall have no
right to inspect the books of the Trust except as the Trustees may expressly
authorize. The Trustees may authorize that the books of the Trust be open to
inspection by Shareholders under the conditions and regulations that they deem
desirable.

                                       23
<PAGE>

     IN WITNESS WHEREOF, the undersigned, being the Trustees, have executed this
Declaration as of the date first above written.


                              /s/ Robert C. Brown
                              --------------------------------------
                              Robert C. Brown,
                              as Trustee and not individually


                              /s/ Donald H. Burkhardt
                              --------------------------------------
                              Donald H. Burkhardt,
                              as Trustee and not individually


                              /s/ Jack S. Euphrat
                              --------------------------------------
                              Jack S. Euphrat,
                              as Trustee and not individually


                              /s/ Thomas S. Goho
                              --------------------------------------
                              Thomas S. Goho,
                              as Trustee and not individually


                              /s/ Peter G. Gordon
                              --------------------------------------
                              Peter G. Gordon,
                              as Trustee and not individually


                              /s/ W. Rodney Hughes
                              --------------------------------------
                              W. Rodney Hughes,
                              as Trustee and not individually


                              /s/ Richard M. Leach
                              --------------------------------------
                              Richard M. Leach,
                              as Trustee and not individually


                              /s/ J. Tucker Morse
                              --------------------------------------
                              J. Tucker Morse,
                              as Trustee and not individually

                                       24
<PAGE>

                              /s/ Timothy J. Penny
                              --------------------------------------
                              Timothy J. Penny,
                              as Trustee and not individually


                              /s/ Donald C. Willeke
                              --------------------------------------
                              Donald C. Willeke,
                              as Trustee and not individually

                                       25

<PAGE>


                                                          EXHIBIT 99.B(d)(1)

                          WELLS FARGO VARIABLE TRUST
                         INVESTMENT ADVISORY AGREEMENT


     This AGREEMENT is made as of this 20th day of September, 1999, between
Wells Fargo Variable Trust (the "Trust"), a business trust organized under the
laws of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201 and Wells Fargo Bank, N.A. (the "Adviser"),
a banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, 12th Floor, San
Francisco, California, 94104.

     WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "1940 Act") as an open-end management investment company and is
authorized to issue shares (as defined in the Trust's Declaration of Trust, as
amended and supplemented), in separate series;

     WHEREAS, the Trust desires that the Adviser perform investment advisory
services for each series of the Trust listed on Schedule A hereto as such
Schedule may be amended or supplemented from time to time by mutual agreement
(each a "Fund" and collectively the "Funds"), and the Adviser is willing to
provide those services on the terms and conditions set forth in this Agreement;

     NOW THEREFORE, the Trust and the Adviser agree as follows:

     Section 1.  The Trust; Delivery Of Documents. The Trust is engaged in the
business of investing and reinvesting its assets in securities of the type and
in accordance with the limitations specified in its Declaration of Trust, or
amended and supplemented, By-Laws (if any) and Registration Statement filed with
the Securities and Exchange Commission (the "Commission") under the 1940 Act and
the Securities Act of 1933 (the "Securities Act"), including any representations
made in the prospectus and statement of additional information relating to the
Funds contained therein and as may be supplemented from time to time, all in
such manner and to such extent as may from time to time be authorized by the
Trust's Board of Trustees (the "Board"). The Board is authorized to issue any
unissued shares in any number of additional classes or series. The Trust has
delivered copies of the documents listed in this Section to the Adviser and will
from time to time furnish the Adviser with any amendments thereof.

     Section 2.  Investment Adviser; Appointment. The Trust hereby employs
Adviser, subject to the direction and control of the Board, to manage the
investment and reinvestment of the assets in the Funds and, without limiting the
generality of the foregoing, to provide the other services specified in Section
3 hereof.

     Section 3.  Duties Of The Adviser.

     (a)  The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets for the Funds. Among other
things, the Adviser
<PAGE>

shall make all decisions with respect to the allocation of the Funds'
investments in various securities or other assets, in investment styles and, if
applicable, in other investment companies or pooled vehicles in which a Fund may
invest. To carry out such decisions, the Adviser is hereby authorized, as agent
and attorney-in-fact for the Trust, for the account of, at the risk of and in
the name of the Trust, to place orders and issue instructions with respect to
those transactions of the Funds. In all purchases, sales and other transactions
in securities for the Funds, the Adviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.

     (b)  The Adviser will report to the Board at each regular meeting thereof
all material changes in the Funds since the prior report, and will also keep the
Board informed of important developments affecting the Trust, each Fund and the
Adviser, and on its own initiative will furnish the Board from time to time with
such information as the Adviser may believe appropriate, whether concerning the
individual companies whose securities are held by a Fund, the industries in
which they engage, or the economic, social or political conditions prevailing in
each country in which a Fund maintains investments. The Adviser will also
furnish the Board with such statistical and analytical information with respect
to securities in the Funds as the Adviser may believe appropriate or as the
Board reasonably may request. In making purchases and sales of securities for
the Funds, the Adviser will comply with the policies set from time to time by
the Board as well as the limitations imposed by the Trust's Trust Instrument, By
- -Laws (if any) and Registration Statement under the 1940 Act and the Securities
Act, the limitations in the 1940 Act and in the Internal Revenue Code of 1986,
as amended, applicable to the Trust and the investment objectives, policies and
restrictions of each Fund.

     (c)  The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be appropriate or necessary to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be imposed on the
Trust in any such respect.

     (d)  The Adviser shall maintain records relating to portfolio transactions
and the placing and allocation of brokerage orders as are required to be
maintained by the Trust under the 1940 Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Commission and the Internal Revenue
Service. The books and records pertaining to the Trust which are in possession
of the Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Adviser's normal business hours. Upon the reasonable request of
the Trust, copies of any
<PAGE>

such books and records shall be provided promptly by the Adviser to the Trust or
the Trust's authorized representatives.

     (e)  With respect to a Fund, the Adviser shall have no duties or
obligations pursuant to this Agreement, during any period during which the Fund
invests all (or substantially all) of its investment assets in a registered,
open-end management investment company, or separate series thereof, in
accordance with Section 12(d)(1)(E) under the 1940 Act.

     Section 4.  Delegation Of Responsibilities. The Adviser may carry out any
of its obligations under this Agreement by employing, subject to supervision by
the Adviser, one or more Sub-Adviser(s) who are registered as investment
advisers pursuant to the Investment Advisers Act of 1940 or who are exempt from
registration thereunder ("Sub-Advisers"). Each Sub-Adviser's employment will be
evidenced by a separate written agreement approved by the Board and, if required
under the 1940, Act by the shareholders of the Fund (unless the Commission or
its staff has given authorization or issued an interpretation dispensing with
the requirement of shareholder approval). The Adviser shall not be liable
hereunder for any act or omission of any Sub-Adviser, except for failure to
exercise good faith in the employment of the Sub-Adviser and for failure to
exercise appropriate supervision of such Sub-Adviser, and as may otherwise be
agreed in writing. The Adviser shall be solely responsible for compensating any
Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Adviser
may, from time to time and at any time, terminate any Sub-Adviser and reassume
the responsibilities assigned to such Sub-Adviser with respect to any Fund
without obtaining the approval of the shareholders of the Fund.

     Section 5.  Control By Board. Any investment activities undertaken by the
Adviser pursuant to this Agreement, as well as any other activities undertaken
by the Adviser on behalf of the Funds, shall at all times be subject to the
direction and control of the Board.

     Section 6.  Compliance With Applicable Requirements. In carrying out its
obligations under this Agreement, the Adviser shall at all times comply with:

     (a)  all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;

     (b)  the provisions of the registration statement of the Trust, as it may
be amended from time to time, under the Securities Act and the 1940 Act;

     (c)  the provisions of the Declaration of Trust of the Trust, as it may be
amended from time to time;

     (d)  the provisions of any By-laws of the Trust, if adopted and as they may
be amended from time to time, or resolutions of the Board that may be adopted
from time to time;
<PAGE>

     (e)  the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds; and

     (f)  any other applicable provisions of state or federal law.

     Section 7.  Broker-dealer Relationships. In connection with the purchase
and sale of securities for the Funds, the Adviser is responsible for broker-
dealer selection and negotiation of brokerage commission rates. The Adviser's
primary consideration in effecting a security transaction will be to obtain the
best price and execution. In selecting a broker-dealer to execute each
particular transaction for a Fund, the Adviser will take the following into
consideration: the best net price available, the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the broker-
dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in
any transaction may be less favorable than that available from another broker-
dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies as the Board may
from time to time determine, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of having caused a Fund to pay a broker or dealer that provides
brokerage and research services to the Adviser an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Adviser with
respect to the Fund and to other clients of the Adviser. The Adviser is further
authorized to allocate the orders placed by it on behalf of the Funds to brokers
and dealers who also provide research or statistical material, or other services
to the Funds or to the Adviser. Such allocation shall be in such amounts and
proportions as the Adviser shall determine and the Adviser will report on said
allocations regularly to the Board, indicating the brokers to whom such
allocations have been made and the basis therefor.

     Section 8.  Expenses of The Fund.  All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Trust include, but are not limited to, brokerage
commissions, taxes, legal, auditing or governmental fees, the cost of preparing
share certificates, custodian, transfer agent and shareholder service agent
costs, expense of issue, sale, redemption and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to trustees and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Funds in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
the Funds' shareholders.
<PAGE>

     Section 9.  Compensation.

     (a)   As compensation for the advisory services provided under this
Agreement, the Trust shall pay the Adviser fees, payable monthly, at the annual
rates indicated on Schedule A hereto, as such Schedule may be amended or
supplemented from time to time;

     (b)   Except as provided in the following paragraph, no fee shall be
payable hereunder with respect to a Fund during any period in which the Fund
invests all (or substantially all) of its investment assets in a single
registered, open-end management investment company, or separate series thereof,
in accordance with Section 12(d)(1)(E) under the 1940 Act: a "Master-Feeder Fund
structure"

     (c)   The adviser shall receive a fee of as set forth in Schedule A for
asset allocation services if a Fund invests some or all of its investment assets
in one or more registered, open-end management investment companies, or separate
series thereof, in each case, in accordance with Section 12(d)(1)(h) under the
Act, the rules thereunder or an exemptive order issued by the Commission
exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a
"Fund of Funds structure")

     (d)   To the extent the Board determines that a Fund in a Master-Feeder or
Fund of Funds structure should invest a portion of its assets directly in
portfolio securities, rather than in a portfolio of Wells Fargo Core Trust
(Delaware) or other portfolio, with respect to those assets the Fund will pay
the Adviser the same fee that the portfolio was paying its adviser (those fees
will be disclosed in the proxy statement and prospectus).

     Section 10. Standard Of Care. The Trust shall expect of the Adviser, and
the Adviser will give the Trust the benefit of, the Adviser's best judgment and
efforts in rendering its services to the Trust, and as an inducement to the
Adviser's undertaking these services at the compensation level specified, the
Adviser shall not be liable hereunder for any mistake in judgment. In the
absence of willful misfeasance, bad faith, negligence or reckless disregard of
obligations or duties hereunder on the part of the Adviser or any of its
officers, directors, employees or agents, the Adviser shall not be subject to
liability to the Trust or to any shareholders of the Trust for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.

     Section 11. Non-exclusivity. The services of the Adviser to the Funds are
not to be deemed to be exclusive, and the Adviser shall be free to render
investment advisory or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
officers or directors of the Adviser may serve as officers and directors of the
Trust, and that officers or directors of the Trust may serve as officers or
directors of the Adviser, to the extent that such services may be permitted by
law, and that the officers and directors of the Adviser are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or
<PAGE>

from serving as partners, officers, directors or trustees of any other firm or
trust, including other investment advisory companies.

     Section 12. Records. The Adviser shall, with respect to orders the Adviser
places for the purchase and sale of portfolio securities of the Funds, maintain
or arrange for the maintenance of the documents and records required pursuant to
Rule 31a-1 under the 1940 Act as well as such records as the Funds'
administrator reasonably requests to be maintained, including, but not limited
to, trade tickets and confirmations for portfolio trades. All such records shall
be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds and will be available for inspection and use by the Funds.
The Adviser will promptly notify the Funds' Administrator if it experiences any
difficulty in maintaining the records in an accurate and complete manner.

     Section 13. Term And Approval. This Agreement shall become effective with
respect to a Fund after approved in accordance with the requirements of the 1940
Act, and executed by the Adviser and the Trust, and shall thereafter continue
from year to year, provided that the continuation of the Agreement is
specifically approved in accordance with the requirements of the 1940 Act, which
currently requires that the continuation be approved at least annually:

       (a)   (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of the Fund (as defined in
Section 2(a)(42) of the 1940 Act), and

       (b)   by the affirmative vote of a majority of the Trust's Directors who
are not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of a party to this Agreement (other than as Directors of the Trust),
by votes cast in person at a meeting specifically called for such purpose.

     Section 14. Termination. As required under the 1940 Act, this Agreement may
be terminated with respect to a Fund at any time, without the payment of any
penalty, by vote of the Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by the party entitled to receipt thereof. This Agreement shall automatically
terminate in the event of its assignment, the term "assignment" for purposes of
this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act, as
it may be interpreted by the Commission or its staff in interpretive releases,
or applied by the Commission staff in no-action letters issued under the 1940
Act.

     Section 15. Indemnification By The Adviser. The Trust shall not be
responsible for, and the Adviser shall indemnify and hold the Trust or any Fund
of the Trust harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to the willful misfeasance, bad faith,
<PAGE>

negligent acts or reckless disregard of obligations or duties on the part of the
Adviser or any of its officers, directors, employees or agents.

     Section 16. Indemnification By The Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Adviser or any of its officers, directors, employees or agents,
the Trust hereby agrees to indemnify and hold harmless the Adviser against all
claims, actions, suits or proceedings at law or in equity whether brought by a
private party or a governmental department, commission, board, bureau, agency or
instrumentality of any kind, arising from the advertising, solicitation, sale,
purchase or pledge of securities, whether of the Funds or other securities,
undertaken by the Funds, their officers, directors, employees or affiliates,
resulting from any violations of the securities laws, rules, regulations,
statutes and codes, whether federal or of any state, by the Funds, their
officers, directors, employees or affiliates.  Federal and state securities laws
impose liabilities under certain circumstances on persons who act in good faith,
and nothing herein shall constitute a waiver or limitation of any rights which a
Fund may have and which may not be waived under any applicable federal and state
securities laws.

     Section 17. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.  Until
further notice to the other party, it is agreed that the address of the Trust
shall be c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention Richard H. Blank, Jr., and that of the Adviser shall be 525
Market Street, 12th Floor, San Francisco, California 94163, Attention Michael J.
Hogan..

     Section 18. Questions Of Interpretation. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such terms or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the Commission,
interpretations of the Commission or its staff, or Commission staff no-action
letters, issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
revised by rule, regulation or order of the Commission, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. The duties
and obligations of the parties under this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

     Section 19. Amendment Of This Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.  If shareholder approval of
an amendment is required under the 1940 Act, no such amendment shall become
effective until approved by a vote of the majority of  the outstanding shares of
the affected Funds.  Otherwise, a written
<PAGE>

amendment of this Agreement is effective upon the approval of the Board of
Trustees and the Adviser.

     Section 20. Wells Fargo Name. The Adviser and the Trust each agree that the
name "Wells Fargo," which comprises a component of the Trust's name, is a
property right  of the parent of the Adviser. The Trust agrees and consents
that: (I) it will use the words "Wells Fargo" as a component of its corporate
name, the name of any series or class, or all of the above, and for no other
purpose; (ii) it will not grant to any third party the right to use the name
"Wells Fargo" for any purpose; (iii) the Adviser or any corporate affiliate of
the Adviser may use or grant to others the right to use the words "Wells Fargo,"
or any combination or abbreviation thereof, as all or a portion of a corporate
or business name or for any commercial purpose, other than a grant of such right
to another registered investment company not  advised by the Adviser or one of
its affiliates; and (iv) in the event that the Adviser or an affiliate thereof
is no longer acting as investment adviser to any Fund or class of a Fund, the
Trust shall, upon request by the Adviser, promptly take such action as may be
necessary to change its corporate name to one not containing the words "Wells
Fargo" and following such change, shall not use the words "Wells Fargo," or any
combination thereof, as a part of its corporate name or for any other commercial
purpose, and shall use its best efforts to cause its trustees, officers and
shareholders to take any and all actions that the Adviser may request to effect
the foregoing and to reconvey to the Adviser any and all rights to such words.

     IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

                             WELLS FARGO VARIABLE TRUST
                             on behalf of the Funds


                             By: /s/ Richard H. Blank, Jr.
                                 ------------------------------------------
                                 Richard H. Blank, Jr., Assistant Secretary

                             WELLS FARGO BANK, N.A.
                              on behalf of the Adviser

                             By: /s/ Michael J. Hogan
                                 ------------------------------------------
                                 Michael J. Hogan, Executive Vice President

                             By: /s/ C. David Messman
                                 ------------------------------------------
                                 C. David Messman, Vice President

<PAGE>

                                   Schedule A
                                   ----------
<TABLE>
        ---------------------------------------------------------------
                                                           Well Fargo
          Variable Trust Funds                              Advisory
        ---------------------------------------------------------------
        <S>                                                <C>
          Asset Allocation Fund                               0.55
        ---------------------------------------------------------------
          Corporate Bond Fund                                 0.45
        ---------------------------------------------------------------
          Equity Income Fund                                  0.55
        ---------------------------------------------------------------
          Equity Value Fund                                   0.55
        ---------------------------------------------------------------
          Growth Fund                                         0.55
        ---------------------------------------------------------------
          Income Equity Fund                                  0.55
        ---------------------------------------------------------------
          International Equity Fund                           0.75
        ---------------------------------------------------------------
          Large Company Growth Fund                           0.55
        ---------------------------------------------------------------
          Money Market Fund                                   0.40
        ---------------------------------------------------------------
          Small Cap Growth Fund                               0.75
        ---------------------------------------------------------------
</TABLE>

Approved by Board of Trustees:   March 26, 1999


<PAGE>


                                                       EXHIBIT 99.B(D)(2)(i)

                             SUB-ADVISORY CONTRACT

                            WELLS FARGO BANK, N.A.
                               525 Market Street
                           San Francisco, CA  94163

                              September 20, 1999

Barclays Global Fund Advisors
45 Fremont, 17th Floor
San Francisco, California  94105

Dear Sirs:

     This will confirm the agreement by and among Wells Fargo Bank, N.A. (the
"Adviser"), Wells Fargo Variable Trust (the "Trust"), on behalf of each Fund
listed on attached Appendix I as it may be amended from time to time (each, a
"Fund" and collectively, the "Funds"), and Barclays Global Fund Advisors (the
"Sub-Adviser") as follows:

     1.   The Trust is a registered open-end management investment company
currently consisting of a number of investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios. The
Trust proposes to engage in the business of investing and reinvesting the assets
of the Funds in the manner and in accordance with the investment objective and
restrictions specified in the Trust's Registration Statement, as amended from
time to time (the "Registration Statement"), filed by the Trust under the
Investment Company Act of 1940 (the "Act") and the Securities Act of 1933.
Copies of the Registration Statement have been furnished to the Adviser. Any
amendments to the Registration Statement shall be furnished to the Adviser
promptly.

     2.   The Trust has engaged the Adviser to manage the investing and
reinvesting of the Funds' assets and to provide the advisory services specified
elsewhere in the Investment Advisory Agreement between the Trust and the
Adviser, dated as of the date hereof, subject to the overall supervision of the
Board of Trustees of the Trust. Pursuant to Administration between the Trust, on
behalf of the Funds, and the Administrator (the "Administrator"), the Trust has
engaged the Administrator to provide the administration services specified
therein.

     3.   (a)  The Adviser hereby employs the Sub-Adviser to perform for the
Funds certain sub-advisory services and the Sub-Adviser hereby accepts such
employment. The Adviser shall retain the authority to establish and modify, from
time to time, the investment strategies and approaches to be followed by the
Sub-Adviser, subject, in all respects, to the supervision and direction of the
Trust's Board of Trustees and subject to compliance with the investment
objective, policies and restrictions set forth in the Registration Statement.

          (b)  Subject to the overall supervision and control of the Adviser and
the Trust, the Sub-Adviser shall be responsible for investing and reinvesting
the Funds' assets in a manner consistent with the investment strategies and
approaches referenced in subparagraph (a), above.
<PAGE>

In this regard, the Sub-Adviser shall be responsible for implementing and
monitoring the performance of the investment model employed with respect to a
Fund, in accordance with the investment objective, policies and restrictions set
forth in the Registration Statement, the Act, and the provisions of the Internal
Revenue Code of 1986 relating to investment companies, and shall furnish to the
Adviser periodic reports on the investment activity and performance of the
Funds. The Sub-Adviser shall also furnish such additional reports and
information as the Adviser and the Trust's Board of Trustees and officers shall
reasonably request.

          (c)  The Sub-Adviser shall, at its expense, employ or associate with
itself such persons as the Sub-Adviser believes appropriate to assist it in
performing its obligations under this contract.

     4.   The Adviser shall be responsible for fees paid to the Sub-Adviser for
its services thereunder. The Sub-Adviser agrees that it shall have no claim
against the Trust or the Funds respecting compensation under this contract. In
consideration of the services to be rendered by the Sub-Adviser under this
contract, the Adviser shall pay the Sub-Adviser monthly fees at the rates
specified on Appendix I hereto. If the fee payable to the Sub-Adviser pursuant
to this Paragraph 4 begins to accrue on a day after the first day of any month
or if this contract terminates before the end of any month, the fee for the
period from the effective date to the end of the month, or from the beginning of
that month to the termination date, shall be prorated according to the
proportion that such period bears to the full month in which the effectiveness
or termination occurs. For purposes of calculating the monthly fee, the value of
a Fund's net assets shall be computed in the manner specified in the
Registration Statement and the Trust's Declaration of Trust for the computation
of the value of such Fund's net assets in connection with the determination of
the net asset value of Fund shares.

     5.   The Sub-Adviser shall give the Trust the benefit of the Sub-Adviser's
best judgment and efforts in rendering services under this contract. As
consideration and as an inducement to the Sub-Adviser's undertaking to render
these services, the Trust and the Adviser agree that the Sub-Adviser shall not
be liable under this contract for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this contract
shall be deemed to protect or purport to protect the Sub-Adviser against any
liability to the Adviser, the Trust or its shareholders to which the Sub-Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties under this contract or
by reason of reckless disregard of its obligations and duties thereunder.

     6.   This contract shall become effective as of its execution date and
shall thereafter continue in effect, provided that this contract shall continue
in effect for a period of more than two years from the date hereof only so long
as the continuance is specifically approved at least annually (a) by the vote of
a majority of a Fund's outstanding voting securities (as defined in the Act) or
by the Trust's Board of Trustees and (b) by the vote, cast in person at a
meeting called specifically for the purpose of continuing this Sub-Advisory
Contract, of a majority of the Trust's Trustees who are not parties to this
contract or "interested persons" (as defined in the Act) of any such party. This
contract may be terminated, upon 60 days' written notice to the Sub-Adviser, by
the Company, without the payment of any penalty, by a vote of a majority of such
Fund's outstanding voting securities (as defined in the Act) or by a vote of a
majority of the

                                       2
<PAGE>

Trust's entire Board of Trustees. The Sub-Adviser may terminate this contract on
60 days' written notice to the Trust. This contract shall terminate
automatically in the event of its assignment (as defined in the Act).

     7.   Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, firm, individual or association.

     8.   The Trust shall own and control all records generated on behalf of the
Trust as a result of services provided under this contract. In addition, the
Trust shall have the right to inspect, audit, and/or copy all records pertaining
to the performance of services under this contract.

     9.   This contract shall be governed by and construed in accordance with
the laws of the State of California.

                                       3
<PAGE>

If the foregoing correctly sets forth the agreement by and among the Trust, the
Adviser and the Sub-Adviser, please so indicate by signing and returning to the
Trust the enclosed copy hereof.

                                   Very truly yours,

                                   WELLS FARGO BANK, N.A.

                                   By:    /s/ Michael J. Hogan
                                         -----------------------------------
                                   Name:  Michael J. Hogan
                                   Title: Executive Vice President

                                   By:    /s/ C. David Messman
                                         -----------------------------------
                                   Name:  C. David Messman
                                   Title: Vice President


AGREED to as of the date set forth above.

BARCLAYS GLOBAL FUND ADVISORS

By:  /s/ Stephen E. Rogers
     ---------------------------
     Stephen E. Rogers
     Principal


ACCEPTED as of the date set forth above


WELLS FARGO VARIABLE TRUST,
on behalf of each Fund listed on
attached Appendix I

By:  /s/ Richard H. Blank, Jr.
     ---------------------------
     Richard H. Blank, Jr.
     Assistant Secretary

                                       4
<PAGE>

                                  APPENDIX I

     Sub-advisory fees shall be paid monthly on the first business day of each
month, at the annual rates specified below of each Fund's average daily value
(as determined on each day that such value is determined for the Fund at the
time set forth in the Prospectus for determining net asset value per share)
during the preceding month.

               Fund                             Investment Advisory Fee
               ----                             -----------------------

Asset Allocation Fund                           0.15%

Approved by Board of Trustees: March 26, 1999.

                                       5

<PAGE>


                                                      EXHIBIT 99.B(D)(2)(ii)

                       INVESTMENT SUB-ADVISORY AGREEMENT
               BETWEEN WELLS FARGO VARIABLE TRUST, WELLS FARGO
               BANK, N.A. AND PEREGRINE CAPITAL MANAGEMENT, INC.


     This AGREEMENT is made as of this 20th day of September, 1999, between
Wells Fargo Variable Trust (the "Trust"), a business trust organized under the
laws of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, Wells Fargo Bank, N.A. (the "Adviser"), a
banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, San Francisco,
California 94104, and Peregrine Capital Management, Inc., a corporation
organized under the laws of the State of Minnesota with its principal place of
business at 800 LaSalle Avenue, Minneapolis, Minnesota 55402 (the "Sub-
Adviser").

     WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "1940 Act") as an open-end, series management investment
company; and

     WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the series of the Trust listed in
Appendix A hereto as it may be amended from time to time (each a "Fund" and
collectively the "Funds"), and the Sub-Adviser is willing to perform those
services on the terms and conditions set forth in this Agreement;

     NOW THEREFORE,  the Trust, the Adviser and Sub-Adviser agrees as follows:

     Section 1.  The Trust; Delivery of Documents. The Trust is engaged in the
business of investing and reinvesting its assets in securities of the type and
in accordance with the limitations specified in its Declaration of Trust, as
amended and supplemented, By-Laws (if any) and Registration Statement filed with
the Securities and Exchange Commission (the "Commission") under the 1940 Act and
the Securities Act of 1933 (the "Securities Act"), including any representations
made in the prospectus and statement of additional information relating to the
Funds contained therein and as may be supplemented from time to time, all in
such manner and to such extent as may from time to time be authorized by the
Trust's Board of Trustees (the "Board"). The Board is authorized to issue any
unissued shares in any number of additional classes or series. The Trust has
delivered copies of the documents listed in this Section to the Sub-Adviser and
will from time to time furnish the Sub-Adviser with any amendments thereof.

                                       1
<PAGE>

     Section 2.  Appointment of Sub-Adviser. Subject to the direction and
control of the Board, the Adviser manages the investment and reinvestment of the
assets of the Funds and provides for certain management and services as
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.

     Subject to the direction and control of the Board, the Sub-Adviser shall
manage the investment and reinvestment of the assets of the Funds, and without
limiting the generality of the foregoing, shall provide the management and other
services specified below, all in such manner and to such extent as may be
directed from time to time by the Adviser.

     Section 3.  Duties of the Sub-Adviser.

     (a)  The Sub-Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets for the Funds.  To carry out
such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-
fact for the Trust, for the account of, at the risk of and in the name of the
Trust, to place orders and issue instructions with respect to those transactions
of the Funds.  In all purchases, sales and other transactions in securities for
the Funds, the Sub-Adviser is authorized to exercise full discretion and act for
the Trust in the same manner and with the same force and effect as the Trust
might or could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.

     (b)  The Sub-Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Funds
and the Sub-Adviser, and on its own initiative will furnish the Board from time
to time with such information as the Sub-Adviser may believe appropriate,
whether concerning the individual companies whose securities are held by a Fund,
the industries in which they engage, or the economic, social or political
conditions prevailing in each country in which the Fund maintains investments.
The Sub-Adviser will also furnish the Board with such statistical and analytical
information with respect to securities in the Funds as the Sub-Adviser may
believe appropriate or as the Board reasonably may request.  In making purchases
and sales of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust, as amended and supplemented, By-Laws (if
any), Registration Statement under the Act and the Securities Act, the
limitations in the Act and in the Internal Revenue Code of 1986, as amended
applicable to the Trust and the investment objectives, policies and restrictions
of the Funds.

     (c)  The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser.  No obligation may be
imposed on the Trust in any such respect.

                                       2
<PAGE>

     (d)  The Sub-Adviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Sub-Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Sub-Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Securities and Exchange Commission
and the Internal Revenue Service. The books and records pertaining to the Trust
which are in possession of the Sub-Adviser shall be the property of the Trust.
The Trust, or the Trust's authorized representatives (including the Adviser),
shall have access to such books and records at all times during the Sub-
Adviser's normal business hours. Upon the reasonable request of the Trust,
copies of any such books and records shall be provided promptly by the Sub-
Adviser to the Trust or the Trust's authorized representatives.

     Section 4.  Control by Board. As is the case with respect to the Adviser
under the Investment Advisory Agreement, any investment activities undertaken by
the Sub-Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Funds, shall at all times be
subject to the direction and control the Trust's Board.

     Section 5.  Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:

     (a)  all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;

     (b)  the provisions of the registration statement of the Trust,  as it may
be amended from time to time, under the Securities Act and the 1940 Act;

     (c)  the provisions of  the Declaration of Trust of the Trust, as it may be
amended from time to time;

     (d)  the provisions of any By-laws of the Trust, if adopted and as it may
be amended from time to time, or resolutions of the Board as may be adopted from
time to time;

     (e)  the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;

     (f)  any other applicable provisions of state or federal law; and

     In addition, any code of ethics adopted by the Sub-Advisers in compliance
with Rule 17j-1 under the 1940 Act shall include policies, prohibitions and
procedures which substantially conform to the recommendations regarding personal
investing approved by

                                       3
<PAGE>

the Board of Governors of the Investment Company Institute on June 30, 1994, as
such recommendations may be amended from time to time, and that comply with any
amendments to Rule 17j-1 under the 1940 Act.

     Section 6.  Broker-Dealer Relationships. The Sub-Adviser is responsible for
the purchase and sale of securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates. The Sub-Adviser's primary
consideration in effecting a security transaction will be to obtain the best
price and execution. In selecting a broker-dealer to execute each particular
transaction for a Fund, the Sub-Adviser will take the following into
consideration: the best net price available, the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the broker-
dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in
any transaction may be less favorable than that available from another broker-
dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies as the Trust's
Board of Trustees may from time to time determine, the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of having caused a Fund to pay a broker
or dealer that provides brokerage and research services to the Sub-Adviser an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Sub-Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall responsibilities of
the Sub-Adviser with respect to the Fund and to other clients of the Sub-
Adviser. The Sub-Adviser is further authorized to allocate the orders placed by
it on behalf of the Funds to brokers and dealers who also provide research or
statistical material, or other services to the Funds or to the Sub-Adviser. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine and the Sub-Adviser will report on said allocations regularly to the
Board of Trustees of the Trust indicating the brokers to whom such allocations
have been made and the basis therefor.

     Section 7.  Expenses of the Fund. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Trust include, but are not limited to, brokerage
commissions, taxes, legal, auditing or governmental fees, the cost of preparing
share certificates, custodian, transfer agent and shareholder service agent
costs, expense of issue, sale, redemption and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to trustees and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Funds in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
the Funds' shareholders.

                                       4
<PAGE>

     Section 8.  Compensation. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented from time to time.  It is understood
that the Adviser shall be responsible for the Sub-Adviser's fee for its services
hereunder, and the Sub-Adviser agrees that it shall have no claim against the
Trust or the Funds with respect to compensation under this Agreement.

     Section 9.  Standard of Care. The Trust and Adviser shall expect of the
Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit
of, the Sub-Adviser's best judgment and efforts in rendering its services to the
Trust, and as an inducement to the Sub-Adviser's undertaking these services at
the compensation level specified, the Sub-Adviser shall not be liable hereunder
for any mistake in judgment. In the absence of willful misfeasance, bad faith,
negligence or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability to the Trust or to any
shareholders in the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of any security.

     Section 10. Non-Exclusivity. The services of the Sub-Adviser to the Adviser
and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that officers or directors of the Sub-Adviser are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.

     Section 11. Records. The Sub-Adviser shall, with respect to orders the Sub-
Adviser places for the purchase and sale of portfolio securities of the Funds,
maintain or arrange for the maintenance of the documents and records required
pursuant to Rule 31a-1 under the 1940 Act as well as trade tickets and
confirmations of portfolio trades and such other records as the Adviser or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use by the Funds
and their authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Funds those records
which are the property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.

     Section 12. Term and Approval. This Agreement shall become effective with
respect to a Fund after it is approved in accordance with the express
requirements of the 1940 Act, and executed by the Trust, Adviser and Sub-Adviser
and shall thereafter

                                       5
<PAGE>

continue from year to year, provided that the continuation of the Agreement is
approved in accordance with the requirements of the 1940 Act, which currently
requires that the continuation be approved at least annually:

     (a)  (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of the Fund (as defined in
Section 2(a)(42) of the 1940 Act), and

     (b)  by the affirmative vote of a majority of the Trust's Trustees who are
not parties to this Agreement or "interested persons" (as defined in the 1940
Act) of a party to this Agreement (other than as Trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.

     Section 13. Termination. As required under the 1940 Act, this Agreement may
be terminated with respect to a Fund at any time, without the payment of any
penalty, by vote of the Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, on sixty
(60) days' written notice to the other party. The notice provided for herein may
be waived by the party entitled to receipt thereof. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for purposes of this paragraph having the meaning defined in Section 2(a)(4) of
the 1940 Act, as it may be interpreted by the Commission or its staff in
interpretive releases, or applied by the Commission staff in no-action letters,
issued under the 1940 Act.

     Section 14. Indemnification by the Sub-Adviser. The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to the willful misfeasance, bad faith, negligent acts or reckless
disregard of obligations or duties of the Sub-Adviser or any of its officers,
directors, employees or agents.

     Section 15. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
against all claims, actions, suits or proceedings at law or in equity whether
brought by a private party or a governmental department, commission, board,
bureau, agency or instrumentality of any kind, arising from the advertising,
solicitation, sale, purchase or pledge of securities, whether of the Funds or
other securities, undertaken by the Funds, their officers, directors, employees
or affiliates, resulting from any violations of the securities laws, rules,
regulations, statutes and codes, whether federal or of any state, by the Funds,
their officers, directors, employees or affiliates. Federal and state securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and nothing herein shall constitute a waiver or limitation of any rights
which a Fund may have and which may not be waived under any applicable federal
and state securities laws.

                                       6
<PAGE>


     Section 16. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust
shall be c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention: Richard H. Blank, Jr., and that of the Adviser shall be 420
Market Street, San Francisco, California 94104, Attention: Michael J. Hogan, and
that of the Sub-Adviser shall be 800 LaSalle Avenue, Minneapolis, Minnesota
55402 Attention: Robert B. Mersky.

     Section 17. Questions of Interpretation. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such terms or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the Commission, or
interpretations of the Commission or its staff, or Commission staff no-action
letters, issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act or the Advisers Act reflected in any provision of
this Agreement is revised by rule, regulation or order of the Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. The duties and obligations of the parties under this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

     Section 18.  Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. If shareholder approval of an amendment is required
under the 1940 Act, no such amendment shall become effective until approved by a
vote of the majority of the outstanding shares of the affected Funds. Otherwise,
a written amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.

     Section 19. Wells Fargo Name. The Sub-Adviser and the Trust each agree that
the name "Wells Fargo," which comprises a component of the Trust's name, is a
property right of the parent of the Adviser. The Trust agrees and consents that:
(i) it will use the words "Wells Fargo" as a component of its corporate name,
the name of any series or class, or all of the above, and for no other purpose;
(ii) it will not grant to any third party the right to use the name "Wells
Fargo" for any purpose; (iii) the Adviser or any corporate affiliate of the
Adviser may use or grant to others the right to use the words "Wells Fargo," or
any combination or abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, other than a grant of such right to
another registered investment company not advised by the Adviser or one of its
affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no
longer acting as investment adviser to any Fund or class of a Fund, the Trust
shall, upon request by the Adviser, promptly take such action as may be
necessary to change its corporate name to one not containing the words "Wells
Fargo" and following such change, shall not use the words "Wells Fargo," or any
combination thereof, as a part of its corporate name or for any other commercial
purpose, and shall use its best efforts to cause its trustees, officers

                                       7
<PAGE>

and shareholders to take any and all actions that the Adviser may request to
effect the foregoing and to reconvey to the Adviser any and all rights to such
words.

     IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

                          WELLS FARGO VARIABLE TRUST
                          on behalf of the Funds


                          By: /s/ Richard H. Blank, Jr.
                              ------------------------------------------
                              Richard H. Blank, Jr., Assistant Secretary

                          WELLS FARGO BANK, N.A.
                           on behalf of the Adviser

                          By: /s/ Michael J. Hogan
                              ------------------------------------------
                              Michael J. Hogan
                              Executive Vice President


                          By: /s/ C. David Messman
                              ------------------------------------------
                              C. David Messman
                                  Vice President


                              PEREGRINE CAPITAL MANAGEMENT, INC.
                               on behalf of the Sub-Adviser


                              By: /s/ Robert B. Mersky
                                  ------------------------------------------
                                  Robert B. Mersky, President

                                       8

<PAGE>

                                  Appendix A

                           Large Company Growth Fund



Approved by Board of Trustees: March 26, 1999

                                       9
<PAGE>

                                  SCHEDULE A

                            WELLS FARGO VARIABLE TRUST
                       INVESTMENT SUB-ADVISORY AGREEMENT
                                 FEE AGREEMENT

          This fee agreement is made as of the 20th day of September, 1999, by
and between Wells Fargo Bank, N.A. (the "Adviser") and Peregrine Capital
Management, Inc. (the "Sub-Adviser") and

          WHEREAS, the parties and Wells Fargo Variable Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").

          WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.

          NOW THEREFORE, the parties agree that the fees to be paid to the Sub-
Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying annual rate of percentage of the assets of the Large
Company Growth Fund:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Breakpoints                                                Sub-Advisory Fee
- --------------------------------------------------------------------------------
<S>                                                        <C>
0-25M                                                      0.36
25-50M                                                     0.29
50-275M                                                    0.24
more than 275M                                             0.15
- --------------------------------------------------------------------------------
</TABLE>


                                             WELLS FARGO VARIABLE TRUST
                                             on behalf of the Funds

                                             By: /s/ Richard H. Blank, Jr.
                                                 --------------------------
                                                 Richard H. Blank, Jr.
                                                 Assistant Secretary

                                             WELLS FARGO BANK, N.A.
                                             on behalf of the Adviser

                                             By: /s/ Michael J. Hogan
                                                 --------------------------
                                                 Michael J. Hogan
                                                 Executive Vice President

                                             By: /s/ C. David Messman
                                                 --------------------------
                                                 C. David Messman
                                                 Vice President

                                       10
<PAGE>

                                   PEREGRINE CAPITAL MANAGEMENT,
                                   INC.
                                   on behalf of the Sub-Adviser

                                   By: /s/ Robert B. Mersky
                                       --------------------
                                       Robert B. Mersky
                                       President

                                       11

<PAGE>


                                                     EXHIBIT 99.B(D)(2)(iii)

                       INVESTMENT SUB-ADVISORY AGREEMENT
               BETWEEN WELLS FARGO VARIABLE TRUST, WELLS FARGO
                    BANK, N.A. AND WELLS CAPITAL MANAGEMENT


     This AGREEMENT is made as of this 20th day of September, 1999, between
Wells Fargo Variable Trust (the "Trust"), a business trust organized under the
laws of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, Wells Fargo Bank, N.A. (the "Adviser"), a
banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, San Francisco,
California 94104, and Wells Capital Management, a corporation organized under
the laws of the State of California, with its principal place of business at 525
Market Street, San Francisco, California 94163 (the "Sub-Adviser").

     WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "1940 Act") as an open-end, series management investment
company; and

     WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the series of the Trust listed in
Appendix A hereto as it may be amended from time to time (each a "Fund" and
collectively the "Funds"), and the Sub-Adviser is willing to perform those
services on the terms and conditions set forth in this Agreement;

     NOW THEREFORE,  the Trust, the Adviser and Sub-Adviser agrees as follows:

     Section 1.  The Trust; Delivery of Documents. The Trust is engaged in the
business of investing and reinvesting its assets in securities of the type and
in accordance with the limitations specified in its Declaration of Trust, as
amended and supplemented, By-Laws (if any) and Registration Statement filed with
the Securities and Exchange Commission (the "Commission") under the 1940 Act and
the Securities Act of 1933 (the "Securities Act"), including any representations
made in the prospectus and statement of additional information relating to the
Funds contained therein and as may be supplemented from time to time, all in
such manner and to such extent as may from time to time be authorized by the
Trust's Board of Trustees (the "Board"). The Board is authorized to issue any
unissued shares in any number of additional classes or series. The Trust has
delivered copies of the documents listed in this Section to the Sub-Adviser and
will from time to time furnish the Sub-Adviser with any amendments thereof.

                                       1
<PAGE>

     Section 2.  Appointment of Sub-Adviser.  Subject to the direction and
control of the Board, the Adviser manages the investment and reinvestment of
the assets of the Funds and provides for certain management and services as
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.

     Subject to the direction and control of the Board, the Sub-Adviser shall
manage the investment and reinvestment of the assets of the Funds, and without
limiting the generality of the foregoing, shall provide the management and other
services specified below, all in such manner and to such extent as may be
directed from time to time by the Adviser.

     Section 3.  Duties of the Sub-Adviser.

     (a)  The Sub-Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets for the Funds.  To carry out
such decisions, the Sub-Adviser is hereby authorized, as agent and attorney-in-
fact for the Trust, for the account of, at the risk of and in the name of the
Trust, to place orders and issue instructions with respect to those transactions
of the Funds.  In all purchases, sales and other transactions in securities for
the Funds, the Sub-Adviser is authorized to exercise full discretion and act for
the Trust in the same manner and with the same force and effect as the Trust
might or could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.

     (b)  The Sub-Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Funds
and the Sub-Adviser, and on its own initiative will furnish the Board from time
to time with such information as the Sub-Adviser may believe appropriate,
whether concerning the individual companies whose securities are held by a Fund,
the industries in which they engage, or the economic, social or political
conditions prevailing in each country in which the Fund maintains investments.
The Sub-Adviser will also furnish the Board with such statistical and analytical
information with respect to securities in the Funds as the Sub-Adviser may
believe appropriate or as the Board reasonably may request. In making purchases
and sales of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust, as amended and supplemented, By-Laws (if
any), Registration Statement under the Act and the Securities Act, the
limitations in the Act and in the Internal Revenue Code of 1986, as amended
applicable to the Trust and the investment objectives, policies and restrictions
of the Funds.

     (c)  The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser.  No obligation may be
imposed on the Trust in any such respect.

                                       2
<PAGE>

     (d)  The Sub-Adviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Sub-Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Sub-Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Securities and Exchange Commission
and the Internal Revenue Service. The books and records pertaining to the Trust
which are in possession of the Sub-Adviser shall be the property of the Trust.
The Trust, or the Trust's authorized representatives (including the Adviser),
shall have access to such books and records at all times during the Sub-
Adviser's normal business hours. Upon the reasonable request of the Trust,
copies of any such books and records shall be provided promptly by the Sub-
Adviser to the Trust or the Trust's authorized representatives.

     Section 4.  Control by Board.   As is the case with respect to the Adviser
under the Investment Advisory Agreement, any investment activities undertaken by
the Sub-Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Funds, shall at all times be
subject to the direction and control the Trust's Board.

     Section 5.  Compliance with Applicable Requirements.  In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:

     (a)  all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;

     (b)  the provisions of the registration statement of the Trust,  as it may
be amended from time to time, under the Securities Act and the 1940 Act;

     (c)  the provisions of  the Declaration of Trust of the Trust, as it may be
amended from time to time;

     (d)  the provisions of any By-laws of the Trust, if adopted and as it may
be amended from time to time, or resolutions of the Board as may be adopted from
time to time;

     (e)  the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;

     (f)  any other applicable provisions of state or federal law; and

     In addition, any code of ethics adopted by the Sub-Advisers in compliance
with Rule 17j-1 under the 1940 Act shall include policies, prohibitions and
procedures which substantially conform to the recommendations regarding personal
investing approved by

                                       3
<PAGE>

the Board of Governors of the Investment Company Institute on June 30, 1994, as
such recommendations may be amended from time to time, and that comply with any
amendments to Rule 17j-1 under the 1940 Act.

     Section 6.  Broker-Dealer Relationships. The Sub-Adviser is responsible for
the purchase and sale of securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates. The Sub-Adviser's primary
consideration in effecting a security transaction will be to obtain the best
price and execution. In selecting a broker-dealer to execute each particular
transaction for a Fund, the Sub-Adviser will take the following into
consideration: the best net price available, the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the broker-
dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in
any transaction may be less favorable than that available from another broker-
dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies as the Trust's
Board of Trustees may from time to time determine, the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of having caused a Fund to pay a broker
or dealer that provides brokerage and research services to the Sub-Adviser an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Sub-Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall responsibilities of
the Sub-Adviser with respect to the Fund and to other clients of the Sub-
Adviser. The Sub-Adviser is further authorized to allocate the orders placed by
it on behalf of the Funds to brokers and dealers who also provide research or
statistical material, or other services to the Funds or to the Sub-Adviser. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine and the Sub-Adviser will report on said allocations regularly to the
Board of Trustees of the Trust indicating the brokers to whom such allocations
have been made and the basis therefor.

     Section 7.  Expenses of the Fund.  All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Trust include, but are not limited to, brokerage
commissions, taxes, legal, auditing or governmental fees, the cost of preparing
share certificates, custodian, transfer agent and shareholder service agent
costs, expense of issue, sale, redemption and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to trustees and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Funds in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
the Funds' shareholders.

                                       4
<PAGE>

     Section 8.  Compensation.  As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented from time to time.  It is understood
that the Adviser shall be responsible for the Sub-Adviser's fee for its services
hereunder, and the Sub-Adviser agrees that it shall have no claim against the
Trust or the Funds with respect to compensation under this Agreement.

     Section 9.  Standard of Care. The Trust and Adviser shall expect of the
Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit
of, the Sub-Adviser's best judgment and efforts in rendering its services to the
Trust, and as an inducement to the Sub-Adviser's undertaking these services at
the compensation level specified, the Sub-Adviser shall not be liable hereunder
for any mistake in judgment. In the absence of willful misfeasance, bad faith,
negligence or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability to the Trust or to any
shareholders in the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of any security.

     Section 10. Non-Exclusivity. The services of the Sub-Adviser to the Adviser
and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that officers or directors of the Sub-Adviser are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.

     Section 11. Records. The Sub-Adviser shall, with respect to orders the Sub-
Adviser places for the purchase and sale of portfolio securities of the Funds,
maintain or arrange for the maintenance of the documents and records required
pursuant to Rule 31a-1 under the 1940 Act as well as trade tickets and
confirmations of portfolio trades and such other records as the Adviser or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use by the Funds
and their authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Funds those records
which are the property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.

     Section 12. Term and Approval.  This Agreement shall become effective with
respect to a Fund after it is approved in accordance with the express
requirements of the 1940 Act, and executed by the Trust, Adviser and Sub-Adviser
and shall thereafter

                                       5
<PAGE>

continue from year to year, provided that the continuation of the Agreement is
approved in accordance with the requirements of the 1940 Act, which currently
requires that the continuation be approved at least annually:

     (a)  (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of the Fund (as defined in
Section 2(a)(42) of the 1940 Act), and

     (b)  by the affirmative vote of a majority of the Trust's Trustees who are
not parties to this Agreement or "interested persons" (as defined in the 1940
Act) of a party to this Agreement (other than as Trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.

     Section 13.  Termination. As required under the 1940 Act, this Agreement
may be terminated with respect to a Fund at any time, without the payment of any
penalty, by vote of the Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, on sixty
(60) days' written notice to the other party. The notice provided for herein may
be waived by the party entitled to receipt thereof. This Agreement shall
automatically terminate in the event of its assignment, the term "assignment"
for purposes of this paragraph having the meaning defined in Section 2(a)(4) of
the 1940 Act, as it may be interpreted by the Commission or its staff in
interpretive releases, or applied by the Commission staff in no-action letters,
issued under the 1940 Act.

     Section 14.  Indemnification by the Sub-Adviser.  The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to the willful misfeasance, bad faith, negligent acts or reckless
disregard of obligations or duties of the Sub-Adviser or any of its officers,
directors, employees or agents.

     Section 15.  Indemnification by the Trust.  In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
against all claims, actions, suits or proceedings at law or in equity whether
brought by a private party or a governmental department, commission, board,
bureau, agency or instrumentality of any kind, arising from the advertising,
solicitation, sale, purchase or pledge of securities, whether of the Funds or
other securities, undertaken by the Funds, their officers, directors, employees
or affiliates, resulting from any violations of the securities laws, rules,
regulations, statutes and codes, whether federal or of any state, by the Funds,
their officers, directors, employees or affiliates.  Federal and state
securities laws impose liabilities under certain circumstances on persons who
act in good faith, and nothing herein shall constitute a waiver or limitation of
any rights which a Fund may have and which may not be waived under any
applicable federal and state securities laws.

                                       6
<PAGE>


     Section 16.  Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust
shall be c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention: Richard H. Blank, Jr., and that of the Adviser shall be 525
Market Street, San Francisco, California 94163, Attention: Michael J. Hogan, and
that of the Sub-Adviser shall be 525 Market Street, 10th Floor, San Francisco,
California 94163, Attention: J. Mari Casas.

     Section 17.  Questions of Interpretation.  Any question of interpretation
of any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such terms or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the Commission, or
interpretations of the Commission or its staff, or Commission staff no-action
letters, issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act or the Advisers Act reflected in any provision of
this Agreement is revised by rule, regulation or order of the Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. The duties and obligations of the parties under this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

     Section 18.  Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. If shareholder approval of an amendment is required
under the 1940 Act, no such amendment shall become effective until approved by a
vote of the majority of the outstanding shares of the affected Funds. Otherwise,
a written amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.

                                       7
<PAGE>

     Section 19.  Wells Fargo Name.  The Sub-Adviser and the Trust each agree
that the name "Wells Fargo," which comprises a component of the Trust's name, is
a property right of the parent of the Adviser. The Trust agrees and consents
that: (i) it will use the words "Wells Fargo" as a component of its corporate
name, the name of any series or class, or all of the above, and for no other
purpose; (ii) it will not grant to any third party the right to use the name
"Wells Fargo" for any purpose; (iii) the Adviser or any corporate affiliate of
the Adviser may use or grant to others the right to use the words "Wells Fargo,"
or any combination or abbreviation thereof, as all or a portion of a corporate
or business name or for any commercial purpose, other than a grant of such right
to another registered investment company not advised by the Adviser or one of
its affiliates; and (iv) in the event that the Adviser or an affiliate thereof
is no longer acting as investment adviser to any Fund or class of a Fund, the
Trust shall, upon request by the Adviser, promptly take such action as may be
necessary to change its corporate name to one not containing the words "Wells
Fargo" and following such change, shall not use the words "Wells Fargo," or any
combination thereof, as a part of its corporate name or for any other commercial
purpose, and shall use its best efforts to cause its trustees, officers and
shareholders to take any and all actions that the Adviser may request to effect
the foregoing and to reconvey to the Adviser any and all rights to such words.


                                       8
<PAGE>

   IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

                              WELLS FARGO VARIABLE TRUST
                               on behalf of the Funds


                              By:  /s/ Richard H. Blank, Jr.
                                 -----------------------------------------
                                  Richard H. Blank, Jr.


                              WELLS FARGO BANK, N.A.
                                on behalf of the Adviser

                              By:  /s/ Michael J. Hogan
                                 ----------------------------------------
                                  Michael J. Hogan
                                  Executive Vice President

                              By:  /s/ C. David Messman
                                 ----------------------------------------
                                  C. David Messman
                                  Vice President


                              WELLS CAPITAL MANAGEMENT
                                on behalf of the Sub-Adviser


                              By:  /s/ J. Mari Casas
                                  --------------------------------------
                                   J. Mari Casas
                                   Managing Director

                                       9
<PAGE>

                                  Appendix A

                             Variable Trust Funds
                             --------------------

                              Corporate Bond Fund
                              Equity Income Fund
                               Equity Value Fund
                                  Growth Fund
                           International Equity Fund
                               Money Market Fund
                             Small Cap Growth Fund



Approved by Board of Trustees:  March 26, 1999

Effective Date: September 20, 1999

                                       10
<PAGE>

                                  SCHEDULE A

                          WELLS FARGO VARIABLE TRUST
                       INVESTMENT SUB-ADVISORY AGREEMENT
                                 FEE AGREEMENT

          This fee agreement is made as of the 15th day of September, 1999,
between Wells Fargo Bank, N.A. (the "Adviser") and Wells Capital Management,
Inc. (the "Subadviser") and

          WHEREAS, the parties and Wells Fargo Variable Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Schedule A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").

          WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.

          NOW THEREFORE, the parties agree that the fees to be paid to the Sub-
Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual rates listed for each Fund listed
in Appendix A.

                              WELLS FARGO BANK, N.A.
                                on behalf of the Adviser

                              By:  /s/ Michael J. Hogan
                                  ----------------------------------------
                                  Michael J. Hogan
                                  Executive Vice President


                              By:  /s/ C. David Messman
                                  ----------------------------------------
                                  C. David Messman
                                  Vice President


                              WELLS CAPITAL MANAGEMENT
                                on behalf of the Sub-Adviser



                              By:  /s/ J. Mari Casas
                                  ----------------------------------------
                                  J. Mari Casas
                                  Managing Director

                                       11
<PAGE>

                                   Appendix A


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Name of Fund                                 Sub-advisory Rate
- -----------------------------------------------------------------------------------------
<S>                                          <C>
Corporate Bond Fund                          0-400M             0.15
                                             400-800M           0.125
                                             more than 800M     0.10
- -----------------------------------------------------------------------------------------
Equity Income Fund                           0-200M             0.25
                                             200-400M           0.20
                                             more than 400M     0.15
- -----------------------------------------------------------------------------------------
Equity Value Fund                            0-200M             0.25
                                             200-400M           0.20
                                             more than 400M     0.15
- -----------------------------------------------------------------------------------------
Growth Fund                                  0-200M             0.25
                                             200-400M           0.20
                                             more 400M          0.15
- -----------------------------------------------------------------------------------------
International Equity Fund                    0-400M             0.35
                                             400-800M           0.25
                                             more than 800M     0.15
- -----------------------------------------------------------------------------------------
Money Market Fund                            0-1000M            0.05
                                             more than 1000M    0.04
- -----------------------------------------------------------------------------------------
Small Cap Growth Fund                        0-200M             0.25
                                             200-400M           0.20
                                             more than 400M     0.15
- -----------------------------------------------------------------------------------------
</TABLE>

                                       12

<PAGE>

                                                                 EXHIBIT 99.B(e)
                            DISTRIBUTION AGREEMENT

                          Wells Fargo Variable Trust
                               111 Center Street
                         Little Rock, Arkansas  72201


   THIS AGREEMENT is made as of this 20th day of September, 1999, by and between
Wells Fargo Variable Trust, a Delaware business trust (the "Trust") and
Stephens, Inc., an Arkansas corporation (the "Distributor").

   WHEREAS, the Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and

   WHEREAS, the Trust desires to retain the Distributor to render distribution
services to the Trust's investment portfolios listed on Appendix A
(individually, a "Fund" and collectively, the "Funds"), and the Distributor is
willing to render such services.

   NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:

       1.   As the Trust's agent, the Distributor shall be the exclusive
distributor for the shares of the Fund registered under the Securities Act of
1933 (the "1933 Act").  In addition to providing all share distribution services
for the Funds, the Distributor will maintain a service desk dedicated to the
Funds, and will maintain and preserve all records of the Funds, including
financial and corporate records.

       2.   The Trust shall sell through the Distributor, as the Trust's agent,
and deliver, upon the terms set forth herein, Fund shares that the Distributor
orders from the Trust and for which the Distributor has received and confirmed
unconditional purchase orders.  All orders from the Distributor shall be subject
to acceptance and confirmation by the Trust.  The Trust shall have the right, at
its election, to deliver either shares issued upon original issue or treasury
shares.

       3.   As the Trust's agent, the Distributor may sell and distribute Fund
shares in such manner not inconsistent with the provisions hereof as the
Distributor may determine from time to time.  In that connection the Distributor
shall comply with all laws, rules and regulations applicable to it, including,
without limiting the generality of the foregoing, all applicable rules or
regulations under the 1933 Act, the 1940 Act and of any securities association
registered under the Securities Exchange Act of 1934 (the "1934 Act").

       4.   The Trust reserves the right to sell Fund shares to purchasers to
the extent that it or the transfer agent for Fund shares receives purchase
applications therefor.  The Distributor's right to accept purchase orders for
Fund shares or to make sales thereof shall not apply to Fund shares that may be
offered by the Trust to shareholders for the reinvestment of cash distributed to

                                       1
<PAGE>

shareholders by the Trust or Fund shares that may otherwise be offered by the
Trust to shareholders, unless the Distributor is otherwise notified by the
Trust.

       5.   All shares offered for sale and sold by the Distributor shall be
offered for sale and sold by the Distributor to or through securities dealers or
banks and other depository institutions having agreements with the Distributor
("Selling Agents") upon the terms and conditions set forth in paragraph 7(b)
hereof or to investors at the price per share (the "offering price", which is
the net asset value per share plus the applicable sales charge, if any)
specified and determined as provided in the Prospectus (the "Prospectus")
included in the Trust's Registration Statement, as amended from time to time,
under the 1933 Act and the 1940 Act (the "Registration Statement"), relating to
the offering of its shares for sale.  If the offering price is not an exact
multiple of one cent, it shall be adjusted to the nearest full cent.  The Trust
shall determine and furnish promptly to the Distributor a statement of the
offering price at least once on each day on which the Prospectus states the
Trust is required to determine the Trust's net asset value for the purpose of
pricing purchase orders.  Each offering price shall become effective at the time
and shall remain in effect during the period specified in the statement.  Each
such statement shall show the basis of its computation.  For purposes of
establishing the offering price, the Trust shall consider a purchase order to
have been presented to it at the time it was originally entered by the
Distributor for transmission to it, provided the original purchase order and the
Distributor's fulfilling order to the Trust are appropriately time stamped or
evidenced to show the time of original entry and that the Distributor's
fulfilling order to the Trust is received by the Trust within a time deemed by
it to be reasonable after the purchase order was originally entered.  Purchases
of shares shall be made for full and fractional shares, carried to the third
decimal place.

       6.   Ownership of Fund shares sold hereunder shall be registered in such
names and denominations as are specified in writing to the Trust or to its agent
designated for the purpose.  No certificates for shares of the Fund will be
issued.

       7.   (a)  The Distributor shall from time to time employ or associate
with it such persons as it believes necessary to assist it in carrying out its
obligations under this agreement. The compensation of such persons shall be paid
by the Distributor.

            (b)  The Distributor shall have the right to enter into selling
agreements with Selling Agents of its choice for the sale or marketing of Fund
shares at the offering price and upon the terms and conditions set forth in the
Prospectus. The initial form of selling agreement is attached hereto as Appendix
B. The Distributor may amend those agreements, or modify the form of agreement,
only upon approval of the Trust.

            (c)  The Distributor shall pay all expenses incurred in connection
with its qualification as a dealer or broker under Federal or state laws.

            (d)  The Distributor shall pay for all expenses incurred in
connection with (i) printing and distributing such number of copies of the
Prospectus as the Distributor deems necessary for use in connection with
offering Fund shares to prospective investors, (ii) preparing, printing and
distributing any other literature and advertising deemed appropriate by the
Distributor for use in connection with offering Fund shares for sale and (iii)
all other expenses

                                       2
<PAGE>

incurred in connection with the sale of Fund shares as contemplated by this
agreement, except as otherwise specifically provided in this agreement. In
addition, it is understood and agreed that, so long as a plan of distribution of
the Fund adopted pursuant to Rule 12b-1 of the 1940 Act (the "Plan") continues
in effect, any expenses incurred by the Distributor hereunder may be paid from
amounts received by it from the Fund under the Plan. So long as the Plan
continues in effect, the Distributor shall be entitled to receive reimbursement
from the Trust under the Plan for actual expenses incurred in connection with
the Fund to the extent such expenses are reimbursable under the Plan. The
Treasurer of the Trust shall provide to the Board of Trustees of the Trust and
the Board of Trustees shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made.

            (e) The Trust shall pay all expenses incurred in connection with (i)
the preparation, printing and distribution to stockholders of the Prospectus and
reports and other communications to Fund shareholders; (ii) registrations of
Fund shares under the 1933 Act and the Fund under the 1940 Act; (iii) amendments
to the Registration Statement; (iv) qualification of Fund shares for sale in
jurisdictions designated by the Distributor; (v) qualification of the Trust as a
dealer or broker under the laws of jurisdictions designated by the Distributor;
(vi) qualification of the Trust as a foreign corporation authorized to do
business in any jurisdiction if the Distributor determines that such
qualification is necessary or desirable for the purpose of facilitating sales of
Fund shares; (vii) maintaining facilities for the issue and transfer of Fund
shares; (viii) supplying information, prices and other data to be furnished by
the Trust under this agreement; and (ix) original issue taxes or transfer taxes
applicable to the sale or delivery of Fund shares.

            (f) The Trust shall execute all documents and furnish any
information which may be reasonably necessary in connection with the
qualification of Fund shares of the Trust for sale in a jurisdiction designated
by the Distributor.

            (g) The Trust shall pay to the Distributor the amount that is
payable pursuant to, and in accordance with, the Distribution Plan applicable to
a Fund or class of shares of a Fund, or the maximum amount payable under
applicable laws, regulations and rules, whichever is less. The actual amount
payable with respect to such Fund in any month is to be determined by mutual
agreement.

       8.   The Trust shall furnish the Distributor from time to time, for use
in connection with the sale of Fund shares, such written information with
respect to the Trust as the Distributor may reasonably request.  In each case
such written information shall be signed by an authorized officer of the Trust.
The Trust represents and warrants that such information, when signed by one of
its officers, shall be true and correct.  The Trust shall also furnish to the
Distributor copies of its reports to its stockholders and such additional
information regarding the Trust's financial condition as the Distributor may
reasonably request from time to time.

       9.   The Registration Statement and the Prospectus have been or will be,
as the case may be, prepared in conformity with the 1933 Act, the 1940 Act and
the rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC").  The Trust represents and warrants to the
Distributor that the Registration Statement and the Prospectus contain or will
contain all statements required to be stated therein in accordance with

                                       3
<PAGE>

the 1933 Act, the 1940 Act and the Rules and Regulations, that all statements of
fact contained or to be contained therein are or will be true and correct at the
time indicated or the effective date, as the case may be, and that neither the
Registration Statement nor the Prospectus, when it shall become effective under
the 1933 Act or be authorized for use, shall include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of Fund
shares. The Trust shall from time to time file such amendment or amendments to
the Registration Statement and the Prospectus as, in the light of future
developments, shall, in the opinion of the Trust's counsel, be necessary in
order to have the Registration Statement and the Prospectus at all times contain
all material facts required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Fund shares. If the Trust
shall not file such amendment or amendments within 15 days after receipt by the
Trust of a written request from the Distributor to do so, the Distributor may,
at its option, terminate this agreement immediately. The Trust shall not file
any amendment to the Registration Statement or the Prospectus without giving the
Distributor reasonable notice thereof in advance, provided that nothing in this
agreement shall in any way limit the Trust's right to file at any time such
amendments to the Registration Statement or the Prospectus as the Trust may deem
advisable. The Trust represents and warrants to the Distributor that any
amendment to the Registration Statement or the Prospectus filed hereafter by the
Trust will, when it becomes effective under the 1933 Act, contain all statements
required to be stated therein in accordance with the 1933 Act, the 1940 Act and
the Rules and Regulations, that all statements of fact contained therein will,
when the same shall become effective, be true and correct, and that no such
amendment, when it becomes effective, will include an untrue statement of a
material fact or will omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Fund shares.

         10.  Subject to the provisions of paragraph 7, the Trust shall prepare
and furnish to the Distributor from time to time such number of copies of the
most recent form of the Prospectus filed with the SEC as the Distributor may
reasonably request.  The Trust authorizes the Distributor and Selling Agents to
use the Prospectus, in the form furnished to the Distributor from time to time,
in connection with the sale of Fund shares.  The Trust shall indemnify, defend
and hold harmless the Distributor, its officers and partners and any person who
controls the Distributor within the meaning of the 1933 Act, from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Distributor, its officers or
partners or any such controlling person, may incur under the 1933 Act, the 1940
Act, other statutes, the common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus or arising out of or based upon any alleged omission
to state a material fact required to be stated in either thereof or necessary to
make the statements in either thereof not misleading.  Notwithstanding the
foregoing, this indemnity agreement, to the extent that it might require
indemnity of any person who is an officer or partner of the Distributor and who
is also a director of the Trust, shall not inure to the benefit of such officer
or partner unless a court of competent jurisdiction shall determine, or it shall
have been determined by controlling precedent, that such result would not be
against public policy as expressed in the 1933 Act or the 1940 Act, and in no
event shall anything contained herein be so construed as to protect the
Distributor against any liability to the Trust or its stockholders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or negligence in the performance of its duties or by reason of its
reckless

                                       4
<PAGE>

disregard of its obligations and duties under this agreement. This indemnity
agreement is expressly conditioned upon the Trust's being notified of any action
brought against the Distributor, its officers or partners or any such
controlling person, which notification shall be given by letter or by telegram
addressed to the Trust at its principal office in Little Rock, Arkansas, and
sent to the Trust by the person against whom such action is brought within ten
days after the summons or other first legal process shall have been served. The
failure to notify the Trust of any such action shall not relieve the Trust from
any liability which it may have to the person against whom such action is
brought by reason of any such alleged untrue statement or omission otherwise
than on account of the indemnity agreement contained in this paragraph. The
Trust shall be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, but, in such case, the defense shall be
conducted by counsel chosen by the Trust and approved by the Distributor. If the
Trust elects to assume the defense of any such suit and retain counsel approved
by the Distributor, the defendant or defendants in such suit shall bear the fees
and expenses of any additional counsel retained by any of them, but in case the
Trust does not elect to assume the defense of any such suit, or in case the
Distributor does not approve of counsel chosen by the Trust, the Trust will
reimburse the Distributor, its officers and partners or the controlling person
or persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by the Distributor or them. In addition, The
Distributor shall have the right to employ one separate counsel to represent it,
its officers and partners and any such controlling person who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
by the Distributor against the Trust hereunder if in the reasonable judgment of
the Distributor it is advisable because of existing or potential differing
interests between the Distributor, its officers and partners or such controlling
person and the Trust in the conduct of the defense of such action, for the
Distributor, its officers and partners or such controlling person to be
represented by separate counsel, in which event the fees and expenses of such
separate counsel shall be borne by the Trust. This indemnity agreement and the
Trust's representations and warranties in this agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Distributor, its officers and partners or any such controlling
person and shall survive the delivery of any shares as provided in this
agreement. This indemnity agreement shall inure exclusively to the benefit of
the Distributor and its successors, the Distributor's officers and partners and
their respective estates and any such controlling persons and their successors
and estates. The Trust shall promptly notify the Distributor of the commencement
of any litigation or proceedings against it in connection with the issue and
sale of any Fund shares.

         11.  The Distributor agrees to indemnify, defend and hold harmless the
Trust, its officers and directors and any person who controls the Trust within
the meaning of the 1933 Act, from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which the Trust, its officers or directors or any such controlling
person, may incur under the 1933 Act, the 1940 Act, other statutes, the common
law or otherwise, but only to the extent that such liability or expense incurred
by the Trust, its officers or directors or such controlling person resulting
from such claims or demands shall arise out of or be based upon (a) any alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor to the Trust specifically for use in the Registration
Statement or the Prospectus or shall arise out of or be based upon any alleged
omission required to be stated in the Registration Statement or the Prospectus
or necessary to make such information not misleading,

                                       5
<PAGE>

(b) any alleged act or omission on the Distributor's part as the Trust's agent
that has not been expressly authorized by the Trust in writing, or (c) any
alleged willful misfeasance, bad faith or negligence in the performance of the
Distributor's obligations and duties under the Agreement or by reason of its
alleged reckless disregard thereof. This indemnity agreement is expressly
conditioned upon the Distributor's being notified of any action brought against
the Trust, its officers and directors or any such controlling person, which
notification shall be given by letter or telegram, addressed to the Distributor
at its principal office in Little Rock, Arkansas, and sent to the Distributor by
the person against whom such action is brought, within 10 days after the summons
or other first legal process shall have been served. The failure to notify the
Distributor of any such action shall not relieve the Distributor from any
liability which it may have to the Trust, its officers or directors or such
controlling person by reason of any such alleged misstatement or omission on the
Distributor's part otherwise than on account of the indemnity agreement
contained in this paragraph. The Distributor shall have a right to control the
defense of such action with counsel of its own choosing and approved by the
Trust if such action is based solely upon such alleged misstatement or omission
on the Distributor's part, and in any other event the Trust, its officers and
directors or such controlling person shall each have the right to participate in
the defense or preparation of the defense of any such action at their own
expense.

       12.  No Fund shares shall be sold through the Distributor or by the Trust
under this agreement and no orders for the purchase of Fund shares shall be
confirmed or accepted by the Trust if and so long as the effectiveness of the
Registration Statement shall be suspended under any of the provisions of the
1933 Act.  Nothing contained in this paragraph 12 shall in any way restrict,
limit or have any application to or bearing upon the Trust's obligation to
redeem Fund shares from any shareholder in accordance with the provisions of its
Declaration of Trust.  The Trust will use its best efforts at all times to have
Fund shares effectively registered under the 1933 Act.

       13.  The Trust agrees to advise the Distributor immediately:

            (a) of any request by the SEC for amendments to the Registration
Statement or the Prospectus or for additional information;

            (b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the Prospectus
under the 1933 Act or the initiation of any proceedings for that purpose;

            (c) of the happening of any material event that makes untrue any
statement made in the Registration Statement or the Prospectus or that requires
the making of a change in either thereof in order to make the statements therein
not misleading; and

            (d) of any action of the SEC with respect to any amendments to the
Registration Statement or the Prospectus that may from time to time be filed
within the SEC under the 1933 Act or the 1940 Act.

       14.  Insofar as they concern the Trust, the Trust shall comply with all
applicable laws, rules and regulations, including, without limiting the
generality of the foregoing, all rules or

                                       6
<PAGE>

regulations made or adopted pursuant to the 1933 Act, the 1940 Act or by any
securities association registered under the 1934 Act.

       15.  The Distributor may, if it desires and at its own cost and expense,
appoint or employ agents to assist it in carrying out its obligations under this
agreement, but no such appointment or employment shall relieve the Distributor
of any of its responsibilities or obligations to the Trust under this agreement.

       16.  The following provisions shall apply with respect to the sale by
Distributor of Class B Shares of any Fund, notwithstanding any other provision
herein to the contrary:

            (a) Distributor shall have the obligation to pay all applicable
dealer allowances ("B Share Allowances") to which Selling Agents are entitled to
receive in connection with the sale of Class B Shares, including any such B
Share Allowances, or portions thereof, to which registered representatives of
Distributor are entitled to receive.

            (b) To the extent that Distributor engages and uses a third-party to
finance its obligation to pay B Share Allowances as set forth in this section,
Distributor shall have the right to assign to such third-party all or any
portion of Distributor's right hereunder to receive fees in connection with the
sale of Class B Shares and to direct the Company, upon written notice, to make
direct payment of these fees to such party, free and clear of any rights to
offset or claims of the Trust or any Fund against Distributor.

            (c) The Trust acknowledges that, under the applicable Distribution
Plan for Class B Shares of the Funds, any payments that the Funds make to
Distributor with respect to Class B Shares shall continue, in accordance with,
and subject to, the applicable terms relating to the Class B Shares, regardless
of whether Distributor is acting as the principal underwriter for the Trust (and
affected Funds); provided that the Distribution Plan for the Class B Shares has
not been terminated or modified in a way which affects the payment of such
amounts.

       17.  Subject to the provisions of paragraph 9, this agreement shall
continue in effect until such time as there shall remain no shares registered
under the 1933 Act, provided that this agreement shall continue in effect for a
period of more than one year from the date hereof only so long as such
continuance is specifically approved at least annually in accordance with the
1940 Act and the rules thereunder.  This agreement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act).  This agreement
may, in any event, be terminated at any time, without the payment of any
penalty, by the Trust upon 60 days' written notice to the Distributor or by the
Distributor at any time after the second anniversary of the effective date of
this agreement on 60 days' written notice to the Trust.

       18.  Nothing in this Agreement shall require the Trust to take any action
contrary to any provision of its Declaration of Trust or to any applicable
statute or regulation.

       19.  Miscellaneous.

            (a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or the Distributor shall be
sufficiently given if addressed to

                                       7
<PAGE>

that party and received by it at its office set forth below or at such other
place as it may from time to time designate in writing.

            To the Trust:

            Wells Fargo Variable Trust
            111 Center Street
            Little Rock, Arkansas 72201

            Attention:  Richard H. Blank Jr., Assistant Secretary

            With a copy to:

            Wells Fargo Bank, N.A.
            525 Market Street, 12th Floor
            San Francisco, CA 94105

            Attention:  C. David Messman, Vice President

            To the Distributor:

            Stephens Inc.
            111 Center Street
            Little Rock, Arkansas 72201

            Attention:  Richard H. Blank Jr., Senior Vice President

            (b) This Agreement shall extend to and be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be subject to assignment (as that term is defined under the
1940 Act).

            (c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.

            (d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and which collectively shall be
deemed to constitute only one agreement.

            (e) If any provision of this Agreement is declared to be prohibited
or unenforceable, the remaining provisions of this Agreement shall continue to
be valid and fully enforceable.

   In witness whereof, the parties have caused this Agreement to be executed by
their duly authorized officers as of the day and year first above written.

                                       8
<PAGE>

                                        WELLS FARGO VARIABLE TRUST

                                        By:  ______________________________

                                             David I. Goldstein
                                             Assistant Treasurer


                                        STEPHENS INC.


                                        By:  ______________________________
                                             R. Greg Feltus
                                             Executive Vice President

                                       9
<PAGE>

                                  Appendix A
                                  ----------

         Funds of Wells Fargo Variable Trust Covered by This Agreement

                    ---------------------------------
                      Variable Trust Funds
                    ---------------------------------
                      Asset Allocation Fund
                    ---------------------------------
                      Corporate Bond Fund
                    ---------------------------------
                      Equity Value Fund
                    ---------------------------------

                      Equity Income Fund
                    ---------------------------------
                      Growth Fund
                    ---------------------------------
                      Income Equity Fund
                    ---------------------------------
                      International Equity Fund
                    ---------------------------------
                      Large Company Growth Fund
                    ---------------------------------
                      Money Market Fund
                    ---------------------------------

                      Small Cap Growth Fund
                    ---------------------------------

   Each of the Funds is subject to a maximum 0.25% distribution fee.

Approved by Board of Trustees:   March 26, 1999

                                       10

<PAGE>


                                                          EXHIBIT 99.B(G)(1)

                               CUSTODY AGREEMENT


                          Wells Fargo Variable Trust
                               111 Center Street
                         Little Rock, Arkansas  72201

       This Agreement is made as of this 20th day of September, 1999 (the
"Agreement"), by and between WELLS FARGO VARIABLE TRUST (the "Trust"), on behalf
of the Funds listed on Appendix F hereto, as such Appendix may be revised from
time to time (each a "Fund" and, collectively, the "Funds"), and BARCLAYS GLOBAL
INVESTORS, N.A. (the "Custodian").

                            W I T N E S S E T H  :

that for and in consideration of the mutual promises hereinafter set forth, the
Trust and the Custodian agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

       Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meaning:

       1.  "Authorized Person" shall be deemed to include the treasurer, the
controller or any other person, whether or not any such person is an Officer or
employee of the Trust, duly authorized by the Board of Trustees ("Trustees") to
give Oral Instructions and Written Instructions on behalf of a Fund and listed
in the Certificate attached hereto as Appendix A or such other Certificate as
may be received from time to time by the Custodian.

       2.  "Book-Entry System" shall mean the Federal Reserve/Treasury book-
entry system for United States and federal agency securities, its successor(s)
and its nominee(s).

       3.  "Certificate" shall mean any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian and signed on behalf of a
Fund by any two Officers of the Trust.

       4.  "Clearing Member" shall mean a registered broker-dealer that is a
member of a national securities exchange qualified to act as a custodian for an
investment company, or any broker-dealer reasonably believed by the Custodian to
be such a clearing member.

       5.  "Depository" shall mean The Depository Trust Company ("DTC"),
Participants Trust Company ("PTC"), and any other clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934, its successor(s) and its nominee(s), provided the
Custodian has received a certified copy of a resolution of the Board of Trustees
specifically approving deposits in DTC, PTC or such other clearing agency. The
term "Depository" shall further mean and include any person authorized to act as
a depository pursuant to Section 17, Rule 17f-4 or Rule 17f-5 thereunder, under
the Investment Company Act of 1940, its successor(s) and its
<PAGE>

nominee(s), specifically identified in a certified copy of a resolution of the
Board of Trustees approving deposits therein by the Custodian.

       6.  "Margin Account" shall mean a segregated account in the name of a
broker, dealer, or Clearing Member, or in the name of the Trust or a Fund for
the benefit of a broker, dealer, or Clearing Member, or otherwise, in accordance
with an agreement between the Trust on behalf of a Fund, the Custodian and a
broker, dealer, or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities and/or moneys of
a Fund shall be deposited and withdrawn from time to time in connection with
such transactions as a Fund may from time to time determine. Securities held in
the Book-Entry System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's effecting an
appropriate entry on its books and records.

       7.  "Money Market Securities" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and interest
by the government of the United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers' acceptances, repurchase
and reverse repurchase agreements with respect to the same and bank time
deposits, where the purchase and sale of such securities normally requires
settlement in federal funds on the same date as such purchase or sale.

       8.  "Officers" shall be deemed to include the President, Vice President,
the Secretary, the Treasurer, the Controller, any Assistant Secretary, any
Assistant Treasurer or any other person or persons duly authorized by the
Trustees of the Trust to execute any Certificate, instruction, notice or other
instrument on behalf of a Fund and listed in the Certificate attached hereto as
Appendix B or such other Certificate as may be received by the Custodian from
time to time.

       9.  "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from an Authorized Person or from a person reasonably believed
by the Custodian to be an Authorized Person.

       10. "Reverse Repurchase Agreement" shall mean an agreement pursuant to
which a Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.

       11. "Security" or "Securities" shall be deemed to include, without
limitation, Money Market Securities, Reverse Repurchase Agreements, common stock
and other instruments or rights having characteristics similar to common stocks,
preferred stocks, debt obligations issued by state or municipal governments and
by public authorities (including, without limitation, general obligations
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or representing
any other rights or interest therein, or any property or assets.

       12. "Segregated Security Account" shall mean an account maintained under
the terms of this Agreement as a segregated account, by recordation or
otherwise, within the custody account in which certain Securities and/or other
assets of a Fund shall be deposited and withdrawn from time to time in
accordance with Certificates received by the Custodian in connection with such
transactions as a Fund may from time to time determine.

       13. "Shares" shall mean the shares of common stock of a Fund, each of
which, in the case of a Fund having Series, is allocated to a particular Series.

                                       2
<PAGE>

       14. "Written Instructions" shall mean written communications actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to verify by codes or
otherwise with a reasonable degree of certainty the authenticity of the sender
of such communication.

                                  ARTICLE II
                          APPOINTMENT OF A CUSTODIAN

       1.  The Trust on behalf of a Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any time owned by a
Fund during the term of this Agreement.

       2.  The Custodian hereby accepts appointment as such custodian and agrees
to perform all the duties thereof as set forth in this Agreement.

                                  ARTICLE III
                        CUSTODY OF CASH AND SECURITIES

       1.  Except as otherwise provided in Article V, a Fund will deliver or
cause to be delivered to the Custodian all Securities and all moneys owned by
it, including cash received for the issuance of its Shares, at any time during
the term of this Agreement. The Custodian will not be responsible for such
Securities and such moneys until actually received by it. The Custodian will be
entitled to reverse any credits made on a Fund's behalf where such credits have
been previously made and moneys are not finally collected. A Fund shall deliver
to the Custodian a certified resolution of the Trustees of the Trust authorizing
and instructing the Custodian on a continuous and ongoing basis to deposit in
the Book-Entry System all Securities eligible for deposit therein and to utilize
the Book-Entry System to the extent possible in connection with its performance
hereunder, including, without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities, and deliveries and
returns of Securities collateral. Prior to a deposit of Securities of a Fund in
the Depository, a Fund shall deliver to the Custodian a certified resolution of
the Trustees of the Trust approving, authorizing and instructing the Custodian
on a continuous and ongoing basis until instructed to the contrary by a
Certificate actually received by the Custodian to deposit in the Depository all
Securities eligible for deposit therein and to utilize the Depository to the
extent possible in connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of Securities collateral.
Securities and moneys of a Fund deposited in either the Book-Entry System or the
Depository will be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity.

       2.  The Custodian shall credit to a separate account in the name of a
Fund all moneys received by it for the account of a Fund, and shall disburse the
same only:

       (a) In payment for Securities purchased, as provided in Article IV
hereof;

       (b) In payment of dividends or distributions, as provided in Article
VIII hereof;

       (c) In payment of original issue or other taxes, as provided in Article
IX hereof;

                                       3
<PAGE>

       (d)  In payment for Shares redeemed by it, as provided in Article IX
hereof;

       (e)  Pursuant to Certificate(s) setting forth the name(s) and address(es)
of the person(s) to whom the payment is to be made, and the purpose for which
payment is to be made; or

       (f)  In payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian, as provided in Article XII hereof.

       3.   Promptly after the close of business on each day, the Custodian
shall furnish a Fund with confirmations and a summary of all transfers to or
from the account of a Fund during said day. Where Securities are transferred to
the account of a Fund, the Custodian shall also by book-entry or otherwise
identify as belonging to a Fund a quantity of Securities in a fungible bulk of
Securities registered in the name of the Custodian (or its nominee) or shown on
the Custodian's account on the books of the Book-Entry System or the Depository.
The Custodian shall furnish a Fund at least monthly with a detailed statement of
the Securities and moneys held for a Fund under this Agreement.

       4.   Except as otherwise provided in Article V, all Securities held for a
Fund which are issued or issuable only in bearer form, except such Securities as
are held in the Book-Entry System, shall be held by the Custodian in that form;
all other Securities held for a Fund may be registered in the name of a Fund, in
the name of any duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor(s) or their nominee(s). The Trust
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository, any Securities which it may hold for the account of a Fund and which
may from time to time be registered in the name of a Fund. The Custodian shall
hold all such Securities which are not held in the Book-Entry System or in the
Depository in a separate account in the name of a Fund physically segregated at
all times from those of any other person or persons.

       5.   Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or through
the use of the Book-Entry System or the Depository with respect to the
Securities therein deposited, shall, with respect to all Securities held for a
Fund in accordance with this Agreement:

       (a)  Collect all income due or payable;

       (b)  Present for payment and collect the amount payable upon such
Securities which are called, but only if either (i) the Custodian receives a
written notice of such call, or (ii) notice of such call appears in one or more
of the publications listed in Appendix C annexed hereto, which may be amended at
any time by the Custodian upon five business days' prior notification to a Fund;

       (c)  Present for payment and collect the amount payable upon all
Securities which mature;

       (d)  Surrender Securities in temporary form for definitive Securities;

       (e)  Execute, as Custodian, any necessary declarations or certificates of
ownership under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect; and

                                       4
<PAGE>

       (f)  Hold directly, or through the Book-Entry System or the Depository
with respect to Securities therein deposited, for the account of a Fund all
rights and similar securities issued with respect to any Securities held by the
Custodian hereunder.

       6.   Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:

       (a)  Execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments whereby
the authority of a Fund as owner of any Securities may be exercised;

       (b)  Deliver any Securities held for a Fund in exchange for other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;

       (c)  Deliver any Securities held for a Fund to any protective committee,
reorganization committee or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement such
certificates of deposit, interim receipts or other instruments or documents as
may be issued to it to evidence such delivery;

       (d)  Make such transfer or exchanges of the assets of a Fund and take
such other steps as shall be stated in said order to be for the purpose of
effectuating any duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of a Fund; and

       (e)  Present for payment and collect the amount payable upon Securities
not described in preceding paragraph 5(b) of this Article which may be called as
specified in the Certificate.

                                  ARTICLE IV
                 PURCHASE AND SALE OF INVESTMENTS OF THE FUND

       1.   Promptly after each purchase or sale (as applicable) of Securities
by a Fund, other than a purchase or sale of any Reverse Repurchase Agreement, a
Fund shall deliver to the Custodian (i) with respect to each purchase or sale of
Securities which are not Money Market Securities, a Certificate; and (ii) with
respect to each purchase or sale of Money Market Securities, a Certificate, Oral
Instructions or Written Instructions, specifying with respect to each such
purchase or sale: (a) the name of the issuer and the title of the Securities;
(b) the number of shares or the principal amount purchased or sold and accrued
interest, if any; (c) the date of purchase or sale and settlement date; (d) the
purchase or sale price per unit; (e) the total amount payable upon such purchase
or sale; (f) the name of the person from whom or the broker through whom the
purchase or sale was made, and the name of the clearing broker, if any; (g) in
the case of a purchase, the name of the broker to which payment is to be made;
and (h) in the case of a sale, the name of the broker to whom the Securities are
to be delivered. In the case of a purchase, the Custodian shall, upon receipt of
Securities purchased by or for a Fund, pay out of the moneys held for the
account of a Fund the total amount payable to the person from whom, or the
broker through whom, the purchase was made, provided that the same conforms to
the total amount payable as set forth in such Certificate, Oral Instructions or
Written Instructions. In the case of a sale, the Custodian shall deliver the
Securities upon receipt of the total amount payable to a Fund upon such sale,
provided that the same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject to the
foregoing, the Custodian may accept payment in such form as shall be

                                       5
<PAGE>

satisfactory to it, and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in securities.

                                   ARTICLE V
                                  SHORT SALES

       1.  Promptly after any short sale, a Fund shall deliver to the Custodian
a Certificate specifying: (a) the name of the issuer and the title of the
Security; (b) the number of shares or principal amount sold, and accrued
interest or dividends, if any; (c) the dates of the sale and settlement; (d) the
sale price per unit; (e) the total amount credited to a Fund upon such sale, if
any (f) the amount of cash and/or the amount and kind of Securities, if any,
which are to be deposited in a Margin Account and the name in which such Margin
Account has been or is to be established; (g) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in a Segregated Security
Account; and (h) the name of the broker through which such short sale was made.
The Custodian shall upon its receipt of a statement from such broker confirming
such sale and that the total amount credited to a Fund upon such sale, if any,
as specified in the Certificate is held by such broker for the account of the
Custodian (or any nominee of the Custodian) as custodian of a Fund, issue a
receipt or make the deposits into the Margin Account and the Segregated Security
Account specified in the Certificate.

       2.  In connection with the closing-out of any short sale, a Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to each
such closing-out: (a) the name of the issuer and the title of the Security; (b)
the number of shares or the principal amount, and accrued interest or dividends,
if any, required to effect such closing-out to be delivered to the broker; (c)
the dates of the closing-out and settlement; (d) the purchase price per unit;
(e) the net total amount payable to a Fund upon such closing-out; (f) the net
total amount payable to the broker upon such closing-out; (g) the amount of cash
and the amount and kind of Securities, if any, to be withdrawn, from the Margin
Account; (h) the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Segregated Security Account; and (i) the name of
the broker through which a Fund is effecting such closing-out. The Custodian
shall, upon receipt of the net total amount payable to a Fund upon such closing-
out and the return and/or cancellation of the receipts, if any, issued by the
Custodian with respect to the short sale being closed-out, pay out the moneys
held for the account of a Fund to the broker the net total amount payable to the
broker, and make the withdrawals from the Margin Account and the Segregated
Security Account, as the same are specified in the Certificate.

                                  ARTICLE VI
                         REVERSE REPURCHASE AGREEMENTS

       1.  Promptly after a Fund enters into a Reverse Repurchase Agreement with
respect to Securities and money held by the Custodian hereunder, a Fund shall
deliver to the Custodian a Certificate, or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate, Oral Instructions or
Written Instructions specifying: (a) the total amount payable to a Fund in
connection with such Reverse Repurchase Agreement; (b) the broker or dealer
through or with which the Reverse Repurchase Agreement is entered; (c) the
amount and kind of Securities to be delivered by a Fund to such broker or
dealer; (d) the date of such Reverse Repurchase Agreement; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account in connection with such Reverse Repurchase
Agreement. The Custodian shall, upon receipt of the total amount payable to a
Fund specified in the Certificate, Oral Instructions or Written Instructions
make the

                                       6
<PAGE>

delivery to the broker or dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral Instructions or Written
Instructions.

       2.  Upon the termination of a Reverse Repurchase Agreement described in
paragraph 1 of this Article VI, a Fund shall promptly deliver a Certificate or,
in the event such Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being terminated; (b) the total
amount payable by a Fund in connection with such termination; (c) the amount and
kind of Securities to be received by a Fund in connection with such termination;
(d) the date of termination; (e) the name of the broker or dealer with or
through which the Reverse Repurchase Agreement is to be terminated; and (f) the
amount of cash and/or the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt of the amount and
kind of Securities to be received by a Fund specified in the Certificate, Oral
Instructions or Written Instructions, make the payment to the broker or dealer,
and the withdrawals, if any, from the Segregated Security Account, specified in
such Certificate, Oral Instructions or Written Instructions.

                                  ARTICLE VII
                     MARGIN ACCOUNTS, SEGREGATED SECURITY
                       ACCOUNTS AND COLLATERAL ACCOUNTS

       1.  The Custodian shall, from time to time, make such deposits to, or
withdrawals from, a Segregated Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the amount of cash
and/or the amount and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that a Fund fails to specify in a
Certificate the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities to be deposited by the Custodian
into, or withdrawn from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and shall so notify a
Fund.

       2.  The Custodian shall make deliveries or payments from a Margin Account
to the broker, dealer or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account Agreement.

       3.  Amounts received by the Custodian as payments or distributions with
respect to Securities deposited in any Margin Account shall be dealt with in
accordance with the terms and conditions of the Margin Account Agreement.

       4.  The Custodian shall have a continuing lien and security interest in
and to any property at any time held by the Custodian in any Collateral Account
described herein.

       5.  On each business day, the Custodian shall furnish a Fund with a
statement with respect to a Fund's Margin Account in which money or Securities
are held specifying as of the close of business on the previous business day:
(a) the name of the Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The Custodian shall make
available upon request to any broker or dealer specified in the name of a Margin
Account a copy of the statement furnished a Fund with respect to such Margin
Account.

       6.  Promptly after the close of business on each business day in which
cash and/or Securities are maintained in a Collateral Account, the Custodian
shall furnish a Fund with a statement with respect

                                       7
<PAGE>

to a Fund's Collateral Account specifying the amount of cash and/or the amount
and kind of Securities held therein. No later than the close of business next
succeeding the delivery to a Fund of such statement, a Fund shall furnish the
Custodian with a Certificate or Written Instructions specifying the then market
value of the Securities described in such statement.

                                 ARTICLE VIII
                     PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

       1.  A Fund shall furnish the Custodian with a copy of the resolution of
the Trustees, certified by the Secretary or any Assistant Secretary, either (i)
setting forth the date of the declaration of a dividend or distribution, the
date of payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the shareholders of
record as of that date and the total amount payable to the Dividend Agent of a
Fund on the payment date, or (ii) authorizing the declaration of dividends and
distributions on a daily basis or some other periodic basis and authorizing the
Custodian to rely on Oral Instructions, Written Instructions or a Certificate
setting forth the date of the declaration of such dividend or distribution, the
date of payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the shareholders of
record as of that date and the total amount payable to the Dividend Agent on the
payment date.

       2.  Upon the payment date specified in such resolution, Oral
Instructions, Written Instructions or Certificate, the Custodian shall pay out
the moneys held for the account of a Fund the total amount payable to the
Dividend Agent of a Fund.

                                  ARTICLE IX
                         SALE AND REDEMPTION OF SHARES

       1.  Whenever a Fund shall sell any of its Shares, it shall deliver to the
Custodian a Certificate duly specifying the number of Shares sold, trade date,
price and the amount of money to be received by the Custodian for the sale of
such Shares.

       2.  Upon receipt of such money from the Transfer Agent or a co-transfer
agent, the Custodian shall credit such money to the account of a Fund.

       3.  Upon issuance of any of a Fund's Shares in accordance with the
foregoing provisions of this Article IX, the Custodian shall pay, out of the
money held for the account of a Fund, all original issue or other taxes required
to be paid by a Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.

       4.  Except as provided hereinafter, whenever a Fund shall redeem any of
its Shares, it shall furnish the Custodian with a Certificate specifying the
number of Shares redeemed and the amount to be paid for the Shares redeemed.

       5.  Upon receipt from the Transfer Agent or co-transfer agent of an
advice setting forth the number of Shares received by the Transfer Agent or co-
transfer agent for redemption, and that such Shares are valid and in good form
for redemption, the Custodian shall make payment to the Transfer Agent or co-
transfer agent, as the case may be, out of the moneys held for the account of a
Fund of the total amount specified in the Certificate issued pursuant to
paragraph 4 of this Article IX.

                                       8
<PAGE>

       6.  Notwithstanding the above provisions regarding the  redemption of any
of a Fund's Shares, whenever its Shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered by a Fund, the
Custodian, unless otherwise instructed by a Certificate, shall, upon receipt of
an advice from a Fund or its agent setting forth that the redemption is in good
form for redemption in accordance with the check redemption procedure, honor the
check presented as part of such check redemption privilege out of the money held
in the account of a Fund for such purposes.


                                   ARTICLE X
                           OVERDRAFTS OR INDEBTEDNESS

       1.  If the Custodian should in its sole discretion advance funds on
behalf of a Fund which results in an overdraft because the moneys held by the
Custodian for the account of a Fund shall be insufficient to pay the total
amount payable upon a purchase of Securities as set forth in a Certificate or
Oral Instructions issued pursuant to Article IV, or which results in an
overdraft for some other reason, or if a Fund is, for any other reason, indebted
to the Custodian (except a borrowing for investment or for temporary or
emergency purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this Article X), such
overdraft or indebtedness shall be deemed to be a loan made by the Custodian to
a Fund payable on demand and shall bear interest from the date incurred at a
rate per annum (based on a 360-day year for the actual number of days involved)
equal to 1/2% over the Custodian's prime commercial lending rate in effect from
time to time, such rate to be adjusted on the effective date of any change in
such prime commercial lending rate but in no event to be less than 6% per annum.
Any such overdraft or indebtedness shall be reduced by an amount equal to the
total of all amounts due a Fund which have not been collected by the Custodian
on behalf of a Fund when due because of the failure of the Custodian to make
timely demand or presentment for payment.  In addition, the Trust on behalf of a
Fund hereby agrees that the Custodian shall have a continuing lien and security
interest in and to any property at any time held by it for the benefit of a Fund
or in which a Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third party acting on
the Custodian's behalf.  The Trust authorizes the Custodian, in its sole
discretion, at any time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account standing to a Fund's
credit on the Custodian's books.

       2.  A Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
from which it borrows money for investment or for temporary or emergency
purposes using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank setting forth the
amount which such bank will loan to a Fund against delivery of a stated amount
of collateral.  A Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such borrowing:  (a) the name of the bank; (b)
the amount and terms of the borrowing, which may be set forth by incorporating
by reference an attached promissory note, duly endorsed by a Fund, or other loan
agreement; (c) the time and date, if known, on which the loan is to be entered
into; (d) the date on which the loan becomes due and payable; (e) the total
amount payable to a Fund on the borrowing date; (f) the market value of
Securities to be delivered as collateral for such loan, including the name of
the issuer, the title and the number of shares or the principal of any
particular Securities; and (g) a statement specifying whether such loan is for
investment purposes or for temporary or emergency purposes and that such loan is
in conformance with the Investment Company Act of 1940 and a Fund's prospectus.
The Custodian shall deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any, against delivery
by the lending bank of the total amount of the loan payable, provided that the
same conforms to the total amounts payable as set forth in the Certificate.  The
Custodian may, at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights

                                       9
<PAGE>

therein given the lending bank by virtue of any promissory note or loan
agreement. The Custodian shall deliver such Securities as additional collateral
as may be specified in a Certificate to collateralize further any transaction
described in this paragraph. A Fund shall cause all Securities released from
collateral status to be returned directly to the Custodian, and the Custodian
shall receive from time to time such return of collateral as may be tendered to
it. In the event that a Fund fails to specify in a Certificate the name of the
issuer, the title and number of shares or the principal amount of any particular
Securities to be delivered as collateral by the Custodian, the Custodian shall
not be under any obligation to deliver any Securities.


                                  ARTICLE  XI
                   LOANS OF PORTFOLIO SECURITIES OF THE FUND

       1.  If a Fund is permitted by the terms of the Trust's Declaration of
Trust and as disclosed in a Fund's most recent and currently effective
prospectus to lend its portfolio Securities, within twenty-four (24) hours after
each loan of portfolio Securities a Fund shall deliver or cause to be delivered
to the Custodian a Certificate specifying with respect to each such loan;  (a)
the name of the issuer and the title of the Securities; (b) the number of shares
or the principal amount loaned; (c) the date of loan and delivery; (d) the total
amount to be delivered to the Custodian against the loan of the Securities,
including the amount of cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or financial institution to
which  the loan was made.  The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to which the loan was
made upon receipt of the total amount designated as to be delivered against the
loan of Securities.  The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or Depository only in the
form of a certified or bank cashier's check payable to the order of a Fund or
the Custodian drawn on New York Clearing House funds and may deliver Securities
in accordance with the customs prevailing among dealers in securities.

       2.  Promptly after each termination of the loan of Securities by a Fund,
it shall deliver or cause to be delivered to the Custodian a Certificate
specifying with respect to each such loan termination and return of Securities:
(a) the name of the issuer and the title of the Securities to be returned; (b)
the number of shares or the principal amount to be returned; (c) the date of
termination; (d) the total amount to be delivered by the Custodian (including
the cash collateral for such Securities minus any offsetting credits as
described in said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be returned.  The Custodian
shall receive all Securities returned from the broker, dealer, or financial
institution to which such Securities were loaned and upon receipt thereof shall
pay, out of the moneys held for the account of a Fund, the total amount payable
upon such return of Securities as set forth in the Certificate.

                                       10
<PAGE>

                                  ARTICLE  XII
                                 THE CUSTODIAN

       1.   Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage, including attorney's fees,
resulting from its action or omission to act or otherwise, either hereunder or
under any Margin Account Agreement, except for any such loss or damage arising
out of its own negligence or willful misconduct. The Custodian may, with respect
to questions of law arising hereunder or under any Margin Account Agreement,
apply for and obtain the advice and opinion of counsel to a Fund or of its own
counsel, at the expense of a Fund, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to a Fund for any loss or damage
resulting from the use of the Book-Entry System or any Depository arising by
reason of any negligence, misfeasance or willful misconduct on the part of the
Custodian or any of its employees or agents.

       2.   Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:

       (a)  The validity of the issue of any Securities purchased, sold or
written by or for a Fund, the legality of the purchase, sale or writing thereof,
or the propriety of the amount paid or received thereof;

       (b)  The legality of the issue or sale of any of a Fund's Shares, or the
sufficiency of the amount to be received therefor;

       (c)  The legality of the redemption of any of a Fund's Shares, or the
propriety of the amount to be paid therefor;

       (d)  The legality of the declaration or payment of any dividend by a
Fund;

       (e)  The legality of any borrowing by a Fund using Securities as
collateral;

       (f)  The legality of any loan of portfolio Securities pursuant to Article
XI of this Agreement, nor shall the Custodian be under any duty or obligation to
see to it that any cash collateral delivered to it by a broker, dealer or
financial institution or held by it at any time as a result of such loan of
portfolio Securities of a Fund is adequate collateral for a Fund against any
loss it might sustain as a result of such loan.  The Custodian specifically, but
not by way of limitation, shall not be under any duty or obligation periodically
to check or notify a Fund that the amount of such cash collateral held by it for
a Fund is sufficient collateral for a Fund, but such duty or obligation shall be
the sole responsibility of a Fund.  In addition, the Custodian shall be under no
duty or obligation to see that any broker, dealer or financial institution to
which portfolio Securities of a Fund are lent pursuant to Article XI of this
Agreement makes payment to it of any dividends or interest which are payable to
or for the account of a Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian shall promptly
notify a Fund in the event that such dividends or interest are not paid and
received when due; or

       (g)  The sufficiency or value of any amounts of money and/or Securities
held in any Margin Account, Segregated Security Account or Collateral Account in
connection with transactions by a Fund.  In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer, or Clearing Member
makes payment to a Fund of any variation margin payment or similar payment which
a Fund

                                       11
<PAGE>

may be entitled to receive from such broker, dealer, or Clearing Member, to see
that any payment received by the Custodian from any broker, dealer, or Clearing
Member is the amount a Fund is entitled to receive, or to notify a Fund of the
Custodian's receipt or non-receipt of any such payment; provided however that
the Custodian, upon a Fund's written request, shall as Custodian, demand from
any broker, dealer, or Clearing Member identified by a Fund the payment of any
variation margin payment or similar payment that a Fund asserts it is entitled
to receive pursuant to the terms of a Margin Account Agreement or otherwise from
such broker, dealer, or Clearing Member.

       3.  The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft or other
instrument for the payment of money, received by it on behalf of a Fund until
the Custodian actually receives and collects such money directly or by the final
crediting of the account representing a Fund's interest at the Book-Entry System
or the Depository.

       4.  The Custodian shall have no responsibility and shall not be liable
for ascertaining or acting upon any calls, conversions, exchanges, offers,
tenders, interest rate changes or similar matters relating to Securities held in
the Depository unless the Custodian shall have actually received timely notice
from the Depository.  In no event shall the Custodian have any responsibility or
liability for the failure of the Depository to collect, or for the late
collection or late crediting by the Depository of any amount payable upon
Securities deposited in the Depository which may mature or be redeemed, retired,
called or otherwise become payable.  However, upon receipt of a Certificate from
a Fund of an overdue amount on Securities held in the Depository, the Custodian
shall make a claim against the Depository on behalf of a Fund, except that the
Custodian shall not be under any obligation to appear in, prosecute or defend
any action, suit or proceeding in respect to any Securities held by the
Depository which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.

       5.  The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to a Fund from the Transfer Agent
of a Fund nor to take any action to effect payment or distribution by the
Transfer Agent of a Fund of any amount paid by the Custodian to the Transfer
Agent of a Fund in accordance with this Agreement.

       6.  The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the Securities upon which such
amount is payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.

       7.  The Custodian may appoint one or more banking institutions as
Depository or Depositories or as sub-custodian(s), including, but not limited
to, banking institutions located in foreign countries, of Securities and moneys
at any time owned by a Fund, upon terms and conditions approved in a
Certificate, which shall, if requested by the Custodian, be accompanied by an
approving resolution of the Trust's Board of Trustees adopted in accordance with
Rule 17f-5 under the Investment Company Act of 1940, as amended.

       8.  The Custodian shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by it for the account of
a Fund are such as properly may be held by a Fund under the provisions of its
Declaration of Trust.

       9.  The Custodian shall be entitled to receive and each Fund agrees to
pay to the Custodian all out-of-pocket expenses and fees as set forth in
Appendix D attached hereto.  The Custodian may

                                       12
<PAGE>

charge such fees and any expenses incurred by the Custodian in the performance
of its duties against any money held by it for the account of a Fund. The
Custodian shall also be entitled to charge against any money held by it for the
account of a Fund the amount of any loss, damage, liability or expense,
including attorney's fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expense which the Custodian may charge
against the account of a Fund include, but are not limited to, the expenses of
Sub-Custodians of the Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of a Fund.

       10. The Custodian shall be entitled to rely upon any Certificate, notice
or other instrument in writing received by the Custodian and reasonably believed
by the Custodian to be a Certificate.  The Custodian shall be entitled to rely
upon any Oral Instructions and any Written Instructions actually received by the
Custodian pursuant to Article IV or VII hereof.  A Fund agrees to forward to the
Custodian a Certificate or facsimile thereof, confirming such Oral Instructions
or Written Instructions in such manner so that such Certificate or facsimile
thereof is received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such Oral Instructions
or Written Instructions are given to the Custodian.  A Fund agrees that the fact
that such confirming instructions are not received by the Custodian shall in no
way affect the validity of the transactions hereby authorized by a Fund.  A Fund
agrees that the Custodian shall incur no liability to a Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such transactions,
provided such instructions reasonably appear to have been received from an
Authorized Person.

       11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement.  Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification of
any amount to be paid to a broker, dealer, or Clearing Member.

       12. The books and records pertaining to a Fund which are in the
possession of the Custodian shall be the property of a Fund.  Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as amended, and other applicable securities laws, rules and
regulations.  A Fund, or a Fund's authorized representative(s), shall have
access to such books and records during the Custodian's normal business hours.
Upon the reasonable request of a Fund, copies of any such books and records
shall be provided by the Custodian to a Fund or a Fund's authorized
representative(s) at a Fund's expense.

       13. The Custodian shall provide the Trust with any report obtained by
the Custodian on the system of internal accounting control of the Book-Entry
System or the Depository and with such reports on its own systems of internal
accounting control as the Trust may reasonably request from time to time.

       14. A Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or incurred because of or in
connection with the Custodian's payment or non-payment of checks pursuant to
paragraph 6 of Article IX as part of any check redemption privilege program of a
Fund, except for any such liability, claim, loss and demand arising out of the
Custodian's own negligence or willful misconduct.

       15. Subject to the foregoing provisions of this Agreement, the Custodian
may deliver and receive Securities, and receipts with respect to such
Securities, and arrange for payments to be made and

                                       13
<PAGE>

received by the Custodian in accordance with the customs prevailing from time to
time among brokers or dealers in such Securities.

       16. The Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement or Appendix D attached hereto, and no covenant or obligation shall be
implied in this Agreement against the Custodian.


                                 ARTICLE  XIII
                                  TERMINATION

       1.  This Agreement shall continue until January 1998, and thereafter
shall continue automatically for successive annual periods ending on the last
day of December of each year, provided such continuance is specifically approved
at least annually by (i) the Trust's Trustees or (ii) vote of a majority (as
defined in the Investment Company Act of 1940) of a Fund's outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Trust's Trustees who are not "interested persons" (as defined in
said Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval.  This Agreement is terminable
without penalty, on sixty (60) days' notice, by the Trust's Trustees or, by vote
of holders of a majority of a Fund's Shares or, upon not less than ninety (90)
days' notice, by the Custodian.  In the event such notice is given by a Fund, it
shall be accompanied by a copy of a resolution of the Trustees of the Trust on
behalf of a Fund, certified by the Secretary or any Assistant Secretary,
electing to terminate this Agreement and designating a successor custodian or
custodians, each of which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits.  In the event such
notice is given by the Custodian, a Fund shall, on or before the termination
date, deliver to the Custodian a copy of a resolution of the Trustees, certified
by the Secretary or any Assistant Secretary, designating a successor custodian
or custodians.  In the absence of such designation by a Fund, the Custodian may
designate a successor custodian which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and undivided profits.  Upon
the date set forth in such notice, this Agreement shall terminate and the
Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor custodian all
Securities and moneys then owned by a Fund and held by it as Custodian, after
deducting all fees, expenses, and other amounts for the payment of reimbursement
of which shall then be entitled.

       2.  If a successor custodian is not designated by the Trust on behalf of
a Fund or the Custodian in accordance with the preceding paragraph, a Fund
shall, upon the date specified in the notice of termination of this Agreement
and upon the delivery by the Custodian of all Securities (other than Securities
held in the Book-Entry System which cannot be delivered to a Fund) and moneys
then owned by a Fund, be deemed to be its own custodian, and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement, other than the duty with respect to Securities held in the Book-Entry
System, in any Depository or by a Clearing Member which cannot be delivered to a
Fund, to hold such Securities hereunder in accordance with this Agreement.

                                       14
<PAGE>

                                  ARTICLE  XIV
                                 MISCELLANEOUS

       1.  Annexed hereto as Appendix A is a Certificate signed by two of the
present Officers of the Trust under its seal, setting forth the names and the
signatures of the present Authorized Persons.  The Trust agrees to furnish to
the Custodian a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or in the event that
other or additional Authorized Persons are elected or appointed.  Until such new
Certificate shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered Certificate.

       2.  Annexed hereto as Appendix B is a Certificate signed by two of the
present Officers of the Trust under its seal, setting forth the names and the
signatures of the present Officers of the Trust.  A Fund agrees to furnish to
the Custodian a new Certificate in similar form in the event any such present
Officer ceases to be an Officer of the Trust, or in the event that other or
additional Officers are elected or appointed.  Until such new Certificate shall
be received, the Custodian shall be fully be protected in acting under the
provisions of this Agreement upon the signatures of the Officers as set forth in
the last delivered Certificate.

       3.  Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be deemed sufficiently given
if addressed to the Custodian and mailed or delivered to it at its offices at
420 Montgomery Street, San Francisco, California, 94105, or at such other place
as the Custodian may from time to time designate in writing.

       4.  Any notice or other instrument in writing, authorized or required by
this Agreement to be given by or on behalf of a Fund, shall be deemed
sufficiently given if addressed to a Fund and mailed or delivered to it at its
office at 111 Center Street, Little Rock, Arkansas, 72201, or at such other
place as a Fund may from time to time designate in writing.

       5.  This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties to this Agreement and approved by a
resolution of the Trustees of the Trust.

       6.  This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successor(s) and assign(s); provided, however, that
this Agreement shall not be assignable by the Trust without the written consent
of the Custodian, or by the Custodian without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.

       7.  This Agreement shall be construed in accordance with the laws of the
State of California without giving effect to the choice of law provisions
thereof.

                                       15
<PAGE>

       8.  This Agreement may be executed in any number of counterparts, each
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers, thereunto duly authorized, as of the day
and year first above written.

WELLS FARGO VARIABLE TRUST       BARCLAYS GLOBAL INVESTORS, N.A.

By: /s/ Richard H. Blank, Jr.    By: ____________________
   ---------------------------
Name: Richard H. Blank, Jr.      Name: __________________
     -------------------------
      Assistant Secretary        Title: _________________
     -------------------------


                                 By: ____________________

                                 Name: __________________

                                 Title: _________________

                                       16
<PAGE>

                                  APPENDIX A
                                  ----------

                              AUTHORIZED PERSONS

          Pursuant to Article I, Para. 1, and Article XIV, Para. 1, of the
Custody Agreement, the following persons have been authorized by the Board of
Trustees to give Oral Instructions and Written Instructions on behalf of a Fund.

Signature:_____________________________

Name:__________________________________

Signature:_____________________________

Name:__________________________________

Signature:_____________________________

Name:__________________________________

Signature:_____________________________

Name:__________________________________

Signature:_____________________________

Name:__________________________________

Signature:_____________________________

Name:__________________________________

Signature:_____________________________

Name:__________________________________

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                      -A-
<PAGE>

                                  APPENDIX B
                                  ----------

                                   OFFICERS

          Pursuant to Article I, Para. 8, and Article XIV, Para. 2, of the
Custody Agreement, the term "Officers" does not include any persons other than
the President, Vice President, Secretary, Treasurer, Controller, Assistant
Secretary and Assistant Treasurer; and the following persons are Officers of
the Trust authorized by the Board of Trustees to execute any Certificate,
instruction, notice or other instrument on behalf of a Fund.

Signature: /s/ Richard H. Blank, Jr.
           ------------------------------
Name:      Richard H. Blank, Jr.

Signature: /s/ Michael W. Nolte
           ------------------------------
Name:      Michael W. Nolte

Signature: /s/ Carol J. Lorts
           ------------------------------
Name:      Carol J. Lorts

Signature: /s/ David I. Goldstein
           ------------------------------
Name:      David I. Goldstein

Signature: /s/ Stacey E. Hong
           ------------------------------
Name:      Stacey E. Hong

Signature: /s/ Dawn J. Taylor
           ------------------------------
Name:      Dawn J. Taylor


By: /s/ Richard H. Blank, Jr.                By: /s/ David I. Goldstein
    -------------------------------------        ------------------------------
    Richard H. Blank, Jr.                        David I. Goldstein
    Assistant Secretary                          Assistant Treasurer

                                      -B-
<PAGE>

                                  APPENDIX C
                                  ----------

              DESIGNATED PUBLICATIONS LIST FOR CALLED INSTRUMENTS

          The following publications are designated publications for the
purposes of Article III, Para. 5(b):

          A.   The Bond Buyer

          B.   The Depository Trust Company Notices

          C.   Financial Daily Card Services

          D.   The New York Times

          E.   Standard & Poor's Called Bond Record

          F.   The Wall Street Journal

                                      -C-
<PAGE>

                                  APPENDIX D
                                  ----------

                                 CUSTODY FEES

Net Asset Charge                                  0.0167% (1.67 bps) annually

Transaction Charges:

     Depository Eligible                     $10.00ea.
     Physical Delivery                       $20.00ea.
     Principal & Interest Paydown            $10.00ea.
     Sweeps                                  $-0-

                                      -D-
<PAGE>

                                  APPENDIX E
                                  ----------

                             Asset Allocation Fund

Approved by the Board of Trustees: March 26, 1999.

                                      -E-

<PAGE>

                                                              Exhibit 99.B(G)(2)
                               CUSTODY AGREEMENT

                          WELLS FARGO VARIABLE TRUST


     AGREEMENT, dated as of September 20, 1999, between Wells Fargo Variable
Trust, a business Trust organized under the laws of the State of Delaware with
its principal place of business at 111 Center Street, Little Rock, Arkansas
72201 and Norwest Bank Minnesota, N.A. (the "Custodian"), a banking association
organized under the laws of the United States of America with its principal
place of business at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479.

     WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company;

     WHEREAS, the Trust desires to appoint the Custodian as custodian of the
securities and cash of the investment portfolios ("Fund") listed in Appendix A
and the Custodian is willing to act in such capacity upon the terms and
conditions set forth below.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:

     SECTION 1.  DEFINITIONS

     Whenever used in this Agreement, the following terms shall have the
meanings specified, insofar as the context will allow.

(a)  1940 Act: The term 1940 Act shall mean the Investment Company Act of 1940,
     --------
     as amended from time to time.

(b)  Authorized Person: The term Authorized Person shall be deemed to include
     -----------------
     the treasurer, the controller or any other person, whether or not any such
     person is an Officer or employee of the Trust, duly authorized by the Board
     of Trustees ("Trustees") to give Oral Instructions and Written Instructions
     on behalf of the Fund and listed in the Certificate attached hereto as
     Appendix B or such other Certificate as may be received from time to time
     by the Custodian.

(c)  Authorized Administrative Person: The term Authorized Administrative Person
     --------------------------------
     shall mean those persons, duly authorized by the Board of Trustees, to give
     Oral and Written Instructions  with respect to the payment of expenses for
     designated Funds.

(d)  Board: The term Board shall mean the Board of Trustees of the Trust.
     -----

                                      -1-
<PAGE>

(e)  Book-Entry Account: The term Book-Entry Account shall mean an account
     ------------------
     maintained by a Federal Reserve Bank in which Book-Entry Securities are
     held.

(f)  Book-Entry Securities: The term Book-Entry Securities shall mean securities
     ---------------------
     issued by the United States Treasury and United States Federal agencies and
     instrumentalities that are maintained in the book-entry system maintained
     by a Federal Reserve Bank.

(g)  Certificate: The term Certificate shall mean any notice, instruction, or
     -----------
     other instrument in writing, authorized or required by this Agreement to be
     given to the Custodian, which is actually received by the Custodian and
     signed on behalf of a Fund by any two Officers of the Trust.

(h)  Clearing Member: The Term Clearing Member shall mean a registered broker-
     ---------------
     dealer that is a member of a national securities exchange qualified to act
     as a custodian for an investment company, or any broker-dealer reasonably
     believed by the Custodian to be such a clearing member.

(i)  Depository: The term Depository shall mean The Depository Trust Company
     ----------
     ("DTC"), Participants Trust Company ("PTC"), and any other clearing agency
     registered with the Securities and Exchange Commission under Section 17A of
     the Securities Exchange Act of 1934, its successor(s) and its nominee(s),
     provided the Custodian has received a certified copy of a resolution of the
     Board of Trustees specifically approving deposits in DTC, PTC or such other
     clearing agency. The term "Depository" shall further mean and include any
     person authorized to act as a depository pursuant to Section 17, Rule 17f-4
     or Rule 17f-5 under the 1940 Act, its successor(s) and its nominee(s),
     specifically identified in a certified copy of a resolution of the Board of
     Trustees approving deposits therein by the Custodian.

(j)  Custodian: The term Custodian shall mean the Custodian in its capacity as
     ---------
     custodian under this Agreement.

(k)  Foreign Securities: The term Foreign Securities shall mean "Foreign
     ------------------
     Securities" as that term is defined in Rule 17f-5 under the 1940 Act.

(l)  Foreign Custodian: The term Foreign Custodian shall mean "Eligible Foreign
     -----------------
     Custodian" as that term is defined in Rule 17f-5 under the 1940 Act.

(m)  Fund Business Day: The term Fund Business Day shall mean a day that is a
     -----------------
     business day for a Fund as defined in the Fund's prospectus.

(n)  Funds: The term Funds shall mean the Funds listed in Appendix A or any Fund
     -----
     that the Trust shall subsequently establish, provided that the Custodian
     may decline to act as custodian for any Fund subsequently established.

                                      -2-
<PAGE>

(o)  Margin Account: The term Margin Account shall mean a segregated account in
     --------------
     the name of a broker, dealer, or Clearing Member, or in the name of the
     Trust or a Fund for the benefit of a broker, dealer, or Clearing Member, or
     otherwise, in accordance with an agreement between the Trust on behalf of a
     Fund, the Custodian and a broker, dealer, or Clearing Member (a "Margin
     Account Agreement"), separate and distinct from the custody account, in
     which certain Securities and/or moneys of a Fund shall be deposited and
     withdrawn from time to time in connection with such transactions as the
     Fund may from time to time determine.  Securities held in the Book-Entry
     System or the Depository shall be deemed to have been deposited in, or
     withdrawn from, a Margin Account upon the Custodian's effecting an
     appropriate entry on its books and records.

(p)  Money Market Securities: The term Money Market Securities shall be deemed
     -----------------------
     to include, without limitation, debt obligations issued or guaranteed as to
     principal and interest by the government of the United States or agencies
     or instrumentalities thereof, commercial paper, certificates of deposit and
     bankers' acceptances, repurchase and reverse repurchase agreements with
     respect to the same and bank time deposits, where the purchase and sale of
     such securities normally requires settlement in federal funds on the same
     date as such purchase or sale.

(q)  Officers: The term Officers shall be deemed to include the President, Vice
     --------
     President, the Secretary, the Treasurer, the Controller, any Assistant
     Secretary, any Assistant Treasurer or any other person or persons duly
     authorized by the Trustees of the Trust to execute any Certificate,
     instruction, notice or other instrument on behalf of the Fund and listed in
     the Certificate attached hereto as Appendix B or such other Certificate as
     may be received by the Custodian from time to time.

(r)  Oral Instructions: The term Oral Instructions shall mean an authorization,
     -----------------
     instruction, approval, item or set of data, or information of any kind
     transmitted to the Custodian in person or by telephone, vocal telegram or
     other electronic means, by a person or persons reasonably believed in good
     faith by the Custodian to be a person or persons authorized by a resolution
     of the Board to give Oral Instructions on behalf of the Trust or a Fund.
     Each Oral Instruction shall specify whether it is applicable to the entire
     Trust or a specific Fund of the Trust.

(s)  Reverse Repurchase Agreement: The term Reverse Repurchase Agreement shall
     ----------------------------
     mean an agreement pursuant to which a Fund sells Securities and agrees to
     repurchase such Securities at a described or specified date and price.

(t)  Securities: The term Securities shall mean bonds, debentures, notes,
     ----------
     stocks, shares, evidences of indebtedness, and other securities and
     investments from time to time owned by the Trust.

(u)  Securities Depository: The term Securities Depository shall mean a system,
     ---------------------
     domestic or foreign, for the central handling of securities in which all
     securities of any particular class or series of any issuer deposited within
     the system are treated as fungible and may be

                                      -3-
<PAGE>

     transferred or pledged by bookkeeping entry without physical delivery of
     the securities and shall include any system for the issuance of Book-Entry
     Securities.

(v)  Segregated Security Account: shall mean an account maintained under the
     ---------------------------
     terms of this Agreement as a segregated account, by recordation or
     otherwise, within the custody account in which certain Securities and/or
     other assets of a Fund shall be deposited and withdrawn from time to time
     in accordance with Certificates received by the Custodian in connection
     with such transactions as a Fund may from time to time determine.

(w)  Share Certificates: The term Share Certificates shall mean the certificates
     ------------------
     for the Shares.

(x)  Shareholders: The term Shareholders shall mean the registered owners from
     ------------
     time to time of the Shares, as reflected on the share registry records of
     the Trust.

(y)  Shares: The term Shares shall mean the shares of common stock of a Fund,
     ------
     each of which, in the case of a Fund having Series, is allocated to a
     particular Series.

(z)  Sub-Custodian: The term Sub-Custodian shall mean any person selected by the
     -------------
     the Custodian under Section 20 hereof and in accordance with the
     requirements of the 1940 Act to custody any or all of the Securities and
     cash of the Trust, and shall include Foreign Sub-Custodians.

(aa) Trust: The term Trust shall mean Wells Fargo Variable Trust.
     -----

(bb) Written Instructions: The term Written Instructions shall mean an
     --------------------
     authorization, instruction, approval, item or set of data, or information
     of any kind transmitted to the Custodian in original writing containing
     original signatures, or a copy of such document transmitted by telecopy,
     including transmission of such signature, or other mechanical or
     documentary means, at the request of a person or persons reasonably
     believed in good faith by the Custodian to be a person or persons
     authorized by a resolution of the Board to give Written Instructions on
     behalf of the Trust or a Fund.  Each Written Instruction shall specify
     whether it is applicable to the entire Trust or a specific Fund of the
     Trust.

     SECTION 2.  APPOINTMENT

     The Trust hereby appoints the Custodian as custodian of the Securities and
cash of each Fund from time to time on deposit hereunder.  The Securities and
cash of each Fund shall be and remain the sole property of the Fund and the
Custodian shall have only custody thereof.  The Custodian shall hold, earmark
and physically segregate for the appropriate Fund account of the Trust all non-
cash property, including all Securities that are not maintained pursuant to
Section 6 in a Securities Depository or Book-Entry Account.  The Custodian will
collect from time to time the dividends and interest of the Securities held by
the Custodian.

     The Custodian shall open and maintain a separate bank or trust account or
accounts in the name of the Trust and each Fund, subject only to draft or order
by the Custodian acting pursuant

                                      -4-
<PAGE>

to the terms of this Agreement, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of the Trust or a Fund. Notwithstanding the foregoing, a separate bank
account may be established by the Trust to be used as a petty cash account in
accordance with Rule 17f-3 under the 1940 Act and the Custodian shall have not
duty or liability with regard to such account.

     Upon receipt of Written Instructions, funds held by the Custodian for a
Fund may be deposited by the Custodian to its credit in the banking department
of the Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable.  Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.

     SECTION 3.  DELIVERY OF BOARD RESOLUTIONS

     The Trust shall, as necessary, file with the Custodian a certified copy of
the operative resolution of the Board authorizing execution of Written
Instructions and the number of signatories required and setting forth authentic
signatures of all signatories authorized to sign on behalf of the Trust or any
Fund thereof. Such resolution shall constitute conclusive evidence of the
authority of all signatories designated therein to act and shall be considered
in full force and effect, with the Custodian fully protected in acting in
reliance thereon, until the Custodian receives a certified copy of a replacement
resolution adding or deleting a person or persons authorized to give written
Instructions.

     The Trust shall, as necessary, file with the Custodian a certified copy of
the operative resolution of the Board authorizing the transmittal of Oral
Instructions and specifying the person or persons authorized to give Oral
Instructions on behalf of the Trust or any Fund. Such resolution shall
constitute conclusive evidence of the authority of the person or persons
designated therein to act and shall be considered in full force and effect, with
the Custodian fully protected in acting in reliance therein, until the Custodian
actually receives a certified copy of a replacement resolution adding or
deleting a person or persons authorized to give Oral Instructions. If the
officer certifying the resolution is authorized to give Oral Instructions, the
certification shall also be signed by a second officer of the Trust.

     SECTION 4.  INSTRUCTIONS

     For all purposes under this Agreement, the Custodian is authorized to act
upon receipt of the first of any Written or Oral Instruction it receives. If the
first Instruction is an Oral Instruction, the Trust shall deliver or have
delivered to the Custodian a confirmatory Written Instruction; and if the
Custodian receives an Instruction, whether Written or Oral, with respect to a
Securities transaction, the Trust shall cause the broker or dealer to send a
written confirmation of the transaction to the Custodian. The Custodian shall be
entitled to rely on the first Instruction received and, for any act or omission
undertaken in compliance therewith, shall be free of liability and fully
indemnified and held harmless by the Trust. The sole obligation of the Custodian
with respect to any confirmatory Written Instruction or broker or dealer written
confirmation shall be to make reasonable efforts to detect any discrepancy
between the original

                                      -5-
<PAGE>

Instruction and such confirmation and to report such discrepancy to the Trust.
The Trust shall be responsible, at the Trust's expense, for taking any action,
including any reprocessing, necessary to correct any discrepancy or error, and
to the extent such action requires the Custodian to act, the Trust shall give
the Custodian specific Written Instructions as to the action required.

     SECTION 5.  DEPOSIT OF TRUST ASSETS

     The Trust will initially transfer and deposit or cause to be transferred
and deposited with the Custodian all of the Securities, other property and cash
owned by each Fund at the time this Agreement becomes effective, provided that
the Custodian shall have the right, in its sole discretion, to refuse to accept
any securities or other property that are not in proper form for deposit or any
reason. Such transfer and deposit shall be evidenced by appropriate schedules
duly executed by the Trust on behalf of the Fund. The Trust may deposit with the
Custodian additional Securities of the Funds and dividends or interest collected
on such Securities as the same are acquired from time to time.

     The Trust will cause to be deposited with the Custodian from time to time
(i) the net proceeds of Securities sold, (ii) the applicable net asset value of
Shares sold, whether representing initial issue or any other securities and
(iii) cash as may be acquired.  Deposits with respect to sales of Shares shall
be accompanied by Written or Oral Instructions stating the amount to be
deposited with the Custodian and registration instructions.

     SECTION 6.  DEPOSIT OF TRUST ASSETS WITH THIRD PARTIES

     The Trust hereby authorizes the Custodian to deposit assets of the Funds as
follows:

     (a)  With the Custodian or any other bank licensed and regularly examined
by the United States or any state thereof assets held in the Option Account
created pursuant to Section 13(b).

     (b)  In the Custodian or Sub-Custodian's account(s) with any Securities
Depository as the Trust shall permit by Written or Oral Instruction.

     (c)  Book-Entry Securities belonging to a Fund in a Book-Entry Account
maintained for the Custodian.

     So long as any deposit referred to in (b) or (c) above is maintained for a
Fund, the Custodian shall: (i) deposit the Securities in an account that
includes only assets held by the Custodian for customers; (ii) send the Trust a
confirmation (i.e., an advice of notice of transaction) of any transfers of the
Trust or a Fund to or from the account; (iii) with respect to Securities of a
Fund transferred to the account, identify as belonging to the Fund a quantity of
securities in a fungible bulk of securities that are registered in the name of
the Custodian or its nominee, or credited to the Custodian's account on the
books of a Securities Depository or the Custodian's agent; (iv) promptly send to
the Trust all reports it receives from the appropriate Federal Reserve Bank or
Securities Depository on its respective system of internal accounting

                                      -6-
<PAGE>

control; and (v) send to the Trust such reports of the systems of internal
accounting control of the Custodian and its agents through which Securities are
deposited as are available and as the Trust may reasonably request from time to
time.

     The Custodian shall be liable to the Trust or affected Fund for any loss or
damage to the Trust or the Fund resulting from the negligence (including failure
to act), fault or willful misconduct of the Custodian, its agents or employees
in selecting a Securities Depository or Book-Entry Account. The Custodian shall
not waive any rights it may have against a Securities Depository or Federal
Reserve Bank. The Trust on behalf of the affected Fund may elect to be
subrogated to the rights of the Custodian against the Securities Depository or
Federal Reserve Bank or any other person with respect to any claim that the
Custodian may have as a consequence of any such loss or damage, if and to the
extent that the Trust or the affected Fund has not been made whole for any such
loss or damage.

     SECTION 7.  REGISTRATION OF SECURITIES

     The Securities held by the Custodian, unless payable to bearer or
maintained in a Securities Depository or Book-Entry Account pursuant to Section
6, shall be registered in the name of the Custodian or in the name of its
nominee, or if directed by Written Instructions, in the name of the Fund or its
nominee. In the event that any Securities are registered in the name of the Fund
or its nominee, the Trust on behalf of the Fund will endorse, or cause to be
endorsed, to the Custodian dividend and interest checks, or will issue
appropriate orders to the issuers of the Securities to pay dividends and
interest to the Custodian. Securities, excepting bearer securities, delivered
from time to time to the Custodian shall, in all cases, be in due form for
transfer, or registered as above provided.

     SECTION 8.  DISBURSEMENTS OF CASH

     The Custodian is hereby authorized and directed to disburse cash to or from
a Fund from time to time as follows:

     (a)  For the purchase of Securities by the Fund, upon receipt by the
Custodian of (i) Written or Oral Instructions specifying the Securities and
stating the purchase price and the name of the broker, investment banker or
other party to or upon whose order the purchase price is to be paid and (ii)
either the Securities so purchased, in due form for transfer or already
registered as provided in Section 7, or notification by a Securities Depository
or a Federal Reserve Bank that the Securities have been credited to the
Custodian's account with the Securities Depository or Federal Reserve Bank.

     (b)  For transferring funds, including mark-to-the-market payments, in
connection with a repurchase agreement covering Securities that have been
received by the Custodian as provided in subsection (a) above, upon receipt by
the Custodian of (i) Written or Oral Instruction specifying the Securities, the
purchase price and the party to whom the purchase price is to be paid and (ii)
written agreement to repurchase the Securities from the Fund.

                                      -7-
<PAGE>

     (c)  For transferring funds to a duly-designated redemption paying agent to
redeem or repurchase Shares, upon receipt of (i) either Share Certificates in
due form for transfer, or proper processing of Shares for which no Share
Certificates are outstanding and (ii) Written or Oral Instructions stating the
applicable redemption price.

     (d)  For exercising warrants and rights received upon the Securities, upon
timely receipt of Written or Oral Instructions authorizing the exercise of such
warrants and rights and stating the consideration to be paid.

     (e)  For repaying, in whole or in part, any loan of a Fund, or returning
cash collateral for Securities loaned by a Fund, upon receipt of Written or Oral
Instructions directing payment and stating the Securities, if any, to be
received against payment.

     (f)  For paying over to a duly-designated dividend disbursing agent such
amounts as may be stated in Written or Oral Instructions as the Fund deems
appropriate to include in dividends or distributions declared on the Shares.

     (g)  For paying or reimbursing the Fund for other corporate expenditures,
upon receipt of Written or Oral Instructions stating that such expenditures are
or were authorized by resolution of the Board and specifying the amount of
payment, the purposes for which such payment is to be made, and the person or
persons to whom payment is to be made.

     (h)  For transferring funds to any Sub-Custodian, upon receipt of Written
or Oral Instructions and upon agreement by the Custodian.

     (i)  To advance or pay out accrued interest on bonds purchased, dividends
on stocks sold and similar items.

     (j)  To pay proper compensation and expenses of the Custodian.

     (k)  To pay, or provide the Fund with money to pay, taxes, upon receipt of
appropriate Written or Oral Instructions.

     (l)  To transfer funds to a separate checking account maintained by the
Trust on behalf of a Fund.

     (m)  To pay interest, management or supervisory fees, administration,
dividend and transfer agency fees and costs, compensation of personnel and
operating expenses, including but not limited to fees for legal, accounting and
auditing services.

     Before making any payments or disbursements, however, the Custodian shall
receive, and may conclusively rely upon, Written or Oral Instructions requesting
such payment or disbursement and stating that it is for one or more or the
purposes enumerated above. Notwithstanding the foregoing, the Custodian may
disburse cash for other corporate purposes;

                                      -8-
<PAGE>

provided, however, that such disbursement maybe made only upon receipt of
Written or Oral Instructions stating that such disbursement was authorized by
resolution of the Board.

     SECTION 9.  DELIVERY OF SECURITIES

     The Custodian is hereby authorized and directed to deliver Securities of
the Funds from time to time as follows:

     (a)  For completing sales of Securities sold by a Fund, upon receipt of (i)
Written or Oral Instructions specifying the Securities sold, the amount to be
received and the broker, investment banker or other party to or upon whose order
the Securities are to be delivered and (ii) the net proceeds of sale; provided,
however, that the Custodian may accept payment in connection with the sale of
Book-Entry Securities and Securities on deposit with a Securities Depository by
means of a credit in the appropriate amount to the account described in Section
6(b) or (c) above.

     (b)  For exchanging Securities for other Securities (and cash, if
applicable), upon timely receipt of (i) Written or Oral Instructions stating the
Securities to be exchanged, cash to be received and the manner in which the
exchange is to be made and (ii) the other Securities (and cash, if applicable)
as specified in the Written or Oral Instructions.

     (c)  For exchanging or converting Securities pursuant to their terms or
pursuant to any plan of conversion, consolidation, recapitalization,
reorganization, re-adjustment or otherwise, upon timely receipt of (i) Written
or Oral Instructions authorizing such exchange or conversion and stating the
manner in which such exchange or conversion is to be made and (ii) the
Securities, certificates of deposit, interim receipts, and/or cash to be
received as specified in the Written or Oral Instructions.

     (d)  For presenting for payment Securities that have matured or have been
called for redemption;

     (e)  For delivering Securities upon redemption of Shares in kind, upon
receipt of (i) Share Certificates in due form for transfer, or proper processing
of Shares for which no Share Certificates are outstanding and (ii) appropriate
Written or Oral Instructions.

     (f)  For depositing with the lender Securities to be held as collateral for
a loan to a Fund or depositing with a borrower Securities to be loaned by a
Fund, (i) upon receipt of Written or Oral Instructions directing delivery to the
lender or borrower and suitable collateral, if Securities are loaned or (ii)
pursuant to the terms of a separate securities lending agreement.

     (g)  For complying with a repurchase agreement, upon receipt of Written or
Oral Instructions stating (i) the securities to be delivered and the payment to
be received and (ii) payment.

                                      -9-
<PAGE>

     (h)  For depositing with a depository agent in connection with a tender or
other similar offer to purchase Securities of a Fund, upon receipt of Written or
Oral Instructions.

     (i)  For depositing Securities with the issuer thereof, or its agents, for
the purpose of transferring such Securities into the name of a Fund, the
Custodian or any nominee of either in accordance with Section 7.

     (j)  For other proper corporate purposes; provided, that the Custodian
shall receive Written or Oral Instructions requesting such delivery.

     (k)  Notwithstanding the foregoing, the Custodian may, without Written or
Oral Instructions, surrender and exchange Securities for other Securities in
connection with any reorganization, recapitalization, or similar transaction in
which the owner of the Securities is not given an option; provided, however,
that the Custodian has no responsibility to effect any such exchange unless it
has received actual notice of the event permitting or requiring such exchange.
To facilitate any such exchange, the Custodian is authorized to surrender
against payment maturing obligations and obligations called for redemption and
to effectuate the exchange in accordance with customary practices and procedures
established in the market for exchanges.

     SECTION 10. BORROWINGS

     The Fund will cause any person (including the Custodian) from which it
borrows money using Securities as collateral to deliver to the Custodian a
notice of undertaking in the form currently employed by the lender setting forth
the amount that the lender will loan to the Trust against delivery of a stated
amount of collateral. The Fund shall promptly deliver to the Custodian Written
or Oral Instructions for each loan, stating (i) the name of the lender, (ii) the
amount and terms of the loan, which terms may be specified by incorporating by
reference an attached promissory note or loan agreement duly endorsed by the
Trust on behalf of the Fund, (iii) the time and date, if known, on which the
loan will be consummated (the "borrowing date"), (iv) the date on which the loan
becomes due and payable, (v) the total amount payable to the Fund on the
borrowing date, (vi) the market value of Securities to be delivered as
collateral for such loan and (vii) the name of the issuer, the title and the
number of shares or principal amount of the Securities to be delivered as
collateral. The Custodian shall deliver on the borrowing date such specified
collateral and the executed promissory note, if any, and receive from the lender
the total amount of the loan proceeds; provided, however, that no delivery of
Securities shall occur if the amount of loan proceeds does not conform to the
amount set forth in the Written or Oral Instructions, or if such Instruction do
not contain the requirements of (vii) above. The Custodian may, at the option of
the lender, keep such collateral in its possession; provided such collateral is
subject to all rights given the lender by any promissory note or loan agreement
executed by the Trust on behalf of a Fund.

     The Custodian shall deliver, from time to time, any Securities required as
additional collateral for any transaction described in this Section, upon
receipt of Written or Oral Instructions.  The Fund shall cause all Securities
released from collateral status to be returned directly to the Custodian.

                                      -10-
<PAGE>

     SECTION 11. INDEBTEDNESS TO CUSTODIAN

     If, in its sole discretion, the Custodian advances funds to a Fund to pay
for the purchase of Securities, to cover an overdraft of the Fund's account with
the Custodian, or to pay any other indebtedness to the Custodian, the Fund's
indebtedness shall be deemed to be a loan by the Custodian to the Fund, payable
on demand and bearing interest at the rate then specified in the Overdraft and
Compensating Balances Procedures; provided, however, that the Custodian shall
give the Fund notice of any such advance that exceeds five percent of the value
of the Securities and cash held by the Custodian at the time of the advance. The
Fund hereby agrees that the Custodian shall have a continuing lien and security
interest, to the extent of any such overdraft or indebtedness, in any property
then held by the Custodian or its agents for the benefit of the Fund, or in
which the Fund may have an interest. The Fund authorizes the Custodian, in its
sole discretion at any time, to charge any such overdraft or indebtedness,
together with interest due thereon, against any balance then credited to the
Fund on the Custodian's books. Under no circumstances will one Fund be liable
for the indebtedness of another Fund.

     SECTION 12. COMPENSATING BALANCES

     The Custodian may compensate a Fund for any interest earned by the
Custodian on uninvested cash balances maintained in a Fund's account pursuant to
the  Overdraft and Compensating Balances Procedures. The Custodian shall
maintain records, or provide the Fund with such records, sufficient to identify
payments made pursuant to this section, and the uninvested cash balance and
interest earned on such balance that prompted the compensating balances payment.

     SECTION 13. SECURITIES LOANS

     The Custodian may from time to time lend securities of  a Fund in
accordance with and pursuant to a separate securities lending agreement.

     SECTION 14. OPTIONS, FUTURES CONTRACTS AND SEGREGATED ACCOUNTS

     The Custodian's responsibilities regarding option contracts will be
governed by the following sub-paragraphs:

     (a)  Options.
          -------

      (i) Upon receipt of Written or Oral Instructions relating to the purchase
of an option or sale of a covered call option, the Custodian shall: (A) receive
and retain confirmations or other documents, if any, evidencing the purchase or
writing of the option; (B) if the transaction involves the sale of a covered
call option, deposit and maintain in a segregated account the Securities (either
physically or by book-entry in a Securities Depository) subject to the covered
call option written on behalf of the Funds; and (C) pay, release and/or transfer
such securities, cash or other assets in accordance with any notices or other
communications evidencing the

                                      -11-
<PAGE>

expiration, termination or exercise of such options which are furnished to the
Custodian by the Options Clearing Corporation (the "OCC"), the Securities or
Options Exchanges on which such options were traded, or such other organization
as may be responsible for handling such option transactions.

      (ii) Upon receipt of instructions relating to the sale of a naked option
(including stock index and commodity options), the Custodian, the Fund and the
broker-dealer shall enter into an agreement to comply with the rules of the OCC
or of any registered national securities exchange or similar organizations(s).
Pursuant to that agreement and any Written or Oral Instructions, the Custodian
shall: (A) receive and retain confirmations or other documents, if any,
evidencing the writing of the option; (B) deposit and maintain in a segregated
account Securities (either physically or by book-entry in a Securities
Depository cash and/or other assets; and (C) pay, release and/or transfer such
Securities, cash or other assets in accordance with any such agreement and with
any notices or other communications evidencing the expiration, termination or
exercise of such option which are furnished to the Custodian by the OCC, the
Securities or Options Exchanges on which such options were traded, or such other
organization as may be responsible for handling such option transactions. The
Custodian shall not be responsible for determining the quality and quantity of
assets held in any segregated account established in compliance with applicable
margin maintenance requirements and the performance of other terms of any option
contract.

     (b)   Futures Contracts. Upon receipt of Written or Oral Instructions, the
           -----------------
custodian shall enter into a futures margin procedural agreement among the Fund,
the Custodian and the designated futures commission merchant (a "Procedural
Agreement"). Under the Procedural Agreement the Custodian shall: (A) receive and
retain confirmations, if any, evidencing the purchase or sale of a futures
contract or an option on a futures contract by a Series; (B) deposit and
maintain in a segregated account cash, Securities and/or other assets designated
as initial, maintenance or variation "margin" deposits intended to secure the
Funds' performance of its obligations under any futures contracts purchased or
sold, or any options on futures contracts written by the Funds, in accordance
with the provisions of any Procedural Agreement designed to comply with the
provisions of the Commodity Futures Trading Commission and/or any commodity
exchange or contract market (such as the Chicago Board of Trade), or any similar
organization(s), regarding such margin deposits; and (C) release assets from
and/or transfer assets into such margin accounts only in accordance with any
such Procedural Agreements. The Custodian shall not be responsible for
determining the type and amount of assets held in the segregated account or paid
to the broker-dealer in compliance with applicable margin maintenance
requirements and the performance of any futures contract or option on a futures
contract in accordance with its terms.

     (c)   Segregated Accounts. Upon receipt of Written or Oral Instructions,
           -------------------
the Custodian shall establish and maintain on its books a segregated account or
accounts for and on behalf of the Funds, into which account or accounts may be
transferred assets of each Fund, including Securities maintained by the
Custodian in a Securities Depository, said account or accounts to be maintained
(i) for the purpose of compliance by the Fund with the procedures required by
SEC 1940 Act Release Number 10666 or any subsequent release or releases relating
to the

                                      -12-
<PAGE>

maintenance of segregated accounts by registered investment companies or (ii)
for such other purposes as may be set forth, from time to time in Written or
Oral Instructions. The Custodian shall not be responsible for the determination
of the type or amount of assets to be held in any segregated account referred to
in this paragraph.

     SECTION 15. EXERCISE OF POWERS WITH RESPECT TO SECURITIES

     The Custodian assumes no duty, obligation or responsibility whatsoever to
exercise any voting or consent powers with respect to the Securities held by it
from time to time hereunder.  The Fund or such persons as it may designate shall
have the right to vote, consent or otherwise act with respect to Securities.
The Custodian will exercise its best efforts (as defined in Section 16) to
furnish to the Fund in a timely manner all proxies or other appropriate
authorizations with respect to Securities registered in the name of the
Custodian or its nominee, so that the Fund or its designee may vote, consent or
otherwise act.

     SECTION 16. COMPENSATION

     (a)  Each Fund agrees to pay to the Custodian compensation for its services
as set forth in Appendix B hereto, or as shall be set forth in written
amendments to Appendix B approved by the Fund and the Custodian from time to
time.

     (b)  The Fund shall pay all fees and expenses of any Sub-Custodian approved
by the Fund.

     SECTION 17. CORPORATE ACTIVITY

     The Custodian will exercise its best efforts to forward to the Fund in a
timely manner all notices of shareholder meetings, proxy statements, annual
reports, conversion notices, call notices, or other notices or written materials
of any kind (excluding share certificates and dividend, principal and interest
payments) sent to the Custodian as registered owner of Securities. Best efforts
as used in this Agreement shall mean the efforts reasonably believed in good
faith by the Custodian to be adequate in the circumstances.

     Upon receipt of warrants or rights issued in connection with the assets of
a Fund, the Custodian shall enter into its ledgers appropriate notations
indicating such receipt and shall notify the Fund of such receipt. However, the
Custodian shall have no obligation to take any other action with respect to such
warrants or rights, except as directed in Written or Oral Instructions.

     Custodian shall take all reasonable actions, as agreed to by the Trust and
the Custodian, to assist the Trust in obtaining from year to year favorable
opinions from the Trust's independent auditors with respect to the Custodian's
activities hereunder.

                                      -13-
<PAGE>

     SECTION 18. RECORDS

     The Custodian acknowledges and agrees that all books and records maintained
for the Trust or a Fund in any capacity under this Agreement are the property of
the Trust and may be inspected by the Trust or any authorized regulatory agency
at any reasonable time. Upon request all such books and records will be
surrendered promptly to the Trust. The Custodian agrees to make available upon
request and to preserve for the periods prescribed in Rule 31a-2 of the 1940 Act
any records related to services provided under this Agreement and required to be
maintained by Rule 31a-1 under the 1940 Act.

     SECTION 19. LIABILITY

     The Custodian assumes only the usual duties and obligations normally
performed by custodians of open-end investment companies. The Custodian
specifically assumes no responsibility for the management, investment or
reinvestment of the Securities from time to time owned by the Funds, whether or
not on deposit hereunder. The Custodian assumes no duty, obligation or
responsibility whatsoever with respect to Securities not deposited with the
Custodian.

     The Custodian may rely upon the advice of counsel, who may be counsel for
the Trust or for the Custodian, and upon statements of accountants, brokers or
other persons believed by the Custodian in good faith to be expert in the
matters upon which they are consulted. The Custodian shall not be liable for any
action taken in good faith reliance upon such advice or statements. The
Custodian shall not be liable for action taken in good faith in accordance with
any Written or Oral Instructions, request or advice of the Trust or its
officers, or information furnished by the Trust or its officers. The Custodian
shall not be liable for any non-negligent action taken in good faith and
reasonably believed by it to be within the powers conferred upon it by this
Agreement.

     No liability of any kind, other than to the Trust or affected Fund, shall
attach to the Custodian by reason of its custody of the Securities and cash held
by the Custodian hereunder or otherwise as a result of its custodianship. In the
event that any claim shall be made against the Custodian, it shall have the
right to pay the claim and reimburse itself from the assets of the Fund;
provided, however, that no such reimbursement shall occur unless the Fund is
notified of the claim and is afforded an opportunity to contest or defend the
claim, if it so elects. A Fund agrees to indemnify and hold the Custodian
harmless for any loss, claim, damage or expense arising out of the custodian
relationship under this Agreement; provided such loss, claim, damage or expense
is not the direct result of the Custodian's negligence or willful misconduct.

     SECTION 20. TAXES

     The Custodian shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed upon the Securities held by
it hereunder, or upon the income

                                      -14-
<PAGE>

therefrom. Upon Written or Oral Instruction, the Custodian may pay any such tax,
assessment or charge and reimburse itself out of the monies of the Fund or the
Securities held hereunder.

     SECTION 21. FOREIGN SECURITIES

     The Custodian shall be authorized to provide services as an eligible
foreign custodian and act as a foreign custody manager, as those terms are
defined in Rule 17f-5 under the 1940 Act, as amended. The Custodian shall not be
responsible for acting as a foreign custody manager unless and until the
Custodian accepts such delegation of responsibility pursuant to a separate
Delegation Agreement, approved by the Board of Trustees, that describes the
Custodian's duties as a foreign custody manager and identifies the Funds for
which the Custodian will so act.

     SECTION 22. SUB-CUSTODIANS

     (a)  The Custodian may from time to time request appointment of one or more
Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use
of a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or
Foreign Sub-Custodians of Securities and cash owned by the Trust from time to
time.

     (b)  The Custodian shall have no liability to the Trust by reason of any
act or omission of any Sub-Custodian approved by the Trust, and the Trust shall
indemnify the Custodian and hold it harmless from and against any and all
actions, suits, claims, losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising directly or indirectly out of or in connection
with the performance of any Sub-Custodian approved by the Trust. The Custodian
assigns to the Trust any and all claims for any losses, costs, expenses, or
damages that may be incurred by the Trust by reason of the negligence, gross
negligence or misconduct of any Sub-Custodian approved by the Trust, or by
reason of the failure of a Sub-Custodian approved by the Trust to perform in
accordance with any applicable agreement, including instructions of the
Custodian. The Custodian shall be under no obligation to prosecute or to defend
any action, suit or claim arising out of, or in connection with, the performance
of any Sub-Custodian approved by the Trust, if, in the opinion of the
Custodian's counsel, such action will involve expense or liability to the
Custodian. The Trust shall, upon request, furnish the Custodian with
satisfactory indemnity against such expense or liability, and upon request of
the Custodian, the Trust shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity.

     With respect to each Sub-Custodian not approved by the Trust, the Custodian
shall be liable to the Trust for any loss which shall occur as a result of the
failure of the Sub-Custodian to exercise reasonable care with respect to the
safekeeping of assets to the same extent that the Custodian would be liable to
the Trust if the Custodian were holding such assets in its own premises. The
Custodian shall be liable to the Trust under this paragraph only to the extent
of the Trust's direct damages, to be determined based on the market value of the
assets which are subject to loss and without reference to any special conditions
or circumstances.

     SECTION 22. EFFECTIVENESS, DURATION AND TERMINATION

                                      -15-
<PAGE>

     (a)  This Agreement may be executed in more than one counterpart, each of
which shall be deemed to be an original, and shall become effective on the date
hereof. This Agreement shall remain in effect for a period of one year from the
date of its effectiveness and shall continue in effect for successive twelve-
month periods; provided that such continuance is specifically approved at least
annually by the Board and by a majority of the Trustees who are not parties to
this Agreement or interested persons of any such party.

     (b)  This Agreement may be terminated by either party upon notice to the
other. The termination shall become effective at the time specified in the
notice but no earlier than sixty (60) days after the date of the notice. Upon
notice of termination, the Trust shall use its best efforts to obtain a
successor custodian. If a successor custodian is not appointed within ninety
(90) days after the date of the notice of termination, the Board shall, by
resolution, designate the Trust as its own custodian. Each successor custodian
shall be a person qualified to serve under the 1940 Act. Promptly following
receipt of written notice from the Trust of the appointment of a successor
custodian and receipt of Written or Oral Instructions, the Custodian shall
deliver all Securities and cash it then holds directly to the successor
custodian and shall, upon request of the Trust and the successor custodian and
upon payment of the Custodian's reasonable charges and disbursements, (i)
execute and deliver to the successor custodian an instrument approved by the
successor custodian's counsel transferring to the successor custodian all the
rights, duties and obligations of the Custodian, (ii) transfer to the successor
custodian the originals or copies of all books and records maintained by the
Custodian hereunder and (iii) cooperate with, and provide reasonable assistance
to, the successor custodian in the establishment of the books and records
necessary to carry out the successor custodian's responsibilities hereunder.
Upon delivery of the Securities and other assets of the Trust and compliance
with the other requirements of this Section 21, the Custodian shall have no
further duty or liability hereunder. Every successor custodian appointed
hereunder shall execute and deliver an appropriate written acceptance of its
appointment and shall thereupon become vested with the rights, duties and
obligations of the predecessor custodian.

     SECTION 23. REQUIRED PERFORMANCE ON FUND BUSINESS DAYS

     Nothing contained in this Agreement is intended to or shall require the
Custodian, in any capacity hereunder, to perform any functions or duties on any
day other than a Fund Business Day. Functions or duties normally scheduled to be
performed on any day which is not a Fund Business Day shall be performed on, and
as of, the next Fund Business Day unless otherwise required by law.

     SECTION 24. MISCELLANEOUS

     (a)  This Agreement shall extend to and bind the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Trust without the written consent of the Custodian, or
by the Custodian without the written consent of the Trust. Notwithstanding the
foregoing, either party may assign this Agreement without the consent of the
other party so long as the assignee is an affiliate, parent or subsidiary

                                      -16-
<PAGE>

of the assigning party and the assignee of the Custodian is qualified to serve
as custodian under the 1940 Act.

     (b)  This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota.

     (c)  The captions inserted herein are for convenience of reference and
shall not affect, in any way, the meaning or interpretation of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.


                                        WELLS FARGO VARIABLE TRUST


                                        By:  /s/ Richard H. Blank, Jr.
                                             --------------------------
                                             Richard H. Blank, Jr.
                                             Assistant Secretary


                                        NORWEST BANK MINNESOTA, N.A.


                                        By:  /s/ Carol L. Warner
                                             --------------------------
                                             Carol L. Warner
                                             Senior Vice President

                                      -17-
<PAGE>

                               CUSTODY AGREEMENT

                          Wells Fargo Variable Trust
                                  Appendix A


For its custodial services, the Custodian shall receive a fee, with respect to
each Fund, except the International Equity Fund, listed below, of 0.02% of the
average daily net assets of each such Fund. The custodial fee for the
International Equity Fund is 0.25%, on an annualized basis.


         Funds of Wells Fargo Variable Trust Covered by This Agreement

1.   Corporate Bond Fund
2.   Equity Income Fund
3.   Equity Value Fund
4.   Growth Fund
5.   International Equity Fund
6.   Large Company Growth Fund
7.   Money Market Fund
8.   Small Cap Growth Fund

Approved by the Board of Trustees on March 26, 1999 and August 19, 1999.

<PAGE>

                                                              EXHIBIT 99.B(H)(1)

                           ADMINISTRATION AGREEMENT


                          Wells Fargo Variable Trust
                               111 Center Street
                          Little Rock, Arkansas 72201


     THIS AGREEMENT is made as of this 20th day of September, 1999, by and
between Wells Fargo Variable Trust, a Delaware business trust (the "Trust") and
Wells Fargo Bank, N.A., a national banking association ("Wells Fargo").

     WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

     WHEREAS, the Trust desires to retain Wells Fargo to render certain
administrative services to the Trust's investment portfolios listed on Appendix
A (individually, a "Fund" and collectively, the "Funds"), and Wells Fargo is
willing to render such services.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

     1.  Appointment.  The Trust hereby appoints Wells Fargo to act as
         -----------
Administrator of the Funds, and Wells Fargo hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 3, for the
compensation and on the terms herein provided.  Each new investment portfolio
established in the future by the Trust shall automatically become a "Fund" for
all purposes hereunder as if it were listed on Appendix A, absent written
notification to the contrary by either the Trust or Wells Fargo.

     2.  Delivery of Documents.  The Trust shall furnish to, or cause to be
         ---------------------
furnished to, Wells Fargo originals of, or copies of, all books, records, and
other documents and papers related in any way to the administration of the
Trust.

     3.  Duties as Administrator.  Wells Fargo shall, at its expense, provide
         -----------------------
the following administrative services in connection with the operations of the
Trust and the Funds:

         (a) receive and tabulate shareholder votes;

         (b) furnish statistical and research data;

         (c) coordinate (or assist in) the preparation and filing with the U.S.
             Securities and Exchange Commission ("SEC") of registration
             statements, notices, shareholder reports, and other material
             required to be filed under applicable laws;
<PAGE>

          (d) prepare and file with the states registration statements, notices,
reports, and other material required to be filed under applicable laws;

          (e) prepare and file Form 24F-2s and N-SARs;

          (f) review bills submitted to the Funds and, upon determining that a
bill is appropriate, allocating amounts to the appropriate Funds and Classes
thereof and instructing the Funds' custodian to pay such bills;

          (g) coordinate (or assist in) the preparation of reports and other
information materials regarding the Funds including proxies and other
shareholder communications, and review prospectuses;

          (h) prepare expense table information for annual updates;

          (i) provide legal and regulatory advice to the Funds in connection
with its other administrative functions, including assignment of matters to
outside legal counsel on behalf of the Trust and supervising the work of such
counsel;

          (j) provide office facilities and clerical support for the Funds;

          (k) develop and implement procedures for monitoring compliance with
regulatory requirements and compliance with the Funds' investment objectives,
policies and restrictions;

          (l) serve as liaison between the Funds and their independent
auditors;

          (m) prepare and file tax returns;

          (n) review payments of Fund expenses;

          (o) prepare expense budgeting and accruals;

          (p) provide communication, coordination, and supervision services with
regard to the Funds' transfer agent, custodian, fund accountant, any co-
administrators, and other service organizations that render recordkeeping or
shareholder communication services;

          (q) provide information to the Funds' distributor concerning fund
performance and administration;

          (r) assist the Trust in the development of additional investment
portfolios;

          (s) provide reports to the Funds' board of directors regarding
its activities;

                                       2
<PAGE>

          (t) assist in the preparation and assembly of meeting materials,
including comparable fee information, as required, for the Funds' board of
directors; and

          (u) provide any other administrative services reasonably necessary for
the operation of the Funds other than those services that are to be provided by
the Trust's transfer and dividend disbursing agent, custodian, and fund
accountant, provided that nothing in this Agreement shall be deemed to require
Wells Fargo to provide any services that may not be provided by it under
applicable banking laws and regulations.

          In performing all services under this Agreement, Wells Fargo shall:
(a) act in conformity with the Trust's Declaration of Trust (and By-Laws, if
any), the 1940 Act, and any other applicable laws as may be amended from time to
time, and with the Trust's registration statement under the Securities Act of
1933 and the 1940 Act, as may be amended from time to time; (b) consult and
coordinate with legal counsel to the Trust as necessary and appropriate; and (c)
advise and report to the Trust and its legal counsel, as necessary and
appropriate, with respect to any compliance or other matters that come to its
attention.

          In connection with its duties under this Paragraph, Wells Fargo may,
at its own expense, enter into sub-administration agreements with other service
providers, provided that each such service provider agrees with Wells Fargo to
comply with this Agreement and all relevant provisions of the 1940 Act, the
Investment Advisers Act of 1940, any other applicable laws as may be amended
from time to time, and all relevant rules thereunder.  Wells Fargo will provide
the Trust with a copy of each sub-administration agreement it executes relating
to the Trust.  Wells Fargo will be liable for acts or omissions of any such sub-
administrators under the standards of care described herein under Paragraph 5.

          4.  Compensation.  In consideration of the administration services to
              ------------
be rendered by Wells Fargo under this Agreement, the Trust shall pay Wells Fargo
a monthly fee, as shown on Appendix A, of the average daily value (as determined
on each business day at the time set forth in the Prospectus for determining net
asset value per share) of the Funds' net assets during the preceding month.  If
the fee payable to Wells Fargo pursuant to this Paragraph begins to accrue
before the end of any month or if this Agreement terminates before the end of
any month, the fee for the period from the effective date to the end of that
month or from the beginning of that month to the termination date, respectively,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs.  For purposes of
calculating each such monthly fee, the value of each Fund's net assets shall be
computed in the manner specified in that Fund's registration statement as then
on file with the SEC for the computation of the value of the Fund's net assets
in connection with the determination of the net asset value of Fund shares.  For
purposes of this Agreement, a "business day" is any day that the Trust is open
for trading.

          5.  Limitation of Liability; Indemnification.
              ----------------------------------------

              (a) Wells Fargo shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and

                                       3
<PAGE>

duties under this Agreement, except a loss resulting from Wells Fargo's willful
misfeasance, bad faith, or negligence in the performance of its obligations and
duties or that of its agents or sub-administrators, or by reason of its or their
reckless disregard thereof. Any person, even though also an officer, director,
employee or agent of Wells Fargo, shall be deemed, when rendering services to
the Trust or acting on any business of the Trust (other than services or
business in connection with Wells Fargo's duties as Administrator hereunder), to
be acting solely for the Trust and not as an officer, director, employee, or
agent or one under the control or discretion of Wells Fargo even though paid by
it.

          (b) The Trust, on behalf of each Fund, will indemnify Wells Fargo
against and hold it harmless from any and all losses, claims, damages,
liabilities, or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action, or suit relating to the particular
Fund and not resulting from willful misfeasance, bad faith, or negligence of
Wells Fargo or its agents or sub-administrators in the performance of their
obligations and duties, or by reason of its or their reckless disregard thereof.
Wells Fargo will not confess any claim or settle or make any compromise in any
instance in which the Trust will be asked to provide indemnification, except
with the Trust's prior written consent.  Any amounts payable by the Trust under
this Subparagraph shall be satisfied only against the assets of the Fund
involved in the claim, demand, action, or suit and not against the assets of any
other Fund.

          (c) Wells Fargo will indemnify the Trust against and hold it harmless
from any and all losses, claims, damages, liabilities, or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action,
or suit against the Trust or any Fund that resulted from a failure of Wells
Fargo or its agents to act in accordance with the standard of care set forth in
Subparagraph (a) above; provided that such loss, claim, damage, liability or
expense did not result primarily from willful misfeasance, bad faith, or
negligence of the Trust or its agents (other than Wells Fargo or agents of Wells
Fargo) in the performance of their obligations and duties, or by reason of its
or their reckless disregard thereof.  The Trust will not confess any claim or
settle or make any compromise in any instance in which Wells Fargo will be asked
to provide indemnification, except with Wells Fargo's prior written consent.

          6.  Allocation of Expenses.  Wells Fargo assumes and shall pay for
              ----------------------
maintaining the staff and personnel necessary to perform its obligations under
this Agreement and shall, at its own expense, provide its own office space,
facilities and equipment.  In addition to the fees described in Section 4 of
this Agreement, the Trust (or its other service providers, as may be provided
pursuant to their respective agreements and contracts with the Trust) shall pay
all of its expenses which are not expressly assumed by Wells Fargo hereunder.
The expenses of legal counsel and accounting experts retained by Wells Fargo,
after consulting with the Trust's legal counsel and independent auditors, as may
be reasonably necessary or appropriate for the performance by Wells Fargo of its
duties under this Agreement shall be deemed to be expenses of, and shall be paid
for by, the Trust.

          7.  Amendments.  This Agreement may be amended at any time by mutual
              ----------
agreement in writing of the Trust and Wells Fargo, provided that the Board of
Trustees of the Trust,

                                       4
<PAGE>

including a majority of the trustees who are not interested persons of the Trust
or any party to this Agreement, as defined by the 1940 Act, approves any such
amendment in advance.

          8.  Administrator's Other Businesses.  Except to the extent necessary
              --------------------------------
to perform Wells Fargo's obligations under this Agreement, nothing herein shall
be deemed to limit or restrict the right of Wells Fargo, or any affiliate or
employee of Wells Fargo, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.

          9.  Duration.  This Agreement shall become effective on its execution
              --------
date and shall remain in full force and effect for one year or until terminated
pursuant to the provisions in Paragraph 10, and it may be reapproved at least
annually by the Board of Trustees, including a majority of the directors who are
not interested persons of the Trust or any party to this Agreement, as defined
by the 1940 Act.

          10. Termination of Agreement. This Agreement may be terminated at any
              ------------------------
time, without the payment of any penalty, by a vote of a majority of the members
of the Trust's Board of Trustees, on 60 days' written notice to Wells Fargo; or
by Wells Fargo on 60 days' written notice to the Trust.

          11. Expense Waivers.  If in any fiscal year the total expenses of a
              ---------------
Fund incurred by, or allocated to, the Fund, excluding taxes, interest,
brokerage commissions and other portfolio transaction expenses, other
expenditures that are capitalized in accordance with generally accepted
accounting principles, extraordinary expenses and amounts accrued or paid under
a Rule 12b-1 Plan of the Fund and including only the fees provided for in
Paragraph 4 and those provided for pursuant to the Fund's advisory agreement
("includible expenses"), exceed the applicable voluntary expense waivers, if
any, set forth in the Prospectus, Wells Fargo shall waive or reimburse that
portion of the excess derived by multiplying the excess by a fraction, the
numerator of which shall be the percentage at which the fee payable pursuant to
this Agreement is calculated under Paragraph 4, and the denominator of which
shall be the sum of such percentage plus the percentage at which the fee payable
pursuant to the Fund's advisory agreement is calculated (the "Applicable
Ratio"), but only to the extent of the fee hereunder for the fiscal year.  If
the fees payable under this Agreement and/or the Fund's advisory agreement
contributing to such excess portion are calculated at more than one percentage
rate, the Applicable Ratio shall be calculated separately for and applied
separately to the portions of excess attributable to, the period to which a
particular percentage rate applied.  At the end of each month of the Trust's
fiscal year, the Trust shall review the includible expenses accrued during that
fiscal year to the end of that period and shall estimate the includible expenses
for the balance of that fiscal year.  If as a result of that review and
estimation it appears likely that the includible expenses will exceed the
limitations referred to in this Paragraph for a fiscal year with respect to the
Fund, the monthly fee set forth in Paragraph 4 payable to Wells Fargo for such
month shall be reduced, subject to a later adjustment, by an amount equal to the
Applicable Ratio times the estimated excess pro rated over the remaining months
of the fiscal year (including the month just

                                       5
<PAGE>

ended). For purposes of computing the excess, if any, the value of the Fund's
net assets shall be computed in the manner specified in Paragraph 4, and any
reimbursements required to be made by Wells Fargo shall be made once a year
promptly after the end of the Trust's fiscal year.

          12.  Trust not bound to violate its Articles.  Nothing in this
               ---------------------------------------
Agreement shall require the Trust to take any action contrary to any provision
of its Declaration of Trust or to any applicable statute or regulation.

          13.  Miscellaneous.
               -------------

               (a)  Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or Wells Fargo shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.

               To the Trust:

               Wells Fargo Variable Trust
               111 Center Street
               Little Rock, Arkansas  72201
               Attention:  Richard H. Blank, Jr.


               To Wells Fargo:

               Wells Fargo Bank, N.A.
               525 Market Street, 12th Floor
               San Francisco, California  94105
               Attention:  Michael J. Hogan

                    (b)  This Agreement shall extend to and be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be subject to assignment (as that term is defined
under the 1940 Act) without the written consent of the other party.

                    (c)  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

                    (d)  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and which
collectively shall be deemed to constitute only one agreement.

                    (e)  The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

                                       6
<PAGE>

          (f)  If any provision of this Agreement is declared to be ;prohibited
or unenforceable, the remaining provisions of this Agreement shall continue to
be valid and fully enforceable.


          In witness whereof, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.


                                        WELLS FARGO VARIABLE TRUST


                                        By: /s/ Richard H. Blank, Jr.
                                           --------------------------------
                                               Richard H. Blank, Jr.
                                               Assistant Secretary


                                        WELLS FARGO BANK, N.A.


                                        By: /s/ Michael J. Hogan
                                            --------------------------------
                                               Michael J. Hogan
                                               Executive Vice President


                                        By: /s/ Elizabeth A. Gottfried
                                            --------------------------------
                                               Elizabeth A. Gottfried
                                               Vice President


                                       7
<PAGE>

                                  Appendix A

         Funds of Wells Fargo Variable Trust Covered by This Agreement


Fee of 0.15% of average daily
- -----------------------------
net assets on an annual basis:
- -----------------------------

- -----------------------------------------------------------------------------
1.    Asset Allocation Fund
- -----------------------------------------------------------------------------
2.    Corporate Bond Fund
- -----------------------------------------------------------------------------

3.    Equity Income Fund
- -----------------------------------------------------------------------------
4.    Equity Value Fund
- -----------------------------------------------------------------------------
5.    Growth Fund
- -----------------------------------------------------------------------------
6.    International Equity Fund
- -----------------------------------------------------------------------------
7.    Large Company Growth Fund
- -----------------------------------------------------------------------------
8.    Money Market Fund
- -----------------------------------------------------------------------------

9.    Small Cap Growth Fund
- -----------------------------------------------------------------------------


Approved by Board of Trustees:   March 26, 1999

                                      A-1

<PAGE>

                                                              Exhibit 99.B(H)(2)
                           WELLS FARGO VARIABLE TRUST

                           FUND ACCOUNTING AGREEMENT



     AGREEMENT made as of the 15th day of September, 1999, by and between Wells
Fargo Variable Trust, a business trust organized under the laws of the State of
Delaware, with its principal office and place of business at 111 Center Street,
Little Rock, Arkansas 72201 (the "Trust"), and Forum Accounting Services, LLC
("Forum") a Delaware limited liability company with its principal office and
place of business at Two Portland Square, Portland, Maine 04101.

     WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
may issue its shares of beneficial interest (the "Shares"), in separate series
and classes; and

     WHEREAS, the Trust offers shares in various series as listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust may offer shares of various classes of each Fund as
listed in Appendix A hereto (each such class together with all other classes
subsequently established by the Trust in a Fund being herein referred to as a
"Class," and collectively as the "Classes");

     WHEREAS, the Trust desires that Forum perform certain fund accounting
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;

     NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:

     SECTION 1.  APPOINTMENT

     The Trust hereby appoints Forum, and Forum hereby agrees, to act as fund
accountant of the Trust for the period and on the terms set forth in this
Agreement.  In connection therewith, the Trust has delivered to Forum copies of
(i) the Trust's Amended and Restated Declaration of Trust and, if applicable,
Bylaws (collectively, as amended from time to time, "Organic Documents"), (ii)
the Trust's Registration Statement and all amendments thereto filed with the
U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration
Statement"), (iii) the Trust's current Prospectus and Statement of Additional
Information of each Fund (collectively, as currently in effect and as amended or
supplemented, the "Prospectus") and (iv) all procedures adopted by the Trust
with respect to the Funds (e.g., repurchase agreement procedures), and shall
promptly furnish Forum with all amendments of or supplements to the foregoing.
The Trust shall deliver to Forum a certified copy of the resolution of the Board
of Trustees of the Trust (the "Board") appointing Forum and authorizing the
execution and delivery of this Agreement.
<PAGE>

     SECTION 2.  DUTIES OF FORUM

     (a) Forum and Wells Fargo Bank, N.A., the Trust's administrator
(collectively with its agents, the "Administrator"), may from time to time adopt
such procedures as they agree upon to implement the terms of this Section.  With
respect to each Fund, Forum shall perform the following services:

         (i)     calculate the net asset value per share ("NAV") with the
         frequency prescribed in each Fund's then-current Prospectus;

         (ii)    calculate each item of income, deduction, credit, gain and
         loss, if any, and process each Fund's stated expense ratio as required
         by the Trust and in conformance with generally accepted accounting
         practice ("GAAP"), the SEC's Regulation S-X (or any successor
         regulation) and the Internal Revenue Code of 1986, as amended (or any
         successor laws)(the "Code");

         (iii)   maintain each Fund's general ledger and record all income,
         gross expenses, capital share activity and security transactions of
         each Fund;

         (iv)    calculate the "SEC yield" and money market fund seven day
         yields for each Fund, and each Class thereof, as applicable;

         (v)     provide the Trust and such other persons as the Administrator
         may direct with the following reports (A) Key Numbers Summary, (B)
         trial balance, (C) current security position report by tax lot, (D)
         security position report by security identifier, (E) stale pricing and
         (F) cash position and projection report;

         (vi)     prepare and record once daily, as of the time when the net
         asset value of a Fund is calculated or at such other time as otherwise
         directed by the Trust, either (A) a valuation of the assets of the Fund
         (based upon the use of outside services normally used and contracted
         for this purpose by Forum in the case of securities for which
         information and market price or yield quotations are readily available
         and based upon evaluations conducted in accordance with the Trust's
         instructions in the case of all other assets) or (B) a calculation
         confirming that the market value of the Fund's assets does not deviate
         from the amortized cost value of those assets by more than a specified
         percentage;

         (vii)   make such adjustments over such periods as the Administrator
         deems necessary to reflect over-accruals or under-accruals of estimated
         expenses or income;

         (viii)  provide appropriate records to assist the Trust's independent
         accountants and, upon approval of the Trust or the Administrator, any
         regulatory body in any requested review of the Trust's books and
         records maintained by Forum;

         (ix)    provide information typically supplied in the investment
         company industry to the Fund's transfer agent and NASDAQ;

                                      -2-
<PAGE>

         (x)     transmit the NAVs and dividend factors of all Funds to the
         Administrator and to those persons designated by the Administrator in
         writing either by internet e-mail or facsimile transmission as
         designated by the Administrator;

         (xi)    provide the Trust or the Administrator with the data requested
         by the Trust or the Administrator that is required to update the
         Registration Statement;

         (xii)   provide the Trust or independent accountants the data requested
         with respect to the preparation of the Trust's income, excise and other
         tax returns;

         (xiii)  provide the Trust or Administrator with unadjusted Fund data
         directly from Forum's portfolio accounting system for any Fund business
         day and other data reasonably requested for the preparation of the
         Trust's semi-annual financial statements;

         (xiv)   process all distributions as directed in writing by the Trust
         or the Administrator;

         (xv)    transmit to and receive from each Fund's transfer agent
         appropriate data to reconcile daily Shares outstanding and other data
         with the transfer agent;

         (xvi)   reconcile cash daily and reconcile security identifier, units,
         maturities and rates at least monthly with each Fund's custodian;

         (xvii)  verify investment trade tickets when received from an
         investment adviser and maintain individual ledgers and historical tax
         lots for each security;

         (xviii) report to the Trust and the Administrator within 15 days after
         the end of each calendar month, Forum's compliance for the prior month
         with the written service level standards agreed upon from time to time
         by the Trust and Forum (the "Service Standards"). The initial Service
         Standards are attached as Appendix B hereto; and

         (xix)   perform such other recordkeeping, reporting and other tasks as
         may be specified from time to time by the Administrator in the
         procedures adopted by the Board pursuant to mutually acceptable
         compensation and implementation agreements.

     (b) Forum shall prepare and maintain on behalf of the Trust the following
books and records of each Fund, and each Class thereof, pursuant to Rule 31a-1
under the 1940 Act (the "Rule"):

         (i) Journals containing an itemized daily record in detail of all
         purchases and sales of securities, all receipts and disbursements of
         cash and all other debits and credits, as required by subsection (b)(1)
         of the Rule;

         (ii) General and auxiliary ledgers reflecting all asset, liability,
         reserve, capital, income and expense accounts, as required by
         subsection (b)(2) of the Rule (but not including the ledgers required
         by subsection (b)(2)(iv) of the Rule);

                                      -3-
<PAGE>

         (iii) A record of each brokerage order given by or on behalf of the
         Trust for, or in connection with, the purchase or sale of securities,
         whether executed or not, and all other portfolio purchases or sales, as
         required by subsections (b)(5) and (b)(6) of the Rule;

         (iv)  A record of all options, if any, in which the Trust has any
         direct or indirect interest or which the Trust has granted or
         guaranteed and a record of any contractual commitments to purchase,
         sell, receive or deliver any property, as required by subsection (b)(7)
         of the Rule;

         (v)   A monthly trial balance of all ledger accounts (except
         shareholder accounts) as required by subsection (b)(8) of the Rule; and

         (vi)  Other records required by the Rule or any successor rule or
         pursuant to interpretations thereof to be kept by open-end management
         investment companies, but limited to those provisions of the Rule
         applicable to portfolio transactions and as agreed upon between the
         parties hereto.

     (c) The books and records prepared and maintained pursuant to Section 2(b)
shall be prepared and maintained in such form, for such periods and in such
locations as may be required by the 1940 Act. The books and records pertaining
to the Trust that are in possession of Forum shall be the property of the Trust.
The Trust, the Administrator, or the Trust's or the Administrator's authorized
representatives, shall have access to such books and records at all times during
Forum's normal business hours. Upon the reasonable request of the Trust or the
Administrator, copies of any such books and records shall be provided promptly
by Forum to the Trust or the Trust's authorized representatives at the Trust's
expense. In the event the Trust designates a successor that shall assume any of
Forum's obligations hereunder, Forum shall, at the expense and direction of the
Trust, transfer to such successor all relevant books, records and other data
established or maintained by Forum under this Agreement.

     (d) Forum shall provide the Trust and, subject to agreement to be bound by
this subsection, the Administrator and any other service provider to the Trust
specified by the Trust, upon request, read only access to a fund accounting
database file containing books, records, and information maintained in
electronic format by Forum for the Trust pursuant to this Agreement. The
database, which will be updated as of the latest close of business, will be
placed in a directory on Forum's network so as to be retrievable by the Trust or
Administrator. The database will include, with respect to a Fund, trial balance
data, daily portfolios, portfolio history, and statistical data from the date
Forum first became or becomes the Fund's fund accountant, in a format structured
to ensure reasonable and efficient use. The Trust acknowledges that the
databases, computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals maintained by Forum on databases under the
control and ownership of Forum or a third party hired by Forum constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to Forum or the third party. The
Trust agrees to treat all Proprietary Information as proprietary to Forum and
further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided under this Agreement.

                                      -4-
<PAGE>

     (e) Forum shall implement the accounting practices and procedures approved
by the Board as soon as practical following receipt of written notice thereof,
subject to Section 2(a)(xix).

     (f) Forum shall obtain a report from a reputable certified public
accountant firm on the processing of fund accounting transactions by Forum in
accordance with Statement of Auditing Standards 70 (issued by the Auditing
Standards Board of the American Institute of Certified Public Accountants).
Forum shall obtain such a report as of a date no later than June 30, 2000 and
shall supply a copy of the report to the Trust and the Administrator by
September 30, 2000. Forum shall obtain annual updates to such report and shall
remedy any material weakness identified in the report within 90 days of the
issuance of the report.

     (g) Nothing contained herein shall be construed to require Forum to perform
any service that could cause Forum to be deemed an investment adviser for
purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or
that could cause a Fund to act in contravention of the Fund's Prospectus or any
provision of the 1940 Act. Except as otherwise specifically provided herein, the
Trust assumes all responsibility for ensuring that the Trust complies with all
applicable requirements of the Securities Act, the 1940 Act and any laws, rules
and regulations of governmental authorities with jurisdiction over the Trust.
All references to any law in this Agreement shall be deemed to include reference
to the applicable rules and regulations promulgated under authority of the law
and all official interpretations of such law or rules or regulations.

     SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION

     (a) Forum shall be under no duty to take any action except as specifically
set forth herein or as may be specifically agreed to by Forum in writing. Forum
shall use its best judgment and efforts in rendering the services described in
this Agreement. Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or negligence in the
performance or disregard of Forum's duties or obligations under this Agreement;
provided, however, that with respect to any activity outside of normal
processing Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or gross negligence
in the performance or disregard of Forum's duties or obligations under this
Agreement. An activity related to the processing of data shall be deemed to be
outside of normal processing if Forum is willing and able to accept the data
(from whatever source) electronically and, after Forum has given the Trust 90
days' notice of such ability, the data is not transmitted to Forum in an
electronic format that may be manipulated and that contains sufficient imbedded
detail to define each piece of data; provided, however, that such notice shall
not be required with respect to (i) portfolio investment purchases and sales and
rate changes, (ii) custody account activity and positions, (iii) capital
transactions, (iv) broker quotes and non-proprietary fund prices and factors.

     (b) The Trust agrees to indemnify and hold harmless Forum, its employees,
agents, directors, officers and managers and any person who controls Forum
within the meaning of section 15 of

                                      -5-
<PAGE>

the Securities Act or section 20 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), ("Forum Indemnitees"), against and from any and all
claims, demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, reasonable counsel fees and other expenses of every nature and
character arising out of or in any way related to Forum's actions taken or
failures to act with respect to a Fund that are consistent with the standard of
care set forth in Section 3(a) or based, if applicable, on good faith reliance
upon an item described in Section 3(d) (a "Forum Claim"). The Trust shall not be
required to indemnify any Forum Indemnitee if, prior to confessing any Forum
Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give
the Trust written notice of and reasonable opportunity to defend against the
Forum Claim in its own name or in the name of the Forum Indemnitee.

     (c) Forum agrees to indemnify and hold harmless the Trust, its employees,
agents, directors, officers and managers and any person who controls the Trust
within the meaning of section 15 of the Securities Act or section 20 of the 1934
Act ("Trust Indemnitees"), against and from any and all claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character arising
out of or in any way related to (i) Forum's actions taken or failures to act
with respect to a Fund that are not consistent with the standard of care set
forth in Section 3(a) or based, if applicable, on good faith reliance upon an
item described in Section 3(d), or (ii) any breach of Forum's representation set
forth in Section 13 (a "Trust Claim"). Forum shall not be required to indemnify
any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust
Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice
of and reasonable opportunity to defend against the Trust Claim in its own name
or in the name of the Trust Indemnitee.

     (d) A Forum Indemnitee shall not be liable for any action taken or failure
to act in good faith reliance upon:

         (i)     the advice of the Trust or of reputable counsel to the Trust,
         or the advice of in-house counsel of the Administrator or its
         affiliates;

         (ii)    any oral instruction which it receives and which it reasonably
         believes in good faith was transmitted by a person or persons
         authorized in a writing delivered to Forum by the Board or by the
         Administrator to give such oral instruction. Provided that Forum has
         such reasonable belief, Forum shall have no duty or obligation to make
         any inquiry or effort of certification of such oral instruction;

         (iii)   any written instruction or certified copy of any resolution of
         the Board, and Forum may rely upon the genuineness of any such document
         or copy thereof reasonably believed in good faith by Forum to have been
         validly executed; or

         (iv)    any signature, instruction, request, letter of transmittal,
         certificate, opinion of counsel, statement, instrument, report, notice,
         consent, order, or other document reasonably believed in good faith by
         Forum to be genuine and to have been signed or presented by the Trust
         or other proper party or parties;

                                      -6-
<PAGE>

and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.

     (e) Forum shall not be liable for the errors of other service providers to
the Trust or their systems, including the errors of pricing services (other than
to pursue all reasonable claims against the pricing service based on the pricing
services' standard contracts entered into by Forum) and errors in information
provided by an investment adviser (including prices and pricing formulas and the
untimely transmission of trade information), custodian or transfer agent to the
Trust.

     (f) Forum shall reimburse each applicable Fund for any net losses to the
Fund during each NAV Error Period resulting from an NAV Difference that is at
least $0.01 per Fund share but that, as a percentage of Recalculated NAV of such
Fund, is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf
and on behalf of each Fund shareholder for any losses experienced by the Fund or
any Fund shareholder, as applicable, during each NAV Error Period resulting from
an NAV Difference that is at least $0.01 per Fund share and that, as a
percentage of Recalculated NAV of such Fund, is at least 1/2 of 1%; provided,
however, that Forum shall not be responsible for reimbursing any Fund with
respect to any shareholder that experiences an aggregate loss during any NAV
Error Period of less than $10.

     (g) For purposes of this Agreement, (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or redemption should
have been effected ("Recalculated NAV") and the NAV at which the purchase or
redemption is effected, (ii) NAV Error Period shall mean any Fund business day
or series of two or more consecutive Fund business days during which an NAV
Difference of $0.01 per Fund share or more exists, (iii) NAV Differences and any
Forum liability therefrom are to be calculated each time a Fund's (or Class's)
NAV is calculated, (iv) in calculating any amount for which Forum would
otherwise be liable under this Agreement for a particular NAV error, Fund (or
Class) losses and gains shall be netted and (v) in calculating any amount for
which Forum would otherwise be liable under this Agreement for a particular NAV
error that continues for a period covering more than one NAV determination, Fund
(or Class) losses and gains for the period shall be netted.

     SECTION 4. COMPENSATION AND EXPENSES

     (a) In consideration of the services provided by Forum pursuant to this
Agreement, the Trust shall pay Forum, with respect to each Fund, the fees set
forth in Clause (i) of Appendix C hereto.

     All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in clause (i) of Appendix C hereto shall be
payable monthly on the first Fund business day of each calendar month for
services to be performed during that month. If fees payable for the services
listed in clause (i) begin to accrue in the middle of a month or if this
Agreement terminates before the end of any month, all fees for the period from
the date on which such accrual begins to the end of that month or from the
beginning of that month to the date of

                                      -7-
<PAGE>

termination, as the case may be, shall be prorated according to the proportion
that the period bears to the full month in which the commencement or termination
occurs. Upon the termination of this Agreement with respect to a Fund, the Trust
shall pay to Forum such compensation as shall be payable prior to the effective
date of termination.

     (b) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in clause (ii) of Appendix C hereto. Reimbursements shall be
payable as incurred. In addition, the Trust, on behalf of the applicable Fund,
shall reimburse Forum for all reasonably incurred expenses and employee time (at
150% of salary) attributable to any review of the Trust's accounts and records
by the Trust's independent accountants or any regulatory body outside of routine
and normal periodic reviews. Should the Trust exercise its right to terminate
this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse
Forum for all reasonably incurred out-of-pocket expenses and employee time (at
150% of salary) associated with the copying and movement of records and material
to any successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities.

     (c) Forum may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of counsel to the Trust or
counsel to Forum; provided, however, that Forum shall in all cases first
reasonably attempt to apply to and obtain the advice and opinion of in-house
counsel to the Administrator. In the event that Forum is unable to contact in-
house counsel to the Administrator, it shall nonetheless inform a Vice President
or more senior person at the Administrator of the matters for which it intends
to seek advice and opinion. The costs of any such advice or opinion shall be
borne by the Trust.

     SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT

     (a) This Agreement shall become effective with respect to each Fund or
Class on the later of September 17, 1999 or the date of the commencement of
operations of the Fund or Class. Upon effectiveness of this Agreement, it shall
supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as any such agreement may have been deemed to
relate to the Funds.

     (b) This Agreement shall continue in effect with respect to each Fund until
December 31, 2002 (the "Initial Term") and shall continue in effect thereafter
for successive one year periods unless earlier terminated in accordance with
this Section or until the Fund ceases operations.

     (c) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board or Forum at any time without notice if:

         (i) the other party breaches any material provision of this Agreement,
         the terminating party has provided written notice of such breach to the
         breaching party and the breaching party has not cured the breach within
         30 days of receipt of such notice; provided that such termination
         rights may not be exercised more than 30 days after the breaching party
         has

                                      -8-
<PAGE>

         cured the breach;

         (ii)  the other party becomes the subject of any federal or state
         bankruptcy proceeding that is not dismissed within 60 days after the
         initiation of such proceeding; provided that such termination shall not
         occur more than 60 days after the dismissal of such proceeding; or

         (iii) the other party (or in the case of Forum, the Administrator) is
         convicted of corporate criminal activity.

     (d) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board at any time with 180 days' notice prior
to the expiration of the Initial Term if Forum fails to meet or exceed its
Service Standard Percentage:

         (i)   in any four consecutive months; or

         (ii)  in any six months during any consecutive period of twelve months.

The Service Standard Percentage and whether Forum met or exceeded it shall be
calculated each month. Forum shall meet or exceed the Service Standard
Percentage for a given month if Forum meets or exceeds at least 3 (three) of the
5 (five) Service Standard criteria listed in Appendix B. For these purposes,
each of the Service Standard criteria shall be measured on an aggregate basis
for all Funds combined with all "Funds" that are included as "Funds" in a Fund
Accounting Agreement between Forum and Wells Fargo Funds Trust or between Forum
and Wells Fargo Core Trust, if any.

     The Trust may change this standard and require that Forum shall meet or
exceed the Service Standard Percentage for a given month if Forum meets or
exceeds at least 4 (four) of the 5 (five) Service Standard criteria listed in
Appendix B. Such change may only be made with respect to the month of April 2001
and all months thereafter and only upon 60 days' notice to Forum.
Notwithstanding anything to the contrary, Forum shall use its best efforts to
satisfy all Service Standard criteria and score at least 99.8 each month on each
Service Standard criteria.

     Nothing in this subsection (d) shall in any way diminish the Trust's right
to terminate this Agreement in the event of a breach of a material provision of
this Agreement by Forum pursuant to Section 5(c).

     (e) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board at any time after the date that is 180
days prior to the expiration of the Initial Term on 180 days' written notice to
Forum.

     (f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum
at any time on 180 days' written notice to the Trust.

     (g) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board at any time if Wells Fargo & Company
directly or indirectly acquires, is acquired by, merges, consolidates or
otherwise reorganizes with (a "Reorganization")

                                      -9-
<PAGE>

any company and immediately thereafter (i) Wells Fargo & Company or its
successor controls or is under common control with any company that provides in
the normal course of business the services listed in Section 2, whether
generally to the mutual fund industry or only to mutual funds advised or
sponsored by its affiliates or (ii) Wells Fargo & Company or an affiliate of it
advises a family of mutual funds for which the services listed in Section 2 are
performed by a company not affiliated with Wells Fargo & Company. Such
termination may be made at any time after the occurrence of the event described
in the preceding sentence by the Board on 90 days' written notice to Forum. In
the event that the Trust elects to terminate this Agreement pursuant to clause
(i) of this subsection with respect to a Fund, the Trust shall pay Forum twelve
(the "multiplier") times the greater of (x) the monthly average fees due to
Forum under this Agreement during the last three whole months prior to the
Reorganization and (y) the monthly average fees paid to Forum during the last
three whole months prior to delivery of the notice of termination ("Termination
Fee"). The multiplier will be reduced one-twelfth for each three full calendar
month period after December 31, 1999 that expires prior to the Reorganization;
provided, however, that the multiplier shall be at least four. If notice of
termination under this subsection is given on or before March 31, 2000 with
respect to a Fund the Termination Fee shall be $6,400,000 divided by the sum of
the number of Funds plus the number of "Funds" as that term is defined in the
Fund Accounting Agreement for Wells Fargo Funds Trust and Wells Fargo Core
Trust. In the event that the Trust elects to terminate this Agreement pursuant
to clause (ii) of this subsection with respect to a Fund, the Trust shall pay
Forum one and one-half times the Termination Fee as calculated above.

     (h) Any termination in accordance with Sections 5(c) through 5(g) shall be
without penalty.

     (i) The provisions of Sections 2(c), 3, 4, 5(i), 5(j), 7, 8, 9(b), 12, 13
and 14 shall survive any termination of this Agreement.

     (j) This Agreement and the rights and duties under this Agreement may not
be assigned by either Forum or the Trust except by the specific written consent
of the other party. Notwithstanding anything in this Agreement to the contrary,
the transfer of ownership of all or part the equity interests in Forum to
Forum's management staff or the heirs of John Keffer shall not be deemed to be
an assignment. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.

               SECTION 6. ADDITIONAL FUNDS AND CLASSES

               In the event that the Trust establishes one or more series of
Shares or one or more classes of Shares after the effectiveness of this
Agreement, such series of Shares or classes of Shares, as the case may be, shall
become Funds and Classes under this Agreement if the Trust and Forum shall so
agree.

                                      -10-
<PAGE>

     SECTION 7. CONFIDENTIALITY

     Forum agrees to treat all records and other information related to the
Trust as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that Forum may

     (a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;

     (b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and

     (c) release such other information as approved in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
Forum is advised by reputable counsel that it may be exposed to civil or
criminal contempt proceedings for failure to release the information (provided,
however, that Forum shall seek the approval of the Trust as promptly as possible
so as to enable the Trust to pursue such legal or other action as it may desire
to prevent the release of such information) or when so requested by the Trust.

     SECTION 8. FORCE MAJEURE

         D.  Forum shall not be responsible or liable for any failure or delay
in performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply; provided, however, that Forum
shall be responsible or liable for any failure or delay in performance of its
obligations under this Agreement due to the failure of Forum to have a
reasonable business continuity plan.

     SECTION 9. ACTIVITIES OF FORUM

     (a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.

     (b) Forum may subcontract any or all of its functions or responsibilities
pursuant to this Agreement to one or more affiliated persons who agree to comply
with the terms of this Agreement; provided, that any such subcontracting shall
not relieve Forum of its responsibilities hereunder. Forum shall be responsible
for the acts and omissions of any such person to the same extent as if Forum had
done such acts or made such omissions itself. Forum may pay those

                                      -11-
<PAGE>

persons for their services, but no such payment will increase Forum's
compensation or reimbursement of expenses from the Trust.

     SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS

     Forum shall cooperate, if applicable, with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.

     SECTION 11. SERVICE DAYS

     Nothing contained in this Agreement is intended to or shall require Forum,
in any capacity under this Agreement, to perform any functions or duties on any
day other than a business day of the Trust or of a Fund. Functions or duties
normally scheduled to be performed on any day which is not a business day of the
Trust or of a Fund shall be performed on, and as of, the next business day,
unless otherwise required by law.

     SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

     The trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the trustees of the Trust or the shareholders of the Funds.

     SECTION 13. YEAR 2000

     Forum confirms that it has taken all reasonable business steps to ensure
that any system or software used in the operation of its business that is an any
way related to the services provided herein: (i) manages and manipulates data
involving all dates from the 20th and 21st centuries without functional or data
abnormality related to such dates; (ii) has user interfaces and data fields
formatted to distinguish between dates from the 20th and 21st centuries; and
(iii) represents all data to include indications of the millennium, century, and
decade, as well as the actual year.

     SECTION 14. MISCELLANEOUS

     (a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement; provided, however,
that any damages suffered by the Trust by virtue of the loss by any Fund of its
status as a registered investment company under the 1940 Act shall in no
circumstances be treated as consequential damages for purposes of this
Agreement; provided, further, that the foregoing proviso shall not create any
implication that, in the absence of such proviso, consequential damages would
include any damages of the type or nature referred to therein.

                                      -12-
<PAGE>

     (b) Except for Appendix A to add new Funds and Classes in accordance with
Section 6, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.

     (c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.

     (d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.

     (e) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.

     (f) If any part, term or provision of this Agreement is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.

     (g) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.

     (h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.

     (i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.

     (j) No affiliated person, employee, agent, director, officer or manager of
Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.

     (k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.

     (l) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the 1940 Act.

                                      -13-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.


                              WELLS FARGO VARIABLE TRUST


                              By:___________________________________
                                    Richard H. Blank, Jr.
                                    Assistant Secretary


                              FORUM ACCOUNTING SERVICES, LLC


                              By:____________________________________
                                    Stacey E. Hong
                                    Director

                                      -14-
<PAGE>

                          WELLS FARGO VARIABLE TRUST
                           FUND ACCOUNTING AGREEMENT

                                  Appendix A

(a)  Funds of the Trust
                           as of September 17, 1999


Funds                                         Classes
- -----                                         -------

Corporate Bond Fund                           Single Class
Equity Income Fund                            Single Class
Large Company Growth Fund                     Single Class
Small Cap Fund                                Single Class

Effective as of:  3/1/00

Asset Allocation Fund                         Single Class
Equity Value Fund                             Single Class
Growth Fund                                   Single Class
Money Market Fund                             Single Class

Effective as of:  4/1/00

International Equity Fund                     Single Class

(i)

                                     -A1-
<PAGE>

                          WELLS FARGO VARIABLE TRUST
                           FUND ACCOUNTING AGREEMENT

                                  Appendix B
                               Service Standards
                           as of September 17, 1999


(i)  Criteria 1:  NAV Accuracy - Reporting to Transfer Agent

     Number of Accurate NAVs Reported to the Transfer Agent divided by

     Total Number of NAVs Required to Report to the Transfer Agent 99.6%


     .   "NAV" for this purpose is class net assets divided by total class
         shares and includes dividend factors. An NAV is accurate if, upon
         recalculation, the change in reported extended class NAV is greater
         than a full penny and, with respect to dividend factors, any revision
         to previously reported data requires the Transfer Agent to reprocess
         shareholder account data.
     .   Numerator and denominator include (i) NAVs affected by "non-
         controllable information" and (ii) Gateway funds delayed due to Core
         Portfolio accounting issues related to non-controllable information.
     .   Each NAV error is treated as an NAV error only once (i.e., if an error
         lasts more than one business day before it is discovered, it is treated
         as one error and excluded from both the numerator and denominator in
         the calculation after the first day).

(ii)  Criteria 2:  NAV Accuracy - Reported to NASDAQ

    Number of Accurate NAVs Reported to NASDAQ divided by
      Number of Total NAVs Required to be Reported to NASDAQ.............. 99.6%

      .  "NAV" for this purpose is class net assets divided total class shares
         outstanding and includes dividend factors. An NAV is accurate if, upon
         recalculation, the NAV Difference is less than a full penny and, with
         respect to dividend factors, any revision to previously reported data
         requires the Transfer Agent to reprocess shareholder account data.
      .  Numerator and denominator include (i) NAVs affected by non-controllable
         information and (ii) Gateway funds delayed due to Core Portfolio
         accounting issues related to non-controllable information.
      .  Each NAV error is treated as an NAV error only once (i.e., if an error
         lasts more than one business day before it is discovered, it is treated
         as one error and

                                     -B1-
<PAGE>

          excluded from both the numerator and denominator in the calculation
          after the first day).

(iii)  Criteria 3:  NAV Timeliness to Transfer Agent

       Number of NAV transmissions to Transfer Agent by designated time divided
       by
       Required Number of NAV transmissions  99.6%

       .  "NAV" for this purpose is class net assets divided by class total
          shares outstanding.
       .  Designated time is 7:00 p.m., ET.
       .  Numerator and denominator include (i) NAVs affected by non-
          controllable information and (ii) Gateway funds delayed due to
          accounting issues related to Core Portfolio non-controllable
          information.

(iv)   Criteria 4:  Cash Availability Reporting

       Accurate and Timely Cash Availability Reports ("CAR") to Investment
       Adviser divided by Number of Funds Requiring Cash Availability Reporting
       99.6%

       .  Timely CAR means (i) notwithstanding any other clause to the contrary,
          with respect to any Fund or Core Portfolio participating in a
          "consolidated repurchase agreement," within two hours and fifteen
          minutes after receipt of final transfer agency capital transaction
          reporting, , (ii) with respect to a stand-alone fund with a single
          investment adviser, within one half hour of receipt of final transfer
          agency capital transaction reporting; (iii) with respect to a stand-
          alone fund with more than one investment adviser, within two hours of
          receipt of final transfer agency capital transaction reporting; (iv)
          with respect to a non-money market Core Portfolio, within one hour
          after receipt of final transfer agency capital transaction reporting,
          and (v) with respect to a money market Gateway fund, or Core Portfolio
          with no more than three relationships, within one half hour after
          receipt of final transfer agency capital transactions reporting.
       .  Accurate CAR means any CAR wherein the difference between the CAR that
          should have been reported and the CAR that was reported divided by the
          CAR that should have been reported is greater than 1/2 of 1%.
       .  Numerator and denominator include (i) funds affected by non-
          controllable information and (ii) and Core Portfolios delayed due to
          Gateway fund accounting issues related to non-controllable
          information.

                                     -B2-
<PAGE>

(v)    Criteria 5:  Monthly Reporting Proof Package Timeliness

       Funds for Which Monthly Proofs are Completed by the 15th Calendar Day
       of the Month Divided by Number of Funds...........................95%

       .  Monthly proof means balance sheet review and monthly portfolio
          reconciliation.
       .  Numerator and denominator include (i) funds affected by non-
          controllable information and (ii) Gateway funds affected by Core
          Portfolio non-controllable information.

(vi)   General Definitions

       (A)  "Transfer Agent" means Boston Financial Data Services, Inc. and does
            not include other persons to which Forum communicates fund
            information.

       (B)  The numerator and denominator are calculated daily and the quotient
            is reported on a cumulative monthly and rolling twelve month basis.

       (C)  Denominator includes those NAVs for classes of shares that have
            direct shareholder investment for standards (i), (ii) and (iii).

       (D)  "Non-controllable information" includes the following events:

            (I)  With Respect to Investment Adviser Reporting for Funds Whose
                 NAV is Calculated as of the Close of the NYSE (currently, 4:00
                 p.m., ET):

            .    "Confirmed future trades" (portfolio investment purchases and
                 sales with future dated settlement) that are not received by
                 Forum prior to 11:00 a.m., ET (2:30 p.m. ET for IPOs,
                 repurchase agreements and trade corrections (cancellations or
                 changes to previously reported trade details)), on trade date
                 plus one business day.
            .    Security identifiers for purchases of securities not held by
                 the Fund that are not received by Forum prior to 8:00 p.m., ET,
                 on trade date.
            .    Post cash availability reporting, i.e., "Confirmed same day
                 trades" (portfolio investment purchases and sales settling on
                 trade date), that are not received by Forum prior to 1:00 p.m.,
                 ET, on trade date.
            .    "Trades Control" sheets (indicating the number of confirmed
                 trades accompanying the confirmed future trades) that are not
                 received by Forum prior to 10:00 a.m., ET, on trade date plus
                 one business day.
            .    "Trades Control" sheets (including the number of confirmed same
                 day trades) that are not received by Forum prior to 1:00 p.m.
                 ET, on trade date.
            .    "Trades Control" sheets (indicating the number IPOs, and trade
                 corrections) that are not received by Forum prior to 2:30 p.m.,
                 ET, on trade date.

                                     -B3-
<PAGE>

            .    Confirmed future trades and confirmed same day trades
                 information that is not complete or does not include all
                 necessary information to enable Forum to properly identify,
                 record, and account for the security. Required trade ticket
                 information includes, as applicable: buy, sell, trade date,
                 settlement date, broker, CUSIP/sedol, ticker, issuer name, face
                 rate, rate change date, coupon date, credit ratings,
                 shares/face, price, factor, cost, detail of fees and
                 commission, and net proceeds.
            .    Note: Each time requirement with respect to a Fund in this
                 section (vi)(D)(I) shall be advanced by an amount equal to the
                 time that day that Forum is late in reporting cash available or
                 other portfolio related data.

            (II) With Respect to Investment Adviser Reporting for Money Market
                 Funds:

            .    Confirmed future trades and same day trades that are not
                 received by Forum prior to one and a half hours after
                 shareholder trading cutoff.
            .    "Trades Control" (indicating the number of future and same day
                 confirmed trades) that are not received by Forum prior to one
                 and a half hours after shareholder trading cutoff.
            .    Confirmed future trades and same day trade information that is
                 not complete or does not include all necessary information to
                 enable Forum to properly identify, record, and account for the
                 security. Required trade ticket information includes as
                 applicable: buy, sell, trade date, settlement date, broker,
                 CUSIP/sedol, ticker, issuer name, face rate, rate change date,
                 coupon date, credit ratings, shares/face, price, factor, cost,
                 detail of fees and commission, and net proceeds.
            .    Note: Each time requirement with respect to a Fund in this
                 section (vi)(D)(II) shall be advanced by an amount equal to the
                 time that day that Forum is late in reporting cash available or
                 other portfolio related data.

           (III) With Respect to Transfer Agent/Shareholder Servicing Reporting

            .    Capital transaction reporting not received timely by Forum
                 including:
                 .    Capital transactions reporting "supersheets" and principal
                      gain loss reporting files not received by Forum prior to
                      7:00 a.m. ET.
                 .    Capital transaction reporting "WTA" not received by Forum
                      prior to 9:00 a.m. ET (9:10 a.m. ET for dates before
                      January 1, 2000).

                                     -B4-
<PAGE>

                 .     Capital transaction reporting "estimates" not received by
                       Forum prior to 9:00 a.m. ET (9:10 a.m. ET for dates
                       before January 1, 2000).
            .     Capital transactions reporting not received by Forum due to a
                  failure of "Connect Direct" hardware, software, and related
                  technical support.
            .     Capital transaction reporting that requires interpretation due
                  to the use of transaction codes not originally agreed upon and
                  provided by Transfer Agent in advance of transactions reported
                  by Transfer Agent to the fund.
            .     Revision to any class information previously reported by
                  agreed upon deadlines, including "supersheet," "estimates,"
                  "principal gains and losses," or any other information that
                  fund accounting would rely on to record capital transactions.
            .     Transfer Agency does not respond to Forum inquiries regarding
                  suspect data within thirty minutes of Forum's inquiry.
            .     For Funds for which Forum reports a second daily dividend
                  factor after additional shareholder trades are reported to
                  Forum, any time Forum cannot use the first factor for that
                  day.

            (IV)  With Respect to Custody Reporting & Clearing of Items

            .     Custody reporting of fund cash availability that is not
                  received by Forum prior to 7:00, a.m., ET.
            .     Custody not resolving Forum inquires at least 1/2 hour prior
                  to the calculation of the next business day's cash
                  availability.
            .     Custody not communicating corporate actions at least one day
                  prior to ex-date.

            (V)   With Respect to Independent Valuation Services

            .     Security valuations (including those of the Core Portfolios)
                  not received by Forum prior to 4:45 p.m., ET.
            .     Corporate action information not disseminated accurately or
                  that is not received by Forum at least one day prior to ex-
                  dividend date.

            (VI)  With Respect to Fair Value Determinations

            .     For all securities subject to "Fair Value" determinations,
                  broker quotes or similar pricing information not received by
                  Forum prior to 4:00 p.m., ET.

            (VII) With Respect to Revisions

                                     -B5-
<PAGE>

            .     Revisions to any information reported by the Transfer Agent,
                  investment advisers, custodians, and independent valuation
                  services or brokers not received in writing.
            .     Revisions for which there are no clearly defined escalation
                  procedures provided by fund management in working with
                  Transfer Agent, investment advisers, non-proprietary fund
                  service providers, custodians, and mutual fund or bank
                  operating areas.

           (VIII) With Respect to NAV Timelines Reporting to Transfer Agent

            .     Transfer Agent requirements for receiving all NAV reporting in
                  a consolidated file, when information is available and could
                  be communicated prior to the 7:00 p.m. ET deadline.

            (IX)  With Respect to Cash Availability Reporting

            .     Funds participating in asset allocation and consolidated
                  repurchase agreements whose reporting are delayed due to non-
                  controllable events described herein attributable to
                  interdependencies or other funds participating in the asset
                  allocation and consolidated repurchase agreement process.

                                     -B6-
<PAGE>

                          WELLS FARGO VARIABLE TRUST
                           FUND ACCOUNTING AGREEMENT



                                  Appendix C
                               Fees and Expenses
                           as of September 17, 1999


(i)  Fees

(A)  Per Fund Fees

     (i)    Fee per Fund..........................................  $5,000/month
            Fee per Fund not listed on Appendix A as of
            September 17, 1999
               International/Global Funds and Funds with
               10% or more of month-end net assets invested in
               asset-backed securities............................  $5,833/month
               Other Funds........................................  $4,167/month
     (ii)   Fee per Gateway Fund (a Fund operating pursuant
            to Section 12(d)(1)(E) or 12(d)(1)(G) of the 1940 Act
            or in a similar structure)............................  $2,000/month
     (iii)  Fee per Core Portfolio (a Fund registered under the
            1940 Act but whose securities are not registered
            under the Securities Act of 1933).....................  $5,500/month
            Fee per Core Portfolio not listed on Appendix A as of
            September 17, 1999
               International/Global Core Portfolios and Core
               Portfolios with 10% or more of month-end net
               assets invested in asset-backed securities.........  $6,333/month
               Other Core Portfolios..............................  $4,667/month
     (iv)   Fee for each additional Class of any Fund above one...  $1,000/month

(B)  Basis Point Fees

     0.0025% of the average annual daily net assets of each Fund (excluding the
     net assets of a Fund that are invested in a Core Portfolio (i) which pays
     Forum a similar fee and (ii) that the Administrator or an a affiliate of
     the Administrator is the investment adviser or a majority of the interests
     of which are owned by mutual funds advised by the Administrator or an
     affiliate of the Administrator).

(ii) Out-Of-Pocket and Related Expenses

The Trust, on behalf of the applicable Fund, shall reimburse Forum for all out-
of-pocket and ancillary expenses reasonably incurred in providing the services
described in the Fund Accounting Agreement, including but not limited to the
cost of (or appropriate share of the cost of): (i) pricing, paydown, corporate
action, credit and other reporting services (but only to the extent that the
Trust requests that Forum use more than one reporting service with respect to a
service), (ii) taxes, (iii) postage and delivery services, (iv) communications
services, (v)

                                     -C1-
<PAGE>

electronic or facsimile transmission services, (vi) reproduction,
(vii) printing and distributing financial statements, (viii) microfilm,
microfiche and other storage medium and (ix) Trust record storage and retention
fees.  In addition, any other expenses incurred by Forum at the request or with
the consent of the Trust, will be reimbursed by the Trust on behalf of the
applicable Fund.

                                     -C2-

<PAGE>

                                                              Exhibit 99.B(H)(3)
                         Interim Accounting Agreement

                             for certain Funds of

                          WELLS FARGO VARIABLE TRUST

     This agreement is made as of this 20th day of September, 1999 (the
"Agreement"), by and between Wells Fargo Variable Trust (the "Trust") on behalf
of the Funds listed in Appendix A and Wells Fargo Bank, N.A. (the "interim Fund
Accountant").

     WHEREAS, the Trust has approved a final Accounting Agreement with Forum
Financial Accounting Services, LLC ("Forum") to provide accounting services to
some of the Funds of the Trust from September 20, 1999 and for each Fund by the
target conversion dates listed in Appendix A, and the Trust needs an interim
Fund Accountant for the Funds listed in Appendix A.

     NOW THEREFORE, in consideration of the promises and of the mutual
agreements contained herein, the parties agree as follows:

     1.   Appointment of Wells Fargo as Interim Fund Accountant

     The Trust on behalf of the Funds listed in Appendix A hereby appoints Wells
Fargo Bank to act as Interim Fund Accountant.

     2.  Duties of the Interim Fund Accountant

     As Interim Fund Accountant, Wells Fargo Bank agrees to perform the
following services for the funds listed in Appendix A:

     (a)  Maintain Fund general ledger and journal.

     (b)  Prepare and record disbursements for direct Fund expenses.

     (c)  Prepare daily money transfers.

     (d)  Reconcile all Fund bank and custodian accounts.

     (e)  Assist Fund independent auditors as appropriate.

     (f)  Prepare daily projection of available cash balances.

     (g)  Record trading activity for purposes of determining net asset values
and daily dividend.

                                       1
<PAGE>

     (h)  Prepare daily portfolio evaluation report to value portfolio
          Securities and determine daily accrued income.

     (i)  Determine the daily net asset value per share.

     (j)  Determine the daily dividend per share.

     (k)  Prepare monthly, quarterly, semi-annual and annual financial
          statements.

     (l)  Provide financial information for reports to the Securities and
          Exchange Commission in compliance with the provisions of the
          Investment Company Act of 1940 and the Securities Act of 1933, the
          Internal Revenue Service and any other regulatory or governmental
          agencies as required.

     (m)  Provide financial, yield, net asset value, etc., information to
          National Association of Securities Dealers, Inc., and other survey and
          statistical agencies as instructed from time to time by a Fund.

     3.   Fees

     For providing the services in Section 2, the Interim Fund Accountant will
be entitled to receive the fees listed in Appendix B, such fees to be paid
monthly.

     4.   Duration of the Agreement

     This Interim Accounting Agreement shall terminate for each Fund when Forum
Financial Accounting Services, LLC begins providing accounting services to a
covered Fund pursuant to the final Accounting Agreement between the Trust and
Forum. In no event shall this Interim Accounting Agreement continue in effect
for any Fund beyond the date of September 20, 2000, unless specifically approved
by the Board.

     5.   Modification of this Agreement

     This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties to this Agreement and approved by a
resolution of the Board of Trustees.

     6.   Governing Law

     This Agreement shall be construed in accordance with the laws of the State
of California without giving effect to the choice of law provisions thereof.

                                       2
<PAGE>

                              WELLS FARGO VARIABLE TRUST
                              on behalf of the Funds


                              By:  /s/ Richard H. Blank, Jr.
                                   --------------------------
                                   Richard H. Blank, Jr.
                                   Assistant Secretary


                              WELLS FARGO BANK, N.A.
                              on behalf of the Interim Fund Accountant


                              By:  /s/ Michael J. Hogan
                                   --------------------------
                                   Michael J. Hogan
                                   Executive Vice President


                              By:  /s/ Karla Rabusch
                                   --------------------------
                                   Karla Rabusch
                                   Vice President

                                       3
<PAGE>

                                  Appendix A



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                   Interim Fund      Conversion Target
Variable Trust Funds                Accountant            Date
- -----------------------------------------------------------------------
<S>                                <C>               <C>
Asset Allocation Fund              Wells Fargo           3/1/2000
- -----------------------------------------------------------------------
Equity Value Fund                  Wells Fargo           3/1/2000
- -----------------------------------------------------------------------
Growth Fund                        Wells Fargo           3/1/2000
- -----------------------------------------------------------------------
Money Market Fund                  Wells Fargo           3/1/2000
- -----------------------------------------------------------------------
International Equity Fund          Wells Fargo           4/1/2000
- -----------------------------------------------------------------------
</TABLE>
<PAGE>

                                  Appendix B
                               Fees and Expenses

                           as of September 20, 1999

(i)   Fees

(A)   Per Fund Fees

(i)   Fee per Fund                                                 $5,000/month
      Fee per Fund not listed on Appendix A as of
      September 17, 1999
          International/Global Funds and Funds with
          10% or more of month-end net assets invested in
          asset-backed securities                                  $5,833/month
          Other Funds                                              $4,167/month

(ii)  Fee per Gateway Fund (a Fund operating pursuant
      to Section 12(d)(1)(E) or 12(d)(1)(G) of the 1940 Act
      or in a similar structure)                                   $2,000/month

(iii) Fee per Core Portfolio (a Fund registered under the
      1940 Act but whose securities are not registered
      under the Securities Act of 1933)                            $5,500/month
      Fee per Core Portfolio not listed on Appendix A as of
      September 17, 1999
          International/Global Core Portfolios and Core
          Portfolios with 10% or more of month-end net
          assets invested in asset-backed securities               $6,333/month
          Other Core Portfolios                                    $4,667/month

(iv)  Fee for each additional Class of any Fund above one          $1,000/month

(B)   Basis Point Fees

     0.0025% of the average annual daily net assets of each Fund (excluding the
     net assets of a Fund that are invested in a Core Portfolio (i) which pays
     Wells Fargo a similar fee and (ii) that the Administrator or an a affiliate
     of the Administrator is the investment adviser or a majority of the
     interests of which are owned by mutual funds advised by the Administrator
     or an affiliate of the Administrator).

(ii)  Out-Of-Pocket and Related Expenses

The Trust, on behalf of the applicable Fund, shall reimburse Wells Fargo for all
out-of-pocket and ancillary expenses reasonably incurred in providing the
services described in the Fund Accounting Agreement, including but not limited
to the cost of (or appropriate share of the cost of): (i) pricing, paydown,
corporate action, credit and other reporting services (but only
<PAGE>

to the extent that the Trust requests that Wells Fargo use more than one
reporting service with respect to a service), (ii) taxes, (iii) postage and
delivery services, (iv) communications services, (v) electronic or facsimile
transmission services, (vi) reproduction, (vii) printing and distributing
financial statements, (viii) microfilm, microfiche and other storage medium and
(ix) Trust record storage and retention fees. In addition, any other expenses
incurred by Wells Fargo at the request or with the consent of the Trust, will be
reimbursed by the Trust on behalf of the applicable Fund.

<PAGE>

                                                              Exhibit 99.B(H)(5)
                                     FORM

                                      of

                            PARTICIPATION AGREEMENT

                                 By and Among

                          WELLS FARGO VARIABLE TRUST

                                      And

                     ______________ LIFE INSURANCE COMPANY

                                      And

                                 STEPHENS INC.


     THIS AGREEMENT, made and entered into this __ day of _______, 1999, by and
among ___________ Life Insurance Company, a __________ corporation (the
"Company"), on its own behalf and on behalf of each separate account of the
Company named in Exhibit A to this Agreement, as may be amended from time to
time (each separate account, a "Separate Account"), and Wells Fargo Variable
Trust, an open-end diversified management investment company organized under the
laws of the State of Delaware (the "Trust"), and Stephens Inc., an Arkansas
corporation (the "Underwriter").

     WHEREAS, the Trust engages in business as an open-end diversified,
management investment company and was established for the purpose of serving as
the investment vehicle for separate accounts established for variable life
insurance contracts and variable annuity contracts to be offered by insurance
companies which have entered into participation agreements substantially similar
to this Agreement ("Participating Insurance Companies"); and
<PAGE>

     WHEREAS, beneficial interests in the Trust are divided into several series
of shares, each representing the interest in a particular managed portfolio of
securities and other assets (each, a "Fund"); and

     WHEREAS, an order from the U.S. Securities and Exchange Commission (the
"SEC" or "Commission"), dated September 28, 1998 (File No. 812-11158), grants
Participating Insurance Companies and variable annuity separate accounts and
variable life insurance separate accounts relief from the provisions of Sections
9(a), 13(a), 15(a) and 15(b) of the Investment Company Act of 1940, as amended
(the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the
extent necessary to permit shares of the Trust to be sold to and held by
variable annuity separate accounts and variable life insurance separate accounts
of both affiliated and unaffiliated Participating Insurance Companies and
qualified pension and retirement plans ("Mixed and Shared Funding Order"), and

     WHEREAS, the Trust is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (the "1933 Act"); and

     WHEREAS, the Company has registered or will register certain variable
annuity and variable life insurance contracts under the 1933 Act and named in
Exhibit A to this Agreement, as it may be amended from time to time (the
"Contracts"); and

     WHEREAS, the Separate Accounts are duly organized, validly existing
segregated asset accounts, established by resolution of the Board of Directors
of the Company under the insurance laws of the State of ___________, to set
aside and invest assets attributable to the Contracts; and

                                      -2-
<PAGE>

     WHEREAS, the Company has registered the Separate Accounts as unit
investment trusts under the 1940 Act; and

     WHEREAS, the Underwriter is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (hereinafter the "1934
Act"), and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter "NASD");

     WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Funds named in
Exhibit B on behalf of the Separate Accounts to fund the Contracts, and the
Underwriter is authorized to sell such shares to unit investment trusts such as
the Separate Accounts at net asset value;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Trust, and the Underwriter agree as follows:

ARTICLE 1     Sale of Trust Shares
              --------------------

1.1. The Underwriter agrees to sell to the Company those shares of the Trust
     which the Company orders on behalf of the Separate Accounts, executing such
     orders on a daily basis at the net asset value next computed after receipt
     and acceptance by the Trust or its designee of the order for the shares of
     the Trust. For purposes of this Section 1.1, the Company shall be the
     designee of the Trust for receipt of such orders from each Separate Account
     and receipt by such designee shall constitute receipt by the Trust;
     provided that the Trust receives notice of such order by 9:30 a.m. Eastern
     Time on the next following Business Day. "Business Day" shall mean any day
     on which the New York Stock

                                      -3-
<PAGE>

     Exchange is open for trading and on which the relevant Fund calculates its
     net asset value.

1.2. The Trust agrees to make its shares available indefinitely for purchase at
     the applicable net asset value per share by Participating Insurance
     Companies and their separate accounts on those days on which the Trust
     calculates its net asset value pursuant to rules of the SEC; provided,
     however, that the Board of Trustees of the Trust (hereinafter the
     "Trustees") may refuse to sell shares of any Fund to any person, or suspend
     or terminate the offering of shares of any Fund, if such action is required
     by law or by regulatory authorities having jurisdiction, or is, in the sole
     discretion of the Trustees, acting in good faith and in light of their
     fiduciary duties under federal and any applicable state laws, necessary in
     the best interests of the shareholders of any Fund.

1.3. The Trust and the Underwriter agree that shares of the Trust will be sold
     only to Participating Insurance Companies and their separate accounts, and
     to qualified pension and retirement plans. No shares of the Trust will be
     sold to the general public.

1.4. The Trust and the Underwriter will not sell Trust shares to any insurance
     company or separate account unless an agreement containing provisions
     substantially the same as Articles I, III, V, VII, and Section 2.8 of
     Article II of this Agreement are in effect to govern such sales.

1.5. The Trust will not accept a purchase order from qualified pension or
     retirement plan if such purchase would make the plan shareholder an owner
     of 10 percent or more of the assets of a Fund unless such plan executes an
     agreement with the Trust governing

                                      -4-
<PAGE>

     participation in such Fund that includes the conditions set forth herein to
     the extent applicable. A qualified pension or retirement plan will execute
     an application containing an acknowledgment of this condition at the time
     of its initial purchase of shares of any Fund.

1.6. The Trust agrees to redeem for cash, upon the Company's request, any full
     or fractional shares of the Trust held by the Company, executing such
     requests on a daily basis at the net asset value next computed after
     receipt and acceptance by the Trust or its designee of the request for
     redemption. For purposes of this Section 1.6, the Company shall be the
     designee of the Trust for receipt of requests for redemption from each
     Separate Account and receipt by such designee shall constitute receipt by
     the Trust; provided the Trust receives notice of request for redemption by
     9:30 a.m. Eastern Time on the next following Business Day. Payment shall be
     in federal funds transmitted by wire to the Company's account as designated
     by the Company in writing from time to time.

1.7. Each purchase, redemption, and exchange order placed by the Company shall
     be placed separately for each Fund and shall not be netted with respect to
     any Fund. However, with respect to payment of the purchase price by the
     Company and of redemption proceeds by the Trust, the Company and the Trust
     shall net purchase and redemption orders with respect to each Fund and
     shall transmit one net payment for all Funds in accordance with Section
     1.8.

1.8. The Company agrees that purchases and redemptions of Fund shares offered by
     the then current prospectus of the Fund shall be made in accordance with
     the provisions of such

                                      -5-
<PAGE>

     prospectus. The Company agrees that all net amounts available under the
     variable life insurance contracts with the form number(s) which are listed
     on Schedule A attached hereto and incorporated herein by this reference, as
     such Schedule A may be amended from time to time hereafter by mutual
     written agreement of all the parties hereto (the "Contracts") shall be
     invested in the Funds, in such other Funds managed by Wells Fargo Bank as
     may be mutually agreed to in writing by the parties hereto, or in the
     Company's general account, provided that such amounts may also be invested
     in an investment company other than the Trust if (a) such other investment
     company, or series thereof, has investment objectives or policies that are
     substantially different from the investment objectives and policies of all
     the Funds of the Trust which are actually used by the Company to fund the
     Contracts; or (b) the Company gives the Fund and the Underwriter 45 days
     written notice of its intention to make such other investment company
     available as a funding vehicle for the Contacts; or (c) such other
     investment company was available as a funding vehicle for the Contracts
     prior to the date of this Agreement and the Company so informs the Fund and
     Underwriter prior to their signing this Agreement (a list of such funds
     appearing on Schedule C to this Agreement); or (d) the Fund or Underwriter
     consents to the use of such other investment company.

1.9. In the event of net purchase, the Company shall pay for shares by 2:00 p.m.
     Eastern Time on the next Business Day after an order to purchase the Shares
     is deemed to be received in accordance with the provisions of Section 1.1
     hereof. In the event of net redemptions, the Trust shall pay the redemption
     proceeds in accordance with the terms of the then-

                                      -6-
<PAGE>

      current prospectus for the Trust. All such payments shall be in federal
      funds transmitted by wire. For purposes of Section 2.4 and Section 2.11,
      upon receipt by the Trust of the federal funds so wired, such funds shall
      cease to be the responsibility of the Company and shall become the
      responsibility of the Fund.

1.10. Issuance and transfer of the Trust's shares will be by book entry only.
      Stock certificates will not be issued to the Company or any Separate
      Account. Purchase and redemption orders for Trust shares will be recorded
      in an appropriate title for each Separate Account or the appropriate
      subaccount of each Separate Account.

1.11. The Trust shall furnish notice as soon as reasonably practicable to the
      Company of any income, dividends, or capital gain distributions payable on
      the Trust's shares. The Company hereby elects to receive all such
      dividends and distributions as are payable on the Fund shares in the form
      of additional shares of that Fund. The Company reserves the right to
      revoke this election and to receive all such dividends and distributions
      in cash. The Trust shall notify the Company of the number of shares so
      issued as payment of such dividends and distributions.

1.12. The Trust shall make the net asset value per share for each Fund available
      to the Company on a daily basis as soon as reasonably practical after the
      net asset value per share is calculated and shall use its best efforts to
      make such net asset value per share available by 5:30 p.m. Pacific Time,
      each business day.

ARTICLE 2   Representations and Warranties
            ------------------------------

                                      -7-
<PAGE>

2.1.  The Company represents and warrants that the Contracts are or will be
      registered under the 1933 Act, unless exempt therefrom, and that the
      Contracts will be issued and sold in compliance with all applicable
      federal and state laws and that the sale of the Contracts shall comply in
      all material respects with state insurance suitability requirements. The
      Company further represents and warrants that: (i) it is an insurance
      company duly organized and in good standing under applicable law; (ii) it
      has legally and validly established each Separate Account as a segregated
      asset account under applicable state law and has registered each Separate
      Account as a unit investment trust in accordance with the provisions of
      the 1940 Act, unless exempt therefrom, to serve as segregated investment
      accounts for the Contracts; and (iii) it will maintain such registration,
      if required, for so long as any Contracts are outstanding. The Company
      shall amend any registration statement under the 1933 Act for the
      Contracts and any registration statement under the 1940 Act for the
      Separate Accounts from time to time as required in order to effect the
      continuous offering of the Contracts or as may otherwise be required by
      applicable law. The Company shall register and qualify the Contracts for
      sale in accordance with the securities laws of the various states only if,
      and to the extent, deemed necessary by the Company.

2.2.  Subject to Article VI hereof, the Company represents that the Contracts
      are currently and at the time of issuance will be treated as life
      insurance, endowment, or annuity contracts under applicable provisions of
      the Internal Revenue Code and that it will maintain such treatment and
      that it will notify the Trust and the Underwriter immediately upon having
      a

                                      -8-
<PAGE>

      reasonable basis for believing that the Contracts have ceased to be so
      treated or that they might not be so treated in the future.

2.3.  The Company represents that any prospectus offering a Contract that is a
      life insurance contract where it is reasonably probable that such Contract
      would be a "modified endowment contract", as that term is defined in
      Section 7702A of the Internal Revenue Code will identify such Contract as
      a modified endowment contract (or policy).

2.4.  The Company represents and warrants that all of its directors, officers,
      employees, investment advisers, and other individuals/entities dealing
      with the money and/or securities of the Trust are covered by a blanket
      fidelity bond or similar coverage in an amount not less than $5 million.
      The aforesaid includes coverage for larceny and embezzlement and is issued
      by a reputable bonding company. The Company agrees that any amounts
      received under such bond in connection with claims that derive from
      arrangements described in this Agreement will be held by the Company for
      the benefit of the Trust. The Company agrees to see that this bond or
      another bond containing these provisions is always in effect, and agrees
      to notify the Trust and the Underwriter in the event that such coverage no
      longer applies.

2.5.  The Company represents and warrants that it has taken all necessary steps
      to ensure that it has addressed all Year 2000 transition issues, and that
      neither the Trust nor the Underwriter and their affiliates, nor the owners
      of the Contracts will experience any material negative effect as a result
      of the Company's Year 2000 transition.

                                      -9-
<PAGE>

2.6.  The Trust represents and warrants that Trust shares sold pursuant to this
      Agreement shall be registered under the 1933 Act and duly authorized for
      issuance in accordance with applicable law, and that the Trust is and
      shall remain registered under the 1940 Act for as long as the Trust shares
      are sold. The Trust shall amend the registration statement for its shares
      under the 1933 and the 1940 Acts from time to time as required in order to
      effect the continuous offering of its shares. The Trust shall register and
      qualify the shares for sale in accordance with the laws of the various
      states only if, and to the extent, deemed advisable by the Trust or the
      Underwriter.

2.7.  The Trust represents that it is currently qualified as a Regulated
      Investment Company under Subchapter M of the Internal Revenue Code, and
      that it will make every effort to maintain such qualification (under
      Subchapter M or any successor or similar provision).

2.8.  The Trust makes no representations as to whether any aspect of its
      operations, including but not limited to, investment policies, fees and
      expenses, complies with the insurance and other applicable laws of the
      various states, except that the Trust represents that it is and shall at
      all times remain in compliance with the laws of the state of Delaware to
      the extent required to perform this Agreement.

2.9.  The Trust represents and warrants that to the extent that it decides to
      finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act,
      the Trust undertakes to have its Board of Trustees, a majority of whom are
      not interested persons of the Trust, formulate and approve any plan under
      Rule 12b-1 ("Rule 12b-1 Plan") to finance distribution

                                      -10-
<PAGE>

       expenses. The Trust shall notify the Company immediately upon determining
       to finance distribution expenses pursuant to Rule 12b-1.

2.10.  The Trust represents that it is lawfully organized and validly existing
       under the laws of Delaware and that it does and will comply with
       applicable provisions of the 1940 Act.

2.11.  The Trust represents and warrants that it and all of its trustees,
       officers, employees and other individuals/entities having access to the
       funds and/or securities of the Trust are and continue to be at all times
       covered by a blanket fidelity bond or similar coverage for the benefit of
       the Trust in an amount not less than the minimal coverage as required
       currently by Rule 17g-1 of the 1940 Act or related provisions as may be
       promulgated from time to time. The aforesaid bond includes coverage for
       larceny and embezzlement and is issued by a reputable bonding company.

2.12.  The Trust represents and warrants that it has taken all necessary steps
       to ensure that it has addressed all Year 2000 transition issues.

2.13.  The Underwriter represents and warrants that it is a member in good
       standing of the NASD and is registered as a broker-dealer with the SEC.
       The Underwriter further represents that it will sell and distribute the
       Trust's shares in accordance with all applicable federal and state
       securities laws, including without limitation the 1933 Act, the 1934 Act,
       and the 1940 Act.

2.14.  The Underwriter represents and warrants that the Trust's investment
       manager, Wells Fargo Bank, is exempt from registration as an investment
       adviser under all applicable federal and state securities laws and that
       the investment manager will perform its

                                      -11-
<PAGE>

       obligations to the Trust in accordance with any applicable state and
       federal securities laws.

2.15.  The Underwriter represents and warrants that it has taken all necessary
       steps to ensure that it has addressed all Year 2000 transition issues.

ARTICLE 3  Prospectuses and Proxy Statements; Voting
           -----------------------------------------

3.1.   The Underwriter shall provide the Company, at the Company's expense, with
       as many copies of the Trust's current prospectus as the Company may
       reasonably request. If requested by the Company in lieu thereof, the
       Trust shall provide such documentation including a final copy of a
       current prospectus set in type at the Trust's expense and other
       assistance as is reasonably necessary in order for the Company at least
       annually (or more frequently if the Trust's prospectus is amended more
       frequently) to have the new prospectus for the Contracts and the Trust's
       new prospectus printed together in one document; in such case at the
       Company's expense.

3.2.   The Trust's prospectus shall state that the statement of additional
       information for the Trust is available from the Underwriter (or, in the
       Trust's discretion, the Prospectus shall state that such statement is
       available from the Trust).

3.3.   The Trust, at its expense, shall provide the Company with copies of its
       proxy material, if any, reports to shareholders and other communications
       to shareholders in such quantity as the Company shall reasonably require
       and the Company shall bear the costs of distributing them to existing
       Contract owners or participants.

                                      -12-
<PAGE>

3.4.   The Trust hereby notifies the Company that it is appropriate to include
       in the prospectuses pursuant to which the Contracts are offered
       disclosure regarding the potential risks of mixed and shared funding.

3.5.   To the extent required by law the Company shall:

               (i)   solicit voting instructions from Contract owners or
                     participants;

               (ii)  vote the Trust shares held in each Separate Account in
                     accordance with instructions received from Contract owners
                     or participants; and

               (iii) vote Trust shares held in each Separate Account for which
                     no timely instructions have been received, in the same
                     proportion as Trust shares of such Fund for which
                     instructions have been received from the Company's Contract
                     owners or participants;

       for so long as and to the extent that the 1940 Act requires pass-through
       voting privileges for variable contract owners. The Company reserves the
       right to vote Trust shares held in any segregated asset account in its
       own right, to the extent permitted by law. Participating Insurance
       Companies shall be responsible for assuring that each of their separate
       accounts participating in the Trust calculates voting privileges in a
       manner consistent with other Participating Insurance Companies and as
       required by the Mixed and Shared Funding Order. The Trust will notify the
       Company of any changes of interpretation or amendment to the Mixed and
       Shared Funding Order.

3.6.   The Trust will comply with all provisions of the 1940 Act requiring
       voting by shareholders, and in particular, the Trust will either provide
       for annual meetings (except to the extent that the Commission may
       interpret Section 16 of the 1940 Act not to require such meetings) or
       comply with Section 16(c) of the 1940 Act (although the Trust is not

                                      -13-
<PAGE>

       one of the trusts described in Section 16(c) of that Act) as well as with
       Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act.
       Further, the Trust will act in accordance with the Commission's
       interpretation of the requirements of Section 16(a) with respect to
       periodic elections of Trustees and with whatever rules the Commission may
       promulgate with respect thereto.

ARTICLE 4  Sales Material and Information
           ------------------------------

4.1.   The Company shall furnish, or shall cause to be furnished, to the Trust
       or the Underwriter, each piece of sales literature or other promotional
       material in which the Trust or the Trust's investment manager, sub-
       advisers or Underwriter is named, at least five business days prior to
       its use. No such material shall be used if the Trust or the Underwriter
       reasonably objects in writing to such use within five business days after
       receipt of such material.

4.2.   The Company represents and agrees that sales literature for the Contracts
       prepared by the Company or its affiliates will be consistent with every
       law, rule, and regulation of any regulatory agency or self-regulatory
       agency that applies to the Contracts or to the sale of the Contracts,
       including, but not limited to, NASD Conduct Rule 2210 and IM-2210-2
       thereunder.

4.3.   The Company shall not give any information or make any representations or
       statements on behalf of the Trust or concerning the Trust in connection
       with the sale of the Contracts other than the information or
       representations contained in the registration statement or prospectus for
       the Trust shares as such registration statement and prospectus may be

                                      -14-
<PAGE>

       amended or supplemented from time to time, or in reports or proxy
       statements for the Trust, or in sales literature or other promotional
       material approved by the Trust or by the Underwriter, except with the
       permission of the Trust or the Underwriter. The Trust and the Underwriter
       agree to respond to any request for approval on a prompt and timely
       basis. The Company shall adopt and implement procedures reasonably
       designed to ensure that information concerning the Trust, the
       Underwriter, or any of their affiliates which is intended for use by
       brokers or agents selling the Contracts (i.e., information that is not
       intended for distribution to Contract owners or prospective Contract
       owners) is so used, and neither the Trust, the Underwriter, nor any of
       their affiliates shall be liable for any losses, damages, or expenses
       relating to the improper use of such broker only materials by agents of
       the Company or its affiliates who are unaffiliated with the Trust or the
       Underwriter. The parties hereto agree that this Section 4.3 is not
       intended to designate nor otherwise imply that the Company is an
       underwriter or distributor of the Trust's shares.

4.4.   The Trust or the Underwriter shall furnish, or shall cause to be
       furnished, to the Company or its designee, each piece of sales literature
       or other promotional material in which the Company, its Separate Account,
       or the Contracts are named, at least five business days prior to its use.
       No such material shall be used if the Company reasonably objects in
       writing to such use within five business days after receipt of such
       material.

4.5.   The Trust represents and agrees that sales literature for the Trust
       prepared by the Trust or its affiliates in connection with the sale of
       the Contracts will be consistent with every law,

                                      -15-
<PAGE>

       rule, and Regulation of any regulatory agency or self regulatory agency
       that applies to the Trust or to the sale of Trust shares, including, but
       not limited to, NASD Conduct Rule 2210 and IM-2210-2 thereunder.

4.6.   The Trust and the Underwriter shall not give any information or make any
       representations on behalf of the Company or concerning the Company, each
       Separate Account, or the Contracts other than the information or
       representations contained in a registration statement or prospectus for
       the Contracts, as such registration statement and prospectus may be
       amended or supplemented from time to time, or in published reports for
       each Separate Account which are in the public domain or approved by the
       Company for distribution to Contract owners or participants, or in sales
       literature or other promotional material approved by the Company, except
       with the permission of the Company. The Company agrees to respond to any
       request for approval on a prompt and timely basis. The Trust and the
       Underwriter shall mark information produced by or on behalf of the Trust
       "FOR BROKER USE ONLY" which is intended for use by brokers or agents
       selling the Contracts (i.e., information that is not intended for
       distribution to Contract owners or prospective Contract owners) is so
       used, and neither the Company nor any of its affiliates shall be liable
       for any losses, damages, or expenses arising on account of the use by
       brokers of such information with third parties in the event that is not
       so marked.

4.7.   The Trust will provide to the Company at least one complete copy of all
       registration statements, prospectuses, statements of additional
       information, reports, proxy statements, sales literature and other
       promotional materials, applications for exemptions, requests for

                                      -16-
<PAGE>

       no-action letters, and all amendments to any of the above, that relate to
       the Trust or its shares, contemporaneously with the filing of such
       document with the SEC or other regulatory authorities.

4.8.   The Company will provide to the Trust at least one complete copy of all
       registration statements, prospectuses, statements of additional
       information, reports, solicitations for voting instructions, sales
       literature and other promotional materials, applications for exemptions,
       requests for no action letters, and all amendments to any of the above,
       that relate to the Contracts or each Separate Account, contemporaneously
       with the filing of such document with the SEC or other regulatory
       authorities. The Company shall promptly inform the Trust of the results
       of any examination by the SEC (or other regulatory authorities) that
       relates to the Contracts, and the Company shall provide the Trust with a
       copy of relevant portions of any "deficiency letter"or other
       correspondence or written report regarding any such examination.

4.9.   For purposes of this Article IV, the phrase "sales literature or other
       promotional material" includes, but is not limited to, advertisements
       (such as material published, or designed for use in, a newspaper,
       magazine, or other periodical, radio, television, telephone or tape
       recording, videotape display, signs or billboards, motion pictures, or
       other public media), sales literature (i.e., any written communication
       distributed or made generally available to customers or the public,
       including brochures, circulars, research reports, market letters, form
       letters, seminar texts, reprints or excerpts of any other advertisement,
       sales literature, or published article), educational or training
       materials or other communications

                                      -17-
<PAGE>

       distributed or made generally available to some or all agents or
       employees, registration statements, prospectuses, statements of
       additional information, shareholder reports, and proxy materials and any
       other material constituting sales literature or advertising under NASD
       Conduct Rules, the 1940 Act or the 1933 Act.

ARTICLE 5  Fees and Expenses
           -----------------

5.1.   The Trust and Underwriter shall pay no fee or other compensation to the
       Company under this Agreement, except subject a Rule 12b-1 Plan to finance
       distribution expenses, in which case, subject to obtaining any required
       exemptive orders or other regulatory approvals, the Underwriter may make
       payments to the Company or to the underwriter for the Contracts if and in
       amounts agreed to by the Underwriter in writing. Each party, however,
       shall, in accordance with the allocation of expenses specified in this
       Agreement, reimburse other parties for expenses initially paid by one
       party but allocated to another party. In addition, nothing herein shall
       prevent the parties hereto from otherwise agreeing to perform, and
       arranging for appropriate compensation for, other services relating to
       the Trust and/or to the Separate Accounts.

5.2.   All expenses incident to performance by the Trust of this Agreement shall
       be paid by the Trust to the extent permitted by law. All Trust shares
       will be duly authorized for issuance and registered in accordance with
       applicable federal law and to the extent deemed advisable by the Trust,
       in accordance with applicable state law, prior to sale. The Trust shall
       bear the expenses for the cost of registration and qualification of the
       Trust's shares, preparation and filing of the Trust's prospectus and
       registration statement, Trust proxy

                                      -18-
<PAGE>

       materials and reports, printing proxy materials and annual reports for
       existing Contract owners, setting in type the Trust's prospectuses, the
       preparation of all statements and notices required by any federal or
       state law, all taxes on the issuance or transfer of the Trust's shares,
       and any expenses permitted to be paid or assumed by the Trust pursuant to
       any Rule 12b-1 Plan under the 1940 Act duly adopted by the Trust.

5.3.   The Company shall bear the expenses of printing and distributing the
       Trust prospectuses and proxy statements and shareholder reports. The
       Company shall bear all expenses associated with the registration,
       qualification, and filing of the Contracts under applicable federal
       securities and state insurance laws; the cost of preparing, printing, and
       distributing the Contracts' prospectuses and statements of additional
       information; and the cost of printing and distributing annual individual
       account statements for Contract owners as required by state insurance
       laws.

                                      -19-
<PAGE>

ARTICLE 6  Diversification
           ---------------

6.1.   The Trust will at all times invest money from the Contracts in such a
       manner as to ensure that the Contracts will be treated as variable
       contracts under the Internal Revenue Code and the regulations issued
       thereunder. Without limiting the scope of the foregoing, the Trust will
       comply with Section 817(h) of the Internal Revenue Code and Treasury
       Regulation 1. 817-5, relating to the diversification requirements for
       variable annuity, endowment, or life insurance contracts and any
       amendments or other modifications to such Section or Regulations or
       successors thereto.

ARTICLE 7  Potential Conflicts
           -------------------

7.1.   The Board of Trustees of the Trust (the "Trust Board") will monitor the
       Trust for the existence of any material irreconcilable conflict among the
       interests of the Contract owners of all separate accounts investing in
       the Trust. A material irreconcilable conflict may arise for a variety of
       reasons, including: (a) an action by any state insurance regulatory
       authority; (b) a change in applicable federal or state insurance, tax, or
       securities laws or regulations, or a public ruling, private letter
       ruling, no-action or interpretative letter, or any similar action by
       insurance, tax, or securities regulatory authorities; (c) an
       administrative or judicial decision in any relevant proceeding; (d) the
       manner in which the investments of any Fund are being managed; (e) a
       difference in voting instructions given by variable annuity contract
       owners, variable life insurance contract owners, and trustees of
       qualified pension or retirement plans; (f) a decision by a Participating
       Insurance Company to disregard the voting instructions of Contract
       owners;

                                      -20-
<PAGE>

       or (g) if applicable, a decision by a qualified pension or retirement
       plan to disregard the voting instructions of plan participants. The Trust
       Board shall promptly inform the Company if it determines that a material
       irreconcilable conflict exists and the implications thereof. A majority
       of the Trust Board shall consist of Trustees who are not "interested
       persons" of the Trust.

7.2.   The Company has reviewed a copy of the Mixed and Shared Funding Order,
       and in particular, has reviewed the conditions to the requested relief
       set forth therein. The Company agrees to assist the Trust Board in
       carrying out its responsibilities under the Mixed and Shared Funding
       Order, by providing the Trust Board with all information reasonably
       necessary for the Trust Board to consider any issues raised. This
       includes, but is not limited to, an obligation by the Company to inform
       the Trust Board whenever Contract owner voting instructions are
       disregarded. The Trust Board shall record in its minutes or other
       appropriate records, all reports received by it and all action with
       regard to a conflict.

7.3.   If it is determined by a majority of the Trust Board, or a majority of
       its disinterested Trustees, that a material irreconcilable conflict
       exists, the Company shall, at its expense and to the extent reasonably
       practicable (as determined by a majority of the disinterested Trustees),
       take whatever steps are necessary to remedy or eliminate the material
       irreconcilable conflict, up to and including: (a) withdrawing the assets
       allocable to some or all of the Separate Accounts from the relevant Fund
       and reinvesting such assets in a different investment medium, including
       another Fund, or in the case of insurance

                                      -21-
<PAGE>

       company participants submitting the question as to whether such
       segregation should be implemented by a vote of all affected Contract
       owners and, as appropriate, segregating the assets of any appropriate
       group (i.e., annuity Contract owners or life insurance Contract owners of
       one or more Participating Insurance Companies) that votes in favor of
       such segregation, or offering to the affected Contract owners the option
       of making such a change; and (b) establishing a new registered management
       investment company or managed separate account.

7.4.   If the Company's disregard of voting instructions could conflict with the
       majority of Contract owner voting instructions, and the Company's
       judgment represents a minority position or would preclude a majority
       vote, the Company may be required, at the Trust's election, to withdraw
       the Separate Account's investment in the Trust and terminate this
       Agreement with respect to such Separate Account, and no charge or penalty
       will be imposed as a result of such withdrawal. Any such withdrawal and
       termination shall take place within 30 days after written notice is given
       that this provision is being implemented, subject to applicable law but
       in any event consistent with the terms of the Mixed and Shared Funding
       Order. Until such withdrawal and termination is implemented, the
       Underwriter and the Trust shall continue to accept and implement orders
       by the Company for the purchase and redemption of shares of the Trust.
       Such withdrawal and termination shall be limited to the extent required
       by the foregoing material irreconcilable conflict as determined by a
       majority of disinterested Trustees.

                                      -22-
<PAGE>

7.5.   If a particular state insurance regulator's decision applicable to the
       Company conflicts with the majority of other state insurance regulators,
       then the Company will withdraw the Separate Account's investment in the
       Trust and terminate this Agreement with respect to such Separate Account
       within 30 days after the Trust informs the Company of a material
       irreconcilable conflict, subject to applicable law but in any event
       consistent with the terms of the Mixed and Shared Funding Order. Until
       such withdrawal and termination is implemented, the Underwriter and the
       Trust shall continue to accept and implement orders by the Company for
       the purchase and redemption of shares of the Trust. Such withdrawal and
       termination shall be limited to the extent required by the foregoing
       material irreconcilable conflict as determined by a majority of
       disinterested Trustees.

7.6.   For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of
       the disinterested members of the Trust Board shall determine whether any
       proposed action adequately remedies any material irreconcilable conflict,
       but in no event will the Trust or the Underwriter be required to
       establish a new funding medium for the Contracts. The Company shall not
       be required by Section 7.3 to establish a new funding medium for the
       Contracts if an offer to do so has been declined by vote of a majority of
       Contract owners materially adversely affected by the material
       irreconcilable conflict.

7.7.   The Trust Board's determination of the existence of a material
       irreconcilable conflict and its implication will be made known in writing
       to the Company.

7.8.   The Company shall at least annually submit to the Trust Board such
       reports, materials, or data as the Trust Board may reasonably request so
       that the Trustees may fully carry out

                                      -23-
<PAGE>

     the duties imposed upon the Trust Board by the Mixed and Shared Funding
     Order, and said reports, materials and data shall be submitted more
     frequently if deemed appropriate by the Trust Board.

7.9. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
     6e-3(T) is adopted, to provide exemptive relief from any provision of the
     1940 Act or the rules promulgated thereunder with respect to mixed or
     shared funding (as defined in the Mixed and Shared Funding Order) on terms
     and conditions materially different from those contained in the Mixed and
     Shared Funding Order, the Trust and/or the Company, as appropriate, shall
     take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
     as amended, and Rule 6e-3, as adopted, to the extent such rules are
     applicable.

ARTICLE 8  Indemnification
           ---------------

8.1. Indemnification By The Company
     ------------------------------

               (a) The Company agrees to indemnify and hold harmless the Trust,
     the Underwriter, and each of the Trust's or the Underwriter's directors,
     officers, employees, or agents and each person, if any, who controls the
     Trust or the Underwriter within the meaning of such terms under the federal
     securities laws (collectively, the "indemnified parties" for purposes of
     this Section 8.1) against any and all losses, claims, damages, liabilities
     (including amounts paid in settlement with the written consent of the
     Company), or litigation (including reasonable legal and other expenses), to
     which the indemnified parties may become subject under any statute,
     regulation, at common law or otherwise, insofar as such losses, claims,
     damages, liabilities or expenses (or actions in

                                      -24-
<PAGE>

     respect thereof) or settlements are related to the sale or acquisition of
     the Trust's shares or the Contracts and:

               (i)   arise out of or are based upon any untrue statements or
                     alleged untrue statements of any material fact contained in
                     the registration statements, prospectuses or statements of
                     additional information for the Contracts or contained in
                     the Contracts, or sales literature or other promotional
                     material for the Contracts (or any amendment or supplement
                     to any of the foregoing), or arise out of or are based upon
                     the omission or the alleged omission to state therein a
                     material fact required to be stated therein or necessary to
                     make the statements therein not misleading in light of the
                     circumstances in which they were made; provided that this
                     agreement to indemnify shall not apply as to any
                     indemnified party if such statement or omission or such
                     alleged statement or omission was made in reliance upon and
                     in conformity with information furnished to the Company by
                     or on behalf of the Trust for use in the registration
                     statement, prospectus or statement of information for the
                     Contracts, or in the Contracts or sales literature (or any
                     amendment or supplement) or otherwise for use in connection
                     with the sale of the Contracts or Trust shares; or

               (ii)  arise out of or as a result of statements or
                     representations by or on behalf of the Company (other than
                     statements or representations contained in the Trust
                     registration statement, Trust prospectus or sales
                     literature or other promotional material of the Trust not
                     supplied by the Company or persons under its control) or
                     wrongful conduct of the Company or persons under its
                     control, with respect to the sale or distribution of the
                     Contracts or Trust shares; or

               (iii) arise out of any untrue statement or alleged untrue
                     statement of a material fact contained in the Trust's
                     registration statement, prospectus, statement of additional
                     information, or sales literature or other promotional
                     material of the Trust or any amendment thereof, or
                     supplement thereto or the omission or alleged omission to
                     state therein a material fact required to be stated therein
                     or necessary to make the statements therein not misleading
                     in light of the circumstances in which they were made, if
                     such a statement or omission was made in reliance upon and
                     in conformity with information furnished to the Trust by or
                     on behalf of the Company or persons under its control; or

                                      -25-
<PAGE>

               (iv)  arise as a result of any failure by the Company to provide
                     the services and furnish the materials or to make any
                     payments under the terms of this Agreement; or

               (v)   arise out of any material breach of any representation
                     and/or warranty made by the Company in this Agreement or
                     arise out of or result from any other material breach by
                     the Company of this Agreement;

     except to the extent provided in Sections 8.1(b) and 8.4 hereof.  This
     indemnification shall be in addition to any liability which the Company may
     otherwise have.

               (b)  No party shall be entitled to indemnification by the Company
     if such loss, claim, damage, liability or litigation is due to the willful
     misfeasance, bad faith, gross negligence, or reckless disregard of duty by
     the party seeking indemnification.

               (c) The indemnified parties will promptly notify the Company of
     the commencement of any litigation or proceedings against them in
     connection with the issuance or sale of the Trust shares or the Contracts
     or the operation of the Trust.

8.2. Indemnification By the Underwriter
     ----------------------------------

               (a) The Underwriter agrees to indemnify and hold harmless the
     Company and each of its directors, officers, employees, or agents and each
     person, if any, who controls the Company within the meaning of such terms
     under the federal securities laws (collectively, the "indemnified
     parties" for purposes of this Section 8.2) against any and all losses,
     claims, damages, liabilities (including amounts paid in settlement with the
     written consent of the Underwriter), or litigation (including reasonable
     legal and other expenses) to which the indemnified parties may become
     subject under any statute,

                                      -26-
<PAGE>

     regulation, at common law or otherwise, insofar as such losses, claims,
     damages, liabilities or expenses (or actions in respect thereof) or
     settlements are related to the sale or acquisition of the Trust's shares or
     the Contracts and:

               (i)   arise out of or are based upon any untrue statement or
                     alleged untrue statement of any material fact contained in
                     the registration statement, prospectus, or statement of
                     additional information for the Trust, or sales literature
                     or other promotional material of the Trust (or any
                     amendment or supplement to any of the foregoing), or arise
                     out of or are based upon the omission or the alleged
                     omission to state therein a material fact required to be
                     stated therein or necessary to make the statements therein
                     not misleading in light of the circumstances in which they
                     were made; provided that this agreement to indemnify shall
                     not apply as to any indemnified party if such statement or
                     omission or such alleged statement or omission was made in
                     reliance upon and in conformity with information furnished
                     to the Underwriter or the Trust by or on behalf of the
                     Company for use in the registration statement, prospectus,
                     or statement of additional information for the Trust or in
                     sales literature of the Trust (or any amendment or
                     supplement thereto) or otherwise for use in connection with
                     the sale of the Contracts or Trust shares; or

               (ii)  arise out of or as a result of statements or
                     representations (other than statements or representations
                     contained in the Contracts or in the Contract or Trust
                     registration statement, the Contract or Trust prospectus,
                     statement of additional information, or sales literature or
                     other promotional material for the Contracts or of the
                     Trust not supplied by the Underwriter or persons under the
                     control of the Underwriter) or wrongful conduct of the
                     Underwriter or persons under the control of the
                     Underwriter, with respect to the sale or distribution of
                     the Contracts or Trust shares; or

               (iii) arise out of any untrue statement or alleged untrue
                     statement of a material fact contained in a registration
                     statement, prospectus, statement of additional information,
                     or sales literature or other promotional material covering
                     the Contracts (or any amendment thereof or supplement
                     thereto), or the omission or alleged omission to state
                     therein a material fact required to be stated therein or
                     necessary to make the statement or statements therein not

                                      -27-
<PAGE>

                    misleading in light of the circumstances in which they were
                    made, if such statement or omission was made in reliance
                    upon and in conformity with information furnished to the
                    Company by or on behalf of the Underwriter or persons under
                    the control of the Underwriter; or

               (iv) arise as a result of any failure by the Underwriter to
                    provide the services and furnish the materials under the
                    terms of this Agreement (including a failure, whether
                    unintentional or in good faith or otherwise, to comply with
                    the diversification requirements and procedures related
                    thereto specified in Article VI of this Agreement); or

               (v)  arise out of or result from any material breach of any
                    representation and/or warranty made by the Underwriter in
                    this Agreement or arise out of or result from any other
                    material breach of this Agreement by the Underwriter;

     except to the extent provided in Sections 8.2(b) and 8.4 hereof.  This
     indemnification shall be in addition to any liability which the Underwriter
     may otherwise have.

               (b)  No party shall be entitled to indemnification by the
     Underwriter if such loss, claim, damage, liability or litigation is due to
     the willful misfeasance, bad faith, gross negligence, or reckless disregard
     of duty by the party seeking indemnification.

               (c)  The indemnified parties will promptly notify the Underwriter
     of the commencement of any litigation or proceedings against them in
     connection with the issuance or sale of the Contracts or the operation of
     each Separate Account.

8.3. Indemnification By the Trust
     ----------------------------

               (a)  The Trust agrees to indemnify and hold harmless the Company
     and each of its directors, officers, employees, or agents and each person,
     if any, who controls the Company within the meaning of such terms under the
     federal securities laws

                                      -28-
<PAGE>

     (collectively, the "indemnified parties" for purposes of this Section 8.3)
     against any and all losses, claims, damages, liabilities (including amounts
     paid in settlement with the written consent of the Trust), or litigation
     (including reasonable legal and other expenses) to which the indemnified
     parties may become subject under any statute, regulation, at common law or
     otherwise, insofar as such losses, claims, damages, liabilities or expenses
     (or actions in respect thereof) or settlements are related to the
     operations of the Trust and:

               (i)  arise as a result of any failure by the Trust to provide the
                    services and furnish the materials under the terms of this
                    Agreement (including a failure, whether unintentional or in
                    good faith or otherwise, to comply with the diversification
                    requirements and procedures related thereto specified in
                    Article VI of this Agreement); or

               (ii) arise out of or result from any material breach of any
                    representation and/or warranty made by the Trust in this
                    Agreement or arise out of or result from any other material
                    breach of this Agreement by the Trust;

     except to the extent provided in Sections 8.3(b) and 8.4 hereof.  This
     indemnification shall be in addition to any liability which the Trust may
     otherwise have.

               (b)  No party shall be entitled to indemnification by the Trust
     if such loss, claim, damage, liability or litigation is due to the willful
     misfeasance, bad faith, gross negligence, or reckless disregard of duty by
     the party seeking indemnification.

               (c)  The indemnified parties will promptly notify the Trust of
     the commencement of any litigation or proceedings against it in connection
     with the issuance or sale of the Contracts or the operation of each
     Separate Account.

8.4. Indemnification Procedure
     -------------------------

                                      -29-
<PAGE>

     Any person obligated to provide indemnification under this Article VIII
     ("indemnifying party" for the purpose of this Section 8.4) shall not be
     liable under the indemnification provisions of this Article VIII with
     respect to any claim made against a party entitled to indemnification under
     this Article VIII ("indemnified party" for the purpose of this Section 8.4)
     unless such indemnified party shall have notified the indemnifying party in
     writing within a reasonable time after the summons or other first legal
     process giving information of the nature of the claim shall have been
     served upon such indemnified party (or after such party shall have received
     notice of such service on any designated agent), but failure to notify the
     indemnifying party of any such claim shall not relieve the indemnifying
     party from any liability which it may have to the indemnified party against
     whom such action is brought under the indemnification provision of this
     Article VIII, except to the extent that the failure to notify results in
     the failure of actual notice to the indemnifying party and such
     indemnifying party is damaged solely as a result of failure to give such
     notice. In case any such action is brought against the indemnified party,
     the indemnifying party will be entitled to participate, at its own expense,
     in the defense thereof. The indemnifying party also shall be entitled to
     assume the defense thereof, with counsel satisfactory to the party named in
     the action. After notice from the indemnifying party to the indemnified
     party of the indemnifying party's election to assume the defense thereof,
     the indemnified party shall bear the fees and expenses of any additional
     counsel retained by it, and the indemnifying party will not be liable to
     such party under this Agreement for any legal or other expenses
     subsequently incurred by such party

                                      -30-
<PAGE>

     independently in connection with the defense thereof other than reasonable
     costs of investigation, unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the retention of such
     counsel or (ii) the named parties to any such proceeding (including any
     impleaded parties) include both the indemnifying party and the indemnified
     party and representation of both parties by the same counsel would be
     inappropriate due to actual or potential differing interests between them.
     The indemnifying party shall not be liable for any settlement of any
     proceeding effected without its written consent but if settled with such
     consent or if there be a final judgment for the plaintiff, the indemnifying
     party agrees to indemnify the indemnified party from and against any loss
     or liability by reason of such settlement or judgment.

          A successor by law of the parties to this Agreement shall be entitled
     to the benefits of the indemnification contained in this Article VIII.  The
     indemnification provisions contained in this Article VIII shall survive any
     termination of this Agreement.

                                      -31-
<PAGE>

ARTICLE 9   Applicable Law
            --------------

9.1.   This Agreement shall be construed and the provisions hereof interpreted
       under and in accordance with the laws of the State of Delaware without
       giving effect to conflicts of laws provisions thereof.

9.2.   This Agreement shall be subject to the provisions of the 1933, 1934, and
       1940 Acts, and the rules, regulations, and rulings thereunder, including
       such exemptions from those statutes, rules and regulations as the SEC may
       grant (including, but not limited to, the Mixed and Shared Funding Order)
       and the terms hereof shall be interpreted and construed in accordance
       therewith.

ARTICLE 10  Termination
            -----------
10.1.  This Agreement shall terminate automatically in the event of its
       assignment, unless made with written consent of each party; or:

               (a) at the option of any party upon six months advance written
       notice to the other parties; or

               (b) at the option of the Company if shares of the Funds
       delineated in Exhibit B are not reasonably available to meet the
       requirements of the Contracts as determined by the Company; or

               (c) at the option of the Trust upon institution of formal
       proceedings against the Company by the NASD, the SEC, the insurance
       commission of any state or any other regulatory body, which would have a
       material adverse effect on the Company's ability to perform its
       obligations under this Agreement; or

                                      -32-
<PAGE>

               (d) at the option of the Company upon institution of formal
       proceedings against the Trust or the Underwriter by the NASD, the SEC, or
       any state securities or insurance department or any other regulatory
       body, which would have a material adverse effect on the Underwriter's or
       the Trust's ability to perform its obligations under this Agreement; or

               (e) at the option of the Trust or the Underwriter by written
       notice to the Company, if the Company gives the Trust and the Underwriter
       the written notice specified in Section 1.8(b) hereof and at the time
       such notice was given there was no notice of termination outstanding
       under any other provision of this Agreement; provided, however, any
       termination under this Section 10.1(e) shall be effective sixty (60) days
       after the notice specified in Section 1.8(b) was given; or

               (f) at the option of the Company or the Trust upon a
       determination by a majority of the Trust Board, or a majority of the
       disinterested Trustees, that a material irreconcilable conflict exists
       among the interests of (i) all contract owners of variable insurance
       products of all separate accounts, or (ii) the interests of the
       Participating Insurance Companies investing in the Trust as delineated in
       Article VII of this Agreement; or

               (g) at the option of the Company if the Trust ceases to qualify
       as a Regulated Investment Company under Subchapter M of the Internal
       Revenue Code, or under any successor or similar provision, or if the
       Company reasonably believes that the Trust may fail to so qualify; or

                                      -33-
<PAGE>

               (h) at the option of the Company if the Trust fails to meet the
     diversification requirements specified in Article VI hereof or if the
     Company reasonably believes that the Trust will fail to meet such
     requirements; or

               (i) at the option of any party to this Agreement, upon another
     party's material breach of any provision of this Agreement; or

               (j) at the option of the Company, if the Company determines in
     its sole judgment exercised in good faith, that either the Trust or the
     Underwriter has suffered a material adverse change in its business,
     operations, or financial condition since the date of this Agreement or is
     the subject of material adverse publicity which is likely to have a
     material adverse impact upon the business and operations of the Company or
     the Contracts (including the sale thereof); or

               (k) at the option of the Trust or Underwriter, if the Trust or
     Underwriter respectively, shall determine in its sole judgment exercised in
     good faith, that the Company has suffered a material adverse change in its
     business, operations, or financial condition since the date of this
     Agreement or is the subject of material adverse publicity which is likely
     to have a material adverse impact upon the business and operations of the
     Trust or Underwriter; or

               (l) subject to the Trust's compliance with Article VI hereof, at
     the option of the Trust in the event any of the Contracts are not issued or
     sold in accordance with applicable requirements of federal and/or state
     law.  Termination shall be effective immediately upon such occurrence
     without notice.

                                      -34-
<PAGE>

10.2.  Notice Requirement
       ------------------

               (a)  In the event that any termination of this Agreement is based
       upon the provisions of Article VII, such prior written notice shall be
       given in advance of the effective date of termination as required by such
       provisions.

               (b)  In the event that any termination of this Agreement is based
       upon the provisions of Sections 10.l(b) - (d) or 10.1(g) - (i), prompt
       written notice of the election to terminate this Agreement for cause
       shall be furnished by the party terminating the Agreement to the non-
       terminating parties, with said termination to be effective upon receipt
       of such notice by the non-terminating parties.

               (c)  In the event that any termination of this Agreement is based
       upon the provisions of Sections 10.1(j) or 10. l(k), prior written notice
       of the election to terminate this Agreement for cause shall be furnished
       by the party terminating this Agreement to the nonterminating parties.
       Such prior written notice shall be given by the party terminating this
       Agreement to the non-terminating parties at least 30 days before the
       effective date of termination.

10.3.  It is understood and agreed that the right to terminate this Agreement
       pursuant to Section 10.1(a) may be exercised for any reason or for no
       reason.

10.4.  Effect of Termination
       ---------------------

               (a)  Notwithstanding any termination of this Agreement pursuant
       to Section 10.1 of this Agreement and subject to Section 1.3 of this
       Agreement, the Company may require the Trust and the Underwriter to
       continue to make available

                                      -35-
<PAGE>

       additional shares of the Trust for so long after the termination of this
       Agreement as the Company desires pursuant to the terms and conditions of
       this Agreement as provided in paragraph (b) below, for all Contracts in
       effect on the effective date of termination of this Agreement
       (hereinafter referred to as "Existing Contracts"). Specifically, without
       limitation, the owners of the Existing Contracts shall be permitted to
       reallocate investments in the Trust, redeem investments in the Trust
       and/or invest in the Trust upon the making of additional purchase
       payments under the Existing Contracts. The parties agree that this
       Section 10.4 shall not apply to any terminations under Article VII and
       the effect of such Article VII terminations shall be governed by Article
       VII of this Agreement.

               (b) If shares of the Trust continue to be made available after
       termination of this Agreement pursuant to this Section 10.4, the
       provisions of this Agreement shall remain in effect except for Section
       10.l(a) and thereafter the Trust, the Underwriter, or the Company may
       terminate the Agreement, as so continued pursuant to this Section 10.4,
       upon written notice to the other party, such notice to be for a period
       that is reasonable under the circumstances but need not be for more than
       90 days.

10.5.  The Company shall not redeem Fund shares attributable to the Contracts
       (as opposed to Fund shares attributable to the Company's assets held in
       the Account) except (i) as necessary to implement Contract Owner
       initiated or approved transactions, or (ii) as required by state and/or
       federal laws or regulations or judicial or other legal precedent of
       general application (hereinafter referred to as a "Legally Required
       Redemption"). Upon

                                      -36-
<PAGE>

       request, the Company will promptly furnish to the Trust and the
       Underwriter the opinion of counsel for the Company (which counsel shall
       be reasonably satisfactory to the Trust and the Underwriter) to the
       effect that any redemption pursuant to clause (ii) above is a Legally
       Required Redemption. Furthermore, except in cases where permitted under
       the terms of the Contracts, the Company shall not prevent Contract Owners
       from allocating payments to a Fund that was otherwise available under the
       Contracts without first giving the Trust or the Underwriter 90 days
       notice of its intention to do so.

                                      -37-
<PAGE>

ARTICLE 11  Notices
            -------

       Any notice shall be deemed duly given only if sent by hand, evidenced by
       written receipt or by certified mail, return receipt requested, to the
       other party at the address of such party set forth below or at such other
       address as such party may from time to time specify in writing to the
       other party. All notices shall be deemed given three business days after
       the date received or rejected by the addressee.

          If to the Trust:  Wells Fargo Variable Trust
                            111 Center Street
                            Little Rock, AK 72201

                            Attention: Richard H. Blank, Secretary

                            Copy:  C. David Messman, Esq.
                                   Vice President & Senior Counsel
                                Wells Fargo Bank
                                Legal Department
                                633 Folsom Street - 7th Floor
                                San Francisco, CA 94107-3600

          If to the Company:


                                  Attention:

          If to the Underwriter:  Stephens Inc.
                                  111 Center Street
                                  Little Rock, AK 72201

                                  Attention: Richard H. Blank, Vice President

ARTICLE XII    Miscellaneous
               -------------

                                      -38-
<PAGE>

11.1.  All persons dealing with the Trust must look solely to the property of
       the Trust for the enforcement of any claims against the Trust as neither
       the Trustees, officers, agents or shareholders assume any personal
       liability for obligations entered into on behalf of the Trust.

11.2.  Subject to law and regulatory authority, each party hereto shall treat as
       confidential all information reasonably identified as such in writing by
       any other party hereto (including without limitation the names and
       addresses of the owners of the Contracts) and, except as contemplated by
       this Agreement, shall not disclose, disseminate, or utilize such
       confidential information until such time as it may come into the public
       domain without the express prior written consent of the affected party.

11.3.  The captions in this Agreement are included for convenience of reference
       only and in no way define or delineate any of the provisions hereof or
       otherwise affect their construction or effect.

11.4.  This Agreement may be executed simultaneously in two or more
       counterparts, each of which taken together shall constitute one and the
       same instrument.

11.5.  If any provision of this Agreement shall be held or made invalid by a
       court decision, statute, rule or otherwise, the remainder of the
       Agreement shall not be affected thereby.

11.6.  This Agreement shall not be assigned by any party hereto without the
       prior written consent of all the parties.

11.7.  Each party hereto shall cooperate with each other party and all
       appropriate governmental authorities (including without limitation the
       SEC, the NASD, and state insurance

                                      -39-
<PAGE>

       regulators) and shall permit each other and such authorities reasonable
       access to its books and records in connection with any investigation
       or inquiry relating to this Agreement or the transactions contemplated
       hereby.

11.8.  Each party represents that the execution and delivery of this Agreement
       and the consummation of the transactions contemplated herein have been
       duly authorized by all necessary corporate or trust action, as
       applicable, by such party and when so executed and delivered this
       Agreement will be the valid and binding obligation of such party
       enforceable in accordance with its terms.

11.9.  The parties to this Agreement may amend the schedules to this Agreement
       from time to time to reflect changes in or relating to the Contracts, the
       Separate Accounts or the Funds of the Trust.

11.10. The Trust has filed a Certificate of Trust with the Secretary of State of
       The State of Delaware. The Company acknowledges that the obligations of
       or arising out of the Trust's Declaration of Trust are not binding upon
       any of the Trust's Trustees, officers, employees, agents or shareholders
       individually, but are binding solely upon the assets and property of the
       Trust in accordance with its proportionate interest hereunder. The
       Company further acknowledges that the assets and liabilities of each Fund
       are separate and distinct and that the obligations of or arising out of
       this instrument are binding solely upon the assets or property of the
       Fund on whose behalf the Trust has executed this instrument. The Company
       also agrees that the obligations of each Fund hereunder shall

                                      -40-
<PAGE>

       be several and not joint, in accordance with its proportionate interest
       hereunder, and the Company agrees not to proceed against any Fund for the
       obligations of another Fund.

11.11. Except as otherwise expressly provided in this Agreement, neither the
       Trust nor the underwriter nor any affiliate thereof shall use any
       trademark, trade name, service mark or logo of the Company or any of its
       affiliates, or any variation of any such trademark, trade name service
       mark or logo, without the Company's prior consent, the granting of which
       shall be at the Company's sole option. Except as otherwise expressly
       provided in this Agreement, neither the Company nor any affiliate thereof
       shall use any trademark, trade name, service mark or logo of the Trust or
       of the Underwriter, or any variation of any such trademark, trade name,
       service mark or logo, without the prior consent of either the Trust or of
       the Underwriter, as appropriate, the granting of which shall be at the
       sole option of the Trust or of the Underwriter, as applicable.

                                      -41-
<PAGE>

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

       Wells Fargo Variable Trust


       By:  ______________________________________

       Name:  Richard H. Blank

       Title: Secretary


       ____________ Life Insurance Company

       By:   _____________________________________

       Name:  ____________________________________

       Title:  ___________________________________


       Stephens Inc.


       By:  ______________________________________

       Name:   Richard H. Blank

       Title:   Vice President
<PAGE>

                                   EXHIBIT A

                        Separate Accounts and Contracts
                    Subject to the Participation Agreement
                    --------------------------------------

                                      -43-
<PAGE>

                                   EXHIBIT B

                 Funds Subject to the Participation Agreement
                 --------------------------------------------

<PAGE>

                                                              Exhibit 99.B(H)(6)
                       FEE AND EXPENSE AGREEMENT BETWEEN
                        WELLS FARGO VARIABLE TRUST AND
                            WELLS FARGO BANK, N.A.



       THIS AGREEMENT is made as of this 20th day of September, 1999 by and
among Wells Fargo Variable Trust (the "Trust"), a Delaware business trust, for
itself and on behalf of its series listed on Schedule A-1 and A-2 attached
hereto, and Wells Fargo Bank, N.A., a banking association organized under the
laws of the United States.

       WHEREAS, the Trust  is an open-end investment company registered under
the Investment Company Act of 1940;

       WHEREAS, Wells Fargo Bank, N.A. (the Adviser") serves as investment
advisor and/or the administrator to each of the series of the Trust pursuant to
an investment advisory agreement (the "Investment Advisory Agreement") and/or an
Administration Agreement ("Administration Agreement"); and

       NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

       1.   Limitation of Total Operating Expense Ratios--Investment Advisory,
Administration Fee Ratios and Other Expenses.  The parties hereby agree that the
Advisor shall waive any advisory fees payable to it under the Investment
Advisory Agreements, waive any administration fees payable to it under the
Administration Agreements, or reimburse other expenses of each fund to the
extent necessary to not exceed the total operating expense ratios ("Capped
Operating Expense Ratios") for each fund, as set forth in Schedule A attached
hereto.

       2.   Duration of  the Agreement.  The parties agree that Wells Fargo will
maintain the total operating expense ratios for each fund listed in Schedule A
for a period of one year from the closing of the reorganization of the Wells
Fargo and Norwest Advantage Fund families ("Absolute Waiver Period").  After the
Absolute Waiver Period has ended, the parties agree that the Capped Operating
Expense Ratios for each Fund may be increased only with the approval of the
Board of Trustees of the Trust.

       4.   Entire Agreement; Modification; Amendment.  This Agreement
constitutes the entire agreement of the parties with respect to its subject
matter.  Each provision herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the enforceability of any such other provision or agreement.  In addition, each
provision herein shall be treated as separate and independent with respect to
each fund of the Trust.  No modification or amendment of this Agreement shall be
binding unless in writing and executed by the Advisor and the appropriate
Trust(s).
<PAGE>

       IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date above first written.


WELLS FARGO VARIABLE TRUST, for              WELLS FARGO BANK, N.A.
itself and on behalf of its series
listed on Schedule A attached hereto


By:  /s/ Richard H. Blank, Jr.               By: /s/ Michael J. Hogan
    --------------------------------             -------------------------------
   Richard H. Blank, Jr.                         Michael J. Hogan
   Assistant Secretary                           Executive Vice President


                                             By: /s/ Elizabeth A. Gottfried
                                                 -------------------------------
                                                 Elizabeth A. Gottfried
                                                 Vice President
<PAGE>

                                  SCHEDULE A

                          WELLS FARGO VARIABLE TRUST
                      Capped operating expense ratios for
                     an absolute waiver period of one year
                      from closing of the reorganization

<TABLE>
<CAPTION>
Name of fund                                           Capped operating
                                                        expense ratio
- --------------------------------------------------------------------------------
<S>                                                     <C>
Asset Allocation                                           1.00%
- --------------------------------------------------------------------------------
Corporate Bond                                             0.90%
- --------------------------------------------------------------------------------
Equity Value                                               1.00%
- -------------------------------------------------------------------------------
Equity Income                                              1.00%
- -------------------------------------------------------------------------------
Growth                                                     1.00%
- -------------------------------------------------------------------------------
Large Company Growth                                       1.00%
- -------------------------------------------------------------------------------
Money Market                                               0.85%
- -------------------------------------------------------------------------------
Small Cap Growth                                           1.20%
- -------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                              Exhibit 99.B(H)(7)

                          WELLS FARGO VARIABLE TRUST

                         SECURITIES LENDING AGREEMENT

     This Agreement, made as of the 20th day of September, 1999, by and among
Wells Fargo Variable Trust (the "Trust") on behalf of its funds now existing or
hereafter created (the "Funds"), Wells Fargo Bank, N.A., as adviser for the
Funds ("Wells Fargo") and Norwest Bank Minnesota, N.A., as custodian for the
Funds (the "Custodian").

     WHEREAS, the Custodian has established a securities lending program (the
"Program") to permit its retirement plan, trust and custody clients to loan
securities;

     WHEREAS, the Funds listed in Exhibit A desire to participate in the Program
and the Board of Trustees having approved their participation in the Program;
and

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Adviser's Activities
         --------------------

         As investment adviser to the Funds, Wells Fargo's responsibility with
         respect to securities lending activities shall be to perform or
         supervise the performance by sub-advisers or, to the extent delegated
         by this Agreement, the Custodian, in accordance with securities lending
         guidelines approved by the Board of Trustees of the Trust (the
         "Guidelines"), of the following:

         a.  To negotiate or approve the terms and conditions of securities
             loans entered into by the Funds.

         b.  To evaluate the creditworthiness of and select borrowers (the
             "Borrowers").

         c.  To invest any cash collateral received from the Borrowers or
             obtained through repurchase transactions with respect to non-cash
             collateral received from the Borrowers.

         d.  To identify to the Custodian securities in the Funds that are
             eligible to be loaned under the Program and securities that are not
             eligible to b e loaned.

         e.  To provide to the Custodian a schedule of permitted lending rates.

         f.  To update all such information as necessary in consultation with
             the Custodian.

                                       1
<PAGE>

     2.  Delegation of Authority
         -----------------------

         Wells Fargo hereby delegates to the Custodian the administration of the
         Funds' securities lending activities, subject to the monitoring and
         supervision of Wells Fargo and/or the appropriate sub-advisers (the
         "Advisers"), and the Custodian hereby accepts such delegation. Pursuant
         to this delegation of authority:

         a.  The Custodian may only enter into loans on terms and conditions
             approved by the Advisers (the "Securities Loan Agreement").

         b.  The Custodian may only enter into loans with entities whose
             creditworthiness have been evaluated by the Advisers and who have
             been approved by the Advisers to act as Borrowers.

         c.  The Custodian may only invest cash collateral received from the
             Borrowers or obtained through repurchase arrangements with respect
             to non-cash collateral in securities specified by the Adviser in
             writing, as provided to the Custodian from time to time.

         d.  The Advisers retain full discretion and power to prevent any loan
             from being made or to instruct the Custodian to terminate any loan
             once made.

     3.  Custodian's Activities
         ----------------------

         For the compensation described below and in accordance with the
         Guidelines, and subject to the direction and supervision of the
         Advisers, the Custodian undertakes the following:

         a.  To enter into a Securities Loan Agreement with each Borrower
             setting forth the general terms governing loans made under the
             Program.

         b.  To open an account (the "Account") for each Fund participating in
             the Program. Each loan made will be made on behalf of and solely
             for the benefit of an Account.

         c.  To implement loans consistent with its delegated authority and with
             the Funds' prospectuses directly or through a finder, for a minimum
             of one day but within the term as set forth in the Guidelines,
             retaining the power to terminate the loan at any time unless
             otherwise agreed with the Funds.

         d.  To require each loan when made to be collateralized in the amount
             of 102% of the market value of any domestic securities loaned or
             105% of the market value of any international securities loaned, as
             the case may be, and accrued interest.

         e.  To mark each loaned security to market daily using the closing
             valuation as of the prior business day. The Custodian shall use a
             pricing service to

                                       2
<PAGE>

             obtain market valuation. If the market value of the given
             collateral falls to 100% of the market value of the loaned security
             plus accrued interest, the Custodian shall request additional
             collateral from the Borrower to bring the collateralization back to
             102% for any domestic securities loaned or 105% for any
             international securities loaned. Collateral in excess of 102% or
             105%, as the case may be, will be returned to the Borrower if
             requested.

         f.  To receive and take possession of collateral in the form of cash,
             government securities (as defined in the Investment Company Act of
             1940 (the "Act")), irrevocable letters of credit issued by certain
             approved banks, or such other collateral as may be permitted by the
             Securities and Exchange Commission (the "Commission") or its staff.
             To the extent permitted under the Act, and as interpreted by the
             staff of the Commission or pursuant to any exemptive order
             thereunder, cash received from all loans from Accounts may be
             commingled for investment purposes. Such cash may be invested only
             in securities approved in writing by the Advisers that are
             permissible investments for each Fund.

         g.  Normally, securities loaned and cash or government securities
             transferred as collateral will be processed, similar to security
             purchases and sales, through the Depository Trust Company or a
             Federal Reserve Bank or any other appropriate clearing organization
             (the "Clearing Organization").

     4.  Allocation of Security Loans Among Participants
         -----------------------------------------------

         The Custodian maintains a list of securities available for lending
         through the Program, including available Fund securities. The Custodian
         will use reasonable efforts to allocate loans among participants in the
         Program in a way that is fair to all participants, including the Funds.
         As a result of this allocation, the Funds understand that a single
         Borrower may be lent a significant portion, or all, of the Funds'
         securities available for lending. The Funds also understand that other
         Program participants may absorb all demand for particular securities
         and that the Funds' securities may not be loaned even where identical
         securities are being loaned by the Custodian as part of the Program on
         behalf of other participants.

     5.  Termination of Any Security Loan
         --------------------------------

         A loan may be terminated by the Custodian or the Borrower at any time
         pursuant to the Securities Loan Agreement covering the loan. The
         Advisers may request the Custodian to terminate any loan of securities
         for any reason at any time. Upon such loan termination, the Custodian
         will take delivery or receive through a Clearing Organization the
         securities to be returned. The Custodian will return to the Borrower
         directly or through the Clearing Organization the collateral securing
         the loan. The Securities Loan Agreement will provide for the return of
         corporate securities no later than the third business day following
         loan termination notice and, in the case of government

                                       3
<PAGE>

         securities, no later than the next business day following loan
         termination notice. Notwithstanding the foregoing, the Custodian will
         have a reasonable time after receiving the Advisers' loan termination
         request to liquidate cash collateral investments prior to terminating
         the loan.

     6.  Portfolio Investment Activity and Corporate Actions in Regard to Loaned
         -----------------------------------------------------------------------
         Securities
         ----------

         The Funds' Accounts are entitled to all cash dividends, stock
         dividends, stock splits, rights of distribution, conversion privileges,
         tender and exchange offers, and similar corporate actions with respect
         to any loaned securities as if the securities had not been loaned.
         During any period when securities are loaned, the Funds waive their
         right to vote such securities. The Funds may regain the right to vote
         securities by causing a timely termination of a loan in advance of the
         record date established for determining stockholder entitlement to
         vote. Any securities of the portfolio that are on loan may be sold by
         the Advisers at any time. Upon receipt by the Custodian of notice from
         the Advisers of any sale, the Custodian will initiate action to
         terminate the loan of the securities sold. If such notice is not
         received by the Custodian, the Custodian assumes no liability for the
         failure of the transaction to settle on contractual settlement date.

     7.  Recordkeeping and Reporting
         ---------------------------

         The Custodian will monitor daily the value of the loaned security and
         the collateral. The Custodian will provide recordkeeping and accounting
         services necessary for the operation of the Program. The Custodian will
         keep security loan records separate from the Funds' custodial or
         fiduciary portfolio records. The Custodian will credit income from each
         loan to the Funds' Accounts at least once a month. The Custodian will
         provide the Advisers with a detailed monthly report, which shall
         include all loan activity, Borrowers to whom loans were made, and
         income earned. The Custodian will also provide the Advisers with a list
         of each Fund's securities lending positions on a daily basis and will
         provide such other reports as the Advisers or the Board of Trustees of
         the Trust may reasonably request.

     8.  Fees
         ----

         In acting as Custodian for the Funds, the Custodian will receive a
         transaction-based charge for every securities movement in the Account
         associated with each loan (the "Transaction Charge"). The Transaction
         Charge will be in the amounts shown on Exhibit B to this Agreement,
         provided that, on a monthly basis, the aggregate Transaction Charge
         shall not exceed 40% of the Account Revenues, as defined below. Total
         Transaction Charges will be determined and charged monthly. As of the
         effective date of this Agreement, an exemptive order (the "Order") is
         being sought from the Commission, which would permit the Custodian to
         receive a percentage of the Account Revenues.

                                       4
<PAGE>

         As used herein, "Account Revenues" means all revenue, in the form of
         (a) earnings on the investment of cash collateral provided by a
         Borrower in connection with a loan from an Account through the Program,
         net of any agreed-upon amount payable to the Borrower out of such
         earnings, or (b) separate lending fees payable by a Borrower when the
         collateral provided by the Borrower is in the form of letters of credit
         or government securities, in each case net of expenses. Until the Order
         is obtained, and all conditions of the Order have been satisfied, the
         Funds will retain all Account Revenues. After the Order is obtained,
         and all conditions of the Order have been satisfied, the Funds will
         receive 60% of the Account Revenues, and the Custodian will receive the
         remaining 40% of the Account Revenues in lieu of the Transaction
         Charge. Account Revenues will be calculated and credited monthly.

     9.  Risk of Loss
         ------------

         The Funds assume all risk of loss arising out of Borrower defaults on
         return of lent securities, collateral deficiencies or collateral
         investment loss, provided the terms and conditions of this Agreement
         and the Guidelines have been observed by the Custodian. If the Borrower
         defaults on the return of a lent security, in accordance with the
         Securities Loan Agreement, the Funds or the Custodian, if authorized,
         may purchase securities identical to the lent securities (or their
         equivalent in the event of reorganization, recapitalization or merger
         of the issuer of the borrowed security) and may apply the collateral to
         the payment of the purchase price, expenses and other obligations under
         the Securities Loan Agreement. The Custodian assumes all risk of loss
         arising out of negligent operation of its Program or any failure by it
         to observe the terms and conditions of this Agreement or the
         Guidelines.

     10. Termination
         -----------

         This Agreement may be terminated at any time by any party upon 60 days'
         written notice to the others. Upon mutual agreement, the parties may
         waive all or part of the notice period. The Custodian will terminate
         all loans from the Funds' Accounts in accordance with the Security Loan
         Agreement in time for lent securities to be returned to the Funds prior
         to the effective date of any such termination.

     11. Construction
         ------------

         Each Fund shall be deemed to have entered into this Agreement severally
         and not jointly, and the provisions of this Agreement shall be
         construed accordingly. Each reference hereunder to the Funds or a Fund
         shall be deemed a separate reference solely to the Fund to which a
         particular loan under this Agreement relates. Under no circumstances
         shall the rights, obligations or remedies hereunder with respect to a
         particular Fund constitute a right, obligation or remedy applicable to
         any other Fund. In particular, and

                                       5
<PAGE>

         without otherwise limiting the scope of this Section: (i) the
         collateral and mark to market requirements specified in Section 3 of
         this Agreement shall be calculated separately based solely upon the
         loans entered into by each Fund; and (ii) the Custodian shall have no
         right to set off claims against or amounts owed by one Fund by applying
         property of another Fund.

     12. Notices
         -------

         Notice to the Funds shall be directed and mailed as follows:


                     Wells Fargo Variable Trust
                     111 Center Street, Suite 300
                     Little Rock, AR 72201
                     Attn:  Richard H. Blank, Jr.

                     With a copy to:

                     Morrison & Foerster LLP
                     2000 Pennsylvania Avenue, N.W., #5500
                     Washington, DC 20006
                     Attn:  Marco E. Adelfio

         Notice to the Advisers shall be directed and mailed as follows:

                     Wells Fargo Bank, N.A.
                     525 Market Street, 12th Floor
                     San Francisco, CA 94105
                     Attn:  Michael J. Hogan

                     With a copy to:

                     Wells Fargo Bank, N.A.
                     633 Folsom Street, 7th Floor
                     San Francisco, CA 94107
                     Attn:  C. David Messman

         Notice to the Custodian shall be directed and mailed as follows:

                     Norwest Bank Minnesota, N.A.
                     Investment Management & Trust- Securities Lending
                     Norwest Center
                     Sixth Street and Marquette Avenue
                     Minneapolis, MN 55479-0029
                     Attn:  Robert G. Smith

                                       6
<PAGE>

     13. Section Headings
         ----------------

         The headings of sections in this Agreement are inserted for convenience
         of reference and shall not be deemed to be a part of or used in the
         construction of this Agreement.

     14. Governing Law
         -------------

         This Agreement and all transactions hereunder shall be governed by,
         interpreted, construed and enforced in accordance with the laws of the
         State of California.

     15. Successors and Assigns
         ----------------------

         This Agreement shall be binding on and enforceable against the
         successors and assigns of the parties. This Agreement may not be
         assigned by any party without the prior written consent of the other
         parties hereto.

     16. Effective Date and Term
         -----------------------

         This Agreement shall be effective on the 20th day of September, 1999.
         This Agreement shall continue in effect for one year, unless earlier
         terminated in accordance with Section 10, and from year to year
         thereafter provided it shall be renewed at least annually by the
         Trust's Board of Trustees, including a majority of the Trust's
         disinterested Trustees.

                                       7
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
                                   WELLS FARGO VARIABLE TRUST


                                   By:/s/ Richard H. Blank, Jr.
                                      --------------------------
                                          Richard H. Blank, Jr.
                                          Assistant Secretary


                                   WELLS FARGO BANK, N.A.


                                   By:/s/ Michael J. Hogan
                                      ---------------------
                                          Michael J. Hogan
                                          Executive Vice President


                                   By:/s/ Karla Rabusch
                                      ------------------
                                          Karla Rabusch
                                          Vice President


                                   NORWEST BANK MINNESOTA, N.A.


                                   By:/s/ P. Jay Kiedrowski
                                      ----------------------
                                          P. Jay Kiedrowski
                                          Executive Vice President

                                       8
<PAGE>

                                   Exhibit A

                                   Funds of
                          Wells Fargo Variable Trust

                             Asset Allocation Fund
                              Corporate Bond Fund
                              Equity Income Fund
                               Equity Value Fund
                                  Growth Fund
                           International Equity Fund
                           Large Company Growth Fund
                               Money Market Fund
                             Small Cap Growth Fund


Approved by the Board of Trustees: August 19, 1999
<PAGE>

                                   Exhibit B

                 Fee Schedule for Securities Lending Activity
                 --------------------------------------------

                      $25.00 for each new loan and return
              $5.00 for each debit mark and credit mark per loan
     Reasonable hourly charges as required for special lending situations


Effective Date:  September 20, 1999

<PAGE>

                     [MORRISON & FOERSTER LLP LETTERHEAD]



                              September 20, 1999



Wells Fargo Variable Trust
111 Center Street
Little Rock, Arkansas  72201

          Re:  Shares of Beneficial Interest
               of Wells Fargo Variable Trust
               -----------------------------

Ladies/Gentlemen:

          We refer to the Registration Statement on Form N-1A (SEC File Nos.
333-74283 and 811-09255) (the "Registration Statement") of Wells Fargo Variable
Trust (the "Trust") relating to the registration of an indefinite number of
shares of beneficial interest of the Trust (collectively, the "Shares").

          We have been requested by the Trust to furnish this opinion as Exhibit
(i) to the Registration Statement.

          We have examined documents relating to the organization of the Trust
and its series and the authorization and issuance of shares of its series.

          Based upon and subject to the foregoing, we are of the opinion that:

          The issuance and sale of the Shares by the Trust has been duly and
validly authorized by all appropriate corporate action, and assuming delivery by
sale or in accord with the Trust's dividend reinvestment plan in accordance with
the description set forth in the Funds' current prospectuses under the
Securities Act of 1933, as amended, the Shares will be legally issued, fully
paid and nonassessable by the Trust.
<PAGE>

          We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

          In addition, we hereby consent to the use of our name and to the
reference to the description of advice rendered by our firm under the heading
"Counsel" in the Statement of Additional Information, which is included as part
of the Registration Statement.


                                           Very truly yours,

                                           /s/ MORRISON & FOERSTER LLP

                                           MORRISON & FOERSTER LLP

<PAGE>

                         INDEPENDENT AUDITORS' CONSENT


The Board of Trustees
Life & Annuity Trust
Norwest Select Funds, and
Wells Fargo Variable Trust:

We consent to the use of our reports on the financial statements of Life &
Annuity Trust and the Norwest Select Funds (which are the predecessors to Wells
Fargo Variable Trust) incorporated herein by reference and to the references to
our firm under the headings "Financial Highlights" in the Prospectus and
"Independent Auditors" in the Statement of Additional Information.

/s/ KPMG LLP

San Francisco, California
September 17, 1999


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