<PAGE>
As filed with the Securities and Exchange Commission
on May 1, 2000
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 [_]
Post-Effective Amendment No. 6 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 8 [X]
(Check appropriate box or boxes)
________________________
WELLS FARGO VARIABLE TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
__________________________
Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006
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>
WELLS 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
Example of Expenses
4 Objectives and Principal Strategies
Important Risks
See Individual Fund Summaries
General Investment Risks
5 Not applicable
6 Organization and Management of the Funds
7 Your Account
Dividends and Distributions
Taxes
8 Distribution Plan
Exchanges
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 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. 6 (the "Amendment") to the Registration
Statement of Wells Fargo Variable Trust (the "Trust") is being filed to add to
the Trust's Registration Statement audited financial statements and certain
other financial information for the year ended December 31, 1999, for the Asset
Allocation, Corporate Bond, Equity Income, Equity Value, Growth, Large Company
Growth, Money Market, and Small Cap Growth Funds, and to make certain other
changes to the prospectuses and statements of additional information 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.
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
Money Market Fund
Small Cap Growth Fund
MAY 1
2000
<PAGE>
Table of Contents Variable Trust Funds
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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 15
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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
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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
<PAGE>
Variable Trust Funds Overview
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See the individual Fund descriptions in this Prospectus for further details.
Words appearing in italicized print and highlighted in color are defined in the
Glossary.
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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
Money Market Fund Seeks current income,while preserving
capital and liquidity.
Small Cap Growth Fund Seeks long-term capital appreciation.
4 Variable Trust Prospectus
<PAGE>
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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
"normal" 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 type
of instruments, such as asset-backed securities, thereby affecting their
value and the return on your investment.
6 Variable Trust Prospectus
<PAGE>
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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 determinations or that an
asset class we believe is undervalued will
Asset Allocation Fund 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 similar
Corporate Bond Fund 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
Equity Income Fund rate changes than 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
Equity Value Fund expected. Stocks of 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 addition, at times, the overall
Growth Fund 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 volatile
International Equity Fund 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
Large Company Growth Fund unprecedented appreciation in recent
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.
Although the Fund seeks to maintain a stable
Money Market Fund net asset value of $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
Small Cap Growth Fund industries and/or new technologies.Because
the Fund may invest in such aggressive
securities,share prices may rise and fall
more than the share prices of other funds.In
addition,our active trading investment
strategy may result in a higher-than-average
portfolio turnover ratio,increased trading
expenses,and higher short-term capital
gains.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, five-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, International Equity Fund and Large Company
Growth Fund have not been in operation for at least a calendar
year, therefore, performance information is not shown for these Funds.
Asset Allocation Fund Calendar Year Returns (%)
[GRAPH]
'95 28.95
'96 11.46
'97 20.88
'98 25.26
'99 9.33
Best Qtr.: Q4 '98 . 15.86% Worst Qtr.: Q3 '98 . -5.38%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year 5 years Inception
WFVT Asset Allocation Fund (Incept. 4/15/94) 9.33 18.93 16.61
S&P 500 Index1 21.04 28.56 25.66
LB Gov't./Corp. Bond Index2 -2.15 7.61 6.76
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 (%)
[GRAPH]
'97 26.90
'98 18.42
'99 7.90
Best Qtr.: Q4 '98 o 15.63% Worst Qtr.: Q3 '98 o -9.73%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year Inception
WFVT Equity Income Fund (Incept.5/6/96) 7.90 17.14
S&P 500 Index1 21.04 26.75
1. S&P 500 is a registered trademark of Standard & Poor's.
10 Variable Trust Prospectus
<PAGE>
Equity Value Fund Calendar Year Returns (%)
[GRAPH]
'99 -2.48
Best Qtr.: Q2 '99 o 10.87% Worst Qtr.: Q3 '99 o -13.64%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year Inception
WFVT Equity Value Fund (Incept.5/1/98) -2.48 -3.73
S&P 500 Index1 21.04 19.80
1. S&P 500 is a registered trademark of Standard & Poor's.
Variable Trust Prospectus 11
<PAGE>
Performance History
- --------------------------------------------------------------------------------
Growth Fund Calendar Year Returns (%)
[GRAPH]
'95 29.19
'96 22.44
'97 17.33
'98 28.81
'99 20.41
Best Qtr.: Q4 '98 o 22.93% Worst Qtr.: Q3 '98 o -10.40%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year 5 years Inception
WFVT Growth Fund (Incept.4/12/94) 20.41 23.55 21.22
S&P 500 Index1 21.04 28.56 25.54
1. S&P 500 is a registered trademark of Standard & Poor's.
12 Variable Trust Prospectus
<PAGE>
Money Market Fund Calendar Year Returns (%)
[GRAPH]
'95 5.41
'96 4.72
'97 5.04
'98 4.77
'99 4.46
Best Qtr.: Q1 '95 o 1.37% Worst Qtr.: Q2 '99 o 1.03%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year 5 years Inception
WFVT Money Market Fund (Incept.5/19/94) 4.46 4.88 4.83
IBC All Taxable Money Market Fund Average 4.65 5.59 5.56
Variable Trust Prospectus 13
<PAGE>
Performance History
- --------------------------------------------------------------------------------
Small Cap Growth Fund Calendar Year Returns (%)
[GRAPH]
'96 31.47
'97 9.87
'98 -14.47
'99 66.27
Best Qtr.: Q4 '99 o 67.19% Worst Qtr.: Q3 '98 o -27.93%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year Inception
WFVT Small Cap Growth Fund (Incept.5/17/95) 66.27 20.41
Russell 2000 Index 21.26 16.19
14 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.
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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 15
<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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). KPMG LLP audited
this information which, along with their report and the Fund's financial
statements, is available upon request the Fund's annual report.
- --------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING
- --------------------------------------------------------------------------------
---------------
Dec.31,
For the period ended: 1999
---------------
Net asset value,beginning of period $13.45
Income from investment operations:
Net investment income (loss) 0.27
Net realized and unrealized gain (loss)
on investments 0.97
Total from investment operations 1.24
Less distributions:
Dividends from net investment income (0.26)
Distributions from net realized gain (0.01)
Total from distributions (0.27)
Net asset value,end of period $14.42
Total return1 9.33%
Ratios/supplemental data:
Net assets,end of period (000s) $240,671
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.97%
Ratio of net investment income (loss)
to average net assets 2.05%
Portfolio turnover 30%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.17%
1 Total return calculations do not include any sales charges,and would have been
lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of
the variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
18 Variable Trust Prospectus
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995
- --------------------------------------------------------------------------------
$11.99 $11.42 $11.27 $9.71
0.34 0.60 0.56 0.55
2.60 1.73 0.69 2.21
2.94 2.33 1.25 2.76
(0.34) (0.60) (0.56) (0.55)
(1.14) (1.16) (0.54) (0.65)
(1.48) (1.76) (1.10) (1.20)
$13.45 $11.99 $11.42 $11.27
25.26% 20.88% 11.46% 28.95%
$156,241 $86,506 $51,797 $25,467
0.92% 0.80% 0.69% 0.41%
2.62% 5.20% 5.34% 5.58%
29% 156% 4% 97%
1.11% 0.85% 0.80% 1.22%
<PAGE>
Corporate Bond Fund
- --------------------------------------------------------------------------------
Portfolio Managers: N. Graham Allen, FCMA; John W. Burgess;
Jacqueline A. Flippin; Daniel J. Kokoszka, CFA;
Scott Smith, CFA
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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>
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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
FUND COMMENCED
ON SEP. 20, 1999
---------------------------------
Dec. 31,
For the period ended: 1999
---------------------------------
Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment income (loss) 0.16
Net realized and unrealized gain (loss)
on investments (0.18)
Total from investment operations (0.02)
Less distributions:
Dividends from net investment income (0.16)
Distributions from net realized gains 0.00
Total from distributions (0.16)
Net asset value, end of period $ 9.82
Total return (not annualized)1 (0.16%)
Ratios/supplemental data:
Net assets,end of period (000s) $68,423
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.90%
Ratio of net investment income (loss) to
average net assets 5.87%
Portfolio turnover 59%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.25%
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown. Total return figures do not reflect charges pursuant to the
terms of the variable life insurance policies and variable annuity contracts
funded by separate accounts that invest in the Fund's shares.
Variable Trust Prospectus 21
<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 December 31,1999, this
median was approximately $4 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
----------------------------------------------------------------------
Dec. 31, 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) 0.17 0.18 0.14 0.08
Net realized and unrealized gain (loss)
on investments 1.09 2.34 2.79 0.92
Total from investment operations 1.26 2.52 2.93 1.00
Less distributions:
Dividends from net investment income (0.17) (0.18) (0.14) (0.08)
Distributions from net realized gain 0.00 (0.02) (0.02) (0.01)
Total from distributions (0.17) (0.20) (0.16) (0.09)
Net asset value,end of period $ 17.09 $ 16.00 $ 13.68 $ 10.91
Total return (not annualized)1 7.90% 18.42% 26.90% 9.95%
Ratios/supplemental data:
Net assets,end of period (000s) $ 127,793 $ 86,069 $ 39,888 $ 9,415
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.86% 0.80% 0.80% 0.80%
Ratio of net investment income (loss) to
average net assets 1.16% 1.47% 1.85% 2.31%
Portfolio turnover 5% 1% 3% 4%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.12% 1.10% 1.34% 2.51%
</TABLE>
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
Variable Trust Prospectus 23
<PAGE>
Equity Value Fund
- --------------------------------------------------------------------------------
Portfolio Managers: Allan White;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 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
--------------------------------------------------------
Dec. 31, 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) 0.08 0.07
Net realized and unrealized gain (loss)
on investments (0.32) (0.45)
Total from investment operations (0.24) (0.38)
Less distributions:
Dividends from net investment income (0.08) (0.07)
Distributions from net realized gains 0.00 0.00
Total from distributions (0.08) (0.07)
Net asset value,end of period $ 9.23 $ 9.55
Total return (not annualized)1 (2.48%) (3.76%)
Ratios/supplemental data:
Net assets,end of period (000s) $ 26,567 $ 11,072
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.06% 1.09%
Ratio of net investment income (loss) to
average net assets 0.96% 1.54%
Portfolio turnover 139% 27%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.53% 2.52%
</TABLE>
1 Total return calculations do not include any sales charges,and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
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 December 31,1999, this
range was from $220 million to $604 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
---------------------------
Dec.31,
For the period ended: 1999
---------------------------
Net asset value, beginning of period $20.05
Income from investment operations:
Net investment income (loss) 0.02
Net realized and unrealized gain (loss)
on investments 4.06
Total from investment operations 4.08
Less distributions:
Dividends from net investment income (0.03)
Distributions from net realized gain 0.00
Total from distributions (0.03)
Net asset value, end of period $24.10
Total return1 20.41%
Ratios/supplemental data:
Net assets, end of period (000s) $128,495
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.07%
Ratio of net investment income (loss) to
average net assets 0.11%
Portfolio turnover 54%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.27%
1 Total return calculations do not include any sales charges,and would have been
lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
28 Variable Trust Prospectus
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995
- --------------------------------------------------------------------------------
$16.79 $15.34 $12.91 $10.30
0.09 0.19 0.20 0.22
4.65 2.48 2.68 2.77
4.74 2.67 2.88 2.99
(0.09) (0.19) (0.20) (0.22)
(1.39) (1.03) (0.25) (0.16)
(1.48) (1.22) (0.45) (0.38)
$20.05 $16.79 $15.34 $12.91
28.81% 17.33% 22.44% 29.19%
$100,927 $71,944 $33,381 $10,920
1.04% 0.65% 0.60% 0.43%
0.51% 1.19% 1.53% 2.05%
69% 124% 95% 84%
1.18% 1.01% 1.12% 2.02%
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.
* This Fund will commence operations on July 3,2000.
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 prospectus 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
December 31, 1999, was approximately $4 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>
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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
FUND COMMENCED
ON SEP.20, 1999
------------------------------
Dec. 31,
For the period ended: 1999
------------------------------
Net asset value, beginning of period $10.00
Income from investment operations:
Net investment income (loss) (0.01)
Net realized and unrealized gain (loss)
on investments 2.04
Total from investment operations 2.03
Less distributions:
Dividends from net investment income 0.00
Distributions from net realized gains 0.00
Total from distributions 0.00
Net asset value, end of period $12.03
Total return (not annualized)1 20.30%
Ratios/supplemental data:
Net assets, end of period (000s) $50,988
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.00%
Ratio of net investment income (loss) to
average net assets (0.47%)
Portfolio turnover 0%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.43%
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
Variable Trust Prospectus 33
<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). Total returns
represent the rate that you would have earned (or lost) on an investment in the
fund (assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
---------------------
Dec.31,
For the period ended: 1999
---------------------
Net asset value, beginning of period $1.00
Income from investment operations:
Net investment income (loss) 0.04
Net realized and unrealized gain (loss)
on investments 0.00
Total from investment operations 0.04
Less distributions:
Dividends from net investment income (0.04)
Distributions from net realized gain 0.00
Total from distributions (0.04)
Net asset value, end of period $1.00
Total return1 4.46%
Ratios/supplemental data:
Net assets, end of period (000s) $42,164
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.86%
Ratio of net investment income (loss) to
average net assets 4.45%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.07%
- --------------------------------------------------------------------------------
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
36 Variable Trust Prospectus
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995
- --------------------------------------------------------------------------------
$1.00 $1.00 $1.00 $1.00
0.05 0.05 0.05 0.05
0.00 0.00 0.00 0.00
0.05 0.05 0.05 0.05
(0.05) (0.05) (0.05) (0.05)
0.00 0.00 0.00 0.00
(0.05) (0.05) (0.05) (0.05)
$1.00 $1.00 $1.00 $1.00
4.77% 5.04% 4.72% 5.41%
$26,319 $14,788 $12,667 $5,823
0.82% 0.53% 0.51% 0.42%
4.62% 4.95% 4.64% 5.15%
1.28% 1.07% 1.22% 3.83%
- --------------------------------------------------------------------------------
Variable Trust Prospectus 37
<PAGE>
Small Cap Growth Fund
- --------------------------------------------------------------------------------
Portfolio Manager: Thomas Zeifang, CFA; Christopher F. 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 December 31, 1999, the range was $10 million
to $13 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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, 1995
------------------------------------------------------------------------------------
Dec. 31, 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) (0.04) 0.03 0.01 0.02 0.06
Net realized and unrealized gain (loss)
on investments 7.25 (1.89) 1.24 3.51 1.54
Total from investment operations 7.21 (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)
Return of Capital Distribution 0.00 0.00 (0.38) 0.00 0.00
Total from distributions 0.00 (0.03) (1.98) (1.24) (0.39)
Net asset value, end of period $18.09 $10.88 $12.77 $13.50 $11.21
Total return (not annualized)1 66.27% (14.47%) 9.87% 31.47% 15.95%
Ratios/supplemental data:
Net assets, end of period (000s) $23,819 $13,295 $11,482 $6,091 $2,027
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.95% 0.80% 0.80% 0.80% 0.80%
Ratio of net investment income (loss) to
average net assets (0.37%) 0.31% 0.07% 0.16% 1.02%
Portfolio turnover 314% 135% 209% 195% 51%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.94% 1.51% 1.88% 2.82% 5.38%
</TABLE>
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown. Total return figures do not reflect charges pursuant to the
terms of the variable life insurance policies and variable annuity
contracts funded by separate accounts that invest in the Fund's shares.
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 "Baa" 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 Prosspectus
<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.
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
Statement 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 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, Liquidioy . .
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,Liquidioy . . . .
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 Leverage, Credit and . . . . .
or bought or sold for a fixed price at a fixed date. Experience Risk
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
LARGE SMALL
INTERNATIONAL COMPANY MONEY CAP
EQUITY GROWTH MARKET GROWTH
- ------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE RISK
- ------------------------------------------------------------------------------------------------------------------------
<S> <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,Liquidioy .
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,Liquidioy . . .
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 Leverage, Credit and . . .
or bought or sold for a fixed price at a fixed date. Experience Risk
</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>
High Yield Securities
Debt securities of lower quality, also known as "junk
bonds," that produce generally higher rates of return. Interest Rate and
These securities tend to be more sensitive to economic Credit Risk . .
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 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 Credit Risk .
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 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 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 Liquidity Risk
resold in accordance with Rule 144A of the Securities Act . . . . .
of 1933.
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
LARGE SMALL
INTERNATIONAL COMPANY MONEY CAP
EQUITY GROWTH MARKET 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. Interest Rate and
These securities tend to be more sensitive to economic Credit Risk
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 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 Credit Risk
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 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 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 Liquidity Risk
resold in accordance with Rule 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>
Repurchase Agreements
A transaction in which the seller of a security agrees Credit
to and buy back a security at an agreed upon time and Counter-Party . . . . .
price, usually with interest. Risk
Small Company Securities
The risk that investments in small companies may be Market,Experience
more volatile than investments in larger companies. and Liquidity . . .
Risk
Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not Interest Rate .
both. These securities tend to have greater interest Risk
rate sensitivity than conventional debt obligations.
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
LARGE SMALL
INTERNATIONAL COMPANY MONEY CAP
EQUITY GROWTH MARKET GROWTH
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE RISK
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Repurchase Agreements
A transaction in which the seller of a security agrees Credit
to and buy back a security at an agreed upon time and Counter-Party . . . .
price, usually with interest. Risk
Small Company Securities
The risk that investments in small companies may be Market,Experience
more volatile than investments in larger companies. and Liquidity . . .
Risk
Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not Interest Rate
both. These securities tend to have greater interest Risk
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.
- --------------------------------------------------------------------------------
BOARD OF TRUSTEES
- --------------------------------------------------------------------------------
Supervises the Funds'activities
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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
- --------------------------------------------------------------------------------
<TABLE>
<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)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
PARTICIPATING INSURANCE COMPANIES AND SELLING AGENTS
- --------------------------------------------------------------------------------
Advise current and prospective contract holders with Fund investments
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONTRACT HOLDERS
- --------------------------------------------------------------------------------
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
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 December 31,1999,WCM provided advisory services for over
$71 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 December
31,1999,BGI managed or provided investment advice for assets
aggregating in excess of $780 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.Norwest Bank Minnesota,N.A.is a wholly-owned subsidiary of Wells
Fargo & Company and an affiliate of Wells Fargo Bank,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 December 31,1999,Peregrine managed approximately $8.1
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 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 Corporate Bond and Money Market Funds declare any dividends daily
and pay them monthly. The Asset Allocation,Equity Income and Equity
Value Funds declare and pay any dividends quarterly.All other Funds
declare and pay any dividends annually.The Funds 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
The following discussion regarding taxes is based on tax laws which
were in effect as of the date of this Prospectus and summarizes only
some of the material federal income tax considerations affecting the
Funds and their 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.
As described in the prospectuses of the Participating Insurance
Companies,individual holders of VA Contracts and VLI Policies may
qualify for favorable tax treatment.As long as your VA Contract or VLI
Policy maintains favorable tax treatment,you will only be taxed on your
investment in a fund through such VA Contract or VLI Policy.In order to
qualify for such treatment,among other things, the "separate accounts"
of the Participating Insurance Companies,which maintain and invest net
proceeds from the VA Contracts and VLI Policies,must be "adequately
diversified." Each Fund intends to be operated in a manner so that a
separate account investing in Fund Shares on behalf of a holder of a VA
Contract or VLI Policy will be "adequately diversified." See "Taxation
of a Separate Account of a Participating Insurance Company" in the SAI.
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,unless otherwise indicated below,is an accounting survivor of
a former Life & Annuity Trust or Norwest Select Funds fund,as indicated
in the following Table.The performance histories and financial
highlights of each accounting survivor 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.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.
Allan White, Mr.White co-manages the Equity Value Fund.He joined
Wells Capital Management as Managing Director of the Value Equity
Strategy Team in January 2000.He is responsible for the day-to-day
management of the Fund,and for the co-direction of the stock
selection process for the Team.Prior to joining Wells Capital
Management,Mr.White was a Principal at Olympic Capital
Management,Inc.since 1993,and in his role as senior portfolio
manager he was responsible for all portfolio investment
decisions.From 1981 to 1993,Mr.White was a Vice President and senior
portfolio manager at Robert E.Torrey & Co.,Inc.He has managed value
equity portfolios for over ten years.
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 BB 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.
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.
58 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.
<PAGE>
YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENTS:
STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information has been filed with the SEC and incorporated by reference into this
Prospectus and is legally part of this Prospectus.
ANNUAL/SEMI-ANNUAL REPORTS
provide certain financial and other important information, including a
discussion of the market conditions and investment strategies that significantly
affected Fund performance, for the most recent reporting period.
THESE DOCUMENTS ARE AVAILABLE FREE OF CHARGE:
Call: 1-800-222-8222,option 4;
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>
[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.
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
MAY 1
2000
<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 10
Funds. Key Information 15
- -----------------------------------------------------------------------------------
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
Small Cap Growth Fund 34
General Investment Risks 37
Organization and Management
of the Funds 43
- -----------------------------------------------------------------------------------
Your Investment Your Account 46
Turn to this section for
information on how to buy
and sell Fund shares.
- -----------------------------------------------------------------------------------
Reference Other Information 47
Look here for additional Table of Predecessors 48
information and term Portfolio Managers 49
definitions. Glossary 52
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Variable Trust Funds Overview
- --------------------------------------------------------------------------------
See the individual Fund descriptions in this Prospectus for further details.
Words appearing in italicized print and highlighted in color are defined in the
Glossary.
- --------------------------------------------------------------------------------
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 Fund Seeks long-term capital appreciation.
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 "normal"
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 37; 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>
<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
Corporate Bond Fund (or 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
Equity Income Fund sensitive to interest rate changes than 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 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>
<TABLE>
<CAPTION>
Summary of Important Risks
- ----------------------------------------------------------------------------------------------------------
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.
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,five-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, International Equity Fund and Large Company Growth
Fund have not been in operation for at least a calendar
year,therefore,performance information is not shown for these Funds.
Asset Allocation Fund Calendar Year Returns (%)
[GRAPH]
'95 28.95
'96 11.46
'97 20.88
'98 25.26
'99 9.33
Best Qtr.: Q4 `98 . 15.86% Worst Qtr.: Q3 `98 . -5.38%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year 5 years Inception
WFVT Asset Allocation Fund (Incept.4/15/94) 9.33 18.93 16.61
S&P 500 Index1 21.04 28.56 25.66
LB Gov't./Corp.Bond Index2 -2.15 7.61 6.76
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 (%)
[GRAPH]
'97 26.90
'98 18.42
'99 7.90
Best Qtr.: Q4 `98 . 15.63% Worst Qtr.: Q3 `98 . -9.73%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year Inception
WFVT Equity Income Fund (Incept.5/6/96) 7.90 17.14
S&P 500 Index1 21.04 26.75
1 S&P 500 is a registered trademark of Standard & Poor's.
10 Variable Trust Prospectus
<PAGE>
- --------------------------------------------------------------------------------
Equity Value Fund Calendar Year Returns (%)
[GRAPH]
'99 -2.48
Best Qtr.: Q2 `99 . 10.87% Worst Qtr.: Q3 `99 . -13.64%
Average annual total return (%)
Since
for the period ended 12/31/99 year Inception
WFVT Equity Value Fund (Incept.5/1/98) -2.48 -3.73
S&P 500 Index1 21.04 19.80
1 S&P 500 is a registered trademark of Standard & Poor's.
Variable Trust Prospectus 11
<PAGE>
Performance History
- --------------------------------------------------------------------------------
Growth Fund Calendar Year Returns (%)
[GRAPH]
'95 29.19
'96 22.44
'97 17.33
'98 28.81
'99 20.41
Best Qtr.: Q4 `98 . 22.93% Worst Qtr.: Q3 `98 . -10.40%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year 5 years Inception
WFVT Growth Fund (Incept.4/12/94) 20.41 23.55 21.22
S&P 500 Index1 21.04 28.56 25.54
1 S&P 500 is a registered trademark of Standard & Poor's.
12 Variable Trust Prospectus
<PAGE>
Small Cap Growth Fund Calendar Year Returns (%)
[GRAPH]
'96 31.47
'97 9.87
'98 -14.47
'99 66.27
Best Qtr.: Q4 `99 . 67.19% Worst Qtr.: Q3 `98 . -27.93%
Average annual total return (%)
Since
for the period ended 12/31/99 1 year Inception
WFVT Small Cap Growth Fund (Incept.5/17/95) 66.27 20.41
Russell 2000 Index 21.26 16.19
Variable Trust Prospectus 13
<PAGE>
This page intentionally left blank
- --------------------------------------------------------------------------------
<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 15
<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 37; 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- ------------------------------------------------------------------------------------------------------------------
Dec. 31,
For the period ended: 1999
----------------------
<S> <C>
Net asset value,beginning of period $13.45
Income from investment operations:
Net investment income (loss) 0.27
Net realized and unrealized gain (loss)
on investments 0.97
Total from investment operations 1.24
Less distributions:
Dividends from net investment income (0.26)
Distributions from net realized gain (0.01)
Total from distributions (0.27)
Net asset value,end of period $14.42
Total return1 9.33%
Ratios/supplemental data:
Net assets,end of period (000s) $240,671
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.97%
Ratio of net investment income (loss)
to average net assets 2.05%
Portfolio turnover 30%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.17%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Total return calculations do not include any sales charges,and would have been
lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of
the variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
18 Variable Trust Prospectus
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995
- --------------------------------------------------------------------------------
$11.99 $ 11.42 $ 11.27 $ 9.71
0.34 0.60 0.56 0.55
2.60 1.73 0.69 2.21
2.94 2.33 1.25 2.76
(0.34) (0.60) (0.56) (0.55)
(1.14) (1.16) (0.54) (0.65)
(1.48) (1.76) (1.10) (1.20)
$13.45 $ 11.99 $ 11.42 $ 11.27
25.26% 20.88% 11.46% 28.95%
$156,241 $86,506 $51,797 $25,467
0.92% 0.80% 0.69% 0.41%
2.62% 5.20% 5.34% 5.58%
29% 156% 4% 97%
1.11% 0.85% 0.80% 1.22%
Variable Trust Prospectus 19
<PAGE>
Corporate Bond Fund
- --------------------------------------------------------------------------------
Portfolio Managers: N. Graham Allen, FCMA; John W. 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 37; and the specific
risks listed here. They are all important to your investment choice.
20 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
FUND COMMENCED
ON SEPT.20,1999
-------------------
Dec. 31,
For the period ended: 1999
-------------------
Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment income (loss) 0.16
Net realized and unrealized gain (loss)
on investments (0.18)
Total from investment operations (0.02)
Less distributions:
Dividends from net investment income (0.16)
Distributions from net realized gains 0.00
Total from distributions (0.16)
Net asset value, end of period $ 9.82
Total return (not annualized)1 (0.16%)
Ratios/supplemental data:
Net assets, end of period (000s) $68,423
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.90%
Ratio of net investment income (loss) to
average net assets 5.87%
Portfolio turnover 59%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.25%
- --------------------------------------------------------------------------------
1 Total return calculations do not include any sales charges,and would have been
lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of
the variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
Variable Trust Prospectus 21
<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 December 31, 1999, this median was
approximately $4 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 37; 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
--------------------------------------------------------------------------
Dec. 31, 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) 0.17 0.18 0.14 0.08
Net realized and unrealized gain (loss)
on investments 1.09 2.34 2.79 0.92
Total from investment operations 1.26 2.52 2.93 1.00
Less distributions:
Dividends from net investment income (0.17) (0.18) (0.14) (0.08)
Distributions from net realized gain 0.00 (0.02) (0.02) (0.01)
Total from distributions (0.17) (0.20) (0.16) (0.09)
Net asset value, end of period $ 17.09 $ 16.00 $ 13.68 $10.91
Total return (not annualized)1 7.90% 18.42% 26.90% 9.95%
Ratios/supplemental data:
Net assets, end of period (000s) $127,793 $86,069 $39,888 $9,415
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.86% 0.80% 0.80% 0.80%
Ratio of net investment income (loss) to
average net assets 1.16% 1.47% 1.85% 2.31%
Portfolio turnover 5% 1% 3% 4%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.12% 1.10% 1.34% 2.51%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
Variable Trust Prospectus 23
<PAGE>
Equity Value Fund
- --------------------------------------------------------------------------------
Portfolio Managers: Allan White; 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 37, 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
-----------------------------------------
Dec. 31, 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) 0.08 0.07
Net realized and unrealized gain (loss)
on investments (0.32) (0.45)
Total from investment operations (0.24) (0.38)
Less distributions:
Dividends from net investment income (0.08) (0.07)
Distributions from net realized gains 0.00 0.00
Total from distributions (0.08) (0.07)
Net asset value, end of period $ 9.23 $ 9.55
Total return (not annualized)1 (2.48%) (3.76%)
Ratios/supplemental data:
Net assets, end of period (000s) $26,567 $11,072
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.06% 1.09%
Ratio of net investment income (loss) to
average net assets 0.96% 1.54%
Portfolio turnover 139% 27%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.53% 2.52%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
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 December 31, 1999, this range was from
$220 million to $604 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 37; 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
----------------------
Dec. 31,
For the period ended: 1999
----------------------
Net asset value, beginning of period $20.05
Income from investment operations:
Net investment income (loss) 0.02
Net realized and unrealized gain (loss)
on investments 4.06
Total from investment operations 4.08
Less distributions:
Dividends from net investment income (0.03)
Distributions from net realized gain 0.00
Total from distributions (0.03)
Net asset value, end of period $24.10
Total return1 20.41%
Ratios/supplemental data:
Net assets, end of period (000s) $128,495
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.07%
Ratio of net investment income (loss) to
average net assets 0.11%
Portfolio turnover 54%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.27%
- --------------------------------------------------------------------------------
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the period
shown. Total return figures do not reflect charges pursuant to the terms of the
variable life insurance policies and variable annuity contracts funded by
separate accounts that invest in the Fund's shares.
28 Variable Trust Prospectus
<PAGE>
Financial Highlights
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995
- --------------------------------------------------------------------------------
$16.79 $ 15.34 $ 12.91 $ 10.30
0.09 0.19 0.20 0.22
4.65 2.48 2.68 2.77
4.74 2.67 2.88 2.99
(0.09) (0.19) (0.20) (0.22)
(1.39) (1.03) (0.25) (0.16)
(1.48) (1.22) (0.45) (0.38)
$20.05 $ 16.79 $ 15.34 $ 12.91
28.81% 17.33% 22.44% 29.19%
$100,927 $71,944 $33,381 $10,920
1.04% 0.65% 0.60% 0.43%
0.51% 1.19% 1.53% 2.05%
69% 124% 95% 84%
1.18% 1.01% 1.12% 2.02%
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.
* This Fund will commence operations on July 3, 2000.
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 37, and the specific risks
listed here. They are all important to your investment choice.
Variable Trust Prospectus 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 December
31, 1999, was approximately $4 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 37, and the specific
risks listed above. They are all important to your investment choice.
32 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
- --------------------------------------------------------------------------------
FUND COMMENCED
ON SEP. 20, 1999
-------------------------
Dec. 31,
For the period ended: 1999
-------------------------
Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment income (loss) (0.01)
Net realized and unrealized gain (loss)
on investments 2.04
Total from investment operations 2.03
Less distributions:
Dividends from net investment income 0.00
Distributions from net realized gains 0.00
Total from distributions 0.00
Net asset value, end of period $ 12.03
Total return (not annualized)1 20.30%
Ratios/supplemental data:
Net assets, end of period (000s) $50,988
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.00%
Ratio of net investment income (loss) to
average net assets (0.47%)
Portfolio turnover 0%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.43%
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown. Total return figures do not reflect charges pursuant to the
terms of the variable life insurance policies and variable annuity contracts
funded by separate accounts that invest in the Fund's shares.
Variable Trust Prospectus 33
<PAGE>
Small Cap Growth Fund
- --------------------------------------------------------------------------------
Portfolio Manager: Thomas Zeifang, CFA; Christopher 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 December 31, 1999, the range was $10 million to $13
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.
34 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 37; and the specific risks
listed here. They are all important to your investment choice.
Variable Trust Prospectus 35
<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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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, 1995
-------------------------------------------------------------------------------
Dec. 31, 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) (0.04) 0.03 0.01 0.02 0.06
Net realized and unrealized gain (loss)
on investments 7.25 (1.89) 1.24 3.51 1.54
Total from investment operations 7.21 (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)
Return of capital distribution 0.00 0.00 (0.38) 0.00 0.00
Total from distributions 0.00 (0.03) (1.98) (1.24) (0.39)
Net asset value, end of period $ 18.09 $ 10.88 $ 12.77 $13.50 $11.21
Total return (not annualized)1 66.27% (14.47%) 9.87% 31.47% 15.95%
Ratios/supplemental data:
Net assets, end of period (000s) $23,819 $13,295 $11,482 $6,091 $2,027
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 0.95% 0.80% 0.80% 0.80% 0.80%
Ratio of net investment income (loss) to
average net assets (0.37%) 0.31% 0.07% 0.16% 1.02%
Portfolio turnover 314% 135% 209% 195% 51%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.94% 1.51% 1.88% 2.82% 5.38%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown. Total return figures do not reflect charges pursuant to the
terms of the variable life insurance policies and variable annuity contracts
funded by separate accounts that invest in the Fund's shares.
36 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 37
<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 "Baa" 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.
38 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.
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 39
<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" Diplomatic, Liquidity
stock markets. Generally, these and Currency Risk
investments securities have the
same type of risks as foreign
securities, but to a higher degree.
Floating and Variable Rate Debt
Instruments with interest rates that Interest Rate and . . . . .
are adjusted either on a schedule Credit Risk
or when an index or benchmark changes.
Foreign Obligations Information,
Debt of a foreign government or Political, Regulatory, . .
corporation or dollar denominated Diplomatic, Liquidity
debt obligations of foreign branches and Currency Risk
of U.S. banks or U.S. branches of
foreign banks.
Foreign Securities
Equity securities issued by a non-U.S. Information,
company or debt of a or foreign Political, Regulatory,
government in the form of an American Diplomatic, Liquidity . . . .
Depositary Receipt ("ADR") or similar and Currency Risk
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 Leverage, Credit and . . . . .
at a later date or bought or sold Experience Risk
for a fixed price at a fixed date.
</TABLE>
<TABLE>
<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 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" Diplomatic, Liquidity
stock markets. Generally, these and Currency Risk
investments securities have the
same type of risks as foreign
securities, but to a higher degree.
Floating and Variable Rate Debt
Instruments with interest rates that Interest Rate and . . .
are adjusted either on a schedule Credit Risk
or when an index or benchmark changes.
Foreign Obligations Information,
Debt of a foreign government or Political, Regulatory,
corporation or dollar denominated Diplomatic, Liquidity
debt obligations of foreign branches and Currency Risk
of U.S. banks or U.S. branches of
foreign banks.
Foreign Securities
Equity securities issued by a non-U.S. Information,
company or debt of a or foreign Political, Regulatory, . . .
government in the form of an American Diplomatic, Liquidity
Depositary Receipt ("ADR") or similar and Currency Risk
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 Leverage, Credit and . . .
at a later date or bought or sold Experience Risk
for a fixed price at a fixed date.
</TABLE>
40 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. Interest Rate and . .
These securities tend to be more sensitive to economic Credit Risk
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 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 Credit Risk .
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 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 Credit, Information
or cash payment depending on the security's price or the and Liquidity Risk . . . .
performance of an index or benchmark. Types of options
used may include: options on securities, options on a
stock index, stock index futures and options on stock
index futures to protect liquidity and portfolio value.
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>
<TABLE>
<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. Interest Rate and
These securities tend to be more sensitive to economic Credit Risk
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 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 Credit Risk
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 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 Credit, Information
or cash payment depending on the security's price or the and Liquidity Risk . .
performance of an index or benchmark. Types of options
used may include: options on securities, options on a
stock index, stock index futures and options on stock
index futures to protect liquidity and portfolio value.
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 41
<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 security agrees Credit and . . . . .
to buy back a security at an agreed upon time and Counter-Party
price, usually with interest. Risk
Small Company Securities
The risk that investments in small companies may be Market, Experience
more volatile than investments in larger companies. and Liquidity . . .
Risk
Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not Interest Rate .
both. These securities tend to have greater interest rate Risk
sensitivity than conventional debt obligations.
</TABLE>
<TABLE>
<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 Credit and
to buy back a security at an agreed upon time and Counter-Party . . .
price, usually with interest. Risk
Small Company Securities
The risk that investments in small companies may be Market, Experience
more volatile than investments in larger companies. and Liquidity . . .
Risk
Stripped Obligations
Securities that give ownership to either future payments
of interest or a future payment of principal, but not Interest Rate
both. These securities tend to have greater interest rate Risk
sensitivity than conventional debt obligations.
</TABLE>
42 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.
- --------------------------------------------------------------------------------
BOARD OF TRUSTEES
- --------------------------------------------------------------------------------
Supervises the Funds' activities
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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
- --------------------------------------------------------------------------------
<TABLE>
<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)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
PARTICIPATING INSURANCE COMPANIES AND SELLING AGENTS
- --------------------------------------------------------------------------------
Advise current and prospective contract holders with Fund investments
- --------------------------------------------------------------------------------
CONTRACT HOLDERS
- --------------------------------------------------------------------------------
Variable Trust Prospectus 43
<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 December 31, 1999, WCM provided advisory
services for over $71 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
December 31, 1999, BGI managed or provided investment advice for assets
aggregating in excess of $780 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. Norwest Bank Minnesota, N.A.is a wholly owned subsidiary
of Wells Fargo & Company and an affiliate of Wells Fargo Bank, 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 December 31, 1999, Peregrine managed approximately
$8.1 billion in assets.
The Sub-Advisors are compensated by the Investment Advisor from the
fees received by the Advisor as listed above.
44 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 0.25% of its annual net assets.
Variable Trust Prospectus 45
<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.
46 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 Corporate Bond and Money Market Funds declare any dividends daily
and pay them monthly. The Asset Allocation, Equity Income and Equity
Value Funds declare and pay any dividends quarterly. All other Funds
declare and pay any dividends annually. The Funds 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
The following discussion regarding taxes is based on tax laws which
were in effect as of the date of this Prospectus and summarizes only
some of the material federal income tax considerations affecting the
Funds and their 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.
As described in the prospectuses of the Participating Insurance
Companies, individual holders of VA Contracts and VLI Policies may
qualify for favorable tax treatment. As long as your VA Contract or VLI
Policy maintains favorable tax treatment, you will only be taxed on
your investment in a fund through such VA Contract or VLI Policy. In
order to qualify for such treatment, among other things, the "separate
accounts" of the Participating Insurance Companies, which maintain and
invest net proceeds from the VA Contracts and VLI Policies, must be
"adequately diversified." Each Fund intends to be operated in a manner
so that a separate account investing in Fund Shares on behalf of a
holder of a VA Contract or VLI Policy will be "adequately diversified."
See "Taxation of a Separate Account of a Participating Insurance
Company" in the SAI.
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 47
<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, unless otherwise indicated below, is an accounting survivor
of a former Life & Annuity Trust or Norwest Select Funds fund, as
indicated in the following table. The performance histories and
financial highlights of each accounting survivor 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
Small Cap Growth Fund Norwest Select Small Company Stock Fund
48 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. 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 49
<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.
50 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.
Allan White, Mr. White co-manages the Equity Value Fund. He joined
Wells Capital Management as Managing Director of the Value Equity
Strategy Team in January 2000. He is responsible for the day-to-day
management of the Fund, and for the co-direction of the stock selection
process for the Team. Prior to joining Wells Capital Management, Mr.
White was a Principal at Olympic Capital Management, Inc. since 1993,
and in his role as senior portfolio manager he was responsible for all
portfolio investment decisions. From 1981 to 1993, Mr. White was a Vice
President and senior portfolio manager at Robert E. Torrey & Co., Inc.
He has managed value equity portfolios for over ten years.
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 51
<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.
52 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 53
<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.
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.
Selling Agent
A person who has an agreement with the Funds' distributors that allows
them to sell a Fund's shares.
54 Variable Trust Prospectus
<PAGE>
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 55
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<PAGE>
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<PAGE>
YOU MAY WISH TO REVIEW THE FOLLOWING DOCUMENTS:
STATEMENT OF ADDITIONAL INFORMATION
supplements the disclosures made by this Prospectus. The Statement of Additional
Information has been filed with the SEC and incorporated by reference into this
Prospectus and is legally part of this Prospectus.
ANNUAL/SEMI-ANNUAL REPORTS
provide certain financial and other important information, including a
discussion of the market conditions and investment strategies that significantly
affected Fund performance, for the most recent reporting period.
THESE DOCUMENTS ARE AVAILABLE FREE OF CHARGE:
Call: 1-800-222-8222, option 4;
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 Equity Value Fund
it for future reference. It is designed
to provide you with important information
and to help you decide if a Fund's goals
match your own.
These securities have not been approved
or disapproved by the 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.
MAY 1
2000
<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 Fund 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 Fund Overview
- -------------------------------------------------------------------------------
See the individual Fund description in this Prospectus for further details.
Words appearing in italicized print and highlighted in color are defined in the
Glossary.
<TABLE>
<CAPTION>
<S> <C>
FUND OBJECTIVE
Equity Value Fund Seeks long-term capital appreciation.
</TABLE>
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
Equity Value Fund "undervalued" will perform as expected. Stocks of
smaller, medium-sized and foreign companies purchased
using the value 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 the 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.
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" section.
Words appearing in italicized print and highlighted in color are defined in
the Glossary.
8 Variable Trust Prospectus
<PAGE>
_______________________________________________________________________________
Equity Value Fund Calendar Year Returns (%)
<TABLE>
<S> <C>
1999 -2.48
</TABLE>
Best Qtr.: Q2 `99 . 10.87% Worst Qtr.: Q3 `99 . -13.64%
<TABLE>
<CAPTION>
Average annual total return (%)
for the period ended 12/31/99
<S> <C> <C>
Since
1 year Inception
WFVT Equity Value Fund (Incept.5/1/98) -2.48 -3.73
S&P 500 Index/1/ 21.04 19.80
/1/ S&P 500 is a registered trademark of Standard & Poor's.
</TABLE>
Variable Trust Prospectus 9
<PAGE>
Equity Value Fund
- --------------------------------------------------------------------------------
Portfolio Managers: Allan White; 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). Total returns represent
the rate that you would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). 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
-------------------------------------------------
Dec. 31, 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) 0.08 0.07
Net realized and unrealized gain (loss)
on investments (0.32) (0.45)
Total from investment operations (0.24) (0.38)
Less distributions:
Dividends from net investment income (0.08) (0.07)
Distributions from net realized gains 0.00 0.00
Total from distributions (0.08) (0.07)
Net asset value, end of period $ 9.23 $ 9.55
Total return (not annualized)1 (2.48%) (3.76%)
Ratios/supplemental data:
Net assets, end of period (000s) $26,567 $11,072
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.06% 1.09%
Ratio of net investment income (loss) to
average net assets 0.96% 1.54%
Portfolio turnover 139% 27%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses (annualized) 1.53% 2.52%
</TABLE>
/1/ Total return calculations do not include any sales charges, and would have
been lower had certain expenses not been waived or reimbursed during the
period shown. Total return figures do not reflect charges pursuant to the
terms of the variable life insurance policies and variable annuity contracts
funded by separate accounts that invest in the Fund's shares.
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.
. 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.
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 Statement 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>
EQUITY
VALUE
INVESTMENT PRACTICE RISK
<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>
- -----------------------------------------------------------------------------------------------------
EQUITY
INVESTMENT PRACTICE RISK VALUE
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
High Yield Securities
Debt securities of lower quality, also known as "junk
bonds," that produce generally higher rates of return. Interest Rate and
These securities tend to be more sensitive to economic Credit Risk
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 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 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
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 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 Liquidity Risk .
resold in accordance with Rule 144A of the Securities Act
of 1933.
</TABLE>
16 Variable Trust Prospectus
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
EQUITY
INVESTMENT PRACTICE RISK 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
The risk that investments in small companies may be Market, Experience .
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 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 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 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
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 Equity Value Fund declares and pays any dividends quarterly. The Fund
makes 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
The following discussion regarding taxes is based on tax laws which were in
effect as of the date of this Prospectus and summarizes only some of the
material federal income tax considerations affecting the Funds and their
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.
As described in the prospectuses of the Participating Insurance
Companies, individual holders of VA Contracts and VLI Policies may qualify
for favorable tax treatment. As long as your VA Contract or VLI Policy
maintains favorable tax treatment, you will only be taxed on your
investment in a fund through such VA Contract or VLI Policy. In order to
qualify for such treatment, among other things, the "separate accounts" of
the Participating Insurance Companies, which maintain and invest net
proceeds from the VA Contracts and VLI Policies, must be "adequately
diversified." Each Fund intends to be operated in a manner so that a
separate account investing in Fund Shares on behalf of a holder of a VA
Contract or VLI Policy will be "adequately diversified. "See" Taxation of a
Separate Account of a Participating Insurance Company" in the SAI.
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.
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.
Allan White, Mr. White co-manages the Equity Value Fund. He joined Wells
Capital Management as Managing Director of the Value Equity Strategy Team
in January 2000. He is responsible for the day-to-day management of the
Fund, and for the co-direction of the stock selection process for the Team.
Prior to joining Wells Capital Management, Mr. White was a Principal at
Olympic Capital Management, Inc. since 1993, and in his role as senior
portfolio manager he was responsible for all portfolio investment
decisions. From 1981 to 1993, Mr. White was a Vice President and senior
portfolio manager at Robert E. Torrey & Co., Inc. He has managed value
equity portfolios for over ten years.
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, option 4;
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
P019 (Rev.5/00) -----------------------------------------------------
ICA Reg.No. NOT FDIC INSURED - NO BANK GUARANTEE - MAY LOSE VALUE
811-09255 -----------------------------------------------------
<PAGE>
WELLS FARGO VARIABLE TRUST
Telephone: 1-800-222-8222
STATEMENT OF ADDITIONAL INFORMATION
Dated May 1, 2000
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 May 1, 2000. 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 Wells Fargo Funds, P.O. Box 8266, Boston, MA 02266-8266.
<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................................................................ 26
Performance Calculations.................................................. 35
Determination of Net Asset Value.......................................... 39
Additional Purchase and Redemption Information............................ 40
Portfolio Transactions.................................................... 41
Fund Expenses............................................................. 43
Federal Income Taxes...................................................... 43
Capital Stock............................................................. 48
Other..................................................................... 50
Counsel................................................................... 50
Independent Auditors...................................................... 50
Financial Information..................................................... 51
Appendix.................................................................. A-1
</TABLE>
i
<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 for each applicable Wells Fargo Fund.
- --------------------------------------------------------------------------------
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.
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.
<PAGE>
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 any orders obtained thereunder;
(4) issue senior securities except to the extent permitted by the 1940
Act, and the rules, regulations and any orders obtained 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 instruments backed by real estate or securities
of companies engaged in the real estate business); nor
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(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
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 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
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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.
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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. A key component of the Asset Allocation Model is a set of
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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.
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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
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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. 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
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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 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
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,
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economic problems or archaic legal systems. The currencies of certain emerging
market countries, and therefore the value of 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 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.
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
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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.
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
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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 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
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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 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;
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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 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.
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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 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
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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 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.
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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 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
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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 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
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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.
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 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 ("NRROs"). 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
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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 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.
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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.
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
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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.
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
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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 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
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be susceptible to fluctuations in yield or value due to their structure 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 NRROs 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.
25
<PAGE>
General
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, 68 Trustee Private Investor.
1431 Kestral Parkway South
Sarasota, FL 34231
Donald H. Burkhardt, 73 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, 57 Trustee Benson-Pruitt Professorship, Wake Forest
321 Beechcliff Court University, Calloway School of Business
Winston-Salem, NC 27104 and Accountancy since July, 1999;
previously Associate Professor of Finance.
Peter G. Gordon, 57 Trustee Chairman and Co-Founder of Crystal Geyser
Crystal Geyser Water Co. Water Company and President of Crystal
55 Francisco Street, Suite 410 Geyser Roxane Water Company since 1977.
San Francisco, CA 94133
</TABLE>
26
<PAGE>
<TABLE>
<S> <C> <C>
*W. Rodney Hughes, 73 Trustee Private Investor.
31 Dellwood Court
San Rafael, CA 94901
*Richard M. Leach, 66 Trustee President of Richard M. Leach Associates
25 Maple Lane (a financial consulting firm) since 1992.
New London, NH 03257
*J. Tucker Morse, 55 Trustee Private Investor/Real Estate Developer;
10 Legare Street Chairman of Vault Holdings, LLC.
Charleston, SC 29401
Timothy J. Penny, 48 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, of Stephens Sports Management Inc.; and
Secretary and Director of Capo Inc.
Treasurer
</TABLE>
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").
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 received 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
27
<PAGE>
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>
As discussed in the "Historical Fund Information" section, the Funds were
created as part of the reorganization of the Annuity Trust and Norwest Funds.
Each of the predecessor Annuity Trust Funds (the Asset Allocation, Equity Value,
Growth and Money Market 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. Each of the predecessor Norwest Funds (the Equity Income and Small
Cap Growth 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 each Fund at the annual rate of
0.80%.
For the periods indicated below, the Funds paid the following advisory fees
and the Advisor(s) waived the indicated amounts:
28
<PAGE>
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
12/31/99 12/31/98 12/31/97
------- -------- --------
Fees Fees Fees Fees Fees Fees
Fund Paid Waived Paid Waived Paid Waived
---- ---- ------ ---- ------ ---- -------
<S> <C> <C> <C> <C> <C> <C>
Asset Allocation $1,152,381 $398,328 $474,140 $214,173 $419,704 $ 0
Corporate Bond** $ 87,894 $ 69,198 N/A N/A N/A
Equity Income $ 791,587 $203,914 $507,440 $ 66,982 $172,660 $62,502
Equity Value* $ 116,209 $ 92,366 $ 5,392 $ 15,920 N/A N/A
Growth $ 658,835 $221,405 $392,817 $118,761 $277,841 $40,391
Large Company Growth** $ 65,721 $ 51,615 N/A N/A N/A
Money Market $ 144,255 $ 71,025 $ 26,238 $ 52,554 $ 42,375 $29,403
Small Cap Growth $ 107,145 $109,744 $101,914 $ 65,543 $ 66,869 $62,651
</TABLE>
- --------------------
* The predecessor Stagecoach Equity Value Fund commenced operations on May 1,
1998.
** The Corporate Bond and Large Company Growth Funds commenced operations on
September 20, 1999.
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:
29
<PAGE>
-----------------------------------------------------------------
Sub-Advisory
Fund Sub-Advisor Fees
-----------------------------------------------------------------
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%
-----------------------------------------------------------------
* Greater than
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. Wells Fargo Bank may,
from time to time, reallocate fees paid to or services provided by WCM, its
wholly-owned subsidiary.
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
30
<PAGE>
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 includes fees paid to administrators by the predecessor
portfolio that is considered the surviving entity for accounting purposes.
Asset Allocation, Equity Value, Growth and Money Market Funds. 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. Prior to February 1, 1997, Stephens served as sole Administrator
and performed substantially the same services now provided by Wells Fargo Bank.
For these services, Stephens received monthly fees of 0.06% of the average daily
net assets of each Fund.
Equity Income and Small Cap Growth 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 Funds paid the following dollar
amounts as administration fees:
31
<PAGE>
Year Year Year
Ended Ended Ended
Fund 12/31/99 12/31/98 12/31/97
---- --------- --------- ---------
Asset Allocation $ 247,853 $ 77,161 $ 36,082
Corporate Bond $ 29,297 N/A N/A
Equity Income $ 127,550 $ 63,430 $ 30,354
Equity Value $ 25,910 $ 1,438 N/A
Growth $ 139,129 $ 57,090 $ 28,024
Large Company Growth $ 14,509 N/A N/A
Money Market $ 42,312 $ 6,997 $ 8,107
Small Cap Growth $ 16,352 $ 12,740 $ 12,351
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
(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.
32
<PAGE>
The dollar amount of Rule 12b-1 fees paid to Stephens pursuant to each
Fund's Rule 12b-1 Plan for the period beginning September 20, 1999 and ended
December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Printing & Advertising/ Broker/
Mailing Marketing Underwriters Dealer
Total Prospectuses Brochures Compensation Compensation
----- ------------ --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Asset Allocation Fund $147,399 $ 0 $ 0 $ 12 $147,387
Corporate Bond $ 44,625 $ 0 $ 0 $ 7 $ 44,618
Equity Income $ 80,439 $ 0 $ 0 $ 0 $ 80,439
Equity Value Fund $ 15,883 $ 0 $ 0 $ 19 $ 15,864
Growth Fund $ 78,323 $ 0 $ 0 $ 14 $ 78,309
Large Company Growth Fund $ 27,237 $ 0 $ 0 $ 0 $ 27,237
Money Market Fund $ 0 $ 0 $ 0 $ 0 $ 0
Small Cap Growth Fund $ 11,992 $ 0 $ 0 $ 39 $ 11,953
</TABLE>
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, has been selected 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 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 Funds. For its services as Fund Accountant, Forum Accounting is
entitled to receive a monthly base fee per Fund of $5,000, and a fee equal to
0.0025% of the average annual daily net assets of each Fund.
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.
33
<PAGE>
-----------------------------------------------------------
BFDS Fees
-----------------------------------------------------------
Annual Account Service Fees
-----------------------------------------------------------
Direct Accounts $ 19.50
-----------------------------------------------------------
Level Three $ 12.00
-----------------------------------------------------------
Networked Accounts
-----------------------------------------------------------
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.
Performance information for a Fund may be useful in reviewing the
performance of such Fund 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
34
<PAGE>
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, 1999, the following chart provides the
average annual returns for the Funds listed below:
<TABLE>
<CAPTION>
Fund Inception Five Year Three Year One Year
- --------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Asset Allocation 16.61% 18.93% 18.29% 9.33%
Corporate Bond * -0.16% N/A N/A N/A
Equity Income 17.14% N/A 17.48% 7.90%
Equity Value -3.73% N/A N/A -2.48%
Growth 21.22% 23.55% 22.09% 20.41%
Large Company Growth * 20.30% N/A N/A N/A
Money Market 4.83% 4.88% 4.75% 4.46%
Small Cap Growth 20.41% N/A 16.01% 66.27%
</TABLE>
____________________
* Returns are not annualized.
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, 1999, the following chart provides the
cumulative total return for the Funds listed below:
35
<PAGE>
<TABLE>
<CAPTION>
Fund Inception Five Year Three Year One Year
- --------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Asset Allocation 140.60% 137.90% 65.53% 9.33%
Corporate Bond -0.16% N/A N/A N/A
Equity Income 78.29% 78.29% 62.15% 7.90%
Equity Value -6.14% N/A N/A -2.48%
Growth 200.74% 187.88% 81.99% 20.41%
Large Company Growth 20.30% N/A N/A N/A
Money Market 30.32% 26.89% 14.95% 4.46%
Small Cap Growth 137.97% 137.97% 56.11% 66.27%
</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 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.
Yield for the Applicable Period Ended December 31, 1999
-------------------------------------------------------
Fund 7-day Yield 30-day Yield
---- ----------- ------------
Corporate Bond N/A 6.71%
Money Market 5.06% 5.04%
36
<PAGE>
General. From time to time, and only to the extent the comparison is
-------
appropriate for a Fund, Wells Fargo Variable Trust may quote a Fund's
performance or price-earnings 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, 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
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advisor or sub-advisor and the total amount of assets and mutual fund assets
managed by Wells Fargo Bank. As of December 31, 1999, Wells Fargo Bank and its
affiliates provided investment advisory services for approximately $136 billion
of assets of individuals, trusts, estates and institutions and $61 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 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 NRRO, 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 NRROs. Any such comparisons may be useful to
investors who wish to compare the Fund's past performance with other rated
investments.
DETERMINATION OF NET ASSET VALUE
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
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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 2a-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
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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.
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 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
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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.
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.
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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 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
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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 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
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more issuers which the Fund controls and which are determined to be engaged in
the same or similar trades or businesses. Each Fund intends to meet these
requirements.
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. In general, these distributions must actually or be deemed to be
made in the 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 realized capital gains, 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 Holders of Variable Contracts and Policies. Shares of each Fund
are only offered to holders of variable annuity contracts and variable insurance
policies through participating insurance companies. As discussed in the
prospectus for the variably annuity contract or variable insurance policy, the
contract or policy may qualify for favorable tax treatment. As long as the
variable annuity contract or variable annuity policy maintains favorable tax
treatment, the holder will only be taxed on his or her investment in a Fund
through such contract or policy, regardless of the transfer of Fund shares, the
amount and nature of a Fund's income and gains, or a Fund's distributions of net
investment income and realized capital gains.
In order for a variable annuity contract or variable insurance policy to
qualify for favorable tax treatment, among other things, the "separate accounts"
(referred to as "segregated asset accounts" under the Code) of participating
insurance companies, which maintain and invest net proceeds from the contracts
and policies, must be "adequately diversified." In general, the investments of
a separate account are considered to be "adequatley 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 separate
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 separate
accounts of one or more insurance companies, and if public access to such
regulated investment company is available exclusively through the purchase of a
variable annuity contract or variable life insurance policy, then a separate
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 separate 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 variable annuity
contracts or variable life insurance policies underlying the separate account
will qualify for favorable federal income tax treatment under the Code.
For information concerning the federal income tax consequences for the
holders of variable annuity contracts and variable life insurance, 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.
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Information Regarding a Fund's Foreign Investments. 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 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
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(or loss) notwithstanding any distributions by the PFIC, the Fund will not
otherwise be subject to federal income tax or the interest charge with respect
to its interest in the PFIC under the election. However, no assurance can be
given that the Fund will be able to determine that it has invested in a PFIC,
and, accordingly, the Fund may not be able to make the "mark-to-market"
election. Accordingly, a Fund may be subject to the tax and interest charge
with respect to its investments in PFICs described in this paragraph.
Income and dividends received by the Fund from sources within foreign
countries 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. If more than 50% of the value of a Fund's total
assets at the close of its taxable year consists of securities of non-U.S.
corporations, the Fund generally will be eligible to file an election with the
IRS pursuant to which the regulated investment company may pass-through to its
shareholders foreign taxes paid by the regulated investment company, which may
be claimed either as a credit or deduction by the shareholders. Although the
International Equity Fund may qualify for the election, holders of variable
annuity contracts and variable life insurance policies may not claim credits or
deductions for foreign taxes passed through by a Fund. Accordingly, holders of
such contracts and policies can except to receive no benefit for foreign taxes
incurred by a Fund.
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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
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.
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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. 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.
48
<PAGE>
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 MARCH 31, 2000
---------------------------------
<TABLE>
<CAPTION>
Type of Percentage
Fund Address Ownership of Fund
- ---- ------- --------- ------
<S> <C> <C> <C>
Asset Allocation American Skandia Life Record 98.54%
P.O. Box 883
Shelton, CT 06484
Corporate Bond American Skandia Life Record 58.43%
P.O. Box 883
Shelton, CT 06484
Fortis Benefits Insurance Co. Record 41.51%
Attn. Bruce Fiedler W1511
P.O. Box 64271
St. Paul, MN 55164
Equity Income Fortis Benefits Insurance Co. Record 97.87%
Attn. Bruce Fiedler W1511
P.O. Box 64271
St. Paul, MN 55164
Equity Value American Skandia Life Record 98.68%
P.O. Box 883
Shelton, CT 06484
Growth American Skandia Life Record 99.69%
P.O. Box 883
Shelton, CT 06484
International Equity N/A N/A N/A
Large Company Growth American Skandia Life Record 9.02%
P.O. Box 883
Shelton, CT 06484
</TABLE>
49
<PAGE>
<TABLE>
<S> <C> <C> <C>
Fortis Benefits Insurance Co. Record 90.98%
Attn. Bruce Fiedler W1511
P.O. Box 64271
Money Market American Skandia Life Record 99.91%
P.O. Box 883
Shelton, CT 06484
Small Cap Growth American Skandia Life Record 29.13%
P.O. Box 883
Shelton, CT 06484
Fortis Benefits Insurance Co. Record 69.89%
Attn. Bruce Fiedler W1511
P.O. Box 64271
St. Paul, MN 55164
</TABLE>
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.
50
<PAGE>
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.
FINANCIAL INFORMATION
The audited financial statements, which include the portfolios of
investments and independent auditors' report for the Funds for the year ended
December 31, 1999, are hereby incorporated by reference to the Annual Reports.
Annual and Semi-Annual Reports may be obtained by calling 1-800-680-8920 or
1-800-222-8222.
51
<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."
A-1
<PAGE>
WELLS FARGO VARIABLE TRUST
File Nos. 333-74283; 811-09255
PART C
OTHER INFORMATION
Item 23. Exhibits.
--------
Exhibit
Number Description
------- -----------
(a) - Amended and Restated Declaration of Trust, incorporated
by reference to the Trust's Post-Effective Amendment
No. 5, filed September 20, 1999.
(b) - Not applicable.
(c) - Not applicable.
(d)(1) - Investment Advisory Agreement with Wells Fargo Bank,
N.A., incorporated by reference to the Trust's Post-
Effective Amendment No. 5, filed September 20, 1999.
(2)(i) - Investment Sub-Advisory Agreement with Barclays Global
Fund Advisors, incorporated by reference to the Trust's
Post-Effective Amendment No. 5, filed September 20,
1999.
(ii) - Investment Sub-Advisory Agreement with Peregrine
Capital Management, Inc., incorporated by reference to
the Trust's Post-Effective Amendment No. 5, filed
September 20, 1999.
(iii) - Investment Sub-Advisory Agreement with Wells Capital
Management, Inc., incorporated by reference to the
Trust's Post-Effective Amendment No. 5, filed September
20, 1999.
(e) - Distribution Agreement, incorporated by reference to
the Trust's Post-Effective Amendment No. 5, filed
September 20, 1999.
(f) - Not applicable.
(g)(1) - Custody Agreement with Barclays Global Investors, N.A.,
incorporated by reference to the Trust's Post-Effective
Amendment No. 5, filed September 20, 1999.
(2) - Custody Agreement with Norwest Bank Minnesota, N.A.,
incorporated by reference to the Trust's Post-Effective
Amendment No. 5, filed September 20, 1999.
(h)(1) - Administration Agreement with Wells Fargo Bank, N.A.,
incorporated by reference to the Trust's Post-Effective
Amendment No. 5, filed September 20, 1999.
C-1
<PAGE>
<TABLE>
<S> <C>
(2) - Fund Accounting Agreement with Forum Accounting Services, LLC, incorporated by reference to
the Trust's Post-Effective Amendment No. 5, filed September 20, 1999.
(3) - Investment Sub-Advisory Agreement with Wells Capital Management, Inc., incorporated by
reference to the Trust's Post-Effective Amendment No. 5, filed September 20, 1999.
(4) - Transfer Agency and Service Agreement with Boston Financial Data Services, Inc.,
incorporated by reference to the Trust's Post-Effective Amendment No. 5, filed September
20, 1999.
(5) - Form of Participation Agreement, incorporated by reference to the Trust's Post-Effective
Amendment No. 5, filed September 20, 1999.
(6) - Fee and Expense Agreement with Wells Fargo Bank, N.A., incorporated by reference to the
Trust's Post-Effective Amendment No. 5, filed September 20, 1999.
(7) - Securities Lending Agreement with Wells Fargo Bank, N.A. and Norwest Bank Minnesota, N.A.,
incorporated by reference to the Trust's Post-Effective Amendment No. 5, filed September
20, 1999.
(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 the Trust's Post-Effective
Amendment No. 5, filed September 20, 1999.
(n) - Not applicable.
(o) - Not applicable.
</TABLE>
Item 24. Persons Controlled by or Under
Common Control with the Fund.
----------------------------
Registrant believes that 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.
C-2
<PAGE>
Item 26. Business and Other Connections
of Investment Adviser.
-------------------------------------
(a) 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 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.
All the directors of Wells Fargo Bank also serve as directors of Wells Fargo &
Company.
(b) 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 Fund
of the Trust and as adviser or sub-adviser to certain other open-end management
investment companies. The description of BGFA in Parts A and B of this
Registration Statement is incorporated by reference herein. The directors and
officers of BGFA also serve as directors or officers of BGI. To the knowledge of
the Registrant, 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.
(c) Wells Capital Management Incorporated, a wholly-owned
subsidiary of Wells Fargo Bank, N.A., serves as sub-adviser to the Corporate
Bond, Equity Income, Equity Value, Growth, International Equity, Money Market
and Small Cap Growth Funds. The description of Wells Capital Management ("WCM")
in Parts A and B of this Registration Statement is incorporated by reference
herein. None of the directors and principal executive officers of WCM serves, or
has served in the past two fiscal years, in such capacity for any other entity.
(d) Peregrine Capital Management, Inc., a subsidiary of Wells
Fargo Bank, N.A., serves as sub-adviser to the Large Company Growth Fund. The
description of Peregrine Capital Management, Inc. ("Peregrine") in Parts A and B
of the Registration Statement, is incorporated by reference herein. The
following are the directors and principal executive officers of Peregrine who
serve in similar capacities of a substantial nature for other entities.
<TABLE>
<CAPTION>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
- ---- -------- ----------------------
<S> <C> <C>
James R. Campbell President, Chief Executive Norwest Bank Minnesota, N.A.
Director Officer, Director 6th & Marquette
Minneapolis, MN 55479-0116
</TABLE>
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 Barclays Global Funds Inc.,
Nations Fund, Inc., Nations Fund Trust, Nations Funds Trust, Nations LifeGoal
Funds, Inc., Nations Reserves, Nations Annuity Trust, Master Investment 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.
C-3
<PAGE>
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 Fund at 45
Fremont Street, San Francisco, California 94105.
(d) Stephens maintains all Records relating to its services as
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-4
<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 1st day of May, 2000.
WELLS FARGO VARIABLE TRUST
By /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
Assistant Secretary
(Attorney-in-Fact for Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 6 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
- --------- ----- ----
* Trustee
- --------------------------
Robert C. Brown
* Trustee
- --------------------------
Donald H. Burkhardt
* Trustee
- --------------------------
Jack S. Euphrat
* Trustee
- --------------------------
Thomas S. Goho
* Trustee
- --------------------------
Peter G. Gordon
* Trustee
- --------------------------
W. Rodney Hughes
* Trustee
- --------------------------
Richard M. Leach
* Trustee
- --------------------------
J. Tucker Morse
* Trustee
- --------------------------
Timothy J. Penny
* Trustee
- --------------------------
Donald C. Willeke
*By: /s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
May 1, 2000
<PAGE>
WELLS FARGO VARIABLE TRUST
FILE NOS. 333-74283; 811-09255
EXHIBIT INDEX
Exhibit Number Description
EX-99.B(i) Opinion and Consent of Counsel
EX-99.B(ii) Consent of Independent Auditors
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
May 1, 2000
Wells Fargo Variable Trust
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock 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 common stock 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.
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>
CONSENT OF INDEPENDENT AUDITORS
The Board of Trustees
Wells Fargo Variable Trust:
We consent to the use of our report dated February 2, 2000 for Asset Allocation
Fund, Corporate Bond Fund, Equity Income Fund, Equity Value Fund, Growth Fund,
Large Company Growth Fund, Money Market Fund and Small Cap Growth Fund
(portfolios of Wells Fargo Variable Trust) incorporated by reference herein.
We also consent 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
KPMG LLP
San Francisco, California
April 28, 2000