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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
LIFE & ANNUITY TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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IMPORTANT NOTICE: PLEASE COMPLETE
THE ENCLOSED PROXY BALLOT AND RETURN IT
AS SOON AS POSSIBLE. FOR YOUR CONVENIENCE, YOU MAY
VOTE BY CALLING THE TOLL-FREE NUMBER PRINTED ON YOUR
PROXY BALLOT OR BY INTERNET AT WWW.PROXYVOTE.COM.
A CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU.
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, AR 72201
May , 1999
Dear Valued Shareholder:
We are seeking your approval of a proposed reorganization of the Life &
Annuity Fund into new Funds of Wells Fargo Variable Trust. The proposed
reorganization is part of a larger plan to consolidate the entire Stagecoach
fund family with the Norwest Advantage Fund family, following last November's
merger of Wells Fargo & Company and Norwest Corporation. Currently, the
Stagecoach Fund family and the Norwest Advantage Fund family are organized in
six different legal entities. By consolidating these Fund families into new
entities, we expect to reduce management and administrative inefficiencies
arising from the operation of six separate legal entities. We also will achieve
increased market presence for the new consolidated Fund family, which we believe
will be advantageous for all Fund shareholders.
WELLS FARGO BANK HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION SO
THAT SHAREHOLDERS WILL NOT BEAR THESE COSTS.
THE BOARDS OF TRUSTEES OF THE LIFE & ANNUITY TRUST AND NORWEST SELECT TRUST
HAVE UNANIMOUSLY APPROVED THE REORGANIZATION AND BELIEVE THAT IT IS IN THE BEST
INTERESTS OF SHAREHOLDERS, AND THAT THE INTERESTS OF SHAREHOLDERS WILL NOT BE
DILUTED AS A RESULT OF THE REORGANIZATION. THEY RECOMMEND THAT YOU VOTE FOR THE
PROPOSAL AND APPROVE THE REORGANIZATION BY VOTING YOUR PROXY.
Under the Reorganization, each of the Life & Annuity Funds listed above will
transfer all of its assets and liabilities to a Wells Fargo Variable Trust Fund
with the same investment objectives and principal investment strategies. We will
refer to these Fund groups as the LAT Funds and the WF Funds and all of them
together as the Funds. After the reorganization, LAT shareholders will hold
shares of the corresponding WF Fund having the same total value as the shares
that they owned immediately before the reorganization.
<PAGE>
WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION?
- The combined Stagecoach and Norwest Advantage Fund family will provide
investors with a fund family with a wider array of investment options and
therefore more choices of available funds.
- The Reorganization will not trigger any tax consequences for contract
holders.
- By reducing the number of legal entities from six to three, the
reorganization will result in operating efficiencies.
- Wells Fargo will pay all of the costs of the reorganization.
You do not need to make any changes to your investments now. We are
confident that you will be pleased with the choices in the new fund family.
Please read the enclosed proxy materials and consider the information
presented. We encourage you to complete and mail your proxy card promptly. No
postage is necessary if you mail it in the United States. You also may vote on
the internet (http://www.proxyvote.com), or by telephone by calling the
toll-free number printed on your proxy ballot. We encourage you to vote
promptly.
Very truly yours,
[NAME]
[TITLE]
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ASSET ALLOCATION FUND
EQUITY VALUE FUND
GROWTH FUND
MONEY MARKET FUND
SERIES OF LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, AR 72201
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 5, 1999
This is the formal agenda for the Funds' special shareholder meeting. It
tells shareholders what matters will be voted on and the time and place of the
meeting.
To the Shareholders of LAT Funds:
A special meeting of the shareholders will be held on Thursday, August 5,
1999, at 10:00 a.m. (Eastern Time) at the office of Morrison & Foerster LLP,
2000 Pennsylvania Avenue, N.W., Washington, D.C., to consider the following:
1. A proposal to approve an Agreement and Plan of Reorganization for the
LAT Funds. Under this Agreement, the LAT Funds listed above will transfer
all of their assets and liabilities to a newly-created corresponding WF
Fund in exchange for shares of the WF Fund. These shares will be
distributed proportionately to the shareholders of the LAT Fund. The WF
Fund also would assume the liabilities of the LAT Fund.
2. Any other business that properly comes before the meeting.
Shareholders of record as of the close of business on May 6, 1999 are
entitled to vote at the meeting and any related follow-up meetings.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE THE
ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD) OR VOTE ON THE INTERNET OR BY
TELEPHONE.
By Order of the Board of Trustees
--------------------------------------
Secretary
May , 1999
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.
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ASSET ALLOCATION FUND
EQUITY VALUE FUND
GROWTH FUND
MONEY MARKET FUND
COMBINED PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
INTRODUCTION
WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
This is a proxy statement containing information that shareholders should
know before voting on the Reorganization of the LAT Funds. The shares of the LAT
Funds may be purchased only by separate accounts of insurance companies for the
purpose of funding variable insurance products, including variable annuity
contracts and variable life insurance policies. As of the record date, the
shares of the LAT Funds were legally owned by participating insurance companies,
including American Skandia Life Assurance Corporation, to fund various variable
annuity products, including Stagecoach annuity products. This proxy statement is
being forwarded to holders of the variable insurance contracts and policies,
whom we will call contract holders, who beneficially own shares of the LAT
Funds. The participating insurance companies will vote their shares in
accordance with the instructions from contract holders. Because contract holders
beneficially own LAT Fund shares, they should view themselves as shareholders of
the LAT Funds for purposes of this proxy statement.
On March 25, 1999, the Board of Trustees approved a plan to reorganize the
LAT Funds into newly created WF Funds with the same investment objectives and
principal investment strategies. The proposed reorganization is part of a larger
plan to consolidate the Stagecoach Fund family with the Norwest Fund family,
following last November's merger of Wells Fargo & Company and Norwest
Corporation. This proxy statement contains the information shareholders should
know before voting on the proposed reorganization.
HOW WILL THE REORGANIZATION WORK?
The Reorganization will have three steps:
- the transfer of the assets of the LAT Funds to the corresponding WF Funds
in exchange for shares of the WF Funds of equivalent value to the net
assets transferred;
- the pro rata distribution of the WF Fund's shares to the shareholders of
record of the LAT Fund as of the effective date of the Reorganization in
full redemption of those shareholders' shares in the LAT Fund; and
- the immediate liquidation and termination of the LAT Fund and Life &
Annuity Trust.
As a result of the reorganization, each shareholder of a LAT Fund will
instead hold shares of the corresponding WF Fund having the same total value as
the shares that they held immediately before the Reorganization. If any LAT Fund
fails to approve the Reorganization, it will not participate in the
Reorganization and it will not be terminated. In such a case, the LAT Fund will
continue its operations and its Trustees will consider what further action is
appropriate.
WILL THE REORGANIZATION AFFECT MY CONTRACT RIGHTS?
The participating insurance companies have advised us that as contract
owners in an annuity, you will continue to receive income payments according to
the option you have chosen under the contract
4
<PAGE>
prospectus. The reorganization will not affect your contract rights, except that
your variable payments will depend on the performance of the WF Fund instead of
the LAT Fund.
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?
Yes, additional information about the LAT Funds is available in:
- Prospectuses for the LAT and WF Funds;
- Statements of Additional Information, or SAIs, for the LAT and WF Funds:
- LAT Funds' Annual and Semi-Annual Reports, which contain audited financial
statements for the most recent fiscal year.
All of this information is in documents filed with the Securities and
Exchange Commission. The financial statements contained in the annual reports
are legally deemed to be part of this proxy statement. The annual reports, which
contain financial statements for the most recent fiscal year, have been
previously mailed to shareholders and forwarded to contract holders. Copies of
all these documents are available free of charge by writing or calling the
address or toll-free number listed below.
The WF Funds currently are not operating mutual funds nor do they have an
effective prospectus that contains a description of all of the new WF Funds.
They do, however, have a preliminary prospectus and Statement of Additional
Information. These documents are subject to completion and revision before
becoming effective with the SEC.
All of these documents also are available through the SEC's web site at
www.sec.gov (Information about the WF Funds may be found under Wells Fargo
Variable Trust, and information about LAT Funds may be found under Life &
Annuity Trust).
Shareholders may obtain copies of all of these documents by writing to or
calling:
Wells Fargo Variable Trust
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612
There is an Agreement and Plan of Reorganization between LAT Funds and WF
Funds that lays out the technical details of how the Reorganization will be
accomplished. Copies of this Agreement and Plan are available free of charge by
writing to or calling the address or toll-free number listed above.
It is expected that this Proxy Statement will be mailed to shareholders in
early June 1999.
5
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Introduction............................................................................................... 7
Description of the Proposal.............................................................................. 7
Reasons for the Reorganization........................................................................... 7
Effects of the Reorganization.............................................................................. 8
Comparison of Business Structures........................................................................ 8
Comparison of Investment Advisors and Advisory Fees...................................................... 9
Substitution of a Distribution Plan for the existing Shareholder Servicing Plan.......................... 9
Modernized and Streamlined Investment Strategies and Restrictions........................................ 9
Comparison of Expenses................................................................................... 10
Other Information about the Proposed Transaction........................................................... 10
Federal Income Tax Consequences.......................................................................... 10
More Information on Proxy Voting......................................................................... 10
Large Shareholders and Contract Holders.................................................................. 11
EXHIBIT A: Information About the Trustees.................................................................. 13
EXHIBIT B: Fee and Expense Comparisons..................................................................... 14
</TABLE>
6
<PAGE>
INTRODUCTION
The Board of Trustees called this meeting to allow shareholders to consider
and vote on one proposal--the proposed reorganization of the LAT Funds into new
corresponding WF Funds. We shall refer to this as the Reorganization. Although
there is one proposal before shareholders of each Fund, the Reorganization will
result in some common changes to all of the Funds, and will result in some
changes that are limited to a particular Fund. Please be sure to read the entire
proxy statement and the attached exhibits to determine how the Reorganization
will affect your particular Fund before casting your vote.
DESCRIPTION OF THE PROPOSAL
On March 25, 1999, the Board of Trustees of the LAT Funds unanimously voted
to approve the Reorganization, subject to approval of the Funds' shareholders.
At the meeting, the shareholders of the LAT Funds will be asked to approve the
proposed Reorganization of the LAT Funds into a corresponding WF Fund. The
Reorganization will include the transfer of all assets and liabilities of the
LAT Fund to a corresponding WF Fund. LAT shareholders will receive shares in a
comparable class of a WF Fund equal in value to the value of their shares in the
LAT Fund immediately before the Reorganization. If approved by shareholders, the
Reorganization is expected to occur in September 1999. The LAT Fund will then be
terminated and liquidated.
The investment objectives and principal investment strategies of each Fund
will remain the same. The name of the corresponding WF Fund will remain the
same. The investment policies of the WF Funds differ in some respects from the
LAT Fund. These changes are described in general terms below.
THE REASONS FOR THE REORGANIZATION
The Reorganization is part of a larger plan to consolidate the Stagecoach
Fund family with the Norwest Advantage Fund family after the merger of Wells
Fargo & Co. and Norwest Corporation in November 1998. To accomplish this goal,
some of the LAT and Norwest Funds are merging together into new WF Funds. YOUR
Fund is NOT being merged with an existing Norwest Fund. Rather, your Fund will
be reorganized into a WF Fund with the same investment objectives and principal
investment strategies and the same name as your existing LAT Fund.
One of the primary purposes of the Reorganization is to consolidate the
entire Stagecoach fund family and the Norwest fund family into the new WF Fund
family. If the Reorganization is approved, the new WF Fund will offer 9 funds to
insurance companies to fund variable insurance products. The benefits of
consolidating the LAT Funds with the WF Funds include:
- eliminating the marketing and management overlap arising from operating
two separate Fund families;
- facilitating more effective marketing and distribution of all Fund shares
by creating one single, recognizable fund family--the WF Fund family;
- providing insurance company shareholders with access to an expanded menu
of investment choices, which should benefit all Fund shareholders; and
- reorganizing all of the Stagecoach and Norwest Funds into three new legal
entities subject to the same state law (instead of six entities subject to
the laws of three different states as currently structured) and
modernizing the governing documents can increase operational efficiencies
and manage expenses by eliminating duplicative costs, such as fund
compliance and recordkeeping.
THE COMPLETION OF THE REORGANIZATION IS CONDITIONED UPON LAT FUNDS RECEIVING
AN OPINION THAT THE REORGANIZATION WILL BE A TAX-FREE TRANSACTION FOR THE LAT
FUNDS LISTED ABOVE. THE REORGANIZATION WILL NOT TRIGGER ANY TAX CONSEQUENCES FOR
CONTRACT HOLDERS.
7
<PAGE>
The Reorganization will not result in dilution for any shareholder because
LAT shareholders will own the same amount of shares with the same value of the
WF Fund immediately after the Reorganization that they owned in the LAT Fund
immediately before the Reorganization.
Wells Fargo also has agreed to pay all of the expenses associated with the
Reorganization, including the cost of soliciting proxies to obtain shareholder
approval.
After considering the expense ratios for the existing LAT Fund and the
corresponding WF Fund, and all of the benefits of the proposed Reorganization,
the LAT Board unanimously approved the proposed Reorganization and recommended
that you vote to approve the Reorganization by voting FOR the proposal.
THE EFFECTS OF THE REORGANIZATION
The proposed Reorganization will result in some changes that are common to
all of the LAT Funds, and establish a new fee structure for each LAT Fund. These
changes are listed below, and are discussed in more detail later in the sections
that follow.
- The Reorganization of all of the Funds into a Delaware business trust with
10 Trustees, five of whom currently serve as LAT Trustees and five of whom
currently serve as Norwest Trustees;
- New arrangements with existing investment advisor and sub-advisors.
- Substituting a Distribution Plan for the existing Shareholder Servicing
Plan.
- Modernizing and streamlining the fundamental investment policies of the
Funds, and classifying the investment objectives of each Fund as
non-fundamental policies.
- The creation of a new fee structure.
COMPARISON OF BUSINESS STRUCTURES
Federal securities laws largely govern the way that mutual funds operate,
but they do not cover every aspect of a fund's existence and operation. State
law and each fund's governing documents fill in most of the gaps and can create
additional operational rules and restrictions that funds must follow. Your Fund
is currently organized as Delaware business trust. The proposed Reorganization
would reorganize your Fund into a new Delaware business trust with a new
governing document. The reason for choosing a new Delaware business trust is to
have all the Funds of the new WF Fund family organized in the same manner, and
subject to the same state law and governing document, and to take advantage of
the chance to adopt modern, updated organizational documents for the new Fund
family.
Because your Fund is a Delaware trust, the Reorganization would not change
the applicable state law. The following is a discussion of the current governing
documents o your LAT Funds and the governing document that will apply if it
reorganizes as a new WF Fund. This discussion is not a comprehensive review of
all technical distinctions between the different documents. The discussion
highlights certain information about the Funds' business structures and explains
some of the differences between them.
- THE BOARD OF TRUSTEES. The Board of the WF Funds has ten trustees, five
of whom currently serve as LAT Trustees and five of whom currently serve
as Norwest Trustees. A combined Board of LAT Trustees and Norwest Trustees
should ensure a smooth consolidation of the LAT and Norwest Fund families.
A majority of the Trustees of the WF Funds are disinterested trustees,
which means that they are independent of the WF Funds and the Funds'
adviser and distributor. Exhibit A contains a brief biography of each
Trustee.
- ACTIONS OF THE BOARD. Delaware business trust law provides the Board with
more flexibility in how they may meet and decide matters for the Funds.
Under Delaware law, there is no restriction on how the Board may act and
the Board may determine these matters if the Declaration of Trust is
8
<PAGE>
drafted to permit them to do so. The WF Declaration creates certain
default requirements that the Board may override if it chooses. There is
no material change.
- SHAREHOLDER VOTING RIGHTS. Under Delaware law, shareholders are entitled
to vote only on matters if required by the federal securities laws, or
under the Declaration of Trust. The WF Funds' Declaration of Trust would
require shareholder approval of any matter only if required under the
federal securities laws or if the Board decides to submit the matter for
shareholder approval. The WF Funds' Declaration of Trust will change
shareholder voting rights. For example, shareholders of the WF Funds will
not have the right to vote to remove the trustees, call a special meeting
of shareholders, or vote on reorganizations unless required under the
federal securities laws. By limiting mandatory shareholder votes to those
matters expressly required under the federal securities laws, the Funds
can save money by not having to schedule special shareholder meetings and
solicit shareholder proxies.
COMPARISON OF INVESTMENT ADVISORS AND ADVISORY FEES
Wells Fargo Bank, a wholly-owned subsidiary of Wells Fargo & Company,
currently serves as the investment advisor to each of the LAT Funds listed above
AND WILL CONTINUE TO SERVE AS THE INVESTMENT ADVISOR TO YOUR 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. As of December 31, 1998, Wells
Fargo and its affiliates provided advisory services for over $290 billion in
assets.
Wells Capital Management or WCM, a wholly-owned subsidiary of Wells Fargo
Bank, currently serves as investment sub-advisor to all of the LAT Funds covered
by this proxy statement, except for the Asset Allocation Fund. In this capacity,
it is responsible for the day-to-day management activities of those Funds. WCM
WILL CONTINUE TO SERVE AS THE SUB-ADVISOR TO THE CORRESPONDING WF FUND. As of
December 31, 1998, WCM provided advisory services for over $39.8 billion in
assets.
The Asset Allocation Fund currently is sub-advised by Barclays Global Fund
Advisors or BGFA, AND BGFA WILL CONTINUE TO SERVE AS SUB-ADVISOR FOR THE WF
ASSET ALLOCATION FUND. BGFA is a wholly-owned subsidiary of Barclays Global
Investors, N.A. and an indirect subsidiary of Barclays Bank PLC. In this
capacity, BGFA is responsible for the model that is used to manage the
investment portfolio and selection of securities for the portfolio. BGFA was
created as part of the reorganization of Wells Fargo Nikko Investment Advisors,
a former affiliate of Wells Fargo Bank, and is one of the largest providers of
index portfolio management services. As of January 31, 1999, BGFA provided
investment advisory services for $27 billion in assets.
Exhibit B contains tables that compare the current and proposed fees for
each of the LAT Funds, including a comparison of current and proposed advisory
fees, with and without waivers and reimbursements. You should review the
applicable fee information for your particular Fund.
SUBSTITUTION OF A DISTRIBUTION FEE FOR AN EXISTING SHAREHOLDER SERVICING FEE
Currently, each LAT Fund charges a shareholder servicing fee that covers the
cost of selling agents performing certain services for your account, such as
preparing account statements, confirmations, answering questions about your
account and other shareholder services. American Skandia currently provides
these services. Instead of charging a shareholder servicing fee, the WF Fund
will charge a distribution fee in the same amount. The distribution fee will be
paid to American Skandia to help sell Fund shares, and to continue to provide
shareholder services. Because WF Funds has replaced the shareholder servicing
fee with the distribution fee, this change will not increase the Fund's
operating expense ratios.
MODERNIZED AND STREAMLINED INVESTMENT POLICIES AND RESTRICTIONS
YOUR FUND'S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES WILL
NOT CHANGE AS A RESULT OF THE REORGANIZATION.
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However, the WF Funds will have more modern and streamlined investment
policies and restrictions. Investment policies can limit a portfolio manager
from investing in a security that is consistent with the investment objective
and principal investment strategies of a Fund and an appropriate investment. One
reason for changing some of these investment policies was to adopt uniform
investment policies for similarly managed funds in the WF Fund family, and to
remove restrictions that unnecessarily hamper a portfolio manager's investment
discretion.
The WF Funds will have fewer "fundamental" investment policies, which can
only be changed with shareholder approval and restrict the Funds' ability to
respond to new developments and changing trends. The list of "fundamental"
policies will be consistent across all WF Funds (with limited exceptions), which
will greatly facilitate compliance and monitoring activities. Currently, each
LAT Fund has its own list of fundamental policies, which results from each Fund
being created at a different time in the LAT Funds' history.
Also, the WF Funds' investment objectives will not be classified as
fundamental, which means that the Board can change them without shareholder
approval. By eliminating the need for shareholder approval, the Funds can better
respond to changing conditions and can save the Funds money by eliminating the
need to solicit proxies to obtain shareholder approval. There is no current plan
to change any investment objectives.
COMPARISON OF FEES AND EXPENSES
After the Reorganization, the projected operating expense ratios for the LAT
Funds will change from the current ratios. Wells Fargo, as investment adviser to
the WF Funds, however, has agreed to fee waivers for one year so that the
operating expense ratios will be at or close to the current expense ratios.
Wells Fargo also agreed to discuss any reduction in the waiver or reimbursement
with the WF Funds Trustees. Exhibit B contains comparative fee tables for each
LAT Fund that contains more information about expenses, both before and after
waivers and reimbursements. You should consult the table for your Fund to see if
there are proposed changes to the expense levels for your Fund and the amount of
any change.
OTHER INFORMATION ABOUT THE PROPOSED REORGANIZATION
FEDERAL INCOME TAX CONSEQUENCES
The completion of this Reorganization is subject to the condition that the
LAT Funds receive an opinion from KPMG LLP that the Reorganization will not
result in the recognition of gain or loss for federal income tax purposes by the
Funds under Sections 361 and 1032 of the Internal Revenue Code of 1986, or by
the LAT Funds or WF Funds' shareholders under Section 354 of the Code. The
Reorganization will not trigger any tax consequences for contract holders.
MORE INFORMATION ON PROXY VOTING
Shareholders of all of the LAT Funds who own shares on May 6, 1999 are
eligible to vote on the proposed Reorganization. As of the record date,
participating insurance companies, on behalf of their separate accounts, were
shareholders of record. The insurance companies will vote shares of the LAT
Funds held by them in accordance with voting instructions received from contract
holders for whose accounts the shares are held. In order to proceed with the
Reorganization, at least 2/3 of the outstanding shares of each LAT Fund and of
Life & Annuity Trust must approve the Reorganization.
Contract holders have voting rights in relation to the account value
maintained in the participating insurance company sub-accounts. You do not have
voting rights in relation to account value maintained in any fixed allocations
or in relation to fixed or adjustable annuity payments.
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The participating insurance companies will vote the shares of the LAT Funds
in which the sub-accounts invest in the manner directed by contract holders.
Contract holders give instructions equal to the number of shares represented by
the sub-account units attributable to their annuity or policy contract.
The participating insurance companies will vote the shares attributable to
assets held in the sub-accounts solely for the participating insurance company
rather than on behalf of contract holders, or any shares as to which they have
not received voting instructions, in the same manner and proportion as the
shares for which they have received voting instructions. For proxies received
with no instructions on how to vote, the insurance company will vote those
shares FOR the proposal.
The participating insurance companies will provide contract holders with
proper forms and proxies to enable them to provide voting instructions to the
insurance company.
Shareholders may vote in one of four ways. You may complete and sign the
enclosed proxy card and mail it to us in the enclosed prepaid return envelope
(if mailed in the United States). You may vote on the internet by going to
http://www.proxyvote.com and following the instructions. You also can vote by
calling the toll-free number printed on your proxy ballot. Last, you may vote in
person by attending the special meeting.
Any shareholder may revoke a proxy once the proxy is given. A shareholder
desiring to revoke a proxy must either submit to the appropriate LAT Fund a
later dated proxy, deliver to the LAT Fund a written notice of revocation, or
otherwise give written notice of revocation in person at the meeting. All
properly executed proxies received in time for the meeting will be voted as
specified in the proxy, or, if no specification is made FOR the proposal.
The election inspectors will count your vote at the meeting, if cast in
person or by proxy. The election inspectors will count:
- votes cast "for" the proposal to determine whether sufficient affirmative
votes have been cast;
- abstentions to determine whether a quorum is present at the meeting, but
not to determine whether the proposal has been approved.
The Trustees know of no matters other than the proposal regarding the
Reorganization that will be brought before the meeting. If, however, any other
matters properly come before the meeting, it is the Trustees' intention that
proxies will be voted on such matters based on the judgment of the persons named
in the enclosed form of proxy.
In addition to the solicitation of proxies by mail or expedited delivery
service, the Board of Trustees of LAT Funds and employees and agents of D.F.
King & Company may solicit proxies in person or by telephone. Wells Fargo Bank
will reimburse upon request persons holding shares as nominees for their
reasonable expenses in sending soliciting materials to their principals. The LAT
Funds have engaged the proxy solicitation firm of D.F. King & Company which, for
its solicitation services, will receive a fee from Wells Fargo Bank estimated at
$20,000 and reimbursement of out-of-pocket expenses estimated at $155,000.
LARGE SHAREHOLDERS AND CONTRACT HOLDERS
The federal securities laws require that we include information about
shareholders that own 5% or more of the outstanding shares of any of the Funds.
11
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<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -------------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE OF
TYPE OF PERCENTAGE PERCENTAGE FUND POST
FUND ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
- -------------------------- ---------------------------- ----------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Life and Annuity Trust AMERICAN SKANDIA LIFE Class 99.97% 99.97% 99.97%
Asset Allocation Fund P.O. BOX 883 Record Holder
SHELTON CT 06484
Life and Annuity Trust AMERICAN SKANDIA LIFE Class 99.45% 99.45% 99.45%
Equity Value Fund P.O. BOX 883 Record Holder
SHELTON CT 06484
Life and Annuity Trust AMERICAN SKANDIA LIFE Class 99.94% 99.94% 99.94%
Growth Fund P.O. BOX 883 Record Holder
SHELTON CT 06484
Life and Annuity Trust AMERICAN SKANDIA LIFE P.O. Class 99.88% 99.88% 99.88%
Money Market Fund BOX 883 Record Holder
SHELTON CT 06484
</TABLE>
12
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EXHIBIT A
INFORMATION ABOUT THE TRUSTEES
<TABLE>
<CAPTION>
NAME AGE OCCUPATION
- ------------------------- --- ------------------------------------------------------------------------------
<S> <C> <C>
Jack S. Euphrat 76 Board member of SC Funds since its inception in 1991; member of the Audit and
Nominating Committees. Private Investor. Lives in Atherton, California.
Thomas S. Goho 57 Board member of SC Funds since its inception in 1991; Chairman of the
Nominating Committee and member of the Audit Committee. Associate Professor of
Finance of the School of Business and Accounting at Wake Forest University
since 1982. Lives in Winston-Salem, North Carolina.
Peter G. Gordon 56 Board member of SC Funds since 1998; Chairman of the Audit Committee and
member of the Nominating Committee. Chairman and Co-Founder of Crystal Geyser
Water Company and President of Crystal Geyser Roxane Water Company since 1977.
Lives in Mill Valley, California.
W. Rodney Hughes 72 Board member of SC Funds since its inception in 1991. Private investor. Lives
in San Rafael, California.
Richard M. Leach 65 Board member of the Norwest Advantage Fund family since inception; member of
the Audit and Nominating Committees. President of Richard M. Leach Associates
(a financial consulting firm) since 1992. Prior thereto, he was Senior Adviser
of Taylor Investments (a registered investment adviser).
J. Tucker Morse 54 Board member of SC Funds since its inception in 1991. Chairman of Home Account
Network, Inc.; Chairman of Renaissance Properties Ltd.; President of Morse
Investment Corporation; Co-Managing Partner of Main Street Ventures. Lives in
Charleston, South Carolina.
Robert C. Brown 67 Board member of the Norwest Advantage Fund family since 1992; member of the
Valuation Board Committee. Director, Federal Farm Credit Banks Funding
Corporation and Farm Credit System Financial Assistance Corporation since
February 1993. Prior thereto, he was Manager of Capital Markets Group, Norwest
Corporation, until 1991. Lives in Sarasota, Florida.
Donald H. Burkhardt 72 Board member of the Norwest Advantage Fund family since 1992; Chairman of the
Audit Board Committee and member of the Nominating Board Committee. Principal
of the Burkhardt Law Firm. Lives in Denver, Colorado.
Timothy J. Penny 46 Board member of the Norwest Advantage Fund family since 1995; member of the
Nominating and Audit Board Committees. Senior Counsel to the public relations
firm of Himle-Horner since January 1995 and Senior Fellow at the Humphrey
Institute, Minneapolis, Minnesota (a public policy organization) since January
1995. Prior thereto, he was Representative to the United States Congress from
Minnesota's First Congressional District. Lives in Waseca, Minnesota.
Donald C. Willeke 58 Board member of the Norwest Advantage Fund family since 1995; member of the
Nominating and Audit Board Committees. Principal of the law firm of Willeke &
Daniels. Lives in Minneapolis, Minnesota.
</TABLE>
13
<PAGE>
EXHIBIT B
FEE AND EXPENSE COMPARISONS
<TABLE>
<CAPTION>
LAT Fund WFVT Fund
- -------------------------------- --------------------------------
Before Waiver After Waiver Before Waiver After Waiver
- --------------- --------------- --------------- ---------------
<S> <C> <C> <C>
LAT Asset Allocation Fund WF Asset Allocation Fund
1.11% 0.96% 1.21% 1.00%
LAT Equity Value Fund WF Equity Value Fund
2.52% 1.10% 2.07% 1.00%
LAT Growth Fund WF Growth Fund
1.18% 1.10% 1.24% 1.00%
LAT Money Market Fund WF Money Market Fund
1.28% 0.86% 1.36% 0.85%
</TABLE>
14
<PAGE>
APPENDIX
<TABLE>
<S> <C>
LIFE & ANNUITY TRUST NORWEST SELECT TRUST
111 CENTER STREET TWO PORTLAND SQUARE
LITTLE ROCK, AR 77201 PORTLAND, ME 04101
</TABLE>
BY MY SIGNATURE BELOW, I APPOINT R. GREG. FELTUS, RICHARD H. BLANK, JR. AND
MICHAEL W. NOLTE (OFFICERS OF LIFE & ANNUITY TRUST), THOMAS G. SHEEHAN, DON L.
EVANS AND DAVID I. GOLDSTEIN (OFFICERS OF NORWEST SELECT TRUST) AS MY PROXIES
AND ATTORNEYS TO VOTE ALL FUND SHARES OF THE PORTFOLIO(S) IDENTIFIED BELOW THAT
I AM ENTITLED TO VOTE AT THE SPECIAL MEETING(S) OF SHAREHOLDERS OF LIFE AND
ANNUITY TRUST (THE "LAT FUNDS") AND NORWEST SELECT TRUST (THE "NAF FUNDS") TO BE
HELD AT THE OFFICES OF MORRISON & FOERSTER LLP, 2000 PENNSYLVANIA AVENUE, N.W.,
WASHINGTON, D.C. ON THURSDAY, AUGUST 5, 1999 AT 10:00 A.M. (EASTERN TIME), AND
AT ANY ADJOURNMENTS OF THE MEETING. THE PROXIES SHALL HAVE ALL THE POWERS THAT I
WOULD POSSESS IF PRESENT. I HEREBY REVOKE ANY PRIOR PROXY, AND RATIFY AND
CONFIRM ALL THAT THE PROXIES, OR ANY OF THEM, MAY LAWFULLY DO. I ACKNOWLEDGE
RECEIPT OF THE NOTICE OF SPECIAL SHAREHOLDERS MEETING AND THE COMBINED PROXY
STATEMENT DATED MAY 25, 1999.
THIS PROXIES SHALL VOTE MY SHARES ACCORDING TO MY INSTRUCTIONS GIVEN BELOW
WITH RESPECT TO THE PROPOSAL. IF I DO NOT PROVIDE AN INSTRUCTION, I UNDERSTAND
THAT THE PROXIES WILL VOTE MY SHARES IN FAVOR OF THE PROPOSAL. THE PROXIES WILL
VOTE ON ANY OTHER MATTER THAT MAY ARISE IN THE MEETING ACCORDING TO THEIR BEST
JUDGMENT.
THIS PROXY IS SOLICITED BY THE BOARDS OF TRUSTEES OF THE LAT AND NAF FUNDS,
WHICH UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
PLEASE VOTE THE SHARES I HAVE INDICATED BELOW IN THE FOLLOWING MANNER:
1. To reorganize the Fund into a Fund of Wells Fargo Variable Trust, a new
Delaware business trust.
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C>
Name of Fund ------------------------------ --------------------------------------------
Signature of Shareholder
No. of Shares -------------------------------
--------------------------------------------
Signature of Shareholder
</TABLE>
NOTE: PLEASE MAKE SURE THAT YOU COMPLETE, SIGN AND DATE YOUR PROXY CARD. PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR ON YOUR ACCOUNT. WHEN SIGNING AS A
FIDUCIARY, PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN
AUTHORIZED OFFICER.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY ENCLOSING THE PROXY BALLOT IN THE ENCLOSED
POSTAGE PAID ENVELOPE. YOU ALSO MAY VOTE BY CALLING THE TOLL-FREE NUMBER PRINTED
ON YOUR PROXY BALLOT 24 HOURS A DAY, OR ON THE INERNET AT WWW.PROXYVOTE.COM. A
CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU.
15
