SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
March 2, 2000
FORM N-8F
APPLICATION FOR DEREGISTRATION FILED PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby applies to the Securities and
Exchange Commission for an order of deregistration under and pursuant to the
provisions of Section 8(f) of the Investment Company Act of 1940 (the "Act") and
in connection with such application for deregistration submits the following
information:
LIFE & ANNUITY TRUST
Name
111 Center Street
Little Rock, AR 72201
Address of Principal Business Office (No. & Street, City, State Zip Code)
Telephone Number (including area code): (800) 643-9691
Name and address of agent for service of process:
Richard H. Blank, Jr.
Stephens Inc.
111 Center Street, Suite 300
Little Rock, AR 72201
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
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I. General Identifying Information
1. Reason fund is applying to deregister:
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: Life & Annuity Trust
3. Securities and Exchange Commission File No.: 811-8118
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
111 Center Street, Little Rock, AR 72201
6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
Janis E. Fonda, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
(202) 887-1537
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with Rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, 31a-2]:
Wells Fargo Bank, N.A. Stephens Inc.
525 Market Street 111 Center Street, Suite 300
San Francisco, CA 94105 Little Rock, AR 72201
1-800-222-8222 1-800-643-9691
8. Classification of fund:
[X] Management company; [ ] Unit investment trust; or [ ] Face-amount
certificate company.
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Delaware
11. Name and address of each investment adviser of the fund (including sub-advisers) during the last five years:
Wells Fargo Bank, N.A. 525 Market Street, 12th Floor
(Adviser) San Francisco, CA 94105
Wells Capital Management, Inc. 525 Market Street, 10th Floor
(Sub-Adviser) San Francisco, CA 94105
Barclay Global Fund Advisors 45 Fremont Street
(Sub-Adviser) San Francisco, CA 94105
12. Name and address of each principal underwriter of the fund during the last five years:
Stephens Inc.
111 Center Street
Little Rock, AR 72201
13. Not Applicable.
14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company
separate account)?
[ ] Yes [X] No
15. (a) Did the fund obtain approval from the board of trustees concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
Date on which the board vote took place:
March 25, 1999
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
Date on which the shareholder vote took place:
August 5, 1999
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
[X] Yes [ ] No
(a) Date on which the fund made those distributions:
September 20, 1999.
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) Not Applicable.
(e) Not Applicable.
17. Not Applicable.
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
[ ] Yes [X] No
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
IV. Information About Event(s) Leading to Request for Deregistration
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
(i) Legal expenses: $61,176
(ii) Accounting expenses: $9,412
(iii) Other expenses (list and identify separately):
Shareholder Reports $54,050
Solicitation Services $20,000
(iv) Total expenses (sum of lines (i)-(iii) above): $144,638
(b) How were those expenses allocated?
Wells Fargo Bank, N.A., as investment adviser to the successor funds, agreed to bear all of the expenses related to
the merger.
(c) Who paid those expenses?
Wells Fargo Bank, N.A., investment adviser to the successor funds.
(d) How did the fund pay for unamortized expense (if any)? Not Applicable.
23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
Wells Fargo Variable Trust
(b) State the Investment Company Act file number of the fund surviving the Merger:
811-09255
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used, and date the
agreement was filed:
The Agreement and Plan of Reorganization was filed with the
Commission as Exhibit B to the Wells Fargo Variable Trust Form
N-14 Registration Statement, File #333-76831, filed April 22,
1999.
(d) Not Applicable.
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dc-184471
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Life & Annuity Trust (ii) he is the Secretary and Treasurer of
Life & Annuity Trust and (iii) all actions by shareholders, directors, and any
other body necessary to authorize the undersigned to execute and file this Form
N-8F application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his knowledge,
information and belief.
/s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
