<PAGE>
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
NORWEST SELECT FUNDS
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
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 24 HOURS A DAY OR BY INTERNET AT WWW.PROXYVOTE.COM
A CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU.
NORWEST SELECT FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
June 1, 1999
Dear Valued Shareholder:
We are seeking your approval of a proposed reorganization of your Norwest
Select Income Equity Fund into the Wells Fargo Income Equity Fund, which is a
new Fund of the Wells Fargo Variable Trust. The proposed reorganization is part
of a larger plan to consolidate the Life & Annuity Trust Fund and Norwest Select
Fund families, following last November's merger of Wells Fargo & Company and
Norwest Corporation. Currently, the Life & Annuity Trust Funds and Norwest
Select Funds are organized in two different legal entities. In a separate proxy
statement, the Life & Annuity Trust Funds also are seeking approval from their
shareholders for the proposed reorganization of the Life & Annuity Trust Funds
into new Funds of the Wells Fargo Variable Trust.
By consolidating these Fund families into new entities, we expect to reduce
management and administrative inefficiencies arising from the operation of two
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 BOARD OF TRUSTEES OF THE NORWEST SELECT FUNDS HAS UNANIMOUSLY APPROVED
THE REORGANIZATION AND BELIEVES 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. THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL AND APPROVE
THE REORGANIZATION.
Under the reorganization, the Norwest Select Income Equity Fund will
transfer all of its assets and liabilities to the Wells Fargo Income Equity Fund
with the same investment objectives and principal investment strategies. We will
refer to these Funds as the NS Fund and the WFVT Fund and together as the Funds.
We will refer to the Norwest Select Fund family, Life & Annuity Trust Fund
family, and the Wells Fargo Variable Trust Fund family as the NS Funds, LAT
Funds and WFVT Funds. After the reorganization, shareholders of the NS Fund will
hold shares of the WFVT Fund having the same total value as the shares that the
shareholders held immediately before the reorganization.
WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION?
- The combined Fund families will provide investors with a wider array of
investment options and therefore more choices of available funds.
- The reorganization will not cause any tax consequences for contract
holders.
- By reducing the number of legal entities to one, the reorganization will
result in operating efficiencies for the Fund.
- Wells Fargo will pay all of the costs of the reorganization.
<PAGE>
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 WFVT 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 at the toll-free number
printed on your proxy ballot. We encourage you to vote promptly.
Very truly yours,
/s/ John Y. Keffer
John Y. Keffer
President
Norwest Select Funds
2
<PAGE>
INCOME EQUITY FUND
NORWEST SELECT FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 5, 1999
This is the formal agenda for the Fund's special shareholder meeting. It
tells shareholders what matters will be voted on and the time and place of the
meeting.
To the Shareholders of Norwest Select Income Equity Fund:
A special meeting of the shareholders will be held on August 5, 1999, at
10:00 a.m. (Eastern Time) at the office of Morrison & Foerster LLP, 2000
Pennsylvania Avenue, N.W., Suite 5500, Washington, D.C., to consider the
following:
1. A proposal to approve an Agreement and Plan of Reorganization for the NS
Fund. Under this Agreement, the NS Fund will transfer all of its assets
and liabilities to a newly-created corresponding WFVT Fund in exchange
for shares of the WFVT Fund. These shares will be distributed
proportionately to the shareholders of the NS Fund. The WFVT Fund also
would assume the liabilities of the NS 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 AND RETURN
THE ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD) OR VOTE ON THE INTERNET OR BY
TELEPHONE.
By Order of the Board of Trustees
David I. Goldstein
Secretary
June 1, 1999
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.
3
<PAGE>
INCOME EQUITY FUND
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 proposed Reorganization of the NS Fund. The shares of
the Fund 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 NS Fund were legally owned by participating insurance companies to
fund various variable 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 NS Fund. The participating
insurance companies will vote their shares in accordance with the instructions
from contract holders. Because contract holders beneficially own NS Fund shares,
they should view themselves as shareholders of the NS Fund for purposes of this
proxy statement.
On March 25, 1999, the Board of Trustees approved a plan to reorganize the
NS Fund into the newly created WFVT Fund with the same investment objectives and
principal investment strategies. The proposed Reorganization is part of a larger
plan to consolidate the LAT Fund and NS Fund families, following the merger of
Wells Fargo & Company and Norwest Corporation in November 1998. This proxy
statement contains the information shareholders should know before voting on the
proposed Reorganization of the NS Fund into the corresponding WFVT Fund.
HOW WILL THE REORGANIZATION WORK?
The Reorganization will involve three steps:
- the transfer of the assets of the NS Fund to the WFVT Fund in exchange for
shares of the WFVT Fund of equivalent value to the net assets transferred;
- the pro rata distribution of the WFVT Fund's shares to the shareholders of
record of the NS Fund as of the effective date of the Reorganization in
full redemption of those shareholders' shares in the NS Fund; and
- the immediate liquidation and termination of the NS Fund.
As a result of the Reorganization, each shareholder of a NS Fund will
instead hold shares of the corresponding WFVT Fund having the same total value
as the shares that they held immediately before the Reorganization. If a
majority of the shares of the NS Fund do not approve the Reorganization, the NS
Fund will not participate in the Reorganization. In such a case, the NS 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 prospectus. The Reorganization
will not affect your contract rights, except that your variable payments will
depend on the performance of the WFVT Fund instead of the NS Fund.
4
<PAGE>
IS ADDITIONAL INFORMATION ABOUT THE FUND AVAILABLE?
Yes, additional information about the NS Fund is available in:
- Prospectuses for the NS and WFVT Funds;
- Statements of Additional Information, or SAIs, for the NS and WFVT Funds;
and
- The NS Fund's Annual and Semi-Annual Reports to shareholders, which
contain financial information for the most recent fiscal periods.
All of this information is in documents filed with the Securities and
Exchange Commission. The financial statements contained in shareholder reports
are legally deemed to be part of this proxy statement. The shareholder reports
have been previously mailed to shareholders.
The WFVT Funds currently are not operating mutual funds nor do they have an
effective prospectus that contains a description of the new WFVT Fund. 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 are available through the SEC's web site at
www.sec.gov. You may find information about the WFVT Fund under Wells Fargo
Variable Trust and information about the NS Fund under Norwest Select Funds,
Inc. Shareholders also may obtain these documents without charge 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 the NS Funds and
WFVT Funds that describes the technical details of how the Reorganization will
be accomplished. Copies of this Agreement and Plan are available without charge
by writing to or calling us at the address or telephone number listed above.
It is expected that this Proxy Statement will be mailed to shareholders on
June 1, 1999.
5
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Introduction............................................................................................... 7
Description of the Proposal.............................................................................. 7
The Reasons for the Reorganization....................................................................... 7
The Effects of the Reorganization.......................................................................... 8
Comparison of Business Structures........................................................................ 8
Comparison of Investment Advisors and Advisory Fees...................................................... 9
Addition of a Distribution Fee........................................................................... 9
Modernized and Streamlined Investment Policies and Restrictions.......................................... 9
Comparison of Fees and Expenses.......................................................................... 9
Other Information about the Proposed Reorganization........................................................ 10
Federal Income Tax Consequences.......................................................................... 10
More Information on Proxy Voting......................................................................... 10
Large Shareholders and Contract Holders.................................................................. 11
Matters Incorporated by Reference........................................................................ 11
EXHIBIT A: Trustees of the Wells Fargo Variable Trust Fund................................................. 12
</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 NS Fund into a new
WFVT Fund. We shall refer to this as the Reorganization. Please be sure to read
the entire proxy statement and the attached exhibit to determine how the
Reorganization will affect the NS Fund before casting your vote.
DESCRIPTION OF THE PROPOSAL
On March 25, 1999, the Board of Trustees of the NS Fund unanimously voted to
approve the Reorganization, subject to approval of the Fund's shareholders. At
the meeting, the shareholders of the NS Fund will be asked to approve the
proposed Reorganization of the NS Fund into the corresponding WFVT Fund. The
Reorganization will include the transfer of all assets and liabilities of the NS
Fund to the corresponding WFVT Fund. NS Fund shareholders will receive shares of
a comparable class of the WFVT Fund having the same total value as the shares of
the NS Fund. If approved by shareholders, the Reorganization is expected to
occur in September 1999.
The investment objectives and principal investment strategies of the Fund
will remain the same. The WFVT Fund differs in some respects from the NS Fund.
These differences are described in general terms below.
THE REASONS FOR THE REORGANIZATION
The Reorganization is part of a larger plan to consolidate the LAT Fund and
NS Fund families after the merger of Wells Fargo & Company and Norwest
Corporation in November 1998. To accomplish this goal, some of the LAT Funds and
the NS Funds are merging together into new WFVT Funds. YOUR Fund is NOT being
merged with an existing LAT Fund. Rather, your Fund will be reorganized into a
new WFVT Fund with the same investment objectives and principal investment
strategies as your existing NS Fund.
The benefits of consolidating the LAT and NS Funds are:
- If the Reorganization is approved, the new WFVT Fund family will offer 9
funds to insurance companies to fund variable insurance funds;
- 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 a single, recognizable fund family;
- providing insurance shareholders with access to an expanded menu of
investment choices, which should benefit all Fund shareholders; and
- creating legal entities subject to the same state law and governing
documents, which can increase operational efficiencies and may reduce
expenses by eliminating duplicative costs, such as fund compliance and
recordkeeping.
The Reorganization will not result in dilution for any shareholder because
NS Fund shareholders will own the same amount of shares with the same value of
the WFVT Fund immediately after the Reorganization that the shareholder owned in
the NS 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 NS Fund and the
corresponding WFVT Fund and all of the benefits of the proposed Reorganization,
the NS Board unanimously approved the proposed
7
<PAGE>
Reorganization and recommended that you vote to approve the Reorganization by
voting FOR the proposal.
THE EFFECTS OF THE REORGANIZATION
The Reorganization will result in some changes and establish a new fee
structure for the NS Fund. These changes are listed below and are discussed in
more detail later in the sections that follow.
- The Reorganization the NS Fund into a new Delaware business trust with ten
Trustees, five of whom currently serve as LAT Fund Directors and five of
whom currently serve as NS Fund Trustees;
- New investment advisory arrangements with Wells Fargo;
- Substituting a Distribution Plan for the existing Shareholder Servicing
Plan;
- Modernizing and streamlining the fundamental investment policies of the
Fund, and classifying the investment objectives of the Fund as
non-fundamental policies; and
- 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 a fund's governing documents fill in most of the gaps and can create
additional operational rules and restrictions that funds must follow. Your NS
Fund is currently organized as a Delaware business trust. The proposed
Reorganization would reorganize your Fund into a new Delaware business trust
with new governing documents. The reason for choosing a new Delaware business
trust is to have all the Funds of the new WFVT Fund family organized in the same
manner, subject to the same state law and governing documents, and to take
advantage of this chance to adopt modern, updated organizational documents for
the new Fund family.
Because your Fund is a Delaware business trust, the Reorganization would not
change the applicable state law. The following is a discussion of the current
governing documents of your NS Fund and the governing documents that will apply
if it reorganizes as a new WFVT Fund. This discussion highlights certain
information about the Fund's business structures and explains some of the
differences between them.
- THE BOARD OF TRUSTEES. Both the NS Fund and the WFVT Fund have a Board of
Trustees. The Board of the WFVT Fund will have ten trustees, five of whom
currently serve as LAT Fund Directors and five of whom currently serve as
NS Fund Trustees. A majority of the Trustees of the WFVT Fund are
disinterested trustees, which means that they are independent of the WFVT
Fund and the Fund's adviser and distributor. A combined Board of LAT Fund
Directors and NS Fund Trustees should ensure a smooth consolidation of the
Fund families. Exhibit A contains a table with biographical information
about the Trustees of the WFVT Funds.
- ACTIONS OF THE BOARD. Delaware business trust law provides Boards with
flexibility in how they may meet and decide matters for the Fund. Under
Delaware law, there is no restriction on how the Board may act and the
Board may determine these matters if the Fund's governing documents are
drafted to permit them to do so. Like the NS Fund, the WFVT Fund's
governing documents give the Board flexibility to decide matters for the
Fund.
- SHAREHOLDER VOTING RIGHTS. Under Delaware business trust law,
shareholders are entitled to vote only on matters if required by
applicable laws or under the governing documents. The WFVT Fund's
governing documents would require shareholder approval of any matter only
if required under the securities laws or if the Board decides to submit
the matter for shareholder approval.
8
<PAGE>
Some shareholder voting rights will be changed as a result of the
Reorganization. For example, shareholders of the WFVT Funds will not have
the right to vote on reorganizations unless required under the federal
securities laws. Certain shareholder rights, including the right to call a
special meeting for the purpose of removing trustees and the right to vote
to remove trustees, will not be affected by the Reorganization. By
limiting mandatory shareholder votes to those matters expressly required
by applicable law, the Fund can save money by not having to schedule
special shareholder meetings and solicit shareholder proxies.
COMPARISON OF INVESTMENT ADVISORS AND ADVISORY FEES
Norwest Investment Management, Inc., or NIM, which is now a wholly-owned
subsidiary of Wells Fargo & Company, Norwest Center, Sixth Street and Marquette,
Minneapolis, MN 55479, is currently the investment advisor for the NS Fund. In
this capacity, NIM makes investment decisions for and administers the Fund's
investment programs. As of December 31, 1998, NIM provided advisory services for
$29.9 billion in assets.
As a result of the Reorganization, Wells Fargo Bank, also a wholly-owned
subsidiary of Wells Fargo & Company, will replace NIM as the investment advisor
to the Fund. Wells Fargo Bank is located at 525 Market St., San Francisco, CA
94163. Wells Fargo Bank, founded in 1852, is the oldest bank in the western
United States and is one of the largest banks in the United States. As of
December 31, 1998, Wells Fargo and its affiliates provided advisory services for
over $202 billion in assets.
Wells Fargo Bank will employ Wells Capital Management Incorporated, or WCM,
as sub-advisor to the NS Fund. The portfolio managers of the NS Fund and the
personnel overseeing those portfolio managers, however, will continue to manage
and to oversee the successor WFVT Fund as employees of WCM or Wells Fargo Bank.
WCM, a wholly-owned subsidiary of Wells Fargo Bank, currently serves as
investment sub-advisor to many of the LAT Funds. In this capacity, it is
responsible for day-to-day management activities of the Funds. As of December
31, 1998, WCM provided advisory services for $39.3 billion in assets.
ADDITION OF A DISTRIBUTION FEE
Currently, the NS Fund charges neither a distribution fee nor a shareholder
servicing fee. The WFVT Funds will charge a distribution fee, or Rule 12b-1 fee,
which covers the cost of selling agents performing certain services for your
account, such as preparing statements, confirmations, answering questions about
your account and other shareholder services. Fortis Benefits Insurance Co.
currently provides these services.
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.
The WFVT Fund's 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 Fund can better respond to
changing conditions and can save the Fund money by eliminating the need to
solicit proxies to obtain shareholder approval. There is no current plan to
change the investment objectives.
The WFVT Fund will have fewer "fundamental" investment policies, which can
only be changed with shareholder approval and restrict the Fund's ability to
respond to new developments and changing trends. The list of "fundamental"
policies will be consistent across all WFVT Funds (with limited exceptions),
which will greatly facilitate compliance and monitoring activities.
9
<PAGE>
COMPARISON OF FEES AND EXPENSES
After the Reorganization, the projected operating expense ratio for the NS
Fund will increase from the current ratio. Wells Fargo, as investment adviser to
the WFVT Fund, however, has agreed to fee waivers for one year so that the
operating expense ratio will be closer to the current expense ratio. After the
one year period, the fee waivers may be reduced only with the approval of The
Board of Trustees.
The following table contains comparative information about expenses, both
before and after waivers and reimbursements.
FEE AND EXPENSE COMPARISON(1)
<TABLE>
<CAPTION>
Norwest Select Fund WFVT Fund
- -------------------------------- --------------------------------
Before Waiver After Waiver Before Waiver After Waiver
- --------------- --------------- --------------- ---------------
<S> <C> <C> <C>
Select Income Equity Fund WF Income Equity Fund
1.10% 0.80% 1.21% 1.00%
</TABLE>
- ------------------------
(1) The fees in this table do not reflect separate account information,
including sales load.
OTHER INFORMATION ABOUT THE PROPOSED REORGANIZATION
FEDERAL INCOME TAX CONSEQUENCES
The Reorganization is not expected to trigger any tax consequences for
contract holders.
MORE INFORMATION ON PROXY VOTING
Shareholders of the NS Fund 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 NS Fund 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, the lesser of (a) 67% or more
of the Fund's voting shares, if holders of more than 50% of a Fund's outstanding
shares are present or represented by proxy, or (b) more than 50% of a Fund's
outstanding voting shares must vote to approve the Reorganization. As of the
record date, the Norwest Select Income Equity Fund had 6,015,587.029 master
shares outstanding.
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.
The participating insurance companies will vote the shares of the underlying
NS Fund 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.
The insurance company 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.
10
<PAGE>
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 listed on your proxy ballot and following the
instructions. To vote via the Internet or telephone, you will need the 12-digit
control number that appears on your proxy card. Last, you may vote in person by
attending the special meeting.
You may revoke a proxy after you have given it by submitting to the
appropriate NS Fund a later dated proxy, delivering to the NS Fund a written
notice of revocation, or otherwise giving 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; and
- abstentions of shares to determine whether a quorum is present at the
meeting, but not to determine whether the proposal has been approved.
The NS Fund 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 or officers of the NS Fund and employees and
agents of D.F. King & Co., Inc. 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 NS Fund has engaged the proxy solicitation firm of D.F. King &
Co., Inc. 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.
<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ----------------------------------------------------------------------------------------------------------------------
FUND NAME AND ADDRESS PERCENTAGE OF FUND
- --------------------------------------------------- -------------------------------------------- -------------------
<S> <C> <C>
NORWEST SELECT INCOME EQUITY FUND FORTIS BENEFITS INSURANCE CO 100%
ATTN BRUCE FIEDLER W1511
PO BOX 64271
ST PAUL MN 55164
</TABLE>
MATTERS INCORPORATED BY REFERENCE
The NS Fund's audited financial statements for the most recent fiscal year,
which are included in the Fund's Annual Report dated as of December 31, 1998,
are incorporated by reference in this proxy statement. Representatives of KPMG
LLP, the NS Fund's independent auditor, will be present at the meeting to answer
questions.
11
<PAGE>
EXHIBIT A
TRUSTEES OF THE WELLS FARGO VARIABLE TRUST FUND
<TABLE>
<CAPTION>
NAME AGE OCCUPATION
- ------------------------- --- ------------------------------------------------------------------------------
<S> <C> <C>
Robert C. Brown 67 Board member of NS Funds 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 NS Funds 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.
Jack S. Euphrat 76 Board member of LAT Funds since inception in 1993; member of the Audit and
Nominating Committees. Private Investor. Lives in Atherton, California.
Thomas S. Goho 57 Board member of LAT Funds since inception in 1993; 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 LAT 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 LAT Funds since inception in 1993. 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 LAT Funds since inception in 1993. 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.
Timothy J. Penny 46 Board member of NS Funds 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 NS Funds since 1995; member of the Nominating and Audit Board
Committees. Principal of the law firm of Willeke & Daniels. Lives in
Minneapolis, Minnesota.
</TABLE>
12
<PAGE>
APPENDIX
<TABLE>
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LIFE & ANNUITY TRUST NORWEST SELECT TRUST
111 CENTER STREET TWO PORTLAND SQUARE
LITTLE ROCK, AR 77201 PORTLAND, ME 04101
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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 JUNE 1, 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
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Name of Fund ------------------------------ --------------------------------------------
Signature of Shareholder
No. of Shares ------------------------------- --------------------------------------------
Signature of Shareholder
Date: --------------------------------------
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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 INTERNET AT WWW.PROXYVOTE.COM. A
CONFIRMATION OF YOUR TELEPHONE VOTE WILL BE MAILED TO YOU.
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