As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/05/14  Evergreen Var Annuity Trust/DE    N-8F/A                 1:18K                                    Wells Fargo Funds Trust

Document/Exhibit                   Description                      Pages   Size 

 1: N-8F/A      N-8F/A for Evergreen Variable Annuity Trust         HTML     21K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-8F

APPLICATION FOR DEREGISTRATION

PURSUANT TO SECTION 8(f)

OF THE INVESTMENT COMPANY ACT OF 1940 ("ACT")

AND RULE 8f-1 THEREUNDER

I. GENERAL IDENTIFYING INFORMATION

1. REASON FUND IS APPLYING TO DEREGISTER (CHECK ONLY ONE; FOR DESCRIPTIONS, SEE INSTRUCTION 1 ABOVE):

[X] MERGER

[ ] LIQUIDATION

[] ABANDONMENT OF REGISTRATION
(NOTE: ABANDONMENTS OF REGISTRATION ANSWER ONLY QUESTIONS 1 THROUGH 15, 24 AND 25 OF THIS FORM AND COMPLETE VERIFICATION AT THE END OF THE FORM.)

[ ] ELECTION OF STATUS AS A BUSINESS DEVELOPMENT COMPANY
(NOTE: BUSINESS DEVELOPMENT COMPANIES ANSWER ONLY QUESTIONS 1 THROUGH 10
OF THIS FORM AND COMPLETE VERIFICATION AT THE END OF THE FORM.)


2. NAME OF FUND:

Evergreen Variable Annuity Trust

3. SECURITIES AND EXCHANGE COMMISSION FILE NO.:

811-08716

4. IS THIS AN INITIAL FORM N-8F OR AN AMENDMENT TO A PREVIOUSLY FILED FORM N-8F?

                [ ] Initial Application             [X] Amendment


5. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (INCLUDE NO. & STREET, CITY, STATE, ZIP CODE):

200 Berkeley Street

Boston, MA 02116

6. NAME, ADDRESS AND TELEPHONE NUMBER OF INDIVIDUAL THE COMMISSION STAFF SHOULD CONTACT WITH ANY QUESTIONS REGARDING THIS FORM:

Maureen Towle

Wells Fargo Advantage Funds

200 Berkeley Street, 26th Floor

Boston, MA 02116

617-210-3682

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]:

TRUST AGREEMENTS, BYLAWS AND MINUTE BOOKS:

Maureen E. Towle, Esq.

Wells Fargo Advantage Funds

200 Berkeley Street, 21^st Floor

Boston, MA 02116

617-210-3682

OTHER FUND RECORDS:

Jeremy DePalma

Wells Fargo Advantage Funds

200 Berkeley Street, 18^th Floor

Boston, MA 02116

617-210-3588

 

NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE THE RECORDS DESCRIBED IN RULES 31A-2 FOR THE PERIODS SPECIFIED TO THOSE RULES.

 
8. CLASSIFICATION OF FUND (CHECK ONLY ONE):

[X] MANAGEMENT COMPANY;
[ ] UNIT INVESTMENT TRUST; OR
[ ] FACE-AMOUNT CERTIFICATE COMPANY.


9. SUBCLASSIFICATION IF THE FUND IS A MANAGEMENT COMPANY (CHECK ONLY ONE):

[X] OPEN-END        [ ] CLOSED-END


10. STATE LAW UNDER WHICH THE FUND WAS ORGANIZED OR FORMED (E.G., DELAWARE, MASSACHUSETTS):  

 Delaware

11. PROVIDE THE NAME AND ADDRESS OF EACH INVESTMENT ADVISER OF THE FUND (INCLUDING SUB-ADVISERS) DURING THE LAST FIVE YEARS, EVEN IF THE FUND’S CONTRACTS WITH THOSE ADVISERS HAVE BEEN TERMINATED:

Investment Adviser:

Evergreen Investment Management Company, LLC

200 Berkeley St.

Boston, Massachusetts 02116 

 

Investment Sub-Adviser:

Wells Capital Management Incorporated

525 Market Street

San Francisco, California 94105

 

12. PROVIDE THE NAME AND ADDRESS OF EACH PRINCIPAL UNDERWRITER OF THE FUND DURING THE LAST FIVE YEARS, EVEN IF THE FUND’S CONTRACTS WITH THOSE UNDERWRITERS HAVE BEEN TERMINATED:

Wells Fargo Funds Distributor, LLC

525 Market Street

San Francisco, California, 94105

 

Evergreen Investment Services, Inc.

200 Berkeley Street

Boston, MA 02116-5034

 

13. IF THE FUND IS A UNIT INVESTMENT TRUST (“UIT”) PROVIDE:

(A) DEPOSITOR’S NAME(S) AND ADDRESS(ES): N/A

(B) TRUSTEE’S NAME(S) AND ADDRESS(ES): N/A


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             

IF YES, FOR EACH UIT STATE:

NAME(S):

FILE NO.: 811-______

BUSINESS ADDRESS:


15. (A) DID THE FUND OBTAIN APPROVAL FROM THE BOARD OF DIRECTORS CONCERNING THE DECISION TO ENGAGE IN A MERGER, LIQUIDATION OR ABANDONMENT OF REGISTRATION?

[X] YES       [ ] NO

IF YES, STATE THE DATE ON WHICH THE BOARD VOTE TOOK PLACE:

December 9, 2009.

IF NO, EXPLAIN:

(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 

IF YES, STATE THE DATE ON WHICH THE SHAREHOLDER VOTE TOOK PLACE:

Evergreen VA Core Bond Fund, Evergreen VA Fundamental Large Cap Fund, Evergreen VA Growth Fund, Evergreen VA International Equity Fund and Evergreen VA Special Values Fund – June 8, 2010

Evergreen VA Omega Fund – June 18, 2010

IF NO, EXPLAIN:

 

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) IF YES, LIST THE DATE(S) ON WHICH THE FUND MADE THOSE DISTRIBUTIONS:

  July 16, 2010 

(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) IF NO TO (B) OR (C) ABOVE, DESCRIBE THE METHOD OF DISTRIBUTIONS TO SHAREHOLDERS. FOR MERGERS, PROVIDE THE EXCHANGE RATIO(S) USED AND EXPLAIN HOW IT WAS CALCULATED:

(E) LIQUIDATIONS ONLY:

WERE ANY DISTRIBUTIONS TO SHAREHOLDERS MADE IN KIND?

       [ ] YES       [ ] NO

IF YES, INDICATE THE PERCENTAGE OF FUND SHARES OWNED BY AFFILIATES, OR ANY OTHER AFFILIATION OF SHAREHOLDERS:


17. CLOSED-END FUNDS ONLY:

HAS THE FUND ISSUED SENIOR SECURITIES?

       [ ] YES       [ ] NO        N/A

IF YES, DESCRIBE THE METHOD OF CALCULATING PAYMENTS TO SENIOR SECURITY HOLDERS AND DISTRIBUTIONS TO OTHER SHAREHOLDERS:


18. HAS THE FUND DISTRIBUTED ALL OF ITS ASSETS TO THE FUND’S SHAREHOLDERS?

       [X] YES       [ ] NO

IF NO,
 
(A) HOW MANY SHAREHOLDERS DOES THE FUND HAVE AS OF THE DATE THIS FORM IS FILED? 

(B) DESCRIBE THE RELATIONSHIP OF EACH REMAINING SHAREHOLDER TO THE FUND:

19. ARE THERE ANY SHAREHOLDERS WHO HAVE NOT YET RECEIVED DISTRIBUTIONS IN COMPLETE LIQUIDATION OF THEIR INTERESTS?

       [ ] YES       [X] NO                  

IF YES, DESCRIBE BRIEFLY THE PLANS (IF ANY) FOR DISTRIBUTING TO, OR PRESERVING THE INTERESTS OF, THOSE SHAREHOLDERS:

III. ASSETS AND LIABILITIES

20. DOES THE FUND HAVE ANY ASSETS AS OF THE DATE THIS FORM IS FILED?
(SEE QUESTION 18 ABOVE)

       [ ] Yes       [X] No

IF YES,

(A) DESCRIBE THE TYPE AND AMOUNT OF EACH ASSET RETAINED BY THE FUND AS OF THE DATE THIS FORM IS FILED:

(B) WHY HAS THE FUND RETAINED THE REMAINING ASSETS?

(C) WILL THE REMAINING ASSETS BE INVESTED IN SECURITIES?

       [ ] YES       [ ] 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

IF YES,

(A) DESCRIBE THE TYPE AND AMOUNT OF EACH DEBT OR OTHER LIABILITY:

(B) HOW DOES THE FUND INTEND TO PAY THESE OUTSTANDING DEBTS OR OTHER LIABILITIES?


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:  $1,500,000*

                (II) ACCOUNTING EXPENSES:   $1,426,000*

                (III) OTHER EXPENSES (LIST AND IDENTIFY SEPARATELY): 

Proxy Printing: $272,000*

Proxy Mailing: $17,662,000*

Proxy Solicitation: $839,000*

                (IV) TOTAL EXPENSES (SUM OF LINES (I)-(III) ABOVE): $21,699,000*

* Reflects aggregate merger expenses incurred in connection with the integration of the Evergreen Funds Family and the Wells Fargo Advantage Funds Family, which resulted in the mergers of 79 target series within Evergreen Equity Trust, Evergreen Fixed Income Trust, Evergreen International Trust, Evergreen Money Market Trust, Evergreen Municipal Trust, Evergreen Select Equity Trust, Evergreen Select Fixed Income Trust, Evergreen Select Money Market Trust, Evergreen Variable Annuity Trust, Wells Fargo Funds Trust and Wells Fargo Variable Trust.

  (B) HOW WERE THOSE EXPENSES ALLOCATED?

They were not allocated.  All expenses were borne by Wells Fargo Funds Management, LLC (the investment adviser of the surviving funds), Evergreen Investment Management Company LLC or one of their affiliates.

(C) WHO PAID THOSE EXPENSES?

Wells Fargo Funds Management, LLC (the investment adviser of the surviving funds), Evergreen Investment Management Company LLC or one of their affiliates.

(D) HOW DID THE FUND PAY FOR UNAMORTIZED EXPENSES (IF ANY)? 

 

23. HAS THE FUND PREVIOUSLY FILED AN APPLICATION FOR AN ORDER OF THE COMMISSION REGARDING THE MERGER OR LIQUIDATION?

       [ ] YES       [X] NO

IF YES, CITE THE RELEASE NUMBERS OF THE COMMISSION’S NOTICE AND ORDER OR, IF NO NOTICE OR ORDER HAS BEEN ISSUED, THE FILE NUMBER AND DATE THE APPLICATION WAS FILED:


V. CONCLUSION OF FUND BUSINESS

24. IS THE FUND A PARTY TO ANY LITIGATION OR ADMINISTRATIVE PROCEEDING?

       [ ] YES       [X] NO

IF YES, DESCRIBE THE NATURE OF ANY LITIGATION OR PROCEEDING AND THE POSITION TAKEN BY THE FUND IN THAT LITIGATION:


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

IF YES, DESCRIBE THE NATURE AND EXTENT OF THOSE ACTIVITIES:


VI. MERGERS ONLY

26. (A) STATE THE NAME OF THE FUND SURVIVING THE MERGER:

Evergreen VA Core Bond Fund, a series of the Applicant, was merged into Wells Fargo Advantage VT Total Return Bond Fund, a series of Wells Fargo Variable Trust..

Evergreen VA Fundamental Large Cap Fund, a series of the Applicant, was merged into Wells Fargo Advantage VT Core Equity Fund, a series of Wells Fargo Variable Trust..

Evergreen VA Growth Fund, a series of the Applicant, was merged into Wells Fargo Advantage VT Small Cap Growth Fund, a series of Wells Fargo Variable Trust..

Evergreen VA International Equity Fund, a series of the Applicant, was merged into Wells Fargo Advantage VT International Core Fund (renamed Wells Fargo Advantage VT International Equity Fund immediately following the merger), a series of Wells Fargo Variable Trust..

Evergreen VA Omega Fund, a series of the Applicant, was merged into Wells Fargo Advantage VT Omega Growth Fund, a series of Wells Fargo Variable Trust..

Evergreen VA Special Values Fund, a series of the Applicant, was merged into Wells Fargo Advantage VT Small Cap Value Fund, a series of 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:

File Numbers for Applicant: 811-08716 /  033-83100

 

File Numbers for Surviving Fund (Wells Fargo Variable Trust): 811-09255 / 333-74283

A filing containing the definitive proxy statement and the agreement and plan of reorganization was made on Form 485BPOS on April 26, 2010, accession no. 0000907244-10-000549, by Wells Fargo Advantage VT Total Return Bond Fund, Wells Fargo Advantage VT Core Equity Fund, Wells Fargo Advantage VT Small Cap Growth Fund, Wells Fargo Advantage VT International Core Fund, Wells Fargo Advantage VT Omega Growth Fund and Wells Fargo Advantage VT Small Cap Value Fund.

 

(D) IF THE MERGER OR REORGANIZATION AGREEMENT HAS NOT BEEN FILED WITH THE COMMISSION, PROVIDE A COPY OF THE AGREEMENT AS AN EXHIBIT TO THIS FORM.

VERIFICATION

The undersigned states that (i) he or she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of EVERGREEN VARIABLE ANNUITY TRUST (ii) he is a duly authorized officer of such company, and (iii) all actions by shareholders, Trustees, 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.

Signature

/s/ Michael H. Koonce

Michael H. Koonce