SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
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[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sect. 240.14a-11(c) or Sect. 240.14a-12
MIMLIC Series Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Eric J. Bentley
(Name of Person(s) Filing Proxy Statement)
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[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule O-11:*
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how it was determined.
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paid previously. Identify the previous filing by registration statement
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Preliminary Material
File Number 811-4279
MIMLIC SERIES FUND, INC.
400 ROBERT STREET NORTH
SAINT PAUL, MINNESOTA
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE CAPITAL APPRECIATION PORTFOLIO
APRIL 23, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of the Capital
Appreciation Portfolio (the "Portfolio") of MIMLIC Series Fund, Inc. (the
"Fund") will be held at the principal office of the Fund, 400 Robert Street
North, Saint Paul, Minnesota, at 10:30 a.m., Tuesday, April 23, 1996, for the
following purposes:
1. To approve or disapprove a new Investment Sub-Advisory
Agreement between MIMLIC Asset Management Company, the
investment adviser to the Portfolio, and Winslow Capital
Management, Inc., the Portfolio's investment sub-adviser.
APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN
THE FEES AND EXPENSES INCURRED BY THE PORTFOLIO OR THE FUND.
2. To transact such other business as may properly come before
the meeting or at any adjournment thereof.
Pursuant to the Bylaws of the Fund and a resolution of the Board of Directors,
the number of votes which each Shareholder of the Portfolio may cast will be
determined as of March 6, 1996. To be entitled to vote, an otherwise qualified
Shareholder must have been a Shareholder of the Portfolio on March 6, 1996, the
record date. The number of votes to which you are entitled is shown on the
enclosed form of proxy.
WHETHER OR NOT YOU PLAN TO ATTEND THE REGULAR MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY. If you do attend the meeting,
you may revoke the Proxy and vote in person. THE DIRECTORS RECOMMEND THAT VOTES
BE CAST IN FAVOR OF ITEM 1.
Paul H. Gooding
President
Saint Paul, Minnesota
March __, 1996
F. 33859 3-96
MIMLIC SERIES FUND, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OF THE CAPITAL APPRECIATION PORTFOLIO
APRIL 23, 1996
THE MEETING
The accompanying Proxy is solicited on behalf of the Board of Directors of
MIMLIC Series Fund, Inc. (the "Fund"), 400 Robert Street North, Saint Paul,
Minnesota 55101-2098, to be voted at a Special Meeting of Shareholders of the
Capital Appreciation Portfolio (the "Portfolio") of the Fund to be held on April
23, 1996, at 10:30 a.m. and at any adjournment thereof (the "Meeting"). The sole
matter to be submitted to shareholders of the Portfolio is a proposal to approve
a new Investment Sub-Advisory Agreement between MIMLIC Asset Management Company
("MIMLIC Management"), the investment adviser to the Portfolio, and Winslow
Capital Management, Inc. ("Winslow Management"), the Portfolio's investment
sub-adviser. THE DIRECTORS RECOMMEND THAT VOTES BE CAST IN FAVOR OF THIS
PROPOSAL.
This Proxy Statement and accompanying Proxy are being mailed commencing
approximately on March 13, 1996, or as soon thereafter as is practicable, to
contract owners entitled to instruct The Minnesota Mutual Life Insurance Company
("Minnesota Mutual") as to how certain shares held in Minnesota Mutual's
separate accounts should be voted at the Meeting. The cost of Proxy
solicitation, including the cost of preparing and mailing the Notice of Special
Meeting of Shareholders and this Proxy Statement, will be paid by the Portfolio.
Representatives of the Fund or MIMLIC Management may, without cost to the Fund,
solicit Proxies for the management of the Fund by means of mail, telephone or
personal interview.
Only Portfolio shareholders of record on March 6, 1996, may vote at the Meeting.
As of that date, the Capital Appreciation Portfolio of the Fund had
_____________ shares of Capital Stock, at $ .01 par value, issued and
outstanding.
As a general matter, all shares of all portfolios of the Fund have equal voting
rights, except that only shares of a particular portfolio are entitled to vote
upon certain matters pertaining only to that portfolio. Pursuant to the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and
regulations thereunder, certain matters approved by a vote of all Fund
shareholders may not be binding on a portfolio whose shareholders have not
approved such matter. As the matter which is the sole subject of this meeting
applies only to the Capital Appreciation Portfolio, the Board of Directors has
called this matter to be voted on only by shareholders in that Portfolio.
A Proxy may be revoked before the meeting by giving written notice of revocation
to Minnesota Mutual, or at the meeting prior to voting. Each shareholder is
entitled to one vote for each share held. The matter to be presented at the
meeting will not entitle any shareholder of the Fund to cumulative voting or
appraisal rights.
GENERAL INFORMATION
MIMLIC Management serves as investment adviser to the Fund and its portfolios.
Winslow Management serves as investment sub-adviser to the Capital Appreciation
Portfolio. Administrative services are provided to the Fund by Minnesota Mutual.
The address of MIMLIC Management and Minnesota Mutual is 400 Robert Street
North, St. Paul, Minnesota 55101. The address of Winslow Management is 4720 IDS
Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402.
THE ANNUAL REPORT FOR THE FUND, CONTAINING FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1995, HAS PREVIOUSLY BEEN MAILED TO THE FUND'S
SHAREHOLDERS. THE FUND WILL PROVIDE A COPY OF SUCH ANNUAL REPORT, FREE OF
CHARGE, TO ANY SHAREHOLDER UPON REQUEST. SUCH REQUESTS SHOULD BE DIRECTED TO MS.
CAROLIE LEWIS AT MINNESOTA MUTUAL, EITHER BY WRITING TO HER AT 400 ROBERT STREET
NORTH, ST. PAUL, MINNESOTA 55101 OR BY TELEPHONING TOLL-FREE AT 1-800-577-2434.
SHARE OWNERSHIP
The Fund currently offers the shares of all its portfolios, including the
Capital Appreciation Portfolio, continuously and without a sales or redemption
charge only to Minnesota Mutual and its separate accounts. In the Variable
Annuity Account, the Group Variable Annuity Account and Minnesota Mutual
Variable Fund D, the shares fund variable annuity contracts. In the Variable
Life Account and the Variable Universal Life Account the shares fund variable
life insurance policies. The shares are sold directly to those separate accounts
without the use of any underwriter.
The Fund shares held in those separate accounts are voted by Minnesota Mutual at
the annual and special meetings of the Fund. To the extent required by law,
shares attributable to contracts and policies will be voted by Minnesota Mutual
in accordance with instructions received from contract owners with voting
interests in each sub-account of the separate accounts. In the event no
instructions are received from contract owners, with respect to shares of a
portfolio held by those sub-accounts, Minnesota Mutual will vote such shares of
the portfolio and shares not attributable to contracts in the same proportion as
shares of the portfolio held by those sub-accounts for which instructions have
been received. The number of votes which are available to a contract owner will
be calculated separately for each portfolio of the Fund. If, however, the 1940
Act or any regulation under the 1940 Act should change so that Minnesota Mutual
may be allowed to vote shares in its own right, then it may elect to do so.
As the matter which is the sole subject of this meeting applies only to the
Capital Appreciation Portfolio, Minnesota Mutual will vote its shares, as
described in the preceding paragraph, only with respect to shares of the Capital
Appreciation Portfolio held by a sub-account of a separate account on that
single issue.
The contract owner holds the voting interest in each contract during the
accumulation period of each variable annuity contract. The number of votes will
be determined by dividing that portion of the accumulation value of the contract
attributable to each Variable Annuity Account, Group Variable Annuity Account or
Fund D sub-account holding shares of the Capital Appreciation Portfolio by the
net asset value per share of the underlying shares of the Portfolio held by that
sub-account.
The annuitant holds the voting interest in each variable annuity contract during
the annuity period. The number of votes will be determined by dividing that
portion of the reserve for each contract allocated to each Variable Annuity
Account, Group Variable Annuity Account or Fund D sub-account holding shares of
the Capital Appreciation Portfolio by the net asset value per share of the
underlying shares of the Portfolio held by that sub-account. After an annuity
begins, the votes attributable to any particular contract will decrease as the
reserves decrease.
The owner of a variable life insurance policy holds the voting interest in that
policy. The number of votes will be determined by dividing that portion of each
policy's actual cash value in a Variable Life Account or Variable Universal Life
Account sub-account holding shares of the Capital Appreciation Portfolio by the
net asset value per share of the underlying shares of the Portfolio held by that
sub-account.
In determining any voting interest, fractional shares will be recognized.
Minnesota Mutual will notify each contract owner of a Fund Shareholders' meeting
if the shares held for the contract or policy may be voted at such meeting. It
will also send proxy materials and a form of instruction so that it may be
instructed with respect to voting.
As of March 6, 1996, no Directors of the Fund other than Frederick P. Feuerherm
owned any policies or contracts which entitle them to instruct the voting of any
shares at the Meeting. Mr. Frederick P. Feuerherm owns a policy which, as of the
date of this proxy statement, will allow him to instruct the voting of 1,018
shares of the Capital Appreciation Portfolio. Mr. Donald F. Gruber, the
Secretary of the Fund, and Ms. Bardea C. Huppert, Vice President of the Fund,
own policies which, as of the date of this proxy statement, will allow them to
instruct the voting of 1,364 shares and 597 shares, respectively, of the Capital
Appreciation Portfolio.
PROPOSAL 1
APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT BY
THE CAPITAL APPRECIATION PORTFOLIO
With respect to the Capital Appreciation Portfolio of the Fund, MIMLIC
Management, the investment adviser to the Fund and the Portfolio, proposes to
enter into a new Investment Sub-Advisory Agreement with Winslow Management (the
"New Winslow Agreement"). The New Winslow Agreement would replace the existing
investment sub-agreement between MIMLIC Management and Winslow Management
relating to the Capital Appreciation Portfolio. If approved by shareholders, the
New Winslow Agreement would reduce the fee paid by MIMLIC Management to Winslow
Management for its services as investment sub-adviser. Approval of the New
Winslow Agreement would not, however, result in any change in the investment
advisory agreement between the Fund and MIMLIC Management with respect to the
Capital Appreciation Portfolio, nor would it result in any change in the
investment advisory fee paid by the Portfolio to MIMLIC Management.
APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN THE FEES AND
EXPENSES INCURRED BY THE CAPITAL APPRECIATION PORTFOLIO OR ITS SHAREHOLDERS NOR
WILL IT RESULT IN ANY CHANGE IN THE PORTFOLIO MANAGER PROVIDING INVESTMENT
MANAGEMENT SERVICES TO THE PORTFOLIO.
THE CURRENT ADVISORY AGREEMENT BETWEEN THE FUND AND MIMLIC MANAGEMENT
MIMLIC Management has been the investment adviser and manager of the Fund since
the Fund began business in 1985. It acts as such pursuant to written agreements
periodically approved by the directors or shareholders of the Fund. The address
of MIMLIC Management is that of the Fund. Winslow Management serves as
investment sub-adviser to the Fund's Capital Appreciation Portfolio pursuant to
an investment sub-advisory agreement with MIMLIC Management. Templeton
Investment Counsel, Inc. ("Templeton Counsel") serves as investment sub-adviser
to the Fund's International Stock Portfolio pursuant to an investment
sub-advisory agreement with MIMLIC Management.
MIMLIC Management is a wholly-owned subsidiary of Minnesota Mutual, which was
organized in 1880, and has assets of approximately $9.8 billion. Paul H.
Gooding, President, Treasurer, and a director of MIMLIC Management is a Vice
President and Treasurer of Minnesota Mutual. Frederick P. Feuerherm, Vice
President, Assistant Secretary and a director of MIMLIC Management is a Second
Vice President of Minnesota Mutual. Messrs. Gooding and Feuerherm are also
Directors of the Fund. Information concerning all of MIMLIC Management's
principal officers and directors is set forth in Exhibit A.
MIMLIC Management acts as investment adviser and manager of the Growth, Bond,
Money Market, Asset Allocation and Mortgage Securities Portfolios of the Fund
under an Investment Advisory Agreement dated January 30, 1986, which became
effective the same date when approved by shareholders, and which was last
approved by the Board of Directors (including a majority of the directors who
are not parties to the contract, or interested persons of any such party) on
January 17, 1996. MIMLIC Management acts as investment adviser and manager of
the Index 500 and Capital Appreciation Portfolios of the Fund under a
Supplemental Investment Advisory Agreement dated April 28, 1987, which became
effective the same date when approved by shareholders of those two Portfolios,
and which was last approved by the Board of Directors (including a majority of
the directors who are not parties to the contract, or interested persons of any
such party) on January 17, 1996. MIMLIC Management acts as investment adviser
and manager of the International Stock Portfolio under the Second Supplemental
Investment Advisory Agreement dated April 27, 1993, which was last approved by
the shareholders of that Portfolio on April 27, 1993, and which was last
approved by the Board of Directors (including a majority of the directors who
are not parties to the contract, or interested persons of any such party) on
January 17, 1996. MIMLIC Management acts as investment adviser and manager of
the Small Company Portfolio under the Third Supplemental Investment Advisory
Agreement dated April 27, 1993, which became effective the same date when
approved by the shareholders of that Portfolio, and which was last approved by
the Board of Directors (including a majority of the directors who are not
parties to the contract, or interested persons of any such party) on January 17,
1996. MIMLIC Management acts as investment adviser and manager of the Value
Stock Portfolio and the four Maturing Government Bond Portfolios of the Fund
under the Fourth Supplemental Investment Advisory Agreement dated April 19,
1994, which became effective on April 25, 1994 when approved by shareholders of
those Portfolios, and which was last approved by the Board of Directors
(including a majority of the directors who are not parties to the contract, or
interested persons of any such party) on January 17, 1996.
The Investment Advisory Agreement, the Supplemental Investment Advisory
Agreement, the Second Supplemental Investment Advisory Agreement, the Third
Supplemental Investment Advisory Agreement and the Fourth Supplemental
Investment Advisory Agreement (collectively, the "Agreements") will each
terminate automatically in the event of its assignment. In addition, the
Agreements are terminable at any time, without penalty, by the Board of
Directors of the Fund or by vote of a majority of the Fund's outstanding voting
securities on 60 days' written notice to MIMLIC Management, and by MIMLIC
Management on 60 days' written notice to the Fund. Unless sooner terminated, the
Agreements shall continue in effect for more than two years after its execution
only so long as such continuance is specifically approved at least annually
either by the Board of Directors of the Fund or by a vote of a majority of the
outstanding voting securities, provided that in either event such continuance is
also approved by the vote of a majority of the directors who are not interested
persons of any party to the Agreements, cast in person at a meeting called for
the purpose of voting on such approval. The required shareholder approval of any
continuance of the Agreements shall be effective with respect to any Portfolio
if a majority of the outstanding voting securities of the class of capital stock
of that Portfolio votes to approve such continuance, notwithstanding that such
continuance may not have been approved by a majority of the outstanding voting
securities of the Fund.
If the shareholders of a class of capital stock of any Portfolio fail to approve
any continuance of the Agreements, MIMLIC Management will continue to act as
investment adviser with respect to such Portfolio pending the required approval
of its continuance, or a new contract with MIMLIC Management or a different
adviser or other definitive action; provided, that the compensation received by
MIMLIC Management in respect of such Portfolio during such period will be no
more than its actual costs incurred in furnishing investment advisory and
management services to such Portfolio or the amount it would have received under
the Agreement in respect of such Portfolio, whichever is less.
The Agreements may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of the Fund and by the vote of a majority of the directors of the
Fund who are not interested persons of any party to the Agreement cast in person
at a meeting called for the purpose of voting on such approval. The required
shareholder approval shall be effective with respect to any Portfolio if a
majority of the outstanding voting securities of the class of capital stock of
that Portfolio vote to approve the amendment, notwithstanding that the amendment
may not have been approved by a majority of the outstanding voting securities of
the Fund.
MIMLIC Management selects and reviews the Fund's investments, and provides
executive and other personnel for the management of the Fund. The Fund's Board
of Directors supervises the affairs of the Fund as conducted by MIMLIC
Management. Each Portfolio of the Fund, except the Index 500, Capital
Appreciation, International Stock, Small Company, Value Stock and the Maturing
Government Bond Portfolios, pays MIMLIC Management a fee equal to an annual rate
of .50% of average daily net assets. The Index 500, Capital Appreciation, Small
Company and Value Stock Portfolios pay MIMLIC Management a fee equal to an
annual rate of .40%, .75%, .75% and .75%, respectively, of average daily net
assets. International Stock Portfolio pays MIMLIC Management a fee equal to an
annual rate of 1.00% on the first $10 million of average daily net assets, .90%
on the next $15 million, .80% on the next $25 million, .75% on the next $50
million and .65% on the next $100 million and thereafter. The Maturing
Government Bond Portfolios pay an advisory fee equal to an annual rate of .25%
of average daily net assets, however, the Portfolio which matures in 1998 will
pay a rate of .05% from its inception to April 30, 1998 and .25% thereafter and
the Portfolio which matures in 2002 will pay a rate of .05% from its inception
to April 30, 1998 and .25% thereafter of average daily net assets.
From its advisory fee for the Capital Appreciation Portfolio, MIMLIC Management
pays Winslow Management a fee equal to .50% on the first $75 million of average
daily net assets and .45% of all net assets in excess of $75 million for its
services under its Investment Sub-Advisory Agreement. From its advisory fee for
the International Stock Portfolio, MIMLIC Management pays Templeton Counsel a
fee equal to .75% on the first $10 million of average daily net assets, .65% on
the next $15 million, .55% on the next $25 million, .50% on the next $50 million
and .40% on the next $100 million and thereafter for its services under its
Investment Sub-Advisory Agreement.
The advisory fees paid by the Capital Appreciation, International Stock, Small
Company and Value Stock Portfolios are not higher than the advisory fees paid by
many funds with similar investments and investment policies, but they are higher
than that paid by most funds to their investment advisers. For these fees,
MIMLIC Management acts as investment adviser and manager for the Fund, except as
those duties have been delegated pursuant to the investment sub-advisory
agreements with Winslow Management and Templeton Counsel. MIMLIC Management also
provides executive and other personnel for the management of the Fund. MIMLIC
Management also furnishes the Fund office space and all necessary office
facilities and equipment and personnel for servicing the investments of the
Fund. For the year ended December 31, 1995, the various Portfolios paid the
following amounts as investment advisory fees:
Portfolio Advisory Fees Paid
Growth $ 905,136
Bond 435,045
Money Market 126,630
Asset Allocation 1,538,272
Mortgage Securities 322,465
Index 500 388,206
Capital Appreciation 1,071,527
International Stock 955,095
Small Company 552,670
Value Stock 141,207
Maturing Government Bond -
1998 Portfolio 2,184
2002 Portfolio 1,441
2006 Portfolio 5,450
2010 Portfolio 2,888
The Fund pays all its costs and expenses which are not assumed by MIMLIC
Management. These Fund expenses include, by way of example, but not by way of
limitation, all expenses incurred in the operation of the Fund including, among
others, interest, taxes, brokerage fees and commissions, fees of the directors
who are not employees of MIMLIC Management or any of its affiliates, expenses of
directors' and shareholders' meetings, including the cost of printing and
mailing proxies, expenses of insurance premiums for fidelity and other coverage,
association membership dues, charges of custodians, auditing and legal expenses.
The Fund will also pay the fees and bear the expense of registering and
maintaining the registration of the Fund and its shares with the Securities and
Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. MIMLIC Management shall bear all advertising and
promotional expenses in connection with the distribution of the Fund's shares,
including paying for the printing of Prospectuses and Statements of Additional
Information for new shareholders, shareholder reports for new shareholders and
the costs of sales literature.
Subsequent to March 6, 1987, Minnesota Mutual has voluntarily agreed to absorb
all fees and expenses that exceed .65% of average daily net assets for the
Growth, Bond, Money Market, Asset Allocation, and Mortgage Securities
Portfolios, .55% of average daily net assets for the Index 500 Portfolio, .90%
of average daily net assets for the Capital Appreciation, Small Company and
Value Stock Portfolios and expenses that exceed 1.00% for the International
Stock Portfolio, other than the advisory fee which may not exceed 1.00%. In
addition, Minnesota Mutual has voluntarily agreed to absorb all fees and
expenses that exceed .40% of average daily net assets for each of the four
Maturing Government Bond Portfolios; however, for the Portfolios which mature in
1998 and 2002, Minnesota Mutual has voluntarily agreed to absorb such fees and
expenses which exceed .20% of average daily net assets from the Portfolio's
inception to April 30, 1998 and which exceed .40% of average daily net assets
thereafter. For the year ended December 31, 1995, the expenses voluntarily
absorbed by Minnesota Mutual for the various Portfolios were as follows:
Portfolio Expenses Voluntarily Absorbed
Growth $ -0-
Bond -0-
Money Market -0-
Asset Allocation -0-
Mortgage Securities -0-
Index 500 -0-
Capital Appreciation -0-
International Stock -0-
Small Company -0-
Value Stock 11,610
Maturing Government Bond -
1998 Portfolio 22,794
2002 Portfolio 24,709
2006 Portfolio 25,199
2010 Portfolio 26,308
There is no specified or minimum period of time during which Minnesota Mutual
has agreed to continue its voluntary absorption of these expenses, and Minnesota
Mutual may in its discretion cease its absorption of expenses at any time.
Should Minnesota Mutual cease absorbing expenses the effect would be to increase
substantially Fund expenses and thereby reduce investment return.
Each Portfolio will bear all expenses that may be incurred with respect to its
individual operation, including but not limited to transaction expenses,
advisory fees, brokerage, interest, taxes and the charges of the custodian. The
Fund will pay all other expenses not attributable to a specific Portfolio, but
those expenses will be allocated among the Portfolios on the basis of the size
of their respective net assets unless otherwise allocated by the Board of
Directors of the Fund.
In addition, effective May 1, 1992, the Fund entered into an agreement with
Minnesota Mutual under which Minnesota Mutual provides accounting, legal and
other administrative services to the Fund. Prior to May 1, 1996, Minnesota
Mutual provided such services at a monthly cost of $1,500 per Portfolio.
Effective May 1, 1996, Minnesota Mutual provides such services at a monthly cost
of $2,400 per Portfolio.
The Fund does not execute portfolio brokerage transactions through affiliated
brokers. MIMLIC Sales Corporation, a securities broker-dealer and a wholly-owned
subsidiary of MIMLIC Management, acts as distributor for a group of mutual funds
managed by Advantus Capital Management, Inc., also a wholly-owned subsidiary of
MIMLIC Management.
THE CURRENT WINSLOW AGREEMENT
Winslow Management, a Minnesota corporation with offices at 4720 IDS Tower, 80
South Eighth Street, Minneapolis, Minnesota 55402 has been retained under an
investment sub-advisory agreement to provide investment advice and, in general,
to conduct the management and investment program of the Capital Appreciation
Portfolio, subject to the general control of the Board of Directors of the Fund.
Winslow Management is a recent entrant into the advisory business, having begun
business in June of 1992. Winslow Management is a registered investment adviser
under the Investment Advisers Act of 1940. The firm was established by its
investment principals with a focus on providing management services to growth
equity investment accounts. An additional experienced principal joined the firm
in October of 1993. Information concerning all of Winslow Management's directors
and principal officers is set forth in Exhibit B. Winslow Management has one
other investment company client for which it acts as the investment adviser.
Other assets currently under management are managed for corporate, endowment,
foundation, retirement system and individual clients.
Winslow Management acts as investment sub-adviser to the Fund's Capital
Appreciation Portfolio under an Investment Sub-Advisory Agreement (the "Current
Winslow Agreement") with MIMLIC Management dated October 1, 1992, which became
effective the same date and was approved by shareholders of the Capital
Appreciation Portfolio on November 13, 1992. The Current Winslow Agreement was
last approved for continuance by the Board of Directors of the Fund, including a
majority of the Directors who are not a party to the Current Winslow Agreement
or interested persons of any such party, on January 17, 1996. The Current
Winslow Agreement will terminate automatically upon the termination of the
Investment Advisory and Supplemental Investment Advisory Agreements and in the
event of its assignment. In addition, the Current Winslow Agreement is
terminable at any time, without penalty, by the Board of Directors of the Fund,
by MIMLIC Management or by vote of a majority of the Capital Appreciation
Portfolio's outstanding voting securities on 60 days' written notice to Winslow
Management, and by Winslow Management on 60 days' written notice to MIMLIC
Management. Unless sooner terminated, the Current Winslow Agreement shall
continue in effect from year to year if approved at least annually either by the
Board of Directors of the Fund or by a vote of a majority of the outstanding
voting securities of the Capital Appreciation Portfolio, provided that in either
event such continuance is also approved by the vote of a majority of the
Directors who are not interested persons of any party to the Current Winslow
Agreement, cast in person at a meeting called for the purpose of voting on such
approval.
Winslow Management is compensated for its services under the Current Winslow
Agreement by MIMLIC Management, from a portion of the investment advisory fee
received by MIMLIC Management from the Capital Appreciation Portfolio, as
described above under "The Current Advisory Agreement Between the Fund and
MIMLIC Management."
THE NEW WINSLOW AGREEMENT
As described above, MIMLIC Management and Winslow Management propose to replace
the Current Winslow Agreement with the New Winslow Agreement, which, if approved
by shareholders, would become effective on May 1, 1996. The Current Advisory
Agreement between MIMLIC Management and the Fund with respect to the Capital
Appreciation Portfolio would not be modified or otherwise affected by the
proposed New Winslow Agreement. The principal difference between the Current
Winslow Agreement and the New Winslow Agreement is that the fee received by
Winslow Management from MIMLIC Management would be reduced under the New Winslow
Agreement.
Under the Current Winslow Agreement, MIMLIC Management pays a portion of the
investment advisory fee which it receives from the Capital Appreciation
Portfolio to Winslow Management in exchange for its services under the Current
Winslow Agreement. The fee received by Winslow Management under that Agreement
is equal to .50% on the first $75 million of the Capital Appreciation
Portfolio's average daily net assets and .45% of all net assets of the Portfolio
in excess of $75 million. Under the proposed New Winslow Agreement, the fee paid
by MIMLIC Management to Winslow Management would equal .375% of all average
daily net assets of the Capital Appreciation Portfolio. For the year ended
December 31, 1995, the fee received by Winslow Management from MIMLIC Management
under the Current Winslow Agreement was $681,652. If the New Winslow Agreement
had been in effect during that same period, Winslow Management would have
received fees in the aggregate amount of $535,764 from MIMLIC Management. The
difference between these two sums represents a 21.4% reduction in fees received
by Winslow Management.
Approval of the New Winslow Agreement will not change the investment advisory
fee received by MIMLIC Management from the Capital Appreciation Portfolio, but
will, therefore, result in a corresponding increase in the portion of such
investment advisory fee retained by MIMLIC Management after payment of fees to
Winslow Management. Although the investment advisory fee paid to MIMLIC
Management by the Portfolio will not be reduced, MIMLIC Management will continue
its voluntary agreement to absorb all fees and expenses of the Portfolio that
exceed .90% of average daily net assets (see the discussion of expenses
voluntarily absorbed, above, under the heading "The Current Advisory Agreement
Between the Fund and MIMLIC Management"). MIMLIC Management did not absorb any
such fees and expenses during the years ended December 31, 1995, 1994 and 1993,
but has previously absorbed such expenses in the amount of $16,612, $15,552,
$7,786, $8,899, $12,636 and $7,450 for the years ended December 31, 1992, 1991,
1990, 1989 and 1988 and the period from April 28, 1987 to December 31, 1987,
respectively.
In the opinion of MIMLIC Management the fee proposed to be paid to Winslow
Management under the New Winslow Agreement results in a more equitable division
of compensation to the parties for their respective services to the Portfolio,
modified as described below. The net assets of the Capital Appreciation
Portfolio, which amounted to $163,519,780 at December 31, 1995, are now at a
level at which economies of scale allow Winslow Management to provide the same
investment management services to the Portfolio at a lower cost to MIMLIC
Management. Under the New Winslow Agreement, Winslow Management's duties would
continue to be limited primarily to making and executing investment decisions
for the Portfolio, while MIMLIC Management would continue to supervise and
monitor the performance of Winslow Management and to provide the various
administrative services described above, under the heading "The Current Advisory
Agreement Between the Fund and MIMLIC Management," and as also described in the
following paragraph. MIMLIC Management is of the view that the increased level
of advisory fees which it would retain, after the payment of fees to Winslow
Management under the New Winslow Agreement, represents a reasonable level of
compensation for the investment oversight, administrative and other services
provided by MIMLIC Management to the Portfolio.
Under the Current Winslow Agreement, Winslow Management has as one of its duties
the responsibility for transmitting to MIMLIC Management and to the custodian
for the Capital Appreciation Portfolio, on a daily basis, such confirmation,
trade tickets and other documents as may be necessary to enable them to perform
their administrative responsibilities with respect to the Portfolio. Under the
proposed New Winslow Agreement, Winslow Management would no longer be
responsible for transmitting such information to the Portfolio's custodian.
Rather, MIMLIC Management would assume sole responsibility for transmitting
trade tickets and other similar documents and information to the Portfolio's
custodian and for reconciling MIMLIC Management's records of securities held by
the Portfolio with those of the custodian. In all other respects the investment
management and other services performed by Winslow Management under the New
Winslow Agreement would be identical to those performed under the Current
Winslow Agreement.
The personnel currently employed by Winslow Management to provide services to
the Capital Appreciation Portfolio, including the individual portfolio manager,
will continue to provide such services under the New Winslow Agreement. The
terms and provisions of the New Winslow Agreement are identical in all respects
to those of the Current Winslow Agreement except as described above. The
Portfolio and its shareholders will, therefore, continue to receive
substantially the same services from the same investment professionals if the
Proposal is approved. Approval of the Proposal will not result in any increase
or other change in costs to the Portfolio or its shareholders inasmuch as the
advisory fee received by MIMLIC Management from the Capital Appreciation
Portfolio will not be changed. Minnesota Mutual will also continue to provide
the same administrative services to the Portfolio as before. Approval of the
Proposal will not result in any change in the Portfolio's investment objectives
or policies, nor in any change in the Portfolio's brokerage and allocation
practices or in the manner of distribution of the Portfolio's shares.
The New Winslow Agreement was approved by the Board of Directors of the Fund,
including a majority of the Directors of the Fund who are not parties to such
agreement or interested persons of such parties, on January 17, 1996, at a
meeting called for the purpose of voting on such approval. The New Winslow
Agreement contains the same termination and continuation provisions as the
Current Winslow Agreement, as described above. In considering the Proposal and
determining to recommend to shareholders that they approve the New Winslow
Agreement, the Board of Directors of the Fund relied primarily on the fact that
the Capital Appreciation Portfolio would continue to receive the same services
from the same personnel, except as otherwise described above, and at the same
overall cost. The Directors also considered the nature and quality of the
services provided to the Captial Appreciation Portfolio by MIMLIC Management and
Winslow Management and the level of compensation which each would receive in
relation to those services if the New Winslow Agreement were effective. The
Directors concluded that the relative levels of compensation between MIMLIC
Management and Winslow Management resulting from approval of the New Winslow
Agreement were reasonable in relation to such services. Based upon these
factors, and considering also the views of MIMLIC Management described above
regarding the division of fees between MIMLIC Management and Winslow Management,
the Fund's Board of Directors determined to approve the New Winslow Agreement.
The Directors also considered that there is no current financial condition of
Winslow Management of which the Directors are aware that is reasonably likely to
impair the financial ability of Winslow Management to fulfill its commitments to
the Capital Appreciation Portfolio under the proposed New Winslow Agreement, and
that the New Winslow Agreement itself is not reasonably likely to result in any
such financial condition.
SHAREHOLDER APPROVAL
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding shares of the Portfolio, which means the lesser of the vote of (a)
67% of the shares of the Portfolio present at a meeting where more than 50% of
the outstanding shares are present in person or by proxy or (b) more than 50% of
the outstanding shares of the Portfolio. Rejection of the Proposal by the
Portfolio would mean that the Current Winslow Agreement would continue in
effect, in which case the Fund's Board of Directors would reconsider whether or
not to seek approval of the same Proposal at a subsequent meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS APPROVE THE
PROPOSAL TO APPROVE THE NEW INVESTMENT SUB-ADVISORY AGREEMENT WITH WINSLOW
MANAGEMENT.
OTHER MATTERS
Management does not intend to present any business to the meeting not mentioned
in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the proxies will
vote all Proxies on such matters in accordance with their judgment of the best
interests of the Fund.
SHAREHOLDER PROPOSALS
The Fund does not hold annual or periodically scheduled regular meetings of
shareholders. Regular and special shareholder meetings are held only at such
times and with such frequency as required by law. Minnesota corporation law does
not require an annual meeting; instead, it provides for the Board of Directors
to convene shareholder meetings when it deems appropriate. In addition, if a
regular meeting of shareholders has not been held during the immediately
preceding fifteen months, a shareholder or shareholders holding 3% or more of
the voting shares of the Fund may demand a regular meeting of shareholders of
the Fund by written notice of demand given to the chief executive officer or the
chief financial officer of the Fund. Within 30 days after receipt of the demand
by one of those officers, the Board of Directors shall cause a regular meeting
of shareholders to be called and held no later than 90 days after receipt of the
demand, all at the expense of the Fund. Additionally, the Investment Company Act
of 1940 requires shareholder votes for all amendments to fundamental investment
policies and restrictions and for all investment advisory contracts and
amendments thereto. Because the Fund is not required to hold annual meetings of
shareholders, an anticipated date of the next regular meeting cannot be
provided. If a shareholder has a proposal which such shareholder feels should be
presented to all shareholders, the shareholder should send the proposal to the
Fund. The proposal will be considered as appropriate at a meeting of the Board
of Directors as soon as practicable. Should it be a matter which would have to
be submitted to shareholders at a regular meeting, it will be presented at the
next special or regular meeting of shareholders. In addition, should it be a
matter which the Board of Directors deems of such significance as to require a
special meeting, such a meeting will be called.
INFORMATION REGARDING THE FUND'S OFFICERS
Certain information about the executive officers of the Fund is set
forth below:
<TABLE>
<CAPTION>
Principal Occupation and
Business Experience
Name of Officer Age Position With Fund During Past Five Years
<S> <C> <C> <C>
Paul H. Gooding 55 President and Vice President and
Director Treasurer of Minnesota Mutual;
President, Treasurer and a Director
of MIMLIC Management; President of
Advantus Capital Management, Inc.
Frederick P. 49 Treasurer and Second Vice President of
Feuerherm Director Minnesota Mutual; Vice
President, Assistant Secretary and a
Director of MIMLIC Management
Bardea C. Huppert 47 Vice President President and Chief Executive
Officer of MIMLIC Sales Corporation;
Second Vice President of Minnesota
Mutual
Donald F. Gruber 51 Secretary Senior Counsel of
Minnesota Mutual
</TABLE>
The officers of the Fund serve at the pleasure of the Board of Directors of the
Fund. Mr. Gooding has served as a Director and Officer since April, 1987. Mr.
Feuerherm has been a Director and Officer of the Fund since July, 1993. Ms.
Huppert has served in her capacity as Vice President of the Fund since April,
1994, and Mr. Gruber in his capacity since April, 1988. None of the Fund's
officers and directors has a family relationship with other officers and
directors of the Fund.
Paul H. Gooding
President
March __, 1996
EXHIBIT A
Directors and Principal Officers
of
MIMLIC Asset Management Company
<TABLE>
<CAPTION>
Office with
Name MIMLIC Management Other Business Connections
<S> <C> <C>
Paul H. Gooding President, Treasurer President, Secretary and
and Director Director, MIMLIC Corporation; Director,
MIMLIC Imperial
Corporation; Director,
MIMLIC Venture Corporation;
Vice President and
Director, MIMLIC Funding,
Inc.; Vice President and
Director, Robert Street
Energy, Inc.; Vice
President, Director,
Personal Finance Company;
Vice President and
Treasurer, The Minnesota
Mutual Life Insurance
Company; President and
Director, Advantus Capital
Management, Inc.
Guy M. de Lambert Vice President, President and Director,
Secretary and MIMLIC Venture Corporation;
Director Vice President, MIMLIC Funding, Inc.;
President and Secretary, Robert Street
Energy, Inc.; President and Director,
Wedgewood Valley Golf, Inc.; Second
Vice President, The Minnesota Mutual
Life Insurance Company
Frederick P. Feuerherm Vice President, Vice President, MIMLIC
Assistant Secretary Funding, Inc.; Second Vice
and Director President, The Minnesota Mutual Life
Insurance Company
Alan J. Notvik Vice President and President and Director,
Assistant Secretary MIMLIC Funding, Inc.; Second Vice
President, The Minnesota Mutual Life
Insurance Company
James P. Tatera Vice President and Vice President, MIMLIC
Assistant Secretary Funding, Inc.; Second Vice President,
The Minnesota Mutual Life
Insurance Company; Senior
Vice President, Treasurer
and Director, Advantus
Capital Management, Inc.
Loren Haugland Vice President None
Lynne Mills Vice President Vice President, Robert Street Energy,
Inc.; Second Vice President, The
Minnesota Mutual Life Insurance Company
Marilyn Froelich Vice President None
Dianne Orbison Vice President Vice President, MIMLIC
Venture Corporation; Second Vice
President, The Minnesota Mutual Life
Insurance Company
</TABLE>
EXHIBIT B
Directors and Principal Officers
of
Winslow Capital Management, Inc.
<TABLE>
<CAPTION>
Position with
Name Winslow Management Other Business Connections
<S> <C> <C>
Clark J. Winslow President and President, Portfolio Manager
Director and Director, Winslow
Capital Management, Inc.
Gail M. Knappenberger Executive Vice Executive Vice President,
President and Portfolio Manager and
Director Director, Winslow Capital
Management, Inc.
Richard E. Pyle Executive Vice Executive Vice President,
President and Portfolio Manager and
Director Director, Winslow Capital
Management, Inc.
Jon R. Foust Managing Director Managing Director, Winslow Capital
Management, Inc.
Lynne P. Pelos Vice President Vice President and Chief
Administrative Officer,
Winslow Capital Management,
Inc.
Gail L. Kummer Vice President Vice President and Trader,
Winslow Capital Management,
Inc.
</TABLE>
Appendix A
Preliminary Material
File Number 811-4279
MIMLIC Series Fund, Inc. PROXY
400 Robert Street North SPECIAL MEETING OF SHAREHOLDERS
St. Paul, Minnesota 55101-2098 APRIL 23, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned Shareholder of MIMLIC Series Fund, Inc. (the "Fund") of Saint
Paul, Minnesota, namely The Minnesota Mutual Life Insurance Company (herein
"Minnesota Mutual") hereby appoints Paul H. Gooding, Donald F. Gruber, and Eric
J. Bentley or any one of them as proxies, with full power of substitution and
revocation, to represent the undersigned and to cast all votes to which the
undersigned is entitled by virtue of being a Shareholder at the Special Meeting
of Shareholders of the Capital Appreciation Portfolio of the Fund to be held at
the principal office of the Fund, 400 Robert Street North, Saint Paul,
Minnesota, on April 23, 1996, at 10:30 A.M., and at any adjournment thereof,
with all powers the undersigned would possess if present in person. This proxy
shall be voted upon the matters specified and, in the discretion of the proxies,
upon all other matters as may properly come before the meeting.
1. To approve or disapprove the new Investment Sub-Advisory Agreement
between MIMLIC Asset Management Company and Winslow Capital Management,
Inc. with respect to investment sub-advisory services furnished on
behalf of the Fund's Capital Appreciation Portfolio.
Percentage of Shares to be Voted: FOR ___ AGAINST ___ ABSTAIN ___
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED AND AS DESCRIBED HEREIN. SHARES OF THE FUND HELD IN THE VARIABLE
LIFE ACCOUNT, THE VARIABLE ANNUITY ACCOUNT, THE VARIABLE FUND D, THE GROUP
VARIABLE ANNUITY ACCOUNT AND THE GROUP VARIABLE UNIVERSAL LIFE ACCOUNT (THE
"ACCOUNTS") WILL BE VOTED BY MINNESOTA MUTUAL AT THE REGULAR AND SPECIAL
MEETINGS OF THE FUND. SHARES WILL BE VOTED BY MINNESOTA MUTUAL IN ACCORDANCE
WITH INSTRUCTIONS RECEIVED FROM CONTRACT OWNERS WITH VOTING INTERESTS IN EACH
SUB-ACCOUNT OF THE ACCOUNTS. IN THE EVENT NO INSTRUCTIONS ARE RECEIVED FROM A
CONTRACT OWNER, WITH RESPECT TO SHARES OF A PORTFOLIO HELD BY A SUB-ACCOUNT,
MINNESOTA MUTUAL WILL VOTE SUCH SHARES OF THE PORTFOLIO AND SHARES NOT
ATTRIBUTABLE TO CONTRACTS IN THE SAME PROPORTION AS SHARES OF THE PORTFOLIO HELD
BY SUCH SUB-ACCOUNT FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED. THE NUMBER OF
VOTES WHICH ARE AVAILABLE TO A CONTRACT OWNER WILL BE CALCULATED SEPARATELY FOR
EACH SUB-ACCOUNT OF THE ACCOUNTS. IF, HOWEVER, THE INVESTMENT COMPANY ACT OF
1940 OR ANY REGULATION UNDER THAT ACT SHOULD CHANGE SO THAT MINNESOTA MUTUAL MAY
BE ALLOWED TO VOTE SHARES IN ITS OWN RIGHT, THEN IT MAY ELECT TO DO SO.
The undersigned hereby acknowledges receipt of the Notice to Shareholders of
Special Meeting and the Proxy Statement dated March __, 1996, and revokes any
proxy heretofore given with respect to the votes covered by this proxy.
Date ___________________________, 1996
Signature ____________________________
Title _______________________________
Appendix B
Preliminary Material
File Number 811-4279
The Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101-2098
This voting instruction form is solicited on behalf of the Board of Directors.
Instructions for voting shares of MIMLIC Series Fund, Inc. (the "Fund") held by
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual") at the Special
Meeting of Shareholders of the Capital Appreciation Portfolio of the Fund on
April 23, 1996.
Please check the appropriate box below, date this form and sign exactly as your
name appears below. Your signature acknowledges receipt of the Notice of Special
Meeting and Proxy Statement dated March __, 1996. Shares will be voted in
accordance with these instructions at the special meeting or any adjournment
thereof.
Minnesota Mutual is instructed to vote as indicated below. IF NO CHOICE IS
INDICATED, RETURN OF THE SIGNED FORM SHALL BE CONSIDERED AS INSTRUCTIONS TO VOTE
FOR THE APPROVAL OF THE NEW INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MIMLIC
ASSET MANAGEMENT COMPANY AND WINSLOW CAPITAL MANAGEMENT, INC. If any other
matter properly comes before the meeting, Minnesota Mutual will vote in
accordance with its best judgment.
1. The approval or disapproval of a new investment sub-advisory agreement,
relating to investment sub-advisory services furnished on behalf of the
Fund's Capital Appreciation Portfolio, between MIMLIC Asset Management
Company and Winslow Capital Management, Inc.
[ ] For [ ] Against [ ] Abstain
NOTE: PLEASE DATE THIS VOTING INSTRUCTION AND SIGN YOUR NAME IN THE EXACT
FORM AS IT APPEARS HEREIN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
WHEN SIGNED AS "TRUSTEE" OR "EMPLOYER," PLEASE GIVE FULL TITLE AS SUCH.
____________________________
SIGNATURE
DATE _______________ , 1996
