<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 Sect. 240.14a-11(c) or Sect. 240.14a-12
MIMLIC Series Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Gary R. Christensen
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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.
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 O-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:
.......................................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-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:
.......................................................................
4) Date Filed:
.......................................................................
<PAGE>
MIMLIC SERIES FUND, INC.
400 ROBERT STREET NORTH
SAINT PAUL, MINNESOTA
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE GROWTH PORTFOLIO
SEPTEMBER 30, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of the
Growth 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 9:30 a.m., Monday, September 30, 1996, for the following
purposes:
1. To approve or disapprove an Investment Sub-Advisory Agreement between
MIMLIC Asset Management Company and Voyageur Fund Managers, Inc. with
respect to investment sub-advisory services furnished on behalf of the
Fund's Growth Portfolio. 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 August 9, 1996. To be entitled to vote, an otherwise
qualified Shareholder must have been a Shareholder of the Portfolio on August 9,
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
August 28, 1996
F.33859 Rev. 8-96
<PAGE>
MIMLIC SERIES FUND, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OF THE GROWTH PORTFOLIO
SEPTEMBER 30, 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
Growth Portfolio (the "Portfolio") of the Fund to be held on September 30, 1996,
at 9:30 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 an
Investment Sub-Advisory Agreement between MIMLIC Asset Management Company
("MIMLIC Management"), the investment adviser to the Portfolio, and Voyageur
Fund Managers, Inc. ("Voyageur Managers"). THE DIRECTORS RECOMMEND THAT VOTES BE
CAST IN FAVOR OF THIS PROPOSAL.
This Proxy Statement and accompanying Proxy are being mailed commencing
approximately on August 28, 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 August 9, 1996, may vote at the
Meeting. As of that date, the Growth Portfolio of the Fund had 103,408,247.9109
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 Growth 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. 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 55101-2098. The address of Voyageur Managers
is 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402-4115.
THE ANNUAL REPORT FOR THE FUND, CONTAINING FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1995, AND THE SEMIANNUAL REPORT FOR THE FUND,
CONTAINING UNAUDITED FINANCIAL STATEMENTS FOR THE 6-MONTH PERIOD ENDING JUNE 30,
1996, HAVE PREVIOUSLY BEEN MAILED TO THE FUND'S SHAREHOLDERS. THE FUND WILL
PROVIDE A COPY OF BOTH THE
2
<PAGE>
ANNUAL REPORT AND SEMIANNUAL 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
55101-2098 OR BY TELEPHONING TOLL-FREE AT 1-888-862-6837.
SHARE OWNERSHIP
The Fund currently offers the shares of all its portfolios, including the
Growth 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
Growth Portfolio, Minnesota Mutual will vote its shares, as described in the
preceding paragraph, only with respect to shares of the Growth 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
Variable Fund D sub-account holding shares of the Growth 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 Variable Fund D sub-account holding
shares of the Growth 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 Growth 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 August 9, 1996, no Directors of the Fund owned any policies or
contracts which entitle them to instruct the voting of any shares at the
Meeting. Mr. Donald F. Gruber, the Secretary of the Fund owns a policy which, as
of the date of this proxy statement, will allow him to instruct the voting of
1,569 shares of the Growth Portfolio.
3
<PAGE>
PROPOSAL 1
APPROVAL OF AN INVESTMENT SUB-ADVISORY AGREEMENT BY
THE GROWTH PORTFOLIO
With respect to the Growth Portfolio of the Fund, MIMLIC Management, the
investment adviser to the Fund and the Portfolio, proposes to enter into an
Investment Sub-Advisory Agreement with Voyageur Managers (the "Voyageur
Agreement"). Approval of the Voyageur Agreement would not result in any change
in the investment advisory agreement between the Fund and MIMLIC Management with
respect to the Growth 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 GROWTH PORTFOLIO OR ITS SHAREHOLDERS.
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 Capital
Management, Inc. ("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 $12 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
4
<PAGE>
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,
each of 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, except under
the sub-advisory agreements described herein, 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.
5
<PAGE>
From its advisory fee for the Capital Appreciation Portfolio, MIMLIC
Management pays Winslow Management a fee equal to .375% of the average daily net
assets 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:
<TABLE>
<CAPTION>
ADVISORY FEES
PORTFOLIO PAID
- --------------------------------------------------------------------------- -----------------
<S> <C>
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
</TABLE>
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
6
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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:
<TABLE>
<CAPTION>
EXPENSES VOLUNTARILY
PORTFOLIO ABSORBED
- ---------------------------------------------------------------- ----------------------------
<S> <C>
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
</TABLE>
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. Effective May 1, 1996, Minnesota
Mutual will provide 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 VOYAGEUR AGREEMENT
As described above, MIMLIC Management and Voyageur Managers propose to enter
into an investment sub-advisory agreement which, if approved by shareholders,
would become effective September 30, 1996. The current advisory agreement
between MIMLIC Management and the Fund with respect to the Growth Portfolio
would not be modified or otherwise affected by the proposed Voyageur Agreement.
Voyageur Managers is a Minnesota corporation with offices at 90 South Seventh
Street, Suite 4400, Minneapolis, Minnesota 55402-4115. Voyageur Managers is an
indirect, wholly-owned subsidiary of Dougherty Financial Group, Inc. ("DFG"),
which is owned approximately 49% by
7
<PAGE>
Michael E. Dougherty, 49% by Pohlad Companies and less than 1% by certain
retirement plans for the benefit of DFG employees. Mr. Dougherty co-founded the
predecessor DFG in 1977 and has served as DFG's Chairman of the Board and Chief
Executive Officer since inception. The address of DFG is the same as that of
Voyageur Managers. Pohlad Companies is a holding company owned in equal parts by
each of James O. Pohlad, Robert C. Pohlad and William M. Pohlad. The address of
Pohlad Companies is 3880 Dain Bosworth Plaza, 60 South Sixth Street,
Minneapolis, Minnesota 55402. Information concerning all of Voyageur Managers'
Directors and principal officers is set forth in Exhibit B.
As of June 30, 1996, Voyageur Managers served as the manager to six
closed-end and ten open-end investment companies (comprising 33 separate
investment portfolios), administered numerous private accounts and managed
approximately $7.0 billion in assets. One such fund is the Growth Stock Fund, a
series of Voyageur Mutual Funds III, Inc., an open-end diversified management
investment company commonly referred to as a mutual fund. The Growth Stock Fund,
which has investment objectives which are similar to those of the Growth
Portfolio, had assets of approximately $31 million as of June 30, 1996. Pursuant
to an advisory agreement between the Growth Stock Fund and Voyageur Managers,
The Growth Stock Fund pays an advisory fee of 1% of its average daily net assets
to Voyageur Managers. Voyageur Managers has voluntarily agreed to pay all
expenses (excluding stock transfer fees, taxes, interest and brokerage
commissions) which exceed 1.65% of average daily Class A net assets (1.90% prior
to September 1, 1995) and 2.40% of average daily Class B and Class C net assets
for the Growth Stock Fund during the fiscal year ended April 30, 1996. During
the periods ended April 30, 1996, Voyageur voluntarily absorbed $25,000 of
expenses for the Growth Stock Fund.
Under the Voyageur Agreement, Voyageur Managers' duties would be to furnish
ongoing portfolio selection and related research and statistical services in
connection with MIMLIC Management's investment advisory activities on behalf of
the Fund's Growth Portfolio, while MIMLIC Management would continue to supervise
and monitor the performance of Voyageur Managers and to provide various
administrative services. MIMLIC Management would pay a portion of the investment
advisory fee which it receives from the Growth Portfolio to Voyageur Managers in
exchange for its services under the Voyageur Agreement. The fee received by
Voyageur Managers under that Agreement is equal to .25% of the Growth
Portfolio's average daily net assets. MIMLIC Management is of the view that the
level of advisory fees which it would retain, after the payment of fees to
Voyageur Management under the Voyageur Agreement, represents a reasonable level
of compensation for the investment oversight, administrative and other services
provided by MIMLIC Management to the Portfolio. Approval of the Voyageur
Agreement will not change the investment advisory fee received by MIMLIC
Management from the Growth Portfolio.
The Voyageur Agreement will terminate automatically in the event of its
assignment. In addition, the Voyageur Agreement is terminable at any time,
without penalty, by the Board of Directors of the Fund or by a vote of the
majority of the outstanding voting securities of the Fund's Growth Portfolio,
and by MIMLIC Management or Voyageur Managers on 60 days' written notice to the
other. The Voyageur Agreement will also automatically terminate on any
termination of the Investment Advisory Agreement or Supplemental Agreement
between the Fund and MIMLIC Management.
At a meeting held on July 17, 1996, the Board of Directors of the Fund,
including a majority of the Directors who are not parties to such agreement or
interested persons of such parties, concluded that an investment sub-advisory
agreement would be in the best interest of the Fund, the Growth Portfolio and
its shareholders. The Board of Directors of the Fund, including a majority of
the Directors who are not parties to such agreement or interested persons of
such parties, approved the Voyageur Agreement and recommended it for approval by
the shareholders of the Growth Portfolio at the meeting called for the purpose
of acting upon it. In reaching its conclusion to recommend the Voyageur
Agreement, the Board of Directors considered Voyageur Managers' experience and
history as an investment manager for numerous other investment companies,
including an equity fund with investment objectives similar to those of the
Growth Portfolio, the performance history of such other equity fund, and the
costs of Voyageur Managers' services. In addition, the Board of Directors
considered Voyageur Managers' ability to manage the portfolio in a manner
consistent with the Portfolio's
8
<PAGE>
investment objectives and with the investment policies and practices which have
been used by the Portfolio since its inception, as well as its ability to
provide services in an efficient, coordinated manner. The Directors also
considered that there is no current financial condition of Voyageur Managers of
which the Directors are aware that is reasonably likely to impair the financial
ability of Voyageur Managers to fulfill its commitments to the Growth Portfolio
under the proposed Voyageur Agreement, and that the Voyageur 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 a sub-advisory agreement would not be in effect for
the Growth Portfolio and management of the Portfolio will remain the
responsibility of MIMLIC Management under its advisory agreement. Under those
circumstances, the Board of Directors of the Fund would consider what action to
take and may request the shareholders of the Portfolio to reconsider the
Voyageur Agreement. The Board of Directors of the Fund may also negotiate with
MIMLIC Management concerning its active management of the Portfolio or the
consideration of another sub-adviser.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT SHAREHOLDERS APPROVE THE
PROPOSAL TO APPROVE THE INVESTMENT SUB-ADVISORY AGREEMENT WITH VOYAGEUR
MANAGERS.
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.
9
<PAGE>
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 Director Vice President and Treasurer of
Minnesota Mutual; President,
Treasurer and a Director of MIMLIC
Management; President of Advantus
Capital Management, Inc.
Frederick P. Feuerherm 49 Treasurer and Director Second Vice President of Minnesota
Mutual; Vice President, Assistant
Secretary and a Director of MIMLIC
Management
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. Mr.
Gruber has served 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
August 28, 1996
10
<PAGE>
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 and President, Secretary and Director, MIMLIC
Director Corporation; Director, MIMLIC Imperial
Corporation; Director, MIMLIC Venture
Corporation; Vice President and Director,
MIMLIC Funding, Inc.; Vice President and
Director, Robert Street Energy, Inc.;
Chairman and 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, Secretary President and Director, MIMLIC Venture
and Director Corporation; Vice President, MIMLIC
Funding, Inc.; President and Director,
Personal Finance Company; President and
Director, Wedgewood Valley Golf, Inc.;
Second Vice President, The Minnesota
Mutual Life Insurance Company
Frederick P. Feuerherm Vice President, Assistant Vice President, MIMLIC Funding, Inc.;
Secretary and Director Second Vice President, The Minnesota
Mutual Life Insurance Company
Alan J. Notvik Vice President and President and Director, MIMLIC Funding,
Assistant Secretary Inc.; Second Vice President, The Minnesota
Mutual Life Insurance Company
James P. Tatera Vice President and Vice President, MIMLIC Funding, Inc.;
Assistant Secretary 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 Second Vice President, The Minnesota
Mutual Life Insurance Company
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
OFFICE WITH
NAME MIMLIC MANAGEMENT OTHER BUSINESS CONNECTIONS
- ------------------------------------------ ------------------------- ------------------------------------------
<S> <C> <C>
Marilyn Froelich Vice President None
Dianne Orbison Vice President Vice President, MIMLIC Venture
Corporation; Second Vice President, The
Minnesota Mutual Life Insurance Company
</TABLE>
Each of the Directors and Principal Officers of MIMLIC Asset Management Company
can be reached at 400 Robert Street North, St. Paul, Minnesota 55101-2098.
12
<PAGE>
EXHIBIT B
DIRECTORS AND PRINCIPAL OFFICERS
OF
VOYAGEUR FUND MANAGERS, INC.
<TABLE>
<CAPTION>
POSITION WITH
NAME VOYAGEUR MANAGERS OTHER BUSINESS CONNECTIONS
- ---------------------------------------- ----------------------------- ----------------------------------------
<S> <C> <C>
Michael E. Dougherty Chairman Chairman of the Board, President and
Chief Executive Officer of Dougherty
Financial Group, Inc.; Chairman of
Voyageur Companies, Inc, Dougherty
Dawkins, Inc., Voyageur Asset Management
Group, Inc., Voyageur Fund Managers,
Inc., Voyageur Fund Distributors, Inc.,
Voyageur International Asset Managers,
Ltd., Segall Bryant & Hamill, and The
Clifton Group.
John G. Taft President President (since 1991) and Director
(since 1993) of Voyageur Fund Managers,
Inc.; Director (since 1993) and
Executive Vice President of Voyageur
Fund Distributors, Inc.; Management
Committee member of Voyageur Fund
Managers, Inc. from 1991 to 1993.
Jane M. Wyatt Chief Investment Officer Director and Chief Investment Officer of
Voyageur Fund Managers, Inc. since 1993;
Director of Voyageur Fund Distributors,
Inc. since 1993; Executive Vice
President and Portfolio Manager of
Voyageur Fund Managers, Inc. from 1992
to 1993; Vice President and Portfolio
Manager from 1989 to 1992.
Edward J. Kohler Executive Vice President Director and Executive Vice President of
Voyageur Fund Managers, Inc. and
Director of Voyageur Fund Distributors,
Inc. since 1995; previously President
and Director of Piper Capital Management
Incorporated from 1985 to 1995.
Frank C. Tonnemaker Executive Vice President Director of Voyageur Fund Managers, Inc.
and Voyageur
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME VOYAGEUR MANAGERS OTHER BUSINESS CONNECTIONS
- ---------------------------------------- ----------------------------- ----------------------------------------
Fund Distributors, Inc. since 1993;
Executive Vice President of Voyageur
Fund Managers, Inc. since 1994; Vice
President of Voyageur Fund Managers,
Inc. from 1990 to 1994.
<S> <C> <C>
Steven B. Johansen Secretary Secretary of Dougherty Financial Group,
Inc., Voyageur Fund Distributors, Inc.
and Dougherty Dawkins, Inc. since 1995;
Treasurer of Dougherty Financial Group,
Inc. and Dougherty Dawkins, Inc. from
1990 to 1995.
Thomas J. Abood Senior Vice President; Senior Vice President (since 1995) and
General Counsel General Counsel (since October 1994) of
Voyageur Fund Managers, Inc., Voyageur
Fund Distributors, Inc., and Voyageur
Companies, Inc.; Vice President of
Voyageur Fund Managers, Inc. and
Voyageur Companies, Inc. from October
1994 to 1995; previously associated with
the law firm of Skadden, Arps, Slate,
Meagher & Flom, Chicago, Illinois from
September 1988 to October 1994.
Kenneth R. Larsen Treasurer Treasurer of Voyageur Fund Managers,
Inc. and Voyageur Fund Distributors,
Inc. since 1990; Director of Voyageur
Fund Managers, Inc. and Voyageur Fund
Distributors, Inc. from 1990 to 1993;
Secretary and Treasurer of Voyageur Fund
Managers, Inc. and Voyageur Fund
Distributors, Inc. from 1990 to 1993.
</TABLE>
Each of the Directors and Principal Officers of Voyageur Fund Managers, Inc. can
be reached at 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota
55402-4115.
14
<PAGE>
Appendix A
MIMLIC Series Fund, Inc. PROXY
400 Robert Street North SPECIAL MEETING OF SHAREHOLDERS
St. Paul, Minnesota 55101-2098 SEPTEMBER 30, 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 Growth Portfolio of the Fund to be held
at the principal office of the Fund, 400 Robert Street North, Saint Paul,
Minnesota, on September 30, 1996, at 9:30 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 an Investment Sub-Advisory Agreement between MIMLIC
Asset Management Company and Voyageur Fund Managers, Inc. with respect to
investment sub-advisory services furnished on behalf of the Fund's Growth
Portfolio.
Percentage of Shares to beVoted: FOR____ AGAINST____ ABSTAIN____
<PAGE>
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 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 August 28, 1996, and revokes any
proxy heretofore given with respect to the votes covered by this proxy.
Date____________________________, 1996
Signature_____________________________
Title_________________________________
<PAGE>
Appendix B
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 Growth Portfolio of the Fund on September
30, 1996.
Please check the appropriate box below, date this form and sign it exactly
as your name appears below. Your signature acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated August 28, 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 AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN MIMLIC ASSET
MANAGEMENT COMPANY AND VOYAGEUR FUND MANAGERS, INC. If any other matter properly
comes before the meeting, Minnesota Mutual will vote in accordance with its best
judgment.
<PAGE>
1. To approve or disapprove an Investment Sub-Advisory Agreement between MIMLIC
Asset Management Company and Voyageur Fund Managers, Inc. with respect to
investment sub-advisory services furnished on behalf of the Fund's Growth
Portfolio.
/ / 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
