SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
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 Rule 14a-11(c) or Rule 14a-12
Variable Investors Series Trust
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
VARIABLE INVESTORS SERIES TRUST
2122 YORK ROAD
OAK BROOK, ILLINOIS 60523
GROWTH PORTFOLIO
GROWTH & INCOME PORTFOLIO
HIGH INCOME BOND PORTFOLIO
MATRIX EQUITY PORTFOLIO
MULTIPLE STRATEGIES PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
U.S. GOVERNMENT BOND PORTFOLIO
WORLD EQUITY PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1999
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders ("Shareholders")
of Variable Investors Series Trust, an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts (the "Trust"), will be held
at the offices of First Variable Advisory Services Corp., 2122 York Road, Oak
Brook, Illinois 60523, on April 23, 1999, at 10:00 a.m., local time, for the
following purposes:
1. To elect two Trustees to serve until their respective successors are
elected and have qualified;
2. To approve or disapprove a New Investment Advisory Agreement between
the Trust and First Variable Advisory Services Corp., such New
Investment Advisory Agreement to contain the same terms and conditions
as the Current Investment Advisory Agreement, except for the dates of
execution, effectiveness and termination;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on February 26, 1999, are
entitled to notice of and to vote at the meeting and at any and all adjournments
thereof.
By order of the Board of Trustees
Arnold R. Bergman
Secretary
Dated: April 5, 1999
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT! PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED
PROXY, DATE AND SIGN IT, AND RETURN IT IN THE ACCOMPANYING POSTAGE PREPAID
ENVELOPE. IF YOU SIGN, DATE AND RETURN THE PROXY BUT GIVE NO VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED IN FAVOR OF ALL PROPOSALS NOTICED ABOVE.
- --------------------------------------------------------------------------------
THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1998, MAY BE OBTAINED WITHOUT CHARGE
BY CALLING (800) 228-1035 OR WRITING TO THE TRUST AT 2122 YORK ROAD, OAK
BROOK, ILLINOIS 60523.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU CAST YOUR VOTE IN FAVOR OF THE
NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE PROXY STATEMENT AND FOR
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY.
VARIABLE INVESTORS SERIES TRUST
2122 YORK ROAD
OAK BROOK, ILLINOIS 60523
----------------
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 1999
The enclosed proxy is being solicited by and on behalf of the Board of Trustees
(the "Trustees" or "Board") of Variable Investors Series Trust, a Massachusetts
business trust ("Trust), which consists of separate Portfolios (each a
"Portfolio" and collectively the "Portfolios"). This proxy is for use at a
Special Meeting ("Meeting") of Shareholders ("Shareholders") of each of the
Portfolios to be held jointly at the offices of First Variable Advisory Services
Corp, 2122 York Road, Oak Brook, Illinois 60523, on April 23, 1999 at 10:00
a.m., local time, and at any and all adjournments thereof for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders (the
"Notice").
VOTING
The Trust was established to be used exclusively as the underlying investment
for certain variable life insurance and variable annuity contracts ("Variable
Contracts") offered by certain participating life insurance companies through
their separate accounts. First Variable Life Insurance Company ("First Variable
Life") is the only participating life insurance company in the Trust and its
sole shareholder. Pursuant to current interpretations of the Investment Company
Act of 1940, as amended (the "1940 Act"), First Variable Life will solicit
voting instructions from owners of Variable Contracts with respect to matters to
be acted upon at the meeting. All shares in the Trust held by First Variable
Life will be voted by First Variable Life in accordance with voting instructions
received from such contract owners. First Variable Life will vote all of the
shares which it is entitled to vote in the same proportion as the votes cast by
contract owners, on the issues presented, including shares which are
attributable to First Variable Life's interests in the Trust. First Variable
Life has fixed the close of business on April 19, 1999 as the last day for which
voting instructions will be accepted.
First Variable Life will designate individuals who will serve as proxies at the
meeting. If the accompanying form of proxy is properly executed and returned in
time to be voted at the meeting, the shares covered thereby will be voted by
First Variable Life in accordance with the instructions marked thereon. Executed
proxies that are unmarked will be voted for both proposals. Any proxy may be
revoked at any time prior to its exercise by a written notice of revocation
addressed to and received by the Secretary of the Trust, by delivering a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person. Each proposal being considered at the meeting will be approved only if a
sufficient number of votes are cast in favor of that proposal. Accordingly,
votes to abstain and votes against will have the same effect in determining
whether a proposal is approved.
The Board of Trustees has fixed the close of business on February 26, 1999 as
the record date ("Record Date") for the determination of shareholders entitled
to notice of and to a vote at the meeting. Shareholders on the Record Date will
be entitled to one vote for each full Share held and to a proportionate
fractional vote for each fractional Share.
As of the Record Date, there were 2,060,542 Shares of the Growth Portfolio,
1,756,717 Shares of the Growth & Income Portfolio, 2,313,481 Shares of the High
Income Bond Portfolio, 1,403,207 Shares of the Matrix Equity Portfolio,
2,332,220 Shares of the Multiple Strategies Portfolio, 894,747 Shares of the
Small Cap Growth Portfolio, 1,569,840 Shares of the U.S. Government Bond
Portfolio and 1,577,825 Shares of the World Equity Portfolio outstanding. See
page 17 for information concerning the substantial Shareholders of the Shares of
the Trust.
The Notice, this Proxy Statement and the accompanying proxy card(s) were first
mailed to Shareholders on or about April 5, 1999.
The purposes of the Special Meeting are to permit the Portfolios' Shareholders
to elect two Trustees and to consider a new Investment Advisory Agreement
(defined below) to take effect following the consummation of the transaction
contemplated by a Merger Offer dated as of January 7, 1999, (the "Merger Offer")
between Irish Life plc, the ultimate parent company of First Variable Advisory
Services Corp., the Adviser to the Trust, and Irish Permanent plc. Pursuant to
the Merger Offer, Irish Permanent plc will acquire all of the shares of Irish
Life plc. The shareholder vote on the New Investment Advisory Agreement (defined
below) is required under the 1940 Act, as a result of the contemplated Merger
Offer.
The costs of the meeting, including the solicitation of proxies and voting
instructions from contract owners, will be paid by First Variable Life Insurance
Company and/or its affiliates.
If, by the time scheduled for the meeting, a quorum is not present or if a
quorum is present but sufficient votes in favor of any of the proposals
described in this Proxy Statement are not received, the persons named as proxies
may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present in person or represented by proxy at the
session of the meeting to be adjourned. The persons named as proxies will vote
in favor of any such adjournment those proxies which instruct them to vote in
favor of any of the proposals to be considered at the adjourned meeting, and
will vote against any such adjournment those proxies which instruct them to vote
against or to abstain from voting on all of the proposals to be considered at
the adjourned meeting.
PROPOSAL 1.: ELECTION OF TRUSTEES
The Trustees
The Trust may, but is not required to, hold annual meetings of shareholders for
the election of Trustees. The current Board of Trustees has selected and
nominated all nominees for election as Trustees at this Special Meeting of
Shareholders. The two individuals named in the table below, each a current
Trustee, have been nominated for election as Trustees, each to hold office until
his successor is duly elected and has qualified.
Following the Meeting, the Trust does not contemplate holding regular meetings
of Shareholders to elect Trustees or otherwise. In the event a vacancy occurs on
the Board by reason of death, resignation or a reason other than removal by the
Shareholders, the remaining Trustees shall appoint a person to fill the vacancy
for the entire unexpired term. The Trust has no procedure to consider persons
recommended by Variable Contract owners for nomination to the Board of Trustees
of the Trust.
When an investment company does not hold regular annual meetings, it is a
requirement under the 1940 Act and a policy of the Trust that holders of record
of not less than two-thirds of the outstanding shares of the investment company
may file a declaration in writing or may vote at a special meeting of
shareholders for the purpose of removing a Trustee. The Board will be required
to promptly call a special meeting of shareholders for the purpose of voting
upon the question of removal of any such Trustee(s) when required to do so by
the record holders of not less than 10% of the total outstanding shares of the
Trust. In addition, the Board will comply with the requirements of Section 16(c)
of the 1940 Act with respect to communications with Shareholders.
Each of the nominees named below has agreed to serve as a Trustee if elected;
however should any nominee become unable or unwilling to accept nomination or
election, the proxies will be voted for one or more substitute nominees
designated by the Board of Trustees.
Each Trustee elected by the Shareholders or by the Trustees shall serve until
the election and qualification of his or her successor, or until he or she
sooner dies, resigns or is removed.
The following is a list of the names, ages and principal occupations respecting
the Trustee nominees.
Name and Age Principal Occupations or Employment in
Past 5 Years
____________________ ____________________________________________
John M. Soukup* President and Director, First Variable Life
2122 York Road and President and Director of Adviser and
Oak Brook, IL 60523 First Variable Capital Services, Inc. ("FVCS")
Age: 44 since June, 1997; prior to June 1997, Market
Development Officer, Fortis
Paul G. Chenault Private Trustee; prior to 1995, Senior Vice
15 Falling Brook President and Chief Investment Officer, X.L.
Cincinnati, OH 45241 Investments, Ltd., Hamilton, Bermuda
Age: 65
__________________
* "Interested person" as defined in the 1940 Act.
The following is a list of the names, ages, principal occupations and other
information respecting the current Trustees (other than Messrs. Soukup and
Chenault).
<TABLE>
<CAPTION>
Name and Age Principal Occupations or Employment in
Past 5 Years
____________________ ____________________________________________
<S> <C>
Wesley E. Horton Private Trustee and Investor
1100 Country Club Circle
North Palm Beach, FL 33408
Age: 77
W. Lawrence Howe Consultant; Director, Lone Star Life Insurance
6220 Topsail Road Company; Director, Howe-Weaver
At Harbor Hills
Lady Lake, FL 32159
Age: 74
Laird E. Wiggin Managing Director, The E/W Group, Inc., a
The E/W Group, Inc. financial management and operations consulting
59 Rainbow Road firm
East Granby, CT 06026-0169
Age: 60
Norman A. Fair* Vice President, Treasurer and Assistant
2211 York Road Secretary, Irish Life of North America, Inc., Director
Suite 202 and Assistant Secretary of First Variable Life and Director
Oak Brook, IL 60523 of Adviser; prior to 1994, Senior Vice President
Age: 53 and Chief Financial Officer, Interstate
Assurance Company (an affiliate of Adviser)
__________________
<FN>
* "Interested person" as defined in the 1940 Act.
</FN>
</TABLE>
Trustees who are "interested persons" receive no compensation from the Trust.
Each Trustee of the Trust who is not an interested person of the Trust receives
an annual fee of $10,000, an additional fee of $1,500 for each Trustees' meeting
attended in person and $750 for each Board Meeting attended through
teleconference facilities and Committee Meeting attended (if held on a day other
than when the Board of Trustees meeting is held). The Trustees' fees and
expenses are shared equally by all Portfolios of the Trust. For the year ended
December 31, 1998, the Disinterested Trustees received the following fees for
service as Trustee:
<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Benefits Total Compensation
Compensation from Accrued As Part of From Trust and
Fund Trustee Trust Trust Expenses Complex
- ------------ ----- -------------- -------
<S> <C> <C> <C>
Paul G. Chenault $16,000 None $16,000
Wesley E. Horton $16,000 None $16,000
W. Lawrence Howe $16,000 None $16,000
Laird E. Wiggin $16,000 None $16,000
</TABLE>
Messrs. Horton, Howe and Wiggin have acted as Trustees of the Trust since their
election to the Board of Trustees in December, 1993; Mr. Fair has acted as
Trustee of the Trust since his election to the Board of Trustees in September,
1994; Mr. Chenault has acted as Trustee of the Trust since March, 1996. Mr.
Soukup has acted as Trustee of the Trust since August, 1997. No shareholder
meeting of all of the Portfolios has been held since Messrs. Chenault and Soukup
were appointed to the Board. Therefore, one of the purposes of this meeting is
to propose Messrs. Chenault and Soukup for election by the Shareholders.
During the last fiscal year, the Board of Trustees held four meetings.
The Board of Trustees has appointed an Audit Committee comprised of Messrs.
Chenault, Horton, Howe and Wiggin. The Audit Committee held four meetings during
the last fiscal year. The Audit Committee makes recommendations to the Board
concerning the selection of the Trust's independent accountants, reviews with
such accountants the scope and results of the Trust's annual audit and considers
any comments that the accountants may have regarding the Trust's financial
statements or books of account. The Disinterested Trustees are responsible for
the annual review of the Trust's investment advisory arrangements and any other
matters requiring the approval of the Disinterested Trustees under the 1940 Act.
The Trust does not have a standing nominating or compensation committee of the
Board.
The officers of the Trust serve for one year or until their respective
successors are chosen and qualified. The Trust's officers currently receive no
compensation from the Trust but are also officers of the Adviser and certain of
its affiliates and receive compensation in such capacities.
The following table sets forth certain information concerning the current
principal executive officers of the Trust.
<TABLE>
<CAPTION>
Positions and Other Principal Occupations
Name and Age Offices with Trust in Past 5 Years
______________ ___________________ ____________________________________
<S> <C> <C>
John M. Soukup President and President and Director, First
Age: 44 Trustee Variable Life and President and
Director of Adviser and FVCS since
June, 1997; prior to June 1997, Market
Development Officer, Fortis.
Arnold R. Bergman Secretary Vice President, General Counsel and
Age: 47 Secretary of First Variable Life, Secretary
and Clerk of Adviser and Secretary of
FVCS.
Christopher Harden Treasurer and Vice President and Treasurer of First
Age: 41 Principal Accounting Variable Life and Assistant Treasurer of
Officer the Adviser since 1998; prior thereto,
Vice President of Cova Financial
Services Life Insurance Company.
Terri Bon Assistant Treasurer Assistant Vice President and Assistant
Age: 30 Treasurer of First Variable Life;
Treasurer of the Adviser; prior to May 1998,
Assistant Vice President of Cova
Financial Services Life Insurance
Company.
</TABLE>
As of the Record Date, certain officers and Trustees of the Trust held
beneficial interests in shares of the Trust through the purchase of variable
annuity or variable life insurance contracts. The amount owned beneficially by
the officers and Trustees, as a group, is less than one percent of each
Portfolio's outstanding shares.
REQUIRED VOTE
The election of Trustees shall be by the affirmative vote of the holders of a
plurality of the Shares entitled to vote present in person or represented by
proxy at such meeting with the Shares of all Portfolios voting as a single
class.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "IN FAVOR" OF THE NOMINEES FOR THE BOARD
OF TRUSTEES LISTED IN THIS PROXY STATEMENT.
PROPOSAL 2.:
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN FIRST VARIABLE ADVISORY SERVICES CORP.
("ADVISER") AND VARIABLE INVESTORS SERIES TRUST
DESCRIPTION OF ADVISER
Adviser is a Massachusetts corporation which was incorporated on October 8, 1993
and which is registered with the Securities and Exchange Commission as an
investment adviser under the Investment Advisers Act of 1940, as amended.
Adviser is a wholly-owned subsidiary of First Variable Life, which is a
wholly-owned subsidiary of Irish Life of North America, Inc. which in turn is
beneficially owned by Irish Life plc. ("Irish Life"). Irish Life of North
America, Inc. is a Delaware corporation, incorporated as Carrig International in
1986. Irish Life was formed in 1939 through a consolidation of a number of Irish
and British Life offices transacting business in Ireland. The address of the
Adviser is 2122 York Road, Oak Brook, Illinois 60523.
SUMMARY OF CURRENT INVESTMENT ADVISORY AGREEMENT
Under the Investment Advisory Agreement dated September 22, 1994, as amended May
1, 1995 ("Current Investment Advisory Agreement"), Adviser manages the business
and affairs of the Portfolios and the Trust, subject to the control of the Board
of Trustees of the Trust.
Under the Current Investment Advisory Agreement, the Adviser is obligated to
formulate a continuing program for the investment of the assets of each
portfolio of the Trust in a manner consistent with each portfolio's investment
objectives, policies and restrictions and to determine from time to time
securities to be purchased, sold, retained or lent by the Trust and implement
those decisions. The Current Investment Advisory Agreement also provides that
Adviser shall manage the Trust's business and affairs and shall provide such
services required for effective administration of the Trust as are not provided
by employees or other agents engaged by the Trust. The Current Investment
Advisory Agreement further provides that Adviser shall furnish the Trust with
office space and necessary personnel, pay ordinary office expenses, pay all
executive salaries of the Trust and furnish, without expense to the Trust, the
services of such members of its organization as may be duly elected officers or
Trustees of the Trust.
The Adviser's activities are subject to the review and supervision of the Board
of Trustees to whom the Adviser renders periodic reports of the Trust's
investment activities.
As full compensation for its services under the Current Investment Advisory
Agreement, the Trust pays the Adviser a monthly fee at the annual rates shown in
the table below based on the average daily net assets of each Portfolio.
<TABLE>
<CAPTION>
Portfolio Advisory Fee
(Annual Rate based on average daily net assets
of each Portfolio)
<S> <C>
Growth .70%
Growth & Income .75%
High Income Bond .70% of first $40 million
.65% of next $20 million
.55% of next $15 million
.50% of average net assets over and above $75 million
Matrix Equity .65% of first $100 million
.55% of average net assets over and above $100 million
Multiple Strategies .70%
Small Cap Growth .85%
U.S. Government Bond .60% of first $200 million
.50% of average net assets over and above $200 million
World Equity .70% of first $200 million
.625% of next $300 million
.50% of average net assets over and above $500 million
</TABLE>
For the year ended December 31, 1998, the Adviser was paid advisory fees as
follows: $490,627 with respect to the Growth Portfolio, $201,099 with respect to
the Growth & Income Portfolio, $141,078 with respect to the High Income Bond
Portfolio, $117,982 with respect to the Matrix Equity Portfolio, $259,847 with
respect to the Multiple Strategies Portfolio, $126,469 with respect to the Small
Cap Growth Portfolio, $68,415 with respect to the U.S. Government Bond Portfolio
and $169,949 with respect to the World Equity Portfolio.
The Adviser and First Variable Life have agreed that they will, if necessary,
pay the expenses of each Portfolio of the Trust until April 1, 2000, to the
extent that expenses of a Portfolio, other than Adviser's compensation, exceed
the annual rate of 0.50% of a Portfolio's average net assets (0.25% in the case
of the U.S. Government Bond Portfolio). Under this arrangement all of the
Portfolios except the Growth Portfolio and the Multiple Strategies Portfolio
were reimbursed expenses for the year ended December 31, 1998.
The Current Investment Advisory Agreement dated September 22, 1994 (and as
amended May 1, 1995 for purposes of the addition of the Growth & Income and the
Small Cap Growth Portfolios), was last approved by the Board of Trustees,
including those Trustees who are not parties to the Current Investment Advisory
Agreement or "interested persons" of any such party, on March 4, 1999. It was
last approved by the Shareholders by a majority vote of the Shareholders of all
Portfolios of the Trust on August 31, 1994, the approval of which was
necessitated by the acquisition of the Adviser's then parent company which may
have resulted in an assignment and thus a termination of the then existing
investment advisory agreement.
INFORMATION CONCERNING THE PROPOSED MERGER OFFER
GENERAL
Pursuant to the terms of the Merger Offer, Irish Permanent plc will acquire all
of the shares of Irish Life plc on the following basis:
60.85 New Shares for every 100 Irish Life Shares.
Following the Merger Offer, Irish Permanent shareholders will hold approximately
32.7 percent and Irish Life Shareholders will hold approximately 67.3 percent of
the enlarged share capital. Upon the Merger Offer becoming or being declared
unconditional in all respects, it is intended that Irish Permanent plc will be
renamed Irish Life & Permanent plc. The combined equity market value of Irish
Life & Permanent will be approximately $14.7 billion.
The merger is subject to certain conditions and terms as set out in the Merger
Offer Document, including obtaining certain approvals and consents from the
Central Bank and the Minister for Enterprise, Trade and Employment in Ireland.
In view of its size, the merger is also conditional on the approval of Irish
Permanent plc shareholders. An extraordinary general meeting of Irish Permanent
plc was convened for February 19, 1999 at which the Merger Offer, an increase in
the authorized ordinary share capital of Irish Permanent, the authorization to
the Directors to allot the New Shares, the appointment of the proposed directors
and the name change of Irish Permanent plc to Irish Life & Permanent plc were
approved.
DESCRIPTION OF IRISH PERMANENT
The Irish Temperance Permanent Benefit Building Society was established in 1884
as a permanent building society. In 1940 it changed its name to Irish Permanent
Building Society (the "Society") and expanded its savings business through the
introduction of new types of savings products. On September 21, 1994, the
Society converted to a public limited company (under the name of Irish Permanent
plc) and obtained a license from the Central Bank to carry on a banking
business. The Existing Ordinary Shares have been listed on the Irish Stock
Exchange and the London Stock Exchange since October 27, 1994.
Irish Permanent is a leading retail financial services group in Ireland with a
network which extends to 92 branches and 101 agencies. Its products include
mortgages, savings, investments, life assurance and pensions and other retail
financial services. Irish Permanent reported profit after tax of IR pound
sterling 23.0 million for the six month period ended June 30, 1998 and had
shareholders' funds of IR pound sterling 288.5 million and total assets of IR
pound sterling 6.8 billion as at June 30, 1998.
Irish Permanent's principal activities are the provision of mortgages and
savings products, and it also provides a full range of personal retail financial
services including current accounts and credit cards. Irish Permanent is the
largest mortgage provider in Ireland, with a market share of 22 percent of new
mortgages issued in the nine month period to September 30, 1998, and also has a
market share of seven percent of the retail savings market in Ireland. As at
June 30, 1998, Irish Permanent had over 98,000 mortgage accounts and 700,000
savings accounts. Irish Permanent also holds a 15 percent share of the car
finance market in Ireland through its wholly owned subsidiary, Irish Permanent
Finance Limited.
In August 1994, Irish Permanent acquired Guinness & Mahon (Ireland) Limited,
through which it now provides private banking services and, in 1996, it acquired
Capital Home Loans Limited, a mortgage lender operating in England and Wales
through a network of intermediaries.
EFFECT OF MERGER ON ADVISER AND TRUST
The terms of the Merger do not contemplate any changes, other than changes in
the ordinary course of business, in the management or operation of the Adviser
relating to the Trust, the personnel managing the Trust or other services or
business activities of the Trust. The Merger is not expected to result in any
changes in the business, corporate structure or composition of the senior
management or personnel of the Adviser, or in the manner in which the Adviser
renders services to the Trust. The Adviser will remain a wholly-owned subsidiary
of First Variable Life, which in turn is, and will remain, a wholly-owned
subsidiary of Irish Life of North America, Inc. The only change will be to the
Adviser's ultimate parent, as described elsewhere herein.
THE NEW INVESTMENT ADVISORY AGREEMENT
The 1940 Act requires that an investment advisory agreement initially must be
approved (i) by a majority of the disinterested directors/trustees of a fund and
(ii) by holders of a majority of the outstanding voting securities of such fund.
Thereafter, the investment advisory agreement may continue in effect if approved
annually by a majority of the disinterested directors/trustees of such fund, or
by a majority of the outstanding voting securities of such fund.
Consummation of the Merger Offer could be deemed to result in an "assignment",
as defined in the 1940 Act, of the Current Investment Advisory Agreement. As
required by the 1940 Act, the Current Investment Advisory Agreement provides for
its automatic termination in the event of its "assignment", as defined in the
1940 Act.
In anticipation of the Merger Offer, and in order for the Adviser to continue to
serve as investment adviser to the Trust after the consummation of the Merger
Offer, the new Investment Advisory Agreement ("New Investment Advisory
Agreement") between the Adviser and the Trust must be approved (i) by a majority
of the Disinterested Trustees of the Trust and (ii) as to each Portfolio, by
holders of a majority of the outstanding voting securities of each such
Portfolio of the Trust. See "Board of Trustees' Evaluation - New Investment
Advisory Agreement" and "Required Vote - New Investment Advisory Agreement"
below.
The Board of Trustees held a meeting on February 12, 1999, at which meeting the
Trustees, including the Disinterested Trustees, concluded that, if the Merger
Offer occurs, entry by the Trust into the New Investment Advisory Agreement
would be in the best interest of the Trust and the Trust's shareholders. The
Board, including the Disinterested Trustees, unanimously approved the New
Investment Advisory Agreement and recommended such agreement for approval of the
shareholders of the Trust at this Special Meeting. See "Board of Trustees'
Evaluation - New Investment Advisory Agreement." The New Investment Advisory
Agreement would take effect upon the later to occur of (i) the obtaining of
shareholder approval or (ii) the closing of the Merger Offer. The New Investment
Advisory Agreement, if approved by the shareholders, will continue in effect
until two (2) years after its effective date and thereafter for successive
annual periods as long as such continuance is approved in accordance with the
1940 Act.
In the event that the Merger Offer is not consummated, the Adviser would
continue to serve as investment adviser of all Portfolios of the Trust pursuant
to the terms of the Current Investment Advisory Agreement.
BROKERAGE AND RESEARCH SERVICES
Transactions on U.S. stock exchanges and other agency transactions involve the
payment by the Trust of negotiated brokerage commissions. Such commissions vary
among different brokers. Also, a particular broker may charge different
commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign securities often involve the payment of
fixed brokerage commissions, which are generally higher than those in the United
States. There is generally no stated commission in the case of securities traded
in the over-the-counter markets, but the price paid by the Trust usually
includes an undisclosed dealer commission or mark-up. In underwritten offerings,
the price paid by the Trust includes a disclosed, fixed commission or discount
retained by the underwriter or dealer.
It is currently intended that the Sub-Advisers will place all orders for the
purchase and sale of portfolio securities for the Trust and buy and sell
securities for the Trust through a substantial number of brokers and dealers. In
so doing, the Sub-Advisers will use their best efforts to obtain for the Trust
the best price and execution available. In seeking the best price and execution,
the Sub-Advisers, having in mind the Trust's best interests, will consider all
factors they deem relevant, including, by way of illustration, price, the size
of the transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience, and financial stability of the broker-dealer
involved, and the quality of service rendered by the broker-dealer in other
transactions.
It has for many years been a common practice in the investment advisory business
for advisers of investment companies and other institutional investors to
receive research, statistical, and quotation services from broker-dealers which
execute portfolio transactions for the clients of such advisers. Consistent with
this practice, the Sub-Advisers may receive research, statistical, and quotation
services from any broker-dealers with which they place the Trust's portfolio
transactions. These services, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities, and recommendations as
to the purchase and sale of securities. Some of these services may be of value
to the Sub-Advisers and/or their affiliates in advising various of their clients
(including the Trust), although not all of these services are necessarily useful
and of value in managing the Trust. The management fees paid by the Trust are
not reduced because the Sub-Advisers and/or their affiliates may receive such
services.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, a
Sub-Adviser may cause a Portfolio to pay a broker-dealer which provides
brokerage and research services to the Sub-Adviser an amount of disclosed
commission for effecting a securities transaction for the Portfolio in excess of
the commission which another broker-dealer would have charged for effecting that
transaction. A Sub-Adviser's authority to cause a Portfolio to pay any such
greater commissions is also subject to such policies as the Adviser or the
Trustees may adopt from time to time.
INVESTMENT DECISIONS. Investment decisions for the Trust and for the other
investment advisory clients of the Sub-Advisers are made with a view to
achieving their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment, and the
size of their investments generally. Frequently, a particular security may be
bought or sold for only one client or in different amounts and at different
times for more than one but less than all clients. Likewise, a particular
security may be bought for one or more clients when one or more other clients
are selling the security. In addition, purchases or sales of the same security
may be made for two or more clients of a Sub-Adviser on the same day. In such
event, such transactions will be allocated among the clients in a manner
believed by the Sub-Adviser to be equitable to each. In some cases, this
procedure could have an adverse effect on the price or amount of the securities
purchased or sold by the Trust. Purchase and sale orders for the Trust may be
combined with those of other clients of a Sub-Adviser in the interest of
achieving the most favorable net results for the Trust.
For the year ended December 31, 1998, the Portfolios paid brokerage commissions
in the following aggregate amounts: Growth Portfolio, $83,459; Growth & Income
Portfolio, $57,332; High Income Bond Portfolio, $171; Matrix Equity Portfolio,
$43,252; Multiple Strategies Portfolio, $31,058; Small Cap Growth Portfolio,
$23,533; U.S. Government Bond Portfolio, $-0-; and World Equity Portfolio,
$120,381.
SUMMARY OF NEW INVESTMENT ADVISORY AGREEMENT
The New Investment Advisory Agreement is identical to the Current Investment
Advisory Agreement, except for the proposed dates of execution, effectiveness
and termination.
The form of the proposed New Investment Advisory Agreement is attached as Annex
A to this Proxy Statement. The New Investment Advisory Agreement has been marked
to show the changes from the Current Investment Advisory Agreement.
BOARD OF TRUSTEES' EVALUATION - NEW INVESTMENT ADVISORY AGREEMENT
The Board of Trustees of the Trust held a meeting on February 12, 1999 at which
meeting the Trustees, including the Independent Trustees (Trustees who are
independent, i.e., not "interested persons", as defined in the 1940 Act, and who
have no direct or indirect financial interest in the New Investment Advisory
Agreement), concluded that if the Merger occurs, entry by the Trust into the New
Investment Advisory Agreement would be in the best interests of the Trust and
the Shareholders of the Portfolio. The Board of Trustees, including the
Independent Trustees, unanimously approved the New Investment Advisory Agreement
for the Portfolios and recommended such agreement be submitted for approval by
the Shareholders of the Portfolios at the Special Meeting. The New Investment
Advisory Agreement would take effect upon the later to occur of (i) the
obtaining of Shareholder approval or (ii) the closing of the Merger.
The Board, including the Disinterested Trustees, has determined that, by
approving the New Investment Advisory Agreement on behalf of the Trust, the
Trust can best assure itself that services currently provided by the Adviser
will continue after the Merger Offer without interruption.
In evaluating the New Investment Advisory Agreement, the Board took into account
that, except for the dates of execution, effectiveness and termination, there
are no differences between the terms and conditions of the Trust's Current
Investment Advisory Agreement and the New Investment Advisory Agreement,
including the terms relating to the services to be provided thereunder by the
Adviser and the fees and expenses payable by the Trust.
The Trustees were presented with materials furnished by the Adviser and Irish
Life plc. Those materials included:
1. Irish Permanent plc 1997 Annual Report;
2. Irish Life plc 1997 Annual Report;
3. Irish Permanent plc Interim Report for the six months ended June 30,
1998;
4. Irish Life plc Interim Report for the six months ended June 30, 1998;
and
5. Merger of Irish Permanent and Irish Life to Create Irish Life &
Permanent:
(i) Circular;
(ii) Merger Offer Document; and
(iii) Listing Particulars.
Based upon its review, the Board concluded that the New Investment Advisory
Agreement is in the best interest of the Trust and its shareholders. The Board
also concluded that, as a consequence of the merger, the parent of the Adviser
will be financially strengthened. Accordingly, after consideration of the above
factors, and such other factors and information that it deemed relevant, the
Board, including the Disinterested Trustees, unanimously approved the New
Investment Advisory Agreement and voted to recommend its approval to the
shareholders of the Trust.
REQUIRED VOTE - NEW INVESTMENT ADVISORY AGREEMENT. Shareholders of each
Portfolio will vote separately to approve or disapprove the New Investment
Advisory Agreement. As provided in the 1940 Act, such approval as to a Portfolio
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Portfolio, which for this purpose means the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the Portfolio
and (2) 67% or more of the shares of the Portfolio present at the Special
Meeting if more than 50% of the outstanding shares are present at the Special
Meeting in person or by proxy. In the event that Shareholders of any Portfolio
do not approve the New Investment Advisory Agreement, the Board of Trustees of
the Trust would seek to obtain for that Portfolio interim investment advisory
services at the lesser of cost or the current fee rate from another advisory
organization. Thereafter, the Board of Trustees of the Trust would either
negotiate a new advisory agreement with an advisory organization selected by the
Board of Trustees or make appropriate arrangements, in either event subject to
approval of the Shareholders of that Portfolio.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING ITS DISINTERESTED TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED NEW
INVESTMENT ADVISORY AGREEMENT.
ADDITIONAL INFORMATION
DIRECTORS AND OFFICERS OF THE ADVISER
The following table sets forth certain information concerning the executive
officers and directors of the Adviser.
The names and principal occupations of the officers and directors of the Adviser
are as follows:
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
John M. Soukup President and Director, First Variable Life
and President and Director of Adviser and
FVCS since June, 1997; prior to June 1997,
Market Development Officer, Fortis.
Norman A. Fair Vice President, Treasurer and Assistant Secretary,
Irish Life of North America, Inc., Director
and Assistant Secretary of First Variable Life
and Director of Adviser; prior to 1994,
Senior Vice President and Chief Financial
Officer, Interstate Assurance Company (an
affiliate of Adviser).
Martin Sheerin Director of Adviser; Vice President and Chief
Actuary of First Variable Life, prior to
October, 1994, Vice President of Irish Life of
North America, Inc.
Arnold R. Bergman Vice President, General Counsel and
Secretary of First Variable Life, Secretary
and Clerk of Adviser and Secretary of
FVCS.
Christopher Harden Assistant Treasurer of Adviser; Treasurer of
the Trust; Vice President and Treasurer of
First Variable Life since 1998; prior
thereto, Vice President of Cova Financial
Services Life Insurance Company.
Terri Bon Treasurer of Adviser; Assistant Vice President and
Assistant Treasurer of First Variable Life; Assistant
Treasurer of the Trust; prior to May 1998, Assistant
Vice President of Cova Financial Services Life
Insurance Company.
</TABLE>
The address of all of the officers and directors of the Adviser is 2122 York
Road, Oak Brook, Illinois 60523, with the exception of Mr. Fair whose address is
2211 York Road, Suite 202, Oak Brook, Illinois 60523.
SUBSTANTIAL SHAREHOLDERS
As of the Record Date, all of the Shares of the Trust were owned by First
Variable Life, First Variable Annuity Fund A, First Variable Annuity Fund E and
First Variable Annuity Fund M. First Variable Annuity Funds A, E and M are
separate accounts of First Variable Life. Their Shares will be voted in
accordance with voting instructions received from variable contract owners as
described under "Voting." The amount owned beneficially by the officers and
Trustees, as a group, is less than one percent of each Portfolio's outstanding
shares.
AUDITORS
The Trust's independent auditor is Ernst & Young LLP. Ernst & Young audited the
Trust's Annual Report for the year ended December 31, 1998.
OTHER MATTERS
The Board of Trustees knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, it is
intended that the proxies will vote thereon in their discretion.
By order of the Board of Trustees,
ARNOLD R. BERGMAN
Secretary
Dated: April 5, 1999
Oak Brook, Illinois
ANNEX A
MARKED TO SHOW CHANGES
FROM CURRENT INVESTMENT
ADVISORY AGREEMENT;
DELETIONS IN BRACKETS;
ADDITIONS UNDERLINED
VARIABLE INVESTORS SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the _____ day of ________, 1999, [22nd day of
September, 1994] between VARIABLE INVESTORS SERIES TRUST, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), and FIRST VARIABLE ADVISORY SERVICES CORP., a Massachusetts
corporation (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "Act");
WHEREAS, the Trust is authorized to issue separate series, each of which
offers a separate class of shares of common stock, each having its own
investment objective or objectives, policies and limitations;
WHEREAS, the Trust currently offers shares in eight (8) [seven] series,
designated as the Growth Portfolio, Growth & Income Portfolio, High Income Bond
Portfolio, Matrix Equity Portfolio, Multiple Strategies Portfolio, Small Cap
Growth Portfolio, U.S. Government Bond Portfolio and World Equity Portfolio
[Cash Management Portfolio, Common Stock Portfolio and Tilt Utility Portfolio]
("Current Series"), and the Trust may offer shares of one or more additional
series in the future;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management and administrative services to the Trust with respect to each Current
Series as indicated on the signature page in the manner and on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. Services of the Adviser.
1.1 Investment Management Services. The Adviser shall act as the investment
adviser to the Trust and, as such, shall (i) obtain and evaluate such
information relating to the economy, industries, business, securities markets
and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Trust in a manner consistent with its investment
objectives, policies and restrictions, and (iii) determine from time to time
securities to be purchased, sold, retained or lent by the Trust, and implement
those decisions, including the selection of entities with or through which such
purchases, sales or loans are to be effected; provided, that the Adviser will
place orders pursuant to its investment determinations either directly with the
issuer or with a broker or dealer, and if with a broker or dealer, (a) will
attempt to obtain the best net price and most favorable execution of its orders,
and (b) may nevertheless in its discretion purchase and sell portfolio
securities from and to brokers and dealers who provide the Adviser with
research, analysis, advice and similar services and pay such brokers and dealers
in return a higher commission or spread than may be charged by other brokers or
dealers. The Trust hereby authorizes any entity or person associated with the
Adviser or any Sub-Adviser retained by Adviser pursuant to Section 7 of this
Agreement, which is a member of a national securities exchange, to effect any
transaction on the exchange for the account of the Trust which is permitted by
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(iv).
The Adviser shall carry out its duties with respect to the Trust's
investments in accordance with applicable law and the investment objectives,
policies and restrictions set forth in the Trust's then-current Prospectus and
Statement of Additional Information, and subject to such further limitations as
the Trust may from time to time impose by written notice to the Adviser.
1.2 Administrative Services. The Adviser shall manage the Trust's business
and affairs and shall provide such services required for effective
administration of the Trust as are not provided by employees or other agents
engaged by the Trust; provided, that the Adviser shall not have any obligation
to provide under this Agreement any direct or indirect services to Trust
shareholders, any services related to the distribution of Trust shares, or any
other services which are the subject of a separate agreement or arrangement
between the Trust and the Adviser. Subject to the foregoing, in providing
administrative services hereunder, the Adviser shall:
1.2.1 Office Space, Equipment and Facilities. Furnish without cost to the
Trust, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Trust's needs.
1.2.2 Personnel. Provide, without remuneration from or other cost to the
Trust, the services of individuals competent to perform all of the Trust's
executive, administrative and clerical functions which are not performed by
employees or other agents engaged by the Trust or by the Adviser acting in some
other capacity pursuant to a separate agreement or arrangement with the Trust.
1.2.3 Agents. Assist the Trust in selecting and coordinating the activities
of the other agents engaged by the Trust, including the Trust's shareholder
servicing agent, custodian, independent auditors and legal counsel.
1.2.4 Trustees and Officers. Authorize and permit the Adviser's directors,
officers and employees who may be elected or appointed as Trustees or officers
of the Trust to serve in such capacities, without remuneration from or other
cost to the Trust.
1.2.5 Books and Records. Assure that all financial, accounting and other
records required to be maintained and preserved by the Trust are maintained and
preserved by it or on its behalf in accordance with applicable laws and
regulations.
1.2.6 Reports and Filings. Assist in the preparation of (but not pay for)
all periodic reports by the Trust to its shareholders and all reports and
filings required to maintain the registration and qualification of the Trust and
Trust shares, or to meet other regulatory or tax requirements applicable to the
Trust, under federal and state securities and tax laws.
1.3 Additional Series. In the event that the Trust from time to time
designates one or more series in addition to the Current Series ("Additional
Series"), it shall notify the Adviser in writing. If the Adviser is willing to
perform services hereunder to the Additional Series, it shall so notify the
Trust in writing. Thereupon, the Trust and the Adviser shall enter into an
Addendum to this Agreement for the Additional Series and the Additional Series
shall be subject to this Agreement.
2. Expenses of the Trust.
2.1 Expenses to be Paid by Adviser. The Adviser shall pay all salaries,
expenses and fees of the officers, Trustees and employees of the Trust who are
officers, directors or employees of the Adviser.
In the event that the Adviser pays or assumes any expenses of the Trust not
required to be paid or assumed by the Adviser under this Agreement, the Adviser
shall not be obligated hereby to pay or assume the same or any similar expense
in the future; provided, that nothing herein contained shall be deemed to
relieve the Adviser of any obligation to the Trust under any separate agreement
or arrangement between the parties.
2.2 Expenses to be Paid by the Trust. The Trust shall bear all expenses of
its operation, except those specifically allocated to the Adviser under this
Agreement or under any separate agreement between the Trust and the Adviser.
Subject to any separate agreement or arrangement between the Trust and the
Adviser, the expenses hereby allocated to the Trust, and not to the Adviser,
include, but are not limited to:
2.2.1 Custody. All charges of depositories, custodians, and other agents
for the transfer, receipt, safekeeping, and servicing of its cash, securities,
and other property.
2.2.2 Shareholder Servicing. All expenses of maintaining and servicing
shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged by
the Trust to service shareholder accounts.
2.2.3 Shareholder Reports. All expenses of preparing, setting in type,
printing and distributing reports and other communications to shareholders.
2.2.4 Prospectuses. All expenses of preparing, setting in type, printing
and mailing annual or more frequent revisions of the Trust's Prospectus and
Statement of Additional Information and any supplements thereto and of supplying
them to shareholders.
2.2.5 Pricing and Portfolio Valuation. All expenses of computing the
Trust's net asset value per share, including any equipment or services obtained
for the purpose of pricing shares or valuing the Trust's investment portfolio.
2.2.6 Communications. All charges for equipment or services used for
communications between the Adviser or the Trust and any custodian, shareholder
servicing agent, portfolio accounting services agent, or other agent engaged by
the Trust.
2.2.7 Legal and Accounting Fees. All charges for services and expenses of
the Trust's legal counsel and independent auditors.
2.2.8 Trustees' Fees and Expenses. All compensation of Trustees other than
those affiliated with the Adviser, all expenses incurred in connection with such
unaffiliated Trustees' services as Trustees, and all other expenses of meetings
of the Trustees and committees of the Trustees.
2.2.9 Shareholder Meetings. All expenses incidental to holding meetings of
shareholders, including the printing of notices and proxy materials, and proxy
solicitation therefor.
2.2.10 Federal Registration Fees. All fees and expenses of registering and
maintaining the registration of the Trust under the Act and the registration of
the Trust's shares under the Securities Act of 1933 (the "1933 Act"), including
all fees and expenses incurred in connection with the preparation, setting in
type, printing, and filing of any Registration Statement, Prospectus and
Statement of Additional Information under the 1933 Act or the Act, and any
amendments or supplements that may be made from time to time.
2.2.11 State Registration Fees. All fees and expenses of qualifying and
maintaining the qualification of the Trust and of the Trust's shares for sale
under securities laws of various states or jurisdictions, and of registration
and qualification of the Trust under all other laws applicable to the Trust or
its business activities (including registering the Trust as a broker-dealer, or
any officer of the Trust or any person as agent or salesman of the Trust in any
state).
2.2.12 Share Certificates. All expenses of preparing and transmitting the
Trust's share certificates.
2.2.13 Confirmations. All expenses incurred in connection with the issue
and transfer of Trust shares, including the expenses of confirming all share
transactions.
2.2.14 Bonding and Insurance. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by the
Trustees of the Trust, including, without limitation, such bond, liability and
other insurance expenses that may from time to time be allocated to the Trust in
a manner approved by its Trustees.
2.2.15 Brokerage Commissions. All brokers' commissions and other charges
incident to the purchase, sale or lending of the Trust's portfolio securities.
2.2.16 Taxes. All taxes or governmental fees payable by or with respect to
the Trust to federal, state or other governmental agencies, domestic or foreign,
including stamp or other transfer taxes.
2.2.17 Trade Association Fees. All fees, dues and other expenses incurred
in connection with the Trust's membership in any trade association or other
investment organization.
2.2.18 Nonrecurring and Extraordinary Expenses. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions, suits, or
proceedings to which the Trust is a party and the expenses the Trust may incur
as a result of its legal obligation to provide indemnification to its officers,
Trustees and agents.
3. Advisory Fee.
3.1 Fee. As compensation for all services rendered, facilities provided and
expenses paid or assumed by the Adviser under this Agreement, the Trust shall
pay the Adviser on the last day of each month, or as promptly as possible
thereafter, a fee calculated at the annual rate of the average daily net assets
of each series of the Trust as set forth below:
3.1.1 Growth Portfolio. 0.70% of average net assets.
-----------------------------------------------------
[3.1.1 Cash Management Portfolio. 0.50% of the first $70 million of average
net assets and 0.45% of average net assets over and above $70 million.]
3.1.2 Growth & Income Portfolio. 0.75% of average net assets.
--------------------------------------------------------------
[3.1.2 Common Stock Portfolio. 0.70% of average net assets.]
3.1.3 High Income Bond Portfolio. 0.70% of the first $40 million of average
net assets, 0.65% of average net assets over and above $40 million but not
exceeding $60 million, 0.55% of average net assets over and above $60 million
but not exceeding $75 million, and 0.50% of average net assets over and above
$75 million.
3.1.4 Matrix Equity Portfolio. 0.65% of the first $100 million of average
--------------------------------------------------------------------------
net assets and 0.55% of average net assets over and above $100 million.
- -----------------------------------------------------------------------
3.1.5 Multiple Strategies Portfolio. 0.70% of average net assets.
3.1.6 Small Cap Growth Portfolio. 0.85% of average net assets.
---------------------------------------------------------------
[3.1.6 Tilt Utility Portfolio. 0.65% of the first $100 million of average
net assets and 0.55% of average net assets over and above $100 million.]
3.1.7 U.S. Government Bond Portfolio. 0.60% of the first $200 million
of average net assets and 0.50% of average net assets over and above $200
million.
3.1.8 World Equity Portfolio. 0.70% of the first $200 million of average
---
net assets, 0.625% of average net assets over and above $200 million but not
exceeding $500 million, and 0.50% of average net assets over and above $500
million.
4. Records.
4.1 Tax Treatment. The Adviser shall maintain the books and records of the
Trust in such a manner that treats each series as a separate entity for federal
income tax purposes.
4.2 Ownership. All records required to be maintained and preserved by the
Trust pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission under Section 31(a) of the Act and maintained and preserved
by the Adviser on behalf of the Trust are the property of the Trust and shall be
surrendered by the Adviser promptly on request by the Trust; provided, that the
Adviser may at its own expense make and retain copies of any such records.
5. Reports to Adviser.
The Trust shall furnish or otherwise make available to the Adviser such
copies of the Trust's Prospectus, Statement of Additional Information, financial
statements, proxy statements, reports, and other information relating to its
business and affairs as the Adviser may, at any time or from time to time,
reasonably require in order to discharge its obligations under this Agreement.
6. Reports to the Trust.
The Adviser shall prepare and furnish to the Trust such reports,
statistical data and other information in such form and at such intervals as the
Trust may reasonably request.
7. Retention of Sub-Adviser(s).
Subject to the Trust's obtaining the initial and periodic approvals
required under Section 15 of the Act, the Adviser may retain a sub-adviser(s),
at the Adviser's own cost and expense, for the purpose of making investment
recommendations and research information available to the Adviser. Retention of
a sub-adviser(s) shall in no way reduce the responsibilities or obligations of
the Adviser under this Agreement and the Adviser shall be responsible to the
Trust for all acts or omissions of the sub-adviser(s) in connection with the
performance of the Adviser's duties hereunder.
8. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Adviser or any
affiliated person of the Adviser to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. Limitation of Liability of Adviser and its Personnel.
Neither the Adviser nor any director, officer or employee of the Adviser
performing services for the Trust at the direction or request of the Adviser in
connection with the Adviser's discharge of its obligations hereunder shall be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with any matter to which this Agreement relates, and the
Adviser shall not be responsible for any action of the Trustees of the Trust in
following or declining to follow any advice or recommendation of the Adviser;
provided, that nothing herein contained shall be construed (i) to protect the
Adviser against any liability to the Trust or its shareholders to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of the Adviser's duties, or by reason of
the Adviser's reckless disregard of its obligations and duties under this
Agreement, or (ii) to protect any director, officer or employee of the Adviser
who is or was a Trustee or officer of the Trust against any liability of the
Trust or its shareholders to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such person's office with the Trust.
10. No Personal Liability of Trustees or Shareholders.
This Agreement is made by the Trust pursuant to authority granted by the
Trustees, and the obligations created hereby are not binding on any of the
Trustees or shareholders of the Trust individually, but bind only the property
of the Trust.
11. Effect of Agreement.
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Declaration of Trust or its By-Laws or any applicable
law, regulation or order to which it is subject or by which it is bound, or to
relieve or deprive the Trustees of the Trust of their responsibility for and
control of the conduct of the business and affairs of the Trust.
12. Term of Agreement.
The term of this Agreement shall begin on the date first above written, and
unless sooner terminated as hereinafter provided, this Agreement shall remain in
effect through April 30, 2001. Thereafter, this Agreement shall continue in
effect with respect to the Trust from year to year, subject to the termination
provisions and all other terms and conditions hereof; provided, such continuance
with respect to the Trust is approved at least annually by vote of the holders
of a majority of the outstanding voting securities of the Trust or by the
Trustees of the Trust; provided, that in either event such continuance is also
approved annually by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Agreement or interested persons of either party
hereto; and provided further that the Adviser shall not have notified the Trust
in writing at least sixty (60) days prior to April 30, 2001, or at least sixty
(60) days prior to April 30 of any year thereafter that it does not desire such
continuation. The Adviser shall furnish to the Trust, promptly upon its request,
such information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment thereof.
13. Amendment or Assignment of Agreement.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; provided, that no such amendment shall be effective unless authorized on
behalf of the Trust (i) by resolution of the Trust's Trustees, including the
vote or written consent of a majority of the Trust's Trustees who are not
parties to this Agreement or interested persons of either party hereto, and (ii)
by vote of a majority of the outstanding voting securities of the Trust. This
Agreement shall terminate automatically and immediately in the event of its
assignment.
14. Termination of Agreement.
This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other party; provided, that in the case of termination by the Trust, such
action shall have been authorized (i) by resolution of the Trust's Board of
Trustees, including the vote or written consent of Trustees of the Trust who are
not parties to this Agreement or interested persons of either party hereto, or
(ii) by vote of a majority of the outstanding voting securities of the Trust.
15. Interpretation and Definition of Terms.
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the Act
shall be resolved by reference to such term or provision of the Act and to
interpretation thereof, if any, by the United States courts, or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission validly issued pursuant to the Act.
Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested persons," "assignment" and "affiliated person," as used
in this Agreement shall have the meanings assigned to them by Section 2(a) of
the Act. In addition, when the effect of a requirement of the Act reflected in
any provision of this Agreement is modified, interpreted or relaxed by a rule,
regulation or order of the Securities and Exchange Commission, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
16. Captions.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
17. Execution in Counterparts.
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
VARIABLE INVESTORS SERIES TRUST for its
Growth Portfolio, Growth & Income Portfolio,
--------------------------------------------
High Income Bond Portfolio, Matrix Equity
--------------
Portfolio, Multiple Strategies Portfolio,
---------
Small Cap Growth Portfolio, U.S. Government
--------------------------
Bond Portfolio and World Equity Portfolio
[Cash Management Portfolio, Common Stock
Portfolio, Tilt Utility Portfolio]
Attest:
- ------------------------------ ----------------------------------
FIRST VARIABLE ADVISORY SERVICES CORP.
Attest:
- ------------------------------- ----------------------------------
PROXY
GROWTH PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Growth Portfolio of Variable Investors Series Trust ("Trust") hereby appoints
_____________________________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
GROWTH PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
GROWTH & INCOME PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Growth & Income Portfolio of Variable Investors Series Trust ("Trust") hereby
appoints _____________________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
GROWTH & INCOME PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
HIGH INCOME BOND PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
High Income Bond Portfolio of Variable Investors Series Trust ("Trust") hereby
appoints _____________________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
HIGH INCOME BOND PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
MATRIX EQUITY PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Matrix Equity Portfolio of Variable Investors Series Trust ("Trust") hereby
appoints ___________________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
MATRIX EQUITY PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
MULTIPLE STRATEGIES PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Multiple Strategies Portfolio of Variable Investors Series Trust ("Trust")
hereby appoints _______________________________________________, or any one of
them true and lawful attorneys with power of substitution of each, to vote all
shares which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
MULTIPLE STRATEGIES PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
SMALL CAP GROWTH PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Small Cap Growth Portfolio of Variable Investors Series Trust ("Trust") hereby
appoints _____________________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
SMALL CAP GROWTH PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
U.S. GOVERNMENT BOND PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
U.S. Government Bond Portfolio of Variable Investors Series Trust ("Trust")
hereby appoints ______________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
U.S. GOVERNMENT BOND PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
PROXY
WORLD EQUITY PORTFOLIO
OF
VARIABLE INVESTORS SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
April 23, 1999
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
World Equity Portfolio of Variable Investors Series Trust ("Trust") hereby
appoints ___________________________________________, or any one of them true
and lawful attorneys with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on April 23, 1999 at the offices of First
Variable Advisory Services Corp., 2122 York Road, Oak Brook, Illinois 60523 at
10:00 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect two trustees to serve until their respective successors are elected
and have qualified: Paul G. Chenault and John M. Soukup.
IN FAVOR
For both nominees
listed (except as WITHHOLDING
marked to the contrary) AUTHORITY
----------------------- --------------
- ------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
FOR ANY INDIVIDUAL NOMINEE WRITE THE
NAME ON THE LINE PROVIDED
ABOVE.)
2. To approve a New Investment Advisory agreement between the Trust and First
Variable Advisory Services Corp., such New Investment Advisory Agreement to
contain the same terms and conditions as the Current Investment Advisory
Agreement, except for the dates of execution, effectiveness and termination.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
Dated: ____________________, 1999
First Variable Life Insurance Company
---------------------------------------------------
Name of Insurance Company
---------------------------------------------------
Name and Title of Authorized Officer
---------------------------------------------------
Signature of Authorized Officer
WORLD EQUITY PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
- -----------------------------------
[NAME OF PORTFOLIO]
INSTRUCTIONS TO FIRST VARIABLE LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
VARIABLE INVESTORS SERIES TRUST TO BE HELD ON APRIL 23, 1999
INSTRUCTIONS SOLICITED ON BEHALF OF
FIRST VARIABLE LIFE INSURANCE COMPANY
The undersigned hereby instructs First Variable Life Insurance Company (the
"Company") to vote all shares of the above-referenced Portfolio of VARIABLE
INVESTORS SERIES TRUST (the "Trust") represented by units held by the
undersigned at a special meeting of shareholders of the Trust to be held at
10:00 a.m., local time, on April 23, 1999, at the offices of First Variable
Advisory Services Corp., 2122 York Road, Oak Brook, Illinois and at any
adjournment thereof, as indicated on the reverse side.
Dated: ________________________, 1999
_____________________________________
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing as
attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please sign
the partnership name, your name and indicate your title. Joint owners should
each sign this proxy. Please sign, date and return.
INSTRUCTIONS SOLICITED ON BEHALF OF FIRST VARIABLE LIFE INSURANCE COMPANY
FIRST VARIABLE LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL THE PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE SAME
PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Please vote by filling in the appropriate boxes below.
IN FAVOR
For both nominees
listed (except as WITHHOLD
marked to the contrary) AUTHORITY
----------------------- -----------
1. To elect two trustees to
serve until their respective [ ] [ ]
successors are elected and
have qualified: Paul G.
Chenault and John M. Soukup.
- ------------------------------
(INSTRUCTION: TO WITHHOLD
AUTHORITY FOR ANY INDIVIDUAL
NOMINEE(S) WRITE THE NAME(S) ON THE
LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN
--- ------- -------
2. To approve a New Investment Advisory [ ] [ ] [ ]
Agreement between the Trust and First
Variable Advisory Services Corp.,
such New Investment Advisory
Agreement to contain the same
terms and conditions as the
Current Investment Advisory
Agreement, except for the dates of
execution, effectiveness and
termination.
IMPORTANT: Please sign on the reverse side.
