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PRELIMINARY PROXY MATERIAL
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/X/ Preliminary Proxy Statement
/ / Confidential for use of the Commission Only (as permitted by Rule
14a-6(e)(2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Life & Annuity Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total Fee paid:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
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PRELIMINARY PROXY MATERIAL
________________________________________________________________________________
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING SHAREHOLDER
COMMUNICATIONS CORP. ("SCC") TOLL-FREE AT 1-800-733-8481, EXT. 460
FROM 6:00 A.M. TO 8:00 P.M. PACIFIC TIME. YOU MAY
ALSO VOTE BY FAXING YOUR
PROXY BALLOT TO SCC AT 1-800-733-1885.
A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE
VOTE WILL BE SENT TO YOU.
________________________________________________________________________________
AMERICAN SKANDIA LETTERHEAD
October ___, 1995
To our Contract Owners:
The enclosed proxy materials propose that interestholders of the
Asset Allocation and U.S. Government Allocation Funds (each, a "Fund" and
collectively, the "Funds") of Life & Annuity Trust (the "Trust") approve a new
sub-advisory contract. The enclosed materials describe a transaction involving
the sale (the "Sale") of Wells Fargo Nikko Investment Advisors ("WFNIA"), the
sub-adviser to the Funds, to Barclays Bank PLC or certain of its affiliates
(collectively, "Barclays"). Barclays has indicated that it intends to
reorganize WFNIA into an entity that will be named BZW Global Investors.
Barclays has advised the Board of Trustees of the Trust that BZW Global
Investors will continue operations with WFNIA's existing management, investment
professionals and resources essentially intact. Barclays also has advised the
Board of Trustees of the Trust that BZW Global Investors should be able to
provide investment advisory services that are at least comparable to the
services that WFNIA currently provides to each Fund and that no material
changes to the sub-adviser's investment philosophy, policies or strategies are
contemplated.
For these reasons, the Board of Trustees believes that the Sale
should not result in any significant changes in the day-to-day management of
the Funds. Because the change in WFNIA's ownership constitutes an assignment
and automatic termination of the existing sub-advisory contract, under the
Investment Company Act of 1940, interestholders of each Fund must approve new
sub-advisory contracts with the new sub-adviser. The substantive terms of the
proposed
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PRELIMINARY PROXY MATERIAL
sub-advisory contracts are identical in all material respects to the terms of
the existing sub-advisory contract. Fee levels are unchanged.
THE TRUST'S BOARD OF TRUSTEES HAS UNANIMOUSLY APPROVED THE PROPOSALS AND
RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
The formal Notice of Special Meeting, a Proxy Statement and a Proxy
Ballot are enclosed. American Skandia will solicit voting instructions from
our variable annuity contract owners who beneficially own interests of each
Fund (the "Owners"). You may vote by proxy in any of three ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in
the enclosed postage-paid envelope; or
2. Vote by telephone by calling SCC toll-free at
1-800-733-8481, Ext. 460 from 6:00 a.m. to 8:00 p.m.
(Pacific time) (a confirmation of your telephone vote will
be sent to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to SCC
at 1-800-733-1885 (a confirmation of your telefacsimile
vote will be sent to you).
Please return your Proxy Ballot or call or fax us so that your
vote will be counted.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF INTERESTS THAT
YOU OWN. PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER IN THE
ENCLOSED POSTAGE-PAID ENVELOPE, OR BY TELEFACSIMILE AT 1-800-733-1885, OR BY
CALLING US TOLL-FREE AT 1-800-733-8481, EXT. 460.
IF YOUR PROXY BALLOT IS NOT RECEIVED, AMERICAN SKANDIA WILL VOTE YOUR INTERESTS
IN THE SAME RATIO AS INTERESTS FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED.
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If you have any questions regarding the enclosed materials or the
Special Meeting, please call your representative at 1-800-680-8920. We look
forward to receiving your vote very soon.
Sincerely,
___________________________________________
Gordon C. Bornow
President and Chief Operating Officer
American Skandia Life Assurance Corporation
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PRELIMINARY PROXY MATERIAL
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
1-800-572-7797
________________________________________________________________________________
NOTICE OF SPECIAL MEETING OF INTERESTHOLDERS
ASSET ALLOCATION FUND
U.S. GOVERNMENT ALLOCATION FUND
TO BE HELD ON DECEMBER 5, 1995
________________________________________________________________________________
To the interestholders in the ASSET ALLOCATION and U.S. GOVERNMENT ALLOCATION
FUNDS (each, a "Fund" and, collectively, the "Funds") of Life & Annuity Trust
(the "Trust"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF INTERESTHOLDERS (the
"Special Meeting") of the Funds will be held on Tuesday, December 5, 1995, at
11:00 a.m. (Central time) at the Trust's principal executive office, 111 Center
Street, Little Rock, Arkansas 72201. The Special Meeting is being called for
the following purposes:
1. To consider approval of a proposed Sub-Advisory Contract (a
form of which appears as Appendix A to the accompanying Proxy
Statement) for the Trust, on behalf of each Fund, with Wells
Fargo Bank, N.A. ("Wells Fargo Bank"), as adviser, and BZW
Global Investors (the anticipated successor in interest to
Wells Fargo Nikko Investment Advisors ("WFNIA")), as
sub-adviser.
The terms of the proposed Sub-Advisory Contracts are identical
in all material respects to the terms of the current Sub-Advisory Contract
with Wells Fargo Bank and WFNIA.
These proposals and any other matters that are properly raised may
be considered either at the Special Meeting or at any adjournment(s) thereof,
including any adjournment(s) necessary to obtain requisite quorums and/or
approvals.
YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
The Board of Trustees of the Trust has fixed the close of business
on October 11, 1995 as the record date (the "Record Date") for the
determination of Fund interestholders entitled to receive notice of and to vote
at the Special Meeting or any adjournment(s) thereof. The enclosed Proxy
Statement contains further information regarding the Special Meeting and the
proposals to be considered. YOUR PROXY IS VERY IMPORTANT TO US. SIGNED BUT
UNMARKED PROXY BALLOTS WILL BE COUNTED IN DETERMINING WHETHER A QUORUM IS
PRESENT AND WILL BE VOTED IN FAVOR OF THE PROPOSALS AND IN THE DISCRETION OF
THE PROXY AGENTS AS TO OTHER MATTERS
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(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
PRELIMINARY PROXY MATERIAL
THAT MAY COME PROPERLY BEFORE THE SPECIAL MEETING. You may vote in any one
of the following three ways:
1. Mark, sign, date and return the enclosed Proxy Ballot in
the enclosed postage-paid envelope; or
2. Vote by telephone by calling Shareholder Communications
Corp. ("SCC") toll-free at 1-800-733-8481, Ext. 460 from
6:00 a.m. to 8:00 p.m. (Pacific time) (a confirmation of
your telephone vote will be sent to you); or
3. Mark, sign, date and fax the enclosed Proxy Ballot to SCC
at 1-800-733-1885 (a confirmation of your telefacsimile
vote will be sent to you).
By Order of the Board of Trustees
Richard H. Blank, Jr.
Secretary
October __, 1995
____________________________________________________________
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF INTERESTS THAT YOU OWN.
PLEASE VOTE BY MAIL, TELEPHONE
OR TELEFACSIMILE IMMEDIATELY.
____________________________________________________________
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PRELIMINARY PROXY MATERIAL
PROXY BALLOT
ASSET ALLOCATION FUND
U.S. GOVERNMENT ALLOCATION FUND
SPECIAL MEETING OF INTERESTHOLDERS ON
DECEMBER 5, 1995
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF TRUSTEES
OF LIFE & ANNUITY TRUST
BY SIGNING AND DATING THE LOWER PORTION OF THIS PROXY BALLOT, YOU AUTHORIZE THE
PROXY AGENTS TO VOTE ON THE PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE
"FOR" THE PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING. [IF YOU DO NOT INTEND TO
ATTEND THE SPECIAL MEETING IN PERSON,] PLEASE COMPLETE, DETACH AND MAIL THE
LOWER PORTION OF THIS PROXY BALLOT AT ONCE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
The undersigned hereby appoints Richard H. Blank, Jr., Ann
Bonsteel and Michael W. Nolte (the "Proxy Agents"), and each of them, attorneys
and Proxy Agents of the undersigned, each with power of substitution and
resubstitution, to attend, vote and act for the undersigned at the Special
Meeting of interestholders, and at any adjournment(s) thereof, of the Asset
Allocation and U.S. Government Allocation Funds (each, a "Fund" and
collectively, the "Funds") of Life & Annuity Trust (the "Trust") to be held at
the Trust's principal executive offices, 111 Center Street, Little Rock,
Arkansas 72201, beginning at 11:00 a.m. (Central time) on Tuesday, December 5,
1995. The Proxy Agents shall cast votes [based on] the number of interests of
each Fund that the undersigned may be entitled to vote with respect to the
proposals set forth below, in accordance with the instructions indicated, if
any, and shall have all the powers that the undersigned would possess if
personally present. The undersigned hereby revokes any prior proxy to vote at
such meeting, and hereby ratifies and confirms all that said Proxy Agents, or
any of them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
INTERESTHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED OCTOBER __, 1995.
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PRELIMINARY PROXY MATERIAL
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING SHAREHOLDER COMMUNICATIONS CORP.
("SCC") TOLL-FREE AT 1-800-733-8481, EXT. 460 FROM 6:00 A.M. TO 8:00 P.M.
PACIFIC TIME. YOU MAY ALSO VOTE BY FAXING THE PROXY BALLOT TO SCC AT
1-800-733-1885. A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE VOTE WILL BE
SENT TO YOU. IF YOUR PROXY BALLOT IS NOT RECEIVED, THE VOTES ATTRIBUTABLE TO
YOUR INTERESTS WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS
HAVE BEEN RECEIVED. [American Skandia has fixed the close of business on
Friday, December 1, 1995 as the last day for which voting instructions will be
accepted.]
(1) Approval of a new Sub-Advisory Contract for the Trust, on behalf
of the Fund, with Wells Fargo Bank, N.A., as adviser, and BZW Global Investors,
as sub-adviser.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The proposals and any other matters that are properly raised may be
considered either at the Special Meeting or at any adjournment(s) thereof,
including any adjournment(s) necessary to obtain requisite quorums and/or
approvals.
Please sign below exactly as your name(s) appear(s) hereon.
Corporate proxy ballots must be signed in full corporate name by an authorized
officer. Where interests are registered with joint owners, all joint owners
should consider their individual circumstances to determine whether one owner
or all owners must sign. Fiduciaries must give full titles as such. Proxy
ballots signed or telephoned by one owner will be presumed to be valid absent
prior written notification to the Trust that more than one owner is required
for valid execution.
___________________________________ ____________________________________
SIGNATURE SIGNATURE
(Joint Owner)
_______________________________,1995 ________________________________, 1995
(Please date) (Please date)
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PRELIMINARY PROXY MATERIAL
PROXY STATEMENT
OCTOBER __, 1995
ASSET ALLOCATION FUND
U.S. GOVERNMENT ALLOCATION FUND
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201
1-800-572-7797
INTRODUCTION
This Proxy Statement is being furnished to interestholders of the
Asset Allocation and U.S. Government Allocation Funds (each, a "Fund" and
collectively, the "Funds") of Life & Annuity Trust (the "Trust"), as well as
variable annuity contract owners who beneficially own interests, in connection
with the solicitation of proxies by the Trust's Board of Trustees to be used at
a Special Meeting of Interestholders (the "Special Meeting"), and at any
adjournment(s) thereon, of the Funds to be held on Tuesday, December 5, 1995
beginning at 11:00 a.m. (Central time) at the Trust's principal executive
office, 111 Center Street, Little Rock, Arkansas 72201. Your proxy is being
solicited for the purposes set forth below and in the accompanying Notice of
Special Meeting.
Interestholders of record of each Fund at the close of business on
October 11, 1995 (the "Record Date") are entitled to notice of and to vote at
the Special Meeting or any adjournment(s) thereof. As of the Record Date,
there were __________ outstanding interests of the Asset Allocation Fund and
___________ outstanding interests of the U.S. Government Allocation Fund, each
of which is entitled to a single vote. This Proxy Statement is first being
mailed to interestholders on or about October __, 1995. The Trust will
furnish, without charge, a copy of its annual report and the most recent
semi-annual report upon requests directed to the Trust at its principal
executive office or by calling the Trust at 1-800-680-8920.
At the Special Meeting, the interestholders of each Fund will be
asked to vote on proposals (each a "Proposal" and together the "Proposals") to
approve new Sub-Advisory Contracts (the "Proposed Sub-Advisory Contracts") for
the Trust, on behalf of each Fund, with Wells Fargo Bank, N.A. ("Wells Fargo
Bank"), as adviser, and BZW Global Investors, as sub-adviser. Approval of the
Proposals for each Fund is contingent upon both interestholder approval and the
completion of the transactions contemplated by an agreement in which Wells
Fargo Bank, The Nikko Securities Co., Ltd. ("Nikko") and certain of their
affiliates (collectively, the "Sellers") have agreed to sell Wells Fargo Nikko
Investment Advisors ("WFNIA") to Barclays Bank PLC and certain of its
affiliates (collectively, "Barclays") (the "Sale"). Pursuant to applicable law
and by its terms, the current Sub-Advisory Contract (the "Current Sub-Advisory
Contract") will terminate automatically as of the Sale of WFNIA. The Proposed
Sub-Advisory Contracts are intended to replace the Current Sub-Advisory
Contract.
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PRELIMINARY PROXY MATERIAL
The Funds are available exclusively as pooled funding vehicles for
certain participating life insurance companies ("Participating Insurance
Companies") offering variable annuity contracts ("VA Contracts") and variable
life insurance policies ("VLI Policies"). Currently, however, interests of
each Fund may only be purchased by separate accounts ("Separate Accounts")
established by American Skandia Life Assurance Corporation ("American
Skandia").
As of the record date, approximately 99.8% of the Asset Allocation
Fund's interests and 99.1% of the U.S. Government Allocation Fund's interests
were legally owned by one interestholder, American Skandia, a stock life
insurance company whose address is One Corporate Drive, Shelton, Connecticut
06484. American Skandia holds interest attributable to variable annuity
contracts in American Skandia Life Assurance Corporation Variable
Account B-Class 1 ("Variable Account B"). The Variable Account B separate
account is registered under the Investment Company Act of 1940 (the "1940
Act"). Variable Account B has various sub-accounts each of which invests in a
corresponding portfolio of an underlying Trust. American Skandia will solicit
voting instructions from variable annuity contract owners who beneficially own
interest of each Fund represented in the Asset Allocation Fund and U.S.
Government Allocation Fund sub-accounts (the "Owners").
Assets for the annuities that are invested in each Fund are
maintained in Variable Account B. Pursuant to current interpretations of the
1940 Act, American Skandia will solicit voting instructions with respect to
matters to be acted upon at the Special Meeting from Owners of the annuities
who, as of the Record Date, have cash values invested in the Asset Allocation
Fund and/or U.S. Government Allocation Fund sub-accounts of Variable Account B.
These sub-accounts invest exclusively in each Fund. All interests of each Fund
held on behalf of Owners will be voted by American Skandia in accordance with
voting instructions received from such Owners. On interests of each Fund for
which American Skandia has not received voting instructions, American Skandia
will vote all of the interests that it is entitled to vote in the same
proportion as the votes cast by owners on the proxy issues presented. [American
Skandia has fixed the close of business on Friday, December 1, 1995 as the last
day for which voting instructions will be accepted.]
If, by the time scheduled for the Special Meeting, a quorum is not
present or if a quorum is present but sufficient votes in favor of any of the
Proposals are not received, the persons named as proxy agents may propose one
or more adjournments of the Special Meeting to permit further solicitation of
proxies. Any such adjournment(s) will require the affirmative vote of a
majority of the interests present in person or by proxy at the session of the
Special Meeting to be adjourned.
All information contained in this these proxy materials related to
Barclays and BZW Global Investors has been supplied by Barclays. Neither the
Trust nor American Skandia accepts responsibility for such information.
PROPOSAL 1
APPROVAL OF THE PROPOSED SUB-ADVISORY CONTRACTS
BACKGROUND
The Trust is an open-end management investment company consisting
of four series, including the Funds, that was established as a Delaware
business trust on October 26, 1993. The Funds are available exclusively as
pooled funding vehicles for the Participating Insurance Companies offering VA
Contracts and VLI Policies. Interests of each Fund may only be purchased by
the Separate Accounts.
The Trust's Board of Trustees supervises each Fund's activities
and monitors its contractual arrangements with various service-providers. On
behalf of the Funds, the Trust has
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PRELIMINARY PROXY MATERIAL
retained the services of Wells Fargo Bank as investment adviser. Wells Fargo
Bank, a wholly owned subsidiary of Wells Fargo & Company was founded in 1852
and is one of the ten largest banks in the United States. The Trust, on behalf
of the Funds, is a party to the Current Sub-Advisory Contract with Wells Fargo
Bank and WFNIA pursuant to which WFNIA provides sub-advisory services to the
Funds. Subsidiaries of Wells Fargo Bank and Nikko are currently 50/50 general
partners of WFNIA, a California general partnership.
On June 21, 1995, the Sellers entered into a Purchase and
Assumption Agreement, as amended on October __, 1995 (the "Selling Agreement"),
pursuant to which the Sellers have agreed to sell all of their interests in
WFNIA to Barclays. In accordance with the Investment Company Act of 1940 (the
"1940 Act") and by its terms, the Current Sub-Advisory Contract terminates
automatically in the event of an "assignment", which includes a change in
control of WFNIA. As more fully described below, the Board of Trustees of the
Trust believes that BZW Global Investors, as successor to WFNIA, will provide
valuable services as sub-adviser for the Funds and is recommending that the
interestholders of each Fund vote to approve the applicable Proposed
Sub-Advisory Contract. These new contracts are intended to replace the Current
Sub-Advisory Contract and will not change either the investment advisory
services to be provided by Wells Fargo Bank or the sub-advisory services to be
provided by BZW Global Investors, as successor to WFNIA. In addition, advisory
and sub-advisory fee levels will not change.
Barclays is one of the oldest and largest banking and financial
services institutions in the world, with $264 billion in total assets as of
June 30, 1995. Barclays has indicated that it intends to reorganize WFNIA into
one of WFNIA's current partners, which would be renamed BZW Global Investors.
As used throughout these materials, "BZW Global Investors" means BZW Global
Investors or any other entity that succeeds to the business and operations of
WFNIA simultaneously with the consummation of the Sale or, if there is no such
successor, WFNIA itself (after the consummation of the Sale). Barclays has
informed the Board of Trustees of the Trust that BZW Global Investors will
continue WFNIA's operations with the current management, investment
professionals, and resources essentially intact and that BZW Global Investors
will be able to provide services that are comparable to the services that WFNIA
currently provides as sub-adviser to the Funds.
Barclays has agreed in the Selling Agreement to pay to Wells Fargo
Bank and Nikko, together with their affiliated Sellers, approximately $443
million subject to various adjustments, for the acquisition of WFNIA and a
division of Wells Fargo Bank known as the 401(k) MasterWorks Division and,
subject to certain continuity conditions, to make monthly payments to Wells
Fargo Bank, together with its affiliated Sellers, at the annual rate of 0.15%
(less certain adjustments) of the aggregate value of the interests held by
retail shareholders of Stagecoach Trust in the LifePath master series. In the
Selling Agreement, the Sellers affiliated with Wells Fargo Bank agreed, among
other things, to use their [best] efforts to obtain the interestholder
approvals that are being sought in this Proxy Statement.
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The Sale is subject to the satisfaction of a number of conditions
set forth in the Selling Agreement, which include, among other things: (i) the
receipt of various regulatory approvals, (ii) confirmation of the continued
accuracy of representations and warranties, (iii) the absence of litigation
seeking to restrain[, or substantial damages in connection with,] the
acquisition, and (iv) the receipt of various legal opinions.
COMPARISON OF PROPOSED SUB-ADVISORY CONTRACTS WITH
CURRENT SUB-ADVISORY CONTRACTS
Wells Fargo Bank serves as investment adviser to each Fund
pursuant to the current Advisory Contract, dated March 31, 1994. WFNIA serves
as sub-adviser to each Fund pursuant to the Current Sub-Advisory Contract,
which also is dated March 31, 1994. The Proposed Sub-Advisory Contracts were
approved by the Trust's Board of Trustees, including a majority of the Trustees
who are not parties to the Proposed Sub-Advisory Contracts or interested
persons of any such parties, at a meeting held on October 10, 1995. These
approvals were conditioned upon interestholder approval of the Proposed
Sub-Advisory Contracts and the consummation of the Sale.
The Current Sub-Advisory Contract was last approved by the Funds'
interestholders on [March 22, 1994]. The Board of Trustees approved the
Current Sub-Advisory Contract at a meeting held on January 25, 1994. Most
recently, the Board of Trustees reapproved the Current Sub-Advisory Contract at
its February 1, 1995 Board meeting.
Under the Current Sub-Advisory Contract, WFNIA, subject to the
overall supervision of Wells Fargo Bank and the Trust's Board of Trustees,
performs certain sub-advisory services for the Funds. These services include
investing and reinvesting each Fund's assets in a manner consistent with each
Fund's investment objective, policies and restrictions. These services include
investing and reinvesting each Fund's assets in a manner consistent with the
Fund's investment objective, policies and restrictions. In this regard, WFNIA
is responsible for implementing and monitoring the performance of any
computer-based investment model employed with respect to a Fund and furnishing
to Wells Fargo Bank periodic reports on the investment activity and performance
of the Fund. For its services as sub-adviser, WFNIA is entitled to receive
from Wells Fargo Bank monthly fees at the annual rates of 0.20% of the average
daily value of the Asset Allocation Fund's net assets and 0.15% of the average
daily value of the U.S. Government Allocation Fund's net assets. For the year
ended December 31, 1994, Wells Fargo Bank paid WFNIA $5,767 and $540 (aggregate
amounts equal to 0.20% and 0.15%, respectively, of the average daily value of
the Asset Allocation Fund's and the U.S. Government Allocation Fund's net
assets) for WFNIA's services as sub-adviser.
Under each Proposed Sub-Advisory Contract, BZW Global Investors
will be entitled to the same fees and will provide the same sub-advisory
services to the Asset Allocation Fund and U.S. Government Allocation Fund as
those presently provided by WFNIA under the Current Sub-Advisory Contract.
Pursuant to the Proposed Sub-Advisory Contracts, BZW Global Investors will
invest and reinvest each Fund's assets in a manner consistent with the Fund's
investment
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PRELIMINARY PROXY MATERIAL
objective, policies and restrictions and will be responsible for implementing
and monitoring the performance of any computer-based investment model employed
to guide investment of each Fund's assets and for furnishing to Wells Fargo
Bank periodic reports on the investment activity and performance of the Funds.
BZW Global Investors will act under the supervision of Wells Fargo Bank, who
will continue to serve as adviser to the Funds, and will be subject to the
policies and control of the Trust's Board of Trustees.
Each Proposed Sub-Advisory Contract will remain in effect for a
two-year period following its effective date. Subsequently, the Proposed
Sub-Advisory Contracts will continue in effect for successive periods not to
exceed one year, provided that such continuance is specifically approved at
least annually by the Trust's Board of Trustees, or by a vote of a majority of
the outstanding interests of each Fund and, in either case, by a majority of
the Trustees who are not parties to the Proposed Sub-Advisory Contracts or
interested persons of any such parties (other than as Trustees of the Trust).
Each Proposed Sub-Advisory Contract may be terminated on 60 days' written
notice at any time by the Trust without the payment of any penalty, by a vote
of a majority of each Fund's outstanding voting securities or by a vote of a
majority of the Trust's Board of Trustees. BZW Global Investors may also
terminate each Proposed Sub-Advisory Contract at any time upon 60 days' written
notice to the Company. Each Proposed Sub-Advisory Contract will terminate
automatically in the event of its assignment.
BOARD OF TRUSTEES APPROVAL
At a meeting held on October 10, 1995, the Trust's Board of Trustees
considered and approved the Proposed Sub-Advisory Contracts. The Board's
approval was conditioned upon interestholder approval of the Proposal and the
consummation of the Sale.
In approving each Proposed Sub-Advisory Contract and recommending its
approval to the interestholders of the Funds, the Trust's Board of Trustees
considered, among other things, the following: (i) that the terms of each
Proposed Sub-Advisory Contract, are identical in all material respects to the
terms of the Current Sub-Advisory Contract; (ii) the general capabilities of
WFNIA and BZW Global Investors, and the ability of BZW Global Investors to
provide sub-advisory services that are at least comparable to those currently
provided by WFNIA; (iii) the depth and investment experience of the portfolio
management staff of WFNIA, including those persons who would be involved with
the daily management of the Funds after the sale of WFNIA; (iv) the continued
employment by BZW Global Investors of investment professionals who previously
were employed by WFNIA and the continued use by BZW Global Investors of the
same computer- based investment models currently used to manage the Funds'
portfolios; (v) written materials and in-person presentations by Barclays; and
(vi) the level of the fees payable to BZW Global Investors under the Proposed
Sub- Advisory Contracts.
In approving the Proposals, the Board noted that BZW Global Investors
will continue to provide the same services as those presently provided by WFNIA
for the same fees and using substantially all of the same portfolio managers
and investment professionals that are presently providing services under the
Current Sub-Advisory Contract with WFNIA. The Board further noted that
Barclays and its affiliates, including BZW Asset Management ("BZWAM"), have
considerable experience in managing quantitative funds, with approximately $35
billion in [quantitative] assets under management. BZWAM has approximately $86
billion of total assets under management as of June 30, 1995. In addition,
BZWAM is part of the BZW division of Barclays, which offers a full range of
investment banking,
5
<PAGE> 14
PRELIMINARY PROXY MATERIAL
capital markets and asset management services. Therefore, through BZW Global
Investors' relationship with Barclays and BZWAM, there would be significant
financial expertise potentially available to the Funds.
Further, the Board considered that BZW Global Investors will
continue to use the computer-based investment model developed and currently
used by WFNIA to determine the recommended mix of common stocks, bonds and
money market instruments held in each Fund's portfolio. The Board noted
Barclays' stated commitment to the financial services industry and long-term
goal of maintaining a position as a fund manager in the United States.
The Sellers, Barclays and WFNIA have agreed to use their [best]
efforts to meet the requirements for the exemption offered by Section 15(f) of
the 1940 Act to an investment adviser that receives "any amount or benefit" in
connection with the sale of interests that constitutes a "change of control" of
the adviser, provided they will not be required to do so to the extent that the
Securities and Exchange Commission issues an exemptive order relative to
Section 15(f) with respect to the Sale. The exemption under Section 15(f) is
available provided two conditions are satisfied: (1) for a three-year period
following the transaction, the Trust maintains a Board of Trustees at least 75%
of whose members are not "interested persons" of the Sellers, Barclays or
WFNIA, and (2) no "unfair burden" is imposed on the Trust as a result of the
transaction. As defined in the 1940 Act, the term "unfair burden" includes any
arrangement during the two year period after the change in control whereby the
investment adviser (or predecessor or successor adviser), or any interested
person of such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services) or from
any person in connection with the purchase or sale of securities or other
property to, from, or on behalf of, the investment company (other than fees for
bona fide brokerage and principal underwriting services). No such compensation
arrangements are contemplated under the Selling Agreement. Wells Fargo Bank has
also committed to the Board that for the two-year period following such
acquisition it will not cause the imposition of an unfair burden on the Funds.
After reviewing these factors and for the reasons discussed above,
the Board of Trustees concluded that it would be in the best interests of each
Fund and its interestholders to enter into the applicable Proposed Sub-Advisory
Contract.
Approvals of the Proposals will be determined separately for each
Fund. If either or both of the Proposed Sub-Advisory Contracts are not
approved and the Sale is nevertheless consummated, the Board will determine the
appropriate actions to be taken with respect to the applicable Fund's
sub-advisory arrangements at that time. If the Sale is not consummated, the
Current Sub-Advisory Contract will remain in place.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE
TO APPROVE EACH FUND'S PROPOSED SUB-ADVISORY CONTRACT WITH BZW GLOBAL
INVESTORS.
6
<PAGE> 15
PRELIMINARY PROXY MATERIAL
VOTE REQUIRED
The favorable vote of the holders of a "majority" (as defined in
the 1940 Act) of the outstanding interests of each Fund is required for the
approval of each Proposed Sub-Advisory Contract. Under the 1940 Act, a
"majority" of the outstanding interests of the Fund means the vote of the
holders of the lesser of (a) 67% or more of the interests of a Fund present at
the meeting or represented by proxy if the holders of 50% or more of such
interests are so present or represented, or (b) more than 50% of such
outstanding interests. Proxies will be voted as instructed, and interests for
which proxies are received but no voting instructions are indicated will be
voted in favor of the Proposal. IF NO TIMELY INSTRUCTIONS ARE RECEIVED FROM AN
OWNER, AMERICAN SKANDIA WILL VOTE ALL OF THE INTERESTS WHICH IT IS ENTITLED TO
VOTE IN THE SAME PROPORTION TO THE INSTRUCTIONS TIMELY RECEIVED FROM OTHER
OWNERS ON THE PROXY ISSUE PRESENTED. AMERICAN SKANDIA ALSO HAS INDICATED THAT
IT WILL VOTE INTERESTS IN A SEPARATE ACCOUNT THAT ARE OWNED BY AMERICAN
SKANDIA AND THAT ARE NOT ATTRIBUTABLE TO THE VA CONTRACTS AND VLI POLICIES IN
THE SAME PROPORTION.
INFORMATION REGARDING THE CURRENT SUB-ADVISER
Currently, subsidiaries of Wells Fargo Bank and Nikko are 50/50
general partners in WFNIA. One of the two general partners of WFNIA is Wells
Fargo Investment Advisors, which is a wholly owned subsidiary of Wells Fargo
Bank, which, in turn, is a wholly owned subsidiary of Wells Fargo & Company,
420 Montgomery Street, San Francisco, California 94163. The other general
partner of WFNIA is The Nikko Building U.S.A., Inc., which is a wholly owned
subsidiary of The Nikko Building Co., Ltd., which, in turn, is a wholly owned
subsidiary of Nikko, 3-1 Marunouchi, 3-Chome, Chiyoda-Ku, Tokyo 100, Japan. If
the transactions contemplated by the Selling Agreement including the Sale are
completed, WFNIA will become a wholly owned subsidiary of Barclays or one of
its affiliates.
Appendix B includes information related to the current directors
and principal executive officer of WFNIA. Appendix B also includes information
related to the proposed directors and principal executive officer of BZW Global
Investors. The principal business address of each is c/o WFNIA, 45 Fremont
Street, San Francisco, California 94105.
In addition to the Trust's Asset Allocation Fund and U.S.
Government Allocation Fund described above in this Proxy Statement, Appendix C
includes information related to other investment companies/series with
similar investment objectives to the Asset Allocation Fund and
U.S. Government Allocation Fund and for which WFNIA provides investment
advisory or sub-advisory services.
No officer or trustee of the Trust is an officer, employee,
director, general partner or shareholder of WFNIA or BZW Global Investors or
any affiliates thereof. The Trust has also been advised by the Sellers, WFNIA
and Barclays that there are no arrangements or understandings in connection
with the Proposed Sub-Advisory Contracts relating to the composition of the
Trust's Board of Trustees except in connection with the Section 15(f)
7
<PAGE> 16
PRELIMINARY PROXY MATERIAL
provision as to the "interested person" status of not more than 25% of the
Trustees with respect to the Sellers, Barclays, WFNIA or BZW Global Investors
absent an exemptive order related thereto from the Securities and Exchange
Commission.
[WFNIA and Barclays have advised the Company that there are no
financial conditions reasonably likely to impair the financial ability of BZW
Global Investors to fulfill its commitments to the Funds under the Proposed
Sub-Advisory Contracts.]
BZW Global Investors will be a wholly owned subsidiary of BZW
Global Trust Company, N.A., 45 Fremont Street, San Francisco, CA 94105. BZW
Global Trust Company, N.A., will be a wholly owned subsidiary of BZW California
Holdings, c/o Coopers & Lybrand, 333 Market Street, San Francisco, CA 94105.
BZW California Holdings will be a wholly owned subsidiary of Barclays
California Corporation, 45 Fremont Street, San Francisco, CA 94105. Barclays
California Corporation is and will continue to be a wholly owned subsidiary of
Barclays Group Inc. (USA), 222 Broadway, New York, NY 10038. Barclays Group
Inc. (USA) is and will continue to be a wholly owned subsidiary of Barclays
Bank PLC, 54 Lombard Street, London EC3P 3AH, U.K., which is in turn a wholly
owned subsidiary of Barclays PLC, 54 Lombard Street, London EC3P 3AH, U.K.
MISCELLANEOUS
PROCEDURAL MATTERS
Each interestholder of each Fund will be entitled to one vote for
each interest and a fractional vote for each fractional interest held by such
interestholder with respect to any proposal on which the interestholder is
entitled to vote. For each Fund, interestholders holding a majority of the
outstanding interest of the Fund at the close of business on the Record Date
will constitute a quorum for the approval of the Proposals described in the
accompanying Notice of Special Meeting and in this Proxy Statement.
If, by the time scheduled for the Special Meeting, a quorum is not
present, or if a quorum is present but sufficient votes in favor of the
Proposals are not received, the persons named as proxy agents may move for one
or more adjournments of the Special Meeting to permit further solicitation of
proxy agents with respect to the Proposals. Any such adjournment(s) will
require the affirmative vote of a majority of the interests present in person
or by proxy at the session of the Special Meeting to be adjourned. The persons
named as proxy agents will vote in favor of such adjournment(s) those interests
that they are entitled to vote that do not contain specific instructions to the
contrary. They will vote against any such adjournment(s) only those proxies
required to be voted against such Proposals.
The duly appointed proxy agents may, in their discretion, vote
upon such other matters as may come before the Special Meeting or any
adjournment(s) thereof, including any proposal to adjourn a meeting at which a
quorum is present to permit the continued solicitation of proxies in favor of
the Proposals.
8
<PAGE> 17
PRELIMINARY PROXY MATERIAL
REVOCATION OF PROXY
Any interestholder may revoke his or her proxy at any time prior
to its exercise by (i) furnishing written notification of such revocation,
which, to be effective, must be signed, include the interestholder's name and
account number, be addressed to the Secretary of the Trust at its principal
executive office, 111 Center Street, Little Rock, Arkansas 72201, and be
received prior to the Special Meeting; (ii) signing another proxy of a later
date; or (iii) calling Shareholder Communications Corp. toll-free at
1-800-733-8481, Ext. 460.
SUBSTANTIAL INTERESTHOLDERS
Appendix D includes information as of the close of business on
October 11, 1995 of any persons known to the Trust to be beneficial owners of
5% or more of the outstanding interests of the Asset Allocation Fund or the
U.S. Government Allocation Fund. As of the close of business on October 11,
1995, the officers and trustees of the Trust as a group did not own
beneficially in excess of 1% of the outstanding interests of each Fund.
VOTING PROCEDURES
If the accompanying Proxy Ballot is executed properly and
returned, interests represented by it will be voted at the Special Meeting in
accordance with the instructions on the Proxy Ballot. If no instructions are
specified, however, interests will be voted for the approval of the Proposal
and, in the discretion of the proxy agents, on any other matter presented at
the Special Meeting. If a proxy is marked with an abstention for a particular
Proposal, the interests represented thereby will be considered to be present at
the Special Meeting for purposes of determining the existence of a quorum for
the transaction of business, but will have the effect of a vote "against" such
Proposal.
AFFILIATED BROKER COMMISSIONS; OTHER AFFILIATED PAYMENTS; DISTRIBUTOR
For the year ended December 31, 1994, the Funds paid no brokerage
commissions in connection with purchases and sales of portfolio securities to
any parties that would be treated as an affiliated broker for Item 22(a)(1)(ii)
of Schedule 14A under the Securities Exchange Act of 1934 (the "1934 Act").
Stephens Inc., which serves as the Trust's sponsor, distributor and
administrator, is located at 111 Center Street, Little Rock, Arkansas 72201.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Special Meeting, consisting
principally of printing and mailing expenses, will be borne by Wells Fargo
Bank. Proxies will be solicited in
9
<PAGE> 18
PRELIMINARY PROXY MATERIAL
the initial, and any supplemental, solicitation by mail and may be solicited in
person, by telephone, telegraph or other electronic means by personnel or
agents of the Trust, American Skandia, Wells Fargo Bank, WFNIA and/or Stephens
Inc.
OTHER BUSINESS
The Board of Trustees of the Trust knows of no other business to
be brought before the Special Meeting. If any other matters come before the
Special Meeting, however, including any proposal to adjourn the meeting to
permit the continued solicitation of proxies in favor of the Proposal, it is
their intention that proxy ballots that do not contain specific instructions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named therein as proxy agents.
FUTURE INTERESTHOLDER PROPOSALS
Pursuant to rules adopted by the Securities and Exchange
Commission under the 1934 Act, investors may request inclusion in the Trust's
proxy statement for interestholder meetings certain proposals for action which
they intend to introduce at such meeting. Any interestholder proposals must be
presented a reasonable time before the proxy materials for the next meeting are
sent to interestholders. The submission of a proposal does not guarantee its
inclusion in the Trust's proxy statement and is subject to limitations under
the 1934 Act. It is not presently anticipated that the Trust will hold regular
meetings of interestholders, and no anticipated date of the next meeting can be
provided.
10
<PAGE> 19
PRELIMINARY PROXY MATERIAL
APPENDIX A
FORM OF PROPOSED SUB-ADVISORY CONTRACT
<PAGE> 20
SUB-ADVISORY CONTRACT
LIFE & ANNUITY TRUST
(formerly "Variable Insurance Product Trust")
111 Center Street
Little Rock, Arkansas 72201
December __, 1995
BZW Global Investors
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
This will confirm the agreement by and among Wells Fargo Bank,
N.A. (the "Adviser"), Life & Annuity Trust (the "Trust") on behalf of the [Name
of Fund] (the "Fund"), and BZW Global Investors (the "Sub-Adviser") as follows:
1. The Trust is a registered open-end management investment
company currently consisting of four investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios
(the "Funds"). The Trust proposes to engage in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the Trust's currently
effective Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Trust under the Investment Company Act
of 1940 (the "Act") and the Securities Act of 1933. Copies of the Registration
Statement have been furnished to the Sub-Adviser. Any amendments to the
Registration Statement shall be furnished to the Sub-Adviser promptly.
2. The Trust has engaged the Adviser to manage the investing
and reinvesting of the assets of the Fund and to provide the advisory services
specified in the Advisory Contract between the Trust and the Adviser, dated
March 31, 1994, subject to the overall supervision of the Board of Trustees of
the Trust. Pursuant to an administration agreement between the Trust and an
administrator (the "Administrator") on behalf of the Funds, the Trust has
engaged the Administrator to provide the administrative services specified
therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform
for the Fund certain advisory services and the Sub-Adviser hereby accepts such
employment. The Adviser shall retain the authority to establish and modify
from time to time the investment strategies and approaches to be followed by
the Sub-Adviser, subject, in all respects, to the supervision and direction of
the Trust's Board of Trustees and subject to compliance with the investment
objectives, policies and restrictions set forth in the Registration Statement.
1
<PAGE> 21
(b) Subject to the overall supervision and control of the
Adviser and the Trust, the Sub-Adviser shall be responsible for investing and
reinvesting the Fund's assets consistent with the investment strategies and
approaches referenced in subparagraph (a), above. In this regard, the
Sub-Adviser shall be responsible for implementing and monitoring the
performance of the investment model employed with respect to the Fund, in
accordance with the investment objective, policies and restrictions set forth
in the Registration Statement, and shall furnish to the Adviser periodic
reports on the investment activity and performance of the Funds. The
Sub-Adviser shall also furnish such additional reports and information as the
Adviser and the Trust's Board of Trustees and officers shall reasonably
request.
(c) The Sub-Adviser shall, at its expense, employ or associate
with itself such persons as the Sub- Adviser believes appropriate to assist it
in performing its obligations under this contract.
4. The Adviser shall be responsible for fees paid to the
Sub-Adviser for its services hereunder. The Sub-Adviser agrees that it shall
have no claim against the Trust or the Fund respecting compensation under this
contract. In consideration of the services to be rendered by the Sub-Adviser
under this contract, the Adviser shall pay the Sub-Adviser a fee on the first
business day of each calendar month, at the annual rate of ___% of the average
daily value (as determined on each day that such value is determined for the
Fund at the time set forth in the Registration Statement for determining net
asset value per share) of the Fund's net assets for the preceding month. If
the fee payable to the Sub-Adviser pursuant to this Paragraph 4 begins to
accrue on a day after the first day of any month or if this contract terminates
before the end of any month, the fee for the period from the effective date to
the end of the month or from the beginning of that month to the termination
date, shall be prorated according to the proportion that such period bears to
the full month in which the effectiveness or termination occurs. For purposes
of calculating the monthly fee, the value of a Fund's net assets shall be
computed in the manner specified in the Registration Statement and the Trust's
Declaration of Trust for the computation of the value of a Fund's net assets in
connection with the determination of the net asset value of Fund shares.
5. The Sub-Adviser shall give the Trust the benefit of the
Sub-Adviser's best judgment and efforts in rendering services under this
contract. As consideration and an inducement to the Sub-Adviser's undertaking
to render these services, the Trust and the Adviser agree that the Sub-Adviser
shall not be liable under this contract for any mistake in judgment or in any
other event whatsoever except for lack of good faith, provided that nothing in
this contract shall be deemed to protect or purport to protect the Sub-Adviser
against any liability to the Adviser, the Trust or its holders of interests of
the Trust's Funds to which the Sub-Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties under this contract or by reason of reckless disregard of
its obligations and duties hereunder.
6. This contract shall become effective as of its execution
date and shall thereafter continue in effect, provided that this contract shall
continue in effect for a period of more than two years from the date hereof
only so long as the continuance is specifically approved at least
2
<PAGE> 22
annually (a) by the vote of a majority of the Fund's outstanding voting
securities (as defined in the Act) or by the Trust's Board of Trustees and (b)
by the vote, cast in person at a meeting called for the purpose of continuing
this Sub-Advisory Contract, of a majority of the Trust's trustees who are not
parties to this contract or "interested persons" (as defined in the Act) of any
such party. This contract may be terminated at any time by the Trust, without
the payment of any penalty, by a vote of a majority of the Fund's outstanding
voting securities (as defined in the Act) or by a vote of a majority of the
Trust's entire Board of Trustees on 60 days' written notice to the Sub-Adviser,
or by the Sub-Adviser on 60 days' written notice to the Trust. This contract
shall terminate automatically in the event of its assignment (as defined in the
Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, firm, individual or association.
8. The Trust shall own and control all records generated on
behalf of the Trust as a result of services provided under this contract. In
addition, the Trust shall have the right to inspect, audit, and/or copy all
records pertaining to the performance of services under this contract.
10. This contract shall be governed by and construed in
accordance with the laws of the State of California.
3
<PAGE> 23
If the foregoing correctly sets forth the agreement by and among
the Adviser, the Trust and the Sub-Adviser, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
WELLS FARGO BANK, N.A.
By:_______________________
Name:_____________________
Title:____________________
By:_______________________
Name:_____________________
Title:____________________
ACCEPTED as of the date
set forth above:
LIFE & ANNUITY TRUST
on behalf of the [Name of Fund]
By:___________________________
Name:_________________________
Title:________________________
BZW GLOBAL INVESTORS
By:___________________________
Name:_________________________
Title:________________________
4
<PAGE> 24
PRELIMINARY PROXY MATERIAL
APPENDIX B
CURRENT DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER OF WFNIA
<TABLE>
<CAPTION>
Name, Title Principal Occupation
----------- --------------------
<S> <C>
Patricia Cecile Dunn, Investment Management
Managing Director;
CEO, Defined Benefit Group
Rene Bruce Goddard, Investment Management
Managing Director;
CIO, Defined Contribution Group
Frederick L. A. Grauer, Investment Management
Chairman; CEO;
Member, Management Committee
Richard C. Grinold, Investment Management
Managing Director;
Director, Advanced Strategies & Research
Blake R. Grossman, Investment Management
Managing Director;
CIO, Defined Benefit Group
Thomas Eric Kilcollin, Investment Management
Managing Director
Donald Luskin, Investment Management
Managing Director;
CEO, Defined Contribution Group
John Edward Martinez, Investment Management
Managing Director,
CEO, Capital Markets
Lawrence G. Tint Investment Management
Managing Director
CEO, Defined Benefit Group
Andrea Maria Zulberti, Investment Management
Managing Director, CFO
</TABLE>
1
<PAGE> 25
PRELIMINARY PROXY MATERIAL
PROPOSED DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER OF BZW GLOBAL INVESTORS
<TABLE>
<CAPTION>
Name, Title Principal Occupation
----------- --------------------
<S> <C>
Frederick L. A. Grauer, Investment Management
Director, Chairman and Principal
Executive Officer
Irving Cohen, Banking and Securities
Director
Patricia Cecile Dunn, Investment Management
Director and Chief Executive Officer
Donald Luskin, Investment Management
Director and Vice Chairman
Nic Stuchfield, Investment Management
Director
Lindsay Tomlinson, Investment Management
Director and Chief Executive Officer
</TABLE>
2
<PAGE> 26
PRELIMINARY PROXY MATERIAL
APPENDIX C
WFNIA INVESTMENT ADVISORY SERVICES
<TABLE>
<CAPTION>
Asset Level as of
Annual Third Quarter 1995
Fund Name Sub-Advisory Fee* (in millions)
--------- ----------------- -------------
<S> <C> <C>
Master Investment Portfolio
Asset Allocation Master Series 0.20% $363.2
Bond Index Master Series 0.07% $135.6
LifePath 2000 Master Series 0.40% $85.8
LifePath 2010 Master Series 0.40% $76.6
LifePath 2020 Master Series 0.40% $126.7
LifePath 2030 Master Series 0.40% $85.5
LifePath 2040 Master Series 0.40% $127.1
Overland Express Funds, Inc.
Asset Allocation Fund 0.20%** $64.3
Stagecoach Funds, Inc.
Asset Allocation Fund 0.20% $1,056.1
U.S. Government Allocation Fund 0.15%*** $134.4
</TABLE>
- ----------------------------
*As a percentage of average daily net assets.
**Plus an annual amount of $60,000.
***Plus an annual amount of $40,000.
1
<PAGE> 27
PRELIMINARY PROXY MATERIAL
APPENDIX D
RECORD/BENEFICIAL OWNERS OF 5% OR MORE OF FUND'S INTERESTS
ASSET ALLOCATION FUND
<TABLE>
<CAPTION>
Percentage of
Name and Number of Interests Outstanding
Address Beneficially Owned Interests Owned
-------- ------------------ -----------------
<S> <C> <C>
American Skandia Life 1,635,962 99.83%
P.O. Box 883
Shelton, CT 06484
</TABLE>
U.S. GOVERNMENT ALLOCATION FUND
<TABLE>
<CAPTION>
Percentage of
Name and Number of Interests Outstanding
Address Beneficially Owned Interests Owned
-------- ------------------ -----------------
<S> <C> <C>
American Skandia Life 310,872 99.13%
P.O. Box 883
Shelton, CT 06484
</TABLE>
1
