<PAGE> 1
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
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Pacifica Variable Trust
------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
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:
-------------------------------------------------------------------------
<PAGE> 2
/x/ 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:
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<PAGE> 3
IMPORTANT NOTICE: PLEASE COMPLETE THE ENCLOSED
VOTING INSTRUCTIONS CARD OR PROXY CARD
AND RETURN IT AS SOON AS POSSIBLE
PACIFICA VARIABLE TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
July 1, 1996
Dear Pacifica Variable Trust Shareholder:
On behalf of the Board of Trustees of Pacifica Variable Trust
("Pacifica"), we are pleased to invite you to a special meeting of shareholders
on July 26, 1996 (the "Meeting"), that has been called to consider matters that
are important to you. At the Meeting, you will be asked to consider the
approval of a new investment advisory agreement with Wells Fargo Investment
Management, Inc. ("WFIM") (previously First Interstate Capital Management, Inc.
("FICM")), which became effective on April 1, 1996 (when First Interstate
Bancorp merged with Wells Fargo & Company). PACIFICA'S BOARD OF TRUSTEES
UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THE NEW INVESTMENT ADVISORY
AGREEMENT.
IN CONSIDERING THIS MATTER, YOU SHOULD NOTE THAT THE TERMS OF THE NEW
INVESTMENT ADVISORY AGREEMENT WITH WFIM ARE SUBSTANTIALLY IDENTICAL TO THE
TERMS OF PACIFICA'S PREVIOUS INVESTMENT ADVISORY AGREEMENT WITH FICM. THE FEE
RATES ARE UNCHANGED.
Background. On April 1, 1996, First Interstate Bancorp merged with Wells
Fargo & Company. By law, this merger resulted in the automatic termination of
the Pacifica's then current investment advisory agreement with FICM. To avoid
any disruption in the investment advisory services provided to Pacifica as a
result of this automatic termination, Pacifica's Board of Trustees approved a
new investment advisory agreement with FICM (which has changed its name to
WFIM), effective April 1, 1996. At the upcoming meeting, you will be asked to
ratify and approve the new investment advisory agreement, including the receipt
of investment advisory fees by WFIM for the period from April 1, 1996 forward.
The funds in Pacifica Variable Annuity contracts from Anchor National Life
Insurance Company ("Anchor") are invested in shares of the Pacifica portfolios.
A contract owner with an interest in Pacifica is entitled to provide Anchor
with instructions as to how the shares of the portfolio(s) in which the
contract owner has an interest should be voted on the proposal described in the
enclosed proxy materials. Anchor and its affiliates will vote the Pacifica
portfolio shares over which they have voting control in proportion to the
instructions Anchor receives from the contract owners. If a contract owner
does not return a Voting Instructions Card, his or her shares will be voted in
the same proportion as the voting instructions received by Anchor from the
other contract owners.
The formal Notice of Special Meeting, a Proxy Statement and a Voting
Instructions Card or Proxy Card are enclosed. If you own shares in more
<PAGE> 4
than one Pacifica portfolio, more than one Voting Instructions Card or Proxy
Card accompanies these proxy materials.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT
YOU OWN. PLEASE VOTE BY RETURNING YOUR VOTING INSTRUCTIONS CARD OR PROXY
CARD TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
The new investment advisory agreement with WFIM and the reasons for the
Pacifica Board of Trustees' unanimous recommendation are discussed in detail in
the enclosed materials, which you should read carefully. If you have any
questions about the new investment advisory agreement, please do not hesitate
to call Pacifica toll-free at 1-800-PVA-0628.
Very truly yours,
Michael C. Petrycki
President
-2-
<PAGE> 5
PACIFICA VARIABLE TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF SPECIAL SHAREHOLDERS MEETING
TO BE HELD ON JULY 26, 1996
TO PACIFICA VARIABLE TRUST SHAREHOLDERS:
NOTICE IS GIVEN THAT a Special Meeting of Shareholders of PACIFICA
VARIABLE TRUST ("Pacifica") will be held at the offices of Pacifica's
administrator, Furman Selz LLC, 237 Park Avenue, 9th floor, New York, New York
10017 on July 26, 1996 at 4:00 P.M. Eastern Time for the purpose of considering
and voting upon:
ITEM 1. A proposal to ratify and approve a new investment advisory
agreement with respect to each Pacifica portfolio, between Pacifica and Wells
Fargo Investment Management, Inc. ("WFIM") (formerly known as First Interstate
Capital Management, Inc. ("FICM")), the fee rates payable under which are
unchanged and the terms of which are substantially identical to the previous
investment advisory agreement between Pacifica and FICM, and the receipt of
investment advisory fees by WFIM for the period from April 1, 1996 forward.
ITEM 2. Such other business as may properly come before the Special
Meeting or any adjournment(s).
The proposal is described in the attached Proxy Statement. YOUR TRUSTEES
UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
Shareholders of record as of the close of business on May 31, 1996 are
entitled to notice of, and to vote at, the Special Meeting or any
adjournment(s) thereof.
This Notice, the attached Proxy Statement and the enclosed Voting
Instructions Card(s) or Proxy Card(s) are expected to be distributed to
shareholders on or about July 2, 1996.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE EACH ACCOMPANYING VOTING INSTRUCTIONS CARD OR PROXY CARD,
WHICH IS BEING SOLICITED BY THE PACIFICA BOARD OF TRUSTEES. THIS IS IMPORTANT
TO ENSURE A QUORUM AT THE MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE
THEY ARE EXERCISED BY SUBMITTING TO PACIFICA A WRITTEN NOTICE OF REVOCATION OR
A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
Joan V. Fiore
Secretary
July 1, 1996
<PAGE> 6
PACIFICA VARIABLE TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Pacifica for use at a Special Meeting of
Shareholders to be held at the offices of Pacifica's administrator, Furman Selz
LLC, 237 Park Avenue, 9th floor, New York, New York 10017 on July 26, 1996 at
4:00 P.M. Eastern Time. (This meeting and any adjournment are referred to
herein as the "Meeting.") At the Meeting, each investment portfolio of
Pacifica (a "Portfolio" or "Pacifica Portfolio") will vote separately on a
portfolio-by-portfolio basis on the ratification and approval of a new
investment advisory agreement between Pacifica and Wells Fargo Investment
Management, Inc. ("WFIM"), formerly known as First Interstate Capital
Management, Inc. ("FICM") (the "New WFIM Agreement").
INFORMATION RELATING TO THE NEW WFIM AGREEMENT
The Merger of First Interstate Bancorp into Wells Fargo & Company. On
April 1, 1996, pursuant to an Agreement and Plan of Merger, First Interstate
Bancorp merged with and into Wells Fargo & Company ("WF&C") (the "Holding
Company Merger"). As a result of the Holding Company Merger, FICM, the
investment adviser to each Pacifica Portfolio, became an indirect wholly-owned
subsidiary of WF&C and thereafter changed its name to WFIM. In accordance with
the terms of Pacifica's investment advisory agreement with FICM (the "FICM
Agreement") and consistent with the requirements of the Investment Company Act
of 1940, as amended (the "1940 Act"), this change in control of FICM resulted
in the automatic and immediate termination of the FICM Agreement. The FICM
Agreement was dated as of January 2, 1996. This agreement was approved by the
sole shareholder of the Pacifica Portfolios on January 2, 1996 and was approved
by the Pacifica Board of Trustees on November 30, 1995.
To ensure that this automatic termination would not disrupt the investment
advisory services provided to the Pacifica Portfolios, Pacifica and FICM filed
an exemptive application with the Securities and Exchange Commission (the
"SEC") on February 9, 1996 and an amendment on February 29, 1996. This
application requested that the SEC permit WFIM to act as investment adviser to
the Pacifica Portfolios for the period after the termination of the FICM
Agreement, but prior to obtaining the approval of the New WFIM Agreement by the
shareholders of the Pacifica Portfolios (the "Interim Period"). In this
connection, this application also requested that the SEC permit WFIM to receive
fees during the Interim Period from each Pacifica Portfolio, under the New WFIM
Agreement, subject to approval by Pacifica's shareholders at a meeting to be
held no later than July 29, 1996. In connection with this application, WFIM
agreed to take steps to ensure that the scope and quality of the investment
advisory services will be the same during the Interim Period as previously
provided to Pacifica. WFIM has also agreed that, if there are any portfolio
manager changes during the Interim Period, the Board of Trustees of Pacifica
will be consulted. The requested Order was granted by the SEC on March 27,
1996 (the "Order").
The New WFIM Agreement. As a result of the automatic termination of the
FICM Agreement as described above, the Trustees are proposing that the
shareholders of the Pacifica Portfolios ratify and approve the New WFIM
Agreement. The New WFIM Agreement became effective on April 1, 1996, the
effective time of the Holding Company Merger. Pending such ratification and
approval, in accordance with the conditions of the Order, all fees payable by
<PAGE> 7
a Pacifica Portfolio under the New WFIM Agreement are to be held in escrow.
Such escrowed fees will be received by WFIM only if the New WFIM Agreement for
a Pacifica Portfolio is ratified and approved by the Pacifica Portfolio's
shareholders. If ratified and approved, the New WFIM Agreement for a Pacifica
Portfolio will continue in effect after the Interim Period for a period of one
year from April 1, 1996. In the event the New WFIM Agreement is not ratified
and approved with respect to a Pacifica Portfolio, in accordance with the
conditions of the Order, the escrowed fees payable by that Portfolio will be
returned to the Portfolio, and Pacifica's Board of Trustees will consider what
actions should be taken with respect to management of the assets of the
Portfolio until a new investment advisory agreement is approved by the
shareholders of the Portfolio.
As more fully described below, the terms of the New WFIM Agreement are
identical to the terms of the FICM Agreement, except for (i) the change in the
names of the investment adviser and its parent corporation, (ii) the effective
date and (iii) the termination date. The advisory fee rates payable under the
New WFIM Agreement are identical to those payable under the FICM Agreement. A
copy of the New WFIM Agreement is attached to this Proxy Statement as Appendix
I.
Pursuant to the New WFIM Agreement, WFIM agrees to provide a continuous
investment program for the Pacifica Portfolios in accordance with their
respective investment objectives and policies, make all investment decisions
for the Pacifica Portfolios, and place purchase and sale orders for portfolio
transactions. Responsibilities under the New WFIM Agreement also include
providing research and management with respect to all securities, investments,
cash and cash equivalents held by the Pacifica Portfolios; maintaining books
and records with respect to each Pacifica Portfolio's securities transactions;
and rendering to Pacifica's Board of Trustees such reports and statistical data
as the Board may request. The New WFIM Agreement provides that WFIM will pay
its own expenses incurred in connection with its activities under the New WFIM
Agreement. Expenses expressly borne by the Pacifica Portfolios include
brokerage and transaction fees and commissions.
Pursuant to the New WFIM Agreement, WFIM agrees to select broker-dealers
in accordance with applicable law. In assessing the terms available for any
transaction, WFIM may consider all factors it deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker-dealer, and the reasonableness
of the commission, if any, both for the specific transaction and on a
continuing basis. In addition, the New WFIM Agreement authorizes WFIM to cause
the Pacifica Portfolios to pay a broker-dealer which furnishes brokerage and
research services a higher commission than that which might be charged by
another broker-dealer for effecting the same transaction, provided that WFIM
determines in good faith that the commission is reasonable in relation to the
value of the brokerage and research services provided by the broker-dealer,
viewed in terms of either the particular transaction or overall
responsibilities of WFIM to the Pacifica Portfolios. Such brokerage and
research services might consist of reports and statistics on specific companies
or industries, general summaries of groups of stocks or bonds and their
comparative earnings and yields, or broad overview of the securities markets
and the economy.
Supplementary research information so received is in addition to, and not
in lieu of, services required to be performed by WFIM and does not reduce the
advisory fees payable to WFIM by the Pacifica Portfolios. It is possible that
certain of the supplementary research or other services received will primarily
benefit one or more other investment companies or other accounts for which WFIM
exercises investment discretion. Conversely, a Pacifica Portfolio may be the
primary beneficiary of the research services received as a result
-2-
<PAGE> 8
of portfolio transactions effected for such other investment company or
account.
Portfolio securities will not be purchased from or sold to WFIM,
Pacifica's distributor or any affiliated person (as defined in the 1940 Act) of
the foregoing companies except to the extent permitted by an SEC exemptive
order or by applicable law. WFIM may, however, cause the Pacifica Portfolios
to pay brokerage commissions to an affiliate of WFIM or Pacifica's distributor
on securities acquired by the Pacifica Portfolios.
Investment decisions for each Pacifica Portfolio and for other investment
accounts managed by WFIM are made independently of each other in light of
differing conditions. However, the same investment decision may be made for
two or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then allocated in a manner believed by WFIM
to be equitable to each such account. While in some cases this practice could
have a detrimental effect on the price or value of the security as far as a
Pacifica Portfolio is concerned, in other cases it may be beneficial to such a
Portfolio. To the extent permitted by law, WFIM may aggregate the securities
to be sold or purchased for a Pacifica Portfolio with those to be sold or
purchased for other investment companies or accounts in executing transactions.
For the services provided and expenses assumed pursuant to the New WFIM
Agreement, WFIM is entitled to fees from each Pacifica Portfolio, payable at
the same rates as those payable to FICM under the FICM Agreement. The
following table shows the advisory fees actually paid to FICM by the Pacifica
Portfolios after waivers for the period from the Portfolios' commencement of
operations on January 2, 1996 to March 31, 1996, the effective rate of such
payments and the contractual rate that FICM was entitled to receive.
<TABLE>
<CAPTION>
Advisory Fees Effective Rate of
for Advisory Fees for
Period Ended Period Ended Contractual
3/31/96 3/31/96 Advisory Fee
Name of Portfolio (After Waivers) (After Waivers) Rate
----------------- --------------- --------------- ------------
<S> <C> <C> <C>
Emerging Growth $0 0.00% 0.75%
Portfolio
Equity Value $0 0.00% 0.75%
Portfolio
Balanced $0 0.00% 0.75%
Portfolio
Intermediate Bond $0 0.00% 0.65%
Portfolio
Money Market $0 0.00% 0.60%
Portfolio
</TABLE>
If the total expenses borne by a Pacifica Portfolio in any fiscal year
exceed the expense limitations imposed by applicable state securities
regulations, WFIM will bear a portion of such excess as stated in the New WFIM
Agreement. To Pacifica's knowledge, as of the date hereof, the most
restrictive expense limitation applicable to the Pacifica Portfolios limits
each Portfolio's aggregate annual expenses (as defined by applicable
regulations) to 2 1/2% of the first 30 million of its average net assets, 2% of
the next $70 million of its average net assets, and 1 1/2% of its remaining net
assets.
-3-
<PAGE> 9
The New WFIM Agreement provides that WFIM will not be liable for any error
of judgment or for any loss suffered by Pacifica in connection with the
performance of the Agreement, except a loss resulting from willful misfeasance,
bad faith or gross negligence on WFIM's part in the performance of its duties
or from reckless disregard by WFIM of its obligations and duties under the New
WFIM Agreement. In addition, the New WFIM Agreement does not limit WFIM's
liability for loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services.
The New WFIM Agreement provides that, unless sooner terminated, it will
continue in effect with respect to the Pacifica Portfolios until March 31, 1997
and thereafter for successive annual terms, provided that such successive terms
are specifically approved at least annually (a) by a vote of a majority of
those members of Pacifica's Board of Trustees who are not "interested persons"
(as defined in the 1940 Act) of any party to the New WFIM Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the vote of the entire Board of Trustees of Pacifica or, with respect to a
particular Pacifica Portfolio, a vote of a majority of the outstanding shares
of such Portfolio.
The New WFIM Agreement provides that it will terminate immediately in the
event of its assignment and that it is terminable with respect to a Pacifica
Portfolio at any time without penalty by Pacifica (either by vote of the
Trustees or by vote of a majority of the outstanding shares of such Portfolio)
or by WFIM on sixty days' written notice. To the extent required by the 1940
Act, the New WFIM Agreement may not be amended as to a Pacifica Portfolio
without the approval of the shareholders of such Portfolio.
Information Regarding WFIM. Prior to the Holding Company Merger, WFIM
(then known as FICM) was a wholly-owned subsidiary of First Interstate Bank of
California, which, in turn, was a wholly-owned subsidiary of First Interstate
Bancorp, a multi-bank holding company. FICM served as investment adviser to
the Pacifica Portfolios pursuant to the FICM Agreement. Upon consummation of
the Holding Company Merger, FICM became a wholly-owned subsidiary of Wells
Fargo Bank, N.A. ("WFB"), which, in turn, is a wholly-owned subsidiary of WF&C,
a bank holding company whose shares are publicly traded. Thereafter, FICM
changed its name to WFIM.
WFIM is organized as a corporation under the laws of the State of
California, and is registered as an investment adviser with the SEC under the
Investment Advisers Act of 1940. In addition to serving as the investment
adviser to the Pacifica Portfolios, WFIM acts as investment adviser to
individuals, trusts, estates and institutions and as investment adviser to the
various separate portfolios of Pacifica Funds Trust, a registered investment
company whose shares are offered to the public. WFIM is entitled to receive
advisory fees from the portfolios of Pacifica Funds Trust as follows:
-4-
<PAGE> 10
<TABLE>
<CAPTION>
Net Assets as of Contractual
Name of Pacifica Funds Trust Portfolio March 31, 1996 Advisory Fee Rate
-------------------------------------- --------------- -----------------
<S> <C> <C>
Arizona Tax-Exempt Fund . . . . . . . . . . . $ 24,035,541 0.50%
Asset Preservation Fund . . . . . . . . . . . $ 41,526,553 0.35%
Balanced Fund . . . . . . . . . . . . . . . . $ 126,425,634 0.60%
California Short-Term Tax-Exempt Fund . . . . $ 18,427,008 0.35%
California Tax-Exempt Fund . . . . . . . . . $ 155,242,700 0.50%
Equity Value Fund . . . . . . . . . . . . . . $ 235,799,388 0.60%
Government Income Fund . . . . . . . . . . . $ 74,305,632 0.50%
Government Money Market Fund . . . . . . . . $ 89,026,451 *
Growth Fund . . . . . . . . . . . . . . . . . $ 17,625,488 0.75%
Intermediate Bond Fund . . . . . . . . . . . $ 54,087,410 0.50%
Intermediate Government Bond Fund . . . . . . $ 24,314,479 0.50%
Money Market Fund . . . . . . . . . . . . . . $ 198,681,724 *
Money Market Trust . . . . . . . . . . . . . $ 894,243,759 *
National Tax-Exempt Fund . . . . . . . . . . $ 13,679,050 0.50%
Oregon Tax-Exempt Fund . . . . . . . . . . . $ 44,752,397 0.50%
Prime Money Market Fund . . . . . . . . . . . $1,334,017,540 *
Short-Term Government Bond Fund . . . . . . . $ 34,272,920 0.50%
Treasury Money Market Fund . . . . . . . . . $2,033,010,069 *
</TABLE>
* The applicable advisory fee rate is 0.30% of the Portfolio's first $500
million in average daily net assets, 0.25% of the next $500 million in
average daily net assets, and 0.20% of average daily net assets in excess
of $1 billion.
WFIM is currently waiving all or a portion of the advisory fees payable by
each portfolio of Pacifica Funds Trust, except the California Tax-Exempt Fund,
Equity Value Fund, Government Income Fund, Government Money Market Fund, Money
Market Trust and Money Market Fund.
As of April 30, 1996, WFIM had approximately $5.5 billion of assets under
management. WFIM's main offices are located at 444 Market Street, 17th Floor,
San Francisco, California 94111. Appendix II identifies the principal
executive officers and the directors of WFIM.
No officer or Trustee of Pacifica is an officer, employee, director,
general partner or shareholder of WFIM or any of its affiliates. In addition,
no Trustee of Pacifica has any material interest in any material transaction in
which WFIM or its affiliates is a party. WFB and WFIM have advised Pacifica
that they are not aware of any financial condition that would be reasonably
likely to impair the financial ability of WFIM to fulfil its commitments to the
Pacifica Portfolios under the New WFIM Agreement.
-5-
<PAGE> 11
Morrison & Foerster LLP, special counsel to WFB, has advised that WFIM may
perform the services contemplated by the New WFIM Agreement without violation
of the Glass-Steagall Act or other applicable laws or regulations. Such
counsel has pointed out, however, that there are no controlling judicial or
administrative interpretations or decisions and that future judicial or
administrative interpretations of, or decisions relating to, present federal or
state statutes, including the Glass-Steagall Act, and regulations relating to
the permissible activities of banks and their subsidiaries or affiliates, as
well as future changes in such statutes, regulations and judicial and
administrative decisions or interpretations could prevent WFIM from continuing
to perform, in whole or in part, such services. If WFIM were prohibited from
performing any of such services, it is expected that an agreement would be
proposed or entered into with another entity or entities qualified to perform
such services.
Payments to WFIM Affiliates. WFB currently serves and, prior to the
Holding Company Merger, First Interstate Bank of California ("FICAL") served as
custodian for the Pacifica Portfolios. The table below sets for the amounts of
the payments made to FICAL by the Pacifica Portfolios for the period from their
commencement of operations on January 2, 1996 to March 31, 1996.
<TABLE>
<CAPTION>
Pacifica Portfolio Custody Fees
------------------ ------------
<S> <C>
Emerging Growth Portfolio . . . . . . . . $400
Equity Value Portfolio . . . . . . . . . $395
Balanced Portfolio . . . . . . . . . . . $380
Intermediate Bond Portfolio . . . . . . . $184
Money Market Portfolio . . . . . . . . . $ 0
</TABLE>
It is expected that WFB will continue to receive custody fees from the
Pacifica Portfolios after the Meeting.
Affiliated Broker Commissions. During the period ended March 31, 1996,
the Pacifica Portfolios paid no brokerage commissions in connection with the
purchases and sales of portfolio securities to any party that would be treated
as an affiliated broker as defined in Item 22(a)(1)(ii) of Schedule 14A under
the Securities Exchange Act of 1934, as amended.
Section 15(f) of the 1940 Act. WF&C has agreed to use its best efforts to
meet the requirements for the statutory exemption offered by Section 15(f) of
the 1940 Act to an investment adviser that receives "any amount of benefit" in
connection with the sale of interests that constitutes a "change in control" of
the adviser, provided it will not be required to do so to the extent that the
SEC issues an exemptive order relative to Section 15(f). The statutory
exemption under Section 15(f) is available provided two conditions are
satisfied: (1) for a three-year period following the Holding Company Merger,
Pacifica maintains a Board of Trustees at least 75% of whose members are not
"interested persons" of the predecessor or successor investment adviser (the
"75% Standard"), and (2) no "unfair burden" is imposed on Pacifica as a result
of the transaction. As defined in the 1940 Act, an "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
-6-
<PAGE> 12
(other than fees for bona fide principal underwriting services provided to the
investment company). No such prohibited compensation arrangements are
contemplated in connection with the Holding Company Merger.
Approval of Pacifica's Board of Trustees. As described above, the FICM
Agreement that was previously in effect for the Pacifica Portfolios
automatically terminated on April 1, 1996 as a result of the Holding Company
Merger. In anticipation of this termination, and in order to minimize any
potential disruption of the advisory services provided to the Pacifica
Portfolios, on February 1, 1996 the Pacifica Board of Trustees authorized the
filing of the exemptive application described above with the SEC in order to
permit FICM to continue to act as investment adviser to the Pacifica Portfolios
after April 1, 1996 but prior to obtaining shareholder approval. In addition,
at meetings held on February 22, 1996 and March 27, 1996, Pacifica's Board of
Trustees, including all of the Trustees who are not interested persons (as that
term is defined in the 1940 Act) of Pacifica, FICM or WFB (the "Non-Interested
Trustees"), approved the new investment advisory agreement with FICM (which
later changed its name to WFIM) that became effective upon the consummation of
the Holding Company Merger on April 1, 1996. If approved by shareholders at
the Meeting, this agreement will, by its terms, continue in effect until March
31, 1997.
In considering whether to approve the new investment advisory agreement
(called the "New WFIM Agreement") and to submit the agreement to shareholders
for their approval, the Board of Trustees considered the following factors: (1)
WFIM's representations that it would provide investment advisory and other
services to the Pacifica Portfolios of a scope and quality at least equivalent,
in the Board's judgment, to the scope and quality of services previously
provided to the Portfolios; (2) the substantially same terms and conditions
contained in the New WFIM Agreement as compared to the prior FICM Agreement;
(3) the assurances provided to the Board that the Pacifica Portfolios would
receive during the Interim Period the same investment advisory services,
provided in the same manner, as they received under the FICM Agreement; and (4)
WFIM's representation that in the event of any material change in personnel
providing services under the New WFIM Agreement during the Interim Period, the
Board of Trustees of Pacifica would be consulted for the purpose of assuring
themselves that the services provided would not be diminished in scope or
quality. Additionally, the Trustees considered the benefits that would be
obtained by the Pacifica Portfolios in maintaining continuity in investment
advisory services for the Portfolios during the Interim Period, and determined
that continuity was advantageous to the Portfolios as it would serve to
minimize uncertainty and confusion, and would minimize any potential disruption
resulting from the Holding Company Merger in the advisory services provided to
the Pacifica Portfolios.
Based on the foregoing factors, which were considered material by the
Pacifica Board of Trustees, the Trustees concluded that approval of the New
WFIM Agreement was in the best interests of the Pacifica Portfolios and their
shareholders. The Board of Trustees further concluded that payment of the
investment advisory fees under the New WFIM Agreement during the Interim Period
would be appropriate and fair considering that (1) the fees to be paid, and the
services to be provided therefor, would be unchanged from the FICM Agreement;
(2) the fees would be maintained in an interest-bearing escrow account until
payment was approved or disapproved by Pacifica's shareholders; (3) because of
the relatively short period for the consummation of the Holding Company Merger,
there was insufficient time to seek prior shareholder approval of the New WFIM
Agreement; and (4) the non-payment of investment advisory fees during the
Interim Period would be an unduly harsh result to WFIM in view of the services
provided by WFIM to the Pacifica Portfolios, and the expenses incurred in
connection with such services, under the New WFIM Agreement.
-7-
<PAGE> 13
Each Pacifica Portfolio will vote separately on a portfolio-by-portfolio
basis with respect to the approval of the WFIM Agreement. PACIFICA'S BOARD OF
TRUSTEES UNANIMOUSLY RECOMMENDS THAT PACIFICA SHAREHOLDERS RATIFY AND APPROVE
THE NEW WFIM AGREEMENT AND THE RECEIPT OF INVESTMENT ADVISORY FEES BY WFIM FOR
THE PERIOD FROM APRIL 1, 1996 FORWARD.
INFORMATION RELATING TO VOTING MATTERS
General Information. This Proxy Statement is being furnished in
connection with the solicitation of proxies for the Meeting by the Board of
Trustees of Pacifica. It is expected that the solicitation of proxies will be
primarily by mail. Officers and service contractors of Pacifica also may
solicit proxies by telephone, telegraph or personal interview. WFIM will bear
all proxy solicitation costs.
Only shareholders of record at the close of business on May 31, 1996 will
be entitled to vote at the Meeting. On that date, the following Pacifica
shares were outstanding and entitled to be voted.
<TABLE>
<CAPTION>
Name of Portfolio Shares Entitled to Vote
----------------- -----------------------
<S> <C>
Emerging Growth Portfolio . . . . . . . 575,560.788
Equity Value Portfolio . . . . . . . . 575,109.861
Balanced Portfolio . . . . . . . . . . 543,037.570
Intermediate Bond Portfolio . . . . . . 509,060.139
Money Market Portfolio . . . . . . . . 5,105,811.440
</TABLE>
Each whole and fractional share is entitled to a whole or fractional vote.
Shares represented by a properly executed proxy will be voted in
accordance with the instructions thereon or, if no specification is made, the
persons named as proxies will vote in favor of the proposal set forth in the
Notice of Meeting. Proxies may be revoked at any time before they are
exercised by submitting to Pacifica a written notice of revocation or a
subsequently executed proxy or by attending the Meeting and voting in person.
Shareholder and Board Approvals. Pursuant to the application and the
conditions under which the Order was granted by the SEC, the New WFIM Agreement
is being submitted for the ratification and approval of the shareholders of
each of the Pacifica Portfolios. The New WFIM Agreement must be ratified and
approved by a majority of the outstanding shares of a Pacifica Portfolio in
order to remain effective with respect to such Portfolio. In the event the New
WFIM Agreement is not ratified and approved with respect to a Pacifica
Portfolio, the New WFIM Agreement will terminate, any investment advisory fees
accrued under such Agreement and held in escrow with respect to that Portfolio
will be returned to the Portfolio, and Pacifica's Board of Trustees will
consider what actions should be taken with respect to management of the assets
of the Pacifica Portfolio until a new investment advisory agreement is approved
by the shareholders of that Portfolio.
The term "majority of the outstanding shares" of a particular Portfolio
means the lesser of (i) 67% of the shares of the particular Portfolio present
at the Meeting if the holders of more than 50% of the outstanding shares of
such Portfolio are present or (ii) more than 50% of the outstanding shares of
the particular Portfolio, as applicable.
-8-
<PAGE> 14
Pacifica was organized primarily for the purpose of providing a vehicle
for the investment of assets received by separate investment accounts
registered under the 1940 Act ("Separate Accounts") established by
participating life insurance companies for variable annuity contracts.
Currently, Pacifica is used exclusively as the underlying investment for
variable annuity contracts issued by Variable Annuity Account Three of Anchor.
SunAmerica Inc. ("SunAmerica"), the ultimate parent of Anchor, provided
the initial seed capital for each Portfolio on January 2, 1996, in the amount
of $5,000,000 per Portfolio. SunAmerica's principal business address is 1
SunAmerica Center, Los Angeles, California 90067-6022. As of May 31, 1996, no
person or "group" (as such term is defined in the Securities Exchange Act of
1934, as amended, and the rules thereunder) was known to Pacifica to have
allocated contributions under annuity contracts such that, upon
pass-through of voting rights by Anchor, the person or group would have the
right to give voting instructions with respect to more than 5% of the
outstanding shares of a Portfolio. As of May 31, 1996, SunAmerica owned the
following percentages of each Portfolio attributable to its seed capital
investment in Pacifica: Emerging Growth Portfolio (86.9%), Equity Value
Portfolio (87.1%), Balanced Portfolio (92.5%), Intermediate Bond Portfolio
(95.9%), and Money Market Portfolio (99.7%).
Anchor has elected to "pass through" to its contract owners the right to
vote the shares of the Portfolios. Pacifica expects that Anchor will vote the
shares of the Portfolios for which no instructions have been received in the
same proportion as it votes shares for which it has received instructions.
Unmarked voting instructions from contract owners will be voted in favor of the
proposal.
As of May 31, 1996, the officers and Trustees of Pacifica as a group owned
less than 1% of each Pacifica Portfolio.
For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25% of the voting securities of a
company is presumed to "control" such company. Accordingly, SunAmerica may be
presumed to control each Portfolio.
Quorum. In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present at the Meeting but sufficient votes to
approve the New WFIM Agreement are not received with respect to one or more of
the Pacifica Portfolios, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment(s) will require the affirmative vote of a majority of those
shares affected by the adjournment(s) that are represented at the Meeting in
person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR the approval of the New
WFIM Agreement in favor of such adjournment(s), and will vote those proxies
required to be voted AGAINST such approval against any adjournment(s). A
shareholder vote may be taken with respect to one or more Pacifica Portfolios
(but not the other Pacifica Portfolios) on the approval of the New WFIM
Agreement before any such adjournment(s) if sufficient votes have been received
for approval. A quorum is constituted with respect to a Pacifica Portfolio by
the presence in person or by proxy of the holders of more than 50% of the
outstanding shares of the Portfolio entitled to vote at the Meeting. For
purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions will be treated as shares that are present at the
Meeting but which have not been voted. Abstentions will have the effect of a
"no" vote for purposes of obtaining the requisite approvals. Broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owners or other
persons entitled to vote shares with respect to which the brokers or
-9-
<PAGE> 15
nominees do not have discretionary power) will not be treated as shares that
are present at the Meeting and, accordingly, could make it more difficult to
obtain the requisite approvals.
Annual Meetings. Pacifica does not presently intend to hold annual
meetings of shareholders for the election of directors/trustees and other
business unless and until such time as less than a majority of the
directors/trustees holding office have been elected by the shareholders, at
which time the directors/trustees then in office will call a shareholders'
meeting for the election of directors/trustees. Under certain circumstances,
however, shareholders of the Pacifica Portfolios have the right to call a
meeting of shareholders to consider the removal of one or more Trustees and
such meetings will be called when requested by the holders of record of 10% or
more of the outstanding shares of beneficial interest of Pacifica. To the
extent required by law, Pacifica will assist in shareholder communications in
such matters.
OTHER BUSINESS
Pacifica's Board of Trustees knows of no other business to be brought
before the Meeting. However, if any other matters comes before the Meeting, it
is the intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES AND ADDITIONAL INFORMATION
Shareholder inquiries may be addressed to Pacifica in writing at the
address on the cover page of this Proxy Statement or by telephoning Pacifica at
1-800-PVA-0628.
Pacifica Funds Distributor Inc. and Furman Selz LLC, which serve as
Pacifica's distributor and administrator, respectively, maintain offices at 230
Park Avenue, New York New York 10169.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO MARK, SIGN AND DATE THE ENCLOSED VOTING INSTRUCTIONS CARD OR PROXY CARD AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
PACIFICA VARIABLE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MARCH
31, 1996 SEMI-ANNUAL SHAREHOLDERS REPORT TO ANY SHAREHOLDER UPON REQUEST
ADDRESSED TO 237 PARK AVENUE, NEW YORK, NEW YORK 10017 OR BY TELEPHONE AT
1-800-PVA-0628.
-10-
<PAGE> 16
APPENDIX I
ADVISORY AGREEMENT
AGREEMENT made as of April 1, 1996, between PACIFICA VARIABLE TRUST,
a Delaware business trust (the "Trust"), and FIRST INTERSTATE CAPITAL
MANAGEMENT, INC., to be renamed "Wells Fargo Investment Management, Inc.," (the
"Investment Advisor").
WHEREAS, the Trust is registered as an open-end, series investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Investment Advisor to
furnish investment advisory and other services to the Trust for its Emerging
Growth Portfolio, Equity Value Portfolio, Balanced Portfolio, Intermediate Bond
Portfolio and Money Market Portfolio (the "Portfolios"), and the Investment
Advisor is willing to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
The Trust hereby appoints the Investment Advisor to act as investment
adviser to the Trust's Emerging Growth Portfolio, Equity Value Portfolio,
Balanced Portfolio, Intermediate Bond Portfolio and Money Market Portfolio for
the period and on the terms set forth in this Agreement. The Investment
Advisor accepts such appointment and agrees to furnish the services herein set
forth for the compensation herein provided. The Investment Advisor may, in its
discretion, provide such services through its own employees or the employees of
one or more affiliated companies that are qualified to act as investment
adviser to the Trust under applicable law and are under the common control of
Wells Fargo & Company provided (i) that all persons, when providing services
hereunder, are functioning as part of an organized group of persons, and (ii)
that such organized group of persons is managed at all times by authorized
officers of the Investment Advisor.
2. DELIVERY OF DOCUMENTS.
The Trust has furnished the Investment Advisor with copies properly
certified or authenticated of each of the following:
(a) The Trust Instrument of the Trust, as filed with the
State Secretary of the State of Delaware on August 26, 1994, and
all amendments thereto (such Trust Instrument, as presently in
effect and as it shall from time to time be amended, is herein
called the "Trust Instrument");
(b) The Trust's By-Laws and all amendments thereto;
(c) The Trust Registration Statement on Form N-1A as
initially filed with the Securities and Exchange Commission on
August 30, 1994 under the Securities Act of 1933, as amended and
the 1940 Act, and all amendments thereto.
(d) The most recent prospectuses of the Portfolios (such
prospectus together with the related statement of additional
information, as presently in effect and all
I-1
<PAGE> 17
amendments and supplements thereto, are herein call
"Prospectus").
The Trust will furnish the Investment Advisor from time to time with copies of
all amendments of or supplements to the foregoing, if any.
3. MANAGEMENT.
Subject to the supervision of the Trust's Board of Trustees, the
Investment Advisor will provide a continuous investment program for the
Emerging Growth Portfolio, Equity Value Portfolio, Balanced Portfolio,
Intermediate Bond Portfolio and Money Market Portfolio including investment
research and management with respect to all securities, investments, cash and
cash equivalents in the Portfolios. The Investment Advisor will determine from
time to time what securities and other investments will be purchased, retained
or sold by the Portfolios. The Investment Advisor will provide the services
rendered by it under this Agreement in accordance with each Portfolio's
investment objective, policies and restrictions as stated in the Prospectus for
such Portfolio and resolutions of the Trust's Board of Trustees. Without
limiting the generality of the foregoing, the Investment Advisor further agrees
that it shall:
(a) Update each Portfolio's cash availability throughout the
day as required;
(b) Maintain historical tax lots for each portfolio security
held by the Portfolios;
(c) Transmit trades to the Trust's custodian for proper
settlement;
(d) Maintain all books and records with respect to each
Portfolio's securities transactions;
(e) Supply the Trust and its Board of Trustees with reports and
statistical data as requested; and
(f) Prepare a quarterly broker security transaction summary and
monthly security transaction listing for each Portfolio.
4. OTHER COVENANTS.
The Investment Advisor agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its activities
under this Agreement in accordance with other applicable law;
(b) will use the same skill and care in providing such services as
it uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(c) will place orders pursuant to its investment determinations for
each Portfolio either directly with the issuer or with any broker or dealer.
In executing portfolio transactions and selecting brokers or dealers, the
Investment Advisor will use its best efforts to seek on behalf of the Portfolio
the best overall terms available. In assessing the best overall terms available
for any transaction, the Investment Advisor shall consider all factors that it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission,
I-2
<PAGE> 18
if any, both for the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting the broker-dealer
to execute a particular transaction the Investment Advisor may also consider
the brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Portfolios and/or
other accounts over which the Investment Advisor or an affiliate of the
Investment Advisor exercises investment discretion. The Investment Advisor is
authorized, subject to the prior approval of the Trust's Board of Trustees, to
pay to a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for any of the Portfolios
which is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if, but only if, the Investment
Advisor determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer -- viewed in terms of that particular transaction or in terms
of the overall responsibilities of the Investment Advisor to the Portfolios.
In addition, the Investment Advisor is authorized to allocate purchase and sale
orders for portfolio securities to brokers or dealers (including brokers and
dealers that are affiliated with the Investment Advisor or the Trust's
principal underwriter) to take into account the sale of shares of the Trust if
the Investment Advisor believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified firms. In
no instance, however, will portfolio securities be purchased from or sold to
the Investment Advisor, the Trust's principal underwriter, or any affiliated
person of either the Trust, the Investment Advisor, or the principal
underwriter, acting as principal in the transaction, except to the extent
permitted by the Securities and Exchange Commission; and
(d) will maintain a policy and practice of conducting its investment
advisory services hereunder independently of its commercial banking operations.
When the Investment Advisor makes investment recommendations for a Portfolio,
its investment advisory personnel will not inquire or take into consideration
whether the issuer of securities proposed for purchase or sale for the
Portfolio's account are customers of its commercial department. In dealing
with commercial customers, the Investment Advisor's commercial department will
not inquire or take into consideration whether securities of those customers
are held by a Portfolio.
5. SERVICES NOT EXCLUSIVE.
The services furnished by the Investment Advisor hereunder are deemed
not to be exclusive, and the Investment Advisor shall be free to furnish
similar services to others so long as its services under this Agreement are not
impaired thereby. To the extent that the purchase or sale of securities or
other investments of the same issuer may be deemed by the Investment Advisor to
be suitable for two or more accounts managed by the Investment Advisor, the
available securities or investments may be allocated in a manner believed by
the Investment Advisor to be equitable to each account. It is recognized that
in some cases this procedure may adversely affect the price paid or received by
a Portfolio or the size of the position obtainable for or disposed of by the
Portfolio.
6. BOOKS AND RECORDS.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Investment Advisor hereby agrees that all records which it maintains for
the Portfolios are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request. The
Investment Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
I-3
<PAGE> 19
7. EXPENSES.
During the term of this Agreement, the Investment Advisor will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased or sold for the Portfolios. In addition, if the expenses borne by a
Portfolio in any fiscal year exceed the applicable expense limitations imposed
by the securities regulations of any state in which its shares are registered
or qualified for sale to the public, the Investment Advisor shall reimburse the
Portfolio an annual amount equal to a percentage of that excess as set forth in
the following table, provided, however, that the Investment Advisor shall not
be required to pay any amount in excess of fees received by the Investment
Advisor from the Trust under this Agreement. Such expense reimbursement, if
any, will be estimated, reconciled and paid on a monthly basis.
<TABLE>
<CAPTION>
PORTFOLIO REIMBURSEMENT PERCENTAGE
<S> <C>
Emerging Growth Portfolio 84%
Equity Value Portfolio 84%
Balanced Portfolio 84%
Intermediate Bond Portfolio 81%
Money Market Portfolio 80%
</TABLE>
8. COMPENSATION.
For the services provided and the expenses assumed pursuant to this
Agreement, the Trust will pay the Investment Advisor and the Investment Advisor
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .75% of the Emerging Growth Portfolio's average
daily net assets; .75% of the Equity Value Portfolio's average daily net
assets; .75% of the Balanced Portfolio's average daily net assets; .65% of the
Intermediate Bond Portfolio's average daily net assets; and .60% of the Money
Market Portfolio's average daily net assets. Such fee shall be a separate
charge to each Portfolio and shall be the several (and not joint or joint and
several) obligation of the Portfolio.
9. LIMITATION OF LIABILITY.
The Investment Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in connection with the
performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Investment Advisor in the performance of its duties or from
reckless disregard by them of its obligations and duties under this Agreement.
10. DURATION AND TERMINATION.
This Agreement shall become effective as of the date hereof and,
unless sooner terminated as provided herein, shall continue in effect until
March 31, 1997. Thereafter, if not terminated, this Agreement shall
automatically continue in effect as to the Portfolio for successive annual
periods, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Trust's Board of Trustees
who are not interested persons of any party to this Agreement, cast
I-4
<PAGE> 20
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Portfolio. Notwithstanding the foregoing,
this Agreement may be terminated as to the Portfolio at any time, without the
payment of any penalty, by the Trust (by vote of the Trust's Board of Trustees
or by vote of a majority of the outstanding voting securities of the
Portfolio), or by the Investment Advisor on sixty days' written notice. This
Agreement will immediately terminate in the event of its assignment. (As used
in this Agreement, the terms "majority of the outstanding voting securities,"
interested persons" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
11. AMENDMENT OF THIS AGREEMENT.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. To the extent required by the 1940 Act, no amendment of this Agreement
shall be effective as to a Portfolio until approved by vote of a majority of
the outstanding voting securities of the Portfolio.
12. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by California law.
13. NAMES.
The Trust Instrument establishing the Trust, filed on August 26,
1994, as amended, a copy of which, together with all amendments thereto (the
"Trust Instrument"), is on file in the Office of the Secretary of the State of
Delaware, provides that the name "Pacifica Variable Trust" refers to the
trustees under the Trust Instrument collectively as trustees and not as
individuals or personally, and that no shareholder, trustee, officer, employee
or agent of the Trust shall be subject to claims against or obligations of the
Trust to any extent whatsoever, but that the Trust estate only shall be liable.
Any persons dealing with any series of shares of the Trust must look solely to
the Trust property belonging to such series for the enforcement of any claims
against the Trust.
I-5
<PAGE> 21
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
PACIFICA VARIABLE TRUST
Attest: By: /s/ Joan V. Fiore
------------------------------------
/s/ Sheryl Hirschfeld Title: Vice President and Secretary
- --------------------- ---------------------------------
FIRST INTERSTATE CAPITAL MANAGEMENT, INC.
Attest: By: /s/ E.S. Claunch
-------------------------------------
/s/ Thomas Hooker Title: President
- --------------------- ----------------------------------
I-6
<PAGE> 22
APPENDIX II
PRINCIPAL EXECUTIVE OFFICER AND
DIRECTORS OF WELLS FARGO
INVESTMENT MANAGEMENT, INC.
The following table sets for the name, position, principal occupation and
address of the principal executive officer and each director of WFIM. Neither
the principal executive officer nor any director of WFIM or any of its
affiliates holds a position with Pacifica.
<TABLE>
<CAPTION>
Name and Position Principal Occupation(s)
at WFIM and Address(es)
---------------- -----------------------
<S> <C>
Michael Niedermeyer, Director Executive Vice-President
Wells Fargo Bank, N.A.
444 Market Street, 17th Floor
San Francisco, CA 94163
Guy Rounsaville, Director and Executive Vice President and
Secretary Chief Counsel
Wells Fargo Bank, N.A.
420 Montgomery Street
12th Floor
San Francisco, CA 94163
Clyde Ostler, Director Vice Chairman
Wells Fargo Bank, N.A.
420 Montgomery Street,
12th Floor
San Francisco, CA 94163
Edward Claunch, President President
Wells Fargo Investment
Management, Inc.
7501 E. McCormick Parkway
Scottsdale, AZ 85258
</TABLE>
II-1
<PAGE> 23
PROXY CARD
PACIFICA VARIABLE TRUST
SPECIAL MEETING OF SHAREHOLDERS
JULY 26, 1996
The undersigned hereby appoints John J. Pileggi and Joan V. Fiore (the
"Proxies"), and each of them, attorneys and proxies of the undersigned, each
with power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Special Meeting of Shareholders (the "Meeting") of Pacifica
Variable Trust ("Pacifica") to be held at the offices of Pacifica's
administrator, Furman Selz LLC, 237 Park Avenue, 9th Floor, New York, New York
10017 at 4:00 P.M. (Eastern Time) on Friday, July 26, 1996, and at any
adjournment(s) thereof. The Proxies shall cast votes according to the number
of shares of the portfolio identified above which the undersigned may be
entitled to vote with respect to the proposal set forth below, in accordance
with the specification indicated, if any, and shall have all the powers which
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 Proxies, or any of them, may lawfully do by virtue
hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF PACIFICA AND THE PROXY STATEMENT, DATED JULY 1, 1996.
THIS PROXY IS SOLICITED AND PROPOSED BY THE BOARD OF TRUSTEES OF PACIFICA,
WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL. PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
To ratify and approve a new investment advisory agreement, on behalf
of the Pacifica portfolio identified above, between Pacifica and Wells
Fargo Investment Management, Inc. ("WFIM") (formerly known as First
Interstate Capital Management, Inc. ("FICM")), the terms of which are
substantially identical to the previous investment advisory agreement
between Pacifica and FICM (the fee rates are unchanged), and the receipt
of investment advisory fees by WFIM for the period from April 1, 1996
forward.
/ / YES / / NO / / ABSTAIN
<PAGE> 24
In their discretion, the Proxies, and each of them, are authorized to vote
upon any other business that may properly come before the meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
------------------------------------------------
------------------------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. Corporate proxies should be
signed in full corporate name by an authorized
officer. Each joint owner should sign
personally. Fiduciaries should give full titles
as such.
, 1996
-------------------------
(Please Date)
<PAGE> 25
VOTING INSTRUCTIONS CARD
[Name of Portfolio]
This voting instruction card is solicited by Anchor National Life
Insurance Company ("Anchor") from contract owners of variable annuity contracts
issued by Anchor who have funds allocated to the Pacifica Variable Trust
("Pacifica").
THESE VOTING INSTRUCTIONS ARE SOLICITED BY ANCHOR IN CONNECTION WITH A
SOLICITATION OF PROXIES BY THE TRUSTEES OF PACIFICA.
The undersigned hereby instructs Anchor to vote the shares of Pacifica
attributable to his or her variable annuity contract at the Special Meeting of
Shareholders to be held at the offices of Pacifica's administrator, Furman Selz
LLC, 237 Park Avenue, 9th Floor, New York, New York, 10017 at 4:00 P.M.
(Eastern Time) on Friday, July 26, 1996, and at any adjournment(s) thereof.
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE CONTRACT OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF THE PROPOSAL. PLEASE REFER TO THE PACIFICA PROXY STATEMENT,
DATED JULY 1, 1996, FOR A DISCUSSION OF THE PROPOSAL.
To ratify and approve a new investment advisory agreement, on behalf
of the Pacifica Portfolio identified above, between Pacifica and Wells
Fargo Investment Management, Inc. ("WFIM") (formerly known as First
Interstate Capital Management, Inc. ("FICM")), the terms of which are
substantially identical to the previous investment advisory agreement
between Pacifica and FICM (the fee rates are unchanged), and the receipt
of investment advisory fees by WFIM for the period from April 1, 1996
forward.
/ / FOR / / AGAINST / / ABSTAIN
In its discretion, Anchor is authorized to vote upon any other business
that may properly come before the meeting, or any adjournment(s) thereof,
including any adjournment(s) necessary to obtain requisite quorums and/or
approvals.
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Please sign above exactly as your name(s) appear(s)
hereon. Corporate voting instructions should be
signed in full corporate name by an authorized
officer. Each joint owner should sign personally.
Fiduciaries should give full titles as such.
, 1996
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(Please Date)
