<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[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 Section 240.14a-11(c) or Section 240.14a-12
WANGER ADVISORS 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):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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Preliminary
- -----------
Wanger Advisors Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606-5016
1-800-4-WANGER
November ___, 1997
Dear Shareholder:
You are cordially invited to attend a special meeting of shareholders of
Wanger U.S. Small Cap and Wanger International Small Cap (together, the
"Funds"), each of which is a series of Wanger Advisors Trust (the "Trust"),
which will be held on Tuesday, December 30, 1997 at 9:00 a.m. Central time, at
the office of the Trust, 227 West Monroe Street, Suite 3000, Chicago, Illinois
60606.
The primary purpose of the special meeting is to permit the shareholders of
the Funds to consider new Investment Advisory Agreements between the Trust, on
behalf of the Funds, and Wanger Asset Management, L.P. ("WAM"), that will be
required as a result of the corporate restructuring of WAM. The proposed new
Investment Advisory Agreements are identical to the current agreement, except
for the dates of execution, effectiveness and termination. The board urges you
to vote for approval of the new agreements.
Enclosed with this letter are the formal notice of the meeting and the
proxy statement, which gives detailed information about the new agreements and
why the board recommends that you vote to approve them.
Your vote is important. Please complete, sign and date the enclosed proxy
card and return it in the enclosed envelope. This will ensure that your vote is
counted, even if you can't attend the meeting in person.
Sincerely,
Ralph Wanger
President and Trustee
<PAGE>
Wanger Advisors Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606-5016
1-800-4-WANGER
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 30, 1997
A special meeting of shareholders of Wanger U.S. Small Cap and Wanger
International Small Cap, each a series of Wanger Advisors Trust, will be held at
the office of the Trust, 227 West Monroe Street, Suite 3000, Chicago, Illinois
60606, at 9:00 a.m., Central time, on December 30, 1997. At the meeting,
shareholders will be asked to consider and act upon the following proposals:
1. To approve new Investment Advisory Agreements between Wanger Advisors
Trust and Wanger Asset Management, L.P. relating to Wanger U.S. Small
Cap and Wanger International Small Cap;
2. To ratify the selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997; and
3. To transact any other business that properly comes before the meeting.
Shareholders of record as of the close of business on November 10, 1997 are
entitled to vote at the meeting (or any adjournments of the meeting). This proxy
statement and proxy card are being mailed to shareholders on or about November
___, 1997.
By Order of the Board of Trustees,
Paula L. Rogers
Vice President and Secretary
November ___, 1997
Chicago, Illinois
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD(S). YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE MEETING.
<PAGE>
Wanger Advisors Trust
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606-5016
1-800-4-WANGER
Proxy Statement
Special Meeting of Shareholders
December 30, 1997
This proxy statement is being sent to you by the board of trustees of
Wanger Advisors Trust. The board is asking you to complete and return the
enclosed proxy card(s), permitting your shares of Wanger U.S. Small Cap and
Wanger International Small Cap to be voted at the meeting, even if you cannot
attend the meeting in person.
The meeting will be held at the office of the Trust, 227 West Monroe
Street, Suite 3000, Chicago, Illinois 60606, at 9:00 a.m. Central time, on
December 30, 1997.
Shareholders of record at the close of business on November 10, 1997
(called the "record date") are entitled to vote at the meeting.
You should also have received the Trust's annual report to shareholders for
the fiscal year ended December 31, 1996. If you would like another copy of the
annual report or the semiannual report for the first half of 1997, please call
or write to the Trust at the address and telephone number shown at the top of
this page. The reports will be sent to you without charge.
For convenience, Wanger Advisors Trust is referred to in this proxy
statement as the "Trust." Wanger U.S. Small Cap and Wanger International Small
Cap are referred to individually as a "Fund" and together as the "Funds."
SUMMARY OF PROPOSALS
You are being asked to vote on two proposals -- a new advisory agreement
and ratification of the board's selection of auditors for the Funds. The
shareholders of each of the Funds will vote separately on each proposal.
<PAGE>
PROPOSAL 1
NEW ADVISORY AGREEMENT
Summary
You are being asked to consider new Investment Advisory Agreements between
the Trust, on behalf of the Funds, and Wanger Asset Management, L.P. ("WAM"),
the Funds' investment adviser, that will be identical to the current Investment
Advisory Agreements, except for the dates of execution, effectiveness and
termination. No changes will be made to the fees paid by the Funds, or to the
services provided by WAM.
If the proposed restructuring of WAM is consummated, the current Investment
Advisory Agreements would terminate, requiring the Funds' shareholders to
approve new agreements. The board of the Trust has unanimously approved new
Investment Advisory Agreements for the Funds which, if approved by shareholders,
will become effective as of time of consummation of WAM's restructuring. That
restructuring is described in more detail under the heading, "The Proposed
Restructuring."
The board of trustees unanimously urges you to vote in favor of the new
agreement for each Fund. A complete copy of each new agreement is attached as
Exhibit A to the proxy statement.
Information About WAM
WAM serves as the investment adviser for the Funds and for other
institutional accounts. As of June 30, 1997, WAM had approximately $6.3 billion
under management, including the Funds.
The Proposed Restructuring
The following information relates to the ownership and management of WAM
itself, not the Funds or their portfolios. Portfolio management decisions for
the Funds are made by their portfolio managers, working with WAM's team of
analysts. There are no changes in the Funds' portfolio managers.
WAM is a limited partnership managed by its general partner, Wanger Asset
Management, Ltd. ("WAM Ltd."). Ralph Wanger, Charles P. McQuaid, Terence M.
Hogan, Leah J. Zell, Marcel P. Houtzager and Robert A. Mohn, all of whom are
officers of the Trust, are the current limited partners of WAM. Their addresses
and principal occupations are included under "More Information About The Trust
- --Organization and Management of the Trust," below. WAM and WAM Ltd. are
located at 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.
WAM Ltd. has been controlled by Mr. Wanger, and WAM has been controlled by
Mr. Wanger with the consent of one or more of the other limited partners, but
each is evolving into an organization controlled by its partners or shareholders
collectively. To accommodate this
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<PAGE>
evolution and to reflect more closely WAM's team approach to management, WAM is
committed to providing partnership opportunities to its growing number of
talented portfolio managers and analysts. New mechanisms are being created to
facilitate the admission of new limited partners to WAM and to give new limited
partners an equity interest in WAM Ltd., which will continue to be WAM's general
partner. Mr. Wanger's interests in WAM Ltd. and in WAM are being reduced to less
than a majority, although Mr. Wanger will continue to have the largest interest
in each. On matters submitted to the shareholders of WAM Ltd., each such
shareholder will have one vote (or a lesser vote in the case of new
shareholders). With certain exceptions (including extraordinary transactions,
for which Mr. Wanger's consent will be required), decisions will be made by
majority vote. Because WAM's team approach causes it to operate largely by
consensus, little change is expected to result from implementation of this
"majority rule" system.
WAM's proposed restructuring recognizes the importance of the contributions
made to WAM by a broader, more diverse group of people than founded WAM in 1992.
By expanding participation in ownership and management, WAM will retain its
independent structure while rewarding those who have been responsible for WAM's
success. No changes in the people at WAM responsible for portfolio management
for the Funds or for their business operations will result from WAM's
restructuring.
The proposed restructuring described above, however, is contingent upon the
shareholders of the Funds and of each series of Acorn Investment Trust ("Acorn")
(described below under "Other Investment Companies Advised by WAM") approving
new investment advisory agreements with WAM. Until the shareholders of the Trust
and Acorn approve new investment advisory agreements, triggering WAM's
restructuring, Mr. Wanger, with the consent of one of the limited partners of
WAM, has the right to require voting in accordance with WAM's current governing
documents.
Consummation of WAM's proposed restructuring will constitute an
"assignment," as defined by the Investment Company Act of 1940 (the "1940 Act"),
of the current Investment Advisory Agreements in effect between the Trust and
WAM. As required by the 1940 Act, the current agreements provide for their
automatic termination in the event of an assignment.
In anticipation of the restructuring of WAM, and in order for WAM to
continue to serve as investment adviser to the Trust, new Investment Advisory
Agreements on behalf of each Fund must be approved by (i) a majority of the
Trustees of the Trust who are not parties to the new Investment Advisory
Agreements or interested persons of any such party ("Disinterested Trustees")
and (ii) holders of a majority of the outstanding voting securities of each
Fund.
Description of the Current Advisory Agreements
As noted previously, except for the dates of execution, effectiveness and
termination, the proposed new Investment Advisory Agreements will be identical
to the current Investment Advisory Agreements. The current agreements were
approved by each of the Fund's initial shareholders before either began offering
their shares to the public. Each of the agreements were continued by the board
of trustees at a meeting held November 7, 1996.
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<PAGE>
The agreements provide that for its services to Wanger U.S. Small Cap, WAM
receives a fee at the annual rate of 1.00% of the net asset value of the Fund up
to $100 million, 0.95% of the net asset value in excess of $100 million and up
to $250 million and 0.90% of the net asset value in excess of $250 million. For
services to Wanger International Small Cap, WAM receives a fee at the annual
rate of 1.30% of the net asset value of the Fund up to $100 million, 1.20% of
the net asset value of the Fund in excess of $100 million and up to $250 million
and 1.10% of the net asset value of the fund in excess of $250 million. The fees
paid by the Funds may be reduced to cause the expenses of Wanger U.S. Small Cap
not to exceed 1.50% of its net asset value and the expenses of Wanger
International Small Cap not to exceed 1.90% of its net asset value. During the
last fiscal year, the advisory fees paid to WAM by Wanger U.S. Small Cap were
$704,115 and $631,977 by Wanger International Small Cap. No other fees or
payments were made by either Fund to WAM or any of its affiliates during the
fiscal year ended December 31, 1996.
Under the current agreements, subject to the overall supervision and
control of the board of trustees, WAM has supervisory responsibility for the
general management and investment of the Funds' assets. WAM is authorized to
make the decisions to buy and sell securities, options and futures contracts and
other assets for the Funds, to place the Funds' portfolio transactions with
broker-dealers and to negotiate the terms of such transactions, including
brokerage commissions, on behalf of the Funds. WAM is authorized to exercise
discretion within the Funds' policy concerning allocation of portfolio
brokerage, as permitted by law, including but not limited to Section 28(e) of
the Securities Exchange Act of 1934, and in so doing shall not be required to
make any reduction in its investment advisory fees. The current agreements also
provide that WAM shall furnish to the Trust at WAM's own expense, office space
and all necessary office facilities, equipment and personnel required to provide
its services; all expenses incurred in connection with managing the assets of
the Funds, including expenses in connection with the placement of securities
orders, all expenses of printing and distributing the Funds' prospectus and
reports to prospective investors and all expenses in determining daily price
computations, portfolio accounting and related bookkeeping.
Under the current agreements, each Fund is obligated to pay all of its
expenses other than those paid by WAM as set forth above, including taxes and
charges for auditing and legal services, custodian, depository and transfer
agent fees, all costs for borrowing money, registration, filing and other fees
in connection with the requirements of regulatory authorities, the printing and
mailing of reports to shareholders, expenses of shareholder and trustees
meetings, expenses of trustees, other than those affiliated with WAM, expenses
related to membership in any trade association and brokers' commissions and
other charges relative to the purchase or sale of portfolio securities.
The current agreements provide that WAM shall not be liable to the Funds or
their shareholders for any loss suffered by the Funds or their shareholders from
or as a consequence of any act or omission of WAM, or of any of the partners,
employees or agents of WAM, in connection with or pursuant to the agreements,
except for liability resulting from willful misfeasance, bad faith or gross
negligence on the part of WAM in the performance of its duties, or by reason of
reckless disregard by WAM of its obligations and duties.
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The New Investment Advisory Agreements
The form of the proposed new agreements are identical to the current
agreements, except for the dates of execution, effectiveness and termination.
The investment advisory fee as a percentage of net assets payable to WAM will be
the same under the new agreements.
The board of trustees of the Trust held a meeting on October 30, 1997, at
which the trustees, including the Disinterested Trustees, concluded that if the
restructuring of WAM is consummated, entry by the Trust into the new agreements
would be in the best interests of the Trust and the shareholders of the Funds.
The board of trustees, including the Disinterested Trustees, unanimously
approved the new agreements and recommend that the agreements be submitted for
approval by the shareholders of the Funds.
In evaluating the new agreements, the board took into account that the
current agreements and the new agreements, including the terms relating to the
services to be provided thereunder by WAM and the fees and expenses payable by
the Trust to WAM, are identical, except for the dates of execution,
effectiveness and termination. The board received and reviewed information on
the fees and expense ratios of the Funds compared to similar mutual funds and
the investment performance of each Fund compared to relevant market indexes and
other funds. [Add information about comparative fees, expenses and performance.]
The board also received and considered financial information about WAM,
including the profitability to WAM of its relationship to the Funds, and the
anticipated effect on the Funds of WAM's restructuring.
If approved by shareholders, the new agreements will be signed and become
effective on the date of consummation of WAM's restructuring, which is expected
to be January 1, 1998. They will continue in effect through [December 31, 1999],
and thereafter from year to year so long as their continuance as to each Fund is
approved at least annually (i) by the board of trustees or by the holders of a
"majority of that Fund's outstanding voting securities" as defined in the 1940
Act; and (ii) by a majority of the members of the Trust's board who are not
otherwise affiliated with the Trust or WAM, cast in person at a meeting called
for that purpose. Any amendment to the new agreements must be approved in the
same manner. The new agreements may be terminated as to a Fund without penalty
by the vote of the board of trustees of the Trust or the shareholders of that
Fund (by a majority as defined in the Investment Company Act) on sixty days'
written notice to WAM or by WAM on sixty days' written notice to the Fund, and
will terminate automatically in the event of assignment.
The fees payable by a Fund under the new agreements are the obligation only
of that Fund and impose no liability on the other Fund.
Other Investment Companies Advised by WAM
In addition to serving as investment adviser to the Trust, WAM is also
investment adviser to Acorn, an open-end management investment company with
three series -- Acorn Fund, Acorn International and Acorn USA (the "Acorn Family
of Funds").
5
<PAGE>
Recently, the board of trustees of Acorn proposed to its shareholders that
Acorn enter into a new advisory agreement with WAM. The proposed new agreement
contains two principal changes. First, the services provided by WAM to the Acorn
Family of Funds would be divided into investment advisory and administrative
services, and a separate fee would be paid for each. Second, the breakpoints in
Acorn Fund's fee schedule would be changed and the rate of fees payable on
larger amounts of assets would be increased. As a result, the total amount of
fees (advisory and administrative) paid by Acorn Fund to WAM would be increased.
The following table summarizes the annual advisory fee rates currently payable
to WAM by Acorn Fund and the annual advisory fee rates that will be paid if the
new agreement is approved by Acorn Fund's shareholders:
Annual Advisory Fee Rates, as a Percentage of Average Daily Net Assets
----------------------------------------------------------------------
Old Agreement New Agreement
------------- -------------
0.75% of the first 0.75% of the first
$100 million $700 million
0.50% of net assets 0.70% of net assets
above $100 million above $700 million
to $1.5 billion to $2 billion
0.40% of net assets 0.65% of net assets
above $1.5 billion above $2 billion
If the new agreement is approved, Acorn Fund will also enter into an
administrative services agreement with WAM at an annual rate of 0.05% of Acorn
Fund's average daily net assets.
The fees paid by Acorn International and Acorn USA would also be divided
between advisory and administrative services, but the total rate of fees paid to
WAM by these two funds as a percentage of their respective assets would not be
increased or decreased. A special meeting of Acorn's shareholders has been
called for December 9, 1997 to consider approval of the new agreement.
The following table shows the total net assets of the Acorn Family of Funds
as of June 30, 1997, and the current rates of WAM's compensation:
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<TABLE>
<CAPTION>
Rate of Compensation Paid to WAM
Name of Fund Assets as of 6/30/97(000s) (as a percentage of average net assets)
- ------------ -------------------------- ---------------------------------------
<S> <C> <C>
Acorn Fund $3,220,749 0.75% of the first $100 million;
0.50% of the next $1.4 billion;
0.40% in excess of $1.5 billion
Acorn International $1,970,037 1.25% of the first $100 million;
1.00% of the next $400 million;
0.80% in excess of $500 million
Acorn USA $ 113,690 1.00% of the first $200 million;
0.95% in excess of $200 million
</TABLE>
Voting
The shareholders of each Fund will vote separately on approval of the new
advisory agreements. Approval of the new advisory agreement for a Fund requires
the approval of the lesser of (a) 67 percent or more of the voting shares of
that Fund present at the meeting, if the holders of more than 50 percent of the
outstanding shares of that Fund are present or represented by proxy, or (b) more
than 50 percent of the outstanding shares of that Fund.
If a new agreement is not approved as to a Fund, that Fund will continue to
operate under the old agreement and the implementation of the proposed voting
procedures which would result from the restructuring of WAM would be deferred.
However, the board of trustees would consider whether any other action should be
taken, which might include submission of another proposed agreement for approval
by shareholders.
Board Recommendation
The board of trustees of the Trust, including all of the trustees who are
not affiliated with WAM, unanimously recommends that shareholders of the Funds
vote for the approval of the new advisory agreements between the Trust and WAM.
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The board of trustees recommends that the shareholders ratify the board of
trustees' selection of Ernst & Young LLP as independent public accountants for
the Trust for the fiscal year ending December 31, 1997. Ernst & Young LLP has
served as the Trust's auditors since the Trust's organization.
For the year ended December 31, 1996, Ernst & Young LLP examined the
financial statements of the Trust and provided consultation on financial
accounting, reporting and tax matters. Representatives of Ernst & Young LLP will
be present at the meeting and will have an
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opportunity to make a statement if they desire to do so. They also will be
available to respond to appropriate questions presented at the meeting.
The shareholders of each Fund will vote separately on ratification of the
selection of auditors. Approval of the selection of auditors for a Fund
requires the affirmative vote of a majority of the shares of the Fund
represented at the meeting in person or by proxy, if a quorum is present.
The board of trustees of the Trust, including all of the trustees who are
not affiliated with the Trust, unanimously recommends that shareholders of the
Funds vote for ratification of the selection of auditors.
MORE INFORMATION ABOUT THE TRUST
Organization and Management of the Trust
The Trust is a Massachusetts business trust organized on August 30, 1994.
The Trust is an open-end management investment company, currently with two
series: Wanger U.S. Small Cap and Wanger International Small Cap. Each of the
Funds began operations on May 3, 1995.
The Trust was established to offer its shares to certain life insurance
company ("Life Companies") separate accounts established for the purpose of
funding certain variable life insurance policies and qualified and non-qualified
variable annuity contracts ("Variable Contracts") and to certain types of
pension plans and retirement arrangements and accounts permitting the
accumulation of funds on a tax-deferred basis ("Retirement Plan").
The Trust is governed by a board of trustees, which is responsible for
protecting the interests of the shareholders of the Funds. The trustees are
experienced executives and professionals who meet at regular intervals to
oversee the activities of the Trust and the Funds. A majority of the trustees
are not otherwise affiliated with the Trust or WAM.
The officers and trustees of the Trust are:
<TABLE>
<CAPTION>
Name, Date of Birth, Address Board Member Principal Occupation
and Position(s) with the Trust Since During Last Five Years
- ------------------------------- ------------------- -----------------------------------------------
<S> <C> <C>
Ralph Wanger, 6/21/1934 1995 Trustee and president, Acorn Investment
Trustee and President* Trust; principal, Wanger Asset Management, L.P.
227 West Monroe Street
Suite 3000
Chicago, Illinois 60606
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name, Date of Birth, Address Board Member Principal Occupation
and Position(s) with the Trust Since During Last Five Years
- ------------------------------- ------------------- -------------------------------------------
<S> <C> <C>
Charles P. McQuaid, 1995 Trustee and senior vice president, Acorn
8/27/1953 Investment Trust; principal and director
Trustee and Senior Vice of research, Wanger Asset Management, L.P.
President*
227 West Monroe Street, Suite
3000
Chicago, Illinois 60606
Fred D. Hasselbring, 1995 Owner, Fred D. Hasselbring and Associates
8/14/1941 (retail industry and computer systems
Trustee consulting and sales)
1338 N. Bell Ave
Chicago, Illinois 60622
P. Michael Phelps, 1995 Vice President and Corporate Secretary,
9/19/1933 Morton International, Inc.
Trustee
100 North Riverside Plaza
Chicago, Illinois 60606-1596
James A. Star, 1995 Vice President, Henry Crown and Company
2/27/1961 (private holding company); prior thereto,
Trustee portfolio manager and analyst, Harris
222 North LaSalle Street, Associates L.P.
Suite 2000
Chicago, Illinois 60601
</TABLE>
OFFICERS
<TABLE>
<CAPTION>
Name, Date of Birth, Address Principal Occupation
and Position(s) with the Trust During Last Five Years
- ------------------------------ ------------------------------------------
<S> <C>
Terence M. Hogan, Vice president, Acorn Investment Trust;
2/18/1962 principal, Wanger Asset Management, L.P.
Vice President
227 West Monroe Street,
Suite 3000
Chicago, Illinois 60606
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name, Date of Birth, Address Principal Occupation
and Position(s) with the Trust During Last Five Years
- ------------------------------ --------------------------------------------
<S> <C>
Leah J. Zell, Vice president, Acorn Investment Trust;
5/23/1949 principal, analyst, and portfolio manager,
Vice President Wanger Asset Management, L.P.
227 West Monroe Street,
Suite 3000
Chicago, Illinois 60606
Marcel P. Houtzager, Vice president, Acorn Investment Trust;
10/26/1960 Principal, analyst, and portfolio manager,
Vice President Wanger Asset Management, L.P.
227 West Monroe Street,
Suite 3000
Chicago, Illinois 60606
Robert A. Mohn, Vice president, Acorn Investment Trust;
9/13/1961 Principal, analyst and portfolio manager,
Vice President Wanger Asset Management, L.P.
227 West Monroe Street,
Suite 3000
Chicago, Illinois 60606
Merrillyn J. Kosier, Senior vice president and Secretary, Acorn
12/10/1959 Investment Trust; director of marketing and
Senior Vice President shareholder services, Wanger Asset
227 West Monroe Street, Management, L.P., since September 1993;
Suite 3000 prior thereto, vice president of marketing,
Chicago, Illinois 60606 Kemper Financial Services, Inc.
Bruce H. Lauer, Vice president and Treasurer, Acorn
7/22/1957 Investment Trust; chief administrative
Vice President and Treasurer officer, Wanger Asset Management, L.P. since
227 West Monroe Street, April 1995; prior thereto, first vice
Suite 3000 president, investment accounting, Kemper
Chicago, Illinois 60606 Financial Services, Inc.
Paula L. Rogers, Vice President of institutional marketing,
3/30/1959 Wanger Asset Management, L.P. since June
Vice President and Secretary 1996; prior thereto, vice president, Goldman
227 West Monroe Street, Sachs & Co.; second vice president, The
Suite 3000 Northern Trust Company.
Chicago, Illinois 60606
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name, Date of Birth, Address Principal Occupation
and Position(s) with the Trust During Last Five Years
- ------------------------------ ----------------------
<S> <C>
Kenneth A. Kalina, Assistant treasurer, Acorn Investment Trust;
8/4/1959 Fund controller, Wanger Asset Management,
Assistant Treasurer L.P., since September 1995; prior thereto,
227 West Monroe Street, treasurer of the Stein Roe Mutual Funds.
Suite 3000
Chicago, Illinois 60603
</TABLE>
* Messrs. McQuaid and Wanger are trustees who are "interested persons" of the
Trust as defined in the 1940 Act, and of WAM. Messrs. McQuaid, Phelps and
Wanger are members the executive committee of the Trust's board, which has
authority during intervals between meetings of the board of trustees to
exercise the powers of the board, with certain exceptions. Messrs.
Hasselbring, Phelps and Star are members of the Audit Committee. [As of June
30, 1997, no officer or trustee of the Trust owned beneficially greater than
1% of the outstanding shares of any Fund.]
Distribution of Shares of the Funds
Shares of the Funds are distributed by WAM Brokerage Services, L.L.C., 227
West Monroe Street, Suite 3000, Chicago, Illinois 60606 ("WAM BD"), the Trust's
distributor and principal underwriter. Shares of each Fund are offered for sale
through WAM BD without any sales commissions or charges to the Funds or Life
Companies or Retirement Plans purchasing Fund shares. However, each Variable
Contract imposes its own charges and fees on owners of Variable Contracts and
Retirement Plans may impose such charges on participants in a Retirement Plan.
In addition, no sales commission or "12b-1" payment is paid by the Funds. WAM
bears all sales and marketing expenses, including the cost of prospectuses and
other materials used for promotional purposes by WAM BD.
MORE INFORMATION ABOUT THE MEETING
Date of Mailing. This proxy statement and enclosed proxy are being mailed
to shareholders on or about November ___, 1997.
Expenses. All costs and expenses incurred in connection with the meeting
(including legal and proxy solicitation costs) will be paid by WAM.
Shareholders. At the record date, the Funds had the following numbers of
shares outstanding:
Wanger U.S. Small Cap, _______________ shares
Wanger International Small Cap, _____________ shares, and
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<PAGE>
Of those shares, Phoenix Home Life Mutual Insurance Company (and its affiliates)
("Phoenix") was the record holder of __________ shares (approximately ____% of
the outstanding shares) of Wanger U.S. Small Cap and _____ shares of
(approximately __% of the outstanding shares) of Wanger International Small Cap,
all of which are beneficially owned by Variable Contact owners. No individual is
known to the management to beneficially own 5% or more of the outstanding shares
of the Trust at the record date.
How Proxies Will Be Voted. Those shares of the Funds that are held by Life
Companies, of which Phoenix is the primary holder, are owned by such Life
Companies. Pursuant to current interpretations of the 1940 Act, the Life
Companies will solicit voting instruction from owners of Variable Contracts on
the matters to be voted on at the meeting. All shares of the Funds will be voted
by the Life Companies in accordance with voting instructions received from such
Variable Contract owners. The Life Companies will vote all the shares which they
are entitled to vote, for, against or abstaining in the same proportion as the
voting instructions given by the Variable Contract owners on the issues
presented. The close of business on __________, 1997, is the last day on which
instructions will be accepted.
All proxies solicited by the board of trustees that are properly executed
and received prior to the meeting, and which are not revoked, will be voted at
the meeting. Shares represented by those proxies will be voted in accordance
with the instructions marked on the proxy. If no instructions are specified,
shares will be voted for both proposals.
How Proxies Are Being Solicited. Solicitation of proxies by personal
interview, mail, telephone and electronic mail may be made by officers and
trustees of the Trust and employees of WAM, none of whom will receive any
additional compensation for such service, and third-party solicitation agents.
Revoking a Proxy. At any time before it has been voted, you may revoke your
proxy by: (1) sending a letter saying that you are revoking your proxy to the
Vice President and Secretary of Wanger Advisors Trust at the Trust's offices
located at 227 West Monroe Street, Suite 3000, Chicago, Illinois 60607; (2)
properly executing a later-dated proxy; or (3) attending the meeting, requesting
return of any previously delivered proxy and voting in person.
Quorum, Voting at the Meeting and Adjournment. Shareholders of each Fund
will vote separately on Proposals 1 and 2.
Approval of Proposal 1 for a Fund will require the affirmative vote of the
lesser of (a) 67 percent or more of the voting shares of that Fund present at
the meeting, if the holders of more than 50 percent of the outstanding voting
shares of that Fund are present or represented by proxy, or (b) more than 50
percent of the outstanding voting shares of that Fund. Abstentions and broker
non-votes will have the practical effect of a "No" vote if adoption of Proposal
1 is to be determined pursuant to item (a) and will have no effect on the
outcome of the vote if adoption of Proposal 1 is to be determined pursuant to
item (b).
12
<PAGE>
Approval of Proposal 2 for a Fund will require the affirmative vote of a
majority of the shares of that Fund represented at the meeting in person or by
proxy, if a quorum is present. Abstentions and broker non-votes will have the
practical effect of a "No" vote on Proposal 2.
Thirty percent of the shares entitled to vote present in person or
represented by proxy constitutes a quorum for the transaction of business at the
meeting. On proposals for which shareholders of a Fund vote separately, thirty
percent of the shares of the Fund entitled to vote at the meeting present in
person or represented by proxy constitutes a quorum of that Fund. For purposes
of determining the presence or absence of a quorum and for determining whether
sufficient votes have been received for approval of any matter to be acted upon
at the meeting, abstentions and broker non-votes will be treated as shares that
are present at the meeting but have not been voted.
If a quorum is not present in person or by proxy at the meeting, or if a
quorum is present at the meeting but not enough votes to approve a proposal are
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies. Any proposal for
adjournment for a Fund will require the vote of a majority of the shares of that
Fund represented at the meeting in person or by proxy. A vote may be taken on
one of the proposals in this proxy statement before adjournment if a quorum is
present and sufficient votes have been received for approval.
OTHER MATTERS
The board of trustees of the Trust knows of no other matters that are
intended to be brought before the meeting. If other matters are presented for
action, the proxies named in the enclosed form of proxy will vote on those
matters in their sole discretion.
SHAREHOLDER PROPOSALS
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Therefore, no date can be given by which a proposal by a
shareholder for consideration at such a meeting must be submitted. Any such
proposal should be submitted in writing to the Secretary of the Trust at its
principal offices at 227 West Monroe Street, Suite 3000, Chicago, Illinois
60606-5016. Upon submitting a proposal, the shareholder shall provide the Trust
with a written notice which includes the shareholder's name and address, the
number of shares of each fund that such shareholder holds of record or
beneficially, the dates upon which such shares were acquired, and documentary
support for a claim of beneficial ownership.
By order of the Board of Trustees,
Paula L. Rogers
Vice President and Secretary
November ___, 1997
13
<PAGE>
PROXY WANGER U.S. SMALL CAP
- --------------------------------------------------------------------------------
Special Meeting of Shareholders - December 30, 1997
This Proxy is Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints RALPH WANGER, CHARLES P. McQUAID AND PAULA L.
ROGERS and each or any of them, as proxies, with full power of substitution, to
vote all shares of WANGER U.S. SMALL CAP represented by this proxy which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on December 30, 1997, and at any adjournments thereof, with all powers the
undersigned would possess if personally present at such meeting.
The board of trustees recommends a Vote FOR Proposals 1 and 2.
1. Approval of a proposed new Investment Advisory Agreement between Wanger
Advisors Trust and Wanger Asset Management, L.P. relating to each of Wanger
U.S. Small Cap and Wanger International Small Cap.
FOR _______ AGAINST _______ ABSTAIN _______
2. Ratification of selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997.
FOR _______ AGAINST _______ ABSTAIN _______
3. In their sole discretion on any other matters properly coming before the
meeting or any adjournment or adjournments thereof.
(Please DATE AND SIGN on the reverse side
and return this proxy promptly in the enclosed envelope.)
<PAGE>
(continued from reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR Proposal 1, FOR Proposal 2, and in the sole discretion of the Proxies upon
such other business as may properly come before the meeting or any adjournment
or adjournments thereof.
Dated____________________________________, 1997
------------------------------------------------
Signature
------------------------------------------------
Signature if held jointly
IMPORTANT: Please date and sign exactly as your name appears hereon. When
signing as executor, administrator, trustee, agent, attorney, guardian, or
corporate officer, please set forth your full title. Joint owners must each
sign.
<PAGE>
PROXY WANGER INTERNATIONAL SMALL CAP
- --------------------------------------------------------------------------------
Special Meeting of Shareholders - December 30, 1997
This Proxy is Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints RALPH WANGER, CHARLES P. McQUAID AND PAULA L.
ROGERS and each or any of them, as proxies, with full power of substitution, to
vote all shares of Wanger International Small Cap represented by this proxy
which the undersigned is entitled to vote at the Special Meeting of Shareholders
to be held on December 30, 1997, and at any adjournments thereof, with all
powers the undersigned would possess if personally present at such meeting.
The board of trustees recommends a Vote FOR Proposals 1 and 2.
1. Approval of a proposed new Investment Advisory Agreement between Wanger
Advisors Trust and Wanger Asset Management, L.P. relating to each of Wanger
U.S. Small Cap and Wanger International Small Cap.
FOR _______ AGAINST _______ ABSTAIN _______
2. Ratification of selection of Ernst & Young LLP as the Funds' independent
public accountants for the fiscal year ending December 31, 1997.
FOR _______ AGAINST _______ ABSTAIN _______
3. In their sole discretion on any other matters properly coming before the
meeting or any adjournment or adjournments thereof.
(Please DATE AND SIGN on the reverse side
and return this proxy promptly in the enclosed envelope.)
<PAGE>
(continued from reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR Proposal 1, FOR Proposal 2, and in the sole discretion of the Proxies upon
such other business as may properly come before the meeting or any adjournment
or adjournments thereof.
Dated____________________________________, 1997
------------------------------------------------
Signature
------------------------------------------------
Signature if held jointly
IMPORTANT: Please date and sign exactly as your name appears hereon. When
signing as executor, administrator, trustee, agent, attorney, guardian, or
corporate officer, please set forth your full title. Joint owners must each
sign.
Exhibit A -- Advisory Agreement
