SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
WNL Series Trust
______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
_______________________________________________________________
[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:
_______________________________________________________________
WNL SERIES TRUST
AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO
("EMERGING GROWTH PORTFOLIO")
BEA GROWTH AND INCOME PORTFOLIO
("GROWTH & INCOME PORTFOLIO")
CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO
("INTERNATIONAL EQUITY PORTFOLIO")
BLACKROCK MANAGED BOND PORTFOLIO
("MANAGED BOND PORTFOLIO")
QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO
("ASSET ALLOCATION PORTFOLIO")
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO
("GOVERNMENT SECURITIES PORTFOLIO")
GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO
("GROWTH EQUITY PORTFOLIO")
GLOBAL ADVISORS MONEY MARKET PORTFOLIO
("MONEY MARKET PORTFOLIO")
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of WNL Series Trust, a Massachusetts business trust
("Trust"), will be held at the offices of Western National Life Insurance
Company, 5555 San Felipe, Suite 900, Houston, Texas 77056, on May 10, 1996, at
9:30 a.m., local time, to consider and act upon the following proposals and to
transact such other business as may properly come before the Meeting or any
adjournments thereof.
1. To elect six trustees to serve until their successors shall have been
duly elected and qualified;
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P. as
independent public accountants;
3. To approve the Investment Advisory Agreement between WNL Series Trust and
WNL Investment Advisory Services, Inc.
3.a. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and Van Kampen American Capital Asset Management, Inc. with
respect to the American Capital Emerging Growth Portfolio;
3.b. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and BEA Associates with respect to the BEA Growth and Income
Portfolio;
3.c. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and Credit Suisse Investment Management Limited with respect
to the Credit Suisse International Equity Portfolio;
3.d. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and BlackRock Financial Management with respect to the
BlackRock Managed Bond Portfolio;
3.e. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and OpCap Advisors (formerly Quest for Value Advisors) with
respect to the Quest for Value Asset Allocation Portfolio;
3.f. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and Salomon Brothers Asset Management Inc with respect to the
Salomon Brothers U.S. Government Securities Portfolio;
3.g. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and State Street Global Advisors with respect to the Global
Advisors Growth Equity Portfolio;
3.h. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and State Street Global Advisors with respect to the Global
Advisors Money Market Portfolio.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Please refer to the table on page 2 of the Proxy Statement that indicates
which Portfolio's Shareholders are solicited with respect to each Proposal.
Only Shareholders of record at the close of business on April 10, 1996, the
record date for this Meeting, shall be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE: IN FAVOR OF THE NOMINEES FOR
THE BOARD OF TRUSTEES LISTED IN THE PROXY STATEMENT; FOR THE RATIFICATION OF
THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE TRUST FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996; AND FOR THE
APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT AND THE SUB-ADVISORY AGREEMENTS.
By Order of the Board of Trustees,
April 24, 1996
Houston, Texas DWIGHT L. CRAMER
Secretary
WNL SERIES TRUST
AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO
("EMERGING GROWTH PORTFOLIO")
BEA GROWTH AND INCOME PORTFOLIO
("GROWTH & INCOME PORTFOLIO")
CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO
("INTERNATIONAL EQUITY PORTFOLIO")
BLACKROCK MANAGED BOND PORTFOLIO
("MANAGED BOND PORTFOLIO")
QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO
("ASSET ALLOCATION PORTFOLIO")
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO
("GOVERNMENT SECURITIES PORTFOLIO")
GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO
("GROWTH EQUITY PORTFOLIO")
GLOBAL ADVISORS MONEY MARKET PORTFOLIO
("MONEY MARKET PORTFOLIO")
5555 SAN FELIPE, HOUSTON, TEXAS 77056
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
The enclosed proxy is being solicited by and on behalf of the Board of
Trustees (the" Trustees" or "Board") of WNL Series Trust, a Massachusetts
business trust ("Trust"), of which the Emerging Growth Portfolio, the Growth
& Income Portfolio, the International Equity Portfolio, the Managed Bond
Portfolio, the Asset Allocation Portfolio, the Government Securities
Portfolio, the Growth Equity Portfolio and the Money Market Portfolio (each a
"Portfolio" and collectively the "Portfolios"), are separate series. This
proxy is for use at a Special Meeting ("Meeting") of shareholders
("Shareholders") of the Portfolios to be held jointly at the offices of
Western National Life Insurance Company, 5555 San Felipe, Suite 900, Houston,
Texas 77056, on May 10, 1996, at 9:30 a.m., local time, or any adjournments
thereof, for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders (the "Notice"). The Notice, this Proxy Statement, and
the accompanying proxy card(s) were first mailed to Shareholders on or about
April 24, 1996.
The Trustees have fixed the close of business on April 10, 1996 as the record
date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the Trust entitled to vote at the Meeting.
Shareholders on the Record Date will be entitled to one vote for each full
Share held and a fractional vote for each fractional Share.
As of the Record Date, there were 76,076.781 Shares of the Emerging
Growth Portfolio, 220,609.193 Shares of the Growth & Income Portfolio,
208,095.921 Shares of the International Equity Portfolio, 307,357.410
Shares of the Managed Bond Portfolio, 112,383.056 Shares of the Asset
Allocation Portfolio, 207,681.024 Shares of the Government Securities
Portfolio, 217,617.194 Shares of the Growth Equity Portfolio, and
514,193.980 Shares of the Money Market Portfolio outstanding. See page 18
for information concerning the substantial Shareholders of the Shares of the
Trust.
See page 18 for information concerning the substantial Shareholders of the
Shares of the Trust.
The following table indicates which Portfolio's Shareholders are solicited
with respect to each proposal.
PROXY STATEMENT SUMMARY TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Emerging Growth & International Managed Asset Government Growth Money
PROPOSALS Growth Income Equity Bond Allocation Securities Equity Market
- -------------------------------------- -------- -------- ------------- ------- ---------- ---------- ------ ------
1. To elect six trustees to serve
until their successors shall have been
duly elected and qualified; X X X X X X X X
2. To ratify the Board of Trustees'
selection of Coopers & Lybrand L.L.P.
as independent public accountants; X X X X X X X X
3. To approve the Investment Advisory
Agreement; X X X X X X X X
3.a. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and Van Kampen
American Capital Asset Management,
Inc.; X
3.b. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and BEA
Associates; X
3.c. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and Credit
Suisse Investment Management Limited; X
3.d. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and BlackRock
Financial Management; X
3.e. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and OpCap
Advisors (formerly Quest for Value
Advisors); X
3.f. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and Salomon
Brothers Asset Management Inc; X
3.g. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and State
Street Global Advisors; X
3.h. To approve a Sub-Advisory
Agreement between WNL Investment
Advisory Services, Inc. and State
Street Global Advisors; X
4. To transact such other business as
may properly come before the meeting X X X X X X X X
or any adjournment thereof.
</TABLE>
VOTING
The Declaration of Trust provides that a majority of the Shares of the Trust
entitled to vote at such meeting, represented in person or by proxy, must be
present to constitute a quorum at any meeting of Shareholders.
At any meeting of Shareholders, any holder of Shares entitled to vote thereat
may vote by proxy, provided that no proxy shall be voted at any meeting unless
it shall have been placed on file with the Secretary, or with such other
officer or agent of the Trust as the Secretary may direct, for the
verification prior to the time at which such vote shall be taken. Pursuant to
a resolution of a majority of the Trustees, proxies may be solicited in the
name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote and each full Share
shall be entitled to one vote and fractional Shares shall be entitled to
fractional votes. When any Share is held jointly by several persons, any
one of them may vote at any meeting in person or by proxy in respect of
such Share, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in
respect of such Share. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the
challenger. If the holder of any such Share is a minor or a person of
unsound mind, and subject to guardianship or to the legal control of any
other person as regards the charge or management of such Share, he may
vote by his guardian or such other person appointed or having such control,
and such vote may be given in person or by proxy.
Shares which represent interests in a particular Portfolio of the Trust vote
separately on those matters which pertain only to that Portfolio. These
matters are Proposal 3 and, as appropriate, any other business which may
properly come before the Meeting. With respect to such matters, a vote of all
Shareholders of the Trust may not be binding on a Portfolio whose Shareholders
have not approved such matter. The voting requirement for passage of a
particular proposal depends on the nature of the particular proposal. With
respect to Proposal 3, a vote of the "majority of the outstanding voting
securities" of a Portfolio, which shall mean the lesser of (i) 67% or more of
the Shares of the Portfolio entitled to vote thereon present in person or by
proxy at the Meeting if holders of more than 50% of the outstanding Shares of
the Portfolio are present in person or represented by proxy, or (ii) more than
50% of the outstanding Shares of the Portfolio, is necessary to approve the
Investment Advisory Agreement between the Trust, on behalf of each respective
Portfolio, and WNL Investment Advisory Services, Inc. (the "Adviser") and to
approve the Sub-Advisory Agreements between the Adviser and each of the
Sub-Advisers. With respect to Proposal 1, an affirmative vote of a majority
of the Shares of the Trust present in person or by proxy is required to elect
the nominee Trustees of the Trust.
The Trust was established to be used exclusively as the underlying investment
for certain variable annuity contracts ("Variable Contracts") to be issued by
Western National Life Insurance Company ("Western National Life"). All shares
of each Portfolio of the Trust are owned by Western National Life. Pursuant
to current interpretations of the Investment Company Act of 1940, as amended
(the "1940 Act"), Western National Life will solicit voting instructions from
owners of Variable Contracts with respect to matters to be acted upon at the
Meeting. All Shares of each Portfolio of the Trust will be voted by Western
National Life in accordance with voting instructions received from such
Variable Contract owners. Western National Life will vote all of the Shares
which it is entitled to vote in the same proportion as the voting instructions
given by Variable Contract owners, on the issues presented, including Shares
which are attributable to Western National Life's interest in the Trust.
Western National Life has fixed the close of business on May 9, 1996, as the
last day on which voting instructions will be accepted.
The costs of the Meeting will be paid by the Trust except that Western
National Life will assume the costs associated with the solicitation of voting
instructions from its Variable Contract owners. This Proxy is solicited by
the Trustees.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE: IN FAVOR OF THE NOMINEES FOR
THE BOARD OF TRUSTEES LISTED IN THIS PROXY STATEMENT; FOR THE RATIFICATION
OF THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE TRUST FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996; AND FOR THE
APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT AND THE SUB-ADVISORY AGREEMENTS.
The Trust knows of no business other than that described in proposals one
through four of the Notice which will be presented for consideration at the
Meeting. If any other matters are properly presented, it is the intention of
the persons named as proxies to vote proxies in accordance with their best
judgment. In the event a quorum is present at the Meeting but sufficient
votes to approve any of the Proposals are not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit further
solicitation of proxies provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of shareholders
based on a consideration of all relevant factors, including the nature of the
relevant proposal, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities
and the nature of the reasons for such further solicitation.
This Proxy Statement and the accompanying form of proxy will first be mailed
to shareholders on or about April 24, 1996.
PROPOSAL 1. ELECTION OF TRUSTEES
Management proposes that the six nominees listed below be elected trustees of
the Trust ("Trustees"). Each of the nominees listed below is currently a
Trustee of the Trust.
Unless you give contrary instructions in the proxy card, your proxy will be
voted to authorize the election of the six nominees. Each of the nominees has
indicated his willingness to continue to serve if elected. If any of the
nominees should withdraw or otherwise become unavailable for election for
unanticipated reasons, the proxies will exercise their voting power in favor
of such substitute nominee, if any, as the Trust's Board of Trustees may
designate. The Trust has no reason to believe it will be necessary to
designate substitute nominees.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TRUSTEE
-------
NAME AGE POSITION WITH TRUST AND PRINCIPAL OCCUPATION (1) SINCE
- ----------------------------- --- --------------------------------------------------- -------
Alden W. Brosseau* 68 Trustee of the Trust. Owner, Sonoma Group, 1995
16670 Arnold Drive Consulting to Management, since March, 1993; prior
Sonoma, CA 95476 to that, Vice President, Investment Administration
& Planning, American General Corporation.
John A. Graf* 36 Trustee of the Trust. Executive Vice President and 1995
5555 San Felipe, Suite 900 Chief Marketing Officer of Western National
Houston, Texas 77056 Corporation since December, 1993 and of Western
National Life since March, 1993; prior thereto,
Senior, Second or Assistant Vice President or
Vice President, Marketing of Conseco, Inc. and
Western National Corporation.
S. Tevis Grinstead 57 Trustee of the Trust. Retired since 1993; 1995
c/o Vinson & Elkins L.L.P. prior thereto, a partner with Vinson &
2300 First City Tower Elkins L.L.P
1001 Fannin
Houston, Texas 77002-6760
Hugh L. Hyde 53 Trustee of the Trust. Owner, HLH Consulting Inc. 1995
12 Greenway Plaza, Suite 1350 since November, 1994; from March 1, 1993 -
Houston, Texas 77046-1201 September 15, 1994, President and Director of
Texas Capital Bancshares, Inc. and its subsidiary
bank, Texas Capital Bank, N.A.; prior thereto, a
partner with KPMG Peat Marwick.
Melvin C. Payne 53 Trustee of the Trust. President and Chief 1995
Three Riverway, Suite 1375 Executive Officer of Carriage Services since 1991;
Houston, Texas 77045 prior thereto, an independent consultant to
various companies.
Richard W. Scott* 42 President, Principal Executive Officer and Trustee 1995
5555 San Felipe, Suite 900 of the Trust. Executive Vice President, General
Houston, Texas 77056 Counsel and Chief Investment Officer of Western
National Corporation and Western National Life
since February, 1994; prior thereto, a partner
with Vinson & Elkins L.L.P.
<FN>
________________________
* "Interested person" of the Trust within the meaning of the 1940 Act.
(1) The Table sets forth the principal occupation of each nominee for the past five years or
longer and the present position with the Trust held by each nominee who is an officer of the
Trust.
During the Trust's initial fiscal period ended December 31, 1995, the Board of Trustees of the
Trust held three meetings. All of the Trustees of the Trust attended at least 75% of these
meetings of the Board of Trustees of the Trust.
The Board of Trustees of the Trust has two standing committees, the Audit Committee and the
Pricing Committee. The Audit Committee makes recommendations to the Board concerning the
selection of the Trust's independent accountants, reviews with such accountants the scope and
results of the Trust's annual audit and considers any comments that the accountants may have
regarding the Trust's financial statements or books of account. The Pricing Committee reviews
the pricing procedures for the Trust, including use of outside pricing services and valuation
confirmation procedures.
Each of the non-interested Trustees will receive compensation from the Trust consisting of an
annual fee at the rate of $7,500 and a fee of $750 for attendance at each meeting of the Board
of Trustees plus additional fees for committee meeting attendance. The Trust pays each such
Trustee a fee of $750 for attending each meeting of any Board committee of which the Trustee is
a member if the committee meeting is held on a date other than when a Board of Trustees' meeting
is held. The Trust will continue to be responsible for such fees and expenses. As of the
Record Date, the Trustees and officers as a group owned no outstanding Shares of the Trust.
Investment advisory fees have been waived by the Adviser and sub-advisory fees from the Adviser
were waived by the Sub-Adviser for a period of the initial six months of each respective
Portfolio's investment operations. The fees are described under the captions "Information
Regarding the Investment Advisory Agreement and the Sub-Advisory Agreements."
COMPENSATION TABLE (1)
<CAPTION>
<S> <C> <C> <C> <C>
(3) (5)
Pension or Total Compensation
(2) Retirement (4) from
(1) Aggregate Benefits Accrued Estimated Annual Fund and Fund
Name of Person, Compensation as part of Benefits Complex
Position from Fund Fund Expenses upon Retirement Paid to Directors
Alden W. Brosseau, $ 10,500 -0- -0- $ 10,500
Trustee of the Trust
John A. Graf, -0- -0- -0- -0-
Trustee of the Trust
S. Tevis Grinstead, $ 10,500 -0- -0- $ 10,500
Trustee of the Trust
Hugh L. Hyde, $ 10,500 -0- -0- $ 10,500
Trustee of the Trust
Melvin C. Payne, $ 10,500 -0- -0- $ 10,500
Trustee of the Trust
Richard W. Scott -0- -0- -0- -0-
President, Principal
Executive Officer and
Trustee of the Trust
<FN>
________________________
(1) The information provided in the Compensation Table represents the estimated payments for the
current fiscal year January 1, 1996 through December 31, 1996 because the Trust commenced
investment operations in October 1995.
</TABLE>
The business and affairs of the Trust will be managed under the direction of
the Trustees nominated above, if this Proposal 1 is approved. The Trustees of
the Trust will hold office without limit in time except that: any Trustee may
resign (without need for prior or subsequent accounting) by an instrument in
writing signed by him and delivered or mailed to the Chairman, the President
or the Secretary and such resignation shall be effective upon such delivery,
or at a later date according to the terms of the notice. Any of the Trustees
may be removed with cause, by the action of two-thirds (2/3) of the remaining
Trustees. In the case of an existing vacancy (other than by reason of
increase in the number of Trustees) the holders of at least a majority of the
Shares entitled to vote, acting at any meeting of Shareholders called for the
purpose, or a majority of the Trustees continuing in office acting by
resolution, may fill such vacancy, and any Trustee so elected by the Trustees
shall hold office until his successor has been elected and has qualified to
serve as Trustee.
The officers of the Trust were elected by the Board of Trustees and will hold
office until their respective successors are chosen and qualified. The
Trust's officers currently receive no compensation from the Trust but are also
officers of the Adviser and certain of its affiliates and receive compensation
in such capacities. The following table sets forth certain information
concerning the current principal executive officers of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
Positions and Other Principal Occupations
Name and Age Offices with Trust in Past 5 Years
Richard W. Scott President, Principal Executive Vice President, General Counsel
42 Executive Officer and Trustee and Chief Investment Officer of Western
National Corporation and Western National
Life since February 1994; President,
Chief Executive Officer and Director of
the Adviser since September, 1994; prior
thereto, a partner with Vinson & Elkins
L.L.P.
Patrick F. Grady Vice President, Treasurer, Vice President, Treasurer, Principal
38 Principal Financial Officer Financial Officer and Principal
and Principal Accounting Accounting Officer of Western
Officer National Life since February 1994; prior
thereto, Vice President, Second Vice
President, Assistant Vice President -
Financial Reporting, Conseco, Inc.,
Carmel, Indiana.
Dwight L. Cramer Vice President and Secretary Senior Vice President - Law & Secretary
43 of Western National Life and Western
National Corporation since February 1996;
Secretary and Director of the Adviser
since September, 1994; prior thereto,
from November 1993 until February
1996, Vice President, Secretary
and Associate General Counsel of Western
National Life; prior thereto, from
January 1993 until November 1993, private
law practice, Houston, Texas; prior
thereto, from August 1988 until January
1993, partner and shareholder,
Chamberlain, Hrdlicka, White, Williams,
Martin, a law firm, Houston, Texas.
Kurt R. Fredland Vice President and Assistant Assistant Vice President - Variable
47 Treasurer Annuity Administration, Western National
Life since April 1994; Chief Financial
Officer and Director of the Adviser since
September, 1994; prior thereto, from
February 1993 to April 1994, a
financial consultant; prior thereto,
from April 1977 to February 1993, Senior
Vice President (and a number of other
positions at the same employer preceding
that position), First City Bancorporation
of Texas, Inc., Houston, Texas.
Evelyn M. Curran Assistant Secretary Staff Attorney, Western National Life
30 since March 1994; Assistant Secretary of
the Adviser since September, 1994; prior
thereto, from January 1991 to March 1994,
law student, South Texas College of Law,
Houston, Texas; prior thereto, from
August 1990 to August 1992, Underwriter
and Claims Representative, Farmers
Insurance Company, Santa Ana, California.
</TABLE>
REQUIRED VOTE
Authorization to vote for each nominee as a Trustee of the Trust requires the
affirmative vote of at least a majority of the Shares of the Trust present in
person or represented by proxy at the Meeting.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 1.
___________________________________
PROPOSAL 2. TO RATIFY THE SELECTION BY THE TRUSTEES
OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE PORTFOLIOS
The Trustees unanimously selected the firm of Coopers & Lybrand L.L.P. as each
Portfolio's independent public accountants to audit the books and the accounts
of that Portfolio for the fiscal year ending December 31, 1996.
The professional services which are expected to be rendered by Coopers &
Lybrand L.L.P. include the issuance of an opinion on the financial statements
of the Portfolios and an opinion on other reports filed with the SEC. Coopers
& Lybrand L.L.P. has advised each Portfolio that it has no material direct or
indirect ownership interest in the Portfolio. Coopers & Lybrand L.L.P. also
acts as independent public accountants for Western National Life.
REQUIRED VOTE
Ratification of the selection of Coopers & Lybrand L.L.P. as independent
public accountants for each Portfolio requires the affirmative vote of a
majority of Shares of the Trust present in person or represented by proxy at
the Meeting.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 2.
___________________________________
PROPOSAL 3. TO APPROVE THE INVESTMENT ADVISORY AGREEMENT
If approved by Shareholders, the Adviser will serve as the investment adviser
of the Portfolios pursuant to the Investment Advisory Agreement. A copy of
the Investment Advisory Agreement is attached as Exhibit A to this Proxy
Statement.
INFORMATION REGARDING THE INVESTMENT ADVISORY AGREEMENT
The Adviser serves as investment adviser to the Portfolios of the Trust
pursuant to the Investment Advisory Agreement, dated August 23, 1995, which
was approved by the Board of Trustees, including a majority of the
non-interested Trustees, on April 18, 1995 (the "Investment Advisory
Agreement"). This is the first time the Investment Advisory Agreement has
been submitted to the Shareholders for approval. The Adviser's address is
5555 San Felipe, Suite 900, Houston, Texas 77056. The Adviser also serves as
the Trust's administrator. Under the Investment Advisory Agreement, the
Adviser is obligated to formulate a continuing program for the
investment of the assets of each Portfolio of the Trust in a
manner consistent with each Portfolio's investment objectives, policies
and restrictions and to determine from time to time securities to be
purchased, sold, retained or lent by the Trust and to implement those
decisions. The Investment Advisory Agreement also provides that the
Adviser shall manage the Trust's business and affairs and shall
provide such services required for effective administration of the Trust as
are not provided by employees or other agents engaged by the Trust. The
Investment Advisory Agreement further provides that the Adviser shall furnish
the Trust with office space and necessary personnel, pay ordinary office
expenses, pay all executive salaries of the Trust and furnish, without expense
to the Trust, the services of such members of its organization as may be duly
elected officers or Trustees of the Trust. The Investment Advisory Agreement
provides that the Adviser may retain sub-advisers, at the Adviser's own cost
and expense, for the purpose of managing the investment of the assets of one
or more Portfolios of the Trust. The Investment Advisory Agreement states
that the Adviser is not obligated to provide services that are the subject of
any separate agreement or arrangement between the parties.
The biographical information on the following officers and directors of the
Adviser is set forth above under proposal 1: Richard W. Scott, President,
Chief Executive Officer and Director; Kurt R. Fredland, Chief Financial
Officer and Director; Dwight L. Cramer, Secretary and Director; Evelyn Curran,
Assistant Secretary.
As full compensation for its services under the Investment Advisory Agreement,
the Trust will pay the Adviser a monthly fee at the following annual rates
shown in the table below based on the average daily net assets of each
Portfolio.
<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO ADVISORY FEE
Emerging Growth .75% of average net assets
Growth & Income .75% of average net assets
International Equity .90% of average net assets
Managed Bond .55% of average net assets
Asset Allocation .65% of average net assets
Government Securities .475% of average net assets
Growth Equity .61% of average net assets
Money Market .45% of average net assets
</TABLE>
The Adviser has agreed to waive the entire advisory fee for each of the
Portfolios for the initial six months of each Portfolio's investment
operations. Additionally, the Adviser has agreed to waive the portion of
its advisory fee which is in excess of the amount payable by the Adviser
to each sub-adviser pursuant to the respective sub-advisory agreements
for each Portfolio until May 1, 1997.
For the period ended December 31, 1995, the Adviser waived its advisory
fees in the following amounts with respect to the Portfolios which were
operational for such period:
Portfolio Advisory Fees Waived
Growth and Income $3,106
International Equity 3,643
Growth Equity 2,490
Money Market 106
PROPOSAL 3.A. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
EMERGING GROWTH PORTFOLIO
If approved by Shareholders, VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT,
INC. ("VAN KAMPEN AMERICAN CAPITAL") will continue to serve as sub-adviser to
the Adviser with respect to the Emerging Growth Portfolio.
In accordance with the Emerging Growth Portfolio's investment objective and
policies and under the supervision of the Adviser and the Trustees, Van Kampen
American Capital is responsible for the day-to-day investment management of
the Emerging Growth Portfolio, makes investment decisions for the Emerging
Growth Portfolio and places orders on behalf of the Emerging Growth Portfolio
to effect the investment decisions made as provided in the Sub-Advisory
Agreement among Van Kampen American Capital, the Adviser and the Trust dated
August 23, 1995, which was approved by the Trustees, including a majority of
the non-interested Trustees, on April 18, 1995. A copy of such Sub-Advisory
Agreement is attached as Exhibit B to this Proxy Statement.
Van Kampen American Capital, One Parkview Plaza, Oakbrook Terrace, IL 60181,
is a diversified asset management company with more than two million retail
investor accounts, extensive capabilities for managing institutional
portfolios, more than $50 billion under management or supervision. Van Kampen
American Capital's more than 40 open-end and 38 closed-end funds and more than
2,800 unit investment trusts are professionally distributed by leading
financial advisers nationwide.
Van Kampen American Capital is a wholly-owned subsidiary of Van Kampen
American Capital, Inc., which is a wholly-owned subsidiary of VK/AC
Holding, Inc. VK/AC Holding, Inc. is controlled, through the ownership of a
substantial majority of its common stock, by The Clayton & Dubilier Private
Equity Fund IV Limited Partnership ("C&D L.P."), a Connecticut limited
partnership. C&D L.P. is managed by Clayton, Dubilier & Rice, Inc., a New
York-based private investment firm. The General Partner of C&D L.P. is
Clayton & Dubilier Associates IV Limited Partnership ("C&D Associates
L.P."). The general partners of C&D Associates L.P. are Joseph L. Rice III,
B. Charles Ames, Alberto Cribiore, William Barbe, Donald J. Gogel, Leon J.
Hendrix, Jr., Hubbard C Howe and Andrell E. Pearson, each of whom is a
principal of Clayton, Dubilier & Rice, Inc.
The name of the Emerging Growth Portfolio will be changed on May 1, 1996, to
"Van Kampen American Capital Emerging Growth Portfolio."
Gary M. Lewis is primarily responsible for the day-to-day management of the
Portfolio's investment portfolio. Mr. Lewis has been Vice President -
Portfolio Manager of Van Kampen American Capital since December 1987.
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to Van
Kampen American Capital, as full compensation for services rendered under the
Sub-Advisory Agreement with respect to the Emerging Growth Portfolio, a
monthly fee at the annual rate of .50% based on the average daily net assets
of the Emerging Growth Portfolio.
PROPOSAL 3.B. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
GROWTH & INCOME PORTFOLIO
If approved by Shareholders, BEA ASSOCIATES ("BEA") will continue to serve as
sub-adviser to the Adviser with respect to the Growth & Income Portfolio.
In accordance with the Growth & Income Portfolio's investment objective and
policies and under the supervision of the Adviser and the Trustees, BEA is
responsible for the day-to-day investment management of the Growth & Income
Portfolio, makes investment decisions for the Growth & Income Portfolio and
places orders on behalf of the Growth & Income Portfolio to effect the
investment decisions made as provided in the Sub-Advisory Agreement among BEA,
the Adviser and the Trust dated August 23, 1995, which was approved by the
Trustees, including a majority of the non-interested Trustees, on April 18,
1995. A copy of such Sub-Advisory Agreement is attached as Exhibit C to this
Proxy Statement.
BEA, One Citicorp Center, 153 East 53rd Street, New York, New York 10022, is a
general partnership organized under the laws of the State of New York and,
together with its predecessor firms, has been engaged in the investment
advisory business for over 50 years. Credit Suisse Capital Corporation ("CS
Capital") is an 80% partner and BasicAppraisals, Inc. is a 20% partner in BEA.
CS Capital is a wholly-owned subsidiary of Credit Suisse Investment
Corporation, which is a wholly-owned subsidiary of Credit Suisse, the second
largest Swiss bank, which in turn is a subsidiary of CS Holding, a Swiss
corporation. No one person or entity possesses a controlling interest in
Basic Appraisals, Inc.
BEA is a diversified asset manager, handling global equity, balanced,
fixed-income and derivative securities accounts for private individuals, as
well as corporate pension and profit-sharing plans, state pension funds, union
funds, endowments and other charitable institutions. As of December 31, 1995,
BEA managed approximately $27 billion in assets.
BEA currently acts as investment adviser for 74 registered investment
companies and 40 offshore funds.
The Growth & Income Portfolio is managed by teams of BEA managers, each
dedicated to managing a portion of the Portfolio's assets. The BEA Domestic
Equity Management Team manages the Equity Portion of the Growth & Income
Portfolio. The BEA Fixed Income Management Team manages the Fixed-Income
portion of the Growth & Income Portfolio.
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to BEA,
as full compensation for services rendered under the Sub-Advisory Agreement
with respect to the Growth & Income Portfolio, a monthly fee at the annual
rate of .50% based on the average daily net assets of the Growth & Income
Portfolio.
PROPOSAL 3.C. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
INTERNATIONAL EQUITY PORTFOLIO
If approved by Shareholders, CREDIT SUISSE INVESTMENT MANAGEMENT LIMITED
("CSIM") will continue to serve as sub-adviser to the Adviser with respect to
the International Equity Portfolio.
In accordance with the International Equity Portfolio's investment objective
and policies and under the supervision of the Adviser and the Trustees, CSIM
is responsible for the day-to-day investment management of the International
Equity Portfolio, makes investment decisions for the International Equity
Portfolio and places orders on behalf of the International Equity Portfolio to
effect the investment decisions made as provided in the Sub-Advisory Agreement
among CSIM, the Adviser and the Trust dated August 23, 1995, which was
approved by the Trustees, including a majority of the non-interested Trustees,
on April 18, 1995. A copy of such Sub-Advisory Agreement is attached as
Exhibit D to this Proxy Statement.
CSIM, One Cabot Square, London, England, is an indirect wholly-owned
subsidiary of Credit Suisse, the largest global financial services group based
in Switzerland, which in turn is a subsidiary of CS Holding, a Swiss
corporation.
The firm, which prior to June 1995 was owned by an affiliate of Credit Suisse
and was doing business under the name CS First Boston Investment Management
Limited, has been offering diverse global fixed-income and equity investment
strategies for institutional clients in over 35 countries worldwide since
1983. Clients include central banks and other government entities, insurance
companies, pension funds, multinational corporations, commercial banks and
other institutions. Individual portfolio holdings are denominated in more
than 15 currencies. The team of 51 investment professionals is dedicated to
adding value to the investment process by creating and implementing portfolio
strategies tailored to each client's needs.
At December 31, 1995, Credit Suisse Investment Management Group provided
investment advice for approximately $20 billion of assets.
The day-to-day management of the International Equity Portfolio is the
responsibility of Glenn Wellman, who joined the firm in 1993 as a Managing
Director and Head of Global Equity Portfolio Management. Mr. Wellman has been
investing in international markets since 1970. He has managed Europe
Australia Far East (EAFE) benchmark mutual funds as well as private accounts
for Fortune 100 clients since 1982. A worldwide equity team of 24
professionals supports Mr. Wellman. Prior to joining CSIM, Mr. Wellman spent
14 years with Alliance Capital Limited, most recently as Chief Investment
Officer with responsibility for developing Alliance's global equity management
service. He has been an Associate of the Institute of Investment Management
and Research since 1974. Mr. Wellman earned a BSc (Hons) in Chemistry from
the University of London and an MBA from Manchester Business School.
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to CSIM,
as full compensation for services rendered under the Agreement with respect to
the International Equity Portfolio, a monthly fee at the annual rate of .65%
based on the average daily net assets of the International Equity Portfolio.
PROPOSAL 3.D. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
MANAGED BOND PORTFOLIO
If approved by Shareholders, BLACKROCK FINANCIAL MANAGEMENT ("BLACKROCK") will
continue to serve as sub-adviser to the Adviser with respect to the Managed
Bond Portfolio.
In accordance with the Managed Bond Portfolio's investment objective and
policies and under the supervision of the Adviser and the Trustees, BlackRock
is responsible for the day-to-day investment management of the Managed Bond
Portfolio, makes investment decisions for the Managed Bond Portfolio and
places orders on behalf of the Managed Bond Portfolio to effect the investment
decisions made as provided in the Sub-Advisory Agreement among BlackRock, the
Adviser and the Trust dated August 23, 1995, which was approved by the
Trustees, including a majority of the non-interested Trustees, on April 18,
1995. A copy of such Sub-Advisory Agreement is attached as Exhibit E to this
Proxy Statement.
BlackRock, 345 Park Avenue, New York, New York 10154, is an independent
adviser that specializes in managing high-quality, fixed-income portfolios.
BlackRock currently manages over $39 billion of government, mortgage-backed,
corporate, asset-backed, and municipal securities.
BlackRock was founded in 1988 on the belief that experienced professionals
using a disciplined process and advanced analytical tools will consistently
add value to client portfolios. The firm has extensive experience creating,
analyzing and managing high-quality, fixed-income portfolios. BlackRock has
over 90 professionals including 14 portfolio managers and 30 quantitative,
credit and computer analysts. BlackRock provides fixed-income investment
management services to public and private pension plans, insurance companies,
mutual funds and international investors.
On June 16, 1994, BlackRock announced a definitive agreement to merge with a
subsidiary of PNC Bank, the nation's tenth largest banking organization. The
transaction closed on February 28, 1995, and resulted in no change of senior
portfolio management or client service personnel at BlackRock. In addition,
BlackRock professionals retained a significant ongoing economic interest in
the future earnings of BlackRock. BlackRock also retained its name and
location.
The day-to-day portfolio management of the Managed Bond Portfolio is the
responsibility of Keith Anderson and Glenn Henricksen.
Keith Anderson is a Partner at BlackRock, and co-head of the Portfolio
Management Group. Mr. Anderson is a member of both the firm's Management
Committee and its Investment Strategy Committee. Mr. Anderson has primary
responsibility for managing client portfolios and for acting as a
specialist in the government and mortgage sectors. His areas of expertise
include Treasuries, agencies, futures, options, swaps and a wide range
of traditional and non-traditional mortgage securities.
Prior to founding BlackRock in 1988, Mr. Anderson was a Vice President in
Fixed-Income Research at The First Boston Corporation. Mr. Anderson joined
First Boston in 1987 as a mortgage securities and derivative products
strategist working with institutional money managers. From 1983 to 1987, Mr.
Anderson was a Vice President and Portfolio Manager at Criterion Investment
Management Company where he had primary responsibility for a $2.8 billion
fixed-income portfolio and was an integral part of the firm's portfolio
management team.
Mr. Anderson has published numerous articles on fixed-income strategies,
including two articles in THE HANDBOOK OF FIXED INCOME OPTIONS: "Scenario
Analysis the Use of Options in Total Return Portfolio Management" and
"Measuring, Interpreting, and Applying Volatility within the Fixed Income
Market." Mr. Anderson received a Bachelor of Science in Economics and Finance
from Nichols College in 1981 and an MBA from Rice University in 1983.
Glenn Henricksen is a Vice President and Portfolio Manager at BlackRock. Mr.
Henricksen is a member of both the firm's Investment Strategy Committee and
its Credit Committee. Mr. Henricksen's primary responsibility is the
management of corporate securities in client portfolios.
Prior to joining BlackRock in 1992, Mr. Henricksen was a Portfolio Manager at
New York Life Insurance Company. Mr. Henricksen joined New York Life in 1988,
and was responsible for managing over $6 billion in corporate debt securities
and developing a Latin and emerging markets debt unit. Mr. Henricksen
previously worked as a corporate bond trader at Prudential-Bache Securities
and as an equity research analyst at Value Line.
Mr. Henricksen received a Bachelor of Science in Business in 1981, and an MBA
in Finance in 1982 from the State University of New York at Buffalo.
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to
BlackRock, as full compensation for services rendered under the Agreement with
respect to the Managed Bond Portfolio, a monthly fee at the annual rate of
.30% based on the average daily net assets of the Managed Bond Portfolio.
PROPOSAL 3.E. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
ASSET ALLOCATION PORTFOLIO
If approved by Shareholders, OPCAP ADVISORS ("OPCAP ADVISORS"), formerly Quest
for Value Advisors, will continue to serve as sub-adviser to the Adviser with
respect to the Asset Allocation Portfolio.
In accordance with the Asset Allocation Portfolio's investment objective and
policies and under the supervision of the Adviser and the Trustees, OpCap
Advisors is responsible for the day-to-day investment management of the Asset
Allocation Portfolio, makes investment decisions for the Asset Allocation
Portfolio and places orders on behalf of the Asset Allocation Portfolio to
effect the investment decisions made as provided in the Sub-Advisory Agreement
among OpCap Advisors, the Adviser and the Trust dated August 23, 1995, which
was approved by the Trustees, including a majority of the non-interested
Trustees, on April 18, 1995. A copy of such Sub-Advisory Agreement is
attached as Exhibit F to this Proxy Statement.
OpCap Advisors, formerly Quest for Value Advisors, One World Financial
Center, 200 Liberty Street, New York, New York 10281, is a general partnership
of which Oppenheimer Capital, an investment management firm, holds a 99%
interest and Oppenheimer Financial Corp. holds a 1% interest. Oppenheimer
Capital is a general partnership which is registered as an investment adviser
under the Investment Advisers Act of 1940, by whose employees all investment
management services performed under the Sub-Advisory Agreement are rendered to
the Asset Allocation Portfolio. Oppenheimer Financial Corp., a holding
company, holds a 33.3% interest in Oppenheimer Capital, and Oppenheimer
Capital, L.P., a Delaware limited partnership of which Oppenheimer Financial
Corp. is the sole general partner and whose units are traded on the New York
Stock Exchange, owns the remaining 66.7% interest. OpCap Advisors and its
affiliates have operated as investment advisers to both mutual funds and other
clients since 1968, and had over $39 billion under management as of
March 31, 1996.
The investments of the Asset Allocation Portfolio will be managed by Richard
J. Glasebrook II, Managing Director for OpCap Advisors.
The name of the Asset Allocation Portfolio will be changed on May 1, 1996 to
"EliteValue Asset Allocation Portfolio."
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to OpCap
Advisors, as full compensation for services rendered under the Agreement with
respect to the Asset Allocation Portfolio, a monthly fee at the annual rate
of .40% based on the average daily net assets of the Asset Allocation
Portfolio.
PROPOSAL 3.F. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
GOVERNMENT SECURITIES PORTFOLIO
If approved by Shareholders, SALOMON BROTHERS ASSET MANAGEMENT INC ("SBAM")
will continue to serve as sub-adviser to the Adviser with respect to the
Government Securities Portfolio.
In accordance with the Government Securities Portfolio's investment objective
and policies and under the supervision of the Adviser and the Trustees, SBAM
is responsible for the day-to-day investment management of the Government
Securities Portfolio, makes investment decisions for the Government Securities
Portfolio and places orders on behalf of the Government Securities Portfolio
to effect the investment decisions made as provided in the Sub-Advisory
Agreement among SBAM, the Adviser and the Trust dated August 23, 1995, which
was approved by the Trustees, including a majority of the non-interested
Trustees, on April 18, 1995. A copy of such Sub-Advisory Agreement is
attached as Exhibit G to this Proxy Statement.
SBAM, 7 World Trade Center, New York, New York 10048, is an indirect,
wholly-owned subsidiary of Salomon Inc ("SI") incorporated in 1987. Through
its office in New York and affiliates in London, Frankfurt, Hong Kong and
Tokyo, SBAM provides a full range of fixed-income and equity investment
advisory services for its individual and institutional clients around
the world, including central banks, pension funds, endowments, insurance
companies, and various investment companies (including portfolios thereof).
As of December 31, 1995, SBAM had investment advisory responsibility for
approximately $13 billion of assets. SBAM has access to SI's more than
400 economists, mortgage, bond, sovereign and equity analysts.
Steven Guterman is primarily responsible for the day-to-day management of the
Government Securities Portfolio. Mr. Guterman is assisted in the management
of the Government Securities Portfolio by Roger Lavan.
Mr. Guterman, who joined SBAM in 1990, is a Senior Portfolio Manager, and is
responsible for the day-to-day management of SBAM managed portfolios which
invest primarily in mortgage-backed and U.S. Government securities. Mr.
Guterman jointed Salomon Brothers Inc in 1983. He initially worked in the
mortgage research group where he became a Research Director and later traded
derivative mortgage-backed securities for Salomon Brothers Inc.
Mr. Lavan joined SBAM in 1990, is a Portfolio Manager, and is responsible for
investment company and institutional portfolios which invest in
mortgage-backed and U.S. Government securities. Prior to joining SBAM, Mr.
Lavan spent four years analyzing portfolios for Salomon Brothers Inc's Fixed
Income Sales Group and Product Support Divisions. Mr. Lavan is a Chartered
Financial Analyst, a member of the New York Society of Security Analysts, and
received his MBA from Fordham University in 1990.
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to SBAM,
as full compensation for services rendered under the Agreement with respect to
the Government Securities Portfolio, a monthly fee at the annual rate of
.225% based on the average daily net assets of the Government Securities
Portfolio.
PROPOSALS 3.G. AND 3.H. TO APPROVE THE SUB-ADVISORY AGREEMENT FOR THE
GROWTH EQUITY AND MONEY MARKET PORTFOLIOS
If approved by Shareholders of each of the Growth Equity and Money Market
Portfolios, STATE STREET GLOBAL ADVISORS will continue to serve as sub-adviser
to the Adviser with respect to these two Portfolios.
In accordance with the investment objective and policies of each of the Growth
Equity and Money Market Portfolios and under the supervision of the Adviser
and the Trustees, State Street Global Advisors is responsible for the
day-to-day investment management of the Portfolios, makes investment decisions
for the Portfolios and places orders on behalf of the Portfolios to effect the
investment decisions made as provided in the Sub-Advisory Agreement among
State Street Global Advisors, the Adviser and the Trust dated August 23, 1995,
which was approved by the Trustees, including a majority of the non-interested
Trustees, on April 18, 1995. A copy of such Sub-Advisory Agreement is
attached as Exhibit H to this Proxy Statement.
State Street Global Advisors, Two International Place, Boston, MA 02110, is
the investment management division of State Street Bank and Trust Company.
State Street Bank and Trust Company, one of the largest providers of
securities processing and record keeping services for U.S. mutual funds and
pension funds, is a wholly-owned subsidiary of State Street Boston
Corporation, a publicly held bank holding company. State Street Global
Advisors, with over $225 billion (U.S.) under management as of December 31,
1995, provides complete global investment management services from offices in
the United States, London, Sydney, Hong Kong, Tokyo, Toronto, Luxembourg,
Melbourne, Montreal and Paris.
Investment decisions regarding the Growth Equity Portfolio are made by
committee, and no one person is primarily responsible for making
recommendations to that committee.
SUB-ADVISORY FEE
Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to State
Street Global Advisors, as full compensation for services rendered under the
Agreement with respect to the Growth Equity Portfolio, a monthly fee at the
annual rate of .36% based on the average daily net assets of the Growth Equity
Portfolio and with respect to the Money Market Portfolio, a monthly fee at
the annual rate of .20% based on the average daily net assets of the Money
Market Portfolio.
BOARD OF TRUSTEES' EVALUATION
The Board, including the non-interested Trustees, has determined that the
approval of the Investment Advisory Agreement and Sub-Advisory Agreements on
behalf of the Trust will enable the Trust to obtain services of high quality
at costs deemed appropriate, reasonable and in the best interests of the Trust
and its Shareholders.
The Trustees, at the organizational meeting of the Trust held on April 18-19,
1995, met with personnel of the Adviser and each of the Sub-Advisers,
including portfolio managers. Extensive presentations were made at this
meeting by the Adviser and Sub-Advisers concerning, among other things, the
background and experience of advisory personnel; types of other advisory
clients; and investment strategies, philosophies, techniques and methods of
analysis. The Trustees were also presented with materials containing detailed
performance histories for other accounts managed by the Sub-Advisers,
including performance histories of other investment companies.
In evaluating the Investment Advisory Agreement and Sub-Advisory Agreements,
the Board took into account the following factors: (i) the qualifications of
the Adviser and Sub-Advisers to provide investment advisory services,
including the credentials and investment experience of their respective
officers and employees; (ii) the range of services provided by the Adviser and
Sub-Advisers; (iii) the qualifications of the Adviser and Sub-Advisers to
provide an appropriate range of management and administrative services; (iv)
the performance record of the Adviser and Sub-Advisers; (v) the financial
condition of the Adviser and Sub-Advisers; (vi) the terms of the agreements;
and (vii) the appropriateness of the advisory and sub-advisory fees, which may
include, among other things, the benefits derived by the Adviser and/or
Sub-Advisers from the relationship with the respective Portfolio such as soft
dollar arrangements by which brokers provide services to the Portfolio or its
investment adviser or sub-adviser would otherwise have to pay for.
Based upon its review, the Board concluded that the Investment Advisory
Agreement and Sub-Advisory Agreements are in the best interest of the Trust
and the Trust's Shareholders. Accordingly, after consideration of the above
factors, and such other factors and information that it deemed relevant, the
Board, including the non-interested Trustees, unanimously approved the
Investment Advisory Agreement and Sub-Advisory Agreements and voted to
recommend their approval to the Shareholders of the Trust.
REQUIRED VOTE
Approval of the Investment Advisory Agreement and the Sub-Advisory Agreements
requires the vote of a majority of the outstanding Shares of a Portfolio.
With respect to Proposal 3, a vote of the "majority of the outstanding voting
securities" of a Portfolio shall mean the lesser of (i) more than 50% of the
beneficial interests in each Portfolio or (ii) 67% or more of the beneficial
interests in each Portfolio present at the meeting of investors of the
Portfolio if the holders of at least 50% of the interests in the Portfolio are
present in person or represented by proxy. If the Investment Advisory
Agreement and the Sub-Advisory Agreements are not approved, the Trustees of
the Trust would consider the situation and formulate or consider plans with
regard to the provision of investment advisory and administration services to
the Portfolios.
______________________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 3 AND
PROPOSALS 3A, 3B, 3C, 3D, 3E, 3F, 3G, AND 3H
_____________________________________________
SUBSTANTIAL SHAREHOLDERS
As of the Record Date, WNL Separate Account A, a separate account of Western
National Life, was known to the Board of Trustees and the management of the
Trust to own of record 100% of the Shares. On that date, the Officers and
Trustees of the Trust together owned no Variable Contracts.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Trust's Annual Report to Shareholders, which includes audited financial
statements of the Trust as of December 31, 1995 may be obtained without charge
by calling (800) 910-4455 or writing to Western National Life at 5555 San
Felipe, Suite 900, Houston, Texas 77056.
OTHER BUSINESS
The Trustees know of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of the
persons therein designated.
All Shareholders are urged to mark, date, sign and return the Proxy Card in
the enclosed envelope, which requires no postage if mailed in the United
States.
By Order of the Board of Trustees,
Dwight L. Cramer
Secretary
Dated: Houston, Texas
April 24, 1996
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the 23rd day of August, 1995 between WNL SERIES TRUST,
an unincorporated business trust organized under the laws of the Commonwealth
of Massachusetts (the "Trust"), and WNL INVESTMENT ADVISORY SERVICES, INC., a
Delaware corporation (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "Act");
WHEREAS, the Trust is authorized to issue separate series, each of which
offers a separate class of shares of common stock, each having its own
investment objective or objectives, policies and limitations;
WHEREAS, the Trust currently offers shares in eight series, designated as the
American Capital Emerging Growth Portfolio, BEA Growth and Income Portfolio,
Credit Suisse International Equity Portfolio, BlackRock Managed Bond
Portfolio, Quest for Value Asset Allocation Portfolio, Salomon Brothers U.S.
Government Securities Portfolio, Global Advisors Growth Equity Portfolio and
Global Advisors Money Market Portfolio ("Current Series"), and the Trust may
offer shares of one or more additional series in the future;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management and administrative services to the Trust with respect to each
Current Series as indicated on the signature page in the manner and on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF THE ADVISER.
1.1 INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as the investment
adviser to the Trust and, as such, shall (i) obtain and evaluate such
information relating to the economy, industries, business, securities markets
and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Trust in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from
time to time securities to be purchased, sold, retained or lent by the Trust,
and implement those decisions, including the selection of entities with or
through which such purchases, sales or loans are to be effected; provided,
that the Adviser will place orders pursuant to its investment determinations
either directly with the issuer or with a broker or dealer, and if with a
broker or dealer, (a) will attempt to obtain the best net price and most
favorable execution of its orders, and (b) may nevertheless in its discretion
purchase and sell portfolio securities from and to brokers and dealers who
provide the Adviser with research, analysis, advice and similar services and
pay such brokers and dealers in return a higher commission or spread than may
be charged by other brokers or dealers.
The Trust hereby authorizes any entity or person associated with the Adviser
or any Sub-Adviser retained by Adviser pursuant to Section 7 of this
Agreement, which is a member of a national securities exchange, to effect any
transaction on the exchange for the account of the Trust which is permitted by
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(iv).
The Adviser shall carry out its duties with respect to the Trust's investments
in accordance with applicable law and the investment objectives, policies and
restrictions set forth in the Trust's then-current Prospectus and Statement of
Additional Information, and subject to such further limitations as the Trust
may from time to time impose by written notice to the Adviser.
1.2 ADMINISTRATIVE SERVICES. The Adviser shall manage the Trust's business
and affairs and shall provide such services required for effective
administration of the Trust as are not provided by employees or other agents
engaged by the Trust; provided, that the Adviser shall not have any obligation
to provide under this Agreement any direct or indirect services to Trust
shareholders, any services related to the distribution of Trust shares, or any
other services which are the subject of a separate agreement or arrangement
between the Trust and the Adviser. Subject to the foregoing, in providing
administrative services hereunder, the Adviser shall:
1.2.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without cost to the
Trust, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Trust's needs.
1.2.2 PERSONNEL. Provide, without remuneration from or other cost to the
Trust, the services of individuals competent to perform all of the Trust's
executive, administrative and clerical functions which are not performed by
employees or other agents engaged by the Trust or by the Adviser acting in
some other capacity pursuant to a separate agreement or arrangement with the
Trust.
1.2.3 AGENTS. Assist the Trust in selecting and coordinating the activities
of the other agents engaged by the Trust, including the Trust's shareholder
servicing agent, custodian, independent auditors and legal counsel.
1.2.4 TRUSTEES AND OFFICERS. Authorize and permit the Adviser's directors,
officers and employees who may be elected or appointed as Trustees or officers
of the Trust to serve in such capacities, without remuneration from or other
cost to the Trust.
1.2.5 BOOKS AND RECORDS. Assure that all financial, accounting and other
records required to be maintained and preserved by the Trust are maintained
and preserved by it or on its behalf in accordance with applicable laws and
regulations.
1.2.6 REPORTS AND FILINGS. Assist in the preparation of (but not pay for)
all periodic reports by the Trust to its shareholders and all reports and
filings required to maintain the registration and qualification of the Trust
and Trust shares, or to meet other regulatory or tax requirements applicable
to the Trust, under federal and state securities and tax laws.
1.3 ADDITIONAL SERIES. In the event that the Trust from time to time
designates one or more series in addition to the Current Series ("Additional
Series"), it shall notify the Adviser in writing. If the Adviser is willing to
perform services hereunder to the Additional Series, it shall so notify the
Trust in writing. Thereupon, the Trust and the Adviser shall enter into an
Addendum to this Agreement for the Additional Series and the Additional Series
shall be subject to this Agreement.
2. EXPENSES OF THE TRUST.
2.1 EXPENSES TO BE PAID BY ADVISER. The Adviser shall pay all salaries,
expenses and fees of the officers, Trustees and employees of the Trust who are
officers, directors or employees of the Adviser.
In the event that the Adviser pays or assumes any expenses of the Trust not
required to be paid or assumed by the Adviser under this Agreement, the
Adviser shall not be obligated hereby to pay or assume the same or any similar
expense in the future; provided, that nothing herein contained shall be deemed
to relieve the Adviser of any obligation to the Trust under any separate
agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE TRUST. The Trust shall bear all expenses of
its operation, except those specifically allocated to the Adviser under this
Agreement or under any separate agreement between the Trust and the Adviser.
Subject to any separate agreement or arrangement between the Trust and the
Adviser, the expenses hereby allocated to the Trust, and not to the Adviser,
include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and other agents for
the transfer, receipt, safekeeping, and servicing of its cash, securities, and
other property.
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged
by the Trust to service shareholder accounts.
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting in type,
printing and distributing reports and other communications to shareholders.
2.2.4 PROSPECTUSES. All expenses of preparing, setting in type, printing and
mailing annual or more frequent revisions of the Trust's Prospectus and
Statement of Additional Information and any supplements thereto and of
supplying them to shareholders.
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of computing the Trust's
net asset value per share, including any equipment or services obtained for
the purpose of pricing shares or valuing the Trust's investment portfolio.
2.2.6 COMMUNICATIONS. All charges for equipment or services used for
communications between the Adviser or the Trust and any custodian, shareholder
servicing agent, portfolio accounting services agent, or other agent engaged
by the Trust.
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and expenses of
the Trust's legal counsel and independent auditors.
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of Trustees other than
those affiliated with the Adviser, all expenses incurred in connection with
such unaffiliated Trustees' services as Trustees, and all other expenses of
meetings of the Trustees and committees of the Trustees.
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to holding meetings of
shareholders, including the printing of notices and proxy materials, and proxy
solicitation therefor.
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust under the Act and the registration
of the Trust's shares under the Securities Act of 1933 (the "1933 Act"),
including all fees and expenses incurred in connection with the preparation,
setting in type, printing, and filing of any Registration Statement,
Prospectus and Statement of Additional Information under the 1933 Act or the
Act, and any amendments or supplements that may be made from time to time.
2.2.11 STATE REGISTRATION FEES. All fees and expenses of qualifying and
maintaining the qualification of the Trust and of the Trust's shares for sale
under the securities laws of various states or jurisdictions, and of
registration and qualification of the Trust under all other laws applicable to
the Trust or its business activities (including registering the Trust as a
broker-dealer, or any officer of the Trust or any person as agent or salesman
of the Trust in any state).
2.2.12 SHARE CERTIFICATES. All expenses of preparing and transmitting the
Trust's share certificates.
2.2.13 CONFIRMATIONS. All expenses incurred in connection with the issue and
transfer of Trust shares, including the expenses of confirming all share
transactions.
2.2.14 BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by the
Trustees of the Trust, including, without limitation, such bond, liability and
other insurance expenses that may from time to time be allocated to the Trust
in a manner approved by its Trustees.
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and other charges
incident to the purchase, sale or lending of the Trust's portfolio securities.
2.2.16 TAXES. All taxes or governmental fees payable by or with respect to
the Trust to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes.
2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other expenses incurred in
connection with the Trust's membership in any trade association or other
investment organization.
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring and
extraordinary expenses as may arise including the costs of actions, suits, or
proceedings to which the Trust is a party and the expenses the Trust may incur
as a result of its legal obligation to provide indemnification to its
officers, Trustees and agents.
3. ADVISORY FEE.
3.1 FEE. As compensation for all services rendered, facilities provided and
expenses paid or assumed by the Adviser under this Agreement, the Trust shall
pay the Adviser on the last day of each month, or as promptly as possible
thereafter, a fee calculated at the annual rate of the average daily net
assets during such month of each series of the Trust as set forth below:
3.1.1 AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO. .75% of average daily net
assets.
3.1.2 BEA GROWTH AND INCOME PORTFOLIO. .75% of average daily net assets.
3.1.3 CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO. .90% of average daily
net assets.
3.1.4 BLACKROCK MANAGED BOND PORTFOLIO. .55% of average daily net assets.
3.1.5 QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO. .65% of average daily net
assets.
3.1.6 SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO. .475% of
average daily net assets.
3.1.7 GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO. .61% of average daily net
assets.
3.1.8 GLOBAL ADVISORS MONEY MARKET PORTFOLIO. .45% of average daily net
assets.
4. RECORDS.
4.1 TAX TREATMENT. The Adviser shall maintain the books and records of the
Trust in such a manner that treats each series as a separate entity for
federal income tax purposes.
4.2 OWNERSHIP. All records required to be maintained and preserved by the
Trust pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission under Section 31(a) of the Act and maintained and
preserved by the Adviser on behalf of the Trust are the property of the Trust
and shall be surrendered by the Adviser promptly on request by the Trust;
provided, that the Adviser may at its own expense make and retain copies of
any such records.
5. REPORTS TO ADVISER.
The Trust shall furnish or otherwise make available to the Adviser such copies
of the Trust's Prospectus, Statement of Additional Information, financial
statements, proxy statements, reports, and other information relating to its
business and affairs as the Adviser may, at any time or from time to time,
reasonably require in order to discharge its obligations under this Agreement.
6. REPORTS AND DISCLOSURE TO THE TRUST.
The Adviser shall prepare and furnish to the Trust such reports, statistical
data and other information in such form and at such intervals as the Trust
may reasonably request. The Adviser shall deliver to the Trust a copy of
Part II of Adviser's Form ADV at least annually.
7. RETENTION OF SUB-ADVISER(S).
Subject to the Trust's obtaining the initial and periodic approvals required
under Section 15 of the Act, the Adviser may retain one or more sub-advisers,
at the Adviser's own cost and expense, for the purpose of managing the
investment of the assets of one or more Series of the Trust. Retention of
one or more sub-advisers shall in no way reduce the responsibilities or
obligations of the Adviser under this Agreement and the Adviser shall be
responsible to the Trust for all acts or omissions of any sub-adviser in
connection with the performance of the Adviser's duties hereunder.
8. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Adviser or any
affiliated person of the Adviser to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. LIMITATION OF LIABILITY OF ADVISER AND ITS PERSONNEL.
Neither the Adviser nor any director, officer or employee of the Adviser
performing services for the Trust at the direction or request of the Adviser
in connection with the Adviser's discharge of its obligations hereunder shall
be liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with any matter to which this Agreement relates,
and the Adviser shall not be responsible for any action of the Trustees of the
Trust in following or declining to follow any advice or recommendation of the
Adviser; PROVIDED, that nothing herein contained shall be construed (i) to
protect the Adviser against any liability to the Trust or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Adviser's duties, or
by reason of the Adviser's reckless disregard of its obligations and duties
under this Agreement, or (ii) to protect any director, officer or employee of
the Adviser who is or was a Trustee or officer of the Trust against any
liability of the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Trust.
10. INDEMNIFICATION.
The Trust shall indemnify and hold harmless the Adviser, its officers and
directors and each person, if any, who controls the Adviser within the meaning
of Section 15 of the 1933 Act (any and all such persons shall be referred to
as "Indemnified Party"), against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of any matter to which this
Investment Advisory Agreement relates. However, in no case (i) is this
indemnity to be deemed to protect any particular Indemnified Party against any
liability to which such Indemnified Party would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Investment Advisory Agreement or (ii) is the Trust to be liable
under this indemnity with respect to any claim made against any particular
Indemnified Party unless such Indemnified Party shall have notified the Trust
in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon the Adviser or such controlling persons.
The Adviser shall indemnify and hold harmless the Trust and each of its
directors and officers and each person if any who controls the Trust within
the meaning of Section 15 of the 1933 Act, against any loss, liability,
claim, damage or expense described in the foregoing indemnity, but only
with respect to the Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties under this Investment Advisory
Agreement. In case any action shall be brought against the Trust or any
person so indemnified, in respect of which indemnity may be sought
against the Adviser, the Adviser shall have the rights and duties given
to the Trust, and the Trust and each person so indemnified shall have the
rights and duties given to the Adviser by the provisions of subsections (i)
and (ii) of this section.
11. NO PERSONAL LIABILITY OF TRUSTEES OR SHAREHOLDERS.
This Agreement is made by the Trust on behalf of its various Current Series
pursuant to authority granted by the Trustees, and the obligations created
hereby are not binding on any of the Trustees or shareholders of the Trust
individually, but bind only the property of each Current Series of the Trust.
12. EFFECT OF AGREEMENT.
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Declaration of Trust or its By-Laws or any applicable
law, regulation or order to which it is subject or by which it is bound, or to
relieve or deprive the Trustees of the Trust of their responsibility for and
control of the conduct of the business and affairs of the Trust.
13. TERM OF AGREEMENT.
The term of this Agreement shall begin on the date first above written, and
unless sooner terminated as hereinafter provided, this Agreement shall remain
in effect through August 22, 1997. Thereafter, this Agreement shall continue
in effect with respect to the Trust from year to year, subject to the
termination provisions and all other terms and conditions hereof; PROVIDED,
such continuance with respect to the Trust is approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Trust or by the Trustees of the Trust; PROVIDED, that in either event such
continuance is also approved annually by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of either party hereto; and PROVIDED FURTHER that the Adviser shall
not have notified the Trust in writing at least sixty (60) days prior to
August 22, 1997, or at least sixty (60) days prior to August 22 of any year
thereafter that it does not desire such continuation. The Adviser shall
furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment thereof.
14. AMENDMENT OR ASSIGNMENT OF AGREEMENT.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; PROVIDED, that no such amendment shall be effective unless authorized
on behalf of the Trust (i) by resolution of the Trust's Trustees, including
the vote or written consent of a majority of the Trust's Trustees who are not
parties to this Agreement or interested persons of either party hereto, and
(ii) by vote of a majority of the outstanding voting securities of the Trust.
This Agreement shall terminate automatically and immediately in the event of
its assignment.
15. TERMINATION OF AGREEMENT.
This Agreement may be terminated at any time by either party hereto, without
the payment of any penalty, upon sixty (60) days' prior written notice to the
other party; PROVIDED, that in the case of termination by the Trust, such
action shall have been authorized (i) by resolution of the Trust's Board of
Trustees, including the vote or written consent of Trustees of the Trust who
are not parties to this Agreement or interested persons of either party
hereto, or (ii) by vote of a majority of the outstanding voting securities of
the Trust.
16. INTERPRETATION AND DEFINITION OF TERMS.
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Act shall be resolved by reference to such term or provision of the Act and to
interpretation thereof, if any, by the United States courts, or, in the
absence of any controlling decision of any such court, by rules, regulations
or orders of the Securities and Exchange Commission validly issued pursuant to
the Act. Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested persons," "assignment" and "affiliated person," as
used in this Agreement shall have the meanings assigned to them by Section
2(a) of the Act. In addition, when the effect of a requirement of the Act
reflected in any provision of this Agreement is modified, interpreted or
relaxed by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
17. CAPTIONS.
The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
18. EXECUTION IN COUNTERPARTS.
This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the date and year first above written.
<TABLE>
<CAPTION>
<S> <C>
WNL SERIES TRUST for its American Capital
Emerging Growth Portfolio, BEA Growth and
Income Portfolio, Credit Suisse International
Equity Portfolio, BlackRock Managed Bond
Portfolio, Quest for Value Asset Allocation
Portfolio, Salomon Brothers U.S. Government
Securities Portfolio, Global Advisors Growth
Equity Portfolio and Global Advisors Money
Market Portfolio
Attest:
/S/EVELYN M. CURRAN By:/S/DWIGHT L. CRAMER
__________________________ ____________________________________________
Assistant Secretary Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
Attest:
/S/EVELYN M. CURRAN By:/S/KURT R. FREDLAND
__________________________ ____________________________________________
Assistant Secretary Vice President
</TABLE>
EXHIBIT B
WNL SERIES TRUST
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of August 23, 1995, among VAN KAMPEN AMERICAN CAPITAL ASSET
MANAGEMENT, INC., a Delaware corporation (the "Sub-Adviser"), WNL INVESTMENT
ADVISORY SERVICES, INC., a Delaware corporation (the "Adviser"), and WNL
SERIES TRUST, a Massachusetts business trust (the "Trust").
WHEREAS, Adviser has entered into an Investment Advisory Agreement (referred
to herein as the "Advisory Agreement"), dated August 23, 1995, with the Trust,
under which Adviser has agreed to act as investment adviser to the Trust,
which is registered as an open-end diversified management investment company
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Advisory Agreement provides that the Adviser may engage a
sub-adviser or sub-advisers for the purpose of managing the investments of the
Portfolios of the Trust; and
WHEREAS, the Adviser desires to retain Sub-Adviser, which is engaged in the
business of rendering investment management services, to provide certain
investment management services for the American Capital Emerging Growth
Portfolio (the "Portfolio") of the Trust as more fully described below; and
WHEREAS, it is the purpose of this Agreement to express the mutual agreements
of the parties hereto with respect to the services to be provided by
Sub-Adviser to Adviser with respect to the Portfolio and the terms and
conditions under which such services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF SUB-ADVISER. The Sub-Adviser shall act as investment counsel
to the Adviser with respect to the Portfolio. In this capacity, Sub-Adviser
shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to the Adviser as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of the Adviser or the Trust
and furnish oral or written reports, as the Adviser may reasonably require, in
order to keep the Adviser and its officers and the Trustees of the Trust and
appropriate officers of the Trust fully informed as to the condition of the
investment securities of the Portfolio, the investment recommendations of the
Sub-Adviser, and the investment considerations which have given rise to those
recommendations;
(c) to furnish such statistical and analytical information and reports
as may reasonably be required by the Adviser from time to time; and
(d) to supervise and place orders for the purchase, sale, exchange and
conversion of securities as directed by the appropriate officers of the Trust
or of the Adviser.
2. OBLIGATIONS OF THE ADVISER. The Adviser shall have the following
obligations under this Agreement:
(a) to keep the Sub-Adviser continuously and fully informed as to the
composition of the Portfolio's investment securities and the nature of the
Portfolio's assets and liabilities;
(b) to keep the Sub-Adviser continually and fully advised of the
Portfolio's investment objectives, and any modifications and changes thereto,
as well as any specific investment restrictions or limitations by sending the
Sub-Adviser copies of each registration statement;
(c) to furnish the Sub-Adviser with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
statements or reports made by the Trust to shareholders or to any governmental
body or securities exchange and to inform the Sub-Adviser of the results of
any audits or examinations by regulatory authorities pertaining to the
Portfolio, if these results affect the services provided by the Sub-Adviser
pursuant to this Agreement;
(d) to furnish the Sub-Adviser with any further materials or information
which the Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement; and
(e) to compensate the Sub-Adviser for its services under this Agreement
by the payment of fees as set forth in Exhibit A attached hereto.
3. PORTFOLIO TRANSACTIONS. The Sub-Adviser shall place all orders for the
purchase and sale of portfolio securities for the account of the Portfolio
with broker-dealers selected by the Sub-Adviser. In executing portfolio
transactions and selecting broker-dealers, the Sub-Adviser will use its best
efforts to seek best execution on behalf of the Portfolio. In assessing the
best execution available for any transaction, the Sub-Adviser shall 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 (all for the specific transaction and on a continuing basis). In
evaluating the best execution available, and in selecting the broker-dealer to
execute a particular transaction, the Sub-Adviser may also consider the
brokerage and research services (as those terms are used in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Sub-Adviser, an affiliate of the Sub-Adviser (to the
extent permitted by law) or another investment adviser of the Portfolio
exercises investment discretion. The Sub-Adviser is authorized to cause the
Portfolio to pay a broker-dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Portfolio
which is in excess of the amount of commission another broker-dealer would
have charged for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in relation to
the value of the brokerage and research services provided by such
broker-dealer viewed in terms of that particular transaction or in terms of
all of the accounts over which investment discretion is so exercised.
4. MARKETING SUPPORT. The Sub-Adviser shall provide marketing support to the
Adviser in connection with the sale of Trust shares and/or the sale of
variable annuity and variable life insurance contracts issued by Western
National Life Insurance Company and its affiliates which may invest in the
Trust (collectively, the "Life Company"), as reasonably requested by the
Adviser. Such support shall include, but not necessarily be limited to,
presentations by representatives of the Sub-Adviser at investment seminars,
conferences and other industry meetings. Any materials utilized by the
Adviser which contain any information relating to the Sub-Adviser shall be
submitted to the Sub-Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Adviser. Any materials
utilized by the Sub-Adviser which contain any information relating to the
Adviser, the Life Company (including any information relating to its separate
accounts or variable annuity or variable life insurance contracts) or the
Trust shall be submitted to the Adviser for approval prior to use, not less
than five (5) business days before such approval is needed by the Sub-Adviser.
5. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts.
6. EXECUTION OF AGREEMENT. This Agreement will become binding on the parties
hereto upon their execution of the attached Exhibit A to this Agreement.
7. COMPLIANCE WITH LAWS. The Sub-Adviser represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters
relating to the performance of this Agreement, the Sub-Adviser will act in
conformity with the Trust's Declaration of Trust, Bylaws, and current
registration statement applicable to the Portfolio and with the instructions
and direction of the Adviser and the Trust's Trustees, and will conform to and
comply with the 1940 Act and all other applicable federal or state laws and
regulations.
8. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at
any time, without penalty, by the Adviser or by the Trust by giving sixty (60)
days' written notice of such termination to the Sub-Adviser at its principal
place of business, provided that such termination is approved by the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the 1940 Act) of
the Portfolio. This Agreement may be terminated at any time by the
Sub-Adviser by giving 60 days' written notice of such termination to the Trust
and the Adviser at their respective principal places of business.
9. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
10. TERM. This Agreement shall begin on the date of its execution and unless
sooner terminated in accordance with its terms shall continue in effect for
two years from that date and from year to year thereafter provided continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as the
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast
in person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
11. AMENDMENTS. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of the Trustees of the Trust who are
not parties hereto or interested persons (as that term is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on the approval of such amendment, unless
otherwise permitted in accordance with the 1940 Act.
12. INDEMNIFICATION. The Adviser shall indemnify and hold harmless the
Sub-Adviser, its officers and directors and each person, if any, who controls
the Sub-Adviser within the meaning of Section 15 of the Securities Act of 1933
("1933 Act") (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any matter to which this Sub-Advisory
Agreement relates. However, in no case (i) is this indemnity to be deemed to
protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Sub-Advisory
Agreement or (ii) is the Adviser to be liable under this indemnity with
respect to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of its
directors and officers and each person if any who controls the Adviser within
the meaning of Section 15 of the 1933 Act, against any loss, liability, claim,
damage or expense described in the foregoing indemnity, but only with respect
to the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Sub-Advisory Agreement. In case any
action shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Sub-Adviser, the
Sub-Adviser shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties given
to the Sub-Adviser by the provisions of subsections (i) and (ii) of this
section.
EXHIBIT A
WNL SERIES TRUST
SUB-ADVISORY COMPENSATION
For all services rendered by Sub-Adviser hereunder, Adviser shall pay to
Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all
services rendered hereunder, monthly a fee of:
AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO
.50 of 1% on an annualized basis of net assets under management.
WNL SERIES TRUST
By:/S/DWIGHT L. CRAMER
______________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By:/S/KURT R. FREDLAND
______________________________________
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL ASSET
MANAGEMENT, INC.
By:/S/NORI L. GABERT
______________________________________
Title: Vice President
A copy of the document establishing the Trust is filed with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed by officers not
as individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of each
Portfolio.
EXHIBIT C
WNL SERIES TRUST
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of August 23, 1995, among BEA ASSOCIATES, a New York
general partnership (the "Sub-Adviser"), WNL INVESTMENT ADVISORY SERVICES,
INC., a Delaware corporation (the "Adviser"), and WNL SERIES TRUST, a
Massachusetts business trust (the "Trust").
WHEREAS, the Trust, an open-end diversified management investment company, as
that term is defined in the Investment Company Act of 1940, as amended
("Act"), that is registered as such with the Securities and Exchange
Commission, has appointed Adviser as investment adviser for all its portfolios
pursuant to an investment advisory agreement dated August 23, 1995 between the
Adviser and the Trust ("Advisory Agreement"); and
WHEREAS, Sub-Adviser is engaged in the business of rendering investment
management services; and
WHEREAS, Adviser desires to retain Sub-Adviser to provide certain investment
management services for the BEA Growth and Income Portfolio (the "Portfolio")
of the Trust as more fully described below;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Adviser hereby retains Sub-Adviser to assist Adviser in its capacity
as investment adviser for the Portfolio. Subject to the oversight and review
of Adviser and the Board of Trustees of the Trust, Sub-Adviser shall manage
the investment and reinvestment of the assets of the Portfolio. Sub-Adviser
will determine in its discretion, subject to the oversight and review of
Adviser, the investments to be purchased or sold, will provide Adviser with
records concerning its activities which Adviser or the Trust is required to
maintain, and will render regular reports to Adviser and to officers and
Trustees of the Trust concerning its discharge of the foregoing
responsibilities. The services of Sub-Adviser hereunder are not to be deemed
exclusive, and the Sub-Adviser shall be free to render similar services to
others.
2. Sub-Adviser, in its supervision of the investments of the Portfolio,
will be guided by the Portfolio's investment objectives and policies and the
provisions and restrictions contained in the Declaration of Trust and By-Laws
of the Trust and as set forth in the Registration Statement and exhibits as
may be on file with the Securities and Exchange Commission, all as
communicated by Adviser to Sub-Adviser.
3. Adviser shall pay to Sub-Adviser, for all services rendered to the
Portfolio by Sub-Adviser hereunder, the fees set forth in Exhibit A attached
hereto. During the term of this Agreement, Sub-Adviser will bear all expenses
incurred by it in the performance of its duties hereunder.
4. The term of this Agreement shall begin on the date of its execution
and shall remain in effect for two years from that date and from year to year
thereafter, subject to the provisions for termination and all of the other
terms and conditions hereof if: (a) such continuation shall be specifically
approved at least annually by the vote of a majority of the Trustees of the
Trust, including a majority of the Trustees who are not "interested persons",
as defined in Section 2(a)(19) of the Act, of any party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose;
and (b) Adviser shall not have notified the Trust in writing at least sixty
(60) days prior to the anniversary date of this Agreement in any year
thereafter that it does not desire such continuation with respect to the
Portfolio.
5. This Agreement is terminable by vote of the Trust's Board of
Trustees, or by the holders of a majority of the outstanding voting securities
of the Portfolio, at any time without penalty, on 60 days' written notice to
the Sub-Adviser. This Agreement may also be terminated by the Adviser (1) on
20 days' notice to the Sub-Adviser upon breach by the Sub-Adviser of its
representations and warranties, which breach shall not have been cured within
such 20-day period or (2) if the Sub-Adviser becomes unable to discharge its
duties and obligations under this Agreement. This Agreement may also be
terminated by the Sub-Adviser on 120 days' written notice to the Adviser.
6. This Agreement shall automatically terminate: (a) in the event of its
assignment or (b) in the event of the termination of the Advisory Agreement.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the obligations or duties under this Agreement on the
part of Sub-Adviser, Sub-Adviser shall not be liable to Adviser, the Trust,
the Portfolio or to any shareholder for any act or omission in the course of
or connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
8. The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the account of the Portfolio with broker-dealers
selected by the Sub-Adviser. In executing portfolio transactions and
selecting broker-dealers, the Sub-Adviser will use its best efforts to seek
best execution on behalf of the Portfolio. In assessing the best execution
available for any transaction, the Sub-Adviser shall 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 (all for the
specific transaction and on a continuing basis). In evaluating the best
execution available, and in selecting the broker-dealer to execute a
particular transaction, the Sub-Adviser may also consider the brokerage and
research services (as those terms are used in Section 28(e) of the Securities
Exchange Act of 1934) provided to the Portfolio and/or other accounts over
which the Sub-Adviser, an affiliate of the Sub-Adviser (to the extent
permitted by law) or another investment adviser of the Portfolio exercises
investment discretion. The Sub-Adviser is authorized to cause the Portfolio
to pay a broker-dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio which is in
excess of the amount of commission another broker-dealer would have charged
for effecting that transaction if, but only if, the Sub-Adviser determines in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer viewed in terms
of that particular transaction or in terms of all of the accounts over which
investment discretion is so exercised.
9. The Sub-Adviser shall provide marketing support to the Adviser in
connection with the sale of Trust shares and/or the sale of variable annuity
and variable life insurance contracts issued by Western National Life
Insurance Company and its affiliates which may invest in the Trust
(collectively, the "Life Company"), as reasonably requested by the Adviser.
Such support shall include, but not necessarily be limited to, presentations
by representatives of the Sub-Adviser at investment seminars, conferences and
other industry meetings. Any materials utilized by the Adviser which contain
any information relating to the Sub-Adviser shall be submitted to the
Sub-Adviser for approval prior to use, not less than five (5) business days
before such approval is needed by the Adviser. Any materials utilized by the
Sub-Adviser which contain any information relating to the Adviser, the Life
Company (including any information relating to its separate accounts or
variable annuity or variable life insurance contracts) or the Trust shall be
submitted to the Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Sub-Adviser.
10. This Agreement may be amended at any time by agreement of the
parties, provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees
who are not "interested persons," as defined in Section 2(a)(19) of the Act,
of any party to this Agreement (other than as Trustees of the Trust) cast in
person at a meeting called for that purpose, and on behalf of the Portfolio by
the holders of a majority of the outstanding voting securities of the
Portfolio, as defined in Section 2(a)(42) of the Act.
11. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts.
12. This Agreement will become binding on the parties hereto upon their
execution of the attached Exhibit A to this Agreement.
13. It is understood that any information or recommendation supplied by
the Sub-Adviser in connection with the performance of its obligations
hereunder is to be regarded as confidential and for use only by the Adviser,
the Trust or such persons as the Adviser may designate in connection with the
Portfolio. It is also understood that any information supplied to Sub-Adviser
in connection with the performance of its obligations hereunder, particularly,
but not necessarily limited to, any list of securities which, on a temporary
basis, may not be bought or sold for the Portfolio, is to be regarded as
confidential and for use only by the Sub-Adviser in connection with its
obligation to provide investment advice and other services to the Portfolio.
14. Each party to this Agreement hereby acknowledges that it is
registered as an investment adviser under the Investment Advisers Act of 1940,
it will use its reasonable best efforts to maintain such registration, and it
will promptly notify the other if it ceases to be so registered, if its
registration is suspended for any reason, or if it is notified by any
regulatory organization or court of competent jurisdiction that it should show
cause why its registration should not be suspended or terminated.
15. The Adviser shall indemnify and hold harmless the Sub-Adviser, its
officers and directors and each person, if any, who controls the Sub-Adviser
within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act")
(any and all such persons shall be referred to as "Indemnified Party"),
against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any matter to which this Sub-Advisory
Agreement relates. However, in no case (i) is this indemnity to be deemed to
protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Sub-Advisory
Agreement or (ii) is the Adviser to be liable under this indemnity with
respect to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of
its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the 1933 Act, against any loss, liability,
claim, damage or expense described in the foregoing indemnity, but only with
respect to the Sub-Adviser's willful misfeasance, bad faith or gross negligence
in the performance of its duties under this Sub-Advisory Agreement. In
case any action shall be brought against the Adviser or any person so
indemnified, in respect of which indemnity may be sought against the
Sub-Adviser, the Sub-Adviser shall have the rights and duties given to the
Adviser, and the Adviser and each person so indemnified shall have the rights
and duties given to the Sub-Adviser by the provisions of subsections (i)
and (ii) of this section.
16. The Sub-Adviser hereby grants to the Trust a royalty-free,
non-exclusive license to use "BEA" in the name of the Portfolio only for so
long as BEA is acting as the Sub-Adviser to the Portfolio.
EXHIBIT A
WNL SERIES TRUST
SUB-ADVISORY COMPENSATION
For all services rendered by Sub-Adviser hereunder, Adviser shall pay to
Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all
services rendered hereunder, a fee payable monthly based on average daily net
assets of:
BEA GROWTH AND INCOME PORTFOLIO
.50 of 1%.
WNL SERIES TRUST
By:/S/DWIGHT L. CRAMER
___________________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By:/S/KURT R. FREDLAND
____________________________________________
Title: Vice President
BEA ASSOCIATES
By:/S/
____________________________________________
Title: Vice President/Director of Compliance
A copy of the document establishing the Trust is filed with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed by officers not
as individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of each
Portfolio.
EXHIBIT D
WNL SERIES TRUST
SUB-ADVISORY AGREEMENT
THIS AGREEMENT made as of the 23rd day of August, 1995, among CREDIT SUISSE
INVESTMENT MANAGEMENT LIMITED, a company incorporated in England (the
"Sub-Adviser"), WNL INVESTMENT ADVISORY SERVICES, INC., a Delaware corporation
(the "Adviser"), and WNL SERIES TRUST, a Massachusetts business trust (the
"Trust").
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the
"Advisory Agreement") dated August 23, 1995 with the Trust, an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), pursuant to which the Adviser provides
investment advisory services to the Trust; and
WHEREAS, the Adviser has the authority to delegate its investment advisory
responsibilities under the Advisory Agreement to one or more sub-advisers; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide investment
advisory services to the Credit Suisse International Equity Portfolio (the
"Portfolio") of the Trust.
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT AND STATUS AS SUB-ADVISER. The Adviser hereby appoints the
Sub-Adviser as the Sub-Adviser with respect to the Portfolio, and the
Sub-Adviser hereby accepts this appointment on the terms and conditions set
forth herein.
2. MANAGEMENT OF PORTFOLIO. The Sub-Adviser represents that it is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended. The Adviser and the Sub-Adviser agree that the Sub-Adviser, subject
to the direction and control of the Adviser and the Trustees of the Trust,
shall direct, with full authority and at its discretion, the investment of the
assets contained in the Portfolio in such manner as the Sub-Adviser may deem
advisable, in accordance with the investment objectives, policies and
limitations with respect to the Portfolio set forth in the Trust's Declaration
of Trust, as amended from time to time, the Trust's Registration Statement
filed with the Securities and Exchange Commission under the 1940 Act and the
Securities Act of 1933 (the "1933 Act"), the provisions of the Internal
Revenue Code of 1986, as amended, and applicable policy decisions, guidelines
and procedures adopted by the Trust's Board of Trustees from time to time.
Copies of the Trust's Declaration of Trust, Registration Statement and any
policy decisions, guidelines or procedures adopted by the Trust's Board of
Trustees, as well as any amendments to the above, will be furnished promptly
to the Sub-Adviser.
3. BROKERAGE. The Sub-Adviser is authorized, subject to the supervision of
the Adviser and the Trustees of the Trust, to place orders for the purchase
and sale of the Portfolio's investments with or through such persons, brokers
or dealers, including the Sub-Adviser or affiliates thereof, and to negotiate
commissions to be paid on such transactions in accordance with the Portfolio's
policy with respect to brokerage. The Sub-Adviser may, on behalf of the
Portfolio, pay brokerage commissions to a broker which provides brokerage and
research services to the Sub-Adviser in excess of the amount another broker
would have charged for effecting the transaction, provided the Sub-Adviser
determines in good faith that the amount is reasonable in relation to the
value of the brokerage and research services provided by the executing broker
in terms of the particular transaction or in terms of the Sub-Adviser's
overall responsibilities with respect to the Portfolio and the accounts as to
which the Sub-Adviser exercises investment discretion. It is recognized that
the services provided by such brokers may be useful to the Sub-Adviser in
connection with the Sub-Adviser's service to other clients. On occasions when
the Sub-Adviser deems the purchase or sale of a security to be in the best
interest of the Portfolio as well as other customers, the Sub-Adviser may, to
the extent permitted by applicable laws and regulations, but shall not be
obligated to, aggregate the securities to be so sold or purchased in order to
obtain the best execution and lower brokerage commissions, if any.
In such event, allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Sub-Adviser in
the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and, if applicable, to such other
customers. The Trust and the Adviser acknowledge that in order to comply with
federal securities laws and related regulatory requirements, there may be
periods when the Sub-Adviser will not be permitted to initiate or recommend
certain types of transactions in the securities of issuers for which
affiliates of the Sub-Adviser are performing investment banking services, and
neither the Trust nor the Adviser will be advised of that fact. For example,
during certain periods when affiliates of the Sub-Adviser are engaged in an
underwriting or other distribution of a company's securities, the Sub-Adviser
may be prohibited from purchasing or recommending the purchase of certain
securities of that company for its clients. Similarly, the Sub-Adviser may on
occasion be prohibited from selling or recommending the sale of securities of
a company for which affiliates are providing investment banking services.
4. PORTFOLIO COMPOSITION. The Adviser shall provide (or cause the Trust's
custodian to provide) timely information to the Sub-Adviser regarding such
matters as the composition of assets in the Portfolio, cash requirements and
cash available for investment in the Portfolio, and all other information as
may be reasonably necessary for the Sub-Adviser to perform its
responsibilities hereunder.
5. CUSTODY. The cash and assets of the Portfolio shall be held by State
Street Bank and Trust Company (the "Custodian"), which the Adviser and the
Trust hereby represent has agreed to act as custodian for the Portfolio. The
Sub-Adviser shall at no time have custody or physical control of the assets
and cash in the Portfolio. In addition, the Sub-Adviser shall not be liable
for any act or omission of the Custodian. The Sub-Adviser shall give
instructions to the Custodian in writing or orally and confirmed in writing as
soon as practicable thereafter. The Adviser shall instruct the Custodian to
provide the Sub-Adviser with such periodic reports concerning the status of
the Portfolio as the Sub-Adviser may reasonably request from time to time.
Neither the Adviser nor the Trust will change the Custodian without giving the
Sub-Adviser reasonable prior notice of their intention to do so together with
the name and other relevant information with respect to the new Custodian.
6. LIMIT OF LIABILITY; INDEMNIFICATION. (a) The Sub-Adviser shall not be
responsible for any loss incurred by reason of any act or omission of any
broker-dealer (provided the Sub-Adviser has acted in accordance with its
established standards for selecting broker-dealers), counterparty, the Adviser
or the Trust; provided, however, that the Sub-Adviser will make such efforts
as it deems reasonable to require that brokers selected by the Sub-Adviser
perform their obligations with respect to the Portfolio.
(b) The Adviser shall indemnify and hold harmless the Sub-Adviser, its
officers, directors, employees, agents and each person, if any, who controls
the Sub-Adviser within the meaning of Section 15 of the 1933 Act (any and all
such persons shall be referred to as "Indemnified Party"), against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any matter to which this Sub-Advisory Agreement relates.
However, in no case is this indemnity to be deemed to protect any particular
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Sub-Advisory Agreement. The
Sub-Adviser shall make reasonable efforts to notify the Adviser in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Indemnified Party.
(c) The Sub-Adviser shall indemnify and hold harmless the Adviser and
each of its directors and officers and each person if any who controls the
Adviser within the meaning of Section 15 of the 1933 Act, against any loss,
liability, claim, damage or expense arising by reason of any matter to which
the Sub-Advisory Agreement relates, but only to the extent of the
Sub-Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Sub-Advisory Agreement. In case any
action shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Sub-Adviser, the
Sub-Adviser shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties given
to the Sub-Adviser.
(d) The Adviser acknowledges and agrees that the Sub-Adviser makes no
representation and warranty, express or implied, that any level of performance
or investment results will be achieved by the Portfolio or that the Portfolio
will perform comparably with any standard or index, including other clients of
the Sub-Adviser, whether public or private.
7. REPRESENTATIONS AND WARRANTIES OF THE ADVISER AND THE TRUST. Each of the
Adviser and the Trust represent and warrant to the Sub-Adviser that (a) the
Adviser has the authority to act on behalf of the Trust and has and will
continue to convey to the Sub-Adviser all relevant information regarding the
Trust and the Portfolio including, but not limited to, any relevant investment
restrictions of the Trust and the Portfolio; (b) this Agreement has been duly
authorized, executed and delivered by each of the Adviser and the Trust and
constitutes its valid and binding obligation, enforceable in accordance with
its terms; (c) no governmental authorizations, approvals, consents or filings
are required in connection with the execution, delivery or performance of this
Agreement by the Adviser or the Trust; (d) the execution, delivery and
performance of this Agreement by the Adviser and the Trust will not violate or
result in any default under the Adviser's or the Trust's certificate of
incorporation or by-laws (or equivalent constituent documents), any contract
or other agreement to which the Adviser or the Trust is a party or by which
their assets (including the Portfolio) may be bound or any statute or any
rule, regulation or order of any government agency or body; (e) the assets of
the Portfolio do not and will not constitute assets of any employee benefit
plan within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974 or Section 4975(e) of the Internal Revenue Code of 1986
and this Agreement or within the meaning of DOL Reg. Section 2510.3-101(a)(2)
and (h) (1) ; and (f) the Adviser and the Trust have received a copy of the
Sub-Adviser's Form ADV as most recently filed with the Securities and Exchange
Commission.
8. DIRECTIONS TO SUB-ADVISER. All directions by or on behalf of the Adviser
to the Sub-Adviser shall be in writing signed either (a) by a director or
officer of the Adviser, or (b) by a duly authorized agent of the Adviser. The
Sub-Adviser shall be fully protected in relying upon any direction signed in
the appropriate manner with respect to any instruction, direction or approval
of the Adviser. The Sub-Adviser shall also be fully protected when acting
upon any instrument, certificate or paper the Sub-Adviser believes to be
genuine and to be signed or presented by the proper person or persons. The
Sub-Adviser shall be under no duty to make any investigation or inquiry as to
any statement contained in any writing and may accept the same as conclusive
evidence of the truth and accuracy of the statements therein contained.
9. REPORTS. The Sub-Adviser shall provide the Adviser with reports in form
and content reasonably acceptable to the Adviser and the Sub-Adviser
containing the status of the Portfolio at least quarterly and at any other
times as the Adviser may reasonably request.
10. PROXIES, TENDER OFFERS, CLASS ACTIONS, ETC. Subject to any other written
instructions of the Adviser, the Sub-Adviser is hereby appointed the Adviser's
and the Portfolio's agent and attorney-in-fact in its discretion to vote,
tender or convert any securities in the Portfolio; to execute proxies,
waivers, consents, account documentation, agreements, contracts and other
instruments with respect to such securities and the assets of the Portfolio;
to endorse, transfer or deliver such securities and to participate in or
consent to any class action, plan of reorganization, merger, combination,
consolidation, liquidation or similar plan with reference to such securities;
and the Sub-Adviser shall not incur any liability to the Adviser or the
Portfolio by reason of any exercise of, or failure to exercise, any such
discretion. Notwithstanding the foregoing provisions of this Section 10, if
the Sub-Adviser determines that it, or any of its affiliates, has an adverse
or potentially adverse interest with respect to the vote or other requested
action, the Sub-Adviser shall so inform the Adviser, which shall thereupon
become responsible for the determination on such vote or other action.
11. CONFIDENTIAL RELATIONSHIP. All information and advice furnished by any
party to this Agreement shall be treated as confidential and shall not be
disclosed to third parties except as required by law.
12. SERVICES TO OTHER CLIENTS. The Sub-Adviser acts as adviser or
sub-adviser to other clients and may give advice, and take action, with
respect to any of those clients that may differ from the advice given, or the
time or nature of action taken, with respect to the Portfolio. The
Sub-Adviser shall have no obligation to purchase or sell for the Portfolio or
to recommend for purchase or sale by the Portfolio, any securities that the
Sub-Adviser, its principals, affiliates or employees may purchase for
themselves or for any other clients.
13. NON-ASSIGNABILITY. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
14. TERMINATION. The term of this Sub-Advisory Agreement shall begin on the
date first above written, and unless sooner terminated as hereinafter
provided, this Sub-Advisory Agreement shall remain in effect for two years
from that date. Thereafter, this Sub-Advisory Agreement shall continue in
effect with respect to the Portfolio from year to year, subject to the
termination provisions and all other terms and conditions hereof; PROVIDED,
such continuance with respect to the Portfolio is approved at least annually
by vote of the holders of a majority of the outstanding voting securities of
the Portfolio or by the Trustees of the Trust; PROVIDED, that in either event
such continuance is also approved annually by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not parties to this Sub-Advisory Agreement
or interested persons of any party hereto; and PROVIDED FURTHER that the
Sub-Adviser shall not have notified the Trust in writing at least sixty (60)
days prior to any termination date that it does not desire such continuation.
The Sub-Adviser shall furnish to the Trust, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Sub-Advisory Agreement or any extension, renewal or amendment thereof. This
Sub-Advisory Agreement may be terminated at any time by any party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other parties; PROVIDED, that in the case of termination by the Trust,
such action shall have been authorized (i) by resolution of the Trust's Board
of Trustees, including the vote or written consent of Trustees of the Trust
who are not parties to this Sub-Advisory Agreement or interested persons of
any party hereto, or (ii) by vote of a majority of the outstanding voting
securities of the Portfolio. This Agreement will terminate automatically upon
the termination of the Advisory Agreement.
15. NOTICES. All notices and instructions with respect to securities
transactions or any other matters contemplated by this Agreement shall be
deemed duly given when delivered in writing to the addresses below or when
deposited by first class mail addressed as follows:
(a) If to the Sub-Adviser:
Credit Suisse Investment Management Limited
One Cabot Square
London, England E14 4QJ
Attention: Glenn Wellman
With a copy to:
CS First Boston Corporation
55 East 52nd Street
New York, NY 10055
Attention: Daniel W. Sasaki, Esq.
(b) If to the Adviser:
WNL Investment Advisory Services, Inc.
5555 San Felipe, Suite 900
Houston, Texas 77056
(c) If to the Trust:
WNL Series Trust
5555 San Felipe, Suite 900
Houston, Texas 77056
16. FEES. For performance of the services hereunder with respect to the
Portfolio, the Adviser will pay the Sub-Adviser the fee described in Exhibit A
attached hereto. The fee prescribed in Exhibit A shall be calculated daily
and payable monthly in arrears at an annual rate of the Portfolio's average
daily net assets as described in Exhibit A.
17. EXPENSES. The Sub-Adviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other expenses
to be incurred in the operation of the Portfolio will be borne by the Trust,
except to the extent specifically assumed by the Sub-Adviser (or by the
Adviser in the Advisory Agreement).
18. MARKETING SUPPORT. The Sub-Adviser shall provide marketing support to
the Adviser in connection with the sale of Trust shares and/or the sale of
variable annuity and variable life insurance contracts issued by Western
National Life Insurance Company and its affiliates which may invest in the
Trust (collectively, the "Life Company"), as reasonably requested by the
Adviser. Such support shall include, but not necessarily be limited to,
presentations by representatives of the Sub-Adviser at investment seminars,
conferences and other industry meetings. Any materials utilized by the
Adviser which contain any information relating to the Sub-Adviser shall be
submitted to the Sub-Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Adviser. Any materials
utilized by the Sub-Adviser which contain any information relating to the
Adviser, the Life Company (including any information relating to its separate
accounts or variable annuity or variable life insurance contracts) or the
Trust shall be submitted to the Adviser for approval prior to use, not less
than five (5) business days before such approval is needed by the Sub-Adviser.
19. MISCELLANEOUS. (a) Under the rules of the Investment Management
Regulatory Organization ("IMRO"), clients must be placed in specific
categories which are dictated by different considerations including the nature
and financial description of the client, the experience of the client in
certain investments and other factors. On the basis of the information which
the Adviser has given, it is a Non-Private Customer in relation to the
services to be provided in accordance with this Agreement.
(b) The Sub-Adviser understands that the Adviser does not require
transaction confirmation notes from Sub-Adviser. The information which would
have been contained in the Adviser's confirmation notes will be included in
the periodic statements specified below. The Sub-Adviser will deliver or send
to the Adviser on a monthly basis and after the date of termination, a
statement of the contents and value of the Portfolio and an assessment of its
performance.
Each statement will include:
(a) the number of units of each asset comprising the Portfolio, the
aggregate of the initial value of each and the aggregate of their value at the
time the statement is made up; and
(b) the basis on which such values have been calculated with a note of
any change in such basis from that used in the immediately preceding
statement. This basis shall be:
(i) taken from mid-market price indications from a representative
sample of market makers, or
(ii) where, in the opinion of the Sub-Adviser, the investment
concerned is not readily realizable then it shall be taken at
such fair valuation as may be determined on each occasion by
the Sub-Adviser.
(c) The Sub-Adviser may undertake transactions in options, futures, or
contracts for differences ("Relevant Transactions") in accordance with the
Registration Statement. The markets on which Relevant Transactions are
executed can be highly volatile. Such investments carry a high risk of loss
and, in the case of futures, contracts for differences and the grant of
options, a relatively small adverse market movement may result not only in the
loss of the original investment but also in unquantifiable further loss
exceeding any margin deposited. The Sub-Adviser may pay margin, or (subject
to the rules of the exchange concerned) deposit investments by way of margin
or collateral, on any Relevant Transaction out of the funds or investments in
the Portfolio. The Sub-Adviser may enter into Relevant Transactions under
which the Trust may be required to pay amounts, or deposit investments, in
respect of margin or collateral in excess of (as the case may be) the funds or
the investments held in the Portfolio. Subject to the limits specified in the
Registration Statement with respect to the Portfolio, the Sub-Adviser may
borrow on the Trust's behalf in order to meet any calls for margin or
collateral and the Sub-Adviser and the Trust acknowledge that the amounts
which may be so committed are unquantifiable, due to the nature of the
commitments. In connection with Relevant Transactions, the Sub-Adviser may,
without reference to the Adviser, make contractual or other arrangements to
settle or close out outstanding obligations in circumstances required by any
exchange or intermediate broker with or through which the Sub-Adviser effects
such transactions.
(d) The Sub-Adviser, the Adviser and the Trust may record telephone
conversations with each other. Any recordings made by the Sub-Adviser shall
be the property of the Sub-Adviser.
(e) The Sub-Adviser has in operation a written procedure in accordance
with the rules of IMRO for the effective consideration and proper handling of
complaints from clients. Any complaint by the Adviser and/or the Trust
hereunder should be sent in writing to the Compliance Officer of the
Sub-Adviser at the address specified in Paragraph 15 of this Agreement. The
Adviser and/or the Trust are also entitled to make any complaint about the
Sub-Adviser to IMRO.
20. ENTIRE AGREEMENT; AMENDMENT. This Agreement states the entire agreement
of the parties with respect to management of the Portfolio and may be amended
only in accordance with the 1940 Act.
21. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of, the Commonwealth of Massachusetts.
22. EFFECTIVE DATE. This Agreement shall become effective on the day and
year first written above.
WNL SERIES TRUST
By:/S/DWIGHT L. CRAMER
____________________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By:/S/KURT R. FREDLAND
____________________________________________
Title: Vice President
CREDIT SUISSE INVESTMENT MANAGEMENT LIMITED
By:/S/DAVID COLLINS
____________________________________________
Title: Compliance Officer
A copy of the document establishing the Trust is filed with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed by officers not
as individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of each
Portfolio.
EXHIBIT A
WNL SERIES TRUST
SUB-ADVISORY COMPENSATION
CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO
For all services rendered by Sub-Adviser hereunder, Adviser shall pay to
Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all
services rendered hereunder, a monthly fee of:
.65 of 1% on an annualized basis of average daily net assets under
management.
EXHIBIT E
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement executed as of August 23, 1995 among WNL INVESTMENT
ADVISORY SERVICES, INC., a Delaware corporation (the "Adviser"), BLACKROCK
FINANCIAL MANAGEMENT, INC., a Delaware corporation (the "Sub-Adviser"), and
WNL SERIES TRUST, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is agreed
as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to
the overall supervision of the Adviser, the Sub-Adviser, at its expense, will
furnish continuously an investment program for the portfolio represented by
shares of BlackRock Managed Bond Portfolio (the "Portfolio"). The Sub-Adviser
will make investment decisions on behalf of the Portfolio and place all orders
for the purchase and sale of portfolio securities. In the performance of its
duties, the Sub-Adviser will comply with the provisions of the Trust's
Declaration of Trust, the By-laws of the Trust and the stated investment
objectives, policies and restrictions of the Portfolio as set forth in its
registration statement on Form N-1A, File No. 33-87380, and will use its best
efforts to safeguard and promote the welfare of the Portfolio, and to comply
with other policies which the Trustees or the Adviser, as the case may be, may
from time to time determine. Copies of the Trust's Registration Statement,
including exhibits, have been or will be provided to the Sub-Adviser, and the
Adviser agrees promptly to provide the Sub-Adviser with all amendments or
supplements to the Registration Statement. The Sub-Adviser shall make its
officers and employees available to the Adviser at reasonable times to review
investment policies of the Portfolio and to consult with the Adviser regarding
the investment affairs of the Portfolio.
(b) The Sub-Adviser, at its expense, will furnish all necessary office
space and equipment, bookkeeping and clerical services (excluding shareholder
accounting and transfer agency services) required for it to perform its duties
hereunder and will pay all salaries, fees and expenses of officers and
Trustees of the Trust who are affiliated with the Sub-Adviser and not
otherwise affiliated with the Adviser.
(c) In the selection of brokers, dealers, futures commissions merchants
or any other sources of portfolio investments for the Portfolio (hereafter,
"brokers or dealers") and the placing of orders for the purchase and sale of
portfolio investments for the Portfolio, the Sub-Adviser shall use its best
efforts to obtain the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage commissions for
brokerage and research services as described below. In using its best efforts
to obtain the most favorable price and execution available, the Sub-Adviser,
bearing in mind the Portfolio's best interests at all times, shall consider
all factors it deems relevant, including by way of illustration, price, the
size of the transaction, the nature of the market for the security, the amount
of the commission, the timing of the transaction taking into account market
prices and trends, the reputation, experience and financial stability of the
broker or dealer involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the Trustees of the
Trust may determine, the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Trust to pay, on behalf of the
Portfolio, a broker or dealer that provides brokerage and research services to
the Sub-Adviser an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if the Sub-Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities with respect to the Trust and to other
clients of the Sub-Adviser as to which the Sub-Adviser exercises investment
discretion. As provided in the Investment Advisory Agreement ("Advisory
Agreement") referred to in Section 3 below, the Trust agrees that any entity
or person associated with the Adviser or Sub-Adviser which is a member of a
national securities exchange is authorized to effect any transaction on such
exchange for the account of the Portfolio which is permitted by Section 11(a)
of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the
Trust has consented to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of or
for the Portfolio not expressly assumed by the Sub-Adviser pursuant to this
Section 1 other than as provided in Section 3.
(e) The Sub-Adviser shall maintain all books and records with respect
to the Portfolio's portfolio transactions required by subparagraphs (b)(5) -
(b)(11) and paragraph (f) of Rule 31a-1 under the Investment Company Act of
1940, as amended, and shall render to the Board of Trustees of the Trust such
periodic and special reports as the Board may reasonably request.
2. OTHER AGREEMENTS, ETC.
The Trust understands that the Sub-Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts and as investment adviser to one or more other investment companies
or series of investment companies, and the Trust has no objection to the
Sub-Adviser so acting, provided that whenever the Portfolio and one or more
other accounts or investment companies advised by the Sub-Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with procedures believed to be equitable to
each entity. Similarly, opportunities to sell securities will be allocated in
an equitable manner. The Trust recognizes that in some cases this procedure
may adversely affect the size of the position that may be acquired or disposed
of for the Portfolio. In addition, the Trust understands that the persons
employed by the Sub-Adviser to assist in the performance of the Sub-Adviser
's duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right of the
Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time
and attention to other businesses or to render services of whatever kind or
nature.
3. COMPENSATION TO BE PAID BY THE ADVISER TO THE SUB-ADVISER.
The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered and for the expenses borne by the Sub-Adviser pursuant to
Section 1, a fee, computed and paid monthly at the annual rate of .30% of the
average daily net asset value of the Portfolio. The average daily net asset
value of the Portfolio shall be determined by taking an average of all of the
determinations of such net asset value during such month at the close of
business on each business day during such month while this Agreement is in
effect. For the purposes of determining fees payable to the Sub-Adviser, the
value of the net assets of the Portfolio shall be computed at the times and in
the manner specified in the Prospectus or Statement of Additional Information
relating to the Portfolio as from time to time in effect. Such fee shall be
payable for each month within 10 business days after the end of such month.
Notwithstanding the foregoing, in the event that any reduction in the fees
paid to the Adviser under the Advisory Agreement shall be required as a result
of any statutory or regulatory limitation on investment company expenses,
there shall be a proportionate reduction in the fee payable to the Sub-Adviser
hereunder; provided that the Sub-Adviser will never be required to pay more
than the amount of fees it receives.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.
This Agreement shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the Advisory
Agreement shall have terminated for any reason; and this Agreement shall not
be amended unless such amendment be approved at a meeting by the affirmative
vote of a majority of the outstanding shares of the Portfolio, and by the
vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not interested
persons of the Trust or of the Adviser or of the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall remain in
full force and affect continuously thereafter (unless terminated automatically
as set forth in Section 4) until terminated as follows:
(a) The Trust may at any time terminate this Agreement by not more than
sixty days' written notice delivered or mailed by registered mail, postage
prepaid, to the Adviser and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Portfolio, and
(ii) a majority of the Trustees of the Trust who are not interested persons of
the Trust or of the Adviser or of the Sub-Adviser, by vote cast in person at a
meeting called for the purpose of voting on such approval, do not specifically
approve at least annually the continuance of this Agreement, then this
Agreement shall automatically terminate at the close of business on the second
anniversary of its execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is later; provided,
however, that if the continuance of this Agreement is submitted to the
shareholders of the Portfolio for their approval and such shareholders fail to
approve such continuance of this Agreement as provided herein, the Sub-Adviser
may continue to serve hereunder in a manner consistent with the Investment
Company Act of 1940 and the Rules and Regulations thereunder, or
(c) The Adviser may at any time terminate this Agreement by not less
than sixty days' written notice delivered or mailed by registered mail,
postage prepaid, to the Sub-Adviser, and the Sub-Adviser may at any time
terminate this Agreement by not less than ninety days' written notice
delivered or mailed by registered mail, postage prepaid, to the Adviser.
Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Portfolio.
Termination of this Agreement pursuant to this Section 5 shall be without the
payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Adviser in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall fail to
be registered as an investment adviser under the Investment Advisers Act of
1940, as amended from time to time, and under the laws of any jurisdiction in
which the Sub-Adviser is required to be registered as an investment adviser
in order to perform its obligations under this Agreement, (b) the Sub-Adviser
shall have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Trust and (c) there
shall be any change in the control of the Sub-Adviser.
The Adviser represents that it has received a copy of Part II of the
Sub-Adviser's Form ADV.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority of the
outstanding shares" of the Portfolio means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Portfolio present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the outstanding
shares of the Portfolio entitled to vote at such meeting are present in person
or by proxy, or (b) of the holders of more than 50% of the outstanding shares
of the Portfolio entitled to vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "affiliated person", "control",
"interested person" and "assignment" shall have their respective meanings
defined in the Investment Company Act of 1940 and the Rules and Regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; and
the term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
8. INDEMNIFICATION.
The Adviser shall indemnify and hold harmless the Sub-Adviser, its officers
and directors and each person, if any, who controls the Sub-Adviser within the
meaning of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all
such persons shall be referred to as "Indemnified Party"), against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any matter to which this Sub-Advisory Agreement relates.
However, in no case (i) is this indemnity to be deemed to protect any
particular Indemnified Party against any liability to which such Indemnified
Party would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Sub-Advisory Agreement or
(ii) is the Adviser to be liable under this indemnity with respect to any
claim made against any particular Indemnified Party unless such Indemnified
Party shall have notified the Adviser in writing within a reasonable time
after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Sub-Adviser or such
controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of its
directors and officers and each person if any who controls the Adviser within
the meaning of Section 15 of the 1933 Act, against any loss, liability, claim,
damage or expense described in the foregoing indemnity, but only with respect
to the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Sub-Advisory Agreement. In case any
action shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Sub-Adviser, the
Sub-Adviser shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties given
to the Sub-Adviser by the provisions of subsections (i) and (ii) of this
section.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Declaration of Trust of the Trust is on file with the Secretary
of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees and
not individually and that the obligations of this instrument are not binding
upon any of the Trustees or shareholders individually but are binding only
upon the assets and property of the Portfolio.
10. MARKETING SUPPORT.
The Sub-Adviser shall provide marketing support to the Adviser in connection
with the sale of Trust shares and/or the sale of variable annuity and variable
life insurance contracts issued by Western National Life Insurance Company and
its affiliates which may invest in the Trust (collectively, the "Life
Company"), as reasonably requested by the Adviser. Such support shall
include, but not necessarily be limited to, presentations by representatives
of the Sub-Adviser at investment seminars, conferences and other industry
meetings. Any materials utilized by the Adviser which contain any information
relating to the Sub-Adviser shall be submitted to the Sub-Adviser for
approval prior to use, not less than five (5) business days before such
approval is needed by the Adviser. Any materials utilized by the Sub-Adviser
which contain any information relating to the Adviser, the Life Company
(including any information relating to its separate accounts or variable
annuity or variable life insurance contracts) or the Trust shall be submitted
to the Adviser for approval prior to use, not less than five (5) business days
before such approval is needed by the Sub-Adviser.
11. GOVERNING LAW.
This Agreement shall be construed in accordance with and governed by the laws
of the Commonwealth of Massachusetts.
12. COMPLIANCE WITH LAWS.
The Sub-Adviser represents that it is, and will continue to be throughout the
term of this Agreement, an investment adviser registered under all applicable
federal and state laws. In all matters relating to the performance of this
Agreement, the Sub-Adviser will act in conformity with the Trust's
Declaration of Trust, Bylaws, and current Registration Statement applicable to
the Portfolio and with the instructions and direction of the Adviser and the
Trust's Trustees, and will conform to and comply with the Investment Company
Act of 1940 and all other applicable federal or state laws and regulations.
IN WITNESS WHEREOF, The parties have each caused this instrument to be signed
in triplicate on its behalf by its duly authorized representative, all as of
the day and year first above written.
WNL SERIES TRUST
By:/S/DWIGHT L. CRAMER
_________________________________
Name: Dwight L. Cramer
Title: Vice President
BLACKROCK FINANCIAL MANAGEMENT, INC.
By:/S/LAURENCE D. FINK
_________________________________
Name: Laurence D. Fink
Title: Chairman & Chief Executive
Officer
WNL INVESTMENT ADVISORY SERVICES, INC.
By:/S/KURT R. FREDLAND
_________________________________
Name: Kurt R. Fredland
Title: Vice President
EXHIBIT F
WNL SERIES TRUST
SUB-ADVISORY AGREEMENT
THIS AGREEMENT, made this 23rd day of August, 1995, is among QUEST FOR VALUE
ADVISORS, a Delaware general partnership (the "Sub-Adviser"), WNL INVESTMENT
ADVISORY SERVICES, INC., a Delaware corporation (the "Adviser"), and WNL
SERIES TRUST, a Massachusetts business trust (the "Trust").
BACKGROUND INFORMATION
(A) The Adviser has entered into an Investment Advisory Agreement dated
as of August 23, 1995, with the Trust, a copy of which agreement is attached
hereto as Exhibit A (the "Investment Advisory Agreement"). Pursuant to the
Investment Advisory Agreement, the Adviser has agreed to render investment
advisory and certain other management services to all of the Portfolios of the
Trust, and the Trust has agreed to employ the Adviser to render such services
and to pay to the Adviser certain fees therefore. The Investment Advisory
Agreement recognizes that the Adviser may enter into agreements with other
investment advisers who will serve as Sub-Advisers to the Portfolios of the
Trust.
(B) The parties hereto wish to enter into an agreement whereby the
Sub-Adviser will provide to the Quest for Value Asset Allocation Portfolio
(the "Portfolio") securities investment advisory services for the Portfolio.
WITNESSETH THAT:
In consideration of the mutual covenants herein contained, the Trust, the
Adviser and the Sub-Adviser agree as follows:
(1) The Trust and Adviser hereby employ the Sub-Adviser to render
certain investment advisory services to the Portfolio as set forth herein.
The Sub-Adviser hereby accepts such employment and agrees to perform such
services on the terms herein set forth, and for the compensation herein
provided.
(2) The Sub-Adviser shall furnish the Portfolio advice with respect to
the investment and reinvestment of the assets of the Portfolio in accordance
with the investment objectives, restrictions and limitations of the Portfolio,
as set forth in the Trust's most recent Registration Statement.
(3) The Sub-Adviser shall perform a monthly reconciliation of the
Portfolio to the holdings report provided by the Trust's custodian and bring
any material or significant variances regarding holding or valuation to the
attention of the Adviser.
(4) The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor. The Sub-Adviser has no authority to act for or
represent the Trust or the Portfolio in any way except to direct securities
transactions pursuant to its investment advice hereunder. The Sub-Adviser is
not an agent of the Trust or the Portfolio.
(5) It is understood that the Sub-Adviser does not, by this Agreement,
undertake to assume or pay any costs or expenses of the Trust or the
Portfolio.
(6)(a) The Adviser agrees to pay the Sub-Adviser for its services to be
furnished under this Agreement the fees set forth in Exhibit B attached
hereto. Such fees, with respect to each calendar month after the effective
date of this Agreement, shall be paid on the twentieth (20th) day after the
close of each calendar month.
(6)(b) The payment of all fees provided for hereunder shall be prorated
and reduced for sums payable for a period less than a full month in the event
of termination of this Agreement on a day that is not the end of a calendar
month.
(6)(c) For the purposes of this Paragraph 6, the daily closing net asset
values of the Portfolio shall be computed in the manner specified in the
Registration Statement for the computation of the value of such net assets in
connection with the determination of the net asset value of the Portfolio's
shares.
(7) The services of the Sub-Adviser hereunder are not to be deemed to be
exclusive, and the Sub-Adviser is free to render services to others and to
engage in other activities so long as its services hereunder are not impaired
thereby. Without in any way relieving the Sub-Adviser of its responsibilities
hereunder, it is agreed that the Sub-Adviser may employ others to furnish
factual information, economic advice and/or research, and investment
recommendations, upon which its investment advice and service is furnished
hereunder.
(8) In the absence of willful misfeasance, bad faith or gross negligence
in the performance of its duties hereunder, or reckless disregard of its
obligations and duties hereunder, the Sub-Adviser shall not be liable to the
Trust, the Portfolio or the Adviser or to any shareholder or shareholders of
the Trust, the Portfolio, or the Adviser for any mistake of judgment, act or
omission in the course of, or connected with, the services to be rendered by
the Sub-Adviser hereunder.
(9) In connection with the management of the investment and reinvestment
of the assets of the Portfolio, the Sub-Adviser is authorized to select the
brokers or dealers including Oppenheimer & Co., Inc. ("Opco") that will
execute purchase and sale transactions for the Portfolio, and is directed to
use its best efforts to obtain the best available price and most favorable
execution with respect to such purchases and sales of portfolio securities for
the Trust. Subject to this primary requirement, and maintaining as its first
consideration the benefits for the Portfolio, and its shareholders, the
Sub-Adviser shall have the right, subject to the approval of the Board of
Trustees of the Trust and of the Adviser, to follow a policy of selecting
brokers and dealers who furnish statistical research and other services to the
Portfolio, the Adviser, or the Sub-Adviser and, subject to the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., to take into
account the sale of variable contracts which are invested in Trust shares in
allocating to brokers and dealers purchase and sale orders for portfolio
securities, provided the Sub-Adviser believes that the quality of the
transaction and commission are comparable to what they would be with other
qualified firms.
The Adviser and the Trust's Portfolio recognize and intend that subject to the
foregoing provisions of this Section, Opco will act as its regular broker so
long as it is lawful for it so to act and that Opco may be a major recipient
of brokerage commissions paid by the Trust's Portfolio. Opco may effect
securities transactions for the Portfolio only if (1) the commissions, fees or
other remuneration received or to be received by it are reasonable and fair
compared to the commissions, fees or other remuneration received by other
brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a
comparable period of time and (2) the Trustees, including a majority of those
Trustees who are not interested persons, have adopted procedures pursuant to
Rule 17e-1 under the Investment Company Act of 1940 for determining the
permissible level of such commissions. The Portfolio will not purchase any
securities from or sell any securities to Opco acting as principal for its own
account.
(10) The Trust may terminate this Agreement by sixty days written notice
to the Adviser and the Sub-Adviser at any time, without the payment of any
penalty, by vote of the Trust's Board of Trustees, or by vote of a majority of
its outstanding voting securities. The Adviser may terminate this Agreement
by sixty days written notice to the Sub-Adviser and the Sub-Adviser may
terminate this Agreement by sixty days written notice to the Adviser, without
the payment of any penalty. This Agreement shall immediately terminate in the
event of its assignment, unless an order is issued by the Securities and
Exchange Commission conditionally or unconditionally exempting such assignment
from the provision of Section 15(a) of the Investment Company Act of 1940, in
which event this Agreement shall remain in full force and effect. This
Agreement will terminate automatically upon the termination of the Investment
Advisory Agreement.
(11) Subject to prior termination as provided above, this Agreement
shall continue in force for a period of two years from the date of execution
and from year to year thereafter if its continuance after said date: (1) is
specifically approved on or before said date and at least annually thereafter
by vote of the Board of Trustees of the Trust, including a majority of those
Trustees who are not parties to this Agreement or interested persons of any
such party, or by vote of a majority of the outstanding voting securities of
the Trust, and (2) is specifically approved at least annually by the vote of a
majority of Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
(12) The Adviser shall indemnify and hold harmless the Sub-Adviser, its
officers and directors and each person, if any, who controls the Sub-Adviser
within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act")
(any and all such persons shall be referred to as "Indemnified Party"),
against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any matter to which this Sub-Advisory
Agreement relates. However, in no case (i) is this indemnity to be deemed to
protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Sub-Advisory
Agreement or (ii) is the Adviser to be liable under this indemnity with
respect to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of
its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the 1933 Act, against any loss, liability,
claim, damage or expense described in the foregoing indemnity, but only with
respect to the Sub-Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties under this Sub-Advisory Agreement.
In case any action shall be brought against the Adviser or any person so
indemnified, in respect of which indemnity may be sought against the
Sub-Adviser, the Sub-Adviser shall have the rights and duties given to the
Adviser, and the Adviser and each person so indemnified shall have the rights
and duties given to the Sub-Adviser by the provisions of subsections (i) and
(ii) of this section.
(13) The Sub-Adviser shall provide marketing support to the Adviser in
connection with the sale of Trust shares and/or the sale of variable annuity
and variable life insurance contracts issued by Western National Life
Insurance Company and its affiliates which may invest in the Trust
(collectively, the "Life Company"), as reasonably requested by the Adviser.
Such support shall include, but not necessarily be limited to, presentations
by representatives of the Sub-Adviser at investment seminars, conferences and
other industry meetings. Any materials utilized by the Adviser which contain
any information relating to the Sub-Adviser shall be submitted to the
Sub-Adviser for approval prior to use, not less than five (5) business days
before such approval is needed by the Adviser. Any materials utilized by the
Sub-Adviser which contain any information relating to the Adviser, the Life
Company (including any information relating to its separate accounts or
variable annuity or variable life insurance contracts) or the Trust shall be
submitted to the Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Sub-Adviser. No such
materials shall be used if the Sub-Adviser or the Adviser reasonably objects
in writing to such use within five days after receipt of such material.
(14) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
(15) The Sub-Adviser agrees to notify the parties within a reasonable
period of time regarding a material change in the membership of the
Sub-Adviser.
(16) The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall
have the respective meanings specified in the Investment Company Act of 1940
as now in effect or as hereafter amended.
(17) This Agreement is executed by the Trustees of the Trust, not
individually, but rather in their capacity as Trustees under the Declaration
of Trust dated December 12, 1994, as amended April 19, 1995. None of the
Shareholders, Trustees, officers, employees, or agents of the Trust shall be
personally bound or liable under this Agreement, nor shall resort be had to
their private property for the satisfaction of any obligation or claim
hereunder but only to the property of the Trust and, if the obligation or
claim relates to the property held by the Trust for the benefit of one or more
but fewer than all Portfolios, then only to the property held for the benefit
of the affected Portfolio.
(18) This Agreement will become binding on the parties hereto upon their
execution of the attached Exhibit B to the Agreement.
(19) Any notice hereunder shall be deemed duly given if sent by hand,
evidenced by written receipt or by certified mail, return receipt requested,
to the parties at the address set forth below:
If to the Sub-Adviser:
Quest for Value Advisors
One World Financial Center
200 Liberty Street
New York, NY 10281
Attn: Thomas E. Duggan, Esq.
General Counsel and Secretary
If to the Adviser:
WNL Investment Advisory Services, Inc.
5555 San Felipe, Suite 900
Houston, TX 77056
Attn: Dwight L. Cramer, Esq.
If to the Trust:
WNL Series Trust
5555 San Felipe, Suite 900
Houston, TX 77056
Attn: Dwight L. Cramer, Esq.
or to such other address as to which the recipient shall have informed the
other party in writing.
EXHIBIT B
WNL SERIES TRUST
SUB-ADVISORY COMPENSATION
For all services rendered by Sub-Adviser hereunder, Adviser shall pay to
Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all
services rendered hereunder, monthly a fee of:
QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO
.40 of 1% on an annualized basis of net assets under management.
WNL SERIES TRUST
By:/S/DWIGHT L. CRAMER
________________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By:/S/KURT R. FREDLAND
_________________________________________
Title: Vice President
QUEST FOR VALUE ADVISORS
By:/S/BERNARD H. GARIL
_________________________________________
Title: President
A copy of the document establishing the Trust is filed with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed by officers not
as individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the
Portfolio.
EXHIBIT G
WNL SERIES TRUST
SUB-ADVISORY AGREEMENT
AGREEMENT dated and effective as of August 23, 1995, among SALOMON BROTHERS
ASSET MANAGEMENT INC, a Delaware corporation (the "Sub-Adviser"), WNL
INVESTMENT ADVISORY SERVICES, INC., a Delaware corporation (the "Adviser"),
and WNL SERIES TRUST, a Massachusetts business trust (the "Trust").
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the
"Advisory Agreement") dated August 23, 1995 with the Trust, an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), pursuant to which the Adviser provides
investment advisory services to the Trust; and
WHEREAS, the Adviser has the authority to delegate its investment advisory
responsibilities under the Advisory Agreement to one or more sub-advisers; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide investment
advisory services to the Salomon Brothers U.S. Government Securities Portfolio
of the Trust.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Adviser employs the Sub-Adviser, subject to the direction and control
of the Trustees of the Trust, including without limitation any approval of the
Trustees of the Trust required by the 1940 Act, to (a) make, in consultation
with the Adviser and the Trust's Board of Trustees, investment strategy
decisions for the Trust, (b) manage the investing and reinvesting of the
Trust's assets and (c) place purchase and sale orders on behalf of the Trust.
The Sub-Adviser shall have the sole ultimate discretion over investment
decisions for the Trust.
2. (a) The Adviser shall provide (or cause the Trust's custodian to provide)
timely information to the Sub-Adviser regarding such matters as the
composition of assets in the Portfolio, cash requirements and cash available
for investment in that Portfolio, and all other information as may be
reasonably necessary for the Sub-Adviser to perform its responsibilities
hereunder.
(b) The Adviser agrees to furnish the Sub-Adviser with minutes of
meetings of the Board of Trustees of the Trust applicable to the Trust to the
extent they may affect the duties of the Sub-Adviser, and with copies of any
financial statements or reports made by the Trust to its shareholders, and any
further materials or information which the Sub-Adviser may reasonably request
to enable it to perform its functions under this Agreement.
3. (a) The Sub-Adviser shall, at its expense, provide office space, office
facilities and personnel reasonably necessary for performance of the services
to be provided by the Sub-Adviser pursuant to this Agreement.
(b) Except as provided in subparagraph 3(a) hereof, the Trust shall be
responsible for all of the Trust's expenses and liabilities, including
organizational and offering expenses; expenses for legal, accounting and
auditing services; taxes and governmental fees, dues and expenses incurred in
connection with membership in investment company organizations; costs of
printing and distributing shareholder reports, proxy materials, prospectuses,
stock certificates and distribution of dividends; charges of the Trust's
custodians and sub-custodians, administrators and sub-administrators,
registrars, transfer agents, dividend disbursing agents and dividend
reinvestment plan agents; payment for portfolio pricing services to a pricing
agent, if any; registration and filing fees of the Securities and Exchange
Commission (the "SEC"); any expenses of registering or qualifying securities
of the Trust for sale in the various states; freight and other charges in
connection with the shipment of the Trust's portfolio securities; fees and
expenses of non-interested Trustees; travel expenses or an appropriate portion
thereof of Trustees and officers of the Trust who are directors, officers or
employees of the Sub-Adviser to the extent that such expenses relate to
attendance at meetings of the Board of Trustees or any committee thereof;
costs of shareholders meetings; insurance; interest; brokerage costs, and
litigation and other extraordinary or non-recurring expenses.
4. The Sub-Adviser shall make investments for the Trust's account in
accordance with the investment objectives, policies and limitations set forth
in the Trust's Declaration of Trust, as amended from time to time (the
"Declaration"), the Registration Statement, as in effect from time to time
(the "Registration Statement"), filed with the SEC by the Trust under the 1940
Act and the Securities Act of 1933, as amended (the "1933 Act"), the
provisions of the Internal Revenue Code of 1986, as amended, and policy
decisions adopted by the Trust's Board of Trustees from time to time. Copies
of any amendments to the documents referred to in the preceding sentence shall
be promptly furnished to the Sub-Adviser. The Sub-Adviser shall advise the
Trust's officers and Board of Trustees, at such times as the Trust's Board of
Trustees may specify, of investments made for the Trust's account and shall,
when requested by the Trust's officers or Board of Trustees, supply the
reasons for making such investments.
5. The Sub-Adviser may contract with or consult with such banks, other
securities firms, brokers or other parties, without additional expense to the
Trust, as it may deem appropriate regarding investment advice, research and
statistical data, clerical assistance or otherwise.
6. The Sub-Adviser is authorized on behalf of the Trust, from time to time
when deemed to be in the best interests of the Trust and to the extent
permitted by applicable law, to select brokers (including Salomon Brothers
Inc. or any other brokers affiliated with the Sub-Adviser) for the execution
of trades for the Trust.
7. The Sub-Adviser is authorized, for the purchase and sale of the Trust's
portfolio securities, to employ such dealers and brokers as may, in the
judgment of the Sub-Adviser, implement the policy of the Trust to obtain the
best results taking into account such factors as price, including dealer
spread, the size, type and difficulty of the transaction involved, the firm's
general execution and operational facilities and the firm's risk in
positioning the securities involved. Consistent with this policy, the
Sub-Adviser is authorized to direct the execution of the Trust's portfolio
transactions to dealers and brokers furnishing statistical information or
research deemed by the Sub-Adviser to be useful or valuable to the performance
of its investment advisory functions for the Trust. Information so received
will be in addition to and not in lieu of the services required to be
performed by the Sub-Adviser. It is understood that the expenses of the
Sub-Adviser will not necessarily be reduced as a result of the receipt of such
information or research.
8. In consideration of the services to be rendered by the Sub-Adviser under
this Agreement, the Adviser shall pay the Sub-Adviser the fee as set forth in
Exhibit A of this Agreement. If the fee payable to the Sub-Adviser pursuant
to this paragraph 8 and Exhibit A hereto begins to accrue before the end of
any month or if this Agreement terminates before the end of any month, the fee
for the period from such date to the end of such month or from the beginning
of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month
in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Trust's net assets shall
be computed at the time and in the manner specified in the Registration
Statement.
9. The Sub-Adviser shall provide marketing support to the Adviser in
connection with the sale of Trust shares and/or the sale of variable annuity
and variable life insurance contracts issued by Western National Life
Insurance Company and its affiliates which may invest in the Trust
(collectively, the "Life Company"), as reasonably requested by the Adviser.
Such support shall include, but not necessarily be limited to, presentations
by representatives of the Sub-Adviser at investment seminars, conferences and
other industry meetings. Any materials utilized by the Adviser which contain
any information relating to the Sub-Adviser shall be submitted to the
Sub-Adviser for approval prior to use, not less than five (5) business days
before such approval is needed by the Adviser. Any materials utilized by the
Sub-Adviser which contain any information relating to the Adviser, the Life
Company (including any information relating to its separate accounts or
variable annuity or variable life insurance contracts) or the Trust shall be
submitted to the Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Sub-Adviser.
10. The Sub-Adviser represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment Advisers Act of 1940,
as amended, and the Sub-Adviser agrees to maintain effective all requisite
registrations, authorizations and licenses, as the case may be, until
termination of this Agreement.
11. The Adviser shall indemnify and hold harmless the Sub-Adviser, its
officers and directors and each person, if any, who controls the Sub-Adviser
within the meaning of Section 15 of the 1933 Act (any and all such persons
shall be referred to as "Indemnified Party"), against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages or expense and
reasonable counsel fees incurred in connection therewith), arising by reason
of any matter to which this Sub-Advisory Agreement relates. However, in no
case (i) is this indemnity to be deemed to protect any particular Indemnified
Party against any liability to which such Indemnified Party would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its
obligations and duties under this Sub-Advisory Agreement or (ii) is the
Adviser to be liable under this indemnity with respect to any claim made
against any particular Indemnified Party unless such Indemnified Party shall
have notified the Adviser in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of its
directors and officers and each person if any who controls the Adviser within
the meaning of Section 15 of the 1933 Act, against any loss, liability, claim,
damage or expense described in the foregoing indemnity, but only with respect
to the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Sub-Advisory Agreement. In case any
action shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Sub-Adviser, the
Sub-Adviser shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties given
to the Sub-Adviser by the provisions of subsections (i) and (ii) of this
section.
12. This Agreement shall become effective as of the date of its execution
and continue in effect for two years from the date of execution, and
thereafter for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority
of the Trust's outstanding voting securities (as defined in the 1940 Act) or
by the Trust's Board of Trustees and (b) by the vote, cast in person at a
meeting called for the purpose, of a majority of the Trust's Trustees who are
not parties to this Agreement or "interested persons" (as defined in the
1940 Act)of any such party. This Agreement may be terminated at any time,
without the payment of any penalty, by (i) a vote of a majority of the
Trust's entire Board of Trustees on 60 days' written notice to the
Sub-Adviser or (ii) by the Sub-Adviser on 60 days' written notice to the
Adviser or (iii) by the Adviser on 60 days' written notice to the Sub-Adviser.
This Agreement shall terminate automatically (a) in the event of its
assignment (as defined in the 1940 Act) or (b) in the event of the
termination of the Advisory Agreement.
13. Nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the
Sub-Adviser, to engage in any other business or to devote time and attention
to the management or other aspects of any other business, whether of a similar
or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association. Nothing herein shall be
construed as constituting the Sub-Adviser an agent of the Adviser or the
Trust.
14. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
15. Any notice hereunder shall be in writing and shall be delivered in person
or by telex or facsimile (followed by delivery in person) to the parties at
the addresses set forth below.
If to the Sub-Adviser:
Salomon Brothers Asset Management Inc
Seven World Trade Center
New York, New York 10048
Tel: (212) 783-7000
Fax: (212) 783-4764
Attn: Tana E. Tselepis, Secretary
(b) If to the Adviser:
WNL Investment Advisory Services, Inc.
5555 San Felipe, Suite 900
Houston, Texas 77056
Tel: (713) 888-7807
Fax: (713) 888-7894
Attn: Dwight Cramer
or to such other address as to which the recipient shall have informed the
other party in writing.
Unless specifically provided elsewhere, notice given as provided above shall
be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile
is sent and mailed.
16. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. This Agreement will become binding
on the parties hereto upon their execution of the attached Exhibit A to this
Agreement.
EXHIBIT A
WNL SERIES TRUST
SUB-ADVISORY COMPENSATION
For all services rendered by Sub-Adviser hereunder, Adviser shall pay to
Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all
services rendered hereunder, monthly a fee of:
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO
.225 of 1% on an annualized basis of net assets under management.
WNL SERIES TRUST
By:/S/DWIGHT L. CRAMER
_________________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By:/S/KURT R. FREDLAND
_________________________________________
Title: Vice President
SALOMON BROTHERS ASSET MANAGEMENT INC
By:/S/MICHAEL HYLAND
_________________________________________
Michael Hyland
President
A copy of the document establishing the Trust is filed with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed by officers not
as individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of each
Portfolio.
EXHIBIT H
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of August 23, 1995, among STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company (the "Sub-Adviser"), WNL INVESTMENT
ADVISORY SERVICES, INC., a Delaware corporation (the "Adviser"), and WNL
SERIES TRUST, a Massachusetts business trust (the "Trust").
An Investment Advisory Agreement (the "Advisory Agreement") dated August 23,
1995, between the Adviser and the Trust on behalf of the Global Advisors
Growth Equity Portfolio and the Global Advisors Money Market Portfolio (each a
"Portfolio"), provides that the Adviser shall manage the investment of each
Portfolio's assets in accordance with the Trust's prospectus and statement of
additional information (the "Prospectus") and may delegate responsibilities to
a sub-adviser.
1. The Sub-Adviser will manage the investment and reinvestment of the assets
of each Portfolio in accordance with the Prospectus and will perform the other
services herein set forth, subject to the supervision of the Adviser and the
Board of Trustees of the Trust.
2. In carrying out its obligations hereunder, the Sub-Adviser shall:
(a) evaluate such economic, statistical and financial information and
undertake such investment research as it shall believe advisable;
(b) purchase and sell securities and other investments for each Portfolio
in accordance with the procedures described in the Prospectus; and
(c) provide such reports and data in hard copy and machine readable form
as are requested by the Adviser.
3. The Adviser shall pay the Sub-Adviser, for all services rendered to the
Portfolios by Sub-Adviser pursuant to the terms of this Agreement, the fees
set forth in Schedule A attached hereto. During the term of this Agreement,
the Sub-Adviser will bear all expenses incurred by it in the performance of
its duties hereunder.
4. The Sub-Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
5. This Agreement shall become effective as of the date of its execution, and
(a) unless otherwise terminated, shall continue until two years from its date
of execution and from year to year thereafter so long as approved annually in
accordance with the Investment Company Act of 1940, as amended, and the rules
thereunder (the "1940 Act"); (b) may be terminated without penalty on sixty
(60) days' written notice to the Sub-Adviser (i) by the Adviser, (ii) by vote
of the Board of Trustees of the Trust or (iii) by vote of a majority of the
outstanding voting securities of a Portfolio as to that Portfolio; (c) shall
automatically terminate in the event of its assignment; (d) may be terminated
without penalty by the Sub-Adviser on sixty (60) days' written notice to the
Adviser and the Trust; and (e) shall terminate automatically in the event of
the termination of the Advisory Agreement.
6. This Agreement may be amended in accordance with the 1940 Act.
7. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities" and "assignment" shall have their respective
meanings defined in the 1940 Act and exemptions and interpretations issued by
the Securities and Exchange Commission under the 1940 Act.
8. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser or reckless disregard of its obligations and
duties hereunder, the Sub-Adviser shall not be subject to any liability to the
Adviser, the Trust or a Portfolio, or to any shareholder of the Trust or a
Portfolio for any act or omission in the course of, or connected with,
rendering services hereunder.
9. The Sub-Adviser shall provide marketing support to the Adviser in
connection with the sale of Trust shares and/or the sale of variable annuity
and variable life insurance contracts issued by Western National Life
Insurance Company and its affiliates which may invest in the Trust
(collectively, the "Life Company"), as reasonably requested by the Adviser.
Such support shall include, but not necessarily be limited to, presentations
by representatives of the Sub-Adviser at investment seminars, conferences and
other industry meetings. Any materials utilized by the Adviser which contain
any information relating to the Sub-Adviser shall be submitted to the
Sub-Adviser for approval prior to use, not less than five (5) business
days before such approval is needed by the Adviser. Any materials utilized
by the Sub-Adviser which contain any information relating to the Adviser,
the Life Company (including any information relating to its separate
accounts or variable annuity or variable life insurance contracts) or the
Trust shall be submitted to the Adviser for approval prior to use, not less
than five (5) business days before such approval is needed by the Sub-Adviser.
SCHEDULE A
WNL SERIES TRUST
SUB-ADVISORY COMPENSATION
For all services rendered by the Sub-Adviser hereunder, the Adviser shall pay
to the Sub-Adviser and the Sub-Adviser agrees to accept as full compensation
for all services rendered hereunder, monthly a fee of:
GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO
.36 of 1% on an annualized basis of net assets under management.
GLOBAL ADVISORS MONEY MARKET PORTFOLIO
.20 of 1% on an annualized basis of net assets under management.
WNL SERIES TRUST
By: /S/ DWIGHT L. CRAMER
______________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By: /S/ KURT R. FREDLAND
______________________________________
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /S/ TIMOTHY B. HARBERT
______________________________________
Title: Senior Vice President
A copy of the document establishing the Trust is filed with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed by officers not
as individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of each
Portfolio.
PROXY
AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
American Capital Emerging Growth Portfolio of WNL Series Trust ("Trust")
hereby appoints ______________________________________________, or any one of
them true and lawful attorneys, with power of substitution of each, to vote
all shares which the undersigned is entitled to vote, at the Special Meeting
of Shareholders of the Trust to be held on May 10, 1996 at the Offices of
Western National Life Insurance Company, 5555 San Felipe, Houston, Texas at
9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and Van Kampen American Capital Asset Management, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
BEA GROWTH AND INCOME PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
BEA Growth and Income Portfolio of WNL Series Trust ("Trust") hereby appoints
______________________________________________, or any one of them true and
lawful attorneys, with power of substitution of each, to vote all shares which
the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Trust to be held on May 10, 1996 at the Offices of Western National Life
Insurance Company, 5555 San Felipe, Houston, Texas at 9:30 a.m., local time,
and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and BEA Associates.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
BEA GROWTH AND INCOME PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Credit Suisse International Equity Portfolio of WNL Series Trust ("Trust")
hereby appoints ______________________________________________, or any one of
them true and lawful attorneys, with power of substitution of each, to vote
all shares which the undersigned is entitled to vote, at the Special Meeting
of Shareholders of the Trust to be held on May 10, 1996 at the Offices of
Western National Life Insurance Company, 5555 San Felipe, Houston, Texas at
9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and Credit Suisse Investment Management, Limited.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
BLACKROCK MANAGED BOND PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
BlackRock Managed Bond Portfolio of WNL Series Trust ("Trust") hereby
appoints ______________________________________________, or any one of them
true and lawful attorneys, with power of substitution of each, to vote all
shares which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on May 10, 1996 at the Offices of Western
National Life Insurance Company, 5555 San Felipe, Houston, Texas at 9:30 a.m.,
local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and BlackRock Financial Management.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
BLACKROCK MANAGED BOND PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Quest for Value Asset Allocation Portfolio of WNL Series Trust ("Trust")
hereby appoints ______________________________________________, or any one of
them true and lawful attorneys, with power of substitution of each, to vote
all shares which the undersigned is entitled to vote, at the Special Meeting
of Shareholders of the Trust to be held on May 10, 1996 at the Offices of
Western National Life Insurance Company, 5555 San Felipe, Houston, Texas at
9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and OpCap Advisors (formerly Quest for Value Advisors).
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Salomon Brothers U.S. Government Securities Portfolio of WNL Series Trust
("Trust") hereby appoints ______________________________________________, or
any one of them true and lawful attorneys, with power of substitution of each,
to vote all shares which the undersigned is entitled to vote, at the Special
Meeting of Shareholders of the Trust to be held on May 10, 1996 at the Offices
of Western National Life Insurance Company, 5555 San Felipe, Houston, Texas at
9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and Salomon Brothers Asset Management Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Global Advisors Growth Equity Portfolio of WNL Series Trust ("Trust") hereby
appoints ______________________________________________, or any one of them
true and lawful attorneys, with power of substitution of each, to vote all
shares which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on May 10, 1996 at the Offices of Western
National Life Insurance Company, 5555 San Felipe, Houston, Texas at 9:30 a.m.,
local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P.
as independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and State Street Global Advisors.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
GLOBAL ADVISORS MONEY MARKET PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
MAY 10, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Global Advisors Money Market Portfolio of WNL Series Trust ("Trust") hereby
appoints ______________________________________________, or any one of them
true and lawful attorneys, with power of substitution of each, to vote all
shares which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on May 10, 1996 at the Offices of Western
National Life Insurance Company, 5555 San Felipe, Houston, Texas at 9:30 a.m.,
local time, and at any adjournment thereof ("Meeting"), as follows:
1. To elect each of the following persons as a Trustee of the Trust to serve
until their respective successors are duly elected and qualified: Alden W.
Brosseau, John A. Graf, S. Tevis Grinstead, Hugh L. Hyde, Melvin C. Payne and
Richard W. Scott as Trustees of the Trust.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR electing all ( ) WITHHOLDING AUTHORITY ( ) ABSTAIN FROM ( )
nominees listed except to vote for all nominees listed
as indicated below
</TABLE>
To withhold authority to vote for any individual nominee, please write his
name below and the number of shares withholding authority to vote for such
nominee:
<TABLE>
<CAPTION>
Amount of Shares
----------------------------
Name of Nominee Withholding Authority
- --------------------------- ----------------------------
<S> <C>
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
___________________________ ____________________________
</TABLE>
2. To ratify the Board of Trustees' selection of Coopers & Lybrand L.L.P. as
independent public accountants.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To approve an Investment Advisory Agreement between the Trust and WNL
Investment Advisory Services, Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. To approve a Sub-Advisory Agreement between WNL Investment Advisory
Services, Inc. and State Street Global Advisors.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
GLOBAL ADVISORS MONEY MARKET PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
WNL SEPARATE ACCOUNT A
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
AMERICAN CAPITAL EMERGING GROWTH PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the American Capital Emerging Growth
Portfolio of WNL SERIES TRUST (the "Trust") represented by shares held by the
undersigned at a special meeting of shareholders of the Trust to be held at
9:30 a.m., local time, on May 10, 1996, at the offices of Western National
Life Insurance Company, 5555 San Felipe, Houston, Texas and at any adjournment
thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the American Capital
Emerging Growth Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and Van Kampen American Capital Asset
Management, Inc.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
BEA GROWTH AND INCOME PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the BEA Growth and Income Portfolio of WNL
SERIES TRUST (the "Trust") represented by shares held by the undersigned at a
special meeting of shareholders of the Trust to be held at 9:30 a.m., local
time, on May 10, 1996, at the offices of Western National Life Insurance
Company, 5555 San Felipe, Houston, Texas and at any adjournment thereof, as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the BEA Growth and
Income Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and BEA Associates.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
CREDIT SUISSE INTERNATIONAL EQUITY PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the Credit Suisse International Equity
Portfolio of WNL SERIES TRUST (the "Trust") represented by shares held by the
undersigned at a special meeting of shareholders of the Trust to be held at
9:30 a.m., local time, on May 10, 1996, at the offices of Western National
Life Insurance Company, 5555 San Felipe, Houston, Texas and at any adjournment
thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the Credit Suisse
International Equity Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and Credit Suisse Investment
Management Limited.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
BLACKROCK MANAGED BOND PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the BlackRock Managed Bond Portfolio of WNL
SERIES TRUST (the "Trust") represented by shares held by the undersigned at a
special meeting of shareholders of the Trust to be held at 9:30 a.m., local
time, on May 10, 1996, at the offices of Western National Life Insurance
Company, 5555 San Felipe, Houston, Texas and at any adjournment thereof, as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the BlackRock
Managed Bond Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and BlackRock Financial Management.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
QUEST FOR VALUE ASSET ALLOCATION PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the Quest for Value Asset Allocation
Portfolio of WNL SERIES TRUST (the "Trust") represented by shares held by the
undersigned at a special meeting of shareholders of the Trust to be held at
9:30 a.m., local time, on May 10, 1996, at the offices of Western National
Life Insurance Company, 5555 San Felipe, Houston, Texas and at any adjournment
thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the Quest for Value
Asset Allocation Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and OpCap Advisors (formerly Quest
for Value Advisors).
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
SALOMON BROTHERS U.S. GOVERNMENT SECURITIES PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the Salomon Brothers U.S. Government
Securities Portfolio of WNL SERIES TRUST (the "Trust") represented by shares
held by the undersigned at a special meeting of shareholders of the Trust to
be held at 9:30 a.m., local time, on May 10, 1996, at the offices of Western
National Life Insurance Company, 5555 San Felipe, Houston, Texas and at any
adjournment thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the Salomon Brothers
U.S. Government Securities.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and Salomon Brothers Asset Management
Inc.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
GLOBAL ADVISORS GROWTH EQUITY PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the Global Advisors Growth Equity Portfolio
of WNL SERIES TRUST (the "Trust") represented by shares held by the
undersigned at a special meeting of shareholders of the Trust to be held at
9:30 a.m., local time, on May 10, 1996, at the offices of Western National
Life Insurance Company, 5555 San Felipe, Houston, Texas and at any adjournment
thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the Global Advisors
Growth Equity Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and State Street Global Advisors.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
GLOBAL ADVISORS MONEY MARKET PORTFOLIO
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON MAY 10, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
WESTERN NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Western National Life Insurance Company (the
"Company") to vote all shares of the Global Advisors Money Market Portfolio of
WNL SERIES TRUST (the "Trust") represented by shares held by the undersigned
at a special meeting of shareholders of the Trust to be held at 9:30 a.m.,
local time, on May 10, 1996, at the offices of Western National Life Insurance
Company, 5555 San Felipe, Houston, Texas and at any adjournment thereof, as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR WITHHOLDING ABSTAIN FROM
- ---- ----------- ------------
AUTHORITY
-----------
[ ] [ ] [ ] 1. To elect each of the following persons as
a Trustee of the Trust to serve until
their respective successors are duly
elected and qualified: Alden W. Brosseau,
John A. Graf, S. Tevis Grinstead, Hugh L.
Hyde, Melvin C. Payne and Richard W.
Scott as Trustees of the Trust.
All nominees listed above (except as
marked to the contrary below).
__________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THE NAME(S) ON THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 2. To ratify the Board of Trustees' selection
of Coopers & Lybrand L.L.P. as independent
public accountants for the Global Advisors
Money Market Portfolio.
[ ] [ ] [ ] 3. To approve an Investment Advisory
Agreement between the Trust and WNL
Investment Advisory Services, Inc.
[ ] [ ] [ ] 4. To approve a Sub-Advisory Agreement
between WNL Investment Advisory Services,
Inc. and State Street Global Advisors.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF WESTERN NATIONAL LIFE INSURANCE COMPANY
WESTERN NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
