SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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WNL SERIES TRUST
5555 SAN FELIPE
HOUSTON, TEXAS 77056
TELEPHONE (800) 910-4455
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD JULY 17, 1997
Notice is hereby given to the holders ("Shareholders") of the shares of the
EliteValue Asset Allocation Portfolio (the "Portfolio") of the WNL Series Trust,
a Massachusetts business trust (the "Trust"), that a Special Meeting of the
Shareholders of the Portfolio (the "Meeting") will be held at the offices of
Western National Life Insurance Company, 5555 San Felipe, Suite 900, Houston,
Texas 77056, on Thursday, July 17, 1997, at 9:30 a.m., local time, for the
following purposes:
1. To approve or disapprove a new Sub-Advisory Agreement between OpCap
Advisors, WNL Investment Advisory Services, Inc. and WNL Series Trust;
2. To transact such other business as may properly come before the Meeting.
Holders of record of the Shares of the Portfolio at the close of business on
May 30, 1997 are entitled to notice of, and to vote at, the Meeting and any
adjournment thereof.
By order of the Board of Trustees
Dwight L. Cramer, Vice President and Secretary
June 17, 1997
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE TRUST
BY CALLING (800) 910-4455 OR BY WRITING TO THE TRUST AT 5555 SAN FELIPE, SUITE
900, HOUSTON, TEXAS 77056.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN SUCH PROXY CARD(S), AND RETURN IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU CAST YOUR VOTE:
FOR APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY.
PROXY STATEMENT
WNL SERIES TRUST
5555 SAN FELIPE
HOUSTON, TEXAS 77056
TELEPHONE (800) 910-4455
SPECIAL MEETING OF SHAREHOLDERS
JULY 17, 1997
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or "Board") of the WNL Series Trust (the
"Trust"), of which the EliteValue Asset Allocation Portfolio (the "Portfolio")
is a separate series, of proxies to be voted at a Special Meeting of
Shareholders of the Portfolio, and at all adjournments thereof (the "Meeting"),
to be held at the offices of Western National Life Insurance Company, 5555 San
Felipe, Suite 900, Houston, Texas 77056, on Thursday, July 17, 1997, at 9:30
a.m., local time. The approximate mailing date of this Proxy Statement and
accompanying voting instruction form is June 18, 1997.
The Trustees have fixed the close of business on May 30, 1997 as the record date
(the "Record Date") for the determination of holders of shares of beneficial
interest ("Shares") of the Portfolio ("Shareholders") 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 336,693.72 Shares of the Portfolio
outstanding. See page 7 for information concerning the substantial Shareholders
of the Shares of the Trust.
The primary purpose of the Meeting is to permit the Portfolio's Shareholders to
consider a New Sub-Advisory Agreement (defined below) to take effect following
the consummation of the transactions contemplated by an Agreement and Plan of
Merger, dated as of February 13, 1997 (the "Merger Agreement"), among PIMCO
Advisors L.P. ("PIMCO Advisors") and its affiliate, Thomson Advisory Group Inc.
("TAG" and, collectively with PIMCO Advisors, the "PIMCO Parties"), and
Oppenheimer Group, Inc. ("OGI") and its subsidiary, Oppenheimer Financial Corp.
("Opfin" and, collectively with OGI, "Oppenheimer"), the indirect parent
corporation of the Portfolio's sub-adviser, OpCap Advisors, formerly Quest for
Value Advisors (the "Sub-Adviser"). Pursuant to the Merger Agreement, the
Portfolio's Sub-Adviser will become an indirect subsidiary of PIMCO Advisors.
The shareholder vote on the New Sub-Advisory Agreement is required under the
Investment Company Act of 1940, as amended (the "1940 Act"), as a result of the
PIMCO Parties' contemplated acquisition of the Sub-Adviser and its affiliates.
The Portfolio's New Sub-Advisory Agreement is substantially identical to the
Portfolio's Current Sub-Advisory Agreement (defined below), except for the dates
of execution, effectiveness and termination.
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE TRUST
BY CALLING (800) 910-4455 OR BY WRITING TO THE TRUST AT 5555 SAN FELIPE, SUITE
900, HOUSTON, TEXAS 77056.
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.
With respect to Proposal 1, a vote of the "majority of the outstanding voting
securities" of the 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 New
Sub-Advisory Agreement between the Sub-Adviser, the Adviser and 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
the Portfolio are owned by WNL Separate Account A, a separate account of Western
National Life. Pursuant to current interpretations of the 1940 Act, Western
National Life will solicit voting instructions from the owners of Variable
Contracts invested in the Portfolio with respect to matters to be acted upon at
the Meeting. All Shares of the Portfolio 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 of the Portfolio in
the same proportion as the voting instructions given by Variable Contract
owners, on the issues presented.
Western National Life has fixed the close of business on July 14, 1997, as
the last day on which voting instructions will be accepted. This Proxy is
solicited by the Trustees.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE FOR THE APPROVAL OF THE NEW
SUB-ADVISORY AGREEMENT.
The Trust knows of no business other than that described in Proposal 1 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 the Proposal
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.
PROPOSAL 1: APPROVAL OF NEW SUB-ADVISORY AGREEMENT
THE ADVISER AND SUB-ADVISER
WNL Investment Advisory Services, Inc., (the "Adviser") serves as investment
adviser to each of the portfolios of the Trust (including the Portfolio)
pursuant to an 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") and approved
by the Shareholders of the Trust on May 17, 1996. 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 Adviser retains the Sub-Adviser to act as sub-adviser for the Portfolio
pursuant to the Current Sub-Advisory Agreement. The Sub-Adviser has acted as
sub-adviser for the Portfolio since it commenced investment operations. The name
of the Portfolio was changed from "Quest for Value Asset Allocation Portfolio"
to its current name on May 1, 1996.
INFORMATION ABOUT THE SUB-ADVISER
The Sub-Adviser is a majority-owned subsidiary of Oppenheimer Capital, a
registered investment adviser with approximately $49.4 billion in assets under
management on March 31, 1997. Opfin, a holding company, is a 1.0% general
partner of the Sub-Adviser. Opfin also holds a one-third managing general
partner interest in Oppenheimer Capital, and Oppenheimer Capital, LP, a Delaware
limited partnership whose units are traded on the New York Stock Exchange and of
which Opfin is the sole 1.0% general partner, owns the remaining two-thirds
interest. Opfin currently is a wholly-owned subsidiary of OGI, 71% of the common
stock of which currently is owned by Oppenheimer & Co., L.P.
The principal business address of the Sub-Adviser, Oppenheimer Capital, and
their affiliates is Oppenheimer Tower, 200 Liberty Street, One World Financial
Center, New York, New York 10281. The principal business address of the
Sub-Adviser will not change following the Acquisition. Joseph La Motta is
Chairman of Oppenheimer Capital and the Sub-Adviser. George Long is President of
Oppenheimer Capital and Bernard H. Garil is President of the Sub-Adviser.
Richard J. Glasebrook II, Managing Director for Oppenheimer Capital, is
primarily responsible for the day-to-day management of the Portfolio's
investment portfolio.
There is no individual who serves as a trustee or officer of the Trust who is
also an officer of the Sub-Adviser.
INFORMATION CONCERNING THE PIMCO PARTIES
PIMCO Advisors, with approximately $110 billion in assets under management as of
December 31, 1996, is one of the largest publicly traded money management firms
in the United States. PIMCO Advisors' address is 800 Newport Center Drive, Suite
100, Newport Beach, California 92660.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%
respectively (and will at the closing of the Acquisition own a majority of the
voting stock of TAG, which owns approximately 14.94% and 25.06%, respectively),
of the total outstanding Class A and Class B units of limited partnership
interest ("Units") of PIMCO Advisors and is PIMCO Advisors' sole general
partner. PIMCO GP is a California general partnership with two general partners.
The first of these is Pacific Investment Management Company, which is a
California corporation and is wholly-owned by Pacific Financial Asset Management
Company, a direct subsidiary of Pacific Mutual Life Insurance Company ("Pacific
Mutual").
PIMCO Partners L.L.C. ("PPLLC"), a California limited liability company, is the
second, and managing general partner of PIMCO GP. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The PIMCO
Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy, William F.
Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L. Hague, Williams S.
Thompson, Jr., William C. Powers, David H. Edington, Benjamin Trosky, William R.
Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board. Governance
matters are allocated generally to the Operating Board and the Operating Board
delegates to the Operating Committee the authority to manage day-to-day
operations of PIMCO Advisors. The Operating Board is composed of twelve members,
including the chief executive officer of the PIMCO Subpartnership as Chairman
and six PIMCO Managers designated by the PIMCO Subpartnership.
The authority of PIMCO Advisors' Operating Board and Operating Committee to take
certain specified actions is subject to the approval of PIMCO Advisors' Equity
Board. Equity Board approval is required for certain major transactions (e.g.,
issuance of additional PIMCO Advisors' Units and appointment of PIMCO Advisors'
chief executive officer). In addition, the Equity Board has jurisdiction over
matters such as actions which would have a material effect upon PIMCO Advisors'
business taken as a whole and (after an appeal from an Operating Board decision)
matters likely to have a material adverse economic effect on any subpartnership
of PIMCO Advisors. The Equity Board is composed of twelve members, including the
chief executive officer of PIMCO Advisors, three members designated by a
subsidiary of Pacific Mutual, the chairman of the Operating Board and two
members designated by PPLLC.
Because of its power to appoint (directly or indirectly) seven of the twelve
members of the Operating Board as described above, the PIMCO Subpartnership may
be deemed to control PIMCO Advisors. Because of direct or indirect power to
appoint 25% of the members of the Equity Board, (i) Pacific Mutual and (ii) the
PIMCO Managers and/or PIMCO Subpartnership may each be deemed, under applicable
provisions of the 1940 Act, to control PIMCO Advisors. Pacific Mutual, PIMCO
Subpartnership and the PIMCO Managers disclaim such control.
THE ACQUISITION
On February 13, 1997, the PIMCO Parties entered into the Merger Agreement with
Oppenheimer pursuant to which the PIMCO Parties will acquire, among other
interests, the one-third managing general partner interest in Oppenheimer
Capital, the 1.0% general partnership interest in the Sub-Adviser, and the 1.0%
general partner interest in Oppenheimer Capital L.P. and OGI will be merged with
and into TAG. The aggregate purchase price is approximately $265 million
including the issuance of convertible preferred stock of TAG and assumption of
certain indebtedness. The amount of TAG preferred stock comprising the purchase
price is subject to reduction in certain circumstances. The Acquisition is
subject to certain conditions being satisfied prior to closing, including
consents from certain lenders, approvals from regulatory authorities (including
a favorable tax ruling from the Internal Revenue Service) and consents of
certain clients.
If for any reason the Acquisition is not consummated, the Current
Sub-Advisory Agreement (defined below) will remain in effect according to its
terms.
EFFECTS OF THE ACQUISITION. Upon consummation of the Acquisition,
Oppenheimer Capital and the Sub-Adviser will be controlled by PIMCO Advisors.
PIMCO Advisors has advised the Board of Trustees that it anticipates that the
senior portfolio management team of Oppenheimer Capital will continue in their
present capacities; that the eligibility of the Sub-Adviser to serve as an
investment adviser or subadviser will not be affected by the Acquisition; and
that Oppenheimer Capital and the Sub-Adviser will be able to continue to provide
advisory and management services with no material changes in operating
conditions. PIMCO Advisors has further advised the Board of Trustees that it
currently anticipates that the Acquisition will not affect the ability of
Oppenheimer Capital and the Sub-Adviser to fulfill their obligations under their
investment advisory or subadvisory agreements.
THE SUB-ADVISORY AGREEMENTS
Consummation of the Acquisition may constitute an "assignment" (as defined in
the 1940 Act) of the sub-advisory agreement currently in effect between the
Sub-Adviser, the Adviser and the Trust dated August 23, 1995 (the "Current
Sub-Advisory Agreement"). As required by the 1940 Act, the Current Sub-Advisory
Agreement provides for its automatic termination in the event of an assignment.
See "The Current Sub-Advisory Agreement" below.
In anticipation of the Acquisition and in order for the Sub-Adviser to continue
to serve as sub-adviser to the Portfolio after consummation of the Acquisition,
a new sub-advisory agreement (the "New Sub-Advisory Agreement") between the
Sub-Adviser, the Adviser and the Trust must be approved (i) by a majority of the
Trustees of the Trust who are not parties to the New Sub-Advisory Agreement or
interested persons of any such party ("Disinterested Trustees") and (ii) by
holders of a majority of the outstanding voting securities (within the meaning
of the 1940 Act) of the Portfolio. See "The New Sub-Advisory Agreement" below.
THE CURRENT SUB-ADVISORY AGREEMENT. The Current Sub-Advisory Agreement
for the Portfolio was approved by a majority of the Trustees, including a
majority of the Disinterested Trustees, voting in person at a meeting called for
that purpose on April 18, 1995, for an initial period of two years. The Current
Sub-Advisory Agreement was last approved by the Shareholders of the Portfolio at
a meeting held on May 17, 1996.
The Current Sub-Advisory Agreement provides that in accordance with the
Portfolio's investment objective and policies and under the supervision of the
Adviser and the Trustees, the Sub-Adviser is responsible for the day-to-day
investment management of the Portfolio, makes investment decisions for the
Portfolio and places orders on behalf of the Portfolio to effect the investment
decisions made.
The Sub-Adviser's activities are subject to the review and supervision of the
Adviser and the Board of Trustees to which the Sub-Adviser renders periodic
reports with respect to the Portfolio's investment activities. The Current
Sub-Advisory Agreement may be terminated by either party, at any time, without
penalty, upon 60 days written notice, and automatically terminates in the event
of its assignment (as that term is defined in Section 2(a)(42) of the 1940 Act).
The net assets of the Portfolio as of May 30, 1997, were $4,488,133.17.
The table below sets forth the net assets as of April 28, 1997 and the rates of
compensation for advisory or sub-advisory services as a percentage of net assets
for investment companies advised or sub-advised by the Sub-Adviser which have
similar investment objectives to the Portfolio.
<TABLE>
<CAPTION>
<S> <C> <C>
Approximate Net Assets as of
Fund April 28, 1997 Advisory Fee Rate
_________________________ _____________________________ _______________________________
Oppenheimer Quest
Opportunity Value Fund(1) $ 2,737,263,223 1.0% on the first $400 million;
.90% on the next $400 million;
.85% of net assets in excess of
$800 million
Enterprise Accumulation
Trust: Managed Portfolio $ 1,997,740,882 .40% on the first $1 billion;
.30% on assets over $1 billion
.25% for assets in excess of
$2 billion(2)
Enterprise Group of
Funds Managed Portfolio $ 245,785,727 .40% on the first $100 million
.30% on assets in excess of
$100 million(3)
Endeavor Series Trust: $ 6,377,065 .40%
Opportunity Value
Portfolio
<FN>
(1) With respect to this fund, Oppenheimer Funds, Inc. ("OFI") is the
investment adviser and OpCap Advisors is the sub-adviser. OFI pays OpCap
Advisors monthly an annual fee based on the average daily net assets of the fund
equal to 40% of the advisory fee collected by OFI based on the total net assets
of the fund as of November 22, 1995 (the "base amount") plus 30% of the
investment advisory fee collected by OFI based on the total net assets of the
fund that exceed the base amount.
(2) These fees are for investment advisory services only. Management
services are provided to the portfolio by a third party, not OpCap Advisors. The
Manager, who pays the investment advisory fee to OpCap Advisors, receives a
management fee, on an annual basis, of 0.80% of the first $400 million of the
average daily net assets; .75% on the next $400 million and .70% on assets above
$800 million of the portfolio.
(3) This fee is for investment advisory services only. Management services
are provided to the portfolio by a party other than OpCap Advisors. The Manager,
who pays the investment advisory fee to OpCap Advisors, receives a management
fee of .75% of the average daily net assets of the Portfolio.
</TABLE>
Under the terms of the Current Sub-Advisory Agreement, the Adviser shall pay
to Sub-Adviser, as full compensation for services rendered with respect to the
Portfolio, a monthly fee at the annual rate of .40% based on the average daily
net assets of the Portfolio. The aggregate amount of compensation paid by the
Adviser to the Sub-Adviser during the period January 2, 1996 (inception date of
the Portfolio) through December 31, 1996 was $3,553. The Sub-Adviser had
voluntarily agreed to waive its entire sub-advisory fee for the first six months
of the Portfolio's operations in the amount of $2,404. In addition, the
aggregate amount of brokerage commissions paid to an affiliated broker of the
Sub-Adviser, Oppenheimer & Co., in connection with transactions effected for the
Portfolio was $1,290 for the period January 2, 1996 through December 31, 1996 or
53% of the Portfolio's aggregate brokerage commissions.
THE NEW SUB-ADVISORY AGREEMENT. The proposed New Sub-Advisory Agreement which is
attached to this Proxy Statement as Annex A, has been marked to show changes
from the Current Sub-Advisory Agreement. The form of the proposed New
Sub-Advisory Agreement is substantially identical to the Current Sub-Advisory
Agreement between the Sub-Adviser, the Adviser and the Trust, except for the
dates of execution, effectiveness and termination.
The sub-advisory fee as a percentage of net assets payable by the Adviser to
the Sub-Adviser will be the same under the New Sub-Advisory Agreement as under
the Current Sub-Advisory Agreement. If the sub-advisory fee under the New
Sub-Advisory Agreement had been in effect since commencement of the Portfolio's
investment operations, sub-advisory fees paid to the Sub-Adviser by the
Portfolio would have been identical to those paid under the Current Sub-Advisory
Agreement, except for the amount of the voluntary fee waiver.
The Board of Trustees, including the Disinterested Trustees, approved the
proposed New Sub-Advisory Agreement between the Sub-Adviser, the Adviser and the
Trust at a meeting held on February 27, 1997, at which meeting the Trustees
concluded that if the Acquisition occurs, entry by the Trust into the New
Sub-Advisory Agreement would be in the best interests of the Trust and the
shareholders of the Portfolio. The Board of Trustees, including the
Disinterested Trustees, recommended that such agreement be submitted for
approval by the Shareholders of the Portfolio at the Meeting. The New
Sub-Advisory Agreement would take effect upon the later to occur of (i) the
obtaining of shareholder approval or (ii) the closing of the Acquisition. The
New Sub-Advisory Agreement will continue in effect until August 23, 1998 and
thereafter for successive annual periods as long as such continuance is approved
in accordance with the 1940 Act.
In evaluating the New Sub-Advisory Agreement, the Board of Trustees of the Trust
took into account that the Current Sub-Advisory Agreement and the New
Sub-Advisory Agreement, including the terms relating to the services to be
provided thereunder by the Sub-Adviser and the fees and expenses payable by the
Adviser to the Sub-Adviser, are substantially identical, except for the dates of
execution, effectiveness and termination. The Trustees also considered other
possible benefits to the Sub-Adviser and PIMCO that may result from the
Acquisition.
The Board of Trustees also considered the terms of the Merger Agreement and the
possible effects of the Acquisition upon the Sub-Adviser's organization and upon
the ability of the Sub-Adviser to provide sub-advisory services to the Trust.
The Board considered the financial resources of PIMCO Advisors. The Board of
Trustees also considered the reputation, expertise and resources of PIMCO
Advisors and its affiliates in domestic and international financial markets.
The Board of Trustees was advised that Section 15(f) of the 1940 Act is
available to Oppenheimer in connection with the PIMCO Parties' acquisition of a
controlling interest in Oppenheimer Capital and its subsidiary, the Sub-Adviser.
Section 15(f) of the 1940 Act permits, in the context of a change in control of
an investment adviser to a registered investment company, the receipt by such
investment adviser, or any of its affiliated persons, of an amount of benefit in
connection with such sale, as long as two conditions are satisfied. First, an
"unfair burden" must not be imposed on the investment company for which the
investment adviser acts in such capacity as a result of the sale of such
interest, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden," as defined in the 1940 Act,
includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor adviser), or any
interested person of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory and other
services), or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than ordinary fees for bona fide principal underwriting services).
Management of the Trust is aware of no circumstances arising from the
Acquisition, preparatory transactions to the Acquisition or any potential
financing that might result in the imposition of an "unfair burden" on the
Trust.
The second condition of Section 15(f) is that during the three-year period
following the consummation of a transaction, at least 75% of the investment
company's board of directors must not be "interested persons" of the Sub-Adviser
or predecessor sub-adviser. The composition of the Board of Trustees is
presently in compliance with the 75% requirement, since no member of the Board
of Trustees is an "interested person" in connection with the Sub-Adviser, and
will continue to be so if the Acquisition is consummated.
Based upon its review, the Board of Trustees concluded that the New Sub-Advisory
Agreement is in the best interest of the Trust and the Portfolio's Shareholders.
Accordingly, after consideration of the above factors, and such other factors
and information that it deemed relevant, the Board of Trustees of the Trust,
including the Disinterested Trustees, unanimously approved the New Sub-Advisory
Agreement and voted to recommend its approval to the Shareholders of the
Portfolio.
In the event that Shareholders of the Portfolio do not approve the New
Sub-Advisory Agreement and the Acquisition is consummated, the Board of Trustees
of the Trust would seek to obtain for the Portfolio interim investment advisory
services at the lesser of cost or the current fee rate either from the
Sub-Adviser or from another advisory organization. Thereafter, the Board of
Trustees of the Trust would either negotiate a new sub-advisory agreement with
an advisory organization selected by the Board of Trustees or make appropriate
arrangements, in either event subject to approval of the Shareholders of the
Portfolio. In the event the Acquisition is not consummated, the Sub-Adviser
would continue to serve as sub-adviser of the Portfolio pursuant to the terms of
the Current Sub-Advisory Agreement.
SHAREHOLDER APPROVAL
To become effective, the New Sub-Advisory Agreement must be approved by a
majority of the outstanding voting securities of the Portfolio. The "vote of a
majority of the outstanding voting securities" is defined under "Voting" above.
The New Sub-Advisory Agreement was unanimously approved by the Board of Trustees
after consideration of all factors which they determined to be relevant to their
deliberations, including those discussed above. The Board of Trustees also
unanimously determined to submit the New Sub-Advisory Agreement for
consideration by the Shareholders of the Portfolio. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.
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 owned no Variable Contracts.
EXPENSES
All expenses of preparing, printing and mailing the enclosed form of proxy, the
accompanying Notice and this Proxy Statement will be borne two-thirds by the
PIMCO Parties and one-third by Oppenheimer.
YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Dwight L. Cramer
Vice President and Secretary
June 17, 1997
ANNEX A
FORM OF PROPOSED NEW SUB-ADVISORY AGREEMENT MARKED TO INDICATE
CHANGES FROM CURRENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT, made this [ ] day of [ ], 199[ ], is among OPCAP 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 EliteValue 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:
OpCap 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.
[IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized, as of the date
and year first above written.
WNL SERIES TRUST
By: __________________________________
Title : Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By: __________________________________
Title: Vice President
OPCAP ADVISORS
By: __________________________________
Title:]
EXHIBIT A TO SUB-ADVISORY AGREEMENT
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.
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
EXHIBIT B TO SUB-ADVISORY AGREEMENT
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:
ELITEVALUE ASSET ALLOCATION PORTFOLIO
- ----------
.40 of 1% on an annualized basis of net assets under management.
WNL SERIES TRUST
By:
________________________________________
Title: Vice President
WNL INVESTMENT ADVISORY SERVICES, INC.
By:
_________________________________________
Title: Vice President
OPCAP ADVISORS
By:
_________________________________________
Title:
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.
PROXY
ELITEVALUE ASSET ALLOCATION PORTFOLIO
OF
WNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
JULY 17, 1997
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of
the EliteValue 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 July 17, 1997 at the offices of Western
National Life Insurance Company, 5555 San Felipe, Suite 900, Houston, Texas at
9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as
follows:
1. To approve a new Sub-Advisory Agreement between OpCap Advisors, WNL
Investment Advisory Services, Inc. and WNL Series Trust.
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: ____________________, 1997
Western National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
ELITEVALUE 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:
__________________________________
ELITEVALUE ASSET ALLOCATION PORTFOLIO ("Portfolio")
INSTRUCTIONS TO WESTERN NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
WNL SERIES TRUST TO BE HELD ON JULY 17, 1997
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 above-referenced Portfolio of WNL SERIES
TRUST (the "Trust") represented by units held by the undersigned at a special
meeting of shareholders of the Trust to be held at 9:30 a.m., local time, on
July 17, 1997, at the offices of Western National Life Insurance Company, 5555
San Felipe, Suite 900, Houston, Texas and at any adjournment thereof, as
indicated on the reverse side.
Dated:______________________________________, 1997
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 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.
__________________________________________________
Signature(s)
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 BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE THE SHARES IN THE SAME
PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Please vote by filling in the appropriate box below, using blue or black ink
or dark pencil. Do not use red ink.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
- ---- ----------- -------
[ ] [ ] [ ] 1. To approve a new Sub-Advisory Agreement
between OpCap Advisors, WNL Investment
Advisory Services, Inc. and WNL Series
Trust.
</TABLE>
IMPORTANT: Please sign on the reverse side.
