LPT VARIABLE INSURANCE SERIES TRUST
PRES14A, 1997-08-29
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                                 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:

[X]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement 
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 

                       LPT Variable Insurance 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):

         _______________________________________________________________

     4)  Proposed maximum aggregate value of transaction:

         _______________________________________________________________

     5)  Total fee paid:

         _______________________________________________________________


[ ]  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:

         _______________________________________________________________



                     LPT VARIABLE INSURANCE SERIES TRUST

              ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO
              SALOMON U.S. QUALITY BOND PORTFOLIO
              SALOMON MONEY MARKET PORTFOLIO

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD OCTOBER 3,1997


NOTICE  IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of the Robertson Stephens Diversified Growth Portfolio, the 
Salomon U.S. Quality Bond Portfolio and the Salomon Money Market Portfolio
of the LPT Variable Insurance Series Trust, a Massachusetts business
trust  ("Trust"), will be held at the offices of London Pacific Life & Annuity
Company, 1755 Creekside Oaks Drive, Sacramento, California, on October 3, 1997,
at  10:00  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 approve or disapprove a proposed new Sub-Advisory Agreement among 
Robertson, Stephens  & Company Investment Management, L.P., LPIMC Insurance  
Marketing Services and LPT Variable Insurance Series Trust for the Robertson 
Stephens Diversified Growth Portfolio.

2.  To approve or disapprove a proposed new Sub-Advisory Agreement among 
Berkeley Capital Management, LPIMC Insurance Marketing Services and LPT
Variable Insurance Series Trust for the Salomon U.S. Quality Bond 
Portfolio.

3.   To approve or disapprove a proposed new Sub-Advisory Agreement among
Berkeley Capital Management, LPIMC Insurance Marketing Services and
LPT Variable Insurance Series Trust for the Salomon Money Market Portfolio.

4.     To transact such other business as may properly come before the meeting
or  any  adjournment  thereof.

Only  Shareholders  of  record at the close of business on August 25, 1997, the
record  date for this Meeting, shall be entitled to notice of, and to vote at,
the  Meeting  or  any  adjournments  thereof.

The Trust's  Annual Report to  Shareholders,  which includes  audited  financial
statements  of the Trust as of December  31,  1996 and the  Trust's  Semi-Annual
Report to Shareholders,  which includes  unaudited  financial  statements of the
Trust as of June 30,  1997,  may be  obtained  without  charge by calling  (800)
852-3152 or writing to the Annuity  Service  Center at P.O. Box 29564,  Raleigh,
North Carolina 27626.

THE  TRUSTEES  RECOMMEND  THAT  YOU  CAST  YOUR  VOTE:

FOR  THE  APPROVAL  OF THE NEW SUB-ADVISORY AGREEMENT AMONG ROBERTSON, STEPHENS
 & COMPANY INVESTMENT MANAGEMENT, L.P., LPIMC INSURANCE  MARKETING  SERVICES
AND LPT VARIABLE INSURANCE SERIES TRUST FOR THE ROBERTSON STEPHENS DIVERSIFIED 
GROWTH PORTFOLIO;

FOR  THE  APPROVAL  OF THE NEW SUB-ADVISORY AGREEMENT AMONG 
BERKELEY CAPITAL MANAGEMENT, LPIMC INSURANCE MARKETING SERVICES AND LPT
VARIABLE INSURANCE SERIES TRUST FOR THE SALOMON U.S. QUALITY BOND 
PORTFOLIO;

FOR THE APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT AMONG
BERKELEY CAPITAL MANAGEMENT, LPIMC INSURANCE MARKETING SERVICES AND
LPT VARIABLE INSURANCE SERIES TRUST FOR THE SALOMON MONEY MARKET PORTFOLIO.


                            YOUR VOTE IS IMPORTANT.
                    PLEASE RETURN YOUR PROXY CARD PROMPTLY.


                                          By  Order  of the Board of Trustees,

September ___,  1997 
Sacramento,  California                   GEORGE NICHOLSON
                                          Vice President, Treasurer, Principal
                                          Financial  Officer  and  Principal
                                          Accounting  Officer

                      LPT VARIABLE INSURANCE SERIES TRUST

              ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO
              SALOMON U.S. QUALITY BOND PORTFOLIO
              SALOMON MONEY MARKET PORTFOLIO


                               PROXY  STATEMENT
                        SPECIAL MEETING OF SHAREHOLDERS
                                OCTOBER 3, 1997
                                  ___________

The  enclosed  proxy  is  being  solicited  by  and  on behalf of the Board of
Trustees (the "Trustees" or "Board") of LPT Variable Insurance Series Trust, a
Massachusetts  business  trust ("Trust"), of which the Robertson Stephens 
Diversified Growth Portfolio (the "Growth Portfolio"), the Salomon U.S. 
Quality Bond Portfolio (the "Bond Portfolio") and the Salomon Money Market 
Portfolio (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 London Pacific Life & Annuity Company, 1755
Creekside Oaks Drive, Sacramento, California on October 3, 1997, at 10:00 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 September ___, 1997.

The  Trustees have fixed the close of business on August 25, 1997 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 __________ Shares of the Growth Portfolio,
 ____________ Shares of the Bond Portfolio and ___________ Shares of the
Money Market Portfolio outstanding.  See  page ___ for  information 
concerning  the  substantial Shareholders  of  the Shares  of  the  Trust.

VOTING

The  Amended  and  Restated Declaration of Trust of the LPT Variable Insurance
Series  Trust dated January 9, 1996 (the "Declaration of Trust") provides that
the  holders of a majority of the outstanding Shares of the Trust, entitled to
vote  at  such  meeting, represented in person or by proxy, shall 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  to 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.

The  voting  requirement  for  passage of a particular proposal depends on the
nature of the particular proposal.  With respect to each of the Proposals, a
vote of the "majority of the outstanding voting securities" of a series, which
shall  mean the lesser of (i) 67% or more of the Shares of the series 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 series are present in person or
represented  by  proxy, or (ii) more than 50% of the outstanding Shares of the
series,  is  necessary  to  approve  each  of  the Proposals.

The  Trust was established to be used exclusively as the underlying investment
for  certain variable annuity contracts ("Variable Contracts") to be issued by
London  Pacific Life & Annuity Company ("London Pacific").  All shares of each
Portfolio  of  the  Trust  are  owned  by London Pacific.  Pursuant to current
interpretations  of  the Investment Company Act of 1940, as amended (the "1940
Act"), London Pacific 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 London Pacific in accordance
with  voting instructions received from such Variable Contract owners.  London
Pacific  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 London
Pacific's  interest  in  the  Trust.

London  Pacific has fixed the close of business on September 30, 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 AMONG  ROBERTSON, 
STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P., LPIMC INSURANCE  MARKETING 
SERVICES AND LPT VARIABLE INSURANCE SERIES TRUST FOR THE GROWTH PORTFOLIO;

FOR  THE  APPROVAL  OF THE NEW SUB-ADVISORY AGREEMENT AMONG  
BERKELEY CAPITAL MANAGEMENT, LPIMC INSURANCE MARKETING SERVICES AND LPT
VARIABLE INSURANCE SERIES TRUST FOR THE BOND PORTFOLIO;

FOR THE APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT BETWEEN
BERKELEY CAPITAL MANAGEMENT, LPIMC INSURANCE MARKETING SERVICES AND
LPT VARIABLE INSURANCE SERIES TRUST FOR THE MONEY MARKET PORTFOLIO.


The  Trust knows of no business other than that described in Proposals 1, 2,
and 3 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 September ___,  1997.

                              PROXY SUMMARY TABLE
<TABLE>
<CAPTION>
                                                            
                                                             GROWTH      BOND       MONEY MARKET
PROPOSALS                                                   PORTFOLIO   PORTFOLIO   PORTFOLIO
- -----------------------------------------------------------  ---------  ----------- -----------
<S>                                                          <C>        <C>         <C>

1.    To approve or disapprove a proposed new Sub-Advisory       X
      Agreement among  Robertson, Stephens & Company 
      Investment Management, L.P., LPIMC Insurance 
      Marketing Services and the Trust for the Growth 
      Portfolio.

2.    To approve or disapprove a proposed new Sub-Advisory                     X
      Agreement among  Berkeley Capital Management, LPIMC
      Insurance Marketing Services and the Trust for the Bond
      Portfolio.

3.    To approve or disapprove a proposed new Sub-Advisory 
      Agreement among  Berkeley Capital Management, LPIMC                               X
      Insurance Marketing Services and the Trust for the Money
      Market Portfolio.

4.    To transact such other business as may properly come   X                 X        X
      before the meeting or any adjournment thereof.
</TABLE>



                                 PROPOSAL 1

APPROVAL OF A PROPOSED NEW SUB-ADVISORY AGREEMENT AMONG  ROBERTSON, 
STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. ("RSIM"), LPIMC
INSURANCE  MARKETING  SERVICES (THE  "ADVISER")  AND THE  TRUST 
FOR THE ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO (THE "GROWTH 
PORTFOLIO").

On  June  8,  1997,  BankAmerica  Corporation  ("BankAmerica")  entered  into an
Agreement and Plan of Merger with  Robertson,  Stephens & Company Group,  L.L.C.
and Robertson  Stephens & Company,  Inc.,  RSIM's general  partner,  pursuant to
which each of those entities  would be merged into a subsidiary of  BankAmerica.
Upon the consummation of those mergers  (expected to occur on or after September
30, 1997),  BankAmerica will become the owner of the entire beneficial  interest
in RSIM and  Robertson  Stephens  Investment  Management,  Inc.  (In this  Proxy
Statement this series of transactions is referred to as the "Merger".)

The Trustees are recommending  that shareholders of the Growth Portfolio approve
a new  Sub-Advisory  Agreement  among RSIM,  the  Adviser  and the Trust  ("RSIM
Sub-Advisory  Agreement").  The proposed Form of RSIM Sub-Advisory  Agreement is
attached  hereto  as Annex A. The  proposed  RSIM  Sub-Advisory  Agreement  will
replace the current agreement among RSIM, the Adviser and the Trust. Shareholder
approval is being sought because the Merger will result in an  "assignment"  (as
defined by the 1940 Act) of the existing  sub-advisory  agreement,  resulting in
its automatic termination.
 
INFORMATION REGARDING THE AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT") 

Under the Merger Agreement, each of Robertson, Stephens & Company Group, L.L.C. 
and Robertson Stephens & Company, Inc., RSIM's general partner, will be merged 
into a wholly owned subsidiary of BankAmerica, and will cease to exist as a 
separate entity.  (The surviving entity in the Merger is referred to in this 
Proxy Statement as "New RS&Co.")

BankAmerica will pay a total amount of  consideration of up to $540 million.  Of
that amount,  $245 million will be paid to the members of Robertson,  Stephens &
Company Group, L.L.C. ("RS Group") and the stockholders of Robertson, Stephens &
Company,  Inc. ("RS Inc.") upon consummation of the Merger and $225 million will
be paid to them in additional  installments  during each of the next three years
if they remain  employed by New RS&Co.  The  remaining  $70 million will be paid
into a  "retention  pool" for the  benefit of  certain  key  Robertson  Stephens
employees,  who will receive payments out of the pool in installments during the
four-year period following the Merger if they remain employed by New RS&Co.
   
RSIM has informed the Trust that the  consideration for the Merger is being paid
in  installments  principally  in order to provide  an  incentive  to  Robertson
Stephens employees,  including key investment professionals at RSIM, to continue
their association with New RS&Co. Any person whose employment with New RS&Co. is
terminated before he or she receives all of the  consideration  under the Merger
Agreement  or payments  from the  retention  pool to which he or she is entitled
(unless that person's  employment  is terminated by New RS&Co.  without cause or
unless that person leaves for "good reason", as defined in his or her employment
contract)  will  forfeit  any  such  amount  not  yet  paid  at the  time of the
termination.

The Merger Agreement does not contemplate any changes in the management or 
operations of RSIM, including any changes in the personnel managing the Growth 
Portfolio or other services or business activities relating to the Growth 
Portfolio. RSIM does not anticipate that the Merger will cause any reduction 
in the quality or services now provided to the Growth Portfolio or have any 
adverse effect on RSIM's ability to fulfill its obligations to the Growth 
Portfolio.

INFORMATION REGARDING BANKAMERICA

BankAmerica is a bank holding company that was incorporated on 
October 7, 1969 under the laws of the State of Delaware, and is registered
under the Bank Holding Company Act of 1956, as amended.  Through its network 
of subsidiaries, BankAmerica provides banking and other financial services 
throughout the United States and in selected international markets to 
consumers and business customers, including corporations, governments, 
and other institutions.  As a global financial intermediary, BankAmerica 
provides capital-raising services, trade finance, cash management, 
investment banking, capital markets and credit products, and financial 
advisory services to large public-and private-sector institutions that 
are part of the global economy.  At December 31, 1996, BankAmerica, 
together with its subsidiaries, was one of the three largest bank holding 
companies in the United States, with total assets of $250.8 billion.

Bank of America National Trust and Savings Association (the "Bank") 
is the largest subsidiary of BankAmerica. The Bank, which was organized 
in 1904, provides commercial banking and trust business through an 
extensive system of branches across the western United States.  The 
Bank's principal banking affiliates operate branches in eleven U.S. 
states as well as corporate banking offices in major U.S. cities and 
branches, corporate offices, and representative offices in 37 other 
countries and territories.  The Bank and its affiliates act as 
investment advisers to assets of over $50 billion, including over 
$14 billion in mutual funds.

INFORMATION REGARDING RSIM

RSIM,  a California limited partnership, was formed in 1993 and
is  registered  as  an  investment  adviser  with  the Securities and 
Exchange Commission. The general partner of RSIM is RS Inc. ("GP"). 
RSIM and its affiliates have in excess of $4.5 billion under management 
in public and private investment funds.  Robertson, Stephens  &  Company 
LLC, RS Inc., Sanford  R.  Robertson and Paul H. Stephens may  be  
deemed  to  be control persons of RSIM.  The address  of RSIM is 555 
California Street,  San  Francisco, CA  94104.

The following table sets forth certain information concerning 
executive officers of  RSIM who are each  located  at 555  
California  Street,  San Francisco, CA:

<TABLE>
<CAPTION>
<S>                       <C>
EXECUTIVE OFFICERS        Principal Occupation:
- -------------------       --------------------------------------------

Sanford Robertson         Chairman and Co-Founder, Robertson, Stephens
                          & Company; Shareholder of GP

Paul Stephens             Chief Investment Officer and Co-Founder,
                          Robertson, Stephens & Company; Portfolio Manager,
                          Robertson Stephens Investment Trust; Shareholder
                          of GP 

Michael McCaffery         President and Chief Executive Officer, Robertson,
                          Stephens & Company; Shareholder of GP 

Kenneth Fitzsimmons, Jr.  Director, Syndicate/Capital Markets, Robertson,
                          Stephens & Company; Shareholder of GP 

George Hecht              Chief Operating Officer, Robertson, Stephens & 
                          Company; President, Robertson Stephens Investment
                          Trust; Shareholder of GP 
</TABLE>


THE CURRENT SUB-ADVISORY AGREEMENT 

The Adviser serves as investment adviser to the Trust pursuant to the 
Advisory Agreement between the Adviser and the Trust  dated  January  9, 
1996, as amended.  The Adviser's address  is  1755  Creekside  Oaks  
Drive,  Sacramento,  California.  Under the Advisory  Agreement,  the 
Adviser  may  delegate  certain  of its  duties to a sub-adviser or 
sub-advisers.  The Advisory Agreement further provides that the Adviser 
is solely responsible for payment of any fees or other charges arising
from  such  delegation.

Pursuant  to  the  terms  of  the current sub-advisory agreement among  
RSIM, the Adviser and the Trust dated as of May 1, 1997, RSIM is 
responsible  for  the  day  to day investment  management  of  the 
Growth Portfolio.  The current sub-advisory agreement  provides that 
RSIM makes investment  decisions  for the Growth Portfolio and places 
orders on behalf  of the Growth Portfolio to effect investment
decisions in accordance with the Growth Portfolio's  investment 
objectives  and related  policies,  subject  to  the oversight and 
supervision of the Adviser and of the Trust's Board of Trustees.  
The current sub-advisory agreement 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 March 24, 1997, for
an initial period of two years.  The existing sub-advisory agreement
was approved by the shareholders of the Growth Portfolio at a meeting 
held on April 30, 1997.

The net assets of the Growth Portfolio as of July 31, 1997 were 
$2,087,510. 

Under the terms of the current sub-advisory agreement, the Adviser pays 
RSIM a fee based upon the following annual rates:

<TABLE>
<CAPTION>
<S>                <C>                                         <C>
SUB-ADVISORY FEE                    
- ------------------------------------------  
 .70% of first $10 million of average daily  
 net assets
 .65% of next $25 million of average daily
net assets
 .60% of next $165 million of average daily
net assets
 .55% of average daily net assets over and
above $200 million                                  

</TABLE>

The aggregate amount of compensation paid by the Adviser
to RSIM for the period May 1, 1997 through August 29, 1997 
was $________.

London Pacific has  voluntarily  agreed to  reimburse  the
Growth Portfolio for certain expenses (excluding  brokerage  
commissions) in excess of 1.39% as to average net assets through 
December 31, 1997.  London Pacific has reserved the right to 
withdraw or modify its policy of expense reimbursement for the 
Growth Portfolio.

The aggregate amount of brokerage commissions paid to RSIM's affiliated
broker, Robertson, Stephens & Company LLC, in accordance with
certain procedures adopted by the Trustees, for the period May 1,
1997 through July 31, 1997 was $960 which represents 44% of the
total commissions paid by the Growth Portfolio for such period.

The  following  is a summary of rates  charged  by  RSIM  for its
services as adviser to The Robertson Stephens  Diversified Growth 
Fund, a mutual fund with objectives similar to those of the Growth 
Portfolio of the Trust [and other mutual funds similar to the 
Growth Portfolio which are advised by RSIM]:

<TABLE>
<CAPTION>
<S>                                 <C>                <C>
NAME OF COMPARABLE FUND             APPROXIMATE NET    ANNUAL FEE RATE
                                    ASSETS
- -------------------------           -----------------  ----------------
                                    (as of 7/31/97)

The Robertson Stephens Diversified    $51,976,664          1.00%
Growth Fund



</TABLE>


PROPOSED NEW RSIM SUB-ADVISORY AGREEMENT

The proposed new RSIM Sub-Advisory Agreement is substantially similar 
to the current sub-advisory agreement.  The form of the proposed new 
RSIM Sub-Advisory Agreement, attached as Annex A to this Proxy Statement, 
is marked to indicate changes from the current sub-advisory agreement. 
The changes from the current sub-advisory agreement which are marked on 
Annex A include the following: a more detailed description of services 
rendered by RSIM under Section 1 (a); a more detailed list of information
to be provided by the Adviser to RSIM under Section 2 (e); the addition of 
a section concerning RSIM's liability for losses to the Trust as a result
of RSIM's willful misfeasance, bad faith or gross negligence in the 
performance of its obligations under the agreement; and the addition of
a section regarding services to other clients of RSIM.

THE SUB-ADVISORY FEE WILL REMAIN UNCHANGED UNDER THE PROPOSED RSIM
SUB-ADVISORY AGREEMENT.


It is intended that the proposed RSIM Sub-Advisory Agreement will take effect
on the later of the consummation of the merger and the receipt of shareholder 
approval and will continue in effect until the second anniversary thereof and 
thereafter for successive annual periods, as long as such continuance is
approved in accordance with the 1940 Act. 

BOARD  OF  TRUSTEES'  EVALUATION

The  Board,  including a majority of Trustees who are not "interested persons"
(as defined in the 1940 Act ) of the Trust, RSIM or the Adviser, approved the
proposed new RSIM Sub-Advisory Agreement at a meeting held on August 22, 1997.

In evaluating the proposed RSIM Sub-Advisory Agreement, the Trustees 
considered the fact that the current sub-advisory agreement and the proposed 
RSIM Sub-Advisory Agreement are substantially similar.  The fees to be paid 
to RSIM under the proposed RSIM Sub-Advisory Agreement are identical to 
the fees paid to RSIM pursuant to the current sub-advisory agreement.  

The  Board considered the performance of the Growth Portfolio to date and 
the skills and capabilities of the personnel of RSIM.  The Board also 
considered the fact that all of the members of senior management of RSIM 
had entered into three-year employment agreements with New RS&Co., and 
that each would forfeit a part of the consideration paid in connection 
with the Merger if he or she were to terminate his or her position with 
the company before the expiration of the employment period.  The 
Board considered a written statement from BankAmerica as to its 
intentions: to maintain the same high quality of service the Growth 
Portfolio has enjoyed under the current sub-advisory agreement; to 
cause the Growth Portfolio to be managed in accordance with the 
Robertson Stephens investment approach and philosophy (except as 
management in consultation with the Board of Trustees may otherwise 
determine to be in the best interest of shareholders of the Growth 
Portfolio); to retain the top investment management talent presently 
engaged in the management of the Growth Portfolio , as evidenced by 
their employment arrangements with New RS&Co.; and generally to 
provide appropriate support to the servicing of the Growth Portfolio.   

The Trustees also considered generally the financial resources of 
BankAmerica, and the reputation, expertise and resources of BankAmerica 
and its affiliates, including those engaged in investment management 
businesses, in domestic and international financial markets.

The  Board  of  Trustees  was  advised  that  Section  15(f)  of the 1940
Act is applicable to the Merger.  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
Merger,  preparatory  transactions  to the Merger  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
(RSIM) 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 
RSIM,  and will continue to be so if the Merger is consummated.

Based on its review, the Trustees determined that the approval  of  the 
proposed new RSIM Sub-Advisory Agreement on behalf of the Growth Portfolio 
will enable  the Growth Portfolio  to continue  to  obtain services of high 
quality at costs deemed  appropriate, reasonable and in the best interests
of the Growth Portfolio and its Shareholders.


REQUIRED  VOTE

Passage  of  Proposal  1  requires  a vote of the "majority of the
outstanding  voting securities" of the Growth 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.

                     ____________________________________
                           THE TRUSTEES RECOMMEND
                         THAT SHAREHOLDERS VOTE "FOR"
                                  PROPOSAL 1.
                      ___________________________________



                                 PROPOSALS 2 AND 3

APPROVAL OF A PROPOSED NEW SUB-ADVISORY AGREEMENT AMONG BERKELEY CAPITAL 
MANAGEMENT ("BERKELEY"), LPIMC INSURANCE MARKETING SERVICES (the "ADVISER") 
AND LPT VARIABLE INSURANCE SERIES TRUST (the "TRUST")FOR THE SALOMON 
U.S. QUALITY BOND PORTFOLIO (the "BOND PORTFOLIO") AND THE SALOMON MONEY
MARKET PORTFOLIO (the "MONEY MARKET PORTFOLIO").  

A copy of the form of proposed Sub-Advisory Agreement among Berkeley, the 
Adviser and the Trust is attached to this Proxy Statement as Annex B.

BACKGROUND

Pursuant to a Sub-Advisory Agreement dated July 14, 1995 among Salomon Brothers 
Asset Management Inc, the Adviser and the Trust, SBAM currently provides 
day to day investment advisory services to the Bond Portfolio and the Money
Market Portfolio.  SBAM submitted notice of its termination of such agreement 
effective November 1, 1997 to the Adviser pursuant to the provisions of the 
agreement.  Therefore, the Trustees have determined that it is in the best 
interest of the Bond Portfolio and the Money Market Portfolio to 
recommend to shareholders a new sub-advisory agreement between Berkeley, 
the Adviser and the Trust (the "Berkeley Sub-Advisory Agreement").    

There are no material differences between the existing agreement for the
Bond and Money Market Portfolios between Salomon Brothers Asset Management 
Inc, the Adviser and the Trust dated July 14, 1995 and the proposed 
Berkeley Sub-Advisory Agreement.  The proposed Berkeley Sub-Advisory 
Agreement differs from the current Salomon Brothers sub-advisory agreement 
in that it contains more detailed descriptions of services to be 
rendered by the Sub-Adviser and cof alculation of compensation.  
The governing law for the existing agreement is the laws of the 
State of New York and the proposed Berkeley Sub-Advisory Agreement 
is governed by the laws of the Commonwealth of Massachusetts.  

INFORMATION REGARDING BERKELEY

Berkeley is a registered investment adviser whose principal office is located at
650 California Street, 28th Floor, San Francisco,  California 94108. Berkeley is
an affiliate of the Adviser and London Pacific. The Sub-Adviser has been engaged
in  the  investment  management  business  since  1972,  and  currently  manages
approximately  $1.5 billion in assets for both institutional and retail clients.
Its investment  management  activities  include  investment in equities (ranging
from small  capitalization to large capitalization  companies),  a full range of
fixed  income  securities,  and  asset  allocation  strategies.  Berkeley  is  a
wholly-owned  subsidiary  of the London  Pacific  Group  Limited,  a corporation
listed on the London Stock  Exchange and the NASDAQ  market system with a market
valuation of  approximately  $____  million.  The London  Pacific  Group,  which
manages or administers funds valued at approximately $6.6 billion (including the
assets  managed by Berkeley) as of June 30,  1997,  maintains  offices in Jersey
(Channel Islands), Sacramento, Raleigh, San Francisco and San Diego.

PROPOSED NEW BERKELEY SUB-ADVISORY AGREEMENT

Pursuant to the terms of the proposed new Berkeley Sub-Advisory Agreement, 
Berkeley will be engaged as the Sub-Adviser for the Bond and Money Market 
Portfolios to make investment decisions  and  place  orders.   In accordance 
with the investment objectives and policies of the Bond and Money Market 
Portfolios and under the supervision of the Adviser and the Trust's  Board 
of Trustees, Berkeley will be responsible for the day  to day investment 
management of the Portfolios and will make investment decisions for  the  
Portfolios and place orders on behalf of the Portfolios to effect the 
investment decisions  made  as provided in a Sub-Advisory Agreement among  
Berkeley, the Adviser and the Trust.

Under  the  terms  of the new Sub-Advisory Agreement, the Adviser shall pay 
to Berkeley, as full compensation for services rendered under the 
Sub-Advisory Agreement  with respect to the Bond and Money Market Portfolios, 
monthly fees at the following annual rates based on the average daily net 
assets of each Portfolio.

<TABLE>

<CAPTION>



  SUB-ADVISORY FEE - BOND PORTFOLIO
- ------------------------------------
<S>                                   <C>

 .30% of first $50 million of average daily net assets


 .275% of next $100 million of average daily net assets


 .25% of next $150 million of average daily net assets


 .20% of next $200 million of average daily net assets


 .175% of average daily net assets over and above $500
million



</TABLE>

<TABLE>
<CAPTION>
<S>                                 <C>                <C>
SUB-ADVISORY FEE - MONEY MARKET PORTFOLIO
- ------------------------------------------

 .20% of first $50 million of average daily net assets


 .175% of next $100 million of average daily net assets 


 .15% of next $150 million of average daily net assets


 .10% of next $200 million of average daily net assets


 .075% of average daily net assets over and above $500
million

                     

</TABLE>



THE FEES WILL REMAIN UNCHANGED FROM THE FEES PAID TO THE CURRENT SUB-ADVISER FOR
THE BOND AND MONEY MARKET PORTFOLIOS.

If  these  proposals  are  approved  by the  Shareholders,  the name of the Bond
Portfolio  will be changed to Berkeley U.S.  Quality Bond Portfolio and the name
of the  Money  Market  Portfolio  will  be  changed  to  Berkeley  Money  Market
Portfolio.
     
BOARD  OF  TRUSTEES'  EVALUATION

The  Board,  including a majority of the  non-interested Trustees, has 
determined that the approval  of  the Berkeley Sub-Advisory Agreement on 
behalf of the Trust will enable  the  Trust  to  continue  to  obtain 
services of high quality at costs deemed  appropriate, reasonable and in 
the best interests of the Trust and its Shareholders.

The  Board, at its August 22, 1997 meeting, reviewed the terms of the 
Berkeley Sub-Advisory Agreement.  In  evaluating  the Berkeley Sub-Advisory 
Agreement, the Board took into account the following factors: (i) the 
qualifications of Berkeley  to  provide  sub-advisory services,
including  the  credentials  and  investment  experience  of Berkeley's
officers  and  employees;  (ii)  the  range of services provided by Berkeley
and  (iii)  the appropriateness of the sub-advisory fee schedules.  The 
Trustees were also presented with materials containing detailed fee schedules
of other comparable accounts for  other investment advisers,  including  
other  investment  companies and  other  mutual  funds underlying  insurance  
products.

Based  upon  its  review,  the  Board  concluded  that the Berkeley 
Sub-Advisory Agreement is 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 a majority of the  non-interested  Trustees, approved 
the Berkeley Sub-Advisory Agreement and voted  to  recommend  approval  to 
the  Shareholders  of each of the Bond and Money Market Portfolios.

REQUIRED    VOTE

Passage  of each of Proposals  2 and 3 requires  a vote of the "majority 
of the outstanding voting securities" of each Portfolio, which shall mean  
the  lesser  of  (i) 67%  or  more  of  the  Shares  of each 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 each Portfolio are present  
in person  or    represented by  proxy, or (ii) more than 50% of the
outstanding  Shares  of each Portfolio.

                     ____________________________________
                           THE TRUSTEES RECOMMEND
                         THAT SHAREHOLDERS VOTE "FOR"
                             PROPOSALS 2 AND 3
                      ___________________________________


                          PROXY SOLICITATION EXPENSES

The  costs  of the Meeting will be paid by London Pacific and RSIM,
including the costs associated  with  the  solicitation  of  voting 
instructions from London Pacific's Variable Contract  owners.

                           SUBSTANTIAL SHAREHOLDERS

As of the Record  Date,  London  Pacific  and LPLA  Separate  Account  One, a
separate account of London Pacific,  were known to the Board of Trustees and the
management  of the Trust to own of record 100% of the  Shares.  As of the Record
Date,  one  officer  and  Trustee  of  the  Trust  owned  a  Variable  Contract
representing less than 5% of the shares in the Portfolios.

               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,  1996 and the  Trust's  Semi-Annual
Report to Shareholders,  which includes  unaudited  financial  statements of the
Trust as of June 30,  1997,  may be  obtained  without  charge by calling  (800)
852-3152 or writing to the Annuity  Service  Center at P.O. Box 29564,  Raleigh,
North Carolina 27626.

                                OTHER BUSINESS

The Trustees know of no other business other than that described in Proposals 1,
2, and 3 of the Notice which will 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.

You 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,

                                        George  C.  Nicholson
                                        Vice  President,  Treasurer, Principal
                                        Financial  Officer  and  Principal
Dated: September ___,  1997             Accounting Officer

                                             







                                     ANNEX A

                       LPT VARIABLE INSURANCE SERIES TRUST

                    FORM OF PROPOSED SUB-ADVISORY AGREEMENT

     AGREEMENT dated as of  ______________,  1997, among  Robertson,  Stephens &
Company  Investment   Management,   L.P.  [("RSIM")],   a  [California  limited]
partnership  (the   "Sub-Adviser"),   LPIMC  Insurance  Marketing  Services,   a
California corporation (the "Adviser"), and LPT Variable Insurance 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  January 9, 1996,  as
amended,  with the Trust,  under which  Adviser has agreed to act as  investment
adviser to the Trust, which is registered as an open-end 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
sub-investment  advisory  services for the investment  portfolio(s) of the Trust
listed  on  EXHIBIT  A hereto  (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
sub-adviser  to the Adviser with  respect to the  Portfolio.  In this  capacity,
Sub-Adviser shall have the following responsibilities:

          (a) [to  render  investment  management  services  to and  manage  the
          Portfolio in a manner  consistent  with the investment  objectives and
          other information  provided to Sub-Adviser by Adviser.  Subject to any
          restrictions imposed by Adviser or the Board of Trustees of the Trust,
          Adviser  grants  Sub-Adviser  full  discretion  as to  all  investment
          decisions  regarding  the  Portfolio,  including,  but not limited to,
          authority  to  deal  in  all  securities  and  intangible   investment
          instruments of any kind  ("Securities") and full authority to exercise
          all rights  incidental  to  ownership  of such  Securities.  To enable
          Sub-Adviser to exercise fully such discretion, Adviser hereby appoints
          Sub-Adviser as agent and  attorney-in-fact for the Portfolio with full
          power and authority to sell and otherwise deal in securities contracts
          relating to the same for the Portfolio];

          (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; and

          (c) to furnish such statistical and analytical information and reports
          as may reasonably be required by the Adviser from time to time.

     2.  OBLIGATIONS  OF THE  ADVISER.  The  Adviser  shall  have the  following
obligations under this Agreement:

          (a) 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;

          (b) 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;

          (c)  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;

          (d)  to  compensate  the  Sub-Adviser  for  its  services  under  this
          Agreement  by the  payment  of fees as set forth in EXHIBIT B attached
          hereto; and

          [(e) to furnish the Sub-Adviser with copies of the Trust's Declaration
          of Trust and By-Laws and all amendments and supplements  thereto,  and
          the most recent  prospectus  and the related  statement of  additional
          information  for the  Portfolio  (such  prospectus  and  statement  of
          additional information, as currently in effect, and all amendments and
          supplements thereto, are herein called the "Prospectus").  The Adviser
          or the Trust will  furnish  the  Sub-Adviser  with any  amendments  or
          supplements to the foregoing, including drafts of any revisions to the
          Prospectus for the Portfolio.]

     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 the
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 London Pacific
Life &  Annuity  Company  and its  affiliates  which  may  invest  in the  Trust
(collectively,  the "Life Company") which relate to the Portfolio, 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.  SERVICE  MARK.  RSIM,  as the  owner of the  service  mark  "Robertson,
Stephens   Diversified   Growth",   has  sublicensed  the  Robertson,   Stephens
Diversified  Growth  Portfolio to include the words  "Robertson,  Stephens"  and
"Diversified  Growth" as part of its  corporate  name,  subject to revocation by
[RSIM] in the event that the Portfolio  ceases to engage RSIM or its  affiliates
as sub-adviser. The Portfolio will be required upon demand of RSIM to change its
corporate  name to  delete  the words  "Robertson,  Stephens"  and  "Diversified
Growth" therefrom.  This Agreement will thereupon  automatically terminate and a
new contract will, at such time, be submitted to a vote of the  shareholders  of
the Portfolio.

     6. GOVERNING LAW. The Agreement  shall be construed in accordance  with and
governed by the laws of the State of California.

     7.  EXECUTION  OF  AGREEMENT.  This  Agreement  will become  binding on the
parties hereto upon their execution of the attached Exhibit B to this Agreement.

     8. 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,  current  copies of which shall be provided to the
Sub-Adviser by Adviser,  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.

     9.  TERMINATION.  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.

     10. 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.

     11.  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).

     12. 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.

     13.  INDEMNIFICATION.  The Adviser  shall  indemnify  and hold harmless the
Sub-Adviser,   its  affiliates,   and  their  respective  officers,   directors,
principals, employees, members, agents 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 (i) any  matter  to which  the  Sub-Advisory
Agreement relates,  (ii) any breach by the Adviser, or its directors,  officers,
partners, employees or agents of any fiduciary duty owed to the Trust, (iii) any
violation  by the  Adviser of any federal or state  securities  law or any other
applicable law or regulation relating to its activities  contemplated  hereunder
or (iv) the gross negligence,  malfeasance or bad faith of the Adviser or any of
its affiliates,  directors,  officers,  partners,  employees, members or agents.
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; provided that
failure to provide such notice shall not affect Adviser's  obligation under this
paragraph unless the failure to notify materially  precludes the defense of such
claim.  In the event that the Adviser,  within 20 days of receiving such notice,
fails to assume the defense of the  Indemnified  Party,  the  Indemnified  Party
shall have the right to undertake the defense,  compromise or settlement of such
action, on behalf of and for the account and risk of the Adviser.

     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 the last
sentence of the previous paragraph.

[14.  LIMITATION OF LIABILITY.  (a) The Sub-Adviser will use its best efforts in
performing its duties under this Agreement, and shall not be liable to the Trust
or the  Portfolio  for any error of judgment  including,  but not limited to any
error in judgment with respect to buying or selling  securities on behalf of the
Portfolio;  for any mistake of law; for any act or omission by the  Sub-Adviser,
or for any losses  sustained by the Trust,  unless said error,  mistake,  act or
omission by the Sub-Adviser is the result of willful  misfeasance,  bad faith or
gross negligence in its performance  under this Agreement or reckless  disregard
of its obligations under this Agreement. The Sub-Adviser shall not be liable for
any change in applicable  law,  which by its terms takes effect on a retroactive
basis,  and which, as a result,  causes the Sub-Adviser to have failed to comply
with such law in the  performance of its duties under this Agreement  during any
period which such law has been retroactively applied.

     (b) The  Sub-Adviser  shall have no  responsibility  for and shall incur no
liability to the Trust,  any shareholder of the Trust or the Adviser relating to
(1) the selection or  establishment  by the Trust of its investment  objectives,
fundamental  policies and restrictions;  (2) the Trust's registration or duty to
register with any government or governmental  agency,  (3) the administration of
any plans,  trusts or  accounts  investing  through the Trust or (4) the Trust's
compliance  with  requirements of the 1940 Act and Sub-chapter M of the Internal
Revenue Code, except where the failure to comply with the provisions of the 1940
Act or Sub-chapter M of the Internal  Revenue Code arises out of or results from
the  Sub-Adviser's  performance  of or failure to perform its duties  under this
Agreement.  The  Sub-Adviser  shall not be liable for any act or omission of the
Adviser or any custodian,  broker,  agent or other party selected by the Adviser
to provide  services for the Trust or the  Portfolio,  except such as arise from
the  Sub-Adviser's  performance  of or failure to perform its duties  under this
Agreement or of the Sub-Adviser's fiduciary duty to the Adviser or to the Trust.

     15.  SERVICES TO OTHER CLIENTS.  The Adviser and the Trust  acknowledge and
understand that the Sub-Adviser engages in an investment advisory business apart
from  managing the  Portfolio.  This will create  conflict of interest  with the
Portfolio over the Sub-Adviser's  time devoted to managing the Portfolio and the
allocation of investment  opportunities among accounts (including the Portfolio)
managed by the  Sub-Adviser.  The  Sub-Adviser  will attempt to resolve all such
conflicts in a manner that is generally fair to all of its clients.  The Adviser
and the Trust confirm that the  Sub-Adviser may give advice and take action with
respect to any of its other  clients  that may differ from  advice  given or the
timing or nature of action taken with respect to the  Portfolio so long as it is
the Sub-Adviser's  policy,  to the extent  practicable,  to allocate  investment
opportunities  to the  Portfolio  over a period of time on a fair and  equitable
basis  relative to other clients.  Nothing in this Agreement  shall be deemed to
obligate the  Sub-Adviser  to acquire any security for its or their own accounts
or for the account of any other  client if, in the  absolute  discretion  of the
Sub-Adviser,  it is not  practical  or  desirable  to acquire a position in such
security for the Portfolio.]

     [16].  DISPUTES.  The parties  waive their right to seek remedies in court,
including any right to a jury trial.  The parties agree that in the event of any
dispute arising between or among the parties or any of their affiliates  arising
out of, relating to or in connection with this Agreement,  such dispute shall be
resolved  exclusively  by  arbitration  to be conducted  only in San  Francisco,
California  in  accordance  with  the  rules  of the  Judicial  Arbitration  and
Mediation Service ("JAMS"),  applying the laws of California.  The parties agree
that such  arbitration  shall be conducted by a retired judge who is experienced
in resolving disputes,  regarding the securities business,  that discovery shall
not be permitted  except as required by the rules of JAMS,  that the arbitration
award  shall not include  factual  findings  or  conclusions  of law and that no
punitive damages shall be awarded. The parties understand that any party's right
to appeal or seek  modification  of any  ruling  or award of the  arbitrator  is
severely  limited.  Any  award  rendered  by the  arbitrator  shall be final and
binding,  and  judgment  may  be  entered  on  it  in  any  court  of  competent
jurisdiction.

     [17.  DELIVERY OF BROCHURE.  The Adviser and the Trust acknowledge that the
Adviser and the Trust have received the  Sub-Adviser's  brochure  required to be
delivered  under the Investment Advisers Act of 1940 (including  the information
in Part II of the Sub-Adviser's  Form ADV). Upon written request,  without 
charge, the Sub-Adviser agrees to deliver annually the  Sub-Adviser's  brochure
required by the Advisers Act.

     18.  NOTICES.  Any notice under this  Agreement  shall be given in writing,
addressed and delivered,  telecopied with  acknowledgment of receipt,  or mailed
postage prepaid, to the other parties hereto at the addresses set forth below:

         (a)      If to the Sub-Adviser:

                  Robertson, Stephens Investment Management, L.P.
                  555 California Street
                  San Francisco, CA 94104
                  Attention: Dana Welch, Esq.
                  Facsimile: (415) 676-2675

         (b)      If to the Adviser:

                  LPIMC Insurance Marketing Services
                  1755 Creekside Oaks Drive
                  Sacramento, CA 95833
                  Attention: Mr. Mark E. Prillaman

         (c)      If to the Trust:

                  LPT Variable Insurance Series Trust
                  1755 Creekside Oaks Drive
                  Sacramento, CA 95833
                  Attention: Mr. Mark E. Prillaman]

LPT  VARIABLE  INSURANCE  SERIES  TRUST

By:  _______________________________

Title: ______________________________

LPIMC  INSURANCE  MARKETING  SERVICES

By:  _______________________________

Title: ______________________________

ROBERTSON,  STEPHENS  &  COMPANY
INVESTMENT  MANAGEMENT,  L.P.

By:  ______________________________

Title: _____________________________

                                    EXHIBIT A

                       LPT VARIABLE INSURANCE SERIES TRUST

     The following  Portfolio of LPT Variable  Insurance Series Trust is subject
to this Agreement:

                   Robertson  Stephens  Diversified  Growth  Portfolio


                                    EXHIBIT B

                       LPT VARIABLE INSURANCE 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:

         Robertson  Stephens  Diversified  Growth  Portfolio

          .70%  of  first  $10 million on an annualized basis of average daily
          net  assets  under  management

          .65%  of  next  $25  million on an annualized basis of average daily
          net  assets  under  management

          .60%  of  next  $165 million on an annualized basis of average daily
          net  assets  under  management

          .55%  on an  annualized  basis  of  average  daily  net  assets  under
          management over and above $200 million.


LPT  VARIABLE  INSURANCE  SERIES  TRUST

By:  _______________________________

Title:  ____________________________

LPIMC  INSURANCE  MARKETING  SERVICES

By:  _______________________________

Title:  ____________________________

ROBERTSON,  STEPHENS  &  COMPANY
INVESTMENT  MANAGEMENT,  L.P.

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 each
Portfolio.


                                     ANNEX B

                       LPT VARIABLE INSURANCE SERIES TRUST

                     FORM OF PROPOSED SUB-ADVISORY AGREEMENT

AGREEMENT dated as of _________, 1997, among [Berkeley Capital Management (BCM),
a California corporation] (the "Sub-Adviser"), LPIMC Insurance Marketing
Services, a California  corporation (the "Adviser"),  and LPT Variable Insurance
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 January 9, 1996, as amended, with the
Trust, under which Adviser has agreed to act as investment adviser to the Trust,
which is registered as an open-end  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
sub-investment  advisory  services for the investment  portfolio(s) of the Trust
listed  on  Exhibit  A hereto  (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
sub-adviser  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;

          (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 B 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 the
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 London Pacific
Life &  Annuity  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. The Agreement  shall be construed in accordance  with and
governed by 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 B 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 and state laws and regulations.

     8.  Terminations.  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 the Sub-Advisory Agreement
relates.  However,  in no case (i) is the  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

                       LPT VARIABLE INSURANCE SERIES TRUST

     The following Portfolios of LPT Variable Insurance Series Trust are subject
to this Agreement.

                      Berkeley U.S. Quality Bond Portfolio

                         Berkeley Money Market Portfolio




                                    EXHIBIT B

                       LPT VARIABLE INSURANCE 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,  payable  monthly,  at an  annual  rate  of  each
Portfolio's average daily net assets, commencing on ________, 1997 as follows:

         Berkeley U.S. Quality Bond Portfolio

                  .30% of first $50 million
                  .275% of next $100 million
                  .25% of next $150 million
                  .20% of next $200 million
                  .175% of average daily net assets over and above $500 million

         Berkeley Money Market Portfolio

                  .20% of first $50 million
                  .175% of next $100 million
                  .15% of next $150 million
                  .10% of next $200 million
                  .075% of average daily net assets over and above $500 million

LPT VARIABLE INSURANCE SERIES TRUST

By:________________________________

Title:_____________________________

LPIMC INSURANCE MARKETING SERVICES

By: ______________________________

Title: ___________________________

BERKELEY CAPITAL MANAGEMENT

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 each
Portfolio.


                                    PROXY
                ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO
                                      OF
                      LPT VARIABLE INSURANCE SERIES TRUST

                       SPECIAL MEETING OF SHAREHOLDERS

                                  OCTOBER 3, 1997


KNOW  ALL MEN BY  THESE  PRESENTS  that the  undersigned  shareholder(s)  of the
Robertson Stephens Diversified Growth Portfolio of LPT Variable Insurance 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  October  3,  1997 at the
offices of London  Pacific Life & Annuity  Company,  1755  Creekside Oaks Drive,
Sacramento, California at 10:00 a.m., local time, and at any adjournment thereof
("Meeting"), as follows:

To approve a proposed new Sub-Advisory Agreement among Robertson, Stephens & 
Company Investment Management, L.P., LPIMC Insurance Marketing Services and 
LPT Variable Insurance Series Trust for the Robertson Stephens Diversified 
Growth Portfolio.  


      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


                           London Pacific Life & Annuity Company


                           ___________________________________________________
                           Name of Insurance Company


                           ___________________________________________________
                           Name and Title of Authorized Officer


                           ___________________________________________________
                           Signature of Authorized Officer


ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO

Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:

LPLA SEPARATE ACCOUNT ONE

__________________________________

__________________________________

__________________________________


TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:


__________________________________




ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO


              INSTRUCTIONS TO LONDON PACIFIC LIFE & ANNUITY COMPANY
                   FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
        LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON OCTOBER 3, 1997
                       INSTRUCTIONS SOLICITED ON BEHALF OF
                      LONDON PACIFIC LIFE & ANNUITY COMPANY


The  undersigned  hereby  instructs  London Pacific Life & Annuity  Company (the
"Company")  to vote all shares of the Robertson Stephens Diversified Growth
Portfolio of LPT  VARIABLE INSURANCE  SERIES  TRUST  (the  "Trust")  represented
by units held  by  the undersigned  at a special  meeting  of  shareholders  of 
the Trust to be held at 10:00 a.m., local time, on October 3, 1997, at the 
offices of London Pacific Life & Annuity Company, 1755 Creekside Oaks Drive, 
Sacramento,  California and at any adjournment thereof, as indicated on page 2.


                           Dated:______________________________________, 1997


                           __________________________________________________
                                              Signature(s)



NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ABOVE. 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.


INSTRUCTIONS SOLICITED ON BEHALF OF LONDON PACIFIC LIFE & ANNUITY COMPANY

LONDON  PACIFIC  LIFE & ANNUITY  COMPANY  WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON PAGE 2 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 FORM IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE SHARES FOR WHICH IT 
HAS NOT RECEIVED INSTRUCTIONS IN THE SAME PROPORTION AS IT VOTES THE SHARES FOR
WHICH IT HAS RECEIVED INSTRUCTIONS.

Please vote by filling in the  appropriate  box below.



<TABLE>
<CAPTION>
FOR     AGAINST    ABSTAIN FROM
- ----  -----------  ------------                                                  

<S>           <C>           <C>
 [ ]          [ ]           [ ] To approve a proposed new Sub-Advisory Agreement
                                among Robertson, Stephens & Company Investment
                                Management, L.P., LPIMC Insurance Marketing
                                Services and LPT Variable Insurance Series 
                                Trust for the Robertson Stephens Diversified
                                Growth Portfolio. 

                               
</TABLE>

                            IMPORTANT: Please sign on page 1.




                                    PROXY
                    SALOMON U.S. QUALITY BOND PORTFOLIO
                                      OF
                      LPT VARIABLE INSURANCE SERIES TRUST

                       SPECIAL MEETING OF SHAREHOLDERS

                                  OCTOBER 3, 1997


KNOW  ALL MEN BY  THESE  PRESENTS  that the  undersigned  shareholder(s)  of the
Salomon U.S.  Quality Bond  Portfolio  of LPT  Variable  Insurance  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  October  3,  1997 at the
offices of London  Pacific Life & Annuity  Company,  1755  Creekside Oaks Drive,
Sacramento, California at 10:00 a.m., local time, and at any adjournment thereof
("Meeting"), as follows:

To approve a proposed new Sub-Advisory Agreement among Berkeley Capital
Management, LPIMC Insurance Marketing Services and LPT Variable Insurance
Series Trust for the Salomon U.S. Quality Bond Portfolio.  

      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


                           London Pacific Life & Annuity Company


                           ___________________________________________________
                           Name of Insurance Company


                           ___________________________________________________
                           Name and Title of Authorized Officer


                           ___________________________________________________
                           Signature of Authorized Officer


SALOMON U.S. QUALITY BOND PORTFOLIO

Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:

LPLA SEPARATE ACCOUNT ONE

__________________________________

__________________________________

__________________________________


TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:


__________________________________




SALOMON U.S. QUALITY BOND PORTFOLIO


              INSTRUCTIONS TO LONDON PACIFIC LIFE & ANNUITY COMPANY
                   FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
        LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON OCTOBER 3, 1997
                       INSTRUCTIONS SOLICITED ON BEHALF OF
                      LONDON PACIFIC LIFE & ANNUITY COMPANY


The  undersigned  hereby  instructs  London Pacific Life & Annuity  Company (the
"Company") to vote all shares of the Salomon U.S.  Quality Bond Portfolio of LPT
VARIABLE  INSURANCE SERIES TRUST (the "Trust")  represented by units held by the
undersigned  at a special  meeting  of  shareholders  of the Trust to be held at
10:00 a.m.,  local time,  on October 3, 1997,  at the offices of London  Pacific
Life & Annuity Company, 1755 Creekside Oaks Drive, Sacramento, California and at
any adjournment thereof, as indicated on page 2.


                           Dated:______________________________________, 1997


                           __________________________________________________
                                              Signature(s)



NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ABOVE. 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.


INSTRUCTIONS SOLICITED ON BEHALF OF LONDON PACIFIC LIFE & ANNUITY COMPANY

LONDON  PACIFIC  LIFE & ANNUITY  COMPANY  WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON PAGE 2 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 FORM IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE SHARES FOR WHICH IT 
HAS NOT RECEIVED INSTRUCTIONS IN THE SAME PROPORTION AS IT VOTES THE SHARES FOR
WHICH IT HAS RECEIVED INSTRUCTIONS.

Please vote by filling in the  appropriate  box below.



<TABLE>
<CAPTION>
FOR     AGAINST    ABSTAIN FROM
- ----  -----------  ------------                                                  

<S>           <C>           <C>
 [ ]          [ ]           [ ] To approve a proposed new Sub-Advisory 
                                Agreement among Berkeley Capital Management, 
                                LPIMC Insurance Marketing Services and LPT
                                Variable Insurance Series Trust for the 
                                Salomon U.S. Quality Bond Portfolio.  
</TABLE>

                            IMPORTANT: Please sign on page 1.




                                    PROXY
                       SALOMON MONEY MARKET PORTFOLIO
                                      OF
                      LPT VARIABLE INSURANCE SERIES TRUST

                       SPECIAL MEETING OF SHAREHOLDERS

                                  OCTOBER 3, 1997


KNOW  ALL MEN BY  THESE  PRESENTS  that the  undersigned  shareholder(s)  of the
Salomon Money Market Portfolio of LPT Variable  Insurance 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  October  3,  1997 at the
offices of London  Pacific Life & Annuity  Company,  1755  Creekside Oaks Drive,
Sacramento, California at 10:00 a.m., local time, and at any adjournment thereof
("Meeting"), as follows:

To approve a proposed new Sub-Advisory Agreement among Berkeley Capital
Management, LPIMC Insurance Marketing Services and LPT Variable Insurance
Series Trust for the Salomon Money Market Portfolio.  

      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


                           London Pacific Life & Annuity Company


                           ___________________________________________________
                           Name of Insurance Company


                           ___________________________________________________
                           Name and Title of Authorized Officer


                           ___________________________________________________
                           Signature of Authorized Officer


SALOMON MONEY MARKET PORTFOLIO

Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:

LPLA SEPARATE ACCOUNT ONE

__________________________________

__________________________________

__________________________________


TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:


__________________________________




SALOMON MONEY MARKET PORTFOLIO


              INSTRUCTIONS TO LONDON PACIFIC LIFE & ANNUITY COMPANY
                   FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
        LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON OCTOBER 3, 1997
                       INSTRUCTIONS SOLICITED ON BEHALF OF
                      LONDON PACIFIC LIFE & ANNUITY COMPANY


The  undersigned  hereby  instructs  London Pacific Life & Annuity  Company (the
"Company")  to vote all shares of the Salomon Money Market Portfolio of LPT 
VARIABLE INSURANCE  SERIES  TRUST  (the  "Trust")  represented by units held
by  the undersigned  at a special  meeting  of  shareholders of the Trust to be 
held at 10:00 a.m., local time, on October 3, 1997, at the offices of London 
Pacific Life & Annuity Company, 1755 Creekside Oaks Drive, Sacramento,  
California and at any adjournment thereof, as indicated on page 2.


                           Dated:______________________________________, 1997


                           __________________________________________________
                                              Signature(s)



NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ABOVE. 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.


INSTRUCTIONS SOLICITED ON BEHALF OF LONDON PACIFIC LIFE & ANNUITY COMPANY

LONDON  PACIFIC  LIFE & ANNUITY  COMPANY  WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON PAGE 2 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 FORM IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE SHARES FOR WHICH IT 
HAS NOT RECEIVED INSTRUCTIONS IN THE SAME PROPORTION AS IT VOTES THE SHARES FOR
WHICH IT HAS RECEIVED INSTRUCTIONS.

Please vote by filling in the  appropriate  box below.



<TABLE>
<CAPTION>
FOR     AGAINST    ABSTAIN FROM
- ----  -----------  ------------                                                  

<S>           <C>           <C>
 [ ]          [ ]           [ ] To approve a proposed new Sub-Advisory 
                                Agreement among Berkeley Capital Management,
                                LPIMC Insurance Marketing Services and LPT
                                Variable Insurance Series Trust for the
                                Salomon Money Market Portfolio.   
                                
</TABLE>


                           IMPORTANT: Please sign on page 1.


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