SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
(X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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 8, 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 8,1997.
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 274,390 shares of the Growth Portfolio,
152,681 Shares of the Bond Portfolio and 2,561,466 Shares of the Money Market
Portfolio outstanding. See page 14 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 8, 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:
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
The aggregate amount of compensation paid by the Adviser to RSIM for the period
May 1, 1997 through August 29, 1997 was $4,036.
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:
<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 $225 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.
SUB-ADVISORY FEE - BOND PORTFOLIO
- ------------------------------------
.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
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
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 8, 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 BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION 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 BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION 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 BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION 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.
