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
MAS VALUE PORTFOLIO
BERKELEY SMALLER COMPANIES PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1997
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of MAS Value Portfolio and Berkeley Smaller Companies
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 April 30, 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. a. To approve a change in sub-adviser for the MAS Value Portfolio (the
"Value Portfolio") from Miller Anderson & Sherrerd, LLP to Harris Associates
L.P. ("Harris"), a proposed Sub-Advisory Agreement between the Trust, LPIMC
Insurance Marketing Services, Inc. (the "Adviser") and Harris and a proposed
Amendment to the Investment Advisory Agreement between the Trust and the
Adviser which provides for a fee increase for the MAS Value Portfolio;
b. To approve a change in sub-adviser for the Berkeley Smaller Companies
Portfolio (the "Smaller Companies Portfolio") from Berkeley Asset Management
Company to Robertson, Stephens & Company Investment Management, L.P.
("Robertson Stephens"), a proposed Sub-Advisory Agreement between the Trust,
the Adviser and Robertson Stephens and a proposed Amendment to the Investment
Advisory Agreement between the Trust and the Adviser which provides for a fee
increase at certain breakpoints for the Smaller Companies Portfolio.
2. With respect to the Smaller Companies Portfolio, to amend certain
fundamental investment restrictions concerning:
a. borrowing money;
b. making loans;
c. purchasing or selling commodities;
d. purchasing or selling real estate;
e. underwriting securities.
3. With respect to the Smaller Companies Portfolio, to eliminate certain
fundamental investment restrictions concerning:
a. transactions with the Trust's officers or Trustees;
b. ownership of more than 10% of the outstanding voting securities
of an issuer.
4. With respect to the Value Portfolio, to amend certain fundamental
investment restrictions concerning:
a. purchasing or selling commodities contracts;
b. borrowing money;
c. making loans;
d. acquiring more than 10% of the securities of one issuer.
5. With respect to the Value Portfolio, to add investment restrictions
concerning the following:
a. issuing any senior security;
b. acquiring securities of other investment companies.
6. 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 March 25, 1997, the
record date for this Meeting, shall be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE:
FOR THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE VALUE PORTFOLIO, THE
PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE TRUST, THE ADVISER AND HARRIS
ASSOCIATES L.P. AND THE PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT BETWEEN THE TRUST AND THE ADVISER WHICH PROVIDES FOR A FEE INCREASE;
FOR THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE SMALLER COMPANIES
PORTFOLIO, THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE TRUST, THE ADVISER
AND ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. AND THE PROPOSED
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND THE
ADVISER WHICH PROVIDES FOR A FEE INCREASE AT CERTAIN BREAKPOINTS;
FOR THE APPROVAL OF THE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO THE SMALLER COMPANIES PORTFOLIO CONCERNING:
BORROWING MONEY; MAKING LOANS; PURCHASING OR SELLING COMMODITIES; PURCHASING
OR SELLING REAL ESTATE; UNDERWRITING SECURITIES;
FOR THE APPROVAL OF THE ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO THE SMALLER COMPANIES PORTFOLIO CONCERNING:
TRANSACTIONS WITH THE TRUSTS' OFFICERS OR TRUSTEES; OWNERSHIP OF MORE THAN
10% OF THE OUTSTANDING VOTING SECURITIES OF AN ISSUER;
FOR THE APPROVAL OF THE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO THE VALUE PORTFOLIO CONCERNING: PURCHASING OR
SELLING COMMODITIES CONTRACTS; BORROWING MONEY; MAKING LOANS; ACQUIRING
MORE THAN 10% OF THE SECURITIES OF ONE ISSUER;
AND
FOR THE APPROVAL OF THE ADDITION OF CERTAIN INVESTMENT RESTRICTIONS
WITH RESPECT TO THE VALUE PORTFOLIO CONCERNING THE FOLLOWING: ISSUING ANY
SENIOR SECURITY; ACQUIRING SECURITIES OF OTHER INVESTMENT COMPANIES.
By Order of the Board of Trustees,
April 13, 1997
Sacramento, California GEORGE NICHOLSON
Vice President, Treasurer, Principal
Financial Officer and Principal
Accounting Officer
LPT VARIABLE INSURANCE SERIES TRUST
MAS VALUE PORTFOLIO
BERKELEY SMALLER COMPANIES PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
APRIL 30, 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 MAS Value Portfolio and
the Berkeley Smaller Companies 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 April 30, 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 April 13, 1997.
The Trustees have fixed the close of business on March 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 120,961 Shares of the MAS Value Portfolio
and 151,273 Shares of the Berkeley Smaller Companies Portfolio
outstanding. See page 15 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 April 28, 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 A CHANGE IN SUB-ADVISER FOR THE VALUE PORTFOLIO, THE
PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE TRUST, LPIMC INVESTMENT MARKETING
SERVICE, INC. (THE "ADVISER") AND HARRIS ASSOCIATES L.P. ("Harris") AND THE
AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND THE
ADVISER WHICH PROVIDES FOR A FEE INCREASE; and
FOR THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE SMALLER COMPANIES
PORTFOLIO, THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE TRUST, THE ADVISER
AND ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P. ("Robertson
Stephens") AND THE PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST AND THE ADVISER WHICH PROVIDES FOR A FEE INCREASE AT
CERTAIN BREAKPOINTS;
FOR THE APPROVAL OF THE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO THE SMALLER COMPANIES PORTFOLIO CONCERNING:
BORROWING MONEY; MAKING LOANS; PURCHASING OR SELLING COMMODITIES; PURCHASING
OR SELLING REAL ESTATE; UNDERWRITING SECURITIES;
FOR THE APPROVAL OF THE ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO THE SMALLER COMPANIES PORTFOLIO CONCERNING:
TRANSACTIONS WITH THE TRUSTS' OFFICERS OR TRUSTEES; OWNERSHIP OF MORE THAN
10% OF THE OUTSTANDING VOTING SECURITIES OF AN ISSUER;
FOR THE APPROVAL OF THE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO THE VALUE PORTFOLIO CONCERNING: PURCHASING OR
SELLING COMMODITIES CONTRACTS; BORROWING MONEY; MAKING LOANS; ACQUIRING MORE
THAN 10% OF THE SECURITIES OF ONE ISSUER;
AND
FOR THE APPROVAL OF THE ADDITION OF CERTAIN INVESTMENT RESTRICTIONS
WITH RESPECT TO THE VALUE PORTFOLIO CONCERNING THE FOLLOWING: ISSUING ANY
SENIOR SECURITY; ACQUIRING SECURITIES OF OTHER INVESTMENT COMPANIES.
The Trust knows of no business other than that described in Proposals 1, 2,
3, 4 and 5 of the Notice which will be presented for consideration at the
Meeting. If any other matters are properly presented, it is the intention
of the persons named as proxies to vote proxies in accordance with
their best judgment.
In the event a quorum is present at the Meeting but sufficient votes to
approve any of the Proposals are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of shareholders
based on a consideration of all relevant factors, including the nature of the
relevant proposal, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities
and the nature of the reasons for such further solicitation.
This Proxy Statement and the accompanying form of proxy will first be mailed
to Shareholders on or about April 13, 1997.
PROXY SUMMARY TABLE
<TABLE>
<CAPTION>
VALUE SMALLER COMPANIES
PROPOSALS PORTFOLIO PORTFOLIO
- ----------------------------------------------------------- --------- -----------------
<S> <C> <C>
1.a. To approve a change in sub-adviser for the MAS Value X
Portfolio (the "Value Portfolio"),a proposed
Sub-Advisory Agreement between the Trust, the Adviser
and Harris Associates L.P. and a proposed Amendment
to the Investment Advisory Agreement between the
Trust and the Adviser which provides for a fee
increase for the Value Portfolio;
b. To approve a change in sub-adviser for the Berkeley X
Smaller Companies Portfolio(the "Smaller Companies
Portfolio"), a proposed Sub-Advisory Agreement
between the Trust, the Adviser and Robertson,
Stephens & Company Investment Management, L.P. and a
proposed Amendment to the Investment Advisory
Agreement between the Trust and the Adviser which
provides for a fee increase at certain breakpoints for
the Smaller Companies Portfolio.
2. With respect to the Smaller Companies Portfolio,
to amend certain fundamental investment restrictions
concerning:
a. borrowing money; X
b. making loans; X
c. purchasing or selling commodities; X
d. purchasing or selling real estate; X
e. underwriting securities. X
3. With respect to the Smaller Companies Portfolio,
to eliminate the fundamental investment restrictions
concerning:
a. transactions with the Trust's officers or
Trustees; X
b. ownership of more than 10% of the outstanding
voting securities of an issuer. X
4. With respect to the Value Portfolio, to amend
certain fundamental investment restrictions concerning:
a. purchasing or selling commodities contracts; X
b. borrowing money; X
c. making loans; X
d. acquiring more than 10% of the securities
of one issuer. X
5. With respect to the Value Portfolio, to add
investment restrictions pertaining to the following:
a. issuing any senior security; X
b. acquiring securities of other investment
companies. X
6. To transact such other business as may properly come X X
before the meeting or any adjournment thereof.
</TABLE>
PROPOSAL 1.a.
TO APPROVE A CHANGE IN SUB-ADVISER FOR THE VALUE PORTFOLIO (THE "VALUE
PORTFOLIO") FROM MILLER ANDERSON & SHERRERD, LLP TO HARRIS ASSOCIATES L.P.
("HARRIS"), A PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE TRUST, LPIMC
INSURANCE MARKETING SERVICES, INC. (THE "ADVISER") AND HARRIS ("HARRIS
SUB-ADVISORY AGREEMENT") AND A PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY
AGREEMENT WHICH PROVIDES FOR A FEE INCREASE.
A copy of the proposed Harris Sub-Advisory Agreement between the Trust, the
Adviser and Harris is attached hereto as Exhibit A. The Form of the Proposed
Amendment (the "Advisory Amendment") to the Investment Advisory Agreement
between the Trust and the Adviser dated January 9, 1996 ("Advisory Agreement")
are attached hereto as Exhibit B and C, respectively. Information regarding
the proposed Advisory Amendment is set forth below under the heading
"Description of the Amendment to the Investment Advisory Agreement."
INFORMATION REGARDING THE PROPOSED HARRIS SUB-ADVISORY AGREEMENT
The Adviser serves as investment adviser to the Trust pursuant to the Advisory
Agreement dated January 9, 1996 attached hereto as Exhibit C. 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 proposed Harris Sub-Advisory Agreement, Harris
shall be responsible for the day to day investment management of the Value
Portfolio. The Harris Sub-Advisory Agreement provides that Harris shall make
investment decisions for the Value Portfolio and place orders on behalf of the
Value Portfolio to effect investment decisions in accordance with the Value
Portfolio's investment objectives and related policies, subject to the oversight
and supervision of the Adviser and the Trust's Board of Trustees.
Harris is a limited partnership, managed by its general partner, Harris
Associates, Inc., a wholly-owned subsidiary of New England Investment
Companies, L.P. ("NEIC"). NEIC owns all of the limited partnership interests
in Harris. NEIC is a publicly traded limited partnership that owns investment
management firms. A majority of the limited partnership interests in NEIC is
owned by Metropolitan Life Insurance Company. Harris is located at 2 North
LaSalle Street, Chicago, IL 60602.
The following table sets forth certain information concerning executive
officers and directors of Harris who are each located at 2 North LaSalle
Street, Chicago, IL:
<TABLE>
<CAPTION>
<S> <C>
Position with Harris
EXECUTIVE OFFICERS and Principal Occupation:
- ------------------ -------------------------
David Herro Director, Portfolio Manager
Robert Levy Director, President, Portfolio Manager
Roxanne Martino Director, Vice President
Victor Morgenstern Director, Chief Executive Officer
Anita Nagler Director, Chief Operating Officer
Carl Nygren Director, Director of Domestic Research
Neal Ryan Director, Chief Financial Officer of
New England Investment Companies
Robert Sanborn Director, Portfolio Manager
Donald Terao Chief Financial Officer
Peter Voss Director, Chief Executive Officer of
New England Investment Companies
</TABLE>
The proposed Harris Sub-Advisory Agreement will increase the amount of fees
which are currently paid by the Adviser to the sub-adviser of the Value
Portfolio as indicated in the table below.
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF PORTFOLIO CURRENT SUB-ADVISORY FEE PROPOSED SUB-ADVISORY FEE
- ----------------- ------------------------------------------- ------------------------------------------------
Value Portfolio .625% of first $25 million of average daily .75% of first $25 million of average daily net
net assets assets
.375% of the next $75 million of average .60% of next $75 million of average daily net
daily net assets assets
.25% of the next $400 million of average .50% of average daily net assets over and above
daily net assets $ 100 million
.20% of average daily net assets over and
above $500 million
</TABLE>
The aggregate amount of compensation which would have been paid by the Adviser
to the current sub-adviser of the Value Portfolio for its services for the
period January 3, 1996 (commencement of operations) through December 31, 1996
was $6,463 without the effect of the voluntary fee waiver described below. The
amount that the Adviser would have paid had the proposed fee been in effect
during such period is $7,756. The proposed fee represents a 20% increase in the
sub-advisory fee to be paid in connection with the Value Portfolio. The
current sub-adviser had agreed to waive its entire advisory fee for the
Portfolio for the initial three months of the Portfolio's investment operations.
In addition, the Life Company has voluntarily agreed to reimburse the Value
Portfolio for certain expenses (excluding brokerage commissions) in excess
of 1.29% through December 31, 1997. The Life Company has reserved the
right to withdraw or modify its policy of expense reimbursement for the Value
Portfolio.
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by Harris to the Portfolio. If
approved, the proposed fee schedule will become effective on May 1, 1997.
The following is a summary of rates charged by Harris for its services as
adviser or sub-adviser to mutual funds with objectives similar to those of
the Value Portfolio:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF COMPARABLE FUND ASSET SIZE ANNUAL FEE RATE
- ----------------------- -------------- --------------------------
(as of 3/3/97)
Sub-Adviser to New England Star
Worldwide Fund (Value Portfolio) $38.3 million .65% of first $50 mil
.60% of next $50 mil
.55% in excess of $100 mil
The Oakmark Fund $4.7 billion 1.00% of assets
</TABLE>
If this proposal is approved, the name of the Value Portfolio will be
changed to Harris Associates Value Portfolio.
PROPOSAL 1.b.
TO APPROVE A CHANGE IN SUB-ADVISER FOR THE SMALLER COMPANIES PORTFOLIO FROM
BERKELEY ASSET MANAGEMENT COMPANY TO ROBERTSON, STEPHENS & COMPANY INVESTMENT
MANAGEMENT, L.P.("ROBERTSON STEPHENS") AND A PROPOSED SUB-ADVISORY AGREEMENT
BETWEEN THE TRUST, THE ADVISER AND ROBERTSON STEPHENS ("ROBERTSON STEPHENS
SUB-ADVISORY AGREEMENT") AND AN AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
WHICH PROVIDES FOR A FEE INCREASE AT CERTAIN BREAKPOINTS.
A copy of the Form of the proposed Sub-Advisory Agreement between the Trust,
the Adviser and Robertson Stephens is attached hereto as Exhibit D and the
Form of the Advisory Amendment and the Advisory Agreement are attached hereto
as Exhibits B and C, respectively.
INFORMATION REGARDING THE PROPOSED ROBERTSON STEPHENS SUB-ADVISORY AGREEMENT
The Adviser serves as investment adviser to the Trust pursuant to the
Advisory Agreement, attached hereto as Exhibit C. 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 proposed Robertson Stephens Sub-Advisory
Agreement, Robertson Stephens shall be responsible for the day to day
investment management of the Smaller Companies Portfolio. The Robertson
Stephens Sub-Advisory Agreement provides that Robertson Stephens shall make
investment decisions for the Smaller Companies Portfolio and place orders on
behalf of the Portfolio to effect investment decisions in accordance with the
Portfolio's investment objectives and related policies, subject to the
oversight and supervision of the Adviser and of the Trust's Board of Trustees.
Robertson Stephens, 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 Robertson Stephens is Robertson, Stephens &
Company, Inc. ("GP") Robertson Stephens and its affiliates have in excess of
$4.5 billion under management in public and private investment funds.
Robertson, Stephens & Company LLC, its general partner, Robertson, Stephens
& Company, Inc., and Sanford R. Robertson may be deemed to be control
persons of Robertson Stephens. The address of Robertson Stephens is 555
California Street, San Francisco, CA 94104.
The following table sets forth certain information concerning executive officers
of Robertson Stephens 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 fee schedule in the proposed Robertson Stephens Sub-Advisory Agreement
provides for an increase in the amount of fees which are currently paid by the
Adviser to the sub-adviser of the Smaller Companies Portfolio as indicated in
the table below:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF PORTFOLIO CURRENT SUB-ADVISORY FEE PROPOSED SUB-ADVISORY FEE
- ----------------- ------------------------------------------ ------------------------------------------------
Smaller Companies .75% of first $10 million of average daily .70% of first $10 million of average daily net
net assets assets
.50% of average daily net assets over and .65% of the next $25 million of average daily
above $10 million net assets
.60% of the 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 which would have been paid by the Adviser
to the current sub-adviser of the Smaller Companies Portfolio for its services
for the period January 31, 1996 (commencement of operations) through December
31, 1996 was $9,362 without the effect of the voluntary fee waiver. The amount
that the Adviser would have paid had the proposed fee been in effect during
such period is $8,738 without any fee waiver. This fee represents a 6.7%
decrease in the sub-advisory fee that would have been paid in connection
with the Smaller Companies Portfolio.
The Adviser and current sub-adviser had agreed to waive their advisory fees
for the Smaller Companies Portfolio for the initial six months of the
Smaller Companies Portfolio's investment operations.
In addition, the Life Company has voluntarily agreed to reimburse the
Smaller Companies Portfolio for certain expenses (excluding brokerage
commissions) in excess of 1.39% through December 31, 1997. The Life Company has
reserved the right to withdraw or modify its policy of expense reimbursement
for the Smaller Companies Portfolio.
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by Robertson Stephens to the
Portfolio. If approved, the proposed fee schedule will become effective on
May 1, 1997.
The following is a summary of rates charged by Robertson Stephens for its
services as adviser to the Robertson Stephens Diversified Growth Fund, a mutual
fund with objectives similar to those of the Smaller Companies Portfolio:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF COMPARABLE FUND ASSET SIZE ANNUAL FEE RATE
- ------------------------- ----------------- ----------------
(as of 3/31/97)
The Robertson Stephens Diversified $51.6 million 1.00%
Growth Fund
</TABLE>
If this proposal is approved, the name of the Smaller Companies Portfolio
will be changed to Robertson Stephens Diversified Growth Portfolio.
DESCRIPTION OF THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT ("ADVISORY
AMENDMENT")
As stated above, the Adviser serves as investment adviser to the Trust
pursuant to the Investment Advisory Agreement. A copy of the proposed
Advisory Amendment is attached hereto as Exhibit B.
As compensation for its services, the Adviser receives a fee from the Trust
computed separately for each Series. The fee for each Series is stated as an
annual percentage of the current value of the net assets of the Series.
The proposed Advisory Amendment will increase the amount of fees which are
currently paid to the Adviser by the Trust for the Value Portfolio and the
Smaller Companies Portfolio as indicated in the table below.
<TABLE>
<CAPTION>
<S> <C> <C>
PORTFOLIO CURRENT ADVISORY FEE PROPOSED ADVISORY FEE
- ----------------- ------------------------------------------- ------------------------------------------------
Value Portfolio .875% of first $25 million of average daily 1.00% of first $25 million of average daily net
net assets assets
.625% of the next $75 million of average .85% of next $75 million of average daily net
daily net assets assets
.50% of the next $400 million of average .75% of average daily net assets over and above
daily net assets $ 100 million
.45% of average daily net assets over and
above $500 million
Smaller Companies 1.00% of first $10 million of average daily .95% of first $10 million of average daily net
net assets assets
.75% of average daily net assets over and .90% of the next $25 million of average daily
above $10 million net assets
.85% of the next $165 million of average daily
net assets
.80% of average daily net assets over and above
$ 200 million
</TABLE>
The aggregate amount of compensation which would have been paid to the
Adviser for its services for the period January 31, 1996 (commencement
of operations) through December 31, 1996 for each of the Series
indicated without the effect of any fee waiver as described below and
the amount that the Adviser would have received had the proposed fee
been in effect during such period is set forth in the table below:
<TABLE>
<CAPTION>
<S> <C> <C>
Aggregate Fee Under
Portfolio Current Fee Schedule Pro Forma Fee under Proposed Fee Schedule
- ------------------ ---------------------- -----------------------------------------
(*M -- Million)
- ------------------
Value Portfolio $ 9,048 $ 10,341
Smaller Companies
Portfolio $ 12,480 $ 11,856
</TABLE>
The Adviser had agreed to waive its entire advisory fee for the initial six
months of operations of the Smaller Companies Portfolio and the Value Portfolio.
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by the Adviser to the Series. If
approved, the proposed fee schedule will become effective on May 1, 1997.
BOARD OF TRUSTEES' EVALUATION
The Board, including the non-interested Trustees, has determined that the
approval of the Harris Sub-Advisory Agreement, the Robertson Stephens
Sub-Advisory Agreement and the Advisory Amendment 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 March 24, 1997 meeting, reviewed the proposed fee schedules
for Harris and Robertson Stephens and the Adviser. The Trustees were also
presented with materials containing detailed fee schedules of other comparable
accounts managed by Harris and Robertson Stephens and other investment
advisers, including other investment companies and other mutual funds
underlying insurance products.
In evaluating the Harris Sub-Advisory Agreement, the Robertson Stephens
Sub-Advisory Agreement and the Advisory Amendment, the Board took into account
the following factors: (i) the qualifications of Harris and Robertson Stephens
and the Adviser to provide sub-advisory and investment advisory services,
including the credentials and investment experience of their respective
officers and employees; (ii) the range of services provided by Harris and
Robertson Stephens and the Adviser and (iii) the appropriateness of the
sub-advisory and advisory fees.
Based upon its review, the Board concluded that the Harris Sub-Advisory
Agreement, the Robertson Stephens Sub-Advisory Agreement and the Advisory
Amendment are in the best interest of the Trust and the Trust's Shareholders.
Accordingly, after consideration of the above factors, and such other factors
and information that it deemed relevant, the Board, including a majority of
the non-interested Trustees, approved the Harris Sub-Advisory Agreement, the
Robertson, Stephens Sub-Advisory Agreement and the Advisory Amendment and
voted to recommend approval to the Shareholders of the Trust.
REQUIRED VOTE
Passage of Proposal 1.a. and b. requires a vote of the "majority of the
outstanding voting securities" of a Portfolio, which shall mean the lesser of
(i) 67% or more of the Shares of the Portfolio entitled to vote thereon
present in person or by proxy at the Meeting if holders of more than 50% of
the outstanding Shares of the respective Portfolio are present in person or
represented by proxy, or (ii) more than 50% of the outstanding Shares of the
Portfolio.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 1.
___________________________________
PROPOSAL 2. AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS FOR THE
SMALLER COMPANIES PORTFOLIO.
The primary purpose of Proposals 2.a. through 2.e. is to revise several
investment restrictions to conform to restrictions that are utilized for
existing funds managed by Robertson Stephens.
The Trustees believe that this standardization will help to promote
operational efficiencies, facilitate monitoring of compliance with
fundamental and non-fundamental investment restrictions, and enhance the
management of the investments in the Smaller Companies Portfolio in light of
future regulatory, business or investment conditions.
The following table indicates the proposed changes to the investment
restrictions.
The Smaller Companies Portfolio may not:
<TABLE>
<CAPTION>
<S> <C> <C>
Current Investment Restrictions Proposed Investment Restrictions
-------------------------------------------- ----------------------------------------------
2.a. Borrow money or mortgage or pledge any of Borrow more than one-third of the value of
its assets, except that the Portfolio may its total assets less all liabilities and
borrow from banks, for temporary or indebtedness (other than such borrowings) not
emergency purposes, up to 33 1/3% of its represented by senior securities.
total assets and pledge up to 33 1/3% of its
total assets in connection therewith. Any
borrowings that come to exceed 33 1/3% of
the value of the Portfolio's total assets at
any time will be reduced within three days
(exclusive of Sundays and legal holidays) to
the extent necessary to comply with the 33
1/3% limitation. The Portfolio may not
purchase securities when borrowings exceed
5% of its assets. Borrowings for purposes of
this restriction include reverse repurchase
agreements.
2.b. Make loans if, as a result, more than 33 Make loans, except by purchase of debt
1/3% of the Portfolio's total assets would obligations or other financial instruments in
be lent to other parties except (i) through which the Portfolio may invest consistent
the purchase of a portion of an issue of with its investment policies, by entering
debt securities in accordance with its into repurchase agreements, or through the
investment objectives, policies, and lending of its portfolio securities.
limitations, or (ii) by engaging in
repurchase agreements with respect to
portfolio securities. Portfolio securities
may be loaned only if continuously
collateralized at least 100% by "marking-to-
market" daily.
2.c. Purchase commodities or commodity contracts Purchase or sell commodities or commodity
(including futures contracts), except that contracts, except that the Portfolio may
the Portfolio may purchase securities of purchase or sell financial futures contracts,
issuers which invest or deal in commodities options on financial futures contracts, and
or commodity contracts. futures contracts, forward contracts, and
options with respect to foreign currencies,
and may enter into swap transactions or other
financial transactions, and except as
required in connection with otherwise
permissible options, futures, and commodity
activities as described elsewhere in the
prospectus or the Statement of Additional
Information at the time.
2.d. Purchase or sell real estate or real estate Purchase or sell real estate or interests in
limited partnerships or securities issued by real estate, including real estate mortgage
companies that invest in real estate or loans, although it may purchase and sell
interests therein. securities which are secured by real estate
and securities of companies, including
limited partnership interests, that invest or
deal in real estate and it may purchase
interests in real estate investment trusts.
(For purposes of this restriction, investment
by the portfolio in mortgage-backed
securities and other securities representing
interests in mortgage pools shall not
constitute the purchase or sale of real
estate or interests in real estate or real
estate mortgage loans.)
2.e. Make investments for the purpose of exercising Act as an underwriter of securities of other
control, or underwrite the securities of other issuers except to the extent that, in
issuers, except insofar as the Portfolio may connection with the disposition of portfolio
be technically deemed an underwriter in securities, it may be deemed to be an underwriter
connection with the disposition of its under certain federal securities laws.
portfolio securities.
</TABLE>
REQUIRED VOTE
Passage of Proposal 2.a., 2.b., 2.c., 2.d. and 2.e requires a vote of the
"majority of the outstanding voting securities" of the Portfolio, which shall
mean the lesser of (i) 67% or more of the Shares of the Portfolio
entitled to vote thereon present in person or by proxy at the Meeting if
holders of more than 50% of the outstanding Shares of the Portfolio are
present in person or represented by proxy, or (ii) more than 50% of the
outstanding Shares of the Portfolio.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 2.
___________________________________
PROPOSAL 3. ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS FOR
THE SMALLER COMPANIES PORTFOLIO.
The following fundamental investment restrictions are proposed to be deleted
with respect to the Smaller Companies Portfolio:
<TABLE>
<CAPTION>
<S> <C>
3.a. Purchase from, or sell any portfolio securities to, the Trust's officers or Trustees, or
any firm of which any such officer or Trustee is a member, as principal, except that the
Trust may deal with such persons or firms as securities dealers and pay a customary
brokerage commission; or retain securities of any issuer, if to the knowledge of the
Trust, one or more of its officers, Trustees or investment managers own beneficially
more than one-half of 1% of the securities of such issuer and all such persons together
own beneficially more than 5% of such securities.
3.b. Purchase the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a result thereof,
the Portfolio would own more than 10% of the outstanding voting securities of such
issuer.
</TABLE>
REQUIRED VOTE
Passage of Proposal 3.a. and 3.b. requires a vote of the "majority of the
outstanding voting securities" of the Portfolio, which shall mean the lesser
of (i) 67% or more of the Shares of the Portfolio entitled to vote thereon
present in person or by proxy at the Meeting if holders of more than 50% of
the outstanding Shares of the Portfolio are present in person or represented
by proxy, or (ii) more than 50% of the outstanding Shares of the Portfolio.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 3.
___________________________________
PROPOSAL 4. AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS FOR THE
VALUE PORTFOLIO.
The primary purpose of Proposals 4.a. through 4.d. is to conform several
investment restrictions to restrictions that are utilized for existing funds
managed by Harris Associates.
The Trustees believe that the standardization of the investment restrictions
will help to promote operational efficiencies, facilitate monitoring of
compliance with fundamental and non-fundamental investment restrictions, and
enhance the management of investments in the Value Portfolio in light of
future regulatory, business or investment conditions.
The following table indicates the proposed changes to the investment
restrictions.
The Value Portfolio may not:
<TABLE>
<CAPTION>
<S> <C> <C>
Current Investment Restrictions Proposed Investment Restrictions
--------------------------------------------- ----------------------------------------------
4.a. Invest in physical commodities or contracts Purchase and sell commodities or commodity
on physical commodities. contracts, except that it may enter into
forward foreign currency contracts.
4.b. Borrow money, except (i) as a temporary Borrow money except from banks for temporary
measure for extraordinary or emergency or emergency purposes in amounts not
purposes (ii) in connection with reverse exceeding 10% of the value of the Portfolio's
repurchase agreements provided that (i) and assets at the time of borrowing.
(ii) in combination do not exceed 33 1/3% of
the Portfolio's total assets (including the
amount borrowed) less liabilities (exclusive
of borrowings).
4.c. Make loans except: (i) by purchasing debt Make loans, but this restriction shall not
securities in accordance with its investment prevent the Portfolio from (a) investing in
objectives and policies, or entering into debt obligations, (b) investing in repurchase
repurchase agreements, subject to the agreements. (A repurchase agreement involves
limitations described in (h)below (ii) by a sale of securities to the Portfolio with
lending its portfolio securities and (iii) the concurrent agreement of the seller (bank
by lending portfolio assets to other or securities dealer) to repurchase the
Portfolios of the Trust, so long as such securities at the same price plus an amount
loans are not inconsistent with the 1940 Act equal to an agreed-upon interest rate within
or the Rules and Regulations, or a specified time. In the event of a
interpretations or orders of the SEC bankruptcy or other default of a seller of a
thereunder. repurchase agreement, the Portfolio could
experience both delays in liquidating the
underlying securities and losses.)
4.d. With respect to 75% of its assets, purchase Acquire securities of any one issuer which
a security if, as a result, it would hold at the time of investment (a) represent more
more than 10% (taken at the time of than 10% of the voting securities of the issuer,
investment) of the outstanding voting or, (b) have a value of greater than 10% of the
securities of any issuer. outstanding securities of the issuer.
</TABLE>
REQUIRED VOTE
Passage of Proposal 4.a., 4.b., 4.c. and 4.d. requires a vote of the
"majority of the outstanding voting securities" of the Portfolio, which shall
mean the lesser of (i) 67% or more of the Shares of the Portfolio entitled to
vote thereon present in person or by proxy at the Meeting if holders of more
than 50% of the outstanding Shares of the Portfolio are present in person or
represented by proxy, or (ii) more than 50% of the outstanding Shares of the
Portfolio.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 4.
___________________________________
PROPOSAL 5. ADDITIONAL FUNDAMENTAL INVESTMENT RESTRICTIONS FOR THE VALUE
PORTFOLIO
The following investment restrictions are proposed to be added as fundamental
investment restrictions for the Value Portfolio.
The Value Portfolio may not:
<TABLE>
<CAPTION>
<S> <C>
5.a. Issue any senior security except in connection with permitted borrowings; or
5.b. Acquire securities of other investment companies except (a) by purchase in the open
market, where no commission or profit to a sponsor or dealer results from such purchase
other than the customary broker's commission or (b) where the acquisition results from a
dividend or a merger, consolidation or other reorganization. (In addition to this
investment restriction, the Investment Company Act of 1940 provides that the Portfolio
may neither purchase more than 3% of the voting securities of any one investment company
nor invest more than 10% of the Portfolio's assets (valued at the time of investment) in
all investment company securities purchased by the Portfolio. Investment in the shares
of another investment company would require the Portfolio to bear a portion of the
management and advisory fees paid by that investment company, which might duplicate the
fees paid by the Portfolio.)
</TABLE>
REQUIRED VOTE
Passage of Proposal 5.a. and 5.b. requires a vote of the "majority of the
outstanding voting securities" of the Portfolio, which shall mean the lesser
of (i) 67% or more of the Shares of the Portfolio entitled to vote
thereon present in person or by proxy at the Meeting if holders of more
than 50% of the outstanding Shares of the Portfolio are present in person or
represented by proxy, or (ii) more than 50% of the outstanding Shares of the
Portfolio.
____________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 5.
___________________________________
PROXY SOLICITATION EXPENSES
The costs of the Meeting will be paid by London Pacific, including the costs
associated with the solicitation of voting instructions from its 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, 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, 3, 4 and 5 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: April 13, 1997 Accounting Officer
EXHIBIT A
LPT VARIABLE INSURANCE SERIES TRUST
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT dated as of ______________, 1997, among Harris Associates L.P.
("HALP"), a Delaware 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,
with the Trust, under which Adviser has agreed to act as investment adviser to
the Trust, which is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Advisory Agreement provides that the Adviser may engage a
sub-adviser or sub-advisers for the purpose of managing the investments of the
Portfolios of the Trust; and
WHEREAS, the Adviser desires to retain Sub-Adviser, which is engaged in
the business of rendering investment management services, to provide certain
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,
subject to the overall supervision of the Adviser, the Sub-Adviser shall have
the following responsibilities and authority:
(a) to manage the Portfolio on an ongoing basis, and with discretion to
make and implement decisions regarding 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
regarding investment securities of the Portfolio 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. SERVICE MARK. HAIM, as the owner of the service mark "Oakmark", has
sublicensed the Portfolio to utilize the word "Oakmark" in reference to
comparable fund performance, subject to revocation by HAIM in the event that
the Portfolio ceases to engage HAIM or its affiliates as sub-adviser.
6. GOVERNING LAW. The Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
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 as may be furnished to the
Sub-Adviser from time to time 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 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.
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 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 or the services performed by the Sub-Adviser in connection
herewith. However, in no case (i) is this indemnity to be deemed to protect
any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Sub-Advisory
Agreement or (ii) is the Adviser to be liable under this indemnity with
respect to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of
its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the 1933 Act, against any loss, liability,
claim, damage, or expense described in the foregoing indemnity, but only with
respect to the Sub-Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties under this Sub-Advisory Agreement.
In case any action shall be brought against the Adviser or any person so
indemnified, in respect of which indemnity may be sought against the
Sub-Adviser, (a) 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 and (b) the Sub-Adviser shall have the right to defend
any such claim with counsel selected by it.
The Sub-Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability for any error of
judgment or mistake of law or for any loss arising out of any investment or
other act or omission in the performance by the Sub-Adviser of its duties
under this Agreement or for any loss or damage resulting from the imposition
by any government or exchange control restrictions which might affect the
liquidity of the Portfolio's assets, or from acts or omissions of custodians
or securities depositories, or from any war or political act of any foreign
government to which such assets might be exposed, provided that nothing herein
shall be deemed to protect, or purport to protect, the Sub-Adviser against any
liability to which the Sub-Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder.
EXHIBIT A
LPT VARIABLE INSURANCE SERIES TRUST
The following Portfolios of LPT Variable Trust Insurance Series Trust are
subject to this Agreement:
Harris Associates Value 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:
Harris Associates Value Portfolio
.75% of first $25 million on an annualized basis of average
daily net assets under management.
.60% of next $75 million on an annualized basis of average
daily net assets under management.
.50% on an annualized basis of average daily net assets
under management over and above $100 million.
LPT VARIABLE INSURANCE SERIES TRUST
By:________________________________
Title:_____________________________
LPIMC INSURANCE MARKETING SERVICES
By:_______________________________
Title:____________________________
HARRIS ASSOCIATES 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.
EXHIBIT B
FORM OF PROPOSED AMENDMENT TO ADVISORY AGREEMENT
AMENDMENT TO ADVISORY AGREEMENT Dated January 9, 1996 between LPT Variable
Insurance Series Trust and LPIMC Insurance Marketing Services
Section 3.1 is hereby amended with the following changes to the fee schedule
effective May 1, 1997:
1. Section 3.1.3 is hereby deleted in its entirety and the following is
substituted in its place and stead:
<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO PROPOSED ADVISORY FEE
- ----------------------- ------------------------------------------------
Harris Associates Value 1.00% of first $25 million of average daily net
assets
.85% of next $75 million of average daily net
assets
.75% of average daily net assets over and above
$ 100 million
</TABLE>
2. Section 3.1.4 is hereby deleted in its entirety and the following is
substituted in its place and stead:
Robertson Stephens Diversified Growth
<TABLE>
<CAPTION>
<S> <C>
PORTFOLIO PROPOSED ADVISORY FEE
- ------------------ ------------------------------------------------
Robertson Stephens .95% of first $10 million of average daily net
Diversified Growth assets
.90% of the next $25 million of average daily
net assets
.85% of the next $165 million of average daily
net assets
.80% of average daily net assets over and above
$ 200 million
</TABLE>
LPT Variable Insurance Series Trust
By___________________________________
LPIMC Insurance Marketing Services
By___________________________________
EXHIBIT C
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the 9th day of January, 1996 between LPT VARIABLE
INSURANCE SERIES TRUST, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), and LPIMC INSURANCE
MARKETING SERVICES, a California Corporation (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act");
WHEREAS, the Trust is authorized to issue separate series, each of which
offers a separate class of shares of common stock, each having its own
investment objective or objectives, policies and limitations;
WHEREAS, the Trust currently offers shares in eight series, designated as
the Strong International Stock Portfolio, Strong Growth Portfolio, MAS Value
Portfolio, Berkeley Smaller Companies Portfolio, Lexington Corporate Leaders
Portfolio, MFS Total Return Portfolio, Salomon U.S. Quality Bond Portfolio and
Salomon Money Market Portfolio ("Current Series"), and the Trust may offer
shares of one or more additional series in the future;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management and administrative services to the Trust with respect to each
Current Series as indicated on the signature page in the manner and on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF THE ADVISER.
1.1 INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as the
investment adviser to the Trust and, as such, shall (i) obtain and evaluate
such information relating to the economy, industries, business, securities
markets and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Trust in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from
time to time securities to be purchased, sold, retained or lent by the Trust,
and implement those decisions, including the selection of entities with or
through which such purchases, sales or loans are to be effected; provided,
that the Adviser will place orders pursuant to its investment determinations
either directly with the issuer or with a broker or dealer, and if with a
broker or dealer, (a) will attempt to obtain the best net price and most
favorable execution of its orders, and (b) may nevertheless in its discretion
purchase and sell portfolio securities from and to brokers and dealers who
provide the Adviser with research, analysis, advice and similar services and
pay such brokers and dealers in return a higher commission or spread than may
be charged by other brokers or dealers.
The Trust hereby authorizes any entity or person associated with the
Adviser or any Sub-Adviser retained by Adviser pursuant to Section 7 of this
Agreement, which is a member of a national securities exchange, to effect any
transaction on the exchange for the account of the Trust which is permitted by
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(iv).
The Adviser shall carry out its duties with respect to the Trust's
investments in accordance with applicable law and the investment objectives,
policies and restrictions set forth in the Trust's then-current Prospectus and
Statement of Additional Information, and subject to such further limitations
as the Trust may from time to time impose by written notice to the Adviser.
1.2 ADMINISTRATIVE SERVICES. The Adviser shall manage the Trust's
business and affairs and shall provide such services required for effective
administration of the Trust as are not provided by employees or other agents
engaged by the Trust; provided, that the Adviser shall not have any obligation
to provide under this Agreement, any direct or indirect services to Trust
shareholders, any services related to the distribution of Trust shares, or any
other services which are the subject of a separate agreement or arrangement
between the Trust and the Adviser. Subject to the foregoing, in providing
administrative services hereunder, the Adviser shall:
1.2.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without cost to
the Trust, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Trust's needs.
1.2.2 PERSONNEL. Provide, without remuneration from or other cost to
the Trust, the services of individuals competent to perform all of the Trust's
executive, administrative and clerical functions which are not performed by
employees or other agents engaged by the Trust or by the Adviser acting in
some other capacity pursuant to a separate agreement or arrangement with the
Trust.
1.2.3 AGENTS. Assist the Trust in selecting and coordinating the
activities of the other agents engaged by the Trust, including the Trust's
shareholder servicing agent, custodian, independent accountants and legal
counsel.
1.2.4 TRUSTEES AND OFFICERS. Authorize and permit the Adviser's
directors, officers and employees who may be elected or appointed as Trustees
or officers of the Trust to serve in such capacities, without remuneration
from or other cost to the Trust.
1.2.5 BOOKS AND RECORDS. Assure that all financial, accounting and
other records required to be maintained and preserved by the Trust are
maintained and preserved by it or on its behalf in accordance with applicable
laws and regulations.
1.2.6 REPORTS AND FILINGS. Assist in the preparation of (but not pay
for) all periodic reports by the Trust to its shareholders and all reports and
filings required to maintain the registration and qualification of the Trust
and Trust shares, or to meet other regulatory or tax requirements applicable
to the Trust, under federal and state securities and tax laws.
1.3 ADDITIONAL SERIES. In the event that the Trust from time to time
designates one or more series in addition to the Current Series ("Additional
Series"), it shall notify the Adviser in writing. If the Adviser is willing to
perform services hereunder to the Additional Series, it shall so notify the
Trust in writing. Thereupon, the Trust and the Adviser shall enter into an
Addendum to this Agreement for the Additional Series and the Additional Series
shall be subject to this Agreement.
2.0 EXPENSES OF THE TRUST.
2.1 EXPENSES TO BE PAID BY ADVISER. The Adviser shall pay all salaries,
expenses and fees of the officers, Trustees and employees of the Trust who are
officers, directors or employees of the Adviser.
In the event that the Adviser pays or assumes any expenses of the Trust
not required to be paid or assumed by the Adviser under this Agreement, the
Adviser shall not be obligated hereby to pay or assume the same or any similar
expense in the future; provided, that nothing herein contained shall be deemed
to relieve the Adviser of any obligation to the Trust under any separate
agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE TRUST. The Trust shall bear all expenses
of its operation, except those specifically allocated to the Adviser under
this Agreement or under any separate agreement between the Trust and the
Adviser. Subject to any separate agreement or arrangement between the Trust
and the Adviser, the expenses hereby allocated to the Trust, and not to the
Adviser, include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and other
agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged
by the Trust to service shareholder accounts.
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting in type,
printing and distributing reports and other communications to shareholders.
2.2.4 PROSPECTUSES. All expenses of preparing, setting in type,
printing and mailing annual or more frequent revisions of the Trust's
Prospectus and Statement of Additional Information and any supplements
thereto and of supplying them to shareholders.
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of computing the
Trust's net asset value per share, including any equipment or services
obtained for the purpose of pricing shares or valuing the Trust's investment
portfolio.
2.2.6 COMMUNICATIONS. All charges for equipment or services used for
communications between the Adviser or the Trust and any custodian, shareholder
servicing agent, portfolio accounting services agent, or other agent engaged
by the Trust.
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and expenses
of the Trust's legal counsel and independent accountants.
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of Trustees other
than those affiliated with the Adviser, all expenses incurred in connection
with such unaffiliated Trustees' services as Trustees, and all other expenses
of meetings of the Trustees and committees of the Trustees.
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to holding meetings
of shareholders, including the printing of notices and proxy materials, and
proxy solicitation therefor.
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of registering
and maintaining the registration of the Trust under the Act and the
registration of the Trust's shares under the Securities Act of 1933 (the "1933
Act"), including all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any Registration
Statement, Prospectus and Statement of Additional Information under the 1933
Act or the Act, and any amendments or supplements that may be made from time
to time.
2.2.11 STATE REGISTRATION FEES. All fees and expenses of qualifying and
maintaining the qualification of the Trust and of the Trust's shares for sale
under securities laws of various states or jurisdictions, and of registration
and qualification of the Trust under all other laws applicable to the Trust or
its business activities (including registering the Trust as a broker-dealer,
or any officer of the Trust or any person as agent or salesman of the Trust in
any state).
2.2.12 BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable by
the Trustees of the Trust, including, without limitation, such bond, liability
and other insurance expenses that may from time to time be allocated to the
Trust in a manner approved by its Trustees.
2.2.13 BROKERAGE COMMISSIONS. All brokers' commissions and other
charges incident to the purchase, sale or lending of the Trust's portfolio
securities.
2.2.14 TAXES. All taxes or governmental fees payable by or with respect
to the Trust to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes.
2.2.15 TRADE ASSOCIATION FEES. All fees, dues and other expenses
incurred in connection with the Trust's membership in any trade association or
other investment organization.
2.2.16 NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring and
extraordinary expenses as may arise including the costs of actions, suits, or
proceedings to which the Trust is a party and the expenses the Trust may incur
as a result of its legal obligation to provide indemnification to its
officers, Trustees and agents.
3. ADVISORY FEE.
3.1 FEE. As compensation for all services rendered facilities provided
and expenses paid or assumed by the Adviser under this Agreement, the Trust
shall pay the Adviser on the last day of each month, or as promptly as
possible thereafter, a fee calculated at the annual rate of the average daily
net assets during such month of each series of the Trust as set forth below:
<TABLE>
<CAPTION>
<S> <C> <C>
Annual
Advisory
Fee
as a %
of Average
Daily
Portfolio Net Assets Net Asset Size
- -------------------------------- ---------- -----------------------
3.1.1 Strong International Stock .75% Less than $150 million
.70% $150 million to $500
million
.65% Over $500 million
3.1.2 Strong Growth .75% Less than $150 million
.70% $150 million to $500
million
.65% Over $500 million
3.1.3 MAS Value .875% Less than $25 million
.625% $25 million to $100
million
.50% $100 million to $500
million
.45% Over $500 million
3.1.4 Berkeley Smaller Companies 1.00% Less than $10 million
.75% Over $10 million
3.1.5 Lexington Corporate Leaders .65% Less than $10 million
.60% 10 million to $100 million
.55% Over $100 million
3.1.6 MFS Total Return .75% Less than $200 million
.70% $200 million to $1.3
billion
.65% Over $1.3 billion
3.1.7 Salomon U.S. Quality Bond .55% Less than $50 million
.525% $50 million to $150
million
.50% $150 million to $300
million
.45% $300 million to $500
million
.425% Over $500 million
3.1.8 Salomon Money Market .45% Less than $50 million
.425% $50 million to $150
million
.40% $150 million to $300
million
.35% $300 million to $500
million
.325% Over $500 million
</TABLE>
4. RECORDS.
4.1 TAX TREATMENT. The Adviser shall maintain the books and records of
the Trust in such a manner that treats each series as a separate entity for
federal income tax purposes.
4.2 OWNERSHIP. All records required to be maintained and preserved by
the Trust pursuant to the provisions or rules or regulations of the Securities
and Exchange Commission under Section 31(a) of the Act and maintained and
preserved by the Adviser on behalf of the Trust are the property of the Trust
and shall be surrendered by the Adviser promptly on request by the Trust;
provided, that the Adviser may at its own expense make and retain copies of
any such records.
5. REPORTS TO ADVISER.
The Trust shall furnish or otherwise make available to the Adviser such
copies of the Trust's Prospectus, Statement of Additional Information,
financial statements, proxy statements, reports, and other information
relating to its business and affairs as the Adviser may, at any time or from
time to time, reasonably require in order to discharge its obligations under
this Agreement.
6. REPORTS TO THE TRUST.
The Adviser shall prepare and furnish to the Trust such reports,
statistical data and other information in such form and at such intervals as
the Trust may reasonably request.
7. RETENTION OF SUB-ADVISER(S).
Subject to the Trust's obtaining the initial and periodic approvals
required under Section 15 of the Act, the Adviser may retain one or more
sub-advisers, at the Adviser's own cost and expense, for the purpose of
managing the investments of the assets of one or more Series of the Trust.
Retention of one or more sub-advisers shall in no way reduce the
responsibilities or obligations of the Adviser under this Agreement and the
Adviser shall be responsible to the Trust for all acts or omissions of any
sub-adviser in connection with the performance of the Adviser's duties
hereunder.
8. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Adviser or any
affiliated person of the Adviser to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. LIMITATION OF LIABILITY OF ADVISER AND ITS PERSONNEL.
Neither the Adviser nor any director, officer or employee of the Adviser
performing services for the Trust at the direction or request of the Adviser
in connection with the Adviser's discharge of its obligations hereunder shall
be liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with any matter to which this Agreement relates,
and the Adviser shall not be responsible for any action of the Trustees of the
Trust in following or declining to follow any advice or recommendation of the
Adviser; PROVIDED, that nothing herein contained shall be construed (i) to
protect the Adviser against any liability to the Trust or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Adviser's duties, or
by reason of the Adviser's reckless disregard of its obligations and duties
under this Agreement, or (ii) to protect any director, officer or employee of
the Adviser who is or was a Trustee or officer of the Trust against any
liability of the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Trust.
10. INDEMNIFICATION.
The Trust shall indemnify and hold harmless the Adviser, its officers and
directors and each person, if any, who controls the Adviser within the meaning
of Section 15 of the Securities Act of 1933 ("1933 Act") (any and all such
persons shall be referred to as "Indemnified Party"), against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any matter to which this Investment Advisory Agreement relates.
However, in no case (i) is this indemnity to be deemed to protect any
particular Indemnified Party against any liability to which such Indemnified
Party would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Investment Advisory
Agreement or (ii) is the Trust to be liable under this indemnity with respect
to any claim made against any particular Indemnified Party unless such
Indemnified Party shall have notified the Trust in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Adviser or such
controlling persons.
The Adviser shall indemnify and hold harmless the Trust and each of its
directors and officers and each person if any who controls the Trust within
the meaning of Section 15 of the 1933 Act, against any loss, liability, claim,
damage or expense described in the foregoing indemnity, but only with respect
to the Adviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Investment Advisory Agreement. In case
any action shall be brought against the Trust or any person so indemnified, in
respect of which indemnity may be sought against the Adviser, the Adviser
shall have the rights and duties given to the Trust, and the Trust and each
person so indemnified shall have the rights and duties given to the Adviser by
the provisions of subsections (i) and (ii) of this section.
11. NO PERSONAL LIABILITY OF TRUSTEES OR SHAREHOLDERS.
This Agreement is made by the Trust on behalf of its various Current
Series pursuant to authority granted by the Trustees, and the obligations
created hereby are not binding on any of the Trustees or shareholders of the
Trust individually, but bind only the property of each Current Series of the
Trust.
12. EFFECT OF AGREEMENT.
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Declaration of Trust or its By-Laws or any applicable
law, regulation or order to which it is subject or by which it is bound, or to
relieve or deprive the Trustees of the Trust of their responsibility for and
control of the conduct of the business and affairs of the Trust.
13. TERM OF AGREEMENT.
The term of this Agreement shall begin on the date first above written,
and unless sooner terminated as hereinafter provided, this Agreement shall
remain in effect through January 8, 1998. Thereafter, this Agreement shall
continue in effect with respect to the Trust from year to year, subject to the
termination provisions and all other terms and conditions hereof; PROVIDED,
such continuance with respect to the Trust is approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Trust or by the Trustees of the Trust; PROVIDED, that in either event such
continuance is also approved annually by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of either party hereto; and PROVIDED FURTHER that the Adviser shall
not have notified the Trust in writing at least sixty (60) days prior to
January 8, 1998, or at least sixty (60) days prior to January 8th of any year
thereafter that it does not desire such continuation. The Adviser shall
furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment thereof.
14. AMENDMENT OR ASSIGNMENT OF AGREEMENT.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; PROVIDED, that no such amendment shall be effective unless authorized
on behalf of the Trust (i) by resolution of the Trust's Trustees, including
the vote or written consent of a majority of the Trust's Trustees who are not
parties to this Agreement or interested persons of either party hereto, and
(ii) by vote of a majority of the outstanding voting securities of the Trust.
This Agreement shall terminate automatically and immediately in the event of
its assignment.
15. TERMINATION OF AGREEMENT.
This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other party; PROVIDED, that in the case of termination by the Trust,
such action shall have been authorized (i) by resolution of the Trust's Board
of Trustees, including the vote or written consent of Trustees of the Trust
who are not parties to this Agreement or interested persons of either party
hereto, or (ii) by vote of a majority of the outstanding voting securities of
the Trust.
16. INTERPRETATION AND DEFINITION OF TERMS.
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Act shall be resolved by reference to such term or provision of the Act and to
interpretation thereof, if any, by the United States courts, or, in the
absence of any controlling decision of any such court, by rules, regulations
or orders of the Securities and Exchange Commission validly issued pursuant to
the Act. Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested persons," "assignment" and "affiliated person," as
used in this Agreement shall have the meanings assigned to them by Section
2(a) of the Act. In addition, when the effect of a requirement of the Act
reflected in any provision of this Agreement is modified, interpreted or
relaxed by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
17. CAPTIONS.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
18. EXECUTION IN COUNTERPARTS.
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the date and year first above
written.
<TABLE>
<CAPTION>
<S> <C>
LPT VARIABLE INSURANCE SERIES
TRUST for its Strong International Stock
Portfolio, Strong Growth Portfolio,
MAS Value Portfolio, Berkeley Smaller
Companies Portfolio, Lexington
Corporate Leaders Portfolio, MFS
Total Return Portfolio, Salomon U.S.
Quality Bond Portfolio and Salomon
Money Market Portfolio.
Attest:
/S/ JERRY T. TAMURA By: /S/ MARK E. PRILLAMAN
- ---------------------------------- ------------------------------------
Secretary President
LPIMC INSURANCE MARKETING
SERVICES
Attest:
/S/ JERRY T. TAMURA By: /S/ MARK E. PRILLAMAN
- ---------------------------------- ------------------------------------
Secretary Executive Vice President & Chief
Marketing Officer
</TABLE>
EXHIBIT D
LPT VARIABLE INSURANCE SERIES TRUST
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT dated as of ________________, 1997, among Robertson Stephens &
Company (RSC) Investment Management, L.P., a _____________ 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,
with the Trust, under which Adviser has agreed to act as investment adviser to
the Trust, which is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Advisory Agreement provides that the Adviser may engage a
sub-adviser or sub-advisers for the purpose of managing the investments of the
Portfolios of the Trust; and
WHEREAS, the Adviser desires to retain Sub-Adviser, which is engaged in
the business of rendering investment management services, to provide certain
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") 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
RSC 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. 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.
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 Portfolios of LPT Variable Insurance Series Trust are
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.
PROXY
MAS VALUE PORTFOLIO
OF
LPT VARIABLE INSURANCE SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 30, 1997
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
MAS Value 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 April 30, 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:
1.a. To approve a change in sub-adviser for the MAS Value Portfolio (the "Value
Portfolio") from Miller Anderson & Sherrerd, LLP to Harris Associates L.P.
("Harris"), a proposed Sub-Advisory Agreement between the Trust, LPIMC
Insurance Marketing Services, Inc. (the "Adviser") and Harris and a proposed
Amendment to the Investment Advisory Agreement between the Trust and the
Adviser which provides for a fee increase for the MAS Value Portfolio;
FOR ( ) AGAINST ( ) ABSTAIN ( )
4. With respect to the Value Portfolio, to amend certain fundamental
investment restrictions concerning:
a. purchasing or selling commodities contracts;
FOR ( ) AGAINST ( ) ABSTAIN ( )
b. borrowing money;
FOR ( ) AGAINST ( ) ABSTAIN ( )
c. making loans;
FOR ( ) AGAINST ( ) ABSTAIN ( )
d. acquiring more than 10% of the securities of one issuer.
FOR ( ) AGAINST ( ) ABSTAIN ( )
5. With respect to the Value Portfolio, to add investment restrictions
concerning the following:
a. issuing any senior security;
FOR ( ) AGAINST ( ) ABSTAIN ( )
b. acquiring securities of other investment companies.
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
MAS VALUE 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:
__________________________________
PROXY
BERKELEY SMALLER COMPANIES PORTFOLIO
OF
LPT VARIABLE INSURANCE SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 30, 1997
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Berkeley Smaller Companies 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 April 30, 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:
1.b. To approve a change in sub-adviser for the Berkeley Smaller Companies
Portfolio (the "Smaller Companies Portfolio"), from Berkeley Asset Management
Company to Robertson, Stephens & Company Investment Management, L.P.
("Robertson Stephens"),a proposed Sub-Advisory Agreement between the Trust,
the Adviser and Robertson Stephens and a proposed Amendment to the Investment
Advisory Agreement between the Trust and the Adviser which provides
for a fee increase at certain breakpoints for the Smaller Companies Portfolio.
FOR ( ) AGAINST ( ) ABSTAIN ( )
2. With respect to the Smaller Companies Portfolio, to amend certain
fundamental investment restrictions concerning:
a. borrowing money;
FOR ( ) AGAINST ( ) ABSTAIN ( )
b. making loans;
FOR ( ) AGAINST ( ) ABSTAIN ( )
c. purchasing or selling commodities;
FOR ( ) AGAINST ( ) ABSTAIN ( )
d. purchasing or selling real estate;
FOR ( ) AGAINST ( ) ABSTAIN ( )
e. underwriting securities.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. With respect to the Smaller Companies Portfolio, to eliminate certain
fundamental investment restrictions concerning:
a. transactions with the Trust's officers or Trustees;
FOR ( ) AGAINST ( ) ABSTAIN ( )
b. ownership of more than 10% of the outstanding voting securities
of an issuer.
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
BERKELEY SMALLER COMPANIES 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:
__________________________________
MAS VALUE PORTFOLIO
INSTRUCTIONS TO LONDON PACIFIC LIFE & ANNUITY COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON APRIL 30, 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 MAS Value 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 April 30, 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>
[ ] [ ] [ ] 1.a. To approve a change in sub-adviser for the
MAS Value Portfolio (the "Value Portfolio")from
Miller Anderson & Sherrerd, LLP to Harris Associates
L.P. ("Harris"), a proposed Sub-Advisory Agreement
between the Trust, LPIMC Insurance Marketing Services,
Inc. (the "Adviser") and Harris and a proposed Amendment
to the Investment Advisory Agreement between the Trust
and the Adviser which provides for a fee
increase for the MAS Value Portfolio;
4. With respect to the Value Portfolio, to amend
certain fundamental investment restrictions concerning:
[ ] [ ] [ ] a. purchasing or selling commodities contracts;
[ ] [ ] [ ] b. borrowing money;
[ ] [ ] [ ] c. making loans;
[ ] [ ] [ ] d. acquiring more than 10% of the securities of one issuer.
5. With respect to the Value Portfolio, to add investment
restrictions concerning the following:
[ ] [ ] [ ] a. issuing any senior security;
[ ] [ ] [ ] b. acquiring securities of other investment companies.
</TABLE>
IMPORTANT: Please sign on page 1.
BERKELEY SMALLER COMPANIES PORTFOLIO
INSTRUCTIONS TO LONDON PACIFIC LIFE & ANNUITY COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON APRIL 30, 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 Berkeley Smaller Companies 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 April 30, 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>
[ ] [ ] [ ] 1.b. To approve a change in sub-adviser for
the Berkeley Smaller Companies Portfolio (the
"Smaller Companies Portfolio") from Berkeley
Asset Management Company to Robertson Stephens
& Company Investment Management, L.P.
("Robertson Stephens"), a proposed Sub-Advisory
Agreement between the Trust, the Adviser and
Robertson Stephens and a proposed Amendment to
the Investment Advisory Agreement between the
Trust and the Adviser which provides for a fee
increase at certain breakpoints for the
Smaller Companies Portfolio.
2. With respect to the Smaller Companies Portfolio,
to amend certain fundamental investment restrictions
concerning:
[ ] [ ] [ ] a. borrowing money;
[ ] [ ] [ ] b. making loans;
[ ] [ ] [ ] c. purchasing or selling commodities;
[ ] [ ] [ ] d. purchasing or selling real estate;
[ ] [ ] [ ] e. underwriting securities.
3. With respect to the Smaller Companies Portfolio, to
eliminate certain fundamental investment restrictions
concerning:
[ ] [ ] [ ] a. transactions with the Trust's officers or Trustees;
[ ] [ ] [ ] b. ownership of more than 10% of the outstanding voting
securities of an issuer.
</TABLE>
IMPORTANT: Please sign on page 1.
