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
LEXINGTON CORPORATE LEADERS PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 3, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of the Lexington Corporate Leaders Portfolio of 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 95833, on August 3, 2000, at 10:00 a.m., local
time, to consider and act upon the following proposals and to transact such
other business as may properly come before the Meeting or any adjournments
thereof:
1. To approve a change in sub-adviser for the Lexington Corporate Leaders
Portfolio from Lexington Management Corporation to London Pacific Advisory
Services, Inc. and a proposed amendment to the Sub-Advisory Agreement among
LPIMC Insurance Marketing Services ("Adviser"), London Pacific Advisory
Services, Inc. and the Trust with respect to the Lexington Corporate
Leaders Portfolio.
2. 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 June 16, 2000, 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 VOTING INSTRUCTION FORM PROMPTLY.
By Order of the Board of Trustees,
GEORGE NICHOLSON
Vice President, Treasurer, Principal
Financial Officer and Principal
Accounting Officer
July 13, 2000
Sacramento, California
LPT VARIABLE INSURANCE SERIES TRUST
LEXINGTON CORPORATE LEADERS PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 3, 2000
-----------
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"), which consists of separate portfolios.
This proxy is for use at a Special Meeting ("Meeting") of shareholders
("Shareholders") of the Lexington Corporate Leaders Portfolio (the "Lexington
Portfolio or Portfolio") to be held at the offices of London Pacific Life &
Annuity Company, 1755 Creekside Oaks Drive, Sacramento, California 95833
("London Pacific") on August 3, 2000, 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 voting instructions
form(s) were first mailed to variable contract owners on or about July 13, 2000.
The Trustees have fixed the close of business on June 16, 2000 as the record
date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the Lexington Corporate Leaders Portfolio
entitled to vote at the Meeting. Shareholders on the Record Date will be
entitled to one vote for each full Share held and to a proportionate fractional
vote for each fractional Share.
As of the Record Date, there were 505,669 shares of the Lexington Portfolio
outstanding. See page 9 for information concerning the substantial Shareholders
of the Shares of the Lexington Portfolio.
The cost of preparing, printing and mailing the Notice, Proxy Statement and
accompanying voting instructions form, and all other costs in connection with
the solicitation of proxies will be paid by London Pacific or an affiliate
thereof. In addition to the mailing of these proxy materials, proxies may be
solicited by letter, telephone or electronic means such as e-mail, or in person
by an officer of the Trust, by officers or employees of the Adviser or officers,
agents or employees of London Pacific.
THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1999, MAY BE OBTAINED WITHOUT CHARGE
BY CALLING (800) 852-3152 OR WRITING TO THE ANNUITY SERVICE CENTER AT P.O. BOX
2956, RALEIGH, NC 27626.
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 Proposal 1, a vote of the
"majority of the outstanding voting securities" of the Portfolio, which shall
mean the lesser of (i) 67% or more of the Shares of the Portfolio entitled to
vote thereon present in person or by proxy at the Meeting if holders of more
than 50% of the outstanding Shares of the Portfolio are present in person or
represented by proxy, or (ii) more than 50% of the outstanding Shares of the
Portfolio, is necessary to approve the Proposal.
The Trust was established to be used exclusively as the underlying investment
for certain variable annuity contracts ("Variable Contracts") issued by London
Pacific. All shares of the Portfolio 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 the Portfolio 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 July 31, 2000 as the last day
on which voting instructions will be accepted.
Any authorized voting instructions will be valid for any adjournment of the
Meeting. If the management of the Trust receives an insufficient number of votes
to approve the proposal, the Meeting may be adjourned to permit the solicitation
of additional votes. Those persons named as proxies in the voting instructions
have the discretion to vote for any such adjournment. The approval of the
proposal depends upon whether a sufficient number of votes are cast for the
proposal. Accordingly, an instruction to abstain from voting on any proposal has
the same practical effect as an instruction to vote against the proposal.
Any person giving voting instructions may revoke them at any time prior to
exercising them by submitting to the Secretary of the Trust a superseding voting
instructions form or written notice of revocation. Only the Variable Contract
owner executing the voting instructions form can revoke it. London Pacific will
vote the Shares of the Portfolio in accordance with all properly executed and
unrevoked voting instructions of Variable Contract owners.
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 LEXINGTON CORPORATE LEADERS
PORTFOLIO FROM LEXINGTON MANAGEMENT CORPORATION TO LONDON PACIFIC ADVISORY
SERVICES, INC. AND A PROPOSED AMENDMENT TO THE SUB-ADVISORY AGREEMENT AMONG
LPIMC INSURANCE MARKETING SERVICES (ADVISER), LONDON PACIFIC ADVISORY SERVICES,
INC. AND THE TRUST WITH RESPECT TO THE LEXINGTON CORPORATE LEADERS PORTFOLIO.
PROPOSAL 1: APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE LEXINGTON CORPORATE
LEADERS PORTFOLIO FROM LEXINGTON MANAGEMENT CORPORATION TO LONDON PACIFIC
ADVISORY SERVICES, INC. AND A PROPOSED AMENDMENT TO THE SUB-ADVISORY AGREEMENT
AMONG LPIMC INSURANCE MARKETING SERVICES (ADVISER), LONDON PACIFIC ADVISORY
SERVICES, INC. AND THE TRUST WITH RESPECT TO THE LEXINGTON CORPORATE LEADERS
PORTFOLIO
INTRODUCTION. The Adviser serves as investment adviser to the Trust pursuant to
the Advisory Agreement between the Adviser and the Trust dated January 9, 1996,
as amended. The Adviser's address is 1755 Creekside Oaks Drive, Sacramento,
California 95833. 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.
INFORMATION REGARDING PROPOSED SUB-ADVISORY AGREEMENT WITH
LONDON PACIFIC ADVISORY SERVICES, INC.
Currently, Lexington Management Corporation serves as the sub-adviser to the
Lexington Portfolio pursuant to a Sub-Advisory Agreement dated July 7, 1995
(Lexington Sub-Advisory Agreement). The Lexington Sub-Advisory Agreement was
approved by London Pacific, as the Portfolio's sole initial shareholder, by vote
of the Portfolio's initial seed money in 1996. It was most recently renewed by
the Board of Trustees at a meeting held on June 22, 1999. It is now proposed
that London Pacific Advisory Services, Inc. replace Lexington Management
Corporation as the sub-adviser for the Lexington Portfolio. London Pacific
Advisory Services, Inc. (LPA) (formerly known as Select Advisors, Inc.), located
at 1755 Creekside Oaks Drive, Suite 290, Sacramento, California 95833, began
operations in 1983 through its predecessor company, and is a registered
investment adviser. LPA and affiliated companies provide financial services for
clients with assets in excess of $2 billion. LPA is a wholly-owned subsidiary of
the London Pacific Group Limited, Minden House, 6 Minden Place, St. Helier,
Jersey JE1 1AE, Channel Islands, a corporation listed on the New York and London
Stock Exchanges with a market valuation of approximately $580 million. The
London Pacific Group Limited, which manages or administers funds valued at
approximately $4.5 billion (including the assets managed by LPA) as of December
31, 1999, maintains offices in Jersey (Channel Islands), Sacramento, Raleigh and
San Francisco.
LPA currently serves as sub-adviser to one other Portfolio of the Trust (the LPA
Global Leaders Portfolio, formerly, the SAI Global Leaders Portfolio) pursuant
to a Sub-Advisory Agreement ("Sub-Advisory Agreement") between the Adviser and
LPA dated as of April 8, 1999. (No sub-advisory fees were paid in 1999 to LPA in
connection with the LPA Global Leaders Portfolio. All such fees were waived.) It
is proposed that the Sub-Advisory Agreement be amended to add the Lexington
Portfolio to the agreement. A copy of the Sub-Advisory Agreement, including the
proposed amendment, is attached hereto as Annex A.
Under the terms of the Sub-Advisory Agreement, LPA is responsible for making
investment decisions and placing orders for the purchase and sale of the
Portfolio's investments directly with issuers or with brokers or dealers
selected by it at its discretion. LPA also furnishes to the Board, which has
overall responsibility for the business and affairs of the Portfolio, periodic
reports on the investment performance of the Portfolio.
LPA is obligated to manage the Portfolio in accordance with applicable laws and
regulations. The investment advisory services of LPA to the Portfolio are not
exclusive under the terms of the Sub-Advisory Agreement. LPA is free to, and
does, render investment advisory services to others.
Consistent with the requirements of the Investment Company Act of 1940 (1940
Act), the Sub-Advisory Agreement provides that LPA generally is not liable to
the Portfolio for any error of judgment or mistake of law, or otherwise, except
by reason of willful misfeasance, bad faith or gross negligence in the
performance of LPA's duties or by reason of its reckless disregard of its
obligations and duties under the Sub-Advisory Agreement.
The Sub-Advisory Agreement may be terminated at any time, without penalty, by
the Adviser or by the Trust by giving sixty (60) daysss. written notice of such
termination to the Sub-Adviser at its principal place of business, provided that
such termination 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 the Agreement or interested persons of any party
hereto, or (ii) by vote of a majority of the outstanding voting securities of
the Portfolio. This Agreement may be terminated at any time by LPA by giving
sixty (60) days' written notice of such termination to the Trust and the Adviser
at their respective principal places of business. The Sub-Advisory Agreement
terminates automatically in the event of its assignment (as defined in the 1940
Act.).
The current advisory fee and the proposed advisory fee for the Lexington
Portfolio are indicated in the table below:
CURRENT ADVISORY FEE PROPOSED ADVISORY FEE
.65% of first $10 million All Assets 0.50%
.60% of next $90 million
.55% over and above $100 million
UNDER THIS PROPOSAL, THE ADVISORY FEES PAID TO THE ADVISER BY THE PORTFOLIO WILL
DECREASE AND THE SUB-ADVISORY FEES PAID TO THE SUB-ADVISER BY THE ADVISER WILL
ALSO DECREASE.
The current sub-advisory fee and the proposed sub-advisory fee for the Lexington
Portfolio are indicated in the table below.
<TABLE>
<CAPTION>
Current Sub-Advisory Fee Proposed Sub-Advisory Fee
<S> <C> <C> <C>
------------------------------ ---------------------------- --------------------------- ----------------------------
Assets
Fees Assets Fees
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------
First $10 million .40% All assets .25%
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------
Next $90 million .35%
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------
Over and above $100 million .30%
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>
The aggregate amount of compensation paid by the Adviser to the current
sub-adviser of the Lexington Portfolio for its services for the year ended 1999
was $34,651.
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by LPA to the Portfolio. If approved,
the proposed fee schedule is anticipated to take effect in August, 2000.
A discussion concerning the Trustees' determination is contained under Board of
Trustees' Evaluation.
If the amendment to the Sub-Advisory Agreement is approved by Shareholders of
the Lexington Portfolio, it is anticipated to take effect in August, 2000. It
will remain in effect for two years from that date and, unless earlier
terminated, will continue from year to year thereafter with respect to the
Portfolio, provided that each such continuance is approved annually with respect
to the Portfolio (i) by the Board or by vote of a majority of the outstanding
voting securities of the Portfolio, and, in either case, (ii) by a majority of
the Trustees who are not parties to the Sub-Advisory Agreement or interested
persons of any such party (other than as Trustees of the Trust) (Independent
Trustees). In the event that Shareholders of the Lexington Portfolio do not
approve the amendment to the Sub-Advisory Agreement, the Board of Trustees will
take such action as it deems to be in the best interest of the Portfolio and its
Shareholders.
If the Proposal is approved, the Portfolio will also be renamed. The Portfolio's
new name will be the LPA Core Equity Portfolio.
Information about LPA and its principal executive officers and directors and
fees is presented as Annex B. George Nicholson, the Vice President, Treasurer,
Principal Financial Officer and Principal Accounting Officer of the Trust, is an
Assistant Secretary of LPA.
LPA is responsible for selecting the broker-dealers through which Portfolio
securities are purchased. LPA uses its judgment to decide which broker-dealer
firm, commodity broker or other firm will provide the best service to the
Portfolio for each security a Portfolio wants to buy or sell. In deciding which
firms provide the best service or "best execution", LPA considers a number of
factors, including the cost of the service, the price of the security through
that firm, the overall financial quality of the firm, the firm's capacity for
handling the transaction, the speed with which the transaction will be
completed, research provided by the firm on behalf of the Portfolio, the quality
of the reporting for the transaction and any other services the firm may
provide. Best execution does not mean the lowest price available or lowest
commission, but means the combination of the factors discussed above, which is
appropriate for the specific transaction. The Board of Trustees has overall
responsibility for assuring that LPA obtains best execution for Portfolio
transactions and for monitoring commissions paid to broker-dealers by the
Portfolio.
Research Services
LPA may select broker-dealers to execute trades for the Portfolio which
broker-dealers provide research and other services to LPA. These services may
include research information, analyses and reports about securities, statistical
data, advice on the value of securities, as well as equipment or services that
provide access directly to such data through third parties. Agreements with
these broker-dealers may provide that the broker-dealer may use a portion of the
commissions paid by LPA to offset the costs of these services. LPA will use
research services in managing the assets of the Portfolio. LPA may also use the
research services in managing accounts of clients other than the Portfolio. LPA
must at all times assure that the brokerage services of these broker-dealers
meet the standards for best execution discussed above. The Board of Trustees of
the Trust must also oversee these arrangements to assure that they meet the
standards imposed by the Securities and Exchange Commission for best execution
and that the research services conform to the guidelines established by the
Securities and Exchange Commission for such services.
Although LPA will make investment decisions independently for each Portfolio,
there may be occasions when more than one client of LPA, including other
Portfolios managed by LPA, will be purchasing or selling the same security.
There are occasions when the price for purchasing the security, or the
commissions the Portfolio would pay on the transaction, would be lower if all
the trades were combined (bunched or aggregated) in one order. LPA may bunch
trades of different Portfolios it subadvises when placing an order with a
broker-dealer where LPA believes the aggregation is in the best interests of
each Portfolio or client.
There may be other occasions where LPA is unable to purchase all the securities
required to fill all the orders of the Portfolio and other clients. LPA must
allocate the securities among the Portfolios and clients in a manner that is
fair to all parties.
For the fiscal year ended December 31, 1999, the Portfolio had no transactions
with affiliated broker/dealers.
BOARD OF TRUSTEES' EVALUATION
At a meeting of the Board of Trustees of the Trust held on June 5, 2000, the
Board of Trustees voted to terminate the Lexington Agreement and to approve a
proposed amendment to add the Lexington Portfolio to the Sub-Advisory Agreement
among the Trust, LPA and the Adviser. In terminating the Lexington Agreement the
Board took into account, among other things, the performance of Lexington
against relevant performance benchmarks and the performance of LPA against
relevant performance benchmarks.
The Board, including the independent Trustees, has determined that the
Sub-Advisory Agreement will enable the Lexington Portfolio to continue to obtain
services of high quality at costs deemed appropriate, reasonable and in the best
interests of the Lexington Portfolio and its Shareholders.
In evaluating the Sub-Advisory Agreement, the Board took into account, among
other things, the following factors: (i) the qualifications of LPA to provide
sub-advisory services, including the credentials and investment experience of
its officers; (ii) the high quality of the personnel, operations, financial
condition, investment management capabilities, methodologies and performance of
LPA; and (iii) the fairness of the compensation payable to LPA.
Based upon its review, the Board determined that the Sub-Advisory Agreement is
in the best interests of the Lexington Portfolio and its Shareholders.
Accordingly, after consideration of the above factors, and such other factors
and information it considered relevant, the Board, including the independent
Trustees, unanimously approved the Sub-Advisory Agreement and voted to recommend
its approval to the Portfolio's Shareholders.
PROPOSAL 2: OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this proxy statement. If other business should properly
come before the Meeting, proxies will be voted in accordance with the judgment
of the persons named in the accompanying proxy.
REQUIRED VOTE. Passage of Proposal 1 requires a vote of the "majority of the
outstanding voting securities" of the Portfolio, as defined in the 1940 Act,
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.
SUBSTANTIAL SHAREHOLDERS. As of the Record Date, all of the Shares of the Trust
were owned by London Pacific and its separate accounts. As of the Record Date,
the Officers and Trustees of the Trust together owned Variable Contracts which
represent less than 1% of the outstanding shares of the Trust.
SHAREHOLDER PROPOSALS. The Trust does not hold regular shareholders' meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholders' meeting should send their written proposals to the
Secretary of the Trust at the address set forth on the cover of this proxy
statement.
Proposals must be received in a reasonable time prior to the date of a meeting
of shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTIONS
FORM IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Trustees,
George C. Nicholson
Vice President, Treasurer, Principal
Financial Officer and Principal
Accounting Officer
July 13, 2000
Sacramento, California
ANNEX A
SUB-ADVISORY AGREEMENT
AMENDMENT TO SUB-ADVISORY AGREEMENT
AMONG
LONDON PACIFIC ADVISORY SERVICES, INC., LPIMC INSURANCE MARKETING
SERVICES AND LPT VARIABLE INSURANCE SERIES TRUST
This Amendment is made by and among London Pacific Advisory Services,
Inc., a California corporation (the Sub-Adviser), LPIMC Insurance Marketing
Services, a California corporation (the Adviser) and LPT Variable Insurance
Series Trust, a Massachusetts business trust (the Trust).
WHEREAS, the Sub-Adviser, Adviser and the Trust have entered into a
Sub-Advisory Agreement dated as of April 8, 1999 (Agreement), whereby Adviser
appointed Sub-Adviser to provide certain sub-advisory services to one of the
investment Portfolios of the Trust; and
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Adviser a sub-advisory fee as set forth in Exhibit B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fee as full compensation
under the Agreement for such services and expenses; and
WHEREAS, the Adviser desires to appoint Sub-Adviser to provide, and
Sub-Adviser has agreed to provide, additional sub-advisory services to one
additional portfolio of the Trust, effective upon execution.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree to amend the Agreement as follows:
1. Exhibit A to the Agreement is hereby deleted and replaced in its entirety
with Exhibit A dated ______________, 2000, attached hereto.
2. Exhibit B to the Agreement is hereby deleted and replaced in its entirety
with Exhibit B dated ______________, 2000, attached hereto.
IN WITNESS WHEREOF, the Sub-Adviser, the Adviser and the Trust have
caused this Amendment to be executed as of the _____ day of ____________, 2000.
LONDON PACIFIC ADVISORY
SERVICES, INC.
By: _____________________________________
LPIMC INSURANCE MARKETING SERVICES
By: _____________________________________
LPT VARIABLE INSURANCE SERIES TRUST
By: _____________________________________
EXHIBIT A
LPT VARIABLE INSURANCE SERIES TRUST
The following Portfolios of LPT Variable Insurance Series Trust are
subject to this Agreement:
LPA Global Leaders
LPA Core Equity
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 with respect to each of the LPA Global Leaders
Portfolio and the LPA Core Equity Portfolio, monthly a fee of:
LPA Global Leaders Portfolio
.50% of first $25 million of average daily net assets
.45% of the next $75 million of average daily net assets
.40% of average daily net assets over and above $100 million
LPA Core Equity Portfolio
.25% of average daily net assets
LPT VARIABLE INSURANCE SERIES TRUST
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of April 8, 1999, among Select Advisors, Inc., a
California corporation (the "Sub-Adviser"), LPIMC Insurance Marketing Services,
a California corporation (the "Adviser"), and LPT Variable Insurance Series
Trust, a Massachusetts business trust (the "Trust").
WHEREAS, Adviser has entered into an Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated June 30, 1995, with the
Trust, under which Adviser has agreed to act as investment adviser to the Trust,
which is registered as an open-end diversified management investment company
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Advisory Agreement provides that the Adviser may engage a
sub-adviser or sub-advisers for the purpose of managing the investments of the
Portfolios of the Trust; and
WHEREAS, the Adviser desires to retain Sub-Adviser, which is engaged in the
business of rendering investment management services, to provide certain
investment management services for the investment portfolios of the Trust listed
on Exhibit A hereto (the "Portfolio"); 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. Sub-Adviser shall have the following
responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to the Portfolio as to the acquisition, holding or disposition
of any or all of the securities or other assets, including cash, 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;
(d) to determine the investment securities to be purchased or sold by
the Portfolio and, as agent for the Portfolio to: (i) execute any and all
necessary agreements with brokers and/or dealers and (ii) purchase, hold, sell
and effect transactions for the Portfolio pursuant to its determinations either
directly with an issuer or with any broker and/or dealer in such securities;
(e) at all times to invest money from London Pacific Life & Annuity
Company's (the "Company") segregated asset account in such a manner as to
satisfy the requirements for variable contracts under the Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Sub-Adviser will at all times comply
with Section 817(h) of the Code and Treasury Regulations 1.817-5, relating to
the diversification requirements for variable annuity, endowment, or life
insurance contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this provision by the Sub-Adviser, it
will take all reasonable steps (a) to notify the Adviser of such breach and (b)
to adequately diversify the Portfolio so as to achieve compliance with the grace
period afforded by Treasury Regulations 1.817-5;
(f) to maintain all books and records required to be maintained
pursuant to the 1940 Act and the rules and regulations promulgated thereunder
with respect to transactions made by it on behalf of the Portfolio including,
without limitation, the books and records required by Subsections (b)(1), (5),
(6), (7), (9), (10) and (11) and Subsection (f) of Rule 31a-1 under the 1940 Act
and shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services hereunder needed by the Adviser to keep such other books
and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The
Sub-Adviser will also preserve all such books and records for the periods
prescribed in Rule 31a-2 under the 1940 Act, and agrees that such books and
records shall remain the sole property of the Trust and shall be immediately
surrendered to the Trust upon request. The Sub-Adviser further agrees that all
books and records maintained hereunder shall be made available to the Trust or
the Adviser at any time upon request, including telecopy, without unreasonable
delay, during any business day. From time to time as the Adviser or the Trustees
of the Trust may reasonably request, the Sub-Adviser will furnish the requesting
party reports on Portfolio transactions and reports on investments held in the
Portfolio, all in such detail as the Adviser or Trustees of the Trust may
reasonably request; and
(g) to comply with the Sub-Adviser's Code of Ethics, adopted pursuant to
Rule 17j-1 under the 1940 Act.
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 provide to the Sub-Adviser any amendments, supplements or other
changes to the Trust's Declaration of Trust, By-Laws, currently effective
registration statement under the 1940 Act, including any amendments or
supplements thereto, and Notice of Eligibility under Rule 4.5 of the Commodity
Exchange Act, if applicable, (collectively, "Governing Instruments and
Regulatory Filings") as soon as practicable after such materials become
available and, upon receipt by the Sub-Adviser, the Sub-Adviser will act in
accordance with such amended, supplemented or otherwise changed Governing
Instruments and Regulatory Filings;
(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 comply with the Adviser's Code of Ethics, adopted pursuant to Rule
17j-1 under the 1940 Act;
(e) 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
(f) 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
commission another broker-dealer would have charged for effecting that
transaction if, (i) the Sub-Adviser determines in good faith that the amount is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or in
terms of the Sub-Adviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Sub-Adviser exercises investment
discretion, (ii) such payment is made in compliance with Section 28(e) of the
Securities Exchange Act of 1934, and any other applicable laws and regulations,
and (iii) in the opinion of the Sub-Adviser, the total commissions paid by a
Portfolio will be reasonable in relation to the benefits to the Portfolio over
the long term. It is recognized that the services provided by such brokers may
be useful to the Sub-Adviser in connection with the Sub-Adviser's service to
other clients. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interests of a Portfolio as well as other clients of
the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of
securities so sold or purchased, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Portfolio and to such other clients.
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 contracts issued by the 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 as may be mutually agreed upon between
Adviser and Sub-Adviser. Notwithstanding the foregoing, nothing contained in
this Agreement shall obligate the Sub-Adviser to provide any funding or
financial support for the purpose of directly or indirectly promoting
investments in the Trust. 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 Company
(including any information relating to its separate accounts or variable annuity
contracts) or the Trust shall be submitted to the Adviser for approval prior to
use, not less than five (5) business days before such approval is needed by the
Sub-Adviser.
5. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of California.
6. EXECUTION OF AGREEMENT. This Agreement will become binding on the
parties hereto upon their execution.
7. COMPLIANCE WITH LAWS. The Sub-Adviser represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, the Sub-Adviser will act in conformity
with the Trust's Declaration of Trust, By-Laws, and current registration
statement applicable to the Portfolio and with the instructions and direction of
the Adviser and the Trust's Trustees, and will conform to and comply with the
1940 Act and all other applicable federal or state laws and regulations.
8. TERMINATION. This Agreement 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 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 the Agreement or
interested persons of any party hereto, or (ii) by vote of a majority of the
outstanding voting securities of the Portfolio. This Agreement may be terminated
at any time by the Sub-Adviser by giving sixty (60) days' written notice of such
termination to the Trust and the Adviser at their respective principal places of
business.
9. ASSIGNMENT. This Agreement may not be assigned by the Adviser or
Sub-Adviser without the prior written consent of the parties hereto and shall
automatically terminate in the event of any assignment without such consent.
10. TERM. This Agreement shall begin on the date of its execution and
unless sooner terminated in accordance with its terms shall continue in effect
for two years from that date and from year to year thereafter provided
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Trust who are not parties hereto or interested persons
(as the term is defined in Section 2(a)(19) of the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act), and
provided that the Sub-Adviser shall not have notified the Trust in writing at
least sixty (60) days prior to the termination date of this Agreement or at
least sixty (60) days prior to each renewal thereafter that it does not desire
such continuation.
11. AMENDMENTS. This Agreement may be amended only in accordance with the
1940 Act.
12. INDEMNIFICATION. The Adviser shall indemnify and hold harmless the
Sub-Adviser, its officers and directors and each person, if any, who controls
the Sub-Adviser within the meaning of Section 15 of the Securities Act of 1933
("1933 Act") (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any matter to which this 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 Agreement or (ii) is the Adviser to be
liable under this indemnity with respect to any claim made against any
particular Indemnified Party unless such Indemnified Party shall have notified
the Adviser in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each of
its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the 1933 Act, against any loss, liability,
claim, damage or expense described in the foregoing indemnity, but only with
respect to the Sub-Adviser's willful misfeasance, bad faith or gross negligence
in the performance of its duties under this Sub-Advisory Agreement. In case any
action shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Sub-Adviser, the
Sub-Adviser shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties given to
the Sub-Adviser by the provisions of subsections (i) and (ii) of this section.
13. NON-EXCLUSIVITY. The investment advisory services of the Sub-Adviser to
the Portfolios under this Agreement are not exclusive, and the Sub-Adviser shall
be free to render similar services to others.
14. INDEPENDENT CONTRACTOR. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor and shall not, unless otherwise
expressly provided herein or authorized by the Trustees of the Trust from time
to time, have any authority to act for or represent the Portfolios or Trust in
any way or otherwise be deemed to be an agent of the Portfolios or the Trust.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original.
16. NOTICE. Any notice that is required to be given by the parties to
each other under the terms of this Agreement shall be in writing, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Sub-Adviser:
Select Advisors, Inc.
1755 Creekside Oaks Drive
Sacramento, California 95833
Attention: President
Facsimile: (916) 564-1545
(b) If to the Adviser:
LPIMC Insurance Marketing Services
1755 Creekside Oaks Drive
Sacramento, California 95833
Attention: President
Facsimile: (916) 641-4282
(c) If to the Trust:
LPT Variable Insurance Series Trust
1755 Creekside Oaks Drive
Sacramento, California 95833
Attention: President
Facsimile: (916) 641-4282
LPT VARIABLE INSURANCE SERIES TRUST
By:/s/IAN K. WHITEHEAD
--------------------------------------------------
Title: President
LPIMC INSURANCE MARKETING SERVICES
By:/s/JERRY TAMURA
---------------------------------------------------
Title: Senior Vice President
SELECT ADVISORS, INC.
By:/s/JACK WAYMIRE
---------------------------------------------------
Title: President
A copy of the document establishing the Trust is filed with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of each
Portfolio.
EXHIBIT A
LPT VARIABLE INSURANCE SERIES TRUST
The following Portfolios of LPT Variable Insurance Series Trust are subject
to this Agreement:
SAI Global Leaders
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 with respect to the SAI Global Leaders Portfolio,
monthly a fee of:
SAI Global Leaders Portfolio
.50% of first $25 million of average daily net assets
.45% of the next $75 million of average daily net assets
.40% of average daily net assets over and above $100 million.
ANNEX B
INFORMATION ABOUT LONDON PACIFIC ADVISORY SERVICES, INC.
London Pacific Advisory Services, Inc. (LPA) is registered as an investment
adviser under the Investment Advisers Act of 1940. The address of LPA is 1755
Creekside Oaks Drive, Suite 290, Sacramento, California 95833.
LPA's directors and principal executive officers, their addresses and their
principal occupations are shown below.
<TABLE>
<CAPTION>
<S> <C> <C>
---------------------------------------- ------------------------------------- -------------------------------------
Name and Position with
London Pacific Business Address Principal Occupation
----------------- --------------------
Advisory Services, Inc.
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
Michael J Mayer 1755 Creekside Oaks Dr Chairman & CEO
Sacramento CA 95833
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
Ian K Whitehead 1755 Creekside Oaks Dr Director
Sacramento CA 95833
---------------------------------------- ------------------------------------- -------------------------------------
John B Waymire 1755 Creekside Oaks Dr. President, Director
Sacramento, CA 95833
Timothy L Brown 1755 Creekside Oaks Dr. CFO, Secretary
Sacramento, CA 95833
George Nicholson 3101 Poplarwood Ct #300 Assistant Secretary
Raleigh, NC 27604
</TABLE>
PROXY
LEXINGTON CORPORATE LEADERS PORTFOLIO
OF
LPT VARIABLE INSURANCE SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 3, 2000
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
Lexington Corporate Leaders 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 at the offices of London Pacific Life & Annuity Company, 1755
Creekside Oaks Drive, Sacramento, California 95833 on August 3, 2000, at 10:00
a.m., local time, and at any adjournment thereof ("Meeting"), as follows:
1. To approve a change in sub-adviser for the Lexington Corporate Leaders
Portfolio from Lexington Management Corporation to London Pacific Advisory
Services, Inc. and a proposed amendment to the Sub-Advisory Agreement
Among LPIMC Insurance Marketing Services ("Adviser"), London Pacific
Advisory Services, Inc. and the Trust with respect to the Lexington
Corporate Leaders Portfolio.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL FOR
WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 2000
London Pacific Life & Annuity Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
LEXINGTON CORPORATE
LEADERS PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
______ SEPARATE ACCOUNT
__________________________________
_________________________________
__________________________________
TOTAL SHARES OF THIS PORTFOLIO
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
INSTRUCTIONS TO LONDON PACIFIC LIFE & ANNUITY COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
LEXINGTON CORPORATE LEADERS PORTFOLIO OF
LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON AUGUST 3, 2000
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 Lexington Corporate Leaders 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 August 3, 2000, at the offices of London Pacific Life
& Annuity Company, 1755 Creekside Oaks Drive, Sacramento, California 95833, and
at any adjournment thereof, as indicated on the reverse side.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS FORM. 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 and title. Joint owners should each sign this
proxy. Please sign, date and return.
Dated:______________________________________, 2000
__________________________________________________
Signature(s)
INSTRUCTIONS SOLICITED ON BEHALF OF LONDON PACIFIC LIFE & ANNUITY COMPANY
LONDON PACIFIC LIFE & ANNUITY COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED BELOW OR FOR ANY PROPOSAL FOR WHICH NO CHOICE IS
INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION FORM IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE THE SHARES IN THE SAME
PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS. IF
OTHER BUSINESS SHOULD PROPERLY COME BEFORE THE MEETING, PROXIES WILL BE VOTED
IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED IN THE ACCOMPANYING
PROXY.
Please vote by filling in the box below.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---- ------- --------
<S> <C> <C> <C>
1. To approve a change in sub-adviser for the [ ] [ ] [ ]
Lexington Corporate Leaders Portfolio from
Lexington Management Corporation to London
Pacific Advisory Services, Inc. and a proposed
amendment to the Sub-Advisory Agreement
among LPIMC Insurance Marketing Services
("Adviser"), London Pacific Advisory Services,
Inc. and the Trust with respect to the
Lexington Corporate Leaders Portfolio.
</TABLE>
IMPORTANT: Please sign on the reverse side.