LPT VARIABLE INSURANCE SERIES TRUST
DEFS14A, 2000-07-18
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant  [   ]
Filed by a Party other than the Registrant  [ X ]

Check the appropriate box:

[ ]  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.


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