SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LPT Variable Insurance Series Trust
______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
LPT VARIABLE INSURANCE SERIES TRUST
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 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 __, 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 __, 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 ___________ shares of the Lexington Portfolio
outstanding. See page __ 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 is 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 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 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. 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. ("LPAS") (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. LPAS and affiliated
companies provide financial services for clients with assets in excess of $2
billion. LPAS is a wholly-owned subsidiary of the London Pacific Group Limited,
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 $_____ billion (including
the assets managed by LPAS) as of December 31, 1999, maintains offices in Jersey
(Channel Islands), Sacramento, Raleigh and San Francisco.
LPAS currently serves as sub-adviser to one other Portfolio of the Trust
pursuant to a Sub-Advisory Agreement ("Sub-Advisory Agreement") between the
Adviser and LPAS dated as of April 8, 1999. 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, LPAS 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. LPAS 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.
LPAS is obligated to manage the Portfolio in accordance with applicable laws and
regulations. The investment advisory services of LPAS to the Portfolio are not
exclusive under the terms of the Sub-Advisory Agreement. LPAS 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 LPAS 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 LPAS' 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) 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 LPAS 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.).
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
Assets Fees Assets Fees
------ ---- ------ ----
<S> <C> <C> <C>
First $10 million .40% All assets .25%
Next $90 million .35%
Over and above .30%
$100 million
</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 LPAS to the Portfolio. If
approved, the proposed fee schedule will become effective on __________, 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 will take effect on _________, 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 ______________________ Portfolio.
Information about LPAS, its principal executive officers and directors and fees
charged to LPAS' other investment company clients is presented as Annex B.
LPAS is responsible for selecting the broker-dealers through which Portfolio
securities are purchased. LPAS 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", LPAS 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 LPAS obtains best execution for Portfolio
transactions and for monitoring commissions paid to broker-dealers by the
Portfolio.
Research Services
LPAS may select broker-dealers to execute trades for the Portfolio which broker-
dealers provide research and other services to LPAS. 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 LPAS to offset the costs of these services. LPAS will use
research services in managing the assets of the Portfolio. LPAS may also use the
research services in managing accounts of clients other than the Portfolio. LPAS
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 LPAS will make investment decisions independently for each Portfolio,
there may be occasions when more than one client of LPAS, including other
Portfolios managed by LPAS, 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. LPAS may bunch
trades of different Portfolios it subadvises when placing an order with a
broker-dealer where LPAS believes the aggregation is in the best interests of
each Portfolio or client.
There may be other occasions where LPAS is unable to purchase all the securities
required to fill all the orders of the Portfolio and other clients. LPAS 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
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 LPAS 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
LPAS; and (iii) the fairness of the compensation payable to LPAS.
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 __, 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:
LPAS Global Leaders
[INSERT NEW NAME OF LEXINGTON PORTFOLIO]
EXHIBIT B
LPT VARIABLE INSURANCE SERIES TRUST
SUB-ADVISORY COMPENSATION
For all services rendered by Sub-Adviser hereunder, Adviser shall pay to Sub-
Adviser and Sub-Adviser agrees to accept as full compensation for all services
rendered hereunder with respect to each of the LPAS Global Leaders Portfolio and
the [INSERT NEW NAME OF LEXINGTON PORTFOLIO], monthly a fee of:
LPAS 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
[INSERT NEW NAME OF LEXINGTON PORTFOLIO]
.25% of average daily net assets
LPT VARIABLE INSURANCE SERIES TRUST
SUB-ADVISORY AGREEMENT
[TO BE FILED]
ANNEX B
INFORMATION ABOUT LONDON PACIFIC ADVISORY SERVICES, INC.
London Pacific Advisory Services, Inc. ("LPAS") is registered as an investment
adviser under the Investment Advisers Act of 1940. The address of LPAS is 1755
Creekside Oaks Drive, Suite 290, Sacramento, California 95833.
LPAS' directors and principal executive officers, their addresses and their
principal occupations are shown below.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position with Business Address Principal Occupation
London Pacific Advisory
Services, Inc.
</TABLE>
OTHER INVESTMENT COMPANY CLIENTS
London Pacific Advisory Services, Inc. also serves as investment adviser or
sub- adviser to the following investment companies, at the fee rates set forth
below, which had the indicated net assets at __________, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Fund Advisory Fee Rate Approximate Assets
------------ ----------------- ------------------
</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 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.
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
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.
