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
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(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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LPT VARIABLE INSURANCE SERIES TRUST
HARRIS ASSOCIATES VALUE PORTFOLIO
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 27, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of the Harris Associates Value 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 October 27, 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 proposed new Sub-Advisory Agreement among Harris Associates
L.P., LPIMC Insurance Marketing Services and LPT Variable Insurance Series
Trust.
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 September 20, 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
October 13, 2000
Sacramento, California
<PAGE>
LPT VARIABLE INSURANCE SERIES TRUST
HARRIS ASSOCIATES VALUE PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 27, 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 Harris Associates Value Portfolio (the "Harris 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 October 27, 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 October 16,
2000.
The Trustees have fixed the close of business on September 20, 2000 as the
record date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the Harris Associates Value 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 523,517 shares of the Harris Associates Value
Portfolio outstanding. See page 12 for information concerning the substantial
Shareholders of the Shares of the Harris 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 Harris Associates L.P. 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.
<PAGE>
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.
<PAGE>
London Pacific has fixed the close of business on October 26, 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 PROPOSAL 1:
APPROVAL OF PROPOSED NEW SUB-ADVISORY AGREEMENT AMONG HARRIS ASSOCIATES L.P.,
LPIMC INSURANCE MARKETING SERVICES AND LPT VARIABLE INSURANCE SERIES TRUST.
The Trust knows of no business other than that described in Proposal 1 of the
Notice, which will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named as
proxies to vote proxies in accordance with their best judgment. In the event a
quorum is present at the Meeting but sufficient votes to approve the Proposal
are not received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies provided
they determine that such an adjournment and additional solicitation is
reasonable and in the interest of shareholders based on a consideration of all
relevant factors, including the nature of the relevant proposal, the percentage
of votes then cast, the percentage of negative votes then cast, the nature of
the proposed solicitation activities and the nature of the reasons for such
further solicitation.
<PAGE>
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, and
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. Harris Associates L.P. has been the
sub-adviser ("Sub-Adviser") of the Harris Associates Value Portfolio since May
1, 1997.
The Sub-Adviser has been in business as an investment adviser since 1976. It
maintains its principal office at 2 North LaSalle Street, Chicago, Illinois
60602. The Sub-Adviser is a wholly-owned subsidiary of Nvest, which is a
publicly traded limited partnership that owns investment management firms. A
majority of the limited partnership interests in Nvest are owned by Metropolitan
Life Insurance Company. As of December 31, 1999, the Sub-Adviser was managing in
excess of $12.6 billion for its clients.
INFORMATION REGARDING PROPOSED NEW SUB-ADVISORY AGREEMENT WITH HARRIS
ASSOCIATES L.P.
The only item of business that the Trustees expect will come before the Meeting
is the approval of a new Investment Sub-Advisory Agreement ("New Sub-Advisory
Agreement") among the Sub-Adviser, LPIMC Insurance Marketing Services and the
Trust. As explained below, the proposed New Sub-Advisory Agreement is identical
(except for its date) to the Sub-Advisory Agreement currently in effect for the
Portfolio ("Current Sub-Advisory Agreement").
The reason the Trustees are proposing the New Sub-Advisory Agreement for the
Portfolio is that the Current Sub-Advisory Agreement will terminate when the
Sub-Adviser's parent company, Nvest Companies, L.P. ("Nvest"), is acquired by a
new parent company, CDC Asset Management ("CDC AM"). (A federal law, the
Investment Company Act of 1940 (the "Investment Company Act"), provides
generally that the advisory agreements of mutual funds, including sub-advisory
agreements such as the Current Sub-Advisory Agreement, automatically terminate
when the investment adviser (including sub-advisers such as the Sub-Adviser) or
its parent company undergo a significant change of ownership.) The Trustees have
carefully considered the matter, and have concluded that it is appropriate to
enter into the New Sub-Advisory Agreement for the Portfolio, so that the
Sub-Adviser can continue to manage the Portfolio on the same terms as are now in
effect, following the acquisition of Nvest by CDC AM.
The acquisition of Nvest by CDC AM will occur only if various conditions are
satisfied (or waived by the parties, if permitted by law). These conditions
include, among others, certain government approvals of the acquisition and
approval of the acquisition by vote of the unitholders of Nvest and Nvest, L.P.
("Nvest, L.P."), Nvest's advising general partner. Nvest currently expects that
the acquisition will occur during the fourth calendar quarter of 2000, but the
acquisition could be delayed. If the acquisition does not occur, the New
Sub-Advisory Agreement would not be needed because the automatic termination of
the Current Sub-Advisory Agreement would not occur.
<PAGE>
Under the Investment Company Act, a Sub-Adviser cannot enter into a New
Sub-Advisory Agreement with respect to a Portfolio unless the shareholders of
that Portfolio vote to approve the New Sub-Advisory Agreement. The Meeting is
being held to seek shareholder approval of the New Sub-Advisory Agreement. No
change in the sub-advisory fee rate paid by the Adviser to the Sub-Adviser with
respect to the Portfolio is being proposed.
The Trustees recommend that the shareholders of the Portfolio vote to approve
the New Sub-Advisory Agreement for the Portfolio.
Description of the New Sub-Advisory Agreement
The New Sub-Advisory Agreement for the Portfolio is identical to the Current
Sub-Advisory Agreement for the Portfolio, except that the date of the New
Sub-Advisory Agreement will be the date that CDC AM acquires Nvest. The form of
the proposed New Sub-Advisory Agreement, attached as Appendix A to this Proxy
Statement, is marked to indicated changes from the Current Sub-Advisory
Agreement.
The New Sub-Advisory Agreement essentially provides that the Sub-Adviser, under
the Trustees' and the Adviser's supervision, will (1) decide what securities to
buy and sell for the Portfolio, (2) select brokers and dealers to carry out
portfolio transactions for the Portfolio and (3) provide officers, office space
and certain administrative services to the Portfolio.
The New Sub-Advisory Agreement provides that it will continue in effect for an
initial period of two years (beginning on the date CDC AM acquires Nvest). After
that, it will continue in effect from year to year as long as the continuation
is approved at least annually (i) by the Trustees or by vote of a majority of
the outstanding voting securities of the Portfolio, and (ii) by vote of a
majority of the Trustees who are not "interested persons," as that term is
defined in the Investment Company Act, of the Trust, the Adviser or the
Sub-Adviser (these Trustees who are not "interested persons" are referred to
below as the "Independent Trustees").
The New Sub-Advisory Agreement may be terminated without penalty by the Adviser
or by the Trust by giving sixty (60) days' written notice of such termination to
the Sub-Adviser at its principal place of business, provided that such
termination is approved by the Board of Trustees of the Trust or by a vote of a
majority of the outstanding voting securities (as that phrase is defined in
Section 2(a)(42) of the Investment Company Act) of the Portfolio. The New
Sub-Advisory Agreement may be terminated at any time by the Sub-Adviser by
giving 60 days' written notice of such termination to the Trust and the Adviser
at their respective principal places of business. The Sub-Advisory Agreement
terminates automatically in the event of its "assignment" as defined in the
Investment Company Act. The Investment Company Act defines "assignment" to
include, in general, transactions in which a significant change in the ownership
of an investment adviser, including a sub-adviser such as the Sub-Adviser, or
its parent company occur (such as the acquisition of Nvest by CDC AM).
The New Sub-Advisory Agreement provides that the Sub-Adviser will not be liable
to the Portfolio or its shareholders, except for liability arising from the
Sub-Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.
<PAGE>
Basis for the Trustees' Recommendation
The Trustees determined at a meeting held on September 18, 2000, to recommend
that the Portfolio's shareholders vote to approve the New Sub-Advisory Agreement
for the Portfolio.
In coming to this recommendation, the Trustees considered a wide range of
information of the type they regularly consider when determining whether to
continue the Portfolio's sub-advisory agreement as in effect from year to year.
The Trustees considered information about, among other things:
o the Sub-Adviser and its personnel (including particularly those personnel
with responsibilities for providing services to the Portfolio), resources
and investment process;
o the terms of the relevant advisory agreement (in this case, the New
Sub-Advisory Agreement);
o the scope and quality of the services that the Sub-Adviser has been
providing to the Portfolio;
o the investment performance of the Portfolio and of similar funds
sub-advised by other sub-advisers;
o the advisory fee rates payable to the Sub-Adviser by the Adviser and by
other funds and client accounts managed or sub-advised by the Sub-Adviser,
and payable by similar funds managed by other advisers (Appendix B to this
Proxy Statement contains information comparing the Portfolio's Sub-Advisory
fee schedule to the fee schedule for other funds managed or sub-advised by
the Sub-Adviser that have investment objectives similar to the
Portfolio's);
o the total expense ratio of the Portfolio and of similar funds managed by
other advisers;
o the Sub-Adviser's practices regarding the selection and compensation of
brokers and dealers that execute portfolio transactions for the Portfolio,
and the brokers' and dealers' provision of brokerage and research services
to the Sub-Adviser (see "Certain Brokerage Matters" below for more
information about these matters).
In addition to reviewing these kinds of information, which the Trustees
regularly consider on an annual or more frequent basis, the Trustees gave
particular consideration to matters relating to the possible effects on the
Sub-Adviser and the Portfolio of the acquisition of Nvest by CDC AM. Among other
things, the Trustees considered:
<PAGE>
o the stated intention of Nvest and CDC AM that the Sub-Adviser will continue
to have a high degree of managerial autonomy from its parent organizations
and from other subsidiaries of Nvest;
o the stated intention of Nvest, CDC AM and the Sub-Adviser that the
acquisition not change the investment approach or process used by the
Sub-Adviser in managing the Portfolio;
o representations of senior executives of the Sub-Adviser and the portfolio
managers of the Portfolio that they have no intention of terminating their
employment with the Sub-Adviser as a result of CDC AM's acquisition of
Nvest, and representations of the Sub-Adviser, Nvest and CDC AM that they
have no intention of terminating the employment of these executives or
portfolio managers as a result of the acquisition;
o certain actions taken by CDC AM, Nvest and the Sub-Adviser to help retain
and incent key personnel of Nvest and the Sub-Adviser; and
o the general reputation and the financial resources of CDC AM and its parent
organizations.
In addition, the Trustees considered that the agreement relating to the
acquisition of Nvest by CDC AM provides that CDC AM and its immediate parent
company will (subject to certain qualifications) use their reasonable best
efforts to assure compliance with Section 15(f) of the Investment Company Act.
Section 15(f) provides that a mutual fund investment adviser (including a
sub-adviser such as the Sub-Adviser) or its affiliates can receive benefit or
compensation in connection with a change of control of the investment adviser
(such as CDC AM's acquisition of the Sub-Adviser's parent, Nvest) if two
conditions are satisfied. First, for three years after the change of control, at
least 75% of the members of the board of any registered investment company
advised by the Sub-Adviser must consist of persons who are not "interested
persons," as defined in the Investment Company Act, of the Sub-Adviser. No
changes in the current composition of the Trustees are required to satisfy this
condition. Second, no "unfair burden" may be imposed on any such registered
investment company as a result of the change of control transaction or any
express or implied terms, conditions or understandings applicable to the
transaction. "Unfair burden" means any arrangement, during the two years after
the transaction, by which the investment adviser or any "interested person" of
the adviser receives or is entitled to receive any compensation, directly or
indirectly, from such investment company or its security holders (other than
fees for bona fide investment advisory or other services) or from any other
person in connection with the purchase or sale of securities or other property
to, from or on behalf of such investment company.
After carefully considering the information summarized above, the Trustees,
including the Independent Trustees, unanimously voted to approve the New
Sub-Advisory Agreement for the Portfolio and to recommend that the Portfolio's
shareholders vote to approve the New Sub-Advisory Agreement for the Portfolio.
<PAGE>
Information about the Ownership of the Sub-Adviser and the CDC AM/Nvest
Transaction
The Sub-Adviser is a limited partnership that has one general partner, (the
"Sub-Adviser General Partner"). Robert M.Levy is the President and Chief
Executive Officer of the Sub-Adviser and the Sub-Adviser General Partner. His
principal occupation is his positions with the Sub-Adviser and the Sub-Adviser
General Partner. The Sub-Adviser General Partner is a direct wholly owned
subsidiary of Nvest Holdings, Inc. ("Nvest Holdings"), which in turn is a direct
wholly-owned subsidiary of Nvest. Nvest's managing general partner, Nvest
Corporation, is a direct wholly-owned subsidiary of MetLife New England
Holdings, Inc. MetLife New England Holdings, Inc. is a direct wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"). Nvest Corporation
is also the sole general partner of Nvest, L.P. Nvest, L.P., Nvest's advising
general partner, is a publicly traded company listed on the New York Stock
Exchange. In addition to owning Nvest Corporation, MetLife owns, directly or
indirectly, approximately a 48% limited partnership interest in Nvest. Nvest,
L.P. owns approximately 14% of Nvest. (These percentages do not reflect the
vesting and exercise, described below, of various options held by personnel of
Nvest and of its affiliates, including the Sub-Adviser, to acquire limited
partnership units of Nvest, L.P.) If the proposed acquisition is completed,
Nvest Corporation will cease to be the managing general partner of Nvest and the
general partner of Nvest, L.P., and MetLife will cease to own any partnership
interest in Nvest. MetLife is a wholly-owned subsidiary of MetLife, Inc., a
publicly traded company listed on the New York Stock Exchange. The address of
the Adviser, the Adviser General Partner and Mr. Levy is Two North LaSalle
Street, Chicago, Illinois 60602. The address of Nvest, Nvest Corporation, Nvest
Holdings and Nvest, L.P. is 399 Boylston Street, Boston, Massachusetts 02116.
The address of MetLife New England Holdings, Inc., MetLife and MetLife, Inc. is
One Madison Avenue, New York, New York 10010.
On June 16, 2000, Nvest and CDC AM announced that they and certain of their
respective affiliated companies had entered into an Agreement and Plan of Merger
(the "Merger Agreement"). Under the Merger Agreement, CDC AM would acquire all
of the outstanding units of partnership interest in both Nvest and Nvest, L.P.,
at a price of $40 per unit. This price is subject to reduction (but not below
$34 per unit) based in part on a formula that takes into account the investment
advisory fees payable to the Sub-Adviser and other Nvest affiliates by their
mutual fund and other investment advisory clients that have consented to the
transaction. Under this formula, the price per unit that CDC AM will pay to
acquire Nvest could be reduced if the Portfolio's shareholders do not approve
the New Sub-Advisory Agreement for the Portfolio. Assuming a transaction price
of $40 per unit, and the number of units and options outstanding as of June 30,
2000, the aggregate price payable by CDC AM to acquire all of the units of Nvest
will be approximately $1.5 billion, and the aggregate price payable by CDC AM to
acquire all of the units of Nvest, L.P. (including payments with respect to
units subject to options) will be approximately $375 million.
<PAGE>
The transaction will not occur unless various conditions are satisfied (or
waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of the
Sub-Adviser and other Nvest affiliates (including mutual fund clients) whose
advisory fees represent a specified percentage of the total advisory fee
revenues of the Nvest organization. Because of this condition, approval or
disapproval by the Portfolio's shareholders of the New Sub-Advisory Agreement
for the Portfolio, taken together with other clients' consents or approvals,
could affect whether or not the transaction occurs. The transaction will result
in the automatic termination of the Current Sub-Advisory Agreement. If for some
reason the transaction does not occur, the automatic termination of the Current
Sub-Advisory Agreement will not occur, and the New Sub-Advisory Agreement will
not be entered into, even if it has been approved by the Portfolio's
shareholders.
As a result of the acquisition, Nvest and Nvest, L.P. would become indirect
wholly-owned subsidiaries of CDC AM, which in turn is 60% owned by CDC Finance,
a wholly-owned subsidiary of Caisse des depots et Consignations ("CDC"). Founded
in 1816, CDC is a major diversified financial institution with a strong global
presence in the banking, insurance, investment banking, asset management and
global custody industries. In addition to its 60% ownership of CDC AM through
CDC Finance, CDC owns 40% of CNP Assurances, the leading French insurance
company, which itself owns 20% of CDC AM. CDC also owns 35% of Caisse National
des Caisses d'Epargne, which also owns 20% of CDC AM. CDC is 100% owned by the
French state. The main place of business of CDC AM is 7, place des Cinq Martyrs
du Lycee Buffon, 75015 Paris, France. The registered address of CDC Finance is
56, rue de Lille, 75007 Paris, France. The registered address of CDC is 56, rue
de Lille, 75007 Paris, France. The registered address of CNP Assurances is 4,
place Raoul Dautry, 75015 Paris, France. The registered address of Caisse
National des Caisses d'Epargne is 5, rue Masseran, 75007 Paris, France.
Following the acquisition, it is expected that Nvest will be renamed CDC Asset
Management-North America.
Various personnel of Nvest and of its affiliates, including the Sub-Adviser,
have previously been granted options to purchase limited partnership units of
Nvest, L.P. ("Nvest L.P. Units"). The Merger Agreement provides that these
options will vest and become fully exercisable immediately before CDC AM's
acquisition of Nvest and Nvest, L.P., even though some of these options would
not otherwise have vested or been exercisable at that time. Each option will be
converted into the right to receive cash from Nvest in an amount equal to the
difference between the option's exercise price and the transaction price of $40
per unit (subject to reduction, but not below $34 per unit, as explained above).
Certain Brokerage Matters
The Sub-Adviser is responsible for selecting the broker-dealers through which
Portfolio securities are purchased. The Sub-Adviser 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", the
Sub-Adviser 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 the Sub-Adviser obtains
best execution for Portfolio transactions and for monitoring commissions paid to
broker-dealers by the Portfolio.
Research Services
The Sub-Adviser may select broker-dealers to execute trades for the Portfolio
which broker-dealers provide research and other services to the Sub-Adviser.
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 the Sub-Adviser to offset the costs
of these services. The Sub-Adviser will use research services in managing the
assets of the Portfolio. The Sub-Adviser may also use the research services in
managing accounts of clients other than the Portfolio. The Sub-Adviser 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 the Sub-Adviser will make investment decisions independently for
Portfolio, there may be occasions when more than one client of the Sub-Adviser,
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. The Sub-Adviser may bunch trades of the Portfolio and
other clients it subadvises when placing an order with a broker-dealer where the
Sub-Adviser believes the aggregation is in the best interests of the Portfolio
or client.
There may be other occasions where the Sub-Adviser is unable to purchase all the
securities required to fill all the orders of the Portfolio and other clients.
The Sub-Adviser must allocate the securities among the Portfolio and clients in
a manner that is fair to all parties.
For the fiscal year ended December 31, 1999, the Portfolio paid commissions to
an affiliated broker/dealers totaling $6,869.
PROPOSAL 2: OTHER BUSINESS
<PAGE>
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 Investment
Company 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
October 13, 2000
Sacramento, California
<PAGE>
APPENDIX A
SUB-ADVISORY AGREEMENT
LPT VARIABLE INSURANCE SERIES TRUST
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of May 1, 1997, among Harris Associates L.P.
("HALP"), a Delaware limited partnership (the"Sub-Adviser"), LPIMC Insurance
Marketing Services, a California corporation (the "Adviser"), and LPT Variable
Insurance Series Trust, a Massachusetts business trust (the "Trust").
WHEREAS, Adviser has entered into an Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated January 9, 1996, with
the Trust, under which Adviser has agreed to act as investment adviser to the
Trust, which is registered as an open-end diversified management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Advisory Agreement provides that the Adviser may engage a
sub-adviser or sub-advisers for the purpose of managing the investments of the
Portfolios of the Trust; and
WHEREAS, the Adviser desires to retain Sub-Adviser, which is engaged in
the business of rendering investment management services, to provide certain
sub-investment advisory services for the investment portfolio(s) of the Trust
listed on Exhibit A hereto (the "Portfolio") of the Trust as more fully
described below; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Sub-Adviser to Adviser with respect to the Portfolio and the terms and
conditions under which such services will be rendered.
<PAGE>
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. Services of Sub-Adviser. The Sub-Adviser shall act as investment sub-adviser
to the Adviser with respect to the Portfolio. In this capacity, subject to the
overall supervision of the Adviser, the Sub-Adviser shall have the following
responsibilities and authority:
(a) to manage the Portfolio on an ongoing basis, and with discretion to
make and implement decisions regarding the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of the Adviser or the Trust
and furnish oral or written reports, as the Adviser may reasonably require, in
order to keep the Adviser and its officers and the Trustees of the Trust and
appropriate officers of the Trust fully informed as to the condition of the
investment securities of the Portfolio, the investment recommendations of the
Sub-Adviser, and the investment considerations which have given rise to those
recommendations;
(c) to furnish such statistical and analytical information and reports
regarding investment securities of the Portfolio as may reasonably be required
by the Adviser from time to time; and
(d) to supervise and place orders for the purchase, sale, exchange and
conversion of securities as directed by the appropriate officers of the Trust or
of the Adviser.
2. Obligations of the Adviser. The Adviser shall have the following
obligations under this Agreement:
(a) to keep the Sub-Adviser continuously and fully informed as to the
composition of the Portfolio's investment securities and the nature of the
Portfolio's assets and liabilities;
(b) to keep the Sub-Adviser continually and fully advised of the Portfolio's
investment objectives, and any modifications and changes thereto, as well
as any specific investment restrictions or limitations;
(c) to furnish the Sub-Adviser with a certified copy of any financial statement
or report prepared for the Trust with respect to the Portfolio by certified
or independent public accountants, and with copies of any financial
statements or reports made by the Trust to shareholders or to any
governmental body or securities exchange and to inform the Sub-Adviser of
the results of any audits or examinations by regulatory authorities
pertaining to the Portfolio, if these results affect the services provided
by the Sub-Adviser pursuant to this Agreement;
(d) to furnish the Sub-Adviser with any further materials or information which
the Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement; and
<PAGE>
(e) to compensate the Sub-Adviser for its services under this Agreement by the
payment of fees as set forth in Exhibit B attached hereto.
3. Portfolio Transactions. The Sub-Adviser shall place all orders for the
purchase and sale of portfolio securities for the account of the Portfolio with
broker-dealers selected by the Sub-Adviser. In executing portfolio transactions
and selecting broker- dealers, the Sub-Adviser will use its best efforts to seek
best execution on behalf of the Portfolio. In assessing the best execution
available for any transaction, the Sub-Adviser shall consider all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the
broker-dealer, and the reasonableness of the commission, if any (all for the
specific transaction and on a continuing basis). In evaluating the best
execution available, and in selecting the broker/dealer to execute a particular
transaction, the Sub-Adviser may also consider the brokerage and research
services (as those terms are used in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Portfolio and/or other accounts over which the
Sub-Adviser, an affiliate of the Sub-Adviser (to the extent permitted by law) or
another investment adviser of the Portfolio exercises investment discretion. The
Sub-Adviser is authorized to cause the Portfolio to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of the
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
4. Marketing Support. The Sub-Adviser shall provide marketing support to the
Adviser in connection with the sale of Trust shares and/or the sale of variable
annuity and variable life insurance contracts issued by London Pacific Life &
Annuity Company and its affiliates which may invest in the Trust (collectively,
the "Life Company"), as reasonably requested by the Adviser. Such support shall
include, but not necessarily be limited to, presentations by representatives of
the Sub-Adviser at investment seminars, conferences and other industry meetings.
Any materials utilized by the Adviser which contain any information relating to
the Sub-Adviser shall be submitted to the Sub-Adviser for approval prior to use,
not less than five (5) business days before such approval is needed by the
Adviser. Any materials utilized by the Sub-Adviser which contain any information
relating to the Adviser, the Life Company (including any information relating to
its separate accounts or variable annuity or variable life insurance contracts)
or the Trust shall be submitted to the Adviser for approval prior to use, not
less than five (5) business days before such approval is needed by the Sub-
Adviser.
5. Service Mark. HALP, as the owner of the service mark "Oakmark", has
sublicensed the Portfolio to utilize the word "Oakmark" in reference to
comparable fund performance, subject to revocation by HALP in the event that the
Portfolio ceases to engage HALP or its affiliates as sub-adviser.
<PAGE>
6. Governing Law. The Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts.
7. Execution of Agreement. This Agreement will become binding on the parties
hereto upon their execution of the attached Exhibit B to this Agreement.
8. Compliance With Laws. The Sub-Adviser represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, the Sub-Adviser will act in conformity
with the Trust's Declaration of Trust, Bylaws, and current registration
statement applicable to the Portfolio as may be furnished to the Sub-Adviser
from time to time and with the instructions and direction of the Adviser and the
Trust's Trustees, and will conform to and comply with the 1940 Act and all other
applicable federal or state laws and regulations.
9. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by the Adviser or by the Trust by giving sixty (60) days'
written notice of such termination to the Sub-Adviser at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Portfolio. This
Agreement may be terminated at any time by the Sub- Adviser by giving 60 days
written notice of such termination to the Trust and the Adviser at their
respective principal places of business.
10. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
11. Term. This Agreement shall begin on the date of its execution and unless
sooner terminated in accordance with its terms shall continue in effect for two
years from that date and from year to year thereafter provided continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as the
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
<PAGE>
12. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of the Trustees of the Trust who are not
parties hereto or interested persons (as that term is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment, unless otherwise
permitted in accordance with the 1940 Act.
13. Indemnification. The Adviser shall indemnify and hold harmless the
Sub-Adviser, its officers and directors and each person, if any, who controls
the Sub-Adviser within the meaning of Section 15 of the Securities Act of 1933
("1933 Act") (any and all such persons shall be referred to as "Indemnified
Party"), against any loss, liability, claim, damage or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any matter to which the Sub- Advisory Agreement
relates or the services performed by the Sub-Adviser in connection herewith.
However, in no case (i) is this indemnity to be deemed to protect any particular
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Sub-Advisory Agreement or (ii) is the
Adviser to be liable under this indemnity with respect to any claim made against
any particular Indemnified Party unless such Indemnified Party shall have
notified the Adviser in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim shall
have been served upon the Sub-Adviser or such controlling persons.
The Sub-Adviser shall indemnify and hold harmless the Adviser and each
of its directors and officers and each person if any who controls the Adviser
within the meaning of Section 15 of the 1933 Act, against any loss, liability,
claim, damage, or expense described in the foregoing indemnity, but only with
respect to the Sub- Adviser's willful misfeasance, bad faith or gross negligence
in the performance of its duties under this Sub-Advisory Agreement. In case any
action shall be brought against the Adviser or any person so indemnified, in
respect of which indemnity may be sought against the Sub-Adviser, (a) the
Sub-Adviser shall have the rights and duties given to the Adviser, and the
Adviser and each person so indemnified shall have the rights and duties given to
the Sub-Adviser by the provisions of subsections (i) and (ii) of this section
and (b) the Sub-Adviser shall have the right to defend any such claim with
counsel selected by it.
The Sub-Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability for any error of judgment
or mistake of law or for any loss arising out of any investment or other act or
omission in the performance by the Sub-Adviser of its duties under this
Agreement or for any loss or damage resulting from the imposition by any
government or exchange control restrictions which might affect the liquidity of
the Portfolio's assets, or from acts or omissions of custodians or securities
depositories, or from any war or political act of any foreign government to
which such assets might be exposed, provided that nothing herein shall be deemed
to protect, or purport to protect, the Sub-Adviser against any liability to
which the Sub- Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder.
LPT VARIABLE INSURANCE SERIES TRUST
By:/s/
Title: President
LPIMC INSURANCE MARKETING SERVICES
By:/s/
Title: Executive Vice President
HARRIS ASSOCIATES L.P.
By:/s/
Title: Vice President
EXHIBIT A
LPT VARIABLE INSURANCE SERIES TRUST
The following Portfolios of LPT Variable Trust Insurance Series Trust are
subject to this Agreement:
Harris Associates Value Portfolio
EXHIBIT B
LPT VARIABLE INSURANCE SERIES TRUST
SUB-ADVISORY COMPENSATION
<PAGE>
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
to Sub-Adviser and Sub-Adviser agrees to accept as full compensation for all
services rendered hereunder, monthly a fee of:
Harris Associates Value Portfolio
.75% of first $25 million on an annualized basis of average
daily net assets under management.
.60% of next $75 million on an annualized basis of average
daily net assets under management.
.50% on an annualized basis of average daily net assets under
management over and above $100 million.
LPT VARIABLE INSURANCE SERIES TRUST
By: /s/
Title: President
LPIMC INSURANCE MARKETING SERVICES
By: /s/
Title: Executive Vice President
HARRIS ASSOCIATES L.P.
By: /s/
Title: Vice 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.
<PAGE>
APPENDIX B
Certain Other Mutual Funds Advised by the Sub-Adviser
The Sub-Adviser acts as investment adviser or sub-adviser to the following other
mutual funds that have investment objectives similar to the Harris Associates
Value Portfolio's, for compensation at the annual percentage rates of the
corresponding average net asset levels of those funds set forth below.
<TABLE>
<CAPTION>
Sub-Adviser's Relationship
Other Funds with to Other Fund (Adviser or
Similar Objectives Net Assets 9-30-2000 Fee Rate Sub-Adviser)
<S> <C> <C> <C>
1. Oakmark Fund $2,038,728,806.52 1.00% up to $2.5 billion Adviser
.95% on next $1.25 billion
.90% on next $1.25 billion
.85% over $5 billion
.80% over $10 billion
2. Oakmark Select $1,778,736,473.84 1.00% up to $1 billion Adviser
.95% on next $500 million
.90% on next $500 million
.85% on next $500 million
.80% over $2.5 billion
.75% over $5 billion
3. Oakmark Small Cap $248,703,612.13 1.25% up to $1 billion Adviser
1.15% on next $500 million
1.10% on next $500 million
1.05% on next $500 million
1.00% over $2.5 billion
4. Oakmark Equity $54,935,837.26 .75% Adviser
and Income
5. Oakmark Global $27,227,238.87 1.00% Adviser
6. Oakmark $782,513,965.71 1.00% up to $2.5 billion Adviser
International .95% on next $2.5 billion
.90% over $5 billion
7. Oakmark $90,345,782 1.25% Adviser
International Small Cap
8. Harris Oakmark $44,840,266.50 .45% up to $100 million Sub-
Large Cap Value .40% on next $400 million Adviser
.35% over $500 million
9. Nvest Star $222,445,400.81 .65% up to $50 million Sub-
Advisers .60% on next $50 million Adviser
.55% over $100 million
10. Nvest Star $52,927,078.30 .65% up to $50 million Sub-
Worldwide .60% on next $50 million Adviser
Domestic .55% over $100 million
11. Harris Oakmark $119,956,686.25 .45% up to $100 million Sub-
Mid Cap .40% on next $400 million Adviser
.35% over $500 million
12. Mass Mutual $53,129,065.25 .50% up to $100 million Sub-
Focused Value .45% up to $400 million Adviser
.40% over $500 million
13. Masters Select $10,720,539.32 .65% up to $50 million Sub-
Value .60% on next $50 million Adviser
.55% over $100 million
14. Nvest Star Value $50,405,323.27 .50% up to $100 million Sub-
.45% over $100 million Adviser
15. Nvest Star Small $43,791,941.51 .70% Sub-
Cap Adviser
16. Masters' Select $59,333,655.80 .65% Sub-
International Adviser
17. Nvest Star $62,734,550.09 .65% up to $50 million Sub-
Worldwide .60% on next $50 million Adviser
International .55% over $100 million
18. Hillview Alpha $20,677,557.64 .75% on first $20 million Sub-
Fund .50% over $20 million Adviser
19. Hillview Alpha $5,412,491.36 .75% on first $25 million Sub-
Fund - International .70% on next $25 million Adviser
.60% on next $50 million
.50% on excess
20. Asahi Nvest Global $52,236,999.03 .60% of total net assets Sub-
Value Fund Adviser
</TABLE>
PROXY
HARRIS ASSOCIATES VALUE PORTFOLIO
OF
LPT VARIABLE INSURANCE SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 27, 2000
<PAGE>
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the Harris
Associates Value Portfolio of LPT Variable Insurance Series Trust ("Trust"),
hereby appoints ______________, or any one of them true and lawful attorneys,
with power of substitution of each, to vote all shares which the undersigned is
entitled to vote, at the Special Meeting of Shareholders of the Trust to be held
at the offices of London Pacific Life & Annuity Company, 1755 Creekside Oaks
Drive, Sacramento, California 95833 on October 27, 2000, at 10:00 a.m., local
time, and at any adjournment thereof ("Meeting"), as follows:
1. To approve a proposed new Sub-Advisory Agreement among Harris Associates
L.P., LPIMC Insurance Marketing Services and LPT Variable Insurance Series
Trust.
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
HARRIS ASSOCIATES VALUE PORTFOLIO
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Portfolio:
______ SEPARATE ACCOUNT
<PAGE>
----------------------------------
---------------------------------
----------------------------------
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
HARRIS ASSOCIATES VALUE PORTFOLIO OF
LPT VARIABLE INSURANCE SERIES TRUST TO BE HELD ON OCTOBER 27, 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 Harris Associates Value Portfolio of LPT
Variable Insurance Series Trust (the "Trust") represented by units held by the
undersigned at a special meeting of shareholders of the Trust to be held at
10:00 a.m., local time, on October 27, 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)
<PAGE>
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 proposed new Sub-Advisory [ ] [ ] [ ]
Agreement among Harris Associates L.P.,
LPIMC Insurance Marketing Services and
LPT Variable Insurance Series Trust.
</TABLE>
IMPORTANT: Please sign on the reverse side.
