SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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 ss. 240.14a-11(c) or ss.
240.14a-12
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Orchard Series Fund
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(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check 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 No.:
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(3) Filing Party:
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(4) Date Filed:
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ORCHARD SERIES FUND
Executive Offices: 8515 East Orchard Road
Englewood, Colorado 80111
Mailing Address: P.O. Box 1700
Denver, Colorado 80201
April 28, 2000
NOTICE OF MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ORCHARD SERIES FUND, INC.:
You are hereby notified that pursuant to the bylaws of Orchard Series
Fund. ("the Fund"), a meeting of its shareholders ("the Meeting") will be held
at 8515 East Orchard Road, Englewood, Colorado on Thursday May, 25 2000 at 11:00
a.m., Mountain Time, for the following purposes:
1. To elect five trustees to serve until their successors are elected and
qualified.
2. To ratify the selection of Deloitte & Touche LLP as independent auditors of
the Fund for its fiscal year ending December 31, 2000.
3. To transact any other business which may properly come before the Meeting
or any adjournment or adjournments thereof.
The Board of Trustees has fixed the close of business on February 25,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the Meeting or any adjournment thereof. Owners of certain
variable annuity contracts and certain retirement plan accounts are entitled to
provide voting instructions with respect to their proportionate interest in the
Funds.
You are invited and encouraged to attend the Meeting. Shareholders who
do not expect to attend the Meeting in person are requested to complete, date
and sign the enclosed form of Proxy and return it promptly in the envelope
provided for that purpose. The enclosed Proxy is being solicited by the Board of
Trustees of the Fund.
By Order of the Board of Trustees
April 28, 2000 Beverly A. Byrne
Secretary
Your vote is important no matter how many shares you owned on the record date.
Please indicate your voting instructions on the enclosed proxy card. Date, sign
and return it in the envelope provided, which is addressed for your convenience
and needs no postage if mailed in the Untied States. We ask your cooperation in
mailing your proxy card promptly.
PROXY STATEMENT
ORCHARD SERIES FUND
Executive Offices: 8515 East Orchard Road
Englewood, Colorado 80111
Mailing Address: P.O. Box 1700
Denver, Colorado 80201
April 28, 2000
MEETING OF SHAREHOLDERS
Introduction
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Orchard Series Fund ("the Fund"), a Delaware
business trust, to be voted at a Meeting of Shareholders of the Fund ("the
Meeting"), to be held at 8515 East Orchard Road, Englewood, Colorado, on
Thursday May 25, 2000 at 11:00 a.m., Mountain Time. It is anticipated that the
approximate mailing date of this Proxy Statement will be April 28, 2000.
The Board of Trustees has fixed the close of business on February 25,
2000 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof (the "Record
Date"). Only owners of certain variable annuity contracts and certain retirement
plan accounts are entitled to provide voting instructions with respect to their
proportionate interest in the Funds. Shares of the Funds are sold to certain
qualified retirement plans and non-qualified deferred compensation plans. As
well, shares of the Funds are sold to FutureFunds Series Account II of GWL&A and
TNE Series (k) Account. Shares are also sold to Pinnacle Series Account to fund
certain variable life insurance policies issued by GWL&A. The above-mentioned
accounts of GWL&A are hereinafter referred to as the "Series Accounts." In
addition, shares of the Funds are sold to the Qualified Series Account and
FutureFunds Series Account II of GWL&A and to the TNE Series (k) Account of New
England Life Insurance Company to fund certain variable annuity contracts.
Qualified Series Account, FutureFunds Series Account II, and TNE Series (k)
Account are not registered with the Securities and Exchange Commission and the
vote of the owners of contracts issued through Qualified Series Account,
FutureFunds Series Account II, and TNE Series (k) Account is not being
solicited.
The investment adviser to the Fund is GW Capital Management, LLC.
("GWCM") 8515 East Orchard Road, Englewood, Colorado 80111, a wholly owned
subsidiary of GWL&A. The principal underwriter to the Fund is One Orchard
Equities, Inc., 8515 East Orchard Road, Englewood, Colorado 80111, a wholly
owned subsidiary of GWL&A.
The Series Accounts own shares of the Funds, on behalf of Contractowners
and by The Great-West Life Assurance Company ("Great-West") who provided initial
capital to the Fund. In accordance with its view of present applicable law,
shares attributable to each of the Funds held in the Series Accounts will be
voted based on instructions received from the Contractowners who have allocated
contract value to one or more Funds as of the Record Date. The number of votes
that a Contractowner has the right to cast will be determined by applying
his/her percentage interest in a Fund (held through a Series Account) to the
total number of votes attributable to such Fund. In determining the number of
votes, fractional shares will be recognized. Shares as to which no timely
instructions are received, shares owned by qualified retirement plans, shares
owned by Great-West Life Assurance Company (Great-West), and shares owned by
Qualified Series Account, FutureFunds II Series Account, and TNE Series (k)
Account will be voted by GWL&A in proportion to the voting instructions received
from Contractowners. Voting instructions to abstain on any item to be voted upon
will be applied on a pro rata basis to reduce the votes eligible to be cast. A
proxy may be revoked at any time before it is voted by the furnishing of a
written revocation, properly executed, to the Fund's Secretary before the
Meeting or by attending the Meeting. In addition to the solicitation of proxies
by mail, proxies may be solicited by officers and employees of the Fund or GWL&A
or its agents or affiliates personally or by telephone.
The following table indicates the eligible voters with respect to the
proposals being presented at the meeting.
<TABLE>
================================ ============================== ==============================
<S> <C> <C> <C> <C> <C> <C>
Proposal Summary Eligible Voters
- --------------------------------- ------------------------------ ------------------------------
1. Election of Directors A proposal regarding the Only owners of certain
election of the members of variable annuity contracts
the Board of Trustees of and certain retirement plan
Orchard Series Fund, Inc. to accounts.
serve until their successors
are elected and qualified.
- --------------------------------- ------------------------------ ------------------------------
2. Ratification of Auditors A proposal regarding the Only owners of certain
ratification of the variable annuity contracts
selection of Deloitte & and certain retirement plan
Touche as independent accounts.
auditors for Orchard Series
Fund, Inc. for the fiscal
year ending December 31,
2000.
- --------------------------------- ------------------------------ ------------------------------
</TABLE>
If the enclosed form of proxy is duly executed and returned in time to
be voted at the Meeting, and not subsequently revoked, all shares represented by
the proxy will be voted in accordance with the instructions marked thereon.
Unmarked proxies received from Contractowners will be voted in favor of the
proposals. Approval of Proposals 1 and 2 must be approved by a majority of the
shares present at the Meeting in person or by proxy and entitled to vote,
provided a quorum is present.
The Board may seek one or more adjournments of the Meeting to solicit
additional shareholders, if necessary, to obtain a quorum for the Meeting, or to
obtain the required shareholder vote for approval of proposals. An adjournment
would require the affirmative vote of the holders of a majority of the shares
present at the Meeting (or an adjournment thereof) in person or by proxy and
entitled to vote. If adjournment is proposed in order to obtain the required
shareholder vote on a particular proposal, the persons named as proxies will
vote in favor of adjournment those shares that they are entitled to vote in
favor of such proposal, and will vote against adjournment those shares that they
are required to vote against such proposal. A shareholder vote may be taken on
one or more of the proposals discussed herein
prior to any such adjournment if sufficient votes have been received and it is
otherwise appropriate.
The Fund will pay no expenses associated with this proxy solicitation.
Such expenses will be paid by GWCM. Management of the Fund knows of no other
business, other than that set forth in Proposals 1 and 2 which will be presented
for consideration at the Meeting. If any other matter is properly presented, it
is the intention of the persons named in the enclosed Proxy to vote in
accordance with their best judgment.
Beneficial Ownership
The Orchard Series Fund presently consists of five Funds, each of which
issues a separate class of common stock. Holders of common stock of each Fund on
the Record Date will be entitled to one vote for each share held (and fractional
votes corresponding to any fractional shares), with no shares having cumulative
voting rights.
As of the Record Date, no persons other than the Series Accounts,
FutureFunds II Series Account, TNE Series (k) Account and Great-West were
entitled to provide voting instructions with respect to 5% or more of a
Portfolio's outstanding shares and the Trustees and executive officers of the
Orchard Series Fund did not own any Fund shares.
The number of shares outstanding for each Fund of the Orchard Series
Fund and the number of shares of each of these Funds held by these respective
entities are set forth in the following table.
<TABLE>
======================= =============== ========= ======= =========== ============ ========= ============ ============== ==========
<S> <C> <C> <C> <C> <C> <C>
Fund Total Aggregate Pinnacle Maxim FutureFunds Retirement Qualified FutureFunds II TNE (k) Great-West
Shares Account Plan
- ----------------------- --------------- -------- ------- -------- ----- --------- ---------------- -------------- ------------
- ----------------------- --------------- -------- ------- -------- ------ --------- ---------------- ------------- ------------
Orchard Money Market 3,751,073.360 3,473,536.070
Fund
- ----------------------- ----------------- ----- ------- ------------ ------- -------- ---------------- -------------- -----------
- ----------------------- ----------------- ----- ------- ------------ ------- -------- ---------------- -------------- -----------
Orchard Index 500 Fund 41,502,136.272 36,683,267.312 4,009,342.310 10,622.010
- ----------------------- ----------------- ---- ------- ------------ ------- -------- ---------------- -------------- -----------
- ----------------------- ----------------- ----- ------- ------------ ------- -------- ---------------- -------------- -----------
Orchard Index 600 Fund 12,545,462.355 10,714,270.220 1,775,230.460 10,946.150
- ----------------------- ------------------ ---- ------- ------------ ------- -------- ---------------- -------------- -----------
- ----------------------- ------------------ ---- ------- ------------ ------- -------- ---------------- -------------- -----------
Orchard Value Fund 263,535.018 6,046.040 205,503.740
(Class A)
- ----------------------- ------------------ ---- ------- ----------- -------- --------- ---------------- -------------- ----------
- ----------------------- ------------------ ---- ------- ----------- -------- --------- ---------------- -------------- ----------
Orchard Value Fund 0.000
(Class B)
======================= ================== ==== ===================== ========== ========= ================ ============== =========
</TABLE>
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, five Trustees will be elected to serve until the next
Annual Meeting of Shareholders and until their successors are elected and
qualified. It is the intention of the persons named in the enclosed Proxy to
nominate and vote in favor of the election of the persons listed below.
In accordance with the Bylaws of the Fund, there shall be five Trustees,
all of whom shall be elected to one year terms. Each nominee listed below has
consented to serve as a Trustee. The Board of Trustees of the Fund knows of no
reason why any of these nominees will be unable to serve, but in the event of
any such unavailability, the Proxies received will be voted for such substitute
nominees as the board of Trustees may recommend.
The following information is furnished with respect to the nominees:
<TABLE>
Principal Occupation
Name and Address During Last Five Years
<S> <C> <C> <C> <C> <C> <C>
of Nominee Age and Other Directorships
Rex Jennings (75) President Emeritus, Denver Metro
6508 Hollytree Circle Chamber of Commerce (since 1987);
Tyler, TX 75703 Orchard Series Fund Trustee (since
1997);
Maxim Series Fund, Inc. Director
(since 1988).
Mitchell T.G. Graye* (44) Great-West Life & Assurance
Company
335 Ovida Place Senior Vice President & Chief
Financial
Castle Rock, CO 80104 Officer (1993-97). Great-West
Life & Annuity Insurance Company,
Senior Vice President, Chief
Financial Officer, (1997-present).
Sanford Zisman (60) Attorney, Zisman & Ingraham, P.C.;
3773 Cherry Creek Dr. N. Orchard Series Fund Trustee
Suite 250 (since 1997);
Denver, CO 80209 Maxim Series Fund, Inc. Director
(since 1982).
Richard P. Koeppe, Ph.D. (68) Retired Superintendent
8679 E. Kenyon Ave. Denver Public Schools (1988 -
1990);
Englewood, CO 80017 Orchard Series Fund Trustee
(since 1997);
Maxim Series Fund, Inc. Director
(since 1987).
William Thomas McCallum* (57) Great-West Life & Annuity Insurance
32 Sedgwick Drive Company: Director, President,
Chief
Englewood, CO 80110 Executive Officer. (1990-present).
*"Interested person" of the Fund as defined in the Investment Company
Act of 1940.
</TABLE>
Committees and Board of Trustees Meetings
The Board of Trustees has a standing Audit Committee, which consists,
and which after the election of the above named nominees as Trustees is expected
to consist, of the three Trustees who are not "interested persons" of the Fund
within the meaning of the Investment Company Act of 1940. During 2000 the
committee will be made up of Rex Jennings, Richard P. Koeppe and Sanford Zisman
if each is elected. The purpose of the Audit Committee is, on behalf of the
Board of Trustees, to review financial statements, audit results, internal
controls, and other financially oriented Fund activities, and to monitor the
exercise of management and external auditor responsibilities. The Board of
Directors has not adopted a written charter of the Audit Committee. During 1999,
the Audit Committee held one meeting.
The Board of Trustees has a standing Executive Committee which consists
of the two Trustees who are "interested persons" of the Fund. The purpose of the
Executive Committee is to exercise, as required, the powers and authority of the
Board of Directors, within certain limitations as prescribed in the bylaws of
the Fund.
During 1999, the Board of Trustees held four meetings. No Trustee
attended fewer than 75% of the aggregate of the Board of Trustees meetings and
Committee meetings on which he served.
Interested Persons
The Fund considers Mr. McCallum and Mr. Graye each to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940. Mr. McCallum is Great-West Life & Annuity Insurance Company
Director, President, and Chief Executive Officer. (1990-present). Mr. Graye is
Senior Vice President & Chief Financial Officer of Great-West Life & Annuity
Insurance company. (1997-present).
Compensation
The Investment Adviser (GWCM) pays all compensation of officers and
employees of the Fund, as well as the fees of all Trustees of the Fund who are
affiliated persons of Great-West or its subsidiaries. The Fund pays the
independent Trustees, and during 1999 paid each of the three independent
Trustees $1,000 per meeting attended and paid all of the actual out-of-pocket
expenses of such Trustees relating to attendance at meetings, as well as an
annual retainer of $10,000 in two installments. Such fees and expenses
aggregated $45,000.00 for the period from January 1, 1999 to December 31, 1999.
The following table sets forth the fiscal year ended December 31, 19999
compensation paid by the Fund to the independent Trustees. Trustees who are
interested persons of the Fund receive no compensation from the Fund.
<TABLE>
Pension or Estimated Total
Aggregate Retirement Benefits Annual Compensation
Compensation Accrued as Part of Benefits Upon from Fund Paid
<S> <C> <C> <C> <C> <C> <C>
Name of Director from Fund Fund Expenses Retirement to Directors
- ---------------- --------- ------------- ---------- ------------
Rex Jennings $15,000 $0 $0 $15,000
Sanford Zisman $15,000 $0 $0 $15,000
Richard P. Koeppe $15,000 $0 $0 $15,000
</TABLE>
Officers of the Fund
The following information is furnished with respect to the officers of
the Fund:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Name, Age, and Address Position Other Business Activities During
Past Five Years
James D. Motz (50) President Executive Vice President of Employee Benefits, GWL&A
8515 East Orchard Road (since 1997); Senior Vice President of Employee
Benefits,
Englewood, CO 80111 GWL&A (1991-1997); Trustee and President, Orchard
Series Fund; Director, GWCM.
David G. McLeod (37) Treasurer Vice President of Investment Operations, GWL&A
8515 East Orchard Road (since 1998); Assistant Vice President of Investment
Englewood, CO 80111 Administration, GWL&A (1994-1998); Manager of
Securities and Equities Administration, GWL&A
(1992-1994); Treasurer, Orchard Series Fund;
Director,GWCM.
Bruce Hatcher (36) Assistant Manager of Investment Company Administration, GWL&A
8515 East Orchard Road Treasurer (since 1998); Associate Manager of Separate
Account Englewood, CO 80111 Administration, GWL&A (1993-1998).
Beverly. A. Byrne (44) Secretary Vice President, Counsel & Associate
Secretary,
8515 East Orchard Road GWL&A (since 2000); Assistant Vice President,
Englewood, CO 80111 Associate Counsel & Assistant Secretary, GWL&A
(1997-1999); Assistant Counsel and Assistant Secretary,
GWL&A (1993-1997); Chief Legal & Compliance
Counsel, One Orchard Equities, Inc.; Secretary,
Orchard Series Fund; Director, GWCM.
</TABLE>
Stock Ownership
In 1999, none of the Trustees or Officers of the Fund made any purchases
or sales of the outstanding common stock of the Fund, the principal underwriter,
the investment adviser, or their affiliates, parents, subsidiaries.
Recommendation of the Board of Directors
At a meeting held on April 6, 2000, the Board of Trustees, including all
of the independent Trustees, voted unanimously to nominate the five individuals
named above to serve as Trustees of the Fund and to recommend to shareholders
that they vote "FOR" each of the nominees named in this proposal.
Vote Required
In order to approve this Proposal, the affirmative vote of the holders
of a majority of the shares present at the Meeting in person, or by proxy, and
entitled to vote, provided a quorum is present, is required.
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS
Under this proposal shareholders are being asked to ratify the selection
by The Board of Trustees, including all the independent Trustees, of Deloitte &
Touche LLP, independent auditors, to examine the financial statements of the
Fund for the fiscal year ending December 31, 1999. The Fund knows of no direct
or indirect financial interest of such firm in the Fund. Such appointment is
subject to ratification or rejection by the shareholders of the Fund. Unless a
contrary specification is made, the accompanying Proxy will be voted in favor of
ratifying the selection of Deloitte & Touche.
Deloitte & Touche also acts as independent auditors for The Great-West
Life Assurance Company and all of its subsidiaries and for the other investment
companies for which GWCM acts as investment adviser, Great-West Variable Annuity
Account A and Maxim Series Fund. Audit services performed by Deloitte & Touche
during the fiscal year most recently completed included examinations of the
financial statements of the Fund, services related to filings with the
Securities and Exchange Commission, and consultation on matters related to
accounting and financial reporting. Representatives of Deloitte & Touche are not
expected to be present at the Meeting.
Recommendation of the Board of Directors
At a meeting held on April 6, 2000, the Board of Trustees, including all
of the independent Trustees, voted unanimously to ratify the selection of
Deloitte & Touche LLP as independent auditors of the Fund and to recommend to
shareholders that they vote "FOR" this proposal.
Vote Required
In order to approve this Proposal, the affirmative vote of the holders
of a majority of the shares present at the Meeting in person or by proxy and
entitled to vote, provided a quorum is present, is required.
The Board of Trustees, including the independent directors, recommends a vote
FOR.
ADDITIONAL INFORMATION
Distribution Arrangements
On April 1,1982 the Fund entered into a Share Purchase Agreement with
GWL&A with respect to the sale of the Fund's shares to Maxim Series Account of
GWL&A. On April 1,1984 the Fund entered into a Share Purchase Agreement with
GWL&A with respect to the sale of the Fund's shares to FutureFunds Series
Account of GWL&A. On July 1, 1985 the Fund entered into a Share Purchase
Agreement with GWL&A with respect to the sale of the Fund's shares to Pinnacle
Series Account. On May 1, 1995, the Fund entered into a Share Purchase agreement
with GWL&A with respect to sale of the Fund's shares with Retirement Plan Series
Account of GWL&A. Such shares are and will be sold at their respective net asset
values and therefore will involve no sales charge. The Share Purchase Agreements
continue in effect until terminated by the mutual written consent of the
parties.
Shareholder Proposals
If a shareholder intends to present a proposal at the 2001 Annual
Meeting of Shareholders of the Fund and desires to have the proposal included in
the Fund's Proxy Statement and Form of Proxy for that meeting, the shareholder
must deliver the proposal to the offices of the Fund by December 1, 2001. The
expense of preparing, printing and mailing of the enclosed Form of Proxy and
accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will furnish, without charge, a copy of 1999 annual report and the June
30, 1999 semi-annual report upon request to: Mr. Tim Dombrowsky, 8515 East
Orchard Road, Englewood, Colorado 80111; (800) 537-2033, ext. 4538.
BY ORDER OF THE BOARD OF TRUSTEES
Beverly A. Byrne
Secretary
April 28, 2000
PROXY
FOR
THE ANNUAL MEETING OF PARTICIPANTS OF
ORCHARD SERIES FUND
The undersigned hereby appoints David G. McLeod, Beverly A. Byrne and Arnie A.
Beckman, or any of them, to be the attorneys and proxies of the undersigned at
the Annual Meeting of Participants of The Fund to be held at 8515 East Orchard
Road, Englewood, Colorado, at 11:00 a.m. Mountain Time on May 25, 2000 and at
any adjournment thereof, and to represent and cast the votes held on record by
the undersigned on February 25, 2000, upon the proposals below and as set forth
in the Notice of the Meeting of Shareholders and Proxy Statement for such
meeting.
1) FOR ELECTION OF MEMBERS OF THE COMMITTEE FOR VARIABLE ANNUITY THE
FUND to serve until their successors are elected and qualified.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
below (except as marked for all nominees listed below
to the contrary below)
(The Members of the Committee recommend a vote FOR)
(INSTRUCTION: To withhold authority to vote for any individual nominee mark
the box next to the nominee's name below)
[ ] R.P. Koeppe [ ] R. Jennings [ ] M.T.G. Graye [ ] W.T.
McCallum [ ] S. Zisman
2) PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE, LLP as the
independent auditors for Variable Annuity The Fund for the fiscal
year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Members of the Committee recommend a vote FOR)
3) In the discretion of the Members of the Committee, on such other
business which may properly come before the meeting or any
adjournment thereof.
This Proxy will be voted, and voted as specified. IF NO SPECIFICATIONS ARE MADE,
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE COMMITTEE'S RECOMMENDATIONS.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE.
Name of Participant:
Group Policy No.: Certificate No.:
Participant Number of Votes:
Dated: , 2000
--------------------------
(Signature of Participant)
Please sign and date your Proxy and return promptly in the accompanying
envelope.
