NOTICE OF MEETING OF SHAREHOLDERS
OF
USLICO SERIES FUND
To Be Held June 30, 1995
Dear Shareholders:
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of USLICO Series Fund (the "Fund") will be held on June 30,
1995 at 2 P.M., at the offices of United Services Life Insurance Company,
4601 N. Fairfax Drive, General Conference Room, 12th Floor, Arlington,
Virginia, for the purposes of voting on the following matters:
(a) To vote on the election of Richard C. Kaufman, Jeri A. Eckhart, Wayne
O. Jefferson, Jr. and David H. Roe as Trustees of the Fund;
(b) To vote on the approval of an Investment Advisory Agreement between
the Fund and Washington Square Capital, Inc. (the "Adviser");
(c) To vote on the approval, with respect to the Fund's Stock and Asset
Allocation Portfolios, of a Sub-Investment Advisory Agreement among
the Fund, the Adviser and Newbold's Asset Management, Inc. (the "Sub-
Adviser");
(d) To ratify the selection of Deloitte & Touche LLP as the independent
Certified Public Accountants of the Fund for the calendar year 1995;
(e) To act upon any other matters which may properly come before the
Meeting or any adjournment thereof.
The shares of the Fund are owned by Bankers Security Life Insurance
Society and United Services Life Insurance Company (collectively called
the "Company") in connection with their issuance of variable life
insurance policies ("Policies"). Whenever a shareholder vote is taken the
Company votes the shares of the Fund in accordance with instructions
received from such Policyowners. Each Policyowner having a voting
interest is sent proxy materials and a proxy form for giving voting
instructions to the Company. The election of Trustees, the matter of the
approvals of the investment advisory and sub-advisory agreements and
ratification of Accountants mentioned above are discussed more fully in
the attached Proxy Statement. Please read it carefully before submitting
your proxy card.
Only Shareholders of record as of April 30, 1995 are entitled to notice of
and to vote at the Meeting.
By Order of the Board of Trustees
of USLICO Series Fund
Robert B. Saginaw
Secretary
June 9, 1995
IMPORTANT
In order to take action on these proposals, it is necessary that holders
of at least 30% of the outstanding shares of each Portfolio entitled to be
cast be present in person or be represented by proxy at the meeting.
Whether the number of your votes is large or small, it is important that
your voting instructions be given. The Fund urges you to promptly date,
mark your preference on, sign and mail the enclosed proxy in the
accompanying envelope. No postage is required if mailed in the United
States.<PAGE>
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PROXY STATEMENT
MEETING OF SHAREHOLDERS TO BE HELD JUNE 30, 1995
Notice is hereby given of a Special Meeting of Shareholders of the Fund to
be held on June 30, 1995. In connection with the Meeting the Fund
solicits the enclosed proxy for such Meeting, and any adjournments
thereof. The primary means of solicitation will be by mail and the
approximate date on which these proxy materials are being first sent to
Shareholders is June 9, 1995. In addition, officers and employees of the
Fund may solicit proxies by telephone or telegram or in person, to the
extent necessary, to assure sufficient representation at the meeting. All
expenses in connection with the solicitation of these proxies will be
borne by the Fund. This solicitation is made by the Fund, for
Shareholders to vote on the election of Richard C. Kaufman, Jeri A.
Eckhart, Wayne O. Jefferson, Jr. and David H. Roe as Trustees of the Fund,
to approve an Investment Advisory Agreement between the Fund and
Washington Square Capital, Inc. (the "Adviser"), and with respect to the
Fund's Stock and Asset Allocation Portfolios, a Sub-Investment Advisory
Agreement among the Fund, the Adviser and Newbold's Asset Management, Inc.
(the "Sub-Adviser"), and to ratify the selection of Deloitte & Touche LLP
as the Fund's independent Accountants for the 1995 calendar year.
Only Shareholders of record at the close of business on April 30, 1995
(the "Record Date") will be entitled to notice of and to vote at the
meeting of Shareholders. The Company, as Shareholder, votes the shares of
the Fund in accordance with instructions received from Policyowners
("Policyowners") of the Company's variable life insurance policies. Each
such Policyowner may cast one vote for each $100 of cash value of his or
her policy (less any amount of an outstanding loan and accrued interest
thereon) allocated to the Portfolios in which he or she has an interest on
the Record Date, except that the owners of Policies who have continued
their insurance coverage under any of the lapse options would not have any
vote. We will count fractional shares as well as whole shares. At the
close of the Record Date the following votes, by each Portfolio of the
Fund, were entitled to be cast by Shareholders having an interest in the
Portfolios: Stock, 147,147.28; Money Market, 47,934.24; Bond, 5,871.73;
and Asset Allocation, 87,369.58.
Election of a Trustee requires a plurality of the votes cast. Approval of
the Investment Advisory Agreement and ratification of the independent
Accountants require a majority of the votes cast. Approval of the
Investment Sub-Advisory Agreement requires a majority of the votes cast
having an interest in the Stock and Asset Allocation Portfolios.
The votes of those contractholders having an interest in the following
Portfolios are being solicited with respect to each proposal:
Proposal Stock Money Market Bond Asset Allocation
Election of Trustees Yes Yes Yes Yes
Investment Advisory
Agreement Yes Yes Yes Yes
Investment Sub-Advisory
Agreement Yes No No Yes
Approval of Auditors Yes Yes Yes Yes
Policyholders as of the end of 1994 have previously received the Fund's
Annual Report, including financial statements covering the operations of
the Fund for the year ended December 31, 1994. Upon request, the Fund
will furnish to all Contractholders, without charge, a copy of the most
recent annual or semi-annual Report of the Fund. Requests may be made by
mail or telephone. If by mail, to Ms. Stephanie Copes, Assistant
Secretary, USLICO Series Fund, 4601 N. Fairfax Drive, Arlington, Virginia
22203. Contractholders may also call Ms. Copes at (800) 338-7737,
extension 3623 for a copy of the Report. We will provide Reports by first
class mail within three days of the request.
All of the proxies which you properly execute and return to us on the
accompanying proxy form will be voted in accordance with your
instructions. If you do not mark your instructions on the proxy card,
your proxies will be voted for the election of each Trustee, approval of
the Investment Advisory Agreement, approval of the Sub-Investment Advisory
Agreement (for those policyholders with interests in the Fund's Stock and
Asset Allocation Portfolios) and ratification of Deloitte & Touche LLP as
independent Accountants. Since the Company participates in the assets of
the Fund, it intends to vote its participation in each Portfolio for each
Trustee or to withhold authority with regard to each, to approve or
disapprove the Investment Advisory and the Investment Sub-Advisory
Agreements, and to ratify or reject ratification of the independent
Accountants, in the same proportion as the votes cast by the Policyowners.
It is important that your votes be represented at this meeting and,
regardless of the amount of cash value your policy may have, we urge you
to sign, date and return the enclosed proxy in the enclosed envelope which
requires no postage if mailed in the United States.
A Policyholder retains the power to revoke the proxy at any time before it
is exercised, by notifying the Secretary in writing. It may also be
revoked at the meeting by the Policyowner voting in person or by the
signing and returning of a new proxy (if returned and received in time to
be voted).
ELECTION OF TRUSTEES
The Board of Trustees ("Trustees") of the Fund is composed of four
persons. The primary responsibility for the Fund rests with the Trustees.
The Trustees meet regularly each quarter to review the activities of the
Fund and of those persons responsible for its day-to-day operations. It
reviews investments, regulatory requirements and approvals, audits, audit
procedures, financial statements and other financial and operational
matters of the Fund. In 1994, the Trustees met four times. There are no
sub-committees of the Board.
The persons named as proxies in the form of proxy enclosed have advised
the Trustees that unless instructions are indicated to withhold authority
to vote for all listed nominees or any individual nominee, they intend to
vote all validly executed proxies for the election of the Trustees who are
named below. Richard C. Kaufman, Jeri A. Eckhart and Wayne O. Jefferson,
Jr. are presently serving as Trustees and have agreed to stand for
reelection to the Board of Trustees. David H. Roe has been nominated by
the Board of Trustees to serve as a Trustee, and if elected will be a new
Trustee. These nominees have agreed to serve if they are elected at this
meeting or any adjournment of the meeting. Should any of these nominees
become unable to serve prior to election, the persons to whom you give
your proxy will vote in favor of such other nominees as the Trustees may
recommend. There was no nominating committee for the selection of these
nominees. Each person elected as a Trustee will hold office until the
happening of any one of the following events: (a) resignation by the
Trustee; (b) removal of the Trustee by at least two-thirds of the number
of Trustees prior to removal; (c) retirement or incapacitation of the
Trustee; and (d) removal of the Trustee at any Shareholders meeting by a
two-thirds vote of the outstanding shares. Election of Trustees shall be
by a plurality of the votes cast at the meeting.
Information About the Incumbent Trustees and the Nominee for the Board of
Trustees
Trustee Principal Occupation
Name Age Since During Last Five Years
Richard C. Kaufman 60 1989 Assistant Director of
Government and Public
Affairs, Association of the
U.S. Army, 1984-1994
(Ret.); previously served
on the United Services Life
Insurance Company Advisory
Council; retired Colonel,
U.S. Army, 1984, area of
expertise:
operations/personnel.
Jeri A. Eckhart 38 1994 Independent Management
Consultant, 1988-present;
Board Member, White House
Fellows Foundation, 1990-
present; Associate Deputy
Secretary, Department of
Labor, 1985-1988; Manager,
Boston Consulting Group,
1981-1985.
Wayne O. Jefferson, Jr. 56 1994 Telecommunications
Consultant, 1994-present;
Executive Director, Support
Services, LCC, Arlington,
VA 1992-1994; General
Manager, Telecom Solutions,
Inc., Arlington, VA 1991-
1992; Telecommunications
Consultant and President,
Jefferson Associates, Inc.,
Alexandria, VA 1989-1992;
Major General, U.S. Air
Force and Deputy Director,
Defense-wide Communications
Support, Joint Staff, The
Pentagon, 1988-1989.
David H. Roe 54 Nominee President of the Fund since
1991; Senior Vice
President, ReliaStar since
1995; President and Chief
Operating Officer of USLICO
Corporation until its
merger with ReliaStar in
1995; President since 1991
of United Services Life
Insurance Company ("USL");
CEO of USL and Bankers
Security Life Insurance
Society ("BSL") since April
1992; Executive Vice
President and Chief
Financial Officer of USAA
(1990-1991); Brig. General,
USAF, Ret.
Except for Mr. Roe, none of the Nominees are "interested persons" of the
Fund or the Company as defined in the Investment Company Act of 1940 (the
"1940 Act"). None of the persons named above is an owner of a Policy
supported by assets of the Fund. Except for Mr. Roe, none of the Trustees
has any material direct or indirect interest, or has had any such interest
during the past five years, in the Adviser, the Sub-Adviser or the Fund's
principal underwriter, USLICO Securities Corporation. Mr. Roe is a Senior
Vice President of ReliaStar Financial Corp., the 100% indirect owner of
the Adviser and the principal underwriter, and is President of the
principal underwriter.
Members of the Fund's Board of Trustees will receive from the Fund an
annual retainer of $1,000, plus a fee of $250 per meeting of the Board of
Trustees and $250 per Committee meeting attended. The Trustees are
reimbursed for expenses incurred in connection with attending meetings.
During 1994, Mr. Kaufman attended all four meetings of the Trustees. Mrs.
Eckhart attended three meetings of the Trustees (100% of the meetings
during which she was a Trustee) and Mr. Jefferson attended two meetings of
the Trustees (66 2/3% of all meetings during the time he was a Trustee).
The following table indicates compensation paid to the Trustees during
1994:
Name of Aggregate Pension or Estimated Total
Person Compensation Retirement Annual Compensation
From Fund Benefit Benefits From Fund and
Accrued As Upon Fund Complex
Part of Retirement Paid to
Fund Expenses Directors
Richard C. Kaufman $2,000 None None $2,000
Jeri A. Eckhart $1,500 None None $1,500
Wayne O. Jefferson $1,000 None None $1,000
Each of the Fund's officers is employed by either United Services Life
Insurance Company ("USL") or Bankers Security Life Insurance Society
("BSL"). USL and BSL are affiliated companies of Washington Square
Capital, Inc., the Adviser. The Fund's Officers are as follows:
Position Principal Occupation
with Officer of During the Last
Name Age the Fund Fund Since Five Years
David H. Roe 54 President 1991 President of the Fund
since 1991; Senior Vice
President, ReliaStar
since 1995; President
and Chief Operating
Officer of USLICO
Corporation until its
merger with ReliaStar
in 1995; President
since 1991 of United
Services Life Insurance
Company ("USL"); CEO of
USL and Bankers
Security Life Insurance
Society ("BSL") since
April 1992; Executive
Vice President and
Chief Financial Officer
of USAA (1990-1991);
Brig. General, USAF,
Ret.
Rebecca B. Crunk 43 Vice President 1995 Vice President and
and Tresurer Controller of USL and
BSL; affiliated with
USL since 1977.
Robert B. Saginaw 55 Vice President 1988 Vice President and
and Secretary Associate Counsel
of USL since 1980;
associated with
affiliate since 1974.
Stephanie L. Copes 28 Assistant 1991 Assistant Secretary of
Secretary the Fund since 1991;
employed by USL since
1990.
Francis A. Podlesney 62 Assistant 1988 Assistant Vice
Secretary President and General
Counsel of BSL,
associated with BSL
since 1967.
No officer of the Fund received any compensation from the Fund.
RECOMMENDATION
The Board of Trustees recommends a vote FOR election of the listed
nominees for election as Trustees.
INVESTMENT ADVISORY AGREEMENT
The Adviser
There are four Portfolios of the Fund: the Stock, Money Market, Bond and
Asset Allocation Portfolios. All of the Portfolios of the Fund receive
their investment advice from the Adviser, Washington Square Capital, Inc,
("Adviser") 100 Washington Square, Minneapolis, Minnesota 55401 pursuant
to an Investment Advisory Agreement among the Adviser and the Fund,
effective April 1, 1995 (the "Agreement"). The Agreement was approved by
the Trustees of the Fund, including a majority of the Board who are not
"interested persons", as defined in the 1940 Act, at a meeting called for
that purpose on March 1, 1995. The Agreement is submitted to
Policyholders for approval at this Special Meeting. If approved, the
Agreement will continue in effect thereafter so long as it is approved at
least annually (i) by a vote of a majority of the outstanding voting
securities of the Fund's Portfolios or by the Fund's Trustees and (ii) by
the vote, cast in person at a meeting called for the purpose, of a
majority of the Fund's Trustees who are not parties to the Agreement or
interested persons of any such party. The Agreement may be terminated
with respect to a Portfolio at any time, without the payment of any
penalty, by a vote of the majority of the outstanding voting securities
(as defined in the 1940 Act) of the Portfolios or by a vote of a majority
of the Fund's entire Board of Trustees on 60 days' written notice to the
Adviser or by the Adviser on 60 days' written notice to the Fund. The
Agreement terminates automatically in the event of its assignment as
defined in the 1940 Act.
The Agreement provides that the Adviser shall render investment advisory
services to each Portfolio of the Fund with respect to the assets
allocated to the Portfolios, in a manner consistent with the investment
policies of each Portfolio. The Adviser supervises the day to day
investment operations of each Portfolio and the composition of their
assets, including the purchase, retention and disposition of the
investments, securities and cash contained therein, in accordance with
each Portfolio's investment objectives and policies as stated in the
Fund's Declaration of Trust, By-Laws, Prospectus and Statement of
Additional Information as from time to time in effect. It furnishes the
Trustees of the Fund advise and recommendations with respect to
investments, investment strategies and the purchase and sale of
securities. The Adviser will be compensated for its services by each
Portfolio paying the Adviser a fee, calculated each business day based on
the Portfolio's daily net assets at a maximum annual rate of 0.50% of the
first $100 million of the Portfolio's net assets and 0.45% of the
Portfolio's net assets in excess of $100 million. Since the Fund's
inception in 1988, each Investment Advisory Agreement it has entered into
contained the same maximum annual advisory fee as stated above.
Historically, however, since inception, the Fund has paid at the annual
rate of 0.25%, for investment advisory services, although there is no
assurance that will continue.
Prior to April 1, 1995, the Investment Adviser was Bankers Centennial
Management Corp. ("BCMC"), an affiliate of the Fund and the present
Adviser, Washington Square Capital, Inc. BCMC ceased offering investment
functions as of March 31, 1995.
Investment Advisory charges made against each of the Portfolio's assets
during 1994 were based on each Portfolio's daily net assets at an annual
rate of 0.25%. The amounts charged were as follows: Stock, $33,276;
Money Market, $13,776; Bond, $6,302; and Asset Allocation, $24,168. In
addition, the Stock and Asset Allocation Portfolios each bear the cost of
brokerage commissions, and each Portfolio bears the costs of transfer
taxes and other fees related to securities transactions. Brokerage
commissions paid in 1994 are set forth under "Portfolio Transactions and
Brokerage".
The Adviser is an affiliate of the Company, whose indirect parent company,
ReliaStar Financial Corp. indirectly owns 100% of the outstanding voting
stock of the Adviser. [The Adviser is 100% owned by Northwestern National
Life Insurance Company ("NWNL"), which is 100% owned by ReliaStar
Financial Corp.] The Adviser was established in 1981. In addition to
acting as the investment adviser to the Portfolios of the Fund, it is the
investment adviser of 1) approximately $2.5 billion for the Company and 2)
the USLICO Retirement Plan, which covers the employees of the Company and
its affiliated companies. The USLICO Retirement Plan assets as of
December 31, 1994 were approximately $92.4 million.
The principal executive officers of the Adviser, are as follows: Steven
W. Wishart, President; , Executive Vice President; Douglas Hedberg,
Richard R. Crowl, Arthur W. Hultgren, Senior Vice Presidents and Greggory
Hanson, Vice President. The Directors are: John G. Turner, John H.
Flittie, Wayne R. Huneke, Royce N. Sanner and Steven W. Wishart. The
address of the foregoing individuals, as well as ReliaStar Financial
Corp., NWNL and the Adviser, is 20 Washington Avenue South, Minneapolis,
Minnesota 55401. The address for the Company is 4601 N. Fairfax Drive,
Arlington, Virginia 22203.
The proposed Investment Advisory Agreement is attached as Exhibit A.
The Principal Underwriter
USLICO Securities Corporation, whose address is 4601 N. Fairfax Drive,
Arlington, Virginia 22203, is the principal underwriter for the Fund and
is an affiliate of the Company, whose indirect parent company, ReliaStar
Financial Corp. indirectly owns 100% of the outstanding voting stock of
the Principal Underwriter.
The Sub-Adviser
Effective April 1, 1995, subject to shareholders approval, the Adviser and
the Fund entered into an Investment Sub-Advisory Agreement (the Sub-
Advisory Agreement") with Newbold's Asset Management, Inc. (the "Sub-
Adviser"). Under the Sub-Advisory Agreement, the Sub-Adviser provides
investment advisory services to all of the assets in the Stock Portfolio
and with respect to the assets of the Asset Allocation Portfolio of the
Fund allocated by the Adviser to the management of the Sub-Adviser
pursuant to the Sub-Advisory Agreement.
The Sub-Advisory Agreement was approved by the Board of Trustees of the
Fund including a majority of the Board who are not "interested persons" as
defined in the 1940 Act, at a meeting called for that purpose on March 1,
1995. The Sub-Advisory Agreement will continue in effect thereafter so
long as it is approved at least annually (i) by a vote of a majority of
the outstanding voting securities of the Fund's Portfolios or by the
Fund's Board of Trustees and (ii) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Fund's Trustees who are not
parties to the Sub-Advisory Agreement or interested persons of any such
party. The Sub-Advisory Agreement may be terminated with respect to a
Portfolio at any time, without the payment of any penalty, by a vote of
the majority of the outstanding voting securities (as defined in the 1940
Act) of the interested Portfolios or by a vote of a majority of the Fund's
entire Board of Trustees on written notice to the Sub-Adviser. It also me
be terminated by the Adviser or Sub-Adviser at any time without penalty on
60 days written notice to the other parties. The Sub-Advisory Agreement
terminates automatically in the event of its assignment as defined in the
1940 Act.
Subject to the overall responsibility of the Fund's Trustees and the
Adviser, the Sub-Adviser will exercise overall responsibility for the
investment and reinvestment of such assets of those Portfolios for which
it has primary advisory responsibility. The Sub-Adviser will manage the
day-to-day operations of the investment portfolio of the Stock Portfolio
and the portion of the Asset Allocation Portfolio allocated by the Adviser
to the Sub-Adviser. It will manage the composition of these Portfolios,
including the purchase, retention and disposition of the investments,
securities and cash contained therein, in accordance with each Portfolio's
investment objectives and policies as stated in the Fund's Declaration of
Trust, By-Laws, Prospectus and Statement of Additional Information as from
time to time in effect. The Sub-Adviser will furnish to the Trustees such
periodic and special reports as the Trustees may reasonably request.
For investment sub-advisory services performed, the Adviser pays the Sub-
Adviser a quarterly fee based on the net assets of the Portfolios for
which the Sub-Adviser has investment responsibility, computed as of the
last day of the quarter. The fee is .50% annually on the first $20
million of assets, .40% on the next $20 million and .30% thereafter. In
1994 the Sub-Adviser received under a similar sub-advisory agreement, the
amount of $45,067 for advice for Fund Portfolios. This fee is not paid by
the Fund, which will not incur any additional investment advisory fees as
a result of the Sub-Advisory Agreement.
The Sub-Adviser, Newbold's Asset Management, Inc., whose address is 950
Haverford Road, Bryn Mawr, Pennsylvania, is a registered investment
adviser. It was founded in 1943 and incorporated on June 28, 1988 for the
purpose of acquiring all the assets and liabilities of Newbold's Asset
Management. The Sub-Adviser is a wholly-owned subsidiary of United Asset
Management Corporation.
As of March 31, 1995, the Sub-Adviser managed approximately $7.4 billion
in assets. No Trustee of the Fund has any financial interest in the
Adviser, Sub-Adviser or its affiliates.
The principal executive officers and directors of the Sub-Adviser are as
follows: Timothy M. Havens, Chairman, Chief Executive Officer and a
Director; John W. Richards, President, Chief Operating Officer and a
Director; John H. Marchesi, Jr., Executive Vice President and a Director;
Daniel J. Hopkins, Executive Vice President; O. Sam Folin, Senior Vice
President; Harry K. Hiestand, Senior Vice President and a Director;
Stephen A. Mozur, Samuel W. Parke, Samuel R. Roberts, Denise B. Taylor,
Madelyn Y. Wharton, John K. Schneider, Edward T. Shadek, Senior Vice
Presidents; and Norman H. Reamer, a Director of the Sub-Adviser and
President and Chief Executive Officer of the Sub-Adviser's parent company.
Except for Mr. Reamer, whose address is One International Place, Boston,
Massachusetts 02110, the address of the foregoing individuals is 950
Haverford Road, Bryn Mawr, Pennsylvania 19010.
The proposed Sub-Advisory Agreement is attached as Exhibit B.
Portfolio Transactions and Brokerage
Pursuant to the Advisory and Sub-Advisory Agreements, the Adviser (or,
where applicable, the Sub-Adviser) will place orders for the purchase and
sale of portfolio investments for the Fund's Portfolios with brokers or
dealers selected by it in its discretion. In executing transactions, the
Adviser or Sub-Adviser will attempt to obtain the best execution for a
Portfolio taking into account such factors as price (including the
applicable brokerage commissions or dollar spread), size of order, the
nature of the market for the security, the timing of the transaction, the
reputation, the experience and financial stability of the broker-dealer
involved, the quality of the service, the difficulty of execution and
operational facilities of the firms involved, and the firm's risk in
positioning a block of securities. In effecting purchases and sales of
portfolio securities in transactions of United States stock exchanges for
the account of the Fund, the Adviser or Sub-Adviser may pay higher
commission rates than the lowest available when the Adviser or Sub-Adviser
believes it is reasonable to do so in light of the value of the brokerage
and research services provided by the broker effecting the transaction.
In the case of securities traded on the over-the-counter markets, there is
generally no stated commission, but the price includes an undisclosed
commission or markup.
When the Adviser or the Sub-Adviser causes a Portfolio to pay a broker-
dealer which provides brokerage and research services to the Adviser or
Sub-Adviser a higher commission for effecting a securities transaction for
a Portfolio than other broker-dealers would have charged for the
transaction, the Adviser, or Sub-Adviser, must determine in good faith
that the greater commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker-dealer
viewed in terms of either a particular transaction or the Adviser's or
Sub-Adviser's overall responsibilities to the Fund or to its other
clients. The term "brokerage and research services" may include advice as
to the value of securities, the advisability of investing in, purchasing,
or selling securities, and the availability of securities or of purchasers
or sellers of securities; furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio
strategy and the performance of accounts; and effecting securities
transactions and performing functions incidental thereto such as
clearance, settlement and custody. The investment advisory fees paid by
the Fund will not be reduced as a consequence of the Adviser's receipt of
brokerage and research services.
During 1994, the Stock Portfolio paid $25,693 in commissions and the Asset
Allocation Portfolio paid $9,840 in commissions.
Some securities considered for investment by the Fund may also be
appropriate for other clients served by the Adviser or Sub-Adviser. If a
purchase or sale of securities consistent with the investment policies of
a Portfolio and one or more of these clients served by the Adviser or Sub-
Adviser is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in manner
deemed fair and
reasonable by the Adviser or Sub-Adviser. Although there is no specified
formula for allocating such transactions, the various allocation methods
used by the Adviser or Sub-Adviser, and the results of such allocations,
are subject to periodic review by the Fund's Adviser and Board of
Trustees.
RATIFICATION OR REJECTION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS AND AUDITORS
Deloitte & Touche LLP, Washington, DC were unanimously chosen by the Board
of Trustees on March 1, 1995 to act as independent public accountants and
auditors for the Fund for the calendar year 1995. They will also acts as
independent auditors for Bankers Security, its other separate accounts,
Bankers Security's parent companies, United Services Life Insurance
Company and ReliaStar Financial Corp., affiliates and subsidiaries.
Otherwise, Deloitte & Touche LLP has no other direct or material indirect
relationship with the Fund, Bankers Security, United Services or
ReliaStar. A representative of Deloitte & Touche LLP will be present at
the June 30, 1995 special meeting, will have an opportunity to make a
statement if desired and will be available to respond to appropriate
questions.
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In prior years the auditing firm of KPMG Peat Marwick LLP acted as the
Fund's outside auditors. However, ReliaStar Financial Corp., and its
subsidiaries, including Bankers Security Life and United Services Life,
intend to use Deloitte & Touche LLP as their outside auditors for 1995.
For reasons of economy, the Board of Trustees recommends that a switch be
made from KPMG Peat Marwick LLP to Deloitte & Touche LLP. During the six
years that KPMG Peat Marwick LLP was the outside auditor of the Fund,
there were no disagreements on matters of accounting, no adverse opinions,
nor any disclaimers of opinions or any qualifications to their opinions.
The persons named as proxies in the form of proxy enclosed have advised
the Trustees that unless instructions are indicated to reject the outside
Accountants, they intend to vote all validly executed proxies for their
ratification.
The selection of Deloitte & Touche LLP as auditors for the 1995 year is
subject to ratification or rejection by policyowners at this meeting. An
affirmative vote of the majority of the votes cast at the meeting is
necessary to ratify this selection. The Board of Trustees recommends that
policyowners vote in favor of ratification of this selection.
The Board is not aware of any other matters to be presented for action at
this special meeting, but if any other matters properly become before the
meeting, it is intended to vote the accompanying proxy in accordance with
the best judgment of the proxy holders.
RECOMMENDATIONS
The Trustees recommend a vote FOR the election of Trustees, for the
Investment Advisory Agreement with Washington Square Capital, Inc., and
with respect to the Stock and Asset Allocation Portfolios, the Investment
Sub-Advisory Agreement with Newbold's Asset Management Corp. and the
ratification of Deloitte & Touche LLP as auditors, as described in this
Proxy Statement.
Robert B. Saginaw
Secretary<PAGE>
<PAGE>
PROXY SOLICITED BY THE BOARD OF TRUSTEES OF THE USLICO SERIES FUND ("the
Fund")
FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 1995
Francis A. Podlesney and Robert B. Saginaw, are each appointed proxies
with full power of substitution, to vote on behalf of the undersigned at
the above stated meeting, and any adjournments thereof in respect to the
following matters, and any other business that may properly come before
the meeting. MANAGEMENT RECOMMENDS A VOTE FOR THE ELECTION OF TRUSTEES,
APPROVAL OF THE INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS AND FOR
THE RATIFICATION OF DELOITTE & TOUCHE LLP AS ITS INDEPENDENT AUDITORS.
VOTING INTEREST WILL BE VOTED AS INSTRUCTED, OR FOR IF NO CHOICE IS
INDICATED. PLEASE MARK YOUR PROXY, DATE, SIGN AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE. YOU ARE ENTITLED TO THE FOLLOWING NUMBER OF
VOTES FOR EACH PORTFOLIO:
STOCK MONEY MARKET BOND ASSET ALLOCATION
DATED_______________________________________ 1995
________________________________________________________
SIGNATURE OF OWNER (As name appears on left)
(Please Turn Over)
TO VOTE ALL YOUR VOTES FOR THE ELECTION OF ALL TRUSTEES, THE INVESTMENT
ADVISORY AND SUB-ADVISORY AGREEMENTS AND RATIFICATION OF AUDITORS,
YOU MAY CHECK THIS BOX ___
TO WITHHOLD AUTHORITY FOR ALL OR ANY NOMINEE OR TO VOTE AGAINST OR ABSTAIN ANY
OTHER PROPOSAL, INDIVIDUAL ITEMS MUST BE MARKED.
To instruct the Insurance Company as shareholder of
the USLICO Series Fund to vote for:
1. Richard C. Kaufman, Jeri A. Eckhart, Wayne O.
Jefferson, Jr. and David H. Roe as Trustees of the Fund
____ FOR ____ WITHHOLD AUTHORITY
2. The approval of an Investment Advisory Agreement with
Washington Square Capital, Inc. and with respect to the
Fund's Stock and Asset Allocation Portfolios, an
Investment Sub-Advisory Agreement with Newbold's Asset
Management, Inc.
____ FOR ____ AGAINST ____ ABSTAIN
3. The ratification of Deloitte & Touche LLP as
independent auditors
____ FOR ____ AGAINST ____ ABSTAIN
NOTE: To withhold authority to vote for any nominee,
write the name_________________________________________
