<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-2
The Palladian Trust
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than 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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<PAGE>
FIRST ING LIFE INSURANCE COMPANY OF NEW YORK
THE PALLADIAN TRUST
Dear Certificate Owner:
The Palladian Trust (the "Trust") will hold a special meeting of shareholders in
its offices, 4225 Executive Square, Suite 270, La Jolla, California 92037, on
April 25, 1997 at 10:00 a.m.
The single issue that will be considered at the meeting is the election of three
new Trustees.
You, as the owner of a variable annuity certificate that participates in the
First ING of New York Separate Account A1, are entitled to instruct First ING
Life Insurance Co. of New York how to vote a number of shares of the Capital
Stock of the Trust related to your interest in the separate account as of the
close of business on March 7, 1997.
Please take a few minutes to consider this matter and then exercise your right
to give your instructions by completing, dating, and signing the enclosed voting
instruction form. Included is a self-addressed and postage-paid envelope for
your convenience. IN ORDER TO BE GIVEN EFFECT, YOUR VOTING INSTRUCTIONS MUST BE
RECEIVED NO LATER THAN APRIL 18, 1997.
If you have any questions about these materials, please contact the Customer
Service Center at 1-800-933-5858.
Steve Christopher H. Michael Schwartz
President President
First ING Life Insurance Co. The Palladian Trust
of New York
<PAGE>
THE PALLADIAN TRUST
4225 Executive Square, Suite 270
La Jolla, California 92037
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE TRUST--APRIL 25, 1997
A special meeting of shareholders of The Palladian Trust (the "Trust") will be
held in the offices of the Trust, 4225 Executive Square, Suite 270, La Jolla,
California 92037, on April 25, 1997 at 10:00 a.m. for the following purposes:
1. To elect three new Trustees; and
2. To Transact such other business as may properly come before the
meeting.
By order of the Board of Trustees.
H. Michael Schwartz
Secretary
March 26, 1997
<PAGE>
STATEMENT CONCERNING THE
SPECIAL MEETING OF SHAREHOLDERS OF
THE PALLADIAN TRUST
APRIL 25, 1997
First ING Life Insurance Company of New York ("First ING") and The Board of
Trustees of The Palladian Trust (the "Trust") are hereby soliciting voting
instructions for a special meeting of shareholders of the Trust to be held on
April 24, 1997 at 10:00 a.m. at the Trust's Executive Offices, 4225 Executive
Square, Suite 270, La Jolla, California 92037, and at any and all adjournments
thereof. The approximate date on which this statement and the voting
instruction form will first be sent to certificate owners is March 26, 1997.
At the special meeting the shareholders of the Trust will be asked to elect
three new Trustees.
The record date for determination of the persons to be treated as shareholders
of record for purposes of this annual meeting was March 7, 1997. There are
292,303.492 votes eligible to be cast at the meeting, representing the number of
shares of Capital Stock of the Trust held as of the close of business on March
7, 1997 in the First ING of New York Separate Account A1 (the "Separate
Account") as the result of the sale of variable annuity contracts by First ING,
plus the number of shares of Capital Stock owned by the Trust's Portfolio
Managers, Palladian Advisors, Inc. ("PAI"), and Security Life of Denver
Insurance Company, as described below. The Trust is divided into six
Portfolios. Only five of the Portfolios are currently operational and available
to certificate owners. These Portfolios are: Value Portfolio, Growth Portfolio,
International Growth Portfolio, Global Strategic Income Portfolio, and Global
Interactive/Telecomm Portfolio. Shares of each such Portfolio are held by the
Separate Account in its corresponding subaccounts as follows:
Global
International Global Strategic Interactive/
Value Growth Growth Income Telecomm
----- ------ ------------- ---------------- ------------
34,183.824 15,027.069 10,870.767 6,637.200 10,673.255
The sixth Portfolio, the Balanced Opportunity Portfolio, has not yet commenced
operation and its shares are not yet publicly available.
Each certificate owner issued is entitled to have the number of Trust shares
related to his or her interests in the Separate Account voted in accordance with
his or her instructions. Each full share shall have one vote, and each
fractional share shall have a proportionate fractional vote. Votes of
abstaining shareholders are not counted. The election of Trustees will be
determined by all Portfolios acting in the aggregate. If a certificate owner
submits a properly executed voting instruction form but omits instructions with
respect to the specific item, First ING will vote the appropriate number of
Trust shares as if such certificate owner had given instructions to elect the
nominated Trustees.
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First ING will vote Trust shares held in each subaccount for which it does not
receive properly executed instruction forms in the same proportion as it votes
Trust shares held in that subaccount for which it does receive such forms. In
addition, the Portfolio Managers own shares of Capital Stock as follows:
<TABLE>
<CAPTION>
% of % of
Portfolio Portfolio Manager Shares Portfolio Trust
- --------- ----------------- ------ --------- -----
<S> <C> <C> <C> <C>
Value Portfolio GAMCO Investors, Inc. 52,909.007 60% 30%
One Corporate Center
Rye, New York 10580-1434
Global Strategic Fischer Francis Trees & Watts, Inc. 100,645.291 90% 34%
Income Portfolio 200 Park Avenue, 46th Floor
New York, New York 10166
Global Interactive/ GAMCO Investors, Inc. 50,244.000 81% 17%
Telecomm Portfolio One Corporate Center
Rye, New York 10580-1434
</TABLE>
Each Portfolio Manager has agreed to vote its shares of Capital Stock in the
same proportion as the other Trust shares held in the respective subaccount are
voted.
In connection with the organization of the Trust, PAI (the Trust's overall
investment advisor), Security Life of Denver Insurance Company (an affiliate of
First ING), and Maverick Capital, Ltd. purchased Trust shares. PAI holds the
following shares: Value (1,058.180); Growth (1,000.000); Balanced Opportunity
(1,000.000); International Growth (1,017.754); and Global Interactive/Telecom
(1,004.880). Security Life of Denver holds 5,032.265 shares of the Global
Strategic Income Portfolio. Maverick Capital, Ltd., holds 1,000.000 shares of
the Balanced Opportunity Portfolio. PAI, Security Life of Denver and Maverick
Capital, Ltd., will vote these shares in the same proportion as the Trust shares
held in each respective subaccount are voted.
Voting instructions, in order to be effective, must be received prior to the
close of business on April 19, 1997. Such instructions may be revoked provided
written notice of revocation is received by the Customer Service Center at P.O.
Box 173763, Denver, CO 80217-5858, prior to the close of business on April 19,
1997. This solicitation is being made by mail, but it may also be made by
telephone or personal interview. The cost of this solicitation will be borne by
the Trust.
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ELECTION OF TRUSTEES
The Trust is managed under the direction of the Board of Trustees. When the
Trust commenced operations in February 1996, the Board of Trustees consisted of
five Trustees: Matthew J. Stacom, Thomas N. Dallape, Jeffry R. Haber, Charles
G. Tirelli, and H. Michael Schwartz. Since that time, Dr. Haber resigned and
Mr. Tirelli passed away. In addition, the Board determined to increase the
number of Trustees to six. Accordingly, the Board selected John Tirelli to fill
one vacancy on the Board until a shareholder meeting could be held, and
nominated Corey M. Marcus and Douglas Stuart to fill the two remaining
vacancies. The table below sets forth information about the current Trustees
who will continue to serve, the nominees to serve as Trustees, and the officers
of the Trust.
<TABLE>
<CAPTION>
Principal Occupation
Name Age Position For Last 5 Years
---- --- -------- --------------------
<S> <C> <C> <C>
Corey M. Marcus 35 Nominee for Trustee President, Rose Connection,
September 1991 to present.
Douglas Stuart 37 Nominee for Trustee General Partner, Stuart
Development Ltd., June 1987 to
present.
John Tirelli 40 Nominee for Trustee Currency Broker, Harlow, Meyer,
Savage, Inc.,
May 1985 to present.
Thomas N. Dallape 29 Trustee Commercial Land Broker,
The Hoffman Company,
September 1992 to present;
Commercial Land Broker,
Voit Commercial Brokerage,
July 1990 to August 1992.
Matthew J. Stacom* 78 Trustee and Chairman Vice Chairman, Cushman & Wakefield,
of the Board September 1946 to present;
Chairman, Palladian Advisors, Inc.
December 1992 to present.
</TABLE>
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<TABLE>
<CAPTION>
Principal Occupation
Name Age Position For Last 5 Years
---- --- -------- --------------------
<S> <C> <C> <C>
H. Michael Schwartz* 30 Trustee, President, Vice President, Chief Financial
Treasurer and Officer, Protean Financial
Secretary Companies,
December 1992 to present;
President and Director, Palladian
Advisors, Inc.,
December 1992 to present;
President, Western Capital Financial
Group, Inc.,
April 1994 to present;
Chief Financial Officer, Western
Capital Financial Group, Inc.,
October 1988 to April 1994.
</TABLE>
* Messrs. Stacom and Schwartz, current Trustees, are interested persons of
the Trust, as that term is defined in the Investment Company Act of 1940,
because they are directors and/or officers of Palladian Advisors, Inc.
("PAI"), the investment adviser to the Trust. Certain actions of the Board
of Trustees, including the annual continuance of the management agreement
between the Trust and PAI, must be approved by a majority of Trustees who
are not interested persons of the Trust, PAI or its affiliates. Messrs.
Dallape, Marcus, Stuart and Tirelli are not interested persons of the
Trust, PAI, or its affiliates.
None of the current Trustees or nominees have any beneficial interest in the
Trust.
The Trust has an audit subcommittee, which is composed solely of Trustees who
are not interested persons of the Trust, PAI, or its affiliates. The audit
subcommittee did not meet during 1996.
The Trust pays compensation to Trustees who are not interested persons of the
Trust, PAI, or its affiliates. Trustees who are affiliated with PAI,
specifically Messrs. Stacom and Schwartz, receive no additional compensation
from the Trust for the services they perform for or on behalf of the Trust.
Compensation information for Mr. Dallape, the only current Trustee paid fees by
the Trust in 1996, is set forth on the table below.
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<TABLE>
<CAPTION>
Pension or
Retirement Total 1996
Benefits Estimated Compensation
Aggregate 1995 Accrued As Annual From Trust
Compensation Part of Trust Benefits Upon and Fund
Name From Trust Expenses Retirement Complex*
- ---- ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Thomas N. Dallape $6,000 None None $6,000
</TABLE>
* The Palladian Trust is not part of a "Fund Complex," as that term has been
defined by the Securities and Exchange Commission.
OTHER MATTERS
The management is not currently aware of any other matters that will be
considered at the meeting. However, unless authority is withheld, First ING may
vote properly executed voting instruction forms in accordance with its best
judgment on any other business that properly comes before the meeting.
MEETING PROPOSALS
The Trust must receive a proposal intended to be presented at a meeting of
persons having voting rights a reasonable time before the solicitation of
proxies is made, usually 120 days before the mailing. The Trust does not
ordinarily hold annual meetings. Therefore, the Trust will retain all proposals
received from persons having voting rights, which will then be eligible to be
considered for distribution with the proxy materials for the next called meeting
of such persons.
ADDITIONAL INFORMATION
The Trust will furnish to any certificate owner, upon request and without
charge, a copy of the Trust's most recent annual report to shareholders. Please
contact H. Michael Schwartz, The Palladian Trust, 4225 Executive Square, Suite
270, La Jolla, California 92037, or call (800) 423-4891, ext. 605.
PAI serves as the Trust's overall investment advisor. Its principal place of
business is 4225 Executive Square, Suite 270, La Jolla, California 92037.
Tremont Partners, Inc., has been retained as Portfolio Advisor. Tremont
Partners' principal place of business is One Corporate Center at Rye, 555
Theodore Fremd Avenue, Rye, New York, 10580, In addition, the Trust retains a
Portfolio Manager for each Portfolio of the Trust. The names and addresses of
the Portfolio Managers for the Value, Global Strategic Income and Global
Interactive/Telecomm Portfolios are listed above.
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Stonehill Capital Management, Inc., 277 Park Avenue, New York, New York, 10172,
serves as Portfolio Manager for the Growth Portfolio. Bee & Associates
Incorporated, 370 17th Street, Suite 5150, Denver Colorado, 80202, serves as
Portfolio Manager for the International Growth Portfolio. Western Capital
Financial Group, Inc., 4225 Executive Square, Suite 325, La Jolla, California
92037, serves as the principal underwriter of the shares of the Portfolios.
<PAGE>
Voting Instruction Form
For The Special Meeting Of Shareholders Of The Palladian Trust
Certificate No:
Dear Certificate Owner:
First ING Life Insurance Co. of New York ("First ING") and The Board of Trustees
of The Palladian Trust (the "Trust") solicit your voting instructions and
RECOMMEND A VOTE OF "FOR" the election of each of the nominees listed below to
serve as Trustees of the Trust. First ING will vote the appropriate number of
Trust shares pursuant to the instructions given. If no choice is made, First
ING will vote "FOR". With respect to any other business that may properly come
before the meeting, First ING will vote in accordance with its best judgment.
First ING -- for the purpose of voting on the item in the agenda set forth in
the Notice and Statement Concerning the Special Meeting of Shareholders of The
Palladian Trust at such special meeting to be held on April 25, 1997 or at any
adjournment thereof -- is hereby instructed to vote the Trust shares as to which
I am entitled to give instructions as follows:
FOR REJECT ABSTAIN
To elect the following persons
to serve as Trustees of the Trust
Corey M. Marcus / / / / / /
Douglas Stuart / / / / / /
John Tirelli / / / / / /
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PLEASE MARK THE CHOICE LIKE THIS: /X/
Each certificate owner should
sign as his/her name appears
SIGNATURE __________________ DATE __________ on the top of this form; if a
certificate is jointly owned,
SIGNATURE __________________ DATE __________ each owner should sign; if a
certificate is held in a
fiduciary capacity, the
fiduciary should sign and
indicate his/her fiduciary
capacity.
Please return this letter in the enclosed self-addressed envelope to our
Customer Service Center.
