SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Select Advisors Trust A and Select Advisors Trust C
....................................................................
(Name of Registrant/s as Specified In Its Charter)
....................................................................
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
................................................................
2) Aggregate number of securities to which transaction applies:
................................................................
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
................................................................
4) Proposed maximum aggregate value of transaction:
................................................................
5) Total fee paid:
................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
............................................
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
............................................
4) Date Filed:
............................................
TOUCHSTONE BALANCED FUND A
(a series of Select Advisors Trust A)
and
TOUCHSTONE BALANCED FUND C
(a series of Select Advisors Trust C)
311 Pike Street
Cincinnati, Ohio 45202
NOTICE OF SPECIAL MEETING
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of Touchstone Balanced Fund A ("Fund A"), a separate series of
Select Advisors Trust A ("Trust A" or a "Trust"), and Shareholders of Touchstone
Balanced Fund C ("Fund C"), a separate series of Select Advisors Trust C ("Trust
C" or a "Trust"), will be held on April 23, 1997, at 10:00 a.m., Eastern
Daylight Time, at the offices of the Trusts, 311 Pike Street, Cincinnati, Ohio
45202. At the Meeting, Shareholders of Fund A and Shareholders of Fund C will
each be asked to consider and vote upon the following:
1. To approve or disapprove: (a) a new portfolio advisory
agreement between Touchstone Advisors, Inc. (the "Advisor") and
OpCap Advisors ("OpCap"), pursuant to which agreement OpCap will
act as portfolio advisor (i.e., subadvisor) with respect to the
assets of the Balanced Portfolio (the "Portfolio") of Select
Advisors Portfolios, as described in the attached Proxy Statement
(all of the investable assets of Fund A and Fund C are invested
in the Portfolio); and (b) an amendment to the existing
investment advisory agreement between Select Advisors Portfolios
(on behalf of the Portfolio) and the Advisor, pursuant to which
agreement the Advisor acts as investment advisor to the
Portfolio, as described in the attached Proxy Statement.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Shareholders of record at the close of business on March 14, 1997, are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so
that a quorum will be present and a maximum number of shares may be voted. If
you are present at the Meeting, you may change your vote, if desired, at that
time.
By Order of the Board of Trustees of each Trust
Susan C. Mosher
Secretary
Cincinnati, Ohio
March __, 1997
TOUCHSTONE BALANCED FUND A
(a series of Select Advisors Trust A)
and
TOUCHSTONE BALANCED FUND C
(a series of Select Advisors Trust C)
311 Pike Street
Cincinnati, Ohio 45202
PROXY STATEMENT
This Proxy Statement is furnished by Select Advisors Trust A ("Trust A"
or a "Trust") to the shareholders of its Touchstone Balanced Fund A
(respectively, "Fund A Shareholders" and "Fund A"), and by Select Advisors Trust
C ("Trust C" or a "Trust") to the shareholders of its Touchstone Balanced Fund C
(respectively, "Fund C Shareholders" and "Fund C"), on behalf of each Trust's
Board of Trustees. This Proxy Statement is being provided to you in connection
with each Trust's solicitation of the accompanying proxy, to be voted at a
Special Meeting of Shareholders of Fund A and Shareholders of Fund C (the
"Meeting") to be held on April 23, 1997, at 10:00 a.m., Eastern Daylight Time,
at the offices of the Trusts, 311 Pike Street, Cincinnati, Ohio 45202, for the
purposes set forth below and in the accompanying Notice of Special Meeting. This
Proxy Statement is being mailed to Fund A Shareholders and Fund C Shareholders
(collectively, the "Shareholders") on or about ________, 1997.
At the Meeting, Shareholders will be asked to consider and vote upon
the following:
1. To approve or disapprove: (a) a new portfolio advisory
agreement between Touchstone Advisors, Inc. (the "Advisor") and
OpCap Advisors ("OpCap"), pursuant to which agreement OpCap will
act as portfolio advisor (i.e., subadvisor) with respect to the
assets of the Balanced Portfolio (the "Portfolio") of Select
Advisors Portfolios, as described in this Proxy Statement (all of
the investable assets of Fund A and Fund C are invested in the
Portfolio); and (b) an amendment to the existing investment
advisory agreement between Select Advisors Portfolios (on behalf
of the Portfolio) and the Advisor, pursuant to which agreement
the Advisor acts as investment advisor to the Portfolio, as
described in this Proxy Statement.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
The approval of the new investment advisory agreement with OpCap and the
amendment to the existing investment advisory agreement with the Advisor are
dependent upon each other and are being submitted to the Shareholders as one
proposal.
Fund A is a separate series of Trust A and Fund C is a separate series
of Trust C. Trust A and Trust C are each a Massachusetts business trust. Fund A
and Fund C (each a "Fund" and collectively the "Funds") each seeks to achieve
its investment objective by investing all of its investable assets in the
Portfolio. The Portfolio is a separate series of the Select Advisors Portfolios,
a New York master trust registered as an open-end diversified management
investment company (the "Portfolio Trust"). The Advisor serves as the Portfolio
Trust's investment advisor and each Trust's sponsor. The address of the Advisor
is 311 Pike Street, Cincinnati, Ohio 45202. The Advisor, in its capacity as the
Portfolio Trust's
investment advisor, has engaged a number of portfolio advisors (i.e.,
subadvisors) to manage the separate portfolios of the Portfolio Trust. Harbor
Capital Management Company, Inc. ("Harbor") and Morgan Grenfell Capital
Management, Inc. ("Morgan Grenfell") are the two portfolio advisors currently
engaged to manage investments of the Portfolio. The services provided to the
Portfolio by Harbor and Morgan Grenfell will be terminated upon appointment of a
new portfolio advisor. Touchstone Securities, Inc. serves as each Fund's
principal underwriter and its address is 311 Pike Street, Cincinnati, Ohio
45202. Investors Bank & Trust Company ("Investors Bank") provides
administrative, custodial and fund accounting services for each Trust and the
Portfolio Trust and serves as transfer agent for the Portfolio Trust. The
address of Investors Bank is 89 South Street, Boston, Massachusetts 02111.
Shareholders are being asked to vote on the proposal described in this
Proxy Statement because the Portfolio Trust, on behalf of the Portfolio, has
requested that Portfolio investors (which include only the Funds) vote on such
matters. With respect to the proposal, the entire interest that each Fund holds
in the Portfolio will be voted in direct proportion to the votes cast by
Shareholders of that Fund for and against such proposal at the Meeting. Shares
not voted will, therefore, not affect the outcome at the Portfolio level. As of
the close of business on March 14, 1997, there were _______ shares of Fund A
outstanding and _______ shares of Fund C outstanding.
The persons named in the accompanying proxy will vote as directed by
the proxy, but in the absence of voting directions in any proxy that is signed
and returned, they intend to vote FOR the proposal and may vote in their
discretion with respect to other matters not now known to either Trust's Board
of Trustees that may be presented at the Meeting.
A Shareholder may revoke the accompanying proxy at any time prior to
its use by filing with the Secretary of the respective Trust a written
revocation or duly executed proxy bearing a later date. The proxy will not be
voted if the Shareholder is present at the Meeting and elects to vote in person.
Attendance at the Meeting alone will not serve to revoke the proxy.
The principal solicitation of proxies will be by mail, but they may be
solicited by telephone, telegraph and personal contact by Trustees, officers and
regular employees of the respective Trust. All costs associated with the
preparation, filing and distribution of this Proxy Statement, the solicitation
and the Meeting will be borne by the Advisor and not by Fund A or Fund C, the
Trusts, the Portfolio or OpCap.
PROPOSAL TO APPROVE NEW PORTFOLIO ADVISORY AGREEMENT AND
AMENDMENT TO EXISTING INVESTMENT ADVISORY AGREEMENT
PORTFOLIO ADVISORY AGREEMENT BETWEEN THE ADVISOR AND OPCAP
BACKGROUND
As discussed in each Trust's Prospectus, each Fund is a Spoke(sm) fund
within a type of two-tier, master/feeder mutual fund structure, referred to as a
Hub and
2
Spoke(R) structure.1 A fund Hub and Spoke structure, unlike other mutual funds
which directly acquire and manage their own portfolio of securities, seeks to
achieve its investment objective by investing all of its investable assets in a
related portfolio. As spokes in a Hub and Spoke structure, each of Fund A and
Fund C seeks to achieve its investment objective by investing all of its
investable assets in the Portfolio.
At the Meeting, Shareholders are being asked to approve a new portfolio
advisory agreement for the Portfolio (the "New Portfolio Advisory Agreement")
between the Advisor and OpCap. Except for the fee arrangement, and the addition
of provisions regarding OpCap's expected use of an affiliated broker-dealer to
execute transactions on behalf of the Portfolio (the "affiliated brokerage
provisions"), the New Portfolio Advisory Agreement is identical in all
substantive respects to the portfolio advisory agreement dated September 9,
1994, in effect between the Advisor and Harbor (the "Harbor Agreement"). Except
for the fee arrangement, the affiliated brokerage provisions and the other
differences noted under "New Portfolio Advisory Agreement" below, the New
Portfolio Advisory Agreement is also identical in all substantive respects to
the portfolio advisory agreement, dated September 9, 1994, in effect between the
Advisor and Morgan Grenfell (the "Morgan Grenfell Agreement"). (The Harbor
Agreement and the Morgan Grenfell Agreement are collectively referred to herein
as the "Existing Portfolio Advisory Agreements".) A copy of the New Portfolio
Advisory Agreement is set forth in Exhibit A to this Proxy Statement.
Under the investment advisory agreement between the Portfolio Trust (on
behalf of the Portfolio) and the Advisor, the Advisor at its expense may select,
subject to the review and approval of the Portfolio Trust's Board of Trustees, a
portfolio advisor or portfolio advisors to manage the investments of the
Portfolio. The Portfolio Trust's Board of Trustees has selected OpCap as
portfolio advisor to the Portfolio and has approved the New Portfolio Advisory
Agreement, subject to approval by the investors in the Portfolio, to become
effective on May 1, 1997. For information regarding OpCap that the Board of
Trustees considered in making this selection, see "Information about OpCap."
Approval of the New Portfolio Advisory Agreement would not result in
any increase in advisory fees paid by either Fund because the Advisor will pay
OpCap's portfolio advisory fee. However, approval of the amendment to the
existing investment advisory agreement would result in an increase in the fees
payable by the Portfolio Trust on behalf of the Portfolio (of which the Funds
are the sole shareholders) to the Advisor, in part to offset any increased
advisory fees being paid by the Advisor to OpCap. Thus, approval of the proposal
could result in an increase in fees paid by each Fund if (1) an "expense cap" on
each Fund's expenses (described below and currently in effect through March 31,
1998) is removed or (2) if the Fund's aggregate operating expenses are less than
the expense cap for a given fiscal year.
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1
Hub and Spoke(R) is a registered service mark of Signature Financial
Group, Inc. ("Signature"). The terms "Hub(sm)" and "Spoke(sm)" are
service marks of Signature.
3
The affiliated brokerage provisions in the New Portfolio Advisory
Agreement permit OpCap to place brokerage transactions with Oppenheimer Co.,
Inc. ("Opco"), an affiliate of OpCap. However, the New Portfolio Advisory
Agreement provides that OpCap may effect securities transactions for the
Portfolio only if (1) the commissions, fees or other remuneration received or to
be received by it are reasonable and fair compared to the commissions, fees or
other remuneration received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time and (2) the Trustees of
each Trust, including a majority of those Trustees who are not interested
persons of the respective Trust, have adopted procedures pursuant to Rule 17e-1
under the Investment Company Act of 1940 (the "1940 Act") for determining the
permissible level of such commissions. Each Board of Trustees has previously
adopted such procedures. Therefore, OpCap's expected use of Opco to execute
transactions on behalf of the Portfolio should not result in an increase in
brokerage commissions paid by the Portfolio.
EXISTING PORTFOLIO ADVISORY AGREEMENTS
Harbor and Morgan Grenfell each serves as a portfolio advisor for a
portion (65.8% and 34.2%, respectively, as of December 31, 1996) of the assets
of the Portfolio under the Existing Portfolio Advisory Agreements. Harbor
manages the equity portion of the Portfolio while Morgan Grenfell manages the
fixed income portion. The Existing Portfolio Advisory Agreements were approved
by the shareholders in each Fund on ___________, 199_ and were last approved by
each Trust's Trustees, including the Trustees who were not "interested persons",
on December 19, 1996.
Under the Harbor Agreement, Harbor is entitled to receive from the
Advisor a fee for its services equal to the following percentages of the average
daily net assets of the Portfolio managed by Harbor: 0.50% of the first $75
million, 0.40% of the next $75 million, and 0.30% thereafter. Under the Morgan
Grenfell Agreement, Morgan Grenfell is entitled to receive from the Advisor a
fee for its services equal to the following percentages of the average daily net
assets of the Portfolio managed by Morgan Grenfell: 0.35% of the first $40
million and 0.30% thereafter. At December 31, 1996, net assets of the Portfolio
under Harbor's management and Morgan Grenfell's management were $2,650,700 and
$1,379,092, respectively. For the fiscal year ended December 31, 1996, the
Portfolio paid fees of $10,924 and $4,387 to Harbor and Morgan Grenfell,
respectively.
NEW PORTFOLIO ADVISORY AGREEMENT
The New Portfolio Advisory Agreement was approved (subject to approval
by the Shareholders) by each Trust's Trustees, including the Trustees who were
not "interested persons", on February 14, 1997. The terms of the New Portfolio
Advisory Agreement are substantially identical to the terms of the Harbor
Agreement, except for the fee arrangement and the affiliated brokerage
provisions. The terms of the New Portfolio Advisory Agreement are also
substantially identical to the Morgan Grenfell Agreement, except as follows: (1)
Each agreement has a different fee arrangement. (2) The New Portfolio Advisory
Agreement contains the affiliated brokerage provisions. (3) The Morgan Grenfell
Agreement provides that the Advisor will indemnify the Portfolio Advisor under
certain circumstances, while the New Portfolio Advisory Agreement has no
indemnification clause. (4) The New Portfolio Advisory Agreement states that the
Portfolio Advisor may pay a broker or
4
dealer who provides research services to the Portfolio a commission for
effecting a portfolio transaction higher than the commission another broker or
dealer would have charged if, in addition to the satisfaction of other
conditions, the Portfolio derives or will derive a significant benefit from such
research services (a "significant benefit clause"). The Morgan Grenfell
Agreement does not contain a significant benefit clause. The description of the
New Portfolio Advisory Agreement set forth in this Proxy Statement is qualified
in its entirety by reference to Exhibit A.
Under the New Portfolio Advisory Agreement, the Portfolio Advisor will
manage the investment and reinvestment of both the fixed income and equity
assets of the Portfolio, subject to and in accordance with the investment
objectives, policies and restrictions of the Portfolio and any directions which
the Advisor or the Portfolio Trust's Board of Trustees may give from time to
time with respect to the Portfolio. In this regard, the Portfolio Advisor will
make all determinations with respect to the investment of the Portfolio's assets
and the purchase and sale of portfolio securities. In addition, the Portfolio
Advisor will determine the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the Portfolio's securities
will be exercised. The Portfolio Advisor will render regular reports to the
Portfolio Trust's Board of Trustees, to the Advisor and to any advisor(s) that
the Advisor engages to assist it in evaluating the Portfolio Advisor's
performance and activities.
The New Portfolio Advisory Agreement states that the Portfolio
Advisor's primary objective when placing orders with brokers and dealers will be
to obtain the most favorable price and execution available for the Portfolio. In
placing such orders the Portfolio Advisor may consider a number of factors,
including, without limitation, the overall direct net economic result to the
Portfolio (including commissions, which may not be the lowest available but
ordinarily should not be higher than the generally prevailing competitive
range), the financial strength and stability of the broker, the efficiency with
which the transaction will be effected, the ability to effect the transaction at
all where a large block is involved, and the availability of the broker or
dealer to stand ready to execute possibly difficult transactions in the future.
The Portfolio Advisor is specifically authorized, to the extent authorized by
law, to pay a broker or dealer who provides research services to the Portfolio
Advisor an amount of commission for effecting a portfolio transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting such transaction, in recognition of such additional research services
rendered by the broker or dealer. However, such payment is permissible only if
the Portfolio Advisor determines in good faith that the excess commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer and that the Portfolio derives or will derive
a reasonably significant benefit from such research services.
The New Portfolio Advisory Agreement will continue in effect until May
1, 1998, and it will continue thereafter provided that such continuance is
specifically approved by the Advisor and the Portfolio Advisor and, in addition,
at least annually by (1) the vote of the holders of a majority of the
outstanding voting securities of the Portfolio or by vote of a majority of the
Portfolio Trust's Board of Trustees and (2) by the vote of a majority of the
Trustees of the Portfolio Trust who are not parties to the New Portfolio
Advisory Agreement or
5
interested persons of either the Advisor or the Portfolio Advisor, cast in
person at a meeting called for the purpose of voting on such approval.
The New Portfolio Advisory Agreement may be terminated at any time,
without payment of any penalty, (1) by the Advisor, by the Portfolio Trust's
Board of Trustees or by a vote of the majority of the outstanding voting
securities of the Portfolio, in any such case upon at least 60 days' prior
written notice to the Portfolio Advisor, and (2) by the Portfolio Advisor upon
at least 60 days' prior written notice to the Advisor and the Portfolio Trust.
The New Portfolio Advisory Agreement terminates automatically in the event of
its assignment.
The New Portfolio Advisory Agreement provides that, absent willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations or duties under the New Portfolio Advisory Agreement on the part of
the Portfolio Advisor, the Portfolio Advisor will not be subject to liability to
the Advisor, the Portfolio Trust or to any holder of an interest in the
Portfolio for any act or omission in the course of, or connected with, rendering
services under the New Portfolio Advisory Agreement or for any losses that may
be sustained in the purchase, holding or sale of any security.
The Advisor pays the fees earned by the Portfolio Advisor with respect
to its management of the Portfolio's assets. As compensation for its services,
the Portfolio Advisor will be paid a monthly fee equal on an annual basis to
0.60% of the first $20 million of average daily net assets of the Combined
Portfolios (as hereinafter defined), 0.50% of the next $30 million of average
daily net assets of the Combined Portfolios, and 0.40% thereafter. "Combined
Portfolios" means the combined assets of the Portfolio and the Balanced
Portfolio of the Select Advisors Variable Insurance Trust, for which portfolio
the Portfolio Advisor will also act as investment advisor.
INFORMATION ABOUT OPCAP
OpCap is a majority-owned subsidiary of Oppenheimer Capital, a
registered investment adviser with approximately $50.6 billion in assets under
management on January 31, 1997. Oppenheimer Financial Corp. ("Opfin"), a holding
company, is a 1.0% general partner of OpCap. Opfin also holds a one-third
managing general partner interest in Oppenheimer Capital, and Oppenheimer
Capital, L.P., a Delaware limited partnership whose units are traded on the New
York Stock Exchange and of which Opfin is the sole 1.0% general partner, owns
the remaining two-thirds interest.
On February 13, 1997, PIMCO Advisors L.P. ("PIMCO Advisors"), a
registered investment adviser with approximately $110 billion in assets under
management through various subsidiaries, signed an Agreement and Plan of Merger
with Oppenheimer Group, Inc. ("OGI") and its subsidiary Opfin pursuant to which
PIMCO Advisors and its affiliate, Thomson Advisory Group Inc. ("TAG"), will
acquire the one-third managing general partner interest in Oppenheimer Capital,
its 1.0% general partnership interest in OpCap, and its 1.0% general partner
interest in Oppenheimer Capital L.P. (the "Transaction") and OGI will be merged
with and into TAG. The aggregate purchase price is approximately $265 million in
convertible preferred stock of TAG and assumption of certain indebtedness. The
amount of TAG preferred stock comprising the purchase price is subject to
reduction in certain
6
circumstances. The Transaction is subject to certain conditions being satisfied
prior to closing, including consents from certain lenders, approvals from
regulatory authorities, including a favorable tax ruling from the Internal
Revenue Service, and consents of certain clients, which are expected to take up
to six months to obtain. If the Transaction is consummated, it will involve a
change in control of Oppenheimer Capital and its subsidiary OpCap.
The principal business address of OpCap, Oppenheimer Capital and their
affiliates is Oppenheimer Tower, 200 Liberty Street, One World Financial Center,
New York, New York 10281. The principal business address of OpCap would not
change following the Transaction. Joseph La Motta is Chairman of Oppenheimer
Capital and OpCap. George Long is President of Oppenheimer Capital and Bernard
H. Garil is President of OpCap.
EFFECTS OF THE TRANSACTION
Upon consummation of the Transaction, Oppenheimer Capital and OpCap
will be controlled by PIMCO Advisors. PIMCO Advisors has advised OGI that it
anticipates that the senior portfolio management team of Oppenheimer Capital
will continue in their present capacities; that the eligibility of OpCap to
serve as an investment adviser or subadviser will not be affected by the
Transaction; and that Oppenheimer Capital and OpCap will be able to continue to
provide advisory and management services with no material changes in operating
conditions. PIMCO has further advised OGI that it currently anticipates that the
Transaction will not affect the ability of Oppenheimer Capital and OpCap to
fulfill their obligations under their investment advisory or subadvisory
agreements.
EFFECTS OF TRANSACTION ON NEW PORTFOLIO ADVISORY AGREEMENT
As required by the 1940 Act, the New Portfolio Advisory Agreement
provides for its automatic termination upon its "assignment." The 1940 Act
defines "assignment" to include any direct or indirect transfer of a controlling
block of the assignor's outstanding voting securities by a security holder of
the assignor. If the Transaction is consummated, it will give rise to an
"assignment" of the New Portfolio Advisory Agreeement and thus its termination.
If the Transaction is consummated and the New Portfolio Advisory
Agreement is terminated as a result, the Advisor and OpCap intend to enter into
an amendment (the "Transaction Amendment") to the New Portfolio Advisory
Agreement. The Transaction Amendment will not change any of the terms of the New
Portfolio Advisory Agreement, except for the effective and termination dates.
The Transaction Amendment will be submitted for approval to each
Trust's Board of Trustees, including the Trustees who are not "interested
persons." The Transaction Amendment must also be approved by the vote of a
"majority of the outstanding voting securities" (as defined under "Required Vote
and Trustees' Recommendation" below) of each Fund. To avoid the expense of
another proxy solicitation and meeting of each Fund's Shareholders, the vote of
the Shareholders of each Fund on the New Portfolio Advisory Agreement will be
deemed to be a vote on the Transaction Amendment. Thus, upon consummation of the
Transaction and approval of the Transaction Amendment by each Trust's Board of
Trustees, the Transaction Amendment will become effective without any additional
vote of the Shareholders.
7
INFORMATION CONCERNING PIMCO
PIMCO Advisors, with approximately $110 billion in assets under
management as of December 31, 1996, is one of the largest publicly traded money
management firms in the United States. PIMCO Advisors' address is 800 Newport
Center Drive, Suite 100, Newport Beach, California 92660.
PIMCO Partners, G.P. ("PIMCO GP") owns approximately 42.83% and 66.37%,
respectively (and will at the closing of the Transaction own a majority of the
voting stock of TAG which owns approximately 14.94% and 25.06%, respectively),
of the total outstanding Class A and Class B units of limited partnership
interest ("Units") of PIMCO Advisors and is PIMCO Advisors' sole general
partner. PIMCO GP is a California general partnership with two general partners.
The first of these is an indirect wholly-owned subsidiary of Pacific Mutual Life
Insurance Company ("Pacific Mutual").
PIMCO Partners L.L.C. ("PPLLC"), a California limited liability
company, is the second, and managing, general partner of PIMCO GP. PPLLC's
members are the Managing Directors (the "PIMCO Managers") of Pacific Investment
Management Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership").
The PIMCO Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy,
William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L. Hague,
William S. Thompson Jr., William C. Powers, David H. Edington, Benjamin Trosky,
William R. Benz, II and Lee R. Thomas, III.
PIMCO Advisors is governed by an Operating Board and an Equity Board.
Governance matters are allocated generally to the Operating Board and the
Operating Board delegates to the Operating Committee the authority to manage
day-to-day operations of PIMCO Advisors. The Operating Board is composed of
twelve members, including the chief executive officer of the PIMCO
Subpartnership as Chairman and six PIMCO Managers designated by the PIMCO
Subpartnership.
The authority of PIMCO Advisors' Operating Board and Operating
Committee to take certain specified actions is subject to the approval of PIMCO
Advisors' Equity Board. Equity Board approval is required for certain major
transactions (e.g., issuance of additional PIMCO Advisors' Units and appointment
of PIMCO Advisors' chief executive officer). In addition, the Equity Board has
jurisdiction over matters such as actions which would have a material effect
upon PIMCO Advisors' business taken as a whole and (after an appeal from an
Operating Board decision) matters likely to have a material adverse economic
effect on any subpartnership of PIMCO Advisors. The Equity Board is composed of
twelve members, including the chief executive officer of PIMCO Advisors, three
members designated by a subsidiary of Pacific Mutual, the chairman of the
Operating Board and two members designated by PPLLC.
Because of its power to appoint (directly or indirectly) seven of the
twelve members of the Operating Board as described above, the PIMCO
Subpartnership may be deemed to control PIMCO Advisors. Because of the direct or
indirect power to appoint 25% of the members of the Equity Board, (i) Pacific
Mutual and (ii) the PIMCO Managers and/or the PIMCO Subpartnership may each be
deemed, under applicable provisions of the 1940 Act, to control PIMCO Advisors.
Pacific Mutual, PIMCO Subpartnership and the PIMCO Managers disclaim such
control.
8
PIMCO Advisors, OpCap, OGI and Oppenheimer Capital have agreed to
comply and use all commercially reasonable efforts to cause compliance with the
provisions of Section 15(f) of the 1940 Act. Section 15(f) provides, in
pertinent part, that an investment adviser and its affiliates may receive any
amount or benefit in connection with a sale of an interest in such investment
adviser which results in an assignment of an investment advisory contract if (1)
for a period of three years after the time of such event, 75% of the members of
the Board of Trustees or Directors of the investment company which it advises
are not "interested persons" (as defined in the 1940 Act) of the new or old
investment adviser, and (2) during the two-year period after the date on which
the transaction occurs, there is no "unfair burden" imposed on the investment
company as a result of the transaction. For this purpose, "unfair burden" is
defined to include any arrangement during the two-year period after the
transaction whereby the investment adviser or predecessor or successor
investment advisers, or any interested person of any such adviser, receives or
is entitled to receive any compensation directly or indirectly (i) from any
person in connection with the purchase or sale of securities or other property
to, from, or on behalf of the investment company other than bona fide ordinary
compensation as principal underwriter for such company, or (ii) from the
investment company or its security holders for other than bona fide investment
advisory or other services. No compensation arrangements of the types described
above are contemplated in the Transaction. Neither Trust's Board of Trustees
presently includes any "interested persons" of OpCap or PIMCO and neither
Trust's Board of Trustees will include any such "interested persons" for the
three-year period after the consummation of the Transaction.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF OPCAP
OpCap's principal executive officers and directors are shown below.
Principal Occupation
Name and Address* (all positions are with Oppenheimer)
----------------- ------------------------------------
--------------------
* The address of the officers and directors of OpCap is Oppenheimer
Tower, One World Financial Center, New York, NY 10281.
[Each of ______________________ owns more than 10% of the outstanding
voting securities of OpCap.]
Alan Gutmann is primarily responsible for the day-to-day investment
management of the equity portion of the Portfolio and Matthew Greenwald is
primarily responsible for the day-to-day investment management of the
fixed-income portion of the Portfolio. Mr. Gutmann joined Oppenheimer in 1991
and is Vice President. Mr. Greenwald joined Oppenheimer in 1989 and is a Vice
President. Both OpCap's and Oppenheimer's principal executive offices are
located at Oppenheimer Tower, One World Financial Center, New York, NY 10281.
Please refer to Exhibit B to this Proxy Statement, which identifies all
investment companies which have investment objectives similar to those of the
Portfolio and the Funds and for which OpCap acts as investment sub-advisor or
9
advisor. Exhibit B also provides the fees charged such investment companies by
OpCap, and the size of each such investment company. [Certain advisory
agreements for investment companies to which OpCap is a party require or permit
OpCap to reduce or waive its fees under certain circumstances.]
TRUSTEES' CONSIDERATION
The Board of Trustees of each Trust believes that the terms of the New
Portfolio Advisory Agreement are fair to, and in the best interest of, the
Portfolio, the Portfolio Trust, Trust A and Trust C and the Shareholders of Fund
A and Fund C. Each Trust's Board of Trustees, including the non-interested
Trustees of each Trust voting separately, recommends approval by the
Shareholders of the New Portfolio Advisory Agreement between OpCap and the
Advisor. In making this recommendation, the Trustees considered the efficiency
of having only one portfolio advisor manage both the equity and fixed income
components of the Portfolio, rather than the existing two. [The Trustees also
noted that, regardless of the selection of OpCap, Morgan Grenfell, as one of the
two existing portfolio advisors, had already indicated that it would be
terminating its portfolio advisory relationship with the Portfolio because of
insufficient profit margins from its management services to the Portfolio. The
Trustees considered the Advisor's concerns about the effectiveness of Harbor's
management of the equity portion of the Portfolio.] The Trustees then reviewed
the nature and quality of the proposed services to be provided by OpCap to the
Portfolio, OpCap's past performance record with respect to balanced accounts,
the scope of OpCap's portfolio management activities, OpCap's investment
philosophy and process, and the quality of OpCap's capabilities generally. The
Trustees also examined the background and experience of the various officers and
managers of Oppenheimer Capital, especially those who would have direct
involvement in the Portfolio's management. Fees charged by entities providing
services comparable to those of OpCap were also considered.
After a comprehensive review of the matter, the Board of Trustees of
each Trust concluded that the Portfolio should receive investment advisory
services under the New Portfolio Advisory Agreement equal or superior to those
it currently receives under the Existing Portfolio Advisory Agreements.
AMENDMENT TO EXISTING INVESTMENT ADVISORY AGREEMENT
BACKGROUND
At the Meeting, Shareholders are being asked to approve an amendment
(the "Amendment") to the investment advisory agreement (the "Investment Advisory
Agreement"), dated September 9, 1994, between the Portfolio Trust, on behalf of
the Portfolio, and the Advisor. The Amendment makes no change to the Investment
Advisory Agreement except to increase the fee paid to the Advisor by the
Portfolio Trust, on behalf of the Portfolio. Since Fund A and Fund C are the
sole shareholders of the Portfolio, the Funds and ultimately Shareholders of the
Funds would bear the expense of the increased fee. However, a "cap" has been
placed on each Fund's expenses by the Advisor (currently effective through March
31, 1998). Unless the expense cap is removed or unless a Fund's aggregate
operating expenses are less than the expense cap for a given fiscal year, the
impact of the proposed increase in advisory fees is eliminated with respect to a
Fund's shareholders. (See
10
footnote 1 set forth in "The Amendment" below for further information regarding
the expense cap.) A copy of the Investment Advisory Agreement and the Amendment
is set forth in Exhibit C to this Proxy Statement.
THE INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement was submitted to the Shareholders of
each Fund on __________, and was last approved by each Trust's Board of
Trustees, including the Trustees who were not "interested persons", on December
19, 1996. Under the Investment Advisory Agreement, the Advisor manages the
investment and reinvestment of the Portfolio's assets. In fulfilling this
obligation, the Advisor may engage separate portfolio advisors, such as OpCap,
to make all determinations with respect to the investment of the Portfolio's
assets, and to effect the purchase and sale of portfolio securities. The
Investment Advisory Agreement provides that services by a portfolio advisor will
also include determining the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the portfolio securities
will be exercised. Under the Investment Advisory Agreement, the Advisor causes
each portfolio advisor to render regular reports to the Portfolio Trust's Board
of Trustees.
The Investment Advisory Agreement continues in effect until __________,
and it will continue thereafter provided that such continuance is specifically
approved by the Portfolio Trust and the Advisor and, in addition, at least
annually by (1) the vote of holders of a majority of the outstanding voting
securities of the Portfolio or by vote of a majority of the Portfolio Trust's
Board of Trustees, and (2) by the vote of a majority of the Trustees of the
Portfolio Trust who are not parties to the Investment Advisory Agreement or
interested persons of the Advisor, cast in person at a meeting called for the
purpose of voting on such approval.
The Investment Advisory Agreement may be terminated at any time, with
respect to the Portfolio, without payment of any penalty, (1) by the Portfolio
Trust's Board of Trustees or by a vote of the majority of the outstanding voting
securities of the Portfolio upon 60 days' prior written notice to the Advisor
and (2) by the Advisor upon 60 days' prior written notice to the Portfolio
Trust.
The Investment Advisory Agreement provides that, absent willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties under the Investment Advisory Agreement on the part of the Advisor,
the Advisor will not be subject to liability to the Portfolio Trust or to any
holder of an interest in the Portfolio for any act or omission in the course of,
or connected with, rendering services under the Investment Advisory Agreement or
for any losses that may be sustained in the purchase, holding or sale of any
security. Under certain circumstances, the Portfolio Trust will indemnify the
Advisor against losses, claims, damages, liabilities or expenses resulting from
acts or omissions of the Portfolio Trust.
The Investment Advisory Agreement states that the Portfolio Trust pays
to the Advisor, as compensation for its services as investment advisor, a fee
that is equal on an annual basis to 0.70% of the average daily net assets of the
Portfolio.
11
THE AMENDMENT
The Amendment was approved by each Trust's Board of Trustees, including
the Trustees who were not "interested persons," on February 14, 1997. The
Amendment proposes only to increase the fee paid by the Portfolio Trust, on
behalf of the Portfolio, to the Advisor. If adopted, the Amendment would
increase the fee on an annual basis from 0.70% of average daily net assets of
the Portfolio to 0.80% of average daily net assets of the Portfolio. The
Amendment would not change the Investment Advisory Agreement in any other
respect.
--------------------------
For the fiscal year ended December 31, 1996, the following table
provides (1) the aggregate operating expenses of Fund A and the Portfolio, and
(2) the aggregate operating expenses of Fund C and the Portfolio, each expressed
as a percentage of average daily net assets of the relevant Fund. The table
considers both the current advisory fee paid to the Advisor and the proposed
increased advisory fee.
<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES
FUND A FUND C
------ ------
CURRENT FEES PROPOSED FEES CURRENT FEES PROPOSED FEES
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Advisors Fee 0.70% 0.80% 0.70% 0.80%
Rule 12b-1 Fees 0.25% 0.25% 1.00% 1.00%
Other Expenses(1)
(after waiver and
reimbursement) 0.40% 0.30% 0.40% 0.30%
----- ----- ----- -----
Total Operating Expenses(1)
(after waiver and
reimbursement) 1.35% 1.35% 2.10% 2.10%
===== ===== ===== =====
</TABLE>
- -----------
(1) The "Total Operating Expenses" charged to each Fund and the Portfolio will
not exceed the percentages listed above. The Advisor, in its capacity as sponsor
of each Trust, has agreed to waive or reimburse certain of the Operating
Expenses of each Fund and the Portfolio (as used herein, "Operating Expenses"
includes amortization of organizational expenses but is exclusive of interest,
taxes, brokerage commissions and other portfolio transaction expenses, capital
expenditures and extraordinary expenses) such that, after such waivers or
reimbursements, the aggregate Operating Expenses of each Fund and the Portfolio
will not exceed on an annual basis the "Total Operating Expenses" listed above
(the "Expense Caps"). An Expense Cap may be terminated with respect to a Fund by
the Advisor, in its capacity as sponsor, as of the end of any calendar quarter
after March 31, 1998, by giving at least 30 days prior written notice, and the
sponsor agreement will terminate with respect to a Trust if the Advisor (or an
affiliate that has assumed such obligations) ceases to be the sponsor of such
Trust or the Advisor of the Portfolio Trust. For the year ended December 31,
1996, without the Expense Caps and assuming current fees, "Other Expenses" and
"Total Operating Expenses" would have been (i) 5.71% and 6.66% for Fund A and
the Portfolio, and
12
(ii) 6.09% and 7.79% for Fund C and the Portfolio. For the year ended December
31, 1996, without the Expense Caps and assuming proposed fees, "Other Expenses"
and "Total Operating Expenses" would have been (i)5.71% and 6.76% for Fund A and
the Portfolio, and (ii) 6.09% and 7.89% for Fund C and the Portfolio.
--------------------------
Based on expenses incurred for the year ended December 31, 1996, an
investor would pay the expenses set forth in the table below on a $1,000
investment, assuming (1) a 5% annual return, (2) the total operating expense
ratio set forth in the immediately preceding chart, and (3) redemption at the
end of each time period. The table considers both the current advisory fee paid
to the Advisor and the proposed increased advisory fee.
<TABLE>
<CAPTION>
FUND A FUND C
------ ------
CURRENT FEES PROPOSED FEES CURRENT FEES PROPOSED FEES
------------ ------------- ------------ -------------
<C> <C> <C> <C> <C>
1 Year $70 $70 $31 $31
3 Years $98 $98 $66 $66
5 Years $127 $127 $113 $113
10 Years $211 $211 $243 $243
</TABLE>
INFORMATION ABOUT THE ADVISOR
The Advisor is a wholly-owned subsidiary of IFS Financial Services,
Inc., which is a wholly-owned subsidiary of Western-Southern Life Assurance
Company, located at 400 Broadway, Cincinnati, Ohio 45202. Western-Southern Life
Assurance Company is a wholly-owned subsidiary of The Western and Southern Life
Insurance Company. As of December 31, 1996, the Advisor had assets under
management of $____. For the fiscal year ended December 31, 1996, the Advisor
received $24,065 from the Portfolio Trust (on behalf of the Portfolio) for its
services as investment advisor. Had the Amendment been in effect for that
period, the Advisor would have received $27,503 from the Portfolio Trust (on
behalf of the Portfolio) for its services as investment advisor (an increase of
14.3% over the amount actually received). For the fiscal year ended December 31,
1996, the Advisor waived all fees for its services as sponsor to each Trust. If
such fees had not been waived, Trust A, on behalf of Fund A, and Trust C, on
behalf of Fund C, would have paid the Advisor, for its role as sponsor, $14,657
and $11,408 respectively. Had the Amendment been in effect and such fees had not
been waived, Trust A, on behalf of Fund A, and Trust C, on behalf of Fund C,
would have paid the Advisor, for its role as sponsor, $_____ and $_____,
respectively. Whether or not the Amendment is approved by Shareholders, the
Advisor will continue as Sponsor to each Trust.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF THE ADVISOR
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
---------------------
NAME AND ADDRESS* WITH TOUCHSTONE ADVISORS PRINCIPAL OCCUPATION
----------------- ------------------------ --------------------
<S> <C> <C>
James N. Clark* Director ______________
Edward G. Harness, Jr. Director, President and
Chief Executive Officer same
13
William F. Ledwin* Director ______________
Donald J. Wuebbling* Director, Secretary
and Chief Legal Officer same
Edward S. Heenan* Vice President and Controller same
Brian Manley Vice President and Chief
Financial Officer same
Richard K. Taulbee* Vice President same
Patricia Wilson Chief Compliance Officer same
Robert F. Morand* Assistant Secretary ______________
Robert A. Dressman* Assistant Treasurer ______________
Timothy D. Speed* Assistant Treasurer ______________
</TABLE>
- ------------------
*Principal business address is 400 Broadway, Cincinnati, Ohio 45202
TRUSTEES' CONSIDERATION
The Board of Trustees of each Trust believes that the terms of the
Amendment are fair to, and in the best interest of, the Portfolio, the Portfolio
Trust, Trust A and Trust C and the Shareholders of Fund A and Fund C. Each
Trust's Board of Trustees, including the non-interested Trustees of each Trust
voting separately, recommends approval by the Shareholders of the Amendment. In
making this recommendation, the Trustees considered the nature and quality of
the services that the Advisor has provided to the Portfolio, the fees charged by
investment advisors providing services comparable to those of the Advisor and
the fees that would be charged to the Advisor by OpCap, if it is selected as a
portfolio advisor. After consideration of the matter, the Board of Trustees of
each Trust concluded that the fee increase proposed in the Amendment was
appropriate.
REQUIRED VOTE AND TRUSTEES RECOMMENDATION
At the Meeting, the Shareholders of each Fund will vote on the proposal
including the proposed New Portfolio Advisory Agreement and the proposed
Amendment. Trust A and Trust C will then vote the securities of the Portfolio
held by Fund A and Fund C, respectively, in accordance with that Fund's
Shareholder vote at the Meeting. Each Trust will cast all of the respective
Fund's votes on the Amendment in the same proportion as the votes of that Fund's
Shareholders cast at the Meeting on this matter. The percentage of a Fund's
interest in the Portfolio that represents such Fund's Shareholders not voting at
the Meeting will be voted for or against the Amendment in the same proportion as
those cast by such Fund's Shareholders who do vote.
The affirmative vote of the holders of a "majority of the outstanding
voting securities" of the Portfolio, which are held in part by Fund A and the
remainder
14
by Fund C, is required to approve the proposal. "Majority of the outstanding
voting securities" of the Portfolio for this purpose under the 1940 Act means
the lesser of (1) 67% of the securities of the Portfolio present, if more than
50% of the outstanding securities of the Portfolio are represented and voting,
or (2) more than 50% of such outstanding securities.
If a Shareholder abstains, the shares represented will be counted as
present and entitled to vote on the matter for purposes of determining a quorum
at the Meeting, but the abstention will have the effect of a negative vote on
the proposal. If a broker indicates on the form of proxy that it does not have
discretionary authority as to certain shares, those shares will be counted as
present at the meeting for quorum purposes but not entitled to vote with respect
to the proposal and thus will also have the effect of a negative vote on the
proposal.
EACH TRUST'S BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSAL.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of February 4, 1997, the following persons were beneficial owners of
more than 5% of the outstanding shares of Fund A:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
------------------------------------ -------------------- ----------------
<S> <C> <C>
Western-Southern Life 113,849 68.67%
Assurance Company
400 Broadway
Cincinnati, Ohio 45202
Trustees and Officers __ [*]
(as a group)
As of February 4, 1997, the following persons were beneficial owners of
more than 5% of the outstanding shares of Fund C:
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
------------------------------------ -------------------- ----------------
Western-Southern Life 112,238 70.16%
Assurance Company
400 Broadway
Cincinnati, Ohio 45202
J. Philip Carter, Trustee 8,479 5.30%
Holiday, Florida 34690
Trustees and Officers __ [*]
(as a group)
</TABLE>
15
To the knowledge of the Trusts, no other Shareholder beneficially owned more
than 5% of the outstanding shares of Fund A or Fund C as of the same date.
* Percent of class is less than 1%.
GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Trusts' management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxy holders will vote
thereon in accordance with their best judgment.
PORTFOLIO TRANSACTIONS
The Portfolio does not allocate its portfolio brokerage on the basis of
the sale of its shares, although brokerage firms whose customers purchase shares
of either Fund may participate in brokerage commissions. Brokerage transactions
are not placed with any person affiliated with the Trusts, the Portfolio Trust
or the Advisor. OpCap will place brokerage transactions with Oppenheimer Co.,
Inc. ("Opco"), an affiliate of OpCap. Opco may be a major recipient of brokerage
commissions paid by the Portfolio.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of Shareholders. Neither the Trusts
nor the Portfolio Trust is required to, nor do any of them intend to, hold
regular annual meetings of its shareholders or interest holders. If such a
meeting is called, any shareholder who wishes to submit a proposal for
consideration at the meeting should submit the proposal promptly to the
respective Trust or the Portfolio Trust, as the case may be.
REPORTS TO SHAREHOLDERS
Each Trust will furnish, without charge, a copy of the most recent
Annual Report to Shareholders of the respective Fund on request within three
business days of the request. Requests for such reports should be made by
telephone by calling (800) 669-2796 (press 3) or in writing to the respective
Trust, 311 Pike Street, Cincinnati, Ohio 45202.
OPCAP AND PIMCO INFORMATION
All information contained in this Proxy Statement about OpCap and the
Transaction has been provided by OpCap, and all information contained in this
Proxy Statement about PIMCO has been provided by PIMCO.
16
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT
EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Trustees of each Trust
Susan C. Mosher
Secretary
March __, 1997
Cincinnati, Ohio
17
TOUCHSTONE BALANCED FUND A
(A SEPARATE SERIES OF SELECT ADVISORS TRUST A)
AND
TOUCHSTONE BALANCED FUND C
(A SEPARATE SERIES OF SELECT ADVISORS TRUST C)
THIS SOLICITATION IS MADE ON BEHALF OF THE TRUSTEES OF
SELECT ADVISORS TRUST A AND SELECT ADVISORS TRUST C, RESPECTIVELY
The undersigned appoints Edward G. Harness, Jr. and Edward S. Heenan
and each of them, with full power of substitution, as attorneys and proxies of
the undersigned, and does thereby request that the votes attributable to the
undersigned be cast at the Meeting of Shareholders of the Touchstone Balanced
Fund A ( a separate series of Select Advisors Trust A (a "Trust")) and
Touchstone Balanced Fund C (a separate series of Select Advisors Trust C (a
"Trust")) to be held at 10:00 a.m. on April 23, 1997 at the offices of the
Trusts, 311 Pike Street, Cincinnati, Ohio, and at any adjournment thereof. If a
proxy is not received from a particular shareholder, then the votes attributable
to him or her will be allocated in the same ratio as votes for which
instructions have been received.
- --------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW.
THE BOARD OF TRUSTEES OF EACH TRUST RECOMMENDS A VOTE FOR THE PROPOSAL.
PLEASE VOTE BY CHECKING YOUR RESPONSE.
1. Approval of New Portfolio FOR o AGAINST o ABSTAIN o
Advisory Agreement between
Touchstone Advisors, Inc.
and OpCap Advisors and
Amendment to Investment
Advisory Agreement between
Select Advisors Portfolios,
on behalf of the Balanced
Portfolio, and Touchstone
Advisors, Inc.
2. In their discretion, to act FOR o AGAINST o ABSTAIN o
upon such other matters as
may properly come before
the meeting.
TOTAL SHARES ATTRIBUTABLE TO THE UNDERSIGNED:
PLEASE VOTE, DATE, SIGN EXACTLY NOTE: THE UNDERSIGNED HEREBY
AS YOUR NAME APPEARS BELOW, AND ACKNOWLEDGES RECEIPT OF
RETURN THIS FORM IN THE ENCLOSED THE NOTICE OF MEETING AND
SELF-ADDRESSED ENVELOPE. PROXY STATEMENT AND
REVOKES ANY PROXY
HERETOFORE GIVEN WITH
RESPECT TO THE VOTES
COVERED BY THIS PROXY.
Dated: ___________________, 1997
------------------------------
Signature
------------------------------
Signature If Jointly Held
