<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Piled 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 Variable Insurance Trust
.................................................
(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:
................................................
<PAGE> 2
DRAFT
9/15/97 #2
TOUCHSTONE EMERGING GROWTH PORTFOLIO
(a series of Select Advisors Variable Insurance Trust)
311 Pike Street
Cincinnati, Ohio 45202
NOTICE OF SPECIAL MEETING
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of Touchstone Emerging Growth Portfolio (the "Portfolio"), a
separate series of Select Advisors Variable Insurance Trust (the "Trust"), will
be held on October 30, 1997, at 10.30 a.m., Cincinnati Time, at the offices of
the Trust, 311 Pike Street, Cincinnati, Ohio 45202. At the Meeting,
Shareholders of the Portfolio will be asked to consider and vote upon the
following:
1. To approve or disapprove a new portfolio advisory agreement
between Touchstone Advisors, Inc. and Westfield Capital
Management Company, Inc. ("Westfield") pursuant to which
Westfield will act as portfolio advisor with respect to a portion
of the assets of the Portfolio, to become effective upon the
acquisition of Westfield by merger with an affiliate of Boston
Private Bancorp, Inc. ("BPB").
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 September 18, 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 the Trust.
Andrew S. Josef,
Secretary
Cincinnati, Ohio
October __, 1997
<PAGE> 3
TOUCHSTONE EMERGING GROWTH PORTFOLIO
(a series of Select Advisors Variable Insurance Trust)
311 Pike Street
Cincinnati, Ohio 45202
PROXY STATEMENT
This Proxy Statement is furnished by Select Advisors Variable
Insurance Trust, (the "Trust") to the shareholders of its Touchstone Emerging
Growth Portfolio (respectively, the "Shareholders" and the "Portfolio"), on
behalf of the Trust's Board of Trustees in connection with the Trust's
solicitation of the accompanying proxy, to be voted at a Special Meeting of
Shareholders (the "Meeting") to be held on October 30, 1997, at 10:30 a.m.,
Cincinnati Time, at the offices of the Trust, 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 Shareholders on or
about October ___, 1997. At the Meeting, Shareholders will be asked to consider
and vote upon the following:
1. To approve or disapprove a new portfolio advisory agreement
between Touchstone Advisors, Inc. (the "Advisor") and Westfield
Capital Management Company, Inc. ("Westfield") pursuant to which
Westfield will act as portfolio advisor with respect to a portion
of the assets of the Emerging Growth Portfolio (the "Portfolio")
of the Trust, to become effective upon the acquisition of
Westfield by merger with an affiliate of Boston Private Bancorp,
Inc. ("BPB").
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
The shares of the Portfolio may only be purchased by Separate Account
1 and Separate Account 2 of Western-Southern Life Assurance Company ("WSLAC")
for the purpose of funding variable annuity contracts (such contracts are
referred to herein as "Contracts"). WSLAC, however, will vote the shares of the
Portfolio held in Separate Accounts 1 and 2 in accordance with instructions
received from variable annuity contract owners or participants (collectively,
the "Contract Owners") with respect to all matters on which the Shareholders
are entitled to vote. Interests in Contracts for which no timely instructions
are received will be voted in proportion to the instructions which are received
from Contract Owners. The Company will vote shares beneficially owned by it,
which it purchased in connection with the organization of the Portfolio, in the
same proportion as the shares attributable to the Contract Owners. As of close
of business on September 18, 1997, there were ____________ shares of the
Portfolio outstanding.
The Portfolio is a separate series of the Trust, which is a
Massachusetts business trust. The Advisor, a wholly owned subsidiary of WSLAC,
serves as the investment advisor to each series of the Trust, including the
Portfolio. In addition, the Advisor is the Trust's sponsor. The address of the
Advisor is 311 Pike Street, Cincinnati, Ohio 45202 and the address of the
<PAGE> 4
Company is 400 Broadway, Cincinnati, Ohio 45202. The Advisor, in its capacity
as the Trust's investment advisor, has engaged a number of portfolio advisors
(i.e., subadvisors) to manage the separate series of the Trust. Investors Bank
& Trust Company ("Investors Bank") serves as administrator, custodian, fund
accounting agent and transfer agent for the Trust. The address of Investors
Bank is 200 Clarendon Street, Boston, Massachusetts 02116.
The persons named in the accompanying proxy will vote as directed by
the proxy, but in the absence of voting directions, any proxy that is signed
and returned will be voted FOR the proposal. With respect to any other matters
(none of which are now known to the Trust's Board of Trustees) that may be
presented at the Meeting, all proxies will be voted in the discretion of the
persons appointed as proxies.
A Shareholder may revoke the accompanying proxy at any time prior to
its use by filing with the Secretary of the 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.
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.
The principal solicitation of proxies will be by mail, but they may be
solicited by telephone, telegraph and personal contact by directors, officers
and regular employees of the Advisor. All costs associated with the
preparation, filing and distribution of this Proxy Statement, the solicitation
and the Meeting will be borne by Westfield and an affiliate of BPB and not by
the Trust or the Portfolio.
All information contained in this Proxy Statement about Westfield and
BPB and the Transaction (as hereinafter defined) has been provided by
Westfield.
APPROVAL OR DISAPPROVAL OF
PORTFOLIO ADVISORY AGREEMENT BETWEEN
THE ADVISOR AND WESTFIELD
BACKGROUND
The Meeting has been called for the purpose of considering a new
portfolio advisory agreement for the Portfolio (the "New Portfolio Advisory
Agreement") which is necessitated by a proposed transaction (the "Transaction")
whereby Boston Private Investment Management, Inc., a wholly owned subsidiary
of BPB, would be merged into Westfield, and Westfield would become an indirect
wholly owned subsidiary of BPB. Completion of the Transaction will represent a
change in the ownership of Westfield and, as such, will have the effect of
terminating the existing portfolio advisory agreement with Westfield.
Accordingly,
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<PAGE> 5
Shareholders are being asked to approve the New Portfolio Advisory Agreement
with Westfield under its new ownership.
The New Portfolio Advisory Agreement embodies the same terms and fees
as the existing portfolio advisory agreement with Westfield, differing only in
the effective and termination dates. The Trust's Board of Trustees has approved
the New Portfolio Advisory Agreement, subject to approval by the Shareholders,
to become effective on the consummation of the Transaction (the "Closing
Date").
The New Portfolio Advisory Agreement must be approved by the vote of a
"majority of the outstanding voting securities" (as defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act")) of the
Portfolio. "Majority of the outstanding securities" of the Portfolio for this
purpose 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 present or
represented by proxy, or (2) more than 50% of such outstanding securities.
EXISTING PORTFOLIO ADVISORY AGREEMENT
Westfield serves as portfolio advisor for a portion (_____% as of
September ___, 1997) of the assets of the Portfolio under a Portfolio Advisory
Agreement (the "Existing Portfolio Advisory Agreement") dated September 9,
1994, between the Advisor and Westfield. The Existing Portfolio Advisory
Agreement was approved by the initial investors in the Portfolio on
____________ __________________. The Existing Portfolio Advisory Agreement
provides for its automatic termination in the event of a legal assignment or
change in ownership of the portfolio advisor. Under the Existing Portfolio
Advisory Agreement, Westfield is entitled to receive from the Advisor a monthly
fee equal on an annual basis to 0.45% of the first $10 million of the average
daily net assets of the Portfolio managed by Westfield, 0.40% of the average
daily net assets of the Portfolio managed by Westfield in excess of $10 million
and up to $50 million and 0.35% of the average daily net assets of the
Portfolio managed by Westfield in excess of $50 million. For the Portfolio's
most recent fiscal year ending December 31, 1996, the Advisor paid Westfield
$______ for its advisory services. At _____________, 1997 the net assets of the
Portfolio under Westfield's management were approximately $_________________.
NEW PORTFOLIO ADVISORY AGREEMENT
Except for different effective and termination dates, the terms of the
New Portfolio Advisory Agreement are identical to the terms of the Existing
Portfolio Advisory Agreement. A copy of the New Portfolio Advisory Agreement is
attached to this Proxy Statement as Exhibit A, and the description set forth in
this Proxy Statement of the New Portfolio Advisory Agreement is qualified in
its entirety by reference to Exhibit A.
Under the New Portfolio Advisory Agreement, Westfield will provide
certain investment advisory services with respect to a portion of the assets of
the Portfolio, including deciding what securities will be purchased and sold by
the Portfolio, when such purchases and
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<PAGE> 6
sales are to be made, and arranging for such purchases and sales, all in
accordance with the provisions of the Investment Company Act and any rules
thereunder, the governing documents of the Portfolio Trust, the fundamental
policies of the Portfolio Trust and the Portfolio, any policies and
determinations of the Board of Trustees of the Portfolio Trust or of the
Advisor which are adopted in written form, and any applicable state or federal
laws.
As compensation for its services to the Portfolio under the New
Portfolio Advisory Agreement, Westfield will be entitled to receive from the
Advisor fees calculated at the same rate as those charged under the Existing
Portfolio Advisory Agreement. The New Portfolio Advisory Agreement will be
signed and become effective (if approved at the Meeting) when the Transaction
is consummated, will continue in effect until December 31, 1998, and will
continue in effect thereafter for successive annual periods, provided its
continuance is specifically approved at least annually by (1) a majority vote,
cast in person at a meeting called for that purpose, of the Portfolio Trust's
Board of Trustees or a vote of the holders of a "majority of the outstanding
voting securities" (as defined in the Investment Company Act) of the Portfolio,
and (2) a majority of the Trustees who are not parties to the New Portfolio
Advisory Agreement or "interested persons" (as defined in the Investment
Company Act) of the Portfolio Trust or of Westfield. The New Portfolio Advisory
Agreement provides that it may be terminated at any time, without penalty, (1)
by the Advisor, by the Trustees of the Portfolio Trust or by a vote of the
majority of the outstanding voting securities of the Portfolio, upon 60 days
written notice, or (2) by Westfield, upon 60 days written notice to the Advisor
and the Portfolio Trust.
Westfield will provide, at its expense, all necessary investment and
management facilities, including salaries of personnel required for it to
faithfully execute its duties, and administrative facilities, including
clerical personnel and equipment necessary for it to conduct the investment
advisory affairs of the Portfolio efficiently (excluding pricing and
bookkeeping services). Westfield is not obligated to pay any expenses for the
Portfolio that are not expressly assumed.
The New Portfolio Advisory Agreement provides that Westfield shall
have no liability to the Portfolio Trust, to any shareholders of the Portfolio,
or to the Advisor for any act or omission in the course of, or in connection
with, rendering services under the New Portfolio Advisory Agreement, except for
liability resulting from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of Westfield in the performance of its duties
under the New Portfolio Advisory Agreement.
THE TRANSACTION
Pursuant to the Agreement and Plan of Merger dated as of August 13,
1997 (the "Merger Agreement") by and among BPB, Boston Private Investment
Management, Inc., a Massachusetts corporation ("BPIM") and wholly owned
subsidiary of BPB, Westfield and all of the owners of Westfield's outstanding
capital stock (the "Westfield Stockholders"), BPIM will be merged with and into
Westfield (the "Merger") and, upon the consummation of the Merger and related
transactions, Westfield will become an indirect wholly owned subsidiary of
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<PAGE> 7
BPB. Westfield will continue to use "Westfield" as part of its name after the
Effective Time. Each of Westfield's senior portfolio managers has entered into
an employment agreement with Westfield and BPB which will become effective at
the Effective Time.
At the effective time of the Merger (the "Effective Time"), the
Westfield Stockholders will have the right to receive a maximum aggregate of
3,918,367 shares of BPB common stock, $1.00 par value, per share (the "BPB
Common Stock") for their shares of Westfield. As of September 16, 1997, the
closing price of BPB Common Stock was $8.750 per share (as reported on
the Nasdaq SmallCap Market). Since January 1, 1997 until September 11, 1997,
the closing price of BPB Common Stock has ranged from $4.875 per share to $8.750
per share. The purchase price is subject to certain adjustments, based on,
among other things, changes in advisory revenues as measured just prior to the
Effective Time. The consummation of the Merger is also subject to prior
satisfaction of several conditions, including that Westfield shall have
obtained consents from, or entered into new contracts with, clients
representing advisory revenues equal to not less than 80% of the advisory
revenues of Westfield as of July 31, 1997.
In addition, the officers and employees of Westfield will be eligible
to participate with the officers and employees of BPB and certain of its other
subsidiaries in BPB's 1997 Long-Term Stock Incentive Plan. Certain employees of
Westfield will receive options to purchase a total of 75,000 shares of BPB
Common Stock at an exercise price equal to the fair market value of such stock
on the date of grant.
As required by the Investment Company Act, the Existing Portfolio
Advisory Agreement provides for its automatic termination upon its
"assignment." The Investment Company 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. Assuming
the Merger is consummated, Westfield will become an indirect wholly owned
subsidiary of BPB, thus giving rise to an "assignment" of the Existing
Portfolio Advisory Agreement and its termination.
At the present time it is anticipated that the Effective Time of the
Merger and, thus, the assignment, will occur in October 1997. The precise date
at which any assignment of the Existing Portfolio Advisory Agreement will
occur, if at all, cannot now be determined. The Merger Agreement may be
terminated prior to the Effective Time under certain circumstances.
INFORMATION ABOUT BPB
BPB, Boston, Massachusetts was established in May 1987. BPB is the
parent company of Boston Private Bank & Trust Company, a private bank serving
clients in New England with banking and investment products. As of July 31,
1997, BPB's investment management and trust services business had approximately
$876 million of assets under management.
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INFORMATION ABOUT WESTFIELD
Westfield maintains offices at One Financial Center, Boston, MA,
02111. Westfield is owned by the Westfield Stockholders (as defined above) and
it is registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act").
Westfield currently also serves as an investment manager for a portion
of The Growth Equity Portfolio of The Hirtle Callaghan Trust (the "HC Equity
Portfolio"). At June 30, 1997, the HC Equity Portfolio had approximately $160.9
million of net assets under management ("HC Equity Portfolio's Net Assets"). As
of June 30, 1997, Westfield was responsible for managing approximately 40% of
the HC Equity Portfolio's Net Assets. Westfield is paid a fee based on the
portion of the average net assets of the HC Equity Portfolio that Westfield
manages, calculated and accrued daily and paid monthly at an annual rate of
0.30%.
Westfield's principal executive officers and directors are shown
below. The address of each, as it relates to his or her duties at Westfield, is
the same as that of Westfield. Each of the individuals named below will hold
the same position with Westfield after the Merger and upon the consummation of
the Merger, Timothy L. Vail, President and CEO of BPB, will become Chairman of
the Board and a Director of Westfield.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF WESTFIELD
PRINCIPAL OCCUPATION
NAME (All Positions are with Westfield)
- --------------------------------------------------------------------------------
C. Michael Hazard Director, Chairman, Chief Executive Officer and
Treasurer, Chief Investment Officer and Portfolio
Manager
Arthur J. Bauernfeind Director, President, Chief Operating Officer,
Investment Strategist and Portfolio Manager
Michael J. Chapman Director, Executive Vice President, Director of
Research and Portfolio Manager
Stephen C. Demirjian Director, Senior Vice President and Portfolio
Manager
William A. Muggia Senior Vice President and Portfolio Manager
Jill A. Roeting Clerk
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Each of C. Michael Hazard, Arthur J. Bauernfeind and Michael J.
Chapman owns more than 10% of the outstanding voting securities of Westfield.
The address of the officers and directors of Westfield is One Financial Center,
Boston, MA 02111.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of September 18, 1997, the following persons were beneficial owners
of more than 5% of the outstanding shares of the Portfolio:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Owner Of Beneficial Ownership Percent of Class
- ------------------------------------ ----------------------- ----------------
<S> <C> <C>
Separate Account 1 of Western-Southern ____________________ _____%
Life Assurance Company
400 Broadway, Cincinnati OH 45202
Separate Account 2 of Western-Southern ____________________ _____%
Life Assurance Company
400 Broadway, Cincinnati OH 45202
Western-Southern Life Assurance Company ____________________ _____%
400 Broadway, Cincinnati OH 45202
</TABLE>
To the knowledge of the Trusts, no other person beneficially owned
more than 5% of the outstanding Interests as of September 18, 1997. As of
September 18, 1997, the Trustees and officers of the Trust as a group
beneficially owned less than 1% of the outstanding shares of the Portfolio.
TRUSTEES' CONSIDERATION
The Board of Trustees of the Trust believes that the terms of the New
Portfolio Advisory Agreement are fair to, and in the best interest of, the
Portfolio, the Trust, and the Shareholders of the Portfolio. Each Trust's Board
of Trustees, including the independent Trustees of the Trust voting separately,
recommends approval by the Shareholders of the New Portfolio Advisory Agreement
between Westfield and the Advisor. In making this recommendation, the Trustees
considered principally the representation by BPB and Westfield that it is their
intention that Westfield's current investment personnel and officers will
continue in their current positions, and that the same persons who are
presently responsible for the investment policies of Westfield will continue to
direct the investment policies of Westfield following the acquisition. The
Trustees also considered: (1) that the compensation payable to Westfield by the
Advisor under the proposed New Portfolio Advisory Agreement will be at the same
rate as the compensation now payable by the Advisor to Westfield under the
Existing Portfolio Advisory Agreement; (2) that the terms of the Existing
Portfolio Advisory Agreement will be substantially unchanged under the New
Portfolio Advisory Agreement except for different effective and termination
dates; (3) the commitment of Westfield to pay or reimburse
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<PAGE> 10
the Portfolio for the expenses of the Portfolio incurred in connection with the
Transaction; and (4) other factors deemed relevant.
The Board of Trustees of each Trust also considered the steps that
Westfield and BPB have taken to assure the retention of key individuals
by Westfield. In particular, the Board of Trustees considered that (a) officers
and employees of Westfield will be eligible to participate with the officers
and employees of BPB and certain of its other subsidiaries in BPB's 1997
Long-Term Stock Incentive Plan, (b) certain employees of Westfield will receive
options to purchase a total of 75,000 shares of BPB Common Stock at an exercise
price equal to the fair market value of such stock on the date of grant, and
(c) each of Westfield's senior portfolio managers has entered into an
employment agreement with Westfield and BPB which will become effective at the
Effective Time.
Accordingly, the Board of Trustees of the 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 Agreement, at the same fee levels.
REQUIRED VOTE AND RECOMMENDATION
At the Meeting, Separate Accounts 1 and 2 will vote, based on
instructions received from Contract Owners. The affirmative vote of the holders
of a "majority of the outstanding voting securities" of the Portfolio, which
are held by Separate Accounts 1 and 2, is required to approve the proposal.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT SHAREHOLDERS OF THE
PORTFOLIO VOTE IN FAVOR OF THE NEW PORTFOLIO ADVISORY AGREEMENT.
GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Trust's 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 proxyholders 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 are
Contract Owners may participate in brokerage commissions. Brokerage
transactions are not placed with any person affiliated with the Trust, the
Advisor, Westfield or BPB.
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PROPOSALS BY SHAREHOLDERS OF THE PORTFOLIO
The Meeting is a special meeting of Shareholders of the Portfolio. The
Trust is not require to, nor does it intent to, hold regular annual meetings of
Shareholders. 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 Trust.
REPORTS TO SHAREHOLDERS
The Trust will furnish, without charge, a copy of the most recent
Annual Report to Shareholders of the Trust and the most recent Semi-Annual
Report succeeding such Annual Report, if any, 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 Trust, 311 Pike Street,
Cincinnati, Ohio 45202.
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 the Trust
Andrew S. Josef,
Secretary
October __, 1997
Cincinnati, Ohio
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<PAGE> 12
EXHIBIT A
---------
PORTFOLIO ADVISORY AGREEMENT
EMERGING GROWTH PORTFOLIO
SELECT ADVISORS VARIABLE INSURANCE TRUST
This PORTFOLIO ADVISORY AGREEMENT is made as of the 30th day of
October, 1997, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation
(the "Advisor"), and WESTFIELD CAPITAL MANAGEMENT COMPANY, INC., a
Massachusetts corporation (the "Portfolio Advisor").
WHEREAS, the Advisor is an investment advisor registered under
the Investment Advisers Act of 1940, as amended, and has been retained by
Select Advisors Variable Insurance Trust, a Massachusetts business trust (the
"Trust") registered under the Investment Company Act of 1940 (the "1940 Act"),
to provide investment advisory services with respect to certain assets of the
Emerging Growth Portfolio (herein the "Portfolio") of the Trust; and
WHEREAS, the Portfolio Advisor also is an investment advisor
registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Portfolio Advisor to
furnish it with portfolio management services in connection with the Advisor's
investment advisory activities on behalf of the Portfolio, and the Portfolio
Advisor is willing to furnish such services to the Advisor and the Portfolio;
NOW THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE PORTFOLIO ADVISOR. In accordance with and
subject to the Amended and Restated Investment Advisory Agreement between the
Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"),
the Advisor hereby appoints the Portfolio Advisor to manage the investment and
reinvestment of that portion of the assets of the Portfolio allocated to it by
the Advisor (such portion being herein called the "Portfolio Assets"), subject
to the control and direction of the Advisor and the Trust's Board of Trustees,
for the period and on the terms hereinafter set forth. The Portfolio Advisor
hereby accepts such employment and agrees during such period to render the
services and to perform the duties called for by this Agreement for the
compensation herein provided. The Portfolio Advisor shall at all times maintain
its registration as an investment advisor under the investment Advisers Act of
1940 and shall otherwise comply in all material respects with all applicable
laws and regulations, both state and federal. The Portfolio Advisor shall for
all purposes herein be deemed an independent contractor and shall, except as
expressly provided or authorized (whether herein or otherwise), have no
authority to act for or represent the Trust in any way or otherwise be deemed
an agent of the Trust or the Portfolio.
<PAGE> 13
2. DUTIES OF THE PORTFOLIO ADVISOR. The Portfolio Advisor will
provide the following services and undertake the following duties:
a. The Portfolio Advisor will manage the investment
and reinvestment of the Portfolio Assets, subject to and in
accordance with the investment objectives, policies and
restrictions of the Portfolio and any directions which the
Advisor or the Trust's Board of Trustees may give from time to
time with respect to the Portfolio. In furtherance of the
foregoing, the Portfolio Advisor will make all determinations
with respect to the investment of the Portfolio Assets and the
purchase and sale of portfolio securities and shall take such
steps as may be necessary or advisable to implement the same.
The Portfolio Advisor also will determine the manner in which
voting rights, rights to consent to corporate action and any
other rights pertaining to the portfolio securities will be
exercised. The Portfolio Advisor will render regular reports to
the Trust's Board of Trustees, to the Advisor and to RogersCasey
Sponsor Services, Inc. (or such other advisor or advisors as the
Advisor shall engage to assist it in the evaluation of the
performance and activities of the Portfolio Advisor). Such
reports shall be made in such form and manner and with respect
to such matters regarding the Portfolio and the Portfolio
Advisor as the Trust, the Advisor or RogersCasey Sponsor
Services, Inc. shall from time to time request.
b. The Portfolio Advisor shall provide support to
the Advisor with respect to the marketing of the Portfolio,
including but not limited to: (i) permission to use the
Portfolio Advisor's name as provided in Section 5, (ii)
permission to use the past performance and investment history of
the Portfolio Advisor as the same is applicable to the
Portfolio, (iii) access to the individual(s) responsible for
day-to-day management of the Portfolio for marketing
conferences, teleconferences and other activities involving the
promotion of the Portfolio, subject to the reasonable request of
the Advisor, (iv) permission to use biographical and historical
data of the Portfolio Advisor and individual manager(s), and (v)
permission to use the names of those institutional clients to
which the Portfolio Advisor provides investment management
services, subject to receipt of the consent of such clients to
the use of their names.
c. The Portfolio Advisor will, in the name of the
Portfolio, place orders for the execution of all portfolio
transactions in accordance with the policies with respect
thereto set forth in the Trust's registration statements under
the 1940 Act and the Securities Act of 1933, as such
registration statements may be in effect from time to time. In
connection with the placement of orders for the execution of
portfolio transactions, the Portfolio Advisor will create and
maintain all necessary brokerage records of the Portfolio in
accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a)
of the 1940 Act. All records shall be the property of the Trust
and shall be available for inspection and use by the Securities
and Exchange Commission (the "SEC"), the Trust or any person
retained by the Trust. Where applicable, such records shall be
maintained by the Advisor for the periods and in the places
required by Rule 31a-2 under the 1940 Act. When placing orders
with brokers and dealers, the Portfolio Advisor's primary
objective shall be to obtain the most favorable price and
execution available for the Portfolio, and in placing such
orders the Portfolio Advisor may consider a number of factors,
including, without limitation, the overall
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<PAGE> 14
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 (including, without limitation,
Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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,
but 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 viewed in terms of the particular transaction or the
Portfolio Advisor's overall responsibilities with respect to
discretionary accounts that it manages, and that the Portfolio
derives or will derive a reasonably significant benefit from
such research services. The Portfolio Advisor will present a
written report to the Board of Trustees of the Trust, at least
quarterly, indicating total brokerage expenses, actual or
imputed, as well as the services obtained in consideration for
such expenses, broken down by broker-dealer and containing such
information as the Board of Trustees reasonably shall request.
d. In the event of any reorganization or other
change in the Portfolio Advisor, its investment principals,
supervisors or members of its investment (or comparable)
committee, the Portfolio Advisor shall give the Advisor and the
Trust's Board of Trustees written notice of such reorganization
or change within a reasonable time (but not later than 30 days)
after such reorganization or change.
e. The Portfolio Advisor will bear its expenses of
providing services to the Portfolio pursuant to this Agreement
except such expenses as are undertaken by the Advisor or the
Trust.
f. The Portfolio Advisor will manage the Portfolio
Assets and the investment and reinvestment of such assets so as
to comply with the provisions of the Investment Company Act of
1940 and with Subchapter M of the Internal Revenue Code of 1986,
as amended.
3. COMPENSATION OF THE PORTFOLIO ADVISOR.
a. As compensation for the services to be rendered
and duties undertaken hereunder by the Portfolio Advisor, the
Advisor will pay to the Portfolio Advisor a monthly fee equal on
an annual basis to 0.45% of the first $10 million of the average
daily net assets of the Portfolio managed by the Portfolio
Advisor, 0.40% of the average daily net assets of the Portfolio
managed by the Portfolio Advisor in excess of $10 million and up
to $50 million and 0.35% of the average daily net assets of the
Portfolio managed by the Portfolio Advisor in excess of $50
million. Such fee shall be computed and accrued daily. If the
Portfolio Advisor serves in such capacity for less than the
whole of
-3-
<PAGE> 15
any period specified in this Section 3a, the compensation to the
Portfolio Advisor shall be prorated. For purposes of calculating
the Portfolio Advisor's fee, the daily value of the Portfolio's
net assets shall be computed by the same method as the Trust
uses to compute the net asset value of the Portfolio for
purposes of purchases and redemptions of interests thereof.
b. The Portfolio Advisor reserves the right to waive
all or a part of its fees hereunder.
4. ACTIVITIES OF THE PORTFOLIO ADVISOR. It is understood that
the Portfolio Advisor may perform investment advisory services for various
other clients, including other investment companies. The Portfolio Advisor will
report to the Board of Trustees of the Trust (at regular quarterly meetings and
at such other times as such Board of Trustees reasonably shall request) (i) the
financial condition and prospects of the Portfolio Advisor, (ii) the nature and
amount of transactions affecting the Portfolio that involve the Portfolio
Advisor and affiliates of the Portfolio Advisor, (iii) information regarding
any potential conflicts of interest arising by reason of its continuing
provision of advisory services to the Portfolio and to its other accounts, and
(iv) such other information as the Board of Trustees shall reasonably request
regarding the Portfolio, the Portfolio's performance, the services provided by
the Portfolio Advisor to the Portfolio as compared to its other accounts and
the plans of, and the capability of, the Portfolio Advisor with respect to
providing future services to the Portfolio and its other accounts. At least
annually, the Portfolio Advisor will provide to the Trustees information
regarding the composite return of such of its other accounts as are comparable,
in investment objective and composition, to the Portfolio. The Portfolio
Advisor agrees to submit to the Trust a statement defining its policies with
respect to the allocation of investment opportunities among the Portfolio and
its other clients.
It is understood that the Portfolio Advisor may become
interested in the Trust as an interest holder or otherwise.
The Portfolio Advisor has supplied to the Advisor and the Trust
copies of its Form ADV with all exhibits and attachments thereto (including the
Portfolio Advisor's statement of financial condition) and will hereafter supply
to the Advisor, promptly upon the preparation thereof, copies of all amendments
or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the
name of the Portfolio Advisor in any prospectus, sales literature or other
material relating to the Advisor or the Trust in any manner not approved in
advance by the Portfolio Advisor; provided, however, that the Portfolio Advisor
will approve all uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by the SEC or a state securities
commission; and provided further, that in no event shall such approval be
unreasonably withheld. The Portfolio Advisor shall not use the name of the
Advisor or the Trust in any material relating to the Portfolio Advisor in any
manner not approved in advance by the Advisor or the Trust, as the case may be;
provided, however, that the Advisor and the Trust shall each approve all uses
of their respective names which merely refer in accurate terms to the
appointment of the Portfolio Advisor hereunder or which are required by the SEC
or a state securities commission; and, provided further, that in no event shall
such approval be unreasonably withheld.
-4-
<PAGE> 16
6. LIMITATION OF LIABILITY OF THE PORTFOLIO ADVISOR. Absent
willful misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties hereunder on the part of the Portfolio Advisor, the
Portfolio Advisor shall not be subject to liability to the Advisor, the 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 hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security. As used
in this Section 6, the term "Portfolio Advisor" shall include the Portfolio
Advisor and/or any of its affiliates and the directors, officers and employees
of the Portfolio Advisor and/or any of its affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Portfolio Advisor
acknowledges that it has received notice of and accepts the limitations upon
the Trust's liability set forth in its Declaration of Trust. The Portfolio
Advisor agrees that (i) the Trust's obligations to the Portfolio Advisor under
this Agreement (or indirectly under the Advisory Agreement) shall be limited,
in any event to the assets of the Portfolio and (ii) the Portfolio Advisor
shall not seek satisfaction of any such obligation from the holders of
interests in the Portfolio nor from any Trustee, officer, employee or agent of
the Trust.
8. FORCE MAJEURE. The Portfolio Advisor shall not be liable for
delays or errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot, or failure of communication or power supply. In the
event of equipment breakdowns beyond its control, the Portfolio Advisor shall
take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner
terminated as hereinafter provided, until December 31, 1998; and
it shall continue thereafter provided that such continuance is
specifically approved by the parties and, in addition, at least
annually by (i) the vote of the holders of a majority of the
outstanding voting securities (as herein defined) of the
Portfolio or by vote of a majority of the Trust's Board of
Trustees and (ii) by the vote of a majority of the Trustees who
are not parties to this Agreement or 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.
b. This Agreement may be terminated at any time, without
payment of any penalty, (i) by the Advisor, by the 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 not
less than 60 days' prior written notice to the Portfolio Advisor
and (ii) by the Portfolio Advisor upon not less than 60 days'
prior written notice to the Advisor and the Trust. This
Agreement shall terminate automatically in the event of its
assignment.
c. This Agreement may be amended at any time by the parties
hereto, subject to approval by the Trust's Board of Trustees
and, if required by applicable SEC rules and regulations, a vote
of the majority of the outstanding voting securities of the
Portfolio affected by such change.
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<PAGE> 17
d. The terms "assignment," "interested persons" and
"majority" of the outstanding voting securities" shall have the
meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall
become or shall be found to be invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing
addressed and delivered personally (or by telecopy) or mailed postage-paid, to
the other party at such address as such other party may designate in accordance
with this paragraph for the receipt of such notice. Until further notice to the
other party, it is agreed that the address of the Trust and that of the Advisor
for this purpose shall be 311 Pike Street, Cincinnati, Ohio 45202 and that the
address of the Portfolio Advisor shall be One Financial Center - 27th Floor,
Boston, MA 02111.
12. MISCELLANEOUS. Each party agrees to perform such further
actions and execute such further documents as are necessary to effectuate the
purposes hereof. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Ohio. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered in their names and on their behalf by
the undersigned, thereunto duly authorized, all as of the day and year first
above written.
Attest: TOUCHSTONE ADVISORS, INC.
By
- -------------------------------- --------------------------------
Edward G. Harness, Jr.
Name President
---------------------------
Title
--------------------------
Attest: WESTFIELD CAPITAL MANAGEMENT
COMPANY, INC.
- ------------------------------- -----------------------------------
Name Name
------------------------- -----------------------------
Title Title
------------------------ ---------------------------
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<PAGE> 18
TOUCHSTONE EMERGING GROWTH PORTFOLIO
(a separate series of Select Advisors Variable Insurance Trust)
THIS SOLICITATION IS MADE ON BEHALF OF THE TRUSTEES OF SELECT ADVISORS VARIABLE
INSURANCE TRUST.
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 the Shareholders of the Touchstone
Emerging Growth Portfolio, a separate series of Select Advisors Variable
Insurance Trust (the "Trust"), to be held at 10:30 a.m. on October 30, 1997 at
the offices of the Trust, 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 THE TRUST RECOMMENDS A VOTE FOR THE PROPOSAL.
PLEASE VOTE BY CHECKING YOUR RESPONSE.
1. Approval of New Portfolio Advisory Agreement FOR__ AGAINST__ ABSTAIN__
between Touchstone Advisors, Inc. and Westfield
Capital Management Company, Inc.
2. In their discretion, to act upon such other FOR__ AGAINST__ ABSTAIN__
matters as may properly come before the meeting.
TOTAL SHARES ATTRIBUTABLE TO THE UNDERSIGNED:
PLEASE VOTE, DATE, SIGN EXACTLY The undersigned hereby acknowledges
AS YOUR NAME APPEARS BELOW, AND receipt to the Notice of Meeting and Proxy
RETURN THIS FORM IN THE ENCLOSED Statement and to revokes any proxy
SELF-ADDRESSED ENVELOPE. heretofore given with respect the votes
covered by this proxy.
Date: ____________________, 1997
------------------------------------------
Signature
------------------------------------------
Signature If Jointly Held
<PAGE> 19
September 26, 1997
Dear Variable Annuity Contract Owner:
Enclosed you will find a proxy statement regarding the voting of shares in the
Touchstone Emerging Growth Portfolio beneficially owned by you through your
Touchstone Variable Annuity Contract. Although the shares are legally held by
either Separate Account 1 or Separate Account 2 of Western-Southern Life
Assurance Company, the Company is obligated to vote those shares as directed by
you.
Accordingly, please review the enclosed proxy statement carefully and then give
us your voting instructions by marking and returning the proxy card that is
enclosed. An addressed and stamped envelope is supplied for your convenience.
We urge you to exercise your voting rights by marking and returning the proxy
card.
Very truly yours,
<PAGE> 20
KAREN M. MCLAUGHLIN
[email protected]
(513) 651-6199 September 15, 1997
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Preliminary Proxy Materials for the Touchstone Emerging
Growth Portfolio of Select Advisors Variable Insurance Trust
(FILE NOS. 033-76566 AND 811-08416)
Dear Sir/Madam:
On behalf of the Touchstone Emerging Growth Portfolio (the
"Portfolio") of Select Advisors Variable Insurance Trust (the "Trust"),
enclosed for filing please find the following preliminary proxy materials (the
"Proxy Materials"): Notice of Special Meeting, Proxy Statement, form of proxy
card and letter to contract owners. The Proxy Materials will be mailed to the
shareholders of the Portfolio (the "Shareholders") in connection with the
solicitation of proxies by the Trust to be voted at a meeting (the "Meeting")
of the Shareholders to be held on October 30, 1997.
All of the shares of the Portfolio are owned by Separate Account
1 and Separate Account 2 (collectively, the "Separate Accounts") of
Western-Southern Life Assurance Company ("WSLAC") for the purpose of funding
variable annuity contracts (the "Contracts"). WSLAC will vote the shares of the
Portfolio held in the Separate Accounts in accordance with the instructions
received from owners of the Contracts.
At the Meeting the Shareholders will be asked to consider a new
portfolio advisory agreement (the "New Agreement") between Touchstone Advisors,
Inc., the Advisor to the Trust, and Westfield Capital Management Company, Inc.
("Westfield"). Westfield currently acts as the portfolio advisor for a portion
of the assets of the Portfolio.
The New Agreement will become effective upon the acquisition of
Westfield by merger with an affiliate of Boston Private Bancorp., Inc. pursuant
to an Agreement and Plan of Merger dated as of August 13, 1997.
The Proxy Materials are substantially similar to the Preliminary
Proxy Materials for the Touchstone Emerging Growth Fund A of Select Advisors
Trust A (File Nos. 033-75764 and 811-08380) and Touchstone Emerging Growth Fund
C of Select Advisors Trust C (File Nos. 033-76146 and 811-08404) with respect
to a shareholder meeting at which a new portfolio
<PAGE> 21
advisory agreement with Westfield will also be considered. In addition, the
discussion in the Proxy Materials is based on similar discussions contained in
the definitive proxy materials filed on behalf of Select Advisors Portfolios
(File No. 811-08778) on August 29, 1997 in connection with a meeting of the
holders of beneficial interests in its Growth and Income Portfolio.
If you have any questions about this filing, please call Mark H.
Longenecker, Jr. at 513-651-6904 or Karen M. McLaughlin at 513-651-6199.
Sincerely,
/s/ Karen M. McLaughlin
