UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N8-F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED
INVESTMENT COMPANIES
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY one; for description, see
Instruction 1 above):
[ ] MERGER
[X] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION (Note: Abandonments of Registration
answer ONLY questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY (Note: Business
Development Companies answer only questions 1 through 10 of this form
and complete verification at the end of the form.)
2. Name of fund:
Select Advisors Portfolios (including the following series: Touchstone
Emerging Growth Portfolio, Touchstone International Equity Portfolio,
Touchstone Income Opportunity Portfolio, Touchstone Value Plus Portfolio,
Touchstone Growth & Income Portfolio, Touchstone Growth & Income II
Portfolio, Touchstone Bond Portfolio, Touchstone Bond II Portfolio,
Touchstone Standby Income Portfolio and Touchstone Balanced Portfolio).
3. Securities and Exchange Commission File No.:
File No.: 811-8778
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. and Street, City, State,
and Zip Code).
311 Pike Street
Cincinnati, OH 45202
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6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Cynthia Surprise, Counsel
Investors Bank & Trust
200 Clarendon Street
Boston, MA 02116
617-204-4652
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Investors Bank & Trust Touchstone Advisors, Inc.
200 Clarendon Street 311 Pike Street
Boston, MA 02116 Cincinnati, OH 45202
617-443-6856 513-361-7948
NOTE:ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
New York
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
INVESTMENT ADVISOR Touchstone Advisors, Inc.
311 Pike Street
Cincinnati, OH 45202
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SUB-ADVISORS
<S> <C>
Touchstone Bond Portfolio, Fort Washington Investment Advisors, Inc.
Touchstone Bond II Portfolio, 550 East 4th Street
Touchstone Value Plus Portfolio and Cincinnati, OH 45202
Standby Income Portfolio
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Touchstone Municipal Bond Portfolio Neuberger & Berman
605 Third Avenue
New York, NY 10158-3698
Touchstone Growth & Income Portfolio Scudder Kemper Investments, Inc.
Touchstone Growth & Income II Portfolio 345 Park Avenue
New York, NY 10154
Fort Washington Investment Advisors, Inc.
550 East Fourth Street
Cincinnati, OH 45202
Touchstone Balanced Portfolio OpCap Advisors
Oppenheimer Tower
One World Financial Center
New York, NY 10281
Harbor Capital Management Company, Inc.
125 High Street, 26th Floor
Boston, MA 02110
Morgan Grenfell Capital Management, Inc.
885 Third Avenue
New York, NY 10022
Touchstone Income Opportunity Portfolio Alliance Capital Management Corp., L.P.
1345 Avenue of the Americas
New York, NY 10154
Touchstone International Equity Portfolio BEA Associates
153 East 53rd Street
New York, NY 10022
Touchstone Emerging Growth Portfolio David L. Babson and Company, Inc.
One Memorial Drive
Cambridge, MA 02142-1300
Westfield Capital Management Company, Inc.
One Financial Center
Boston, MA 02111
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12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Touchstone Securities, Inc.
311 Pike Street
Cincinnati, OH 45202
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13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositor's name(s) and address(es): N/A
(b) Trustee's name(s) and address(es): N/A
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[X] Yes [ ] No
If Yes, for each UIT state:
Name: Western and Southern Life Assurance Company
Separate Account 1
File No.: 811-8420
Name: Western and Southern Life Assurance Company
Separate Account 2
File No.: 811-8550
Business Address: Western and Southern Life Assurance Company
400 Broadway
Cincinnati, OH 45202
15. (a) Did the fund obtain approval from the board of directors concerning the
decision to engage in a Merger, Liquidation or Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
June 18, 1998
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ ] Yes [X ] No
If Yes, state the date on which the shareholder vote took place:
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If No, explain: The Registrant and other entities were part of a hub and
spoke investment structure that were reorganized as multi-class funds
pursuant to an exemptive order that allowed redemption-in-kind to
affiliates of the Registrant. In the reorganization, each Trust A Fund and
each Trust C Fund withdrew all of their respective assets from the
corresponding Portfolio of Select Advisors Portfolios. Each Trust C Fund
exchanged its assets for Class C shares of the corresponding Trust A Fund
and distributed those shares to its shareholders. Each shareholder of each
Trust C Fund received an equal number of the corresponding Trust A Fund's
Class C shares. In addition, each of Separate Account 1 and Separate
Account 2 also had withdrawn their assets from Select Advisors Portfolios
prior to the reorganization. A shareholder vote to liquidate the fund was
not required by the fund's declaration of trust or by-laws.
II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X ] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
December 31, 1998
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) LIQUIDATIONS ONLY: Were any distributions to shareholders made in
kind?
[X ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
In the despoking transaction, described above in Item 15, all of the
securities of the Registrant were distributed to the spoke funds,
including Western and Southern Life Assurance Company Separate Account
1 and Separate Account 2. Effective immediately after the close of
business on December 31, 1998, two new portfolios, Touchstone Growth &
Income Fund and Touchstone Bond Fund, were established in the Select
Advisors Variable Insurance Trust, and Select Advisors Variable
Insurance Trust was subsequently renamed Touchstone Variable Series
Trust ("VST"). The shares of the newly established VST: Touchstone
Growth & Income Fund and VST: Touchstone Bond Fund, (collectively "VST
Funds") were substituted for shares of the Select Advisors Portfolios:
Growth & Income Portfolio II and the Select Advisors Portfolios: Bond
Portfolio II respectively, (collectively "SAP Funds") held by
Western-Southern Life Assurance Company Separate Account 1 and
Separate Account 2. This transaction was achieved through an in-kind
redemption from the SAP Funds and a corresponding in-kind contribution
to the VST Funds of the net assets of the SAP Funds. As a result of
this transaction, the SAP Funds ceased to be available as investment
options for Separate Accounts 1,2.
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17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
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(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $190,346.00 (Total expenses for all entities)
(ii) Accounting expenses: $16,300.00 (Total expenses for all entities)
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above): $206,646.00
(b) How were those expenses allocated?
Touchstone Advisors, Inc., paid all expenses listed in 22(a) above.
(c) Who paid those expenses?
Touchstone Advisors, Inc., paid all expenses listed in 22(a) above.
(d) How did the fund pay for unamortized expenses (if any)?
Touchstone Advisors, Inc., paid all the unamortized expenses of the fund.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[X ] Yes [] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed: Initial Application filed February 7, 2000.
File number 811-8778. Amended Application filed May 25, 2000. File
number 811-8778.
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [ X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
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26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving the
Merger:
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
(d) If the merger or reorganization agreement has NOT been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
VERIFICATION
The undersigned states that (i) she has executed this Form N-8F application for
an order under Section 8(f) of the Investment Company Act of 1940 on behalf of
Select Advisors Portfolios (the "Fund"), (ii) she is the President of the Fund,
and (iii) all actions by shareholders, directors, and any other body necessary
to authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his or her knowledge, information and
belief.
/s/ Jill McGruder
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Jill McGruder
