[Federal Register Volume 63, Number 236 (Wednesday, December 9, 1998)]
[Notices]
[Pages 67952-67954]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-32599]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23582; 812-11330]


Select Advisors Trust A, et al.; Notice of Application

December 2, 1998.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for exemption under section 17(b) of the 
Investment Company Act of 1940 (the ``Act'') from section 17(a) of the 
Act.

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SUMMARY OF APPLICATION: The requested order would permit a 
reorganization involving certain registered investment companies.

APPLICANTS: Select Advisors Trust A (``Trust A''), Select Advisors 
Trust C (``Trust C''), Select Advisors Portfolio (``Advisors Trust''), 
The Western and Southern Life Insurance Company (``Western Southern 
Life''), and The Western and Southern Life Insurance Company Separate 
Account A (``SAA'').

FILING DATES: The application was filed on September 28, 1998.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on December 28, 
1998, and should be accompanied by proof of service on applicants in 
the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
SEC's Secretary.

ADDRESSES: Secretary, Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549. Applicants, 400 Broadway, Cincinnati, Ohio, 45202.

FOR FURTHER INFORMATION CONTACT:
Bruce R. MacNeil, Staff Attorney, at (202) 942-0634, or Edward P. 
Macdonald, Branch Chief, at (202) 942-0564 (Division of Investment 
Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch, 450 5th Street, N.W., Washington, D.C. 
20549 (tel. no. 202-942-8090).

[[Page 67953]]

Applicant's Representations

    1. Trust A and Trust C are each an open-end management investment 
company registered under the Act. Trust A is comprised of eight series 
(each a ``Trust A Fund'').1 Trust C is comprised of seven 
series (each a ``Trust C Fund''). Trust A and Trust C are organized as 
Massachusetts business trusts. Each Trust A fund and Trust C Fund 
invests all of its investable assets in a corresponding series of 
Advisors Trust. Advisors Trust, organized as a New York trust, is 
registered under the Act as an open-end management investment company. 
Advisors Trust is comprised of nine series, seven of which will be 
involved in the proposed reorganization. Trust A, Trust C and Advisors 
Trust are referred to collectively as the ``Trusts.'' Touchstone 
Advisors, Inc. (``Touchstone''), registered under the Investment 
Advisers Act of 1940, serves as the investment adviser to Advisors 
Trust. Touchstone is a wholly owned subsidiary of Western Southern 
Life. Western Southern Life owns more than 5%, and in some cases, more 
than 25% of each Trust A Fund and Trust C Fund.
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    \1\ One series of Trust A, Standby Income Fund, is not involved 
in the proposed reorganization. Applicants do not seek relief with 
respect to this series.
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    2. SAA is a separate account of Western Southern Life. SAA holds 
the assets of the Western Southern Life defined benefit employee 
pension plan. SAA is exempt from registration under the Act.
    3. On June 18, 1998, the board of trustees of each Trust (each a 
``Board''), including a majority of the trustees who are not interested 
persons of the Trusts (the ``Independent Trustees''), considered and 
approved an agreement and plan of reorganization (``Plan''). Under the 
Plan, Trust A, Trust C and SAA will redeem in-kind all of their 
respective interests in Advisors Trust by distributing portfolio 
securities on a pro rata basis from Advisors Trust to Trust A, Trust C 
and SAA.
    4. Each Trust A Fund will establish three classes of shares--Class 
A, Class C and Class Y. Existing shareholders of each Trust A Fund will 
own Class A shares. Trust A will exchange Class C shares for the assets 
of Trust C that it received from Advisors Trust, and Class Y shares for 
the assets of SAA that it received from Advisors Trust. Trust A shares 
delivered to the shareholders of Trust C will have an aggregate net 
asset value equal to the aggregate net asset value of Trust C shares 
held by the shareholders prior to the transaction. These transactions 
are collectively referred to as the ``Reorganization.''
    5. On November 3, 1998, Trust A filed with the Commission Post-
Effective Amendment No. 8 to its registration statement in which it 
added Class C and Class Y shares. Class C shares of Trust A will have 
an identical distribution arrangements structure to that of Trust C. No 
sales charge will be imposed in connection with the acquisition of 
Trust A shares by the shareholders of Trust C. Applicants state that 
the investment objectives, policies and restrictions of each Trust C 
Fund are identical to those of the acquiring Trust A Fund.
    6. The Reorganization is presently expected to occur on or about 
December 31, 1998. The expenses of the proposed Reorganization will be 
borne by Touchstone.
    7. The Boards, including a majority of the Independent Trustees, 
determined that the Reorganization is in the best interests of the 
shareholders of Trust A and Trust C and that the interests of the 
existing shareholders of Trust A and Trust C would not be diluted as a 
result of the Reorganization. In assessing the Reorganization, the 
Boards considered, among other factors: (1) the business objectives and 
purposes of the Reorganization, (2) the terms and conditions of the 
Plan, including the allocation of expenses of the Reorganization, and 
(3) the tax-free nature of the Reorganization.
    8. The Reorganization is subject to a number of conditions 
precedent, including that: (a) definitive proxy solicitation materials 
will have been filed with the Commission and distributed to 
shareholders of Trust C; (b) Trust C shareholders will have approved 
the Reorganization; (c) Trust A and Trust C will have received an 
opinion of tax counsel that the proposed Reorganization will be tax-
free for each Trust A Fund and Trust C Fund and its shareholders; and 
(d) applicants will have received from the Commission an exemption from 
section 17(a) of the Act for the Reorganization. The Plan may be 
terminated and the Reorganization abandoned at any time by mutual 
consent of the respective Boards of the Trust A and Trust C. Applicants 
agree not to make any material changes to the Plan without prior 
Commission approval.
    9. Definitive proxy solicitation materials were filed with the 
Commission on September 29, 1998 and mailed to the Trust C shareholders 
on October 2, 1998. A special meeting of Trust C shareholders was held 
on October 29, 1998, and November 19, 1998, and the Reorganization was 
approved.

Applicants' Legal Analysis

    1. Section 17(a) of the Act generally prohibits an affiliated 
person of a registered investment company, or an affiliated person of 
that person, acting as principal, from selling any security to, or 
purchasing any security from, the company. Section 2(a)(3) of the Act 
defines an ``affiliated person'' of another person to include (a) any 
person directly or indirectly owning, controlling, or holding with 
power to vote 5% or more of the outstanding voting securities of the 
other person; (b) any person 5% or more of whose securities are 
directly or indirectly owned, controlled, or held with power to vote by 
the other person; (c) any person directly or indirectly controlling, 
controlled by or under common control with the other person, and (d) if 
the other person is an investment company, any investment adviser of 
that company. Under section 2(a)(9) of the Act a person who owns 25% or 
more of the outstanding voting securities of a company is presumed to 
control the company.
    2. Section 17(b) of the Act provides that the Commission may exempt 
a transaction from the provisions of section 17(a) if the evidence 
establishes that the terms of the proposed transaction, including the 
consideration to be paid, are reasonable and fair and do not involve 
overreaching on the part of any person concerned, and that the proposed 
transaction is consistent with the policy of each registered investment 
company concerned and with the general purposes of the Act.
    3. Applicants state that the in-kind redemption of shares of 
Advisors Trust by Trust A, Trust C, and SAA may be prohibited by 
section 17(a) because Trust A, Trust C, and SAA each own more than 5% 
of Advisors Trust and Western Southern Life owns more than 5% of each 
of the Trusts and SAA. To the extent the redemption in-kind is deemed a 
purchase and sale of the portfolio securities of Advisors Trust, 
Applicants request an exemption under section 17(b). Applicants state 
that the standards of section 17(b) are met because the redemption will 
involve a pro rata distribution of the Advisors Trust portfolio, which 
will be valued in the same manner in which the net asset value of 
Advisors Trust is determined. Applicants further state that the 
transaction has been approved by the Boards of the Trusts and is 
consistent with the policies of each Trust.
    4. Applicants also request an exemption under section 17(b) to 
permit the merger of Trust C into Trust A and the transfer of assets 
received by SAA from Advisors Trust to Trust A, in

[[Page 67954]]

exchange for shares of Trust A. Applicants submit that the terms of the 
proposed Reorganization meet the standards set forth in section 17(b). 
Applicants state that the Reorganization has been approved by the 
Boards and the shareholders of Trust C, that it will be effected on the 
basis of relative net asset values, and that it is consistent with the 
policies of the Trusts.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-32599 Filed 12-8-98; 8:45 am]
BILLING CODE 8010-01-M