Reg. No. 33-73882
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Palladian Trust
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Item 22(a)(2) of Schedule 14A.
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6(i)(3).
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1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
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FIRST ING LIFE INSURANCE COMPANY OF NEW YORK
THE PALLADIAN TRUST
Dear Certificate Owner:
The Palladian Trust (the "Trust") will hold an annual meeting of shareholders in
its offices, 4225 Executive Square, Suite 270, La Jolla, California 92037, on
October 16, 1996 at 10:00 a.m.
The single issue that will be considered at the meeting is the approval of
Coopers & Lybrand, L.L.P., as the independent accountant for the Trust for 1996.
The Board of Trustees of the Trust, including all the trustees who are not
interested persons of the Trust, has considered the proposal and determined that
its approval is in the best interest of the contract and certificate owners
participating in the Trust.
You, as the owner of a variable annuity certificate that participates in the
First ING of New York Separate Account A1, are entitled to instruct First ING
Life Insurance Co. of New York how to vote a number of shares of the Capital
Stock of the Trust related to your interest in the separate account as of the
close of business on August 9, 1996.
Please take a few minutes to consider this matter and then exercise your right
to give your instructions by completing, dating, and signing the enclosed voting
instruction form. Included is a self-addressed and postage-paid envelope for
your convenience. IN ORDER TO BE GIVEN EFFECT, YOUR VOTING INSTRUCTIONS MUST BE
RECEIVED NO LATER THAN OCTOBER 8, 1996.
If you have any questions about these materials, please contact the Customer
Service Center at 1-800-933-5858.
Steve Christopher H. Michael Schwartz
President President
First ING Life Insurance Co. The Palladian Trust
of New York
THE PALLADIAN TRUST
4225 Executive Square, Suite 270
La Jolla, California 92037
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF THE TRUST--OCTOBER 16, 1996
An annual meeting of shareholders of The Palladian Trust (the "Trust") will be
held in the offices of the Trust, 4225 Executive Square, Suite 270, La Jolla,
California 92037, on October 16, 1996 at 10:00 a.m. for the following purposes:
1. To Ratify or Reject the selection of Coopers & Lybrand, L.L.P., as
independent accountant for the Trust for 1996;
2. To Transact such other business as may properly come before the
meeting.
By order of the Board of Trustees.
H. Michael Schwartz
Secretary
September 16, 1996
STATEMENT CONCERNING THE
ANNUAL MEETING OF SHAREHOLDERS OF
THE PALLADIAN TRUST
OCTOBER 16, 1996
First ING Life Insurance Company of New York ("First ING") and The Board of
Trustees of The Palladian Trust (the "Trust") are hereby soliciting voting
instructions for an annual meeting of shareholders of the Trust to be held on
October 16, 1996 at 10:00 a.m. at the Trust's Executive Offices, 4225 Executive
Square, Suite 270, La Jolla, California 92037, and at any and all adjournments
thereof. The approximate date on which this statement and the voting
instruction form will first be sent to certificate owners is September 16, 1996.
At the annual meeting the shareholders of the Trust will be asked:
To Ratify or Reject the Selection of Coopers & Lybrand, L.L.P., as the
independent accountant of the Trust for 1996.
The record date for determination of the persons to be treated as shareholders
of record for purposes of this annual meeting was August 9, 1996. There are
268,426.170 votes eligible to be cast at the meeting, representing the number of
shares of Capital Stock of the Trust held as of the close of business on August
9, 1996 in the First ING of New York Separate Account A1 (the "Separate
Account") as the result of the sale of variable annuity contracts by First ING,
plus the number of shares of Capital Stock owned by the Trust's Portfolio
Managers, Palladian Advisors, Inc. ("PAI"), and Security Life of Denver
Insurance Company, as described below. The Trust is divided into six
Portfolios. Only five of the Portfolios are currently operational and available
to certificate owners. These Portfolios are: Value Portfolio, Growth Portfolio,
International Growth Portfolio, Global Strategic Income Portfolio, and Global
Interactive/Telecomm Portfolio. Shares of each such Portfolio are held by the
Separate Account in its corresponding subaccounts as follows:
Global Global
International Strategic Interactive/
Value Growth Growth Income Telecomm
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21,672.703 12,912.522 5,419.335 1,385.280 6,056.330
The sixth Portfolio, the Balanced Opportunity Portfolio, has not yet commenced
operation and its shares are not yet publicly available.
Each certificate owner issued is entitled to have the number of Trust shares
related to his or her interests in the Separate Account voted in accordance with
his or her instructions. Each full share shall have one vote, and each
fractional share shall have a proportionate fractional vote.
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Votes of abstaining shareholders are not counted. The ratification or rejection
of the selection of auditors will be determined by all Portfolios acting in the
aggregate. If a certificate owner submits a properly executed voting
instruction form but omits instructions with respect to the specific item, First
ING will vote the appropriate number of Trust shares as if such certificate
owner had given instructions to vote for approval of such items. First ING will
vote Trust shares held in each subaccount for which it does not receive properly
executed instruction forms in the same proportion as it votes Trust shares held
in that subaccount for which it does receive such forms. In addition, the
Portfolio Managers own shares of Capital Stock as follows:
% of % of
Portfolio Portfolio Manager Shares Portfolio Trust
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Value Portfolio GAMCO Investors, Inc. 50,000 69% 19%
One Corporate Center
Rye, New York 10580-1434
Global Strategic Fischer Francis Trees & 100,000 94% 38%
Income Portfolio Watts, Inc.
200 Park Avenue, 46th Floor
New York, New York 10166
Global GAMCO Investors, Inc. 50,000 88% 19%
Interactive/ One Corporate Center
Telecomm Rye, New York 10580-1434
Portfolio
Each Portfolio Manager has agreed to vote its shares of Capital Stock in the
same proportion as the other Trust shares held in the respective subaccount are
voted.
In connection with the organization of the Trust, PAI, the Trust's overall
investment advisor, purchased 1,000 shares of each of five Portfolios (Value,
Growth, International Growth, Global Interactive/Telecomm and Balanced
Opportunity), and Security Life of Denver Insurance Company (an affiliate of
First ING) purchased 5,000 shares of the Global Strategic Income Portfolio.
Maverick Capital, Ltd. purchased 1,000 shares of the Balanced Opportunity
Portfolio. PAI, Security Life of Denver and Maverick Capital, Ltd., will vote
these shares in the same proportion as the Trust shares held in each respective
subaccount are voted.
Voting instructions, in order to be effective, must be received prior to the
close of business on October 8, 1996. Such instructions may be revoked
provided written notice of revocation is received by the Customer Service Center
at P.O. Box 173763, Denver, CO 80217-5858, prior to the close of business on
October 8, 1996. This solicitation is being made by mail, but it may also be
by telephone or personal interview. The cost of this solicitation will be borne
by the Trust.
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RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANT
The Board of Trustees has reappointed Coopers & Lybrand, L.L.P., as independent
accountant for the Trust for 1996. The reappointment of Coopers & Lybrand
continues a relationship that began last year when the Trust initially selected
Coopers & Lybrand as the accountant for the Trust. Coopers & Lybrand has no
direct or material indirect financial interest in the Trust.
Pursuant to the 1940 Act, the decision of the Trust to continue employment of
Coopers & Lybrand is subject to ratification or rejection by stockholders at the
annual meeting if such meeting is held. The Board recommends ratification of
Coopers & Lybrand as the Trust's independent public accountant. Representatives
of Coopers & Lybrand are not expected to be present at the shareholder meeting.
OTHER MATTERS
The management is not currently aware of any other matters that will be
considered at the meeting. However, unless authority is withheld, First ING may
vote properly executed voting instruction forms in accordance with its best
judgment on any other business that properly comes before the meeting.
ANNUAL MEETINGS
Massachusetts business trust law does not require the Trust to hold annual
shareholder meetings. The Trust does not hold shareholder meetings every year,
and does not anticipate holding a shareholder meeting in 1997.
ADDITIONAL INFORMATION
The Trust commenced operations in February 1996 and thus has not yet been
required to prepare an annual report to shareholders. The Trust, however, will
furnish without charge a copy of its semi-annual report to any shareholder upon
request. Please contact H. Michael Schwartz, The Palladian Trust, 4225
Executive Square, Suite 270, La Jolla, California 92037, or call (800) 423-4891,
ext. 605.
PAI serves as the Trust's overall investment advisor. Its principal place of
business is 4225 Executive Square, Suite 270, La Jolla, California 92037.
Tremont Partners, Inc., has been retained as Portfolio Advisor. Tremont
Partners' principal place of business is One Corporate Center at Rye, 555
Theodore Fremd Avenue, Rye, New York, 10580. In addition, the Trust retains a
Portfolio Manager for each Portfolio of the Trust. The names and addresses of
the Portfolio Managers are listed above. Western Capital Financial Group, Inc.,
4225 Executive Square, Suite 325, La Jolla, California 92037, serves as the
principal underwriter of the shares of the Portfolios.
VOTING INSTRUCTION FORM
For The Annual Meeting Of Shareholders Of The Palladian Trust
John Doe
123 Main Street
New York, NY 10001
Certificate No: _________
Dear Certificate Owner:
First ING Life Insurance Co. of New York ("First ING") and The Board of Trustees
of The Palladian Trust (the "Trust") solicit your voting instructions and
recommend a vote of "RATIFY" on the item below. First ING will vote the
appropriate number of Trust shares pursuant to the instructions given. If no
choice is made, First ING will vote "RATIFY". With respect to any other
business that may properly come before the meeting, First ING will vote in
accordance with its best judgment.
First ING -- for the purpose of voting on the item in the agenda set forth in
the Notice and Statement Concerning the Annual Meeting of Shareholders of The
Palladian Trust at such annual meeting to be held on October 16, 1996 or at any
adjournment thereof -- is hereby instructed to vote the Trust shares as to which
I am entitled to give instructions as follows:
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RATIFY REJECT ABSTAIN
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Selection of Coopers & Lybrand, L.L.P., / / / / / /
as Independent Accountant of
the Trust for 1996
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PLEASE MARK THE CHOICE LIKE THIS: /X/
Each certificate owner should
SIGNATURE __________________ DATE __________ sign as his/her name appears
on the top of this form; if a
SIGNATURE __________________ DATE __________ certificate is jointly owned,
each owner should sign; if a
certificate is held in a
fiduciary capacity, the
fiduciary should sign and
indicate his/her fiduciary
capacity.
Please return this letter in the enclosed self-addressed envelope to our
Customer Service Center.