<PAGE>
USLIFE INCOME FUND INC
ANNUAL
REPORT
JUNE 30, 1996
<PAGE>
USLIFE INCOME FUND INC 125 Maiden Lane * New York NY 10038 4992
- -------------------------------------------------------------------------------
Dear Fellow Shareholder:
USLIFE Income Fund reported net investment income of $4,264,140 or 76 cents per
share for the fiscal year ended June 30, 1996, versus $4,272,577 or 76 cents
per share for the prior fiscal year on the same number of shares outstanding.
The net assets of the Fund were $54,287,002 or $9.62 per share at fiscal
year-end, versus $56,833,795 or $10.07 per share on June 30, 1995. Regular
quarterly cash dividends totalling 80 cents per share were paid to shareholders
during the fiscal year.
At the end of 1995, interest rates had declined to low levels, as a result of
the Federal Reserve lowering the Federal funds rate in a series of rate
reductions. Then, motivated by expectational inflation fears (which
subsequently did not materialize), the Federal Reserve initiated a series of
rate increases which had the effect of lowering bond prices. The lower net
asset value of the Fund as of June 30, 1996 reflects the Federal Reserve's
change in posture.
The outlook for the current fiscal year is more attractive for the investments
in the Fund's portfolio. Inflation fears have subsided, and our expectation is
for a decline in interest rates over the next year, which would improve bond
prices. The U.S. economy is showing moderate growth, and so long as inflation
continues under control, opportunities for positive investment management
performance will prevail. During the past fiscal year, bond swaps were
initiated to improve yield and portfolio quality, and the two main priorities
governing the investment strategy of USLIFE Income Fund, i.e., preservation of
capital value and maximization of investment income for shareholders, will
continue to dictate management's investment strategy over the coming year.
On August 14, 1996, your Board of Directors declared a quarterly dividend of
20 cents per share payable on September 3, 1996 to shareholders of record on
August 26, 1996. We encourage those shareholders not already participating in
USLIFE Income Fund's Automatic Dividend Investment Plan, described on page 10,
to enroll in the Plan.
Sincerely,
Gordon E. Crosby, Jr. Richard J. Chouinard
Chairman of the Board President and Chief Executive Officer
<PAGE>
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Report of Independent Auditors
To the Board of Directors and Shareholders of USLIFE Income Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of USLIFE
Income Fund, Inc., including the schedule of investments, as of June 30, 1996,
and the related statement of operations for the year then ended, the statement
of changes in net assets for each of the years in the two-year period then
ended, and the financial highlights for each of the years in the five-year
period then ended. These financial statements and financial highlights are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1996, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
USLIFE Income Fund, Inc. as of June 30, 1996, the results of its operations for
the year then ended, the changes in its net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the years
in the five-year period then ended, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
New York, New York
July 31, 1996
2
<PAGE>
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Schedule of Investments
June 30, 1996
<TABLE>
<CAPTION>
Principal Market
Amount in Value
$1,000 Issue Rating Cost (Note 1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CORPORATE OBLIGATIONS: 97.1%
Aerospace - 4.5%
$ 500 Raytheon Co. 7 3/8% Debs., 7/15/25 A $ 480,745 $ 479,650
2,000 Rohr Industries, Inc. 9 1/4% Debs., 3/1/17 B 1,948,700 1,943,600
------------- -------------
2,429,445 2,423,250
------------- -------------
Communications - 8.0%
2,600 Time Warner, Inc. 9.15% Debs., 2/1/23 BBB 2,664,812 2,681,250
1,875 Westinghouse Electric Corp. 7 7/8% Debs., 9/1/23 Ba 1,687,500 1,670,625
------------- -------------
4,352,312 4,351,875
------------- -------------
Conglomerates - 3.3%
2,000 Loews Corp. 7% Sr. Notes, 10/15/23 AA 1,865,520 1,815,000
Electronics/Technology - .8%
500 Loral Corp. 7% Debs., 9/15/23 A 483,005 455,000
Food - 6.6%
2,500 Borden, Inc. 7 7/8% Debs., 2/15/23 BB 2,518,325 2,131,250
250 RJR Nabisco, Inc. 8 5/8% Notes, 12/1/02 BBB 252,408 250,000
1,200 RJR Nabisco, Inc. 8 3/4% Notes, 8/15/05 BBB 1,213,188 1,197,000
------------- -------------
3,983,921 3,578,250
------------- -------------
Forest Products - 4.6%
2,000 Georgia Pacific Corp. 8 1/4% Debs., 3/1/23 BBB 2,056,180 1,937,500
500 Georgia Pacific Corp. 9 5/8% Debs., 3/15/22 BBB 561,715 543,125
------------- -------------
2,617,895 2,480,625
------------- -------------
Health Industry - 2.7%
2,150 Continental Health Affiliates 6% Notes, 8/31/03 Caa 2,085,500 1,462,000
Home Improvements - 3.6%
2,500 Hechinger Co. 9.45%, Sr. Debs., 11/15/12 Ba 2,534,195 1,971,875
Leisure - 4.9%
2,500 Toro Co. 11% SF Debs., 8/1/17 BBB 2,500,000 2,681,250
Mining - 5.0%
2,600 INCO, Ltd. 9.60% Debs., 6/15/22 BBB 2,743,000 2,733,250
Paper - 8.6%
2,300 Boise Cascade Corp. 7.99% Med. Term Notes, 9/13/13 Baa 2,300,000 2,265,500
2,600 Scott Paper 7% Debs., 8/15/23 AA 2,549,298 2,375,750
------------- -------------
4,849,298 4,641,250
------------- -------------
Real Estate - 2.3%
1,918 Olympia & York Corp. 10 3/8% Euro Notes, 12/31/95* CCC 1,682,622 1,246,700
</TABLE>
3
<PAGE>
- -------------------------------------------------------------------------------
Schedule of Investments
June 30, 1996
<TABLE>
<CAPTION>
Principal Market
Amount in Value
$1,000 Issue Rating Cost (Note 1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Retail - 8.9%
$ 2,500 K-Mart Funding 9.44% Notes, 7/1/18 Ba $ 2,561,170 $ 2,190,625
3,000 Limited, Inc. 7 1/2% Debs., 3/15/23 BBB 2,554,320 2,625,000
------------- -------------
5,115,490 4,815,625
------------- -------------
Steel - 3.3%
1,400 USX Corporation 9 3/8% Debs., 5/15/22 Baa 1,453,794 1,555,750
200 USX Corporation 9 1/8% Debs., 1/15/13 Baa 212,456 217,250
------------- -------------
1,666,250 1,773,000
------------- -------------
Textiles - 4.5%
2,950 Phillips Van Heusen 7 3/4% Debs., 11/15/23 BB 2,482,430 2,430,063
Utilities - 25.5%
500 Boston Edison 9 3/8% Debs., 8/15/21 BBB 531,800 535,625
900 Boston Edison 8 1/4% Debs., 9/15/22 BBB 922,473 889,740
2,600 Cleveland Electric Illum. 9 3/8%
1st Mtg. Bonds, 3/1/17 BB 2,724,675 2,431,000
825 Commonwealth Edison Co. 9 1/2%
1st Mtg. Bonds, 5/1/16 Baa 866,250 868,313
2,600 Long Island Lighting 8.90% Debs., 7/15/19 BB 2,703,740 2,411,500
1,000 NYS Electric & Gas Co. 9 7/8% 1st Mtg. Bonds, 2/1/20 BBB 1,055,610 1,049,300
2,600 Niagara Mohawk Power Corp. 9 1/2%
1st Mtg. Bonds 3/1/21 BB 2,560,147 2,463,500
180 Southern California Edison Co. 8 3/8%
1st Mtg. Insd. Bonds, 12/1/17 AAA 184,050 184,725
573 Southern California Edison Co. 8 3/8%
1st Mtg. Bonds, 12/1/17 A 585,176 588,040
2,600 Toledo Edison Co. 9.22% 1st Mtg. Bonds, 12/15/21 BB 2,662,172 2,431,000
------------- -------------
14,796,093 13,852,743
------------- -------------
Total Corporate Obligations $ 56,186,976 $ 52,711,756
------------- -------------
COMMERCIAL PAPER - .8%
$ 425 Associates Corp. of North America 5% 7/1/96 P-1 425,000 425,000
------------- -------------
TOTAL INVESTMENTS: 97.9% $ 56,611,976 $ 53,136,756
------------- -------------
------------- -------------
</TABLE>
Ratings: All ratings are Moody's Investors Service, Inc., Standard & Poor's
Corp. or Fitch Investors Service, Inc.
Note: Percentage values are based on market value categorically to net
assets.
Realized gains and losses from securities transactions are reported on an
identified cost basis for both financial reporting and Federal income tax
purposes. For Federal income tax purposes, the cost of investments owned at
June 30, 1996 was $57,610,019. The net unrealized loss for Federal income tax
purposes at June 30, 1996 was $4,093,194.
*In default as to principal and interest. (See Note 1E to financial
statements.)
See accompanying notes to financial statements.
4
<PAGE>
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Statement of Assets and Liabilities as of June 30, 1996
ASSETS
Investments at market (Note 1)
Bonds (cost $56,186,976) $ 52,711,756
Commercial Paper (cost $425,000) 425,000
Cash 17,155
Interest receivable 1,457,241
Prepaid expenses 16,524
------------
54,627,676
LIABILITIES
Accounts payable and accrued expenses 85,426
Directors' deferred compensation (Note 2) 255,248
------------
NET ASSETS $ 54,287,002
------------
------------
Net Assets are represented by:
Common stock, par value $1.00 per share;
authorized 10,000,000 shares;
issued and outstanding 5,643,768 $ 5,643,768
Capital in excess of par value 54,203,461
Accumulated undistributed net investment income 854,514
Accumulated net realized loss from security
transactions (2,939,521)
------------
Net unrealized loss on investment securities (3,475,220)
NET ASSETS $ 54,287,002
------------
------------
NET ASSET VALUE PER SHARE $ 9.62
------------
------------
Statement of Operations For the Year Ended June 30, 1996
INVESTMENT INCOME
Interest $ 4,930,029
------------
EXPENSES
Investment advisory fee (Note 2) 394,266
Transfer agent fees and expenses 44,825
Custodian fee 13,183
Proxy solicitation fees 15,008
Treasury and secretarial personnel and services (Note 2) 50,000
Interest on directors' deferred compensation (Note 2) 16,669
Directors' fees (Note 2) 35,290
Printing, stationery and supplies 8,147
New York Stock Exchange listing fees 16,672
Legal and audit fees 29,960
Insurance expense 25,996
Other 15,873
------------
Total Expenses 665,889
------------
NET INVESTMENT INCOME $ 4,264,140
------------
See accompanying notes to financial statements. (Continued)
5
<PAGE>
- -------------------------------------------------------------------------------
Statement of Operations For the Year Ended June 30, 1996 (Continued)
<TABLE>
<S> <C> <C>
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
NET REALIZED GAIN (LOSS) FROM SECURITY TRANSACTIONS (Note 3)
(Excluding short-term securities held to maturity)
Proceeds from sales $16,632,183
Cost of securities sold 16,108,328
-----------
NET REALIZED GAIN ON INVESTMENTS SOLD $523,855
NET UNREALIZED DEPRECIATION ON INVESTMENT SECURITIES
Unrealized depreciation at beginning of year (655,446)
Unrealized depreciation at end of year (3,475,220)
-----------
NET INCREASE IN UNREALIZED DEPRECIATION
ON INVESTMENT SECURITIES (2,819,774)
-----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (2,295,919)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,968,221
-----------
-----------
</TABLE>
Statement of Changes in Net Assets
For the Years Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Year Ended Year Ended
June 30, 1996 June 30, 1995
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net Investment Income $4,264,140 $4,272,577
Net realized gain (loss) from security transactions 523,855 (423,431)
Net decrease (increase) in unrealized depreciation
on investment securities (2,819,774) 4,506,302
---------- ----------
1,968,221 8,355,448
---------- ----------
FROM SHAREHOLDER ACTIVITY
Dividends to shareholders from net investment income (4,515,014) (4,511,730)
Proceeds from shares issued on reinvestment of dividends
from net investment income
(0 shares and 5,475 shares, respectively) 0 50,370
---------- ----------
(4,515,014) (4,461,360)
---------- ----------
NET ASSETS AT BEGINNING OF PERIOD 56,833,795 52,939,707
---------- ----------
NET ASSETS AT END OF PERIOD $54,287,002 $56,833,795
---------- ----------
---------- ----------
(Including undistributed net investment income of
$851,448 and $1,102,322, respectively)
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
- -------------------------------------------------------------------------------
Financial Highlights
The following table includes selected data for a share outstanding
throughout each period and other performance information derived
from the financial statements and market price data.
<TABLE>
<CAPTION>
Year Ended June 30
--------------------------------------------------------------------
Per Share Operating Performance (a) 1996 1995 1994 1993 1992
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.07 $9.39 $10.28 $9.67 $8.71
------ ------ ------ ------ ------
Net investment income .76 .76 .75 .91 .93
Net realized and unrealized gain
(loss) on investments (.41) .72 (.77) .60 .95
------ ------ ------ ------ ------
Total from investment operations .35 1.48 (.02) 1.51 1.88
------ ------ ------ ------ ------
Less dividends from net investment income (.80) (.80) (.87) (.90) (.92)
------ ------ ------ ------ ------
Net asset value, end of period $9.62 $10.07 $9.39 $10.28 $9.67
------ ------ ------ ------ ------
Market value, end of period $9.00 $9.25 $9.38 $10.75 $9.75
------ ------ ------ ------ ------
Total Investment return
Per share market value 5.56% 7.72% (5.10%) 20.69% 26.48%
Per share net asset value (b) 3.64% 17.08% (0.60%) 16.36% 22.41%
Ratios and Supplemental data
Net assets, end of period (millions) $54 $57 $53 $56 $52
Ratio of operating expenses to average
net assets 1.17% 1.22% 1.16% 1.23% 1.29%
Ratio of net investment income to
average net assets 7.49% 7.99% 7.38% 9.13% 9.93%
Portfolio turnover rate 29.55% 29.93% 46.72% 45.01% 36.55%
</TABLE>
(a) Based upon the weighted average number of shares outstanding during the
period.
(b) Total investment return based on per share net asset value reflects the
effect of changes in net asset value on the performance of the Fund during each
period, and assumes that dividends and capital gains distributions, if any,
were reinvested. These percentages are not an indication of the performance of
a shareholder's investment in the Fund based on market value due to differences
between the market price of the stock and the net asset value of the Fund
during each period.
7
<PAGE>
- -------------------------------------------------------------------------------
Notes to Financial Statements
1. Significant Accounting Policies
USLIFE Income Fund, Inc. (the "Company") is registered under the Investment
Company Act of 1940, as amended, as a closed-end diversified management
investment company. The following is a summary of significant accounting
policies followed by the Company in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles.
A. Security Valuation - Listed securities generally are valued on the basis
of the last sale price on the principal exchange on which traded or at the
quoted bid price for securities in which there were no transactions on the
valuation date, except in cases where USLIFE Advisers, Inc. ("Advisers"),
investment adviser to the Company, determines that the last sale price is not
realistic in view of current trading activity, in which event the arithmetic
average of two or more independent dealer quotes will be used. Securities
traded in the over-the-counter market, including listed debt securities whose
primary market is believed to be over-the-counter, generally are valued at the
arithmetic average of the bid prices obtained from at least two dealers making
a market in the security, unless such prices can be obtained from only a single
market maker.
B. Federal Income Taxes - It is the Company's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no Federal income tax provision is required. At June
30, 1996, the Company had a net capital loss carryforward of approximately $2.9
million, expiring $1.8 million in 1998 and $1.1 million in 2000. In order for
the Company to pay a future capital gain distribution it will be necessary for
it to realize net capital gains in excess of those amounts.
C. Discounts and Premiums on Bond Purchases - It is not the present
intention of Advisers to hold the Company's investments to maturity and,
accordingly, premiums on securities are not being amortized and discounts are
not being accrued, except for original issue discounts which are being accrued
for tax purposes.
D. Distribution of Income and Capital Gains - The distribution of net
investment income is made quarterly. Distribution of net realized gains from
investment transactions in excess of available capital loss carryforwards, if
any, which would be taxable to the Company if not distributed, will be
distributed to shareholders annually. An additional distribution may be made to
the extent necessary to avoid the payment of Federal excise taxes.
E. Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates.
F. Other - As is common in the industry, securities transactions are
accounted for on the date securities are purchased or sold. Interest income is
accrued from the settlement date for purchases, to the settlement date for
sales. Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Realized gains from the sale of securities are calculated on
the identified cost method.
Undistributed net investment income on the financial statements is $659,628
lower than for Federal income tax purposes relating to the Olympia & York
security. For accounting purposes, interest accrual has ceased, and payments
received from the issuer are applied as a reduction of principal in accordance
with instructions from the trustee, after accretion of discount on principal
reduction. For tax purposes, payments received from the issuer were applied
first to interest receivable then to reduction of principal, after accretion of
discount on principal reduction. Interest accrual has ceased for tax purposes
at June 30,1996.
Pursuant to AICPA Statement of Position 93-2 (Determination, Disclosure and
Financial Statement Presentation of Income, Capital Gain and Return of Capital
Distributions by Investment Companies), book and tax differences amounting to
$3,066 have been reclassified from accumulated net realized loss on security
transactions to accumulated undistributed net investment income.
8
<PAGE>
- -------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
2. Investment Advisory Fee and Other Transactions
Advisers charged the Fund $394,266 for the twelve months ended June 30, 1996
for investment management and advisory services. The computation of the fee is
on a dual fee basis. The portion of those fees based upon net assets ($284,893)
is calculated at the rate of .04167% of the net asset value of the Company less
net investment income at the close of business on the last business day of each
month. The income portion of the fee ($109,373) is calculated at the rate of 2
1/2% of the Company's net investment income.
Other than the $35,290 that was paid in fees to the Company's non-employee
directors during the twelve-month period ended June 30, 1996 the Company paid
no additional fees or other compensation to any of its officers or directors
for such period. Payment of the compensation of certain directors has been
deferred at the directors' election and these outstanding deferred amounts
accrue an interest equivalent payable by the Company.
In addition, in accordance with its investment advisory agreement with
Advisers, the Company reimbursed Advisers $50,000 for expenses attributable to
the services performed on behalf of the Company by the Secretary and Treasurer
and personnel operating under their direction, none of whom are employees of
the Company.
Advisers' parent, USLIFE Corporation, owned 8,400 shares of common stock of the
Company at June 30, 1996.
3. Purchase and Sale of Investment Securities
Purchases and sales of investment securities during the period July 1, 1995
through June 30, 1996 were as follows:
Purchases Sales
Short-Term Obligations $30,060,000 $29,635,000
Other Securities 16,461,353 16,108,327
----------- -----------
$46,521,353 $45,743,327
----------- -----------
----------- -----------
4. Quarterly Results of Operations - (Unaudited)
For the fiscal years ended June 30, 1996 and 1995 (000's omitted except for per
share data):
<TABLE>
<CAPTION>
1996 1995
Three Months Ended Three Months Ended
------------------------------------------------------------------------------------
Sept. Dec. March June Sept. Dec. March June
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income $1,259 $1,274 $1,194 $1,203 $1,216 $1,217 $1,212 $1,277
Net Investment Income 1,090 1,104 1,025 1,045 1,055 1,052 1,049 1,117
Net realized and unrealized
gain (loss) on investments 682 747 (1,161) (2,564) (365) (40) 1,572 2,916
Per share of Common Stock:
Net investment income .19 .20 .18 .19 .19 .18 .19 .20
Net realized and unrealized
gain (loss) on investments .12 .13 (.20) (.46) (.07) -0- .28 .51
Net asset value at end
of quarter $10.18 $10.31 $10.09 $9.62 $9.31 $9.29 $9.56 $10.07
9
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
Automatic Dividend Investment Plan
Shareholders may elect to enroll in the Fund's Automatic Dividend Investment
Plan ("Plan"). All distributions of the Fund's net investment income and net
realized short-term and long-term capital gains, if any, will automatically be
received or invested in shares of the Fund's common stock at their net asset
value or market price plus the cost of brokerage commissions, whichever is
lower. Shares will be held by Chemical Bank, the Plan agent, in an account for
each participant in non-certificated form.
Participation in the Plan will not relieve participants of any capital gains or
income tax payable on dividends or distributions reinvested under the Plan.
Participation in the Plan can be terminated at any time up to the next dividend
record date by writing to Chemical Bank. Upon termination, stock certificates
for full shares will be issued to the participant or, at the participant's
direction, sold at the current market price. Any fractional shares at the time
of termination will be converted to cash at the current market price. A check
for the proceeds, less brokerage commissions and any other costs of sale, will
be sent to the participant.
For additional information on the Plan, please write Chemical Bank, c/o
Shareholder Investment Services, P.O. Box 750, Pittsburgh, PA 15230-0750 or
call 1-800-279-1248.
10
<PAGE>
USLIFE INCOME FUND INC
- -------------------------------------------------------------------------------
Officers and Directors
Gordon E. Crosby, Jr., Chairman and Director
Chairman of the Board and Chairman
of the Executive Committee, USLIFE Corporation
Chairman and Director, USLIFE Advisers, Inc.
Richard J. Chouinard, President,
Chief Executive Officer and Director
Chief Investment Officer, USLIFE Corporation
President, Chief Executive Officer
and Director, USLIFE Advisers, Inc.
Dr. Kalman J. Cohen, Director
Distinguished Bank Research
Professor Emeritus,
The Fuqua School of Business
Duke University
Richard L. Ellis, Director
President and Director,
Richard L. Ellis Associates, Ltd.
Greer F. Henderson, Director
Vice Chairman and Chief Executive Officer,
USLIFE Corporation
Director, USLIFE Advisers, Inc.
John M. Kingsley, Jr., Director
Executive Vice President and Director
Sturm, Ruger & Company, Inc.
William M.R. Mapel, Director
Retired Senior Vice President, Citibank, N.A.
Ralph F. Peters, Director
Retired Chairman of the Executive Committee,
formerly Chairman of the Board,
Discount Corporation of New York
Charles P. Baker, Executive Vice President
Investment Officer, USLIFE Corporation
Executive Vice President and
Chief Operating Officer, USLIFE Advisers, Inc.
Richard G. Hohn, Vice President and Secretary
Senior Vice President-Investor Relations,
Secretary and Counsel, USLIFE Corporation
Secretary, USLIFE Advisers, Inc.
Linda Miller, Treasurer
Treasurer, USLIFE Advisers, Inc.
Erica Goldenberg, Assistant Secretary
Second Vice President and Assistant Secretary,
USLIFE Corporation
Mark T. Manzo, Assistant Treasurer
Assistant Treasurer, USLIFE Advisers, Inc.
Auditors
KPMG Peat Marwick LLP
Counsel
Putney, Twombly, Hall & Hirson
Transfer Agent and Registrar
ChaseMellon Shareholder Services, LLP
450 W. 33 St., New York, NY 10001
Investment Adviser
USLIFE Advisers, Inc.
