<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1996
SEC File Nos. 2-96199
811-3593
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 12 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 16 [X]
MBL GROWTH FUND, INC.
(Exact name of Registrant as specified in charter)
520 Broad Street
Newark, New Jersey 07102-3111
(Address of principal executive offices)
Registrant's Telephone Number including Area Code (201) 481-8686
EUGENE J. CIARKOWSKI
President
MBL Growth Fund, Inc.
520 Broad Street
Newark, New Jersey 07102-3111
Please send copies of all communications to:
STEPHEN E. ROTH, Esq.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
This filing shall become effective on May 1, 1996, pursuant to Rule 485(b) under
the Securities Act of 1933.
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Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the registrant
has registered an indefinite amount of common shares. The registrant's Rule
24f-2 notice was filed with the Commission on February 13, 1996.
<PAGE>
MBL GROWTH FUND, INC.
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CROSS REFERENCE SHEET
Cross reference sheet showing location in the prospectus of information
required by the Items in Part A of Form N-1A.
ITEM NUMBER READING IN PROSPECTUS
1 Cover Page
2 Fee Table
3 Financial Highlights*
4 General Description of Registrant;
Investment Policies
5 Management
6 What rights accompany Fund shares?;
Cover Page; Tax Considerations
7 How may Fund shares be purchased
and redeemed? How is the net asset
value determined?
8 How may Fund shares be purchased
and redeemed?
9 **
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* Financial Highlights are incorporated by reference to the
1995 Annual Report to Shareholders.
** Indicates inapplicable or negative.
<PAGE>
PROSPECTUS
MBL GROWTH FUND, INC.
MBL Growth Fund, Inc. (the "Fund") is an open-end, diversified management
investment company, whose primary investment objective is long-term appreciation
of capital through investment primarily in equity-type securities including
common stocks, as well as securities convertible into, or exchangeable for,
common stocks. The Fund also seeks to earn income, but this is a secondary
objective. To the extent that management believes it would best achieve the
Fund's objectives, the Fund may adopt a defensive position and hold its assets
in cash or in other kinds of securities such as preferred stocks, bonds,
debentures, notes, government obligations, or other evidences of indebtedness.
See "Investment Policies".
THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
THE FUND HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") IN A
STATEMENT OF ADDITIONAL INFORMATION WHICH IS INCORPORATED HEREIN BY REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST AND WITHOUT
CHARGE FROM THE MBL LIFE ASSURANCE CORPORATION. WRITE TO: PENSION AND INVESTMENT
PRODUCTS, MBL LIFE ASSURANCE CORPORATION, 520 BROAD STREET, NEWARK, NEW JERSEY,
07102-3111, ATTN: MBL GROWTH FUND, INC., OR TELEPHONE: 1-800-435-3191.
SHAREHOLDER INQUIRIES MAY BE MADE TO THE SAME ADDRESS OR TELEPHONE NUMBER.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
FEE TABLE...................................... 2
FINANCIAL HIGHLIGHTS........................... 3
GENERAL DESCRIPTION OF REGISTRANT.............. 3
INVESTMENT POLICIES
What are the Fund's objectives and what kinds
of investments does the Fund make to achieve
its objectives?.............................. 3
MANAGEMENT
Who is the Fund's adviser and what other
services are provided to the Fund?........... 5
<CAPTION>
PAGE
<S> <C>
SHARES
How may Fund shares be purchased and
redeemed?.................................... 5
How is the net asset value determined?......... 6
What rights accompany Fund shares?............. 6
TAX CONSIDERATIONS............................. 7
TABLE OF CONTENTS -- STATEMENT OF ADDITIONAL
INFORMATION.................................. 8
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
THE DATE OF THIS PROSPECTUS AND THE DATE OF THE STATEMENT OF ADDITIONAL
INFORMATION IS MAY 1, 1996.
<PAGE>
MBL GROWTH FUND, INC.
FEE TABLE
The purpose of the Fee Table below is to help owners of contracts funded
through separate accounts of MBL Life Assurance Corporation, which invest in the
Fund, to understand the various Fund expenses that are, in effect, passed on to
those separate accounts. The Fee Table, including the Example below, shows only
expenses that are deducted from the assets of the Fund. For a description of
these expenses and the services provided to the Fund, see "Management" in this
Prospectus. Deductions and charges, including sales charges, applicable to the
various insurance products that invest in the Fund, are not reflected in this
Fee Table. DEDUCTIONS AND EXPENSES REGARDING SUCH INSURANCE PRODUCTS ARE
SEPARATELY DESCRIBED IN THE PROSPECTUSES RELATED TO THOSE PRODUCTS.
ANNUAL FUND OPERATING EXPENSES (1995)
(As a Percentage of Average Net Assets)
<TABLE>
<S> <C>
Management fees.......................................................... .37%
Other expenses........................................................... .49%
---------
Total*................................................................... .86%
---------
---------
</TABLE>
EXAMPLE
A $1,000 investment in the Fund would be subject to the expenses indicated,
assuming (1) a 5% annual return and (2) redemption (no charges imposed upon
redemption) at the end of each time period shown:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
$ 9 $ 27 $ 48 $ 106
</TABLE>
This Example should not be considered a representation of past or future
expenses for the Fund. Actual expenses may be greater or less than those shown
above. Similarly, the annual rate of return assumed in the Example is not an
estimate or guarantee of future investment performance.
- ------------
* The Fund's investment adviser has agreed to reimburse all operating expenses
of the Fund which, on an annual basis, exceed 1.5% of the first $30 million
of the Fund's average daily net asset value and which exceed 1% of any amount
in excess of $30 million. All operating expenses of the Fund did not exceed
these limits during fiscal year 1995; therefore, the amount of expenses
incurred has not been affected. This agreement is subject to change upon the
approval of the Fund, its investment adviser and its shareholders.
2
<PAGE>
FINANCIAL HIGHLIGHTS
The Fund incorporates by reference into this Prospectus the financial
highlights contained in its 1995 Annual Report to Shareholders. Further
information about the Fund's performance is contained in the Fund's 1995 Annual
Report. The Fund will furnish, without charge, an additional copy of the Annual
Report upon request made to: Pension and Investment Products, MBL Life Assurance
Corporation, 520 Broad Street, Newark, New Jersey, 07102-3111, Attn: MBL Growth
Fund, Inc., or by telephoning 1-800-435-3191.
GENERAL DESCRIPTION OF REGISTRANT
The Fund was incorporated under the laws of Maryland on June 30, 1982. The
Fund is registered with the SEC under the Investment Company Act of 1940 (the
"1940 Act"), as an open-end, diversified management investment company commonly
known as a "mutual fund". As do other mutual funds, the Fund offers its own
shares of stock continuously and invests the proceeds of sales in securities of
various other companies in an effort to achieve financial gain.
Shares of the Fund provide the underlying investment for MBL Variable
Contract Account-2 ("VCA-2") and MBL Variable Contract Account-3 ("VCA-3")
(collectively the "Separate Accounts"), and are not available for direct
purchase by the general public.
As of April 1, 1996, the Separate Accounts owned 98% of the Fund's shares
and, consequently, may be deemed to "control" the Fund, as that term is defined
in the 1940 Act. However, voting rights are provided to holders of variable
annuity contracts funded through the Separate Accounts as described below under
"What rights accompany Fund Shares?"
INVESTMENT POLICIES
WHAT ARE THE FUND'S OBJECTIVES AND WHAT KINDS OF INVESTMENTS DOES THE FUND MAKE
TO ACHIEVE ITS OBJECTIVES?
The Fund, like other mutual funds, provides an opportunity to:
1. invest in securities of a variety of companies and industries on a
diversified and collective basis, and
2. receive continuous professional investment management.
The Fund's primary investment objective is long-term appreciation of
capital. The Fund also seeks to earn income, but this is a secondary objective.
Since investment involves both opportunities for gain and risk of loss, no
assurance can be given that the Fund will achieve its objectives. In seeking to
achieve its investment objectives, the Fund follows the investment policies
summarized below. The Fund's policies include the requirements of the New Jersey
Statutes Annotated which are applicable to the Fund in order that Fund shares
may serve as an authorized investment of the Separate Accounts. Those policies
which are required by New Jersey statutes are described in the Statement of
Additional Information, "Description of Certain Investments" and "Investment
Restrictions". Such statutes are subject to amendment.
It is the Fund's policy to invest primarily but not exclusively in
equity-type securities, including common stocks, as well as securities
convertible into, or exchangeable for, common stocks. Common stocks represent
ownership, rather than debt interests, and fluctuate in value depending on such
factors as the performance of the companies whose securities are held and
general economic conditions. Securities convertible into or exchange-
able for common stocks consist primarily of warrants and bonds or preferred
stocks which have warrants attached or which are exchangeable into a specified
number of shares of common stock.
3
<PAGE>
In selecting specific securities for investment, emphasis is placed on
securities that are out of favor where a catalyst exists for turning
disappointment into opportunity. Any number of factors can indicate value. These
can include statistical indications such as relatively low multiples of book
value or cash flow. More fundamental factors include industry consolidations and
large tax loss carry forwards on the books of companies that are moving toward
profitability. On a seasonal basis, in December there is often value in stocks
that have performed poorly during the year that are further depressed by year
end tax selling. Value can also be reflected by a competitive advantage such as
a brand name, a license or a copyright. These businesses usually require only
modest capital investment and little debt, producing enough cash to spend
substantial sums in product development and marketing.
Besides value, emphasis is also placed on the presence of a catalyst that
will unlock a company's potential. Management changes, published purchases by
officers, write-offs, restructuring, employee reductions, sales of
underperforming assets, larger stock repurchases by a company, and tax law
changes on such things as capital gains and investment tax credits are examples
of events which might indicate the potential for positive developments.
Importance is placed on assessing the judgment, quality, and integrity of
management, such as the way management has allocated capital over a long period
of time and whether management has repurchased shares when returns have
warranted it. Also important are the track record of product development, and
managers who have a substantial personal investment in the enterprise, taking
most of their compensation in incentives, and placing more emphasis on
profitability than growth.
The Fund diversifies its investments among a number of industries and
companies in order to spread the normal risks of investing in securities. The
degree of diversification may be varied, within the limits of the Fund's
investment restrictions, to best achieve the Fund's objectives.
To the extent that management believes it would best achieve the Fund's
objectives, the Fund may adopt a defensive position and hold its assets in cash
or in other kinds of securities such as preferred stocks, bonds, debentures,
notes, government obligations, or other evidences of indebtedness.
Investments are made primarily in securities traded on national securities
exchanges and, to a lesser extent, in securities traded in the
"over-the-counter" market.
The Fund normally holds its investments until the under-valuation that Fund
management believes existed is corrected. This can be for a relatively long
period of time while the Fund seeks its objective of long-term capital
appreciation. However, investments may be sold whenever management believes that
the opportunity for current profits or the risk of market decline outweighs the
prospect of long-term and short-term capital gains. Certain securities may be
acquired from time to time in an effort to earn short-term profits. Sales of
securities held less than three months may be limited to continue the Fund's
qualification as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"). To the extent that the Fund engages in
short-term trading, it incurs greater brokerage charges than would otherwise be
the case.
The investment objectives and policies stated above may be changed without
shareholder approval. The Fund is subject to certain investment restrictions
which are considered fundamental policies of the Fund and which may not be
changed without the approval by vote of a majority of the Fund's shareholders.
These fundamental investment restrictions are described in the Statement of
Additional Information, "Investment Restrictions".
The Fund's annual rate of portfolio turnover was 78% in 1994 and 47% in
1995. An annual portfolio turnover rate of 100% results when the entire market
value of the securities in the portfolio is replaced in one year.
4
<PAGE>
MANAGEMENT
WHO IS THE FUND'S ADVISER AND WHAT OTHER SERVICES ARE PROVIDED TO THE FUND?
The Fund's Board of Directors and officers are responsible for its
management. The officers carry out the day-to-day functions of the Fund, subject
to the supervision of the Fund's Board of Directors, which has final
responsibility for the management of the Fund's affairs and which may exercise
such responsibility between meetings through an Executive Committee.
The Fund's investment adviser is Markston Investment Management
("Markston"), 1 North Lexington Avenue, White Plains, New York 10601. Markston
is a partnership between Markston International, Inc. and MBL Sales Corporation,
an indirect subsidiary of MBL Life Assurance Corporation ("MBL Life"). Markston
is a registered investment adviser under the Investment Advisers Act of 1940.
Michael J. Mullarkey has been the Fund's primary Portfolio Manager since
1993, and one of its managers since the Fund's inception in 1982. He has been
Managing Partner of Markston Investment Management since 1987, and Executive
Vice President of Markston International, Inc. since 1981.
Under the Investment Advisory Agreement, Markston provides the Fund with
investment advisory and management services, and, subject to the authority of
the Board of Directors, is responsible for overall management of the Fund's
business affairs. A description of the services provided by Markston pursuant to
this Agreement appears in the Fund's Statement of Additional Information,
"Investment Advisory and Other Services".
For the services rendered by Markston, Markston receives a basic fee,
adjusted for investment performance, on the basis of a percentage of net assets.
A description of how the fee is computed appears in the Statement of Additional
Information, "Investment Advisory and Other Services". During 1995, Markston
received from the Fund an advisory fee of .37% of the Fund's average net assets
for that year.
The Fund pays all corporate expenses incurred in its operation not assumed
by Markston or the Fund's distributor. The Fund's total operating expenses for
the year ended December 31, 1995, including advisory fees, were .86% of the
Fund's average net assets for that year.
Markston also serves as investment adviser for MAP-Equity Fund, a mutual
fund whose shares are available for purchase only by the general public.
Markston also acts as investment adviser for equity investments of MBL Life and
for other advisory clients.
State Street Bank & Trust Company, P.O. Box 8500, Boston, Massachusetts
02266-8500, is custodian of the Fund's investment securities and other assets
and also serves as the Fund's transfer agent and dividend disbursing agent.
SHARES
HOW MAY FUND SHARES BE PURCHASED AND REDEEMED?
Shares of the Fund are sold in a continuous offering and may be purchased by
separate accounts of any life insurance company.
First Priority Investment Corporation ("First Priority"), a registered
broker/dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc., is the distributor of the
Fund. First Priority, incorporated in 1993 under the laws of New Jersey, is a
wholly-owned indirect subsidiary of MBL Life. First Priority's principal office
is 520 Broad Street, Newark, New Jersey 07102.
5
<PAGE>
The Separate Accounts fund variable annuity contracts issued by Mutual
Benefit Life Insurance Company and assumed by MBL Life effective May 1, 1994.
Under these contracts, net purchase payments made by a contract purchaser are
placed in a Separate Account. The Separate Account, in turn, invests in shares
of the Fund.
Annuity contracts funded through the Separate Accounts and the Fund are used
in connection with individual retirement, Keogh and other retirement plans.
Information regarding these plans is contained in the prospectuses for the
Separate Accounts.
Shares of the Fund are purchased and redeemed by the Separate Accounts at
net asset value, without charge. However, the annuity contracts funded through
the Separate Accounts are sold subject to certain fees and charges. These fees
and charges for annuity contracts are more fully described in the prospectuses
for the Separate Accounts, which should be read together with this Prospectus.
If MBL Life receives purchase or redemption requests under variable annuity
contracts prior to 4:00 p.m., New York City time, on any day that the Fund's net
asset value is calculated, MBL Life, based on the net amount of such requests,
transmits to the Fund an order to purchase or redeem Fund shares. Such purchase
or redemption is effected at the Fund's net asset value per share calculated as
of such date.
Payment to the Separate Accounts for Fund shares redeemed will ordinarily be
made within seven days after receipt of the redemption request. The Fund may
suspend the right of redemption or postpone the date of payment on redemption
during any period when (1) the New York Stock Exchange is closed (for reasons
other than holidays and weekends), or trading on the New York Stock Exchange is
restricted, (2) an emergency exists, as determined by the SEC, making disposal
of the Fund's investment securities or valuation of the Fund's assets not
reasonably practicable, or (3) the SEC has so permitted by order for the
protection of the Fund's shareholders.
It is not anticipated that shares will be redeemed for other than cash.
However, the Fund reserves the right to pay the redemption price to the Separate
Account, in whole or in part, by a distribution in kind from the Fund's
investment portfolio, in lieu of cash, taking the securities at their value
employed for determining such redemption price, and selecting the securities in
such manner as the Board of Directors may deem fair and equitable. If shares are
redeemed in this way, brokerage costs will ordinarily be incurred by the
Separate Account in converting such securities into cash.
HOW IS THE NET ASSET VALUE DETERMINED?
The net asset value of Fund shares is computed on each day on which the New
York Stock Exchange is open for trading, as of the close of regular trading of
that Exchange. The net asset value of Fund shares is computed by dividing the
value of the Fund's investment securities, plus cash and all other assets, less
all liabilities, by the number of Fund shares outstanding. The value of the
Fund's investment securities is generally their market value for securities
traded on a national securities exchange or over-the-counter and for which there
are readily available market quotations, amortized cost for debt securities
having a remaining maturity of 60 days or less, or fair value as calculated by
the Fund's Board of Directors for all other securities or assets. A more
detailed description of the methods of valuing the Fund's investment securities
appears in the Statement of Additional Information, "Purchase, Redemption and
Pricing of Securities".
WHAT RIGHTS ACCOMPANY FUND SHARES?
The Fund is authorized by its Articles of Incorporation to issue 21,000,000
shares of $1 par value common stock. Shares, when issued, are fully-paid and
nonassessable and have no pre-emptive, conversion or exchange rights.
6
<PAGE>
All shares of common stock have equal rights as to redemption and
participation in dividends, earnings, and assets remaining upon liquidation.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately the same rights, including voting rights, as are provided for a
full share. The rights accompanying Fund shares are legally vested in the
Separate Accounts. However, as a matter of policy, holders of variable annuity
contracts funded through the Separate Accounts have the right to instruct MBL
Life as to voting Fund shares held by the Separate Accounts on all matters to be
voted on by Fund shareholders.
The Fund holds annual or special meetings of its shareholders in any year in
which any of the following is required to be acted on by shareholders: election
of a majority of the Fund's Board of Directors, approval of a new investment
advisory or distribution agreement or ratification of a change of independent
accountants. Voting rights of the participants in the Separate Accounts are more
fully set forth in the prospectuses relating to those accounts which should be
read together with this Prospectus.
VOTING NON-CUMULATIVE RIGHTS. Each share of common stock is entitled to one
vote. The shares have "non-cumulative" voting rights, which means that the
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining voting shares will not be able to elect any directors.
DIVIDENDS AND CAPITAL GAINS. The Fund distributes semiannually to the
Separate Accounts any net investment income, such as dividends, and distributes
annually any net realized capital gains. More frequent distributions may be made
to the extent permitted or required by law. Any such distribution is ordinarily
credited in the form of additional Fund shares, purchased at their net asset
value on the date that the distribution is payable. Such distributions are not
taxable to participants in the Separate Accounts. Since shares of the Fund will
be offered only through Separate Accounts, reference is made to the prospectus
relating thereto for information regarding the federal income tax treatment
accorded distributions of investment income and capital gains to the Separate
Accounts, and distributions by the Separate Accounts pursuant to the terms of
the contracts.
EVIDENCE OF OWNERSHIP. Each purchase is confirmed to the Separate Accounts
in a written statement of the number of shares purchased and the aggregate
number of shares currently held. The Separate Accounts, although they have the
right to receive stock certificates, have elected not to exercise this right.
Participants in the Separate Accounts do not have a corresponding right.
TAX CONSIDERATIONS
The Fund has qualified and expects to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended ("Code"). As such, the Fund is not subject to Federal income tax on that
part of its investment company taxable income (consisting generally of net
investment income, net gains from certain foreign currency transactions, and net
short-term capital gain, if any) and any net capital gain (the excess of net
long-term capital gain over net short-term capital loss) that it distributes to
its shareholders. It is the Fund's intention to distribute substantially all
such income and gains.
Shares of the Fund are offered only to the Separate Accounts (which are
insurance company separate accounts that fund annuity contracts). Under the
Code, no tax is imposed on an insurance company with respect to income of a
qualifying separate account properly allocable to the value of eligible variable
annuity or variable life insurance contracts. For a discussion of the taxation
of life insurance companies and the Separate Accounts, as well as the tax
treatment of the annuity contracts and the holders thereof, see "Federal Income
Tax Status" included in the respective prospectuses related to the annuity
contracts.
7
<PAGE>
The Fund also intends to comply with the diversification requirements
imposed by section 817(h) of the Code and the regulations thereunder.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Fund and its shareholders; see the
Statements of Additional Information for a more detailed discussion. Prospective
investors are urged to consult their tax advisors.
TABLE OF CONTENTS
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
General Information and History............................................................. 1
Description of Certain Investments.......................................................... 1
Investment Restrictions..................................................................... 3
Management of the Fund...................................................................... 5
Investment Advisory and Other Services...................................................... 7
Brokerage Allocation........................................................................ 10
Personal Investing.......................................................................... 12
Purchase, Redemption and Pricing of Securities.............................................. 12
Taxes....................................................................................... 13
Financial Statements........................................................................ 15
Additional Information...................................................................... 15
</TABLE>
--------------
FOR FURTHER INFORMATION CONCERNING THE FUND, PLEASE CONSULT THE FUND'S STATEMENT
OF ADDITIONAL INFORMATION DATED MAY 1, 1996.
8
<PAGE>
NOTES
9
<PAGE>
NOTES
10
<PAGE>
NOTES
11
<PAGE>
MBL GROWTH FUND, INC.
520 BROAD STREET
NEWARK, NEW JERSEY 07102-3111
1-800-559-5535
DISTRIBUTOR
FIRST PRIORITY INVESTMENT CORPORATION
520 BROAD STREET
NEWARK, NEW JERSEY 07102-3111
1-800-559-5535
INVESTMENT ADVISER
MARKSTON INVESTMENT MANAGEMENT
1 NORTH LEXINGTON AVENUE
WHITE PLAINS, NEW YORK 10601
(914) 761-4700
CUSTODIAN AND TRANSFER AGENT
STATE STREET BANK & TRUST COMPANY
P.O. BOX 8500
BOSTON, MASSACHUSETTS 02266-8500
1-800-343-0529
SPECIAL COUNSEL
SUTHERLAND, ASBILL & BRENNAN
WASHINGTON, D.C.
INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
NEW YORK, NEW YORK
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
L FS-628(5-96)
- --------------------------------------------------------------------------------
P R O S P E C T U S
May 1, 1996
MBL
GROWTH
FUND,
INC.
A MUTUAL FUND SEEKING GROWTH
AND INCOME THROUGH INVESTMENT
IN EQUITY SECURITIES.
Sponsored by
[LOGO]
<PAGE>
MBL GROWTH FUND, INC.
- --------------------------------------------------------------------------------
CROSS REFERENCE SHEET
Cross reference sheet showing location in the Statement of Additional
Information of information required by the Items in Part B of Form N-1A.
HEADING IN STATEMENT OF
ITEM NUMBER ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12 General Information and History;
Investment Advisory and Other
Services
13 Description of Certain Investments;
Investment Restrictions
14 Management of the Fund
15 Management of the Fund; Investment
Advisory and Other Services
16 Investment Advisory and
Other Services
17 Brokerage Allocation
18 *
19 Purchase, Redemption and
Pricing of Securities
20 Taxes
21 Investment Advisory and
Other Services
22 *
23 Financial Statements**
- --------------------------------------------------------------------------------
* Indicates inapplicable or negative.
** Financial Statements are incorporated by reference to
the 1995 Annual Report to Shareholders.
<PAGE>
MBL GROWTH FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1996
This Statement of Additional Information is not a prospectus but has been
incorporated by reference into, and should be read in conjunction with, the
Prospectus of MBL Growth Fund, Inc. dated May 1, 1996. A copy of the Prospectus
may be obtained from MBL Life Assurance Corporation. Write to: Pension and
Investment Products, MBL Life Assurance Corporation, 520 Broad Street, Newark,
New Jersey 07102-3111, Attn: MBL GROWTH FUND, INC. or telephone 1-800-435-3191.
TABLE OF CONTENTS
Cross-Reference
to Page in
Page Prospectus
General Information and History . . . . . . 1 3
Description of Certain Investments. . . . . 1 3
Investment Restrictions . . . . . . . . . . 3 4
Management of the Fund. . . . . . . . . . . 5 5
Investment Advisory and Other Services. . . 7 5
Brokerage Allocation. . . . . . . . . . . . 10 -
Personal Investing. . . . . . . . . . . . . 12 -
Purchase, Redemption and
Pricing of Securities . . . . . . . . . . 12 5
Taxes . . . . . . . . . . . . . . . . . . . 13 7
Financial Statements. . . . . . . . . . . . 15 -
Additional Information. . . . . . . . . . . 15 -
GENERAL INFORMATION AND HISTORY
The business history of MBL Growth Fund, Inc. (the "Fund") is described in
its Prospectus.
DESCRIPTION OF CERTAIN INVESTMENTS
The Fund's investment objectives and policies are described in the Fund's
Prospectus under "Investment Policies".
The following is a description of certain types of investments which may be
made by the Fund and certain investment restrictions imposed on the Fund in
seeking to achieve its objectives:
A warrant is a right which entitles its holder, for a specified period of
time, to acquire a specified number of shares of common stock for a specified
price per share. If the share price at the time the warrant is exercised
exceeds the total of the exercise price of the warrant and its purchase price,
the Fund experiences a gain to the extent by which this total is exceeded by the
share price. However, if the share price at the time the warrant expires is
less than the exercise price of the warrant, the Fund will suffer a loss to the
extent of the purchase price of the warrant.
<PAGE>
The Fund will not invest more than 5% of its net assets in warrants and not
more than 2% in warrants not listed on the New York or American Stock Exchanges,
except when they are acquired in a unit or are attached to other securities.
The Fund limits its investments in stock and evidences of indebtedness in
accordance with the New Jersey Statutes Annotated. No investment, except as
noted below, is made in the stock of any company unless, during each of the five
years preceding purchase, (1) a cash dividend has been paid on the stock, or (2)
the earnings of the company were sufficient to support the payment of dividends
at an annual rate of 4% of the stock's par value or, in the case of stock having
no par value, upon the stated capital in respect thereto. No investment, except
as noted below, is made in an evidence of indebtedness of any company which is
in default of interest. An investment not otherwise eligible under these
limitations may be made if, after giving effect to the investment, the total
cost of such non- eligible investments does not exceed 5% of the total assets of
the Fund.
The foregoing limitations do not apply to any stock or evidence of
indebtedness acquired pursuant to court-ordered or voluntary reorganizations, as
payment of an existing indebtedness, as realization of collateral for a loan in
default or through the exercise of rights of conversion, warrants or rights to
purchase stock or preemptive rights to subscribe to stock, contained in or
attached to a then existing investment of the Fund. The foregoing limitation on
stock investments does not apply to stock which is preferred as to dividends
over any class the purchase of which is not prohibited, or to stock of a
corporation engaged primarily in the business of owning, developing or leasing
real property.
Investments are made primarily in securities traded on national securities
exchanges and, to a lesser extent, in securities traded in the "over-the-
counter" market. In accordance with the Statutes of New Jersey, no investment
is made in common stock or shares which are not: listed or traded on a
securities exchange in the United States or Canada; included in the national
price listings of over-the-counter securities of the National Association of
Securities Dealers, Inc.; or determined by the Commissioner of Insurance of New
Jersey to be publicly held or traded.
The Fund restricts its investment in securities of foreign issuers to not
more than 10% of the value of the Fund's total net assets. Such securities may
be subject to additional federal taxes which would have the effect of increasing
the cost of such investments and may be subject to foreign government taxes
which could reduce the income yield on such securities.
In addition, foreign investments may be affected favorably or unfavorably
by changes in currency rates and exchange control regulations. There may be
less publicly available information about a foreign company than about a United
States ("U.S.") company, and foreign companies may not be subject to accounting,
auditing and financial reporting standards and requirements comparable to those
applicable to U.S. companies. Securities of some foreign companies are less
liquid or more volatile than securities of U.S. companies, and foreign brokerage
commissions are generally higher than in the United States. Investments in
foreign securities may also be subject to other risks different from those
affecting U.S. investments,
<PAGE>
including local political or economic developments, expropriation or
nationalization of assets and imposition of withholding taxes on dividend or
interest payments.
In addition to the investments described in the Fund's Prospectus, the Fund
may also buy "restricted" securities which cannot be sold publicly until
registered under the Securities Act of 1933. The Fund's ability to dispose of
investments in "restricted" securities at reasonable price levels might be
limited unless and until their registration under the Securities Act of 1933 has
been completed. The Fund will endeavor to have the issuing company pay all the
expenses of any such registration, but there is no assurance that the Fund will
not have to pay all or some of these expenses. The Fund has not invested in any
"restricted" securities to date, and has no current intention of doing so in the
future.
INVESTMENT RESTRICTIONS
The investment objectives and policies stated above, as well as those
described in the Prospectus, may be changed without shareholder approval. The
following investment restrictions are fundamental policies of the Fund and may
not be changed without the approval by vote of the majority of the outstanding
shares of the Fund, pursuant to the voting procedures applicable to MBL Variable
Contract Account-2 ("VCA-2") and MBL Variable Contract Account-3 ("VCA-3")
(collectively the "Separate Accounts").
The Fund does not:
1. invest more than 10% of the value of its total net assets in
securities which are not readily marketable, such as restricted stock,
debt obligations acquired in private transactions, and securities
which are secured by interests in real estate, or more than 5% of the
value of its total assets in equity securities which are not readily
marketable,
2. invest in real estate, although it may buy securities of companies
which deal in real estate and securities which are secured by
interests in real estate, including interests in real estate
investment trusts,
3. invest in commodities or commodity contracts,
4. invest in securities of other registered investment companies, except
by purchases in the open market involving only customary broker's
commissions or as part of a merger, consolidation, or acquisition,
subject to limitations in the Investment Company Act of 1940,
5. make loans, except by the purchase of bonds or other debt obligations
customarily distributed privately to institutional investors,
<PAGE>
6. invest more than 25% of the value of its total assets in securities of
any one industry,
7. invest more than 5% of the value of its total assets in securities
(except U.S. Government securities) of any one issuer,
8. invest in more than 8% of the outstanding voting securities, or in
more than 10% of any other class of securities, of any one issuer,
9. invest more than 5% of the value of its total assets in securities of
companies having a record of less than three years of continuous
operations,
10. act as an underwriter of securities of other issuers, except to the
extent that it may be deemed to be an underwriter in reselling
securities, such as restricted securities, acquired in private
transactions and subsequently registered under the Securities Act of
1933,
11. borrow money, except that, as a temporary measure for extraordinary or
emergency purposes and not for investment purposes, the Fund may
borrow from banks up to 10% of its total assets taken at cost,
provided the total borrowings have an asset coverage, based on value,
of at least 300%,
12. pledge more than 15% of its total assets taken at cost (as an
operating policy, the Fund will not pledge its assets to the extent
that the percentage of net assets pledged plus sales load will exceed
10% of the Fund's offering price),
13. sell securities short,
14. buy securities on margin, except that it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales
of securities,
15. invest in, or write, puts, calls, or combinations thereof,
16. invest in interests in oil, gas or other mineral exploration or
development programs,
17. buy or hold the securities of any issuer, if the officers and
directors of the Fund or of its investment adviser, who individually
own beneficially more than one-half of 1% of the securities of such
issuer, together own more than 5% of the securities of such issuer,
18. participate on a joint or joint and several basis in any trading
account in securities, or
19. invest in companies for the purpose of exercising control of
management.
The Fund does not issue senior securities except to the extent set out in
paragraph 11 above.
<PAGE>
The Fund also intends to comply with Section 817(h) of the Internal Revenue
Code and the regulations adopted thereunder which impose certain diversification
requirements on the Separate Accounts investing in the Fund, and, therefore, may
affect the securities in which the Fund may invest. Further information
regarding the impact of Section 817(h) is contained in the prospectuses for the
Separate Accounts.
MANAGEMENT OF THE FUND
The directors and officers of the Fund, together with a brief description
of their occupations during the past five years, are as follows:
* + Eugene J. Ciarkowski, President and Director
520 Broad Street
Newark, New Jersey 07102-3111
Vice President - Securities Investment, MBL Life since 1994, prior
thereto Vice President, Subsidiary Operations, The Mutual Benefit Life
Insurance Company in Rehabilitation, successor to Mutual Benefit
Life Insurance Company ("Mutual Benefit Life"); Member of the
Management Committee of Markston Investment Management ("Markston");
Director, First Priority Investment Corporation ("First Priority").
* + Kathleen M. Koerber, Executive Vice President and Director
520 Broad Street
Newark, New Jersey 07102-3111
Executive Vice President - Operations and Chief Operating Officer, MBL
Life since September 1991, prior thereto Senior Vice President, Group
Pension Finance, Mutual Benefit Life; Director, First Priority; Member
of the Management Committee of Markston.
Horace J. DePodwin, Director
One Gateway Center, Suite 420
Newark, New Jersey 07102
President, Economic Studies, Inc.; Professor and Dean Emeritus,
Graduate School of Management, Rutgers - The State University of New
Jersey.
Herbert M. Groce, Jr., Director
875 Berkshire Valley Road
Wharton, New Jersey 07885
The Right Reverend, Missionary Bishop of the Diocese of St. Paul, The
American Anglican Church as of January 8, 1994; prior thereto The
Venerable Archdeacon of the East of the Episcopal Missionary Church
from February, 1993 to January, 1994; prior thereto Rector, St.
Andrew's Episcopal Church, New York.
- ---------------
* Interested person of the Fund. Prior to May 1, 1994, each individual
maintained a similar position and/or title with Mutual Benefit Life
that he or she now holds with MBL Life.
+ Member of the Executive Committee.
<PAGE>
Jerome M. Scheckman, Director
P.O. Box 807
Plandome, New York 11030
Formerly Consultant and Managing Director, Salomon Brothers Inc.;
Member of the Corporation, Babson College; Member of the Auxiliary
Board, Mt. Sinai Hospital; Member of the Business Advisory Counsel,
Alfred University.
* Albert W. Leier, Vice President and Treasurer
520 Broad Street
Newark, New Jersey 07102-3111
Vice President and Controller, MBL Life; Director, Vice President and
Treasurer, First Priority.
* Judith C. Keilp, Vice President and Secretary
520 Broad Street
Newark, New Jersey 07102-3111
Counsel, MBL Life since 1993, prior thereto Associate Counsel since
1989, Mutual Benefit Life; Vice President and Secretary, First
Priority.
* Christine M. Dempsey, Assistant Treasurer
520 Broad Street
Newark, New Jersey 07102-3111
Director of Financial Reporting, MBL Life since 1994; prior thereto
Manager of Financial Reporting Department, MBL Life.
* Vicki J. Herbst, Assistant Secretary
520 Broad Street
Newark, New Jersey 07102-3111
Registered Products Compliance Manager, MBL Life since 1994, prior
thereto Legal Assistant, MBL Life.
All of the above-named directors and officers serve in the same capacities
for MAP-Equity Fund and MAP-Government Fund, Inc.
- ---------------
* Interested person of the Fund. Prior to May 1, 1994, each individual
maintained a similar position and/or title with Mutual Benefit Life
that he or she now holds with MBL Life.
<PAGE>
The officers carry out the Fund's day-to-day functions, subject to the
supervision of the Fund's Board of Directors which has final responsibility for
the management of the Fund's affairs and which exercises such responsibility
between meetings through its Executive Committee. The Fund pays no remuneration
to directors who also serve as directors, officers or employees of MBL Life,
Markston or First Priority. Aggregate compensation of other directors who are
not interested persons of MBL Life, Markston or First Priority, during 1995 is
shown below. The Fund does not pay pension or retirement benefits to the
Directors.
Total Compensation
from Fund and Fund
Name of Person, Aggregate Compen- Complex Paid to
Position sation from Fund Directors
Horace J. DePodwin, $2,100 $ 6,300
Director
Herbert M. Groce, Jr., $2,500 $ 7,500
Director
Jerome M. Scheckman, $2,500 $10,300
Director
As of the date of this Statement of Additional Information, the directors
and officers of the Fund owned directly or beneficially less than 1% of its
outstanding shares.
INVESTMENT ADVISORY AND OTHER SERVICES
Markston, the Fund's investment adviser, is a New Jersey partnership
between Markston International, Inc. and MBL Sales Corporation. Markston
International, Inc. which is wholly-owned by John R. Stone, Michael J. Mullarkey
and other Markston employees, is a 49% general partner of Markston, and MBL
Sales Corporation, an indirect wholly-owned subsidiary of MBL Life, is a 51%
general partner.
On December 2, 1982 Mutual Benefit Life provided the Fund's initial capital
by buying, for investment purposes, 10,000 shares of common stock at $10.00 per
share. In accordance with the Rehabilitation Plan of Mutual Benefit Life,
Mutual Benefit Life's direct investment in the Fund was transferred to MBL Life
as of May 1, 1994. The Rehabilitation Plan requires a reallocation over time of
what were Mutual Benefit Life's assets, including what was Mutual Benefit Life's
direct investment in the Fund, which could result in a reduction of the amounts
currently invested in the Fund. As of April 1, 1996, MBL Life owned
beneficially and of record 2% of the shares of the Fund. As of April 1, 1996,
VCA-2 owned beneficially and of record 91% of the shares of the Fund and
consequently may be deemed to "control" the Fund, as that term is defined in the
Investment Company Act of 1940. As of April 1, 1996, VCA-3 owned beneficially
and of record 7% of the shares of the Fund. Voting rights, however, are
provided to holders of variable annuity contracts funded through Separate
Accounts as described in the Fund's Prospectus, "What rights accompany Fund
shares?"
<PAGE>
Markston, pursuant to an Investment Advisory Agreement, provides the Fund
with investment advisory and management services, including investment
recommendations based on a continual study of the general economy and specific
industries and companies, placement of orders for the purchase and sale of
investment securities, office space, all necessary office facilities, all
personnel reasonably necessary for the Fund's operations and ordinary clerical
services, and all compensation of directors, officers and employees of the Fund
except for compensation of the Fund's directors who are not interested persons
of MBL Life, Markston or First Priority.
For the services rendered by Markston, Markston receives a periodic fee
(the "basic fee") at the annual rate of .50% of the first $200,000,000 of the
Fund's average daily net asset value over the most recent quarter, .45% of the
next $100,000,000 of such value, .40% of the next $100,000,000 of such value and
.35% of all such value in excess of $400,000,000. The fee is computed and
accrued daily and paid quarterly.
The basic fee may be increased or decreased by an amount (the "adjustment
amount") determined according to a formula based on the Fund's performance in
relation to the Standard and Poor's 500 Composite Stock Index (the "Index"). A
period of 104 consecutive weeks is the full period over which performance is
computed. This period is a rolling period with each calendar week designated as
a subperiod, with the most recent subperiod substituted for the earliest
subperiod as time passes. The performance related portion of the fee is
computed over this rolling period, and the fee is payable quarterly.
This formula provides for an increase or decrease in the basic fee by an
"adjustment rate" equal to .05% per annum (.00096% per week) for each full two
percentage points that the Fund's investment performance (reflecting
reinvestment of cash distributions) for the 104 calendar week period preceding
the end of the week is better or worse respectively, than the investment record
of the Index (with cash distributions also reinvested) for the same period. The
maximum adjustment is .30% per annum (.00577% per week) for performance better
or worse than that of the Index by 12 percentage points or more.
The investment performance of the Fund for any period is equal to the
change in the Fund's net asset value per share during such period expressed as a
percentage of the Fund's net asset value per share at the beginning of such
period. The investment record of the Index for the same period is the change in
the level of the Index during such period expressed as a percentage of the Index
level at the beginning of the period. In both instances, the change in value
during the period is adjusted for the reinvestment of dividends and other
distributions having an ex-distribution date during the period as required by
applicable rules of the Securities and Exchange Commission. The adjustment
amount is determined by multiplying the adjustment rate for the period by the
average daily net asset value of the Fund during the subperiod over which
performance is being measured. The adjustment amount is accrued daily and paid
quarterly.
Because the adjustment to the basic fee rate is based on the comparative
performance of the Fund and the Index, the controlling factor is not whether
Fund performance is up or down per se, but whether it is up or down more or less
than the Index. Moreover, the comparative investment performance of the Fund is
based solely on the relevant performance period without regard to the cumulative
<PAGE>
performance over a longer or shorter period of time.
Markston has entered into a separate Service Agreement with the Fund and
MBL Life under which MBL Life furnishes, on a cost reimbursement basis,
investment advisory and other personnel, research and statistical facilities,
and services required by Markston in connection with its performance under the
Investment Advisory Agreement.
The Investment Advisory Agreement provides that Markston will bear total
annual expenses of the Fund (including the investment advisory fee, but not
including taxes and interest), which exceed 1.5% of the first $30 million of the
Fund's average daily net asset value and 1% of any amount in excess of $30
million.
During 1993, 1994 and 1995, respectively, Markston received from the Fund
advisory fees of $242,579, $187,295, and $130,570. Expenses did not exceed the
1 1/2% limitation in 1993, 1994, or 1995.
During 1993, and from January 1, 1994 through April 30, 1994, Markston
reimbursed Mutual Benefit Life $25,910 and $9,076, respectively, under the
Service Agreement. From May 1, 1994 through December 31, 1994 and 1995,
Markston reimbursed MBL Life $18,152 and $27,142, respectively, under the
Service Agreement.
The present Investment Advisory Agreement and Service Agreement were last
approved by the Fund's shareholders on April 12, 1995, and by the Fund's Board
of Directors on March 13, 1996. The Investment Advisory Agreement and Service
Agreement will continue from year to year, provided that such continuance is
approved at least annually (1) by the vote, at a meeting, of a majority of the
directors who are not parties to the Agreement or interested persons, as defined
in the Investment Company Act of 1940, of such parties and (2) by the Fund's
Board of Directors or by the vote of a majority of the outstanding voting
securities of the Fund. Each Agreement may be terminated at any time by the
Fund on written notice of not more than 60 days, nor less than 30 days, and
automatically terminates in the event of assignment. The Investment Advisory
Agreement may be terminated at any time by Markston on written notice to the
Fund of not less than one year.
Under a Distributor's Agreement, First Priority distributes the Fund's
shares on a best efforts basis. As distributor First Priority does not act as
the Fund's agent, but rather as principal which purchases securities from the
Fund and resells them for its own account. First Priority assumes certain
expenses in connection with the offering and sale of Fund shares, including the
expenses of printing and distributing Fund prospectuses and preparing, printing
and distributing advertising and sales literature (including copies of reports
to shareholders used as sales literature).
The Fund pays all corporate expenses incurred in its operation not assumed
by Markston or First Priority, including brokers' commissions; interest charges;
taxes and governmental fees attributable to transactions for the Fund; all other
applicable taxes arising out of the investment operations of the Fund, including
income and capital gains taxes, if any; expenses of the issue or redemption of
shares; expenses of registering or qualifying shares for sale; charges of
custodians (for custodial, bookkeeping, and daily share-pricing services),
transfer agents (including the cost of printing and
<PAGE>
mailing reports, proxy statements and notices to shareholders), and registrars;
costs of auditing and legal services provided by independent firms; and premiums
for investment company errors and omission insurance.
To the extent that any expenses are allocated between the Fund and any
other entity, the method of allocation is approved by the Fund's Board of
Directors.
Markston and First Priority perform similar services for MAP- Equity Fund,
a mutual fund whose shares are available for purchase by the general public.
First Priority serves as both investment adviser and distributor for MAP-
Government Fund, Inc., a money market fund, and for MBL Variable Contract
Account-7, a separate account of MBL Life, registered as an investment company.
Markston and First Priority provide investment advisory and distributor
services, respectively, to other entities.
In view of the terms and conditions of the Rehabilitation Plan,
applications for new contracts are currently not being accepted by the Separate
Accounts. Additional purchase payments under the existing VCA-2 Contracts are
now being accepted, and the Fund continues to issue shares with respect to
reinvestment of dividends and capital gain distributions, if any. Redemptions
from the Separate Accounts continue as requested. Sales of VCA-3 contracts were
discontinued in January 1985.
State Street Bank & Trust Company, P.O. Box 8500, Boston, Massachusetts
02266-8500 is custodian of the Fund's investment securities and other assets.
The Bank also serves as the Fund's transfer agent and dividend disbursing agent
through an affiliate, Boston Financial Data Services, Inc., Two Heritage Drive,
Quincy, Massachusetts 02171. In carrying out these functions, neither the Bank
nor its affiliate perform managerial or policymaking functions for the Fund.
BROKERAGE ALLOCATION
Markston makes decisions as to buying and selling investment securities.
In placing orders with brokers and dealers for the purchase and sale of the
Fund's investment securities, Markston seeks the best execution at the most
favorable prices, considering all of the circumstances. Purchases and sales of
securities in the over-the- counter market are transacted with principal market
makers, except where it is believed that better prices and executions are
available elsewhere. No broker or dealer affiliated with Markston will execute
portfolio transactions for the Fund.
While Markston does not intend to limit the placement of orders to any
particular broker, it generally gives preference to those brokers who are
believed to give best execution at the most favorable prices and who also
provide research and other brokerage services to Markston and the Fund.
Research services include written and oral advice, analyses and reports
concerning issuers, industries, securities, markets, economic factors and
trends, and portfolio strategy.
<PAGE>
Commissions charged to the Fund by brokers who provide these services have
been higher than commissions charged by those who do not provide them. These
higher commissions are paid only if Markston determines that they are reasonable
in relation to the value of the services provided and it has reported to the
Fund, on a periodic basis, to that effect. Markston investment personnel
determine the overall reasonableness of commissions paid by rating brokers on
such general factors as execution capabilities, quality of research and
financial condition, as well as the net results of specific transactions, taking
into account such factors as price, promptness, size of order and difficulty of
execution. To the extent that such services enable Markston to supplement its
own efforts, Markston will not incur expenses that it otherwise would be
required to bear under its Investment Advisory Agreement with the Fund. The
availability of those services was taken into account in establishing the
investment advisory fee. Markston has not entered into any agreement with
brokers whereby brokers pay designated fund expenses if brokerage commissions
generated by the Fund reach specified levels.
Markston does not purchase securities for the Fund from dealers in
principal transactions, including underwritten public offerings, with the
intention of receiving research, although Markston frequently receives the
standard published research of these dealers. Markston believes that the Fund
could receive no better prices, consistent with the best execution, for the
securities purchased, even if Markston were to receive no research.
Because Markston's personnel also provide investment advisory services to
MBL Life, MAP-Equity Fund, and other advisory clients, it may be difficult to
quantify the relative benefits received by the Fund and these other entities
from research provided by brokers.
The Fund paid total brokerage commissions of $31,889 in 1993 (on portfolio
transactions amounting to $23,946,799), of which approximately 20% was paid to
brokers that provided research, $40,390 in 1994 (on portfolio transactions
amounting to $33,392,566), of which approximately 14% was paid to brokers that
provided research, and $30,357 in 1995 (on portfolio transactions amounting to
$30,028,800), of which approximately 25% was paid to brokers that provided
research.
In light of the fact that Markston also serves as investment adviser to MBL
Life and MAP-Equity Fund and to other advisory clients that may or may not be
registered investment companies, securities of the same issuer may be included,
from time to time, in the portfolios of the Fund, MAP-Equity Fund, MBL Life, and
these other entities where it is consistent with their respective investment
objectives. If these entities desire to buy or sell the same portfolio security
at about the same time, combined purchases and sales are made and normally
allocated at the average price and as nearly as practicable on a pro-rata basis
in proportion to the amounts desired to be purchased or sold by each entity.
While it is conceivable that in certain instances this procedure, "bunching",
could adversely affect the price or number of shares involved in the Fund's
transaction, it is believed that the procedure generally contributes to better
overall execution of the Fund's portfolio transactions.
PERSONAL INVESTING
Personal Investing by Access Persons of the Fund is subject to the Fund's
Code of Ethics. Access Persons are permitted to trade for
<PAGE>
their own accounts subject to certain restrictions. "Access Person" means any
director, officer, general partner, and Investment Personnel of the Fund.
Investment Personnel, which include portfolio managers, securities analysts,
traders, and control persons of Markston, must preclear all trades.
Trading in a security is not permitted generally if an Access Person knows
or should have known at the time of trade that such security is being considered
for purchase or sale by the Fund, or is being purchased or sold by the Fund.
Generally, for Access Persons, personal investing is permitted if trades
are either 1) not on Markston's list of securities held by or under
consideration for purchase by the Fund ("Prior Approval List"), or 2)
precleared. Preclearance will be granted because the trade would be: (a) (i)
very unlikely to be harmful to the Fund, (ii) very unlikely to affect a highly
institutional market, (iii) clearly not related economically to the securities
to be purchased, sold or held by the Fund, (iv) outside a fifteen day window
consisting of seven days prior to trade date, the trade date, and seven days
thereafter; (v) in a large capitalization company (Standard & Poor's 100), which
transaction would provide a minimal potential for conflict, or (vi) at a price
which is not more favorable than that obtained by the Fund; or (b) in an
aggregate amount of $5,000 or less within any three month period in securities
of a company with a very large market capitalization and high average daily
trading volume. Access Persons must seek preclearance for trades which appear on
the Prior Approval List and which are otherwise prohibited or not otherwise
exempt as set forth in the Fund's Code of Ethics.
All Access Persons must report all trades subject to the Code of Ethics on
a quarterly basis. Access Persons who violate the Code of Ethics are subject to
sanctions as the Board of Directors deems appropriate, and any profits realized
on trades in violation of the Code of Ethics must be disgorged to the Fund or to
charity.
PURCHASE, REDEMPTION AND PRICING OF SECURITIES
The purchase and redemption of Fund shares is described in the Prospectus.
Shares of the Fund are available for purchase by separate accounts of any life
insurance company.
Shares are purchased and redeemed at the Fund's net asset value per share
which is calculated by dividing the value of the Fund's investment securities,
plus cash and all other assets, less all liabilities, by the number of Fund
shares outstanding. The value of the Fund's investment securities is determined
as follows:
1. securities traded on a national securities exchange are valued at the
last sale price, on such securities exchange, on the day the valuation
is being computed;
2. securities traded on a national securities exchange for which there is
no sale on that day and securities traded over-the-counter are valued
at the last bid price; and
3. securities for which there are no readily available market quotations
and all other assets are valued at fair value by, or under authority
delegated by, the Fund's Board of Directors. In determining the value
of "restricted"
<PAGE>
securities, suitable recognition will be given to such factors as the
amount of the discount at which the securities were acquired, the
extent of the Fund's right to require registration under the
Securities Act of 1933 and the provisions as to payment of costs of
such registration, the nature of the market, if any, in which the
securities are traded, the amount of the floating supply of the
securities, and the prospects of the company issuing the securities.
Notwithstanding the foregoing, all debt securities having a remaining
maturity of 60 days or less are valued under the amortized cost method of
valuation. Under this method, securities are initially valued at their
acquisition date (or the date on which they first have a maturity of 60 days or
less), and their subsequent value is based on such initial value, assuming a
constant accretion of a discount or amortization of a premium to maturity,
regardless of any subsequent minor fluctuations in the market value of the
security.
TAXES
Shares of the Fund are offered only to the Separate Accounts that fund
annuity contracts. See the prospectus related to the annuity contracts for a
discussion of the special taxation of insurance companies with respect to the
Separate Accounts and of the annuity contracts, and the holders thereof.
The Fund intends to qualify and to continue to qualify as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
(the "Code"). In order to qualify for that treatment, the Fund must distribute
to its shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short-term
capital gain, and net gains from certain foreign currency transactions
("Distribution Requirement") and must meet several additional requirements: (1)
The Fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of securities or foreign currencies, or other
income (including gains from options, futures, or forward contracts) derived
with respect to its business of investing in securities or those currencies
("Income Requirement"); (2) The Fund must derive less than 30% of its gross
income each taxable year from the sale or other disposition of securities, or
any of the following, that were held for less than three months -- options,
futures or forward contracts (other than those on foreign currencies), or
foreign currencies (or options, futures or forward contracts thereon) that are
not directly related to the Fund's principal business of investing in securities
(or options and futures with respect thereto) ("Short-Short Limitation"); (3) At
the close of each quarter of the Fund's taxable year, at least 50% of the value
of its total assets must be represented by cash and cash items, U.S. Government
securities, securities of other RIC's, and other securities that, with respect
to any one issuer, do not exceed 5% of the value of the Fund's total assets and
that do not represent more than 10% of the outstanding voting securities of the
issuer; and (4) At the close of each quarter of the Fund's taxable year, not
more than 25% of the value of its total assets may be invested in securities
(other than U.S. Government securities or the securities of other RIC's) of any
one issuer.
<PAGE>
As noted in the Prospectus, the Fund must, and intends to, comply with the
diversification requirements imposed by Section 817(h) of the Code and the
regulations thereunder. These requirements, which are in addition to the
diversification requirements mentioned above, place certain limitations on the
proportion of the Fund's assets that may be represented by any single investment
(which includes all securities of the same issuer). For these purposes, each
U.S. Government agency or instrumentality is treated as a separate issuer. For
information concerning the consequences of failure to meet the requirements of
Section 817(h), see the respective prospectuses for the Separate Accounts.
The Fund will not be subject to the 4% Federal excise tax imposed on RICs
that do not distribute substantially all their income gains each calendar year
because that tax does not apply to a RIC whose only shareholders are segregated
asset accounts of life insurance companies held in connection with variable
annuity contracts and/or variable life insurance policies.
Dividends and interest received by the Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains in
respect to investments by foreign investors.
The foregoing is only a general summary of some of the important Federal
income tax considerations generally affecting the Fund and its shareholders. No
attempt is made to present a complete explanation of the Federal tax treatment
of the Fund's activities, and this discussion and the discussion in the
prospectuses and/or statements of additional information for the Separate
Accounts are not intended as a substitute for careful tax planning.
Accordingly, potential investors are urged to consult their own tax advisors for
more detailed information and for information regarding any state, local, or
foreign taxes applicable to the annuity contracts and the holders thereof.
<PAGE>
FINANCIAL STATEMENTS
The Fund incorporates by reference into this Statement of Additional
Information the Financial Statements, including the Schedule of Portfolio
Investments and Financial Highlights, and the Report of Independent Accountants
thereon contained in its 1995 Annual Report to Shareholders.
Copies of the Fund's financial statements are mailed to each shareholder
and Separate Account Participant semiannually. The Fund's annual financial
statements are audited by a firm of independent accountants. The firm of Price
Waterhouse LLP has been selected to audit the Fund's financial statements for
the current fiscal year. The Fund will furnish, without charge, an additional
copy of the Annual Report upon request made to: Pension and Investment
Products, MBL Life Assurance Corporation, 520 Broad Street, Newark, New Jersey,
07102-3111, Attn: MBL GROWTH FUND, INC., or by telephoning 1-800-435- 3191.
ADDITIONAL INFORMATION
This Statement of Additional Information, and the Prospectus to which it
relates, omit some information contained in the registration statement filed
with the Securities and Exchange Commission, Washington, D.C. Copies of such
information may be obtained from the Commission upon payment of the prescribed
fees.
<PAGE>
MBL GROWTH FUND, INC.
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS & EXHIBITS:
(a) Financial Statements filed pursuant to Item 23 of Part B:
The following Financial Statements are incorporated into Part B of this
Registration Statement by reference to the Annual Report to Shareholders
dated December 31, 1995, as filed with the Commission pursuant to Rule
30b2-1 under the Investment Company Act of 1940 on February 28, 1996
(Accession No. 0000912057-96- 003203).
Report of Independent Accountants
Statement of Assets and Liabilities as of December 31, 1995
Statement of Operations, Year Ended December 31, 1995
Statement of Changes in Net Assets, for Each of the Two
Years in the Period Ended December 31, 1995
Schedule of Portfolio Investments, December 31, 1995
Financial Highlights for Each of the Ten Years
in the Period Ended December 31, 1995
(b) Exhibits *
(1) Articles of Incorporation, as amended, incorporated by reference
to earlier filing on November 2, 1982, SEC File No. 2-80164, Form
N-1.
(2) By-Laws, as amended, incorporated by reference to earlier filing
on April 28, 1989, SEC File No. 2- 96199, Exhibit (2) of Post-
Effective Amendment #5 to Form N-1A.
(3) Not applicable.
(4) Stock Certificate, incorporated by reference to earlier filing on
November 2, 1982, SEC File No. 2- 80164, Form N-1.
(5) (a)(i) Investment Advisory Agreement, dated April 25, 1983,
between the Registrant and Markston International, Inc. and
amended December 31, 1987 and October 16, 1991, between the
Registrant and Markston Investment Management as successor to
Markston International, Inc., incorporated by reference to
earlier filing on April 30, 1992, SEC File No. 2- 96199, Exhibit
(5)(a) of Post-Effective Amendment # 8 to Form N-1A.
(5) (a)(ii) Amendment to Investment Advisory Agreement, dated
February 9, 1995 and effective April 12, 1995, incorporated by
reference to earlier filing on April 27, 1995, SEC File No 2-
96199, Exhibit (5)(a)(ii) of Post-Effective Amendment #11 to Form
N-1A.
<PAGE>
(5) (b) Service Agreement, dated April 29, 1994, among the
Registrant, Markston Investment Management, and MBL Life
Assurance Corporation, incorporated by reference to earlier
filing on April 29, 1994, SEC File No 2- 96199, Exhibit (5)(b) of
Post-Effective Amendment #10 to Form N-1A.
(6) Distributor's Agreement, dated April 29, 1994, between the
Registrant and First Priority Investment Corporation,
incorporated by reference to earlier filing on April 29, 1994,
SEC File No 2-96199, Exhibit (5)(b) of Post-Effective Amendment
#10 to Form N-1A.
(7) Not applicable.
(8) Custodian Fee Schedule, revised December 18, 1992, to the
Custodian Agreement between Registrant and State Street Bank and
Trust Company dated March 4, 1988, incorporated by reference to
earlier filing on April 29, 1988, SEC File No. 2-96199, Exhibit
(8) of Post- Effective Amendment #4 to Form N-1A. Revision dated
December 18, 1992, incorporated by reference to earlier filing on
April 30, 1993, SEC File No. 2- 96199, Exhibit (8) of Post-
Effective Amendment #9 to Form N-1A.
(9) Fee Information for Services as Plan, Transfer, and Dividend
Disbursing Agent to the Transfer Agent Agreement between
Registrant and State Street Bank and Trust Company dated March 4,
1988, as amended February 3, 1992, incorporated by reference to
earlier filing on April 30, 1992, SEC File No. 2-96199, Exhibit
(9) of Post-Effective Amendment # 8 to Form N-1A.
(10) Opinion Letter of Counsel, incorporated by reference to earlier
filing on December 10, 1982, SEC File No. 2-80164, Pre-Effective
Amendment #1 to Form N-1.
(11) Consent of Price Waterhouse LLP, Independent Accountants.
(12) Not applicable.
(13) Investment Letter of Mutual Benefit Life, incorporated by
reference to earlier filing on December 10, 1982, SEC File No. 2-
80164, Pre-Effective Amendment #1 to Form N-1.
(14) Not applicable.
(15) Not applicable.
(16) Price Make-up Sheet. **
(27) Financial Data Schedule.
---------------------------------------------------------------------------
* Page numbers inserted in manually signed copy only.
** Incorporated by reference to the 1995 Annual Report
to Shareholders.
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Title of Class Number of Record Holders
Common Stock As of April 1, 1996: 4
ITEM 27. INDEMNIFICATION.
(a) Insurance Policies:
The Registrant maintains investment errors and omissions insurance
covering those directors who are not interested persons of the
Registrant. This policy, subject to the terms and conditions of the
policy, protects those directors from legal liabilities and expenses
which they may incur as a result of claims for breach of duty,
negligent acts, errors, omissions, misstatements or misleading
statements committed or alleged to have been committed by them in
their capacity as directors of the Registrant. The policy, subject to
the terms and conditions of the policy, would also insure the
Registrant. The policy excludes expenses and liabilities based upon,
among other things, any claim alleging dishonesty or fraudulent acts
or omissions, or any criminal or malicious acts or omissions. The
limits on the policy are $2,000,000 each wrongful act and $2,000,000
aggregate. Notwithstanding any agreement or document to the contrary,
the Registrant undertakes not to insure any director for any
liability, the insurance of which has been determined to be prohibited
under the federal securities laws.
The Registrant is the joint owner of the policy with MAP- Equity Fund,
MAP-Government Fund, Inc., and MBL Variable Contract Account-7, and
the premiums are divided based on the proportion of each entity's net
assets to the total net assets of all the joint insureds.
The Registrant also maintains an Investment Companies Blanket Bond
covering the Registrant against larceny and embezzlement committed by
any director, officer, or employee of the Registrant or its adviser
who may have access to securities or funds of the Registrant.
(b) Maryland Law and By-Law Provision:
Set forth below is a composite summary of the general effect of
applicable provisions of Maryland law and the Registrant's By-Laws
regarding indemnification of and advancement of legal expenses to the
Registrant's officers and directors (collectively, "Indemnitees").
The Registrant shall indemnify any Indemnitee who is or is threatened
to be made, a party to any legal proceeding by
<PAGE>
reason of his service to the Registrant, if the Indemnitee (1) acted
in good faith; (2) reasonably believed (a) that his conduct was in the
Registrant's best interest, or (b), if the conduct was not in an
official capacity, that the conduct was at least not opposed to the
best interests of the Registrant; (3) in the case of any criminal
proceedings, had no reasonable cause to believe that the conduct was
unlawful; (4) in any proceeding by or in the right of the Registrant,
is not adjudged to be liable to the Registrant; and (5) in any
proceeding charging improper personal benefit, is not adjudged to be
liable on the basis that personal benefit was improperly received.
Such indemnification shall be made against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the
Indemnitee, except that in the case of an action by or in the right of
the Registrant, such indemnification shall be limited to reasonable
expenses only.
The determination whether the Indemnitee has met the foregoing
standards shall be made (1) by a majority vote of a quorum of the
Board of Directors consisting of directors not, at the time, parties
to the proceeding; (2) if such a quorum cannot be obtained, by a
majority vote of a committee of the Board of Directors consisting
solely of two or more directors (a) not at the time parties to the
proceeding and (b) duly designated to act in the matter by a majority
vote of the entire Board of Directors (including any parties to the
proceeding); (3) by special legal counsel selected by a majority vote
of (a) a quorum of the Board of Directors consisting of directors not,
at the time, parties to the proceeding, (b) a committee of the Board
selected as set forth in (2) above, or (c) if the requisite quorum of
the Board cannot be obtained and the committee cannot be established,
the entire Board, in which directors who are parties may participate;
or (4) by majority vote of all the shares of the capital stock of the
Registrant at the time outstanding and entitled to vote, except that
shares held by any Indemnitees who are parties to the proceeding may
not be voted.
In advance of the final disposition of any proceeding, after a
determination as provided in the preceding paragraph that the facts
then known do not show that the Indemnitee has not met the standards
of indemnification set forth above, the Registrant shall pay or
reimburse reasonable expenses incurred by an Indemnitee party to a
proceeding upon receipt of (1) a written affirmation by the Indemnitee
of his good faith belief that he has met the standards for
indemnification and (2) a written undertaking, in the form of an
unsecured unlimited general obligation by or on behalf of the
Indemnitee, to repay the amount advanced, if it is ultimately
determined that he did not meet such standards.
The Registrant may also, in its discretion, indemnify or advance
expenses to any officer who is not a director, or any other agent or
employee of the Registrant, in which case the foregoing standards,
procedures or limitations may or may not be observed.
<PAGE>
Nevertheless, notwithstanding any of the foregoing, except as provided
by the statutory provisions referred to below, no indemnification
shall be made to any director or officer against any liability to the
Registrant or its security holders to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties involved in the conduct of
his or her office ("Disabling Conduct"). The means for determining
whether indemnification shall be (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the
Indemnitee was not liable by reason of Disabling Conduct, or (ii) in
the absence of such a decision a reasonable determination, based upon
a review of the facts, that the Indemnitee was not liable by reason of
Disabling Conduct, by (a) the vote of a majority of a quorum of
Directors who are neither "interested persons" of the Registrant nor
parties to the proceeding ("Disinterested Non-Party Directors"), or
(b) an independent legal counsel in a written opinion. Furthermore, no
advancement of monies for the defense of a proceeding brought against
a director or officer of the Registrant shall be made unless (1) such
advance is limited to attorney's fees or other expenses incurred or to
be incurred in defending the proceeding, (2) an undertaking is
furnished by or on behalf of the Indemnitee to repay the advance
unless it is ultimately determined that he or she is entitled to
indemnification, and (3) the Indemnitee complies with at least one of
the following conditions: (a) the Indemnitee shall provide a security
for his undertaking, (b) the Registrant shall be insured against
losses arising by reason of any lawful advances, or (c) a majority of
a quorum of the Disinterested Non-Party Directors, or an independent
legal counsel in a written opinion, shall determine, based on a review
of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Indemnitee ultimately will be
found entitled to indemnification.
The applicable Maryland statute further provides that an Indemnitee
shall be indemnified (1) against the reasonable expenses of defending
any proceeding which he is wholly successful in defending, and (2) to
such further extent as a court may deem fair and reasonable under the
circumstances, provided that, in the latter case, the indemnification
shall be limited to expenses if the proceeding is by or in the right
of the Registrant, or if the Indemnitee has been adjudged liable on
the basis of improper receipt of personal benefit.
(c) Distributor's Agreement:
Under the Distributor's Agreement between the Registrant and First
Priority Investment Corporation ("First Priority"), First Priority
agrees to indemnify the Registrant and its officers and directors and
controlling persons from all liabilities and expenses arising out of
certain actual or alleged material misstatements or other mistakes,
negligence or willful misconduct of First Priority, or any of its
agents or employees in connection with sales of the Registrant'
shares.
<PAGE>
(d) Undertaking:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act, and will be
governed by the final adjudication of such issue.
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See "Management" in the Prospectus constituting Part A of this Registration
Statement and "Investment Advisory and Other Services" in the Statement of
Additional Information constituting Part B, for a description of Markston
Investment Management ("Markston") (Registrant's investment adviser) and
its business.
The Members of the Management Committee of the Investment Adviser are as
follows:
Other Substantial Business,
Profession, Vocation or
Employment within Past Two
Name Years
* Kathleen M. Koerber Executive Vice President -
MBL Life Assurance Operations and Chief Operating
Corporation ("MBL Life") Officer, MBL Life; Director,
520 Broad Street First Priority.
Newark, NJ 07102
* Robert T. Budwick Executive Vice President -
MBL Life Chief Investment Officer, MBL Life;
520 Broad Street Director and Chief Investment
Newark, NJ 07102 Officer, First Priority.
* Eugene J. Ciarkowski Vice President - Securities
MBL Life Investment, MBL Life since 1994,
520 Broad Street prior thereto Vice President -
Newark, NJ 07102 Subsidiary Operations, Mutual
Benefit Life; Director, First
Priority.
Michael J. Mullarkey Managing Partner, Markston;
Markston International, Inc. Director and Executive Vice
1 North Lexington Ave. President, Markston International,
White Plains, New York 10601 Inc.
John R. Stone Managing Partner, Markston;
Markston International, Inc. Director and President, Markston
1 North Lexington Ave. International, Inc.
White Plains, New York 10601
* William G. Clark Senior Vice President, Pension
MBL Life and Investment Products, MBL
520 Broad Street Life; President and Director, First
Newark, NJ 07102 Priority.
- ---------------
* Prior to May 1, 1994, each individual maintained a similar position and/or
title with Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit Life"), as he or she now holds with MBL Life.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) First Priority, Registrant's exclusive distributor, also serves as
principal underwriter for the following registered investment companies:
MAP-Equity Fund, MAP-Government Fund, Inc., and MBL Variable Contract
Account-7; and for the following unit investment trusts: MBL Variable
Contract Account-2 and MBL Variable Contract Account-3. First Priority
also serves as investment adviser for MAP-Government Fund, Inc. and MBL
Variable Contract Account-7.
(b) Information regarding First Priority's officers and directors:
Name and Principal Positions with Position with
Business Address* First Priority Registrant
------------------ -------------- -------------
William G. Clark Director and President ----
Robert T. Budwick Director and Chief ----
Investment Officer
Frank D. Casciano Director, Vice President ----
and General Counsel
Eugene J. Ciarkowski Director Director and
President
Kathleen M. Koerber Director Director,
Executive Vice
President
Alan J. Bowers Director ----
Albert W. Leier Director, Vice Vice President
President and and Treasurer
Treasurer
Judith C. Keilp Vice President and Vice President
Secretary and Secretary
Christopher S. Auda Vice President ----
James Switlyk Second Vice President ----
(c) None
-------------------------------
* All the individuals named above maintain offices at
520 Broad Street, Newark, New Jersey 07102.
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder are maintained at the offices of Registrant and
Registrant's Custodian, State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110, or the Registrant's
Distributor, First Priority Investment Corporation, 520 Broad Street,
Newark, New Jersey 07102.
ITEM 31. MANAGEMENT SERVICES.
Other than as set forth under the caption "Management" in the
Prospectus constituting Part A of this Registration Statement and
under the caption "Investment Advisory and Other Services" in the
Statement of Additional Information constituting Part B, Registrant is
not a party to any management-related service contract.
ITEM 32. UNDERTAKINGS.
The Registrant undertakes to furnish to each person to whom a
prospectus is delivered, without charge, a copy of the Annual Report
to Shareholders, upon request made to: First Priority Investment
Corporation, 520 Broad Street, Newark, New Jersey 07102, ATTN: MBL
GROWTH FUND, INC., or by telephoning 1-800-559-5535.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Newark, and State of
New Jersey, on the 25th day of April, 1996, and certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933.
MBL GROWTH FUND, INC.
(Registrant)
By: EUGENE J. CIARKOWSKI
Eugene J. Ciarkowski, President
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
EUGENE J. CIARKOWSKI President and April 25, 1996
(Eugene J. Ciarkowski) Director (Principal
Executive Officer)
KATHLEEN M. KOERBER Executive Vice April 25, 1996
(Kathleen M. Koerber) President & Director
HORACE J. DEPODWIN Director April 25, 1996
(Horace J. DePodwin)
HERBERT M. GROCE, JR. Director April 25, 1996
(Herbert M. Groce, Jr.)
JEROME M. SCHECKMAN Director April 25, 1996
(Jerome M. Scheckman)
ALBERT W. LEIER Vice President and April 25, 1996
(Albert W. Leier) Treasurer (Principal
Financial and Accounting
Officer)
<PAGE>
MBL GROWTH FUND, INC.
EXHIBIT INDEX
EXHIBIT
(11) - Report and Consent of Price Waterhouse LLP,
Independent Accountants.
(27) - Financial Data Schedule.
<PAGE>
Exhibit (11)
Consent of Independent
We hereby consent to the incorporation be reference in the Prospectus and
Statement of Additional Information constituting parts of the Post-Effective
Amendment No. 12 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 13, 1996, relating to the financial
statements and financial highlights appearing in the December 31, 1995 Annual
Report to Shareholders of the MBL Growth Fund, Inc., which are also incorporated
by reference into the Registration Statement. We also consent to the reference
to us under the heading "Financial Statements" in the Statement of Additional
Information.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
April 25, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE ANNUAL REPORT OF MBL GROWTH FUND, INC. DATED DECEMBER 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000708952
<NAME> MBL GROWTH FUND, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
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