As filed with the Securities and Exchange Commission on April 29, 1997
SEC File Nos. 2- 96199
811-3593
_________________________________________________________________
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. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 17 [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 1-800-435-3191
KATHLEEN M. KOERBER
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, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
This filing shall become effective on May 1, 1997, pursuant to
Rule 485(b) under the Securities Act of 1933.
_______________________________________________________
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 20, 1997.
MBL GROWTH FUND, INC.
_________________________________________________________________
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 Heading in Prospectus
1 Cover Page
2 Fee Table
3 Financial Highlights
4 General Description of Registrant;
Investment Policies
5 Management
6 Rights accompany Fund shares;
Cover Page; Tax Considerations
7 How to purchase and redeem Fund shares.
How the net asset value is determined.
8 How to purchase and redeem Fund shares.
9 *
_________________________________________________________________
* Indicates inapplicable or negative.
MBL GROWTH FUND, INC.
MBL Life Assurance Corporation
520 Broad Street, Newark, New Jersey 07102
May 1, 1997
MBL Growth Fund, Inc. (the "Fund") is an open-end,
diversified management investment company, whose primary
investment objective is long-term appreciation of capital. It
seeks to achieve this objective 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.
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, 1997.
TABLE OF CONTENTS
Page
FEE TABLE 3
FINANCIAL HIGHLIGHTS 4
GENERAL DESCRIPTION OF REGISTRANT 5
INVESTMENT POLICIES
Objectives 5
Investments 6
MANAGEMENT 7
SHARES
How to purchase and redeem Fund shares. 8
How the net asset value is determined. 9
Rights accompanying Fund shares. 10
TAX CONSIDERATIONS 11
STATEMENT OF ADDITIONAL INFORMATION
Table of Contents 12
MBL GROWTH FUND, INC.
Fee Table
The purpose of the Fee Table below is to help owners of
group and individual variable annuity 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 and contract owners.
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 (1996)
(As a Percentage of Average Net Assets)
Management fees .44%
Other expenses .39%
Total .83%
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:
1 Year 3 Years 5 Years 10 Years
$8 $26 $46 $103
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.
FINANCIAL HIGHLIGHTS
Selected data for each share of capital stock outstanding throughout
the years indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $10.27 $ 8.36 $ 9.55 $ 9.36 $11.00 $15.45 $17.18 $14.06 $11.69 $14.28
Net investment income 0.23 0.26 0.21 0.17 0.31 0.66 0.56 0.44 0.46 0.41
Net realized and unrealized gain
(loss) on investments. 2.24 2.59 (0.01) 1.10 1.25 2.72 (1.46) 3.57 2.735 (0.45)
Net increase (decrease) in net
assets from operations 2.47 2.85 0.20 1.27 1.56 3.38 (0.90) 4.01 3.195 (0.04)
Dividends from net investment income (0.24) (0.26) (0.21) (0.17) (0.31) (0.66) (0.58) (0.47) (0.44) (0.59)
Distributions from net realized gain
from security transactions (1.82) (0.68) (1.18) (0.91) (2.89) (7.17) (0.25) (0.42) (0.385) (1.96)
Total Distributions (2.06) (0.94) (1.39) (1.08) (3.20) (7.83) (0.83) (0.89) (0.825) (2.55)
Net Asset Value, End of Year $10.68 $10.27 $ 8.36 $ 9.55 $ 9.36 $11.00 $15.45 $17.18 $14.06 $11.69
Total Return 24.57 % 34.75 % 2.13 % 13.77 % 14.67 % 22.71 % -5.33 % 28.51 % 27.61 % -2.10 %
Ratios/Supplemental Data:
Net Assets, End of Year (thousands) $45,992 $40,151 $32,000 $35,864 $33,685 $37,523 $59,108 $56,805 $40,166 $31,506
Ratio of Expenses to Average
Net Assets 0.83 % 0.86 % 1.13 % 1.20 % 0.99 % 0.57 % 0.68 % 1.06 % 0.94 % 0.73 %
Ratio of Net Investment Income to
Average Net Assets 2.07 % 2.73 % 2.15 % 1.67 % 2.39 % 3.26 % 3.62 % 2.80 % 3.39 % 3.05 %
Portfolio Turnover Rate 65.37 % 47.49 % 78.29 % 47.46 % 48.10 % 33.74 % 7.11 % 14.69 % 19.43 % 18.81 %
Average Commission Rate Paid $ 0.0250 --- --- --- --- --- --- --- --- ---
</TABLE>
See notes to financial statements.
The information for the five years ended December 31, 1996 in the table
above is taken from the Fund's audited financial statements, which have
been incorporated by reference into the Fund's Statement of Additional
Information from the Fund's 1996 Annual Report. Further information about
the Fund's performance is also contained in the Annual Report. The Fund
will furnish without charge, an additional copy of the Fund's 1996 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, 1997, 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
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.
Investments
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
exchangeable 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.
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.
There may be periods during which the Fund's investment
adviser has determined that investment opportunities in the
equity markets are diminished (due to either fundamental changes
in those markets or an anticipated general decline in the value
of equity securities). To the extent that the investment adviser
believes it would best achieve the Fund's objectives, the Fund
may adopt without limitation 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 the Fund's investment adviser 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 the
investment adviser 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".
MANAGEMENT
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 1996, Markston
received from the Fund an advisory fee of .44% 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,
1996, including advisory fees, were .83% 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 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 to purchase and redeem Fund shares.
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.
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 the net asset value is determined.
The net asset value of Fund shares is computed 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".
Rights accompaning 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.
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 shareholder meetings 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 have the right to receive stock certificates,
but 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.
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.
STATEMENT OF ADDITIONAL INFORMATION
Page
Table of Contents
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 11
Purchase, Redemption and Pricing of Securities 12
Taxes 13
Financial Statements 14
Additional Information 14
FOR FURTHER INFORMATION CONCERNING THE FUND, PLEASE CONSULT THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1997.
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, L.L.P.
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.
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 1996 Annual Report to Shareholders.
MBL GROWTH FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1997
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, 1997. A copy of the Prospectus may be obtained from
MBL Life Assurance Corporation ("MBL Life"). 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. . . . . . . . . . . . 11 -
Purchase, Redemption and
Pricing of Securities . . . . . . . . . 12 5
Taxes . . . . . . . . . . . . . . . . . . 13 7
Financial Statements. . . . . . . . . . . 14 -
Additional Information. . . . . . . . . . 14 -
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.
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 Banking and 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, 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,
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.
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:
* + Kathleen M. Koerber, President and Director
520 Broad Street
Newark, New Jersey 07102-3111
Executive Vice President - Operations and Chief
Operating Officer, MBL Life since September 1991;
Director, First Priority Investment Corporation ("First
Priority"); Member of the Management Committee of
Markston Investment Management ("Markston").
* + William G. Clark, Executive Vice President and Director
520 Broad Street
Newark, New Jersey 07102-3111
Senior Vice President - Pension and Investment
Products, MBL Life since 1995, prior thereto Vice
President - Group Pension Operations; Director and
President, 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 Most Reverend, Archbishop of the Diocese of
St. Paul, Metropolitan of the Anglican Rite, Synod of
the Americas, The Holy Catholic Church as of November,
1996; prior thereto 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.
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; 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.
* Interested person of the Fund. Prior to May 1, 1994, each
individual maintained a similar position and/or title with The
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit Life") that he or she now holdes with MBL Life.
+ Member of the Executive Committee.
All of the above-named directors and officers serve in the
same capacities for MAP-Equity Fund and MAP-Government Fund, Inc.
Mr. Scheckman also serves as a Member of the Management
Committee of the MBL Variable Contract Account-7, a managed
separate account sponsored by MBL Life.
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 1996 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., $2,100 $6,300
Director
Jerome M. Scheckman, $2,100 $8,700
Director
As of the date of this Statement of Additional Information,
the directors and officers of the Fund each 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, 1997, MBL Life owned
beneficially and of record 2% of the shares of the Fund. As of
April 1, 1997, VCA-2 owned beneficially and of record 92% 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, 1997, VCA-3 owned beneficially and of
record 6% 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, "Rights
accompanying Fund shares".
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 daily net assets, .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) is better or worse respectively, than the
investment record of the Index (with cash distributions also
reinvested) for the 104 calendar week 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.
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 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.
During 1994, 1995, and 1996 respectively, Markston received
from the Fund advisory fees of $187,295, $130,570, and $181,194.
From January 1, 1994 through April 30, 1994, Markston
reimbursed Mutual Benefit Life $9,076, under the Service
Agreement. From May 1, 1994 through December 31, 1994 and 1995
and 1996, Markston reimbursed MBL Life $18,152, $27,142, and
$20,859, 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 February 13,
1997. 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 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 distribution
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 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.
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.
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. Markston will not use broker
commissions to offset business operating expenses. 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 $40,390 in 1994
(on portfolio transactions amounting to $33,392,566), of which
approximately 14% was paid to brokers that provided research,
$30,357 in 1995 (on portfolio transactions amounting to
$30,028,800), of which approximately 25% was paid to brokers that
provided research, and $33,328 in 1996 (on portfolio transactions
amounting to $36,324,947), of which approximately 20% 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 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" 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.
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.
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 contained in its 1996
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.
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, 1996, as
filed with the Commission pursuant to Rule 30b2-1 under the
Investment Company Act of 1940 on February 27, 1997
(Accession No. 0000708952-97-000002).
Report of Independent Accountants
Statement of Assets and Liabilities as of December 31, 1996
Statement of Operations, Year Ended December 31, 1996
Statement of Changes in Net Assets, for Each of the Two
Years in the Period Ended December 31, 1996
Schedule of Portfolio Investments, December 31, 1996
Financial Highlights for Each of the Ten Years
in the Period Ended December 31, 1996
(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.
(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 1996 Annual Report
to Shareholders.
Item 25. Persons Controlled by or under Common Control with
Registrant.
Shares of the Registrant are sold to and owned by MBL
Variable Contract Account-2 and MBL Variable Contract
Account-3, sponsored by MBL Life Assurance Corporation
("MBL Life"), to fund benefits under certain variable
annuity contracts issued by it.
MBL Life is a stock life insurance company organized
under the laws of New Jersey. The voting stock of MBL
Life was transferred to a Stock Trust established by
the Plan having the Commissioner of Banking and
Insurance of the State of New Jersey, as Trustee. The
Trust will terminate no later than December 31, 1999.
Pursuant to a settlement agreement, an Order was issued
on January 9, 1997 ending all Plan-related litigation,
and awarding 30% of the value of the Trust at its
termination to eligible MBL Life policyholders, and 70%
to the Class Four Creditors (as defined in the Plan) of
Mutual Benefit Life.
As of April 1, 1997, those persons under common control
with MBL Life are illustrated by the chart on the
following page.
All corporations are organized under the laws of New
Jersey except where a different state is indicated.
Item 26. Number of Holders of Securities.
(1) (2)
Title of Class Number of Record Holders
Common Stock As of April 1, 1997: 4
[The following page contains an organizational
diagram of the direct and indirect subsidiaries of MBL
Life and the mutual funds sponsored by MBL Life. The
diagram indicates the states of incorporation for each
entity and the percentage of voting securities
controlled by MBL Life.]
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 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.
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.
(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.
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
520 Broad Street Life; Director and Chief
Newark, NJ 07102 Investment Officer, First
Priority.
Michael J. Mullarkey Managing Partner, Markston;
Markston International, Inc. Director and Executive Vice
1 North Lexington Ave. President, Markston
White Plains, New York 10601 International, 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,
Newark, NJ 07102 First Priority.
_________________________
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 Director and
Executive Vice
President
Robert T. Budwick Director and Chief ----
Investment Officer
Frank D. Casciano Director, Vice President ----
and General Counsel
Kathleen M. Koerber Director Director, and
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.
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-
800-435-3191.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that it meets the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City
of Newark, and State of New Jersey, on the 28th day of April,
1997.
MBL GROWTH FUND, INC.
(Registrant)
By: KATHLEEN M. KOERBER
Kathleen M. Koerber, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
KATHLEEN M. KOERBER President and April 28, 1997
(Kathleen M. Koerber) Director (Principal
Executive Officer)
WILLIAM G. CLARK Executive Vice April 28, 1997
(William G. Clark) President & Director
HORACE J. DEPODWIN Director April 28, 1997
(Horace J. DePodwin)
HERBERT M. GROCE, JR. Director April 28, 1997
(Herbert M. Groce, Jr.)
JEROME M. SCHECKMAN Director April 28, 1997
(Jerome M. Scheckman)
ALBERT W. LEIER Vice President April 28, 1997
(Albert W. Leier) and Treasurer
(Principal Financial
and Accounting Officer)
MBL GROWTH FUND, INC.
EXHIBIT INDEX
Exhibit
(11) - Report and Consent of
Price Waterhouse LLP, Independent
Accountants.
(27) - Financial Data Schedule.
Exhibit (11)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus and Statement of Additional Information constituting
parts of this Post-Effective Amendment No. 13 to the registration
statement on Form N-1A (the "Registration Statement") of our
report dated February 10, 1997, relating to the financial
statements and financial highlights appearing in the December 31,
1996 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 references to us under the
heading "Financial Highlights" in the Prospectus and 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 29, 1997
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
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QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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