<PAGE>
NEW ENGLAND ZENITH FUND
SUPPLEMENT DATED MAY 1, 1995
TO PROSPECTUS DATED MAY 1, 1995
PAST PERFORMANCE OF CERTAIN SUBADVISERS
INVESTMENT ADVISERS' PERFORMANCE DATA
The performance information outlined below relates to all of the accounts,
including mutual funds, managed by the subadvisers of the Alger Equity Growth
Series, Draycott International Equity Series, Loomis Sayles Balanced Series,
Venture Value Series, Salomon Brothers Strategic Bond Opportunities Series and
Salomon Brothers U.S. Government Series that have investment objectives and
policies substantially similar to the respective Series that they manage. THE
FOLLOWING INFORMATION HAS NOT BEEN ADJUSTED TO REFLECT ANY OF THE CHARGES
ASSESSED AGAINST THE INSURANCE COMPANY SEPARATE ACCOUNTS FOR WHICH THE
FOLLOWING SERIES MAY SERVE AS AN INVESTMENT VEHICLE. IF THESE CHARGES WERE
INCLUDED, THE RESULTS WOULD BE LOWER. Each subadviser believes that the
differences between the size of the accounts that it manages and the expected
size of the Series it manages, that has substantially similar investment
objectives and policies as the accounts, do not affect the relevance of the
information shown below to prospective purchasers of insurance contracts for
which the Series may serve as an investment vehicle. The information below
does not represent the performance of the actual Series listed above. THESE
SERIES COMMENCED OPERATIONS ON OCTOBER 31, 1994 AND HAVE NO PERFORMANCE RECORD
OF THEIR OWN FOR PERIODS PRIOR TO THAT DATE. (THESE SERIES' PERFORMANCE FOR
THE PERIOD OCTOBER 31, 1994 TO DECEMBER 31, 1994 IS PRESENTED ABOVE UNDER
"PERFORMANCE INFORMATION."). THE INFORMATION BELOW SHOULD NOT BE CONSIDERED A
PREDICTION OF THE FUTURE PERFORMANCE OF ANY SERIES. THE PERFORMANCE MAY BE
HIGHER OR LOWER THAN THE PERFORMANCE OF A FUND OR ACCOUNT WHICH HAS
SUBSTANTIALLY SIMILAR INVESTMENT OBJECTIVES AND POLICIES.
Alger Accounts
David D. Alger, portfolio manager of the Alger Equity Growth Series, also
serves as the portfolio manager of other accounts that have substantially the
same investment objective and investment policies as the Alger Equity Growth
Series (the "Alger Accounts"). The following table sets forth the dollar
weighted annual total return of the Alger Accounts for each of the last eight
calendar years. Also shown are the number and average period-end net assets of
the Alger Accounts for each period and the dollar weighted average annual
total returns of the Alger Accounts for the one, three and five year periods
ended December 31, 1994. The total return information shown below has been
adjusted to give effect to the higher of the level of the actual expenses of
the Alger Accounts during the periods shown or the anticipated level of
expenses that the Series will bear under the expense deferral arrangement
described under "Management."
PERFORMANCE INFORMATION ABOUT THE ALGER ACCOUNTS
<TABLE>
<CAPTION>
VALUE OF ACCOUNTS AT
YEARS ENDED NUMBER OF PERIOD END
DECEMBER 31, TOTAL RETURN ACCOUNTS EXPENSES* (DOLLARS IN MILLIONS)
------------ ------------ --------- --------- ---------------------
<S> <C> <C> <C> <C>
1987 (0.41)% 1 3.00% $ 5.3
1988 6.40 1 3.01 5.1
1989 35.05 1 3.32 5.8
1990 2.25 2 3.04 7.6
1991 42.82 2 2.47 22.7
1992 11.66 2 1.73 53.5
1993 21.51 2 1.50 116.0
1994 0.13 3 1.33 236.9
</TABLE>
- --------
* In cases where there is more than one account and expense levels of the
accounts differ, the expense levels are averaged on a dollar weighted basis.
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 1994:
<TABLE>
<S> <C>
1 Year 0.1%
3 Year 10.7%
5 Year 14.7%
</TABLE>
1
<PAGE>
Draycott Accounts
The team of Nicholas D.P. Carn, Timothy S. Griffen, Gregory D. Eckersley and
Nigel Hankin, portfolio managers of the Draycott International Equity Series,
also serve as portfolio managers of other accounts that have substantially the
same investment objective and investment policies as the Draycott
International Equity Series (the "Draycott Accounts"). The following table
sets forth the dollar weighted total return for the period May 1, 1991
(commencement of the operations of the first Draycott Account) through
December 31, 1991 and annual total return for the years ended December 31,
1992 through 1994. Also shown are the average annual total returns of the
Draycott Accounts for the one year and three year periods ended December 31,
1994. The information shown below has been adjusted to give effect to the
higher of the level of the actual expenses of the Draycott Accounts during the
periods shown or the anticipated level of expenses that the Series will bear
under the expense deferral arrangement described under "Management."
PERFORMANCE INFORMATION ABOUT THE DRAYCOTT ACCOUNTS
<TABLE>
<CAPTION>
VALUE OF ACCOUNTS AT
NUMBER OF PERIOD END
TOTAL RETURN ACCOUNTS EXPENSES* (DOLLARS IN MILLIONS)
------------ --------- --------- ---------------------
<S> <C> <C> <C> <C>
May 1, 1991
through
December 31, 1991 (8.48)% 1 1.30% $ 9.2
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------
<S> <C> <C> <C> <C>
1992 (7.41) 1 1.30 13.4
1993 31.14 2 1.30 95.0
1994 8.63 2 1.49 174.4
</TABLE>
- --------
* In cases where there is more than one account and expense levels of the
accounts differ, the expense levels are averaged on a dollar weighted basis.
Expenses for periods of less than one year have been annualized. Mutual fund
expense calculations are based on Class A share expenses.
AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED DECEMBER 31, 1994:
<TABLE>
<S> <C>
1 Year 8.6%
3 Year 9.7%
</TABLE>
Loomis Sayles Balanced Fund
Douglas D. Ramos and Meri Anne Beck, portfolio managers of the Loomis Sayles
Balanced Series, also serve as portfolio managers of the New England Balanced
Fund, another mutual fund that has substantially the same investment objective
and investment policies as the Loomis Sayles Balanced Series. The following
table sets forth the total return of the New England Balanced Fund Class A
shares for the period March 1, 1990, when the Fund began to be operated as a
balanced fund, through December 31, 1990. (Prior to March 1, 1990, the Fund
had different portfolio managers and was operated as a growth and income
fund.) The table also sets forth the annual total return of the Fund's Class A
shares for the years ended December 31, 1991 through 1994, and the expense
levels of the Class A shares of the Fund for those periods. Also shown are the
average annual total returns for the one and three year periods and the period
from March 1, 1990 through December 31, 1994. All of the expense levels of the
New England Balanced Fund for the periods indicated are higher than the
expense levels anticipated for the Loomis Sayles Balanced Series under the
expense deferral arrangement described under "Management." The information
shown below has been adjusted to give effect to the higher level of expenses
of New England Balanced Fund.
2
<PAGE>
PERFORMANCE INFORMATION ABOUT NEW ENGLAND BALANCED FUND
(CLASS A SHARES)
<TABLE>
<CAPTION>
NET ASSET VALUE
YEARS ENDED AT PERIOD END
DECEMBER 31, TOTAL RETURN EXPENSES** (DOLLARS IN MILLIONS)
------------ ------------ ---------- ---------------------
<S> <C> <C> <C>
1990* (6.8)% 1.58% $ 52.1
1991 29.2 1.53 67.5
1992 13.9 1.48 90.5
1993 14.2 1.40 158.3
1994 (2.7) 1.40 158.3
</TABLE>
AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 1994:
<TABLE>
<S> <C>
1 Year (2.7)%
3 Year 8.2%
since March 1,
1990* 9.1%
</TABLE>
- --------
* The Fund began pursuing its current investment policies on March 1, 1990.
** Expense for periods of less than one year have been annualized.
New York Venture Accounts
Shelby M.C. Davis, the portfolio manager of the Venture Value Series, also
serves as the portfolio manager of other portfolios that have substantially
the same investment objective and investment policies as the Venture Value
Series ("New York Venture Accounts"). The following table sets forth the
dollar weighted annual total return of the New York Venture Accounts for the
years ended July 31, 1985 through 1994 and the period August 1, 1994 through
December 31, 1994. Also shown are the average annual total returns of the New
York Venture Accounts for the one, three, five and ten year periods ended
December 31, 1994. The information shown below has been adjusted to give
effect to the higher of the actual expenses of the New York Venture Accounts
during the periods shown or the anticipated expense levels that the Venture
Value Series will bear under the expense deferral arrangement described under
"Management".
PERFORMANCE INFORMATION ABOUT NEW YORK VENTURE ACCOUNTS
<TABLE>
<CAPTION>
NET ASSET VALUE
YEAR ENDED NUMBER OF AT YEAR END
JULY 31, TOTAL RETURN ACCOUNTS EXPENSES* (DOLLARS IN MILLIONS)
---------- ------------ --------- --------- ---------------------
<S> <C> <C> <C> <C>
1985 37.83% 1 1.05% $ 122.9
1986 32.95 1 0.99 146.8
1987 25.22 1 0.93 232.1
1988 (3.30) 1 1.01 167.8
1989 33.44 1 0.97 319.1
1990 8.12 1 0.97 344.9
1991 14.29 1 0.97 421.2
1992 18.62 1 0.91 494.2
1993 20.01 2 0.90 762.0
1994 5.89 2 0.90 1,101.1
5 months Ended
December 31, 1994 (2.53) 2 0.90 1,117.4
</TABLE>
- --------
* In cases where there is more than one account and expense levels of the the
accounts differ, the expense levels are averaged on a dollar weighted basis.
Expenses for periods of less than one year have been annualized. Mutual fund
expense calculations are based on Class A share expenses.
3
<PAGE>
AVERAGE ANNUAL TOTAL RETURN THROUGH DECEMBER 31, 1994:
<TABLE>
<S> <C>
1 Year (2.0)%
3 Year 8.4%
5 Year 11.7%
10 Year 16.7%
</TABLE>
Salomon Brothers Strategic and U.S. Government Accounts
Steven Guterman, Peter Wilby and David Scott, portfolio managers of the
Salomon Brothers Strategic Bond Opportunities Series, also serve as portfolio
managers of the Salomon Strategic Account, another portfolio that has the same
investment objective and policies as the Salomon Brothers Strategic Bond
Opportunities Series. Mr. Guterman and Roger Lavan, the portfolio managers of
the Salomon Brothers U.S. Government Series, also serve as portfolio managers
of other accounts (the "Salomon U.S. Government Accounts") that have
substantially the same investment objective and investment policy as the
Salomon Brothers U.S. Government Series. The following tables set forth the
total returns, for the period March 1, 1993 (commencement of operations of the
Salomon Strategic Account) through December 31, 1993 and the year ended
December 31, 1994 for the Salomon Strategic Account and the dollar weighted
annual total returns for the years ended December 31, 1992 through 1994 for
each of the Salomon U.S. Government Accounts. Also shown are the number of
accounts and total period-end assets and the average annual total returns for
the one year ended December 31, 1994 for the Salomon Strategic Account and the
one year, three year and since inception period ended December 31, 1994 for
the Salomon U.S. Government Accounts. The information shown below has been
adjusted to give effect to the higher of the actual expenses of the Salomon
Strategic Account and the Salomon U.S. Government Accounts, respectively,
during the periods shown or the anticipated level of expenses that each of the
Salomon Brothers Strategic Bond Opportunities Series and the Salomon Brothers
U.S. Government Series will bear under the expense deferral arrangement
described under "Management."
PERFORMANCE INFORMATION ABOUT THE SALOMON STRATEGIC ACCOUNT
<TABLE>
<CAPTION>
NET ASSET ACCOUNT AT
NUMBER OF PERIOD END
TOTAL RETURN ACCOUNTS EXPENSES* (DOLLARS IN MILLIONS)
------------ --------- --------- ---------------------
<S> <C> <C> <C> <C>
March 1, 1993
through
December 31, 1993 8.73% 1 1.00% $53.6
Year Ended
December 31, 1994 (5.97) 1 0.91 84.0
</TABLE>
- --------
* Expenses for periods of less than one year have been annualized.
AVERAGE ANNUAL TOTAL RETURN THROUGH DECEMBER 31, 1994:
<TABLE>
<S> <C>
1 year (5.97)%
Since Inception 1.21%
</TABLE>
PERFORMANCE INFORMATION ABOUT THE SALOMON U.S. GOVERNMENT ACCOUNTS
<TABLE>
<CAPTION>
VALUE OF ACCOUNTS AT
YEAR ENDED NUMBER OF PERIOD END
DECEMBER 31, TOTAL RETURN ACCOUNTS EXPENSES* (DOLLARS IN MILLIONS)
------------ ------------ --------- --------- ---------------------
<S> <C> <C> <C> <C>
1992 6.29% 2 0.70% $266.4
1993 7.63 2 0.93 398.1
1994 (1.41) 2 0.97 296.0
</TABLE>
- --------
* In cases where there is more than one account and expenses of the accounts
differ, the expenses are averaged on a dollar weighted basis.
AVERAGE ANNUAL TOTAL RETURN THROUGH DECEMBER 31, 1994:
<TABLE>
<S> <C>
1 Year (1.4)%
3 Year 4.1%
</TABLE>
Not to be used after October 31, 1995
4
<PAGE>
NEW ENGLAND ZENITH FUND
501 Boylston Street
Boston, Massachusetts 02116
(617) 267-6600
PROSPECTUS--MAY 1, 1995
New England Zenith Fund (the "Fund") offers fourteen investment portfolios,
nine of which are contained herein: the Westpeak Value Growth Series, the
Loomis Sayles Avanti Growth Series, the Loomis Sayles Small Cap Series, the
Loomis Sayles Balanced Series, the Draycott International Equity Series, the
Salomon Brothers U.S. Government Series, the Salomon Brothers Strategic Bond
Opportunities Series, the Venture Value Series and the Alger Equity Growth
Series (the "Series") with the following investment objectives:
WESTPEAK VALUE GROWTH SERIES--long-term total return through investment in
equity securities.
LOOMIS SAYLES AVANTI GROWTH SERIES--long-term growth of capital.
LOOMIS SAYLES SMALL CAP SERIES--long-term capital growth from investments in
common stocks or their equivalent.
LOOMIS SAYLES BALANCED SERIES--reasonable long-term investment return from a
combination of long-term capital appreciation and moderate current income.
DRAYCOTT INTERNATIONAL EQUITY SERIES--total return from long-term growth of
capital and dividend income, primarily through investment in international
equity securities.
SALOMON BROTHERS U.S. GOVERNMENT SERIES--a high level of current income
consistent with preservation of capital and maintenance of liquidity.
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES--a high level of total
return consistent with preservation of capital. This Series may invest a
significant portion of its assets in lower rated bonds commonly known as junk
bonds. Investors should assess carefully the risks associated with investment
in this Series. See "Investment Objectives and Policies--Salomon Brothers
Strategic Bond Opportunities Series" and "Investment Risks--Lower Rated Fixed-
Income Securities."
VENTURE VALUE SERIES--growth of capital.
ALGER EQUITY GROWTH SERIES--long-term capital appreciation.
This Prospectus concisely describes the information that prospective
investors ought to know before investing. Please read this Prospectus
carefully and keep it for future reference.
A Statement of Additional Information (the "Statement") dated May 1, 1995,
is available free of charge by writing to New England Securities Corporation
("New England Securities"), 399 Boylston Street, Boston, Massachusetts 02116.
The Statement, which contains more detailed information about the Fund, has
been filed with the Securities and Exchange Commission (the "SEC") and is
incorporated by reference in this Prospectus.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION AND THE SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY, AND INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Financial Highlights....................................................... 3
The Fund................................................................... 12
Investment Objectives and Policies......................................... 12
Investment Risks........................................................... 17
Performance Information.................................................... 25
Investment Restrictions.................................................... 27
Management................................................................. 29
Sale and Redemption of Shares.............................................. 34
Net Asset Values and Portfolio Valuation................................... 34
Dividends and Capital Gain Distributions................................... 35
Taxes...................................................................... 35
Organization and Capitalization of the Fund................................ 35
Transfer Agent............................................................. 35
Voting Rights.............................................................. 36
</TABLE>
2
<PAGE>
FINANCIAL HIGHLIGHTS
These tables have been examined by Coopers & Lybrand LLP, the Fund's
independent accountants, whose reports thereon accompany the financial
statements in the Statement of Additional Information. The tables should be
read in conjunction with the financial statements and notes thereto. For
further performance information about the Fund, please refer to the Fund's
annual report, which is available free of charge.
LOOMIS SAYLES AVANTI GROWTH SERIES
<TABLE>
<CAPTION>
APRIL 30(A) YEAR
TO ENDED
DEC. 31, 1993 DECEMBER 31, 1994
------------- -----------------
<S> <C> <C>
Net Asset Value, Beginning of the Period... $100.00 $113.67
------- -------
Income From Investment Operations
Net Investment Income...................... 0.18 0.59
Net Gains or Losses on Investments (both
realized and unrealized).................. 14.56 (0.89)
------- -------
Total From Investment Operations........... 14.74 (0.30)
------- -------
Less Distributions
Distributions From Net Investment Income... (0.18) (0.60)
Distributions From Net Realized Capital
Gains..................................... (0.67) 0.00
Distributions From Paid-In Capital......... (0.22) 0.00
------- -------
Total Distributions..................... (1.07) (0.60)
------- -------
Net Asset Value, End of the Period......... $113.67 $112.77
======= =======
Total return (%)........................... 14.7 (b) (0.3)
Ratio of Operating Expenses to Average Net
Assets (%)................................ 0.85 (c) 0.84
Ratio of Net Investment Income to Average
Net Assets (%)............................ 0.46 (c) 0.67
Portfolio Turnover Rate (%)................ 21 (c) 67
Net Assets, End of Period (000)............ $11,972 $25,622
The Ratio of Expenses to Average Net Assets
without giving effect to the voluntary
expense limitation described in Footnote
(d) would have been (%)................... 0.89 (c)(d) 0.84
</TABLE>
- --------
(a) Commencement of operations.
(b) Not annualized.
(c) Computed on an annualized basis.
(d) During the periods presented, the Series' adviser voluntarily agreed to
reduce its fees and, if necessary, to assume expenses of the Series in
order to limit the Series' expenses to an annual rate of 0.85% of the
Series' average daily net assets.
3
<PAGE>
WESTPEAK VALUE GROWTH SERIES
<TABLE>
<CAPTION>
APRIL 30(A) YEAR
TO ENDED
DEC. 31, 1993 DEC. 31, 1994
------------- -------------
<S> <C> <C>
Net Asset Value, Beginning of the Period....... $100.00 $112.32
------- -------
Income From Investment Operations
Net Investment Income.......................... 0.92 1.90
Net Gains or Losses on Investments (both
realized and unrealized)...................... 13.33 (3.25)
------- -------
Total From Investment Operations............... 14.25 (1.35)
------- -------
Less Distributions
Distributions From Net Investment Income....... (0.92) (1.92)
Distributions From Net Realized Capital Gains.. (1.00) 0.00
Distributions In Excess of Net Realized Capital
Gains......................................... (0.01) 0.00
Distributions From Paid In Capital............. 0.00 (0.02)
------- -------
Total Distributions......................... (1.93) (1.94)
------- -------
Net Asset Value, End of the Period............. $112.32 $109.03
======= =======
Total return (%)............................... 14.2 (b) (1.2)
Ratio of Operating Expenses to Average Net
Assets (%).................................... 0.85 (c) 0.85
Ratio of Net Investment Income to Average Net
Assets (%).................................... 2.16 (c) 2.30
Portfolio Turnover Rate (%).................... 49 (c) 133
Net Assets, End of Period (000)................ $ 9,082 $22,934
The Ratio of Expenses to Average Net Assets
without giving effect to the voluntary expense
limitation described in Footnote (d) would
have been (%)................................. 0.94 (c)(d) 0.86
</TABLE>
- --------
(a) Commencement of operations.
(b) Not annualized.
(c) Computed on an annualized basis.
(d) During the periods presented, the Series' adviser voluntarily agreed to
reduce its fees and, if necessary, to assume expenses of the Series in
order to limit the Series' expenses to an annual rate of 0.85% of the
Series' average daily net assets.
4
<PAGE>
LOOMIS SAYLES SMALL CAP SERIES
<TABLE>
<CAPTION>
MAY 1(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $100.00
-------
Income From Investment Operations
Net Investment Income........................................ 0.14
Net Gains or Losses on Investments (both realized and
unrealized)................................................. (3.38)
-------
Total From Investment Operations............................. (3.24)
-------
Less Distributions
Distributions From Net Investment Income..................... (0.15)
-------
Total Distributions....................................... (0.15)
-------
Net Asset Value, End of the Period........................... $ 96.61
=======
Total return (%)............................................. (3.23)(b)
Ratio of Operating Expenses to Average Net Assets (%)........ 1.00 (c)
Ratio of Net Investment Income to Average Net Assets (%)..... 0.32 (c)
Portfolio Turnover Rate (%) (a).............................. 80 (c)
Net Assets, End of Period (000).............................. $ 3,105
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation described in
Footnote (d) would have been (%)............................ 2.31 (c)
</TABLE>
- --------
(a) Commencement of operations.
(b) Not annualized.
(c) Computed on an annualized basis.
(d) During the period presented, the Series' adviser voluntarily agreed to
reduce its fees and, if necessary, to assume expenses of the Series in
order to limit the Series' expenses to an annual rate of 1.00% of the
Series' average daily net assets.
5
<PAGE>
LOOMIS SAYLES BALANCED SERIES
<TABLE>
<CAPTION>
OCTOBER 31(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $10.00
------
Income From Investment Operations
Net Investment Income........................................ 0.05
Net Gains or Losses on Investments (both realized and
unrealized)................................................. (0.06)
------
Total From Investment Operation.............................. (0.01)
------
Less Distributions
Distributions From Net Investment Income..................... (0.05)
------
Total Distributions....................................... (0.05)
------
Net Asset Value, End of the Period........................... $ 9.94
------
Total return (%)............................................. (0.10)(c)
Ratio of Operating Expenses to Average Net Assets (%)........ 0.85 (b)
Ratio of Net Investment Income to Average Net Assets (%)..... 4.16 (b)
Portfolio Turnover Rate (%) (a).............................. 0 (b)
Net Assets, End of Period (000).............................. $2,722
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation described in
Footnote (d) would have been (%)............................ 3.73 (b)
</TABLE>
- --------
(a) Commencement of operations.
(b) Computed on an annualized basis.
(c) Not computed on an annualized basis.
(d) Commencing November 1, 1994, TNE Advisers has agreed to pay operating
expenses of the Series in excess of an annual expense limit of 0.85% of
average assets subject to the obligation of the Series to repay TNE
Advisers such expenses in future years, if any, when the Series' expenses
fall below this stated expense limit; such deferred expenses may be
charged to the Series in a subsequent year to the extent that the charge
does not cause the total expenses in such subsequent year to exceed the
0.85% expense limit; provided, however, that the Series is not obligated
to repay any expense paid by TNE Advisers more than two years after the
end of the fiscal year in which such expense was incurred.
6
<PAGE>
DRAYCOTT INTERNATIONAL EQUITY SERIES
<TABLE>
<CAPTION>
OCTOBER 31(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $10.00
------
Income From Investment Operations
Net Investment Income........................................ 0.03
Net Gains or Losses on Investments (both realized and
unrealized)................................................. 0.23
------
Total From Investment Operation.............................. 0.26
------
Less Distributions
Distributions From Net Investment Income..................... (0.02)
Distributions From Paid-In Capital........................... (0.01)
------
Total Distributions....................................... (0.03)
------
Net Asset Value, End of the Period........................... $10.23
======
Total return (%)............................................. 2.60 (c)
Ratio of Operating Expenses to Average Net Assets (%)........ 1.30 (b)
Ratio of Net Investment Income to Average Net Assets (%)..... 2.56 (b)
Portfolio Turnover Rate (%).................................. 4 (b)
Net Assets, End of Period (000).............................. $2,989
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation described in
Footnote (d) would have been (%)............................ 5.38 (b)
</TABLE>
- --------
(a) Commencement of operations.
(b) Computed on an annualized basis.
(c) Not computed on an annualized basis.
(d) Commencing November 1, 1994, TNE Advisers has agreed to pay operating
expenses of the Series in excess of an annual expense limit of 1.30% of
average assets subject to the obligation of the Series to repay TNE
Advisers such expenses in future years, if any, when the Series' expenses
fall below this stated expense limit; such deferred expenses may be
charged to the Series in a subsequent year to the extent that the charge
does not cause the total expenses in such subsequent year to exceed the
1.30% expense limit; provided, however, that the Series is not obligated
to repay any expense paid by TNE Advisers more than two years after the
end of the fiscal year in which such expense was incurred.
7
<PAGE>
SALOMON BROTHERS U.S. GOVERNMENT SERIES
<TABLE>
<CAPTION>
OCTOBER 31(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $10.00
------
Income From Investment Operations
Net Investment Income........................................ 0.10
Net Gains or Losses on Investments (both realized and
unrealized)................................................. (0.04)
------
Total From Investment Operations............................. 0.06
------
Less Distributions
Distributions From Net Investment Income..................... (0.10)
------
Total Distributions....................................... (0.10)
------
Net Asset Value, End of the Period........................... $ 9.96
======
Total return (%)............................................. 0.60 (b)
Ratio of Operating Expenses to Average Net Assets (%)........ 0.70 (c)
Ratio of Net Investment Income to Average Net Assets (%)..... 5.70 (c)
Portfolio Turnover Rate (%).................................. 1,409 (c)
Net Assets, End of Period (000).............................. $2,012
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation described in
Footnote (d) would have been (%)............................ 2.54 (c)
</TABLE>
- --------
(a) Commencement of operations.
(b) Not computed on an annualized basis.
(c) Computed on an annualized basis.
(d) Commencing November 1, 1994, TNE Advisers has agreed to pay operating
expenses of the Series in excess of an annual expense limit of 0.70% of
average assets subject to the obligation of the Series to repay TNE
Advisers such expenses in future years, if any, when the Series' expenses
fall below this stated expense limit; such deferred expenses may be
charged to the Series in a subsequent year to the extent that the charge
does not cause the total expenses in such subsequent year to exceed the
0.70% expense limit; provided, however, that the Series is not obligated
to repay any expense paid by TNE Advisers more than two years after the
end of the fiscal year in which such expense was incurred.
8
<PAGE>
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES
<TABLE>
<CAPTION>
OCTOBER 31(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $10.00
------
Income From Investment Operations
Net Investment Income........................................ 0.12
Net Gains or Losses on Investments (both realized and
unrealized)................................................. (0.26)
------
Total From Investment Operations............................. (0.14)
------
Less Distributions
Distributions From Net Investment Income..................... (0.12)
------
Total Distributions....................................... (0.12)
------
Net Asset Value, End of the Period........................... $ 9.74
======
Total return (%)............................................. (1.40)(b)
Ratio of Operating Expenses to Average Net Assets (%)........ 0.85 (c)
Ratio of Net Investment Income to Average Net Assets (%)..... 7.05 (c)
Portfolio Turnover Rate (%) (a).............................. 403 (c)
Net Assets, End of Period (000).............................. $3,450
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation described in
Footnote (d) would have been (%)............................ 2.01 (c)
</TABLE>
- --------
(a) Commencement of operations.
(b) Not computed on an annualized basis.
(c) Computed on an annualized basis.
(d) Commencing November 1, 1994, TNE Advisers has agreed to pay operating
expenses of the Series in excess of an annual expense limit of 0.85% of
average assets subject to the obligation of the Series to repay TNE
Advisers such expenses in future years, if any, when the Series' expenses
fall below this stated expense limit; such deferred expenses may be
charged to the Series in a subsequent year to the extent that the charge
does not cause the total expenses in such subsequent year to exceed the
0.85% expense limit; provided, however, that the Series is not obligated
to repay any expense paid by TNE Advisers more than two years after the
end of the fiscal year in which such expense was incurred.
9
<PAGE>
VENTURE VALUE SERIES
<TABLE>
<CAPTION>
OCTOBER 31(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $10.00
------
Income From Investment Operations
Net Investment Income........................................ 0.03
Net Gains or Losses on Investments (both realized and
unrealized)................................................. (0.38)
------
Total From Investment Operations............................. (0.35)
------
Less Distributions
Distributions From Net Investment Income..................... (0.03)
------
Total Distributions....................................... (0.03)
------
Net Asset Value, End of the Period........................... $ 9.62
======
Total return (%)............................................. (3.50)(b)
Ratio of Operating Expenses to Average Net Assets (%)........ 0.90 (c)
Ratio of Net Investment Income to Average Net Assets (%)..... 2.54 (c)
Portfolio Turnover Rate (%) (a).............................. 1 (c)
Net Assets, End of Period (000).............................. $3,371
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation described in
Footnote (d) would have been (%)............................ 3.97 (c)
</TABLE>
- --------
(a) Commencement of operations.
(b) Not computed on an annualized basis.
(c) Computed on an annualized basis.
(d) Commencing November 1, 1994, TNE Advisers has agreed to pay operating
expenses of the Series in excess of an annual expense limit of 0.90% of
average assets subject to the obligation of the Series to repay TNE
Advisers such expenses in future years, if any, when the Series' expenses
fall below this stated expense limit; such deferred expenses may be
charged to the Series in a subsequent year to the extent that the charge
does not cause the total expenses in such subsequent year to exceed the
0.90% expense limit; provided, however, that the Series is not obligated
to repay any expense paid by TNE Advisers more than two years after the
end of the fiscal year in which such expense was incurred.
10
<PAGE>
ALGER EQUITY GROWTH SERIES
<TABLE>
<CAPTION>
OCTOBER 31(A)
TO
DECEMBER 31, 1994
-----------------
<S> <C>
Net Asset Value, Beginning of Period......................... $10.00
------
Income From Investment Operations
Net Investment Income........................................ 0.02
Net Gains or Losses on Investments
(both realized and unrealized).............................. (0.44)
------
Total From Investment Operations............................. (0.42)
------
Less Distributions
Distributions
From Net Investment Income................................... (0.02)
------
Total Distributions....................................... (0.02)
------
Net Asset Value, End of the Period........................... $ 9.56
======
Total return (%)............................................. (4.20)(b)
Ratio of Operating Expenses to Average Net Assets (%)........ 0.85 (c)
Ratio of Net Investment Income to Average Net Assets (%)..... 1.07 (c)
Portfolio Turnover Rate (%) (a).............................. 32 (c)
Net Assets, End of Period (000).............................. $1,917
The Ratio of Expenses to Average Net Assets without giving
effect to the voluntary expense limitation
described in Footnote (d) would have been (%)............... 2.74 (c)
</TABLE>
- --------
(a) Commencement of operations.
(b) Not computed on an annualized basis.
(c) Computed on an annualized basis.
(d) Commencing November 1, 1994, TNE Advisers has agreed to pay operating
expenses of the Series in excess of an annual expense limit of 0.85% of
average assets subject to the obligation of the Series to repay TNE
Advisers such expenses in future years, if any, when the Series' expenses
fall below this stated expense limit; such deferred expenses may be
charged to the Series in a subsequent year to the extent that the charge
does not cause the total expenses in such subsequent year to exceed the
0.85% expense limit; provided, however, that the Series is not obligated
to repay any expense paid by TNE Advisers more than two years after the
end of the fiscal year in which such expense was incurred.
11
<PAGE>
THE FUND
The Fund is a diversified, open-end management investment company organized
in 1987 as a Massachusetts business trust under the laws of Massachusetts. The
Fund is a series type company with fourteen investment portfolios, nine of
which are contained herein: the Westpeak Value Growth Series, the Loomis
Sayles Avanti Growth Series, the Loomis Sayles Small Cap Series, the Loomis
Sayles Balanced Series, the Draycott International Equity Series, the Salomon
Brothers U.S. Government Series, the Salomon Brothers Strategic Bond
Opportunities Series, the Venture Value Series and the Alger Equity Growth
Series.
Shares in the Fund are not offered directly to the general public and,
currently, are available only to separate accounts established by New England
Variable Life Insurance Company ("NEVLICO"), New England Mutual Life Insurance
Company ("The New England") or subsidiaries of The New England as an
investment vehicle for variable life insurance or variable annuity products,
although not all Series may be available to all separate accounts. In the
future, however, such shares may be offered to separate accounts of insurance
companies unaffiliated with NEVLICO or The New England.
INVESTMENT OBJECTIVES AND POLICIES
WESTPEAK VALUE GROWTH SERIES
The Westpeak Value Growth Series seeks long-term total return (capital
appreciation and dividend income) through investment in equity securities.
Emphasis will be given to both undervalued securities ("value" style) and
securities of companies with growth potential ("growth" style). The Westpeak
Value Growth Series will ordinarily invest substantially all its assets in
equity securities.
The assets of the Westpeak Value Growth Series that are not invested in
equity securities will be held in cash or invested in repurchase agreements,
short-term U.S. Government securities or commercial paper or other corporate
money market securities rated A-2 or higher by Moody's or P-2 or higher by
Standard & Poor's (or unrated but considered to be of comparable quality by
the Series' subadviser, Westpeak Investment Advisors, L.P. ["Westpeak"]).
The Westpeak Value Growth Series may engage in transactions in futures
contracts solely for the purpose of maintaining full exposure of the portfolio
to the movements of broad equity markets at times when the Series holds a cash
position pending investment in stocks or in anticipation of redemptions. See
"Futures and Other Hedging Transactions" under "Investment Risks" below and
"Futures" in the Statement of Additional Information.
LOOMIS SAYLES AVANTI GROWTH SERIES
The Loomis Sayles Avanti Growth Series seeks long-term growth of capital.
The Series ordinarily invests substantially all of its assets in equity
securities. Investments are selected based on their growth potential; current
income is not a consideration. The Series normally will invest primarily in
equity securities of companies with medium and large capitalization
(capitalization of $1 billion to $5 billion and over $5 billion,
respectively), but will also invest a portion of its assets in equity
securities of companies with relatively small market capitalization (under $1
billion). The Series may invest a limited portion of its assets in securities
of foreign issuers.
Loomis, Sayles & Company, L.P. ("Loomis Sayles"), the Series' subadviser,
selects investments based upon fundamental research and analysis of individual
companies and industries. The subadviser selects investments for the Series
based on qualitative and quantitative criteria including, among others,
industry dominance and competitive position, consistent earnings growth, a
history of high profitability, the subadviser's expectation of continued high
profitability and overall financial strength, although not every investment
will have all of these characteristics.
The Series may invest in convertible securities, including corporate bonds,
notes or preferred stocks that can be converted into common stocks or other
equity securities.
12
<PAGE>
LOOMIS SAYLES SMALL CAP SERIES
The Loomis Sayles Small Cap Series' investment objective is long-term
capital growth from investments in common stocks or their equivalent.
The Series, for which Loomis Sayles acts as subadviser, seeks to achieve its
objective by giving emphasis to both undervalued securities and securities of
companies with significant growth potential. The Series will normally invest
at least 65% of its total assets in companies with market capitalization of
less than $500 million and may invest up to 35% of its assets in larger
companies. Current income is not a consideration in selecting the Series'
investments. The Series may invest a limited portion of its assets in
securities of foreign issuers. See "Investment Risks--Foreign Securities"
below.
LOOMIS SAYLES BALANCED SERIES
The Loomis Sayles Balanced Series' investment objective is reasonable long-
term investment return from a combination of long-term capital appreciation
and moderate current income.
The Series, for which Loomis Sayles acts as subadviser, is "flexibly
managed" in that sometimes it invests more heavily in equity securities and at
other times it invests more heavily in fixed-income securities, depending on
its subadviser's view of the economic and investment outlook. Most of the
Series' investments are normally in dividend-paying common stocks of
recognized investment quality that are expected to achieve growth in earnings
and dividends over the long term. Fixed-income securities include notes,
bonds, non-convertible preferred stock and money market instruments. The
Series may invest in adjustable rate mortgage securities, asset-backed
securities, STRIPS and inverse floaters, subject to a limit of 5% of the
Series' assets for each of these instruments. The Series invests at least 25%
of its assets in fixed-income senior securities and, under normal market
conditions, more than 50% of its assets in equity securities. The Series also
may invest in foreign securities.
DRAYCOTT INTERNATIONAL EQUITY SERIES
The Draycott International Equity Series seeks total return from long-term
growth of capital and dividend income, primarily through investment in
international equity securities.
The Draycott International Equity Series seeks to achieve its objective by
investing primarily in common stocks, although the Series may invest in any
type of equity securities. Normally the Series will invest at least 65% of its
total assets in equity securities of issuers headquartered outside the United
States, and substantially all of its assets (other than cash and short-term
investments) in such equity securities or equity securities of issuers
(including closed-end investment companies) that derive a substantial part of
their revenues or profits from countries outside the United States. Under
normal conditions, the Series' portfolio will contain equity securities of
issuers from at least three countries outside the United States.
The Series' subadviser, Draycott Partners, Ltd. ("Draycott"), will make
investment decisions on behalf of the Series by, first, selecting countries
where it anticipates sustainable growth that will exceed current market
expectations. Within the selected countries, the subadviser will identify
economic sectors that appear to present the most potential for risk-adjusted
growth and, finally, within the chosen economic sectors, the subadviser will
select securities that are expected to offer the best value.
SALOMON BROTHERS U.S. GOVERNMENT SERIES
The Salomon Brothers U.S. Government Series' investment objective is to
provide a high level of current income consistent with preservation of capital
and maintenance of liquidity.
The Series seeks to achieve its objective by investing primarily in debt
obligations (including mortgage backed securities) issued or guaranteed by the
U.S. Government or its agencies, authorities or instrumentalities or
derivative securities (such as collateralized mortgage obligations) backed by
such securities.
13
<PAGE>
At least 80% of the total assets of the Salomon Brothers U.S. Government
Series will be invested in:
(1) mortgage backed securities guaranteed by the Government National
Mortgage Association ("GNMA") that are supported by the full faith and
credit of the U.S. Government. Such securities entitle the holder to
receive all interest and principal payments due, whether or not payments
are actually made on the underlying mortgages;
(2) U.S. Treasury obligations;
(3) debt obligations issued or guaranteed by agencies or
instrumentalities of the U.S. Government which are backed by their own
credit but are not necessarily backed by the full faith and credit of the
U.S. Government;
(4) mortgage related securities guaranteed by agencies or
instrumentalities of the U.S. Government which are supported by their own
credit but not the full faith and credit of the U.S. Government, such as
the Federal Home Loan Mortgage Corporation and the Federal National
Mortgage Association; and
(5) collateralized mortgage obligations issued by private issuers for
which the underlying mortgage backed securities serving as collateral are
backed (i) by the credit of the U.S. Government agency or instrumentality
which issues or guarantees the mortgage backed securities, or (ii) by the
full faith and credit of the U.S. Government.
Under normal market conditions, at least 65% of the Series' total assets
will be invested in securities issued or guaranteed by the U.S. Government or
an agency, authority or instrumentality thereof. For purposes of this policy,
securities that are not issued or guaranteed by the U.S. Government or an
agency, authority or instrumentality will not count toward the 65%, even if
they are backed by mortgages (or other collateral) that are so guaranteed.
Any guarantee of the securities in which the Series invests runs only to
principal and interest payments on the securities and not to the market value
of such securities or the principal and interest payments on the underlying
mortgages. In addition, the guarantee runs to the portfolio securities held by
the Series and not to the purchase of shares of the Series.
The Series may purchase or write options on securities, options on
securities indices and options on futures contracts and buy or sell futures on
financial instruments and securities indices.
Up to 20% of the total assets of the Series may be invested in marketable
debt securities of domestic issuers and of foreign issuers (payable in U.S.
dollars) rated at the time of purchase Baa or higher by Moody's or BBB or
higher by S&P, or, if unrated, deemed to be of equivalent quality in Salomon
Brothers Management Inc's judgment, convertible securities (including those
issued in the Euromarket), securities carrying warrants to purchase equity
securities and privately placed debt securities.
The Series may lend securities it owns so long as such loans do not
represent more than 20% of the Series' total assets.
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES
The Salomon Brothers Strategic Bond Opportunities Series' investment
objective is to seek a high level of total return consistent with preservation
of capital.
Based upon Salomon Brothers Asset Management Inc's assessment of the
relative risks and opportunities available in various market segments, assets
will be allocated among U.S. Government obligations, mortgage backed
securities, domestic and foreign corporate debt and sovereign debt securities
rated investment grade (BBB or higher by S&P or Baa or higher by Moody's) (or
unrated but deemed to be of equivalent quality in the subadviser's judgment)
and domestic and foreign corporate debt and sovereign debt securities rated
below investment grade. The Series may invest in fixed and floating rate loans
("Loans") arranged through private negotiations between a foreign sovereign
entity and one or more financial institutions, in the form of participations
in such Loans ("Participations") and assignments of all or a portion of Loans
from third parties ("Assignments"). See "Loan Participations and Assignments",
below.
Depending on market conditions, the Series may invest without limit in below
investment grade securities, which involve significantly greater risks,
including price volatility and risk of default in the payment of interest and
principal, than higher-quality securities. Although the Series' subadviser
does not anticipate investing in excess of 75% of the Series' assets in
domestic and developing country debt securities that are rated below
investment grade, the Series may invest a
14
<PAGE>
greater percentage in such securities when, in the opinion of the subadviser
the yield available from such securities outweighs their additional risks.
Certain of the debt securities in which the Series may invest may be rated as
low as "C" by Moody's or "D" by S&P or may be considered comparable to
securities having such ratings. Securities of below investment grade quality
are considered high yield, high risk securities and are commonly know as "junk
bonds." See "Investment Risks--Lower Rated Fixed-Income Securities" below.
In addition, the Series may invest in securities issued or guaranteed as to
principal or interest by the U.S. Government or its agencies or
instrumentalities, including mortgage backed securities, preferred stocks,
convertible securities (including those issued in the Euromarket), securities
carrying warrants to purchase equity securities, privately placed debt
securities, stripped mortgage securities, zero coupon securities and inverse
floaters.
The Series may, and the subadviser anticipates that under certain market
conditions that it will, invest up to 100% of its assets in foreign
securities, including Brady Bonds. Brady Bonds are debt obligations created
through the exchange of commercial bank loans to new obligations under a plan
introduced by former U.S. Treasury Secretary Nicholas Brady. See "High
Yield/High Risk Foreign Sovereign Debt Securities", below. There is no limit
on the value of the portfolio's assets that may be invested in any one country
or in assets denominated in any one country's currency.
The Series may also invest in debt obligations issued or guaranteed by a
foreign sovereign government or one of its agencies or political subdivisions
and debt obligations issued or guaranteed by supranational organizations.
Supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the "World Bank"), the European Coal and Steel Community, the
Asian Development Bank and the Inter-American Development Bank. Such
supranational issued instruments may be denominated in multi-national currency
units.
The Series currently intends to invest substantially all of its assets in
fixed-income securities. In order to maintain liquidity, the Series may invest
up to 20% of its assets in high-quality short-term money market instruments.
The Series' subadviser will have discretion to select the range of
maturities of the various fixed-income securities in which the Series will
invest. The weighted average life of the Series may vary substantially from
time to time depending on economic and market conditions.
The Series may purchase and sell (or write) exchange-listed and over-the-
counter put and call options on securities, financial futures contracts and
fixed income indices and other financial instruments, enter into financial
futures contracts, enter into interest rate transactions, and enter into
currency transactions. Interest rate transactions may take the form of swaps,
structured notes, caps, floors and collars, and currency transactions may take
the form of currency forward contracts, currency futures contracts, currency
swaps and options on currencies or currency futures contracts. See "Futures
and Other Hedging Transactions" under "Investment Risks" below and "Futures"
in the Statement of Additional Information.
The Series may lend securities it owns so long as such loans do not
represent more than 20% of the Series' total assets.
VENTURE VALUE SERIES
The Venture Value Series' investment objective is growth of capital and is
subadvised by Selected/Venture Advisers, L.P.
The Series will primarily invest in domestic common stocks (and securities
convertible into common stock) that the Series' subadviser believes have
capital growth potential due to factors such as undervalued assets or earnings
potential, product development and demand, favorable operating ratios,
resources for expansion, management abilities, reasonableness of market price,
and favorable overall business prospects. The Series will generally invest
predominantly in equity securities of companies with market capitalizations of
at least $250 million. It may also invest in issues with smaller
capitalizations.
15
<PAGE>
The Series may invest in foreign securities, and may hedge currency
fluctuation risks related thereto. The Series may invest in U.S. registered
investment companies that primarily invest in foreign securities, provided
that no such investment may cause more than 10% of the Series' total assets to
be invested in such companies. The Series may invest in restricted securities
which may include Rule 144A securities.
The Series may write covered call options on its portfolio securities, but
currently intends to invest in such options only to the extent that less than
5% of its net assets would be subject to the options.
The Series may lend securities it owns so long as such loans do not exceed
5% of the Series' net assets.
ALGER EQUITY GROWTH SERIES
The Alger Equity Growth Series' investment objective is to seek long-term
capital appreciation. The Series' assets will be invested primarily in a
diversified, actively managed portfolio of equity securities, primarily of
companies having a total market capitalization of $1 billion or greater. These
companies may still be in the developmental stage, may be older companies that
appear to be entering a new stage of growth progress, or may be companies
providing products or services with a high unit volume growth rate.
The Series' subadviser, Fred Alger Asset Management, Inc., seeks to achieve
its objective by investing in equity securities, such as common or preferred
stocks or securities convertible into or exchangeable for equity securities,
including warrants and rights. Except during temporary defensive periods, the
Series invests at least 85% of its net assets in equity securities and at
least 65% of its total assets in equity securities of companies that, at the
time of purchase of the securities, have total market capitalization of $1
billion or greater; the Series may invest up to 35% of its total assets in
equity securities of companies that, at the time of purchase, have total
market capitalization of less than $1 billion. The Series anticipates that it
will invest primarily in companies whose securities are traded on domestic
stock exchanges or in the over-the-counter market.
The Series may invest in bank and thrift obligations, obligations issued or
guaranteed by the U.S. Government or by its agencies or instrumentalities,
foreign bank obligations and obligations of foreign branches of domestic
banks, and variable rate master demand notes.
The Series may also hold up to 15% of its net assets in money market
instruments and repurchase agreements, purchase restricted securities
(including Rule 144A securities) and enter into "short sales against the box."
The Series may lend securities it owns so long as such loans do not exceed
33 1/3% of the Series' total assets.
ADDITIONAL INFORMATION
Equity securities are securities that represent an ownership interest (or
the right to acquire such an interest) in a company, and include common and
preferred stocks and securities exercisable for or convertible into common or
preferred stocks (such as warrants, convertible debt securities and
convertible preferred stock).
The Westpeak Value Growth Series, Loomis Sayles Avanti Growth Series, Loomis
Sayles Small Cap Series, Draycott International Equity Series, Venture Value
Series and Alger Equity Growth Series seek to attain their objectives by
normally investing their assets primarily in equity securities. When the
particular Series' adviser or subadviser deems it appropriate, however, any of
these Series may, for temporary defensive purposes, hold all or a substantial
portion of its assets in cash or fixed-income investments, including U.S.
Government obligations, investment grade (and comparable unrated) corporate
bonds or notes, money market instruments, bankers acceptances and repurchase
agreements. In addition, the Draycott International Equity Series may invest
temporarily in foreign government, agency or corporate debt obligations. No
estimate can be made as to when or for how long the Series will employ these
defensive strategies.
16
<PAGE>
INVESTMENT RISKS
. EQUITY SECURITIES (WESTPEAK VALUE GROWTH, LOOMIS SAYLES AVANTI GROWTH,
LOOMIS SAYLES SMALL CAP, LOOMIS SAYLES BALANCED, DRAYCOTT INTERNATIONAL
EQUITY, VENTURE VALUE AND ALGER EQUITY GROWTH SERIES)
Equity securities are more volatile and more risky than some other forms of
investment. Therefore, the value of your investment in a Series may
sometimes decrease instead of increase. Investments in companies with
relatively small capitalization may involve greater risk than is usually
associated with more established companies. These companies often have
sales and earnings growth rates which exceed those of companies with larger
capitalization. Such growth rates may in turn be reflected in more rapid
share price appreciation. However, companies with smaller capitalization
often have limited product lines, markets or financial resources and they
may be dependent upon a relatively small management group. The securities
may have limited marketability and may be subject to more abrupt or erratic
movements in price than securities of companies with larger capitalization
or the market averages in general. The net asset value of a Series that
invests in companies with smaller capitalization, therefore, may fluctuate
more widely than market averages.
. CONVERTIBLE SECURITIES (LOOMIS SAYLES AVANTI GROWTH, LOOMIS SAYLES
BALANCED, DRAYCOTT INTERNATIONAL EQUITY, SALOMON BROTHERS STRATEGIC BOND
OPPORTUNITIES, VENTURE VALUE AND ALGER EQUITY GROWTH SERIES)
Convertible securities include debt securities or preferred stock that are
convertible into stock as well as other securities, such as warrants, that
provide an opportunity for equity participation. Because convertible
securities can be converted into equity securities, their values will
normally vary in some proportion with those of the underlying equity
securities. Convertible debt and preferred stock usually provide a higher
yield than the underlying equity securities, however, so that the price
decline of a convertible security may sometimes be less substantial than
that of the underlying equity securities. The value of convertible
securities that pay dividends or interest, like the value of all fixed-
income securities, generally fluctuates inversely with changes in interest
rates. Warrants have no voting rights, pay no dividends and have no rights
with respect to the assets of the corporation issuing them. They do not
represent ownership of the securities for which they are exercisable, but
only the right to buy such securities at a particular price. The Loomis
Sayles Avanti Growth Series will not purchase any convertible debt security
or convertible preferred stock that has not been rated at the time of
acquisition investment grade by one major rating agency or that is not
rated but is determined to be of comparable quality by the Series' adviser.
. FIXED-INCOME SECURITIES (ALL SERIES)
Because interest rates vary, it is impossible to predict the income of a
Series for any particular period. The net asset value will vary as a result
of changes in the value of the bonds and other securities in the Series'
portfolio.
Fixed-income securities are subject to market and credit risk. Market risk
relates to changes in a security's value as a result of changes in interest
rates generally. Generally, rising interest rates correlate with falling
share values. Credit risk relates to the ability of the issuer to make
payments of principal and interest. U.S. Government Securities generally do
not involve the credit risks associated with other types of fixed-income
securities, although, as a result, the yields available from U.S.
Government Securities are generally lower than the yields available from
corporate fixed-income securities.
. LOWER RATED FIXED-INCOME SECURITIES (LOOMIS SAYLES BALANCED AND SALOMON
BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
Lower rated fixed-income securities (also known as "junk bonds") and
corporate fixed-income securities generally provide higher yields than U.S.
Government and many foreign government securities, but are subject to
greater credit and market risk than higher quality fixed-income securities.
Lower rated fixed-income securities are considered predominantly
speculative with respect to the ability of the issuer to meet principal and
interest payments. Achievement of the investment objective of a Series
investing in lower rated fixed-income securities may be more dependent on
the Series' subadviser's own credit analysis than is the case for higher
quality bonds. The market for lower rated fixed-income securities may be
more severely affected than some other financial markets by economic
recession or substantial interest rate increases, by changing public
perceptions of this market or by legislation that limits the ability
17
<PAGE>
of certain categories of financial institutions to invest in these
securities. In addition, the secondary market may be less liquid for lower
rated fixed-income securities. This lack of liquidity at certain times may
affect the valuation of these securities and may make the valuation and
sale of these securities more difficult.
. MORTGAGE-RELATED SECURITIES (LOOMIS SAYLES BALANCED, SALOMON BROTHERS U.S.
GOVERNMENT AND SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
Mortgage-related securities, such as GNMA or FNMA certificates, differ from
traditional debt securities. Among the major differences are that interest
and principal payments are made more frequently, usually monthly, and that
principal may be prepaid at any time because the underlying mortgage loans
generally may be prepaid at any time. As a result, if a Series purchases
these assets at a premium, a faster-than-expected prepayment rate will
reduce yield to maturity, and a slower-than-expected prepayment rate will
have the opposite effect of increasing yield to maturity. If a Series
purchases mortgage-related securities at a discount, faster-than-expected
prepayments will increase, and slower-than-expected prepayments will
reduce, yield to maturity. Prepayments, and resulting amounts available for
reinvestment by the Series, are likely to be greater during a period of
declining interest rates and, as a result, are likely to be reinvested at
lower interest rates. Accelerated prepayments on securities purchased at a
premium may result in a loss of principal if the premium has not been fully
amortized at the time of prepayment. Although these securities will
decrease in value as a result of increases in interest rates generally,
they are likely to appreciate less than other fixed-income securities when
interest rates decline because of the risk of prepayments.
. COLLATERALIZED MORTGAGE OBLIGATIONS (LOOMIS SAYLES BALANCED, SALOMON
BROTHERS U.S. GOVERNMENT SERIES AND SALOMON BROTHERS STRATEGIC BOND
OPPORTUNITIES SERIES)
A collateralized mortgage obligation ("CMO") is a security backed by a
portfolio of mortgages or mortgage securities held under an indenture. The
underlying mortgages or mortgage securities are issued or guaranteed by the
U.S. Government or an agency or instrumentality thereof, but the
obligations purchased by a Series will in many cases not be so issued or
guaranteed. The issuer's obligation to make interest and principal payments
is secured by the underlying portfolio of mortgages or mortgage securities.
CMOs are issued with a number of classes or series which have different
maturities and which may represent interests in some or all of the interest
or principal on the underlying collateral or a combination thereof. In the
event of sufficient early prepayments on such mortgages, the class or
series of CMO first to mature generally will be retired prior to its
maturity. The early retirement of a particular class or series of CMO held
by a Series would have the same effect as the prepayment of mortgages
underlying a mortgage pass-through security.
. "STRIPPED" MORTGAGE SECURITIES (SALOMON BROTHERS U.S. GOVERNMENT AND
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
"Stripped" mortgage securities are issued by agencies or instrumentalities
of the U.S. Government or private issuers. Stripped mortgage securities are
usually structured with two classes that receive different proportions of
the interest and principal distribution on a pool of mortgage assets. In
some cases, one class will receive all of the interest (the interest-only
or "IO" class), while the other class will receive all of the principal
(the principal-only or "PO" class). Stripped mortgage securities have
greater market volatility than other types of mortgage securities. If the
underlying mortgage assets experience greater than anticipated payments of
principal, the Series may fail to recoup fully its investments in IOs. The
staff of the SEC has indicated that it views stripped mortgage securities
as illiquid. Until further clarification of the matter is provided by the
staff, the Series will treat its investment in stripped mortgage securities
as illiquid. As a result, these investments, together with any other
illiquid investments, will not exceed 15% of the Series' net assets.
. ADJUSTABLE RATE MORTGAGE SECURITIES (LOOMIS SAYLES BALANCED, SALOMON
BROTHERS U. S. GOVERNMENT AND SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES
SERIES)
An adjustable rate mortgage security ("ARM"), like a traditional mortgage
security, is an interest in a pool of mortgage loans that provides
investors with payments consisting of both principal and interest as
mortgage loans in the underlying mortgage pool are paid off by the
borrowers. ARMs have interest rates that are reset at periodic intervals,
usually by reference to some interest rate index or market interest rate.
Although the rate adjustment feature may act as a buffer to reduce sharp
changes in the value of adjustable rate securities, these securities are
still subject to changes in value based on changes in market interest rates
or changes in the issuer's creditworthiness. Because the
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interest rates are reset only periodically, changes in the interest rate on
ARMs may lag changes in prevailing market interest rates. Also, some ARMs
(or the underlying mortgages) are subject to caps or floors that limit the
maximum change in interest rate during a specified period or over the life
of the security. As a result, changes in the interest rate on an ARM may
not fully reflect changes in prevailing market interest rates during
certain periods. Because of the resetting of interest rates, ARMs are less
likely than non-adjustable rate securities of comparable quality and
maturity to increase significantly in value when market interest rates
fall.
. ASSET BACKED SECURITIES (LOOMIS SAYLES BALANCED, SALOMON BROTHERS U. S.
GOVERNMENT AND SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
The securitization techniques used to develop mortgage securities are also
being applied to a broad range of other assets. Through the use of trusts
and special purpose corporations, automobile and credit card receivables
are being securitized in pass-through structures similar to mortgage pass-
through structures or in a pay-through structure similar to the CMO
structure. Generally the issuers of asset backed bonds, notes or pass-
through certificates are special purpose entities and do not have any
significant assets other than the receivables securing such obligations. In
general, the collateral supporting asset backed securities is of shorter
maturity than mortgage loans. Instruments backed by pools of receivables
are similar to mortgage-backed securities in that they are subject to
unscheduled prepayments of principal prior to maturity. When the
obligations are prepaid, the Series will ordinarily reinvest the prepaid
amounts in securities the yields of which reflect interest rates prevailing
at the time. Therefore, a Series' ability to maintain a portfolio which
includes high-yielding asset backed securities will be adversely affected
to the extent that prepayments of principal must be reinvested in
securities which have lower yields than the prepaid obligations. Moreover,
prepayments of securities purchased at a premium could result in a realized
loss. A Series will only invest in asset backed securities rated, at the
time of purchase, AA or better by S&P or Aa or better by Moody's or which,
in the opinion of the investment subadviser, are of comparable quality.
. INVERSE FLOATERS (LOOMIS SAYLES BALANCED, SALOMON BROTHERS U.S. GOVERNMENT
AND SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
The Series listed above may invest in inverse floaters, which are
derivative mortgage securities. Inverse floaters are structured as a class
of security that receives distributions on a pool of mortgage assets and
whose yields move in the opposite direction of short-term interest rates,
sometimes, at an accelerated rate. Inverse floaters may be issued by
agencies or instrumentalities of the U.S. Government, or by private
issuers, including savings and loan associations, mortgage banks,
commercial banks, investment banks and special purpose subsidiaries of the
foregoing. Inverse floaters have greater volatility than other types of
mortgage securities in which the Series invest (with the exception of
stripped mortgage securities). Although inverse floaters are purchased and
sold by institutional investors through several investment banking firms
acting as brokers or dealers, the market for such securities has not yet
been fully developed. Accordingly, inverse floaters are generally illiquid.
. REPURCHASE AGREEMENTS (ALL SERIES)
In repurchase agreements, a Series buys securities from a seller, usually a
bank or brokerage firm, with the understanding that the seller will
repurchase the securities at a higher price at a later date. Such
transactions afford an opportunity for a Series to earn a return on
available cash at minimal market risk, although the Series may be subject
to various delays and risks of loss if the seller is unable to meet its
obligation to repurchase.
. REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS (SALOMON BROTHERS
U.S. GOVERNMENT AND SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
The Series may enter into reverse repurchase agreements and dollar roll
agreements with banks and brokers to enhance return.
Reverse repurchase agreements involve sales by the Series of portfolio
assets concurrently with an agreement by the Series to repurchase the same
assets at a later date at a fixed price. During the reverse repurchase
agreement period, the Series continues to receive principal and interest
payments on these securities and also has the opportunity to earn a return
on the collateral furnished by the counterparties to secure its obligation
to redeliver the securities.
Dollar rolls are transactions in which the Series sells securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a specified
future date. During the roll period, the Series forgoes principal and
interest paid on both the securities sold and those to be purchased. The
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Series is compensated by the difference between the current sales price and
the forward price for the future purchase (often referred to as the "drop")
as well as by the interest earned on the cash proceeds of the initial sale.
The Series will establish segregated accounts with the Fund's custodian in
which they will maintain cash, U.S. Government Securities or other liquid
high grade debt obligations equal in value to their obligations with
respect to reverse repurchase agreements and dollar rolls. Reverse
repurchase agreements and dollar rolls involve the risk that the market
value of the securities retained by the Series may decline below the price
of the securities the Series has sold but is obligated to repurchase under
the agreement. In the event the buyer of securities under a reverse
repurchase agreement or dollar roll files for bankruptcy or becomes
insolvent, the Series' use of the proceeds of the agreement may be
restricted pending a determination by the other party or its trustee or
receiver, whether to enforce the Series' obligation to repurchase the
securities. Reverse repurchase agreements and dollar rolls are not
considered borrowings by the Series for purpose of the Series' fundamental
investment restriction with respect to borrowings.
. OPTIONS (DRAYCOTT INTERNATIONAL EQUITY, SALOMON BROTHERS U.S. GOVERNMENT,
SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES AND VENTURE VALUE SERIES)
A Series may seek to increase its current return by writing covered call
options and covered put options, with respect to securities it holds or
intends to buy, through the facilities of options exchanges and directly
with market makers in the over-the-counter market. A Series receives a
premium from writing a call or put option, which increases the Series'
current return if the option expires unexercised or is closed out at a net
profit.
At times when a Series has written call options on a substantial portion of
its portfolio, the Series' ability to profit and its risk of loss from
changes in market prices of portfolio securities will be limited.
Appreciation in securities covering the options would likely be partially
or wholly offset by losses on the options. The termination of options
positions under such conditions would generally result in the realization
of short-term capital losses, which would reduce the Series' current
return. Accordingly, a Series may seek to realize capital gains to offset
realized losses by selling securities.
As described in the Statement, over-the-counter options involve certain
special risks (including liquidity and credit risks) not necessarily
present with exchange-listed options. A Series will treat as illiquid any
over-the-counter options and assets maintained as "cover" for over-the-
counter options that the Series has written.
The options markets of foreign countries are small compared to those of the
United States and consequently are characterized in most cases by less
liquidity than are the U.S. markets. In addition, foreign markets may be
subject to less detailed reporting requirements and regulatory controls
than U.S. markets. See "Foreign Securities" below.
. FUTURES AND OTHER HEDGING TRANSACTIONS (WESTPEAK VALUE GROWTH, LOOMIS
SAYLES BALANCED, DRAYCOTT INTERNATIONAL EQUITY, SALOMON BROTHERS U.S.
GOVERNMENT, SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES AND VENTURE VALUE
SERIES)
Futures contracts are exchange-traded obligations to buy or sell a
particular security on a specified future date (or to pay or receive
amounts based on the value of a securities index or currency on that date).
The use of futures transactions entails certain special risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related securities or currency
position of a Series could create the possibility that losses on the
futures contracts are greater than gains in the value of the Series'
position. In addition, futures markets could be illiquid in some
circumstances. As a result, in certain markets, a Series might not be able
to close out a transaction without incurring substantial losses. Although a
Series' use of futures transactions for hedging should tend to minimize the
risk of loss due to a decline in the value of the hedged position, at the
same time it will tend to limit any potential gain to a Series that might
result from an increase in value of the position. The daily variation
margin requirements for futures contracts create a greater ongoing
potential financial risk than would purchases of options, in which case the
exposure is limited to the cost of the initial premium.
Each of these Series may, at the discretion of its subadviser, engage in
foreign currency exchange transactions, in connection with the purchase and
sale of portfolio securities, to protect the value of specific portfolio
positions or in anticipation of changes in relative values of currencies in
which current or future Series' portfolio holdings are denominated or
quoted.
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For hedging purposes, each of these Series may also buy put or call options
on securities that it holds or intends to buy. In addition to engaging in
options transactions on established exchanges, a Series may purchase over-
the-counter options from brokerage firms and other financial institutions.
Each of these Series may invest in options and futures contracts on various
securities indices to hedge against changes in the value of securities it
holds or expects to acquire. These Series may also invest in options on
index futures.
No Series will invest more than 5% of its net assets in futures or premiums
for options on futures that are traded on a U.S. commodities exchange.
Certain asset segregation requirements apply when a Series becomes
obligated under a hedging instrument. There is no assurance that a Series'
hedging strategies will be effective. These strategies involve costs and
the risk of loss to the Series. See Part II of the Statement for more
information.
. SWAPS (SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
The Series may enter into interest rate, currency and index swaps. The
Series will enter into these transactions primarily to seek to preserve a
return or spread on a particular investment or portion of its portfolio, to
protect against currency fluctuations, as a duration management technique
or to protect against any increase in the price of securities a Series
anticipates purchasing at a later date. Interest rate swaps involve the
exchange by a Series with another party of their respective commitments to
pay or receive interest (for example, an exchange of floating rate payments
for fixed rate payments with respect to a notional amount of principal). A
currency swap is an agreement to exchange cash flows on a notional amount
based on changes in the relative values of the specified currencies. The
Series will maintain cash and appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap agreements.
Because swap agreements are not exchange-traded, but are private contracts
into which the Series and a swap counterparty enter as principals, the
Series may experience a loss or delay in recovering assets if the
counterparty were to default on its obligations.
. STRUCTURED NOTES (SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
The Salomon Brothers Strategic Bond Opportunities Series is permitted to
invest in a broad category of instruments known as "structured notes."
These instruments are debt obligations issued by industrial corporations,
financial institutions or governmental or international agencies.
Traditional debt obligations typically obligate the issuer to repay the
principal plus a specified rate of interest. Structured notes, by contrast,
obligate the issuer to pay amounts of principal or interest that are
determined by reference to changes in some external factor or factors. For
example, the issuer's obligations could be determined by reference to
changes in the value of a commodity (such as gold or oil), a foreign
currency, an index of securities (such as the S&P 500 Index) or an interest
rate (such as the U.S. Treasury bill rate). In some cases, the issuer's
obligations are determined by reference to changes over time in the
difference (or "spread") between two or more external factors (such as the
U.S. prime lending rate and the London Inter-Bank Offering Rate). In some
cases, the issuer's obligations may fluctuate inversely with changes in an
external factor or factors (for example, if the U.S. prime lending rate
goes up, the issuer's interest payment obligations are reduced). In some
cases, the issuer's obligations may be determined by some multiple of the
change in an external factor or factors (for example, three times the
change in the U.S. Treasury bill rate). In some cases, the issuer's
obligations remain fixed (as with a traditional debt instrument) so long as
an external factor or factors do not change by more than the specified
amount (for example, if the U.S. Treasury bill rate does not exceed some
specified maximum); but if the external factor or factors change by more
than the specified amount, the issuer's obligations may be sharply reduced.
Structured notes can serve many different purposes in the management of the
Series. For example, they can be used to increase the Series' exposure to
changes in the value of assets that the Series would not ordinarily
purchase directly (such as gold or oil). They can also be used to hedge the
risks associated with other investments the Series holds. For example, if a
structured note has an interest rate that fluctuates inversely with general
changes in market interest rates, the value of the structured note would
generally move in the opposite direction to the value of traditional debt
obligations, thus moderating the effect of interest rate changes in the
value of the Series' portfolio as a whole.
Structured notes involve special risks. As with any debt obligation,
structured notes involve the risk that the issuer will become insolvent or
otherwise default on its payment obligations. The risk is in addition to
the risk that the
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issuer's obligations (and thus the value of the Series' investment) will be
reduced because of adverse changes in the external factor or factors to
which the obligations are linked. The value of structured notes will in
many cases be more volatile (that is, will change more rapidly or severely)
than the value of traditional debt instruments. Volatility will be
especially high if the issuer's obligations are determined by reference to
some multiple of the change in the external factor or factors. Many
structured notes have limited or no liquidity, so that the Series would be
unable to dispose of the investment prior to maturity. (The Series is not
permitted to invest more than 15% of its net assets in illiquid
investments.) As with all investments, successful use of structured notes
depends in significant part on the accuracy of the subadviser's analysis of
the issuer's creditworthiness and financial prospects, and of the
subadviser's forecast as to changes in relevant economic and financial
market conditions and factors. In instances where the issuer of a
structured note is a foreign entity, the usual risks associated with
investments in foreign securities (described above) apply.
. FOREIGN SECURITIES (LOOMIS SAYLES AVANTI GROWTH, LOOMIS SAYLES SMALL CAP,
LOOMIS SAYLES BALANCED, DRAYCOTT INTERNATIONAL EQUITY, SALOMON BROTHERS
U.S. GOVERNMENT, SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES, VENTURE
VALUE AND ALGER EQUITY GROWTH SERIES)
Each of these Series may invest in securities of issuers organized or
headquartered outside the United States or primarily traded outside the
United States ("foreign securities"). In the case of the Loomis Sayles
Small Cap, Loomis Sayles Avanti Growth and Salomon Brothers U.S. Government
Series, the Series will not purchase a foreign security if, as a result,
the Series' holdings of foreign securities would exceed 20% of the Series'
total assets.
Although investing in foreign securities may increase a Series'
diversification and reduce portfolio volatility, foreign securities may
present risks not associated with investments in comparable securities of
U.S. issuers. There may be less information publicly available about a
foreign corporate or government issuer than about a U.S. issuer, and
foreign corporate issuers are not generally subject to accounting, auditing
and financial reporting standards and practices comparable to those in the
United States. The securities of some foreign issuers are less liquid and
at times more volatile than securities of comparable U.S. issuers. Foreign
brokerage commissions and securities custody costs are often higher than in
the United States. With respect to certain foreign countries, there is a
possibility of governmental expropriation of assets, confiscatory taxation,
political or financial instability and diplomatic developments that could
affect the value of investments in those countries. A Series' receipt of
interest on foreign government securities may depend on the availability of
tax or other revenues to satisfy the issuer's obligations.
A Series' investments in foreign securities may include investments in
countries whose economies or securities markets are not yet highly
developed. Special considerations associated with these investments (in
addition to the considerations regarding foreign investments generally) may
include, among others, greater political uncertainties, an economy's
dependence on revenues from particular commodities or on international aid
or development assistance, currency transfer restrictions, highly limited
numbers of potential buyers for such securities and delays and disruptions
in securities settlement procedures.
Since most foreign securities are denominated in foreign currencies or
trade primarily in securities markets in which settlements are made in
foreign currencies, the value of these investments and the net investment
income available for distribution to shareholders of a Series investing in
these securities may be affected favorably or unfavorably by changes in
currency exchange rates or exchange control regulations. Changes in the
value relative to the U.S. dollar of a foreign currency in which a Series'
holdings are denominated will result in a change in the U.S. dollar value
of the Series' assets and the Series' income available for distribution.
In addition, although part of a Series' income may be received or realized
in foreign currencies, the Series will be required to compute and
distribute its income in U.S. dollars. Therefore, if the value of a
currency relative to the U.S. dollar declines after a Series' income has
been earned in that currency, translated into U.S. dollars and declared as
a dividend, but before payment of the dividend, the Series could be
required to liquidate portfolio securities to pay the dividend. Similarly,
if the value of a currency relative to the U.S. dollar declines between the
time a Series accrues expenses in U.S. dollars and the time such expenses
are paid, the amount of such currency required to be converted into U.S.
dollars will be greater than the equivalent amount in such currency of such
expenses at the time they were incurred.
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. HIGH YIELD/HIGH RISK FOREIGN SOVEREIGN DEBT SECURITIES (SALOMON BROTHERS
STRATEGIC BOND OPPORTUNITIES SERIES)
Investing in fixed and floating rate high yield foreign sovereign debt
securities will expose the Series to special risks in addition to those
described under "Foreign Securities" above. These bonds are typically
issued by developing or emerging countries, whose ability to pay principal
and interest may be adversely affected by many factors, including: high
rates of inflation, high interest rates, currency exchange rates or
difficulties, political uncertainty or instability, the country's cash flow
position, the availability of sufficient foreign exchange on the date a
payment is due, the relative size of its debt service burden to the economy
as a whole, the policy of the International Monetary Fund, the World Bank
and other international agencies, the obligor's balance of payments,
including export performance, its access to international credit and
investments, fluctuations in the international prices of commodities which
it imports or exports and the extent of its foreign reserves and access to
foreign exchange. Currency devaluations may also adversely affect the
ability of a sovereign obligor to obtain sufficient foreign exchange to
service its external debt.
If a foreign sovereign obligor cannot generate sufficient earnings from
foreign trade to service its external debt, it may need to depend on
continuing loans and aid from foreign governments, commercial banks and
multilateral organizations, and inflows of foreign investment. The
commitment on the part of these entities to make such disbursements may be
conditioned on the government's implementation of economic reforms or other
requirements. Failure to meet such conditions may result in the
cancellation of such third parties' commitments to lend funds, which may
further impair the obligor's ability or willingness to timely service its
debts. Sovereign obligors in developing and emerging countries have in the
past experienced substantial difficulties in servicing their external debt
obligations, which has led to defaults on certain obligations and the
restructuring of certain indebtedness including among other things,
reducing and rescheduling interest and principal payments by negotiating
new or amended credit agreements or converting outstanding principal and
unpaid interest to Brady Bonds and obtaining new credit to finance interest
payments. There can be no assurance that the Brady Bonds and other foreign
sovereign debt securities in which the Series may invest will not be
subject to similar restructuring arrangements or to requests for new credit
which may adversely affect the Series' holdings.
. LOAN PARTICIPATIONS AND ASSIGNMENTS (SALOMON BROTHERS STRATEGIC BOND
OPPORTUNITIES SERIES)
The Series may invest in fixed and floating rate loans ("Loans") arranged
through private negotiations between a foreign sovereign entity and one or
more financial institutions ("Lenders"). The Series may invest in such
Loans in the form of participations in Loans ("Participations") and
assignments of all or a portion of Loans from third parties
("Assignments"). Participations typically will result in the Series having
a contractual relationship only with the Lender, not with the borrower. The
Series will have the right to receive payments of principal, interest and
any fees to which it is entitled only from the Lender selling the
Participation and only upon receipt by the Lender of the payments from the
borrower. In connection with purchasing Participations, the Series
generally will have no right to enforce compliance by the borrower with the
terms of the loan agreement relating to the Loan, nor any rights of set-off
against the borrower, and the Series may not benefit directly from any
collateral supporting the Loan in which it has purchased the Participation.
As a result, the Series will be subject to credit risk relating to both the
borrower and the Lender that is selling the Participation. In the event of
the insolvency of the Lender selling a Participation, the Series may be
treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. When the Series purchases
Assignments from Lenders, the Series will acquire direct rights against the
borrower on the Loan, except that under certain circumstances such rights
may be more limited than those held by the assigning Lender.
The Series may have difficulty disposing of Assignments and Participations.
Because the market for such instruments is not highly liquid, the Series
anticipates that such instruments could be sold only to a limited number of
institutional investors. The lack of a highly liquid secondary market may
have an adverse impact on the value of such instruments and will have an
adverse impact on the Series' ability to dispose of particular Assignments
or Participations in response to a specific economic event, such as
deterioration in the creditworthiness of the borrower. The Series currently
intends to treat all investments in Participations and Assignments as
illiquid.
. WHEN-ISSUED SECURITIES (DRAYCOTT INTERNATIONAL EQUITY, SALOMON BROTHERS
U.S. GOVERNMENT, SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES, VENTURE
VALUE AND ALGER EQUITY GROWTH SERIES)
If the value of a "when-issued" security being purchased falls between the
time a Series commits to buy it and the payment date, the Series may
sustain a loss. The risk of this loss is in addition to the Series' risk of
loss on the
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securities actually in its portfolio at the time. In addition, when the
Series buys a security on a when-issued basis, it is subject to the risk
that market rates of interest will increase before the time the security is
delivered, with the result that the yield on the security delivered to the
Series may be lower than the yield available on other, comparable
securities at the time of delivery. The Series will maintain cash or liquid
high grade assets in a segregated account in an amount sufficient to
satisfy its outstanding obligations to buy securities on a "when-issued"
basis.
. INVESTMENT COMPANY SECURITIES (WESTPEAK VALUE GROWTH, LOOMIS SAYLES AVANTI
GROWTH, DRAYCOTT INTERNATIONAL EQUITY, VENTURE VALUE AND ALGER EQUITY
GROWTH SERIES)
Each of these Series may invest up to 10% of its assets in securities of
investment companies. As a shareholder of an investment company, each
Series may indirectly bear investment management fees and other expenses of
that investment company, which are in addition to the management fees the
Series pays its adviser and other expenses the Series incurs directly. The
Venture Value Series may only invest in securities of investment companies
investing primarily in foreign securities.
. LENDING OF PORTFOLIO SECURITIES (SALOMON BROTHERS U.S. GOVERNMENT, SALOMON
BROTHERS STRATEGIC BOND OPPORTUNITIES, VENTURE VALUE AND ALGER EQUITY
GROWTH SERIES)
To the extent that any of the above Series lend that Series' portfolio
securities, such lending must be fully collateralized by cash, letters of
credit or U.S. Government Securities at all times, but involves some credit
risk to the Series if the other party should default on its obligations and
the Series is delayed in or prevented from recovering the collateral.
. "SHORT SALES AGAINST THE BOX" (ALGER EQUITY GROWTH SERIES)
The Alger Equity Growth Series may sell securities "short against the box."
While a short sale is the sale of a security the Series does not own, it is
"against the box" if at all times when the short position is open the
Series owns an equal amount of the securities sold short (or securities
convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities sold short).
. ILLIQUID SECURITIES (ALL SERIES)
Each Series may invest up to 15% of its assets in "illiquid securities,"
that is, securities which are not readily resaleable, including securities
whose disposition is restricted by federal securities laws. The Series may
purchase "Rule 144A securities." These are privately offered securities
that can be resold only to certain qualified institutional buyers. Rule
144A securities are treated as illiquid, unless the Series' subadviser has
determined, under guidelines established by the Fund's trustees, that the
particular issue of Rule 144A securities is liquid.
. ZERO COUPON SECURITIES (LOOMIS SAYLES BALANCED, SALOMON BROTHERS U.S.
GOVERNMENT AND SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES)
Zero coupon securities involve special risk considerations. Zero coupon
securities are debt securities that pay no cash income but are sold at
substantial discounts from their value at maturity. When a zero coupon
security is held to maturity, its entire return, which consists of the
amortization of discount, comes from the difference between its purchase
price and its maturity value. The difference is known at the time of
purchase, so that investors holding zero coupon securities until maturity
know at the time of their investment what the return on their investment
will be. Certain zero coupon securities also are sold at substantial
discounts from their maturity value and provide for the commencement of
regular interest payments at a deferred date.
Zero coupon securities tend to be subject to greater price fluctuations in
response to changes in interest rates than are ordinary interest-paying
debt securities with similar maturities. The value of zero coupon
securities appreciates more during periods of declining interest rates and
depreciates more during periods of rising interest rates. Zero coupon
securities may be issued by a wide variety of corporate and governmental
issuers. Although zero coupon securities are generally not traded on a
national securities exchange, many such securities are widely traded by
brokers and dealers and, if so, will not be considered illiquid.
Current federal income tax law requires the holder of a zero coupon
security (as well as the holders of other securities, such as Brady Bonds,
which may be acquired at a discount) to accrue income with respect to these
securities prior to the receipt of cash payments. To maintain its
qualification as a regulated investment company and avoid liability for
federal income and excise taxes, the Series may be required to distribute
income accrued with respect to these
24
<PAGE>
securities and may have to dispose of portfolio securities under
disadvantageous circumstances in order to generate cash to satisfy these
distribution requirements.
Note: Except for the investment objective of the Westpeak Value Growth,
Loomis Sayles Avanti Growth and Loomis Sayles Small Cap Series or except as
otherwise explicitly stated in this Prospectus or the Statement, each Series'
investment policies may be changed at any time without shareholder approval.
PORTFOLIO TURNOVER
Portfolio turnover is not a limiting factor with respect to investment
decisions for any Series. For example, although the Alger Equity Growth
Series' objective is long-term capital appreciation, it frequently sells
securities to reflect changes in market, industry or individual company
conditions or outlook, even though it may only have held those securities for
a short period. High portfolio turnover involves correspondingly greater
brokerage commissions and other transaction costs, which will be borne
directly by the relevant Series. For additional information about such costs
see "Taxes" and "Management" below, and "Portfolio Transactions and Brokerage"
in the Statement. For information about the past portfolio turnover rates of
all the Series, see "Financial Highlights." Although it is not possible to
predict the portfolio turnover rates with certainty, the subadvisers of the
following Series (all of which unless otherwise noted commenced operations on
October 31, 1994) expect that such Series' portfolio turnover rate will
usually not exceed the following annual rates: Loomis Sayles Small Cap Series
(which commenced operations on May 1, 1994), 300%; Loomis Sayles Balanced
Series, 75%; Draycott International Equity Series, 60%; Salomon Brothers U.S.
Government Series, 300%; Salomon Brothers Strategic Bond Opportunities Series,
300%; Venture Value Series, 50%; Alger Equity Growth Series, 100%. Turnover in
excess of 100% involves higher levels of brokerage commissions and possibly
increased realization of taxable gains, as compared to many mutual funds.
RESOLVING MATERIAL CONFLICTS
Currently, shares in the Fund are available only to separate accounts
established by NEVLICO, The New England or subsidiaries of The New England as
an investment vehicle for variable life insurance or variable annuity
products. In the future, however, such shares may be offered to separate
accounts of insurance companies unaffiliated with NEVLICO or The New England.
A potential for certain conflicts of interest exists between the interests
of variable life insurance contract owners and variable annuity contract
owners. Pursuant to conditions imposed in connection with related regulatory
relief granted by the SEC, the Fund's board of trustees (the "Board of
Trustees") has an obligation to monitor events to identify conflicts that may
arise from the sale of shares to both variable life insurance and variable
annuity separate accounts or to separate accounts of insurance companies not
affiliated with The New England. Such events might include changes in state
insurance law or federal income tax law, changes in investment management of
any portfolio of the Fund, or differences between voting instructions given by
variable life insurance and variable annuity contract owners. Insurance
companies investing in the Fund will be responsible for proposing and
executing any necessary remedial action and the Board of Trustees has an
obligation to determine whether such proposed action adequately remedies any
such conflicts.
PERFORMANCE INFORMATION
Information about the performance of the Series is set forth below and, from
time to time, the Fund may use this information in advertisements. Performance
information about a Series is based on that Series' past performance and is
not intended to indicate future performance. The Fund serves as the underlying
investment vehicle for variable life insurance or variable annuity products
and its shares cannot be purchased directly. Therefore, such performance
information does not reflect any of the charges assessed against the insurance
company separate accounts or the variable life insurance or variable annuity
products for which the Fund serves as an investment vehicle. Where relevant,
performance information about those variable life insurance or variable
annuity products is contained in the prospectus applicable to those products.
25
<PAGE>
Each Series may include its total return in advertisements or other written
material. Total return is measured by comparing the value of a hypothetical
$1,000 investment in the Series at the beginning of the relevant period to the
value of the investment at the end of the period (assuming immediate
reinvestment of any dividends or capital gains distributions). Total return
reflects the bearing of certain expenses by The New England and its affiliates
pursuant to various arrangements that are described below under "Management."
If these arrangements had not been in effect, each Series' total return would
have been lower.
TOTAL RETURN
<TABLE>
<CAPTION>
AVERAGE ANNUAL AVERAGE ANNUAL
TOTAL RETURN TOTAL RETURN
FOR THE TEN FOR THE FIVE
PERIOD YEARS ENDING YEARS ENDING
RETURN 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 12/31/94 12/31/94
------ ----- ----- ---- ----- ----- ----- ----- ---- ----- ----- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Westpeak Value
Growth Series(1) -- -- -- -- -- -- -- -- 14.2%(1) -1.2% -- --
Loomis Sayles
Avanti Growth
Series(2) -- -- -- -- -- -- -- -- 14.7%(2) -0.3% -- --
Loomis Sayles
Small Cap Series(3) -- -- -- -- -- -- -- -- -- -3.2%(3) -- --
Loomis Sayles
Balanced Series -- -- -- -- -- -- -- -- -- -0.1%(4) -- --
Draycott
International
Equity Series -- -- -- -- -- -- -- -- -- 2.6%(4) -- --
Salomon Brothers
U.S. Government
Series -- -- -- -- -- -- -- -- -- 0.6%(4) -- --
Salomon Brothers
Strategic Bond
Opportunities
Series -- -- -- -- -- -- -- -- -- -1.4%(4) -- --
Venture Value
Series -- -- -- -- -- -- -- -- -- -3.5%(4) -- --
Alger Equity
Growth Series -- -- -- -- -- -- -- -- -- -4.2%(4) -- --
S&P 500(5) 31.6% 18.6% 5.2% 16.5% 31.6% -3.1% 30.3% 7.6% 10.1% 1.3% 14.4% 8.7%
Lehman
Intermediate
Government/Corporate
Bond Index(6) 18.1% 13.1% 3.7% 6.8% 12.8% 9.2% 14.6% 7.2% 8.8% -2.0% 9.1% 7.4%
Consumer Price
Index(7) 3.8% 1.1% 4.4% 4.4% 4.7% 6.1% 3.1% 2.9% 2.8% 2.8% 3.6% 3.5%
Dow Jones
Industrial Average(8) 33.6% 27.1% 5.5% 16.1% 32.2% -1.0% 24.2% 7.4% 16.9% 5.1% 16.2% 10.3%
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
SINCE COMMENCE-
PERIOD MENT OF OFFERING
RETURN THROUGH 12/31/94
------ ----------------
<S> <C>
Westpeak Value
Growth Series(1) 7.5%(1)
Loomis Sayles
Avanti Growth
Series(2) 8.4%(2)
Loomis Sayles
Small Cap Series(3) -3.2%(3)
Loomis Sayles
Balanced Series -0.1%(4)
Draycott
International
Equity Series 2.6%(4)
Salomon Brothers
U.S. Government
Series 0.6%(4)
Salomon Brothers
Strategic Bond
Opportunities
Series -1.4%(4)
Venture Value
Series -3.5%(4)
Alger Equity
Growth Series -4.2%(4)
S&P 500(5) 13.4%
Lehman
Intermediate
Government/Corporate
Bond Index(6) 9.7%
Consumer Price
Index(7) 3.6%
Dow Jones
Industrial Average(8) 14.9%
</TABLE>
- -------
(1) For the period beginning April 30, 1993, when the Westpeak Value Growth
Series became publicly available.
(2) For the period beginning April 30, 1993, when the Loomis Sayles Avanti
Growth Series became publicly available.
(3) For the period beginning May 2, 1994, when the Loomis Sayles Small Cap
Series commenced operations, but did not become publicly available.
Average annual total return for the period May 2, 1994 through December
31, 1994 is presented on an unannualized basis.
(4) Represents unannualized total return for the period beginning October 31,
1994 when the Loomis Sayles Balanced, Draycott International Equity,
Salomon Brothers U.S. Government, Salomon Brothers Strategic Bond
Opportunities, Venture Value and Alger Equity Growth Series commenced
operations.
(5) The S&P 500 Stock Index is an unmanaged weighted index of the stock
performance of 500 industrial, transportation, utility and financial
companies. Investment results shown assume the reinvestment of dividends.
(6) The Lehman Intermediate Government/Corporate Bond Index is a subset of the
Lehman Government/Corporate Bond Index covering all issues with maturities
between 1 and 10 years which is composed of taxable, publicly-issued, non-
convertible debt obligations issued or guaranteed by the U.S. Government
or its agencies and another Lehman index that is composed of taxable,
fixed rate publicly-issued, investment grade non-convertible corporate
debt obligations.
(7) The Consumer Price Index, published by the U.S. Bureau of Labor
Statistics, is a statistical measure of changes, over time, in the prices
of goods and services.
(8) The Dow Jones Industrial Average is a market value-weighted and unmanaged
index of 30 large industrial stocks traded on the New York Stock Exchange.
26
<PAGE>
From time to time, articles about a Series regarding performance, rankings
and other Series characteristics may appear in national publications
including, but not limited to, The Wall Street Journal, Forbes, Fortune, CDA
Investment Technologies and Money Magazine. In particular, some or all of
these publications may publish their own rankings or performance reviews of
mutual funds, including the Fund. References to or reprints or portions of
reprints of such articles, which may include rankings that list the names of
other funds and their performance, may be used as Fund or variable contract
sales literature or advertising material.
YIELD
Loomis Sayles Balanced, Salomon Brothers U.S. Government and Salomon Brothers
Strategic Bond Opportunities Series
Each of these Series may advertise its yield in addition to its total
return. The yield will be computed in accordance with the SEC's standardized
formula by dividing the net investment income per share earned during a recent
30-day period by the net asset value of a Series share (reduced by any earned
income expected to be declared shortly as a dividend) on the last trading day
of the period. Yield calculations will reflect any waiver of fees and/or
bearing of expenses by The New England and its affiliates.
INVESTMENT RESTRICTIONS
The following is a description of restrictions on the investments to be made
by the twelve Series. Except as specifically listed below, and except for
restrictions marked with an asterisk, these restrictions may not be changed
without the approval of a majority of the outstanding voting securities of the
relevant Series.
INVESTMENT RESTRICTIONS APPLICABLE TO THE WESTPEAK VALUE GROWTH, LOOMIS SAYLES
AVANTI GROWTH, LOOMIS SAYLES SMALL CAP, LOOMIS SAYLES BALANCED, DRAYCOTT
INTERNATIONAL EQUITY, SALOMON BROTHERS U.S. GOVERNMENT, SALOMON BROTHERS
STRATEGIC BOND OPPORTUNITIES, VENTURE VALUE AND ALGER EQUITY GROWTH SERIES
Each of the Series listed above will not:
*(1) With respect to 75% of the Series' total assets, purchase any
security (other than U.S. Government obligations) if, as a result, more
than 5% of the Series' total assets (taken at current value) would then be
invested in securities of a single issuer and, with respect to the Series'
total assets, purchase any security (other than U.S. Government
obligations) if, as a result, more than 10% of such assets would then be
invested in securities of a single issuer;
(2) Purchase any security (other than U.S. Government Securities) if, as
a result, more than 25% of the Series' total assets (taken at current
value) would be invested in any one industry (in the utilities category,
gas, electric, water and telephone companies will be considered as being in
separate industries, and each foreign country's government (together with
subdivisions thereof) will be considered to be a separate industry);
*(3) Purchase securities on margin (but it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities), or make short sales except where, by virtue of ownership of
other securities, it has the right to obtain, without payment of further
consideration, securities equivalent in kind and amount to those sold, and
the Series will not deposit or pledge more than 10% of its total assets
(taken at current value) as collateral for such sales. (For this purpose,
the deposit or payment by the Series of initial or variation margin in
connection with futures contracts or related options transactions is not
considered the purchase of a security on margin);
*(4) Acquire more than 10% of any class of securities of an issuer
(taking all preferred stock issues of an issuer as a single class and all
debt issues of an issuer as a single class) or acquire more than 10% of the
outstanding voting securities of an issuer;
(5) Borrow money in excess of 10% of its total assets (taken at cost) or
5% of its total assets (taken at current value), whichever is lower, and
then only as a temporary measure for extraordinary or emergency purposes;
27
<PAGE>
*(6) Pledge more than 15% of its total assets (taken at cost). (For the
purpose of this restriction, collateral arrangements with respect to
options, futures contracts and options on futures contracts and with
respect to initial and variation margin are not deemed to be a pledge of
assets);
*(7) Invest more than 5% of its total assets (taken at current value) in
securities of businesses (including predecessors) less than three years
old;
*(8) Purchase or retain securities of any issuer if officers and trustees
of the Fund or officers and directors of any investment adviser of the Fund
who individually own more than l/2 of 1% of the shares or securities of
that issuer, together own more than 5%;
(9) Make loans, except by entering into repurchase agreements (including
reverse repurchase agreements) or by purchase of bonds, debentures,
commercial paper, corporate notes and similar evidences of indebtedness,
which are a part of an issue to the public or to financial institutions, or
through the lending of the Series' portfolio securities to the extent set
forth under "Loans of Portfolio Securities" above;
(10) Buy or sell oil, gas or other mineral leases, rights or royalty
contracts, real estate or commodities or commodity contracts, except that
the Series may buy and sell futures contracts and related options. (This
restriction does not prevent the Series from purchasing securities of
companies investing in the foregoing);
(11) Act as underwriter, except to the extent that, in connection with
the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws;
*(12) Make investments for the purpose of exercising control or
management;
*(13) Participate on a joint or joint and several basis in any trading
account in securities. (The "bunching" of orders for the purchase or sale
of portfolio securities for a Series with that Series' adviser or
subadviser or accounts under their management to reduce brokerage
commissions, to average prices among them or to facilitate such
transactions is not considered a trading account in securities for purposes
of this restriction.);
*(14) Write, purchase or sell options or warrants or, in the case of the
Loomis Sayles Small Cap Series, combinations of both, except that the
Series may (a) acquire warrants or rights to subscribe to securities of
companies issuing such warrants or rights, or of parents or subsidiaries of
such companies, (b) write, purchase and sell put and call options on
securities or securities indices, and (c) enter into currency forward
contracts;
*(15) Purchase any illiquid security if, as a result, more than 15% of
its net assets (taken at current value) would be invested in such
securities;
*(16) Invest in the securities of other investment companies, except by
purchases in the open market involving only customary brokers' commissions.
Under the 1940 Act, the Series may not (a) invest more than 10% of its
total assets (taken at current value) in such securities, (b) own
securities of any one investment company having a value in excess of 5% of
the total assets of the Series (taken at current value), or (c) own more
than 3% of the outstanding voting stock of any one investment company; or
(17) Issue senior securities. (For the purpose of this restriction none
of the following is deemed to be a senior security: any pledge or other
encumbrance of assets permitted by restriction (6) above; any borrowing
"permitted by restriction (5) above; any collateral arrangements with
respect to options, futures contracts and options on futures contracts and
with respect to initial and variation margin; the purchase or sale of
options, forward contracts, futures contracts or options on futures
contracts; and the issuance of shares of beneficial interest permitted from
time to time by the provisions of the Trust's Declaration of Trust and by
the 1940 Act, the rules thereunder, or any exemption therefrom.)
For purposes of restriction (5), reverse repurchase agreements are not
considered borrowings.
VARIABLE CONTRACT RELATED INVESTMENT RESTRICTIONS
Separate accounts supporting variable life insurance and variable annuity
contracts are subject to certain diversification requirements imposed by
regulations adopted under the Internal Revenue Code. Because the Fund is
intended as an investment vehicle for variable life insurance and variable
annuity separate accounts, Section 817(h) of the Internal Revenue Code
requires that the Fund's investments, and accordingly the investments of each
Series, be "adequately diversified" in
28
<PAGE>
accordance with Treasury Regulations. Failure to do so means the variable life
insurance and variable annuity contracts would cease to qualify as life
insurance and annuities for federal tax purposes. Regulations specifying the
diversification requirements have been issued by the Department of Treasury.
The Fund intends to comply with these requirements.
MANAGEMENT
The Fund's Board of Trustees supervises the affairs of the Fund as conducted
by the Series' advisers. Pursuant to separate advisory agreements, and subject
in each case to the supervision of the Fund's Board of Trustees, TNE Advisers,
Inc. is the investment adviser of each of the Series.
SERIES ADVISED BY TNE ADVISERS, INC.
The subadviser of each Series for which TNE advisers, Inc. serves as adviser
is:
<TABLE>
<CAPTION>
SERIES SUBADVISER
------ ----------
<S> <C>
Westpeak Value Growth Series Westpeak
Loomis Sayles Avanti Growth Series Loomis Sayles
Loomis Sayles Small Cap Series Loomis Sayles
Loomis Sayles Balanced Series Loomis Sayles
Draycott International Equity
Series Draycott
Salomon Brothers Strategic Bond
Opportunities Series Salomon Brothers Asset Management Inc
Salomon Brothers U.S. Government
Series Salomon Brothers Asset Management Inc
Venture Value Series Selected/Venture Advisers, L.P.
Alger Equity Growth Series Fred Alger Management, Inc.
</TABLE>
TNE ADVISERS, INC., 501 Boylston Street, Boston, MA 02116, was organized in
1994. It is a wholly-owned subsidiary of The New England. TNE Advisers, Inc.
oversees, evaluates and monitors the subadvisers' provision of investment
advisory services to the Series and provides general business management and
administration to the Series. TNE Advisers, Inc. has contracted with New
England Funds, L.P. to provide certain administrative services to support the
Series.
Subject to the supervision of TNE Advisers, Inc., each subadviser manages
its Series in accordance with the Series' investment objective and policies,
makes investment decisions for that Series, places orders to purchase and sell
securities for that Series and employs professional advisers and securities
analysts who provide research services to that Series. The Series advised by
TNE Advisers, Inc. pay no direct fees to any of the subadvisers described
below.
Westpeak, Loomis Sayles and Draycott are each independently-operated
subsidiaries of New England Investment Companies, L.P. ("NEIC"). The general
partners of each of Westpeak and Loomis Sayles are special purpose
corporations which are indirect wholly-owned subsidiaries of NEIC. NEIC's sole
general partner, New England Investment Companies, Inc., is a wholly-owned
subsidiary of The New England.
WESTPEAK, 1050 Walnut Street, Boulder, CO 80302, subadviser to the Westpeak
Value Growth and Westpeak Stock Index Series, was organized in 1991. Gerald H.
Scriver, President and Chief Executive Officer of Westpeak and Senior Vice
President of the Fund, and Philip J. Cooper, CFA, Senior Vice President of
portfolio management of Westpeak and Vice President of the Fund, have served
as the portfolio managers of the Westpeak Value Growth Series since its
inception in 1993. Both Mr. Scriver and Mr. Cooper have been with Westpeak
since its inception in 1991. Prior to joining Westpeak in 1991, Mr. Scriver
was Director of Quantitative Strategies of INVESCO and Mr. Cooper was
Portfolio Manager of United Asset Management Services.
LOOMIS SAYLES, One Financial Center, Boston, MA 02111, subadviser to the
Loomis Sayles Avanti Growth, Loomis Sayles Small Cap and Loomis Sayles
Balanced Series, was founded in 1926 and is one of the country's oldest and
largest investment firms. Richard W. Hurckes, Vice President of Loomis Sayles
and Vice President of the Fund, and Scott Pape,
29
<PAGE>
Vice President of Loomis Sayles and Vice President of the Fund, have served as
the portfolio managers of the Loomis Sayles Avanti Growth Series since its
inception in 1993. Mr. Hurckes has been employed by Loomis Sayles for more
than five years. Prior to the time he joined Loomis Sayles in 1991, Mr. Pape
was Equity Portfolio Manager of the Illinois State Board of Investment.
Barbara C. Friedman and Jeffrey C. Petherick, who are Vice Presidents of
Loomis Sayles and the Fund, have served as portfolio managers of the Loomis
Sayles Small Cap Series since its inception in May, 1994. Ms. Friedman was a
partner and portfolio manager at Harvard Management Company prior to joining
Loomis Sayles in 1990. Mr. Petherick was an analyst at Masco Corporation prior
to joining Loomis Sayles in 1990.
Douglas D. Ramos and Meri Anne Beck, who are Vice Presidents of the Fund and
Loomis Sayles, serve as portfolio managers for the Loomis Sayles Balanced
Series. Both Mr. Ramos and Ms. Beck have been employed by Loomis Sayles for
more than five years.
DRAYCOTT PARTNERS, LTD. ("Draycott"), 8 City Road, London EC2Y 1HE, England
subadvises the Draycott International Equity Series. Draycott was organized in
1991 to provide investment advice and management services to institutional
investors' accounts and to mutual funds distributed both to institutional and
retail customers. Draycott regulated by the Investment Management Regulatory
Organisation Limited ("IMRO") in the conduct of Investment Business. IMRO is
the United Kingdom regulator of investment advisers. In addition to the
Series, Draycott currently manages two other mutual funds and three separate
investment accounts of The New England that invest substantially all of their
assets in international equity securities. Nicholas D.P. Carn, Chief
Investment Officer, President and Chief Executive Officer of Draycott, Timothy
S. Griffen, Senior Portfolio Manager and Pacific Rim Specialist of Draycott,
Gregory D. Eckersley, Portfolio Manager and United Kingdom Specialist of
Draycott, and Nigel Hankin, Portfolio Manager and European Specialist of
Draycott, serves as the portfolio managers of the Draycott International
Equity Series. Prior to Draycott's organization in 1991, Mr. Carn was Managing
Director, International Equities Group, Mr. Griffen was a Vice President and
Portfolio Manager and Mr. Hankin was European Fund Manager, all at CIGNA
International Investment Advisors, Ltd. and Mr. Eckersley was an Investment
Manager at Century Asset Management, London.
Short-term U.S. cash management services for the Draycott International
Equity Series are provided by Back Bay Advisors as subadviser to Draycott. For
these services, Draycott has agreed to compensate Back Bay Advisors at the
annual rate of 0.08% of the value of the Series' average daily net assets.
SALOMON BROTHERS ASSET MANAGEMENT INC ("SBAM"), 7 World Trade Center, New
York, New York 10048, the subadviser to the Salomon Brothers U.S. Government
Series and the Salomon Brothers Strategic Bond Opportunities Series, is an
indirect, wholly-owned subsidiary of Salomon Inc ("SI") and was incorporated
in 1987.
In connection with SBAM's service as subadviser to the Strategic Bond
Opportunities Series, SBAM's London based affiliate, Salomon Brothers Asset
Management Limited ("SBAM Limited"), Victoria Plaza, 111 Buckingham Palace
Road, London SW1W, OSB, England, serves as subadviser to SBAM relating to
currency transactions and investments in non-dollar denominated debt
securities for the benefit of the Salomon Brothers Strategic Bond
Opportunities Series. For these services, SBAM has agreed to compensate SBAM
Limited at the rate of one-third of the compensation payable to SBAM by TNE
Advisers, Inc. SBAM Limited is an indirect, wholly-owned subsidiary of S.I.
SBAM Limited is a member of IMRO and is registered as an investment adviser in
the United States pursuant to the Investment Advisers Act of 1940.
Steven Guterman is primarily responsible for the day-to-day management of
the Salomon Brothers U.S. Government Series and the mortgage-backed securities
and U.S. Government securities portions of the Salomon Brothers Strategic Bond
Opportunities Series. Mr. Guterman co-manages the Salomon Brothers U.S.
Government Series with Roger Lavan. Peter J. Wilby is primarily responsible
for the day-to-day management of the High Yield and Emerging Market Debt
Securities portions of the Salomon Brothers Strategic Bond Opportunities
Series. Beth Semmel assists Mr. Wilby in the day-to-day management of the
Strategic Bond Opportunities Series. David Scott is primarily responsible for
the portion of the Salomon Brothers Strategic Bond Opportunities Series
relating to currency transactions and investments in non-dollar denominated
debt securities.
30
<PAGE>
Mr. Guterman joined SBAM in 1990 and Salomon Brothers Inc in 1983. He
initially worked in the mortgage research group where he became a Research
Director and later traded derivative mortgage-backed securities for Salomon
Brothers Inc. Mr. Lavan joined SBAM in 1990. Prior to joining SBAM, Mr. Lavan
spent four years analyzing portfolios for Salomon Brothers Inc.'s Fixed Income
Sales Group and Product Support Divisions. Mr. Wilby, who joined SBAM in 1989,
was previously employed by Prudential Capital Management Group ("Prudential")
where he served as director of Prudential's credit research unit and as a
corporate and sovereign credit analyst with Prudential. Mr. Wilby later
managed high yield bonds and leveraged equities in the mutual funds and
institutional portfolios at Prudential. Ms. Semmel joined SBAM in May of 1993.
Prior to joining SBAM, Ms. Semmel spent four years as a high yield bond
analyst at Morgan Stanley Asset Management. Mr. Scott has been with SBAM since
April, 1994. Previously, he was a portfolio manager for J.P. Morgan Investment
Management in London from 1990-94 where he was responsible for global and non-
dollar portfolios. Before joining J.P. Morgan, Mr. Scott was employed by
Mercury Asset Management where he had responsibility for captive insurance
portfolios and products.
SELECTED/VENTURE ADVISERS, L.P. ("Selected/Venture"), 124 East Marcy Street,
Santa Fe, New Mexico 87501, subadvises the Venture Value Series. Venture
Advisers, Inc. is the sole general partner of Selected/Venture, which, in
turn, is controlled by Shelby M. C. Davis (as of May 1, 1994).
Selected/Venture provides advisory services to other investment companies and
institutions. Since 1968, Mr. Davis has been a director of Venture Advisers,
Inc. He is also a director and officer of all investment companies managed by
Selected/Venture.
FRED ALGER MANAGEMENT, INC. ("Alger Management"), 75 Maiden Lane, New York,
New York 10038, subadvises the Alger Equity Growth Series. Alger Management is
a wholly-owned subsidiary of Fred Alger & Company, Incorporated which in turn
is a wholly-owned subsidiary of Alger Associates, Inc., a financial services
holding company. Fred M. Alger III and his brother, David D. Alger, are
majority shareholders of Alger Associates, Inc. and may be deemed to control
that company and its subsidiaries. David D. Alger, President of Alger
Management, is primarily responsible for the day-to-day management of the
Alger Equity Growth Series. He has been employed by Alger Management as
Executive Vice President and Director of Research since 1971, as President
since 1995 and he serves as portfolio manager for other mutual funds and
investment accounts managed by Alger Management.
FEES AND EXPENSES. TNE Advisers, Inc. is paid a management fee from the
Series it manages as follows:
<TABLE>
<CAPTION>
MANAGEMENT FEE PAID BY SERIES TO
TNE ADVISERS, INC.
SERIES (% OF AVERAGE NET ASSETS)
------ --------------------------------
<C> <S>
Westpeak Value Growth Series .70% the first $200 million
.65% the next $300 million
.60% amounts in excess of $500
million
Loomis Sayles Avanti Growth Series .70% the first $200 million
.65% the next $300 million
.60% amounts in excess of $500
million
Loomis Sayles Small Cap Series 1.00% all assets
Loomis Sayles Balanced .70% all assets
Draycott International Equity .90% all assets
Salomon Brothers U.S. Government .55% all assets
Salomon Brothers Strategic Bond Opportunities .65% all assets
Venture Value .75% all assets
Alger Equity Growth .70% all assets
</TABLE>
TNE Advisers, Inc. pays each subadviser at the following rates for providing
advisory services to the Series: for the Westpeak Value Growth Series, TNE
Advisers, Inc. pays Westpeak at the annual rate of 0.50% of the first $25
million of average net assets, 0.40% of the next $75 million of such assets,
0.35% of the next $100 million of such assets and 0.30% of such assets in
excess of $200 million; for the Loomis Sayles Avanti Growth Series, TNE
Advisers, Inc. pays Loomis
31
<PAGE>
Sayles at the annual rate of 0.50% of the first $25 million of average net
assets, 0.40% of the next $75 million of such assets, 0.35% of the next $100
million of such assets and 0.30% of such assets in excess of $200 million; for
the Loomis Sayles Small Cap Series, TNE Advisers, Inc. pays Loomis Sayles at
the annual rate of 0.55% of the first $25 million of average net assets, 0.50%
of the next $75 million of such assets, 0.45% of the next $100 million of such
assets and 0.40% of such assets in excess of $200 million; for the Loomis
Sayles Balanced Series, TNE Advisers, Inc. pays Loomis Sayles at the annual
rate of 0.50% of the first $25 million of average net assets, 0.40% of the
next $75 million of such assets and 0.30% of such assets in excess of $100
million; for the Draycott International Equity Series, TNE Advisers, Inc. pays
Draycott at the annual rate of 0.75% of the first $10 million of average net
assets, 0.60% of the next $40 million of such assets and 0.45% of such assets
in excess of $50 million; for the Salomon Brothers U.S. Government Series, TNE
Advisers, Inc. pays SBAM at the annual rate of 0.225% of the first $200
million of average net assets, 0.15% of the next $300 million of such assets
and 0.10% of such assets in excess of $500 million; for the Salomon Brothers
Strategic Bond Opportunities Series, TNE Advisers, Inc. pays SBAM at the
annual rate of 0.35% of the first $50 million of average net assets, 0.30% of
the next $150 million of such assets, 0.25% of the next $300 million of such
assets and 0.20% of such assets in excess of $500 million; for the Venture
Value Series, TNE Advisers, Inc. pays Selected/Venture at the annual rate of
0.45% of the first $100 million of average net assets, 0.40% on the next $400
million of average net assets and 0.35% of such assets in excess of $500
million; for the Alger Equity Growth Series, TNE Advisers, Inc. pays Alger
Management at the annual rate of 0.45% of the first $10 million of average net
assets, 0.40% of the next $90 million of such assets, 0.35% of the next $150
million of such assets, 0.30% of the next $250 million of such assets and
0.25% of such assets in excess of $500 million.
VOLUNTARY EXPENSE AGREEMENT
Pursuant to a voluntary expense agreement relating to the Loomis Sayles
Avanti Growth and Westpeak Value Growth Series, TNE Advisers, Inc. bears the
expenses (other than the advisory fees and any brokerage costs, interest,
taxes or extraordinary expenses) of the Series in excess of 0.15% of the
respective Series' average daily net assets. In the case of the Loomis Sayles
Small Cap Series, TNE Advisers Inc. bears all such expenses (other than any
brokerage costs, interest, taxes or extraordinary expenses) of the Series in
excess of 1.00% of the Series' average daily net assets. Similar voluntary
expense agreements with The New England were in effect with respect to the
Loomis Sayles Small Cap, Loomis Sayles Avanti Growth and Westpeak Value Growth
Series from December 1, 1994 through April 30, 1995. As a result of the
current voluntary expense agreements (and assuming the Series incur the same
level of advisory fees as in 1994 and no taxes, interest or extraordinary
expenses), the Series' expense ratios during the continuation of the voluntary
expense agreement are expected to be:
<TABLE>
<CAPTION>
TOTAL EXPENSE RATIO
UNDER CURRENT VOLUNTARY
SERIES EXPENSE AGREEMENT
------ -----------------------
<S> <C>
Westpeak Value Growth Series 0.85%
Loomis Sayles Small Cap Series 1.00%
Loomis Sayles Avanti Growth Series 0.85%
</TABLE>
TNE Advisers Inc. may terminate these expense agreements at any time. If
these expense agreements were terminated, the expense ratios would be higher.
Prior to November 1, 1994, The New England had agreed to pay the charges and
expenses of preparing, printing and distributing prospectuses and reports to
shareholders, custodial and transfer agent charges and expenses, auditing,
accounting and legal fees and certain other expenses in connection with the
affairs of the Fund and the expenses of shareholders' and trustees' meetings.
EXPENSE DEFERRAL ARRANGEMENT
Pursuant to an expense deferral arrangement in effect beginning November 1,
1994, relating to the Loomis Sayles Balanced Series, the Draycott
International Equity Series, the Salomon Brothers U.S. Government Series, the
Salomon Brothers Strategic Bond Opportunities Series, the Venture Value Series
and the Alger Equity Growth Series, which TNE Advisers, Inc. may terminate at
any time, TNE Advisers, Inc. has agreed to pay the expenses of the Series'
operations (exclusive of any brokerage costs, interest, taxes, or
extraordinary expenses) in excess of stated expense limits, which limits
32
<PAGE>
vary from Series to Series, subject to the obligation of the Series to repay
TNE Advisers, Inc. such expenses in future years, if any, when a Series'
expenses fall below the stated expense limit that pertains to that Series;
such deferred expenses may be charged to a Series in a subsequent year to the
extent that the charge does not cause the total expenses in such subsequent
year to exceed the Series' stated expense limit; provided, however, that no
Series is obligated to repay any expense paid by TNE Advisers, Inc. more than
two years after the end of the fiscal year in which such expense was incurred.
For the Loomis Sayles Balanced Series, TNE Advisers, Inc. has agreed to defer
such expenses in excess of 0.85% of net assets until a subsequent year, if
any, when total expenses are less than 0.85% of net assets; for the Draycott
International Equity Series, TNE Advisers, Inc. has agreed to defer such
expenses in excess of 1.30% of net assets until a subsequent year, if any,
when total expenses are less than 1.30% of net assets; for the Salomon
Brothers U.S. Government Series, TNE Advisers, Inc. has agreed to defer such
expenses in excess of 0.70% of net assets until a subsequent year, if any,
when total expenses are less than 0.70% of net assets; for the Salomon
Brothers Strategic Bond Opportunities Series, TNE Advisers, Inc. has agreed to
defer such expenses in excess of 0.85% of net assets until a subsequent year,
if any, when total expenses are less than 0.85% of net assets; for the Venture
Value Series, TNE Advisers, Inc. has agreed to defer such expenses in excess
of 0.90% of net assets until a subsequent year, if any, when total expenses
are less than 0.90% of net assets; for the Alger Equity Growth Series, TNE
Advisers, Inc. has agreed to defer such expenses in excess of 0.85% of net
assets until a subsequent year, if any, when total expenses are less than
0.85% of net assets. These expense limits can be prospectively discontinued by
TNE Advisers, Inc. but any expenses that were deferred while a Series' expense
limit was in place can never be charged to that Series unless that Series'
expenses fall below the limit.
ADDITIONAL INFORMATION ABOUT EXPENSES
The Series pay all expenses not borne by TNE Advisers, Inc., the subadvisers
or the Distributor, including, but not limited to, the charges and expenses of
the respective Series' custodian, independent auditors and legal counsel, all
brokerage commissions and transfer taxes in connection with portfolio
transactions, all taxes and filing fees, the fees and expenses for
registration or qualification of its shares under federal or state securities
laws, all expenses of shareholders' and trustees' meetings and preparing,
printing and mailing prospectuses and reports to shareholders and the
compensation of trustees of the Fund who are not directors, officers or
employees of The New England or its affiliates, other than affiliated
registered investment companies.
The Fund incurred total expenses during the one-year period ended December
31, 1994 as follows: 0.84% of the Loomis Sayles Avanti Growth Series' average
net assets and 0.85% of the Westpeak Value Growth Series average net assets.
The Fund incurred total expenses for the period May 1, 1994 to December 31,
1994 for the Loomis Sayles Small Cap Series of 1.00% of the Series' average
net assets. The Fund incurred total expenses for the period October 31, 1994
to December 31, 1994 as follows: on an annualized basis, these expenses
equaled 0.85% of the Loomis Sayles Balanced Series' average net assets, 1.30%
of the Draycott International Equity Series' average net assets, 0.70% of the
Salomon Brothers U.S. Government Series' average net assets, 0.85% of the
Salomon Brothers Strategic Bond Opportunities Series' average net assets,
0.90% of the Venture Value Series' average net assets and 0.85% of the Alger
Equity Growth Series' average net assets during such period. If the voluntary
expense agreement and expense deferral arrangement described above had not
been in effect, the Series' expenses for the periods referenced above
(annualized in the case of the Loomis Sayles Balanced, Draycott International
Equity, Salomon Brothers U.S. Government, Salomon Brothers Strategic Bond
Opportunities, Venture Value and Alger Equity Growth Series) would have been:
0.84% of the Loomis Sayles Avanti Growth Series' average net assets, 0.86% of
the Westpeak Value Growth Series' average net assets, 2.31% of the Loomis
Sayles Small Cap Series' average net assets, 3.73% of the Loomis Sayles
Balanced Series' average net assets, 5.38% of the Draycott International
Equity Series' average net assets, 2.54% of the Salomon Brothers U.S.
Government Series' average net assets, 2.01% of the Salomon Brothers Strategic
Bond Opportunities Series' average net assets, 3.97% of the Venture Value
Series' average net assets and 2.74% of the Alger Equity Growth Series'
average net assets. These expense figures do not include portfolio brokerage
commissions, which are not deducted from the Series' assets in the same manner
as other charges and expenses; rather, brokerage commissions are part of the
purchase price paid for portfolio securities and reduce the proceeds received
on the sale of portfolio securities. For the one-year period ended December
31, 1994, the Loomis Sayles Avanti Growth Series paid a total of $67,095 in
brokerage commissions, the Westpeak Value Growth Series paid a total of
$54,751 in brokerage commissions; for the period May 1, 1994 to December 31,
1994, the Loomis Sayles Small Cap Series paid $7,395 in brokerage commissions
and, for the period October 31, 1994 to December 31, 1994, the Loomis
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<PAGE>
Sayles Balanced Series paid $2,515 in brokerage commissions, the Draycott
International Equity Series paid $4,714 in brokerage commissions, the Venture
Value Series paid $6,084 in brokerage commissions and the Alger Equity Growth
Series paid $2,452 in brokerage commissions. These brokerage commissions
equaled 0.38% of the Capital Growth Series' average net assets, 0.03% of the
Westpeak Stock Index Series' average net assets 0.02% of the Back Bay Advisors
Managed Series' average net assets, 0.34% of the Loomis Sayles Avanti Growth
Series' average net assets, 0.32% of the Westpeak Value Growth Series' average
net assets, 0.35% of the Loomis Sayles Small Cap Series' average net assets,
0.14% of the Loomis Sayles Balanced Series' average net assets, 0.26% of the
Draycott International Equity Series' average net assets, 0.31% of the Venture
Value Series' average net assets and 0.13% of the Alger Equity Growth Series'
average net assets. Portfolio transactions of the Salomon Brothers U.S.
Government Series and Salomon Brothers Strategic Bond Opportunities Series and
portfolio transactions of the Loomis Sayles Balanced Series in bonds, notes
and money market instruments are generally on a net basis without a stated
commission.
MISCELLANEOUS ARRANGEMENTS
The Series' adviser has contracted with New England Funds, L.P. to provide
executive and other personnel for the administration of Fund affairs. Subject
to procedures adopted by the Fund's trustees, Fund brokerage transactions may
be executed by brokers that are affiliated with any adviser or subadviser.
Fund shares are offered through New England Securities, 399 Boylston Street,
Boston, Massachusetts 02116, the principal underwriter for the Fund. New
England Securities is a wholly-owned subsidiary of The New England.
SALE AND REDEMPTION OF SHARES
Shares of each Series are purchased or redeemed depending, among other
things, on the amount of premium payments invested and the surrender and
transfer requests effected on any given day pursuant to the variable life
insurance and variable annuity contracts supported by the Fund. Such
transactions can be made only on those days during which the New York Stock
Exchange is open for trading. Purchases and redemptions of Fund shares are
effected at the net asset value per share determined as of the close of
regular trading on the New York Stock Exchange on the day such purchase order
or redemption request is received.
The Fund may suspend the right of redemption for any Series and may postpone
payment for any period when the New York Stock Exchange is closed for other
than weekends or holidays, or, if permitted by the rules of the SEC, during
periods when trading on the New York Stock Exchange is restricted or during an
emergency which makes it impracticable for a Series to dispose of securities
or fairly to determine the value of its net assets, or during any other period
permitted by the SEC for the protection of investors.
NET ASSET VALUES AND PORTFOLIO VALUATION
Westpeak, Loomis Sayles, Draycott, SBAM, Selected/Venture and Alger
Management, under the direction of the Board of Trustees, determine the value
of each Series' securities under the direction of the Fund's Board of
Trustees. The net asset value of each Series' shares is determined as of the
close of regular trading on the New York Stock Exchange each day it is open.
Each Series' total net assets are divided by the number of outstanding shares
of that Series to determine the net asset value per share for that Series.
Any fixed-income securities with remaining maturities of 60 days or less
held by any Series, are valued at amortized cost. Other portfolio securities
of each Series are valued at market value where current market quotations are
readily available and otherwise are taken at fair value as determined in good
faith by the Board of Trustees, although the actual calculations may be made
by persons acting pursuant to the direction of the Board.
34
<PAGE>
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
ALL SERIES
It is the policy of each Series to pay annually as dividends substantially
all net investment income and to distribute annually all net realized capital
gains, if any, after offsetting any capital loss carryovers. See "Taxes."
Dividends from net investment income may be paid more or less often if the
Board of Trustees deems it appropriate.
Federal income tax law requires each Series to distribute prior to calendar
year end virtually all of its ordinary income for such year and virtually all
of the capital gain net income realized by the Series in the one-year period
ending October 31 (or December 31, if the Series so elects) of such year and
not previously distributed.
Dividends and distributions of each Series are automatically reinvested in
shares of the respective Series.
TAXES
Each Series is treated as a separate taxable entity for federal income tax
purposes and intends to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended. So long as a Series distributes all
of its net investment income and net capital gains to its shareholders, the
Series itself does not pay any federal income tax. Dividends from net
investment income of each of the Series and distributions of each Series' net
short-term gains, if any, are ordinary income to its shareholders.
Distributions of any Series' net realized long-term capital gains, if any, are
long-term capital gains to its shareholders. Whether or not taxes must be paid
by the shareholders of a Series on distributions received from that Series
will depend on the tax status of NEVLICO's or The New England's separate
accounts and the tax status of any other shareholders. For the purposes of the
foregoing, each Series' shareholders are the separate accounts investing
directly in the Fund and are not the owners of the variable life insurance or
variable annuity contracts for which the Fund serves as an investment vehicle.
For a description of the tax consequences for such contract owners, see the
relevant prospectus applicable to such contracts.
ORGANIZATION AND CAPITALIZATION OF THE FUND
The Fund was originally organized in 1983 as a Massachusetts corporation and
was reorganized into a Massachusetts business trust on February 27, 1987. The
Fund is registered as a diversified, open-end management company under the
1940 Act and is authorized to issue an unlimited number of shares of each
Series. Shareholders may address inquiries about the Fund to New England
Securities, 399 Boylston Street, Boston, Massachusetts 02116.
As of the date of this prospectus, all of the outstanding voting securities
of the Fund are owned by separate accounts of The New England and/or NEVLICO,
or, in the case of certain series, by those separate accounts and the general
account of The New England. Therefore, The New England and NEVLICO are
presumed to be in control (as that term is defined in the 1940 Act) of the
Fund. However, the staff of the SEC is presently of the view that The New
England and NEVLICO are each required to vote their Fund shares that are held
in a separate account in the same proportion as the voting instructions
received from the variable life insurance or variable annuity contracts issued
by the separate account, and that The New England is required to vote any
shares held in its general account in the same proportion as all other Fund
shares are voted. The New England and NEVLICO currently intend to vote their
shares in a manner consistent with this view.
The Fund does not generally hold annual meetings of shareholders and will
hold shareholders meetings only when required by law. Shareholders may remove
trustees from office by votes cast at a shareholder meeting or by written
consent.
TRANSFER AGENT
The transfer agent and the dividend paying agent for the Fund is The New
England, 501 Boylston Street, Boston, Massachusetts 02116.
35
<PAGE>
VOTING RIGHTS
NEVLICO and The New England will vote shares attributable to the variable
life insurance and variable annuity contracts investing in the Fund in
accordance with instructions received from the owners of those contracts in
the manner set forth in the prospectus applicable to such contracts. Fund
shareholders are entitled to one vote for each full share held (with
fractional votes for fractional shares held).
36
<PAGE>
APPENDIX A
RATINGS OF SECURITIES
Description of Moody's Investors Service, Inc. corporate bond ratings:
Aaa, Aa, A--Bonds which are rated AAA or Aa are judged to be of high quality
by all standards and are generally known as high grade bonds. Bonds rated Aa
are rated lower than Aaa securities because margins of protection may not be
as large as in the latter or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in Aaa securities. Bonds which are
rated A possess many favorable investment attributes and are to be considered
as upper medium grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered medium grade obligations,
i.e., they are neither higher protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
Ca--Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked
shortcomings.
C--Bonds which are rated C are the lowest rated class of bonds and can be
regarded as having extremely poor prospects of ever attaining any real
investment standing.
Description of Standard & Poor's Corporation corporate bond ratings:
AAA, AA, A--Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong. Bonds rated AA have a very strong capacity to pay interest
and repay principal and differ from the highest rated issues only in small
degree. Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in high rated
categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to repay principal and pay
interest for bonds in this category than for bonds in higher rated categories.
BB-B-CCC-CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation.
BB indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
CI--The rating CI is reserved for income bonds on which no income is being
paid.
D--Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.
37
<PAGE>
500 Boylston Street
Boston, Massachusetts 02116-3735
- --------------------------------------------------------------------------------
EQUAL OPPORTUNITY EMPLOYER M/F
New England Mutual Life Insurance Company
GSP-915-95
