As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 33-507
1940 Act File No. 811-4419
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 34 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 35 [ ]
(Check appropriate box or boxes.)
WRL SERIES FUND, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
201 HIGHLAND AVENUE, LARGO, FLORIDA 33770-2597
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (813) 585-6565
THOMAS E. PIERPAN BOX 5068
---------------------------------------
CLEARWATER, FLORIDA 33758-5068
---------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485.
[X] on April 28, 1998 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485.
[ ] on DATE, pursuant to paragraph (a) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a) (2) of Rule 485.
[ ] on DATE, pursuant to paragraph (a) (2) of Rule 485.
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
- ----------------
Aggressive Growth Portfolio; Emerging Growth Portfolio; International Equity
Portfolio; Global Portfolio; Growth Portfolio; Third Avenue Value Portfolio;
C.A.S.E. Growth Portfolio; U.S. Equity Portfolio; Value Equity Portfolio;
Global Sector Portfolio; Tactical Asset Allocation Portfolio; Strategic Total
Return Portfolio; Real Estate Securities Portfolio; Growth & Income Portfolio;
Balanced Portfolio; Bond Portfolio; Money Market Portfolio.
<PAGE>
<TABLE>
<CAPTION>
WRL SERIES FUND, INC.
Cross Reference Sheet
FORM N-1A LOCATION IN
ITEM NUMBER PROSPECTUS
- ----------- ---------------------
<S> <C> <C>
PART A.
- -------
Item 1. Cover Page................................................ Cover Page
Item 2. Synopsis.................................................. Not Applicable
Item 3. Condensed Financial Information........................... Financial Highlights
Item 4. General Description of Registrant......................... Other Information - The
Fund and Its Shares
Item 5. Management of the Fund.................................... Management of the
Fund
Item 5.A. Management's Discussion of Fund Performance............... Not Applicable
Item 6. Capital Stock and other Securities........................ Other Information - The
Fund and Its Shares
Item 7. Purchase of Securities Being Offered...................... Other Information -
Purchase and
Redemption of
Shares; Valuation
of Shares
Item 8. Redemption or Repurchase.................................. Other Information -
Purchase and
Redemption of
Shares
Item 9. Pending Legal Proceedings................................. Not Applicable
LOCATION IN STATEMENT
PART B. OF ADDITIONAL INFORMATION
- ------- -------------------------
Item 10. Cover Page................................................ Cover Page
Item 11. Table of Contents......................................... Table of Contents
Item 12. General Information and History........................... Not Applicable
i
<PAGE>
WRL SERIES FUND, INC.
Cross Reference Sheet (Continued)
LOCATION IN
STATEMENT OF
FORM N-1A ADDITIONAL
ITEM NUMBER INFORMATION
- ----------- ------------
Item 13. Investment Objectives and Policies........................ Investment Objectives
and Policies
Item 14. Management of the Registrant.............................. Management of the
Fund
Item 15. Control Persons and Principal
Holders of Securities..................................... Purchase and
Redemption of
Shares
Item 16. Investment Advisory and Other Services.................... Management of
the Fund
Item 17. Brokerage Allocation and
Other Practices........................................... Portfolio Transactions
and Brokerage
Item 18. Capital Stock and Other Securities........................ Capital Stock of
the Fund
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered.................................. Purchase and
Redemption of Shares
Item 20. Tax Status................................................ Taxes
Item 21. Underwriter............................................... Management of the
Fund - The Investment
Adviser - Distribution
Agreement
Item 22. Calculations of Yield Quotations of
Performance Data.......................................... Calculation of
Performance Related
Information
Item 23. Financial Statements...................................... Financial Statements
ii
<PAGE>
WRL SERIES FUND, INC.
Growth Portfolio
Cross Reference Sheet
FORM N-1A LOCATION IN
ITEM NUMBER PROSPECTUS
- ----------- -----------
PART A.
Item 1. Cover Page................................................ Cover Page
Item 2. Synopsis.................................................. Not Applicable
Item 3. Condensed Financial Information........................... Financial Highlights
Item 4. General Description of Registrant......................... Other Information - The
Fund and Its Shares
Item 5. Management of the Fund.................................... Management of the
Fund
Item 5.A. Management's Discussion of Fund Performance............... Not Applicable
Item 6. Capital Stock and other Securities........................ Other Information - The
Fund and Its Shares
Item 7. Purchase of Securities Being Offered...................... Other Information -
Purchase and
Redemption of
Shares; Valuation
of Shares
Item 8. Redemption or Repurchase.................................. Other Information -
Purchase and
Redemption of
Shares
Item 9. Pending Legal Proceedings................................. Not Applicable
LOCATION IN STATEMENT
PART B. OF ADDITIONAL INFORMATION
- ------- -------------------------
Item 10. Cover Page................................................ Cover Page
Item 11. Table of Contents......................................... Table of Contents
Item 12. General Information and History........................... Not Applicable
iii
<PAGE>
WRL SERIES FUND, INC.
Growth Portfolio
Cross Reference Sheet (Continued)
LOCATION IN
STATEMENT OF
FORM N-1A ADDITIONAL
ITEM NUMBER INFORMATION
- ----------- -----------
Item 13. Investment Objectives and Policies........................ Investment Objectives
and Policies
Item 14. Management of the Registrant.............................. Management of the
Fund
Item 15. Control Persons and Principal
Holders of Securities..................................... Purchase and
Redemption of
Shares
Item 16. Investment Advisory and Other Services.................... Management of
the Fund
Item 17. Brokerage Allocation and
Other Practices........................................... Portfolio Transactions
and Brokerage
Item 18. Capital Stock and Other Securities........................ Capital Stock of
the Fund
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered.................................. Purchase and
Redemption of Shares
Item 20. Tax Status................................................ Taxes
Item 21. Underwriter............................................... Management of the
Fund - The Investment
Adviser - Distribution
Agreement
Item 22. Calculations of Yield Quotations of
Performance Data.......................................... Calculation of
Performance Related
Information
Item 23. Financial Statements...................................... Financial Statements
iv
<PAGE>
WRL SERIES FUND, INC.
Emerging Growth Portfolio
Global Portfolio
Growth Portfolio
Cross Reference Sheet
FORM N-1A LOCATION IN
ITEM NUMBER PROSPECTUS
- ----------- -----------
PART A.
- -------
Item 1. Cover Page................................................ Cover Page
Item 2. Synopsis.................................................. Not Applicable
Item 3. Condensed Financial Information........................... Financial Highlights
Item 4. General Description of Registrant......................... Other Information - The
Fund and Its Shares
Item 5. Management of the Fund.................................... Management of the
Fund
Item 5.A. Management's Discussion of Fund Performance............... Not Applicable
Item 6. Capital Stock and other Securities........................ Other Information - The
Fund and Its Shares
Item 7. Purchase of Securities Being Offered...................... Other Information -
Purchase and
Redemption of
Shares; Valuation
of Shares
Item 8. Redemption or Repurchase.................................. Other Information -
Purchase and
Redemption of
Shares
Item 9. Pending Legal Proceedings................................. Not Applicable
LOCATION IN STATEMENT
PART B. OF ADDITIONAL INFORMATION
- ------- -------------------------
Item 10. Cover Page................................................ Cover Page
Item 11. Table of Contents......................................... Table of Contents
Item 12. General Information and History........................... Not Applicable
v
<PAGE>
WRL SERIES FUND, INC.
Emerging Growth Portfolio
Global Portfolio
Growth Portfolio
Cross Reference Sheet (Continued)
LOCATION IN
STATEMENT OF
FORM N-1A ADDITIONAL
ITEM NUMBER INFORMATION
- ----------- ------------
Item 13. Investment Objectives and Policies........................ Investment Objectives
and Policies
Item 14. Management of the Registrant.............................. Management of the
Fund
Item 15. Control Persons and Principal
Holders of Securities..................................... Purchase and
Redemption of
Shares
Item 16. Investment Advisory and Other Services.................... Management of
the Fund
Item 17. Brokerage Allocation and
Other Practices........................................... Portfolio Transactions
and Brokerage
Item 18. Capital Stock and Other Securities........................ Capital Stock of
the Fund
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered.................................. Purchase and
Redemption of Shares
Item 20. Tax Status................................................ Taxes
Item 21. Underwriter............................................... Management of the
Fund - The Investment
Adviser - Distribution
Agreement
Item 22. Calculations of Yield Quotations of
Performance Data.......................................... Calculation of
Performance Related
Information
Item 23. Financial Statements...................................... Financial Statements
</TABLE>
vi
<PAGE>
PROSPECTUS
WRL SERIES FUND, INC.
201 Highland Avenue
Largo, Florida 33770-2597
Telephone: (800) 851-9777
(813) 585-6565
WRL Series Fund, Inc. (the "Fund") is an open-end management investment company
consisting of eighteen separate series or investment portfolios. All Portfolios
of the Fund are diversified except for the Third Avenue Value Portfolio and the
Real Estate Securities Portfolio. The Third Avenue Value and Real Estate
Securities Portfolios are non-diversified. The Fund is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). This Prospectus
pertains to seventeen of the Portfolios of the Fund: Aggressive Growth
Portfolio, Emerging Growth Portfolio, International Equity Portfolio, Global
Portfolio, Growth Portfolio, Third Avenue Value Portfolio, C.A.S.E. Growth
Portfolio, U.S. Equity Portfolio, Value Equity Portfolio, Global Sector
Portfolio, Tactical Asset Allocation Portfolio, Strategic Total Return
Portfolio, Real Estate Securities Portfolio, Growth & Income Portfolio,
Balanced Portfolio, Bond Portfolio, and Money Market Portfolio (the
"Portfolios"). For a brief description of these Portfolios, see "Portfolios At
A Glance" on page 9.
Shares of the Fund's Portfolios are currently sold only to separate accounts
(the "Separate Accounts") of Western Reserve Life Assurance Co. of Ohio
("WRL"), PFL Life Insurance Company ("PFL"), and AUSA Life Insurance Company,
Inc. ("AUSA") (WRL, PFL, and AUSA together, the "Life Companies") to fund the
benefits under certain individual flexible premium variable life insurance
policies (the "Policies") and individual and group variable annuity contracts
(the "Annuity Contracts"). The Life Companies are affiliates. The Separate
Accounts, which may or may not be registered with the Securities and Exchange
Commission (the "SEC"), invest in shares of one or more of the Portfolios in
accordance with the allocation instructions received from holders of the
Policies and the Annuity Contracts (collectively, the "Policyowners"). Such
allocation rights are further described in the prospectuses or disclosure
documents for the Policies and the Annuity Contracts. A particular Portfolio of
the Fund may not be available under the Policy or Annuity Contract you have
chosen or may not be available in your state due to certain state insurance law
considerations. The prospectus or disclosure document for the particular Policy
or Annuity Contract you have chosen will indicate the Portfolios which are
generally available under the applicable Policy or Annuity Contract and should
be read in conjunction with this Prospectus. The Real Estate Securities
Portfolio is not available under the Asset Accumulation Group Annuity issued by
WRL and AUSA.
This Prospectus sets forth concisely the information about the Portfolios that
prospective investors ought to know before investing. Investors should read
this Prospectus and retain it for future reference.
Additional information about the Fund and the Portfolios has been filed with
the SEC and is available upon request without charge by calling or writing the
Fund. The Statement of Additional Information (the "SAI") pertaining to the
Portfolios bears the same date as this Prospectus and is incorporated by
reference into this Prospectus in its entirety.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, A BANK OR OTHER FINANCIAL INSTITUTION, AND THE SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS OR DISCLOSURE
DOCUMENT FOR THE APPLICABLE VARIABLE ANNUITY CONTRACT OR FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY. ALL PROSPECTUSES SHOULD BE READ AND RETAINED
FOR FUTURE REFERENCE.
AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE PORTFOLIO WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
Prospectus Dated May 1, 1998
<PAGE>
WRL SERIES FUND, INC.
201 Highland Avenue
Largo, Florida 33770-2597
Telephone (813) 585-6565
(800) 851-9777
<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS ........................................ 1
PORTFOLIOS AT A GLANCE ...................................... 9
PERFORMANCE INFORMATION ..................................... 12
THE PORTFOLIOS IN DETAIL .................................... 15
MANAGEMENT OF THE FUND ...................................... 44
OTHER INFORMATION ........................................... 53
DISTRIBUTIONS AND TAXES ..................................... 55
APPENDIX A - Brief Explanation of Rating Categories ......... A-1
</TABLE>
i
<PAGE>
FINANCIAL HIGHLIGHTS
The information in the tables below, except as noted below, is taken from
each Portfolio's audited financial statements, which have been incorporated by
reference into the SAI. The tables provide information for one share of capital
stock outstanding during the respective Portfolio's fiscal periods ended on
December 31 of each year using average shares outstanding throughout each year.
The total return of each Portfolio reflects the advisory fee and all other
Portfolio expenses and includes reinvestment of dividends and capital gains; it
does not reflect the charges against the corresponding sub-accounts or the
charges and deductions under the applicable Policy or Annuity Contract;
including these charges would reduce total return figures for all periods
shown. The Fund Annual Report and Semi-Annual Report contain additional
performance information for each Portfolio. A copy of the Annual Report,
Semi-Annual Report and SAI may be obtained without charge upon request. (No
information is included for the Third Avenue Value Portfolio and the Real
Estate Securities Portfolio because they had not yet commenced operations as of
December 31, 1997.)
GROWTH PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------
1997 1996 1995 1994
-------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period ................... $ 35.00 $ 31.66 $ 23.81 $ 26.25
Income from operations:
Net investment
income (loss) ............. 0.31 0.34 0.26 0.22
Net realized and
unrealized gain
(loss) on invest-
ments ..................... 5.88 5.35 10.97 (2.41)
---------- ---------- ---------- -------
Total Income (loss)
from operations .......... 6.19 5.69 11.23 (2.19)
---------- ---------- ---------- -------
Distributions:
Dividends from net
investment income .......... (0.26) (0.35) (0.24) (0.22)
Dividends in excess of
net investment
income ..................... 0.00 (0.01) 0.00 0.00
Distributions from net
realized gains on
investments ................ (4.09) (1.99) (3.14) 0.00
Distributions in excess
of net realized gains
on investments ............. 0.00 0.00 0.00 (0.03)
---------- ---------- ---------- -------
Total distributions ........ (4.35) (2.35) (3.38) (0.25)
---------- ---------- ---------- -------
Net asset value, end of
period ...................... $ 36.84 $ 35.00 $ 31.66 $ 23.81
========== ========== ========== =======
Total return (a) ............. 17.54% 17.96% 47.12% (8.31%)
Ratios and supplemental
data:
Net assets at end
of period (in
thousands) ................ $1,839,453 $1,527,409 $1,195,174 $814,383
Ratio of expenses
to average net
assets (b) ................ 0.87% 0.88% 0.86% 0.84%
Ratio of net invest-
ment income (loss)
to average net
assets (b) ................ 0.80% 0.98% 0.90% 0.88%
Average commission
rate paid per share $ 0.0463 $ 0.0493 N/A N/A
Portfolio turnover
rate (a) .................. 85.88% 45.21% 130.48% 107.33%
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period ................... $ 25.83 $ 26.26 $ 17.48 $ 17.85 $ 12.97 $ 11.14
Income from operations:
Net investment
income (loss) ............. 0.28 0.36 0.27 0.30 0.19 0.31
Net realized and
unrealized gain
(loss) on invest-
ments ..................... 0.79 0.52 10.75 (0.33) 6.29 1.83
-------- -------- -------- ------- -------- -------
Total Income (loss)
from operations .......... 1.07 0.88 11.02 (0.03) 6.48 2.14
-------- -------- -------- ------- -------- -------
Distributions:
Dividends from net
investment income .......... (0.28) (0.36) (0.27) (0.30) (0.19) (0.31)
Dividends in excess of
net investment
income ..................... 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from net
realized gains on
investments ................ (0.37) (0.95) (1.97) (0.04) (1.41) 0.00
Distributions in excess
of net realized gains
on investments ............. 0.00 0.00 0.00 0.00 0.00 0.00
-------- -------- -------- ------- -------- -------
Total distributions ........ (0.65) (1.31) (2.24) (0.34) (1.60) (0.31)
-------- -------- -------- ------- -------- -------
Net asset value, end of
period ...................... $ 26.25 $ 25.83 $ 26.26 $ 17.48 $ 17.85 $ 12.97
======== ======== ======== ======= ======== =======
Total return (a) ............. 3.97% 2.35% 59.79% (0.22%) 47.04% 18.62%
Ratios and supplemental
data:
Net assets at end
of period (in
thousands) ................ $934,810 $711,422 $393,511 $129,057 $ 74,680 $28,497
Ratio of expenses
to average net
assets (b) ................ 0.87% 0.86% 0.90% 1.00% 1.00% 1.00%
Ratio of net invest-
ment income (loss)
to average net
assets (b) ................ 1.07% 1.44% 1.21% 2.06% 1.18% 2.50%
Average commission
rate paid per share N/A N/A N/A N/A N/A N/A
Portfolio turnover
rate (a) .................. 77.91% 77.70% 7.27% 157.01% 123.80% 76.27%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
1
<PAGE>
BOND PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1997(j) 1996 1995 1994
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period ........................ $ 10.71 $ 11.35 $ 9.80 $ 11.24
Income from operations:
Net investment income
(loss) ......................... 0.65 0.64 0.69 0.63
Net realized and unreal-
ized gain (loss) on
investments .................... 0.32 (0.64) 1.55 (1.44)
-------- -------- -------- -------
Total income (loss) from
operations .................... 0.97 0.00 2.24 (0.81)
-------- -------- -------- -------
Distributions:
Dividends from net invest-
ment income ..................... (0.54) (0.64) (0.69) (0.63)
Dividends in excess of net
investment income ............... 0.00 0.00 0.00 0.00
Distributions from net
realized gains on invest-
ments ........................... 0.00 0.00 0.00 0.00
Distributions in excess of net
realized gains on invest-
ments ........................... 0.00 0.00 0.00 0.00
-------- -------- -------- -------
Total distributions ............ (0.54) (0.64) (0.69) (0.63)
-------- -------- -------- -------
Net asset value, end
of period ........................ $ 11.14 $ 10.71 $ 11.35 $ 9.80
======== ======== ======== =======
Total return (a) .................. 9.16% 0.14% 22.99% (6.94%)
Ratios and supplemental Data:
Net assets end of period
(in thousands) ................. $129,654 $ 95,759 $ 96,972 $71,064
Ratio of expenses to
average net assets (b) ......... 0.64% 0.64% 0.61% 0.59%
Ratio of net investment
income (loss) to aver-
age net assets (b) ............. 5.90% 5.96% 6.45% 5.94%
Average commission rate
paid per share ................. N/A N/A N/A N/A
Portfolio turnover rate (a) ..... 213.03% 187.72% 120.54% 131.73%
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------
1993 1992 1991 1990 1989 1988
----------- ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period ........................ $ 11.18 $ 11.18 $ 9.91 $ 10.07 $ 9.29 $ 9.22
Income from operations:
Net investment income
(loss) ......................... 0.72 0.75 0.86 0.79 0.75 0.90
Net realized and unreal-
ized gain (loss) on
investments .................... 0.95 0.32 1.30 (0.16) 0.78 0.07
-------- ------- ------- ------- ------- -------
Total income (loss) from
operations .................... 1.67 1.07 2.16 0.63 1.53 0.97
-------- ------- ------- ------- ------- -------
Distributions:
Dividends from net invest-
ment income ..................... (0.72) (0.75) (0.86) (0.79) (0.75) (0.90)
Dividends in excess of net
investment income ............... 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from net
realized gains on invest-
ments ........................... (0.89) (0.32) (0.03) 0.00 0.00 0.00
Distributions in excess of net
realized gains on invest-
ments ........................... 0.00 0.00 0.00 0.00 0.00 0.00
-------- ------- ------- ------- ------- -------
Total distributions ............ (1.61) (1.07) (0.89) (0.79) (0.75) (0.90)
-------- ------- ------- ------- ------- -------
Net asset value, end
of period ........................ $ 11.24 $ 11.18 $ 11.18 $ 9.91 $ 10.07 $ 9.29
======== ======= ======= ======= ======= =======
Total return (a) .................. 13.38% 6.79% 18.85% 6.21% 14.65% 7.73%
Ratios and supplemental Data:
Net assets end of period
(in thousands) ................. $ 90,715 $56,820 $22,291 $10,143 $ 7,025 $ 3,372
Ratio of expenses to
average net assets (b) ......... 0.64% 0.70% 0.70% 0.69% 0.70% 0.70%
Ratio of net investment
income (loss) to aver-
age net assets (b) ............. 5.94% 6.49% 8.02% 8.82% 8.60% 8.96%
Average commission rate
paid per share ................. N/A N/A N/A N/A N/A N/A
Portfolio turnover rate (a) ..... 149.02% 80.73% 33.47% 18.09% 23.26% 21.54%
</TABLE>
GLOBAL PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net asset value, beginning of period .............................. $ 18.12 $ 15.52
Income from operations:
Net investment income (loss) .................................... 0.08 0.08
Net realized and unrealized gain (loss) on investments .......... 3.32 4.20
-------- --------
Total income (loss) from operations ............................ 3.40 4.28
-------- --------
Distributions:
Dividends from net investment income ............................. (0.13) (0.04)
Dividends in excess of net investment income ..................... (1.01) (0.17)
Distributions from net realized gains on investments ............. (1.34) (1.47)
Distributions in excess of net realized gains on investments ..... 0.00 0.00
-------- --------
Total distributions ............................................ (2.48) (1.68)
-------- --------
Net asset value, end of period .................................... $ 19.04 $ 18.12
======== ========
Total return (a) .................................................. 18.75% 27.74%
Ratios and supplemental data:
Net assets at end of period (in thousands) ...................... $785,966 $534,820
Ratio of expenses to average net assets (b) ..................... 1.00% 0.99%
Ratio of net investment income (loss)
to average net assets (b) ...................................... 0.41% 0.46%
Average commission rate paid per share .......................... $ 0.0123 $ 0.0154
Portfolio turnover rate (a) ..................................... 97.54% 88.31%
<CAPTION>
Year Ended December 31,
--------------------------------------------------
1995 1994 1993 1992 (c)
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .............................. $ 13.12 $ 13.62 $ 10.16 $ 10.00
Income from operations:
Net investment income (loss) .................................... 0.10 0.10 0.04 (0.02)
Net realized and unrealized gain (loss) on investments .......... 2.91 0.10 3.72 0.18
-------- -------- ------- --------
Total income (loss) from operations ............................ 3.01 0.20 3.76 0.16
-------- -------- ------- --------
Distributions:
Dividends from net investment income ............................. 0.00 (0.10) (0.04) 0.00
Dividends in excess of net investment income ..................... 0.00 (0.01) 0.00 0.00
Distributions from net realized gains on investments ............. (0.61) (0.56) (0.26) 0.00
Distributions in excess of net realized gains on investments ..... (0.00) (0.03) 0.00 0.00
-------- -------- ------- --------
Total distributions ............................................ (0.61) (0.70) (0.30) 0.00
-------- -------- ------- --------
Net asset value, end of period .................................... $ 15.52 $ 13.12 $ 13.62 $ 10.16
======== ======== ======= ========
Total return (a) .................................................. 23.06% 0.25% 35.05% 1.62%
Ratios and supplemental data:
Net assets at end of period (in thousands) ...................... $289,506 $261,778 $99,094 $ 508
Ratio of expenses to average net assets (b) ..................... 0.99% 1.01% 1.09% 2.48%
Ratio of net investment income (loss)
to average net assets (b) ...................................... 0.75% 0.73% 0.30% (2.23%)
Average commission rate paid per share .......................... N/A N/A N/A N/A
Portfolio turnover rate (a) ..................................... 130.60% 192.06% 79.93% 0.00%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
2
<PAGE>
MONEY MARKET PORTFOLIO*
<TABLE>
<CAPTION>
1997
------------
<S> <C>
Net asset value, beginning of period $ 1.00
Income from operations:
Net investment income (loss) .......... 0.05
Net realized and unrealized gain
(loss) on investments ................ 0.00
--------
Total income (loss) from
operations .......................... 0.05
--------
Distributions:
Dividends from net investment
income ................................ (0.05)
Dividends in excess of net
investment income ..................... 0.00
Distributions from net realized
gains on investments .................. 0.00
Distributions in excess of
net realized gains on
investments ........................... 0.00
--------
Total distributions ............ ..... (0.05)
--------
Net asset value, end of period .......... $ 1.00
========
Total return (a) ........................ 5.24%
Ratios and supplemental data:
Net assets at end of period
(in thousands) ........................ $119,708
Ratio of expenses to average
net assets (b) ....................... 0.48%
Ratio of net investment
income (loss) to average net
assets (b) ........................... 5.32%
Average commission rate paid
per share ............................ N/A
Portfolio turnover rate (a) ........... N/A
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990
------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from operations:
Net investment income (loss) .......... 0.05 0.05 0.04 0.02 0.03 0.05 0.07
Net realized and unrealized gain
(loss) on investments ................ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-------- ------- ------- ------- ------- ------- -------
Total income (loss) from
operations .......................... 0.05 0.05 0.04 0.02 0.03 0.05 0.07
-------- ------- ------- ------- ------- ------- -------
Distributions:
Dividends from net investment
income ................................ (0.05) (0.05) (0.04) (0.02) (0.03) (0.05) (0.07)
Dividends in excess of net
investment income ..................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from net realized
gains on investments .................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions in excess of
net realized gains on
investments ........................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
-------- ------- ------- ------- ------- ------- -------
Total distributions ............ ..... (0.05) (0.05) (0.04) (0.02) (0.03) (0.05) (0.07)
-------- ------- ------- ------- ------- ------- -------
Net asset value, end of period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= ======= ======= =======
Total return (a) ........................ 5.03% 5.40% 3.44% 2.45% 3.03% 5.25% 7.09%
Ratios and supplemental data:
Net assets at end of period
(in thousands) ........................ $122,114 $80,544 $93,081 $45,782 $45,600 $33,695 $24,931
Ratio of expenses to average
net assets (b) ....................... 0.52% 0.56% 0.60% 0.66% 0.70% 0.70% 0.66%
Ratio of net investment
income (loss) to average net
assets (b) ........................... 5.03% 5.30% 3.59% 2.41% 2.99% 5.07% 7.09%
Average commission rate paid
per share ............................ N/A N/A N/A N/A N/A N/A N/A
Portfolio turnover rate (a) ........... N/A N/A N/A N/A N/A N/A N/A
<CAPTION>
Year Ended December
31,
---------------------
1989 1988
---------- ----------
<S> <C> <C>
Net asset value, beginning of period $ 1.00 $ 1.00
Income from operations:
Net investment income (loss) .......... 0.07 0.05
Net realized and unrealized gain
(loss) on investments ................ 0.00 0.00
------- -------
Total income (loss) from
operations .......................... 0.07 0.05
------- -------
Distributions:
Dividends from net investment
income ................................ (0.07) (0.05)
Dividends in excess of net
investment income ..................... 0.00 0.00
Distributions from net realized
gains on investments .................. 0.00 0.00
Distributions in excess of
net realized gains on
investments ........................... 0.00 0.00
------- -------
Total distributions ............ ..... (0.07) (0.05)
------- -------
Net asset value, end of period .......... $ 1.00 $ 1.00
======= =======
Total return (a) ........................ 8.09% 5.77%
Ratios and supplemental data:
Net assets at end of period
(in thousands) ........................ $ 6,233 $ 5,114
Ratio of expenses to average
net assets (b) ....................... 0.70% 0.70%
Ratio of net investment
income (loss) to average net
assets (b) ........................... 7.82% 6.26%
Average commission rate paid
per share ............................ N/A N/A
Portfolio turnover rate (a) ........... N/A N/A
</TABLE>
BALANCED PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1997 1996 1995 1994 (e)
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ..................................... $ 11.39 $ 10.63 $ 9.24 $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.38 0.34 0.44 0.34
Net realized and unrealized gain (loss) on investments ................. 1.56 0.80 1.38 (0.76)
------- ------- ------- -------
Total income (loss) from operations ................................... 1.94 1.14 1.82 (0.42)
------- ------- ------- -------
Distributions:
Dividends from net investment income ................................... (0.36) (0.28) (0.43) (0.34)
Dividends in excess of net investment income ........................... (0.30) 0.00 0.00 0.00
Distributions from net realized gains on investments ................... (0.66) (0.10) 0.00 0.00
Distributions in excess of net realized gains on investments ........... 0.00 0.00 0.00 0.00
------- ------- ------- -------
Total distributions ................................................... (1.32) (0.38) (0.43) (0.34)
------- ------- ------- -------
Net asset value, end of period ........................................... $ 12.01 $ 11.39 $ 10.63 $ 9.24
======= ======= ======= =======
Total return (a) ......................................................... 17.10% 10.72% 19.80% (5.73%)
Ratios and supplemental data:
Net assets at end of period (in thousands) .............................. $73,451 $49,331 $31,114 $19,422
Ratio of expenses to average net assets (b) ............................. 0.94% 0.97% 0.97% 1.00%
Ratio of net investment income (loss) to average net assets (b) ......... 3.13% 3.14% 4.38% 4.27%
Average commission rate paid per share .................................. $0.0034 $0.0024 N/A N/A
Portfolio turnover rate (a) ............................................. 77.06% 76.90% 98.55% 57.73%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
3
<PAGE>
EMERGING GROWTH PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net asset value, beginning of period ................................. $ 18.46 $ 16.25
Income from operations:
Net investment income (loss) ....................................... (0.05) (0.04)
Net realized and unrealized gain (loss) on investments ............. 4.03 3.10
-------- --------
Total income (loss) from operations ............................... 3.98 3.06
-------- --------
Distributions:
Dividends from net investment income ............................... 0.00 0.00
Dividends in excess of net investment income ....................... 0.00 0.00
Distributions from net realized gains on investments ............... (2.07) (0.85)
Distributions in excess of net realized gains on investments ....... 0.00 0.00
-------- --------
Total distributions ............................................... (2.07) (0.85)
-------- --------
Net asset value, end of period ....................................... $ 20.37 $ 18.46
======== ========
Total return (a) ..................................................... 21.45% 18.88%
Ratios and supplemental data:
Net assets at end of period (in thousands) .......................... $592,003 $431,454
Ratio of expenses to average net assets (b) ......................... 0.93% 0.94%
Ratio of net investment income (loss) to average net assets (b) ..... (0.27%) (0.24%)
Average commission rate paid per share .............................. $0.0582 $0.0565
Portfolio turnover rate (a) ......................................... 99.78% 80.02%
<CAPTION>
Year Ended December 31,
--------------------------------------
1995 1994 1993 (d)
------------ ------------ ------------
<S> <C> <C> <C>
Net asset value, beginning of period ................................. $ 11.55 $ 12.47 $ 10.00
Income from operations:
Net investment income (loss) ....................................... 0.01 0.01 (0.04)
Net realized and unrealized gain (loss) on investments ............. 5.42 (0.92) 2.51
-------- ------- -------
Total income (loss) from operations ............................... 5.43 (0.91) 2.47
-------- ------- -------
Distributions:
Dividends from net investment income ............................... 0.00 (0.01) 0.00
Dividends in excess of net investment income ....................... 0.00 0.00 0.00
Distributions from net realized gains on investments ............... (0.73) 0.00 0.00
Distributions in excess of net realized gains on investments ....... 0.00 0.00 0.00
-------- ------- -------
Total distributions ............................................... (0.73) (0.01) 0.00
-------- ------- -------
Net asset value, end of period ....................................... $ 16.25 $ 11.55 $ 12.47
======== ======= =======
Total return (a) ..................................................... 46.79% (7.36%) 24.71%
Ratios and supplemental data:
Net assets at end of period (in thousands) .......................... $288,519 $182,650 $102,472
Ratio of expenses to average net assets (b) ......................... 0.91% 0.92% 1.00%
Ratio of net investment income (loss) to average net assets (b) ..... 0.03% 0.06% (0.30%)
Average commission rate paid per share .............................. N/A N/A N/A
Portfolio turnover rate (a) ......................................... 124.13% 72.62% 12.79%
</TABLE>
STRATEGIC TOTAL RETURN PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net asset value, beginning of period ................................ $ 13.97 $ 12.86
Income from operations:
Net investment income (loss) ...................................... 0.37 0.37
Net realized and unrealized gain (loss) on investments ............ 2.68 1.56
-------- --------
Total income (loss) from operations .............................. 3.05 1.93
-------- --------
Distributions:
Dividends from net investment income .............................. (0.35) (0.32)
Dividends in excess of net investment income ...................... (0.03) 0.00
Distributions from net realized gains on investments .............. (1.02) (0.50)
Distributions in excess of net realized gains on investments ...... 0.00 0.00
-------- --------
Total distributions .............................................. (1.40) (0.82)
-------- --------
Net asset value, end of period ...................................... $ 15.62 $ 13.97
======== ========
Total return (a) .................................................... 21.85% 15.00%
Ratios and supplemental data:
Net assets at end of period (in thousands) ........................ $526,577 $390,141
Ratio of expenses to average net assets (b) ....................... 0.88% 0.91%
Ratio of net investment income (loss) to average net
assets (b) ....................................................... 2.43% 2.72%
Average commission rate paid per share ............................ $ 0.0596 $ 0.0582
Portfolio turnover rate (a) ....................................... 48.20% 49.32%
<CAPTION>
Year Ended December 31,
-------------------------------------
1995 1994 1993 (d)
------------ ------------ -----------
<S> <C> <C> <C>
Net asset value, beginning of period ................................ $ 10.90 $ 11.23 $ 10.00
Income from operations:
Net investment income (loss) ...................................... 0.37 0.31 0.19
Net realized and unrealized gain (loss) on investments ............ 2.33 (0.33) 1.33
-------- ------- -------
Total income (loss) from operations .............................. 2.70 (0.02) 1.52
-------- ------- -------
Distributions:
Dividends from net investment income .............................. (0.37) (0.31) (0.19)
Dividends in excess of net investment income ...................... 0.00 0.00 0.00
Distributions from net realized gains on investments .............. (0.37) 0.00 (0.10)
Distributions in excess of net realized gains on investments ...... 0.00 0.00 0.00
-------- ------- -------
Total distributions .............................................. (0.74) (0.31) (0.29)
-------- ------- -------
Net asset value, end of period ...................................... $ 12.86 $ 10.90 $ 11.23
======== ======= =======
Total return (a) .................................................... 24.66% (0.53%) 13.49%
Ratios and supplemental data:
Net assets at end of period (in thousands) ........................ $256,806 $183,867 $90,560
Ratio of expenses to average net assets (b) ....................... 0.87% 0.89% 1.00%
Ratio of net investment income (loss) to average net
assets (b) ....................................................... 3.07% 2.78% 1.70%
Average commission rate paid per share ............................ N/A N/A N/A
Portfolio turnover rate (a) ....................................... 52.59% 53.50% 27.41%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
4
<PAGE>
AGGRESSIVE GROWTH PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1997 1996 1995 1994 (e)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ..................................... $ 14.18 $ 13.25 $ 9.86 $ 10.00
Income from operations:
Net investment income (loss) ........................................... (0.01) (0.01) (0.06) 0.02
Net realized and unrealized gain (loss) on investments ................. 3.44 1.38 3.96 (0.14)
-------- -------- ------- -------
Total income (loss) from operations ................................... 3.43 1.37 3.90 (0.12)
-------- -------- ------- -------
Distributions:
Dividends from net investment income ................................... 0.00 0.00 0.00 (0.02)
Dividends in excess of net investment income ........................... (0.42) (0.19) 0.00 0.00
Distributions from net realized gains on investments ................... (1.15) (0.25) (0.51) 0.00
Distributions in excess of net realized gains on investments ........... 0.00 0.00 0.00 0.00
-------- -------- ------- -------
Total distributions ................................................... (1.57) (0.44) (0.51) (0.02)
-------- -------- ------- -------
Net asset value, end of period ........................................... $ 16.04 $ 14.18 $ 13.25 $ 9.86
======== ======== ======= =======
Total return (a) ......................................................... 24.25% 10.45% 38.02% (1.26%)
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $336,166 $220,552 $158,534 $38,826
Ratio of expenses to average net assets (b) ............................ 0.96% 0.98% 1.07% 1.00%
Ratio of net investment income (loss) to average net assets (b) ........ (0.06%) (0.10%) (0.48%) 0.20%
Average commission rate paid per share ................................. $0.0710 $0.0708 N/A N/A
Portfolio turnover rate (a) ............................................ 136.18% 101.28% 108.04% 89.73%
</TABLE>
TACTICAL ASSET ALLOCATION PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1997 1996 1995 (f)
------------ ------------ ------------
<S> <C> <C> <C>
Net asset value, beginning of period ..................................... $ 12.61 $ 11.49 $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.36 0.33 0.41
Net realized and unrealized gain (loss) on investments ................. 1.72 1.33 1.93
-------- -------- --------
Total income (loss) from operations .................................... 2.08 1.66 2.34
-------- -------- --------
Distributions:
Dividends from net investment income ................................... (0.33) (0.30) (0.41)
Dividends in excess of net investment income ........................... (0.19) 0.00 0.00
Distributions from net realized gains on investments ................... (0.56) (0.24) (0.44)
Distributions in excess of net realized gains on investments ........... 0.00 0.00 0.00
-------- -------- --------
Total distributions ................................................... (1.08) (0.54) (0.85)
-------- -------- --------
Net asset value, end of period ........................................... $ 13.61 $ 12.61 $ 11.49
======== ======== ========
Total return (a) ......................................................... 16.59% 14.42% 20.09%
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $302,745 $206,172 $120,531
Ratio of expenses to average net assets (b) ............................ 0.87% 0.90% 0.93%
Ratio of net investment income (loss) to average net assets (b) ........ 2.65% 2.78% 3.76%
Average commission rate paid per share ................................. $ 0.0322 $ 0.0050 N/A
Portfolio turnover rate (a) ............................................ 63.76% 98.97% 38.68%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
5
<PAGE>
GROWTH & INCOME PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1997 1996 1995 1994 (e)
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ..................................... $ 11.76 $ 11.12 $ 9.30 $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.49 0.42 0.46 0.43
Net realized and unrealized gain (loss) on investments ................. 2.35 0.87 1.93 (0.70)
-------- ------- ------- -------
Total income (loss) from operations ................................... 2.84 1.29 2.39 (0.27)
-------- ------- ------- -------
Distributions:
Dividends from net investment income ................................... (0.43) (0.33) (0.46) (0.43)
Dividends in excess of net investment income ........................... (0.59) 0.00 0.00 0.00
Distributions from net realized gains on investments ................... (1.02) (0.32) (0.11) 0.00
Distributions in excess of net realized gains on investments ........... 0.00 0.00 0.00 0.00
-------- ------- ------- -------
Total distributions ................................................... (2.04) (0.65) (0.57) (0.43)
-------- ------- ------- -------
Net asset value, end of period ........................................... $ 12.56 $ 11.76 $ 11.12 $ 9.30
======== ======= ======= =======
Total return (a) ......................................................... 24.65% 11.64% 25.25% (4.58%)
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $ 60,492 $38,115 $24,607 $10,482
Ratio of expenses to average net assets (b) ............................ 0.96% 1.00% 1.00% 1.00%
Ratio of net investment income (loss) to average net assets (b) ........ 3.84% 3.73% 4.56% 5.36%
Average commission rate paid per share ................................. $ 0.0469 $0.0433 N/A N/A
Portfolio turnover rate (a) ............................................ 155.77% 68.53% 78.34% 36.13%
</TABLE>
C.A.S.E. GROWTH PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1997 1996 1995 (g)
----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period ..................................... $ 13.42 $ 11.66 $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.04 0.12 0.12
Net realized and unrealized gain (loss) on investments ................. 1.95 1.92 2.49
-------- -------- --------
Total income (loss) from operations ................................... 1.99 2.04 2.61
-------- -------- --------
Distributions:
Dividends from net investment income ................................... (0.03) (0.05) (0.12)
Dividends in excess of net investment income ........................... (1.23) 0.00
Distributions from net realized gains on investments ................... (0.14) (0.23) (0.83)
Distributions in excess of net realized gains on investments ........... (0.00) 0.00 0.00
-------- -------- --------
Total distributions ................................................... (1.40) (0.28) (0.95)
-------- -------- --------
Net asset value, end of period ........................................... $ 14.01 $ 13.42 $ 11.66
======== ======== ========
Total return (a) ......................................................... 15.03% 17.50% 20.65%
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $ 60,596 $ 26,560 $ 2,578
Ratio of expenses to average net assets (b) ............................ 1.00% 1.00% 1.00%
Ratio of net investment income (loss) to average net assets (b) ........ 0.25% 0.94% 1.02%
Average commission rate paid per share ................................. $ 0.0593 $ 0.0604 N/A
Portfolio turnover rate (a) ............................................ 196.50% 160.27% 121.62%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
6
<PAGE>
GLOBAL SECTOR PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996 (h)
----------- -----------
<S> <C> <C>
Net asset value, beginning of period ..................................... $ 10.55 $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.14 0.06
Net realized and unrealized gain (loss) on investments ................. 0.23 0.55
------- -------
Total income (loss) from operations ................................... 0.37 0.61
------- -------
Distributions:
Dividends from net investment income ................................... (0.13) (0.02)
Dividends in excess of net investment income ........................... (0.38) 0.00
Distributions from net realized gains on investments ................... (0.04) (0.04)
Distributions in excess of net realized gains on investments ........... (0.00) 0.00
------- -------
Total distributions ................................................... (0.55) (0.06)
------- -------
Net asset value, end of period ........................................... $ 10.37 $ 10.55
======= =======
Total return (a) ......................................................... 3.43% 6.08%
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $12,721 $ 6,986
Ratio of expenses to average net assets (b) ............................ 1.70% 2.37%
Ratio of net investment income (loss) to average net assets (b) ........ 1.27% 0.62%
Average commission rate paid per share ................................. $0.0475 $0.0313
Portfolio turnover rate (a) ............................................ 56.26% 27.58%
</TABLE>
VALUE EQUITY PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1997 1996 (h)
------------ -----------
<S> <C> <C>
Net asset value, beginning of period ..................................... $ 11.27 $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.12 0.10
Net realized and unrealized gain (loss) on investments ................. 2.69 1.23
-------- -------
Total income (loss) from operations ................................... 2.81 1.33
-------- -------
Distributions:
Dividends from net investment income ................................... (0.09) (0.04)
Dividends in excess of net investment income ........................... (0.07) 0.00
Distributions from net realized gains on investments ................... (0.02) (0.02)
Distributions in excess of net realized gains on investments ........... 0.00 0.00
-------- -------
Total distributions ................................................... (0.18) (0.06)
-------- -------
Net asset value, end of period ........................................... $ 13.90 $ 11.27
======== =======
Total return (a) ......................................................... 25.04% 13.19%
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $173,435 $49,394
Ratio of expenses to average net assets (b) ............................ 0.89% 1.00%
Ratio of net investment income (loss) to average net assets (b) ........ 0.90% 0.89%
Average commission rate paid per share ................................. $ 0.0630 $0.0696
Portfolio turnover rate (a) ............................................ 17.28% 7.93%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
7
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended
December 31,
1997 (i)
-------------
<S> <C>
Net asset value, beginning of period ..................................... $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.02
Net realized and unrealized gain (loss) on investments ................. 0.73
-------
Total income (loss) from operations ................................... 0.75
-------
Distributions:
Dividends from net investment income ................................... (0.01)
Dividends in excess of net investment income ........................... (0.04)
Distributions from net realized gains on investments ................... 0.00
Distributions in excess of net realized gains on investments ........... 0.00
-------
Total distributions ................................................... (0.05)
-------
Net asset value, end of period ........................................... $ 10.70
=======
Total return(a) .......................................................... 7.50%
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $19,795
Ratio of expenses to average net assets(b) ............................. 1.50%
Ratio of net investment income (loss) to average net assets(b) ......... 0.18%
Average commission rate paid per share ................................. $0.0351
Portfolio turnover rate(a) ............................................. 54.33%
</TABLE>
U.S. EQUITY PORTFOLIO*
<TABLE>
<CAPTION>
Year Ended
December 31,
1997 (i)
-------------
<S> <C>
Net asset value, beginning of period ..................................... $ 10.00
Income from operations:
Net investment income (loss) ........................................... 0.09
Net realized and unrealized gain (loss) on investments ................. 2.60
-------
Total income (loss) from operations ................................... 2.69
-------
Distributions:
Dividends from net investment income ................................... (0.04)
Dividends in excess of net investment income ........................... (0.38)
Distributions from net realized gains on investments ................... (0.04)
Distributions in excess of net realized gains on investments ........... 0.00
-------
Total distributions ................................................... (0.46)
-------
Net asset value, end of period ........................................... $ 12.23
=======
Total return (a) ......................................................... 27.01%
Ratios and supplemental data:
Net assets at end of period (in thousands) ............................. $42,951
Ratio of expenses to average net assets(b) ............................. 1.30%
Ratio of net investment income (loss) to average net assets(b) ......... 0.75%
Average commission rate paid per share ................................. $0.0364
Portfolio turnover rate(a) ............................................. 92.35%
</TABLE>
* SEE NOTES TO FINANCIAL HIGHLIGHTS ON P. 9.
8
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
(a) For periods of less than one year the total return and portfolio turnover
rate are not annualized.
(b) For periods of less than one year the ratio of expenses to average net
assets and the ratio of net investment income (loss) to average net assets
are annualized. Without the advisory fee waiver by WRL (the Fund's
Investment Adviser prior to January 1, 1997) or WRL Investment Management,
Inc. (the Fund's Investment Adviser since January 1, 1997) the ratio for
each period presented would be as follows:
<TABLE>
<CAPTION>
December 31
-------------------------------------------
Portfolio
- ----------------------------------- 1997 1996 1995 1994
<S> <C> <C> <C> <C>
Money Market ...................... * * * *
Bond .............................. * * * *
Growth ............................ * * * *
Global ............................ * * * *
Strategic Total Return ............ * * * *
Emerging Growth ................... * * * *
Aggressive Growth ................. * * * 1.18%
Balanced .......................... * * * 1.34%
Growth & Income ................... * * 1.08% 1.90%
Tactical Asset Allocation ......... * * * *
C.A.S.E. Growth ................... 1.13% 1.64% 4.15% **
Global Sector ..................... * * ** **
Value Equity ...................... * 1.03% ** **
International Equity .............. 3.12% ** ** **
U.S. Equity ....................... 1.49% ** ** **
<CAPTION>
December 31
-------------------------------------------------------
Portfolio
- ----------------------------------- 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C>
Money Market ...................... * * * * 0.84% 1.16%
Bond .............................. * * 0.82% * 0.82% 1.07%
Growth ............................ * * * * 1.13% 1.49%
Global ............................ * * ** ** ** **
Strategic Total Return ............ 1.12% ** ** ** ** **
Emerging Growth ................... 1.16% ** ** ** ** **
Aggressive Growth ................. ** ** ** ** ** **
Balanced .......................... ** ** ** ** ** **
Growth & Income ................... ** ** ** ** ** **
Tactical Asset Allocation ......... ** ** ** ** ** **
C.A.S.E. Growth ................... ** ** ** ** ** **
Global Sector ..................... ** ** ** ** ** **
Value Equity ...................... ** ** ** ** ** **
International Equity .............. ** ** ** ** ** **
U.S. Equity ....................... ** ** ** ** ** **
</TABLE>
* No waiver--Portfolio did not exceed expense limitations.
** Portfolio was not in existence during this period.
(c) The inception of this Portfolio was December 3, 1992.
(d) The inception of this Portfolio was March 1, 1993.
(e) The inception of this Portfolio was March 1, 1994.
(f) The inception of this Portfolio was January 3, 1995.
(g) The inception of this Portfolio was May 1, 1995.
(h) The inception of this Portfolio was May 1, 1996.
(i) The inception of this Portfolio was January 2, 1997.
(j) Effective January 1, 1998, the Sub-Adviser for the Bond Portfolio
changed from Janus Capital Corporation to AEGON USA Investment
Management, Inc. ("AEGON Management"). AEGON Management is also the
Sub-Adviser to the Balanced Portfolio and is an indirect wholly-owned
subsidiary of AEGON nv. Scottish Equitable Investment Management, Ltd.
is a Sub-Adviser to the International Equity Portfolio and is also an
indirect wholly-owned subsidiary of AEGON nv.
(k) Effective March 1, 1997, the Sub-Advisory Agreement for the Global
Sector Portfolio between WRL Investment Management, Inc. and INVESCO
Global Asset Management Limited was terminated. This resulted in a
change of the advisory fee from 1.10% to 0.70%. Effective June 16,
1997, the Sub-Advisory Agreement for the Global Sector Portfolio
between WRL Management and Meridian Investment Management Corporation
was amended and the advisory fee was changed to 0.80%.
NOTE: The above table illustrates the change for a share outstanding using
the average shares outstanding throughout each period.
PORTFOLIOS AT A GLANCE
The Fund consists of eighteen Portfolios. This Prospectus provides information
on seventeen Portfolios of the Fund. WRL Investment Management, Inc. ("WRL
Management") serves as the Fund's investment adviser ("Investment Adviser"),
and contracts on behalf of each Portfolio with an investment sub-adviser
("Sub-Adviser") to provide investment advisory assistance and portfolio
management advice for each Portfolio. See "Management of the Fund," p. 44. Each
Portfolio has its own distinct investment objective and policies which are
summarized below:
/diamond/ AGGRESSIVE GROWTH PORTFOLIO
OBJECTIVE: Seeks long-term capital appreciation.
INVESTMENT POLICY: The Aggressive Growth Portfolio invests primarily in a
diversified, actively managed portfolio of equity securities, such as common
stock or preferred stocks, or securities convertible into or exchangeable for
equity securities, including warrants and rights.
INVESTOR PROFILE: For the investor who aggressively seeks capital growth, and
who can tolerate substantial volatility in the value of an investment.
SUB-ADVISER: Fred Alger Management, Inc.
/diamond/ EMERGING GROWTH PORTFOLIO
OBJECTIVE: Seeks capital appreciation by investing primarily in common stocks
of small and medium-sized companies.
INVESTMENT POLICY: The Emerging Growth Portfolio invests primarily in common
stocks of small and medium-sized companies. Under normal conditions, at least
65% of the Portfolio's total assets will be invested in common stocks of small
and medium-sized companies, both domestic and foreign, in the early stages of
their life cycle, believed to have the potential to become major enterprises.
9
<PAGE>
INVESTOR PROFILE: For the investor seeking greater opportunities for growth of
capital and willing to accept certain special risks. (See "Portfolio Securities
and Risk Factors" on p. 33.)
SUB-ADVISER: Van Kampen American Capital Asset Management, Inc.
/diamond/ INTERNATIONAL EQUITY PORTFOLIO
OBJECTIVE: Seeks long-term growth of capital.
INVESTMENT POLICY: The International Equity Portfolio invests primarily in the
common stock of foreign issuers traded on overseas exchanges and in foreign
over-the-counter ("OTC") markets.
INVESTOR PROFILE: For the investor who seeks long-term growth of capital
through investments in foreign securities. The investor should also be able to
tolerate the significant risk factors associated with foreign investing.
CO-SUB-ADVISERS: Scottish Equitable Investment Management Limited and GE
Investment Management Incorporated
/diamond/ GLOBAL PORTFOLIO
OBJECTIVE: Seeks long-term growth of capital in a manner consistent with
preservation of capital.
INVESTMENT POLICY: The Global Portfolio invests primarily in common stocks of
foreign and domestic issuers.
INVESTOR PROFILE: For the investor who wants capital growth without being
limited to investments in U.S. securities. The investor should also be able to
tolerate the significant risk factors associated with foreign investing.
SUB-ADVISER: Janus Capital Corporation
/diamond/ GROWTH PORTFOLIO
OBJECTIVE: Seeks growth of capital.
INVESTMENT POLICY: The Growth Portfolio invests primarily in common stocks
listed on a national securities exchange or traded on NASDAQ, which the
Portfolio's Sub-Adviser believes have a good potential for capital growth.
INVESTOR PROFILE: For the investor who wants capital growth in a broadly
diversified stock portfolio, and who can tolerate significant fluctuations in
value.
SUB-ADVISER: Janus Capital Corporation
/diamond/ THIRD AVENUE VALUE PORTFOLIO
OBJECTIVE: Seeks long-term capital appreciation.
INVESTMENT POLICY: The Third Avenue Value Portfolio invests primarily in a
portfolio of equity securities of well-financed companies believed to be priced
below their private market values and debt securities providing strong
protective covenants and high, effective yields.
INVESTOR PROFILE: For the investor willing to hold shares through periods of
market fluctuations and the accompanying changes in share prices. This
Portfolio is not intended for investors seeking short-term price appreciation
or for "market timers."
SUB-ADVISER: EQSF Advisers, Inc.
/diamond/ C.A.S.E. GROWTH PORTFOLIO
OBJECTIVE: Seeks annual growth of capital through investment in companies whose
management, financial resources and fundamentals appear attractive on a scale
measured against each company's present value.
INVESTMENT POLICY: The C.A.S.E. Growth Portfolio will primarily invest in
companies whose securities are traded on a national exchange or in the domestic
OTC markets. Companies are selected based on their perceived qualitative and
quantitative fundamental strengths, on a market relative basis against other
companies in the same industry, sector and against the broad market.
INVESTOR PROFILE: For the investor who seeks growth in excess of the Standard &
Poor's Index of 500 Common Stocks (the "S&P 500") on a quarterly basis, but
wants a diversified portfolio that seeks to have investments in companies that
have below market risk characteristics. The investor should be comfortable with
the price fluctuations of a stock portfolio.
SUB-ADVISER: C.A.S.E. Management, Inc.
/diamond/ U.S. EQUITY PORTFOLIO
OBJECTIVE: Seeks long-term growth of capital.
INVESTMENT POLICY: The U.S. Equity Portfolio invests primarily in equity
securities of U.S. companies. Under normal conditions, the Portfolio will
invest at least 65% of its assets in equity securities, consisting of common
stocks and preferred stocks, and securities convertible into common stocks,
consisting of convertible bonds, convertible debentures, convertible notes,
convertible preferred stocks and warrants or rights issued by U.S. companies.
INVESTOR PROFILE: For the investor seeking growth from a broadly diversified
portfolio consisting of both "value" and "growth" equities, which the
Portfolio's Sub-Adviser believes will have characteristics similar to the S&P
500 and the potential to outperform the S&P 500 on a total return basis. The
investor should be comfortable with the price fluctuations of a stock
portfolio.
SUB-ADVISER: GE Investment Management Incorporated
10
<PAGE>
/diamond/ VALUE EQUITY PORTFOLIO
OBJECTIVE: Seeks to achieve maximum, consistent total return with minimum risk
to principal.
INVESTMENT POLICY: The Value Equity Portfolio invests primarily in common
stocks with above-average statistical value which, in the Sub-Adviser's
opinion, are in fundamentally attractive industries and are undervalued at the
time of purchase.
INVESTOR PROFILE: For the investor who seeks both capital preservation and
long-term capital appreciation.
SUB-ADVISER: NWQ Investment Management Company, Inc.
/diamond/ GLOBAL SECTOR PORTFOLIO
OBJECTIVE: Seeks growth of capital.
INVESTMENT POLICY: The Global Sector Portfolio follows an asset allocation
strategy that shifts among a wide range of asset categories and within them,
market sectors. The Portfolio will invest primarily in the following asset
categories: equity securities of domestic and foreign issuers, including common
stocks, preferred stocks, convertible securities and warrants; debt securities
of domestic and foreign issuers, including mortgage-related and other
asset-backed securities and securities rated below investment grade; real
estate investment trusts ("REITs"); equity securities of companies involved in
the exploration, mining, processing, or dealing or investing in gold; gold
bullion; and domestic money market instruments.
INVESTOR PROFILE: For the investor who seeks long-term capital appreciation and
protection of buying power who, at the same time, can tolerate an increased
exposure to risk. The Portfolio is geared towards investors willing to
concentrate in industries and countries that offer an opportunity for greater
capital appreciation and are willing to take the additional risks associated
with sector investing and asset rotation.
SUB-ADVISER: Meridian Investment Management Corporation
/diamond/ TACTICAL ASSET ALLOCATION PORTFOLIO
OBJECTIVE: Seeks preservation of capital and competitive investment returns.
INVESTMENT POLICY: The Tactical Asset Allocation Portfolio invests primarily in
stocks, U.S. Treasury bonds, notes and bills, and money market funds.
INVESTOR PROFILE: For the investor who wants a combination of capital growth
and income, and who is comfortable with the risks associated with an actively
traded portfolio which shifts assets between equity and debt.
SUB-ADVISER: Dean Investment Associates
/diamond/ STRATEGIC TOTAL RETURN PORTFOLIO
OBJECTIVE: Seeks to provide current income, long-term growth of income and
capital appreciation.
INVESTMENT POLICY: The Strategic Total Return Portfolio invests primarily in a
blend of equity and fixed-income securities, including common stocks, income
producing securities convertible into common stocks, and fixed-income
securities.
INVESTOR PROFILE: For the investor who wants current income with the prospect
of income growth, plus the prospect of capital growth. The investor should be
comfortable with the price fluctuations of a portfolio that invests in both
equity and fixed income securities.
SUB-ADVISER: Luther King Capital Management Corporation
/diamond/ REAL ESTATE SECURITIES PORTFOLIO
OBJECTIVE: Seeks long-term total return from investments primarily in equity
securities of real estate companies. Total return will consist of realized and
unrealized capital gains and losses plus income.
INVESTMENT POLICY: The Real Estate Securities Portfolio, under normal
conditions, invests at least 65% of its total assets primarily in the equity
securities of real estate companies. Equity securities include common stock,
preferred stock and securities convertible into common stock.
INVESTOR PROFILE: For the investor who seeks long-term total return consisting
of current income and, potentially, capital appreciation. The investor should
be comfortable with the risk of a portfolio invested primarily in securities of
real estate companies and their exposure to real estate markets.
SUB ADVISER: J.P. Morgan Investment Management Inc.
/diamond/ GROWTH & INCOME PORTFOLIO
OBJECTIVE: Seeks total return by investing in securities that have defensive
characteristics.
INVESTMENT POLICY: The Growth & Income Portfolio invests primarily in a
diversified portfolio of equity and debt securities with an emphasis on sector
investing.
INVESTOR PROFILE: For the investor who seeks high current income and moderate
capital appreciation and is willing to accept certain special risks associated
with sector investing.
SUB-ADVISER: Federated Investment Counseling
11
<PAGE>
/diamond/ BALANCED PORTFOLIO
OBJECTIVE: Seeks preservation of capital, reduced volatility, and superior
long-term risk-adjusted returns.
INVESTMENT POLICY: The Balanced Portfolio invests primarily in common stock,
convertible securities and fixed-income securities.
INVESTOR PROFILE: For the investor who wants capital growth and income from the
same investment, but who also wants an investment which has the prospect of
sustaining its interim principal value through maintaining a balance between
equity and debt. The Portfolio is not designed for investors who desire a
consistent level of income.
SUB-ADVISER: AEGON USA Investment Management, Inc.
/diamond/ BOND PORTFOLIO
OBJECTIVE: Seeks the highest possible current income within the confines of the
primary goal of insuring the protection of capital.
INVESTMENT POLICY: The Bond Portfolio invests at least 65%, and usually a
higher percentage, of its assets in debt securities issued by the U.S.
Government and its agencies and instrumentalities and in other medium to
high-quality debt securities.
INVESTOR PROFILE: For the investor seeking current income consistent with
preservation of capital, and who can tolerate the fluctuation in the principal
associated with changes in interest rates.
SUB-ADVISER: AEGON USA Investment Management, Inc.
/diamond/ MONEY MARKET PORTFOLIO
OBJECTIVE: Seeks to obtain maximum current income consistent with preservation
of principal and maintenance of liquidity.
INVESTMENT POLICY: The Money Market Portfolio maintains a dollar-weighted
average portfolio maturity of not more than 90 days by investing in U.S.
dollar-denominated securities which have effective maturities of not more than
13 months and present minimal credit risks.
INVESTOR PROFILE: For the investor seeking current income, preservation of
capital and maintenance of liquidity.
SUB-ADVISER: J.P. Morgan Investment Management Inc.
PERFORMANCE INFORMATION
The Fund may include quotations of a Portfolio's total return or yield in
connection with the total return for the appropriate Separate Account, in
advertisements, sales literature or reports to Policyowners or to prospective
investors. Total return and yield quotations for a Portfolio reflect only the
performance of a hypothetical investment in the Portfolio during the particular
time period shown as calculated based on the historical performance of the
Portfolio during that period. Such quotations do not in any way indicate or
project future performance. Quotations of total return and yield will not
reflect charges or deductions against the Separate Accounts or charges and
deductions against the Policies or the Annuity Contracts. Where relevant, the
prospectuses for the Policies and the Annuity Contracts contain performance
information which show total return and yield for the Separate Accounts,
Policies or Annuity Contracts.
/diamond/ TOTAL RETURN
Total return refers to the average annual percentage change in value of an
investment in a Portfolio held for a stated period of time as of a stated
ending date. When a Portfolio has been in operation for the stated period, the
total return for such period will be provided if performance information is
quoted. Total return quotations are expressed as average annual compound rates
of return for each of the periods quoted. They also reflect the deduction of a
proportionate share of a Portfolio's investment advisory fees and direct
Portfolio expenses, and assume that all dividends and capital gains
distributions during the period are reinvested in the Portfolio when made.
The rates of return shown below depict the actual investment experience of each
of the Portfolios for the periods shown. (The Third Avenue Value and the Real
Estate Securities Portfolios had not commenced operations as of December 31,
1997, so performance information is not yet available for these Portfolios.)
THE INFORMATION PROVIDED BELOW SHOWS THE HISTORICAL INVESTMENT EXPERIENCE OF
EACH OF THE PORTFOLIOS. IT DOES NOT REPRESENT PROJECTED FUTURE INVESTMENT
PERFORMANCE.
Also shown are comparable figures for the unmanaged S&P 500 and IBC's Taxable
Money Funds, widely used measures of market performance.
12
<PAGE>
Average Annual Compounded Rates of Return
For the Periods Ended On December 31, 1997
<TABLE>
<CAPTION>
Fund Portfolio Inception 10 Years
- --------------------------- ---------------------- ---------------------
<S> <C> <C>
Aggressive Growth 17.72% N/A
Emerging Growth 20.33% N/A
International Equity 7.50% N/A
Global 20.41% N/A
Growth 17.65% 18.66%
C.A.S.E. Growth 20.09% N/A
U.S. Equity 27.01% N/A
Value Equity 23.14% N/A
Global Sector 5.72% N/A
Tactical Asset Allocation 17.04% N/A
Strategic Total Return 15.07% N/A
Growth & Income 14.17% N/A
Balanced 10.44% N/A
Bond 7.77% 8.98%
Money Market 5.00% 5.06%
Third Avenue Value N/A N/A
Real Estate Securities N/A N/A
Standard & Poor's Index
of 500 Common Stocks 16.95% 18.06%
IBC's Taxable Money Funds 7.89% 5.46%
<CAPTION>
Inception
Fund Portfolio 5 Years 1 Year Date
- --------------------------- -------------------- -------------------- -----------------
<S> <C> <C> <C>
Aggressive Growth N/A 24.25% March 1, 1994
Emerging Growth N/A 21.45% March 1, 1993
International Equity N/A 7.50% January 2, 1997
Global 20.38% 18.75% December 3, 1992
Growth 14.23% 17.54% October 2, 1986
C.A.S.E. Growth N/A 15.03% May 1, 1995
U.S. Equity N/A 27.01% January 2, 1997
Value Equity N/A 25.04% May 1, 1996
Global Sector N/A 3.43% May 1, 1996
Tactical Asset Allocation N/A 16.59% January 3, 1995
Strategic Total Return N/A 21.85% March 1, 1993
Growth & Income N/A 24.65% March 1, 1994
Balanced N/A 17.10% March 1, 1994
Bond 7.24% 9.16% October 2, 1986
Money Market 4.31% 5.24% October 2, 1986
Third Avenue Value N/A N/A January 2, 1998
Real Estate Securities N/A N/A May 1, 1998
Standard & Poor's Index
of 500 Common Stocks 20.27% 33.36%
IBC's Taxable Money Funds 4.39% 5.10% January 1, 1976
</TABLE>
/diamond/ YIELD
Yield quotations for the Bond Portfolio refer to the income generated by a
hypothetical investment in the Portfolio over a specified thirty-day period
expressed as a percentage rate of return for that period. The yield is
calculated by dividing the net investment income per share for the period by
the price per share on the last day of that period.
The Money Market Portfolio yield quotation refers to the income generated by a
hypothetical investment in the Money Market Portfolio over a specified
seven-day period if that level of income were generated for 52 consecutive
weeks and expressed as an annual percentage rate of return. The quotation of
compound effective yield for the Money Market Portfolio refers to the same
calculation adjusted to reflect the compounding effect of earnings on
reinvested dividends.
/diamond/ PERFORMANCE SHOWN IN ADVERTISING
The Portfolios may disclose in advertisements, sales literature and reports to
Policyowners or to prospective investors, total returns for a Portfolio for
periods in addition to those required to be presented. They may also disclose
other nonstandardized data, such as cumulative total returns, actual
year-by-year returns, or any combination thereof.
/diamond/ PERFORMANCE RANKINGS AND COMPARISONS TO STANDARD INDEXES
Performance of the Portfolios may also be compared to: (1) indexes, such as the
S&P 500, the Dow Jones Industrial Average or other widely recognized indexes;
(2) other mutual funds whose performance is reported by all or any of Lipper
Analytical Services, Inc., ("Lipper"), Variable Annuity Research & Data Service
("VARDS") and Morningstar, Inc. ("Morningstar"), or as reported by other
services, companies, individuals or other industry or financial publications of
general interest, such as FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS
WEEK, BARRON'S, KIPLINGER'S PERSONAL FINANCE and FORTUNE, which rank and/or
rate mutual funds by overall performance or other criteria; and (3) the
Consumer Price Index. Lipper, VARDS and Morningstar are widely quoted
independent research firms which rank mutual funds according to overall
performance, investment objective, and assets. Unmanaged indexes, such as the
S&P 500, may assume the reinvestment of dividends but usually do not reflect
any "deduction" for the expenses associated with operating and managing a
13
<PAGE>
fund. In connection with a ranking, a Portfolio will also provide information
in sales literature, advertisements, and reports with respect to the ranking,
including the particular category of fund to which it relates, the number of
funds in the category, the period and criteria on which the ranking is based,
and the effect of any fee waivers and/or expense reimbursements.
/diamond/ SUB-ADVISER PERFORMANCE
A Portfolio may disclose in advertisements, supplemental sales literature, and
reports to Policyowners or to prospective investors total returns of an
EXISTING SEC-REGISTERED fund that is managed by the Portfolio's Sub-Adviser and
that has investment objectives, policies, and strategies substantially similar
to those of such Portfolio (a "Similar Sub-Adviser Fund"). ALTHOUGH THE SIMILAR
SUB-ADVISER FUNDS HAVE SUBSTANTIALLY SIMILAR INVESTMENT OBJECTIVES, POLICIES,
AND STRATEGIES AS THE DESIGNATED PORTFOLIO, AND ARE MANAGED BY THE SAME
SUB-ADVISER AS THE DESIGNATED PORTFOLIO, YOU SHOULD NOT ASSUME THAT ANY
PORTFOLIO WILL HAVE THE SAME FUTURE PERFORMANCE AS SIMILAR SUB-ADVISER FUNDS
WHOSE TOTAL RETURNS ARE SHOWN. For example, any Portfolio's future performance
may be greater or less than the historical performance of the corresponding
Similar Sub-Adviser Fund due to, among other things, certain inherent
differences between a Portfolio and the Similar Sub-Adviser Fund.
The table below sets forth certain Portfolios of the Fund and, for each
Portfolio's respective Similar Sub-Adviser Fund, the fund's inception date,
asset size, and the average annual total returns for the one, five and ten year
periods (or life of the Similar Sub-Adviser Fund, if shorter) ended December
31, 1997. These figures are based on the actual investment performance of the
Similar Sub-Adviser Funds. Each Similar Sub-Adviser Fund has higher total
expenses than its corresponding Portfolio of the Fund. The average annual total
returns for the Similar Sub-Adviser Funds are shown with and without the
deductions of any applicable sales load. YOU SHOULD NOTE THAT THE PERFORMANCE
OF THE SIMILAR SUB-ADVISER FUNDS DOES NOT REFLECT THE HISTORICAL PERFORMANCE OF
ANY PORTFOLIOS.
<TABLE>
<CAPTION>
SIMILAR SUB-ADVISER FUND PERFORMANCE
AVERAGE ANNUAL TOTAL RETURN
(WITH SALES LOADS)
SIMILAR 10 YEARS
SUB-ADVISER INCEPTION TOTAL OR SINCE
PORTFOLIO FUND DATE ASSETS 1 YEAR 5 YEARS INCEPTION
<S> <C> <C> <C> <C> <C> <C>
Global Portfolio Janus Worldwide(1) 5/15/91 $10.6 billion 32.72% 22.03% 21.83%
The Alger Fund(2)
Aggressive Capital Appreciation Class A 236.2 million
Growth Portfolio Class A Shares (Net) 12/31/96 (all classes) 15.38% N/A 15.38%
Emerging Van Kampen(3)
Growth Portfolio American Capital Class A
Emerging Growth 10/2/70 3.6 billion 14.36% 17.55% 18.35%
Third Avenue Third Avenue(4)
Value Portfolio Value Fund 11/1/90 1.68 billion 23.87% 17.97% 22.53%
</TABLE>
- --------------
(1) The Janus Worldwide Fund does not have a sales load.
(2) Total returns are for Class A shares of The Alger Capital Appreciation
Portfolio and reflect a deduction of a 4.75% front end sales load. The
Portfolio also offers Class B and Class C shares with different sales
loads. Calculating total return with those sales loads may have resulted
in lower total returns. The inception dates for Class A, B and C shares
are 12/31/96, 10/29/93 and 8/1/97, respectively.
(3) Total returns are for Class A shares of the Van Kampen American Capital
Emerging Growth Fund and reflect a deduction of a 5.75% front end sales
load. The fund also has Class B and Class C shares with different sales
loads. Calculating total return with those sales loads may have resulted
in lower total returns.
(4) 5 year total return for the Third Avenue Value Fund reflects a sales load
of 5.75% in effect during the fifth year.
14
<PAGE>
<TABLE>
<CAPTION>
SIMILAR SUB-ADVISER FUND PERFORMANCE
AVERAGE ANNUAL TOTAL RETURN
(WITHOUT SALES LOADS)
SIMILAR 10 YEARS
SUB-ADVISER INCEPTION TOTAL OR SINCE
PORTFOLIO FUND DATE ASSETS 1 YEAR 5 YEARS INCEPTION
<S> <C> <C> <C> <C> <C> <C>
Global Portfolio Janus Worldwide 5/15/91 $10.6 billion 32.72% 22.03% 21.83%
Aggressive The Alger Fund(1) Class A 236.2 million
Growth Portfolio Capital Appreciation 12/31/96 (All Classes) 21.13% N/A 21.13%
Emerging Van Kampen
Growth Portfolio American Capital Class A
Emerging Growth 10/2/70 3.6 billion 21.34% 18.95% 19.06%
Third Avenue Third Avenue
Value Portfolio Value Fund 11/1/90 1.68 billion 23.87% 19.36% 22.53%
</TABLE>
- ------------------------------
(1) The Portfolio offers Class B and Class C shares as well. Returns for those
classes may differ from those of Class A shares due to differing fee
structures.
THE PERFORMANCE OF SIMILAR SUB-ADVISER FUNDS DOES NOT REFLECT ANY OF THE
CHARGES, FEES, AND EXPENSES IMPOSED UNDER THE POLICIES AND ANNUITY CONTRACTS.
SUCH PERFORMANCE WOULD IN EACH CASE BE LOWER IF IT REFLECTED THESE CHARGES,
FEES AND EXPENSES. SEE THE CONTRACT FORM OR DISCLOSURE DOCUMENT FOR THE POLICY
OR ANNUITY CONTRACT. (THE DISCLOSURE DOCUMENTS FOR THE POLICY OR ANNUITY
CONTRACT DESCRIBE SIMILAR SUB-ADVISER FUNDS AS "OTHER PORTFOLIOS.")
(See the SAI for more information about the Portfolios' performance.)
THE PORTFOLIOS IN DETAIL
This section takes a closer look at each Portfolio's policies and
techniques, and the securities in which the Portfolios invest. PLEASE CAREFULLY
REVIEW THE "OTHER INVESTMENT POLICIES AND RESTRICTIONS" AND "PORTFOLIO
SECURITIES AND RISK FACTORS" SECTIONS OF THIS PROSPECTUS FOR A DESCRIPTION OF
EACH OF THE PORTFOLIO INVESTMENTS IDENTIFIED BELOW AND THE RISKS ASSOCIATED
WITH THOSE INVESTMENTS. You should carefully consider your goals, time horizon
and risk tolerance before choosing a Portfolio.
Each Portfolio's investment objective and, unless otherwise noted,
investment policies and techniques, may be changed by the Board of Directors of
the Fund (the "Fund's Board") without Shareholder or Policyowner approval. A
change in the investment objective or policies of a Portfolio may result in
that Portfolio having an investment objective or policies different from that
which a Policyowner deemed appropriate at the time of investment. You will be
notified of any such change so that you may determine whether that Portfolio
remains an appropriate investment for your Policy or Annuity Contract. More
information about each Portfolio's investment techniques and restrictions is
set forth in the Fund's SAI, which is available without charge upon request.
PORTFOLIO POLICIES AND TECHNIQUES
/diamond/ AGGRESSIVE GROWTH PORTFOLIO
The Aggressive Growth Portfolio seeks to achieve its investment objective by
investing in a diversified, actively managed portfolio of equity securities,
such as common or preferred stocks, or securities convertible into or
exchangeable for equity securities, including warrants and rights. The
Portfolio may engage in leveraging and options and futures transactions, which
are deemed to be speculative and which may increase fluctuations in the
Portfolio's net asset value.
Except during temporary defensive periods, the Portfolio invests at least 85%
of its net assets in equity securities of companies of any size. The Portfolio
will generally invest in companies whose securities are traded on domestic
stock exchanges or in the OTC market. These
15
<PAGE>
companies may still be in the developmental stage, may be older companies that
appear to be entering a new stage of growth progress (owing to factors such as
management changes or development of new technology, products or markets), or
may be companies providing products or services with a high unit volume growth
rate.
To afford the Portfolio the flexibility to take advantage of new opportunities
for investment in accordance with its investment objective, the Portfolio may
hold up to 15% of its net assets in money market instruments and repurchase
agreements and in excess of that amount (up to 100% of its assets) during
temporary defensive periods. This amount may be higher than that maintained by
other funds with similar investment objectives. The Portfolio will only invest
in convertible debt securities rated in one of the three highest rating
categories by any nationally recognized statistical rating organizations
("NRSRO"). (See Appendix A for further information on such ratings.)
The Portfolio may also borrow money for the purchase of additional securities
(leverage). The Portfolio may borrow only from banks and may not borrow in
excess of one-third of the market value of its assets, less liabilities other
than such borrowing. Funds that leverage through borrowing, which is a
speculative technique, offer an opportunity for greater capital appreciation,
but at the same time increase exposure to capital risk.
The Portfolio may purchase put and call options and sell (write) covered call
and put options on securities and securities indexes to increase gain and to
hedge against the risk of unfavorable price movements, and it may enter into
futures contracts on securities indexes and purchase and sell call and put
options on these futures contracts.
The Portfolio may also invest in restricted and illiquid (up to 15% of net
assets) securities (including those issued under Rule 144A); U.S. Government
securities; foreign bank obligations; variable rate master demand notes;
repurchase agreements; and may engage in short sales "against the box."
/diamonds/
/diamond/ EMERGING GROWTH PORTFOLIO
The Emerging Growth Portfolio seeks to achieve its investment objective by
investing primarily in common stocks of small and medium-sized companies. Under
normal conditions, at least 65% of the Portfolio's total assets will be
invested in common stocks of small and medium-sized companies, both domestic
and foreign, in the early stages of their life cycle, that the Sub-Adviser
believes have the potential to become major enterprises. Investments in such
companies may offer greater opportunities for growth of capital than larger,
more established companies, but also involve certain special risks. Emerging
growth companies often have limited product lines, markets, or financial
resources, and they may be dependent upon one or a few key people for
management. The securities of such companies may be subject to more abrupt or
erratic market movements than securities of larger, more established companies
or the market averages in general.
The Portfolio does not limit its investments to any single group or type of
security. The Portfolio does not intend to invest more than 5% of its net
assets in unseasoned companies or special situations involving new management,
special products and techniques, unusual developments, mergers or liquidations.
Investments in unseasoned companies and special situations often involve much
greater risks than are inherent in ordinary investments, because securities of
such companies may be more than likely to experience unexpected fluctuations in
price.
The Portfolio's primary approach is to seek what the Sub-Adviser believes to be
unusually attractive growth investments on an individual company basis. The
Portfolio may invest in securities that have above average volatility of price
movement. The Portfolio attempts to reduce overall exposure to risk from
declines in securities prices by spreading its investments over many different
companies in a variety of industries.
While the Portfolio invests primarily in common stocks, it may invest to a
limited extent in other securities such as preferred stocks, convertible
securities, warrants (up to 5% of assets), illiquid securities (up to 15% of
its net assets), repurchase agreements, restricted securities (up to 5% of
assets) and up to 20% of its total assets in securities of foreign issuers,
including American Depositary Receipts ("ADRs").
The Portfolio expects to utilize options on securities, futures contracts and
options thereon in several different ways, depending upon the status of the
Portfolio's investment portfolio and the Sub-Adviser's expectations concerning
the securities markets.
In times of stable or rising stock prices, the Portfolio generally seeks to
obtain maximum exposure to the stock market, I.E., to be "fully invested." Even
when the Portfolio is fully invested, the Sub-Adviser believes that prudent
management may require that at least a small portfolio of assets be available
as cash to honor redemption requests and for other short-term needs. The
Portfolio may also have cash on hand that has not yet been invested. The
portion of the Portfolio's assets that is
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invested in cash equivalents does not fluctuate with stock market prices, so
that, in times of rising market prices, the Portfolio may underperform the
market in proportion to the amount of cash equivalents in its portfolio. By
purchasing stock index futures contracts, stock index call options, or call
options on stock index futures contracts, however, the Portfolio can "equitize"
the cash portion of its assets and obtain equivalent performance to investing
100% of its assets in equity securities.
Although the Portfolio's assets will be invested primarily in equity securities
at most times, the Portfolio's assets may be invested up to 100% in U.S.
Government securities, high-grade commercial paper, cash, high-quality money
market instruments, corporate bonds and debentures, preferred stocks or
certificates of deposit of commercial banks, when, in the opinion of the
Sub-Adviser, a temporary defensive position is warranted, or so that the
Portfolio may receive a return on its idle cash.
/diamonds/
/diamond/ INTERNATIONAL EQUITY PORTFOLIO
The International Equity Portfolio seeks to achieve its investment objective by
investing primarily in the common stock of foreign issuers traded on overseas
exchanges and in foreign OTC markets. While the Portfolio will primarily invest
in common stock, the Portfolio may also invest in preferred stocks, convertible
securities, warrants or rights, or fixed-income instruments when the
Co-Sub-Advisers deem appropriate.
Division of daily cash inflows attributable to shares purchased by the Separate
Accounts and periodic rebalancing of portfolio assets managed by each
Co-Sub-Adviser will be made with the objective of keeping equal the total
assets managed by each Co-Sub-Adviser. It is anticipated that each
Co-Sub-Adviser may purchase securities for the Portfolio with its allocation of
daily cash inflows which are different from the securities purchased by the
other Co-Sub-Adviser with its respective allocation. In return, each
Co-Sub-Adviser will receive compensation, paid monthly, equal to 50% of the
investment management fees received by the Investment Adviser with respect to
the amount of Portfolio assets managed by each Co-Sub-Adviser during such
period, and, until at least April 30, 1999, less 50% of the amount of any
excess expenses paid by the Investment Adviser on behalf of the Portfolio
pursuant to an expense limitation (see "Management of the Fund - Investment
Adviser," p. 44).
The Portfolio will seek to be invested in a minimum of 50 stocks of issuers
from approximately 15-25 countries, based on (i) the country in which an issuer
is organized; (ii) the country from which an issuer derives at least 50% of its
revenues or profits; or (iii) the principal trading market for the issuer's
securities. Under normal circumstances, the Portfolio will not be invested in
issuers of fewer than twelve countries other than the U.S. at any time. (For
this purpose, ADRs, European Depositary Receipts ("EDRs"), and Global
Depositary Receipts ("GDRs") will be considered to be issued by the issuer of
the securities underlying the receipt.) Typically, the Portfolio will be
invested broadly, not only in the larger stock markets of the United Kingdom,
Continental Europe, Japan and the Far East, but also, to a lesser extent, in
the smaller stock markets of Asia, Europe and Latin America.
At any time, overseas economies may not be moving in the same direction and
will be subject to substantially different fiscal and monetary policies. These
provide situations the Portfolio will aim to exploit. The Portfolio will aim to
add value through both active country allocation and stock selection in
international equity markets.
In selecting investments on behalf of the Portfolio, GE Investment Management
Incorporated ("GEIM") seeks companies that are expected to grow faster than
relevant markets and whose securities are available at a price that does not
fully reflect the potential growth of those companies. GEIM typically focuses
on companies that possess one or more of a variety of characteristics,
including strong earnings growth relative to price-to-earnings and
price-to-cash earnings ratios, low price-to-book value, strong cash flow,
presence in an industry experiencing strong growth and high quality management.
In selecting investments on behalf of the Portfolio, Scottish Equitable
Investment Management Limited ("Scottish Equitable"), seeks initially to
identify countries where economic growth conditions are favorable (through
analysis of gross domestic product growth rates, inflation, interest rates and
other economic factors), and where stock market valuations generally do not
fully reflect growth potential. Scottish Equitable then seeks to identify
within each of the individual markets, companies whose earnings are undervalued
(that is, where future earnings potential is not reflected in the present share
price). Scottish Equitable will utilize measures of value appropriate to local
market conditions, which may include low price earnings ratios, low price to
book value, low price to cash flow ratios, as well as considering such factors
as industry position and management quality.
Under normal circumstances, the Portfolio will seek to invest as described
above, and may for cash management purposes and to meet operating expenses,
invest a portion of its total assets in cash and/or money market
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instruments as described under "Portfolio Securities and Risk Factors" p. 33,
pending investment in accordance with its investment objective and policies.
During periods when a Co-Sub-Adviser believes there are unstable market,
economic, political or currency conditions abroad, the Portfolio may assume a
temporary defensive posture and (i) restrict the securities markets in which
its assets will be invested and/or invest all or a significant portion of its
assets in securities of the types described above issued by companies
incorporated in and/or having their principal activities in the United States,
or (ii) without limitation, hold cash and/or invest in such money market
instruments. To the extent that it holds cash or invests in money market
instruments, the Portfolio may not achieve its investment objective of
long-term growth of capital.
The Portfolio may purchase and sell financial futures contracts, stock index
futures contracts, and foreign currency futures contracts and related options,
forward foreign currency contracts, and interest rate swaps, caps and floors
for hedging purposes only and not for speculation, subject to certain
limitations.
The Portfolio may invest in convertible securities; stock index futures
contracts, including indexes on specific securities, as a hedge against changes
in the market value of common stocks; interest rate future contracts as a hedge
against changes in interest rates; and illiquid securities (up to 15% of net
assets).
/diamonds/
/diamond/ GLOBAL PORTFOLIO
The Global Portfolio seeks to achieve its investment objective by investing in
companies on a worldwide basis, regardless of country of organization or place
of principal business activity, as well as domestic and foreign governments,
government agencies and other governmental entities. Realization of income is
not a significant investment consideration and any income realized on the
Portfolio's investments will, therefore, be incidental to the Portfolio's
objective.
The Portfolio's assets will normally be invested in securities of issuers from
at least five different countries, including the United States. The Portfolio
may, on a temporary basis, invest all of its assets in less than five, or even
a single country. When recommending allocations of the Portfolio's investments
among regions and countries, the Portfolio's Sub-Adviser considers various
factors such as prospects for relative economic growth among countries, regions
or geographic areas; expected levels of inflation; government policies
influencing business conditions; and the outlook for currency relationships.
Although it is the policy of the Portfolio to purchase and hold securities for
long-term capital growth in a manner consistent with preservation of capital,
changes in the Portfolio will generally be made when the Sub-Adviser believes
they are advisable, typically either as a result of a security having reached a
price objective or by reason of developments not foreseen at the time of the
security's purchase.
Because the sale of a security ordinarily will be made without reference to the
length of time the security has been held, a significant number of short-term
transactions may result. The rate of portfolio turnover will not be a limiting
factor when changes are deemed to be appropriate. However, certain tax rules
may restrict the Portfolio's ability to sell securities in some circumstances
when a security has been held for an insufficient length of time. Increased
portfolio turnover necessarily results in correspondingly higher brokerage
costs for the Portfolio. These are ultimately borne by the Policyowners.
The Sub-Adviser seeks to reduce the risks associated with these considerations
through diversification and active professional management.
The Portfolio seeks to invest substantially all of its assets in common stocks
when the Sub-Adviser believes that the relevant market environment favors
profitable investing in equity securities. Common stock investments are
selected from industries and companies that the Sub-Adviser believes are
experiencing favorable demand for their products and services, and which
operate in a favorable competitive environment and regulatory climate.
Although the assets of the Portfolio are ordinarily invested in common stocks
at most times, the Portfolio may increase its cash position (up to 100% of
assets) when the Sub-Adviser is unable to locate investment opportunities with
desirable risk/reward characteristics. The Portfolio may invest in Government
securities, corporate bonds and debentures, bank obligations, high-grade
commercial paper, preferred stocks, certificates of deposits or other
securities of U.S. issuers. These investments will be made when the Sub-Adviser
perceives an opportunity for capital growth from such securities, or to enable
the Portfolio to receive a competitive return on its uninvested cash.
The Portfolio's investments in debt securities will be made in securities of
U.S. and foreign companies, the U.S. Government, foreign governments, and U.S.
and foreign governmental agencies and instrumentalities and
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other government entities. The Portfolio may invest up to 15% of its net assets
in illiquid securities.
The Portfolio may also invest in futures contracts, related options, repurchase
and reverse repurchase agreements, forward foreign currency contracts and other
derivative instruments, up to 5% in high-yield bonds, and when issued
securities (up to 20% of its assets).
/diamonds/
/diamond/ GROWTH PORTFOLIO
The Growth Portfolio seeks to achieve its investment objective by investing
substantially all of its assets in common stocks when the Sub-Adviser believes
that the relevant market environment favors profitable investing in those
securities.
Common stock investments are selected in industries and companies which the
Sub-Adviser believes are experiencing favorable demand for their products and
services, and which operate in a favorable competitive environment and
regulatory climate. The Sub-Adviser's analysis and selection process focuses on
stocks issued by companies with earnings growth potential. In particular, the
Portfolio intends to buy stocks with earnings growth potential that may not be
recognized by the market. Securities are selected solely for their growth
potential; investment income is not a consideration.
Although the Portfolio's assets will be invested primarily in common stocks at
most times, the Portfolio may increase its cash position when the Sub-Adviser
is unable to locate investment opportunities with desirable risk/reward
characteristics. In such case, the Portfolio may invest in Government
securities, high-grade commercial paper, corporate bonds and debentures,
warrants, preferred stocks or certificates of deposit of commercial banks or
other debt securities.
The Portfolio may also invest in repurchase and reverse repurchase agreements,
illiquid securities (up to 15% of its net assets), futures contracts, related
options, forward foreign currency contracts, and other derivatives, and
when-issued securities (up to 20% of its assets). The Portfolio may also invest
up to 25% of its net assets in foreign securities (which may be purchased
through ADRs, EDRs and GDRs, as well as directly) and up to 5% in high-yield
bonds.
/diamonds/
/diamond/ THIRD AVENUE VALUE PORTFOLIO
The Third Avenue Value Portfolio seeks to achieve its objective by following a
value investing philosophy to acquire common stocks of well-financed companies
at a substantial discount to the Sub-Adviser's estimate of the issuing
company's private market value (I.E., take-over value). The Portfolio also
seeks to acquire senior securities, such as preferred stocks and debt
instruments, that have strong covenant protections and above-average current
yields, yields to events, or yields to maturity.
The Sub-Adviser adheres to a strict value discipline when selecting securities
for the Portfolio. Contrary to conventional wisdom, which says that greater
risks are necessary to reap greater rewards, the Sub-Adviser seeks to invest in
a portfolio of securities where the prices at the time of acquisition are low
enough so that the Sub-Adviser can conclude that both the risk is lowered and
appreciation potential is enhanced.
The Sub-Adviser believes that value is created more by past corporate
prosperity than by bear markets. For this reason, the Sub-Adviser conducts
intensive bottom-up research to identify investment opportunities, and ignores
the general stock market and other macro factors.
The Sub-Adviser believes that knowledge gained through intensive research lends
more toward reducing investment risk than does diversification. Thus, the
Portfolio will probably be less diversified than other mutual funds of
comparable size. See "Other Investment Policies and
Restrictions--Diversification and Concentration," p. 31.
The Sub-Adviser follows a strategy of "buy and hold." This approach to
achieving growth over the long term means that the Portfolio should experience
low turnover, minimizing transaction costs and tax consequences.
In selecting equity securities, the Sub-Adviser seeks issuing companies that
exhibit (1) a strong financial position, as measured not only by balance sheet
data but also by off-balance sheet assets, liabilities and contigencies (as
disclosed in footnotes to financial statements and as determined through
research of public information); (2) responsible management and control groups,
gauged by management competence as operators and investors as well as by an
apparent absence of intent to profit at the expense of shareholders; (3)
availability of comprehensive and meaningful financial and related information
(a key disclosure being audited financial statements and information which the
Sub-Adviser
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believes are reliable benchmarks to aid in understanding the business, its
values and its dynamics); and (4) availability of the security at a market
price which the Sub-Adviser believes is at a substantial discount to the Sub-
Adviser's estimate of what the issuer is worth as a private company or as a
take-over, merger or acquisition candidate.
The Portfolio intends its investment in debt securities to be, for the most
part, in securities which the Sub-Adviser believes will provide above-average
current yields, yields to events, or yields to maturity. In selecting debt
instruments, the Sub-Adviser requires the following characteristics: (1) strong
covenant protection, and (2) yield to maturity at least 500 basis points above
that of a comparable credit.
In acquiring debt securities, the Sub-Adviser generally will look for covenants
which are designed to protect holders of the debt issue from possible adverse
future events such as, for example, the addition of new debt senior to the
issue under consideration. Also, the Sub-Adviser will seek to analyze the
potential impacts of possible extraordinary events such as corporate
restructurings, refinancings, or acquisitions. The Sub-Adviser will also use
its best judgment as to the most favorable range of maturities. In general, the
Portfolio will acquire debt issues which have a senior position in an issuer's
capitalization and will avoid "mezzanine" issues such as non-convertible
subordinated debentures.
The Portfolio may invest in loans and other direct debt instruments owed by a
borrower to another party. They represent amounts owed to lenders, lending
syndicates (loans and loan participations) or to other parties. Direct debt
instruments may involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the Portfolio in the event of
fraud or misrepresentation. In addition, loan participations involve a risk of
insolvency of the lending bank or other financial intermediary. The markets in
loans are not regulated by Federal securities laws or the SEC.
The Sub-Adviser may seek investments in the securities of companies in
industries that are temporarily depressed. The Sub-Adviser also seeks
investments in equity securities of companies where debt service (current
annual required payment of interest and principal to creditors) consumes a
small part of such companies' cash flow.
The Portfolio intends to invest occasionally in the common stock of selected
new issuers. Investments in relatively new issuers, I.E., those having
continuous operating histories of less than three years, may carry special
risks and may be more speculative because such companies are relatively
unseasoned.
The Portfolio may also invest in trade claims. Trade claims are interests in
amounts owed to suppliers of goods or services and are purchased from creditors
of companies in financial difficulty. An investment in trade claims is
speculative and carries a high degree of risk. (See "Portfolio Securities and
Risk Factors--Trade Claims," p. 43.)
The Portfolio will not purchase or hold in excess of 35% of its net assets in
high yield debt securities, including those rated below Baa by Moody's
Investors Service, Inc. ("Moody's") and below BBB by Standard & Poor's
Corporation ("S&P") and unrated debt securities. (See "Portfolio Securities and
Risk Factors--Debt Securities and Fixed-Income Investing," p. 35.)
The Portfolio may also invest in foreign securities. The Portfolio's foreign
securities investments will have characteristics similar to those of domestic
securities selected for the Portfolio. The Portfolio intends to limit its
investments in foreign securities to companies issuing U.S. dollar-denominated
ADRs or who otherwise comply with SEC disclosure requirements. By limiting its
investments in this manner, the Portfolio seeks to avoid investing in
securities where there is no compliance with SEC requirements to provide public
financial information, or when such information is unreliable as a basis for
analysis.
Foreign securities markets generally are not as developed or efficient as those
in the United States. Securities of some foreign issuers are less liquid and
more volatile than securities of comparable U.S. issuers. The Portfolio will be
subject to additional risks which include: possible adverse political and
economic developments, seizure or nationalization of foreign deposits and
adoption of governmental restrictions that may adversely affect the payment of
principal and interest on the foreign securities or currency blockage that
would restrict such payments from being brought back to the United States.
Because foreign securities often are purchased with and payable in foreign
currencies, the value of these assets as measured in U.S. dollars may be
affected favorably or unfavorably by changes in currency rates and exchange
control regulations.
The Portfolio may, from time to time, engage in foreign currency transactions
in order to hedge the value of its respective portfolio holdings denominated in
foreign currencies against fluctuations in foreign currency prices versus the
U.S. dollar. These transactions include forward currency contracts, exchange
listed and OTC
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options on currencies, currency swaps and other swaps incorporating currency
hedges.
The notional amount of a currency hedged by the Portfolio will be closely
related to the aggregate market value (at the time of making such purchase) of
the securities held and reasonably expected to be held in its portfolio
denominated or quoted in or currently convertible into that particular currency
or a closely related currency. If the Portfolio enters into a hedging
transaction in which the Portfolio is obligated to make further payments, its
custodian will segregate cash or readily marketable securities having a value
at all times at least equal to the Portfolio's total commitments.
The Portfolio may also invest in mortgage-backed securities and derivative
mortgage-backed securities, including "principal only," but not "interest
only," components; asset-backed securities; floating rate, inverse floating
rate and index obligations; repurchase agreements; restricted and illiquid
securities (up to 15% of the Portfolio's net assets); and other investment
companies.
When, in the judgment of the Sub-Adviser, a temporary defensive posture is
appropriate, the Portfolio may hold all or a portion of its assets in
short-term U.S. Government obligations, cash or cash equivalents. The adoption
of a temporary defensive posture does not constitute a change in the
Portfolio's investment objective.
/diamonds/
/diamond/ C.A.S.E. GROWTH PORTFOLIO
The C.A.S.E. Growth Portfolio seeks to achieve its investment objective through
investments in common, preferred and convertible stocks of firms that the Sub-
Adviser believes exhibit below market risk characteristics supported by below
market multiples on a leading, lagging and ten-year basis, and are perceived to
have above average fundamentals including return on equity, price to earnings
ratio and other balance sheet components to obtain long-term capital growth.
The Sub-Adviser applies its proprietary forms of research to such companies
which it believes exhibit superior products, above average growth rates along
with sound management and financials. Each company selected in the Portfolio is
monitored against more than two dozen disciplines, on a market and comparative
basis, including insider's activity, market style leadership, earnings
surprise, analyst's change in earnings protection, return on equity, five-year
earnings per share growth, price earnings ratio, price-to-book, price to cash
flow, institutional activity and holdings, stock price changes, price to 200
day moving average, price to historical rising inflation, price to declining
U.S. dollar and earnings projected change. The Sub-Adviser believes that above
average performance is as much a condition of eliminating bad situations as it
is discovering good ones. Securities are sold when companies appear overvalued
or lose the fundamentals necessary for future confidence as determined by the
Sub-Adviser of the Portfolio.
Although it is the policy of the Portfolio to purchase and hold securities for
long-term capital growth, changes in the Portfolio will generally be made
whenever the Sub-Adviser believes they are advisable. Because investment
changes ordinarily will be made without reference to the length of time a
security has been held, a significant number of short-term transactions may
result. The rate of portfolio turnover will not be a limiting factor when
changes are deemed to be appropriate. However, certain tax rules may restrict
the Portfolio's ability to sell securities in some circumstances when the
security has been held for an insufficient length of time.
Although the assets of the Portfolio are ordinarily invested in common stocks
at most times, the Portfolio may increase its cash position when the
Sub-Adviser is unable to locate investment opportunities with desirable
risk/reward characteristics. The Portfolio may invest in government securities,
corporate bonds and debentures, high-grade commercial paper, preferred stocks,
certificates of deposit or other securities of U.S. issuers when the
Sub-Adviser perceives an opportunity for capital growth from such securities,
or so that the Portfolio may receive a competitive return on its uninvested
cash.
The Portfolio's investments in debt securities will be made in securities of
U.S. and foreign companies, the U.S. Government, foreign governments, and U.S.
and foreign governmental agencies and instrumentalities and other governmental
entities. The Portfolio does not presently intend to invest more than 5% of its
assets in debt securities rated less than investment grade.
Subject to certain limitations, the Portfolio may engage in hedging strategies
involving futures contracts and related options, forward currency contracts,
and interest rate swaps, caps and floors.
The Portfolio may engage in hedging strategies to attempt to reduce the overall
length of investment risk that normally would be expected to be associated with
the Portfolio's securities, and to attempt to protect the Portfolio against
market movements that might adversely affect the value of the Portfolio's
securities or the price of securities that the Portfolio is considering
purchasing. There can be no assurance, however, that the use of these
instruments by the Portfolio will assist it in achieving its investment
objective.
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The Portfolio may invest in repurchase and reverse repurchase agreements,
illiquid securities (up to 15% of its net assets), when-issued securities and
"special situations." (The Portfolio does not intend to invest more than 20% of
its assets in when-issued securities.)
The Portfolio may invest up to 25% of its net assets in the securities of
foreign issuers and obligors. Investments may be made in both domestic and
foreign companies. If appropriate and available, the Sub-Adviser may purchase
foreign securities through ADRs, EDRs, GDRs and other types of receipts of
shares evidencing ownership of the underlying foreign securities.
/diamonds/
/diamond/ U.S. EQUITY PORTFOLIO
The U.S. Equity Portfolio seeks to achieve its investment objective through
investment primarily in equity securities of U.S. companies. In pursuing its
objective, the Portfolio, under normal conditions, invests at least 65% of its
assets in equity securities, including common stocks and preferred stocks, and
securities convertible into common stocks, including convertible bonds,
convertible debentures, convertible notes, convertible preferred stocks and
warrants or rights issued by U.S. companies. In managing the assets of the
Portfolio, the Sub-Adviser uses a combination of "value-oriented" and
"growth-oriented" investing. Value-oriented investing involves seeking
securities that may have low price-to-earnings ratios, or high yields, or that
sell for less than intrinsic value as determined by the Sub-Adviser, or that
appear attractive on a dividend discount model. These securities generally are
sold from the Portfolio's portfolio when their prices approach targeted levels.
Growth-oriented investing generally involves buying securities with above
average earnings growth rates at reasonable prices. The Portfolio holds these
securities until the Sub-Adviser determines that their growth prospects
diminish or that they have become overvalued when compared with alternative
investments.
In investing on behalf of the Portfolio, the Sub-Adviser seeks to produce a
portfolio that it believes will have similar characteristics to the S&P 500, by
virtue of blending investments in both "value" and "growth" securities. Since
the Portfolio's strategy seeks to combine the basic elements of companies
comprising the S&P 500, but is designed to select investments deemed to be the
most attractive within each category, the Sub-Adviser believes that the
strategy should be capable of outperforming the U.S. equity market as reflected
by the S&P 500 on a total return basis.
The equity securities issued by U.S. companies in which the Portfolio invests
typically are traded on U.S. securities exchanges; those U.S. equity securities
held by the Portfolio that are not exchange-traded are non-publicly traded or
traded in the U.S. OTC market. Up to 15% of the Portfolio's assets may be
invested in foreign securities.
The Portfolio also may invest in certain equity-indexed securities and
securities of foreign issuers in the form of depositary receipts.
The Portfolio may, under normal market conditions, invest up to 35% of its
assets in notes, bonds and debentures issued by corporate or governmental
entities when the Sub-Adviser determines that investing in these kinds of debt
securities is consistent with the Portfolio's investment objective of long-term
growth of capital. The Sub-Adviser believes that such a determination could be
made, for example, upon the Portfolio's investing in the debt securities of a
company whose securities the Sub-Adviser anticipates will increase in value as
a result of a development particularly or uniquely applicable to the company,
such as a liquidation, reorganization, recapitalization or merger, material
litigation, technological breakthrough or new management or management
policies. In addition, the Sub-Adviser believes such a determination could be
made with respect to an investment by the Portfolio in debt instruments issued
by a governmental entity upon the Sub-Adviser's concluding that the value of
the instruments could increase as a result of improvements or changes in public
finances, monetary policies, external accounts, financial markets, exchange
rate policies or labor conditions of the country in which the governmental
entity is located.
During normal market conditions, a portion of the Portfolio's total assets may
be held in cash and/or invested in money market instruments of the types
described on p. 36 under "Portfolio Securities and Risk Factors -- Money Market
Instruments" for cash management purposes, pending investment in accordance
with the Portfolio's investment objective and policies, and to meet operating
expenses. During periods in which the Sub-Adviser believes that investment
opportunities in the U.S. equity markets are diminished (due to either
fundamental changes in those markets or an anticipated general decline in the
value of U.S. equity securities), the Portfolio may, for temporary defensive
purposes, hold cash and/or invest in the same types of money market instruments
without limitation. Included among the money market instruments in which the
Portfolio may invest are repurchase agreements. To the extent that it holds
cash or invests in money market instruments, the
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Portfolio may not achieve its investment objective of long-term growth of
capital.
The Portfolio's investments in debt securities are limited to those that are
rated investment grade, except that up to 5% of the Portfolio's assets may be
invested in securities rated lower than investment grade. A security is
considered investment grade if it is rated at the time of purchase within the
four highest grades assigned by S&P or by Moody's or has received an equivalent
rating from an NRSRO or, if unrated, is deemed by the Sub-Adviser to be of
comparable quality. (See Appendix A for a description of debt securities
ratings.)
The Portfolio, in addition to investing as described above, may hold the
following types of instruments: non-publicly traded securities, illiquid
securities, and securities that are not registered under the Securities Act of
1933, as amended (the "1933 Act"), but that can be sold to "qualified
institutional buyers" in accordance with Rule 144A under the 1933 Act (each, a
"Rule 144A Security" and collectively, "Rule 144A Securities"). In addition,
the Portfolio may engage in the following types of investment techniques and
strategies: purchasing put and call options on securities; writing put and call
options on securities; purchasing put and call options on securities indexes;
entering into interest rate, financial and stock or bond index futures
contracts or related options that are traded on a U.S. or foreign exchange or
board of trade or in the over-the-counter market; engaging in forward currency
transactions; purchasing and writing put and call options on foreign
currencies; entering into securities transactions on a when-issued or
delayed-delivery basis; and lending portfolio securities.
/diamonds/
/diamond/ VALUE EQUITY PORTFOLIO
The Value Equity Portfolio seeks to achieve its investment objective by
investing its assets in common stocks with above-average statistical value
which the Sub-Adviser believes are in fundamentally attractive industries and
are undervalued at the time of purchase. The Sub-Adviser will seek to identify
stocks of above-average statistical value by using statistical measures to
screen for below-average price-to earnings and price-to-book value ratios,
above-average dividend yields and strong financial stability.
The Sub-Adviser will begin the process of evaluating potential common stock and
equity-related securities investments by screening a universe of 1,100
companies, primarily of medium to large capitalization. For these purposes, the
Sub-Adviser considers medium capitalization stocks to be stocks issued by
companies with market capitalization of between $500 million and $3 billion,
and large capitalization stocks to be those stocks issued by companies with
market capitalization in excess of $3 billion. Investments in companies with
market capitalization under $500 million will be limited to 10% of the
Portfolio's total assets.
The process used by the Sub-Adviser to identify promising, under-valued
companies within this universe of companies may be different from those of
other value-oriented investment managers in the following ways: the use of
earnings averaged over both strong and weak periods to value cyclical
companies; a focus on quality of earnings; investment in relative value; and
concentration in industries/sectors having strong long-term fundamentals.
As a part of a multi-disciplined approach to capturing value, the Sub-Adviser
first seeks to identify market sectors early in their cycle of fundamental
improvement, investor recognition and market exploitation. Industry
fundamentals used in this decision making process are business trend analysis
(to analyze industry and company fundamentals for the impact of changing
worldwide product demand/supply), direction of inflation and interest rates,
and expansion/contraction of business cycles. The Sub-Adviser utilizes in-house
capabilities, in addition to independent resources, for economic, industry and
securities research.
Following this initial phase, approximately 200 companies that the Sub-Adviser
believes have above-average statistical value and are in a sector identified as
having positive fundamentals on a long-term basis will be actively followed.
Company visits and interviews with management augment fundamental research in
seeking to identify the potential value in these investments. The Portfolio
will seek to be concentrated in those industries with positive fundamentals and
likewise will seek to minimize risk by avoiding industries with deteriorating
long-term fundamentals.
The Sub-Adviser anticipates that the majority of the investments in the
Portfolio will be in U.S.-based companies. However, from time to time,
securities of foreign based companies may be purchased, in accordance with the
selection process outlined above. The Portfolio presently intends to limit its
investment in foreign securities and ADRs to up to 25% of its total assets.
In seeking to meet its investment objective, the Portfolio may invest in any
type of security whose investment characteristics are consistent with the
Portfolio's investment policies and techniques. Some of the other securities
the Portfolio may invest in are repurchase agreements (up to 25% of its total
assets); certificates of
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deposit and certain bankers' acceptance and other securities; when-issued,
delayed settlement or forward delivery securities; short-term investments;
illiquid securities (up to 15% of its net assets) and Rule 144A securities; and
non-investment grade convertible bonds and preferred stock (up to 10% of its
assets).
/diamonds/
/diamond/ GLOBAL SECTOR PORTFOLIO
The Global Sector Portfolio seeks to achieve its investment objective by
following an asset allocation strategy that shifts among a wide range of asset
categories and within them, market sectors. The Portfolio will invest in the
following asset categories: equity securities of domestic and foreign issuers,
including common stocks, preferred stocks, convertible securities and warrants;
debt securities of domestic and foreign issuers, including mortgage-related and
other asset-backed securities and securities rated below investment grade;
exchange-traded or OTC REITs; equity securities of companies involved in the
exploration, mining, processing, or dealing or investing in gold ("gold
stocks"); gold bullion; and domestic money market instruments. The Sub-Adviser
determines the allocation of the Portfolio's assets among the asset categories
described above, based on proprietary quantitative research.
The Portfolio is not required to maintain a portion of its assets in each of
the permitted asset categories. The Portfolio, however, under normal
circumstances, will maintain a minimum of 20% of its total assets in equity
securities and 10% in debt securities. The Portfolio may, however, invest up to
100% of its total assets in equity securities and up to 70% in debt securities.
For temporary defensive purposes, during times of unusual market conditions,
the Portfolio may invest 100% of its assets in short-term securities. (See the
SAI for a detailed description of these instruments.)
The Portfolio will not invest more than 20% of its total assets in gold stocks.
The Portfolio will not invest more than 25% of its total assets in the
securities of any single country, other than the U.S. Under normal
circumstances, the Portfolio will invest at least 65% of its total assets in
securities of issuers domiciled in at least three countries, one of which may
be the U.S., although the Sub-Adviser expects the Portfolio's investments to be
allocated among a larger number of countries. The percentage of the Portfolio's
assets invested in securities of U.S. issuers normally will be higher than that
invested in securities of issuers domiciled in any other single country.
However, it is possible that at times the Portfolio may have 65% or more (but
not more than 80%) of its total assets invested in foreign securities.
Market sectors within the asset categories include the industry, country or
bond markets available for investment.
The Portfolio's investment in stocks, bonds and cash securities may vary from
time to time, depending upon the Sub-Adviser's assessment of business, economic
and market conditions. If the Sub-Adviser's assessment determines these
conditions to be abnormal, the Portfolio may depart from its basic investment
objective and assume a temporary defensive position, with up to 100% of its
assets invested in U.S. Government and agency securities, investment grade
corporate bonds or cash securities such as domestic certificates of deposit and
bankers' acceptances, repurchase agreements and commercial paper. (See the SAI
for a description of these securities.)
The Portfolio reserves the right to hold equity, debt and cash securities, in
whatever proportion is deemed desirable, at any time for defensive purposes.
While the Portfolio is in a defensive position, the opportunity to achieve
capital growth will be limited; however, the ability to maintain a defensive
position enables the Portfolio to seek to avoid capital losses during market
downturns. Under normal market conditions, the Portfolio does not expect to
have a substantial portion of its assets invested in cash securities.
In selecting equity securities (common stocks and, to a lesser degree,
preferred stocks and securities convertible into common stocks, such as rights,
warrants and convertible debt securities) in which the Portfolio invests, the
Sub-Adviser attempts to identify companies that have demonstrated or, in the
Sub-Adviser's opinion, are likely to demonstrate in the future, strong earnings
growth relative to other companies in the same industry or country. The
dividend payment records of companies are also considered. Equity securities
may be issued by either established, well-capitalized companies or
newly-formed, small-cap companies, and may trade on regional or national stock
exchanges or in the OTC market.
Most of the debt securities (corporate bonds, commercial paper, debt securities
issued by the U.S. Government, its agencies and instrumentalities, or foreign
governments, asset-backed securities and zero coupon bonds) in which the
Portfolio may invest must be rated in the four highest grades as determined by
Moody's or S&P. However, the Portfolio may also invest up to 15% of its total
assets in debt securities rated below these four levels (commonly referred to
as "junk bonds"). In no event will the Portfolio
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ever invest in a debt security rated below Caa by Moody's or CCC by S&P. (See
Appendix A for a description of debt securities ratings.)
In order to hedge its portfolio, the Portfolio may purchase and write options
on securities (including index options and options on foreign securities), and
may invest in futures contracts for the purchase or sale of debt securities and
instruments based on financial indexes (collectively, "futures contracts"),
options on futures contracts and interest rate swaps and swap-related products.
As a hedge against fluctuations in foreign exchange rates, pending the
settlement of transactions in foreign securities or during the time the
Portfolio holds foreign securities, the Portfolio may enter into forward
foreign currency contracts.
Investments made by the Portfolio in short-term securities may include
repurchase agreements. The Portfolio may enter into repurchase agreements with
respect to debt instruments eligible for investment by the Portfolio.
/diamond/ TACTICAL ASSET ALLOCATION PORTFOLIO
The Tactical Asset Allocation Portfolio seeks to achieve its investment
objective by investing primarily in stocks, U.S. Treasury bonds, notes and
bills, and money market funds. The Portfolio will seek to achieve income yield
in excess of the dividend income yield of the S&P 500. The Portfolio seeks to
invest its assets primarily in income producing common or preferred stock,
while the remainder of the Portfolio will ordinarily be invested in debt
obligations, typically some of which will be convertible into common stock.
The principles by which the Sub-Adviser makes its stock selection are based on
value investing - which seeks to combine safety of principal with above average
returns. A company is attractive if it is reasonably priced and the Sub-Adviser
believes it will perform better than the current expectations for earning/cash
flow over the next several years.
The Sub-Adviser's focus is on primarily high quality, liquid, large
capitalization stocks. The selection process starts with a "bottom-up"
screening of the market to identify stocks that are statistically undervalued,
based on financial characteristics such as Price to Cash Flow, Price to Sales,
Price to Earnings, Dividend Yield, and Return on Equity relative to the stock's
historical norms.
The Sub-Adviser believes that investors' expectations and the company's
operating performance ultimately determine which statistically "undervalued"
stocks make good investments. Finally, undervalued stocks, by defini-tion, are
out of favor with most investors. Therefore, the analysis of the Sub-Adviser
includes a thorough fundamental and technical evaluation of stocks to determine
their likely prospects for positive investment performance. The Sub-Adviser's
goal is to choose stocks which the market has undervalued based on
"overreaction" to perceived risks.
A stock's fundamentals dominate the selection process. However, technical
analysis is used to help improve the timeliness of the Sub-Adviser's trading
decisions.
The Sub-Adviser utilizes a series of linear statistical models that attempt to
forecast total stock market returns for both short (12 to 18 months) and long
(36 to 60 months) run time periods. These time series models assist the
Sub-Adviser in comparing the risks and rewards of holding stocks versus
treasury notes and money market funds, and assist the Sub-Adviser in
determining when to "tactically" adjust the asset allocation through a gradual
shifting of assets among stocks, U.S. Treasury bonds and notes, and money
market funds. A combination of fundamental, technical, subjective and monetary
variables are used in the forecasting models.
The Portfolio may invest up to 25% of its total assets in equity securities of
foreign issuers. It is anticipated that most of the Portfolio's investments in
securities of foreign issuers will be ADRs. The Portfolio may also invest in
American Depositary Shares ("ADSs").
The Portfolio may also invest in U.S. Government securities, corporate bonds
and debentures, high-grade commercial paper (rated Prime-1 by Moody's or A-1 by
S&P), preferred stocks, certificates of deposit or other securities of U.S.
issuers when the Sub-Adviser perceives attractive opportunities from such
securities, or so that the Portfolio may receive a competitive return on its
uninvested cash. The Portfolio may only invest in debt securities of U.S.
issuers. Corporate debt securities in which the Portfolio may invest will have
a rating within the four highest grades as determined by Moody's or S&P. In the
event that ratings decline after the Portfolio's investment in securities, the
Sub-Adviser will consider all such factors as it deems relevant to the
advisability of retaining such securities. (See Appendix A for a description of
debt securities ratings.)
The Portfolio may invest up to 10% of its total assets in money market funds,
within limits imposed by the 1940 Act upon investment by the Portfolio in other
investment companies. If the forecasting models predict a decline in the stock
market, the Sub-Adviser will reduce equity exposure which will increase the
Portfolio's cash position, including investment in money market funds.
The Portfolio may also invest in zero coupon bonds, "strips" and convertible
securities.
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/diamonds/
/diamond/ STRATEGIC TOTAL RETURN PORTFOLIO
The Strategic Total Return Portfolio seeks to achieve its investment objective
by investing primarily in a blend of equity and fixed-income securities,
including common stocks, income producing securities convertible into common
stocks, and fixed-income securities. The Portfolio will primarily invest in
equity and debt securities of companies with established operating histories
and strong fundamental characteristics. The Portfolio seeks to achieve an
income yield in excess of the dividend income yield of the S&P 500 primarily by
utilizing both equity and fixed-income securities. It is anticipated that
approximately 25% of the Portfolio's assets will be invested in fixed-income
securities, some of which may be convertible into common stocks.
In selecting securities for the Portfolio, the Sub-Adviser typically seeks
companies which exhibit strong fundamental characteristics and considers
fundamental factors such as cash flow generation, earnings and dividend growth
record and outlook, balance sheet quality, and profitability levels. However,
the Sub-Adviser may select securities based on factors other than those
described above.
The Portfolio does not presently intend to invest more than 20% of its total
assets in equity securities which do not pay a dividend. It is anticipated that
a majority of the equity securities in which the Portfolio invests will be
listed on a national securities exchange or traded on NASDAQ or in the U.S. OTC
markets.
The Portfolio may increase its cash position when the Sub-Adviser determines
that investment opportunities with desirable risk/reward characteristics are
unavailable.
The Portfolio may invest up to 10% of its total assets in foreign securities
not publicly traded in the United States. In addition, the Portfolio may invest
in ADRs.
The Portfolio may also invest in U.S. and foreign government securities,
corporate bonds and debentures, high-grade commercial paper (rated Prime-1 by
Moody's or A-1 by S&P), preferred stocks, certificates of deposit or other
securities of U.S. issuers when the Sub-Adviser perceives attractive
opportunities from such securities, or so that the Portfolio may receive a
competitive return on its uninvested cash. The Portfolio may invest in debt
securities of U.S. and foreign issuers. The Portfolio may invest up to 15% of
its net assets in illiquid securities.
Corporate debt securities in which the Portfolio invests will generally have a
rating within the four highest grades as determined by Moody's or S&P. (See
Appendix A for a description of debt securities ratings.)
/diamonds/
/diamond/ REAL ESTATE SECURITIES PORTFOLIO
(NOT AVAILABLE UNDER THE ASSET ACCUMULATOR GROUP ANNUITY)
The Real Estate Securities Portfolio seeks to achieve its investment objective
by investing primarily in the equity securities of real estate companies.
Equity securities include common stock, preferred stock and securities
convertible into common stock.
The Portfolio, under normal conditions, will invest at least 65% of its total
assets in the equity securities of real estate companies and may invest the
balance of its total assets in other securities. Other securities include,
among others, debt obligations and equity securities of companies that are not
real estate companies.
A company is considered to be a real estate company if at least 50% of its
revenues or at least 50% of the market value of its assets is attributable to
the ownership, construction, management or sale of residential, commercial or
industrial real estate. Real estate companies may include, but are not limited
to, equity real estate investment trusts, mortgage real estate investment
trusts, hybrid real estate investment trusts, real estate master limited
partnerships, real estate brokers and developers and real estate operating
companies. (See "Portfolio Securities and Risk Factors - Investments in the
Real Estate Industry and Real Estate Investment Trusts ("REITs")," p. 42.)
The Portfolio seeks to achieve its investment objective primarily through stock
selection. The Sub-Adviser creates a target universe of real estate companies,
primarily consisting of companies contained in the National Association of Real
Estate Investment Trusts (NAREIT) Equity without Healthcare Index. Based on
internal fundamental equity and real estate research, and using a dividend
discount model, the Sub-Adviser ranks these companies within four broad sectors
of the real estate industry from relatively undervalued to overvalued. From
this target universe, the Sub-Adviser selects stocks for the Portfolio based on
a variety of criteria including managerial strength, geographical
diversification, prospects for growth and the company's competitive position.
Generally, the most undervalued 60% of the companies in the universe are
overweighted and the balance are underweighted relative to their respective
index capitalizations. As companies held in the Portfolio become relatively
overvalued, they become candidates for sale.
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The Sub-Adviser uses a disciplined portfolio construction process seeking to
enhance returns and reduce volatility in the market value of the Portfolio
relative to the NAREIT Equity without Healthcare Index. The Sub-Adviser
believes that under normal market conditions the Portfolio will have sector
weightings comparable to those of the NAREIT Equity without Healthcare Index,
although modest over- and underweightings may occur based on the relative
pricing of companies in the target universe.
The Portfolio may invest in debt securities to seek to enhance total return and
for temporary defensive purposes. Debt securities in which the Portfolio may
invest include, but are not limited to, debt securities of real estate and
non-real estate companies; mortgage-backed securities such as mortgage pass
through certificates, real estate mortgage investment conduit ("REMIC")
certificates, and collateralized mortgage obligations ("CMOs"); or short-term
debt investments.
Generally, debt securities in which the Portfolio may invest are investment
grade securities. These are securities rated Baa or better by Moody's, or BBB
or better by Standard and Poor's Ratings Group, or that are unrated but deemed
to be of comparable quality by the Sub-Adviser. The Portfolio may also invest
up to 10% of its total assets in debt securities rated below investment grade.
Such securities are commonly referred to as "junk bonds." These standards must
be satisfied at the time an investment is made. In the event that ratings of
securities decline after the Portfolio's investment in such securities, the
Sub-Adviser will consider all factors it deems relevant to the advisibility of
retaining such securities. In no event will the Portfolio ever invest in a debt
security rated below B by Moody's or by S&P. (See Appendix A for a description
of debt securities ratings.)
The Portfolio may purchase money market investments to invest temporary cash
balances or maintain liquidity to meet withdrawals. In addition, when the
Sub-Adviser judges that a temporary defensive posture is appropriate, the
Portfolio may hold all or a portion of its assets in money market instruments.
As a rule, the Sub-Adviser does not attempt to time the market and as a result,
portfolio cash will generally be below 5% of total portfolio value.
The Portfolio may invest up to 25% of its assets in foreign real estate
companies. The Portfolio may also purchase certain privately placed securities,
enter into repurchase and reverse repurchase agreements, purchase securities on
a when issued or delayed delivery basis, lend its securities and enter into
forward foreign currency exchange contracts. In addition, the Portfolio may use
options on securities and securities indexes, futures contracts and options on
futures contracts. (See "Portfolio Securities and Risk Factors -- Futures
Options and Other Derivatives" p. 39 for more information on these investments
and investment techniques.)
The Portfolio is non-diversified under the Federal securities laws. As a
non-diversified investment company the Portfolio may invest in a smaller number
of individual issuers than a diversified company. To the extent that the
Portfolio is invested in a smaller number of issuers, it will be more
susceptible to events affecting those issuers than it would be if it were more
broadly diversified.
/diamonds/
/diamond/ GROWTH & INCOME PORTFOLIO
The Growth & Income Portfolio seeks to achieve its investment objective by
investing its assets in a diversified portfolio of equity and debt securities
with an emphasis on sector investing. Industry sectors in which the Portfolio
may invest include, but are not limited to, utilities, financial services, real
estate investment trusts, health care, natural resources and energy sectors.
The Portfolio's investment approach is based on the conviction that over the
long-term, the economy will continue to expand and develop and that this
economic growth will be reflected in the growth of the revenues and earnings of
such companies. Sectors which have had historical emphasis in defensive
characteristics are selected for investment.
The Portfolio's stock selection emphasizes those common stocks in each sector
that have good value, attractive yield or dividend growth potential. The common
stocks are selected by the Portfolio's Sub-Adviser on the basis of traditional
research techniques, including assessment of earnings and dividend growth
prospects and of the risk and volatility of the company's industry. However,
other factors, such as product position, market share, or profitability will
also be considered by the Sub-Adviser. While the Portfolio invests primarily in
common stocks, it may invest in other securities such as convertible
securities, preferred stocks, U.S. Government securities, money market
instruments, corporate bonds, notes and warrants.
The Portfolio may invest in the securities of foreign issuers which are freely
traded on U.S. securities exchanges or in the OTC market in the form of ADRs,
as well as securities of foreign issuers that trade on foreign stock exchanges.
The Portfolio will limit its investment in foreign securities not publicly
traded on recognized exchanges to 15% of its total assets.
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The Portfolio may invest in restricted and illiquid securities. Restricted
securities are any securities in which the Portfolio may otherwise invest
pursuant to its investment objective and policies, but which are subject to
restriction on resale under federal securities law. To the extent restricted
securities are deemed to be illiquid, the Portfolio will limit their purchase,
including non-negotiable time deposits, repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities determined by the Fund's Board not be be liquid, up to 15% of its
net assets.
The Portfolio may invest in commercial paper issued in reliance on the
exemption from registration afforded by Section 4(2) of the 1933 Act.
The Portfolio may invest in convertible securities. Convertible securities are
fixed income securities which may be exchanged or converted into a
predetermined number of the issuer's underlying common stock at the option of
the holder during a specified time period.
The Portfolio may invest temporarily in cash, cash items, and short-term
instruments, including notes and commercial paper, for liquidity and during
times of unusual market conditions for defensive purposes (up to 100% of its
assets).
The Portfolio may purchase securities on a when-issued or delayed delivery
basis. The Portfolio will limit purchases of securities on a when-issued or
delayed delivery basis to no more than 10% of the value of its total assets.
The Portfolio may purchase put options on its portfolio securities. These
options will be used as a hedge to attempt to protect securities which the
Portfolio holds against decreases in value. The Portfolio will only purchase
puts which are traded on a recognized exchange.
The Portfolio may also write call options on all or any portion of its
portfolio to generate income for the Portfolio. The Portfolio will write call
options on securities either held in its portfolio or for which it has the
right to obtain without payment of further consideration or for which it has
segregated cash in the amount of any additional consideration. The call options
which the Portfolio writes must be listed on a recognized options exchange.
Although the Portfolio reserves the right to write covered call options on its
entire portfolio, it will not write such options on more than 25% of its total
assets unless a higher limit is authorized by the Fund's Board.
The Portfolio may purchase and sell financial futures contracts to hedge all or
a portion of its portfolio of long- term debt securities against changes in
interest rates.
The Portfolio may also write call options and purchase put options on financial
futures contracts as a hedge to attempt to protect securities in its portfolio
against decreases in value. The Portfolio may not purchase or sell futures or
related options if, immediately thereafter, the sum of the amount of margin
deposits on the Portfolio's existing futures positions and premiums paid for
related options would exceed 5% of the market value of the Portfolio's total
assets.
/diamonds/
/diamond/ BALANCED PORTFOLIO
The Balanced Portfolio seeks to achieve its investment objective by investing
primarily in common stock, convertible securities and fixed-income securities.
The Portfolio may also invest in preferred stocks and interests in REITs. A
minimum of 25% of the Portfolio's assets will always be invested in
non-convertible fixed-income securities.
In seeking current income and growth opportunities, the Portfolio will
primarily select companies with established operating histories and potential
for dividend growth. The Portfolio will seek to achieve income yield in excess
of the dividend income yield of the S&P 500.
The Portfolio does not presently intend to invest more than 20% of its total
assets in equity securities which do not pay a dividend. It is anticipated that
almost all of the equity securities in which the Portfolio invests will be
listed on a national securities exchange or on NASDAQ or will be traded in the
U.S. OTC markets.
The Portfolio seeks to invest its assets primarily in income-producing common
or preferred stock when the Sub-Adviser believes that the relevant market
environment favors profitable investing in those securities.
In selecting equity securities and securities convertible into equity
securities for the Portfolio, the Sub-Adviser typically seeks companies which
exhibit strong fundamental characteristics such as balance sheet quality, cash
flow generation, earnings and dividend growth record and outlook, and
profitability levels. The Sub-Adviser presently intends to consider these and
other fundamental characteristics in determining attractive investment
opportunities. However, the Sub-Adviser may select securities based on factors
other than those described above.
The remainder of the Portfolio will ordinarily be invested in debt obligations,
typically some of which will be convertible into common stock. However, the
Portfolio may
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increase its cash position when the Sub-Adviser determines that investment
opportunities with desirable risk/ reward characteristics are unavailable.
The Portfolio may invest up to 25% of its total assets in securities of foreign
issuers. It is anticipated that most of the Portfolio's investments in
securities of foreign issuers will be ADRs.
The Portfolio may invest in Government securities, corporate bonds and
debentures, high-grade commercial paper (rated Prime-1 by Moody's or A-1 by
S&P), preferred stocks, certificates of deposit or other securities of U.S.
issuers when the Sub-Adviser perceives attractive opportunities from such
securities, or to enable the Portfolio to receive a competitive return on its
uninvested cash. The Portfolio may invest in debt securities of U.S. and
foreign issuers.
Corporate debt securities in which the Portfolio invests will generally have a
rating within the four highest grades as determined by Moody's or S&P. The
Portfolio will not invest in rated securities that, at the time of investment,
are rated below "B" by Moody's or "B" by S&P ("b" in the case of Moody's
preferred stock ratings). If the securities are unrated, the Portfolio will not
invest if they are judged by the Sub-Adviser not to possess investment
qualities at least equivalent to a "B" or "b" rating. (See Appendix A for a
description of debt securities ratings.)
In the event that ratings decline after the Portfolio's investment in such
securities, the Sub-Adviser will consider all factors as it deems relevant to
the advisability of retaining such securities.
The Portfolio may also invest in zero coupon bonds, "strips", illiquid
securities (up to 15% of its net assets) and convertible securities.
/diamonds/
/diamond/ BOND PORTFOLIO
The Bond Portfolio seeks to achieve its investment objective by investing at
least 65%, and usually a higher percentage, of its assets in debt securities
issued by the U.S. Government and its agencies and instrumentalities and in
other medium to high-quality debt securities.
Generally, the Portfolio will invest in debt securities that have a rating
within the three highest grades as determined by Moody's or S&P. The Portfolio
may, however, invest in debt securities within the fourth highest grade as
determined by Moody's or S&P, if the Sub-Adviser determines such investments
meet the Portfolio's investment objective. (See Appendix A for a description of
debt securities ratings.)
An increase in interest rates tends to reduce the market value of fixed income
investments, and a decline in interest rates tends to increase their value. The
Portfolio's performance is, accordingly, quite sensitive to market interest
rate fluctuations. To take advantage of differences in securities prices and
yields, or fluctuations in interest rates, consistent with its investment
objective, the Portfolio may trade for short-term profits.
The Portfolio may invest in debt securities of all types, E.G., bonds,
debentures, notes, trust preferreds equipment lease and trust certificates
(debt securities secured by direct or indirect interest in specified equipment
or equipment leases), mortgage-backed securities, asset-backed securities,
taxable municipal bonds, bond warrants, obligations issued or guaranteed by
supranational issuers or collateralized mortgage obligations ("CMOs"). The
Portfolio may also invest in commercial paper (rated at least Prime-2 by
Moody's or A-2 by S&P).
The Portfolio may also invest in repurchase and reverse repurchase agreements,
illiquid securities (up to 15% of its net assets) when-issued securities (up to
10% of its assets), forward contracts, zero coupon bonds, variable rate bonds,
up to 5% in high-yield bonds, and, up to 25% of its net assets in foreign
securities.
/diamonds/
/diamond/ MONEY MARKET PORTFOLIO
The Money Market Portfolio seeks to maintain a constant net asset value of
$1.00 per share, although there can be no assurance that this will be achieved.
The Portfolio seeks to achieve its investment objective by maintaining a
dollar-weighted average portfolio maturity of not more than 90 days through
investment in U.S. dollar-denominated securities which have effective
maturities of not more than 13 months and which, in accordance with guidelines
adopted by the Fund's Board, are determined to present minimal credit risks.
(See the SAI for a more detailed description of these instruments.) Such
instruments may include:
1. Obligations issued or guaranteed by the U.S. Government and backed by
the full faith and credit of the United States. These securities
include U.S. Treasury securities, obligations of the Government
National Mortgage Association, the Farmers Home Administration and
the Export-Import Bank. The Portfolio may also invest in obligations
issued or guaranteed by U.S. Government agencies or instrumentalities
where the Portfolio must look principally to the issuing or
guaranteeing agency for ultimate
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repayment. Some examples of agencies or instrumentalities issuing
these obligations are the Federal Farm Credit System, the Federal
Home Loan Banks and the Federal National Mortgage Association.
2. Domestic and certain foreign bank obligations including time deposits,
certificates of deposit, bankers' acceptances and other bank
obligations. The Portfolio may invest in high quality U.S.
dollar-denominated obligations of (i) banks, savings and loan
associations and savings banks which have more than $2 billion in
total assets and are organized under U.S. Federal or state law, (ii)
foreign branches of these banks or of foreign banks of equivalent
size (Euros), and (iii) U.S. branches or subsidiaries of foreign
banks of equivalent size (Yankees). The Portfolio may also invest in
obligations of international banking institutions designated or
supported by national governments to promote economic reconstruction,
development or trade between nations (E.G., the European Investment
Bank, the Inter-American Development Bank, or the World Bank). These
obligations may be supported by appropriated but unpaid commitments
of their member countries, and there is no assurance these
commitments will be undertaken or met in the future.
3. Asset-backed securities.
4. Commercial paper, including variable amount master demand notes and
corporate bonds issued by U.S. corporations. The Portfolio may also
invest in bonds and commercial paper of foreign issuers if the
obligation is U.S. dollar-denominated and is not subject to foreign
withholding tax.
5. Repurchase and reverse repurchase agreements.
The Portfolio will limit its investment to securities that present minimum
credit risks, as determined by guidelines adopted by the Fund's Board. In
addition, the Portfolio will limit its investment in the securities of any one
issuer to 5% of its total assets, measured at the time of purchase. (U.S.
Government securities and securities that benefit from certain types of credit
enhancement arrangements are not included in this limitation.) The Portfolio
may invest up to 25% of its total assets in securities of a single issuer if
the securities will not be held for more than three business days.
Also, the Portfolio will not purchase any security (other than a U.S.
Government security) unless (i) it (or a comparable security of the same
issuer) is rated with the highest rating assigned to short-term debt securities
by at least two NRSROs, such as Moody's and S&P, or (ii) it (or a comparable
security of the same issuer) is rated by only one NRSRO, and is rated by that
NRSRO with the highest such rating, or (iii) it is not rated and is determined
to be of comparable quality as determined by the Fund's Board. The Fund's Board
must approve or ratify the acquisition of any unrated security or a security
rated by only one NRSRO.
These standards must be satisfied at the time an investment is made. If the
quality of the investment later declines below the quality required for
purchase, the Portfolio shall dispose of the investment in accordance with
procedures adopted by the Fund's Board, except in certain circumstances where
there is a finding by the Fund's Board that disposing of the investment would
not be in the Portfolio's best interest. (For a description of the NRSRO
ratings, see Appendix A.)
The Portfolio may also invest in securities of a when-issued or delayed
delivery basis and in certain privately-placed securities and repurchase and
reverse repurchase agreements. The Portfolio may invest up to 10% of its net
assets in illiquid securities.
The Portfolio may invest up to 10% of its total assets, calculated at the time
of purchase, in the securities of money market funds, which are investment
companies. The Portfolio may not invest (i) more than 5% of its total assets in
the securities of any one investment company or (ii) in more than 3% of the
voting securities of any other investment company. The Portfolio will
indirectly bear its proportionate share of any investment advisory fees and
expenses paid by the money market funds in which it invests, in addition to the
Portfolio's own investment advisory fee and expenses paid.
The Portfolio operates under a rule of the SEC that permits it, subject to
certain conditions, to use the amortized cost method of valuing its shares.
(See the SAI for a description of these conditions.)
/diamonds/
OTHER INVESTMENT POLICIES AND RESTRICTIONS
The Portfolios are subject to certain other investment policies and
restrictions which are described in the SAI for the Fund. Unless otherwise
noted, the investment policies, techniques, and percentage restrictions
described below are non-fundamental and may be changed by the Fund's Board
without Policyowner approval.
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Unless otherwise stated, each of the following policies applies to all of the
Portfolios. In addition, unless otherwise stated below, the percentage
limitations included in these policies and elsewhere in this Prospectus apply
only at the time of purchase of the security.
/diamond/ CASH POSITION
A Portfolio may, at times, choose to hold some portion of its net assets in
cash, or to invest that cash in a variety of debt securities. This may be done
as a defensive measure at times when desirable risk/reward characteristics are
not available in stocks or to earn income from otherwise uninvested cash. When
a Portfolio increases its cash or debt investment position, its income may
increase while its ability to participate in stock market advances or declines
decreases.
/diamond/ DIVERSIFICATION AND CONCENTRATION
The 1940 Act classifies investment companies as either diversified or
non-diversified.
Diversification is the practice of spreading a portfolio's assets over a number
of investments, investment types, industries or countries to reduce risk. A
non-diversified portfolio has the ability to take larger positions in fewer
issuers. Because the appreciation or depreciation of a single security may have
a greater impact on the net asset value of a non-diversified portfolio, its
share price can be expected to fluctuate more than a comparable portfolio.
All of the Portfolios (except the Third Avenue Value Portfolio and the Real
Estate Securities Portfolio) qualify as diversified funds under the 1940 Act.
The diversified Portfolios are subject to the following diversification
requirements (which are set forth in full in the SAI):
/diamond/ As a fundamental policy, with respect to 75% of the total assets of a
Portfolio, the Portfolio may not own more than 10% of the outstanding
voting shares of any issuer (other than U.S. Government securities) as
defined in the 1940 Act and, with respect to some Portfolios, in other
types of cash items.
/diamond/ As a fundamental policy, with respect to 75% of the total assets of a
Portfolio, the Portfolio will not purchase a security of any issuer if
such purchase would cause the Portfolio's holdings of that issuer to
amount to more than 5% of the Portfolio's total assets.
/diamond/ As a fundamental policy governing concentration, no Portfolio will
invest more than 25% of its assets in any one particular industry,
other than U.S. Government securities.
The Third Avenue Value Portfolio and the Real Estate Securities Portfolio each
reserves the right to become a diversified investment company (as defined by
the 1940 Act).
The Third Avenue Value Portfolio and the Real Estate Securities Portfolio each
may invest a substantial amount of their respective assets in securities of a
small number of issuers. However, the Third Avenue Value Portfolio does not
expect to do so unless its Sub-Adviser sees the potential for substantial
capital appreciation in such investments. The Real Estate Securities Portfolio
intends to concentrate 25% or more of its investments in companies operating in
the real estate industry. These Portfolios intend to take advantage of the
flexibility of their non-diversification policy by investing more than 5% of
their respective total assets in the securities of one issuer.
To the extent that each of the Third Avenue Value Portfolio and the Real Estate
Securities Portfolio makes such single large investments, it increases its
exposure to credit and/or market risks, and to the profit potential, associated
with a single issuer. Both profit potential and risk are greater in a
non-diversified portfolio than in a diversified portfolio.
/diamond/ PORTFOLIO TURNOVER
A portfolio turnover rate is, in general, the percentage calculated by taking
the lesser of purchases or sales of portfolio securities (excluding certain
short-term securities) for a year and dividing it by the monthly average of the
market value of such securities during the year. (See "Financial Highlights"
for each Portfolio on pp. 1-9 for more information on historical turnover
rates.) The Third Avenue Value Portfolio's investment policies and objective,
which emphasizes long-term holdings, should tend to keep the number of
portfolio transactions relatively low. Because of this, the Third Avenue Value
Portfolio does not expect its annual portfolio turnover rate to exceed 50%. The
Real Estate Securities Portfolio does not expect its annual portfolio turnover
rate to exceed 100%.
Changes in security holdings are made by a Portfolio's Sub-Adviser when it is
deemed necessary. Such changes may result from: liquidity needs; securities
having reached a price or yield objective; anticipated changes in interest
rates or the credit standing of an issuer; or developments not foreseen at the
time of the investment decision.
A Sub-Adviser may engage in a significant number of short-term transactions if
such investing serves a Portfolio's objective. The rate of portfolio turnover
will not be a limiting factor when such short-term investing is considered
appropriate.
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Increased turnover results in higher brokerage costs or mark-up charges for a
Portfolio; these charges are ultimately borne by the Policyowners. (See the SAI
for further discussion of portfolio turnover.)
/diamond/ BORROWING
Each Portfolio may borrow money from banks for temporary or emergency purposes.
As a fundamental policy, the amount borrowed shall not exceed 331/3% of total
assets for the Global Sector, the International Equity, the U.S. Equity, the
Aggressive Growth and the Real Estate Securities Portfolios; 10% of total
assets for the Value Equity Portfolio; 5% of total assets for the Third Avenue
Value Portfolio; and 25% of total assets for all other Portfolios. (The Growth
& Income Portfolio does not presently intend to borrow.)
To secure borrowings, a Portfolio may not mortgage or pledge its securities in
amounts that exceed 15% of its net assets (10% for the Value Equity Portfolio
and 5% for the Third Avenue Value Portfolio). (See the SAI for any exceptions
to this limitation.)
The Portfolios with a common Sub-Adviser may also borrow (or lend) money to
other portfolios or funds that permit such transactions and are also advised by
that Sub-Adviser, provided each Portfolio or fund seeks and obtains permission
from the SEC. There is no assurance that such permission would be granted.
The Aggressive Growth Portfolio may borrow for investment purposes - this is
called "leveraging." The Portfolio may borrow only from banks, not from other
investment companies. There are risks associated with leveraging:
/diamond/ If a Portfolio's asset coverage drops below 300% of borrowings, the
Portfolio may be required to sell securities within three days to
reduce its debt and restore the 300% coverage, even though it may be
disadvantageous to do so.
/diamond/ Leveraging may exaggerate the effect on net asset value of any
increase or decease in the market value of a Portfolio's securities.
/diamond/ Money borrowed for leveraging will be subject to interest costs. In
certain cases, interest costs may exceed the return received on the
securities purchased.
/diamond/ A Portfolio may be required to maintain minimum average balances in
connection with borrowing or to pay a commitment or other fee to
maintain a line of credit. Either of these requirements would increase
the cost of borrowing over the stated interest rate.
State laws and regulations may impose additional limitations on borrowings. See
the SAI for further information on borrowing.
/diamond/ LENDING
Each Portfolio may lend securities to broker-dealers and financial institutions
to realize additional income. As a fundamental policy, the Growth & Income,
Third Avenue Value, Global Sector and Real Estate Securities Portfolios will
not lend securities or other assets, if as a result, more than 331/3% of total
assets would be lent to other parties; the International Equity Portfolio and
the U.S. Equity Portfolio may lend up to 30% of total assets; and all other
Portfolios (except the Aggressive Growth Portfolio) may lend up to 25% of total
assets.
The Aggressive Growth Portfolio may not make loans to others, except through
buying qualified debt obligations, lending Portfolio securities or entering
into repurchase agreements. The Aggressive Growth Portfolio will not lend
securities or other assets if, as a result, more than 20% of its total assets
would be lent to other parties.
If the borrower of a security defaults, a Portfolio may be delayed or prevented
from recovering collateral, or may be otherwise required to cover a transaction
in the security loaned.
If portfolio securities are loaned, collateral values must be continuously
maintained at no less than 100% by pricing both the securities loaned and the
collateral daily.
If a material event is to be voted upon affecting a Portfolio's investment in
securities which are on loan, the Portfolio will take such actions as may be
appropriate in order to vote its shares.
The Growth, Bond, Global, International Equity, Emerging Growth and Strategic
Total Return Portfolios may also lend (or borrow) money to other portfolios or
funds that are managed by their respective Sub-Adviser provided each Portfolio
seeks and obtains permission from the SEC.
For more information about Portfolio lending, see the SAI.
/diamond/ SHORT SALES
Each Portfolio may sell securities "short against the box." A short sale is the
sale of a security that the Portfolio does not own. A short sale is "against
the box" if at all times when the short position is open, the Portfolio 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.
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/diamond/ OTHER INVESTMENT COMPANIES
Certain Portfolios may invest up to 10% of their total assets, calculated at
the time of purchase, in the securities of money market funds, which are
investment companies. The Portfolios may not invest (i) more than 5% of their
total assets in the securities of any one investment company or (ii) in more
than 3% of the voting securities of any other investment company. (Investments
by the International Equity and U.S. Equity Portfolios in the GEI Short-Term
Investment Trust, as described on p. 36 under "Portfolio Securities and Risk
Factors - Money Market Instruments," are not considered an investment in
another investment company for purposes of these limitations.) A Portfolio will
indirectly bear its proportionate share of any investment advisory fees and
expenses paid by the funds in which it invests, in addition to the investment
advisory fee and expenses paid by the Portfolio. However, if the Growth or
Global Portfolio invests in a Janus money market fund, Janus Capital will remit
to such Portfolio the fees it receives from the Janus money market fund to the
extent such fees are based on the Portfolio's assets.
/diamond/ SPECIAL SITUATIONS
Each Portfolio may invest in "special situations" from time to time. A special
situation arises when, in the opinion of its Sub-Adviser, the securities of a
particular issuer will be recognized and appreciate in value due to a specific
development with respect to that issuer. Developments creating a special
situation might include, among others, a new product or process, a management
change, a technological breakthrough, or other extraordinary corporate event,
or differences in market supply and demand for the security.
Investment in special situations may carry an additional risk of loss in the
event that the anticipated development does not occur or does not attract the
expected attention. The impact of this strategy on a Portfolio will depend on a
Portfolio's size and the extent of the holdings of the special situation issuer
relative to its total assets.
PORTFOLIO SECURITIES AND RISK FACTORS
This section provides a more detailed description of some of the types of
securities and other instruments in which a Portfolio may invest. A Portfolio
may invest in these instruments to the extent permitted by its investment
objective, policies, and restrictions. Not all of these instruments are used by
each Portfolio. A Portfolio is not limited by this discussion and may invest in
other types of instruments not precluded by the policies discussed above. (See
"Portfolio Policies and Techniques," pp. 15-30, and the SAI for more
information regarding a Portfolio's investment objective and its policies, that
include limitations imposed on certain investments.)
/diamond/ EQUITY SECURITIES
Equity securities include common stocks, preferred stocks and securities
convertible into common stocks, such as rights, warrants and convertible debt
securities. Equity securities may also include certain equity-indexed
securities, the value of which is linked to a securities index (E.G., the S&P
500).
/diamond/ COMMON STOCK represents the basic ownership of a corporation. Common
stocks historically have provided the greatest long-term growth
potential in a company, but future results are not guaranteed. Owners
of common stock share directly in the success or failure of the
business.
/diamond/ PREFERRED STOCK ranks senior to common stock and, depending upon the
type of preferred stock and the nature of the issuer, has certain
fixed-income features (which may include direct or indirect dividend
redemption value guarantees). Preferred stockholders receive dividends
before they are distributed to the common stockholders.
/diamond/ RISK FACTORS
The price of any equity security rises and falls. Common stocks
generally represent the riskiest investment in a company. It is
possible that investors may lose their entire investment.
In addition to the risk associated with individual equity securities, an
equity-indexed security carries overall market risk and the risk of
fluctuation inherent in the indexed security as distinguished from the
securities comprising the applicable index.
Any equity security also presents the risks inherent in the particular
industry of the issuer of the equity security. Certain of these
sectors, and the risks presented by such sectors, are described below.
/diamond/ GOLD STOCK AND GOLD BULLION - Gold stocks are equity securities
involved in the exploration, mining, processing, or dealing or
investing in gold. Investments in gold bullion involve the purchase of
bars or ingots of the precious metal.
/diamond/ RISK FACTORS
Due to monetary and political policies on a national and international
level, the price of gold
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is subject to substantial fluctuations, which will have an effect on
the profitability of issuers of gold stocks and the market value of
their securities.
Changes in the political or economic climate for the two largest gold
producers - South Africa and the Commonwealth of Independent States
(the former Soviet Union) - may have a direct impact on the price of
gold worldwide.
A Portfolio's investments in gold bullion will earn no income return.
Appreciation in the market price of gold is the sole manner in which a
Portfolio would be able to realize gains on such investments.
Furthermore, a Portfolio may encounter storage and transaction costs
in connection with their ownership of gold bullion that may be higher
than those associated with the purchase, holding and disposition of
more traditional types of investments.
/diamond/ HEALTH CARE - Health care stocks are equity securities of companies
primarily engaged in the design, manufacture, or sale of products or
services used for, or in connection with, health care or medicine.
/diamond/ RISK FACTORS
Securities in the health care sector are subject to price fluctuations
based on industry changes, changes in a company's financial condition
and on overall market and economic conditions. Smaller companies are
especially sensitive to these factors.
/diamond/ FINANCIAL SERVICES - Financial services investing includes equity
securities of companies that provide financial services to consumers
and industry. A company is principally engaged in the industry if it
derives more than 15% of revenues or profits from brokerage or
investment management activities.
/diamond/ RISK FACTORS
Companies in the financial services industry are subject to various
risks related to that industry, such as government regulation, changes
in interest rates, and exposure on loans, including loans to foreign
borrowers. The performance of equity securities of this industry may
be affected by the conditions that affect this industry.
/diamond/ UTILITIES - Utility stocks are equity and debt securities of utility
companies that produce, transmit, or distribute gas and electric
energy as well as those companies that provide communications
facilities such as telephone and telegraph companies.
/diamond/ RISK FACTORS
Risks associated with the utility industry include difficulty in earning
adequate returns on investments despite frequent rate increases,
restriction on operation and increased costs and delays due to
government regulations, building or construction delays, environmental
regulations, difficulty of the capital markets in absorbing utility
debt and equity securities, and difficulties in obtaining fuel at
reasonable prices.
/diamond/ ENERGY - Energy stocks are equity securities of companies in the
energy service field, including those that provide services and
equipment to the conventional areas of oil, gas, electricity and coal,
and newer sources of energy such as nuclear, geothermal, oil shale and
solar power.
/diamond/ RISK FACTORS
Risks associated with the energy industry include difficulty in adequate
returns due to increased costs and delays due to government
regulations, building or construction delays, and environmental
regulations.
/diamond/ NATURAL RESOURCES - Natural resource stocks are equity securities of
domestic and foreign companies with substantial natural resource
assets. Natural resource assets are materials derived from natural
sources which have economic value. Examples of natural resource assets
include precious metals (E.G., gold, silver and platinum), ferrous and
nonferrous metals (E.G., iron, steel, aluminum and copper), strategic
metals (E.G., uranium and titanium), hydrocarbons (E.G., coal, oil and
natural gas), timber land, undeveloped real property and agricultural
commodities.
/diamond/ RISK FACTORS
During periods of economic or financial instability, the securities of
such companies are subject to extreme price fluctuations, reflecting
the high volatility of certain natural resources, such as precious
metals, during these periods. In addition, the instability of prices
of these natural resources
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may result in volatile earnings of related companies, which in turn,
may affect adversely the financial condition of such companies.
/diamond/ SMALL CAPITALIZATION COMPANIES
A Portfolio may invest in equity securities issued by small capitalization
("small-cap") companies. For these purposes, a Sub-Adviser may define small-cap
companies differently. Generally a small-cap company will have market
capitalizations of $1 billion or less. A Portfolio's investments in small
capitalization stocks may include companies that have limited operating
histories, product lines, and financial and managerial resources. These
companies may be subject to intense competition from larger companies, and
their stocks may be subject to more abrupt or erratic market movements than the
stocks of larger, more established companies. Due to these and other factors,
small-cap companies may suffer significant losses as well as realize
substantial growth. (See each Portfolio's discussion of small-cap companies
under the section "The Portfolios In Detail - Portfolio Policies and
Techniques," pp. 15-30.)
/diamond/ DEBT SECURITIES AND FIXED-INCOME INVESTING
Debt securities include securities such as corporate bonds and debentures;
commercial paper; trust preferred, debt securities issued by the U.S.
Government, its agencies and instrumentalities; or foreign governments;
asset-backed securities; CMOs; zero coupon bonds; floating rate, inverse
floating rate and index obligations; "strips"; pay-in-kind and step securities.
Fixed-income investing is the purchase of a debt security that maintains a
level of income that does not change. For instance, bonds paying interest at a
specified rate that does not change are fixed-income securities. When a debt
security is purchased, the Portfolio owns "debt" and becomes a creditor to the
company or government.
Fixed-income securities generally include short- and long-term government,
corporate and municipal obligations that pay a specified rate of interest or
coupons for a specified period of time, or preferred stock, which pays fixed
dividends. Coupon and dividend rates may be fixed for the life of the issue or,
in the case of adjustable and floating rate securities, for a shorter period of
time. A Portfolio may vary the average maturity of its portfolio of debt
securities based on the Sub-Adviser's analysis of interest rate trends and
factors.
Bonds rated Baa by Moody's or BBB by S&P are considered medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security for such bonds 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. (See "Portfolio Securities and Risk Factors - High
Yield/High-Risk Securities" on p. 42 for a discussion of "junk bonds." See
Appendix A for a description of debt securities ratings.)
/diamond/ RISK FACTORS
Investments in debt securities are generally subject to both credit risk and
market risk. Credit risk relates to the ability of the issuer to meet interest
or principal payments, or both, as they come due. Market risk relates to the
fact that the market values of the debt securities in which the Portfolio
invests generally will be affected by changes in the level of interest rates.
An increase in interest rates will tend to reduce the market value of debt
securities, whereas a decline in interest rates will tend to increase their
value.
Generally, shorter term securities are less sensitive to interest rate changes,
but longer term securities offer higher yields. The Portfolio's share price and
yield will also depend, in part, on the quality of its investments in debt
securities.
Such securities may be affected by changes in the creditworthiness of the
issuer of the security. The extent that such changes are reflected in the
Portfolio's share price will depend upon the extent of the Portfolio's
investment in such securities.
/diamond/ CONVERTIBLE SECURITIES
Convertible securities include a spectrum of securities which can be exchanged
for or converted into common stock. Convertible securities may include, but are
not limited to: convertible bonds or debentures; convertible preferred stock;
units consisting of usable bonds and warrants; or securities which cap or
otherwise limit returns to the convertible security holder, such as DECS -
(Dividend Enhanced Convertible Stock, or Debt Exchangeable for Common Stock
when issued as a debt security), LYONS - (Liquid Yield Option Notes, which are
corporate bonds that are purchased at prices below par with no coupons and are
convertible into stock), PERCS - (Preferred Equity Redeemable Stock, an equity
issue that pays a high cash dividend, has a cap price and mandatory conversion
to common stock at maturity) and PRIDES - (Preferred Redeemable Increased
Dividend
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Securities, which are essentially the same as DECS; the difference is little
more than who initially underwrites the issue).
Convertible securities are often rated below investment grade or not rated
because they fall below debt obligations and just above common equity in order
of preference or priority on the issurer's balance sheet, hence, an issuer with
investment grade senior debt may issue convertible securities with ratings less
than investment grade or not rated. A Portfolio does not limit convertible
securities by rating, and there is no minimal acceptance rating for a
convertible security to be purchased or held by a Portfolio. Therefore, a
Portfolio may invest in convertible securities irrespective of their ratings.
This could result in a Portfolio purchasing and holding, without limit,
convertible securities rated below investment grade by an NRSRO or in a
Portfolio holding such securities where they have acquired a rating below
investment grade after purchase.
/diamond/ RISK FACTORS
As with all debt securities, the market value of convertible debt securities
tends to decline as interest rates increase and, conversely, to increase as
interest rates decline.
Convertible securities generally offer lower interest or dividend yields than
non-convertible securities of similar quality. However, when the market price
of the common stock underlying a convertible security exceeds the conversion
price, the price of the convertible security tends to reflect the value of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security tends to trade increasingly on a yield
basis, and thus may not depreciate to the same extent as the underlying common
stock.
/diamond/ REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
A repurchase agreement involves the purchase of a security by a Portfolio and a
simultaneous agreement (generally from a bank or broker-dealer) to repurchase
that security back from the Portfolio at a specified price and date upon
demand. This technique offers a method of earning income on idle cash. The
repurchase agreement is effectively secured by the value of the underlying
security. Repurchase agreements not terminable within seven days are considered
illiquid securities.
A Portfolio invests in a reverse repurchase agreement when it sells a portfolio
security to another party, such as a bank or broker-dealer, in return for cash,
and agrees to buy the security back at a future date and price. Reverse
repurchase agreements may be used to provide cash to satisfy unusually heavy
redemption requests or for other temporary or emergency purposes without the
necessity of selling portfolio securities or to earn additional income on
portfolio securities such as U.S. Treasury bills and notes. While a reverse
repurchase agreement is outstanding, a Portfolio will segregate with its
custodian cash and other liquid assets to cover its obligation under the
agreement. Reverse repurchase agreements are considered a form of borrowing by
the Portfolio for purposes of the 1940 Act.
/diamond/ RISK FACTORS
Repurchase agreements involve the risk that the seller will fail to repurchase
the security, as agreed. In that case, a Portfolio will bear the risk of market
value fluctuations until the security can be sold and may encounter delays and
incur costs in liquidating the security. In the event of bankruptcy or
insolvency of the seller, delays and costs are incurred.
Reverse repurchase agreements may expose a Portfolio to greater fluctuations in
the value of its assets.
/diamond/ MONEY MARKET INSTRUMENTS
Except as described below with respect to the International Equity and U.S.
Equity Portfolios, a Portfolio, other than the Money Market Portfolio, may
invest in the following types of money market instruments: U.S. Government
securities; obligations issued or guaranteed by foreign governments or by any
of their political subdivisions, authorities, agencies or instrumentalities;
bank obligations (including certificates of deposit, time deposits and bankers'
acceptances of foreign or domestic banks, domestic savings and loan
associations and other banking institutions); commercial paper; and repurchase
agreements.
The International Equity and U.S. Equity Portfolios may also invest in the GEI
Short-Term Investment Fund (the "Investment Fund"), a private investment fund
created specifically to serve as a vehicle for the collective investment of
cash balances of these Portfolios and other accounts advised by GEIM or its
affiliate, General Electric Investment Corporation ("GEIC"). The Investment
Fund is not registered with the SEC as an investment company. The Investment
Fund invests exclusively in the money market instruments described in (i)
through (vii) below. The Investment Fund is advised by GEIM. No advisory fee is
charged by GEIM to the Investment Fund, nor will a Portfolio incur any sales
charge, redemption fee, distribution fee or service fee in connection with its
investments in the Investment Fund. The International Equity and U.S. Equity
Portfolios may each invest up to 25% of
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its assets in the Investment Fund. The types of money market instruments in
which the International Equity and U.S. Equity Portfolios may invest directly or
indirectly through their investment in the Investment Fund are as follows: (i)
securities issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities; (ii) debt obligations of banks, savings and loan
institutions, insurance companies and mortgage bankers; (iii) commercial paper
and notes, including those with variable and floating rates of interest; (iv)
debt obligations of foreign branches of U.S. banks, U.S. branches of foreign
banks and foreign branches of foreign banks; (v) debt obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, including obligations of
supranational entities; (vi) debt securities issued by foreign issuers; and
(vii) repurchase agreements.
/diamond/ U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations issued or guaranteed by the U.S.
Government or by its agencies or instrumentalities. Obligations of certain
agencies and instrumentalities of the U.S. Government, such as those of the
Government National Mortgage Association ("GNMA"), are supported by the "full
faith and credit" of the U.S. Government; others, such as those of the
Export-Import Bank of the U.S., are supported by the right of the issuer to
borrow from the U.S. Treasury; others, such as those of the Federal National
Mortgage Association ("FNMA"), are supported by the discretionary authority of
the U.S. Government to purchase the agency's obligations; and still others,
such as those of the Student Loan Marketing Association, are supported only by
the credit of the instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government-sponsored
instrumentalities if it is not obligated to do so by law.
/diamond/ RISK FACTORS
Investors should be aware that the value of the U.S. Government securities held
by a Portfolio will fluctuate with changes in interest rates, with a decrease
in interest rates generally resulting in an increase in the value of the
securities and an increase in interest rates having the opposite effect.
In addition, certain obligations, such as long-term obligations issued by the
GNMA and the FNMA, represent ownership interest in pools of mortgages that may
be subject to significant unscheduled prepayments as a result of a drop in
mortgage interest rates. Because these prepayments must be reinvested, possibly
in pools including mortgages bearing lower interest rates, these obligations
may have less potential for capital appreciation during periods of declining
interest rates than other investments of comparable maturity. They have a
comparable risk of decline during periods of rising interest rates.
/diamond/ BANK OBLIGATIONS
Subject to its investment policy, a Portfolio may invest in bank obligations
such as CDs or time deposits. Such investments involve the risks that an
investment in the banking industry may entail.
/diamond/ RISK FACTORS
Banks are subject to extensive governmental regulations which may limit both
the amount and types of loans and other financial commitments which may be made
and interest rates and fees which may be charged.
The profitability of this industry is largely dependent upon the availability
and cost of capital funds for the purpose of financing lending operations under
prevailing money market conditions. Also, general economic conditions play an
important part in the operations of this industry.
Exposure to credit losses arising from possible financial difficulties of
borrowers might affect a bank's ability to meet its obligations.
/diamond/ FOREIGN BANK OBLIGATIONS
A Portfolio may invest in foreign bank obligations and obligations of foreign
branches of domestic banks. These investments prevent certain risks.
/diamond/ RISK FACTORS
Risks include the impact of future political and economic developments, the
possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign deposits, the possible establishment of
exchange controls and/or the addition of other foreign governmental
restrictions that might adversely affect the payment of principal and interest
on these obligations.
In addition, there may be less publicly available and reliable information
about a foreign bank than about domestic banks owing to different accounting,
auditing, reporting and recordkeeping standards.
/diamond/ FOREIGN SECURITIES
Foreign securities include equity and debt securities of foreign issuers. Each
Portfolio may invest in foreign securities subject to its investment
limitations.
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In addition to direct foreign investment, many of the Portfolios may invest in
foreign securities through ADRs or ADSs, which are dollar-denominated receipts
issued by domestic banks or securities firms. ADRs and ADSs are publicly traded
on U.S. exchanges, and may not involve the same risks as securities denominated
in foreign currency.
Some Portfolios may also indirectly invest in foreign securities through EDRs,
which are typically issued by European banks; in GDRs, which may be issued by
domestic or foreign banks; and in other types of receipts evidencing ownership
of foreign securities.
/diamond/ RISK FACTORS
For U.S. investors, the returns on foreign securities are influenced not only
by the returns on the foreign investments themselves, but also by several risks
which include:
/diamond/ CURRENCY RISK. Changes in the value of the currencies in which the
securities are denominated relative to the U.S. dollar may affect the
value of foreign securities and the value of their dividend or
interest payments and, therefore, a Portfolio's share price and
returns.
Generally, in a period when the U.S. dollar commonly rises against foreign
currencies, the return on foreign securities for a U.S. investor are
diminished. By contrast, in a period when the U.S. dollar generally
declines, the returns on foreign securities generally are enhanced.
Exchange rates are affected by numerous factors, including relative interest
rates, balances of trade, levels of foreign investment and manipulation by
central banks. The foreign currency market is essentially unregulated and
can be subject to speculative trading. From time to time, many countries
impose exchange controls which limit or prohibit trading in certain
currencies.
ADRs and ADSs do not involve the same direct currency and liquidity risks as
securities denominated in foreign currencies. However, the value of the
currency in which the foreign security represented by the ADR or ADS is
denominated may affect the value of the ADR or ADS.
To the extent that a Portfolio invests in foreign securities denominated in
foreign currencies, its share price reflects the price movements both of
its securities and of the currencies in which they are denominated. The
share price of a Portfolio that invests in both U.S. and foreign
securities may have a low correlation with movements in the U.S. markets.
If most of the securities in a Portfolio are denominated in foreign
currencies or depend on the value of foreign currencies, the relative
strength of the U.S. dollar against those foreign currencies may be an
important factor in the Portfolio's performance.
/diamond/ CURRENCY TRADING COSTS. A Portfolio incurs costs in converting foreign
currencies into U.S. dollars, and vice versa.
/diamond/ DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies are
generally subject to tax laws and to accounting, auditing and
financial reporting standards, practices and requirements different
from those that apply in the U.S.
/diamond/ LESS INFORMATION AVAILABLE. There is generally less public information
available about foreign companies.
/diamond/ MORE DIFFICULT BUSINESS NEGOTIATIONS. A Portfolio may find it
difficult to enforce obligations in foreign countries or to negotiate
favorable brokerage commission rates.
/diamond/ REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are
less liquid and their prices more volatile, than securities of
comparable U.S. companies.
/diamond/ SETTLEMENT DELAYS. Settling foreign securities may take longer than
settlements in the U.S.
/diamond/ HIGHER CUSTODY CHARGES. Custodianship of shares may cost more for
foreign securities than it does for U.S. securities.
/diamond/ ASSET VULNERABILITY. In some foreign countries, there is a risk of
direct seizure or appropriation through taxation of assets of a
Portfolio. Certain countries may also impose limits on the removal of
securities or other assets of a Portfolio. Interest, dividends and
capital gains on foreign securities held by a Portfolio may be subject
to foreign withholding taxes.
/diamond/ POLITICAL INSTABILITY. In some countries, political instability, war
or diplomatic developments could affect investments.
These risks may be greater in developing countries or in countries with limited
or developing markets. Securities prices in developing countries can be
significantly more volatile than in developed countries, reflecting the greater
uncertainties of investing in less developed markets and economies. In
particular, developing countries may have relatively unstable governments.
These governments may nationalize businesses, expropriate private property,
engage in confiscatory taxation or, in certain instances, revert to closed
market, centrally planned economies. Such countries may also have restrictions
on foreign ownership or prohibitions on the
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repatriation of assets, and may have less protection of property rights than
developed countries.
The economies of developing countries may be predominately based on only a few
industries or dependent on revenues from particular commodities or on
international aid or development assistance. These economies may be highly
vulnerable to changes in local or global trade conditions, and may suffer from
extreme and volatile debt burdens or inflation risks. In addition, securities
markets in developing countries typically handle a small number of securities
transactions and may be unable to respond effectively to sudden changes in
trading volume. As a result such markets may lack liquidity and securities
traded on those markets may be more volatile. Also, securities markets in
developing countries typically offer less regulatory protection for investors.
At times, a Portfolio's foreign securities may be listed on exchanges or traded
in markets which are open on days (such as Saturday) when the Portfolio does
not compute a price or accept orders for purchase, sale or exchange of shares.
As a result, the net asset value of the Portfolio may be significantly affected
by trading on days when Policyowners cannot make transactions.
ADRS AND ADSS are subject to some of the same risks as direct investments in
foreign securities, including the currency risk discussed above. The regulatory
requirements with respect to ADRs and ADSs that are issued in sponsored and
unsponsored programs are generally similar but the issuers of unsponsored ADRs
and ADSs are not obligated to disclose material information in the U.S., and,
therefore, such information may not be reflected in the market value of the
ADRs and ADSs.
/diamond/ ILLIQUID SECURITIES
Securities are considered illiquid because of the absence of a readily
available market or due to legal or contractual restrictions on resale.
However, certain restricted securities that are not registered for sale to the
general public but that can be sold to institutional investors ("Rule 144A
Securities") may not be considered illiquid, provided that a dealer or
institutional trading market exists. The institutional trading market is
relatively new and liquidity of a Portfolio's investments could be impaired if
such trading does not further develop or declines. The Sub-Advisers will
determine the liquidity of Rule 144A Securities under guidelines approved by
the Fund's Board. (See the SAI for a description of these guidelines.)
/diamond/ RISK FACTORS
Investments in illiquid securities involve certain risks to the extent that a
Portfolio may be unable to dispose of such securities at the time desired or at
a reasonable price. In addition, in order to resell a restricted security, the
Portfolio might have to bear the expense and incur the delays associated with
effecting a registration required in order to qualify for resale.
/diamond/ FUTURES, OPTIONS AND OTHER
DERIVATIVES
Instruments commonly called "derivatives" include options on securities or
foreign currency futures contracts, options on futures contracts, forward
contracts, interest rate swaps, caps and floors, stock index futures and
options on stock index futures. These instruments are commonly called
derivatives because their price is derived from an underlying index, security
or other measure of value.
A Portfolio may engage in futures contracts and options. The Portfolios intend
to use such derivatives primarily for bona fide hedging purposes, which seeks
to help protect portfolio positions against market, interest rate or currency
fluctuations, to equitize a cash position, for duration management, or to help
reduce the risk inherent in the management of the portfolio involved. If used
for other purposes as may be permitted under applicable rules pursuant to which
the Portfolio would remain exempt from the definition of a "commodity pool
operator" under the rules of the CFTC, the aggregate initial margin and
premiums required to establish any non-hedging positions will not exceed 5% of
the fair market value of the Portfolio's net assets.
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of
property for an agreed upon price at a specified time. Forward contracts are
not currently exchange traded and are typically negotiated on an individual
basis. A Portfolio may enter into forward currency contracts to hedge against
declines in the value of non-dollar denominated securities or to reduce the
impact of currency appreciation on purchases of non-dollar denominated
securities. A Portfolio may also enter into forward currency contracts with
respect to ADRs. A Portfolio may also enter into forward contracts to purchase
or sell securities or other financial indexes.
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. A Portfolio may buy and sell futures contracts on foreign currencies,
securities and financial indexes including interest rates or an index of U.S.
Government, foreign government, equity or fixed-income securities.
A Portfolio may also buy options on futures contracts. An option on a futures
contract gives the buyer the right, but
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not the obligation, to buy or sell a futures contract at a specific price on or
before a specified date.
Futures contracts and options on futures are standardized and traded on
designated exchanges.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (E.G., an exchange of floating rate
payments for fixed rate payments).
INTEREST RATE FUTURES CONTRACTS involve the purchase or sale of contracts for
the future delivery of fixed-income securities at an established price. The
purchase of an interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to receive payments of
interest on a contractually based principal amount from the party selling the
interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a contractually based
principal amount from the party selling the interest rate floor.
OPTIONS are the right, but not the obligation, to buy or sell a specified
amount of securities or other assets on or before a fixed date at a
predetermined price. A Portfolio may purchase put and call options on
securities, securities indexes and foreign currencies, subject to its
investment restrictions.
CALL OPTIONS give a buyer the right to purchase a portfolio security at a
designated price until a certain date. The option must be "covered" - for
example, the seller may own the securities required to fulfill the
contract.
PUT OPTIONS give the buyer the right to sell the security at a designated
price until a certain date. Put options are "covered", for example, by
segregating an amount of cash or securities equal to the exercise price.
STOCK INDEX FUTURES obligate the seller to deliver (and the purchaser to take)
an amount of cash equal to a specific dollar amount times the difference
between the value of a specified stock index at the close of the last trading
day of the contract and the price at which the agreement is made. No physical
delivery of the underlying stocks in the index is made.
OPTIONS ON STOCK INDEX FUTURES CONTRACTS, as contrasted with the direct
investment in such a contract, gives the purchaser the right, in return for the
premium paid, to assume a position in a stock index futures contract at a
specified exercise price at any time prior to the expiration date of the
option.
/diamond/ RISK FACTORS
There can be no assurance the use of derivatives will help a Portfolio achieve
its investment objective. Derivatives involve special risks and transaction
costs, and draw upon skills and experience which are different from those
needed to choose the other securities or instruments in which a Portfolio
invests. Special risks of these instruments include:
/diamond/ INACCURATE MARKET PREDICTIONS. If interest rates, securities prices or
currency markets do not move in the direction expected by a
Sub-Adviser who used derivatives based on those measures, these
instruments may fail in their intended purpose and result in losses to
the Portfolio.
/diamond/ IMPERFECT CORRELATION. Derivatives' prices may be imperfectly
correlated with the prices of the securities, interest rates or
currencies being hedged. When this happens, the expected benefits may
be diminished.
/diamond/ ILLIQUIDITY. A liquid secondary market may not be available for a
particular instrument at a particular time. A Portfolio may therefore
be unable to control losses by closing out a derivative position.
/diamond/ TAX CONSIDERATIONS. A Portfolio may have to delay closing out certain
derivative positions to avoid adverse tax consequences.
The risk of loss from investing in derivative instruments is potentially
unlimited.
/diamond/ FORWARD FOREIGN CURRENCY CONTRACTS
A forward foreign currency contract ("forward contract") is used to purchase or
sell foreign currencies at a future date as a hedge against fluctuations in
foreign exchange rates pending the settlement of transactions in foreign
securities or during the time a Portfolio has exposure to foreign currencies. A
forward contract, which is also included in the types of instruments commonly
known as derivatives, is an agreement between contracting parties to exchange
an amount of currency at some future time at an agreed upon rate.
/diamond/ RISK FACTORS
Investors should be aware that hedging against a decline in the value of a
currency in the foregoing manner does not eliminate fluctuations in the prices
of portfolio securities or prevent losses if the prices of portfolio securities
decline.
Furthermore, such hedging transactions preclude the opportunity for gain if the
value of the hedging currency should rise. Forward contracts may, from time to
time, be considered illiquid, in which case they would be subject to a
Portfolio's limitation on investing in illiquid securities.
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/diamond/ WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES
Securities may be purchased and sold on a "when-issued," "delayed settlement,"
or "forward (delayed) delivery" basis.
"When-issued" or "forward delivery" refers to securities whose terms are
available, and for which a market exists, but which are not available for
immediate delivery. When-issued or forward delivery transactions may be
expected to occur a month or more before delivery is due.
A Portfolio may engage in when-issued transactions to obtain what is considered
to be an advantageous price and yield at the time of the transaction. When a
Portfolio engages in when-issued or forward delivery transactions, it will do
so for the purpose of acquiring securities consistent with its investment
objective and policies and not for the purpose of investment leverage.
"Delayed settlement" is a term used to describe settlement of a securities
transaction in the secondary market which will occur sometime in the future. No
payment or delivery is made by a Portfolio until it receives payment or
delivery from the other party to any of the above transactions.
The Portfolio will segregate with its custodian cash, U.S. Government
securities or other liquid assets at least equal to the value of purchase
commitments until payment is made. Such segregated securities will either
mature or, if necessary, be sold on or before the settlement date. Typically,
no income accrues on securities purchased on a delayed delivery basis prior to
the time delivery of the securities is made, although a Portfolio may earn
income in securities it has segregated to collateralize its delayed delivery
purchases.
New issues of stocks and bonds, private placements and U.S. Government
securities may be sold in this manner.
/diamond/ RISK FACTORS
At the time of settlement, the market value of the security may be more or less
than the purchase price. The Portfolio bears the risk of such market value
fluctuations. These transactions also involve risk to a Portfolio if the other
party to the transaction defaults on its obligation to make payment or
delivery, and the Portfolio is delayed or prevented from completing the
transaction.
/diamond/ MORTGAGE-AND OTHER ASSET-BACKED SECURITIES
Mortgage-backed securities represent interests in a pool of mortgages.
Principal and interest payments made on the mortgages in the underlying
mortgage pool are passed through to the Portfolio.
Mortgage-backed securities are issued or guaranteed by government agencies such
as the Government National Mortgage Association ("GNMA"), Federal National
Mortgage Association ("FNMA") and Federated Home Loan Mortgage Corporation
("FHLMC"), or by private entities. GNMA securities are backed by the full faith
and credit of the United States government while FNMA and FHLMC securities are
not.
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduit ("REMIC") certificates are multiclass bonds backed by
mortgages or mortgage-backed securities. Each class has a specified fixed or
floating interest rate and stated maturity date. The principal and interest on
the underlying mortgages may be allocated among the several classes of CMOs in
many ways.
REMICs may be organized as trusts, partnerships, corporations, associations or
segregated pools of mortgages. Such entities elect to be treated as REMICs
under the Code, and thereby qualify for special tax treatment. Pursuant to the
Code, income is passed through a REMIC and is taxed to the person or persons
holding an interest in the REMIC. REMIC certificates represent an interest in a
REMIC and are issued in multiple classes.
Asset-backed securities represent interests in pools of consumer loans
(generally unrelated to mortgage loans), and most often are structured as
pass-through securities.
Interest and principal payments ultimately depend on payment of the underlying
loans by individuals, although the securities may be supported by letters of
credit or other credit enhancements.
/diamond/ RISK FACTORS
These securities are often subject to more rapid repayment than their stated
maturity dates would indicate as a result of principal prepayments on the
underlying loans. This can result in significantly greater price and yield
volatility than with traditional fixed income securities. During periods of
declining interest rates, prepayments can be expected to accelerate, which will
shorten these securities' weighted average life and may lower their return.
Conversely, in a rising interest rate environment, a declining prepayment rate
will extend the weighted average life of these securities, which generally
should cause their values to fluctuate more widely in response to changes in
interest rates. The value of these securities may change because of changes in
the market's perception of the creditworthiness of the federal agency or
private institution that issued them, in the case of mortgage-backed
securities, or in the servicing agent for
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the pool, the originator of the pool or the financial institution providing the
credit support or enhancement in the case of asset-backed securities. Interest
rate risks are also involved with these investments; see "Debt Securities and
Fixed-Income Investing," p. 35.
In addition, the mortgage securities market may be adversely affected by
changes in government regulation or tax policies.
/diamond/ INVESTMENTS IN THE REAL ESTATE INDUSTRY AND REAL ESTATE INVESTMENT
TRUSTS ("REITS")
REITs are pooled investment vehicles which invest primarily in income producing
real estate, or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs, or hybrid REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. Hybrid REITs invest
their assets in both real property and mortgages. REITs are not taxed on income
distributed to Policyowners provided they comply with several requirements of
the Internal Revenue Code of 1986, as amended (the "Code").
/diamond/ RISK FACTORS
Investments in the real estate industry are subject to risks associated with
direct investment in real estate. Such risks include, but are not limited to:
declining real estate values; risks related to general and local economic
conditions; over-building; increased competition for assets in local and
regional markets; changes in zoning laws; difficulties in completing
construction; changes in real estate value and property taxes; increases in
operating expenses or interest rates; changes in neighborhood values or the
appeal of properties to tenants; insufficient levels of occupancy; and
inadequate rents to cover operating expenses. The performance of securities
issued by companies in the real estate industry also may be affected by prudent
management of insurance risks, adequacy of financing available in capital
markets, competent management, changes in applicable laws and governmental
regulations (including taxes) and social and economic trends.
REITs also may subject a Portfolio to certain risks associated with the direct
ownership of real estate. As described above, these risks include, among
others: possible declines in the value of real estate; possible lack of
availability of mortgage funds; extended vacancies of properties; risks related
to general and local economic conditions; overbuilding; increases in
competition, property taxes and operating expenses; changes in zoning laws;
costs resulting from the clean-up of, and liability to third parties for
damages resulting from, environmental problems; casualty or condemnation
losses; uninsured damages from floods, earthquakes or other natural disasters;
limitations on and variations in rents; and changes in interest rates.
Investing in REITs involves certain unique risks, in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to heavy cash flow dependency, default by borrowers,
self-liquidation and the possibilities of failing to qualify for the exemption
from tax for distributed income under the Code. REITs (especially mortgage
REITs) are also subject to interest rate risk. (See "Debt Securities and
Fixed-Income Investing," p. 35.)
/diamond/ ZERO COUPON, STRIPS, PAY-IN-KIND AND STEP COUPON SECURITIES
Zero coupon bonds do not make regular interest payments; rather, they are sold
at a discount from face value. Principal and accreted discount (representing
interest accrued but not paid) are paid at maturity. Step coupon bonds sell at
a discount and pay a low coupon rate for an initial period and a higher coupon
rate thereafter. Pay-in-kind securities may pay interest in cash or a similar
bond. Strips are debt securities that are stripped of their interest after the
securities are issued, but otherwise are comparable to zero coupon bonds.
/diamond/ RISK FACTORS
The market value of zero coupon bonds, step coupon bonds, pay-in-kind
securities and strips generally fluctuates in response to changes in interest
rates to a greater degree than interest-paying securities of comparable term
and quality.
A Portfolio may realize greater gains or losses as a result of such
fluctuations. In order to pay cash distributions from these types of
securities, a Portfolio may sell certain portfolio securities and may incur a
gain or loss on such sales.
/diamond/ HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk securities (or "junk bonds") are debt securities rated
below investment grade by the primary
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rating agencies (such as S&P and Moody's). (See Appendix A for a description of
debt securities ratings.)
/diamond/ RISK FACTORS
The value of lower quality securities generally is more dependent on the
ability of the issuer to meet interest and principal payments (I.E., credit
risk) than is the case for higher quality securities. Conversely, the value of
higher quality securities may be more sensitive to interest rate movements than
lower rated securities. Issuers of high-yield securities may not be as strong
financially as those issuing bonds with higher credit ratings. Investments in
such companies are considered to be more speculative than higher quality
investments.
Issuers of high-yield securities are more vulnerable to real or perceived
economic changes (for instance, an economic downturn or prolonged period of
rising interest rates), political changes or adverse developments specific to
the issuer. Adverse economic, political or other developments may impair the
issuer's ability to service principal and interest obligations, to meet
projected business goals and to obtain additional financing, particularly if
the issuer is highly leveraged.
In the event of a default, a Portfolio would experience a reduction of its
income and could expect a decline in the market value of the defaulted
securities.
The market for lower quality securities is generally less liquid than the
market for higher quality bonds. Adverse publicity and investor perceptions, as
well as new or proposed laws, may also have a greater negative impact on the
market for lower quality securities. Unrated debt, while not necessarily of
lower quality than rated securities, may not have as broad a market as higher
quality securities.
/diamond/ VARIABLE RATE MASTER DEMAND NOTES
Variable rate master demand notes are unsecured commercial paper instruments
that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate. Because variable rate master demand notes are
direct lending arrangements between a Portfolio and the issuer, they are not
normally traded.
Although no active secondary market may exist for these notes, a Portfolio may
demand payment of principal and accrued interest at any time or may resell the
note to a third party.
While the notes are not typically rated by credit rating agencies, issuers of
variable rate master demand notes must satisfy a Sub-Adviser that the ratings
are within the two highest ratings of commercial paper. (See the SAI for
further information on these ratings.)
In addition, when purchasing variable rate master demand notes, a Sub-Adviser
will consider the earning power, cash flows, and other liquidity ratios of the
issuers of the notes and will continuously monitor their financial status and
ability to meet payment on demand.
/diamond/ RISK FACTORS
In the event an issuer of a variable rate master demand note defaulted on its
payment obligations, a Portfolio might be unable to dispose of the note because
of the absence of a secondary market and could, for this or other reasons,
suffer a loss to the extent of the default.
/diamond/ WARRANTS AND RIGHTS
A warrant is a type of security that entitles the holder to buy a proportionate
amount of common stock at a specified price, usually higher than the market
price at the time of issuance, for a period of years or to perpetuity.
In contrast, rights, which also represent the right to buy common shares,
normally have a subscription price lower than the current market value of the
common stock and a life of two to four weeks.
/diamond/ RISK FACTORS
Warrants and rights may be considered more speculative than certain other types
of investments because they do not entitle a holder to the dividends or voting
rights for the securities that may be purchased. They do not represent any
rights in the assets of the issuing company.
Also, the value of a warrant or right does not necessarily change with the
value of the underlying securities. A warrant or right ceases to have value if
it is not exercised prior to the expiration date.
/diamond/ TRADE CLAIMS
Trade claims are interests in amounts owed to suppliers of goods or services
and are purchased from creditors of companies in financial difficulty. Trade
claims offer the potential for profits since they are often purchased at a
significant discount from face value and, consequently, may generate capital
appreciation in the event that the market value of the claim increases as the
debtor's financial position improves or the claim is paid.
/diamond/ RISK FACTORS
An investment in trade claims is speculative and carries a high degree of risk.
Trade claims are illiquid securities which generally do not pay interest and
there can be no guarantee that the debtor will ever be able to satisfy the
obligation on the trade claim. The markets in trade claims are not regulated by
Federal securities laws or
43
<PAGE>
the SEC. Because trade claims are unsecured, holders of trade claims may have a
lower priority in terms of payment than certain other creditors in a bankruptcy
proceeding.
MAMAGEMENT OF THE FUND
/diamond/ DIRECTORS
The Fund's Board is responsible for managing the business affairs of the Fund.
It oversees the operation of the Fund by its officers. It also reviews the
management of the Portfolios' assets by the Investment Adviser and
Sub-Advisers. Information about the Directors and executive officers of the
Fund is contained in the SAI.
/diamond/ INVESTMENT ADVISER
WRL Management, located at 201 Highland Avenue, Largo, Florida 33770-2597,
serves as the Fund's Investment Adviser. The Investment Adviser is a direct,
wholly-owned subsidiary of WRL, which is wholly-owned by First AUSA Life
Insurance Company, a stock life insurance company, which is wholly-owned by
AEGON USA, Inc. ("AEGON USA"). AEGON USA is a financial services holding
company whose primary emphasis is on life and health insurance and annuity and
investment products. AEGON USA is a wholly-owned indirect subsidiary of AEGON
nv, a Netherlands corporation which is a publicly traded international
insurance group. The Investment Adviser has served as the investment adviser to
the Fund since January 1, 1997. Prior to this date, WRL served as investment
adviser to the Fund.
Subject to the supervision of the Fund's Board, the Investment Adviser is
responsible for furnishing continuous advice and recommendations to the Fund as
to the acquisition, holding or disposition of any or all of the securities or
other assets which the Portfolios may own or contemplate acquiring from time to
time; to cause its officers to attend meetings and furnish oral or written
reports, as the Fund may reasonably require, in order to keep the Fund's Board
and appropriate officers of the Fund fully informed as to the conditions of the
investment portfolio of each Portfolio, the investment recommendations of the
Investment Adviser, and the investment considerations which have given rise to
those recommendations; to supervise the purchase and sale of securities of the
Portfolios as directed by the appropriate officers of the Fund; and to maintain
all books and records required to be maintained by the Investment Adviser
pursuant to the 1940 Act and the rules and regulations promulgated thereunder
with respect to transactions on behalf of the Fund.
/diamond/ ADVISORY FEES PAID BY THE PORTFOLIOS
Subject to the supervision and direction of the Fund's Board, the Investment
Adviser is responsible for managing the Portfolios in accordance with each
Portfolio's stated investment objective and policies. As compensation for its
services to the Portfolios, the Investment Adviser receives monthly
compensation at an annual rate of a percentage of the average daily net assets
of each Portfolio. The table below lists each Portfolio and the annual rate of
the monthly compensation the Investment Adviser received for the fiscal year
ended December 31, 1997.
<TABLE>
<CAPTION>
ADVISORY
PORTFOLIO FEE
<S> <C>
Growth 0.80%
Bond 0.45%(2)
Global 0.80%
Money Market 0.40%
</TABLE>
<TABLE>
<CAPTION>
ADVISORY
PORTFOLIO FEE
<S> <C>
Balanced 0.80%
International Equity 1.00%
Third Avenue Value 0.80%(1)
Emerging Growth 0.80%
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
ADVISORY
PORTFOLIO FEE
<S> <C>
Strategic Total Return 0.80%
Aggressive Growth 0.80%
Growth & Income 0.75%
Tactical Asset Allocation 0.80%
C.A.S.E. Growth 0.80%
</TABLE>
<TABLE>
<CAPTION>
ADVISORY
PORTFOLIO FEE
<S> <C>
Global Sector 0.80%
Value Equity 0.80%
U.S. Equity 0.80%
Real Estate Securities 0.80%(1)
</TABLE>
- ------------------------------
(1) No advisory fees were paid by these Portfolios in 1997 because they had not
commenced operations as of December 31, 1997.
(2) Effective January 1, 1998, the Advisory Fee for the Bond Portfolio was
reduced from 0.50% to 0.45%.
/diamond/ ADVISORY FEE REIMBURSEMENT
The Investment Adviser has voluntarily undertaken, until at least April 30,
1999, to pay expenses on behalf of the Portfolios (except the Global Sector
Portfolio) to the extent normal operating expenses (including investment
advisory fees but excluding interest, taxes, brokerage fees, commissions and
extraordinary charges) exceed a certain percentage of each Portfolio's average
daily net assets. The table below shows the expense limit and actual expenses
for each Portfolio and the reimbursement a Portfolio received, if any, for the
fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
EXPENSE ACTUAL
PORTFOLIO LIMIT EXPENSES REIMBURSEMENT
<S> <C> <C> <C>
Growth 1.00% 0.87% NONE
Bond 0.70% 0.64% NONE
Global 1.00% 1.00% NONE
Money Market 0.70% 0.48% NONE
Balanced 1.00% 0.94% NONE
Emerging Growth 1.00% 0.93% NONE
Strategic Total Return 1.00% 0.88% NONE
Aggressive Growth 1.00% 0.96% NONE
Growth & Income 1.00% 0.96% NONE
Tactical Asset Allocation 1.00% 0.87% NONE
C.A.S.E. Growth 1.00% 1.13% $ 49,784
Value Equity 1.00% 0.89% NONE
International Equity(1) 1.50% 3.12% 179,163
U.S. Equity(1) 1.30% 1.49% 29,464
Third Avenue Value Portfolio(2) 1.00% N/A NONE
Real Estate Securities Portfolio(2) 1.00% N/A NONE
</TABLE>
- ------------------------------
(1) This Portfolio commenced operations January 2, 1997.
(2) This Portfolio had not commenced operations as of December 31, 1997.
The Investment Adviser has voluntarily undertaken to waive a portion of the
investment advisory fees payable by the Growth Portfolio such that total
investment advisory fees payable by the Growth Portfolio will equal .775% of
the average daily net assets of the Growth Portfolio. Janus Capital has, in
turn, voluntarily undertaken to waive a portion of the sub-advisory fees payble
by the Investment Adviser to Janus Capital with respect to the Growth Portfolio
such that total sub-advisory fees payable by the Investment Adviser with
respect to the Growth Portfolio will equal .3875% of the average daily net
assets of the Growth Portfolio.
In addition to the Investment Adviser's responsibilities discussed above, the
Investment Adviser's advisory agreement with the Fund (the "Advisory
Agreement") contemplates that the Investment Adviser, in connection with the
performance of its responsibilities under the Advisory Agreement, will enter
into sub-advisory agreements ("Sub-Advisory Agreements") with Sub-Advisers to
provide each Portfolio with portfolio management. Under current law, each
Sub-Advisory Agreement must be submitted to and approved by shareholders of a
Portfolio before the Sub-Adviser can provide investment advice to that
Portfolio. For example, if a new Sub-Adviser were retained, shareholders would
be required to approve the Sub-Advisory Agreement with that Sub-Adviser.
Similarly, if a Sub-Advisory Agreement currently in effect were amended in any
material respect, such
45
<PAGE>
amendment would generally be deemed to result in a new contract for which
shareholder approval would also be required. Moreover, in most instances when
there is a change of control of a Sub-Adviser, shareholder approval is
required.
The Fund's Board has determined that shareholders of each Portfolio invest in
the Fund, in part, because the Investment Adviser will select one or more
Sub-Advisers best suited to achieve each Portfolio's investment objective. The
Fund's Board believes that part of a shareholder's investment decision is a
determination to have those selections made by the Investment Adviser, a
professional management organization with personnel having substantial
experience in making such evaluations, selections and terminations.
Under applicable law, the Fund is not generally required to hold annual
shareholders' meetings, and does not generally hold such meetings, unless
legally required to do so, in order to avoid the attendant costs. The Fund is
currently required to call a meeting of shareholders of a Portfolio whenever it
decides to employ new or additional Sub-Advisers, or to approve a new
Sub-Advisory Agreement after an "assignment," or due to a material change in
Sub-Advisory Agreement terms, with respect to such Portfolio. Given the nature
of the Fund's operations and shareholders' reasons for investing in various of
the Portfolios, such expenses are considered to provide little, if any, benefit
to shareholders. For these reasons, the Fund and the Investment Adviser have
applied to the SEC for an exemption from the provisions of the 1940 Act to
permit the Fund and the Investment Adviser, subject to certain conditions, to
enter into, materially amend, and terminate, and to permit Sub-Advisers to act
pursuant to, Sub-Advisory Agreements without shareholder approval (the
"Proposed Sub-Advisory Selection Arrangement").
If the SEC exemption is granted, certain conditions would apply. The conditions
are intended to ensure that shareholders receive adequate disclosure about the
Sub-Advisers or a decision by the Investment Adviser and the Fund's Board to
appoint a new Sub-Adviser or to change materially the terms of a Sub-Advisory
Agreement. In addition, before a Portfolio could rely on the exemption, the
Proposed Sub-Advisory Selection Arrangement must be approved by a majority of
the outstanding voting shares of the Portfolio.
/diamond/ DISTRIBUTION AND SERVICE PLANS
DISTRIBUTION PLAN AND DISTRIBUTION AGREEMENT
Effective January 1, 1997, the Fund adopted a Plan of Distribution pursuant to
Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to the Plan,
entered into a Distribution Agreement with InterSecurities, Inc. ("ISI"), whose
principal office is located at 201 Highland Avenue, Largo, Florida 33770. ISI
is an affiliate of the Investment Adviser, and serves as principal underwriter
for the Fund.
The expenses the Fund may pay pursuant to the Distribution Plan include, but
not necessarily be limited to, the following: costs of printing and mailing
Fund prospectuses and Statements of Additional Information, and any supplements
thereto to prospective investors; costs relating to development and preparation
of Fund advertisements, sales literature and brokers' and other promotional
materials describing and/or relating to the Fund; expenses in connection with
presentation of seminars and sales meetings describing the Fund; development of
consumer-oriented sales materials describing the Fund; and expenses
attributable to "distribution-related services" provided to the Fund (E.G.,
salaries and benefits, office expenses, equipment expenses (I.E., computers,
software, office equipment, etc.), training expenses, travel costs, printing
costs, supply expenses, programming time and data center expenses, each as they
relate to the promotion of the sale of Fund shares).
Under the Distribution Plan, the Fund, on behalf of the Portfolios, is
authorized to pay to various service providers, as direct payment for expenses
incurred in connection with the distribution of a Portfolio's shares, amounts
equal to actual expenses associated with distributing such Portfolio's shares,
up to a maximum rate of 0.15% on an annualized basis of the average daily net
assets. This fee is measured and accrued daily and paid monthly.
ISI will submit to the Fund's Board for approval annual distribution expenses
with respect to each Portfolio. ISI allocates to each Portfolio distribution
expenses specifically attributable to the distribution of shares of such
Portfolio. Distribution expenses not specifically attributable to the
distribution of shares of a particular Portfolio are allocated among the
Portfolios, based upon the ratio of net asset value of each Portfolio to the
net asset value of all Portfolios, or such other factors as ISI deems fair and
are approved by the Fund's Board. ISI has determined that it will not seek
payment by the Fund of distribution expenses incurred with respect to any
Portfolio during the fiscal year ending December 31, 1998. (ISI did not seek
payment by the Fund for distribution expenses for the fiscal year ended
December 31, 1997.) Prior to ISI seeking reimbursement of future expenses,
Policyowners will be notified in advance.
46
<PAGE>
/diamond/ ADMINISTRATIVE AND TRANSFER
AGENCY SERVICES
Effective January 1, 1997, the Fund entered into an Administrative Services and
Transfer Agency Agreement with WRL Investment Services, Inc. ("WRL Services"),
located at 201 Highland Avenue, Largo, Florida 33770, an affiliate of WRL
Management and WRL, to furnish the Fund with administrative services to assist
the Fund in carrying out certain of its functions and operations. Under this
Agreement, WRL Services shall furnish to each Portfolio, subject to the overall
supervision of the Fund's Board, supervisory, administrative, and transfer
agency services, including recordkeeping and reporting. WRL Services is
reimbursed by the Fund monthly on a cost incurred basis. Prior to January 1,
1997, WRL performed these services in connection with its serving as the Fund's
investment adviser.
/diamond/ SUB-ADVISERS
Each Sub-Adviser provides investment advisory assistance and portfolio
management advice to the Investment Adviser for its respective Portfolio(s).
Subject to review and supervision by the Investment Adviser and the Fund's
Board, each Sub-Adviser is responsible for the actual investment management of
its Portfolio(s) and for making decisions to buy, sell or hold any particular
security. Each Sub-Adviser also places orders to buy or sell securities on
behalf of that Portfolio. Each Sub-Adviser bears all of its expenses in
connection with the performance of its services, such as compensating and
furnishing office space for its officers and employees connected with
investment and economic research, trading and investment management of its
Portfolio(s). Each Sub-Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended.
/diamondS/
JANUS CAPITAL CORPORATION
Janus Capital Corporation ("Janus Capital"), located at 100 Fillmore Street,
Denver, CO 80206, serves as the Sub-Adviser to the Growth and Global
Portfolios. Thomas H. Bailey is the President of Janus Capital. Kansas City
Southern Industries, Inc. owns approximately 83% of Janus Capital.
Janus Capital provides investment management and related services to other
mutual funds, and individuals, corporate, charitable and retirement accounts.
See "Management of the Fund - The Sub-Advisers" in the SAI for a more detailed
description of the previous experience of Janus Capital as an investment
adviser.
Janus Capital may compensate Western Reserve or its affiliate for
administrative, distribution, or other services. Such compensation would be
based on assets of the Global and Growth Portfolios attributable to variable
contracts issued by Western Reserve for which these Portfolios serve as funding
vehicles.
/diamond/ PORTFOLIO MANAGERS:
SCOTT W. SCHOELZEL has served as the Portfolio Manager for the Growth Portfolio
since January 2, 1996. Mr. Schoelzel also serves as co-portfolio manager of
other mutual funds. Mr. Schoelzel is a Vice President of Janus Capital, where
he has been employed since 1994. From 1991 to 1993, Mr. Schoelzel was a
portfolio manager with Founders Asset Management, Denver, Colorado. Prior to
1991, he was a general partner of Ivy Lane Investments, Denver, Colorado (a
real estate investment brokerage).
HELEN YOUNG HAYES has served as Portfolio Manager of the Global Portfolio since
its inception. Ms. Hayes also serves as a portfolio manager of other mutual
funds. Ms. Hayes is also an Executive Vice President of Janus Investment Fund
and Janus Aspen Series. Ms. Hayes has been employed by Janus Capital since
1987.
/diamondS/
J.P. MORGAN INVESTMENT MANAGEMENT INC.
J. P. Morgan Investment Management Inc. ("J.P. Morgan Investment"), located at
522 Fifth Avenue, New York, NY 10036, serves as the Sub-Adviser to the Money
Market and Real Estate Securities Portfolios. J.P. Morgan Investment is a
wholly-owned subsidiary of J.P. Morgan & Co. Incorporated. J.P. Morgan
Investment provides investment management and related services for corporate,
public, and union employee benefit funds, foundations, endowments, insurance
companies and government agencies.
/diamond/ PORTFOLIO MANAGERS:
ROBERT R. JOHNSON serves as Portfolio Manager of the Money Market Portfolio.
Mr. Johnson is responsible for several short-term fixed income portfolios and
the business development of short-term fixed income products. Mr. Johnson is a
Vice President of J.P. Morgan Investment. He is also a member of the Fixed
Income Peer Review Committee. Prior to joining J.P. Morgan Investment in 1988,
he founded and managed R.R. Johnson Associates, merchant bankers. He also held
senior positions with the Bank of Montreal and U.S. Steel. He is a graduate of
Dartmouth College and has done graduate work at both Wayne State and Duquesne
Universities.
DANIEL P. O'CONNOR has served as the Portfolio Manager of the Real Estate
Securities Portfolio since its
47
<PAGE>
inception. He is the senior portfolio manager for all real estate securities
investment-related activity at J.P. Morgan Investment. Prior to joining J.P.
Morgan Investment in 1996, he served for two years as Director of Real Estate
Securities at INVESCO, an investment management firm. In that position, Mr.
O'Connor was responsible for developing the firm's REIT investment management
process.
Prior to joining INVESCO, Mr. O'Connor worked for twelve years at the Delta Air
Lines pension fund, most recently as its Supervisor of Investments. Mr.
O'Connor received a B.S. from Indiana University, an M.S. from Clemson
University, and an M.B.A. in Finance from the University of Chicago. He is a
Chartered Financial Analyst and is a member of AIMR and the New York Society of
Securities Analysts. Mr. O'Connor serves on the editorial board of the
Institutional Real Estate Securities Newsletter.
/diamondS/
AEGON USA INVESTMENT MANAGEMENT, INC.
AEGON USA Investment Management, Inc. ("AIMI"), located at 4333 Edgewood Road,
N.E., Cedar Rapids, IA 52499, serves as the Sub-Adviser to the Bond and
Balanced Portfolios. AIMI is an indirect, wholly-owned subsidiary of AEGON USA.
/diamond/ PORTFOLIO MANAGERS:
CLIFFORD A. SHEETS, CFA, AND JARRELL D. FREY, CFA, serve as Portfolio Managers
of the Bond Portfolio. Mr. Sheets has served as the Portfolio Manager of the
Bond Portfolio since January, 1998. Mr. Sheets has been with AIMI since 1990
and is currently an Executive Vice President. Prior to joining AIMI, Mr. Sheets
was head of the Fixed Income Management Department of the Trust and Asset
Management Group of Bank One, Indianapolis NA. Mr. Frey has served as Portfolio
Manager for the Bond Portfolio since January, 1998. Mr. Frey joined AIMI in
1994 and is currently a Senior Securities Analyst. Prior to joining AIMI, Mr.
Frey was employed for five years by Woodmen Accident and Life Company in
Lincoln, NE where he analyzed fixed income (both public and private debt
offerings) and equity securities.
MICHAEL VAN METER has served as the Senior Portfolio Manager of the Balanced
Portfolio since its inception. Mr. Van Meter also serves as Chairman of the
Equity Investment Policy Committee of AIMI. Mr. Van Meter was President and
Managing Partner of Perpetual Investment Advisors from 1983 to 1989, when AEGON
USA acquired that firm.
/diamonds/
VAN KAMPEN AMERICAN CAPITAL ASSET
MANAGEMENT, INC.
Van Kampen American Capital Asset Management, Inc. ("Van Kampen"), located at
One Parkview Plaza, Oakbrook Terrace, IL 60181, serves as the Sub-Adviser to
the Emerging Growth Portfolio.
Van Kampen is a wholly-owned subsidiary of Van Kampen American Capital, Inc.,
which, in turn, is an indirect wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co., a financial services company.
/diamond/ PORTFOLIO MANAGER:
GARY M. LEWIS has served as Portfolio Manager for the Emerging Growth Portfolio
since its inception. Mr. Lewis has also served as portfolio manager at American
Capital Asset Management, Inc., a predecessor firm of Van Kampen American
Capital Asset Management, Inc. for over six years and portfolio manager for the
Van Kampen American Capital Emerging Growth Fund since April, 1989.
/diamonds/
LUTHER KING CAPITAL
MANAGEMENT CORPORATION
Luther King Capital Management Corporation ("Luther King Capital"), located at
301 Commerce Street, Suite 1600, Fort Worth, TX 76102, serves as the
Sub-Adviser to the Strategic Total Return Portfolio. Ultimate control of Luther
King Capital is exercised by J. Luther King, Jr. Luther King Capital provides
investment management services to accounts of individual investors, mutual
funds and other institutional investors. See "Management of the Fund - The
Sub-Advisers" in the SAI for a more detailed description of the previous
experience of Luther King Capital as an investment adviser.
/diamond/ PORTFOLIO MANAGERS:
LUTHER KING, JR., CFA, AND SCOT HOLLMANN, CFA, have served as Portfolio
Managers of the Strategic Total Return Portfolio since its inception. Mr. King
has been President of Luther King Capital since 1979. Mr. Hollmann has served
as Vice President of Luther King Capital since 1983.
/diamonds/
FRED ALGER MANAGEMENT, INC.
Fred Alger Management, Inc. ("Alger Management"), located at 75 Maiden Lane,
New York, NY 10038, serves as the Sub-Adviser to the Aggressive Growth
Portfolio. Alger Management is a wholly-owned subsidiary of Fred Alger &
Company, Incorporated ("Alger, Inc."), which, in turn, is a wholly-owned
subsidiary of Alger Associates,
48
<PAGE>
Inc., a financial services holding company controlled by Fred M. Alger and
David D. Alger. As of March 31, 1998, Alger Management had approximately $8.9
billion in assets under management for investment companies and private
accounts.
/diamond/ PORTFOLIO MANAGERS:
DAVID D. ALGER AND DAVID HYUN are primarily responsible for the day-to-day
management of the Aggressive Growth Portfolio. Mr. Alger has been employed by
Alger Management as Executive Vice President and Director of Research since
1971 and as President since 1995. Mr. Hyun has been employed by Alger
Management as a senior research analyst since 1991 and as a Portfolio Manager
since 1997. Mr. Alger has served as Portfolio Manager of the Aggressive Growth
Portfolio since its inception. Mr. Hyun has served as Co-Portfolio Manager of
the Aggressive Growth Portfolio since February 1998. Mr. Alger and Mr. Hyun
also serve as portfolio managers for other mutual funds and investment accounts
managed by Alger Management.
/diamonds/
FEDERATED INVESTMENT COUNSELING
Federated Investment Counseling ("Federated"), located at Federated Investors
Tower, Pittsburgh, PA 15222-3779, serves as the Sub-Adviser to the Growth &
Income Portfolio. Federated is a Delaware business trust organized on April 11,
1989. It is a subsidiary of Federated Investors. Federated serves as investment
adviser to a number of investment companies and private accounts. Total assets
under management or administered by Federated and other subsidiaries of
Federated Investors is approximately $144 billion.
/diamond/ PORTFOLIO MANAGERS:
LINDA A. DUESSEL and STEVEN J. LEHMAN serve as Co-Portfolio Managers of the
Growth & Income Portfolio. Ms. Duessel has been a Portfolio Manager of the
Growth & Income Portfolio since July, 1996. Ms. Duessel is a Chartered
Financial Analyst and also serves as a co-portfolio manager for other funds
managed by Federated. Ms. Duessel received her B.S., Finance from the Wharton
School of the University of Pennsylvania and her M.S.I.A. from Carnegie Mellon
University. Ms. Duessel has been a Vice President of an affiliate of Federated
since 1995, and was an Assistant Vice President from 1991 - 1995.
Mr. Lehman has served as Co-Portfolio Manager since September, 1997. Mr. Lehman
joined Federated in May, 1997 as a Vice President. From 1985 to May, 1997, Mr.
Lehman served as a Portfolio Manager, then Vice President/Senior Portfolio
Manager, at First Chicago NBD Investment Management Company. Mr. Lehman is a
Chartered Financial Analyst; he received his M.A. from the University of
Chicago.
/diamonds/
DEAN INVESTMENT ASSOCIATES
Dean Investment Associates ("Dean"), a Division of C.H. Dean and Associates,
Inc., located at 2480 Kettering Tower, Dayton, OH 45423-2480, serves as the
Sub-Adviser to the Tactical Asset Allocation Portfolio. Dean is wholly-owned by
C.H. Dean and Associates, Inc. Founded in 1972, Dean manages portfolios for
individuals and institutional clients worldwide. Dean provides a full range of
investment advisory services and, as of January 1, 1998, had $4.3 billion of
assets under management.
/diamond/ PORTFOLIO MANAGERS:
The Tactical Asset Allocation Portfolio is managed by a team of 10 senior
investment professionals (Central Investment Committee), with over 136 years of
total investment experience.
JOHN C. RIAZZI, CFA, has served as the Senior Portfolio Manager of the Tactical
Asset Allocation Portfolio and ARVIND SACHDEVA, CFA has served as Senior Equity
Strategist of this Portfolio since its inception. Mr. Riazzi joined Dean in
March of 1989. Before being promoted to Vice President and Director of
Consulting Services at Dean, Mr. Riazzi was responsible for client servicing,
portfolio execution and trading operations. Mr. Riazzi has been a member of the
Central Investment Committee and a Senior Institutional Portfolio Manager for
the past four years. He received a B.A. in Economics from Kenyon College in
1985 and was awarded the Chartered Financial Analyst designation in 1993. Mr.
Sachdeva joined Dean in 1993. Prior to working at Dean, he was the Senior
Security Analyst and Equity Portfolio Manager for Carillon Advisors, Inc., from
January, 1985 to September, 1993. Carillon Advisors, Inc. is an investment
subsidiary of the Union Central Life Insurance Co.
/diamonds/
C.A.S.E. MANAGEMENT, INC.
C.A.S.E. Management, Inc. ("C.A.S.E."), located at 5355 Town Center Road, Suite
702, Boca Raton, FL 33486, serves as the Sub-Adviser to the C.A.S.E. Growth
Portfolio. C.A.S.E. is a wholly-owned subsidiary of C.A.S.E. Inc. C.A.S.E. Inc.
is indirectly controlled by William Edward Lange, president and chief executive
officer of C.A.S.E. C.A.S.E. provides investment management services to
financial institutions, high net worth individuals, and other professional
money managers.
49
<PAGE>
/diamond/ PORTFOLIO MANAGERS:
Informally, C.A.S.E.'s Board members confer on a continuous basis, gathering
economic sector, industry and stock specific information from C.A.S.E.'s
research and management resources. Each Board member is individually
responsible for the analytical coverage of one or two of the market's eight
economic sectors. C.A.S.E.'s "sector specialists" are encouraged to maintain
contact with counterpart sector specialists from leading outside research
organizations. The information gathered for consideration by the Board's sector
specialists also includes objective forms of research from various governmental
agencies, stock exchanges and financial capitols. Formally, the Board meets
monthly to formulate overall strategic investment positions. The Board then
formally reviews its current investment focus towards every stock, industry,
and economic sector owned in its overall stock population.
/diamonds/
NWQ INVESTMENT MANAGEMENT COMPANY, INC.
NWQ Investment Management Company, Inc. ("NWQ Investment"), located at 2049
Century Park East, 4th Floor, Los Angeles, CA 90067, serves as the Sub- Adviser
to the Value Equity Portfolio. NWQ Investment was founded in 1982 and is a
wholly-owned subsidiary of United Asset Management Corporation. NWQ Investment
provides investment management services to institutions and high net worth
individuals. As of January 31, 1998, NWQ Investment had over $8.1 billion in
assets under management.
/diamond/ PORTFOLIO MANAGER:
An investment policy committee is responsible for the day-to-day management of
the Value Equity Portfolio's investments. David A. Polak, CFA, Edward C.
Friedel, CFA, James H. Galbreath, CFA, Phyllis G. Thomas, CFA, and Jon D.
Bosse, CFA, constitute the committee.
EDWARD C. FRIEDEL, CFA serves as Senior Portfolio Manager for the Value Equity
Portfolio. Mr. Friedel has been a managing director and investment
strategist/portfolio manager of NWQ Investment since 1983. From 1971 to 1983,
Mr. Friedel was a portfolio manager for Beneficial Standard Investment
Management. Mr. Friedel is a graduate of the University of California at
Berkeley (BS) and Stanford University (MBA).
/diamonds/
MERIDIAN INVESTMENT
MANAGEMENT CORPORATION
Meridian Investment Management Corporation ("Meridian"), located at 12835 East
Arapahoe Road, Tower II, Penthouse, Englewood, CO 80112, serves as Sub-Adviser
to the Global Sector Portfolio. Meridian is a wholly-owned subsidiary of
Meridian Management & Research Corporation ("MM&R"). Michael J. Hart and Dr.
Craig T. Callahan each own 50% of MM&R. Meridian provides investment management
and related services to other mutual fund portfolios and individual, corporate,
charitable and retirement accounts. Meridian manages seven mutual fund wrap-fee
programs and, as of March 31, 1998, had assets under management of
approximately $7 billion. Meridian provides investment advisory assistance,
portfolio management advice and quantitative investment research to the
Investment Adviser for the Global Sector Portfolio.
/diamond/ PORTFOLIO MANAGER:
Meridian's Investment Committee determines the guidelines for asset, country,
industry and securities weightings based on Meridian's proprietary quantitative
research methods. The Committee is comprised of Dr. Craig T. Callahan, Michael
J. Hart, Patrick S. Boyle and Bryan M. Ritz. Dr. Craig T. Callahan is Chairman
of the Investment Committee and Chief Investment Officer of Meridian, and
directs Meridian's investment research and analysis. Dr. Callahan obtained his
D.B.A. from Kent State University. Michael Hart is President of Meridian
Investment Management and holds an M.B.A. from the University of Denver.
Patrick S. Boyle, a Chartered Financial Analyst, acts as a portfolio manager
for several of Meridian's private accounts. Bryan R. Ritz, also a Chartered
Financial Analyst, serves as a portfolio manager for Meridian's private
accounts. Mr. Ritz holds a Bachelor of Science in Business Administration and a
M.B.A. from the University of Denver. In performing sub-advisory services,
Meridian may draw upon additional members of its research team. These employees
are generally specialists within Meridian's research department. However, the
Investment Committee supervises the members of the research department and
remains fully responsible for all such services.
/diamonds/
SCOTTISH EQUITABLE INVESTMENT
MANAGEMENT LIMITED
Scottish Equitable Investment Management Limited ("Scottish Equitable"),
located at Edinburgh Park, Edinburgh EH12 9SE, Scotland, serves as a Co-Sub-
Adviser to the International Equity Portfolio. Scottish Equitable is a
wholly-owned subsidiary of Scottish Equitable plc. Scottish Equitable plc is
successor to Scottish Equitable Life Assurance Society, which was founded in
Edinburgh in 1831. As of January 31, 1998, Scottish Equitable plc had
approximately $25.8 billion in assets
50
<PAGE>
under management. Like the Investment Adviser, Scottish Equitable is also an
indirect wholly-owned subsidiary of AEGON nv. Scottish Equitable currently
provides investment advisory and management services to certain of its
affiliates, including Scottish Equitable plc and to external organizations.
/diamond/ PORTFOLIO MANAGERS:
At Scottish Equitable, investment strategy formulation is the responsibility of
the Investment Strategy Group ("ISG"), which consists of one full-time
Investment Strategist (currently, Alastair Bryne) working with a team of
analysts/fund managers drawn from our equity and fixed-income teams.
On a monthly basis, the ISG presents the proposed investment strategy to the
Investment Management Board ("IMB"). The IMB consists of Russell Hogan, Chief
Investment Officer, Tom Crombie, Chief Investment Manager, Colin Black,
Investment Actuary, Mike Craston, Investment Manager - Business Development,
Andrew Hartley, Investment Manager - UK Equities and Malcolm Jones, Investment
Manager - International Equities.
The role of the IMB is to review critically the proposed investment strategy,
testing the assumptions of the analysis and ensuring internal consistency. Once
the IMB is satisfied with the investment strategy proposal, it is adopted and
translated into asset allocations for the Portfolio. The adopted investment
strategy and model asset allocations are communicated to the whole investment
team, which also serves as a final check on the adopted investment strategy. No
one individual is responsible for managing the Portfolio.
GE INVESTMENT MANAGEMENT INCORPORATED
GEIM serves as a Co-Sub-Adviser to the International Equity Portfolio and as
the Sub-Adviser to the U.S. Equity Portfolio. GEIM, located at 3003 Summer
Street, Stamford, CT 06905, was formed under the laws of Delaware in 1988. GEIM
is a wholly-owned subsidiary of General Electric Company ("GE"). GEIM's
principal officers and directors serve in similar capacities with respect to
GEIC (GEIC together with GEIM and their predecessors, collectively referred to
as "GE Investments"), which like GEIM is a wholly-owned subsidiary of GE. GEIC
serves as investment adviser to various GE pension and benefit plans and
certain employee mutual funds. GE Investments has roughly 71 years of
investment management experience, and has managed mutual funds since 1935. As
of December 31, 1997, GEIM and GEIC together managed assets in excess of $69
billion.
/diamond/ PORTFOLIO MANAGERS:
RALPH R. LAYMAN leads a team of GEIM Portfolio Managers for the International
Equity Portfolio. Mr. Layman has more than 19 years of investment experience
and has held positions with GE Investments since 1991. From 1989 to 1991, Mr.
Layman served as Executive Vice President, Partner and Portfolio Manager of
Northern Capital Management, and prior thereto, served as Vice President and
portfolio manager of Templeton Investment Counsel. Mr. Layman is currently a
Director and Executive Vice President of GE Investments.
EUGENE K. BOLTON is responsible for the overall management of the U.S. Equity
Portfolio and has served in that capacity since its inception. Mr. Bolton is
specifically responsible for selecting the Portfolio Managers of the U.S.
Equity Portfolio, and is also responsible for monitoring the investment
strategies employed by the Portfolio Managers of the U.S. Equity Portfolio to
ensure that they are consistent with the Portfolio's investment objective and
strategies. Mr. Bolton has more than 13 years of investment experience and has
held positions with GE Investments since 1984. Mr. Bolton is currently a
Director and Executive Vice President of GE Investments.
DAVID B. CARLSON is one of the four Portfolio Managers for the U.S. Equity
Portfolio and has served in that capacity since its inception. He has more than
15 years of investment experience and has held positions with GE Investments
since 1982. Mr. Carlson is currently a Senior Vice president of GE Investments.
CHRISTOPHER D. BROWN is one of the four Portfolio Managers for the U.S. Equity
Portfolio and has served in that capacity since its inception. He has more than
11 years of investment experience, and has held positions with GE Investments
since 1985. Mr. Brown is currently a Vice President of GE Investments.
PETER J. HATHAWAY is one of the four Portfolio Managers for the U.S. Equity
Portfolio and has served in that capacity since its inception. He has more than
37 years of investment experience and has held positions with GE Investments
since 1985. Mr. Hathaway is currently a Senior Vice President of GE
Investments.
PAUL C. REINHARDT is one of the four Portfolio Managers for the U.S. Equity
Portfolio and has served in that capacity since its inception. He has more than
16 years of investment experience and has held positions with GE Investments
since 1982. Mr. Reinhardt is currently a Senior Vice President of GE
Investments.
51
<PAGE>
EQSF ADVISERS, INC.
EQSF Advisers, Inc. ("EQSF"), located at 767 Third Avenue, New York, NY
10017-2023, serves as Sub-Adviser to the Third Avenue Value Portfolio. EQSF is
a New York corporation organized in 1986, and is controlled by Martin J.
Whitman.
/diamond/ PORTFOLIO MANAGER:
Martin J. Whitman has served as Portfolio Manager of the Third Avenue Value
Portfolio since inception. Mr. Whitman is Chairman, President and Chief
Executive Officer of the Sub-Adviser. During the past five years, Mr. Whitman
has also served in various executive capacities with M.J. Whitman, Inc. and
several other affiliated companies of the Sub-Adviser engaged in various
investment and financial businesses. Mr. Whitman has over 41 years experience
in the securities industry, has served as a Distinguished Management Fellow at
the Yale School of Management and has been a director of various public and
private companies, currently including Danielson Holding Corporation, an
insurance holding company, and Nabors Industries, Inc., an international oil
drilling contractor.
/diamond/ SUB-ADVISERS' COMPENSATION
Each Sub-Adviser receives monthly compensation from the Investment Adviser at
the annual rate of a specified percentage of the average daily net assets of
each Portfolio managed by that Sub-Adviser. The table below lists those
percentages by Portfolio.
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE
PORTFOLIO DAILY NET ASSETS
- --------------------------------- --------------------------------------------------------
<S> <C>
Growth 0.40%
Bond 0.20% (Prior to January 1, 1998, Janus Capital
Corporation, previous Sub-Adviser, received 0.25%)
Global 0.40% (1)
Money Market 0.15%
Balanced 0.40%, less 50% of amount of excess expenses(2)
Emerging Growth 0.40%, less 50% of amount of excess expenses(2)
Strategic Total Return 0.40%
Aggressive Growth 0.40%
Tactical Asset Allocation 0.40%, less 50% of amount of excess expenses(2)
C.A.S.E. Growth 0.40%
Growth & Income 0.50% of the first $30 million of
average daily net assets;
0.35% of the next $20 million of
average daily net assets;
and 0.25% of average daily net assets
in excess of $50 million
Value Equity 0.40%, less 50% of amount of excess expenses(2)
Global Sector 0.40%(3)
International Equity Scottish Equitable: 0.50% of assets managed by
Scottish Equitable, less 50% of amount of excess
expenses attributable to such assets
GEIM: 0.50% of assets managed by GEIM, less
50% of amount of excess expenses attributable to
such assets
U.S. Equity 0.40%, less 50% of amount of excess expenses
Third Avenue Value 0.40%, less 50% of amount of excess expenses(2)
Real Estate Securities 0.40%
</TABLE>
- --------------
(1) As stated above, Janus Capital has voluntarily undertaken to waive a
portion of the sub-advisory fees payable with respect to this Portfolio
such that sub-advisory fees payable will equal .3875% of average daily net
assets.
(2) Excess expenses are those expenses paid by the Investment Adviser on behalf
of a Portfolio pursuant to any expense limitation.
(3) Prior to March 1, 1997, INVESCO Global Asset Management Limited ("INVESCO")
served as a co-sub-adviser to the Global Sector Portfolio; for periods
prior to that date, INVESCO received monthly compensation from the
Investment Adviser at the annual rate of 0.40% of first $100 million
average daily net assets of the Portfolio and 0.35% of assets in excess of
$100 million; and Meridian received monthly compensation from the
Investment Adviser at the annual rate of 0.30% of first $100 million of
average daily net assets of the Portfolio and 0.35% of assets in excess of
$100 million. Effective June 17, 1997, Meridian receives monthly
compensation from the Investment Adviser at an annual rate of 0.40% of
average daily net assets.
/diamonds/
52
<PAGE>
/diamond/ PORTFOLIO TRANSACTIONS
Each Sub-Adviser is also responsible for selecting the broker-dealers who
execute the portfolio transactions for its respective Portfolio(s). In placing
portfolio business with all dealers, the Sub-Adviser seeks best execution of
each transaction and all brokerage placement must be consistent with the Rules
of Fair Practice of the National Association of Securities Dealers, Inc. Within
these parameters, each Sub-Adviser is authorized to consider sales of the
Policies or Annuity Contracts described in the accompanying prospectus by a
broker-dealer as a factor in the selection of broker-dealers to execute
portfolio transactions. The Sub-Adviser is authorized to pay higher commissions
to brokerage firms that provide it with investment and research information
than to firms which do not provide such services, if the Sub-Adviser determines
that such commissions are reasonable in relation to the overall services
provided and the Sub-Adviser receives best execution. The information received
may be used by the Sub-Adviser in managing the assets of other advisory and
sub-advisory accounts, as well as in the management of the assets of a
Portfolio.
With respect to the Aggressive Growth Portfolio, it is anticipated that Alger,
Inc., an affiliate of Alger Management, will serve as the Portfolio's broker in
effecting substantially all of the Aggressive Growth Portfolio's transactions
on securities exchanges and will retain commissions in accordance with certain
regulations of the SEC.
With respect to the Balanced Portfolio, it is anticipated that AIMI may
occasionally place portfolio business with ISI and AEGON USA Securities, Inc.,
affiliated brokers of the Investment Adviser and AIMI.
With respect to the Third Avenue Value Portfolio, it is anticipated that EQSF
may occasionally place portfolio business with M.J. Whitman, Inc., an affiliate
of EQSF.
The other Sub-Advisers may also from time to time place portfolio brokerage
with their affiliates in accordance with SEC regulations.
OTHER INFORMATION
/diamond/ JOINT TRADING ACCOUNTS
Subject to approval by the Fund's Board, the Growth and Global Portfolios may
transfer uninvested cash balances on a daily basis into certain joint trading
accounts. Assets in the joint trading accounts are invested in money market
instruments. All other participants in the joint trading accounts will be other
clients, including registered mutual fund clients, of Janus Capital or its
affiliates. The Growth and Global Portfolios will participate in the joint
trading accounts only to the extent that the investments of the joint trading
accounts are consistent with each Portfolio's investment policies and
restrictions. Janus Capital anticipates that the investment made by a Portfolio
through the joint trading accounts will be at least as advantageous to that
Portfolio as if the Portfolio had made such investment directly. (See
"Management of the Fund - The Sub-Advisers" in the SAI.)
/diamond/ PERSONAL SECURITIES TRANSACTIONS
The Fund permits "Access Persons" as defined by Rule 17j-1 under the 1940 Act
to engage in personal securities transactions, subject to the terms of the Code
of Ethics and Insider Trading Policy ("Ethics Policy") that has been adopted by
the Fund's Board. Access Persons are required to follow the guidelines
established by this Ethics Policy in connection with all personal securities
transactions and are subject to certain prohibitions on personal trading. The
Fund's Sub-Advisers, pursuant to Rule 17j-1 and other applicable laws, and
pursuant to the terms of the Ethics Policy, must adopt and enforce their own
Code of Ethics and Insider Trading Policies appropriate to their operations.
Each Sub-Adviser is required to report to the Fund's Board on a quarterly basis
with respect to the administration and enforcement of such Ethics Policy,
including any violations thereof which may potentially affect the Fund.
/diamond/ PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolios are sold and redeemed at their net asset value next
determined after receipt of a purchase order or notice of redemption in proper
form. Shares are sold and redeemed without the imposition of any sales
commission or redemption charge. However, certain sales and other charges may
apply to the Policies and the Annuity Contracts. Such charges are described in
the respective prospectuses for the Policies and the Annuity Contracts.
53
<PAGE>
/diamond/ PREPARING FOR THE YEAR 2000
Like all financial services providers, the Fund and the Investment Adviser
utilize systems that may be affected by Year 2000 transition issues, and the
Fund relies on service providers, including the Fund's custodian and the
Sub-Advisers, that also may be affected. The Fund and the Investment Adviser
have developed, and are in the process of implementing, a Year 2000 transition
plan, and are confirming that the Fund's service providers are also so engaged.
The resources that are being devoted to this effort are substantial. It is
difficult to predict with precision whether the amount of resources ultimately
devoted, or the outcome of these efforts, will have any negative impact on the
Fund or the Investment Adviser. However, as of the date of this Prospectus, it
is not anticipated that Policyowners will experience negative effects on their
investment, or on the services provided in connection therewith, as a result of
Year 2000 transition implementation. The Fund and the Investment Adviser
currently anticipate that their systems will be Year 2000 compliant on or about
December 31, 1998, but there can be no assurance that the Fund or the
Investment Adviser will be successful, or that interaction with other service
providers will not impair the Fund's or the Investment Adviser's services at
that time.
/diamond/ VALUATION OF SHARES
Each Portfolio's net asset value per share is ordinarily determined, once
daily, as of the close of the regular session of business on the New York Stock
Exchange ("Exchange") (usually 4:00 p.m., Eastern Time), on each day the
Exchange is open.
Net asset value of a Portfolio share is computed by dividing the value of the
net assets of the Portfolio by the total number of shares outstanding in the
Portfolio.
Except for money market instruments maturing in 60 days or less, securities
held by Portfolios other than the Money Market Portfolio are valued at market
value. Securities for which market values are not readily available are valued
at fair value as determined in good faith by the Investment Adviser or
Sub-Adviser under the supervision of the Fund's Board. Money market instruments
maturing in 60 days or less are valued on the amortized cost basis. (See the
SAI for details.)
The Fund's Board has determined that the most appropriate method for valuing
the securities of the Money Market Portfolio is the amortized cost method.
Under this method, the net asset value of Portfolio shares is expected to
remain at a constant $1.00 per share, although there can be no assurance that
the Portfolio will be able to maintain a stable net asset value. (See the SAI
for details concerning the amortized cost valuation method, including the
conditions under which it may be used.)
/diamond/ THE FUND AND ITS SHARES
The Fund was incorporated under the laws of the State of Maryland on August 21,
1985 and is registered with the SEC as an open-end, management investment
company.
The Fund offers its shares only for purchase by the Separate Accounts of the
Life Companies to fund benefits under variable life insurance or variable
annuity contracts issued by the Life Companies. Shares may be offered to other
life insurance companies in the future. Because Fund shares are sold to
Separate Accounts established to receive and invest premiums received under
variable life insurance policies and purchase payments received under the
variable annuity contracts, it is conceivable that, in the future, it may
become disadvantageous for variable life insurance Separate Accounts and
variable annuity Separate Accounts of the Life Companies to invest in the Fund
simultaneously. Neither the Life Companies nor the Fund currently foresees any
such disadvantages or conflicts, either to variable life insurance
policyholders or to variable annuity contract owners. Any Life Company may
notify the Fund's Board of a potential or existing conflict. The Fund's Board
will then determine if a material conflict exists and what action, if any,
should be taken in response. Such action could include the sale of Fund shares
by one or more of the Separate Accounts, which could have adverse consequences.
Material conflicts could result from, for example, (1) changes in state
insurance laws, (2) changes in Federal income tax laws, or (3) differences in
voting instructions between those given by variable life insurance
policyholders and those given by variable annuity contract owners. The Fund's
Board might conclude that separate funds should be established for variable
life and variable annuity Separate Accounts. If this happens, the affected Life
Companies will bear the attendant expenses of establishing separate funds. As a
result, variable life insurance policyholders and variable annuity contract
owners would no longer have the economies of scale typically resulting from a
larger combined fund.
The Fund offers a separate class of Common Stock for each Portfolio. All shares
of a Portfolio have equal voting rights, but only shares of a particular
Portfolio are entitled to vote on matters concerning only that Portfolio. Each
of the issued and outstanding shares of a Portfolio
54
<PAGE>
is entitled to one vote and to participate equally in dividends and
distributions declared by the Portfolio and, upon liquidation or dissolution,
to participate equally in the net assets of the Portfolio remaining after
satisfaction of outstanding liabilities. The shares of a Portfolio, when
issued, will be fully paid and nonassessable, have no preference, preemptive,
conversion, exchange or similar rights, and will be freely transferable. Shares
do not have cumulative voting rights. The holders of more than 50% of the
shares of the Fund voting for the election of directors can elect all of the
directors of the Fund if they so choose. In such event, holders of the
remaining shares would not be able to elect any directors.
Only the Separate Accounts of the Life Companies may hold shares of the Fund
and are entitled to exercise the rights directly as described above. To the
extent required by law, the Life Companies will vote the Fund's shares held in
the Separate Accounts, including Fund shares which are not attributable to
Policyowners, at meetings of the Fund, in accordance with instructions received
from persons having voting interests in the corresponding sub-accounts of the
Separate Accounts. Except as required by the 1940 Act, the Fund does not hold
regular or special Policyowner meetings. If the 1940 Act or any regulation
thereunder should be amended, or if present interpretation thereof should
change, and as a result it is determined that the Life Companies are permitted
to vote the Fund's shares in their own right, they may elect to do so. The
rights of Policyowners are described in more detail in the prospectuses or
disclosure documents for the Policies and the Annuity Contracts, respectively.
/diamond/ REPORTS TO POLICYHOLDERS
The fiscal year of each Portfolio ends on December 31 of each year. The Fund
will send to the Portfolios' Policyowners, at least semi-annually, reports
showing the Portfolios' composition and other information. An annual report,
containing financial statements audited by the Fund's independent accountants,
will be sent to Policyowners each year.
/diamond/ CUSTODIAN AND DIVIDEND DISBURSING AGENT
Investors Bank & Trust Company, 200 Clarendon Street, 16th Floor, Boston, MA
02116, acts as Custodian and Dividend Disbursing Agent of the Portfolios'
assets.
/diamond/ ADDITIONAL INFORMATION
The telephone number or the address of the Fund appearing on the first page of
this Prospectus should be used for requests for additional information.
DISTRIBUTIONS AND TAXES
/diamond/ DIVIDENDS AND DISTRIBUTIONS
Each Portfolio intends to distribute substantially all of its net investment
income, if any. Dividends from investment income of a Portfolio normally are
declared daily and reinvested monthly in additional shares of the Portfolio at
net asset value. Distributions of net realized capital gains from security
transactions normally are declared and paid in additional shares of the
Portfolio at the end of the fiscal year.
/diamond/ TAXES
Each Portfolio (except the Third Avenue Value and the Real Estate Securities
Portfolios, and they intend to qualify) has qualified and expects to continue
to qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended ("Code"). As qualified under Subchapter M, a
Portfolio is not subject to Federal income tax on that part of its investment
company taxable income that it distributes to its Policyowners. Taxable income
consists generally of net investment income, net gains from certain foreign
currency transactions, and net short-term capital gain, if any and any net
capital gain (the excess of net long-term capital gain over net short-term
capital loss). It is each Portfolio's intention to distribute all such income
and gains.
Shares of each Portfolio are offered only to the Separate Accounts, which are
insurance company separate accounts that fund the Policies and the Annuity
Contracts. Under the Code, an insurance company pays no tax with respect to
income of a qualifying separate account when the income is properly allocable
to the value of eligible variable annuity or variable life insurance contracts.
For a discussion of the taxation of life insurance companies and the Separate
Accounts, as well as the tax treatment of the Policies and Annuity Contracts
and the holders thereof, see "Federal Tax
55
<PAGE>
Matters" included in the respective prospectuses for the Policies and the
Annuity Contracts.
Section 817(h) of the Code and the regulations thereunder impose
"diversification" requirements on each Port-folio. Each Portfolio intends to
comply with the diversification requirements. These requirements are in
addition to the diversification requirements imposed on each Portfolio by
Subchapter M and the 1940 Act. The 817(h) requirements place certain
limitations on the assets of each separate account that may be invested in
securities of a single issuer. These limitations apply to each Portfolio's
assets that may be invested in securities of a single issuer. Specifically, the
regulations provide that, except as permitted by "safe harbor", described
below, as of the end of each calendar quarter or within 30 days thereafter, no
more than 55% of the Portfolio's total assets may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments, and no more than 90% by any four investments.
Section 817(h) provides, as a safe harbor, that a separate account will be
treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities, and
securities of other regulated investment companies. For purposes of section
817(h), all securities of the same issuer, all interests in the same real
property project, and all interests in the same commodity are treated as a
single investment. In addition, each U.S. Government agency or instrumentality
is treated as a separate issuer, while the securities of a particular foreign
government and its agencies, instrumentalities, and political subdivisions all
will be considered securities issued by the same issuer. Failure of a Portfolio
to satisfy the section 817(h) requirements would result in taxation of the
Separate Accounts, the insurance companies, the Policies and the Annuity
Contracts, and tax consequences to the holders thereof, other than as described
in the respective prospectuses for the Policies and the Annuity Contracts.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting a Portfolio and its Policyowners; see the
SAI for a more detailed discussion. Prospective investors are urged to consult
their tax advisors.
56
<PAGE>
APPENDIX A
BRIEF EXPLANATION OF RATING CATEGORIES
<TABLE>
<CAPTION>
BOND RATING EXPLANATION
------------- --------------------------------------------------------------------------------
<S> <C> <C>
STANDARD & POOR'S CORPORATION AAA Highest rating; extremely strong capacity to pay principal and interest.
AA High quality; very strong capacity to pay principal and interest.
A Strong capacity to pay principal and interest; somewhat more susceptible to
the adverse effects of changing circumstances and economic conditions.
BBB Adequate capacity to pay principal and interest; normally exhibit adequate
protection parameters, but adverse economic conditions or changing
circumstances more likely to lead to a weakened capacity to pay principal and
interest than for higher rated bonds.
BB,B, and Predominantly speculative with respect to the issuer's capacity to meet
CC,CC,C required interest and principal payments. BB - lowest degree of speculation;
C - the highest degree of speculation. Quality and protective characteristics
outweighed by large uncertainties or major risk exposure to adverse
conditions.
D In default.
PLUS (+) OR MINUS (-) - The ratings from "AA" to "BBB" may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
UNRATED - Indicates that no public rating has been requested, that there is insufficient information on which to base a rating,
or that S&P does not rate a particular type of obligation as a matter of policy.
MOODY'S INVESTORS SERVICE, INC. Aaa Highest quality, smallest degree of investment risk.
Aa High quality; together with Aaa bonds, they compose the high-grade bond
group.
A Upper-medium grade obligations; many favorable investment attributes.
Baa Medium-grade obligations; neither highly protected nor poorly secured. Inter-
est and principal appear adequate for the present but certain protective ele-
ments may be lacking or may be unreliable over any great length of time.
Ba More uncertain, with speculative elements. Protection of interest and principal
payments not well safeguarded during good and bad times.
B Lack characteristics of desirable investment; potentially low assurance of
timely interest and principal payments or maintenance of other contract terms
over time.
Caa Poor standing, may be in default; elements of danger with respect to principal
or interest payments.
Ca Speculative in a high degree; could be in default or have other marked short-
comings.
C Lowest-rated; extremely poor prospects of ever attaining investment
standing.
UNRATED - Where no rating has been assigned or where a rating has been suspended or withdrawn, it may be for reasons unrelated to
the quality of the issue.
</TABLE>
Should no rating be assigned, the reason may be one of the following:
1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not
published in Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.
A-1
<PAGE>
WRL SERIES FUND, INC.
OFFICE OF THE FUND:
WRL Series Fund, Inc.
201 Highland Avenue
Largo, Florida 33770-2597
(800) 851-9777
(813) 585-6565
<TABLE>
<S> <C>
INVESTMENT ADVISER: CUSTODIAN:
WRL Investment Management, Inc. Investors Bank & Trust Company
201 Highland Avenue 200 Clarendon Street
Largo, FL 33770-2597 16th Floor
Boston, MA 02116
</TABLE>
<TABLE>
<S> <C> <C>
DISTRIBUTOR: INDEPENDENT ACCOUNTANTS: TRANSFER AGENT:
InterSecurities, Inc. Price Waterhouse LLP WRL Investment Services, Inc.
201 Highland Avenue 1055 Broadway 201 Highland Avenue
Largo, FL 33770-2597 Kansas City, MO 64105 Largo, FL 33770-2597
</TABLE>
SUB-ADVISERS:
JANUS CAPITAL CORPORATION
100 Fillmore Street
Denver, CO 80206
LUTHER KING CAPITAL MANAGEMENT CORPORATION
301 Commerce Street
Fort Worth, TX 76102
FEDERATED INVESTMENT COUNSELING
Federated Investors Tower
Pittsburgh, PA 15222-3779
C.A.S.E. MANAGEMENT, INC.
5355 Town Center Road
Suite 702
Boca Raton, FL 33486
J.P. MORGAN INVESTMENT MANAGEMENT INC.
522 Fifth Avenue
New York, NY 10036
MERIDIAN INVESTMENT MANAGEMENT CORPORATION
12835 East Arapahoe Road
Tower II, Penthouse
Englewood, CO 80112
EQSF ADVISERS, INC.
767 Third Avenue
New York, NY 10017-2023
AEGON USA INVESTMENT MANAGEMENT, INC.
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499
DEAN INVESTMENT ASSOCIATES
2480 Kettering Tower
Dayton, OH 45423-2480
FRED ALGER MANAGEMENT, INC.
75 Maiden Lane
New York, NY 10038
VAN KAMPEN AMERICAN CAPITAL ASSET
MANAGEMENT, INC.
One Parkview Plaza
Oakbrook Terrace, IL 60181
NWQ INVESTMENT MANAGEMENT COMPANY, INC.
2049 Century Park East
4th Floor
Los Angeles, CA 90067
GE INVESTMENT MANAGEMENT INCORPORATED
3003 Summer Street
Stamford, CT 06905
SCOTTISH EQUITABLE INVESTMENT MANAGEMENT LIMITED
Edinburgh Park
Edinburgh EH12 9SE, Scotland
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE
AN OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES OR
AN OFFER TO ANY PERSON IN ANY STATE OR JURISDICTION OF THE UNITED STATES OR ANY
COUNTRY
WHERE SUCH OFFER WOULD BE UNLAWFUL.
<PAGE>
WRL SERIES FUND, INC.
AGGRESSIVE GROWTH PORTFOLIO
EMERGING GROWTH PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
GLOBAL PORTFOLIO
GROWTH PORTFOLIO
THIRD AVENUE VALUE PORTFOLIO
C.A.S.E. GROWTH PORTFOLIO
U.S. EQUITY PORTFOLIO
VALUE EQUITY PORTFOLIO
GLOBAL SECTOR PORTFOLIO
TACTICAL ASSET ALLOCATION PORTFOLIO
STRATEGIC TOTAL RETURN PORTFOLIO
REAL ESTATE SECURITIES PORTFOLIO
GROWTH & INCOME PORTFOLIO
BALANCED PORTFOLIO
BOND PORTFOLIO
MONEY MARKET PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus but supplements
and should be read in conjunction with the WRL Series Fund, Inc. (the "Fund")
Prospectus. A copy of the Prospectus may be obtained from the Fund by writing
the Fund at 201 Highland Avenue, Largo, Florida 33770-2597 or by calling the
Fund at (800) 851-9777.
Investment Adviser:
WRL INVESTMENT MANAGEMENT, INC.
Sub-Advisers:
FRED ALGER MANAGEMENT, INC.
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
SCOTTISH EQUITABLE INVESTMENT MANAGEMENT LIMITED
GE INVESTMENT MANAGEMENT INCORPORATED
JANUS CAPITAL CORPORATION
EQSF ADVISERS, INC.
C.A.S.E. MANAGEMENT, INC.
NWQ INVESTMENT MANAGEMENT COMPANY, INC.
MERIDIAN INVESTMENT MANAGEMENT CORPORATION
DEAN INVESTMENT ASSOCIATES
LUTHER KING CAPITAL MANAGEMENT CORPORATION
J.P. MORGAN INVESTMENT MANAGEMENT, INC.
FEDERATED INVESTMENT COUNSELING
AEGON USA INVESTMENT MANAGEMENT, INC.
The date of the Prospectus to which this Statement of Additional Information
relates and the date of this Statement of Additional Information is May 1,
1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page in this Statement Cross-Reference
of to
Additional Information Page in Prospectus
------------------------ -------------------
<S> <C> <C>
INVESTMENT OBJECTIVES AND POLICIES 1 9 - 12
Investment Restrictions 1 30
Aggressive Growth Portfolio 1 15
Emerging Growth Portfolio 2 16
International Equity Portfolio 3 17
Global Portfolio 4 18
Third Avenue Value Portfolio 5 19
Growth, C.A.S.E. Growth and Bond Portfolios 6 19, 21 & 29
U.S. Equity Portfolio 7 22
Value Equity Portfolio 8 23
Global Sector Portfolio 9 24
Tactical Asset Allocation Portfolio 10 25
Strategic Total Return Portfolio 11 26
Real Estate Securities Portfolio 12 26
Growth & Income Portfolio 13 27
Balanced Portfolio 14 28
Money Market Portfolio 15 29
Investment Policies 16 30
Lending 16 32
Borrowing 17 32
Foreign Securities 17 37
Investment Funds (International Equity Portfolio) 18 N/A
Repurchase and Reverse Repurchase
Agreements 18 36
U.S. Government Securities 18 37
Non-Investment Grade Debt Securities 18 42
Convertible Securities 19 35
Investments in Futures, Options and Other
Derivative Instruments 19 39
Zero Coupon, Pay-In-Kind and Step Coupon
Securities 29 42
Warrants and Rights 29 43
Mortgage-Backed Securities 30 41
Asset-Backed Securities 30 41
Pass-Through Securities 30 41
Other Income Producing Securities 31 N/A
Illiquid and Restricted/144A Securities 31 39
Other Investment Companies 32 33
Quality and Diversification Requirements (Money
Market Portfolio) 32 N/A
Bank and Thrift Obligations 32 37
</TABLE>
i
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page in this Statement Cross-Reference
of to
Additional Information Page in Prospectus
------------------------ -------------------
<S> <C> <C>
Management of the Fund 34 44
Directors and Officers 34 44
The Investment Adviser 36 44
The Sub-Advisers 39 47
Portfolio Transactions and Brokerage 42 53
Portfolio Turnover 42 31
Placement of Portfolio Brokerage 43 53
Purchase and Redemption of Shares 45 53
Determination of Offering Price 45 54
Net Asset Valuation 45 54
Calculation of Performance Related Information 46 12
Total Return 46 12
Yield Quotations 46 13
Yield Quotations - Money Market Portfolio 46 13
Taxes 47 55
Capital Stock of the Fund 49 54
Registration Statement 49 N/A
Financial Statements 49 55
Other Information 49 53
Appendix A - Description of Portfolio Securities A-1 33
</TABLE>
ii
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the Aggressive Growth Portfolio, Emerging Growth
Portfolio, International Equity Portfolio, Global Portfolio, Growth Portfolio,
Third Avenue Value Portfolio, C.A.S.E. Growth Portfolio, U.S. Equity Portfolio,
Value Equity Portfolio, Global Sector Portfolio, Tactical Asset Allocation
Portfolio, Strategic Total Return Portfolio, Real Estate Securities Portfolio,
Growth & Income Portfolio, Balanced Portfolio, Bond Portfolio and Money Market
Portfolio (a "Portfolio" or collectively, the "Portfolios") of the Fund are
described in the Portfolios' Prospectus. Shares of the Portfolios are sold only
to the separate accounts of Western Reserve Life Assurance Co. of Ohio ("WRL")
and to separate accounts of certain of its affiliated life insurance companies
(collectively, the "Separate Accounts") to fund the benefits under certain
variable life insurance policies (the "Policies") and variable annuity
contracts (the "Annuity Contracts").
As indicated in the Prospectus, each Portfolio's investment objective and,
unless otherwise noted, their investment policies and techniques may be changed
by the Board of Directors of the Fund without approval of shareholders or
holders of the Policies or Annuity Contracts (collectively, "Policyowners"). A
change in the investment objective or policies of a Portfolio may result in the
Portfolio having an investment objective or policies different from those which
a Policyowner deemed appropriate at the time of investment.
As indicated in the Prospectus, each Portfolio is subject to certain
fundamental policies and restrictions which may not be changed without the
approval of the holders of a majority of the outstanding voting securities of
the Portfolio. "Majority" for this purpose and under the Investment Company Act
of 1940, as amended (the "1940 Act") means the lesser of (i) 67% of the
outstanding voting securities represented at a meeting at which more than 50%
of the outstanding voting securities of a Portfolio are represented or (ii)
more than 50% of the outstanding voting securities of a Portfolio. A complete
statement of all such fundamental policies is set forth below. State insurance
laws and regulations may impose additional limitations on the Fund's
investments, including the Fund's ability to borrow, lend and use options,
futures and other derivative instruments. In addition, such laws and
regulations may require that a Portfolio's investments meet additional
diversification or other requirements.
INVESTMENT RESTRICTIONS
/diamond/ AGGRESSIVE GROWTH PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of any one class of securities of
such issuer.
2. Purchase any securities that would cause more than 25% of the value of
the Portfolio's total assets to be invested in the securities of issuers
conducting their principal business activities in the same industry; provided
that there shall be no limit on the purchase of U.S. Government securities.
3. Invest in commodities except that the Portfolio may purchase or sell
stock index futures contracts and related options thereon if thereafter no more
than 5% of its total assets are invested in aggregate initial margin and
premiums.
4. Purchase or sell real estate or real estate limited partnerships,
except that the Portfolio may purchase and sell securities secured by real
estate, mortgages or interests therein and securities that are issued by
companies that invest or deal in real estate.
5. Make loans to others, except through purchasing qualified debt
obligations, lending portfolio securities or entering into repurchase
agreements.
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except that the Portfolio may borrow from banks for
investment purposes as set forth in the Prospectus. Immediately after any
borrowing, including reverse repurchase agreements, the Portfolio will maintain
asset coverage of not less than 300% with respect to all borrowings.
8. Issue senior securities, except that the Portfolio may borrow from
banks for investment purposes so long as the Portfolio maintains the required
coverage.
1
<PAGE>
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short or purchase securities on
margin, except that the Portfolio may obtain any short-term credit necessary
for the clearance of purchases and sales of securities. These restrictions
shall not apply to transactions involving selling securities "short against the
box."
(B) The Portfolio may not invest in securities of other investment
companies, except as it may be acquired as part of a merger, consolidation,
reorganization, acquisition of assets or offer of exchange.
(C) The Portfolio may not pledge, hypothecate, mortgage or otherwise
encumber more than 10% of the value of the Portfolio's total assets except as
noted in (E) below. These restrictions shall not apply to transactions
involving reverse repurchase agreements or the purchase of securities subject
to firm commitment agreements or on a when-issued basis.
(D) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any other securities
as to which the Board of Directors has made a determination as to liquidity, as
permitted under the 1940 Act.
(E) The Portfolio may not invest in companies for the purpose of
exercising control or management.
/diamond/ EMERGING GROWTH
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of any one class of securities of
such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from investing in securities or other instruments backed by physical
commodities).
4. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate,
including mortgage-backed securities, or securities of companies engaged in the
real estate business).
5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or repurchase
agreements).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 25% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in total assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short, provided that margin payments and other deposits in connection with
transactions in options, futures contracts and options on futures contracts
shall not be deemed to constitute selling securities short.
(B) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions and that margin payments and other deposits in connection with
transactions in options, futures contracts and options on futures contracts
shall not be deemed to constitute purchasing securities on margin.
(C) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market
2
<PAGE>
where no commission except the ordinary broker's commission is paid, or (ii)
purchase or retain securities issued by other open-end investment companies.
Limitations (i) and (ii) do not apply to money market funds or to securities
received as dividends, through offers of exchange, or as a result of a
consolidation, merger or other reorganization.
(D) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply in the
case of assets deposited to provide margin or guarantee positions in options,
futures contracts and options on futures contracts or the segregation of assets
in connection with such contracts.
(E) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any other securities
as to which the Board of Directors has made a determination as to liquidity, as
permitted under the 1940 Act.
(F) The Portfolio may not invest in companies for the purpose of
exercising control or management.
(G) The Portfolio may not invest in securities of foreign issuers
denominated in foreign currency and not publicly traded in the United States if
at the time of acquisition more than 20% of the Portfolio's total assets would
be invested in such securities.
/diamond/ INTERNATIONAL EQUITY PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of any one class of securities of
such issuer. All securities of a foreign government and its agencies will be
treated as a single issuer for purposes of this restriction.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances. For
purposes of this restriction, (a) the government of a country, other than the
United States, will be viewed as one industry; and (b) all supranational
organizations together will be viewed as one industry.
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall not
prevent the Portfolio from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments backed
by physical commodities).
4. Invest directly in real estate or interests in real estate; however,
the Portfolio may own securities or other instruments backed by real estate,
including mortgage-backed securities, or debt or equity securities issued by
companies engaged in those businesses.
5. Lend any security or make any other loan if, as a result, more than
30% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 331/3% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 331/3% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 331/3%
limitation. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to margin or guarantee positions in futures, options, swaps
or forward contracts, or the segregation of assets in connection with such
contracts.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not (i) enter into any futures contracts or options
on futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Trading Commission regulations if the
aggregate initial margin deposits and
3
<PAGE>
premiums required to establish positions in futures contracts and related
options that do not fall within the definition of bona fide hedging
transactions would exceed 5% of the fair market value of the Portfolio's net
assets, after taking into account unrealized profits and losses on such
contracts it has entered into and (ii) enter into any futures contracts or
options on futures contracts if the aggregate amount of the Portfolio's
commitments under outstanding futures contracts positions and options on
futures contracts would exceed the market value of its total assets.
(B) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short and provided that transactions in options, swaps and forward futures
contracts are not deemed to constitute selling securities short.
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, provided that margin payments and other deposits in connection
with transactions in options, futures, swaps and forward contracts shall not be
deemed to constitute purchasing securities on margin.
(D) The Portfolio may not purchase securities of other investment
companies, other than a security acquired in connection with a merger,
consolidation, acquisition, reorganization or offer of exchange and except as
otherwise permitted under the 1940 Act. Investments by the Portfolio in GEI
Short-Term Investment Fund, a private investment fund advised by GE Investment
Management Incorporated ("GEIM"), created specifically to serve as a vehicle
for the collective investment of cash balances of the Portfolio and other
accounts advised by GEIM or General Electric Investment Corporation ("GEIC"),
are not subject to this restriction, pursuant to and in accordance with
necessary regulatory approvals.
(E) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to margin or guarantee
positions in futures, options, swaps or forward contracts or the segregation of
assets in connection with such contracts.
(F) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any other securities
as to which a determination as to liquidity has been made pursuant to
guidelines adopted by the Board of Directors, as permitted under the 1940 Act.
(G) The Portfolio may not invest in companies for the purpose of
exercising control or management.
With respect to investment restriction 2. above, the Portfolio may use the
industry classifications reflected by the S&P 500 Composite Stock Index, if
applicable at the time of determination. For all other Portfolio holdings, the
Portfolio may use the Directory of Companies Required to File Annual Reports
with the Securities and Exchange Commission ("SEC") and Bloomberg Inc. In
addition, the Portfolio may select its own industry classifications, provided
such classifications are reasonable.
/diamond/ GLOBAL PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. (a) With respect to 75% of the Portfolio's assets, invest in the
securities (other than Government securities as defined in the 1940 Act) of any
one issuer if immediately thereafter, more than 5% of the Portfolio's total
assets would be invested in securities of that issuer; or (b) with respect to
100% of the Portfolio's assets, own more than either (i) 10% in principal
amount of the outstanding debt securities of an issuer, or (ii) 10% of the
outstanding voting securities of an issuer, except that such restrictions shall
not apply to Government securities, bank money market instruments or bank
repurchase agreements.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall not
prevent the Portfolio from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments backed
by physical commodities).
4. Invest directly in real estate or interests in real estate; however,
the Portfolio may own debt or equity securities issued by companies engaged in
those businesses.
5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).
4
<PAGE>
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 25% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to margin or guarantee positions in futures, options, swaps
or forward contracts, or the segregation of assets in connection with such
contracts.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Directors of the
Fund without shareholder or Policyowner approval:
(A) The Portfolio may not (i) enter into any futures contracts or options
on futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Trading Commission regulations if the
aggregate initial margin deposits and premiums required to establish positions
in futures contracts and related options that do not fall within the definition
of bona fide hedging transactions would exceed 5% of the fair market value of
the Portfolio's net assets, after taking into account unrealized profits and
losses on such contracts it has entered into and (ii) enter into any futures
contracts or options on futures contracts if the aggregate amount of the
Portfolio's commitments under outstanding futures contracts positions and
options on futures contracts would exceed the market value of its total assets.
(B) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short and provided that transactions in options, swaps and forward futures
contracts are not deemed to constitute selling securities short.
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, provided that margin payments and other deposits in connection
with transactions in options, futures, swaps and forward contracts shall not be
deemed to constitute purchasing securities on margin.
(D) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies.
Limitations (i) and (ii) do not apply to money market funds or to securities
received as dividends, through offers of exchange, or as a result of a
consolidation, merger or other reorganization.
(E) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to margin or guarantee
positions in futures, options, swaps or forward contracts or the segregation of
assets in connection with such contracts.
(F) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any other securities
as to which the Board of Directors has made a determination as to liquidity, as
permitted under the 1940 Act.
(G) The Portfolio may not invest in companies for the purpose of
exercising control or management.
/diamond/ THIRD AVENUE VALUE PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. Act as underwriter of securities issued by other persons, except to
the extent that, in connection with the disposition of portfolio securities, it
may technically be deemed to be an underwriter under certain securities laws.
2. Invest 25% or more of the value of its total assets in the securities
of issuers (other than Government securities) which are determined to be
engaged in the same industry or similar trades or businesses or related trades
or businesses.
3. Invest in interests in oil, gas, or other mineral exploration or
development programs, although it may invest in the marketable securities of
companies which invest in or sponsor such programs.
4. Buy or sell commodities or commodity contracts or future contracts
(other than gold or foreign currencies unless acquired as a result of ownership
of securities).
5. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses.
5
<PAGE>
6. Borrow money or pledge, mortgage or hypothecate any of its assets
except that the Portfolio may borrow on a secured or unsecured basis as a
temporary measure for extraordinary or emergency purposes. Such temporary
borrowing may not exceed 5% of the value of the Portfolio's total assets when
the borrowing is made.
7. Issue any senior security except as permitted by the 1940 Act.
8. Lend any security or make any other loan if, as a result, more than
331/3% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not make short sales of securities or maintain a
short position.
(B) The Portfolio may not participate on a joint or joint and several
basis in any trading account in securities.
(C) The Portfolio may not invest in securities of other investment
companies if the Portfolio, after such purchase or acquisition owns, in the
aggregate, (i) more than 3% of the total outstanding voting stock of the
acquired company; (ii) securities issued by the acquired company having an
aggregate value in excess of 5% of the value of the total assets of the
Portfolio, or (iii) securities issued by the acquired company and all other
investment companies (other than treasury stock of the Portfolio) having an
aggregate value in excess of 10% of the value of the total assets of the
Portfolio.
/diamond/ GROWTH PORTFOLIO, C.A.S.E. GROWTH PORTFOLIO AND BOND PORTFOLIO
A Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than cash items and "Government securities"
as defined in the 1940 Act) if immediately after and as a result of such
purchase (a) the value of the holdings of the Portfolio in the securities of
such issuer exceeds 5% of the value of the Portfolio's total assets, or (b) the
Portfolio owns more than 10% of the outstanding voting securities of any one
class of securities of such issuer.
2. Invest more than 25% (15% for C.A.S.E. Growth Portfolio) of the value
of the Portfolio's assets in any particular industry (other than Government
securities).
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this restriction
shall not prevent the Portfolio from purchasing or selling options, futures
contracts, caps, floors and other derivative instruments, engaging in swap
transactions or investing in securities or other instruments backed by physical
commodities).
4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses.
5. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of portfolio securities of the Portfolio.
6. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 25% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
restriction. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to provide margin or guarantee positions in connection with
transactions in options, future contracts, swaps, forward contracts, or other
derivative instruments or the segregation of assets in connection with such
transactions.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolios have adopted the following non-fundamental
investment restrictions which may be changed by the Board of Directors of the
Fund without shareholder or Policyowners approval:
(A) A Portfolio may not, as a matter of non-fundamental policy: (i) enter into
any futures contracts or options on futures contracts for purposes other than
bona fide hedging transactions within the meaning of Commodity Futures Trading
Commission regulations if the aggregate initial margin deposits and premiums
required to establish positions in futures contracts and related options that
do not fall within the definition of bona fide hedging transactions would
exceed 5% of the fair market value of the Portfolio's net assets, after taking
into account unrealized profits and losses on such contracts it has entered
into and (ii) enter into any futures
6
<PAGE>
contracts or options on futures contracts if the aggregate amount of the
Portfolio's commitments under outstanding futures contracts positions and
options on futures contracts would exceed the market value of its total assets.
(B) A Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to provide margin or
guarantee positions in options, futures contracts, swaps, forward contracts or
other derivative instruments or the segregation of assets in connection with
such transactions.
(C) A Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in options, futures contracts, swaps,
forward contracts and other derivative instruments are not deemed to constitute
selling securities short.
(D) A Portfolio may not purchase securities on margin, except that a
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits made in
connection with transactions in options, futures contracts, swaps, forward
contracts, and other derivative instruments shall not be deemed to constitute
purchasing securities on margin.
(E) A Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any securities for
which the Board of Directors or the Sub-Adviser has made a determination of
liquidity, as permitted under the 1940 Act.
(F) A Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Restrictions (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers to
exchange, or as a result of reorganization, consolidation, or merger. If the
Portfolio invests in a money market fund, the Investment Adviser will reduce
its advisory fee by the amount of any investment advisory or administrative
service fees paid to the investment manager of the money market fund.
(G) A Portfolio may not invest more than 25% of its net assets at the
time of purchase in the securities of foreign issuers and obligors.
(H) A Portfolio may not invest in companies for the purpose of exercising
control or management.
/diamond/ U.S. EQUITY PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of any one class of securities of
such issuer. All securities of a foreign government and its agencies will be
treated as a single issuer for purposes of this restriction.
2. Purchase any security that would cause more than 25% of the value of
the Portfolio's total assets to be invested in the securities of issuers
conducting their principal business activities in the same industry; provided
that there shall be no limit on the purchase of U.S. Government securities (as
defined in the 1940 Act). For purposes of this restriction, (a) the government
of a country, other than the United States, will be viewed as one industry; and
(b) all supranational organizations together will be viewed as one industry.
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from purchasing or selling options, futures, swaps and forward
contracts or from investing in securities or other instruments backed by
physical commodities).
4. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real-estate,
including mortgage-backed securities, or securities of companies engaged in the
real estate business).
5. Lend any security or make any other loan if, as a result, more than
30% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or repurchase
agreements).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money or issue senior securities (as defined in the 1940 Act),
except that the Portfolio may borrow money from banks for temporary or
emergency purposes (not for leveraging or investment) in an aggregate amount
not exceeding 331/3% of the value of its
7
<PAGE>
total assets (including the amount borrowed) less liabilities (other than
borrowings) at the time the borrowing is made. Whenever borrowings, including
reverse repurchase agreements, of 5% or more of the Portfolio's total assets
are outstanding, the Portfolio will not purchase securities.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount of the securities
sold short.
(B) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for clearance of
transactions. (For purposes of this restriction, the deposit or payment of
initial or variation margin in connection with futures contracts, financial
futures contracts or related options, and options on securities, options on
securities indexes and options on currencies will not be deemed to be a
purchase of securities on margin by the Portfolio.)
(C) The Portfolio may not purchase securities of other investment
companies, other than a security acquired in connection with a merger,
consolidation, acquisition, reorganization or offer of exchange and except as
otherwise permitted under the 1940 Act. Investments by the Portfolio in GEI
Short-Term Investment Fund, a private investment fund advised by GEIM, created
specifically to serve as a vehicle for the collective investment of cash
balances of the Portfolio and other accounts advised by GEIM or GEIC are not
subject to this restriction, pursuant to and in accordance with necessary
regulatory approvals.
(D) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. For purposes of this restriction, illiquid securities are
securities that cannot be disposed of by the Portfolio within seven days in the
ordinary course of business at approximately the amount at which the Portfolio
has valued the securities. This Restriction does not include securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 or
any other securities as to which a determination as to liquidity has been made
pursuant to guidelines adopted by the Board of Directors, as permitted under
the 1940 Act.
(E) The Portfolio may not purchase restricted securities if more than 10%
of the total assets of the Portfolio would be invested in restricted
securities. Restricted securities are securities that are subject to
contractual or legal restrictions on transfer, excluding for purposes of this
restriction, restricted securities that are eligible for resale pursuant the
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A
Securities), that have been determined to be liquid under guidelines
established by the Fund's Board of Directors. In no event, will the Portfolio's
investment in illiquid and non-publicly traded securities, in the aggregate,
exceed 15% of its net assets.
(F) The Portfolio may not invest in companies for the purpose of
exercising control or management, except to the extent that exercise by the
Fund of its rights under agreements related to Portfolio securities would be
deemed to constitute such control.
(G) The Portfolio may not purchase or sell put options, call options,
spreads or combinations of put options, call options and spreads, except that
the Portfolio may purchase and sell covered put and call options on securities
and stock indexes, and futures contracts and options on futures contracts.
With respect to investment restriction 2. above, the Portfolio may use the
industry classifications reflected by the S&P 500 Composite Stock Index, if
applicable at the time of determination. For all other Portfolio holdings, the
Portfolio may use the Directory of Companies Required to File Annual Reports
with the SEC and Bloomberg Inc. In addition, the Portfolio may select its own
industry classifications, provided such classifications are reasonable.
/diamond/ VALUE EQUITY PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Make loans except (i) by purchasing debt securities in accordance with
its investment objectives and
8
<PAGE>
policies or by entering into repurchase agreements or (ii) by lending the
Portfolio securities to banks, brokers, dealers and other financial
institutions so long as such loans are not inconsistent with the 1940 Act or
the rules and regulations or interpretations of the SEC thereunder.
4. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments.
5. Purchase or sell real estate or real estate limited partnerships (but
this shall not prevent the Portfolio from investing in securities or other
instruments backed by real estate, including mortgage-backed securities, or
securities of companies engaged in the real estate business).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except from banks for temporary or emergency purposes
(not for leveraging or investment) in an amount exceeding 10% of the value of
the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 10% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 10%
limitation. The Portfolio may not purchase additional securities when
borrowings exceed 5% of total assets.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not purchase on margin or sell short.
(B) The Portfolio may not invest more than an aggregate of 15% of the net
assets of the Portfolio, determined at the time of investment, in illiquid
securities, subject to legal or contractual restrictions on resale or
securities for which there are no readily available markets.
(C) The Portfolio may not invest in companies for the purpose of
exercising control or management.
(D) The Portfolio may not pledge, mortgage or hypothecate any of its
assets to an extent greater than 10% of its total assets at fair market value.
(E) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization.
/diamond/ GLOBAL SECTOR PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to seventy-five percent (75%) of the Portfolio's total
assets, purchase the securities of any one issuer, except cash items and
"government securities" as defined under the 1940 Act, if the purchase would
cause the Portfolio to have more than 5% of the value of its total assets
invested in the securities of such issuer or to own more than 10% of the
outstanding voting securities of such issuer.
2. Borrow money from banks or issue senior securities (as defined in the
1940 Act), except that the Portfolio may borrow money from banks for temporary
or emergency purposes (not for leveraging or investment) and may enter into
reverse repurchase agreements in an aggregate amount not exceeding 331/3% of
the value of its total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that come to exceed 331/3% of the value
of the Portfolio's total assets by reason of a decline in net assets will be
reduced within three business days to the extent necessary to comply with the
331/3% limitation. This restriction shall not prohibit deposits of assets to
margin or guarantee positions in futures, options, swaps or forward contracts,
or the segregation of assets in connection with such contracts.
3. Invest directly in real estate or interests in real estate; however,
the Portfolio may own debt or equity securities issued by companies engaged in
those businesses.
4. Purchase or sell physical commodities other than gold or foreign
currencies unless acquired as a result of ownership of securities (but this
shall not prevent the Portfolio from purchasing or selling options, futures,
swaps and forward contracts or from investing in securities or other
instruments backed by physical commodities).
5. Lend any security or make any other loan if, as a result, more than
331/3% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).
9
<PAGE>
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of portfolio securities of the Portfolio.
7. Invest more than 25% of the value of its total assets in any
particular industry (other than government securities).
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio will not (i) enter into any futures contracts or
options on futures contracts if immediately thereafter the aggregate margin
deposits on all outstanding futures contracts positions held by the Portfolio
and premiums paid on outstanding options on futures contracts, after taking
into account unrealized profits and losses, would exceed 5% of the market value
of the total assets of the Portfolio, or (ii) enter into any futures contracts
if the aggregate net amount of the Portfolio's commitments under outstanding
futures contracts positions of the Portfolio would exceed the market value of
the total assets of the Portfolio.
(B) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short without the payment of any additional consideration therefor, and
provided that transactions in options, swaps and forward futures contracts are
not deemed to constitute selling securities short.
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits in
connection with transactions in options, futures, swaps and forward contracts
shall not be deemed to constitute purchasing securities on margin.
(D) The Portfolio may not (i) purchase securities of closed-end
investment companies, except in the open market where no commission except the
ordinary broker's commission is paid, or (ii) purchase or retain securities
issued by other open-end investment companies. Limitations (i) and (ii) do not
apply to money market funds, funds that are the only practical means, or one of
the few practical means, of investing in a particular emerging country, or to
securities received as dividends, through offers of exchange, or as a result of
a reorganization, consolidation, or merger.
(E) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net asset value, provided that this limitation does not apply to
reverse repurchase agreements or in the case of assets deposited to margin or
guarantee positions in futures, options, swaps or forward contracts or placed
in a segregated account in connection with such contracts.
(F) The Portfolio may not purchase any security or enter into a
repurchase agreement if, as a result, more than 15% of its net assets would be
invested in any combination of: (i) repurchase agreements not entitling the
holder to payment of principal and interest within seven days, and (ii)
securities that are illiquid by virtue of legal or contractual restrictions on
resale or the absence of a readily available market. The Board of Directors, or
the Portfolio's Sub-Adviser acting pursuant to authority delegated by the Board
of Directors, may determine that a readily available market exists for
securities eligible for resale pursuant to Rule 144A under the Securities Act
of 1933 Act, or any successor to such rule. According to the determination,
such securities would not be subject to the foregoing limitation.
(G) The Portfolio may not invest in companies for the purpose of
exercising control or management, except to the extent that exercise by the
Fund of its rights under agreements related to Portfolio securities would be
deemed to constitute such control.
With respect to investment restriction (F) above, the Fund's Board of Directors
has delegated to the Sub-Adviser the authority to determine that a liquid
market exists for securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933, or any successor to such rule and that such
securities are not subject to such restriction. Under guidelines established by
the Board of Directors, the Sub-Adviser will consider the following factors,
among others, in making this determination: (1) the frequency of trades and
quotes for the security; (2) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; (3) the willingness
of dealers to undertake to make a market in the security; and (4) the nature of
the security and the nature of marketplace trades (E.G., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer).
/diamond/ TACTICAL ASSET ALLOCATION PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase
10
<PAGE>
(a) the value of the holdings of the Portfolio in the securities of such issuer
exceeds 5% of the value of the Portfolio's total assets, or (b) the Portfolio
owns more than 10% of the outstanding voting securities of such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments.
4. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate,
including mortgage-backed securities, or securities of companies engaged in the
real estate business).
5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper or debt securities).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in excess of 25% of the value of the Portfolio's
total assets (including the amount borrowed) less liabilities (other than
borrowings). Any borrowings that exceed 25% of the value of the Portfolio's
total assets by reason of a decline in net assets will be reduced within three
business days to the extent necessary to comply with the 25% limitation.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short.
(B) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions.
(C) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization.
(D) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets.
(E) The Portfolio may not invest in companies for the purpose of
exercising control or management.
(F) The Portfolio may not invest in securities of foreign issuers
denominated in foreign currency and not publicly traded in the United States if
at the time of acquisition more than 25% of the Portfolio's total assets would
be invested in such securities. (SEE "Foreign Securities," p. 17.)
/diamond/ STRATEGIC TOTAL RETURN PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services, for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from investing in securities or other instruments backed by physical
commodities).
11
<PAGE>
4. Purchase or sell real estate (but this shall not prevent the
Portfolio from investing in securities or other instruments backed by real
estate, including mortgage-backed securities, or securities of companies
engaged in the real estate business).
5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper or debt securities).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 25% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short, and provided that margin payments and other deposits in connection
with transactions in options, swaps and forward futures contracts are not
deemed to constitute selling securities short.
(B) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and that margin payments and other deposits in connection with
transactions in options, futures, swaps and forward contracts shall not be
deemed to constitute purchasing securities on margin.
(C) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies.
Limitations (i) and (ii) do not apply to money market funds or to securities
received as dividends, through offers of exchange, or as a result of a
consolidation, merger or other reorganization.
(D) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply in the
case of assets deposited to margin or guarantee positions in options, futures
contracts and options on futures contracts or placed in a segregated account in
connection with such contracts.
(E) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 Act or any other
securities as to which the Board of Directors has made a determination as to
liquidity, as permitted under the 1940 Act.
(F) The Portfolio may not invest in companies for the purpose of
exercising control or management.
(G) The Portfolio may not invest in securities of foreign issuers
denominated in foreign currency and not publicly traded in the United States if
at the time of acquisition more than 10% of the Portfolio's total assets would
be invested in such securities.
/diamond/ REAL ESTATE SECURITIES PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. Invest less than 25% of its assets in securities of issuers primarily
engaged in the real estate industry. The Portfolio will not invest more than
25% of its assets in the securities of issuers primarily engaged in any other
single industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities.
2. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall not
prevent the Portfolio from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments backed
by physical commodities).
3. Invest directly in real estate or interests in real estate; however,
the Portfolio may own securities or other instruments backed by real estate,
including mortgage-backed securities, or debt or equity securities issued by
companies engaged in those businesses and the Portfolio may hold and sell real
estate acquired by the Portfolio as a result of the ownership of securities.
4. Make loans, except that the Portfolio (i) may lend portfolio
securities with a value not exceeding one-third of the Portfolio's total
assets, (ii) enter into repurchase agreements, and (iii) purchase all or a
portion of an issue of debt obligations (including privately issued debt
obligations), loan participation interests, bank certificates
12
<PAGE>
of deposit, bankers' acceptances, debentures or other securities, whether or
not the purchase is made upon the original issuance of the securities.
5. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
6. Borrow money except for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 331/3% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 331/3% of the value of the
Portfolio's total assets by reason of the decline in net assets will be reduced
within three business days to the extent necessary to comply with the 331/3%
limitation. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to margin or guarantee positions in futures, options, swaps
or forward contracts, or the segregation of assets in connection with such
contracts.
7. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not (i) enter into any futures contracts or options
on futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Trading Commission regulations if the
aggregate initial margin deposits and premiums required to establish positions
in futures contracts and related options that do not fall within the definition
of bona fide hedging transactions would exceed 5% of the fair market value of
the Portfolio's net assets, after taking into account unrealized profits and
losses on such contracts it has entered into and (ii) enter into any futures
contracts or options on futures contracts if the aggregate amount of the
Portfolio's commitments under outstanding futures contracts positions and
options on futures contracts would exceed the market value of its total assets.
(B) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short and provided that transactions in options, futures contracts, swaps,
forward contracts and other derivative instruments are not deemed to constitute
selling securities short.
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, provided that margin payments and other deposits in connection
with transactions in options, futures contracts, swaps and forward contracts
and other derivative instruments shall not be deemed to constitute purchasing
securities on margin.
(D) The Portfolio may not purchase securities of other investment
companies, other than a security acquired in connection with a merger,
consolidation, acquisition, reorganization or offer of exchange and except as
otherwise permitted under the 1940 Act.
(E) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any other securities
as to which a determination as to liquidity has been made pursuant to
guidelines adopted by the Board of Directors, as permitted under the 1940 Act.
(F) The Portfolio may not invest in companies for the purpose of
exercising control or management.
/diamond/ GROWTH & INCOME PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of any one class of securities of
such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services, for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell commodities. However, the Portfolio may purchase put
options on portfolio securities and on financial futures contracts. In
addition, the Portfolio reserves the right to hedge the Portfolio by entering
into financial futures contracts and to sell calls on financial futures
contracts.
4. Purchase or sell real estate, although it may invest in the securities
of companies whose business
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involves the purchase or sale of real estate or in securities which are secured
by real estate or interests in real estate.
5. Lend any of its assets except portfolio securities up to one-third of
the value of its total assets. This shall not prevent the purchase or holding
of corporate bonds, debentures, notes, certificates of indebtedness or other
debt securities of an issuer, repurchase agreements, or other transactions
which are permitted by the Portfolio's investment objective and policies.
6. Underwrite any issue of securities, except as it may be deemed to be
an underwriter under the 1933 Act in connection with the sale of restricted
securities which the Portfolio may purchase pursuant to its investment
objective and policies.
7. Borrow money or engage in reverse repurchase agreements for investment
leverage, but rather as a temporary, extraordinary, or emergency measure to
facilitate management of the Portfolio by enabling the Portfolio to meet
redemption requests when the liquidation of portfolio securities is deemed to
be inconvenient or disadvantageous. The Portfolio will not purchase any
securities while any borrowings are outstanding. However, during the period any
reverse repurchase agreements are outstanding, but only to the extent necessary
to assure completion of the reverse repurchase agreements, the Portfolio will
restrict the purchase of portfolio instruments to money market instruments
maturing on or before the expiration date of the reverse repurchase agreements.
8. Issue senior securities, except that the Portfolio may borrow money
and engage in reverse repurchase agreements in amounts up to one-third of the
value of its net assets, including the amounts borrowed.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio will not sell securities short unless: (i) during the
time the short position is open, it owns an equal amount of the securities sold
or securities readily and freely convertible into or exchangeable, without
payment of additional consideration, for securities of the same issue as, and
equal in amount to, the securities sold short; and (ii) not more than 10% of
the Portfolio's net assets (taken at current value) is held as collateral for
such sales at any one time.
(B) The Portfolio will not purchase securities on margin, other than in
connection with the purchase of put options on financial futures contracts, but
may obtain such short-term credits as may be necessary for the clearance of
transactions.
(C) The Portfolio will not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any securities for
which the Board of Directors or the Sub-Adviser has made a determination of
liquidity, as permitted under the 1940 Act.
(D) The Portfolio will not purchase securities of a company for the
purpose of exercising control or management. However, the Portfolio will
acquire no more than 10% of the voting securities of an issuer and may exercise
its voting power in the Portfolio's best interest. From time to time, the
Portfolio, together with other investment companies advised by affiliates or
subsidiaries of Federated Investors, may together buy and hold substantial
amounts of a company's voting stock. All such stock may be voted together. In
some cases, the Portfolio and the other investment companies might collectively
be considered to be in control of the company in which they have invested.
(E) The Portfolio will not purchase the securities of any issuer (other
than the U.S. Government, its agencies, or instrumentalities or instruments
secured by securities of such issuers, such as repurchase agreements or cash or
cash items) if, as a result, more than 5% of the value of its total assets
would be invested in the securities of such issuer, or acquire more than 10% of
any class of voting securities of any issuer. For these purposes the Portfolio
takes all common stock and all preferred stock of an issuer each as a single
class, regardless of priorities, series, designations, or other differences.
(F) The Portfolio will not write call options on securities unless the
securities are held in the Portfolio's portfolio or unless the Portfolio is
entitled to them in deliverable form without further payment or after
segregating cash in the amount of any further payment. The Portfolio will not
purchase put options on securities unless the securities are held in the
Portfolio's portfolio.
/diamond/ BALANCED PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer exceeds
5% of the value of the Portfolio's total assets, or (b) the Portfolio owns more
than 10% of the outstanding voting securities of such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same
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<PAGE>
industry. Utilities will be divided according to their services, for example,
gas, gas transmission, electric and telephone, and each will be considered a
separate industry for purposes of this restriction. In addition, there shall be
no limitation on the purchase of obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities, or of certificates of deposit
and bankers' acceptances.
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from purchasing or selling options, futures, swaps and forward
contracts or from investing in securities or other instruments backed by
physical commodities).
4. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate,
including mortgage-backed securities, or securities of companies engaged in the
real estate business).
5. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchase of commercial paper or debt securities).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in excess of 25% of the value of the Portfolio's
total assets (including the amount borrowed) less liabilities (other than
borrowings). Any borrowings that exceed 25% of the value of the Portfolio's
total assets by reason of decline in net assets will be reduced within three
business days to the extent necessary to comply with the 25% limitation.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short.
(B) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions.
(C) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization.
(D) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets.
(E) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any other securities
as to which the Board of Directors has made a determination as to liquidity, as
permitted under the 1940 Act.
(F) The Portfolio may not invest in companies for the purpose of
exercising control or management.
(G) The Portfolio may not invest in securities of foreign issuers
denominated in foreign currency and not publicly traded in the United States if
at the time of acquisition more than 25% of the Portfolio's total assets would
be invested in such securities. (SEE "Foreign Securities," p. 17.)
/diamond/ MONEY MARKET PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than cash items and "Government securities"
as defined in the 1940 Act) if immediately after and as a result of such
purchase (a) the value of the holdings of the Portfolio in the securities of
such issuer exceeds 5% of the value of the Portfolio's total assets, or (b) the
Portfolio owns more than 10% of the outstanding voting securities of any one
class of securities of such issuer.
2. Invest more than 25% of the value of the Portfolio's assets in any
particular industry (other than Government securities or obligations of U.S.
branches of U.S. banks).
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities.
4. Purchase or sell puts, calls, straddles, spreads, or any combination
thereof, real estate (including real estate limited partnerships), commodities,
or commodity contracts or interest in oil, gas or mineral exploration or
15
<PAGE>
development programs or leases. However, the Portfolio may purchase debt
securities or commercial paper issued by companies which invest in real estate
or interest therein, including real estate investment trusts.
5. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of portfolio securities of the Portfolio.
6. Lend any security or make any other loan if, as a result, more than
25% of its total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or to
repurchase agreements).
7. Borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount exceeding 25% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
restriction. This policy shall not prohibit reverse repurchase agreements or
the segregation of assets in connection with such transactions.
8. Issue senior securities, except as permitted by the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental investment
restrictions which may be changed by the Board of Directors of the Fund without
shareholder or Policyowner approval:
(A) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or the segregation of assets in connection with such
transactions.
(B) The Portfolio may not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short.
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions.
(D) The Portfolio may not invest more than 10% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any securities for
which the Board of Directors or the Sub-Adviser has made a determination of
liquidity, as permitted under the 1940 Act.
(E) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Restrictions (i) and (ii) do not apply to
securities received as dividends, through offers to exchange, or as a result of
reorganization, consolidation, or merger.
(F) The Portfolio may not invest in companies for the purpose of
exercising control or management.
Except with respect to borrowing money, if a percentage limitation set forth
above in the investment restrictions for each Portfolio is complied with at the
time of the investment, a subsequent change in the percentage resulting from
any change in value of a Portfolio's net assets will not result in a violation
of such restriction. State laws and regulations may impose additional
limitations on borrowing, lending, and the use of options, futures, and other
derivative instruments. In addition, such laws and regulations may require a
Portfolio's investments in foreign securities to meet additional
diversification and other requirements.
INVESTMENT POLICIES
This section explains certain other Portfolio policies, subject to each
Portfolio's investment restrictions. PLEASE CAREFULLY REVIEW THE "INVESTMENT
RESTRICTIONS" FOR EACH PORTFOLIO LISTED ABOVE. (For a complete discussion of
each Portfolio's investment policies and restrictions, please refer to the
Fund's Prospectus for these Portfolios.)
/diamond/ LENDING
Each of the Portfolios may lend its portfolio securities subject to the
restrictions stated in this Statement of Additional Information. Under
applicable regulatory requirements (which are subject to change), the following
conditions apply to securities loans: (a) the loan must be continuously secured
by liquid assets maintained on a current basis in an amount at least equal to
the market value of the securities loaned; (b) each Portfolio must receive any
dividends or interest paid by the issuer on such securities; (c) each Portfolio
must have the right to call the loan and obtain the securities loaned at any
time upon notice of not more than five business days, including the right to
call the loan to permit voting of the securities; and (d) each Portfolio must
receive either interest from the investment of collateral or a fixed fee from
the borrower.
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<PAGE>
Securities loaned by a Portfolio remain subject to fluctuations in market
value. A Portfolio may pay reasonable finders, custodian and administrative
fees in connection with a loan. Securities lending, as with other extensions of
credit, involves the risk that the borrower may default. Although securities
loans will be fully collateralized at all times, a Portfolio may experience
delays in, or be prevented from, recovering the collateral. During the period
that the Portfolio seeks to enforce its rights against the borrower, the
collateral and the securities loaned remain subject to fluctuations in market
value. The Portfolios do not have the right to vote securities on loan, but
would terminate the loan and regain the right to vote if it were considered
important with respect to the investment. A Portfolio may also incur expenses
in enforcing its rights. If a Portfolio has sold a loaned security, it may not
be able to settle the sale of the security and may incur potential liability to
the buyer of the security on loan for its costs to cover the purchase.
The Growth, Bond, Global, International Equity, Emerging Growth and Strategic
Total Return Portfolios may also lend (or borrow) money to other funds that are
managed by their respective Sub-Adviser, provided each Portfolio seeks and
obtains permission from the SEC. (See "Other Investment Policies And
Restrictions - Borrowing" in the Fund's Prospectus.)
/diamond/ BORROWING
Subject to its investment restrictions, each Portfolio may borrow money from
banks for temporary or emergency purposes. (The Aggressive Growth Portfolio may
also borrow for investment purposes.) For a complete discussion of Portfolio
borrowing, see "Other Investment Policies And Restrictions - Borrowing" in the
Fund's Prospectus.
/diamond/ FOREIGN SECURITIES
Subject to the limitations set forth above, a Portfolio may purchase certain
foreign securities. Investments in foreign securities, particularly those of
non-governmental issuers, involve considerations which are not ordinarily
associated with investing in domestic issuers. These considerations include:
/bullet/ CURRENCY TRADING COSTS. A Portfolio incurs costs in converting
foreign currencies into U.S. dollars, and vice versa.
/bullet/ DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies
are generally subject to tax laws and to accounting, auditing and
financial reporting standards, practices and requirements different
from those that apply in the U.S.
/bullet/ LESS INFORMATION AVAILABLE. There is generally less public
information available about foreign companies.
/bullet/ MORE DIFFICULT BUSINESS NEGOTIATIONS. A Portfolio may find it
difficult to enforce obligations in foreign countries or to negotiate
favorable brokerage commission rates.
/bullet/ REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities
are less liquid and their prices more volatile, than securities of
comparable U.S. companies.
/bullet/ SETTLEMENT DELAYS. Settling foreign securities may take longer
than settlements in the U.S.
/bullet/ HIGHER CUSTODY CHARGES. Custodianship of shares may cost more
for foreign securities than it does for U.S. securities.
/bullet/ ASSET VULNERABILITY. In some foreign countries, there is a risk
of direct seizure or appropriation through taxation of assets of a
Portfolio. Certain countries may also impose limits on the removal of
securities or other assets of a Portfolio. Interest, dividends and
capital gains on foreign securities held by a Portfolio may be subject
to foreign withholding taxes.
/bullet/ POLITICAL INSTABILITY. In some countries, political instability,
war or diplomatic developments could affect investments.
These risks maybe greater in developing countries.
A Portfolio may also purchase American Depositary Receipts ("ADRs"), which are
dollar-denominated receipts issued generally by domestic banks and represent
the deposit with the bank of a security of a foreign issuer. A Portfolio may
also invest in American Depositary Shares ("ADSs"), European Depositary
Receipts ("EDRs") or Global Depositary Receipts ("GDRs") and other types of
receipts of shares evidencing ownership of the underlying foreign security.
FOREIGN EXCHANGE TRANSACTIONS. To the extent a Portfolio invests directly in
foreign securities, a Portfolio will engage in foreign exchange transactions.
The foreign currency exchange market is subject to little government
regulation, and such transactions generally occur directly between parties
rather than on an exchange or in an organized market. This means that a
Portfolio is subject to the full risk of default by a counterparty in such a
transaction. Because such transactions often take place between different time
zones, a Portfolio may be required to complete a currency exchange transaction
at a time outside of normal business hours in the counterparty's location,
making prompt settlement of
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<PAGE>
such transaction impossible. This exposes a Portfolio to an increased risk that
the counterparty will be unable to settle the transaction. Although the
counterparty in such transactions is often a bank or other financial
institution, currency transactions are generally not covered by insurance
otherwise applicable to such institutions. For a more detailed explanation
regarding the special risks of investing in foreign securities, see "Portfolio
Securities And Risk Factors - Foreign Securities" and "Portfolio Securities And
Risk Factors - Foreign Bank Obligations" in the Fund's Prospectus.
/diamond/ INVESTMENT FUNDS (INTERNATIONAL EQUITY PORTFOLIO)
The International Equity Portfolio may invest in investment funds which have
been authorized by the governments of certain countries specifically to permit
foreign investment in securities of companies listed and traded on the stock
exchanges in these respective countries. If the Portfolio invests in such
investment funds, the Portfolio's shareholders will bear not only their
proportionate share of the expenses of the Portfolio (including operating
expenses and the fees of the Investment Adviser), but also will bear indirectly
similar expenses of the underlying investment funds. In addition, the
securities of these investment funds may trade at a premium over their net
asset value.
/diamond/ REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
Subject to a Portfolio's investment restrictions and Policies, a Portfolio may
enter into repurchase or reverse repurchase agreements.
In a repurchase agreement, a Portfolio purchases a security and simultaneously
commits to resell that security to the seller at an agreed upon price on an
agreed upon date within a number of days (usually not more than seven) from the
date of purchase. The resale price reflects the purchase price plus an agreed
upon incremental amount that is unrelated to the coupon rate or maturity of the
purchased security. A repurchase agreement involves the obligation of the
seller to pay the agreed upon price, which obligation is in effect secured by
the value (at least equal to the amount of the agreed upon resale price and
marked-to-market daily) of the underlying security. A Portfolio may engage in a
repurchase agreement with respect to any security in which it is authorized to
invest. While it does not presently appear possible to eliminate all risks from
these transactions (particularly the possibility of a decline in the market
value of the underlying securities, as well as delays and costs to a Portfolio
in connection with bankruptcy proceedings), it is the policy of the Portfolio
to limit repurchase agreements to those parties whose creditworthiness has been
reviewed and found satisfactory by a Portfolio's Sub-Adviser. (See "Repurchase
and Reverse Repurchase Agreements," in the Fund's Prospectus.)
In a reverse repurchase agreement, a Portfolio sells a portfolio security to
another party, such as a bank or broker-dealer, in return for cash and agrees
to repurchase the instrument at a particular price and time. While a reverse
repurchase agreement is outstanding, the Portfolio will segregate with its
custodian cash and appropriate liquid assets to cover its obligation under the
agreement. A Portfolio will enter into reverse repurchase agreements only with
parties that the Portfolio's Sub-Adviser deems creditworthy.
/diamond/ U.S. GOVERNMENT SECURITIES
Subject to a Portfolio's investment restrictions or policies, a Portfolio may
invest in U.S. Government obligations which generally include direct
obligations of the U.S. Treasury (such as U.S. Treasury bills, notes, and
bonds) and obligations issued or guaranteed by U.S. Government agencies or
instrumentalities. Examples of the types of U.S. Government securities that the
Portfolio may hold include the Federal Housing Administration, Small Business
Administration, General Services Administration, Federal Farm Credit Banks,
Federal Intermediate Credit Banks, and Maritime Administration. U.S. Government
securities may be supported by the full faith and credit of the U.S. Government
(such as securities of the Small Business Administration); by the right of the
issuer to borrow from the U.S. Treasury (such as securities of the Federal Home
Loan Bank); by the discretionary authority of the U.S. Government to purchase
the agency's obligations (such as securities of the Federal National Mortgage
Association); or only by the credit of the issuing agency.
Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. Government are: Federal Land Banks; Central
Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Home Loan
Banks; Farmers Home Administration; and Federal National Mortgage Association
("FNMA").
/diamond/ NON-INVESTMENT GRADE DEBT SECURITIES
Subject to limitations set forth in a Portfolio's investment policies, a
Portfolio may invest its assets in debt securities below the four highest
grades ("lower grade debt securities" commonly referred to as "junk bonds"), as
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determined by Moody's Investors Service, Inc. ("Moody's") (lower than Baa) or
Standard & Poor's Corporation ("S&P") (lower than BBB). Bonds and preferred
stock rated "B" or "b" by Moody's are not considered investment grade debt
securities. (See Appendix A in the Prospectus for a description of debt
securities ratings.)
Before investing in any lower-grade debt securities, a Portfolio's Sub-Adviser
will determine that such investments meet the Portfolio's investment objective.
Lower-grade debt securities usually have moderate to poor protection of
principal and interest payments, have certain speculative characteristics, and
involve greater risk of default or price declines due to changes in the
issuer's creditworthiness than investment-grade debt securities. Because the
market for lower-grade debt securities may be thinner and less active than for
investment grade debt securities, there may be market price volatility for
these securities and limited liquidity in the resale market. Market prices for
lower-grade debt securities may decline significantly in periods of general
economic difficulty or rising interest rates. Through portfolio diversification
and credit analysis, investment risk can be reduced, although there can be no
assurance that losses will not occur.
The quality limitation set forth in each Portfolio's investment policies is
determined immediately after the Portfolio's acquisition of a given security.
Accordingly, any later change in ratings will not be considered when
determining whether an investment complies with the Portfolio's investment
policies.
/diamond/ CONVERTIBLE SECURITIES
Subject to any investment limitations set forth in a Portfolio's policies or
investment restrictions, a Portfolio may invest in convertible securities.
Convertible securities may include corporate notes or preferred stock, but
ordinarily are a long-term debt obligation of the issuer convertible at a
stated exchange rate into common stock of the issuer. As with all debt
securities, the market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest rates decline.
Convertible securities generally offer lower interest or dividend yields than
non-convertible securities of similar quality. However, when the market price
of the common stock underlying a convertible security exceeds the conversion
price, the price of the convertible security tends to reflect the value of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security tends to trade increasingly on a yield
basis, and thus may not depreciate to the same extent as the underlying common
stock.
DECS (Dividend Enhanced Convertible Stock, or Debt Exchangeable for Common
Stock when-issued as a debt security) offer a substantial dividend advantage
with the possibility of unlimited upside potential if the price of the
underlying common stock exceeds a certain level. DECS convert to common stock
at maturity. The amount received is dependent on the price of the common stock
at the time of maturity. DECS contain two call options at different strike
prices. The DECS participate with the common stock up to the first call price.
They are effectively capped at that point unless the common stock rises above a
second price point, at which time they participate with unlimited upside
potential.
PERCS (Preferred Equity Redeemable Stock, into an equity issue that pays a high
cash dividend, has a cap price and mandatory conversion to common stock at
maturity) offer a substantial dividend advantage, but capital appreciation
potential is limited to a predetermined level. PERCS are less risky and less
volatile than the underlying common stock because their superior income
mitigates declines when the common falls, while the cap price limits gains when
the common rises.
Convertible securities generally rank senior to common stocks in an issuer's
capital structure and are consequently of higher quality and entail less risk
of declines in market value than the issuer's common stock. However, the extent
to which such risk is reduced depends in large measure upon the degree to which
the convertible security sells above its value as a fixed-income security. In
evaluating investment in a convertible security, primary emphasis will be given
to the attractiveness of the underlying common stock. The convertible debt
securities in which a Portfolio may invest are subject to the same rating
criteria as the Portfolio's investment in non-convertible debt securities.
/diamond/ INVESTMENTS IN FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
The following investments are subject to limitations as set forth in each
Portfolio's investment restrictions and policies:
FUTURES CONTRACTS. A Portfolio may enter into contracts for the purchase or
sale for future delivery of equity or fixed-income securities, foreign
currencies or contracts based on financial indices, including interest rates or
indices of U.S. Government or foreign government securities or equity or
fixed-income securities ("futures contracts"). U.S. futures contracts are
traded on exchanges that have been designated "contract markets" by the
Commodity Futures Trading Commission ("CFTC") and
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<PAGE>
must be executed through a futures commission merchant ("FCM"), or brokerage
firm, which is a member of the relevant contract market. Through their clearing
corporations, the exchanges guarantee performance of the contracts as between
the clearing members of the exchange. Since all transactions in the futures
market are made through a member of, and are offset or fulfilled through a
clearinghouse associated with, the exchange on which the contracts are traded,
a Portfolio will incur brokerage fees when it buys or sells futures contracts.
When a Portfolio buys or sells a futures contract, it incurs a contractual
obligation to receive or deliver the underlying instrument (or a cash payment
based on the difference between the underlying instrument's closing price and
the price at which the contract was entered into) at a specified price on a
specified date. Transactions in futures contracts generally will not be made
other than to seek to hedge against potential changes in interest or currency
exchange rates or the prices of a security or a securities index which might
correlate with or otherwise adversely affect either the value of a Portfolio's
securities or the prices of securities which the Portfolio is considering
buying at a later date.
The buyer or seller of futures contracts is not required to deliver or pay for
the underlying instrument unless the contract is held until the delivery date.
However, both the buyer and seller are required to deposit "initial margin" for
the benefit of an FCM when the contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange on which the contract is traded, and may be maintained in cash or
certain high-grade liquid assets. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments with an FCM to settle the change in value on a daily basis. The party
that has a gain may be entitled to receive all or a portion of this amount.
Initial and variation margin payments are similar to good faith deposits or
performance bonds, unlike margin extended by a securities broker, and initial
and variation margin payments do not constitute purchasing securities on margin
for purposes of the Portfolio's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a Portfolio, the Portfolio
may be entitled to return of margin owed to the Portfolio only in proportion to
the amount received by the FCM's other customers. The Portfolio's Sub-Adviser
will attempt to minimize the risk by careful monitoring of the creditworthiness
of the FCM with which the Portfolio does business and by depositing margin
payments in a segregated account with the custodian when practical or otherwise
required by law.
Although a Portfolio would hold cash and liquid assets in a segregated account
with a value sufficient to cover the Portfolio's open futures obligations, the
segregated assets would be available to the Portfolio immediately upon closing
out the futures position, while settlement of securities transactions could
take several days. However, because the Portfolio's cash that may otherwise be
invested would be held uninvested or invested in liquid assets so long as the
futures position remains open, the Portfolio's return could be diminished due
to the opportunity cost of foregoing other potential investments.
The acquisition or sale of a futures contract may occur, for example, when a
Portfolio holds or is considering purchasing equity securities and seeks to
protect itself from fluctuations in prices without buying or selling those
securities. For example, if prices were expected to decrease, a Portfolio might
sell equity index futures contracts, thereby hoping to offset a potential
decline in the value of equity securities in the Portfolio by a corresponding
increase in the value of the futures contract position held by the Portfolio
and thereby preventing a Portfolio's net asset value from declining as much as
it otherwise would have. A Portfolio also could seek to protect against
potential price declines by selling portfolio securities and investing in money
market instruments. However, since the futures market is more liquid than the
cash market, the use of futures contracts as an investment technique allows a
Portfolio to maintain a defensive position without having to sell portfolio
securities.
Similarly, when prices of equity securities are expected to increase, futures
contracts may be bought to attempt to hedge against the possibility of having
to buy equity securities at higher prices. This technique is sometimes known as
an anticipatory hedge. Since the fluctuations in the value of futures contracts
should be similar to those of equity securities, a Portfolio could take
advantage of the potential rise in the value of equity securities without
buying them until the market has stabilized. At that time, the futures
contracts could be liquidated and the Portfolio could buy equity securities on
the cash market. To the extent a Portfolio enters into futures contracts for
this purpose, the assets in the segregated asset account maintained to cover
the Portfolio's obligations with respect to futures contracts will consist of
liquid assets from its portfolio in an amount equal to the difference between
the contract price and the aggregate value of the initial and variation margin
payments made by the Portfolio with respect to the futures contracts.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those
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markets, are subject to distortions. First, all participants in the futures
market are subject to initial margin and variation margin requirements. Rather
than meeting additional variation margin requirements, investors may close out
futures contracts through offsetting transactions which could distort the
normal price relationship between the cash and futures markets. Second, the
liquidity of the futures market depends on participants entering into
offsetting transactions rather than making or taking delivery. To the extent
participants decide to make or take delivery, liquidity in the futures market
could be reduced and prices in the futures market distorted. Third, from the
point of view of speculators, the margin deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market may
cause temporary price distortions. Due to the possibility of the foregoing
distortions, a correct forecast of general price trends by a Portfolio's
Sub-Adviser still may not result in a successful use of futures contracts.
Futures contracts entail risks. Although each Portfolio's Sub-Adviser believes
that use of such contracts can benefit a Portfolio, if the Sub-Adviser's
investment judgment is incorrect, a Portfolio's overall performance could be
worse than if the Portfolio had not entered into futures contracts. For
example, if a Portfolio has attempted to hedge against the effects of a
possible decrease in prices of securities held by the Portfolio and prices
increase instead, the Portfolio may lose part or all of the benefit of the
increased value of these securities because of offsetting losses in the
Portfolio's futures positions. In addition, if the Portfolio has insufficient
cash, it may have to sell securities from its portfolio to meet daily variation
margin requirements. Those sales may, but will not necessarily, be at increased
prices which reflect the rising market and may occur at a time when the sales
are disadvantageous to a Portfolio.
The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to
a Portfolio will not match exactly the Portfolio's current or potential
investments. A Portfolio may buy and sell futures contracts based on underlying
instruments with different characteristics from the securities in which it
typically invests - for example, by hedging investments in portfolio securities
with a futures contract based on a broad index of securities - which involves a
risk that the futures position will not correlate precisely with the
performance of the Portfolio's investments.
Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments correlate with a Portfolio's
investments. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instruments, and the time remaining until expiration of the contract. Those
factors may affect securities prices differently from futures prices. Imperfect
correlations between a Portfolio's investments and its futures positions may
also result from differing levels of demand in the futures markets and the
securities markets, from structural differences in how futures and securities
are traded, and from imposition of daily price fluctuation limits for futures
contracts. A Portfolio may buy or sell futures contracts with a greater or
lesser value than the securities it wishes to hedge or is considering
purchasing in order to attempt to compensate for differences in historical
volatility between the futures contract and the securities, although this may
not be successful in all cases. If price changes in a Portfolio's futures
positions are poorly correlated with its other investments, its futures
positions may fail to produce desired gains or result in losses that are not
offset by the gains in the Portfolio's other investments.
Because futures contracts are generally settled within a day from the date they
are closed out, compared with longer settlement periods for some types of
securities, the futures markets can provide superior liquidity to the
securities markets. Nevertheless, there is no assurance a liquid secondary
market will exist for any particular futures contract at any particular time.
In addition, futures exchanges may establish daily price fluctuation limits for
futures contracts and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days when the
price fluctuation limit is reached, it may be impossible for a Portfolio to
enter into new positions or close out existing positions. If the secondary
market for a futures contract is not liquid because of price fluctuation limits
or otherwise, a Portfolio may not be able to promptly liquidate unfavorable
positions and potentially be required to continue to hold a futures position
until the delivery date, regardless of changes in its value. As a result, the
Portfolio's access to other assets held to cover its futures positions also
could be impaired.
Although futures contracts by their terms call for the delivery or acquisition
of the underlying commodities or a cash payment based on the value of the
underlying commodities, in most cases the contractual obligation is offset
before the delivery date of the contract by buying, in the case of a
contractual obligation to sell, or selling, in the
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case of a contractual obligation to buy, an identical futures contract on a
commodities exchange. Such a transaction cancels the obligation to make or take
delivery of the commodities.
Each Portfolio intends to comply with guidelines of eligibility for exclusion
from the definition of the term "commodity pool operator" with the CFTC and the
National Futures Association, which regulate trading in the futures markets.
Such guidelines presently require that to the extent that a Portfolio enters
into futures contracts or options on a futures position that are not for bona
fide hedging purposes (as defined by the CFTC), the aggregate initial margin
and premiums on these positions (excluding the amount by which options are
"in-the-money") may not exceed 5% of the Portfolio's net assets.
OPTIONS ON FUTURES CONTRACTS. A Portfolio may buy and write options on futures
contracts. An option on a futures contract gives the Portfolio the right (but
not the obligation) to buy or sell a futures contract at a specified price on
or before a specified date. The purchase and writing of options on futures
contracts is similar in some respects to the purchase and writing of options on
individual securities. See "Options on Securities" on page 27. Transactions in
options on futures contracts will generally not be made other than to attempt
to hedge against potential changes in interest rates or currency exchange rates
or the price of a security or a securities index which might correlate with or
otherwise adversely affect either the value of the Portfolio's securities or
the process of securities which the Portfolio is considering buying at a later
date.
The purchase of a call option on a futures contract may or may not be less
risky than ownership of the futures contract or the underlying instrument,
depending on the pricing of the option compared to either the price of the
futures contract upon which it is based or the price of the underlying
instrument. As with the purchase of futures contracts, when a Portfolio is not
fully invested it may buy a call option on a futures contract to attempt to
hedge against a market advance.
The writing of a call option on a futures contract may constitute a partial
hedge against declining prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Portfolio's
holdings. The writing of a put option on a futures contract may constitute a
partial hedge against increasing prices of the security or foreign currency
which is deliverable under, or of the index comprising, the futures contract.
If the futures price at expiration of the option is higher than the exercise
price, the Portfolio will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of securities which
the Portfolio is considering buying. If a call or put option a Portfolio has
written is exercised, the portfolio will incur loss which will be reduced by
the amount of the premium it received. Depending on the degree of correlation
between change in the value of its portfolio securities and changes in the
value of the futures positions, a Portfolio's losses from existing options on
futures may to some extent be reduced or increase by changes in the value of
portfolio securities.
The purchase of a put option on a futures contract is similar in some respect
to the purchase of protective put options on portfolio securities. For example,
a Portfolio may buy a put option on a futures contract to attempt to hedge the
Portfolio's securities against the risk of falling prices.
The amount of risk a Portfolio assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.
FORWARD CONTRACTS. A Portfolio may enter into forward foreign currency exchange
contracts ("forward currency contracts") to attempt to minimize the risk to the
Portfolio from adverse changes in the relationship between the U.S. dollar and
other currencies. A forward currency contract is an obligation to buy or sell
an amount of a specified currency for an agreed price (which may be in U.S.
dollars or a foreign currency) at a future date which is individually
negotiated between currency traders and their customers. A Portfolio may invest
in forward currency contracts with stated contract values of up to the value of
the Portfolio's assets.
A Portfolio may exchange foreign currencies for U.S. dollars and for other
foreign currencies in the normal course of business and may buy and sell
currencies through forward currency contracts in order to fix a price for
securities it has agreed to buy or sell. A Portfolio may enter into a forward
currency contract, for example, when it enters into a contract to buy or sell a
security denominated in or exposed to fluctuations in a foreign currency in
order to "lock in" the U.S. dollar price of the security ("transaction hedge").
Additionally, when a Portfolio's Sub-Adviser believes that a foreign currency
in which portfolio securities are
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denominated may suffer a substantial decline against the U.S. dollar, a
Portfolio may enter into a forward currency contract to sell an amount of that
foreign currency (or a proxy currency whose performance is expected to
replicate the performance of that currency) for U.S. dollars approximating the
value of some or all of the portfolio securities denominated in that currency
(not exceeding the value of the Portfolio's assets denominated in that
currency) or by participating in options or futures contracts with respect to
the currency, or, when the Portfolio's Sub-Adviser believes that the U.S.
dollar may suffer a substantial decline against a foreign currency for a fixed
U.S. dollar amount ("position hedge"). This type of hedge seeks to minimize the
effect of currency appreciation as well as depreciation, but does not protect
against a decline in the security's value relative to other securities
denominated in the foreign currency.
A Portfolio also may enter into a forward currency contract with respect to a
currency where the Portfolio is considering the purchase of investments
denominated in that currency but has not yet done so ("anticipatory hedge").
In any of the above circumstances a Portfolio may, alternatively, enter into a
forward currency contract with respect to a different foreign currency when a
Portfolio's Sub-Adviser believes that the U.S. dollar value of that currency
will correlate with the U.S. dollar value of the currency in which portfolio
securities of, or being considered for purchase by, the Portfolio are
denominated ("cross-hedge"). For example, if a Portfolio's Sub-Adviser believes
that a particular foreign currency may decline relative to the U.S. dollar, a
Portfolio could enter into a contract to sell that currency or a proxy currency
(up to the value of the Portfolio's assets denominated in that currency) in
exchange for another currency that the Sub-Adviser expects to remain stable or
to appreciate relative to the U.S. dollar. Shifting a Portfolio's currency
exposure from one foreign currency to another removes the Portfolio's
opportunity to profit from increases in the value of the original currency and
involves a risk of increased losses to the Portfolio if the Portfolio's Sub-
Adviser's projection of future exchange rates is inaccurate.
A Portfolio also may enter into forward contracts to buy or sell at a later
date instruments in which a Portfolio may invest directly or on financial
indices based on those instruments. The market for those types of forward
contracts is developing and it is not currently possible to identify
instruments on which forward contracts might be created in the future.
A Portfolio will cover outstanding forward currency contracts by maintaining
liquid portfolio securities denominated in the currency underlying the forward
contract or the currency being hedged. To the extent that a Portfolio is not
able to cover its forward currency positions with underlying portfolio
securities, the Fund's custodian will segregate cash or other liquid assets
having a value equal to the aggregate amount of the Portfolio's commitments
under forward contracts entered into with respect to position hedges and
cross-hedges. If the value of the segregated securities declines, additional
cash or liquid assets will be segregated on a daily basis so that the value of
the account will be equal to the amount of the Portfolio's commitments with
respect to such contracts. As an alternative to maintaining all or part of the
segregated assets, a Portfolio may buy call options permitting the Portfolio to
buy the amount of foreign currency subject to the hedging transaction by a
forward sale contract or the Portfolio may buy put options permitting the
Portfolio to sell the amount of foreign currency subject to a forward buy
contract.
While forward contracts are not currently regulated by the CFTC, the CFTC may
in the future assert authority to regulate forward contracts. In such event a
Portfolio's ability to utilize forward contracts in the manner set forth in the
Prospectus may be restricted. Forward contracts will reduce the potential gain
from a positive change in the relationship between the U.S. dollar and foreign
currencies. Unforeseen changes in currency prices may result in poorer overall
performance for a Portfolio than if it had not entered into such contracts. The
use of foreign currency forward contracts will not eliminate fluctuations in
the underlying U.S. dollar equivalent value of the proceeds of or rates of
return on a Portfolio's foreign currency denominated portfolio securities.
The matching of the increase in value of a forward contract and the decline in
the U.S. dollar equivalent value of the foreign currency denominated asset that
is the subject of the hedging transaction generally will not be precise. In
addition, a Portfolio may not always be able to enter into forward contracts at
attractive prices and accordingly may be limited in its ability to use these
contracts in seeking to hedge the Portfolio's assets.
Also, with regard to a Portfolio's use of cross-hedging transactions, there can
be no assurance that historical correlations between the movement of certain
foreign currencies relative to the U.S. dollar will continue. Thus, at any time
poor correlation may exist between movements in the exchange rates of the
foreign currencies underlying a Portfolio's cross-hedges and the movements in
the exchange rates of the foreign currencies in which the Portfolio's assets
that are subject of the cross-hedging transactions are denominated.
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OPTIONS ON FOREIGN CURRENCIES. A Portfolio may buy put and call options and may
write covered put and call options on foreign currencies for hedging purposes
in a manner similar to that in which futures contracts or forward contracts on
foreign currencies may be utilized. For example, a decline in the U.S. dollar
value of a foreign currency in which portfolio securities are denominated will
reduce the U.S. dollar value of such securities, even if their value in the
foreign currency remains constant. In order to protect against such diminutions
in the value of portfolio securities, a Portfolio may buy put options on the
foreign currency. If the value of the currency declines, the Portfolio will
have the right to sell such currency for a fixed amount in U.S. dollars and
will thereby offset, in whole or in part, the adverse effect on its portfolio
which otherwise would have resulted.
Conversely, when a rise in the U.S. dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Portfolio may buy call options thereon. The purchase
of such options could offset, at least partially, the effects of the adverse
movements in exchange rates. The purchase of an option on a foreign currency
may constitute an effective hedge against fluctuations in exchange rates,
although, in the event of exchange rate movements adverse to a Portfolio's
option position, the Portfolio could sustain losses on transactions in foreign
currency options which would require that the Portfolio lose a portion or all
of the benefits of advantageous changes in those rates. In addition, in the
case of other types of options, the benefit to a Portfolio from purchases of
foreign currency options will be reduced by the amount of the premium and
related transaction costs.
A Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, in attempting to hedge against a potential
decline in the U.S. dollar value of foreign currency denominated securities due
to adverse fluctuations in exchange rates, a Portfolio could, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the option will most likely not be exercised and the
diminution in value of portfolio securities will be offset by the amount of the
premium received.
Similarly, instead of purchasing a call option to attempt to hedge against a
potential increase in the U.S. dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the Portfolio
to hedge the increased cost up to the amount of premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium received, and
only if exchange rates move in the expected direction. If that does not occur,
the option may be exercised and the Portfolio would be required to buy or sell
the underlying currency at a loss which may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, a Portfolio also
may lose all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.
A Portfolio may write covered call options on foreign currencies. A call option
written on a foreign currency by a Portfolio is "covered" if the Portfolio owns
the underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a segregated
account by its custodian) upon conversion or exchange of other foreign currency
held in its portfolio. A call option is also covered if the Portfolio has a
call on the same foreign currency and in the same principal amount as the call
written if the exercise price of the call held (i) is equal to or less than the
exercise price of the call written or (ii) is greater than the exercise price
of the call written, and if the difference is maintained by the Portfolio in
cash or high-grade liquid assets in a segregated account with the Fund's
custodian.
A Portfolio may also write call options on foreign currencies for cross-hedging
purposes that may not be deemed to be covered. A call option on a foreign
currency is for cross-hedging purposes if it is not covered but is designed to
provide a hedge against a decline due to an adverse change in the exchange rate
in the U.S. dollar value of a security which the Portfolio owns or has the
right to acquire and which is denominated in the currency underlying the
option. In such circumstances, the Portfolio collateralizes the option by
maintaining segregated assets in an amount not less than the value of the
underlying foreign currency in U.S. dollars marked-to-market daily.
A Portfolio may buy or write options in privately negotiated transactions on
the types of securities and indices based on the types of securities in which
the Portfolio is permitted to invest directly. A Portfolio will effect such
transactions only with investment dealers and other financial institutions
(such as commercial banks or savings and loan institutions) deemed
creditworthy, and only pursuant to procedures adopted by the Portfolio's Sub-
Adviser for monitoring the creditworthiness of those entities. To the extent
that an option bought or written by a Portfolio in a negotiated transaction is
illiquid, the value
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of an option bought or the amount of the Portfolio's obligations under an
option written by the Portfolio, as the case may be, will be subject to the
Portfolio's limitation on illiquid investments. In the case of illiquid
options, it may not be possible for the Portfolio to effect an offsetting
transaction at the time when the Portfolio's Sub-Adviser believes it would be
advantageous for the Portfolio to do so.
OPTIONS ON SECURITIES. In an effort to reduce fluctuations in net asset value,
a Portfolio may write covered put and call options and may buy put and call
options and warrants on securities that are traded on United States and foreign
securities exchanges and over-the-counter ("OTC"). A Portfolio also may write
call options that are not covered for cross-hedging purposes. A Portfolio may
write and buy options on the same types of securities that the Portfolio could
buy directly and may buy options on financial indices as described above with
respect to futures contracts. There are no specific limitations on a
Portfolio's writing and buying options on securities.
A put option gives the holder the right, upon payment of a premium, to deliver
a specified amount of a security to the writer of the option on or before a
fixed date at a predetermined price. A call option gives the holder the right,
upon payment of a premium, to call upon the writer to deliver a specified
amount of a security on or before a fixed date at a predetermined price.
A put option written by a Portfolio is "covered" if the Portfolio (i) maintains
cash not available for investment or other liquid assets with a value equal to
the exercise price in a segregated account with its custodian or (ii) holds a
put on the same security and in the same principal amount as the put written
and the exercise price of the put held is equal to or greater than the exercise
price of the put written. The premium paid by the buyer of an option will
reflect, among other things, the relationship of the exercise price to the
market price and the volatility of the underlying security, the remaining term
of the option, supply and demand and interest rates. A call option written by a
Portfolio is "covered" if the Portfolio owns the underlying security covered by
the call or has an absolute and immediate right to acquire that security
without additional cash consideration (or has segregated additional cash
consideration with its custodian) upon conversion or exchange of other
securities held in its portfolio. A call option is also deemed to be covered if
the Portfolio holds a call on the same security and in the same principal
amount as the call written and the exercise price of the call held (i) is equal
to or less than the exercise price of the call written or (ii) is greater than
the exercise price of the call written if the difference is maintained by the
Portfolio in cash and high-grade liquid assets in a segregated account with its
custodian.
A Portfolio collateralizes its obligation under a written call option for
cross-hedging purposes by segregating with its custodian cash or other liquid
assets in an amount not less than the market value of the underlying security,
marked-to-market daily. A Portfolio would write a call option for cross-hedging
purposes, instead of writing a covered call option, when the premium to be
received from the cross-hedge transaction would exceed that which would be
received from writing a covered call option and the Portfolio's Sub-Adviser
believes that writing the option would achieve the desired hedge.
If a put or call option written by a Portfolio was exercised, the Portfolio
would be obligated to buy or sell the underlying security at the exercise
price. Writing a put option involves the risk of a decrease in the market value
of the underlying security, in which case the option could be exercised and the
underlying security would then be sold by the option holder to the Portfolio at
a higher price than its current market value. Writing a call option involves
the risk of an increase in the market value of the underlying security, in
which case the option could be exercised and the underlying security would then
be sold by the Portfolio to the option holder at a lower price than its current
market value. Those risks could be reduced by entering into an offsetting
transaction. The Portfolio retains the premium received from writing a put or
call option whether or not the option is exercised.
The writer of an option may have no control when the underlying security must
be sold, in the case of a call option, or bought, in the case of a put option,
since with regard to certain options, the writer may be assigned an exercise
notice at any time prior to the termination of the obligation. Whether or not
an option expires unexercised, the writer retains the amount of the premium.
This amount, of course, may, in the case of a covered call option, be offset by
a decline in the market value of the underlying security during the option
period. If a call option is exercised, the writer experiences a profit or loss
from the sale of the underlying security. If a put option is exercised, the
writer must fulfill the obligation to buy the underlying security.
The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the purchase is
that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after being
notified of the
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exercise of an option. Likewise, an investor who is the holder of an option may
liquidate its position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the option previously
bought. There is no guarantee that either a closing purchase or a closing sale
transaction can be effected.
Effecting a closing transaction in the case of a written call option will
permit a Portfolio to write another call option on the underlying security with
either a different exercise price or expiration date or both or, in the case of
a written put option, will permit a Portfolio to write another put option to
the extent that the exercise price thereof is secured by deposited high-grade
liquid assets. Also, effecting a closing transaction will permit the cash or
proceeds from the concurrent sale of any securities subject to the option to be
used for other portfolio investments. If a Portfolio desires to sell a
particular security on which the Portfolio has written a call option, the
Portfolio will effect a closing transaction prior to or concurrent with the
sale of the security.
A Portfolio may realize a profit from a closing transaction if the price of the
purchase transaction is less than the premium received from writing the option
or the price received from a sale transaction is more than the premium paid to
buy the option; a Portfolio may realize a loss from a closing transaction if
the price of the purchase transaction is less than the premium paid to buy the
option. Because increases in the market of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security owned by the Portfolio.
An option position may be closed out only where there exists a secondary market
for an option of the same series. If a secondary market does not exist, it
might not be possible to effect closing transactions in particular options with
the result that a Portfolio would have to exercise the options in order to
realize any profit. If a Portfolio is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or the Portfolio delivers the underlying
security upon exercise. Reasons for the absence of a liquid secondary market
may include the following: (i) there may be insufficient trading interest in
certain options, (ii) restrictions may be imposed by a national securities
exchange on which the option is traded ("Exchange") on opening or closing
transactions or both, (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options or
underlying securities, (iv) unusual or unforeseen circumstances may interrupt
normal operations on an Exchange, (v) the facilities of an Exchange or the
Options Clearing Corporation ("OCC") may not at all times be adequate to handle
current trading volume, or (vi) one or more Exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that Exchange (or in that class or series of options)
would cease to exist, although outstanding options on that Exchange that had
been issued by the OCC as a result of trades on that Exchange would continue to
be exercisable in accordance with their terms.
A Portfolio may write options in connection with buy-and-write transactions;
that is, a Portfolio may buy a security and then write a call option against
that security. The exercise price of a call option may be below ("in-the-
money"), equal to ("at-the-money") or above ("out-of-the-money") the current
value of the underlying security at the time the option is written.
Buy-and-write transactions using in-the-money call options may be used when it
is expected that the price of the underlying security will remain flat or
decline moderately during the option period. Buy-and-write transactions using
at-the-money call options may be used when it is expected that the price of the
underlying security will remain fixed or advance moderately during the option
period. Buy-and-write transactions using out-of-the-money call options may be
used when it is expected that the premiums received from writing the call
option plus the appreciation in the market price of the underlying security up
to the exercise price will be greater than the appreciation in the price of the
underlying security alone. If the call options are exercised in such
transactions, a Portfolio's maximum gain will be the premium received by it for
writing the option, adjusted upwards or downwards by the difference between the
Portfolio's purchase price of the security and the exercise price. If the
options are not exercised and the price of the underlying security declines,
the amount of such decline will be offset by the amount of premium received.
The writing of covered put options is similar in terms of risk and return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and a Portfolio's gain will be limited to the
premium received. If the market price of the underlying security declines or
otherwise is below the exercise price, the Portfolio may elect to close the
position or take delivery of the security at the exercise price and a
Portfolio's return will be the premium received from the put options minus the
amount by which the market price of the security is below the exercise price.
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A Portfolio may buy put options to attempt to hedge against a decline in the
value of its securities. By using put options in this way, a Portfolio will
reduce any profit it might otherwise have realized in the underlying security
by the amount of the premium paid for the put option and by transaction costs.
A Portfolio may buy call options to attempt to hedge against an increase in the
price of securities that the Portfolio may buy in the future. The premium paid
for the call option plus any transaction costs will reduce the benefit, if any,
realized by a Portfolio upon exercise of the option, and, unless the price of
the underlying security rises sufficiently, the option may expire worthless to
the Portfolio.
In purchasing an option, a Portfolio would be in a position to realize a gain
if, during the option period, the price of the underlying security increased
(in the case of a call) or decreased (in the case of a put) by an amount in
excess of the premium paid and would realize a loss if the price of the
underlying security did not increase (in the case of a call) or decrease (in
the case of a put) during the period by more than the amount of the premium. If
a put or call option brought by a Portfolio were permitted to expire without
being sold or exercised, the Portfolio would lose the amount of the premium.
Although they entitle the holder to buy equity securities, warrants on and
options to purchase equity securities do not entitle the holder to dividends or
voting rights with respect to the underlying securities, nor do they represent
any rights in the assets of the issuer of those securities.
INTEREST RATE SWAPS AND SWAP-RELATED PRODUCTS. In order to attempt to protect
the value of a Portfolio's investments from interest rate or currency exchange
rate fluctuations, a Portfolio may enter into interest rate swaps, and may buy
or sell interest rate caps and floors. A Portfolio expects to enter into these
transactions primarily to attempt to preserve a return or spread on a
particular investment or portion of its portfolio. A Portfolio also may enter
into these transactions to attempt to protect against any increase in the price
of securities the Portfolio may consider buying at a later date. A Portfolio
does not intend to use these transactions as a speculative investment. Interest
rate swaps involve the exchange by a Portfolio with another party of their
respective commitments to pay or receive interest, E.G., an exchange of
floating rate payments for fixed rate payments. The exchange commitments can
involve payments to be made in the same currency or in different currencies.
The purchase of an interest rate cap entitles the purchaser, to the extent that
a specified index exceeds a predetermined interest rate, to receive payments of
interest on a contractually based principal amount from the party selling the
interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a contractually based
principal amount from the party selling the interest rate floor.
Swap and swap-related products are specialized OTC instruments and their use
involves risks specific to the markets in which they are entered into. A
Portfolio will usually enter into interest rate swaps on a net basis, I.E., the
two payment streams are netted out, with the Portfolio receiving or paying, as
the case may be, only the net amount of the two payments. The net amount of the
excess, if any, of a Portfolio's obligations over its entitlements with respect
to each interest rate swap will be calculated on a daily basis and an amount of
cash or other liquid assets having an aggregate net asset value of at least
equal to the accrued excess will be segregated with the Fund's custodian. If a
Portfolio enters into an interest rate swap on other than a net basis, the
Portfolio would segregate assets in the full amount accrued on a daily basis of
the Portfolio's obligations with respect to the swap. A Portfolio will not
enter into any interest rate swap, cap or floor transaction unless the
unsecured senior debt or the claims-paying ability of the other party thereto
is rated in one of the three highest rating categories of at least one
nationally recognized statistical rating organization at the time of entering
into such transaction. A Portfolio's Sub-Adviser will monitor the
creditworthiness of all counterparties on an ongoing basis. If there is a
default by the other party to such a transaction, a Portfolio will have
contractual remedies pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. The Sub-Advisers have determined
that, as a result, the swap market has become relatively liquid. Caps and
floors are more recent innovations for which standardized documentation has not
yet been developed and, accordingly, they are less liquid than swaps. To the
extent a Portfolio sells (I.E., writes) caps and floors, it will segregate with
the custodian cash or other liquid assets having an aggregate net asset value
at least equal to the full amount, accrued on a daily basis, of the Portfolio's
obligations with respect to any caps or floors.
Interest rate swap transactions are subject to limitations set forth in each
Portfolio's policies. These transactions may in some instances involve the
delivery of securities or other underlying assets by a Portfolio or its
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counterparty to collateralize obligations under the swap. Under the
documentation currently used in those markets, the risk of loss with respect to
interest rate swaps is limited to the net amount of the interest payments that
a Portfolio is contractually obligated to make. If the other party to an
interest rate swap that is not collateralized defaults, a Portfolio would risk
the loss of the net amount of the payments that the Portfolio contractually is
entitled to receive. A Portfolio may buy and sell (I.E., write) caps and floors
without limitation, subject to the segregated account requirement described
above.
In addition to the instruments, strategies and risks described in this
Statement of Additional Information and in the Prospectus, there may be
additional opportunities in connection with options, futures contracts, forward
currency contracts, and other hedging techniques, that become available as each
Portfolio's Sub-Adviser develops new techniques, as regulatory authorities
broaden the range of permitted transactions and as new instruments and
techniques are developed. A Sub-Adviser may use these opportunities to the
extent they are consistent with each Portfolio's respective investment
objective and are permitted by each Portfolio's respective investment
limitations and applicable regulatory requirements.
SPECIAL INVESTMENT CONSIDERATIONS AND RISKS. The successful use of the
investment practices described above with respect to futures contracts, options
on futures contracts, forward contracts, options on securities and on foreign
currencies, and swaps and swap-related products draws upon skills and
experience which are different from those needed to select the other
instruments in which the Portfolios invest. Should interest or exchange rates
or the prices of securities or financial indices move in an unexpected manner,
a Portfolio may not achieve the desired benefits of futures, options, swaps and
forwards or may realize losses and thus be in a worse position than if such
strategies had not been used. Unlike many exchange-traded futures contracts and
options on futures contracts, there are no daily price fluctuation limits with
respect to options on currencies, forward contracts and other negotiated or OTC
instruments, and adverse market movements could therefore continue to an
unlimited extent over a period of time. In addition, the correlation between
movements in the price of the securities and currencies hedged or used for
cover will not be perfect and could produce unanticipated losses.
A Portfolio's ability to dispose of its positions in the foregoing instruments
will depend on the availability of liquid markets in the instruments. Markets
in a number of the instruments are relatively new and still developing, and it
is impossible to predict the amount of trading interest that may exist in those
instruments in the future. Particular risks exist with respect to the use of
each of the foregoing instruments and could result in such adverse consequences
to a Portfolio as the possible loss of the entire premium paid for an option
bought by the Portfolio, the inability of the Portfolio, as the writer of a
covered call option, to benefit from the appreciation of the underlying
securities above the exercise price of the option and the possible need to
defer closing out positions in certain instruments to avoid adverse tax
consequences. As a result, no assurance can be given that a Portfolio will be
able to use those instruments effectively for the purposes set forth above.
In connection with certain of its hedging transactions, assets must be
segregated with the Fund's custodian bank to ensure that the Portfolio will be
able to meet its obligations under these instruments. Assets held in a
segregated account generally may not be disposed of for so long as the
Portfolio maintains the positions giving rise to the segregation requirement.
Segregation of a large percentage of the Portfolio's assets could impede
implementation of the Portfolio's investment policies or the Portfolio's
ability to meet redemption requests or other current obligations.
ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS AND
FOREIGN INSTRUMENTS. Unlike transactions entered into by a Portfolio in futures
contracts, options on foreign currencies and forward contracts are not traded
on contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the SEC. To the contrary, such instruments are
traded through financial institutions acting as market-makers, although foreign
currency options are also traded OTC. In an OTC trading environment, many of
the protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of
time. Although the buyer of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, an option writer and a buyer or seller of futures or forward
contracts could lose amounts substantially in excess of any premium received or
initial margin or collateral posted due to the potential additional margin and
collateral requirements associated with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on such
exchanges. As a result, many of the protections provided to traders on
organized exchanges are available with respect to such
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transactions. In particular, all foreign currency option positions entered into
on a national securities exchange are cleared and guaranteed by the OCC,
thereby reducing the risk of counterparty default. Further, a liquid secondary
market in options traded on a national securities exchange may be more readily
available than in the OTC market, potentially permitting a Portfolio to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of
options written, the nature of the foreign currency market, possible
intervention by governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign currencies
involve certain risks not presented by the OTC market. For example, exercise
and settlement of such options must be made exclusively through the OCC, which
has established banking relationships in applicable foreign countries for this
purpose. As a result, the OCC may, if it determines that foreign government
restrictions or taxes would prevent the orderly settlement of foreign currency
option exercises, or would result in undue burdens on the OCC or its clearing
member, impose special procedures on exercise and settlement, such as technical
changes in the mechanics of delivery of currency, the fixing of dollar
settlement prices or prohibitions, on exercise.
In addition, options on U.S. Government securities, futures contracts, options
on futures contracts, forward contracts and options on foreign currencies may
be traded on foreign exchanges and OTC in foreign countries. Such transactions
are subject to the risk of governmental actions affecting trading in or the
prices of foreign currencies or securities. The value of such positions also
could be adversely affected by (i) other complex foreign political and economic
factors, (ii) lesser availability than in the United States of data on which to
make trading decisions, (iii) delays in a Portfolio's ability to act upon
economic events occurring in foreign markets during nonbusiness hours in the
United States, (iv) the imposition of different exercise and settlement terms
and procedures and margin requirements than in the United States, and (v) low
trading volume.
/diamond/ ZERO COUPON, PAY-IN-KIND AND
STEP COUPON SECURITIES
Subject to any limitations set forth in the policies and investment
restrictions for a Portfolio, a Portfolio may invest in zero coupon,
pay-in-kind or step coupon securities. Zero coupon and step coupon bonds are
issued and traded at a discount from their face amounts. They do not entitle
the holder to any periodic payment of interest prior to maturity or prior to a
specified date when the securities begin paying current interest. The discount
from the face amount or par value depends on the time remaining until cash
payments begin, prevailing interest rates, liquidity of the security and the
perceived credit quality of the issuer. Pay-in-kind securities may pay all or a
portion of their interest or dividends in the form of additional securities.
Because they do not pay current income, the price of pay-in-kind securities can
be very volatile when interest rates change.
Current Federal income tax law requires holders of zero coupon securities and
step coupon securities to report the portion of the original issue discount on
such securities that accrues that year as interest income, even though the
holders receive no cash payments of interest during the year. In order to
qualify as a "regulated investment company" under the Internal Revenue Code,
each Portfolio must distribute its investment company taxable income, including
the original issue discount accrued on zero coupon or step coupon bonds.
Because a Portfolio will not receive cash payments on a current basis in
respect of accrued original-issue discount on zero coupon bonds or step coupon
bonds during the period before interest payments begin, in some years a
Portfolio may have to distribute cash obtained from other sources in order to
satisfy the distribution requirements under the Code. A Portfolio might obtain
such cash from selling other portfolio holdings. These actions are likely to
reduce the assets to which a Portfolio's expenses could be allocated and to
reduce the rate of return for the Portfolio. In some circumstances, such sales
might be necessary in order to satisfy cash distribution requirements even
though investment considerations might otherwise make it undesirable for the
Portfolio to sell the securities at the time.
Generally, the market prices of zero coupon, step coupon and pay-in-kind
securities are more volatile than the prices of securities that pay interest
periodically and in cash and are likely to respond to changes in interest rates
to a greater degree than other types of debt securities having similar
maturities and credit quality.
/diamond/ WARRANTS AND RIGHTS
Subject to its investment limitations, a Portfolio may invest in warrants and
rights. Warrants are, in effect, longer-term call options. They give the holder
the right to purchase a given number of shares of a particular company at
specified prices, usually higher than the market
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price at the time of issuance, for a period of years or to perpetuity. The
purchaser of a warrant expects the market price of the security will exceed the
purchase price of the warrant plus the exercise price of the warrant, thus
giving him a profit. Of course, because the market price may never exceed the
exercise price before the expiration date of the warrant, the purchaser of the
warrant risks the loss of the entire purchase price of the warrant. Warrants
generally trade in the open market and may be sold rather than exercised.
Warrants are sometimes sold in unit form with other securities of an issuer.
Units of warrants and common stock may be employed in financing young
unseasoned companies. The purchase price of a warrant varies with the exercise
price of the warrant, the current market value of the underlying security, the
life of the warrant and various other investment factors.
In contrast, rights, which also represent the right to buy common shares,
normally have a subscription price lower than the current market value of the
common stock and a life of two to four weeks.
Warrants and rights may be considered more speculative than certain other types
of investments in that they do not entitle a holder to dividends or voting
rights with respect to the securities which may be purchased, nor do they
represent any rights in the assets of the issuing company. Also, the value of a
warrant or right does not necessarily change with the value of the underlying
securities and a warrant or right ceases to have value if it is not exercised
prior to the expiration date.
/diamond/ MORTGAGE-BACKED SECURITIES
A Portfolio may invest in mortgage-backed securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, or institutions such as
banks, insurance companies, and savings and loans. Some of these securities,
such as Government National Mortgage Association ("GNMA") certificates, are
backed by the full faith and credit of the U.S. Treasury while others, such as
Federal Home Loan Mortgage Corporation ("Freddie Mac") certificates, are not.
Mortgage-backed securities represent interests in a pool of mortgages.
Principal and interest payments made on the mortgages in the underlying
mortgage pool are passed through to the Portfolio. These securities are often
subject to more rapid repayment than their stated maturity dates would indicate
as a result of principal prepayments on the underlying loans. This can result
in significantly greater price and yield volatility than with traditional fixed
income securities. During periods of declining interest rates, prepayments can
be expected to accelerate which will shorten these securities weighted average
life and may lower their return. Conversely, in a rising interst rate
environment, a declining prepayment rate will extend the weighted average life
of these securities which generally would cause their values to fluctuate more
widely in response to changes in interest rates.
The value of these securities also may change because of changes in the
market's perception of the creditworthiness of the federal agency or private
institution that issued them. In addition, the mortgage securities market in
general may be adversely affected by changes in governmental regulation or tax
policies.
/diamond/ ASSET-BACKED SECURITIES
Asset-backed securities represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as
pass-through securities. Interest and principal payments ultimately depend on
payment of the underlying loans by individuals, although the securities may be
supported by letters of credit or other credit enhancements. The underlying
assets (E.G., loans) are subject to prepayments which shorten the securities'
weighted average life and may lower their returns. If the credit support or
enhancement is exhausted, losses or delays in payment may result if the
required payments of principal and interest are not made. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the pool, the originator of the
pool, or the financial institution providing the credit support or enhancement.
A Portfolio will invest its assets in asset-backed securities subject to any
limitations set forth in its investment policies or restrictions.
/diamond/ PASS-THROUGH SECURITIES
Subject to a Portfolio's investment restrictions and policies, a Portfolio may
invest its net assets in various types of pass-through securities, such as
mortgage-backed securities, asset-backed securities and participation
interests. A pass-through security is a share or certificate of interest in a
pool of debt obligations that have been repackaged by an intermediary, such as
a bank or broker-dealer. The purchaser receives an undivided interest in the
underlying pool of securities. The issuers of the underlying securities make
interest and principal payments to the intermediary which are passed through to
purchasers, such as the Portfolio. The most common type of pass-through
securities are mortgage-backed securities. GNMA Certificates are mortgage-backed
securities that evidence an undivided interest in a pool of mortgage loans.
GNMA Certificates differ from traditional bonds in that principal is paid back
monthly by
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the borrowers over the term of the loan rather than returned in a lump sum at
maturity. The Portfolio will generally purchase "modified pass-through" GNMA
Certificates, which entitle the holder to receive a share of all interest and
principal payments paid and owned on the mortgage pool, net of fees paid to the
"issuer" and GNMA, regardless of whether or not the mortgagor actually makes
the payment. GNMA Certificates are backed as to the timely payment of principal
and interest by the full faith and credit of the U.S. Government.
The Federal Home Loan Mortgage Corporation ("FHLMC") issues two types of
mortgage pass-through securities: mortgage participation certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA Certificates
in that each PC represents a pro rata share of all interest and principal
payments made and owned on the underlying pool. FHLMC guarantees timely
payments of interest on PCs and the full return of principal. GMCs also
represent a pro rata interest in a pool of mortgages. However, these
instruments pay interest semi-annually and return principal once a year in
guaranteed minimum payments. This type of security is guaranteed by FHLMC as to
timely payment of principal and interest, but is not backed by the full faith
and credit of the U.S. Government.
FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates"). FNMA Certificates resemble GNMA Certificates in that each FNMA
Certificate represents a pro rata share of all interest and principal payments
made and owned on the underlying pool. This type of security is guaranteed by
FNMA as to timely payment of principal and interest, but it is not backed by
the full faith and credit of the U.S. Government.
/diamond/ OTHER INCOME PRODUCING
SECURITIES
Subject to each Portfolio's investment restrictions and policies, other types
of income producing securities that a Portfolio may purchase include, but are
not limited to, the following types of securities:
VARIABLE AND FLOATING RATE OBLIGATIONS. These types of securities are
relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at
specified intervals prior to maturity.
STANDBY COMMITMENTS. These instruments, which are similar to a put,
give a Portfolio the option to obligate a broker, dealer or bank to
repurchase a security held by the Portfolio at a specified price.
TENDER OPTION BONDS. Tender option bonds are relatively long-term bonds
that are coupled with the agreement of a third party (such as a broker,
dealer or bank) to grant the holders of such securities the option to
tender the securities to the institution at periodic intervals.
INVERSE FLOATERS. Inverse floaters are instruments whose interest bears
an inverse relationship to the interest rate on another security. A
Portfolio will not invest more than 5% of its assets in inverse floaters.
See "Debt Securities And Fixed-Income Investing," in the Fund's Prospectus for
a description of risks involved with these securities.
A Portfolio will purchase instruments with demand features, standby commitments
and tender option bonds primarily for the purpose of increasing the liquidity
of its portfolio. (See Appendix A in this Statement of Additional Information
regarding income producing securities in which a Portfolio may invest.)
/diamond/ ILLIQUID AND RESTRICTED/144A SECURITIES
A Portfolio may invest up to 15% (the Money Market Portfolio may only invest up
to 10%) of its net assets in illiquid securities (I.E., securities that are not
readily marketable).
In recent years, a large institutional market has developed for certain
securities that are not registered under the Securities Act of 1933 ("1933
Act"). Institutional investors generally will not seek to sell these
instruments to the general public, but instead will often depend on an
efficient institutional market in which such unregistered securities can
readily be resold or on an issuer's ability to honor a demand for repayment.
Therefore, the fact that there are contractual or legal restrictions on resale
to the general public or certain institutions is not dispositive of the
liquidity of such investments.
Rule 144A under the 1933 Act established a "safe harbor" from the registration
requirements of the 1933 Act for resales of certain securities to qualified
institutional buyers. Institutional markets for restricted securities that
might develop as a result of Rule 144A could provide both readily ascertainable
values for restricted securities and the ability to liquidate an investment in
order to satisfy share redemption orders. An insufficient number of qualified
institutional buyers interested in purchasing a Rule 144A-eligible security
held by a Portfolio could, however, adversely affect the marketability of such
portfolio security and the Portfolio might be unable to dispose of such
security promptly or at reasonable prices.
The Fund's Board of Directors has authorized each Portfolio's Sub-Adviser to
make liquidity determinations with respect to Rule 144A securities in
accordance with
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the guidelines established by the Board of Directors. Under the guidelines, the
Portfolio's Sub-Adviser will consider the following factors in determining
whether a Rule 144A security is liquid: 1) the frequency of trades and quoted
prices for the security; 2) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; 3) the willingness
of dealers to undertake to make a market in the security; and 4) the nature of
the marketplace trades, including the time needed to dispose of the security,
the method of soliciting offers and the mechanics of the transfer. The sale of
illiquid securities often requires more time and results in higher brokerage
charges or dealer discounts and other selling expenses than does the sale of
securities eligible for trading on national securities exchanges or in the OTC
markets. The Portfolio may be restricted in its ability to sell such securities
at a time when a Portfolio's Sub-Adviser deems it advisable to do so. In
addition, in order to meet redemption requests, a Portfolio may have to sell
other assets, rather than such illiquid securities, at a time which is not
advantageous.
/diamond/ OTHER INVESTMENT COMPANIES
In accordance with certain provisions of the 1940 Act, certain Portfolios may
invest up to 10% of their total assets, calculated at the time of purchase, in
the securities of money market funds, which are investment companies. The 1940
Act also provides that a Portfolio generally may not invest (i) more than 5% of
its total assets in the securities of any one investment company or (ii) in
more than 3% of the voting securities of any other investment company. A
Portfolio will indirectly bear its proportionate share of any investment
advisory fees and expenses paid by the funds in which it invests, in addition
to the investment advisory fee and expenses paid by the Portfolio. However, if
the Growth, Bond or Global Portfolio invests in a Janus money market fund,
Janus Capital will remit to such Portfolio the fees it receives from the Janus
money market fund to the extent such fees are based on the Portfolio's assets.
The International Equity and U.S. Equity Portfolios may not purchase securities
of other investment companies, other than a security acquired in connection
with a merger, consolidation, acquisition, reorganization or offer of exchange
and except as otherwise permitted under the 1940 Act. Investments by the
International Equity and U.S. Equity Portfolios in the GEI Short-Term
Investment Fund, an investment fund advised by GEIM, created specifically to
serve as a vehicle for the collective investment of cash balances of these
Portfolios and other accounts advised by GEIM or GEIC, is not considered an
investment in another investment company for purposes of these restrictions.
The GEI Short-Term Investment Fund is not registered with the SEC as an
investment company.
/diamond/ QUALITY AND DIVERSIFICATION REQUIREMENTS (MONEY MARKET PORTFOLIO)
For the purpose of maintaining a stable net asset value per share, the Money
Market Portfolio will (i) limit its investment in the securities (other than
U.S. Government securities and securities that benefit from certain types of
credit enhancement arrangements) of any one issuer to no more than 5% of its
total assets, measured at the time of purchase, except at any time for an
investment in a single issuer of up to 25% of the Portfolio's total assets held
for not more than three business days; and (ii) limit investments to securities
that present minimal credit risks and securities (other than U.S. Government
securities) that are rated within the highest short-term rating category by at
least two nationally recognized statistical rating organizations ("NRSROs") or
by the only NRSRO that has rated the security. Securities which originally had
a maturity of over one year are subject to more complicated, but generally
similar rating requirements. A description of illustrative credit ratings is
set forth in Appendix A to the Fund's Prospectus. The Portfolio may also
purchase unrated securities that are of comparable quality to the rated
securities described above as determined by the Board of Directors.
Additionally, if the issuer of a particular security has issued other
securities of comparable priority and security and which have been rated in
accordance with (ii) above, that security will be deemed to have the same
rating as such other rated securities.
In addition, the Board of Directors of the Fund has adopted procedures which
(i) require the Fund's Directors to approve or ratify purchases by the
Portfolio of securities (other than U.S. Government securities) that are rated
by only one NRSRO or that are unrated; (ii) require the Portfolio to maintain a
dollar-weighted average portfolio maturity of not more than 90 days and to
invest only in securities with a remaining maturity of not more than 13 months;
and (iii) require the Portfolio, in the event of certain downgrading of or
defaults on portfolio holdings, to dispose of the holdings, subject in certain
circumstances to a finding by the Fund's Directors that disposing of the
holding would not be in the Portfolio's best interest.
/diamond/ BANK AND THRIFT OBLIGATIONS
Bank and thrift obligations in which a Portfolio may invest are limited to
dollar-denominated certificates of
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deposit, time deposits and bankers' acceptances issued by bank or thrift
institutions. Certificates of deposit are short-term, unsecured, negotiable
obligations of commercial banks and thrift institutions. Time deposits are
non-negotiable deposits maintained in bank or thrift institutions for specified
periods of time at stated interest rates. Bankers' acceptances are negotiable
time drafts drawn on commercial banks usually in connection with international
transactions.
Bank and thrift obligations in which the Portfolio invests may be, but are not
required to be, issued by institutions that are insured by the Federal Deposit
Insurance Corporation (the "FDIC"). Bank and thrift institutions organized
under Federal law are supervised and examined by Federal authorities and are
required to be insured by the FDIC. Institutions organized under state law are
supervised and examined by state banking authorities but are insured by the
FDIC only if they so elect. State institutions insured by the FDIC are subject
to Federal examination and to a substantial body of Federal law regulation. As
a result of Federal and state laws and regulations, Federally insured bank and
thrift institutions are, among other things, generally required to maintain
specified levels of reserves and are subject to other supervision and
regulation designed to promote financial soundness.
Obligations of foreign branches of domestic banks and of United Kingdom
branches of foreign banks may be general obligations of the parent bank in
addition to the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are subject to
different risks than are those of domestic banks or domestic branches of
foreign banks. These risks include foreign economic and political developments,
foreign governmental restrictions that may adversely affect payment of
principal and interest on the obligations, foreign exchange controls and
foreign withholding and other taxes on interest income. Foreign branches of
domestic banks and United Kingdom branches of foreign banks are not necessarily
subject to the same or similar regulatory requirements that apply to domestic
banks, such as mandatory reserve requirements, loan limitations and accounting,
auditing and financial recordkeeping requirements. In addition, less
information may be publicly available about a foreign branch of a domestic bank
or about a foreign bank than about a domestic bank. Certificates of deposit
issued by wholly-owned Canadian subsidiaries of domestic banks are guaranteed
as to repayment of principal and interest (but not as to sovereign risk) by the
domestic parent bank.
Obligations of domestic branches of foreign banks may be general obligations of
the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by governmental regulation as well as
governmental action in the country in which the foreign bank has its head
office. A domestic branch of a foreign bank with assets in excess of $1 billion
may or may not be subject to reserve requirements imposed by the Federal
Reserve System or by the state in which the branch is located if the branch is
licensed by that state. In addition, branches licensed by the Comptroller of
the Currency and branches licensed by certain states ("State Branches") may or
may not be required to: (i) pledge to the regulator, by depositing assets with
a designated bank within the state, an amount of its assets equal to 5% of its
total liabilities; and (ii) maintain assets within the state in an amount equal
to a specified percentage of the aggregate amount of liabilities of the foreign
bank payable at or through all of its agencies or branches within the state.
The deposits of State Branches may not necessarily be insured by the FDIC.
A Portfolio may purchase obligations, or all or a portion of a package of
obligations, of smaller institutions that are Federally insured, provided the
obligation of any single institution does not exceed the Federal insurance
coverage of the obligation, presently $100,000.
33
<PAGE>
MANAGEMENT OF THE FUND
/diamond/ DIRECTORS AND OFFICERS
The directors and executive officers of the Fund and their principal
occupations for at least the last five years are set forth below:
PETER R. BROWN, DIRECTOR (DOB 5/10/28), 1475 South Belcher Road, Largo, Florida
33771. Chairman of the Board, Peter Brown Construction Company,
(construction contractors and engineers), Largo, Florida (1963 - present);
Trustee of IDEX Series Fund, former Trustee of IDEX Fund, IDEX II Series
Fund and IDEX Fund 3; Rear Admiral (Ret.) U.S. Navy Reserve, Civil Engineer
Corps.
CHARLES C. HARRIS, DIRECTOR (DOB 7/15/30), 35 Winston Drive, Clearwater,
Florida 34616. Retired (1988 - present); Senior Vice President, Treasurer
(1966 - 1988), Western Reserve Life Assurance Co. of Ohio; Vice President,
Treasurer (1968 - 1988), Director (1968 - 1987), Pioneer Western
Corporation; Vice President of the Fund (1986 - December, 1990); Trustee of
IDEX Series Fund, former Trustee of IDEX Fund, IDEX II Series Fund and IDEX
Fund 3.
RUSSELL A. KIMBALL, JR., DIRECTOR (DOB 8/17/44), 1160 Gulf Boulevard,
Clearwater Beach, Florida 34630. General Manager, Sheraton Sand Key Resort
(resort hotel), Clearwater, Florida (1975 - present).
JOHN R. KENNEY (1, 2) CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT (DOB
2/8/38). Chairman of the Board of Directors (1982 - present), Chief
Executive Officer (1982 - present), President (1978 - 1987 and December,
1992 - present), Director (1978 - present), Western Reserve Life Assurance
Co. of Ohio; Chairman of the Board of Directors (September, 1996 -
present), President (September, 1997 - present) WRL Investment Management,
Inc. (investment adviser), Largo, Florida; Chairman of the Board of
Directors (September, 1996 - present), WRL Investment Services, Inc.,
Largo, Florida; Chairman of the Board of Directors (February, 1997 -
present) AEGON Asset Management Services, Inc., Largo, Florida; Chairman of
the Board of Directors and Chief Executive Officer (1988 - February, 1991),
President (1988 - 1989), Director (1976 - February, 1991), Executive Vice
President (1972 - 1988), Pioneer Western Corporation (financial services),
Largo, Florida; President and Director (1985 - 1990) and Director
(December, 1990 - present); Idex Management, Inc. (investment adviser),
Largo, Florida; Trustee (1987 - September, 1996), Chairman (December, 1989
- September, 1990 and November, 1990 - September, 1996) and President and
Chief Executive Officer (November, 1986 - September, 1990), IDEX Fund, IDEX
II Series Fund and IDEX Fund 3; Trustee and Chairman (September, 1996 -
present) of IDEX Series Fund (investment companies) all of Largo, Florida.
G. JOHN HURLEY (1, 2) DIRECTOR AND EXECUTIVE VICE PRESIDENT (DOB 9/12/48).
Executive Vice President (June, 1993 - present), Chief Operating Officer
(March, 1994 - January, 1997), Western Reserve Life Assurance Co. of Ohio;
Director (September, 1996 - present), WRL Investment Management, Inc.
(investment adviser), Largo, Florida; Director (September, 1996 - present),
WRL Investment Services, Inc., Largo, Florida; Director, President and
Chief Executive Officer (February, 1997 - present) AEGON Asset Management
Services, Inc., Largo, Florida; President and Chief Executive Officer
(September, 1990 - September, 1996), Trustee (June, 1990 - September, 1996)
and Executive Vice President (June, 1988 - September, 1990) of IDEX Fund,
IDEX II Series Fund and IDEX Fund 3 (investment companies); Trustee,
President and Chief Financial Officer (September, 1996 - present) of IDEX
Series Fund; President, Chief Executive Officer and Director of
InterSecurities, Inc. (May, 1988 - present); Assistant Vice President of
AEGON USA Managed Portfolios, Inc. (September, 1991 - August, 1992); Vice
President of Pioneer Western Corporation (May, 1988 - February, 1991)
(financial services), Largo, Florida.
ALLAN HAMILTON (1, 2) TREASURER, PRINCIPAL FINANCIAL OFFICER (DOB 11/26/56).
Vice President and Controller (1987 - present), Treasurer (February, 1997 -
present), Assistant Vice President and Assistant Controller (1983 - 1987),
Western Reserve Life Assurance Co. of Ohio; Vice President and Controller
(1988 to February, 1991), Pioneer Western Corporation (financial services),
Largo, Florida.
THOMAS E. PIERPAN (1, 2) SECRETARY, VICE PRESIDENT AND ASSOCIATE GENERAL
COUNSEL (DOB 10/18/43). Assistant Secretary (March, 1995 - December, 1997)
of WRL Series Fund, Inc.; Vice President, Counsel and Secretary (December,
1997 - present) of IDEX Series Fund (mutual fund); Assistant Vice
President, Counsel and Assistant Secretary (November, 1997 - present) of
InterSecurities, Inc. (broker-dealer); Assistant Secretary and Associate
General Counsel (September, 1997 - present) of WRL Investment Management,
Inc. (investment adviser); Assistant Secretary and Associate General
Counsel (September, 1997 - present) of WRL Investment Services, Inc.; Vice
President (November, 1993 - present), Associate General Counsel (February,
1995 - present), Assistant Secretary (February, 1995 - present), Assistant
Vice President (November, 1992 - November, 1993) of
34
<PAGE>
Western Reserve Life Assurance Co. of Ohio (life insurance company).
ALAN M. YAEGER (1, 2) EXECUTIVE VICE PRESIDENT (DOB 10/21/46). Executive Vice
President (June, 1993 - present), Chief Financial Officer (December, 1995 -
present), Senior Vice President (1981 - June, 1993) and Actuary (1972 -
present), Western Reserve Life Assurance Co. of Ohio; Director (September,
1996 - present), WRL Investment Management, Inc. (investment adviser)
Largo, Florida; Director (September, 1996 - present), WRL Investment
Services, Inc., Largo, Florida.
- --------------
(1) The principal business address is Western Reserve Life Assurance Co. of
Ohio, P.O. Box 5068, Clearwater, Florida 33758-5068.
(2) Interested person as defined in the 1940 Act and affiliated person of
Investment Adviser.
The Fund pays no salaries or compensation to any of its officers, all of whom
are employees of WRL. The Fund pays an annual fee of $6,000 to each Director
who is not affiliated with the Investment Adviser or the Sub-Advisers
("disinterested Director"). Each disinterested Director also receives $500,
plus expenses, per each regular and special Board meeting attended. The table
below shows each Portfolio's allocation of Directors' fees and expenses paid
for the year ended December 31, 1997. The compensation table provides
compensation amounts paid to disinterested Directors of the Fund for the fiscal
year ended December 31, 1997.
DIRECTOR'S FEES PAID - YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PORTFOLIO AMOUNT PAID
- --------------------------- -------------
<S> <C>
Aggressive Growth $4,000
Emerging Growth 5,000
International Equity 0
Global 5,000
Growth 8,000
Third Avenue Value(1) N/A
C.A.S.E. Growth 0
U.S. Equity 0
Value Equity 1,000
Global Sector 0
Tactical Asset Allocation 1,000
Strategic Total Return 3,000
Real Estate Securities(1) N/A
Growth & Income 1,000
Balanced 1,000
Bond 1,000
Money Market 0
</TABLE>
- --------------
(1) Portfolio had not commenced operations as of December 31, 1997.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension Or
Retirement
Benefits Total Compensation
Aggregate Accrued As Paid to Directors From
Compensation From Part of WRL Series Fund, Inc. and
Name of Person, Position WRL Series Fund, Inc. Fund Expenses* IDEX Series Fund, Inc.
- ----------------------------------- ----------------------- ---------------- --------------------------
<S> <C> <C> <C>
Peter R. Brown, Director $10,000 0 $32,500
Charles C. Harris, Director 10,000 0 32,500
Russell A. Kimball, Jr., Director 10,000 0 10,000
</TABLE>
- --------------
* The Plan became effective January 1, 1996.
35
<PAGE>
Commencing on January 1, 1996, a non-qualified deferred compensation plan (the
"Plan") became available to directors who are not interested persons of the
Fund. Under the Plan, compensation may be deferred that would otherwise be
payable by the Fund, or IDEX Series Fund to a disinterested Director or Trustee
on a current basis for services rendered as director. Deferred compensation
amounts will accumulate based on the value of Class A shares of a portfolio of
IDEX Series Fund (without imposition of sales charge), as elected by the
Director. It is not anticipated that the Plan will have any impact on the Fund.
As of April 1, 1998, the Directors and officers of the Fund beneficially owned
in the aggregate less than 1% of the Fund's shares through ownership of
Policies and Annuity Contracts indirectly invested in the Fund. The Board of
Directors has established an Audit Committee consisting of Messrs. Brown,
Harris and Kimball.
/diamond/ THE INVESTMENT ADVISER
The information that follows supplements the information provided about the
Investment Adviser under the caption "Management of the Fund - Investment
Adviser" in the Prospectus.
WRL Investment Management, Inc. ("WRL Management") serves as the investment
adviser to each Portfolio of the Fund pursuant to an Investment Advisory
Agreement dated January 1, 1997 with the Fund. The Investment Adviser is a
direct, wholly-owned subsidiary of WRL, which is wholly-owned by First AUSA
Life Insurance Company ("First AUSA"), a stock life insurance company, which is
wholly-owned by AEGON USA, Inc. ("AEGON USA"). AEGON USA is a financial
services holding company whose primary emphasis is on life and health insurance
and annuity and investment products. AEGON USA is a wholly-owned indirect
subsidiary of AEGON nv, a Netherlands corporation, which is a publicly traded
international insurance group.
The Investment Advisory Agreement was approved by the Fund's Board of
Directors, including a majority of the Directors who are not "interested
persons" of the Fund (as defined in the 1940 Act) on October 3, 1996 and by the
shareholders of each Portfolio of the Fund on December 16, 1996. The Investment
Advisory Agreement provides that it will continue in effect for an initial term
ending January 1, 1999, and from year to year thereafter, if approved annually
(a) by the Board of Directors of the Fund or by a majority of the outstanding
shares of each Portfolio, and (b) by a majority of the Directors who are not
parties to such contract or "interested persons" of any such party. The
Investment Advisory Agreement may be terminated without penalty on 60 days'
written notice at the option of either party or by the vote of the shareholders
of each Portfolio and terminates automatically in the event of its assignment
(within the meaning of the 1940 Act).
While the Investment Adviser is at all times subject to the direction of the
Board of Directors of the Fund, the Investment Advisory Agreement provides that
the Investment Adviser, subject to review by the Board of Directors, is
responsible for the actual management of the Fund and has responsibility for
making decisions to buy, sell or hold any particular security. The Investment
Adviser also is obligated to provide all the office space, facilities,
equipment and personnel necessary to perform its duties under the Investment
Advisory Agreement. For further information about the management of each
Portfolio of the Fund, see "The Sub-Advisers", on pp. 39-42.
ADVISORY FEE. The method of computing the investment advisory fee is fully
described in the Fund's Prospectus. For the years ended December 31, 1997, 1996
and 1995, the Investment Adviser was paid fees for its services to each
Portfolio in the following amounts (no information is included for the Third
Avenue Value and Real Estate Securities Portfolios as these Portfolios had not
yet commenced operations as of December 31, 1997):
36
<PAGE>
ADVISORY FEES
<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------------------------------------------
Portfolio 1997 1996 1995
- ------------------------------ ------------- ------------------------------ --------------------------
<S> <C> <C> <C>
Aggressive Growth $2,249,801 $ 1,529,679 $ 849,097
Emerging Growth 4,075,498 2,985,089 1,838,573
International Equity(6) 111,702 N/A N/A
Global Sector(3)(4) 86,321 26,485 N/A
Global 5,591,818 3,468,535 2,075,054
Growth 13,716,824 11,137,321 7,847,750
C.A.S.E. Growth(1) 334,892 83,931 5,519
U.S. Equity (6) 140,280 N/A N/A
Value Equity(3) 900,818 111,557 N/A
Tactical Asset Allocation(2) 2,079,540 1,308,435 433,844
Strategic Total Return 3,703,670 2,462,304 1,746,022
Growth & Income 338,267 231,441 128,859
Balanced 491,901 315,419 195,339
Bond(5) 479,685 474,926 409,862
Money Market 514,968 436,658 422,357
---------- ----------- -----------
TOTAL 34,815,985 $24,571,780 $15,952,276
========== =========== ===========
</TABLE>
- ------------------------------
(1) Portfolio commenced operations May 1, 1995.
(2) Portfolio commenced operations January 3, 1995.
(3) Portfolio commenced operations May 1, 1996.
(4) Effective June 16, 1997, Meridian began receiving monthly compensation from
the Investment Adviser at the annual rate of 0.40% of average daily net
assets of the Portfolio. Prior to March 1, 1997, INVESCO Global Asset
Management Limited served as a co-sub-adviser to the Global Sector
Portfolio; for periods prior to that date, INVESCO received monthly
compensation from the Investment Adviser at the annual rate of 0.40% of
the first $100 million average daily net assets of the Portfolio and 0.35%
of assets in excess of $100 million; and Meridian received monthly
compensation from the Investment Adviser at the annual rate of 0.30% of
the first $100 million of average daily net assets of the Portfolio and
0.35% of assets in excess of $100 million.
(5) Prior to January 1, 1998, Janus Capital Corporation served as Sub-Adviser
to the Bond Portfolio and received monthly compensation from the
Investment Adviser at the annual rate of 0.25% of average daily net assets
of the Portfolio. Effective January 1, 1998, AEGON USA Investment
Management, Inc. serves as the Sub-Adviser to the Bond Portfolio and
receives monthly compensation from the Investment Adviser at the rate of
0.20% of average daily net assets of the Portfolio.
(6) Portfolio commenced operations January 2, 1997.
PAYMENT OF EXPENSES. Under the terms of the Investment Advisory Agreement, the
Investment Adviser is responsible for providing investment advisory services
and furnishing office space for officers and employees of the Investment
Adviser connected with investment management of the Portfolios. Each Portfolio
pays: all expenses incurred in connection with the formation and organization
of a Portfolio, including the preparation (and filing, when necessary) of the
Portfolio's contracts, plans, and documents, conducting meetings of organizers,
directors and shareholders; preparing and filing the post-effective amendment
to the Fund's registration statement effecting registration of a Portfolio and
its shares under the 1940 Act and the 1933 Act and all other matters relating
to the information and organization of a Portfolio and the preparation for
offering its shares; expenses in connection with ongoing registration or
qualification requirements under Federal and state securities laws; investment
advisory fees; pricing costs (including the daily calculations of net asset
value); brokerage commissions and all other expenses in connection with
execution of portfolio transactions, including interest; all Federal, state and
local taxes (including stamp, excise, income and franchise taxes) and the
preparation and filing of all returns and reports in connection therewith; any
compensation, fees, or reimbursements which the Fund pays to its Directors who
are not "interested persons," as that phrase is defined in the 1940 Act, of the
Fund or WRL Management; compensation of the Fund's custodian, administrative
and transfer agent, registrar and dividend disbursing agent; legal, accounting
and printing expenses; other administrative, clerical, recordkeeping and
bookkeeping expenses; auditing fees; certain insurance premiums; services for
shareholders (including allocable telephone and personnel expenses); costs of
certificates and the expenses of delivering such certificates to the purchaser
of shares relating thereto; expenses of local representation in Maryland; fees
and/or expenses payable pursuant to any plan of distribution adopted with
respect to the Fund in accordance with Rule 12b-1 under the 1940 Act; expenses
of shareholders' meetings and of preparing, printing, and distributing notices,
proxy statements and reports to shareholders; expenses of preparing and filing
reports with Federal and state regulatory authorities; all costs and expenses,
including fees and disbursements, of counsel and auditors, filing and renewal
fees and printing costs in connection with the filing of any required
37
<PAGE>
amendments, supplements or renewals of registration statement, qualifications
or prospectuses under the 1933 Act and the securities laws of any states or
territories, subsequent to the effectiveness of the initial registration
statement under the 1933 Act; all costs involved in preparing and printing
prospectuses of the Fund; extraordinary expenses; and all other expenses
properly payable by the Fund or the Portfolios.
The Investment Adviser has voluntarily undertaken, until at least April 30,
1999, to pay expenses on behalf of the Portfolios (except the Global Sector
Portfolio) to the extent normal operating expenses (including investment
advisory fees but excluding interest, taxes, brokerage fees, commissions and
extraordinary charges) exceed, as a percentage of each Portfolio's average
daily net assets, 1.00% (0.70% for the Bond and Money Market Portfolios, 1.50%
for the International Equity Portfolio and 1.30% for the U.S. Equity
Portfolio). The following expenses were paid by the investment adviser for the
fiscal years ended December 31, 1997, 1996, and 1995 (WRL served as investment
adviser for 1996 and 1995)(there are no expenses included for the Third Avenue
Value Portfolio or the Real Estate Securities Portfolio because these
Portfolios had not yet commenced operations as of December 31, 1997):
PORTFOLIO EXPENSES PAID BY INVESTMENT ADVISER
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------------------------------
Portfolio 1997 1996 1995
- ------------------------------ ---------- ---------------------------- -----------------------
<S> <C> <C> <C>
Aggressive Growth $ -0- -0- $ -0-
Emerging Growth -0- -0- -0-
International Equity (1) 179,163 N/A N/A
Global -0- -0- -0-
Growth -0- -0- -0-
C.A.S.E. Growth(3) 49,784 73,269 23,832
U.S. Equity(1) 29,464 N/A N/A
Value Equity(2) -0- 13,672 N/A
Tactical Asset Allocation(4) -0- -0- -0-
Strategic Total Return -0- -0- -0-
Growth & Income -0- -0- 14,417
Balanced -0- -0- -0-
Bond(5) -0- -0- -0-
Money Market -0- -0- -0-
</TABLE>
- ------------------------------
(1) Portfolio commenced operations on January 2, 1997.
(2) Portfolio commenced operations on May 1, 1996.
(3) Portfolio commenced operations on May 1, 1995.
(4) Portfolio commenced operations on January 3, 1995.
(5) Prior to January 1, 1998, Janus Capital Corporation served as the
Sub-Adviser for the Bond Portfolio.
SERVICE AGREEMENT. Effective January 1, 1997, the Fund entered into an
Administrative Services and Transfer Agency Agreement ("Services Agreement")
with WRL Investment Services, Inc. ("WRL Services"), an affiliate of WRL
Management and WRL, to furnish the Fund with administrative services to assist
the Fund in carrying out certain of its functions and operations. The Service
Agreement was approved by the Fund's Board of Directors, including a majority
of Directors who are not "interested persons" of the Fund (as defined in the
1940 Act) on October 3, 1996. Under this Agreement, WRL Services shall furnish
to each Portfolio, subject to the overall supervision of the Fund's Board,
supervisory, administrative, and transfer agency services, including
recordkeeping and reporting. WRL Services is reimbursed by the Fund monthly on
a cost incurred basis. The following Administrative Services fees were paid by
the Portfolios for the fiscal year ended December 31, 1997 (there are no fees
included for the Third Avenue Value Portfolio or the Real Estate Securities
Portfolio because these Portfolios had not yet commenced operations as of
December 31, 1997):
38
<PAGE>
ADMINISTRATIVE SERVICE FEES
<TABLE>
<CAPTION>
Portfolio 1997
<S> <C>
Aggressive Growth $122,776
Emerging Growth 166,269
International Equity 3,901
Global 165,294
Growth 260,374
C.A.S.E. Growth 15,798
U.S. Equity 3,218
Value Equity 23,307
Tactical Asset Allocation 41,445
Strategic Total Return 87,766
Growth & Income 16,773
Balanced 18,333
Bond 31,011
Money Market 12,092
Global Sector 1,950
</TABLE>
DISTRIBUTION AGREEMENT. Effective January 1, 1997, the Fund adopted a
distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the 1940
Act, as amended. Pursuant to the Distribution Plan, the Fund entered into a
Distribution Agreement with InterSecurities, Inc. ("ISI"), whose principal
office is located at 201 Highland Avenue, Largo, Florida 33770. The
Distribution Plan and related Agreement were approved by the Fund's Board of
Directors, including a majority of Directors who are not "interested persons"
of the Fund (as defined in the 1940 Act) on October 3, 1996, and the
Distribution Plan was approved by the shareholders of each Portfolio of the
Fund on December 16, 1996. ISI is an affiliate of the Investment Adviser.
Under the Distribution Plan and Distribution Agreement, the Fund, on behalf of
the Portfolios, will reimburse ISI after each calendar month for certain Fund
distribution expenses incurred or paid by ISI, provided that these expenses in
the aggregate do not exceed 0.15%, on an annual basis, of the average daily net
asset value of shares of each Portfolio.
Distribution expenses for which ISI may be reimbursed under the Distribution
Plan and Distribution Agreement include, but are not limited to, expenses of
printing and distributing the Fund's prospectus and statement of additional
information to potential investors; developing and preparing Fund
advertisements; sales literature and other promotional materials; holding
seminars and sales meetings designed to promote distribution of Fund shares;
the development of consumer-oriented sales materials describing and/or relating
to the Fund; and expenses attributable to "distribution-related services"
provided to the Fund, which include such things as salaries and benefits,
office expenses, equipment expenses, training costs, travel costs, printing
costs, supply expenses, computer programming time, and data center expenses,
each as they relate to the promotion of the sale of Fund shares.
ISI submits to the Directors of the Fund for approval annual distribution
budgets and quarterly reports of distribution expenses with respect to each
Portfolio. ISI allocates to each Portfolio distribution expenses specifically
attributable to the distribution of shares of such Portfolio. Distribution
expenses not specifically attributable to the distribution of shares of a
particular Portfolio are allocated among the Portfolios, based upon the ratio
of net asset value of each Portfolio to the net asset value of all Portfolios,
or such other factors as ISI deems fair and are approved by the Fund's Board of
Directors. ISI has determined that it will not seek payment by the Fund of
distribution expenses incurred with respect to any Portfolio during the fiscal
year ending December 31, 1998. (ISI waived payment by the Fund for the fiscal
year ended December 31, 1997.) Prior to ISI seeking reimbursement of future
expenses, Policyowners will be notified in advance.
It is anticipated that benefits provided by the Distribution Plan may include
lower fixed costs as a percentage of assets as Fund assets increase through the
growth of the Fund due to enhanced marketing efforts.
/diamond/ THE SUB-ADVISERS
This discussion supplements the information provided about each Portfolio's
Sub-Adviser under the caption "Management of the Fund - The Sub-Advisers" in
the Prospectus.
Each Sub-Adviser serves, pursuant to each Sub-Advisory Agreement dated January
1, 1997 (June 16, 1997 with respect to the Global Sector Portfolio; January 1,
1998 with respect to the Third Avenue Value Portfolio and the Bond Portfolio;
and May 1, 1998 with respect to the Real Estate Securities Portfolio) between
WRL Management and the respective Sub-Adviser, on behalf of each Portfolio. The
Sub-Advisory Agreements were approved by the Board of Directors of the Fund,
including a majority of the Directors who are not "interested persons" of the
Fund (as defined in the 1940 Act) on October 3, 1996 and by the shareholders of
each Portfolio of the Fund on December 16, 1996, (June 16, 1997 with respect to
the Global Sector Portfolio, and December 9, 1997 with respect to the Bond
Portfolio). The Sub-Advisory Agreements provide that they will continue in
effect for an initial term ending January 1, 1999 (except the Bond Portfolio
and Third Avenue Value Portfolio, which will continue in effect for an initial
term ending January 1, 2000 and the Real Estate Securities Portfolio, which
will continue in effect for an initial term ending April 30, 2000), and from
39
<PAGE>
year to year thereafter, if approved annually (a) by the Board of Directors of
the Fund or by a majority of the outstanding shares of each Portfolio and (b)
by a majority of the Directors who are not parties to such Agreements or
"interested persons" (as defined in the 1940 Act) of any such party. The
Sub-Advisory Agreements may be terminated without penalty on 60 days' written
notice at the option of either party or by the vote of the shareholders of each
Portfolio and terminate automatically in the event of their assignment (within
the meaning of the 1940 Act) or termination of the Investment Advisory
Agreement.
Pursuant to the Sub-Advisory Agreements, each Sub-Adviser provides investment
advisory assistance and portfolio management advice to the Investment Adviser
for their respective Portfolio(s). Subject to review by the Investment Adviser
and the Board of Directors of the Fund, the Sub-Advisers are responsible for
the actual management of their respective Portfolio(s) and for making decisions
to buy, sell or hold a particular security. Each Sub-Adviser bears all of its
expenses in connection with the performance of its services under their Sub-
Advisory Agreement such as compensating and furnishing office space for their
officers and employees connected with investment and economic research, trading
and investment management of the respective Portfolio(s).
Each Sub-Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended. The Sub-Advisers for the Portfolios of the
Fund are:
FRED ALGER MANAGEMENT, INC. ("Alger Management") serves as Sub-Adviser to the
Aggressive Growth Portfolio.
Alger Management, located at 75 Maiden Lane, New York, New York 10038, 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. Alger Management is generally engaged in the business of
rendering investment advisory services to institutions and, to a lesser extent,
individuals. Alger Management has been engaged in the business of rendering
investment advisory services since 1964 and, as of March 31, 1998, has
approximately $8.9 billion under management.
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. ("Van Kampen") serves as
Sub-Adviser to the Emerging Growth Portfolio.
Van Kampen, located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181, is
a wholly-owned subsidiary of Van Kampen American Capital, Inc., which, in turn,
is an indirect wholly-owned subsidiary of Morgan Stanley Dean Witter & Co., a
financial services company.
MERIDIAN INVESTMENT MANAGEMENT CORPORATION ("MERIDIAN") serves as Sub-Adviser
to the Global Sector Portfolio.
Meridian is located at 12835 East Arapahoe Road, Tower II, Penthouse,
Englewood, Colorado 80112. Meridian is a wholly-owned subsidiary of Meridian
Management & Research Corporation ("MM&R"). Meridian provides investment
management and related services to other mutual fund portfolios and individual,
corporate, charitable and retired accounts.
JANUS CAPITAL CORPORATION ("Janus") serves as the Sub-Adviser to the Growth
Portfolio and the Global Portfolio.
Janus, located at 100 Fillmore Street, Denver, Colorado 80206, has been engaged
in the management of the Janus funds since 1969. Janus also serves as
investment adviser or sub-adviser to other mutual funds, and for individual,
corporate, charitable and retirement accounts. The aggregate market value of
the assets managed by Janus was over $70 billion as of January 31, 1998. Kansas
City Southern Industries, Inc. ("KCSI") owns 83% of Janus. KCSI, whose address
is 114 West 11th Street, Kansas City, Missouri 64105-1804, is a publicly-traded
holding company whose largest subsidiary, the Kansas City Southern Railway
Company, is primarily engaged in the transportation industry. Other KCSI
subsidiaries are engaged in financial services and real estate.
EQSF ADVISERS, INC. ("EQSF") serves as Sub-Adviser to the Third Avenue Value
Portfolio.
EQSF, located at 767 Third Avenue, New York, New York 10017-2023, is controlled
by Martin J. Whitman. His control is based upon an irrevocable proxy signed by
his children, who own in the aggregate 75% of the outstanding common stock of
EQSF.
C.A.S.E. MANAGEMENT, INC. ("C.A.S.E. Management") serves as Sub-Adviser to the
C.A.S.E. Growth Portfolio.
C.A.S.E. Management, located at 5355 Town Center Road, Suite 702, Boca Raton,
Florida 33486, is a wholly-owned subsidiary of C.A.S.E., Inc. C.A.S.E.
Management provides investment management services to financial institutions,
high net worth individuals, and other professional money managers.
NWQ INVESTMENT MANAGEMENT COMPANY, INC. ("NWQ") serves as the Sub-Adviser to
the Value Equity Portfolio.
40
<PAGE>
NWQ, located at 2049 Century Park East, 4th Floor, Los Angeles, California
90067, is a wholly-owned subsidiary of United Asset Management Corporation and
provides investment management services to institutions and high net worth
individuals. NWQ had approximately $8.1 billion in assets under management as
of January 31, 1998.
DEAN INVESTMENT ASSOCIATES ("Dean Investment") serves as Sub-Adviser to the
Tactical Asset Allocation Portfolio.
Dean Investment, located at 2480 Kettering Tower, Dayton, Ohio 45423-2480, is
wholly-owned by C.H. Dean and Associates, Inc. Founded in 1972, Dean Investment
manages portfolios for individuals and institutional clients worldwide. Dean
Investment provides a full range of investment advisory services and currently
has $4.3 billion of assets under management.
LUTHER KING CAPITAL MANAGEMENT CORPORATION ("Luther King") serves as
Sub-Adviser to the Strategic Total Return Portfolio.
Luther King is located at 301 Commerce Street, Suite 1600, Fort Worth, Texas
76102. Ultimate control of Luther King is exercised by J. Luther King, Jr.
Luther King provides investment management services to accounts of individual
investors, mutual funds, and other institutional investors. Luther King has
served as an investment adviser for approximately 17 years; as of December 31,
1997, the total assets managed by Luther King was approximately $5.8 billion.
FEDERATED INVESTMENT COUNSELING ("Federated") serves as the Sub-Adviser to the
Growth & Income Portfolio.
Federated, located at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, is a wholly-owned subsidiary of Federated Investors. All of the
voting securities of Federated Investors are owned by a trust, the trustees of
which are John F. Donahue, his wife, Rhodora Donahue, and his son, J.
Christopher Donahue.
AEGON USA INVESTMENT MANAGEMENT, INC. ("AIMI") serves as Sub-Adviser to the
Bond Portfolio and the Balanced Portfolio.
AIMI, located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499, is a
wholly-owned subsidiary of AEGON USA and thus is an affiliate of the Investment
Adviser. AIMI also serves as sub-adviser to the two bond portfolios of IDEX
Series Fund. AIMI also manages the general account investment portfolios of the
life insurance subsidiaries of AEGON USA and had in excess of $21.5 billion
under management as of December 31, 1997.
J.P. MORGAN INVESTMENT MANAGEMENT INC. ("J.P. Morgan Investment") serves as
Sub-Adviser to the Money Market Portfolio and the Real Estate Securities
Portfolio.
J.P. Morgan Investment, located at 522 Fifth Avenue, New York, New York 10036,
is a wholly-owned subsidiary of J.P. Morgan Investment & Co., Incorporated.
J.P. Morgan provides investment management and related services for corporate,
public, and union employee benefit funds, foundations, endowments, insurance
companies and government agencies.
SCOTTISH EQUITABLE INVESTMENT MANAGEMENT LIMITED ("Scottish Equitable") serves
as a Co-Sub-Adviser to the International Equity Portfolio.
Scottish Equitable is located at Edinburgh Park, Edinburgh EH12 9SE. Scottish
Equitable is a wholly-owned subsidiary of Scottish Equitable plc, successor to
Scottish Equitable Life Assurance Society. Scottish Equitable is also an
indirect wholly-owned subsidiary of AEGON nv. As of January 31, 1998 Scottish
Equitable plc had approximately $25.8 billion in assets under management. The
Co-Sub-Adviser provides investment advisory and management services to certain
of its affiliates and to external organizations.
GE INVESTMENT MANAGEMENT INCORPORATED ("GEIM") serves as a Co-Sub-Adviser to
the International Equity Portfolio and as Sub-Adviser to the U.S. Equity
Portfolio.
GEIM is located at 3003 Summer Street, Stamford, Connecticut 06905. GEIM, which
was formed under the laws of Delaware in 1988, is a wholly-owned subsidiary of
General Electric Company ("GE"). GEIM's principal officers and directors serve
in similar capacities with respect to General Electric Investment Corporation
("GEIC", and, together with GEIM, collectively referred to as "GE
Investments"), which like GEIM is a wholly-owned subsidiary of GE. As of
December 31, 1997, GEIM and GEIC together managed assets in excess of $69
billion. GE Investments provides investment management services to external
organizations and to certain of its affiliates.
41
<PAGE>
The method of computing each Sub-Adviser's fees is set forth in the Fund's
Prospectus. For the years ended December 31, 1997, 1996 and 1995 each
Sub-Adviser was paid fees for their services in the following amounts (no fees
are included for Third Avenue Value Portfolio or the Real Estate Securities
Portfolio as these Portfolios had not yet commenced operations as of December
31, 1997):
SUB-ADVISORY FEES
<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------------------------------------------
Sub-Adviser Portfolio 1997 1996 1995
- --------------------- ------------------------------ --------------------------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
Alger Management Aggressive Growth $1,124,900 $764,840 $424,549
Van Kampen Emerging Growth 2,037,749 1,492,545 919,287
Janus Bond(7) 239,843 237,463 204,931
Growth 6,858,412 5,568,661 3,923,875
Global 2,795,909 1,734,268 1,037,527
C.A.S.E. Management C.A.S.E. Growth(2) 167,446 41,966 2,759
NWQ Value Equity(4) 450,409 48,943 N/A
Meridian Global Sector(4)
Meridian(5) 38,612 7,223 N/A
INVESCO(5) 4,952 9,631 N/A
Dean Investment Tactical Asset Allocation(1) 1,039,770 654,218 216,922
Luther King Strategic Total Return 1,851,835 1,231,152 873,011
Federated Growth & Income 202,218 150,006 85,906
AIMI Balanced 245,951 157,709 94,669
Money Market(6)
J.P. Morgan 193,113 111,216 N/A
Janus N/A 70,041(3) 211,178(3)
GEIM U.S. Equity(8) 70,140 N/A N/A
International Equity(8)(9) 27,889 N/A N/A
Scottish Equitable International Equity(8)(9) 27,962 N/A N/A
</TABLE>
- ------------------------------
(1) Portfolio commenced operations January 3, 1995.
(2) Portfolio commenced operations May 1, 1995.
(3) Fees paid to Janus, the Portfolio's previous Sub-Adviser.
(4) Portfolio commenced operations May 1, 1996.
(5) Prior to March 1, 1997, INVESCO Global Asset Management Limited served as a
co-Sub-Adviser to the Global Sector Portfolio; for periods prior to that
date, INVESCO received monthly compensation from the Investment Adviser at
the annual rate of 0.40% of first $100 million average daily net assets of
the Portfolio and 0.35% of assets in excess of $100 million; and Meridian
Investment Management Corporation received monthly compensation from the
Investment Adviser at the annual rate of 0.30% of first $100 million of
average daily net assets of the Portfolio and 0.35% of assets in excess of
$100 million. Effective June 16, 1997, Meridian began receiving monthly
compensation from the Investment Adviser at the annual rate of 0.40% of
average daily net assets.
(6) JP Morgan became Sub-Adviser to the Money Market Portfolio on May 1, 1996;
prior to this date, Janus Capital Corporation served as Sub-Adviser to the
Portfolio.
(7) Prior to January 1, 1998, Janus served as Sub-Adviser to the Bond Portfolio
and received monthly compensation from the Investment Adviser at the
annual rate of 0.25% of average daily net assets of the Portfolio.
Effective January 1, 1998, AIMI serves as Sub-Adviser to the Bond
Portfolio and will receive monthly compensation from the Investment
Adviser at the annual rate of 0.20% of average daily net assets of the
Portfolio.
(8) Portfolio commenced operations January 2, 1997.
(9) GEIM and Scottish Equitable serve as co-Sub-Advisers for the International
Equity Portfolio.
PORTFOLIO TRANSACTIONS AND BROKERAGE
/diamond/ PORTFOLIO TURNOVER
The information that follows supplements the information provided about
portfolio turnover under the caption "Other Investment Policies and
Restrictions - Portfolio Turnover" in the Prospectus. In computing the
portfolio turnover rate for a Portfolio, securities whose maturities or
expiration dates at the time of acquisition are one year or less are excluded.
Subject to this exclusion, the turnover rate for a Portfolio is calculated by
dividing (a) the lesser of purchases or sales of portfolio securities for the
fiscal year by (b) the monthly average of portfolio securities owned by the
Portfolio during the fiscal year.
The following table provides the Portfolios' turnover rates for the fiscal
years ended December 31, 1997, 1996 and 1995 (no information is included for
the Third Avenue Value Portfolio or the Real Estate Securities Portfolio as
these Portfolios had not yet commenced operations as of December 31, 1997):
42
<PAGE>
PORTFOLIO TURNOVER RATES
<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------------------------------------------
Portfolio 1997 1996 1995
- ------------------------------ ------------------------- ------------------------- -------------------
<S> <C> <C> <C>
Aggressive Growth 136.18% 101.28% 108.04%
Emerging Growth 99.78% 80.02% 124.13%
International Equity(5) 54.33% N/A N/A
Global 97.54% 88.31% 130.60%
Growth 85.88% 45.21% 130.48%
C.A.S.E. Growth(2) 196.50% 160.27% 121.62%
U.S. Equity(5) 92.35% N/A N/A
Value Equity(4) 17.28% 7.93% N/A
Global Sector(4) 56.26% 27.58% N/A
Tactical Asset Allocation(1) 63.76% 98.97% 38.68%
Strategic Total Return 48.20% 49.32% 52.59%
Growth & Income 155.77% 68.53% 78.34%
Balanced 77.06% 76.90% 98.55%
Bond 213.03% 187.72% 120.54%
Money Market(3) N/A N/A N/A
</TABLE>
- ------------------------------
(1) Portfolio commenced operations January 3, 1995.
(2) Portfolio commenced operations May 1, 1995.
(3) Money Market does not have a stated portfolio turnover rate, as securities
of the type in which it invests are excluded in the usual calculation of
that rate.
(4) Portfolio commenced operations May 1, 1996.
(5) Portfolio commenced operations January 2, 1997.
There was a significant increase in the turnover rate for the year ended
December 31, 1996 for the Bond Portfolio because Janus, the Portfolio's
Sub-Adviser prior to January 1, 1998, determined that the direction of interest
rates was becoming increasingly unclear; so the Portfolio was positioned more
conservatively. Specifically, the Portfolio's average maturity was reduced to
more closely resemble that of the Lehman Brothers Government/ Corporate Bond
Index. For the year ended December 31, 1997, the Bond Portfolio's increase in
turnover rate was the result of portfolio management strategies in trying to
maintain benchmark treasury issues. There was also a significant increase in
the turnover rate for the Growth and Income Portfolios for the year ended
December 31, 1997 because the Portfolio changed its investment objective from a
utility based portfolio to a defensive equity portfolio and the portfolio
managers implemented a proprietary defensive equity model in selecting new
stock.
The future annual turnover rates cannot be precisely predicted, although an
annual turnover rate in excess of 100% is not presently anticipated for the
Aggressive Growth, Tactical Asset Allocation, Growth & Income and Balanced
Portfolios; 50% for the Value Equity Portfolio and Third Avenue Value
Portfolio; 150% for the Growth Portfolio; and 200% for the Global Portfolio.
There are no fixed limitations regarding the portfolio turnover rates of the
Portfolios. Portfolio turnover rates are expected to fluctuate under constantly
changing economic conditions and market circumstances. Higher turnover rates
tend to result in higher brokerage fees. Securities initially satisfying the
basic policies and objective of each Portfolio may be disposed of when they are
no longer deemed suitable.
/diamond/ PLACEMENT OF PORTFOLIO
BROKERAGE
Subject to policies established by the Board of Directors of the Fund, each
Portfolio's Sub-Adviser is primarily responsible for placement of a Portfolio's
securities transactions. In placing orders, it is the policy of a Portfolio to
obtain the most favorable net results, taking into account various factors,
including price, dealer spread or commissions, if any, size of the transaction
and difficulty of execution. While each Sub-Adviser generally will seek
reasonably competitive spreads or commissions, a Portfolio will not necessarily
be paying the lowest spread or commission available. A Portfolio does not have
any obligation to deal with any broker, dealer or group of brokers or dealers
in the execution of transactions in portfolio securities.
Decisions as to the assignment of portfolio brokerage business for a Portfolio
and negotiation of its commission rates are made by the Sub-Adviser, whose
policy is to obtain "best execution" (prompt and reliable execution at the most
favorable security price) of all portfolio transactions. In placing portfolio
transactions, the Sub-Adviser may give consideration to brokers who provide
supplemental investment research, in addition to such research
43
<PAGE>
obtained for a flat fee, to the Sub-Adviser, and pay spreads or commissions to
such brokers or dealers furnishing such services which are in excess of spreads
or commissions which another broker or dealer may charge for the same
transaction.
In selecting brokers and in negotiating commissions, the Sub-Adviser considers
such factors as: the broker's reliability; the quality of its execution
services on a continuing basis; the financial condition of the firm; and
research products and services provided, which include: (i) furnishing advice,
either directly or through publications or writings, as to the value of
securities, the advisability of purchasing or selling specific securities and
the availability of securities or purchasers or sellers of securities and (ii)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends and portfolio strategy and products and other
services (such as third party publications, reports and analyses, and computer
and electronic access, equipment, software, information and accessories) that
assist each Sub-Adviser in carrying out its responsibilities.
Supplemental research obtained through brokers or dealers will be in addition
to, and not in lieu of, the services required to be performed by a Sub-Adviser.
The expenses of a Sub-Adviser will not necessarily be reduced as a result of
the receipt of such supplemental information. A Sub-Adviser may use such
research products and services in servicing other accounts in addition to the
respective Portfolio. If a Sub-Adviser determines that any research product or
service has a mixed use, such that it also serves functions that do not assist
in the investment decision-making process, the Sub-Adviser will allocate the
costs of such service or product accordingly. The portion of the product or
service that a Sub-Adviser determines will assist it in the investment
decision-making process may be paid for in brokerage commission dollars. Such
allocation may create a conflict of interest for the Sub-Adviser. Conversely,
such supplemental information obtained by the placement of business for a
Sub-Adviser will be considered by and may be useful to the Sub-Adviser in
carrying out its obligations to a Portfolio.
When a Portfolio purchases or sells a security in the OTC market, the
transaction takes place directly with a principal market-maker, without the use
of a broker, except in those circumstances where, in the opinion of the
Sub-Adviser, better prices and executions are likely to be achieved through the
use of a broker.
Securities held by a Portfolio may also be held by other separate accounts,
mutual funds or other accounts for which the Investment Adviser or Sub-Adviser
serves as an adviser, or held by the Investment Adviser or Sub-Adviser for
their own accounts. Because of different investment objectives or other
factors, a particular security may be bought by the Investment Adviser or Sub-
Adviser for one or more clients when one or more clients are selling the same
security. If purchases or sales of securities for a Portfolio or other entities
for which they act as investment adviser or for their advisory clients arise
for consideration at or about the same time, transactions in such securities
will be made, insofar as feasible, for the respective entities and clients in a
manner deemed equitable to all. To the extent that transactions on behalf of
more than one client of the Investment Adviser or Sub-Adviser during the same
period may increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price.
On occasions when the Investment Adviser or a Sub-Adviser deems the purchase or
sale of a security to be in the best interests of a Portfolio as well as other
accounts or companies, it may to the extent permitted by applicable laws and
regulations, but will not be obligated to, aggregate the securities to be sold
or purchased for the Portfolio with those to be sold or purchased for such
other accounts or companies in order to obtain favorable execution and lower
brokerage commissions. In that event, allocation of the securities purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be most equitable and consistent with
its fiduciary obligations to the Portfolio and to such other accounts or
companies. In some cases this procedure may adversely affect the size of the
position obtainable for a Portfolio.
The Board of Directors of the Fund periodically reviews the brokerage placement
practices of each Sub-Adviser on behalf of the Portfolios, and reviews the
prices and commissions, if any, paid by the Portfolios to determine if they
were reasonable.
The Board of Directors of the Fund has authorized the Sub-Advisers to consider
sales of the Policies and Annuity Contracts by a broker-dealer as a factor in
the selection of broker-dealers to execute Portfolio transactions. In addition,
the Sub-Advisers may occasionally place portfolio business with affiliated
brokers of the Investment Adviser or a Sub-Adviser, including: InterSecurities,
Inc., P.O. Box 5068, Clearwater, Florida 33758; Fred Alger & Company, Inc., 75
Maiden Lane, New York, New York 10038; M. J. Whitman, Inc.; M. J. Whitman
Senior Debt Corp.; and AEGON USA Securities, Inc., P.O. Box 1449, Cedar Rapids,
Iowa 52499. As stated above, any such placement of Portfolio business will be
subject to the ability of the broker-dealer to provide best execution and to
the Conduct Rules of the National Association of Securities Dealers, Inc.
44
<PAGE>
COMMISSIONS PAID BY THE PORTFOLIOS
<TABLE>
<CAPTION>
Aggregate Commissions
Year Ended December 31
-----------------------------------------------------
Portfolio 1997 1996 1995
- -------------------------- ------------- ------------------- -------------------
<S> <C> <C> <C>
Aggressive Growth(1) $ 754,459 $ 337,449 $ 240,067
Emerging Growth 627,400 415,717 542,420
Global 2,305,145 1,269,275 712,827
Growth 1,367,104 720,978 1,577,115
C.A.S.E. Growth(2) 335,147 97,761 8,662
Tactical Asset
Allocation(3) 352,964 344,847 208,950
Strategic
Total Return 348,083 398,594 316,489
Growth &
Income 175,035 58,921 52,921
Balanced 105,731 80,216 90,724
Global Sector (5) 28,201 17,933 N/A
Value Equity (5) 157,512 63,204 N/A
International Equity(6) 102,616 N/A N/A
U.S. Equity(6) 39,301 N/A N/A
<CAPTION>
Affiliated Brokerage Commissions
Year Ended December 31
---------------------------------------------------------------------------
Portfolio 1997 % 1996 % 1995 %
- -------------------------- ----------- -------- ----------- -------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth(1) $749,587 99.35% $329,194 97.55% $240,067 100%
Emerging Growth N/A N/A N/A N/A N/A N/A
Global N/A N/A N/A N/A N/A N/A
Growth N/A N/A N/A N/A N/A <1%
C.A.S.E. Growth(2) N/A N/A N/A N/A N/A N/A
Tactical Asset
Allocation(3) N/A N/A N/A N/A N/A N/A
Strategic
Total Return N/A N/A N/A N/A N/A N/A
Growth &
Income N/A N/A N/A N/A N/A N/A
Balanced N/A N/A N/A N/A 1,040 1.15%(4)
Global Sector (5) N/A N/A N/A N/A N/A N/A
Value Equity (5) N/A N/A N/A N/A N/A N/A
International Equity(6) N/A N/A N/A N/A N/A N/A
U.S. Equity(6) N/A N/A N/A N/A N/A N/A
</TABLE>
------------------------------
(1) The percentage of the Portfolio's aggregate dollar amount of transactions
involving the payment of commissions effected through Alger, Inc. for the
fiscal year ended December 31, 1997, 1996 and 1995 was 98.37%, 96.53% and
100%, respectively.
(2) Portfolio commenced operations May 1, 1995.
(3) Portfolio commenced operations January 3, 1995.
(4) The percentage of the Portfolio's aggregate dollar amount of transactions
involving the payment of commissions effected through AEGON USA
Securities, Inc. for the fiscal year ended December 31, 1995 was 1.15%.
(5) Portfolio commenced operations May 1, 1996.
(6) Portfolio commenced operations January 2, 1997.
The Aggressive Growth Portfolio paid all of its affiliated brokerage
commissions to Alger, Inc., the Growth Portfolio paid all of its affiliated
brokerage commissions to DST Securities, Inc. and the Balanced Portfolio paid
all of its affiliated brokerage commissions to AEGON USA Securities, Inc.
The Bond Portfolio and the Money Market Portfolio did not pay any brokerage
commissions for the years ended December 31, 1997, 1996, and 1995.
No information is included for the Third Avenue Value and the Real Estate
Securities Portfolios as they had not commenced operations as of December 31,
1997.
PURCHASE AND REDEMPTION OF SHARES
/diamond/ DETERMINATION OF OFFERING PRICE
Shares of the Portfolios are currently sold only to the Separate Accounts to
fund the benefits under the Policies and the Annuity Contracts. The Portfolios
may, in the future, offer their shares to other insurance company separate
accounts. The Separate Accounts invest in shares of a Portfolio in accordance
with the allocation instructions received from holders of the Policies and the
Annuity Contracts. Such allocation rights are further described in the
prospectuses and disclosure documents for the Policies and the Annuity
Contracts. Shares of the Portfolios are sold and redeemed at their respective
net asset values as described in the Prospectus.
/diamond/ NET ASSET VALUATION
As stated in the Prospectus, the net asset value of the Portfolios' shares is
ordinarily determined, once daily, as of the close of the regular session of
business on the New York Stock Exchange ("Exchange") (usually 4:00 p.m.,
Eastern Time) on each day the Exchange is open. (Currently the Exchange is
closed on New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.) The per share
net asset value of a Portfolio is determined by dividing the total value of the
securities and other assets, less liabilities, by the total number of shares
outstanding. In determining net asset value,
45
<PAGE>
securities listed on the national securities exchanges and traded on the NASDAQ
National Market are valued at the closing prices on such markets, or if such a
price is lacking for the trading period immediately preceding the time of
determination, such securities are valued at their current bid price. Foreign
securities and currencies are converted to U.S. dollars using the exchange rate
in effect at the close of the Exchange. Other securities for which quotations
are not readily available are valued at fair values as determined in good faith
by a Portfolio's Investment Adviser under the supervision of the Fund's Board
of Directors. Money market instruments maturing in 60 days or less are valued
on the amortized cost basis. Values of gold bullion held by a Portfolio are
based upon daily quotes provided by banks or brokers dealing in such
commodities.
CALCULATION OF PERFORMANCE REALTED INFORMATION
The Prospectus contains a brief description of how performance is calculated.
The following sections describe how performance data is calculated in greater
detail.
/diamond/ TOTAL RETURN
Total return quotations for each of the Portfolios are computed by finding the
average annual compounded rates of return over the relevant periods that would
equate the initial amount invested to the ending redeemable value, according to
the following equation:
P (1+T)n = ERV
<TABLE>
<S> <C> <C>
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value (at the end
of the applicable period of a hypotheti-
cal $1,000 payment made at the begin-
ning of the applicable period)
</TABLE>
The total return quotation calculations for a Portfolio reflect the deduction
of a proportionate share of the Portfolio's investment advisory fee and
Portfolio expenses and assume that all dividends and capital gains during the
period are reinvested in the Portfolio when made. The calculations also assume
a complete redemption as of the end of the particular period.
Total return quotation calculations do not reflect charges or deductions
against the Series Life Account or the Series Annuity Account or charges and
deductions against the Policies or the Annuity Contracts. Accordingly, these
rates of return do not illustrate how actual investment performance will affect
benefits under the Policies or the Annuity Contracts. Where relevant, the
prospectuses for the Policies and the Annuity Contracts contain performance
information about these products. Moreover, these rates of return are not an
estimate, projection or guarantee of future performance. Additional information
regarding the investment performance of the Portfolios appears in the
Prospectus.
/diamond/ YIELD QUOTATIONS
The yield quotations for a Portfolio (for Money Market Portfolio yield, see
"Yield Quotations - Money Market Portfolio", below) are based on a specific
thirty-day period and are computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last date of the period, according to the following formula:
<TABLE>
<S> <C> <C>
a-b
YIELD = 2 [ ( + 1)6 - 1]
cd
</TABLE>
<TABLE>
<S> <C> <C>
Where: a = dividends and interest earned dur-
ing the period by the Portfolio
b = expenses accrued for the period
(net of reimbursement)
c = the average daily number of shares
outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per
share on the last day of the period
</TABLE>
The yield of the Bond Portfolio as computed above for the thirty day period
ended December 31, 1997 was 5.77%.
/diamond/ YIELD QUOTATIONS - MONEY
MARKET PORTFOLIO
From time to time the Money Market Portfolio may quote its yield in reports or
other communications to policyholders or in advertising material. Yield
quotations are expressed in annualized terms and reflect dividends of a
Portfolio declared and reinvested daily based upon the net investment income
earned by a Portfolio each day. The Portfolio's yields fluctuate and the yield
on any day for any past period is not an indication as to future yields on any
investment in the Portfolio's shares. Future yields are not guaranteed.
Yield is computed in accordance with a standardized method required by the SEC.
The yields for the Money
46
<PAGE>
Market Portfolio for the seven-day period ended December 31, 1997, was 5.30%
and was equivalent to a compound effective yield of 5.44%. The current yield
for the Money Market Portfolio is an annualization, without compounding, of the
portfolio rate of return, and is computed by determining the net change in the
value of a hypothetical pre-existing account in the Portfolio having a balance
of one share at the beginning of a seven calendar day period for which yield is
to be quoted, dividing the net change by the value of the account at the
beginning of the period to obtain the base period return, and annualizing the
results (I.E., multiplying the base period return by 365/7). The net change in
the value of the account reflects the value of additional shares purchased with
dividends declared on the original shares and any such additional shares, but
does not include realized gains and losses or unrealized appreciation and
depreciation. The Money Market Portfolio may also calculate the compound
effective annualized yields by adding 1 to the base period return (calculated
as described above), raising that sum to a power equal to 365/7, and
subtracting 1. The yield quotations for the Money Market Portfolio do not take
into consideration any deductions imposed by the Series Life Account or the
Series Annuity Account.
Yield information is useful in reviewing the Money Market Portfolio's
performance in seeking to meet its investment objective, but, because yields
fluctuate, such information cannot necessarily be used to compare an investment
in shares of the Portfolio with bank deposits, savings accounts and similar
investment alternatives, which often provide an agreed or guaranteed fixed
yield for a stated period of time. Also, the Portfolio's yields cannot always
be compared with yields determined by different methods used by other funds. It
should be emphasized that yield is a function of the kind and quality of the
instruments in the Money Market Portfolio, portfolio maturity and operating
expenses.
TAXES
Shares of the Portfolios are offered only to the Separate Accounts that fund
the Policies and Annuity Contracts. See the respective prospectuses for the
Policies and Annuity Contracts for a discussion of the special taxation of
insurance companies with respect to the Separate Accounts and of the Policies,
the Annuity Contracts and the holders thereof.
Each Portfolio has qualified (except the Third Avenue Value Portfolio and the
Real Estate Securities Portfolio which intend to qualify), and expects to
continue to qualify, for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended (the "Code"). In order to
qualify for that treatment, a Portfolio must distribute to its Policyowners for
each taxable year at least 90% of its investment company taxable income
(consisting generally of net investment income, net short-term capital gain,
and net gains from certain foreign currency transactions) ("Distribution
Requirement") and must meet several additional requirements. These requirements
include the following: (1) the Portfolio must derive at least 90% of its gross
income each taxable year from dividends, interest, payments with respect to
securities loans, and gains from the sale or other disposition of securities or
foreign currencies, or other income (including gains from options, futures or
forward contracts) derived with respect to its business of investing in
securities or those currencies ("Income Requirement"); (2) at the close of each
quarter of the Portfolio's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government securities,
securities of other RICs, and other securities that, with respect to any one
issuer, do not exceed 5% of the value of the Portfolio's total assets and that
do not represent more than 10% of the outstanding voting securities of the
issuer; and (3) at the close of each quarter of the Portfolio's taxable year,
not more than 25% of the value of its total assets may be invested in
securities (other than U.S. Government securities or the securities of other
RICs) of any one issuer.
As noted in the Prospectus, each Portfolio must, and intends to, comply with
the diversification requirements imposed by section 817(h) of the Code and the
regulations thereunder. These requirements, which are in addition to the
diversification requirements mentioned above, place certain limitations on the
proportion of each Portfolio's assets that may be represented by any single
investment (which includes all securities of the same issuer). For purposes of
section 817(h), all securities of the same issuer, all interests in the same
real property project, and all interest in the same commodity are treated as a
single investment. In addition, each U.S. Government agency or instrumentality
is treated as a separate issuer, while the securities of a particular foreign
government and its agencies, instrumentalities and political subdivisions all
will be considered securities issued by the same issuer. For information
concerning the consequences of failure to meet the requirements of section
817(h), see the respective prospectuses for the Policies or the Annuity
Contracts.
47
<PAGE>
A Portfolio will not be subject to the 4% Federal excise tax imposed on RICs
that do not distribute substantially all their income and gains each calendar
year because that tax does not apply to a RIC whose only shareholders are
segregated asset accounts of life insurance companies held in connection with
variable annuity contracts and/or variable life insurance policies.
The use of hedging strategies, such as writing (selling) and purchasing options
and futures contracts and entering into forward contracts, involves complex
rules that will determine for income tax purposes the character and timing of
recognition of the income received in connection therewith by the Portfolios.
Income from the disposition of foreign currencies (except certain gains
therefrom that may be excluded by future regulations), and income from
transactions in options, futures, and forward contracts derived by a Portfolio
with respect to its business of investing in securities or foreign currencies,
will qualify as permissible income under the Income Requirement.
However, prior to January 1, 1998, income from the disposition of options and
futures contracts (other than those on foreign currencies) would have been
subject to the Short-Short Limitation if they were held for less than three
months. Income from the disposition of foreign currencies, and options,
futures, and forward contracts on foreign currencies, that are not directly
related to a Portfolio's principal business of investing in securities (or
options and futures with respect to securities) were also subject to the
Short-Short Limitation if they were held for less than three months.
If a Portfolio satisfied certain requirements, any increase in value on a
position that was part of a "designated hedge" would have been offset by any
decrease in value (whether realized or not) of the offsetting hedging position
during the period of the hedge for purposes of determining whether the
Portfolio satisfied the Short-Short Limitation. Thus, only the net gain (if
any) from the designated hedge would have been included in gross income for
purposes of that Limitation. A Portfolio will consider whether it should seek
to qualify for this treatment for its hedging transactions. To the extent a
Portfolio did not qualify for this treatment, it may have been forced to defer
the closing out of certain options and futures contracts beyond the time when
it otherwise would have been advantageous to do so, in order for the Portfolio
to qualify as a RIC.
Dividends and interest received by each Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains
in respect of investments by foreign investors.
A Portfolio may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is a foreign corporation that, in general, meets either of
the following tests: (1) at least 75% of its gross income is passive or (2) an
average of at least 50% of its assets produce, or are held for the production
of, passive income. Under certain circumstances, a Portfolio will be subject to
Federal income tax on a portion of any "excess distribution" received on the
stock of a PFIC or of any gain on disposition of that stock (collectively "PFIC
income"), plus interest thereon, even if the Portfolio distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC
income will be included in a Portfolio's investment company taxable income and,
accordingly, will not be taxable to the Portfolio to the extent that income is
distributed to its shareholders. If a Portfolio invests in a PFIC and elects to
treat the PFIC as a "qualified electing fund," then in lieu of the foregoing
tax and interest obligations, the Portfolio will be required to include in
income each year its pro rata share of the qualified electing fund's annual net
ordinary earnings and net capital gain (the excess of net long-term capital
gain over net short-term capital loss), even if they are not distributed to the
Portfolio; those amounts would be subject to the Distribution Requirement. In
most instances it will be very difficult, if not impossible, to make this
election because of certain requirements thereof. A Portfolio, however, may
qualify for, and may make, an election permitted under Section 853 of the Code
so that shareholders may be eligible to claim a credit or deduction on their
Federal income tax returns for, and will be required to treat as part of the
amounts distributed to them, their pro rata portion of qualified taxes paid or
incurred by the Portfolio to foreign countries (which taxes relate primarily to
investment income). The Portfolio may make an election under Section 853 of the
Code, provided that more than 50% of the value of the Portfolio's total assets
at the close of the taxable year consists of securities in foreign
corporations, and the Portfolio satisfies applicable distribution provisions of
the Code. The foreign tax credit available to shareholders is subject to
certain limitations imposed by the Code. In addition, another election is
available that would involve marking to market a Portfolio's PFIC stock at the
end of each taxable year (and on certain other dates prescribed in the Code),
with the result that unrealized gains are treated as though they were realized
although any such gains recognized will be ordinary income rather than capital
gain. If this election were made, tax at the Portfolio level under the PFIC
rules would be eliminated, but a Portfolio could, in limited circumstances,
incur
48
<PAGE>
nondeductible interest charges. A Portfolio's intention to qualify annually as
a regulated investment company may limit a Portfolio's election with respect to
PFIC stock.
The foregoing is only a general summary of some of the important Federal income
tax considerations generally affecting the Portfolios and their shareholders.
No attempt is made to present a complete explanation of the Federal tax
treatment of the Portfolios' activities, and this discussion and the discussion
in the prospectuses and/or statements of additional information for the
Policies and Annuity Contracts are not intended as a substitute for careful tax
planning. Accordingly, potential investors are urged to consult their own tax
advisors for more detailed information and for information regarding any state,
local, or foreign taxes applicable to the Policies, Annuity Contracts and the
holders thereof.
CAPITAL STOCK OF THE FUND
As described in the Prospectus, the Fund offers a separate class of common
stock for each Portfolio. The Fund is currently comprised of the following
Portfolios: International Equity Portfolio; Aggressive Growth Portfolio;
Emerging Growth Portfolio; Global Sector Portfolio; Global Portfolio; Growth
Portfolio; Third Avenue Value Portfolio; C.A.S.E. Growth Portfolio; Value
Equity Portfolio; Tactical Asset Allocation Portfolio; Strategic Total Return
Portfolio; Real Estate Securities Portfolio (not available through the Asset
Accumulator Group Annuity); Growth & Income Portfolio; Balanced Portfolio; Bond
Portfolio; Money Market Portfolio; Janus Balanced Portfolio; and U.S. Equity
Portfolio.
REGISTRATION STATEMENT
There has been filed with the Securities and Exchange Commission, Washington,
D.C. a Registration Statement under the Securities Act of 1933, as amended,
with respect to the securities to which this Statement of Additional
Information relates. If further information is desired with respect to the
Portfolios or such securities, reference is made to the Registration Statement
and the exhibits filed as part thereof.
FINANCIAL STATEMENTS
The audited financial statements for each Portfolio (except the Third Avenue
Value Portfolio, which commenced operations on January 2, 1998 and the Real
Estate Securities Portfolio, which commenced operations on May 1, 1998) of the
Fund for the year ended December 31, 1997, and the report of the Fund's
independent accountants are included in the 1997 Annual Report, and are
incorporated herein by reference to such report.
OTHER INFORMATION
/diamond/ INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, located at 1055 Broadway, 10th Floor, Kansas City,
Missouri 64105, serves as the Fund's independent accountants. The Fund has
engaged Price Waterhouse LLP to examine, in accordance with generally accepted
auditing standards, its annual report.
/diamond/ CUSTODIAN
Investors Bank & Trust Company ("IBT"), located at 200 Clarendon Street, 16th
Floor, Boston, Massachusetts 02116, serves as the Fund's Custodian and Dividend
Disbursing Agent. IBT provides comprehensive asset administrative services to
the Fund and other members of the financial industry which include:
multi-currency accounting; institutional transfer agency services; domestic and
global custody; performance measures; foreign exchange; and securities lending
and mutual fund administrative services.
49
<PAGE>
APPENDIX A
DESCRIPTION OF PORTFOLIO SECURITIES
The following is intended only as a supplement to the information
contained in the Prospectus and should be read only in conjunction with the
Prospectus. Terms defined in the Prospectus and not defined herein have the
same meanings as those in the Prospectus.
1. Certificate of Deposit.* A certificate of deposit generally is a
short-term, interest bearing negotiable certificate issued by a commercial bank
or savings and loan association against funds deposited in the issuing
institution.
2. Eurodollar Certificate of Deposit.* A Eurodollar certificate of
deposit is a short-term obligation of a foreign subsidiary of a U.S. bank
payable in U.S. dollars.
3. Floating Rate Note.* A floating rate note is debt issued by a
corporation or commercial bank that is typically several years in term but
whose interest rate is reset every one to six months.
4. Inverse Floating Rate Securities.* Inverse floating rate securities
are similar to floating rate securities except that their coupon payments vary
inversely with an underlying index by use of a formula. Inverse floating rate
securities tend to exhibit greater price volatility than other floating rate
securities.
5. Floating Rate Obligations.* Floating rate obligations generally
exhibit a low price volatility for a given stated maturity or average life
because their coupons adjust with changes in interest rates.
6. Time Deposit.* A time deposit is a deposit in a commercial bank for a
specified period of time at a fixed interest rate for which a negotiable
certificate is not received.
7. Bankers' Acceptance.* A bankers' acceptance is a time draft drawn on
a commercial bank by a borrower, usually in connection with international
commercial transactions (to finance the import, export, transfer or storage of
goods). The borrower is liable for payment as well as the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.
8. Variable Amount Master Demand Note.* A variable amount master demand
note is a note which fixes a minimum and maximum amount of credit and provides
for lending and repayment within those limits at the discretion of the lender.
Before investing in any variable amount master demand notes, a Portfolio will
consider the liquidity of the issuer through periodic credit analysis based
upon publicly available information.
9. Preferred Stocks. Preferred stocks are securities which represent an
ownership interest in a corporation and which give the owner a prior claim over
common stock on the corporation's earnings and assets. Preferred stock
generally pays quarterly dividends. Preferred stocks may differ in many of
their provisions. Among the features that differentiate preferred stock from
one another are the dividend rights, which may be cumulative or non-cumulative
and participating or non-participating, redemption provisions, and voting
rights. Such features will establish the income return and may affect the
prospects for capital appreciation or risks of capital loss.
10. Convertible Securities. A Portfolio may invest in debt securities
convertible into or exchangeable for equity securities, or debt securities that
carry with them the right to acquire equity securities, as evidenced by
warrants attached to such securities or acquired as part of units of the
securities. Such securities normally pay less current income than securities
into which they are convertible, and the concomitant risk of loss from declines
in those values.
11. Commercial Paper.* Commercial paper is a short-term promissory note
issued by a corporation primarily to finance short-term credit needs.
12. Repurchase Agreement.* A repurchase agreement is an instrument under
which a Portfolio acquires ownership of a debt security and the seller agrees
to repurchase the obligation at a mutually agreed upon time and price. The
total amount received on repurchase is calculated to exceed the price paid by
the Portfolio, reflecting an agreed upon market rate of interest for the period
from the time of a Portfolio's purchase of the security to the settlement date
(i.e., the time of repurchase), and would not necessarily relate to the
interest rate on the underlying securities. A Portfolio will only enter into
repurchase agreements with underlying securities consisting of U.S. Government
or government agency securities,
- --------------
* Short-term Securities.
A-1
<PAGE>
certificates of deposit, commercial paper or bankers' acceptances, and will be
entered only with primary dealers. While a Portfolio may invest in repurchase
agreements for periods up to 30 days, it is expected that typically such
periods will be for a week or less. The staff of the SEC has taken the position
that repurchase agreements of greater than seven days together with other
illiquid investments should be limited to an amount not in excess of 15% of a
Portfolio's net assets.
Although repurchase transactions usually do not impose market risks on the
purchaser, a Portfolio would be subject to the risk of loss if the seller fails
to repurchase the securities for any reason and the value of the securities is
less than the agreed upon repurchase price. In addition, if the seller
defaults, a Portfolio may incur disposition costs in connection with
liquidating the securities. Moreover, if the seller is insolvent and bankruptcy
proceedings are commenced, under current law, a Portfolio could be ordered by a
court not to liquidate the securities for an indeterminate period of time and
the amount realized by a Portfolio upon liquidation of the securities may be
limited.
13. Reverse Repurchase Agreement. A reverse repurchase agreement involves
the sale of securities held by a Portfolio, with an agreement to repurchase the
securities at an agreed upon price, date and interest payment. A Portfolio will
use the proceeds of the reverse repurchase agreements to purchase other money
market securities maturing, or under an agreement to resell, at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. A Portfolio will utilize reverse repurchase agreements when the
interest income to be earned from the investment of the proceeds from the
transaction is greater than the interest expense of the reverse repurchase
transactions.
14. Asset-Backed Securities. A Portfolio may invest in securities backed
by automobile receivables and credit card receivables and other securities
backed by other types of receivables or other assets. Credit support for
asset-backed securities may be based on the underlying assets and/or provided
through credit enhancements by a third party. Credit enhancement techniques
include letters of credit, insurance bonds, limited guarantees (which are
generally provided by the issuer), senior-subordinated structures and
over-collateralization. A Portfolio will only purchase an asset-backed security
if it is rated at least "A" by S&P or Moody's.
15. Mortgage-Backed Securities. A Portfolio may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. Mortgage-backed securities
include mortgage pass-through securities, mortgage-backed bonds, and mortgage
pay-through securities. A mortgage pass-through security is a pro-rata interest
in a pool of mortgages where the cash flow generated from the mortgage
collateral is passed through to the security holder. Mortgage-backed bonds are
general obligations of their issuers, payable out of the issuers' general funds
and additionally secured by a first lien on a pool of mortgages. Mortgage
pay-through securities exhibit characteristics of both pass-through and
mortgage-backed bonds. Mortgage-backed securities also include other debt
obligations secured by mortgages on commercial real estate or residential
properties. Other types of mortgage-backed securities will likely be developed
in the future, and a Portfolio may invest in them if it is determined they are
consistent with the Portfolio's investment objective and policies.
16. Collateralized Mortgage Obligations. (CMOs) are pay-through
securities collateralized by mortgages or mortgage-backed securities. CMOs are
issued in classes and series that have different maturities and interest rates.
17. Stripped Mortgage-Backed Securities. Stripped mortgage-backed
securities are created when the principal and interest payments of a
mortgage-backed security are separated by a U.S. Government agency or a
financial institution. The holder of the "principal-only" security receives the
principal payments made by the underlying mortgage-backed security, while the
holder of the "interest-only" security receives interest payments from the same
underlying security.
The value of mortgage-backed securities may change due to changes in the
market's perception of issuers. In addition, the mortgage securities market in
general may be adversely affected by regulatory or tax changes. Non-governmental
mortgage-backed securities may offer a higher yield than those issued by
government entities but also may be subject to greater price change than
government securities.
Like most mortgage securities, mortgage-backed securities are subject to
prepayment risk. When prepayment occurs, unscheduled or early payments are made
on the underlying mortgages, which may shorten the effective maturities of
those securities and may lower their total return. Furthermore, the prices of
stripped mortgage-backed securities can be significantly affected by changes in
interest rates as well. As interest rates fall, prepayment rates tend to
increase, which in turn tends to reduce prices of "interest-only" securities
and increase prices of "principal-only" securities. Rising interest rates can
have the opposite effect.
18. Financing Corporation Securities. (FICOs) are debt obligations issued
by the Financing Corporation. The Financing Corporation was originally created
to recapitalize the Federal Savings and Loan Insurance Corporation (FSLIC) and
now functions as a financing vehicle for the FSLIC Resolution Fund, which
received substantially all of FSLIC's assets and liabilities.
A-2
<PAGE>
19. U.S. Government Securities. U.S. Government securities are securities
issued by or guaranteed by the U.S. Government or its agencies or
instrumentalities. U.S. Government securities have varying degrees of
government backing. They may be backed by the credit of the U.S. Government as
a whole or only by the issuing agency or instrumentality. For example,
securities issued by the Financing Corporation are supported only by the credit
of the Financing Corporation, and not by the U.S. Government. Securities issued
by the Federal Home Loan Banks and the Federal National Mortgage Association
(FNMA) are supported by the agency's right to borrow money from the U.S.
Treasury under certain circumstances. U.S. Treasury bonds, notes, and bills,
and some agency securities, such as those issued by the Government National
Mortgage Association (GNMA), are backed by the full faith and credit of the
U.S. Government as to payment of principal and interest and are the highest
quality U.S. Government securities. Each Portfolio, and its share price and
yield, are not guaranteed by the U.S. Government.
20. Zero Coupon Bonds. Zero coupon bonds are created three ways:
1) U.S. TREASURY STRIPS (Separate Trading of Registered Interest and
Principal of Securities) are created when the coupon payments and the
principal payment are stripped from an outstanding Treasury bond by the
Federal Reserve Bank. Bonds issued by the Resolution Funding Corporation
(REFCORP) and the Financial Corporation (FICO) also can be stripped in
this fashion.
2) STRIPS are created when a dealer deposits a Treasury Security or a
Federal agency security with a custodian for safe keeping and then sells
the coupon payments and principal payment that will be generated by this
security separately. Proprietary receipts, such as Certificates of
Accrual on Treasury Securities (CATS), Treasury Investment Growth
Receipts (TIGRS), and generic Treasury Receipts (TRs), are stripped U.S.
Treasury securities separated into their component parts through
custodial arrangements established by their broker sponsors. FICO bonds
have been stripped in this fashion. The Portfolios have been advised
that the staff of the Division of Investment Management of the
Securities and Exchange Commission does not consider such privately
stripped obligations to be U.S. Government securities, as defined by the
1940 Act. Therefore, the Portfolios will not treat such obligations as
U.S. Government securities for purposes of the 65% portfolio composition
ratio.
3) ZERO COUPON BONDS can be issued directly by Federal agencies and
instrumentalities, or by corporations. Such issues of zero coupon bonds
are originated in the form of a zero coupon bond and are not created by
stripping an outstanding bond.
Zero coupon bonds do not make regular interest payments. Instead they are
sold at a deep discount from their face value. Because a zero coupon bond does
not pay current income, its price can be very volatile when interest rates
change. In calculating its dividends, the fund takes into account as income a
portion of the difference between zero coupon bond's purchase price and its
face value.
21. Bond Warrants. A warrant is a type of security that entitles the
holder to buy a proportionate amount of a bond at a specified price, usually
higher than the market price at the time of issuance, for a period of years or
to perpetuity. Warrants generally trade in the open market and may be sold
rather than exercised.
22. Obligations of Supranational Entities. Obligations of supranational
entities include those of international organizations designated or supported
by governmental entities to promote economic reconstruction or development and
of 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. The governmental members, or
"stockholders," usually make initial capital contributions to the supranational
entity and in many cases are committed to make additional capital contributions
if the supranational entity is unable to repay its borrowings. Each
supranational entity's lending activities are limited to a percentage of its
total capital (including "callable capital" contributed by members at the
entity's call), reserves and net income. There is no assurance that foreign
governments will be able or willing to honor their commitments.
23. Equipment Lease and Trust Certificates. A Portfolio may invest in
equipment lease and trust certificates, which are debt securities that are
secured by direct or indirect interest in specified equipment or equipment
leases (including, but not limited to, railroad rolling stock, planes, trucking
or shipping fleets, or other personal property).
24. Trade Claims. Trade claims are interests in amounts owed to suppliers
of goods or services and are purchased from creditors of companies in financial
difficulty.
A-3
<PAGE>
<PAGE>
PROSPECTUS
WRL SERIES FUND, INC.
GROWTH PORTFOLIO
201 HIGHLAND AVENUE LARGO, FLORIDA 33770-2597 TELEPHONE (319) 398-8511
WRL Series Fund, Inc. (the "Fund") is a diversified, open-end management
investment company consisting of separate series or investment portfolios.
This Prospectus pertains only to the Growth Portfolio of the Fund (the
"Portfolio").
The investment objective of the Growth Portfolio is growth of capital. There
can be, of course, no assurance that the Portfolio will achieve its objective.
Shares of the Fund are sold only to the separate accounts (the "Separate
Accounts") of Western Reserve Life Assurance Co. of Ohio ("WRL"), PFL Life
Insurance Company ("PFL"), and AUSA Life Insurance Company, Inc. ("AUSA")
(WRL, PFL, and AUSA together, the "Life Companies") to fund the benefits under
certain variable life insurance policies (the "Policies") and variable annuity
contracts (the "Annuity Contracts"). The Life Companies are affiliates. The
Separate Accounts, which may or may not be registered with the Securities and
Exchange Commission, invest in shares of one or more of the portfolios in
accordance with the allocation instructions received from holders of the
Policies and the Annuity Contracts (collectively, the "Contract Owners"). Such
allocation rights are further described in the prospectuses or disclosure
documents for the Policies and the Annuity Contracts.
WRL Investment Management, Inc. ("WRL Management") and Janus Capital
Corporation serve as the investment adviser ("Investment Adviser") and the
sub-adviser ("Sub-Adviser") respectively, to the Portfolio (collectively,
"Advisers"). See "The Investment Adviser" and "The Sub-Adviser."
This Prospectus sets forth concisely the information about the Portfolio
that prospective investors ought to know before investing. Investors should
read this Prospectus and retain it for future reference.
Additional information about the Fund, the Portfolio and other portfolios of
the Fund has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request without charge by calling or writing the
Fund. The Statement of Additional Information (the "SAI") pertaining to the
Portfolio bears the same date as this Prospectus and is incorporated by
reference into this Prospectus in its entirety.
------------------
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, A BANK OR OTHER FINANCIAL INSTITUTION, AND THE SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
THIS PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS OR DISCLOSURE
DOCUMENT FOR THE APPLICABLE VARIABLE ANNUITY CONTRACT OR FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY. ALL PROSPECTUSES SHOULD BE READ AND RETAINED
FOR FUTURE REFERENCE.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
PROSPECTUS DATED MAY 1, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Financial Highlights........................................................ 3
Performance Information..................................................... 4
The Growth Portfolio and the Fund........................................... 5
Other Investment Policies and Restrictions.................................. 6
Portfolio Securities and Risk Factors....................................... 8
Management of the Fund...................................................... 13
Other Information........................................................... 17
Distribution and Taxes...................................................... 19
</TABLE>
2
<PAGE>
FINANCIAL HIGHLIGHTS
PER SHARE INCOME AND CAPITAL CHANGES
The information in the table below is taken from the Growth Portfolio's
audited financial statements, which have been incorporated by reference into
the SAI. The table provides information for one share of capital stock
outstanding during the Portfolio's fiscal periods ended on December 31 of each
year using average shares outstanding throughout each year. The total return
of the Portfolio reflects the advisory fee and all other Portfolio expenses
and includes reinvestment of dividends and capital gains; it does not reflect
the charges against the corresponding sub-accounts or the charges and
deductions under the applicable Policy or Annuity Contract; including these
charges would reduce total return figures for all periods shown. The Fund's
Annual Report contains additional performance information for the Portfolio. A
copy of the Annual Report and SAI may be obtained without charge upon request.
GROWTH PORTFOLIO
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period... $ 35.00 $ 31.66 $ 23.81 $ 26.25 $ 25.83 $ 26.26 $ 17.48 $ 17.85 $ 12.97
INCOME FROM OPERATIONS
Net investment income
(loss)............... 0.31 0.34 0.26 0.22 0.28 0.36 0.27 0.30 0.19
Net realized and
unrealized gain
(loss) on
investments.......... 5.88 5.35 10.97 (2.41) 0.79 0.52 10.75 (0.33) 6.29
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
Total Income (Loss)
From Operations..... 6.19 5.69 11.23 (2.19) 1.07 0.88 11.02 (0.03) 6.48
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
DISTRIBUTIONS
Dividends from net
investment income.... (0.26) (0.35) (0.24) (0.22) (0.28) (0.36) (0.27) (0.30) (0.19)
Dividends in excess of
net investment
income............... 0.00 (0.01) 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from net
realized gains on
investments.......... (4.09) (1.99) (3.14) (0.00) (0.37) (0.95) (1.97) (0.04) (1.41)
Distributions in
excess of net
realized gains on
investments.......... 0.00 0.00 0.00 (0.03) 0.00 0.00 0.00 0.00 0.00
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
Total Distributions.. (4.35) (2.35) (3.38) (0.25) (0.65) (1.31) (2.24) (0.34) (1.60)
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
Net asset value,
end of period......... $ 36.84 $ 35.00 $ 31.66 $ 23.81 $ 26.25 $ 25.83 $ 26.26 $ 17.48 $ 17.85
========== ========== ========== ======== ======== ======== ======== ======== =======
Total Return*.......... 17.54% 17.96% 47.12% (8.31%) 3.97% 2.35% 59.79% (.22%) 47.04%
RATIOS AND SUPPLEMENTAL
DATA
Net assets, at end of
period (in thousands). $1,839,453 $1,527,409 $1,195,174 $814,383 $934,810 $711,422 $393,511 $129,057 $74,680
Ratio of expenses to
average net assets**.. 0.87% 0.88% 0.86% 0.84% 0.87% 0.86% 0.90% 1.00% 1.00%
Ratio of net investment
income (loss) to
average net assets.... 0.80% 0.98% 0.90% 0.88% 1.07% 1.44% 1.21% 2.06% 1.18%
Average commission rate
paid per share........ 4.63% 4.93% N/A N/A N/A N/A N/A N/A N/A
Portfolio turnover rate
...................... 85.88% 45.21% 130.48% 107.33% 77.91% 77.70% 7.27% 157.01% 123.80%
<CAPTION>
1988
--------
<S> <C>
Net Asset Value,
Beginning of Period... $ 11.14
INCOME FROM OPERATIONS
Net investment income
(loss)............... 0.31
Net realized and
unrealized gain
(loss) on
investments.......... 1.83
--------
Total Income (Loss)
From Operations..... 2.14
--------
DISTRIBUTIONS
Dividends from net
investment income.... (0.31)
Dividends in excess of
net investment
income............... 0.00
Distributions from net
realized gains on
investments.......... 0.00
Distributions in
excess of net
realized gains on
investments.......... 0.00
--------
Total Distributions.. (0.31)
--------
Net asset value,
end of period......... $ 12.97
========
Total Return*.......... 18.62%
RATIOS AND SUPPLEMENTAL
DATA
Net assets, at end of
period (in thousands). $28,497
Ratio of expenses to
average net assets**.. 1.00%
Ratio of net investment
income (loss) to
average net assets.... 2.50%
Average commission rate
paid per share........ N/A
Portfolio turnover rate
...................... 76.27%
</TABLE>
- ---------
*The total return of the Portfolio reflects the advisory fee and all other
Portfolio expenses and includes reinvestment of dividends and capital gains;
it does not reflect the charges against the corresponding sub-accounts or the
charges and deductions under the applicable Policy or Annuity Contract;
including these charges would reduce total return figures for all periods
shown.
**Ratio is net of advisory fee waiver for the periods ended December 31, 1988
and 1989 for which periods the ratio of expenses to average net assets would
have been 1.49% and 1.13%, respectively, absent the advisory fee waiver by
WRL.
3
<PAGE>
PERFORMANCE INFORMATION
The Fund may include quotations of the Portfolio's total return or yield in
connection with the total return for the appropriate Separate Account, in
advertisements, sales literature or reports to Contract Owners or to
prospective investors. Total return and yield quotations for the Portfolio
reflect only the performance of a hypothetical investment in the Portfolio
during the particular time period shown as calculated based on the historical
performance of the Portfolio during that period. Such quotations do not in any
way indicate or project future performance. Quotations of total return and
yield will not reflect charges or deductions against the Separate Accounts or
charges and deductions against the Policies or the Annuity Contracts. Where
relevant, the prospectuses for the Policies and the Annuity Contracts contain
performance information which show total return and yield for the Separate
Accounts, Policies or Annuity Contracts.
TOTAL RETURN. Total return refers to the average annual percentage change in
value of an investment in the Portfolio held for a stated period of time as of
a stated ending date. When the Portfolio has been in operation for the stated
period, the total return for such period will be provided if performance
information is quoted. Total return quotations are expressed as average annual
compound rates of return for each of the periods quoted. They also reflect the
deduction of a proportionate share of the Portfolio's investment advisory fees
and expenses, and assume that all dividends and capital gains distributions
during the period are reinvested in the Portfolio when made.
The rates of return shown below depict the actual investment experience of
each of the Portfolios for the periods shown. THE INFORMATION PROVIDED BELOW
SHOWS THE HISTORICAL INVESTMENT EXPERIENCE OF THE PORTFOLIO. IT DOES NOT
REPRESENT PROJECTED FUTURE INVESTMENT PERFORMANCE.
ALSO SHOWN ARE COMPARABLE FIGURES FOR THE UNMANAGED STANDARD & POOR'S
COMPOSITE STOCK INDEX (S&P 500), A WIDELY USED MEASURE OF MARKET PERFORMANCE.
AVERAGE ANNUAL COMPOUNDED RATES OF RETURN FOR THE PERIODS ENDED ON DECEMBER
31, 1997
<TABLE>
<CAPTION>
FUND PORTFOLIO INCEPTION 10 YEARS 5 YEARS 1 YEAR INCEPTION DATE
-------------- --------- -------- ------- ------ ---------------
<S> <C> <C> <C> <C> <C>
Growth........................ 17.65% 18.66% 14.23% 17.54% October 2, 1986
S&P 500....................... 16.95% 18.06% 20.27% 33.36%
</TABLE>
PERFORMANCE SHOWN IN ADVERTISING. The Portfolio may disclose in
advertisements, sales literature and reports to Contract Owners or to
prospective Contract Owners, total returns for the Portfolio for periods in
addition to those required to be presented. It may also disclose other
nonstandardized data, such as cumulative total returns, actual year-by-year
returns, or any combination thereof.
PERFORMANCE RANKINGS AND COMPARISONS TO STANDARD INDEXES. Performance of the
Portfolio may also be compared to: (1) indexes, such as the S&P 500, the Dow
Jones Industrial Average or other widely recognized indexes; (2) other mutual
funds whose performance is reported by all or any of Lipper Analytical
Services, Inc., ("Lipper"), Variable Annuity Research & Data Service ("VARDS")
and Morningstar, Inc. ("Morningstar"), or as reported by other services,
companies, individuals or other industry or financial publications of general
interest, such as Forbes, Money, The Wall Street Journal, Business Week,
Barron's, Kiplinger's Personal Finance and Fortune, which rank and/or rate
mutual funds by overall performance or other criteria; and (3)
4
<PAGE>
the Consumer Price Index. Lipper, VARDS and Morningstar are widely quoted
independent research firms which rank mutual funds according to overall
performance, investment objective, and assets. Unmanaged indexes, such as the
S&P 500, may assume the reinvestment of dividends but usually do not reflect
any "deduction" for the expenses associated with operating and managing a
portfolio. In connection with a ranking, the Portfolio will also provide
information in sales literature, advertisements, and reports with respect to
the ranking, including the particular category of fund to which it relates,
the number of funds in the category, the period and criteria on which the
ranking is based, and the effect of any fee waivers and/or expense
reimbursements.
THE GROWTH PORTFOLIO AND THE FUND
The Fund is a diversified, open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Growth Portfolio is a series of the Fund. The Fund consists of several series,
or separate investment portfolios, which offer shares for investment by the
Separate Accounts. This Prospectus describes only the Growth Portfolio.
INVESTMENT OBJECTIVE OF THE PORTFOLIO
The Portfolio's investment objective and, unless otherwise noted, its
investment policies and techniques, may be changed by the Board of Directors
of the Fund without shareholder or Contract Owner approval. A change in the
investment objective or policies of the Portfolio may result in the Portfolio
having an investment objective or policies different from that which a
Contract Owner deemed appropriate at the time of investment.
GROWTH PORTFOLIO
The investment objective of the Portfolio is to seek growth of capital.
The Portfolio seeks to achieve its investment objective by investing
substantially all of its assets in common stocks when the Sub-Adviser believes
that the relevant market environment favors profitable investing in those
securities. Common stock investments are selected in industries and companies
that the Sub-Adviser believes are experiencing favorable demand for their
products and services, and which operate in a favorable competitive
environment and regulatory climate. The Sub-Adviser's analysis and selection
process focuses on stocks issued by companies with earnings growth potential.
In particular, the Portfolio intends to buy stocks with earnings growth
potential that may not be recognized by the market. Securities are selected
solely for their growth potential; investment income is not a consideration.
Although the Portfolio's assets will be invested primarily in common stocks
at most times, the Portfolio may increase its cash position when the Sub-
Adviser is unable to locate investment opportunities with desirable
risk/reward characteristics. In such case, the Portfolio may invest in
Government securities, high-grade commercial paper, corporate bonds and
debentures, warrants, preferred stocks or certificates of deposit of
commercial banks or other debt securities.
The Portfolio may also invest in repurchase and reverse repurchase agree-
ments, illiquid securities (up to 15% of its net assets), futures contracts,
related options, forward foreign currency contracts, and other derivatives,
and when-issued securities (up to 20% of its assets). The Portfolio may also
invest up to 25% of its net assets in foreign securities (which may be pur-
chased through ADRs, European Depositary Receipts ("EDRs") and Global Deposi-
tary Receipts ("GDRs,") as well as directly) and up to 5% in high-yield bonds.
5
<PAGE>
OTHER INVESTMENT POLICIES AND RESTRICTIONS
The Portfolio is subject to certain other investment policies and
restrictions which are described in the SAI for the Portfolio. Unless
otherwise noted, the investment policies, techniques, and percentage
restrictions described below are non-fundamental and may be changed by the
Fund's Board of Directors without Contract Owner approval. In addition, unless
otherwise stated below, the percentage limitations included in these policies
and elsewhere in this Prospectus apply only at the time of purchase of the
security.
CASH POSITION
The Portfolio may, at times, choose to hold some portion of its net assets
in cash, or to invest that cash in a variety of debt securities. This may be
done as a defensive measure at times when desirable risk/reward
characteristics are not available in stocks or to earn income from otherwise
uninvested cash. When the Portfolio increases its cash or debt investment
position, its income may increase while its ability to participate in stock
market advances or declines decreases.
DIVERSIFICATION AND CONCENTRATION
The 1940 Act classifies investment companies as either diversified or non-
diversified.
Diversification is the practice of spreading a portfolio's assets over a
number of investments, investment types, industries or countries to reduce
risk. A non-diversified portfolio has the ability to take larger positions in
fewer issuers. Because the appreciation or depreciation of a single security
may have a greater impact on the net asset value of a non-diversified
portfolio, its share price can be expected to fluctuate more than a comparable
portfolio.
The Portfolio qualifies as a diversified fund under the 1940 Act. The
Portfolio is subject to the following diversification requirements (which are
set forth in full in the SAI):
. As a fundamental policy, with respect to 75% of the total assets of a
Portfolio, the Portfolio may not own more than 10% of the outstanding
voting shares of any issuer (other than U.S. Government securities) as
defined in the 1940 Act and, with respect to some Portfolios, in other
types of cash items.
. As a fundamental policy, with respect to 75% of the total assets of a
Portfolio, the Portfolio will not purchase a security of any issuer if
such purchase would cause the Portfolio's holdings of that issuer to
amount to more than 5% of the Portfolio's total assets.
. As a fundamental policy governing concentration, no Portfolio will
invest more than 25% of its assets in any one particular industry, other
than U.S. Government securities.
LENDING AND BORROWING
The Portfolio may lend its portfolio securities to qualified institutional
buyers for the purpose of realizing additional income. Such loans must be
continuously secured by liquid assets at least equal to the market value of
the securities loaned and may not together with any other outstanding loans
exceed 25% of the Portfolio's total assets. Securities lending may involve
some credit risk to the Portfolio if the borrower defaults and the Portfolio
is delayed or prevented from recovering the collateral or is otherwise
required to cover a transaction in the security loaned. The Portfolio does not
presently
6
<PAGE>
intend to lend securities or make any other loans valued at more than 5% of
its total assets. To secure borrowings, the Portfolio may not mortgage or
pledge its securities in amounts that exceed 15% of its net assets, at the
time the loan or borrowing is made. If portfolio securities are loaned,
collateral values will be continuously maintained at no less than 100% by
marking to market daily. If a material event is to be voted upon affecting the
Portfolio's investment in securities which are on loan, the Portfolio will
take such action as may be appropriate in order to vote its shares. The
Portfolio does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if it were considered
important with respect to the investment.
The Portfolio may borrow money from or lend money to other portfolios or
funds that permit such transactions and are advised by the Sub-Adviser and if
the Portfolio seeks and obtains permission to do so from the SEC. There is no
assurance that such permission would be granted. The Portfolio may also borrow
money from banks. Any such loans or borrowings are expected to be short-term
in nature and used for temporary or emergency purposes, such as to provide
cash for redemptions, and will not exceed 25% of the Portfolio's net assets at
the time the loan or borrowing is made.
PORTFOLIO TURNOVER
A portfolio turnover rate is, in general, the percentage calculated by
taking the lesser of purchases or sales of portfolio securities (excluding
certain short-term securities) for a year and dividing it by the monthly
average of the market value of such securities during the year. (See
"Financial Highlights" for the Portfolio on page 3 for more information on
historical turnover rates.)
Changes in security holdings are made by the Portfolio's Sub-Adviser when it
is deemed necessary. Such changes may result from: liquidity needs; securities
having reached a price or yield objective; anticipated changes in interest
rates or the credit standing of an issuer; or developments not foreseen at the
time of the investment decision.
The Sub-Adviser may engage in a significant number of short-term
transactions if such investing serves the Portfolio's objective. The rate of
portfolio turnover will not be a limiting factor when such short-term
investing is considered appropriate.
Increased turnover results in higher brokerage costs or mark-up charges for
the Portfolio; these charges are ultimately borne by the Contract Owners. For
further discussion of portfolio turnover, see the SAI.
SHORT SALES
The Portfolio may sell securities "short against the box." A short sale is
the sale of a security that the Portfolio does not own. A short sale is
"against the box" if at all times when the short position is open, the
Portfolio 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.
OTHER INVESTMENT COMPANIES
The Portfolios may invest up to 10% of its total assets, calculated at the
time of purchase, in the securities of money market funds, which are
investment companies. The Portfolio may not invest (i) more than 5% of its
total assets in the securities of any one investment company or (ii) in more
than 3% of the voting securities of any other investment company. The
Portfolio will indirectly bear its proportionate share of any
7
<PAGE>
investment advisory fees and expenses paid by the funds in which it invests,
in addition to the investment advisory fee and expenses paid by the Portfolio.
However, if the Portfolio invests in a Janus money market fund, Janus Capital
will remit to the Portfolio the fees it receives from the Janus money market
fund to the extent such fees are based on the Portfolio's assets.
SPECIAL SITUATIONS
The Portfolio may invest in "special situations" from time to time. A
special situation arises when, in the opinion of the Sub-Adviser, the
securities of a particular issuer will be recognized and appreciate in value
due to a specific development with respect to that issuer. Developments
creating a special situation might include, among others, a new product or
process, a management change, a technological breakthrough, or other
extraordinary corporate event, or differences in market supply and demand for
the security.
Investment in special situations may carry an additional risk of loss in the
event that the anticipated development does not occur or does not attract the
expected attention. The impact of this strategy on the Portfolio will depend
on the Portfolio's size and the extent of the holdings of the special
situation issuer relative to its total assets.
PORTFOLIO SECURITIES AND RISK FACTORS
FUTURES, OPTIONS AND OTHER DERIVATIVES
Subject to certain limitations, the Portfolio may engage in hedging
strategies involving instruments commonly called "derivatives." "Derivatives"
used by the Portfolio include futures contracts and related options, forward
currency contracts, and interest rate swaps, caps and floors. These
instruments are commonly called derivatives because their price is derived
from an underlying index, security or other measure of value.
The Portfolio may engage in futures contracts and options. The Portfolio
intends to use such derivatives primarily for bona fide hedging purposes,
which seeks to help protect portfolio positions against market, interest rate
or currency fluctuations, to equitize a cash position, for duration
management, or to reduce the risk inherent in the management of the Portfolio.
If used for other purposes as may be permitted under applicable rules pursuant
to which the Portfolio would remain exempt from the definition of a "commodity
pool operator" under the rules of the CFTC, the aggregate initial margin and
premiums required to establish any non-hedging positions will not exceed 5% of
the fair market value of the Portfolio's net assets.
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of
property for an agreed upon price at a specified time. Forward contracts are
not currently exchange traded and are typically negotiated on an individual
basis. The Portfolio may enter into forward currency contracts to hedge
against declines in the value of non-dollar denominated securities or to
reduce the impact of currency appreciation on purchases of non-dollar
denominated securities. The Portfolio may also enter into forward currency
contracts with respect to ADRs. The Portfolio may also enter into forward
contracts to purchase or sell securities or other financial indices.
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. The Portfolio may buy and sell futures contracts on foreign currencies,
securities and financial indexes including interest rates or an index of U.S.
Government, foreign government, equity or fixed-income securities.
8
<PAGE>
The Portfolio may also buy options on futures contracts. An option on a
futures contract gives the buyer the right, but not the obligation, to buy or
sell a futures contract at a specific price on or before a specified date.
Futures contracts and options on futures are standardized and traded on
designated exchanges.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange or floating rate
payments for fixed rate payments).
INTEREST RATE FUTURES CONTRACTS involve the purchase or sale of contracts
for the future delivery of fixed-income securities at an established price.
The purchase of an interest rate cap entitles the purchaser, to the extent
that a specified index exceeds a predetermined interest rate, to receive
payments of interest on a contractually based principal amount from the party
selling the interest rate cap. The purchase of an interest rate floor entitles
the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a
contractually based principal amount from the party selling the interest rate
floor.
OPTIONS are the right, but not the obligation, to buy or sell a specified
amount of securities or other assets on or before a fixed date at a
predetermined price. The Portfolio may purchase put and call options on
securities, securities indexes and foreign currencies, subject to its
investment restrictions.
CALL OPTIONS give a buyer the right to purchase a portfolio security at a
designated price until a certain date. The option must be "covered"--for
example, the seller may own the securities required to fulfill the contract.
PUT OPTIONS give the buyer the right to sell the security at a designated
price until a certain date. Put options are "covered," for example, by
segregating an amount of cash or securities equal to the exercise price.
STOCK INDEX FUTURES obligate the seller to deliver (and the purchaser to
take) an amount of cash equal to a specified dollar amount times the
difference between the value of a specified stock index at the close of the
last trading day of the contract and the price at which the agreement is made.
No physical delivery of the underlying stocks in the index is made.
OPTIONS ON STOCK INDEX futures contracts, as contrasted with the direct
investment in such a contract, gives the purchaser the right, in return for
the premium paid, to assume a position in a stock index futures contract at a
specified exercise price at any time prior to the expiration date of the
option.
RISK FACTORS. There can be no assurance the use of derivatives will help the
Portfolio achieve its investment objective. Derivatives involve special risks
and transaction costs, and draw upon skills and experience which are different
from those needed to choose the other securities or instruments in which the
Portfolio invests. Special risks of these instruments include:
INACCURATE MARKET PREDICTIONS. If interest rates, securities prices or
currency markets do not move in the direction expected by the Sub-Adviser
who uses derivatives based on those measures, these instruments may fall in
their intended purpose and result in losses to the Portfolio.
IMPERFECT CORRELATION. Derivatives' prices may be imperfectly correlated
with the prices of the securities, interest rates or currencies being
hedged. When this happens, the expected benefits may be diminished.
9
<PAGE>
ILLIQUIDITY. A liquid secondary market may not be available for a
particular instrument at a particular time. The Portfolio may therefore be
unable to control losses by closing out a derivative position.
TAX CONSIDERATIONS. The Portfolio may have to delay closing out certain
derivative positions to avoid adverse tax consequences.
The risk of loss from investing in derivative instruments is potentially
unlimited.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase and reverse repurchase agreements. A
repurchase agreement involves the purchase of a security by the Portfolio and
a simultaneous agreement (generally from a bank or broker-dealer) to
repurchase that security back from the Portfolio at a specified price and date
upon demand. This technique offers a method of earning income on idle cash.
The repurchase agreement is effectively secured by the value of the underlying
security. Repurchase agreements not terminable within seven days are
considered illiquid securities.
The Portfolio invests in a reverse repurchase agreement when it sells a
portfolio security to another party, such as a bank or broker-dealer, in
return for cash, and agrees to buy the security back at a future date and
price. Reverse repurchase agreements may be used to provide cash to satisfy
unusually heavy redemption requests or for other temporary or emergency
purposes without the necessity of selling portfolio securities or to earn
additional income on portfolio securities such as U.S. Treasury bills and
notes. While a reverse repurchase agreement is outstanding, the Portfolio will
segregate with its custodian cash and other liquid assets to cover its
obligation under the agreement. Reverse repurchase agreements are considered a
form of borrowing by the Portfolio for the purposes of the 1940 Act.
RISK FACTORS. Repurchase agreements involve the risk that the seller will
fail to repurchase the security, as agreed. In that case, the Portfolio will
bear the risk of market value fluctuations until the security can be sold and
may encounter delays and incur costs in liquidating the security. In the event
of bankruptcy or insolvency of the seller, delays and costs are incurred.
Reverse repurchase agreements may expose the Portfolio to greater
fluctuations in the value of its assets.
ILLIQUID SECURITIES
The Portfolio may invest up to 15% of its net assets in securities that are
considered illiquid because of the absence of a readily available market or
due to legal or contractual restrictions on resale. However, certain
restricted securities that are not registered for sale to the general public
but that can be sold to institutional investors ("Rule 144A Securities") may
not be considered illiquid, provided that a dealer or institutional trading
market exists. The institutional trading market is relatively new and
liquidity of the Portfolio's investments could be impaired if such trading
does not further develop or declines. The Sub-Adviser will determine the
liquidity of Rule 144A Securities under guidelines approved by the Fund's
Board of Directors.
RISK FACTORS. Investment in illiquid securities involve certain risks to the
extent that the Portfolio may be unable to dispose of such securities at the
time desired or at a reasonable price. In addition, in order to resell a
restricted security, the Portfolio might have to bear the expense and incur
the delays associated with effecting a registration required in order to
qualify for resale.
10
<PAGE>
WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES
The Portfolio may purchase new issues of U.S. Government securities on a
"when-issued," "delayed settlement," or "forward (delayed) delivery" basis.
"When-issued" refers to securities whose terms are available, and for which
a market exists, but which are not available for immediate delivery. When-
issued transaction may be expected to occur a month or more before delivery is
due.
A Portfolio may engage in when-issued transactions to obtain what is
considered to be an advantageous price and yield at the time of the
transaction. When a Portfolio engages in when-issued or forward delivery
transactions, it will do so for the purpose of acquiring securities consistent
with its investment objective and policies and not for the purpose of
investment leverage.
"Delayed settlement" is a term used to describe settlement of a securities
transaction in the secondary market which will occur sometime in the future.
No payment or delivery is made by a Portfolio until it receives payment or
delivery from the other party to any of the above transactions.
The Portfolio will segregate with its custodian cash, U.S. Government
securities or other liquid assets at least equal to the value of purchase
commitments until payment is made. Such segregated securities will either
mature or, if necessary, be sold on or before the settlement date. Typically,
no income accrues on securities purchased on a delayed delivery basis prior to
the time delivery of the securities is made, although a Portfolio may earn
income in securities it has segregated to collateralize its delayed delivery
purchases.
New issues of stocks and bonds, private placements and U.S. Government
securities may be sold in this manner.
RISK FACTORS. At the time of settlement, the market value of the security
may be more or less than the purchase price. The Portfolio bears the risk of
such market value fluctuations. These transactions also involve risk to the
Portfolio if the other party to the transaction defaults on its obligation to
make payment or delivery, and the Portfolio is delayed or prevented from
completing the transaction.
FOREIGN SECURITIES
The Portfolio may invest up to 25% of net assets at the time of purchase in
the securities of foreign issuers and obligors. Investments may be made in
both domestic and foreign companies. Foreign securities include equity and
debt securities of foreign issuers.
If appropriate and available, the Sub-Adviser may purchase foreign
securities through dollar-denominated ADRs, EDRs, GDRs and other types of
receipts or shares evidencing ownership of the underlying foreign securities.
While ADRs are dollar-denominated receipts that are issued by domestic banks
and traded in the United States, EDRs are typically issued by European banks,
and GDRs may be issued by either domestic or foreign banks. In addition, the
Portfolio may invest indirectly in foreign securities through foreign
investment funds or trusts (including passive foreign investment companies).
RISK FACTORS. For U.S. investors, the returns on foreign securities are
influenced not only by the returns on the foreign investments themselves, but
also by several risks which include:
11
<PAGE>
CURRENCY RISK. Changes in the value of the currencies in which the
securities are denominated relative to the U.S. dollar may affect the value
of foreign securities and the value of their dividend or interest payments
and, therefore, the Portfolio's share price and returns.
Generally, in a period when the U.S. dollar commonly rises against foreign
currencies, the return on foreign securities for a U.S. investor are
diminished. By contrast, in a period when the U.S. dollar generally
declines, the returns on foreign securities generally are enhanced.
Exchange rates are affected by numerous factors, including relative
interest rates, balances of trade, levels of foreign investment and
manipulation of central banks. The foreign currency market is essentially
unregulated and can be subject to speculative trading. From time to time,
many countries impose exchange controls which limit or prohibit trading in
certain currencies.
ADRs do not involve the same direct currency and liquidity risks as
securities denominated in foreign currencies. However, the value of the
currency in which the foreign security represented by the ADR is denominated
may affect the value of the ADR.
To the extent that the Portfolio invests in foreign securities denominated
in foreign currencies, its share price reflects the price movements both of
its securities and of the currencies in which they are denominated. The
share price of the Portfolio that invests in both U.S. and foreign
securities may have a low correlation with movements in the U.S. markets. If
most of the securities in the Portfolio are denominated in foreign
currencies or depend on the value of foreign currencies, the relative
strength of the U.S. dollar against those foreign currencies may be an
important factor in the Portfolio's performance.
CURRENCY TRADING COSTS. The Portfolio incurs costs in converting foreign
currencies into U.S. dollars, and vice versa.
DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies are
generally subject to tax laws and to accounting, auditing and financial
reporting standards, practices and requirements different from those that
apply in the U.S.
LESS INFORMATION AVAILABLE. There is generally less public information
available about foreign companies.
MORE DIFFICULT BUSINESS NEGOTIATIONS. The Portfolio may find it difficult
to enforce obligations in foreign countries or to negotiate favorable
brokerage commission rates.
REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are less
liquid and their prices more volatile, than securities of comparable U.S.
companies.
SETTLEMENT DELAYS. Settling foreign securities may take longer than
settlements in the U.S.
HIGHER CUSTODY CHARGES. Custodianship of shares may cost more for foreign
securities than it does for U.S. securities.
ASSET VULNERABILITY. In some foreign countries, there is a risk of direct
seizure or appropriation through taxation of assets of the Portfolio.
Certain countries may also impose limits on the removal of securities or
other assets of the Portfolio. Interest, dividends and capital gains on
foreign securities held by the Portfolio may be subject to foreign
withholding taxes.
12
<PAGE>
POLITICAL INSTABILITY. In some countries, political instability, war or
diplomatic developments could affect investments.
These risks may be greater in developing countries or in countries with
limited or developing markets. Securities prices in developing countries can
be significantly more volatile than in developed countries reflecting the
greater uncertainties of investing in less developed markets and economies. In
particular, developing countries may have relatively unstable governments.
These governments may nationalize businesses, expropriate private property,
engage in confiscatory taxation or, in certain instances, revert to closed
market, centrally planned economies. Such countries may also have restrictions
on foreign ownership or prohibitions on the repatriation of assets and may
have less protection of property rights than developed countries.
The economies of developing countries may be predominately based on only a
few industries or dependent on revenues from particular commodities or on
international aid or development assistance. These economies may be highly
vulnerable to changes in local or global trade conditions, and may suffer from
extreme and volatile debt burdens or inflation risks. In addition, securities
markets in developing countries typically handle trade a small number of
securities transactions and may be unable to respond effectively to sudden
changes in trading volume. As a result, such markets may lack liquidity and
securities traded on those markets may by more volatile. Also, securities
markets in developing countries typically offer less regulatory protection for
investors.
At times, the Portfolio's foreign securities may be listed on exchanges or
traded in markets which are open on days (such as Saturday) when the Portfolio
does not compute a price or accept orders for purchase, sale or exchange of
shares. As a result, the net asset value of the Portfolio may be significantly
affected by trading on days when Contract Owners cannot make transactions.
ADRS are subject to some of the same risks as direct investments in foreign
securities, including the currency risk discussed above. The regulatory
requirements with respect to ADRs that are issued in sponsored and unsponsored
programs are generally similar but the issuers of unsponsored ADRs are not
obligated to disclose material information in the U.S., and, therefore, such
information may not be reflected in the market value of the ADRs.
MANAGEMENT OF THE FUND
The Board of Directors is responsible for managing business affairs of the
Fund. It oversees the operation of the Fund by its officers. It also reviews
the management of the Portfolio's assets by the Investment Adviser and Sub-
Adviser. Information about the Directors and Executive officers of the Fund is
contained in the SAI.
THE INVESTMENT ADVISER
WRL Investment Management, Inc. ("WRL Management"), located at 201 Highland
Avenue, Largo, Florida 33770-2597, serves as the Fund's Investment Adviser.
The Investment Adviser is a direct, wholly-owned subsidiary of WRL, which is a
wholly-owned subsidiary of First AUSA Life Insurance Company ("First AUSA"), a
stock life insurance company which is wholly-owned by AEGON USA, Inc. ("AEGON
USA"). AEGON USA is a financial services holding company whose primary
emphasis is on life and health insurance and annuity and investment products.
AEGON USA is a wholly-owned indirect subsidiary of AEGON nv, a Netherlands
corporation, which is a publicly
13
<PAGE>
traded international insurance group. The Investment Adviser has served as the
investment adviser to the Fund since January 1, 1997. Prior to that date, WRL
served as the investment adviser to the Fund.
Subject to the supervision and direction of the Fund's Board of Directors,
the Investment Adviser is responsible for managing the Portfolio in accordance
with the Portfolio's stated investment objective and policies. As compensation
for its services to the Portfolio, the Investment Adviser receives monthly
compensation at the annual rate of 0.80% of the average daily net assets of
the Portfolio. For the fiscal year ended December 31, 1997, the Fund paid the
Investment Adviser advisory fees of 0.80% of the average daily net assets of
the Portfolio.
The Investment Adviser is responsible for furnishing continuous advice and
recommendations to the Portfolio as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time; to cause its officers to attend
meetings and furnish oral or written reports, as the Fund may reasonably
require, in order to keep the Fund's Board and appropriate officers of the
Fund fully informed as to the conditions of the investment portfolio of the
Portfolio, the investment recommendations of the Investment Adviser, and the
investment considerations which have given rise to those recommendations; to
supervise the purchase and sale of securities of the Portfolio as directed by
the appropriate officers of the Fund; and to maintain all books and records
required to be maintained by the Investment Adviser pursuant to the 1940 Act
and the rules and regulations promulgated thereunder with respect to
transactions on behalf of the Fund.
The Investment Adviser has voluntarily undertaken, until at least April 30,
1999, to pay expenses on behalf of the Portfolio to the extent normal
operating expenses (including investment advisory fees but excluding interest,
taxes, brokerage fees, commissions and extraordinary charges) exceed, as a
percentage of the Portfolio's average daily net assets, 1.00%. The Investment
Adviser has voluntarily undertaken to waive a portion of the investment
advisory fees payable by the Portfolio such that total investment advisory
fees payable by the Portfolio will equal .775% of the average daily net assets
of the Portfolio. Janus Capital has, in turn, voluntarily undertaken to waive
a portion of the sub-advisory fees payable by the Investment Adviser to Janus
Capital with respect to the Portfolio such that total sub-advisor fees payable
by the Investment Adviser with respect to the Portfolio will equal .3875% of
the average daily net assets of the Portfolio. For the fiscal year ended
December 31, 1997, the expenses of the Portfolio, as a percentage of the
Portfolio's average daily net assets, were 0.87%.
In addition to the Investment Adviser's responsibilities discussed above,
the Investment Adviser's advisory agreement with the Fund (the "Advisory
Agreement") contemplates that the Investment Adviser, in connection with the
performance of its responsibilities under the Advisory Agreement, will enter
into sub-advisory agreements ("Sub-Advisory-Agreements") with Sub-Advisers to
provide each Portfolio with portfolio management. Under current law, every
Sub-Advisory Agreement must be submitted to and approved by shareholders and
Contract Owners of a Portfolio before the Sub-Adviser can provide investment
advice to that Portfolio. For example, if a new Sub-Adviser were retained,
shareholders and Contract Owners would be required to approve the Sub-Advisory
agreement with that Sub-Adviser. Similarly, if a Sub-Advisory Agreement were
amended in any material respect, such amendment would generally be deemed to
result in a new contract for which shareholder and Contract Owner approval
would also be required. Moreover, in most instances when there is a change of
control of a Sub-Adviser, shareholder and Contract Owner approval is required.
14
<PAGE>
The Fund's Board of Directors has determined that shareholders of the
Portfolio invest in the Fund, in part, because the Investment Adviser will
select one or more Sub-Advisers best suited to achieve the Portfolio's
investment objectives. The Board believes that part of a shareholder's and
Contract Owner's investment decision is a determination to have those
selections made by the Investment Adviser, a professional management
organization with personnel having substantial experience in making such
evaluations, selections and terminations.
Under applicable law, the Fund is not generally required to hold annual
shareholders' meetings, and does not generally hold such meetings, unless
legally required to do so, in order to avoid the attendant costs. The Fund is
currently required to call a meeting of shareholders of a Portfolio whenever
it decides to employ new or additional Sub-Advisers, or to approve a new Sub-
Advisory Agreement after an "assignment," or due to a material change in Sub-
Advisory Agreement terms, with respect to such Portfolio. Given the nature of
the Fund's operations and shareholders' reasons for investing in various of
the Portfolios, such expenses are considered to provide little if any benefit
to shareholders. For these reasons, the Fund and the Investment Adviser have
applied to the SEC for an exemption from the provisions of the 1940 Act to
permit the Fund and the Investment Adviser, subject to certain conditions, to
enter into, materially amend, and terminate, and to permit Sub-Advisers to act
pursuant to, Sub-Advisory Agreements without shareholder or Contract Owner
approval (the "Proposed Sub-Advisory Selection Arrangement").
If the SEC exemption is granted, certain conditions would apply. The
conditions are intended to ensure that shareholders and Contract Owners
receive adequate disclosure about the Sub-Advisers or a decision by the
Investment Adviser and the Fund's Board of Directors to appoint a new Sub-
Adviser or to change materially the terms of a Sub-Advisory Agreement. In
addition, before a Portfolio could rely on the exemption, the Proposed Sub-
Advisory Selection Arrangement must be approved by a majority of the
outstanding voting shares of the Portfolio.
DISTRIBUTION AND SERVICE PLANS
DISTRIBUTION PLAN AND DISTRIBUTION AGREEMENT. Effective January 1, 1997, the
Fund adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act
("Distribution Plan") and pursuant to the Plan, has entered into a
Distribution Agreement with InterSecurities, Inc. ("ISI"), whose principal
office is located at 201 Highland Avenue, Largo, Florida 33770-2597. ISI is an
affiliate of the Investment Adviser, and serves as principal underwriter for
the Fund.
The expenses the Fund may pay pursuant to the Distribution Plan may include,
but are not necessarily limited to, the following: cost of printing and
mailing Fund prospectuses and statements of additional information, and any
supplements thereto to prospective Contract Owners; costs relating to
development and preparation of Fund advertisements, sales literature and
brokers' and other promotional materials describing and/or relating to the
Fund; expenses in connection with presentation of seminars and sales meetings
describing the Fund; development of consumer-oriented sales materials
describing the Fund; and expenses attributable to "distribution-related
services" provided to the Fund (e.g., salaries and benefits, office expenses,
equipment (i.e., computers, software, office equipment, etc.), training
expenses, travel costs, printing costs, supply expenses, programming time and
data center expenses, each as they relate to the promotion of the sale of Fund
shares).
Under the Distribution Plan, the Fund, on behalf of the Portfolio, is
authorized to pay to various service providers, as direct payment for expenses
incurred in connection with the distribution of the Portfolio's shares,
amounts equal to actual expenses associated with distributing the Portfolio's
shares, up to a maximum rate of 0.15% on an annualized basis of the average
daily net assets. This fee is measured and accrued daily and paid monthly.
15
<PAGE>
ISI will submit to the Fund's Board of Directors for approval annual
distribution expenses with respect to the Portfolio. ISI allocates to the
Portfolio distribution expenses specifically attributable to the distribution
of shares of the Portfolio. Distribution expenses not specifically
attributable to the distribution of shares of the Portfolio are allocated
among the other Portfolios of the Fund, based upon the ratio of net asset
value of each Portfolio to the net asset value of all Portfolios, or such
other factors as ISI deems fair and are approved by the Fund's Board. ISI has
determined that it will not seek payment by the Fund of distribution expenses
with respect to the Portfolio during the fiscal year ending December 31, 1998.
Prior to ISI seeking reimbursement, Contract Owners will be notified in
advance.
ADMINISTRATIVE AND TRANSFER AGENCY SERVICES. Effective January 1, 1997, the
Fund entered into an Administrative Services and Transfer Agency Agreement
with WRL Investment Services, Inc. ("WRL Services"), located at 201 Highland
Avenue, Largo, Florida 33770-2597, an affiliate of WRL Management and WRL, to
furnish the Fund with administrative services to assist the Fund in carrying
out certain of its functions and operations. Under this Agreement, WRL
Services shall furnish to the Portfolio, subject to the overall supervision of
the Board of Directors, supervisory, administrative, and transfer agency
services, including recordkeeping and reporting. WRL Services is reimbursed by
the Fund monthly on a cost incurred basis. Prior to January 1, 1997, WRL
performed these services in connection with its serving as the Fund's
investment adviser.
THE SUB-ADVISER
Janus Capital Corporation, located at 100 Fillmore Street, Denver, Colorado
80206, serves as the Sub-Adviser to the Portfolio. Thomas H. Bailey is the
President of Janus Capital Corporation. Kansas City Southern Industries, Inc.
("KCSI") owns 83% of the Sub-Adviser. The Sub-Adviser provides investment
management and related services to other mutual funds, and individual,
corporate, charitable and retirement accounts. See "Management of the Fund--
The Sub-Adviser" in the SAI for a more detailed description of the previous
experience of Janus Capital Corporation as an investment adviser.
The Sub-Adviser provides investment advisory assistance and portfolio
management advice to the Investment Adviser for the Portfolio. Subject to
review and supervision by the Investment Adviser and the Board of Directors of
the Fund, the Sub-Adviser is responsible for the actual management of the
Portfolio and for making decisions to buy, sell or hold any particular
security, and it places orders to buy or sell securities on behalf of the
Portfolio. The Sub-Adviser bears all of its expenses in connection with the
performance of its services, such as compensating and furnishing office space
for its officers and employees connected with investment and economic
research, trading and investment management of the Portfolio.
Janus Capital may compensate Western Reserve or its affiliate for
administrative, distribution, or other services. Such compensation would be
based on assets of the Global and Growth Portfolios attributable to variable
contracts issued by Western Reserve for which these Portfolios serve as
funding vehicles.
Scott W. Schoelzel has served as the portfolio manager for the Portfolio
since January 2, 1996. Mr. Schoelzel also serves as co-portfolio manager of
other mutual funds. Mr. Schoelzel is a Vice president of the Sub-Adviser,
where he has been employed since 1994. From 1991 to 1993, Mr. Schoelzel was a
portfolio manager with Founders Asset Management, Denver, Colorado.
For its services, the Sub-Adviser receives monthly compensation from the
Investment Adviser at the annual rate of 0.40% of the average daily net assets
of the Portfolio. As stated above, Janus Capital has voluntarily undertaken to
waive a portion of the sub-advisory fees payable with respect to this
Portfolio such that sub-advisory fees payable will equal .3875% of average
daily net assets.
16
<PAGE>
The Sub-Adviser is also responsible for selecting the broker-dealers who
execute the portfolio transactions for the Portfolio. The Sub-Adviser is
authorized to consider sales of the Annuity Contracts described in the
accompanying prospectus by a broker-dealer as a factor in the selection of
broker-dealers to execute portfolio transactions. In placing portfolio
business with all dealers, the Sub-Adviser seeks best execution of each
transaction and all brokerage placement must be consistent with the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. In
addition, the Sub-Adviser may occasionally place portfolio business with
broker-dealers affiliated with the Investment Adviser or the Sub-Adviser; in
such event, the Sub-Adviser always will seek best execution.
OTHER INFORMATION
JOINT TRADING ACCOUNTS
Subject to approval by the Fund's Board of Directors, the Portfolio may
transfer uninvested cash balances on a daily basis into certain joint trading
accounts. Assets in the joint trading accounts are invested in money market
instruments. All other participants in the joint trading accounts will be
registered mutual funds or other clients of the Sub-Adviser or its affiliates.
The Portfolio will participate in the joint trading accounts only to the
extent that the investments of the joint trading accounts are consistent with
the Portfolio's investment policies and restrictions. The Sub-Adviser
anticipates that the investments made by the Portfolio through the joint
trading accounts will be at least as advantageous to the Portfolio as if the
Portfolio had made such investment directly. (See "The Sub-Adviser" in the
SAI.)
PERSONAL SECURITIES TRANSACTIONS
The Fund permits "Access Persons" as defined by Rule 17j-1 under the 1940
Act to engage in personal securities transactions, subject to the terms of the
Code of Ethics and Insider Trading Policy ("Ethics Policy") that has been
adopted by the Board of Directors of the Fund. Access Persons are required to
follow the guidelines established by this Ethics Policy in connection with all
personal securities transactions and are subject to certain prohibitions on
personal trading. The Fund's Sub-Advisers, pursuant to Rule 17j-1 and other
applicable laws, and pursuant to the terms of the Ethics Policy, must adopt
and enforce their own Code of Ethics and Insider Trading Policies appropriate
to their operations. Each Sub-Adviser is required to report to the Board of
Directors on a quarterly basis with respect to the administration and
enforcement of such Ethics Policy, including any violations thereof which may
potentially affect the Fund.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolio are sold and redeemed at their net asset value next
determined after receipt of a purchase order or notice of redemption in proper
form. Shares are sold and redeemed without the imposition of any sales
commission or redemption charge. However, certain sales and other charges may
apply to the Year 2000 Contract. Such charges are described in the prospectus
for the Contract.
PREPARING FOR THE YEAR 2000
Like all financial services providers, the Fund and the Investment Adviser
utilize systems that may be affected by Year 2000 transition issues, and the
Fund relies on service providers, including the Fund's custodian and the Sub-
Adviser, that also may be affected. The Fund and the Investment Adviser have
developed and are in the process of implementing a Year 2000 transition plan,
and are confirming that the Fund's service providers are also so engaged. The
resources that are being devoted to this effort are substantial. It is
difficult to predict with precision whether the amount
17
<PAGE>
of resources ultimately devoted, or the outcome of these efforts, will have
any negative impact on the Fund or the Investment Adviser. However, as of the
date of this Prospectus, it is not anticipated that Policyowners will
experience negative affects on their investment or on the services provided in
connection therewith, as a result of Year 2000 transition implementation. The
Fund and the Investment Adviser currently anticipate that their systems will
be Year 2000 compliant on or about December 31, 1998, but there can be no
assurance that the Fund or the Investment Adviser will be successful, or that
interaction with other service providers will not impair the Fund's or the
Investment Adviser's services at that time.
VALUATION OF SHARES
The Portfolio's net asset value per share is ordinarily determined, once
daily, as of the close of the regular session of business on the New York
Stock Exchange ("Exchange") (usually 4:00 p.m., Eastern time), on each day the
Exchange is open.
Net asset value of a Portfolio share is computed by dividing the value of
the net assets of the Portfolio by the total number of shares outstanding in
the Portfolio.
Except for money market instruments maturing in 60 days or less, securities
held by the Portfolio are valued at market value. Securities for which market
values are not readily available are valued at fair value as determined in
good faith by the Advisers under the supervision of the Fund's Board of
Directors. Money market instruments maturing in 60 days or less are valued on
the amortized cost basis. (See the SAI for details.)
THE FUND AND ITS SHARES
The Fund was incorporated under the laws of the State of Maryland on August
21, 1985 and is registered with the SEC as an open-end, management investment
company.
The Portfolio offers its shares only for purchase by the Separate Accounts
of the Life Companies to fund benefits under variable life insurance or
variable annuity contracts issued by the Life Companies. Shares may be offered
to other life insurance companies in the future. Because the Portfolio's
shares are sold to the Separate Accounts established to receive and invest
premiums received under variable life insurance policies and purchase payments
received under the variable annuity contracts, it is conceivable that, in the
future, it may become disadvantageous for variable life insurance Separate
Accounts and variable annuity Separate Accounts to invest in the Portfolio
simultaneously. Neither the Life Companies nor the Fund currently foresees any
such disadvantages or conflicts, either to variable life insurance
policyowners or to variable annuity contract owners. After being notified by
one or more of the Life Companies of a potential or existing conflict, the
Fund's Board of Directors will determine if a material conflict exists and
what action, if any, should be taken in response thereto. Such action could
include the sale of Portfolio shares by one or more of the Separate Accounts,
which could have adverse consequences. Material conflicts could result from,
for example, (1) changes in state insurance laws, (2) changes in Federal
income tax laws, or (3) differences in voting instructions between those given
by variable life insurance policyowners and those given by variable annuity
contract owners. If the Board of Directors were to conclude that separate
funds should be established for variable life and variable annuity separate
accounts, the affected Life Companies will bear the attendant expenses, but
variable life insurance policyowners and variable annuity contract owners
would no longer have the economies of scale typically resulting from a larger
combined fund.
The Fund offers a separate class of common stock for each portfolio. All
shares of the Portfolio and of each of the other portfolios of the Fund have
equal voting rights,
18
<PAGE>
except that only shares of a particular portfolio will be entitled to vote on
matters concerning only that portfolio. Each issued and outstanding share of
the Portfolio is entitled to one vote and to participate equally in dividends
and distributions declared by the Portfolio and, upon any liquidation or
dissolution, to participate equally in the net assets of the Portfolio
remaining after satisfaction of outstanding liabilities. The shares of the
Portfolio, when issued, will be fully paid and nonassessable, have no
preference, preemptive, conversion, exchange or similar rights, and will be
freely transferable. Shares do not have cumulative voting rights and the
holders of more than 50% of the shares of the Fund voting for the election of
directors can elect all of the directors of the Fund if they choose to do so,
and in such event holders of the remaining shares would not be able to elect
any directors.
Only the Separate Accounts of the Life Companies may hold shares of the
Portfolio and are entitled to exercise the rights directly as described above.
If and to the extent required by law, Life Companies will vote the Portfolio's
shares held in the Separate Accounts, including the Portfolio's shares which
are not attributable to Contract Owners, at meetings of the Fund in accordance
with instructions received from persons having voting interests in the
corresponding sub-accounts of the Separate Accounts. Except as required by the
1940 Act, the Fund does not hold regular or special shareholder meetings. If
the 1940 Act or any regulation thereunder should be amended, or if present
interpretation thereof should change, and as a result it is determined that
the Life Companies are permitted to vote the Portfolio's shares in their own
right, they may elect to do so. The rights of Contract Owners are described in
more detail in the prospectuses or disclosure documents for the Annuity
Contracts.
REPORTS TO CONTRACT OWNERS
The fiscal year of the Portfolio ends on December 31 of each year. The Fund
will send to the Portfolio's Contract Owners, at least semi-annually, reports
showing the Portfolio's composition and other information. An annual report,
containing financial statements, audited by the Fund's independent
accountants, will be sent to Contract Owners each year.
CUSTODIAN AND DIVIDEND DISBURSING AGENT
Investors Bank & Trust Company, 200 Clarendon Street, 16th Floor, Boston, MA
02116, acts as Custodian and Dividend Disbursing Agent of the Portfolio's
assets.
ADDITIONAL INFORMATION
The telephone number or the address of the Fund appearing on the first page
of this Prospectus should be used for requests for additional information.
DISTRIBUTION AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Portfolio intends to distribute substantially all of the net investment
income, if any. Dividends from investment income, if any, of the Portfolio
normally are declared and paid semi-annually in additional shares of the
Portfolio at net asset value. Distributions of net realized capital gains from
security transactions and net gains from foreign currency transactions, if
any, normally are declared and paid in additional shares of the Portfolio at
the end of the fiscal year.
TAXES
The Portfolio has qualified and expects to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as
19
<PAGE>
amended ("Code"). As such, the Portfolio is not subject to Federal income tax
on that part of its investment company taxable income (consisting generally of
net investment income, net gains from certain foreign currency transactions,
and net short-term capital gain, if any) and any net capital gain (the excess
of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders. It is the Portfolio's intention to distribute
all such income and gains.
Shares of the Portfolio are offered only to the Separate Accounts (which are
insurance company separate accounts that fund the Contract). Under the Code,
no tax is imposed on an insurance company with respect to income of a
qualifying separate account properly allocable to the value of eligible
variable annuity or variable life insurance contracts. For a discussion of the
taxation of life insurance companies and the Separate Account, as well as the
tax treatment of the Contract and the Contract Owners thereof, see "Certain
Federal Income Tax Consequences" included in the prospectus for the Contract.
The Portfolio intends to comply with the diversification requirements
imposed by section 817(h) of the Code and the regulations thereunder. These
requirements are in addition to the diversification requirements imposed on
the Portfolio by Subchapter M and the 1940 Act. These requirements place
certain limitations on the assets of each separate account that may be
invested in securities of a single issuer, and, because section 817(h) and the
regulations thereunder treat the Portfolio's assets as assets of the related
Separate Accounts, these limitations also apply to the Portfolio's assets that
may be invested in securities of a single issuer. Specifically, the
regulations provide that, except as permitted by the "safe harbor" described
below, as of the end of each calendar quarter or within 30 days thereafter no
more than 55% of the Portfolio's total assets may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments, and no more than 90% by any four investments.
Section 817(h) provides, as a safe harbor, that a separate account will be
treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities, and
securities of other regulated investment companies. For purposes of section
817(h), all securities of the same issuer, all interests in the same real
property project, and all interests in the same commodity are treated as a
single investment. In addition, each U.S. Government agency or instrumentality
is treated as a separate issuer, while the securities of a particular foreign
government and its agencies, instrumentalities, and political subdivisions
will be considered securities issued by the same issuer. Failure of the
Portfolio to satisfy the section 817(h) requirements would result in taxation
of the Separate Accounts, the insurance companies, the Contract, and tax
consequences to the Contract Owners thereof, other than as described in the
prospectus for the Contract.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Portfolio and its Contract Owners; see
the SAI for a more detailed discussion. Prospective Contract Owners are urged
to consult their tax advisors.
20
<PAGE>
WRL SERIES FUND, INC.
GROWTH PORTFOLIO
201 HIGHLAND AVENUE
LARGO, FLORIDA 33770-2597
TELEPHONE (319) 398-8511
INVESTMENT ADVISER:
WRL Investment Management, Inc. 201 Highland Avenue Largo, FL 33770-2597
SUB-ADVISER:
Janus Capital Corporation 100 Fillmore Street Denver, CO 80206
CUSTODIAN:
Investors Bank & Trust Company 200 Clarendon Street 16th Floor Boston, MA
02116
INDEPENDENT ACCOUNTANTS:
Price Waterhouse LLP 1055 Broadway Kansas City, MO 64105
TRANSFER AGENT:
WRL Investment Services, Inc. 201 Highland Avenue Largo, FL 33770-2597
DISTRIBUTOR:
InterSecurities, Inc. 201 Highland Avenue Largo, FL 33770-2597
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REP-
RESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH IN-
FORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY
PERSON IN ANY STATE OR JURISDICTION OF THE UNITED STATES OR ANY COUNTRY
WHERE SUCH OFFER WOULD BE UNLAWFUL.
21
<PAGE>
WRL SERIES FUND, INC.
GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus but supplements
and should be read in conjunction with the Prospectus for the Growth Portfolio
of the WRL Series Fund, Inc. (the "Fund"). A copy of the Prospectus may be
obtained by writing PFL Life Insurance Company, Administrative and Service
Office, Financial Markets Division--Variable Annuity Dept., 4333 Edgewood
Road, N.E., Cedar Rapids, Iowa 52499 or by calling (800) 525-6205.
-------------------------------------------------
WRL INVESTMENT MANAGEMENT, INC.
Investment Adviser
JANUS CAPITAL CORPORATION
Sub-Adviser
-------------------------------------------------
The date of the Prospectus to which this Statement of Additional Information
relates and the date of this Statement of Additional Information is May 1,
1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE IN THIS STATEMENT OF CROSS-REFERENCE TO
ADDITIONAL INFORMATION PAGE IN PROSPECTUS
------------------------- ------------------
<S> <C> <C>
Investment Objective and Poli-
cies............................ 3 5
Investment Restrictions........ 3 6
Repurchase and Reverse Repur-
chase
Agreements.................... 5 10
Lending of Portfolio Securi-
ties.......................... 5 6
Foreign Securities............. 6 11
Non-Investment Grade Debt Secu-
rities........................ 7 N/A
Investments in Futures, Options
and Other
Derivative Instruments........ 7 8
Management of the Fund........... 20 13
Directors and Officers......... 20 13
The Investment Adviser......... 22 13
Distribution and Service Plans. 24 15
The Sub-Adviser................ 25 16
Joint Trading Accounts......... 26 17
Portfolio Transactions and Bro-
kerage.......................... 26 17
Portfolio Turnover............. 26 7
Placement of Portfolio Broker-
age........................... 26 17
Purchase and Redemption of
Shares.......................... 29 17
Offering of the Shares and De-
termination
of Offering Price............. 29 18
Portfolio Net Asset Valuation.. 29 18
Investment Experience Informa-
tion............................ 29 4
Calculation of Performance Re-
lated Information............... 29 4
Total Return................... 30 4
Taxes............................ 30 19
Capital Stock of the Fund........ 32 18
Registration Statement........... 32 N/A
Financial Statements............. 32 19
Other Information................ 32 17
Appendix A--Description of Port-
folio Securities................ A-1 8
Appendix B--Description of Se-
lected Corporate Bond and Com-
mercial Paper Ratings........... B-1 N/A
</TABLE>
- 2 -
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INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Growth Portfolio (the "Portfolio") of the
Fund is described in the Portfolio's Prospectus. Shares of the Portfolio are
sold only to the separate accounts of Western Reserve Life Assurance Co. of
Ohio ("WRL"), PFL Life Insurance Company, an affiliate of WRL, and to separate
accounts of certain of their affiliated life insurance companies
(collectively, the "Separate Accounts") to fund benefits under certain
variable life insurance policies (the "Policies") and variable annuity
contracts (the "Annuity Contracts", or "Contracts").
As indicated in the Prospectus, the Portfolio's investment objective and,
unless otherwise noted, its investment policies and techniques, may be changed
by the Board of Directors of the Fund without approval of shareholders or
owners of the Policies or the Annuity Contracts (collectively, "Contract
Owners"). A change in the investment objective or policies of the Portfolio
may result in the Portfolio's having an investment objective or policies
different from those which a Contract Owner deemed appropriate at the time of
investment.
INVESTMENT RESTRICTIONS
As indicated in the Prospectus, the Portfolio is subject to certain
fundamental policies and restrictions which may not be changed without the
approval of the holders of a majority of the outstanding voting securities of
the Portfolio. "Majority" for this purpose and under the Investment Company
Act of 1940, as amended (the "1940 Act") means the lesser of (i) 67% of the
outstanding voting securities represented at a meeting at which more than 50%
of the outstanding voting securities of the Portfolio are represented or (ii)
more than 50% of the outstanding shares of the Portfolio. A complete statement
of all such fundamental policies is set forth below.
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than cash items and "Government
securities" as defined in the 1940 Act) if immediately after and as a result
of such purchase (a) the value of the holdings of the Portfolio in the
securities of such issuer exceeds 5% of the value of the Portfolio's total
assets, or (b) the Portfolio owns more than 10% of the outstanding voting
securities of any one class of securities of such issuer;
2. Invest more than 25% of the value of the Portfolio's assets in any
particular industry (other than Government securities);
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this restriction
shall not prevent the Portfolio from purchasing or selling options, futures
contracts, caps, floors and other derivative instruments, engaging in swap
transactions or investing in securities or other instruments backed by
physical commodities);
4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses;
5. Act as underwriter of securities issued by others, except to the extent
that it may be deemed an underwriter in connection with the disposition of
portfolio securities of the Portfolio; and
6. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does
not apply to purchases of commercial paper, debt securities or to repurchase
agreements).
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(7) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that exceed 25% of the
value of the Portfolio's total assets by reason of a decline in net assets
will be reduced within three business days to the extent necessary to comply
with the 25% limitation. This policy shall not prohibit reverse repurchase
agreements or deposits of assets to provide margin or guarantee positions in
connection with transactions in options, futures contracts, swaps, forward
contracts, or other derivative instruments or the segregation of assets in
connection with such transactions;
(8) The Portfolio may not issue senior securities, except as permitted by
the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Directors of the
Fund without shareholder or Contract Owner approval:
(A) The Portfolio may not, as a matter of non-fundamental policy: (i) enter
into any futures contracts or options on futures contracts for purposes other
than bona fide hedging transactions within the meaning of Commodity Futures
Trading Commission regulations if the aggregate initial margin deposits and
premiums required to establish positions in futures contracts and related
options that do not fall within the definition of bona fide hedging
transactions would exceed 5% of the fair market value of the Portfolio's net
assets, after taking into account unrealized profits and losses on such
contracts it has entered into and (ii) enter into any futures contracts or
options on futures contracts if the aggregate amount of the Portfolio's
commitments under outstanding futures contracts positions and options on
futures contracts would exceed the market value of its total assets;
(B) The Portfolio may not mortgage or pledge any securities owned or held by
the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolio's
net assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to provide margin or guarantee
positions in options, futures contracts, swaps, forward contracts or other
derivative instruments or segregation of assets in connection with such
transactions;
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities
sold short, and provided that transactions in options, futures contracts,
swaps, forward contracts and other derivative instruments are not deemed to
constitute selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin payments and other
deposits made in connection with transactions in options, futures contracts,
swaps, forward contracts, and other derivative instruments shall not be deemed
to constitute purchasing securities on margin;
(E) The Portfolio may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 or any securities for which the
Board of Directors or the Sub-Adviser, as appropriate, has made a
determination of liquidity, as permitted under the 1940 Act;
(F) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Restrictions (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers to
exchange, or as a result of reorganization, consolidation, or merger. If the
Portfolio
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invests in a money market fund, the Investment Adviser will reduce its
advisory fee by the amount of any investment advisory or administrative
service fees paid to the investment manager of the money market fund;
(G) The Portfolio may not invest directly in oil, gas or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(H) The Portfolio may not invest more than 25% of its net assets at the time
of purchase in the securities of foreign issuers and obligors;
(I) The Portfolio may not invest in companies for the purpose of exercising
control or management; and
Except with respect to borrowing money, if a percentage limitation set forth
above is complied with at the time of the investment, a subsequent change in
the percentage resulting from any change in value or of the Portfolio's net
assets will not result in a violation of such restriction. State laws and
regulations may impose additional limitations on borrowing, lending and use of
options, futures, and other derivative instruments. In addition, such laws and
regulations may require the Portfolio's investments in foreign securities to
meet additional diversification and other requirements.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
In a repurchase agreement, the Portfolio purchases a security and
simultaneously commits to resell that security to the seller at an agreed upon
price on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon incremental amount that is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value (at least equal to the amount of the agreed upon
resale price and marked-to-market daily) of the underlying security. The
Portfolio may engage in a repurchase agreement with respect to any security in
which it is authorized to invest. While it does not presently appear possible
to eliminate all risks from these transactions (particularly the possibility
of a decline in the market value of the underlying securities, as well as
delays and costs to the Portfolio in connection with bankruptcy proceedings),
it is the policy of the Portfolio to limit repurchase agreements to those
parties whose creditworthiness has been reviewed and found satisfactory by the
Sub-Adviser.
In a reverse repurchase agreement, the Portfolio sells a portfolio security
to another party, such as a bank or broker-dealer, in return for cash and
agrees to repurchase the instrument at a particular price and time. While a
reverse repurchase agreement is outstanding, the Portfolio will maintain cash
and appropriate liquid assets in a segregated custodial account to cover its
obligation under the agreement. The Portfolio will enter into reverse
repurchase agreements only with parties that the Sub-Adviser deems
creditworthy.
LENDING OF PORTFOLIO SECURITIES
The Portfolio may lend its portfolio securities subject to the restrictions
stated in this Statement of Additional Information. Under applicable
regulatory requirements (which are subject to change), the following
conditions apply to securities loans: (a) the loan must be continuously
secured by liquid assets maintained on a current basis in an amount at least
equal
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to the market value of the securities loaned; (b) the Portfolio must receive
any dividends or interest paid by the issuer on such securities; (c) the
Portfolio must have the right to call the loan and obtain the securities
loaned at any time upon notice of not more than five business days, including
the right to call the loan to permit voting of the securities; and (d) the
Portfolio must receive either interest from the investment of collateral or a
fixed fee from the borrower. Securities loaned by the Portfolio remain subject
to fluctuations in market value. The Portfolio may pay reasonable finders,
custodian and administrative fees in connection with a loan. Securities
lending, as with other extensions of credit, involves the risk that the
borrower may default. Although securities loans will be fully collateralized
at all times, the Portfolio may experience delays in, or be prevented from,
recovering the collateral. During the period that the Portfolio seeks to
enforce its rights against the borrower, the collateral and the securities
loaned remain subject to fluctuations in market value. The Portfolio does not
have the right to vote securities on loan, but would terminate the loan and
regain the right to vote if it were considered important with respect to the
investment. The Portfolio may also incur expenses in enforcing its rights. If
the Portfolio has sold a loaned security, it may not be able to settle the
sale of the security and may incur potential liability to the buyer of the
security on loan for its costs to cover the purchase.
FOREIGN SECURITIES
Subject to the limitations set forth above, the Portfolio may purchase
certain foreign securities. Investments in foreign securities, particularly
those of non-governmental issuers, involve considerations which are not
ordinarily associated with investing in domestic issuers. These considerations
include:
.CURRENCY TRADING COSTS. A Portfolio incurs costs in converting foreign
currencies into U.S. Dollars and vice versa.
.DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies are
generally subject to tax laws and to accounting, auditing and financial
reporting standards, practices and requirements different from those that
apply in the U.S.
.LESS INFORMATION AVAILABLE. There is generally less public information
available about foreign companies.
.MORE DIFFICULT BUSINESS NEGOTIATIONS. A Portfolio may find it difficult to
enforce obligations in foreign countries or to negotiate favorable
brokerage commission rates.
.REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are less
liquid and their prices more volatile than securities of comparable U.S.
companies.
.SETTLEMENT DELAYS. Settling foreign securities may take longer than
settlements in the U.S.
.HIGHER CUSTODY CHARGES. Custodianship of shares may cost more for foreign
securities than it does for U.S. Securities.
.ASSET VULNERABILITY. In some foreign countries there is a risk of direct
seizure or appropriation through taxation of assets of a Portfolio. Certain
countries may also impose limits on the removal of securities or other
assets of a Portfolio. Interest, dividends and capital gains on foreign
securities held by a Portfolio may be subject to foreign withholding taxes.
.POLITICAL INSTABILITY. In some countries, political instability, war or
diplomatic developments could affect investments.
These risks maybe greater in developing countries.
The Portfolio may also purchase American Depositary Receipts ("ADRs"), which
are dollar-denominated receipts that are generally issued by domestic banks,
and which represent the deposit with the bank of a security of a foreign
issuer. A Portfolio may also invest in American Depositary Shares ("ADSs"),
European Depositary Receipts ("EDRs") or Global Depositary Receipts ("GDRs")
and other types of receipts of shares evidencing ownership of the underlying
foreign security.
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FOREIGN EXCHANGE TRANSACTIONS
To the extent the Portfolio invests directly in foreign securities, the
Portfolio will engage in foreign exchange transactions. The foreign currency
exchange market is subject to little government regulation, and such
transactions generally occur directly between parties rather than on an
exchange or in an organized market. This means that the Portfolio is subject
to the full risk of default by a counterparty in such a transaction. Because
such transactions often take place between different time zones, the Portfolio
may be required to complete a currency exchange transaction at a time outside
of normal business hours in the counterparty's location, making prompt
settlement of such transaction impossible. This exposes the Portfolio to an
increased risk that the counterparty will be unable to settle the transaction.
Although the counterparty in such transactions is often a bank or other
financial institution, currency transactions are generally not covered by
insurance otherwise applicable to such institutions. For a more detailed
explanation regarding the special risks of investing in foreign securities,
see "Foreign Investments and Special Risks" in the Prospectus.
NON-INVESTMENT GRADE DEBT SECURITIES
The Portfolio may, but does not currently invest, or intend to invest, in
debt securities below the four highest grades ("lower grade debt securities")
as determined by Moody's Investors Service, Inc. ("Moody's") (Baa) or Standard
& Poor's (BBB). The Portfolio does not currently intend to invest more than 5%
of its assets in non-investment grade securities. Before investing in any
lower-grade debt securities, the Sub-Adviser will determine that such
investments meet the Portfolio's investment objectives and that the lower-
grade debt securities' ratings are supported by an internal credit review,
which the Sub-Adviser will conduct in each such instance. Lower-grade debt
securities usually have moderate to poor protection of principal and interest
payments, have certain speculative characteristics (see Appendix B for a
description of the ratings), and involve greater risk of default or price
declines due to changes in the issuer's creditworthiness than investment-grade
debt securities. Because the market for lower-grade debt securities may be
thinner and less active than for investment grade debt securities, there may
be market price volatility for these securities and limited liquidity in the
resale market. Market prices for lower-grade debt securities may decline
significantly in periods of general economic difficulty or rising interest
rates. Through portfolio diversification and credit analysis, investment risk
can be reduced, although there can be no assurance that losses will not occur.
The quality limitation set forth in the Portfolio's investment policies is
determined immediately after the Portfolio's acquisition of a given security.
Accordingly, any later change in ratings will not be considered when
determining whether an investment complies with the Portfolio's investment
policies.
INVESTMENTS IN FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
Futures Contracts. The Portfolio may enter into contracts for the purchase
or sale for future delivery of fixed-income securities, foreign currencies or
contracts based on financial indices including interest rates or indices of
U.S. Government or foreign government securities or equity or fixed-income
securities ("futures contracts"). U.S. futures contracts are traded on
exchanges that have been designated "contract markets" by the Commodity
Futures Trading Commission ("CFTC") and must be executed through a futures
commission merchant ("FCM"), or brokerage firm, which is a member of the
relevant contract market. Through their clearing corporations, the exchanges
guarantee performance of the contracts as between the clearing members of the
exchange. Since all transactions in the futures market are made through a
member of, and are offset or fulfilled through a clearinghouse associated
with, the exchange on which the contracts are traded, the Portfolio will incur
brokerage fees when it buys or sells futures contracts.
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When the Portfolio buys or sells a futures contract, it incurs a contractual
obligation to receive or deliver the underlying instrument (or a cash payment
based on the difference between the underlying instrument's closing price and
the price at which the contract was entered into) at a specified price on a
specified date. Transactions in futures contracts will not be made for
speculation and will not be made other than to seek to hedge against potential
changes in interest or currency exchange rates or the price of a security or a
securities index which might correlate with or otherwise adversely affect
either the value of the Portfolio's securities or the prices of securities
which the Portfolio is considering buying at a later date.
The buyer or seller of a futures contract is not required to deliver or pay
for the underlying instrument unless the contract is held until the delivery
date. However, both the buyer and seller are required to deposit "initial
margin" for the benefit of an FCM when the contract is entered into. Initial
margin deposits are equal to a percentage of the contract's value, as set by
the exchange on which the contract is traded, and may be maintained in cash or
certain high-grade liquid assets. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments with an FCM to settle the change in value on a daily basis. The party
that has a gain may be entitled to receive all or a portion of this amount.
Initial and variation margin payments are similar to good faith deposits or
performance bonds, unlike margin extended by a securities broker, and initial
and variation margin payments do not constitute purchasing securities on
margin for purposes of the Portfolio's investment limitations. In the event of
the bankruptcy of an FCM that holds margin on behalf of the Portfolio, the
Portfolio may be entitled to return of margin owed to the Portfolio only in
proportion to the amount received by the FCM's other customers. The Sub-
Adviser will attempt to minimize the risk by careful monitoring of the
creditworthiness of the FCM's with which the Portfolio does business and by
depositing margin payments in a segregated account with the custodian when
practical or otherwise required by law.
Although the Portfolio would hold cash and liquid assets in a segregated
account with a value sufficient to cover the Portfolio's open futures
obligations, the segregated assets would be available to the Portfolio
immediately upon closing out the futures position, while settlement of
securities transactions could take several days. However, because the
Portfolio's cash that may otherwise be invested would be held uninvested or
invested in high-grade liquid assets so long as the futures position remains
open, the Portfolio's return could be diminished due to the opportunity cost
of foregoing other potential investments.
The acquisition or sale of a futures contract may occur, for example, when
the Portfolio holds or is considering purchasing equity securities and seeks
to protect itself from fluctuations in prices without buying or selling those
securities. For example, if prices were expected to decrease, the Portfolio
might sell equity index futures contracts, thereby hoping to offset a
potential decline in the value of equity securities in the Portfolio by a
corresponding increase in the value of the futures contract position held by
the Portfolio and thereby preventing the Portfolio's net asset value from
declining as much as it otherwise would have. The Portfolio also could seek to
protect against potential price declines by selling portfolio securities and
investing in money market instruments. However, since the futures market is
more liquid than the cash market, the use of futures contracts as an
investment technique allows the Portfolio to maintain a defensive position
without having to sell portfolio securities.
Similarly, when prices of equity securities are expected to increase,
futures contracts may be bought to attempt to hedge against the possibility of
having to buy equity securities at higher prices. This technique is sometimes
known as an anticipatory hedge. Since the fluctuations in the value of futures
contracts should be similar to those of equity securities, the Portfolio could
take advantage of the potential rise in the value of equity securities without
buying them until the market has stabilized. At that time, the futures
contracts could be liquidated and the Portfolio could buy equity
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securities on the cash market. To the extent the Portfolio enters into futures
contracts for this purpose, the assets in the segregated asset account
maintained to cover the Portfolio's obligations with respect to futures
contracts will consist of high-grade liquid assets from its portfolio in an
amount equal to the difference between the contract price and the aggregate
value of the initial and variation margin payments made by the Portfolio with
respect to the futures contracts.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial margin and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between the
cash and futures markets. Second, the liquidity of the futures market depends
on participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced and prices in the futures
market distorted. Third, from the point of view of speculators, the margin
deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market may cause temporary price distortions. Due
to the possibility of the foregoing distortions, a correct forecast of general
price trends by the Sub-Adviser still may not result in a successful use of
futures contracts.
Futures contracts entail risks. Although the Sub-Adviser believes that use
of such contracts can benefit the Portfolio, if the Sub-Adviser's investment
judgment is incorrect, the Portfolio's overall performance could be worse than
if the Portfolio had not entered into futures contracts. For example, if the
Portfolio has attempted to hedge against the effects of a possible decrease in
prices of securities held by the Portfolio and prices increase instead, the
Portfolio may lose part or all of the benefit of the increased value of these
securities because of offsetting losses in the Portfolio's futures positions.
In addition, if the Portfolio has insufficient cash, it may have to sell
securities from its portfolio to meet daily variation margin requirements.
Those sales may, but will not necessarily, be at increased prices which
reflect the rising market and may occur at a time when the sales are
disadvantageous to the Portfolio.
The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to
the Portfolio will not match exactly the Portfolio's current or potential
investments. The Portfolio may buy and sell futures contracts based on
underlying instruments with different characteristics from the securities in
which it typically invests--for example, by hedging investments in portfolio
securities with a futures contract based on a broad index of securities--which
involves a risk that the futures position will not correlate precisely with
the performance of the Portfolio's investments.
Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments correlate with the Portfolio's
investments. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instruments, and the time remaining until expiration of the contract. Those
factors may affect securities prices differently from futures prices.
Imperfect correlations between the Portfolio's investments and its futures
positions may also result from differing levels of demand in the futures
markets and the securities markets, from structural differences in how futures
and securities are traded, and from imposition of daily price fluctuation
limits for futures contracts. The Portfolio may buy or sell futures contracts
with a greater or lesser value than the securities it wishes to hedge or is
considering purchasing in order to attempt to compensate for differences in
historical volatility between the futures contract and the securities,
although this may not be successful in all cases. If price changes in the
Portfolio's futures positions are poorly correlated
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with its other investments, its futures positions may fail to produce desired
gains or result in losses that are not offset by the gains in the Portfolio's
other investments.
Because futures contracts are generally settled within a day from the date
they are closed out, compared with a settlement period of seven days for some
types of securities, the futures markets can provide superior liquidity to the
securities markets. Nevertheless, there is no assurance a liquid secondary
market will exist for any particular futures contract at any particular time.
In addition, futures exchanges may establish daily price fluctuation limits
for futures contracts and may halt trading if a contract's price moves upward
or downward more than the limit in a given day. On volatile trading days when
the price fluctuation limit is reached, it may be impossible for the Portfolio
to enter into new positions or close out existing positions. If the secondary
market for a futures contract is not liquid because of price fluctuation
limits or otherwise, the Portfolio may not be able to promptly liquidate
unfavorable positions and potentially be required to continue to hold a
futures position until the delivery date, regardless of changes in its value.
As a result, the Portfolio's access to other assets held to cover its futures
positions also could be impaired.
Although futures contracts by their terms call for the delivery or
acquisition of the underlying commodities or a cash payment based on the value
of the underlying commodities, in most cases the contractual obligation is
offset before the delivery date of the contract by buying, in the case of a
contractual obligation to sell, or selling, in the case of a contractual
obligation to buy, an identical futures contract on a commodities exchange.
Such a transaction cancels the obligation to make or take delivery of the
commodities.
The Portfolio intends to comply with guidelines of eligibility for exclusion
from the definition of the term "commodity pool operator" with the CFTC and
the National Futures Association, which regulate trading in the futures
markets. Such guidelines presently require that to the extent that the
Portfolio enters into futures contracts or options on a futures position that
are not for bona fide hedging purposes (as defined by the CFTC), the aggregate
initial margin and premiums on these positions (excluding the amount by which
options are "in-the-money") may not exceed 5% of the Portfolio's net assets.
Options on Futures Contracts. The Portfolio may buy and write options on
futures contracts for only hedging purposes. An option on a futures contract
gives the Portfolio the right (but not the obligation) to buy or sell a
futures contract at a specified price on or before a specified date. The
purchase and writing of options on futures contracts is similar in some
respects to the purchase and writing of options on individual securities. See
"Options on Securities" on page 14. Transactions in options on futures
contracts will not be made for speculation and will not be made other than to
attempt to hedge against potential changes in interest rates or currency
exchange rates or the price of a security or a securities index which might
correlate with or otherwise adversely affect either the value of the
Portfolio's securities or the prices of securities which the Portfolio is
considering buying at a later date.
The purchase of a call option on a futures contract may or may not be less
risky than ownership of the futures contract or the underlying instrument,
depending on the pricing of the option compared to either the price of the
futures contract upon which it is based or the price of the underlying
instrument. As with the purchase of futures contracts, when the Portfolio is
not fully invested it may buy a call option on a futures contract to attempt
to hedge against a market advance.
The writing of a call option on a futures contract may constitute a partial
hedge against declining prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
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partial hedge against any decline that may have occurred in the Portfolio's
holdings. The writing of a put option on a futures contract may constitute a
partial hedge against increasing prices of the security or foreign currency
which is deliverable under, or of the index comprising, the futures contract.
If the futures price at expiration of the option is higher than the exercise
price, the Portfolio will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of securities which
the Portfolio is considering buying. If a call or put option the Portfolio has
written is exercised, the Portfolio will incur loss which will be reduced by
the amount of the premium it received. Depending on the degree of correlation
between change in the value of its portfolio securities and changes in the
value of the futures positions, the Portfolio's losses from existing options
on futures may to some extent be reduced or increased by changes in the value
of portfolio securities.
The purchase of a put option on a futures contract is similar in some
respect to the purchase of protective put options on portfolio securities. For
example, the Portfolio may buy a put option on a futures contract to attempt
to hedge the Portfolio's securities against the risk of falling prices.
The amount of risk the Portfolio assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.
Forward Contracts. The Portfolio may enter into forward foreign currency
exchange contracts ("forward currency contracts") to attempt to minimize the
risk to the Portfolio from adverse changes in the relationship between the
U.S. dollar and other currencies. A forward currency contract is an obligation
to buy or sell an amount of a specified currency for an agreed price (which
may be in U.S. dollars or a foreign currency) at a future date which is
individually negotiated between currency traders and their customers. The
Portfolio may invest in forward currency contracts with stated contract values
of up to the value of the Portfolio's assets.
The Portfolio may exchange foreign currencies for U.S. dollars and for other
foreign currencies in the normal course of business and may buy and sell
currencies through forward currency contracts in order to fix a price for
securities it has agreed to buy or sell. The Portfolio may enter into a
forward currency contract, for example, when it enters into a contract to buy
or sell a security denominated in a foreign currency in order to "lock in" the
U.S. dollar price of the security ("transaction hedge").
Additionally, when the Sub-Adviser believes that a foreign currency in which
portfolio securities are denominated may suffer a substantial decline against
the U.S. dollar, the Portfolio may enter into a forward currency contract to
sell an amount of that foreign currency (or a proxy currency whose performance
is expected to replicate the performance of that currency) for U.S. dollars
approximating the value of some or all of the portfolio securities denominated
in that currency (not exceeding the value of the Portfolio's assets
denominated in that currency) or by participating in options or futures
contracts with respect to the currency, or, when the Sub-Adviser believes that
the U.S. dollar may suffer a substantial decline against a foreign currency,
the Portfolio may enter into a forward currency contract to buy that foreign
currency for a fixed U.S. dollar amount ("position hedge"). This type of hedge
seeks to minimize the effect of currency appreciation as well as depreciation,
but does not protect against a decline in the security's value relative to
other securities denominated in the foreign currency.
The Portfolio also may enter into a forward currency contract with respect
to a currency where the Portfolio is considering the purchase of investments
denominated in that currency but has not yet done so ("anticipatory hedge").
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<PAGE>
In any of the above circumstances the Portfolio may, alternatively, enter
into a forward currency contract with respect to a different foreign currency
when the Sub-Adviser believes that the U.S. dollar value of that currency will
correlate with the U.S. dollar value of the currency in which portfolio
securities of, or being considered for purchase by, the Portfolio are
denominated ("cross-hedge"). For example, if the Sub-Adviser believes that a
particular foreign currency may decline relative to the U.S. dollar, the
Portfolio could enter into a contract to sell that currency or a proxy
currency (up to the value of the Portfolio's assets denominated in that
currency) in exchange for another currency that the Sub-Adviser expects to
remain stable or to appreciate relative to the U.S. dollar. Shifting the
Portfolio's currency exposure from one foreign currency to another removes the
Portfolio's opportunity to profit from increases in the value of the original
currency and involves a risk of increased losses to the Portfolio if the Sub-
Adviser's projection of future exchange rates is inaccurate.
The Portfolio also may enter into forward contracts to buy or sell at a
later date instruments in which the Portfolio may invest directly or on
financial indices based on those instruments. The market for those types of
forward contracts is developing and it is not currently possible to identify
instruments on which forward contracts might be created in the future.
Forward contracts are currently considered illiquid. Accordingly, the Fund's
custodian will place cash or high-grade liquid assets in a segregated account
of the Portfolio having a value equal to the aggregate amount of the
Portfolio's commitments under forward contracts entered into with respect to
position hedges and cross-hedges. If the value of the securities placed in the
segregated account declines, additional cash or high-grade liquid assets will
be placed in the account on a daily basis so that the value of the account
will be equal to the amount of the Portfolio's commitments with respect to
such contracts. As an alternative to maintaining all or part of the segregated
account, the Portfolio may buy call options permitting the Portfolio to buy
the amount of foreign currency subject to the hedging transaction by a forward
sale contract or the Portfolio may buy put options permitting the Portfolio to
sell the amount of foreign currency subject to a forward buy contract.
While forward contracts are not currently regulated by the CFTC, the CFTC
may in the future assert authority to regulate forward contracts. In such
event the Portfolio's ability to utilize forward contracts in the manner set
forth in the Prospectus may be restricted. Forward contracts will reduce the
potential gain from a positive change in the relationship between the U.S.
dollar and foreign currencies. Unforeseen changes in currency prices may
result in poorer overall performance for the Portfolio than if it had not
entered into such contracts. The use of foreign currency forward contracts
will not eliminate fluctuations in the underlying U.S. dollar equivalent value
of the proceeds of or rates of return on the Portfolio's foreign currency
denominated portfolio securities.
The matching of the increase in value of a forward contract and the decline
in the U.S. dollar equivalent value of the foreign currency denominated asset
that is the subject of the hedging transaction generally will not be precise.
In addition, the Portfolio may not always be able to enter into forward
contracts at attractive prices and accordingly may be limited in its ability
to use these contracts in seeking to hedge the Portfolio's assets.
Also, with regard to the Portfolio's use of cross-hedging transactions,
there can be no assurance that historical correlations between the movement of
certain foreign currencies relative to the U.S. dollar will continue. Thus, at
any time poor correlation may exist between movements in the exchange rates of
the foreign currencies underlying the Portfolio's cross-hedges and the
movements in the exchange rates of the foreign currencies in which the
Portfolio's assets that are subject of the cross-hedging transaction are
denominated.
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<PAGE>
Options on Foreign Currencies. The Portfolio may buy put and call options
and may write covered put and call options on foreign currencies for hedging
purposes in a manner similar to that in which futures contracts or forward
contracts on foreign currencies may be utilized. For example, a decline in the
U.S. dollar value of a foreign currency in which portfolio securities are
denominated will reduce the U.S. dollar value of such securities, even if
their value in the foreign currency remains constant. In order to protect
against such diminutions in the value of portfolio securities, the Portfolio
may buy put options on the foreign currency. If the value of the currency
declines, the Portfolio will have the right to sell such currency for a fixed
amount in U.S. dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have resulted.
Conversely, when a rise in the U.S. dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Portfolio may buy call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. The purchase of an option on a foreign
currency may constitute an effective hedge against fluctuations in exchange
rates, although, in the event of exchange rate movements adverse to the
Portfolio's option position, the Portfolio could sustain losses on
transactions in foreign currency options which would require that the
Portfolio lose a portion or all of the benefits of advantageous changes in
those rates. In addition, in the case of other types of options, the benefit
to the Portfolio from purchases of foreign currency options will be reduced by
the amount of the premium and related transaction costs.
The Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, in attempting to hedge against a potential
decline in the U.S. dollar value of foreign currency denominated securities
due to adverse fluctuations in exchange rates, the Portfolio could, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the option will most likely not be exercised and the
diminution in value of portfolio securities will be offset by the amount of
the premium received.
Similarly, instead of purchasing a call option to attempt to hedge against a
potential increase in the U.S. dollar cost of securities to be acquired, the
Portfolio could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the Portfolio
to hedge the increased cost up to the amount of the premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium received, and
only if exchange rates move in the expected direction. If that does not occur,
the option may be exercised and the Portfolio would be required to buy or sell
the underlying currency at a loss which may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, the Portfolio
also may lose all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.
The Portfolio may write covered call options on foreign currencies. A call
option written on a foreign currency by the Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
foreign currency held in its portfolio. A call option is also covered if the
Portfolio has a call on the same foreign currency and in the same principal
amount as the call written if the exercise price of the call held (i) is equal
to or less than the exercise price of the call written or (ii) is greater than
the exercise price of the call written, and if the difference is maintained by
the Portfolio in cash or high-grade liquid assets in a segregated account with
the Fund's custodian.
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<PAGE>
The Portfolio may also write call options on foreign currencies for cross-
hedging purposes that may not be deemed to be covered. A call option on a
foreign currency is for cross-hedging purposes if it is not covered but is
designed to provide a hedge against a decline due to an adverse change in the
exchange rate in the U.S. dollar value of a security which the Portfolio owns
or has the right to acquire and which is denominated in the currency
underlying the option. In such circumstances, the Portfolio collateralizes the
option by maintaining, in a segregated account with the Fund's custodian, cash
or high-grade liquid assets in an amount not less than the value of the
underlying foreign currency in U.S. dollars marked-to-market daily.
The Portfolio may buy or write options in privately negotiated transactions
on the types of securities and indices based on the types of securities in
which the Portfolio is permitted to invest directly. The Portfolio will effect
such transactions only with investment dealers and other financial
institutions (such as commercial banks or savings and loan institutions)
deemed creditworthy, and only pursuant to procedures adopted by the Sub-
Adviser for monitoring the creditworthiness of those entities. To the extent
that an option bought or written by the Portfolio in a negotiated transaction
is illiquid, the value of an option bought or the amount of the Portfolio's
obligations under an option written by the Portfolio, as the case may be, will
be subject to the Portfolio's limitation on illiquid investments. In the case
of illiquid options, it may not be possible for the Portfolio to effect an
offsetting transaction at the time when the Sub-Adviser believes it would be
advantageous for the Portfolio to do so.
Options on Securities. In an effort to reduce fluctuations in net asset
value, the Portfolio may write covered put and call options and may buy put
and call options and warrants on securities that are traded on United States
and foreign securities exchanges and over-the-counter. The Portfolio also may
write call options that are not covered for cross-hedging purposes. The
Portfolio may write and buy options on the same types of securities that the
Portfolio could buy directly and may buy options on financial indices as
described above with respect to futures contracts. There are no specific
limitations on the Portfolio's writing and buying options on securities.
A put option gives the holder the right, upon payment of a premium, to
deliver a specified amount of a security to the writer of the option on or
before a fixed date at a predetermined price. A call option gives the holder
the right, upon payment of a premium, to call upon the writer to deliver a
specified amount of a security on or before a fixed date at a predetermined
price.
A put option written by the Portfolio is "covered" if the Portfolio (i)
maintains cash not available for investment or high-grade liquid assets with a
value equal to the exercise price in a segregated account with its custodian
or (ii) holds a put on the same security and in the same principal amount as
the put written and the exercise price of the put held is equal to or greater
than the exercise price of the put written. The premium paid by the buyer of
an option will reflect, among other things, the relationship of the exercise
price to the market price and the volatility of the underlying security, the
remaining term of the option, supply and demand and interest rates.
A call option written by the Portfolio is "covered" if the Portfolio owns
the underlying security covered by the call or has an absolute and immediate
right to acquire that security without additional cash consideration (or has
segregated additional cash consideration with its custodian) upon conversion
or exchange of other securities held in its portfolio. A call option is also
deemed to be covered if the Portfolio holds a call on the same security and in
the same principal amount as the call written and the exercise price of the
call held (i) is equal to or less than the exercise price of the call written
or (ii) is greater than the exercise price of the call written if the
difference is maintained by the Portfolio in cash and high-grade liquid assets
in a segregated account with its custodian.
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<PAGE>
The Portfolio collateralizes its obligation under a written call option for
cross-hedging purposes by maintaining in a segregated account with its
custodian cash or high-grade liquid assets in an amount not less than the
market value of the underlying security, marked-to-market daily. The Portfolio
would write a call option for cross-hedging purposes, instead of writing a
covered call option, when the premium to be received from the cross-hedge
transaction would exceed that which would be received from writing a covered
call option and the Sub-Adviser believes that writing the option would achieve
the desired hedge.
If a put or call option written by the Portfolio was exercised, the
Portfolio would be obligated to buy or sell the underlying security at the
exercise price. Writing a put option involves the risk of a decrease in the
market value of the underlying security, in which case the option could be
exercised and the underlying security would then be sold by the option holder
to the Portfolio at a higher price than its current market value. Writing a
call option involves the risk of an increase in the market value of the
underlying security, in which case the option could be exercised and the
underlying security would then be sold by the Portfolio to the option holder
at a lower price than its current market value. Those risks could be reduced
by entering into an offsetting transaction. The Portfolio retains the premium
received from writing a put or call option whether or not the option is
exercised.
The writer of an option may have no control when the underlying security
must be sold, in the case of a call option, or bought, in the case of a put
option, since with regard to certain options, the writer may be assigned an
exercise notice at any time prior to the termination of the obligation.
Whether or not an option expires unexercised, the writer retains the amount of
the premium. This amount, of course, may, in the case of a covered call
option, be offset by a decline in the market value of the underlying security
during the option period. If a call option is exercised, the writer
experiences a profit or loss from the sale of the underlying security. If a
put option is exercised, the writer must fulfill the obligation to buy the
underlying security.
The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction". This is accomplished by buying an option of
the same series as the option previously written. The effect of the purchase
is that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after being
notified of the exercise of an option. Likewise, an investor who is the holder
of an option may liquidate its position by effecting a "closing sale
transaction". This is accomplished by selling an option of the same series as
the option previously bought. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected.
Effecting a closing transaction in the case of a written call option will
permit the Portfolio to write another call option on the underlying security
with either a different exercise price or expiration date or both or, in the
case of a written put option, will permit the Portfolio to write another put
option to the extent that the exercise price thereof is secured by deposited
high-grade liquid assets. Also, effecting a closing transaction will permit
the cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other portfolio investments. If the Portfolio desires to
sell a particular security on which the Portfolio has written a call option,
the Portfolio will effect a closing transaction prior to or concurrent with
the sale of the security.
The Portfolio may realize a profit from a closing transaction if the price
of the purchase transaction is less than the premium received from writing the
option or the price received from a sale transaction is more than the premium
paid to buy the option; the Portfolio may realize a loss from a closing
transaction if the price of the purchase transaction is more than the premium
received from writing the option or the price received from a sale transaction
is less than the premium paid to buy the option. Because increases in the
market price of a call option will generally reflect increases in the market
price of the underlying security, any loss resulting from
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<PAGE>
the repurchase of a call option is likely to be offset in whole or in part by
appreciation of the underlying security owned by the Portfolio.
An option position may be closed out only where there exists a secondary
market for an option of the same series. If a secondary market does not exist,
it might not be possible to effect closing transactions in particular options
with the result that the Portfolio would have to exercise the options in order
to realize any profit. If the Portfolio is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or the Portfolio delivers the underlying
security upon exercise. Reasons for the absence of a liquid secondary market
may include the following: (i) there may be insufficient trading interest in
certain options, (ii) restrictions may be imposed by a national securities
exchange on which the option is traded ("Exchange") on opening or closing
transactions or both, (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options or
underlying securities, (iv) unusual or unforeseen circumstances may interrupt
normal operations on an Exchange, (v) the facilities of an Exchange or the
Options Clearing Corporation ("OCC") may not at all times be adequate to
handle current trading volume, or (vi) one or more Exchanges could, for
economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that Exchange (or in that
class or series of options) would cease to exist, although outstanding options
on that Exchange that had been issued by the OCC as a result of trades on that
Exchange would continue to be exercisable in accordance with their terms.
The Portfolio may write options in connection with buy-and-write
transactions; that is, the Portfolio may buy a security and then write a call
option against that security. The exercise price of the call the Portfolio
determines to write will depend upon the expected price movement of the
underlying security. The exercise price of a call option may be below ("in-
the-money"), equal to ("at-the-money") or above ("out-of-the-money") the
current value of the underlying security at the time the option is written.
Buy-and-write transactions using in-the-money call options may be used when it
is expected that the price of the underlying security will remain flat or
decline moderately during the option period. Buy-and-write transactions using
at-the-money call options may be used when it is expected that the price of
the underlying security will remain fixed or advance moderately during the
option period. Buy-and-write transactions using out-of-the-money call options
may be used when it is expected that the premiums received from writing the
call option plus the appreciation in the market price of the underlying
security up to the exercise price will be greater than the appreciation in the
price of the underlying security alone. If the call options are exercised in
such transactions, the Portfolio's maximum gain will be the premium received
by it for writing the option, adjusted upwards or downwards by the difference
between the Portfolio's purchase price of the security and the exercise price.
If the options are not exercised and the price of the underlying security
declines, the amount of such decline will be offset by the amount of premium
received.
The writing of covered put options is similar in terms of risk and return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Portfolio's gain will be limited to the
premium received. If the market price of the underlying security declines or
otherwise is below the exercise price, the Portfolio may elect to close the
position or take delivery of the security at the exercise price and the
Portfolio's return will be the premium received from the put option minus the
amount by which the market price of the security is below the exercise price.
The Portfolio may buy put options to attempt to hedge against a decline in
the value of its securities. By using put options in this way, the Portfolio
will reduce any profit it might otherwise
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<PAGE>
have realized in the underlying security by the amount of the premium paid for
the put option and by transaction costs.
The Portfolio may buy call options to attempt to hedge against an increase
in the price of securities that the Portfolio may buy in the future. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Portfolio upon exercise of the option, and,
unless the price of the underlying security rises sufficiently, the option may
expire worthless to the Portfolio.
In purchasing an option, the Portfolio would be in a position to realize a
gain if, during the option period, the price of the underlying security
increased (in the case of a call) or decreased (in the case of a put) by an
amount in excess of the premium paid and would realize a loss if the price of
the underlying security did not increase (in the case of a call) or decrease
(in the case of a put) during the period by more than the amount of the
premium. If a put or call option bought by the Portfolio were permitted to
expire without being sold or exercised, the Portfolio would lose the amount of
the premium.
Although they entitle the holder to buy equity securities, warrants on and
options to purchase equity securities do not entitle the holder to dividends
or voting rights with respect to the underlying securities, nor do they
represent any rights in the assets of the issuer of those securities.
Interest Rate Swaps and Swap-Related Products. In order to attempt to
protect the value of the Portfolio's investments from interest rate or
currency exchange rate fluctuations, the Portfolio may enter into interest
rate swaps, and may buy or sell interest rate caps and floors. The Portfolio
expects to enter into these transactions primarily to attempt to preserve a
return or spread on a particular investment or portion of its portfolio. The
Portfolio also may enter into these transactions to attempt to protect against
any increase in the price of securities the Portfolio may consider buying at a
later date. The Portfolio does not intend to use these transactions as a
speculative investment. Interest rate swaps involve the exchange by the
Portfolio with another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed rate payments.
The exchange commitments can involve payments to be made in the same currency
or in different currencies. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a contractually based
principal amount from the party selling the interest rate cap. The purchase of
an interest rate floor entitles the purchaser, to the extent that a specified
index falls below a predetermined interest rate, to receive payments of
interest on a contractually based principal amount from the party selling the
interest rate floor.
Swap and swap-related products are specialized over-the-counter instruments
and their use involves risks specific to the markets in which they are entered
into. The Portfolio will usually enter into interest rate swaps on a net
basis, i.e., the two payment streams are netted out, with the Portfolio
receiving or paying, as the case may be, only the net amount of the two
payments. The net amount of the excess, if any, of the Portfolio's obligations
over its entitlements with respect to each interest rate swap will be
calculated on a daily basis and an amount of cash or high-grade liquid assets
having an aggregate net asset value at least equal to the accrued excess will
be maintained in a segregated account by the Fund's custodian. If the
Portfolio enters into an interest rate swap on other than a net basis, the
Portfolio would maintain a segregated account in the full amount accrued on a
daily basis of the Portfolio's obligations with respect to the swap. The
Portfolio will not enter into any interest rate swap, cap or floor transaction
unless the unsecured senior debt or the claims-paying ability of the other
party thereto is rated in one of the three highest rating categories of at
least one nationally recognized statistical rating organization at the time of
entering into such transaction. The Sub-Adviser will monitor the
creditworthiness
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<PAGE>
of all counterparties on an ongoing basis. If there is a default by the other
party to such a transaction, the Portfolio will have contractual remedies
pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large number
of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. The Sub-Adviser has determined
that, as a result, the swap market has become relatively liquid. Caps and
floors are more recent innovations for which standardized documentation has
not yet been developed and, accordingly, they are less liquid than swaps. To
the extent the Portfolio sells (i.e., writes) caps and floors, it will
maintain in a segregated account cash or high-grade liquid assets having an
aggregate net asset value at least equal to the full amount, accrued on a
daily basis, of the Portfolio's obligations with respect to any caps or
floors.
There is no limit on the amount of interest rate swap transactions that may
be entered into by the Portfolio; although the Portfolio does not presently
intend to engage in such transactions in excess of 5% of its total assets.
These transactions may in some instances involve the delivery of securities or
other underlying assets by the Portfolio or its counterparty to collateralize
obligations under the swap. Under the documentation currently used in those
markets, the risk of loss with respect to interest rate swaps is limited to
the net amount of the interest payments that the Portfolio is contractually
obligated to make. If the other party to an interest rate swap that is not
collateralized defaults, the Portfolio would risk the loss of the net amount
of the payments that the Portfolio contractually is entitled to receive. The
Portfolio may buy and sell (i.e., write) caps and floors without limitation,
subject to the segregated account requirement described above.
In addition to the instruments, strategies and risks described in this
Statement of Additional Information and in the Prospectus, there may be
additional opportunities in connection with options, futures contracts,
forward currency contracts and other hedging techniques, that become available
as the Sub-Adviser develops new techniques, as regulatory authorities broaden
the range of permitted transactions and as new instruments and techniques are
developed. The Sub-Adviser may use these opportunities to the extent they are
consistent with the Portfolio's respective investment objectives and are
permitted by the Portfolio's respective investment limitations and applicable
regulatory requirements.
Special Investment Considerations and Risks. The successful use of the
investment practices described above with respect to futures contracts,
options on futures contracts, forward contracts, options on securities and on
foreign currencies, and swaps and swap-related products draws upon skills and
experience which are different from those needed to select the other
instruments in which the Portfolio invests. Should interest or exchange rates
or the prices of securities or financial indices move in an unexpected manner,
the Portfolio may not achieve the desired benefits of futures, options, swaps
and forwards or may realize losses and thus be in a worse position than if
such strategies had not been used. Unlike many exchange-traded futures
contracts and options on futures contracts, there are no daily price
fluctuation limits with respect to options on currencies, forward contracts
and other negotiated or over-the-counter instruments, and adverse market
movements could therefore continue to an unlimited extent over a period of
time. In addition, the correlation between movements in the price of the
securities and currencies hedged or used for cover will not be perfect and
could produce unanticipated losses.
The Portfolio's ability to dispose of its positions in the foregoing
instruments will depend on the availability of liquid markets in the
instruments. Markets in a number of the instruments are relatively new and
still developing, and it is impossible to predict the amount of trading
interest that may exist in those instruments in the future. Particular risks
exist with respect to the use of each of the foregoing instruments and could
result in such adverse consequences to the Portfolio
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<PAGE>
as the possible loss of the entire premium paid for an option bought by the
Portfolio, the inability of the Portfolio, as the writer of a covered call
option, to benefit from the appreciation of the underlying securities above
the exercise price of the option and the possible need to defer closing out
positions in certain instruments to avoid adverse tax consequences. As a
result, no assurance can be given that the Portfolio will be able to use those
instruments effectively for the purposes set forth above.
In connection with certain of its hedging transactions, the Portfolio must
place assets in a segregated account with the Fund's Custodian bank to ensure
that the Portfolio will be able to meet its obligations under these
instruments. Assets held in a segregated account generally may not be disposed
of during the period the Portfolio maintains the positions giving rise to the
segregation requirement. Segregation of a large percentage of the Portfolio's
assets could impede implementation of the Portfolio's investment policies or
the Portfolio's ability to meet redemption requests or other current
obligations.
Additional Risks of Options on Foreign Currencies, Forward Contracts and
Foreign Instruments. Unlike transactions entered into by the Portfolio in
futures contracts, options on foreign currencies and forward contracts are not
traded on contract markets regulated by the CFTC or (with the exception of
certain foreign currency options) by the SEC. To the contrary, such
instruments are traded through financial institutions acting as market-makers,
although foreign currency options are also traded on certain national
securities exchanges, such as the Philadelphia Stock Exchange and the Chicago
Board Options Exchange, subject to SEC regulation. Similarly, options on
currencies may be traded over-the-counter. In an over-the-counter trading
environment, many of the protections afforded to exchange participants will
not be available. For example, there are no daily price fluctuation limits,
and adverse market movements could therefore continue to an unlimited extent
over a period of time. Although the buyer of an option cannot lose more than
the amount of the premium plus related transaction costs, this entire amount
could be lost. Moreover, an option writer and a buyer or seller of futures or
forward contracts could lose amounts substantially in excess of any premium
received or initial margin or collateral posted due to the potential
additional margin and collateral requirements associated with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on such
exchanges. As a result, many of the protections provided to traders on
organized exchanges are available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the OCC, thereby reducing
the risk of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more readily available
than in the over-the-counter market, potentially permitting the Portfolio to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign government restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement.
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<PAGE>
In addition, options on U.S. Government securities, futures contracts,
options on futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges and over-the-counter in foreign
countries. Such transactions are subject to the risk of governmental actions
affecting trading in or the prices of foreign currencies or securities. The
value of such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in the
Portfolio's ability to act upon economic events occurring in foreign markets
during nonbusiness hours in the United States, (iv) the imposition of
different exercise and settlement terms and procedures and margin requirements
than in the United States, and (v) low trading volume.
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The directors and executive officers of the Fund and their principal
occupations for at least the last five years are set forth below:
<TABLE>
<CAPTION>
NAME, RELATIONSHIP WITH PRINCIPAL OCCUPATION
THE FUND, AND ADDRESS (1) PAST FIVE YEARS
- ------------------------- --------------------
<S> <C>
PETER R. BROWN Chairman of the Board, Peter Brown Construction Company
(DOB 5/10/28) (construction contractors and engineers), Largo,
Director Florida (1963 - present); Trustee of IDEX Series Fund;
1475 South Belcher Road former Trustee of IDEX Fund, IDEX II Series Fund and
Largo, Florida 33771 IDEX Fund 3; Rear Admiral (Ret.) U.S. Navy Reserve,
Civil Engineer Corps.
CHARLES C. HARRIS Retired (1988 - present); Senior Vice President,
(DOB 7/15/30) Treasurer (1966 - 1988), Western Reserve Life Assurance
Director Co. of Ohio; Trustee of IDEX Series Fund; former
35 Winston Drive Trustee of IDEX Fund; IDEX II Series Fund and IDEX Fund
Clearwater, Florida 3; Vice President, Treasurer (1968 - 1988), Director
33756 (1968 - 1987), Pioneer Western Corporation; Vice
President of the Fund (1986 to December, 1990).
RUSSELL A. KIMBALL, Jr. General Manager, Sheraton Sand Key Resort (resort
(DOB 8/17/44) hotel), Clearwater, Florida (1975 - present).
Director
1160 Gulf Boulevard
Clearwater Beach, Flor-
ida 33767
JOHN R. KENNEY (59) Chairman of the Board of Directors (1987 - present),
(DOB 2/8/38) Chief Executive Officer (1982 - present), President
Chairman of the Board of (1978 - 1987 and December, 1992 - present), Director
Directors and President (1978 - present), Western Reserve Life Assurance Co. of
(2) Ohio; Chairman of the Board of Directors (September
1996 - present), President (September 1997-present),
WRL Investment Management, Inc. (investment adviser),
Largo, Florida; Chairman of the Board of Directors
(September, 1996 - present), WRL Investment Services,
Inc., Largo, Florida; Director, AEGON Asset Management
Services, Inc. (February, 1997 - present) Largo,
Florida; Chairman of the Board of Directors and Chief
Executive Officer (1988 to February, 1991), President
(1988 - 1989), Director (1976 to February, 1991),
Executive Vice President (1972 - 1988), Pioneer Western
Corporation (financial services), Largo, Florida;
President and Director (1985 - September, 1990) and
Director (December, 1990 to present), Idex Management,
Inc. (investment adviser), Largo, Florida; Trustee
(1987 - September, 1996), Chairman (December,
</TABLE>
- 20 -
<PAGE>
<TABLE>
<CAPTION>
NAME, RELATIONSHIP WITH PRINCIPAL OCCUPATION
THE FUND, AND ADDRESS (1) PAST FIVE YEARS
- ------------------------- --------------------
<S> <C>
1989 to September, 1990 and November, 1990 to
September, 1996) and President and Chief Executive
Officer (November, 1986 to September, 1990), IDEX Fund,
IDEX II Series Fund and IDEX Fund 3; Trustee and
Chairman (September, 1996 - present) of IDEX Series
Fund, (investment companies), all of Largo, Florida.
G. JOHN HURLEY Executive Vice President (June 1993 - present), Chief
(DOB 9/12/48) Operating Officer (March, 1994 - January, 1997) Western
Director and Executive Reserve Life Assurance Co. of Ohio; Director
Vice President (2) (September, 1996 - present), WRL Investment Management,
Inc. (investment adviser), Largo, Florida; Director
(September, 1996 - present), WRL Investment Services,
Inc., Largo, Florida; Director, President and Chief
Executive Officer, AEGON Asset Management Services,
Inc. (February, 1997 - present), Largo, Florida;
President and Chief Executive Officer (September,
1990 - September, 1996), Trustee (June, 1990 -
September, 1996) and Executive Vice President (June,
1988 -September, 1990) of IDEX Fund, IDEX II Series
Fund and IDEX Fund 3 (investment companies); Trustee,
President and Chief Financial Officer (September,
1996 - present) of IDEX Series Fund; President, Chief
Executive Officer and Director of InterSecurities, Inc.
(May, 1988 - present); Assistant Vice
President of AEGON USA Managed Portfolios, Inc.
(September, 1991 - August, 1992); Vice President of
Pioneer Western Corporation (May, 1988 -February, 1991)
(financial services), all of Largo, Florida.
ALLAN J. HAMILTON Vice President and Controller (1987 - present),
(DOB 11/06/56) Treasurer (February, 1997 - present), Assistant Vice
Treasurer, Principal Fi- President and Assistant Controller (1983 - 1987),
nancial Officer (2) Western Reserve Life Assurance Co. of Ohio; Vice
President and Controller (1988 - February, 1991),
Pioneer Western Corporation (financial services), all
of Largo, Florida.
ALAN M. YAEGER Executive Vice President (June, 1993 - present), Chief
(DOB 10/21/46) Financial Officer (December, 1995 - present), Senior
Executive Vice President Vice President (1981-June, 1993) and Actuary (1972-
(2) present), Western Reserve Life Assurance Co. of Ohio;
Director (September, 1996 - present), WRL Investment
Management, Inc., (investment adviser) Largo, Florida;
Director (September, 1996 - present) WRL Investment
Services, Inc., Largo, Florida.
THOMAS E. PIERPAN (1, 2) Assistant Secretary (March, 1996 - December, 1997) of
(DOB 10/18/43). WRL Series Fund, Inc.; Vice President, Counsel and
Secretary, Vice Presi- Secretary (December, 1997 - present) of IDEX Series
dent and Fund (mutual fund); Assistant Vice President, Counsel
Associate General Coun- and Assistant Secretary (November, 1997 - present) of
sel InterSecurities, Inc. (broker-dealer); Associate
General Counsel and Assistant Secretary (September,
1996 - present) of WRL Investment Management, Inc.
(investment advisor)Vice President (November, 1993-
present), Associate General Counsel (February, 1995 -
present), Assistant Secretary (February, 1995 -
present), Assistant Vice President (November,1992 -
November, 1993) of Western Reserve Life Assurance Co.
of Ohio (life insurance company).
</TABLE>
- 21 -
<PAGE>
- --------
(1) The principal business address of each person listed, unless otherwise
indicated, is Western Reserve Life Assurance Co. of Ohio, P.O. Box 5068,
Clearwater, Florida 33758-5068.
(2) Interested person as defined in the 1940 Act and affiliated person of
Investment Adviser.
The Fund pays no salaries or compensation to any of its officers, all of
whom are employees of WRL. The Fund pays an annual fee of $6,000 to each
Director who is not affiliated with the Investment Adviser or the Sub-Adviser.
Each Director also receives $500, plus expenses, per each regular and special
Board meeting attended. For the year ended December 31, 1997, the Portfolio
paid Directors' fees and expenses of $8,000. The following table provides
compensation amounts paid to disinterested Directors of the Fund for the
fiscal year ended December 31, 1997.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
AGGREGATE BENEFITS
COMPENSATION FROM ACCRUED AS TOTAL COMPENSATION PAID TO
WRL PART OF DIRECTORS FROM WRL SERIES
NAME OF PERSON, POSITION SERIES FUND, INC. FUND EXPENSES* FUND, INC. AND IDEX SERIES FUND
- ------------------------ ----------------- -------------- -------------------------------
<S> <C> <C> <C>
Peter R. Brown, Director $10,000 $0 $32,500
Charles C. Harris, Di-
rector 10,000 0 32,500
Russell A. Kimball, Jr.,
Director 10,000 0 10,000
</TABLE>
- --------
* The Plan became effective January 1, 1996.
Commencing on January 1, 1996, a non-qualified deferred compensation plan
(the "Plan") became available to directors who are not interested persons of
the Fund. Under the Plan, compensation may be deferred that would otherwise be
payable by the Fund or IDEX Series Fund, to a disinterested Director or
Trustee on a current basis for services rendered as director. (IDEX Fund and
IDEX Fund 3 were merged with and into the Growth Portfolio of IDEX II Series
Fund on September 20, 1996, at which time IDEX II Series Fund was renamed IDEX
Series Fund.) Deferred compensation amounts will accumulate based on the value
of Class A shares of a portfolio of IDEX II Series Fund (without imposition of
sales charges), as elected by the directors. It is not anticipated that the
Plan will have any impact on the Fund.
As of March 1, 1997, the Directors and officers of the Fund beneficially
owned in the aggregate less than 1% of the Fund's shares through ownership of
the Contract indirectly invested in the Fund. The Board of Directors has
established an Audit Committee consisting of Messrs. Brown, Harris and
Kimball.
THE INVESTMENT ADVISER
The information that follows supplements the information provided about the
Investment Adviser under the caption "Management of the Fund--The Investment
Adviser" in the Prospectus.
WRL Investment Management, Inc. ("WRL Management" or the "Investment
Adviser") serves as the investment adviser to the Portfolio pursuant to an
Investment Advisory Agreement dated January 1, 1997 with the Fund. The
Investment Adviser is a direct, wholly-owned subsidiary of WRL, which is a
wholly-owned subsidiary of First AUSA Life Insurance Company ("First AUSA"), a
stock life insurance company which is wholly-owned by AEGON USA, Inc. ("AEGON
USA"). AEGON USA is a financial services holding company whose primary
emphasis is on life and health insurance and annuity and investment products.
AEGON USA is a wholly-owned indirect
22
<PAGE>
subsidiary of AEGON nv, a Netherlands corporation, which is a publicly traded
international insurance group. Prior to January 1, 1997, WRL served as
investment adviser to the Fund.
The Investment Advisory Agreement was approved by the Fund's Board of
Directors, including a majority of the Directors who are not "interested
persons" of the Fund (as defined in the 1940 Act), on October 3, 1996 and by
the shareholders of the Portfolio on December 16, 1996. The Investment
Advisory Agreement provides that it will continue in effect for an initial
term ending January 1, 1999, and from year to year thereafter, if approved
annually (a) by the Board of Directors of the Fund or by a majority of the
outstanding shares of the Portfolio, and (b) by a majority of the Directors
who are not parties to such contract or "interested persons" of any such
party. The Investment Advisory Agreement may be terminated without penalty on
60 days' written notice at the option of either party or by the vote of the
shareholders of the Portfolio and terminates automatically in the event of its
assignment (within the meaning of the 1940 Act).
While the Investment Adviser is at all times subject to the direction of the
Board of Directors of the Fund, the Investment Advisory Agreement provides
that the Investment Adviser, subject to review by the Board of Directors, is
responsible for the actual management of the Portfolio and has responsibility
for making decisions to buy, sell or hold any particular security. The
Investment Adviser also is obligated to provide all the office space,
facilities, equipment and personnel necessary to perform its duties under the
Agreement. For further information about the management of the Portfolio, see
"The Sub-Adviser", below.
Advisory Fee. The method of computing the investment advisory fee is fully
described in the Prospectus. For the years ended December 31, 1997, 1996 and
1995, the Investment Adviser was paid fees for its services to the Portfolio
in the following amounts:
<TABLE>
<CAPTION>
ADVISORY FEES
YEAR ENDED
----------------------------------------------------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C>
$13,716,824 $11,137,321 $7,847,750
</TABLE>
Payment of Expenses. Under the terms of the Investment Advisory Agreement,
the Investment Adviser is responsible for providing investment advisory
services and furnishing office space for officers and employees of the
Investment Adviser connected with investment management of the Portfolio. The
Portfolio pays: all expenses incurred in connection with the formation and
organization of the Portfolio, including the preparation (and filing, when
necessary) of the Portfolio's contracts, plans, and documents, conducting
meetings of organizers, directors and shareholders; preparing and filing the
post-effective amendment to the Fund's registration statement effecting
registration of the Portfolio and its shares under the 1940 Act and the
Securities Act of 1933 Act and all other matters relating to the information
and organization of the Portfolio and the preparation for offering its shares;
expenses in connection with ongoing registration or qualification requirements
under Federal and state securities laws; investment advisory fees; pricing
costs (including the daily calculations of net asset value); brokerage
commissions and all other expenses in connection with execution of portfolio
transactions, including interest; all federal, state and local taxes
(including stamp, excise, income and franchise taxes) and the preparation and
filing of all returns and reports in connection therewith; any compensation,
fees, or reimbursements which the Fund pays to its Directors who are not
"interested persons," as that phrase is defined in the 1940 Act, of the Fund
or WRL Management; compensation of the Fund's custodian, administrative and
transfer agent; registrar and dividend disbursing agent; legal, accounting and
printing expenses; other administrative, clerical, recordkeeping and
bookkeeping expenses; auditing fees; certain insurance premiums; services for
23
<PAGE>
shareholders (including allocable telephone and personnel expenses); costs of
certificates and the expenses of delivering such certificates to the purchaser
of shares relating thereto; expenses of local representation in Maryland; fees
and/or expenses payable pursuant to any plan of distribution adopted with
respect to the Fund in accordance with Rule 12b-1 under the 1940 Act; expenses
of shareholders' meetings and of preparing, printing, and distributing
notices, proxy statements and reports to shareholders and Contract Owners;
expenses of preparing and filing reports with Federal and state regulatory
authorities; all costs and expenses, including fees and disbursements, of
counsel and auditors, filing and renewal fees and printing costs in connection
with the filing of any required amendments, supplements or renewals of
registration statement, qualifications or prospectuses under the Securities
Act of 1933 and the securities laws of any states or territories, subsequent
to the effectiveness of the initial registration statement under the
Securities Act of 1933; all costs involved in preparing and printing
prospectuses of the Fund; extraordinary expenses; and all other expenses
properly payable by the Fund or the Portfolio.
The Investment Adviser has voluntarily undertaken, until at least April 30,
1999, to pay expenses on behalf of the Portfolio to the extent normal
operating expenses (including investment advisory fees but excluding interest,
taxes, brokerage fees, commissions and extraordinary charges) exceed, as a
percentage of the Portfolio's average daily net assets, 1.00%. There were no
expenses paid by the Investment Adviser on behalf of the Portfolio for the
fiscal years ended December 31, 1997, 1996 and 1995, inasmuch as the normal
operating expenses of the Portfolio did not exceed the limitations described
above.
Service Agreement. Effective January 1, 1997, the Fund entered into an
Administrative Services and Transfer Agency Agreement ("Services Agreement")
with WRL Investment Services, Inc. ("WRL Services"), an affiliate of WRL
Management and WRL, to furnish the Fund with administrative services to assist
the Fund in carrying out certain of its functions and operations. The Service
Agreement was approved by the Fund's Board of Directors, including a majority
of Directors who are not "interested persons" of the Fund (as defined in the
1940 Act) on October 3, 1996. Under this Agreement, WRL Services shall furnish
to each Portfolio, subject to the overall supervision of the Fund's Board,
supervisory, administrative, and transfer agency services, including
recordkeeping and reporting. WRL Services is reimbursed by the Fund monthly on
a cost incurred basis.
Distribution Agreement. Effective January 1, 1997, the Fund adopted a
distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the 1940
Act, as amended. Pursuant to the Distribution Plan, the Fund entered into a
Distribution Agreement with InterSecurities, Inc. ("ISI"), whose principal
office is located at 201 Highland Avenue, Largo, Florida 33770. The
Distribution Plan and related Agreement were approved by the Fund's Board of
Directors, including a majority of Directors who are not "interested persons"
of the Fund (as defined in the 1940 Act) on October 3, 1996, and the
Distribution Plan was approved by the shareholders and Contract Owners of each
Portfolio of the Fund on December 16, 1996. ISI is an affiliate of the
Investment Adviser.
Under the Distribution Plan and Distribution Agreement, the Fund, on behalf
of the Portfolios, will reimburse ISI after each calendar month for certain
Fund distribution expenses incurred or paid by ISI, provided that these
expenses in the aggregate do not exceed 0.15%, on an annual basis, of the
average daily net asset value of shares of each Portfolio.
Distribution expenses for which ISI may be reimbursed under the Distribution
Plan and Distribution Agreement include, but are not limited to, expenses of
printing and distributing the Fund's prospectus and statement of additional
information to potential Contract Owners; developing and preparing Fund
advertisements; sales literature and other promotional materials; holding
seminars and sales meetings designed to promote distribution of Fund shares;
the
24
<PAGE>
development of consumer-oriented sales materials describing and/or relating to
the Fund; and expenses attributable to "distribution-related services"
provided to the Fund, which include such things as salaries and benefits,
office expenses, equipment expenses, training costs, travel costs, printing
costs, supply expenses, computer programming time, and data center expenses,
each as they relate to the promotion of the sale of Fund shares.
ISI submits to the Directors of the Fund for approval annual distribution
budgets and quarterly reports of distribution expenses with respect to each
Portfolio. ISI allocates to each Portfolio distribution expenses specifically
attributable to the distribution of shares of such Portfolio. Distribution
expenses not specifically attributable to the distribution of shares of a
particular Portfolio are allocated among the Portfolios, based upon the ratio
of net asset value of each Portfolio to the net asset value of all Portfolios,
or such other factors as ISI deems fair and are approved by the Fund's Board
of Directors. ISI has determined that will not seek payment by the Fund of
distribution expenses with respect to any Portfolio during the fiscal year
ending December 31, 1998. Prior to ISI seeking reimbursement, Policyowners
will be notified in advance.
It is anticipated that benefits provided by the Distribution Plan may
include lower fixed costs as a percentage of assets as Fund assets increase
through the growth of the Fund due to enhanced marketing efforts.
THE SUB-ADVISER
This discussion supplements the information provided about the Sub-Adviser
under the caption "Management of the Fund--The Sub-Adviser" in the Prospectus.
Janus Capital Corporation (the "Sub-Adviser") serves as the Sub-Adviser for
the Portfolio pursuant to a Sub-Advisory Agreement dated January 1, 1997
between WRL Management and the Sub-Adviser on behalf of the Portfolio. The
Sub-Advisory Agreement was approved by the Board of Directors of the Fund,
including a majority of the Directors who were not "interested persons" of the
Fund (as defined in the 1940 Act), on October 3, 1996 and by the shareholders
and Contract Owners of the Portfolio on December 16, 1996. The Sub-Advisory
Agreement provides that it will continue in effect for an initial term ending
January 1, 1999, and from year to year thereafter, if approved annually (a) by
the Board of Directors of the Fund or by a majority of the outstanding shares
of the Portfolio, and (b) by a majority of the Directors who are not parties
to such Agreement or "interested persons" (as defined in the 1940 Act) of any
such party. The Sub-Advisory Agreement may be terminated without penalty on 60
days' written notice at the option of either party or by the vote of the
shareholders of the Portfolio and terminates automatically in the event of
assignment (within the meaning of the 1940 Act) or termination of the
Investment Advisory Agreement.
Pursuant to the Sub-Advisory Agreement, the Sub-Adviser provides investment
advisory assistance and portfolio management advice to the Investment Adviser
with respect to the Portfolio. Subject to review by the Investment Adviser and
the Board of Directors of the Fund, the Sub-Adviser is responsible for the
actual management of the Portfolio and for making decisions to buy, sell or
hold any particular security. The Sub-Adviser provides the portfolio managers
for the Portfolio. Such managers consider analyses from various sources, make
the necessary decisions and effect transactions accordingly. The Sub-Adviser
bears all of its expenses in connection with the performance of its services
under the Sub-Advisory Agreement, such as compensating and furnishing office
space for its officers and employees connected with investment and economic
research, trading and investment management of the Portfolio. The method of
computing the Sub-Adviser's fee is set forth in the Prospectus. For the years
ended December 31, 1997, 1996 and 1995, the Sub-Adviser was paid fees in the
amount of $6,858,412, $5,568,661 and $3,923,875, respectively.
25
<PAGE>
The Sub-Adviser, located at 100 Fillmore Street, Denver, Colorado 80206, has
been engaged in the management of Janus funds since 1969. Janus Capital
Corporation also serves as investment adviser or sub-adviser to other mutual
funds, and for individual, corporate, charitable and retirement accounts. The
aggregate market value of the assets managed by the Sub-Adviser was over $70
billion as of January 31, 1998. Kansas City Southern Industries, Inc. ("KCSI")
owns 83% of the Sub-Adviser. KCSI, whose address is 114 West 11th Street,
Kansas City, Missouri 64105-1804, is a publicly-traded holding company whose
largest subsidiary, the Kansas City Southern Railway Company, is primarily
engaged in the transportation industry. Other KCSI subsidiaries are engaged in
financial services and real estate.
JOINT TRADING ACCOUNTS
As described in the Prospectus, the Portfolio and other clients of the Sub-
Adviser and its affiliates may place assets in joint trading accounts for the
purpose of making short-term investments in money market instruments. The
Board of Directors of the Fund must approve the participation of each
Portfolio in these joint trading accounts, and procedures pursuant to which
the joint accounts will operate. The joint trading accounts are to be operated
pursuant to an exemptive order issued to the Sub-Adviser and certain of its
affiliates by the SEC. All joint account participants including the Portfolio,
will bear the expenses of the joint trading accounts in proportion to their
investments. Financial difficulties of other participants in the joint
accounts could cause delays or other difficulties for the Portfolio in
withdrawing their assets from joint trading accounts.
PORTFOLIO TRANSACTIONS AND BROKERAGE
PORTFOLIO TURNOVER
The information that follows supplements the information provided about
portfolio turnover under the caption "The Growth Portfolio and the Fund--
Portfolio Turnover" in the Prospectus. In computing the portfolio turnover
rate for the Portfolio, securities whose maturities or expiration dates at the
time of acquisition are one year or less are excluded. Subject to this
exclusion, the turnover rate for the Portfolio is calculated by dividing (a)
the lesser of purchases or sales of portfolio securities for the fiscal year
by (b) the monthly average of portfolio securities owned by the Portfolio
during the fiscal year. The portfolio turnover rates for the years 1997, 1996
and 1995 were 85.88%, 45.21%, and 130.48%, respectively. The Fund's management
is unable to predict precisely the Portfolio's future annual turnover rate,
although an annual turnover rate in excess of 150% is not presently
anticipated. Higher turnover rates tend to result in higher brokerage fees.
There are no fixed limitations regarding the portfolio turnover of the
Portfolio. Portfolio turnover rates are expected to fluctuate under constantly
changing economic conditions and market circumstances. Securities initially
satisfying the basic policies and objectives of the Portfolio may be disposed
of when they are no longer deemed suitable.
PLACEMENT OF PORTFOLIO BROKERAGE
Subject to policies established by the Board of Directors, the Sub-Adviser
is primarily responsible for placement of the Portfolio's securities
transactions. In placing orders, it is the policy of the Portfolio to obtain
the most favorable net results, taking into account various factors, including
price, dealer spread or commissions, if any, size of the transaction and
difficulty of execution. While the Sub-Adviser generally will seek reasonably
competitive spreads or commissions, the Portfolio will not necessarily be
paying the lowest spread or commission available. The Portfolio does not have
any obligation to deal with any broker, dealer or group of brokers or dealers
in the execution of transactions in portfolio securities.
26
<PAGE>
Decisions as to the assignment of portfolio brokerage business for the
Portfolio and negotiation of its commission rates are made by the Sub-Adviser,
whose policy is to obtain "best execution" (prompt and reliable execution at
the most favorable security price) of all portfolio transactions. In placing
portfolio transactions, the Sub-Adviser may give consideration to brokers who
provide supplemental investment research, in addition to such research
obtained for a flat fee, to the Sub-Adviser, and pay spreads or commissions to
such brokers or dealers furnishing such services which are in excess of
spreads or commissions which another broker or dealer may charge for the same
transaction.
In selecting brokers and in negotiating commissions, the Sub-Adviser
considers such factors as: the Sub-Adviser's knowledge of currently available
negotiated commission rates or prices of securities currently available and
other current transaction costs; the nature of the security being traded; the
size and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the desired timing of the trade; the
activity existing and expected in the market for the particular security;
confidentiality; the quality of execution, clearance, and settlement services;
financial stability; the existence of actual or apparent operational problems
of any broker or dealer; and research products or services to be provided.
These products and services may include furnishing advice, either directly
or through publications or writings, as to the value of securities, the
advisability of purchasing or selling specific securities and the availability
of securities or purchasers or sellers of securities; furnishing seminars,
information, analyses and reports concerning issuers, industries, securities,
trading markets and methods, legislative developments, changes in accounting
practices, economic factors and trends and portfolio strategy; access to
research analysts, corporate management personnel, industry experts,
economists and government officials; comparative performance evaluation and
technical measurement services and quotation services, and products and other
services (such as third party publications, reports and analyses, and computer
and electronic access, equipment, software, information and accessories that
deliver, process or otherwise utilize information), including the research
described above.
Supplemental research obtained through brokers or dealers will be in
addition to and not in lieu of the services required to be performed by the
Sub-Adviser. The expenses of the Sub-Adviser will not necessarily be reduced
as a result of the receipt of such supplemental information. The Sub-Adviser
may use such research products and services in servicing other accounts in
addition to the Portfolio. If the Sub-Adviser determines that any research
product or service has a mixed use, such that it also serves functions that do
not assist in the investment decision-making process, the Sub-Adviser will
allocate the costs of such service or product accordingly. The portion of the
product or service that a Sub-Adviser determines will assist it in the
investment decision-making process may be paid for in brokerage commission
dollars. Such allocation may create a conflict of interest for the Sub-
Adviser. Conversely, such supplemental information obtained by the placement
of business for the Sub-Adviser will be considered by and may be useful to the
Sub-Adviser in carrying out its obligations to the Portfolio.
When the Portfolio purchases or sells a security in the over-the-counter
market, the transaction takes place directly with a principal market-maker,
without the use of a broker, except in those circumstances where, in the
opinion of the Sub-Adviser, better prices and executions are likely to be
achieved through the use of a broker. The Portfolio does not have any
obligation to deal with any broker, dealer or group of brokers or dealers in
the execution of transactions in portfolio securities.
Normally, the Portfolio will deal directly with the underwriters or dealers
who make a market in the securities involved unless better prices and
execution are available elsewhere. Such dealers usually act as principals for
their own account. On occasion, securities may be purchased directly
- 27 -
<PAGE>
from the issuer. Bonds and money market securities are generally traded on a
net basis and do not normally involve either brokerage commissions or transfer
taxes. The cost of portfolio securities transactions of the Portfolio that are
transactions with principals will consist primarily of brokerage commissions
or dealer or underwriter spreads between the bid and asked price, although
purchases from underwriters of portfolio securities include a commission or
concession paid by the issuer. No stated commission is generally applicable to
securities traded in the U.S. over-the-counter markets, but the prices of
those securities include undisclosed commissions or mark-ups.
Securities held by the Portfolio may also be held by other separate
accounts, mutual funds or other accounts for which the Investment Adviser or
Sub-Adviser serves as an adviser, or held by the Investment Adviser or Sub-
Adviser for their own accounts. Because of different investment objectives or
other factors, a particular security may be bought by the Investment Adviser
or Sub-Adviser for one or more clients when one or more clients are selling
the same security. If purchases or sales of securities for the Portfolio or
other entities for which they act as investment adviser or for their advisory
clients arise for consideration at or about the same time, transactions in
such securities will be made, insofar as feasible, for the respective entities
and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Investment Adviser or
Sub-Adviser during the same period may increase the demand for securities
being purchased or the supply of securities being sold, there may be an
adverse effect on price.
On occasions when the Investment Adviser or the Sub-Adviser deems the
purchase or sale of a security to be in the best interests of the Portfolio as
well as other accounts or companies, it may to the extent permitted by
applicable laws and regulations, but will not be obligated to, aggregate the
securities to be sold or purchased for the Portfolio with those to be sold or
purchased for such other accounts or companies in order to obtain favorable
execution and lower brokerage commissions. In that event, allocation of the
securities purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it considers to be
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such other accounts or companies. In some cases this procedure may
adversely affect the size of the position obtainable for the Portfolio.
The Board of Directors of the Fund periodically reviews the brokerage
placement practices of the Sub-Adviser on behalf of the Portfolio, and reviews
the prices and commissions, if any, paid by the Portfolio to determine if they
were reasonable.
The Board of Directors of the Fund has authorized the Sub-Adviser to
consider sales of the Policies and Annuity Contracts issued by a broker-dealer
as a factor in the selection of broker-dealers to execute Portfolio
transactions. In addition, the Sub-Adviser may occasionally place portfolio
business with affiliated brokers of the Investment Adviser or the Sub-Adviser,
including: DST Securities, Inc., 301 West 11th Street, Kansas City, Missouri
64105; and InterSecurities, Inc., P.O. Box 5068, Clearwater, Florida 33758-
5068. As stated above, any such placement of portfolio business will be
subject to the ability of the broker-dealer to provide best execution and to
the Conduct Rules of the National Association of Securities Dealers, Inc.
The Portfolio paid aggregate commissions for the years ended December 31,
1997, 1996 and 1995 in the amount of $1,367,104, $720,978, and $1,577,115,
respectively. For the years ended December 31, 1996 and 1995, the Portfolio
did not pay any brokerage commissions to DST Securities, Inc. The percentage
of the Portfolio's aggregate brokerage commissions and aggregate dollar amount
of transactions paid to DST Securities, Inc. during the Portfolio's most
recent fiscal year did not exceed one percent.
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PURCHASE AND REDEMPTION OF SHARES
OFFERING OF THE SHARES AND DETERMINATION OF OFFERING PRICE
Shares of the Portfolio are currently sold only to the Separate Accounts.
The Separate Account invests in shares of the Portfolio in accordance with the
allocation instructions received from owners of the Contract ("Owners"). Such
allocation rights are further described in the prospectus and disclosure
documents for the Contract. Shares of the Portfolio are sold and redeemed at
their net asset value as described in the Prospectus. Net asset value of the
Portfolio's shares is determined, once daily, as of the close of the regular
session of business on the New York Stock Exchange ("Exchange") (usually 4:00
p.m., Eastern time), on each day the Exchange is open. (Currently the Exchange
is closed on New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.)
Net asset value of a Portfolio share is computed by dividing the value of
the net assets of the Portfolio by the total number of shares of the Portfolio
outstanding.
PORTFOLIO NET ASSET VALUATION
As stated in the Prospectus and above, the net asset value of a Portfolio
share is determined, once daily, as of the close of the regular session of
business on the Exchange (usually 4:00 p.m., Eastern time), on each day the
Exchange is open. The per share net asset value of the Portfolio is determined
by dividing the total value of the securities and other assets, less
liabilities, by the total number of shares outstanding. In determining asset
value, securities listed on the national securities exchanges and the NASDAQ
National Market are valued at the closing prices on such markets, or if such a
price is lacking for the trading period immediately preceding the time of
determination, such securities are valued at their current bid price. Other
securities which are traded on the over-the-counter market are valued at bid
price. Foreign securities and currencies are converted to U.S. dollars using
the exchange rate in effect at the close of the Exchange. Other securities for
which quotations are not readily available, and other assets, are valued at
fair values as determined in good faith by the Sub-Adviser under the
supervision of the Fund's Board of Directors. Money market instruments
maturing in 60 days or less are valued on the amortized cost basis discussed
above.
INVESTMENT EXPERIENCE INFORMATION
The information provided in this section shows the historical investment
experience of the Portfolio. It does not represent or project future
investment performance.
The Portfolio commenced operations on October 2, 1986. The rates of return
shown below depict the actual investment experience of the Portfolio for the
periods shown.
CALCULATION OF PERFORMANCE RELATED INFORMATION
The Prospectus contains a brief description of how performance is
calculated. The following sections describe how performance data is calculated
in greater detail.
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Total Return for the Portfolio
Total return quotations for the Portfolio are computed by finding the
average annual compounded rates of return over the relevant periods that
would equate the initial amount invested to the ending redeemable value,
according to the following equation:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value (at the end of the applicable period of
a hypothetical $1,000 payment made at the beginning of the applicable
period).
The total return quotation calculations for the Portfolio reflect the
deduction of a proportionate share of the Portfolio's investment advisory fee
and Portfolio expenses and assume that all dividends and capital gains during
the period are reinvested in the Portfolio when made. The calculations also
assume a complete redemption as of the end of the particular period.
TAXES
Shares of the Portfolio are offered to the Separate Account of PFL that
funds the Contracts. See the prospectus for the Contract for a discussion of
the special taxation of insurance companies with respect to the Separate
Account and the Contract, and the owners thereof.
The Portfolio has qualified and expects to continue to qualify as a
regulated investment company ("RIC") under the Internal Revenue Code of 1986,
as amended (the "Code"). In order to qualify for that treatment, the Portfolio
must distribute to its Contract Owners for each taxable year at least 90% of
its investment company taxable income (consisting generally of net investment
income, net short-term capital gain, and net gains from certain foreign
currency transactions) ("Distribution Requirement") and must meet several
additional requirements. These requirements include the following: (1) the
Portfolio must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of securities or foreign currencies, or other
income (including gains from options, futures or forward contracts) derived
with respect to its business of investing in securities or those currencies
("Income Requirement"); (2) at the close of each quarter of the Portfolio's
taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs, and other securities that, with respect to any one issuer, do not
exceed 5% of the value of the Portfolio's total assets and that do not
represent more than 10% of the outstanding voting securities of the issuer;
and (3) at the close of each quarter of the Portfolio's taxable year, not more
than 25% of the value of its total assets may be invested in securities (other
than U.S. Government securities or the securities of other RICs) of any one
issuer.
As noted in the Prospectus, the Portfolio must, and intends to, comply with
the diversification requirements imposed by section 817(h) of the Code and the
regulations thereunder. These requirements, which are in addition to the
diversification requirements mentioned above, place certain limitations on the
proportion of the Portfolio's assets that may be represented by any single
investment (which includes all securities of the same issuer). For purposes of
section 817(h), all securities of the same issuer, all interests in the same
real property project, and all interests in the same commodity are treated as
a single investment. In addition, each U.S. Government agency or
instrumentality is treated as a separate issuer, while a particular foreign
government and its agencies, instrumentalities and political subdivisions all
are considered the same issuer. For information concerning the consequences of
failure to meet the requirements of section 817(h), see the respective
prospectus for the Contract.
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<PAGE>
The Portfolio will not be subject to the 4% Federal excise tax imposed on
RICs that do not distribute substantially all their income and gains each
calendar year because that tax does not apply to a RIC whose only shareholders
are segregated asset accounts of life insurance companies held in connection
with variable annuity contracts and/or variable life insurance policies.
The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts and entering into forward contracts, involves
complex rules that will determine for income tax purposes the character and
timing of recognition of the income received in connection therewith by the
Portfolio. Income from the disposition of foreign currencies (except certain
gains therefrom that may be excluded by future regulations), and income from
transactions in options, futures and forward contracts derived by the
Portfolio with respect to its business of investing in securities or foreign
currencies, will qualify as permissible income under the Income Requirement.
However, prior to January 1, 1998, income from the disposition of options
and futures contracts (other than those on foreign currencies) would have been
subject to the Short-Short Limitation if they were held for less than three
months. Income from the disposition of foreign currencies, and options,
futures, and forward contracts on foreign currencies, that are not directly
related to the Portfolio's principal business of investing in securities (or
options and futures with respect thereto) were also subject to the Short-Short
Limitation if they are held for less than three months.
If the Portfolio satisfied certain requirements, any increase in value on a
position that was part of a "designated hedge" would have been offset by any
decrease in value (whether realized or not) of the offsetting hedging position
during the period of the hedge for purposes of determining whether the
Portfolio satisfies the Short-Short Limitation. Thus, only the net gain (if
any) from the designated hedge would have been included in gross income for
purposes of that limitation. The Portfolio intends that, when it engages in
hedging transactions, they will qualify for this treatment, but at the present
time it is not clear whether this treatment will be available for all of the
Portfolio's hedging transactions. To the extent the Portfolio did not qualify
for this treatment, it may be forced to defer the closing out of certain
options and futures contracts beyond the time when it otherwise would have
been advantageous to do so, in order for the Portfolio to qualify as a RIC.
Dividends and interest received by the Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains
in respect of investments by foreign investors.
The Portfolio may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Portfolio will
be subject to Federal income tax on a portion of any "excess distribution"
received on the stock of a PFIC or of any gain on disposition of that stock
(collectively "PFIC income"), plus interest thereon, even if the Portfolio
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Portfolio's investment
company taxable income and, accordingly, will not be taxable to it to the
extent that income is distributed to its shareholders. If the Portfolio
invests in a PFIC and elects to treat the PFIC as a "qualified electing fund,"
then in lieu of the foregoing tax and interest obligation, the Portfolio will
be required to include in income each year its pro rata share of the qualified
electing fund's annual net ordinary earnings and net capital gain (the excess
of net long-term capital gain over net short-term capital loss), even if they
are not distributed to the Portfolio; those amounts would be subject to the
Distribution Requirement. In most instances it will be very difficult, if not
impossible, to make this election because of certain requirements thereof. A
Portfolio, however, may qualify for, and may make, an
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<PAGE>
election permitted under Section 853 of the Code so that shareholders may be
eligible to claim a credit or deduction on their Federal income tax returns
for, and will be required to treat as part of the amounts distributed to them,
their pro rata portion of qualified taxes paid or incurred by the Portfolio to
foreign countries (which taxes relate primarily to investment income). The
Portfolio may make an election under Section 853 of the Code, provided that
more than 50% of the value of the Portfolio's total assets at the close of the
taxable year consists of securities in foreign corporations, and the Portfolio
satisfies applicable distribution provisions of the Code. The foreign tax
credit available to shareholders is subject to certain limitations imposed by
the Code. In addition, another election is available that would involve
marking to market a Portfolio's PFIC stock at the end of each taxable year
(and on certain other dates prescribed in the Code), with a result that
unrealized gains are treated as though they were realized although any such
gains recognized will be ordinary income rather than capital gain. If this
election were made, tax at the Portfolio level under the PFIC rules would be
eliminated, but a Portfolio could, in limited circumstances, incur
nondeductible interest charges. A Portfolio's intention to qualify annually as
a regulated investment company may limit a Portfolio's election with respect
to PFIC stock.
The foregoing is only a general summary of some of the important Federal
income tax considerations generally affecting the Portfolio and its Owners. No
attempt is made to present a complete explanation of the Federal tax treatment
of the Portfolio's activities, and this discussion and the discussion in the
prospectus or statement of additional information for the Contract are not
intended as a substitute for careful tax planning. Accordingly, potential
investors are urged to consult their own tax advisors for more detailed
information and for information regarding any state, local, or foreign taxes
applicable to the Contract and the holders thereof.
CAPITAL STOCK OF THE FUND
As described in the Prospectus, the Fund offers a separate class of common
stock for each portfolio of the Fund.
REGISTRATION STATEMENT
The Fund has filed with the Securities and Exchange Commission, Washington,
D.C., a Registration Statement under the Securities Act of 1933, as amended,
with respect to the securities to which this Statement of Additional
Information relates. If further information is desired with respect to the
Portfolio or such securities, reference is made to the Registration Statement
and the exhibits filed as part thereof.
FINANCIAL STATEMENTS
The audited financial statements for the Portfolio described in this
Statement of Additional Information for the year ended December 31, 1997 and
the report of the Fund's independent accountants are included in the Fund's
1997 Annual Report and are incorporated herein by reference to such Report. A
copy of the Annual Report may be obtained without charge upon request.
OTHER INFORMATION
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, located at 1055 Broadway, 10th Floor, Kansas City,
Missouri 64105, serves as the Fund's independent accountants. The Fund has
engaged Price Waterhouse LLP to examine, in accordance with generally accepted
auditing standards, its annual report.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), located at 200 Clarendon Street,
16th Floor Boston, Massachusetts 02116, serves as the Fund's Custodian and
Dividend Disbursing Agent. IBT provides comprehensive asset administrative
services to the Fund and other members of the financial industry which
include: multi-currency accounting; institutional transfer agency services;
domestic and global custody; performance measures; foreign exchange; and
securities lending and mutual fund administrative services.
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APPENDIX A
DESCRIPTION OF PORTFOLIO SECURITIES
The following is intended only as a supplement to the information contained
in the Prospectus and should be read only in conjunction with the Prospectus.
Terms defined in the Prospectus and not defined herein have the same meanings
as those in the Prospectus.
1.Certificate of Deposit.* A certificate of deposit generally is a short-
term, interest bearing negotiable certificate issued by a commercial bank or
savings and loan association against funds deposited in the issuing
institution.
2.Eurodollar Certificate of Deposit.* A Eurodollar certificate of deposit is
a short-term obligation of a foreign subsidiary of a U.S. bank payable in U.S.
dollars.
3.Floating Rate Note.* A floating rate note is debt issued by a corporation
or commercial bank that is typically several years in term but whose interest
rate is reset every one to six months.
4.Time Deposit.* A time deposit is a deposit in a commercial bank for a
specified period of time at a fixed interest rate for which a negotiable
certificate is not received.
5.Bankers' Acceptance.* A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower, usually in connection with international
commercial transactions (to finance the import, export, transfer or storage of
goods). The borrower is liable for payment as well as the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.
6.Variable Amount Master Demand Note.* A variable amount master demand note
is a note which fixes a minimum and maximum amount of credit and provides for
lending and repayment within those limits at the discretion of the lender.
Before investing in any variable amount master demand notes, the Portfolio
will consider the liquidity of the issuer through periodic credit analysis
based upon publicly available information.
7.Commercial Paper.* Commercial paper is a short-term promissory note issued
by a corporation primarily to finance short-term credit needs.
8.Repurchase Agreement.* A repurchase agreement is an instrument under which
the Portfolio acquires ownership of a debt security and the seller agrees to
repurchase the obligation at a mutually agreed upon time and price. The total
amount received on repurchase is calculated to exceed the price paid by the
Portfolio, reflecting an agreed upon market rate of interest for the period
from the time of the Portfolio's purchase of the security to the settlement
date (i.e., the time of repurchase), and would not necessarily relate to the
interest rate on the underlying securities. The Portfolio will only enter into
repurchase agreements with respect to underlying securities consisting of U.S.
Government or government agency securities, certificates of deposit,
commercial paper or bankers' acceptances, and will be entered only with
primary dealers. While the Portfolio may invest in repurchase agreements for
periods up to 30 days, it is expected that typically such periods will be for
a week or less. The staff of the Securities and Exchange Commission has taken
the position that repurchase agreements of greater than seven days together
with other illiquid investments should be limited to an amount not in excess
of 15% of the Portfolio's net assets.
Although repurchase transactions usually do not impose market risks on the
purchaser, the Portfolio would be subject to the risk of loss if the seller
fails to repurchase the securities for any
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* Short-term Securities.
A-1
<PAGE>
reason and the value of the securities is less than the agreed upon repurchase
price. In addition, if the seller defaults, the Portfolio may incur
disposition costs in connection with liquidating the securities. Moreover, if
the seller is insolvent and bankruptcy proceedings are commenced, under
current law, the Portfolio could be ordered by a court not to liquidate the
securities for an indeterminate period of time and the amount realized by the
Portfolio upon liquidation of the securities may be limited.
9.Reverse Repurchase Agreement. A reverse repurchase agreement involves the
sale of securities held by the Portfolio, with an agreement to repurchase the
securities at an agreed upon price, date and interest payment. The Portfolio
will use the proceeds of the reverse repurchase agreements to purchase other
money market securities maturing, or under an agreement to resell, at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. The Portfolio will utilize reverse repurchase agreements when the
interest income to be earned from the investment of the proceeds from the
transaction is greater than the interest expense of the reverse repurchase
transaction.
10.Asset-Backed Securities. The Portfolio may invest in securities backed by
automobile receivables and credit-card receivables and other securities backed
by other types of receivables or other assets. Credit support for asset-backed
securities may be based on the underlying assets and/or provided through
credit enhancements by a third party. Credit enhancement techniques include
letters of credit, insurance bonds, limited guarantees (which are generally
provided by the issuer), senior-subordinated structures and over-
collateralization. The Portfolio will only purchase an asset-backed security
if it is rated at least "A" by S&P or Moody's.
11.Mortgage-Backed Securities. The Portfolio may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. Mortgage-backed securities
include mortgage pass-through securities, mortgage-backed bonds, and mortgage
pay-through securities. A mortgage pass-through security is a pro-rata
interest in a pool of mortgages where the cash flow generated from the
mortgage collateral is passed through to the security holder. Mortgage-backed
bonds are general obligations of their issuers, payable out of the issuers'
general funds and additionally secured by a first lien on a pool of mortgages.
Mortgage pay-through securities exhibit characteristics of both pass-through
and mortgage-backed bonds. Mortgage-backed securities also include other debt
obligations secured by mortgages on commercial real estate or residential
properties. Other types of mortgage-backed securities will likely be developed
in the future, and the Portfolio may invest in them if it is determined they
are consistent with the Portfolio's investment objective and policies.
12.Collateralized Mortgage Obligations. (CMOs) are pay-through securities
collateralized by mortgages or mortgage-backed securities. CMOs are issued in
classes and series that have different maturities and often are retired in
sequence.
13.Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities
are created when the principal and interest payments of a mortgage-backed
security are separated by a U.S. Government agency or a financial institution.
The holder of the "principal-only" security receives the principal payments
made by the underlying mortgage-backed security, while the holder of the
"interest-only" security receives interest payments from the same underlying
security.
The value of mortgage-backed securities may change due to changes in the
market's perception of issuers. In addition, the mortgage securities market in
general may be adversely affected by regulatory or tax changes. Non-
governmental mortgage-backed securities may offer a higher yield than those
issued by government entities but also may be subject to greater price change
then government securities.
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<PAGE>
Like most mortgage securities, mortgage-backed securities are subject to
prepayment risk. When prepayment occurs, unscheduled or early payments are
made on the underlying mortgages, which may shorten the effective maturities
of those securities and may lower their total returns. Furthermore, the prices
of stripped mortgage-backed securities can be significantly affected by
changes in interest rates as well. As interest rates fall, prepayment rates
tend to increase, which in turn tends to reduce prices of "interest-only"
securities and increase prices of "principal-only" securities. Rising interest
rates can have the opposite effect.
14.Zero Coupon Bonds. Zero coupon bonds are created three ways:
1) U.S. TREASURY STRIPS (Separate Trading of Registered Interest and
Principal of Securities) are created when the coupon payments and the
principal payment are stripped from an outstanding Treasury bond by the
Federal Reserve Bank. Bonds issued by the Resolution Funding Corporation
(REFCORP) and the Financial Corporation (FICO) also can be stripped in
this fashion.
2) STRIPS are created when a dealer deposits a Treasury Security or a
Federal agency security with a custodian for safe keeping and then sells
the coupon payments and principal payments that will be generated by
this security separately. Proprietary receipts, such as Certificates of
Accrual on Treasury Securities (CATS), Treasury Investment Growth
Receipts (TIGRS), and generic Treasury Receipts (TRs), are stripped U.S.
Treasury securities separated into their component parts through
custodial arrangements established by their broker sponsors. FICO bonds
have been stripped in this fashion. The Portfolio has been advised that
the staff of the Division of Investment Management of the Securities and
Exchange Commission does not consider such privately stripped
obligations to be U.S. Government securities, as defined by the 1940
Act. Therefore, the Portfolio will not treat such obligations as U.S.
Government securities for purposes of the 65% portfolio composition
ratio.
3) ZERO COUPON BONDS can be issued directly by Federal agencies and
instrumentalities, or by corporations. Such issues of zero coupon bonds
are originated in the form of a zero coupon bond and are not created by
stripping an outstanding bond.
Zero coupon bonds do not make regular interest payments. Instead they are
sold at a deep discount from their face value. Because a zero coupon bond does
not pay current income, its price can be very volatile when interest rates
change. In calculating its dividends, the fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and its
face value.
A-3
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APPENDIX B
DESCRIPTION OF SELECTED CORPORATE BOND AND
COMMERCIAL PAPER RATINGS
CORPORATE BONDS--MOODY'S INVESTORS SERVICE, INC.
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large, or by an
exceptionally stable, margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position on such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities 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.
A--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 as medium-grade obligations,
i.e., they are neither highly 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 and
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safe-guarded 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 a 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.
Unrated--Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.
Should no rating be assigned, the reason may be one of the following:
1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities or companies
that are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not
published in Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.
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CORPORATE BONDS--STANDARD & POOR'S CORPORATION
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they exhibit an adequate degree of protection,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this
category than for bonds in the A category.
BB, B, CCC and 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. While such bonds will likely
have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.
Plus (+) or Minus (-)--The ratings from "AA" to "BBB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Unrated--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate
a particular type of obligation as a matter of policy.
COMMERCIAL PAPER--MOODY'S INVESTORS SERVICE, INC.
"Prime-1"--Commercial paper issuers rated Prime-1 are judged to be of the
best quality. Their short-term debt obligations carry the smallest degree of
investment risk. Margins of support for current indebtedness are large or
stable with cash flow and asset protection well assured. Current liquidity
provides ample coverage of near-term liabilities and unused alternative
financing arrangements are generally available. While protective elements may
change over the intermediate or longer term, such changes are most unlikely to
impair the fundamentally strong position of short-term obligations.
"Prime-2"--Issuers in the Commercial Paper market rated Prime-2 are high
quality. Protection for short-term holders is assured with liquidity and value
of current assets as well as cash generation in sound relationship to current
indebtedness. They are rated lower than the best commercial paper issuers
because margins of protection may not be as large or because fluctuations of
protective elements over the near or immediate term may be of greater
amplitude. Temporary increases in relative short and overall debt load may
occur. Alternative means of financing remain assured.
COMMERCIAL PAPER--STANDARD & POOR'S CORPORATION
"A"--Issues assigned this highest rate are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designation 1, 2 and 3 to indicate the relative degree of safety.
"A-1"--This designation indicates that the degree of safety regarding timely
payment is very strong.
"A-2"--Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not overwhelming as for
issues designated "A-1".
"A-3"--Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designation.
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<PAGE>
PROSPECTUS
WRL SERIES FUND, INC.
EMERGING GROWTH PORTFOLIO
GLOBAL PORTFOLIO
GROWTH PORTFOLIO
201 HIGHLAND AVENUE
LARGO, FLORIDA 33770-2597
TELEPHONE (319) 398-8511
WRL Series Fund, Inc. (the "Fund") is a diversified, open-end management
investment company consisting of separate series or investment portfolios.
This Prospectus pertains only to the Emerging Growth Portfolio, Global
Portfolio and the Growth Portfolio of the Fund (collectively, the "Portfolios"
and, individually, a "Portfolio").
The investment objective of the Emerging Growth portfolio is to seek capital
appreciation by investing primarily in common stocks of small and medium-sized
companies.
The investment objective of the Global Portfolio is to seek long-term growth
of capital in a manner consistent with the preservation of capital.
The investment objective of the Growth Portfolio is to seek growth of
capital.
There can be, of course, no assurance that the Portfolios will achieve their
objectives.
Shares of the Fund are sold only to the separate accounts (the "Separate
Accounts") of Western Reserve Life Assurance Co. of Ohio ("WRL"), PFL Life
Insurance Company ("PFL"), and AUSA Life Insurance Company, Inc. ("AUSA")
(WRL, PFL, and AUSA together, the "Life Companies") to fund the benefits under
certain variable life insurance policies (the "Policies") and variable annuity
contracts (the "Annuity Contracts"). The Life Companies are affiliates. The
Separate Accounts, which may or may not be registered with the Securities and
Exchange Commission, invest in shares of one or more of the Portfolios in
accordance with the allocation instructions received from holders of the
Policies and the Annuity Contracts (collectively, the "Contract Owners"). Such
allocation rights are further described in the prospectuses or disclosure
documents for the Policies and the Annuity Contracts.
WRL Investment Management, Inc. ("WRL Management") serves as the investment
adviser ("Investment Adviser") to the Portfolios. Van Kampen American Capital
Asset Management, Inc. ("Van Kampen") serves as sub-adviser to the Emerging
Growth Portfolio and Janus Capital Corporation ("Janus Capital") serves as
sub-adviser to the Global Portfolio and the Growth Portfolio (each a "Sub-
Adviser" and collectively, "Sub-Advisers"). See "The Investment Adviser" and
"The Sub-Advisers."
This Prospectus sets forth concisely the information about the Portfolios
that prospective investors ought to know before investing. Investors should
read this Prospectus and retain it for future reference.
Additional information about the Fund, the Portfolios and other portfolios
of the Fund has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request without charge by calling or writing the
Fund. The Statement of Additional Information (the "SAI") pertaining to the
Portfolios bears the same date as this Prospectus and is incorporated by
reference into this Prospectus in its entirety.
----------------
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, A BANK OR OTHER FINANCIAL INSTITUTION, AND THE SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
THIS PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS OR DISCLOSURE
DOCUMENT FOR THE APPLICABLE VARIABLE ANNUITY CONTRACT OR FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY. ALL PROSPECTUSES SHOULD BE READ AND RETAINED
FOR FUTURE REFERENCE.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
PROSPECTUS DATED MAY 1, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Financial Highlights........................................................ 3
Performance Information..................................................... 5
The Portfolios in Detail.................................................... 7
Other Investment Policies and Restrictions.................................. 10
Portfolio Securities and Risk Factors....................................... 13
Management of the Fund...................................................... 27
Other Information........................................................... 32
Distribution and Taxes...................................................... 34
Appendix A--Brief Explanation of Rating Categories.......................... A-1
</TABLE>
- 2 -
<PAGE>
FINANCIAL HIGHLIGHTS
The information in the tables below is taken from each Portfolio's audited
financial statements, which have been incorporated by reference into the SAI.
The tables provide information for one share of capital stock outstanding
during the respective Portfolio's fiscal periods ended on December 31 of each
year using average shares outstanding throughout each year. The total return
of each Portfolio reflects the advisory fee and all other Portfolio expenses
and includes reinvestment of dividends and capital gains; it does not reflect
the charges against the corresponding sub-accounts or the charges and
deductions under the applicable Policy or Annuity Contract; including these
charges would reduce total return figures for all periods shown. The Fund's
Annual Report contains additional performance information for each Portfolio.
A copy of the Annual Report and SAI may be obtained without charge upon
request.
EMERGING GROWTH PORTFOLIO*
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1997 1996 1995 1994 1993(D)
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $ 18.46 $ 16.25 $ 11.55 $ 12.47 $ 10.00
INCOME FROM OPERATIONS:
Net investment income
(loss)................. (0.05) (0.04) 0.01 0.01 (0.04)
Net realized and
unrealized gain (loss)
on investments......... 4.03 3.10 5.42 (0.92) 2.51
-------- -------- -------- -------- --------
Total income (loss)
from
operations............ 3.98 3.06 5.43 (0.91) 2.47
-------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from net
investment income...... 0.00 0.00 0.00 (0.01) 0.00
Dividends in excess of
net investment income.. 0.00 0.00 0.00 0.00 0.00
Distributions from net
realized gains on
investments............ (2.07) (0.85) (0.73) 0.00 0.00
Distributions in excess
of net realized gains
on investments......... 0.00 0.00 0.00 0.00 0.00
-------- -------- -------- -------- --------
Total distributions.... (2.07) (0.85) (0.73) (0.01) 0.00
-------- -------- -------- -------- --------
Net asset value, end of
period.................. $ 20.37 $ 18.46 $ 16.25 $ 11.55 $ 12.47
======== ======== ======== ======== ========
Total return(a).......... 21.45% 18.88% 46.79% (7.36%) 24.71%
RATIOS AND SUPPLEMENTAL
DATA:
Net assets at end of
period (in thousands).. $592,003 $431,454 $288,519 $182,650 $102,472
Ratio of expenses to
average net assets(b).. 0.93% 0.94% 0.91% 0.92% 1.00%
Ratio of net investment
income (loss) to
average net assets(b).. (0.27%) (0.24%) 0.03% 0.06% (0.30%)
Average commission rate
paid per share......... $0.0582 $0.0565 N/A N/A N/A
Portfolio turnover
rate(a)................ 99.78% 80.02% 124.13% 72.62% 12.79%
</TABLE>
* See notes to Financial Highlights on p. 5.
- 3 -
<PAGE>
GLOBAL PORTFOLIO*
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1997 1996 1995 1994 1993 1992(C)
-------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 18.12 $ 15.52 $ 13.12 $ 13.62 $ 10.16 $10.00
INCOME FROM OPERATIONS:
Net investment income
(loss)................ 0.08 0.08 0.10 0.10 0.04 (0.02)
Net realized and
unrealized gain (loss)
on investments........ 3.32 4.20 2.91 0.10 3.72 0.18
-------- -------- -------- -------- ------- ------
Total income (loss)
from operations...... 3.40 4.28 3.01 0.20 3.76 0.16
-------- -------- -------- -------- ------- ------
DISTRIBUTIONS:
Dividends from net
investment income..... (0.13) (0.04) 0.00 (0.10) (0.04) 0.00
Dividends in excess of
net investment income. (1.01) (0.17) 0.00 (0.01) 0.00 0.00
Distributions from net
realized gains on
investments........... (1.34) (1.47) (0.61) (0.56) (0.26) 0.00
Distributions in excess
of net realized gains
on investments........ 0.00 0.00 0.00 (0.03) 0.00 0.00
-------- -------- -------- -------- ------- ------
Total distributions... (2.48) (1.68) (0.61) (0.70) (0.30) 0.00
-------- -------- -------- -------- ------- ------
Net asset value, end of
period................. $ 19.04 $ 18.12 $ 15.52 $ 13.12 $ 13.62 $10.16
======== ======== ======== ======== ======= ======
Total return(a)......... 18.75% 27.74% 23.06% 0.25% 35.05% 1.62%
RATIOS AND SUPPLEMENTAL
DATA:
Net assets at end of
period (in thousands). $785,966 $534,820 $289,506 $261,778 $99,094 $ 508
Ratio of expenses to
average net assets(b). 1.00% 0.99% 0.99% 1.01% 1.09% 2.48%
Ratio of net investment
income (loss) to
average net assets(b). 0.41% 0.46% 0.75% 0.73% 0.30% (2.23%)
Average commission rate
paid per share........ $0.0123 $0.054 N/A N/A N/A N/A
Portfolio turnover
rate(a)............... 97.54% 88.31% 130.60% 192.06% 79.93% 0.00%
</TABLE>
GROWTH PORTFOLIO*
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period... $ 35.00 $ 31.66 $ 23.81 $ 26.25 $ 25.83 $ 26.26 $ 17.48 $ 17.85 $ 12.97
INCOME FROM OPERATIONS
Net investment income
(loss)............... 0.31 0.34 0.26 0.22 0.28 0.36 0.27 0.30 0.19
Net realized and
unrealized gain
(loss) on
investments.......... 5.88 5.35 10.97 (2.41) 0.79 0.52 10.75 (0.33) 6.29
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
Total Income (loss)
from operations..... 6.19 5.69 11.23 (2.19) 1.07 0.88 11.02 (0.03) 6.48
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
DISTRIBUTIONS:
Dividends from net
investment income.... (0.26) (0.35) (0.24) (0.22) (0.28) (0.36) (0.27) (0.30) (0.19)
Dividends in excess of
net investment
income............... 0.00 (0.01) 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from net
realized gains on
investments.......... (4.09) (1.99) (3.14) 0.00 (0.37) (0.95) (1.97) (0.04) (1.41)
Distributions in
excess of net
realized gains on
investments.......... 0.00 0.00 0.00 (0.03) 0.00 0.00 0.00 0.00 0.00
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
Total Distributions.. (4.35) (2.35) (3.38) (0.25) (0.65) (1.31) (2.24) (0.34) (1.60)
---------- ---------- ---------- -------- -------- -------- -------- -------- -------
Net asset value,
end of period......... $ 36.84 $ 35.00 $ 31.66 $ 23.81 $ 26.25 $ 25.83 $ 26.26 $ 17.48 $ 17.85
========== ========== ========== ======== ======== ======== ======== ======== =======
Total Return(a)........ 17.54% 17.96% 47.12% (8.31%) 3.97% 2.35% 59.79% (0.22%) 47.04%
RATIOS AND SUPPLEMENTAL
DATA:
Net assets, at end of
period (in thousands). $1,839,453 $1,527,409 $1,195,174 $814,383 $934,810 $711,422 $393,511 $129,057 $74,680
Ratio of expenses to
average net assets(b). 0.37% 0.88% 0.86% 0.84% 0.87% 0.86% 0.90% 1.00% 1.00%
Ratio of net investment
income (loss) to
average net assets(b). 0.80% 0.98% 0.90% 0.88% 1.07% 1.44% 1.21% 2.06% 1.18%
Average commission rate
paid per share........ $0.0463 $0.0493 N/A N/A N/A N/A N/A N/A N/A
Portfolio turnover
rate(a)............... 85.88% 45.21% 130.48% 107.33% 77.91% 77.70% 7.27% 157.01% 123.80%
<CAPTION>
1988
--------
<S> <C>
Net asset value,
beginning of period... $ 11.14
INCOME FROM OPERATIONS
Net investment income
(loss)............... 0.31
Net realized and
unrealized gain
(loss) on
investments.......... 1.83
--------
Total Income (loss)
from operations..... 2.14
--------
DISTRIBUTIONS:
Dividends from net
investment income.... (0.31)
Dividends in excess of
net investment
income............... 0.00
Distributions from net
realized gains on
investments.......... 0.00
Distributions in
excess of net
realized gains on
investments.......... 0.00
--------
Total Distributions.. (0.31)
--------
Net asset value,
end of period......... $ 12.97
========
Total Return(a)........ 18.62%
RATIOS AND SUPPLEMENTAL
DATA:
Net assets, at end of
period (in thousands). $28,497
Ratio of expenses to
average net assets(b). 1.00%
Ratio of net investment
income (loss) to
average net assets(b). 2.50%
Average commission rate
paid per share........ N/A
Portfolio turnover
rate(a)............... 76.27%
</TABLE>
* See Notes to Financial Highlights on p. 5.
- 4 -
<PAGE>
- --------
NOTES TO FINANCIAL HIGHLIGHTS
(a) For periods of less than one year the total return and portfolio turnover
rate are not annualized.
(b) For periods of less than one year the ratio of expenses to average net
assets and the ratio of net investment income (loss) to average net assets
are annualized. Without the advisory fee waiver by WRL (the Fund's
Investment Adviser prior to January 1, 1997) the ratio for each period
presented would be as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------
PORTFOLIO 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
--------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Emerging Growth......... * * * * 1.16% ** ** ** ** **
Global.................. * * * * * * ** ** ** **
Growth.................. * * * * * * * * 1.13% 1.49%
</TABLE>
* No waiver--Portfolio did not exceed expense limitations.
** Portfolio was not in existence during this period.
(c) The inception of this Portfolio was December 3, 1992.
(d) The inception of this Portfolio was March 1, 1993.
PERFORMANCE INFORMATION
The Fund may include quotations of a Portfolio's total return in connection
with the total return for the appropriate Separate Account, in advertisements,
sales literature or reports to Contract Owners or to prospective investors.
Total return quotations for a Portfolio reflect only the performance of a
hypothetical investment in the Portfolio during the particular time period
shown as calculated based on the historical performance of the Portfolio
during that period. Such quotations do not in any way indicate or project
future performance. Quotations of total return will not reflect charges or
deductions against the Separate Accounts or charges and deductions against the
Policies or the Annuity Contracts. Where relevant, the prospectuses for the
Policies and the Annuity Contracts contain performance information which show
total return for the Separate Accounts, Policies or Annuity Contracts.
TOTAL RETURN
Total return refers to the average annual percentage change in value of an
investment in a Portfolio held for a stated period of time as of a stated
ending date. When a Portfolio has been in operation for the stated period, the
total return for such period will be provided if performance information is
quoted. Total return quotations are expressed as average annual compound rates
of return for each of the periods quoted. They also reflect the deduction of a
proportionate share of a Portfolio's investment advisory fees and expenses,
and assume that all dividends and capital gains distributions during the
period are reinvested in the Portfolio when made.
The rates of return shown below depict the actual investment experience of
each of the Portfolios for the periods shown. THE INFORMATION PROVIDED BELOW
SHOWS THE HISTORICAL INVESTMENT EXPERIENCE OF EACH OF THE PORTFOLIOS. IT DOES
NOT REPRESENT PROJECTED FUTURE INVESTMENT PERFORMANCE.
ALSO SHOWN ARE COMPARABLE FIGURES FOR THE UNMANAGED STANDARD & POOR'S
COMPOSITE STOCK INDEX (S&P 500), A WIDELY USED MEASURE OF MARKET PERFORMANCE.
AVERAGE ANNUAL COMPOUNDED RATES OF RETURN FOR THE PERIODS ENDED ON DECEMBER
31, 1997
<TABLE>
<CAPTION>
1
FUND PORTFOLIO INCEPTION 10 YEARS 5 YEARS YEAR INCEPTION DATE
-------------- --------- -------- ------- ----- ----------------
<S> <C> <C> <C> <C> <C>
Emerging Growth.............. 20.33% N/A N/A 21.45% March 1, 1993
Global....................... 20.41% N/A 20.38% 18.75% December 3, 1992
Growth....................... 17.65% 18.66% 14.23% 17.54% October 2, 1986
S&P 500...................... 16.95% 18.06% 20.27% 33.36%
</TABLE>
- 5 -
<PAGE>
PERFORMANCE SHOWN IN ADVERTISING
A Portfolio may disclose in advertisements, sales literature and reports to
Contract Owners or to prospective Contract Owners, total returns for the
Portfolios for periods in addition to those required to be presented. It may
also disclose other nonstandardized data, such as cumulative total returns,
actual year-by-year returns, or any combination thereof.
PERFORMANCE RANKINGS AND COMPARISONS TO STANDARD INDEXES
Performance of the Portfolios may also be compared to: (1) indexes, such as
the S&P 500, the Dow Jones Industrial Average or other widely recognized
indexes; (2) other mutual funds whose performance is reported by all or any of
Lipper Analytical Services, Inc., ("Lipper"), Variable Annuity Research & Data
Service ("VARDS") and Morningstar, Inc. ("Morningstar"), or as reported by
other services, companies, individuals or other industry or financial
publications of general interest, such as Forbes, Money, The Wall Street
Journal, Business Week, Barron's, Kiplinger's Personal Finance and Fortune,
which rank and/or rate mutual funds by overall performance or other criteria;
and (3) the Consumer Price Index. Lipper, VARDS and Morningstar are widely
quoted independent research firms which rank mutual funds according to overall
performance, investment objective, and assets. Unmanaged indexes, such as the
S&P 500, may assume the reinvestment of dividends but usually do not reflect
any "deduction" for the expenses associated with operating and managing a
portfolio. In connection with a ranking, a Portfolio will also provide
information in sales literature, advertisements, and reports with respect to
the ranking, including the particular category of fund to which it relates,
the number of funds in the category, the period and criteria on which the
ranking is based, and the effect of any fee waivers and/or expense
reimbursements.
SUB-ADVISER PERFORMANCE
A portfolio may disclose in advertisements, supplemental sales literature,
and reports to Contract Owners or to prospective investors total returns of an
existing SEC-registered fund that is managed by the Portfolio's Sub-Adviser
and that has investment objectives, policies, and strategies substantially
similar to those of such Portfolio (a "Similar Sub-Adviser Fund").
ALTHOUGH THE SIMILAR SUB-ADVISER FUNDS HAVE SUBSTANTIALLY SIMILAR INVESTMENT
OBJECTIVES, POLICIES, AND STRATEGIES AS THE DESIGNATED PORTFOLIO, AND ARE
MANAGED BY THE SAME SUB-ADVISER AS THE DESIGNATED PORTFOLIO, YOU SHOULD NOT
ASSUME THAT ANY PORTFOLIO WILL HAVE THE SAME FUTURE PERFORMANCE AS SIMILAR
SUB-ADVISER FUNDS WHOSE TOTAL RETURNS ARE SHOWN. For example, any Portfolio's
future performance may be greater or less than the historical performance of
the corresponding Similar Sub-Adviser Fund due to, among other things, certain
inherent differences between a Portfolio and the Similar Sub-Adviser Fund.
For the Emerging Growth Portfolio and the Global Portfolio the tables set
forth below show each Portfolio's respective Similar Sub-Adviser Fund, the
inception date, asset size, and the average annual total returns for the one,
five and ten year periods (or life of the Similar Sub-Adviser Fund, if
shorter) ended December 31, 1997. These figures are based on the actual
investment performance of the Similar Sub-Adviser Funds. Each Similar Sub-
Adviser Fund has higher total expenses than its corresponding Portfolio of the
Fund. The average annual total returns for the Similar Sub-Adviser Funds are
shown with and without the deductions of any applicable sales load. YOU SHOULD
NOTE THAT THE PERFORMANCE OF THE SIMILAR SUB-ADVISER FUNDS DOES NOT REFLECT
THE HISTORICAL PERFORMANCE OF ANY PORTFOLIOS.
- 6 -
<PAGE>
SIMILAR SUB-ADVISER FUND PERFORMANCE
<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
(WITH SALES LOADS)
-------------------------
SIMILAR 10 YEARS
SUB-ADVISER INCEPTION TOTAL OR SINCE
PORTFOLIO FUND DATE ASSETS 1 YEAR 5 YEARS INCEPTION
--------- -------------------- --------- ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Global Portfolio........ Janus Worldwide(/1/) 5/15/91 10.6BIL 32.72% 22.03% 21.83%
Emerging Growth Van Kampen(/2/) Class A 3.6BIL 14.36% 17.55% 18.35%
Portfolio.............. American Capital 10/2/70
Emerging Growth
</TABLE>
- --------
(1) The Janus Worldwide Fund does not have a sales load.
(2) Total returns are for Class A shares of the Van Kampen American Capital
Emerging Growth Fund ("Fund") and reflect a deduction of a 5.75% front end
sales load. The Fund also has Class B and Class C shares with different
sales loads. Calculating total return with those sales loads may have
resulted in different total returns.
<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN
(WITHOUT SALES LOADS)
-------------------------
SIMILAR 10 YEARS
SUB-ADVISER INCEPTION TOTAL OR SINCE
PORTFOLIO FUND DATE ASSETS 1 YEAR 5 YEARS INCEPTION
--------- ---------------- --------- ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Global Portfolio........ Janus Worldwide 5/15/91 10.6BIL 32.72% 22.03% 21.83%
Emerging Growth Van Kampen Class A 3.6BIL 21.34% 18.95% 19.06%
Portfolio.............. American Capital 10/2/70
Emerging Growth
</TABLE>
THE PERFORMANCE OF SIMILAR SUB-ADVISER FUNDS DOES NOT REFLECT ANY OF THE
CHARGES, FEES, AND EXPENSES IMPOSED UNDER THE POLICIES AND ANNUITY CONTRACTS.
SUCH PERFORMANCE WOULD IN EACH CASE BE LOWER IF IT REFLECTED THESE CHARGES,
FEES AND EXPENSES. SEE THE CONTRACT FORM OR DISCLOSURE DOCUMENT FOR THE POLICY
OR ANNUITY CONTRACT. (THE DISCLOSURE DOCUMENTS FOR THE POLICY OR ANNUITY
CONTRACT DESCRIBE SIMILAR SUB-ADVISER FUNDS AS "OTHER PORTFOLIOS.") (SEE THE
SAI FOR MORE INFORMATION ABOUT THE PORTFOLIOS' PERFORMANCE.)
THE PORTFOLIOS IN DETAIL
This section takes a closer look at each Portfolio's policies and techniques
and the securities in which the Portfolios invest. PLEASE CAREFULLY REVIEW THE
"OTHER INVESTMENT POLICIES AND RESTRICTIONS" AND "PORTFOLIO SECURITIES AND
RISK FACTORS" SECTIONS OF THIS PROSPECTUS FOR A DESCRIPTION OF EACH OF THE
PORTFOLIO'S INVESTMENTS IDENTIFIED BELOW AND THE RISKS ASSOCIATED WITH THOSE
INVESTMENTS. You should carefully consider your goals, time horizon and risk
tolerance before choosing a Portfolio.
INVESTMENT OBJECTIVES AND POLICIES
Each Portfolio's investment objective and, unless otherwise noted, its
investment policies and techniques, may be changed by the Board of Directors
of the Fund (the "Fund's Board") without shareholder or Contract Owner
approval. A change in the investment objective or policies of a Portfolio may
result in that Portfolio having an investment objective or policies different
from that which a Contract Owner deemed appropriate at the time of investment.
You will be notified of any such change so that you may determine whether that
Portfolio remains an appropriate investment for your Annuity Contract. More
information about each Portfolio's investment techniques and restrictions is
set forth in the SAI for the Portfolios, which is available without charge
upon request. There can be, of course, no assurance that each Portfolio will
achieve its investment objective.
- 7 -
<PAGE>
EMERGING GROWTH PORTFOLIO
The investment objective of the Emerging Growth Portfolio is to seek capital
appreciation.
The Portfolio seeks to achieve its investment objective by investing
primarily in common stocks of small and medium-sized companies. Under normal
conditions, at least 65% of the Portfolio's total assets will be invested in
common stocks of small and medium-sized companies, both domestic and foreign,
in the early stages of their life cycle, that the Sub-Adviser believes have
the potential to become major enterprises. Investments in such companies may
offer greater opportunities for growth of capital than larger, more
established companies, but also involve certain special risks. Emerging growth
companies often have limited product lines, markets, or financial resources,
and they may be dependent upon one or a few key people for management. The
securities of such companies may be subject to more abrupt or erratic market
movements than securities of larger, more established companies or the market
averages in general.
The Portfolio does not limit its investments to any single group or type of
security. The Portfolio does not intend to invest more than 5% of its net
assets in unseasoned companies or special situations involving new management,
special products and techniques, unusual developments, mergers or
liquidations. Investments in unseasoned companies and special situations often
involve much greater risks than are inherent in ordinary investments, because
securities of such companies may be more than likely to experience unexpected
fluctuations in price.
The Portfolio's primary approach is to seek what the Sub-Adviser believes to
be unusually attractive growth investments on an individual company basis. The
Portfolio may invest in securities that have above average volatility of price
movement. The Portfolio attempts to reduce overall exposure to risk from
declines in securities prices by spreading its investments over many different
companies in a variety of industries.
While the Portfolio invests primarily in common stocks, it may invest to a
limited extent in other securities such as preferred stocks, convertible
securities, warrants (up to 5% of assets), illiquid securities (up to 15% of
its net assets), repurchase agreements, restricted securities (up to 5% of
assets) and up to 20% of its total assets in securities of foreign issuers,
including American Depositary Receipts ("ADRs").
The Portfolio expects to utilize options on securities, futures contracts
and options thereon in several different ways, depending upon the status of
the Portfolio's investment portfolio and the Sub-Adviser's expectations
concerning the securities markets.
In times of stable or rising stock prices, the Portfolio generally seeks to
obtain maximum exposure to the stock market, i.e., to be "fully invested."
Even when the Portfolio is fully invested, the Sub-Adviser believes that
prudent management may require that at least a small portfolio of assets be
available as cash to honor redemption requests and for other short term needs.
The Portfolio may have cash on hand that has not yet been invested. The
portion of the Portfolio's assets that is invested in cash equivalents does
not fluctuate with stock market prices, so that, in times of rising market
prices, the Portfolio may underperform the market in proportion to the amount
of cash equivalents in its portfolio. By purchasing stock index futures
contracts, stock index call options, or call options on stock index futures
contracts, however, the Portfolio can "equitize" the cash portion of its
assets and obtain equivalent performance to investing 100% of its assets in
equity securities.
Although the Portfolio's assets will be invested primarily in equity
securities at most times, the Portfolio's assets may be invested up to 100% in
U.S. Government securities, high-grade
- 8 -
<PAGE>
commercial paper, cash, high-quality money market instruments, corporate bonds
and debentures, preferred stocks or certificates of deposit of commercial
banks, when, in the opinion of the Sub-Adviser, a temporary defensive position
is warranted, or so that the Portfolio may receive a return on its idle cash.
GLOBAL PORTFOLIO
The investment objective of the Global Portfolio is to seek long-term growth
of capital in a manner consistent with preservation of capital.
The Portfolio seeks to achieve its investment objective by investing in
companies on a worldwide basis, regardless of country of organization or place
of principal business activity, as well as domestic and foreign governments,
government agencies and other governmental entities. Realization of income is
not a significant investment consideration and any income realized on the
Portfolio's investments will, therefore, be incidental to the Portfolio's
objective.
The Portfolio's assets will normally be invested in securities of issuers
from at least five different countries, including the United States. The
Portfolio may, on a temporary basis, invest all of its assets in less than
five, or even a single country. When recommending allocations of the
Portfolio's investments among regions and countries, the Portfolio's Sub-
Adviser considers various factors such as prospects for relative economic
growth among countries, regions or geographic areas; expected levels of
inflation; government policies influencing business conditions; and the
outlook for currency relationships.
Although it is the policy of the Portfolio to purchase and hold securities
for long-term capital growth in a manner consistent with preservation of
capital, changes in the Portfolio will generally be made when the Sub-Adviser
believes they are advisable, typically either as a result of a security having
reached a price objective or by reason of developments not foreseen at the
time of the security's purchase.
Because the sale of a security ordinarily will be made without reference to
the length of time the security has been held, a significant number of short-
term transactions may result. The rate of portfolio turnover will not be a
limiting factor when changes are deemed to be appropriate. However, certain
tax rules may restrict the Portfolio's ability to sell securities in some
circumstances when a security has been held for an insufficient length of
time. Increased portfolio turnover necessarily results in correspondingly
higher brokerage costs for the Portfolio. These are ultimately borne by the
Policyholders.
The Sub-Adviser seeks to reduce the risks associated with these
considerations through diversification and active professional management.
The Portfolio seeks to invest substantially all of its assets in common
stocks when the Sub-Adviser believes that the relevant market environment
favors profitable investing in equity securities. Common stock investments are
selected from industries and companies that the Sub-Adviser believes are
experiencing favorable demand for their products and services, and which
operate in a favorable competitive environment and regulatory climate.
Although the assets of the Portfolio are ordinarily invested in common
stocks at most times, the Portfolio may increase its cash position (up to 100%
of assets) when the Sub-Adviser is unable to locate investment opportunities
with desirable risk/reward characteristics. The Portfolio may invest in
Government securities, corporate bonds and debentures, bank obligations, high-
grade commercial paper, preferred stocks, certificates of deposits or other
securities of U.S. issuers. These investments will be made when the Sub-
Adviser perceives an opportunity for capital growth
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from such securities, or to enable the Portfolio to receive a competitive
return on its uninvested cash.
The Portfolio's investments in debt securities will be made in securities of
U.S. and foreign companies, the U.S. Government, foreign governments, and U.S.
and foreign governmental agencies and instrumentalities and other government
entities. The Portfolio may invest up to 15% of its net assets in illiquid
securities.
The Portfolio may also invest in futures contracts, related options,
repurchase and reverse repurchase agreements, forward foreign currency
contracts and other derivative instruments, up to 5% in high-yield bonds, and
when issued securities (up to 20% of its assets).
GROWTH PORTFOLIO
The investment objective of the Portfolio is to seek growth of capital.
The Portfolio seeks to achieve its investment objective by investing
substantially all of its assets in common stocks when the Sub-Adviser believes
that the relevant market environment favors profitable investing in those
securities. Common stock investments are selected in industries and companies
that the Sub-Adviser believes are experiencing favorable demand for their
products and services, and which operate in a favorable competitive
environment and regulatory climate. The Sub-Adviser's analysis and selection
process focuses on stocks issued by companies with earnings growth potential.
In particular, the Portfolio intends to buy stocks with earnings growth
potential that may not be recognized by the market. Securities are selected
solely for their growth potential; investment income is not a consideration.
Although the Portfolio's assets will be invested primarily in common stocks
at most times, the Portfolio may increase its cash position when the Sub-
Adviser is unable to locate investment opportunities with desirable
risk/reward characteristics. In such case, the Portfolio may invest in
Government securities, high-grade commercial paper, corporate bonds and
debentures, warrants, preferred stocks or certificates of deposit of
commercial banks or other debt securities.
The Portfolio may also invest in repurchase and reverse repurchase agree-
ments, illiquid securities (up to 15% of its net assets), futures contracts,
related options, forward foreign currency contracts, and other derivatives,
and when-issued securities (up to 20% of its assets). The Portfolio may also
invest up to 25% of its net assets in foreign securities (which may be pur-
chased through ADRs, European Depositary Receipts ("EDRs") and Global Deposi-
tary Receipts ("GDRs,") as well as directly) and up to 5% in high-yield bonds.
OTHER INVESTMENT POLICIES AND RESTRICTIONS
The Portfolios are subject to certain other investment policies and
restrictions which are described in the SAI for the Portfolios. Unless
otherwise noted, the investment policies, techniques, and percentage
restrictions described below are non-fundamental and may be changed by the
Fund's Board without Contract Owner approval.
Unless otherwise stated, each of the following policies applies to all of
the Portfolios. In addition, unless otherwise stated below, the percentage
limitations included in these policies and elsewhere in this Prospectus apply
only at the time of purchase of the security.
CASH POSITION
A Portfolio may, at times, choose to hold some portion of its net assets in
cash, or to invest that cash in a variety of debt securities. This may be done
as a defensive measure at times when
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desirable risk/reward characteristics are not available in stocks or to earn
income from otherwise uninvested cash. When a Portfolio increases its cash or
debt investment position, its income may increase while its ability to
participate in stock market advances or declines decreases.
DIVERSIFICATION AND CONCENTRATION
The Investment Company Act of 1940, as amended ("1940 Act") classifies
investment companies as either diversified or non-diversified.
Diversification is the practice of spreading a portfolio's assets over a
number of investments, investment types, industries or countries to reduce
risk. A non-diversified portfolio has the ability to take larger positions in
fewer issuers. Because the appreciation or depreciation of a single security
may have a greater impact on the net asset value of a non-diversified
portfolio, its share price can be expected to fluctuate more than a comparable
portfolio.
The Portfolios qualify as diversified funds under the 1940 Act. The
Portfolios are subject to the following diversification requirements (which
are set forth in full in the SAI):
. As a fundamental policy, with respect to 75% of the total assets of a
Portfolio, the Portfolio may not own more than 10% of the outstanding
voting shares of any issuer (other than U.S. Government securities) as
defined in the 1940 Act and, with respect to some Portfolios, in other
types of cash items.
. As a fundamental policy, with respect to 75% of the total assets of a
Portfolio, the Portfolio will not purchase a security of any issuer if
such purchase would cause the Portfolio's holdings of that issuer to
amount to more than 5% of the Portfolio's total assets.
. As a fundamental policy governing concentration, no Portfolio will
invest more than 25% of its assets in any one particular industry, other
than U.S. Government securities.
PORTFOLIO TURNOVER
A portfolio turnover rate is, in general, the percentage calculated by
taking the lesser of purchases or sales of portfolio securities (excluding
certain short-term securities) for a year and dividing it by the monthly
average of the market value of such securities during the year. (See
"Financial Highlights" for each Portfolio on pages 3-4 for more information on
historical turnover rates.)
Changes in security holdings are made by a Portfolio's Sub-Adviser when it
is deemed necessary. Such changes may result from: liquidity needs; securities
having reached a price or yield objective; anticipated changes in interest
rates or the credit standing of an issuer; or developments not foreseen at the
time of the investment decision.
A Sub-Adviser may engage in a significant number of short-term transactions
if such investing serves the Portfolio's objective. The rate of portfolio
turnover will not be a limiting factor when such short-term investing is
considered appropriate.
Increased turnover results in higher brokerage costs or mark-up charges for
the Portfolio; these charges are ultimately borne by the Contract Owners. For
further discussion of portfolio turnover, see the SAI.
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BORROWING
Each Portfolio may borrow money from banks for temporary or emergency
purposes. The amount borrowed by each Portfolio shall not exceed 25% of its
total assets.
To secure borrowings, a Portfolio may not mortgage or pledge its securities
in amounts that exceed 15% of its net assets. (See the SAI for any exceptions
to this limitation.)
The Portfolios with a common Sub-Adviser may also borrow (or lend) money to
other portfolios or funds that permit such transactions and are also advised
by that Sub-Adviser, provided each Portfolio or fund seeks and obtains
permission from the SEC. There is no assurance that such permission would be
granted.
LENDING
Each Portfolio may lend securities to broker-dealers and financial
institutions to realize additional income; the Portfolios will not lend when,
as a result of such loan, more than 25% of total assets would be lent to other
parties.
If the borrower of a security defaults, a Portfolio may be delayed or
prevented from recovering collateral, or may be otherwise required to cover a
transaction in the security loaned.
If portfolio securities are loaned, collateral values must be continuously
maintained at no less than 100% by pricing both the securities loaned and the
collateral daily.
If a material event is to be voted upon affecting a Portfolio's investment
in securities which are on loan, the Portfolio will take such actions as may
be appropriate in order to vote its shares.
The Portfolios may also lend (or borrow) money to other portfolios or funds
that are managed by their respective Sub-Adviser provided each Portfolio seeks
and obtains permission from the SEC.
For more information about Portfolio lending, see the SAI.
SHORT SALES
Each Portfolio may sell securities "short against the box." A short sale is
the sale of a security that the Portfolio does not own. A short sale is
"against the box" if at all times when the short position is open, the
Portfolio 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.
OTHER INVESTMENT COMPANIES
Each Portfolio may invest up to 10% of its total assets, calculated at the
time of purchase, in the securities of money market funds, which are
investment companies. Each Portfolio may not invest (i) more than 5% of its
total assets in the securities of any one investment company or (ii) in more
than 3% of the voting securities of any other investment company. A Portfolio
will indirectly bear its proportionate share of any investment advisory fees
and expenses paid by the funds in which it invests, in addition to the
investment advisory fee and expenses paid by the Portfolio. However, if the
Growth or Global Portfolio invests in a Janus money market fund, Janus Capital
will remit to such Portfolio the fees it receives from the Janus money market
fund to the extent such fees are based on the Portfolio's assets.
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SPECIAL SITUATIONS
A Portfolio may invest in "special situations" from time to time. A special
situation arises when, in the opinion of a Portfolio's Sub-Adviser, the
securities of a particular issuer will be recognized and appreciate in value
due to a specific development with respect to that issuer. Developments
creating a special situation might include, among others, a new product or
process, a management change, a technological breakthrough, or other
extraordinary corporate event, or differences in market supply and demand for
the security.
Investment in special situations may carry an additional risk of loss in the
event that the anticipated development does not occur or does not attract the
expected attention. The impact of this strategy on the Portfolio will depend
on the Portfolio's size and the extent of the holdings of the special
situation issuer relative to its total assets.
PORTFOLIO SECURITIES AND RISK FACTORS
This section provides a more detailed description of some of the types of
securities and other instruments in which a Portfolio may invest. A Portfolio
may invest in these instruments to the extent permitted by its investment
objective, policies, and restrictions. NOT ALL OF THESE INSTRUMENTS ARE USED
BY EACH PORTFOLIO. A Portfolio is not limited by this discussion and may
invest in other types of instruments not precluded by the policies discussed
above. (See "The Portfolios in Detail," p. 7, and the SAI for more information
regarding a Portfolio's investment objective and its policies, that include
limitations imposed on certain investments.)
EQUITY SECURITIES
Equity securities include common stocks, preferred stocks and securities
convertible into common stocks, such as rights, warrants and convertible debt
securities. Equity securities may also include certain equity-indexed
securities, the value of which is linked to a securities index (e.g., the S&P
500).
COMMON STOCK represents the basic ownership of a corporation. Common stocks
historically have provided the greatest long-term growth potential in a
company, but future results are not guaranteed. Owners of common stock share
directly in the success or failure of the business.
PREFERRED STOCK ranks senior to common stock and depending upon the type of
preferred stock and the nature of the issuer, has certain fixed-income
features (which may include direct or indirect dividend redemption value
guarantees). Preferred stockholders receive dividends before they are
distributed to the common stockholders.
RISK FACTORS
The price of any equity security rises and falls. Common stocks generally
represent the riskiest investment in a company. It is possible that
investors may lose their entire investment.
In addition to the risk associated with individual equity securities, an
equity-indexed security carries overall market risk and the risk of
fluctuation inherent in the indexed security as distinguished from the
securities comprising the applicable index.
Any equity security also presents the risks inherent in the particular
industry of the issuer of the equity security. Certain of these industries,
and the risks presented by such industries, are described below.
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. GOLD STOCK AND GOLD BULLION--Gold stocks are equity securities of
companies involved in the exploration, mining, processing, or dealing or
investing in gold. Investments in gold bullion involve the purchase of
bars or ingots of the precious metal.
RISK FACTORS
Due to monetary and political policies on a national and
international level, the price of gold is subject to substantial
fluctuations, which will have an effect on the profitability of
issuers of gold stocks and the market value of their securities.
Changes in the political or economic climate for the two largest
gold producers--South Africa and the Commonwealth of Independent
States (the former Soviet Union)--may have a direct impact on
the price of gold worldwide.
A Portfolio's investments in gold bullion will earn no income
return. Appreciation in the market price of gold is the sole
manner in which a Portfolio would be able to realize gains on
such investments. Furthermore, a Portfolio may encounter storage
and transaction costs in connection with their ownership of gold
bullion that may be higher than those associated with the
purchase, holding and disposition of more traditional types of
investments.
. HEALTH CARE--Health care stocks are equity securities of companies
primarily engaged in the design, manufacture, or sale of products or
services used for, or in connection with, health care or medicine.
RISK FACTORS
Securities in the health care sector are subject to price
fluctuations based on industry changes, changes in a company's
financial condition and on overall market and economic
conditions. Smaller companies are especially sensitive to these
factors.
. FINANCIAL SERVICES--Financial services investing includes equity
securities of companies that provide financial services to consumers and
industry. A company is principally engaged in the industry if it derives
more than 15% of revenues or profits from brokerage or investment
management activities.
RISK FACTORS
Companies in the financial services industry are subject to
various risks related to that industry, such as government
regulation, changes in interest rates, and exposure on loans,
including loans to foreign borrowers. The performance of equity
securities of this industry may be affected by the conditions
that effect this industry.
. UTILITIES--Utility stocks are equity and debt securities of utility
companies that produce, transmit, or distribute gas and electric energy
as well as those companies that provide communications facilities such
as telephone and telegraph companies.
RISK FACTORS
Risks associated with the utility industry include difficulty in
earning adequate returns on investments despite frequent rate
increases, restriction on operation and increased costs and
delays due to government regulations, building or
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construction delays, environmental regulations, difficulty of
the capital markets in absorbing utility debt and equity
securities, and difficulties in obtaining fuel at reasonable
prices.
. ENERGY--Energy stocks are equity securities of companies in the energy
service field, including those that provide services and equipment to
the conventional areas of oil, gas, electricity and coal, and newer
sources of energy such as nuclear, geothermal, oil shale and solar
power.
RISK FACTORS
Risks associated with the energy industry include difficulty in
adequate returns due to increased costs and delays due to
government regulations, building or construction delays, and
environmental regulations.
. NATURAL RESOURCES--Natural Resource stocks are equity securities of
domestic and foreign companies with substantial natural resource assets.
Natural resource assets are materials derived from natural sources which
have economic value. Examples of natural resource assets include
precious metals (e.g. gold, silver and platinum), ferrous and nonferrous
metals (e.g. iron, steel, aluminum and copper), strategic metals (e.g.,
uranium and titanium), hydrocarbons (e.g., coal, oil and natural gas),
timber land, undeveloped real property and agricultural commodities.
RISK FACTORS
During periods of economic or financial instability, the
securities of such companies are subject to extreme price
fluctuations, reflecting the high volatility of certain natural
resources, such as precious metals, during these periods. In
addition the instability of prices of these natural resources
may result in volatile earnings of related companies, which in
turn, may affect adversely the financial condition of such
companies.
SMALL CAPITALIZATION COMPANIES
A Portfolio may invest in equity securities issued by small capitalization
("small-cap") companies. For these purposes, a Sub-Adviser may define small-
cap companies differently. Generally a small-cap company will have market
capitalizations of $1 billion or less. A Portfolio's investments in small
capitalization stocks may include companies that have limited operating
histories, product lines, and financial and managerial resources. These
companies may be subject to intense competition from larger companies, and
their stocks may be subject to more abrupt or erratic market movements than
the stocks of larger, more established companies. Due to these and other
factors, small-cap companies may suffer significant losses as well as realize
substantial growth. See the Emerging Growth Portfolio's discussion of small-
cap companies under the section "THE PORTFOLIOS IN DETAIL."
DEBT SECURITIES AND FIXED-INCOME INVESTING
Debt securities include such securities as corporate bonds and debentures;
commercial paper; debt securities issued by the U.S. Government, its agencies
and instrumentalities; or foreign governments; asset-backed securities;
collateralized mortgage obligations ("CMOs"); zero coupon bonds; floating
rate, inverse floating rate and index obligations; "strips"; pay-in-kind and
step securities.
Fixed-income investing is the purchase of a debt security that maintains a
level of income that does not change. For instance, bonds paying interest at a
specified rate that does not change
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are fixed-income securities. When a debt security is purchased, the Portfolio
owns "debt" and becomes a creditor to the company or government.
Fixed-income securities generally include short- and long-term government,
corporate and municipal obligations that pay a specified rate of interest or
coupons for a specified period of time, or preferred stock, which pays fixed
dividends. Coupon and dividend rates may be fixed for the life of the issue
or, in the case of adjustable and floating rate securities, for a shorter
period of time. A Portfolio may vary the average maturity of its portfolio of
debt securities based on the Sub-Adviser's analysis of interest rate trends
and factors.
Bonds rated Baa by Moody's Investors Service, Inc. ("Moody's") or BBB by
Standard & Poors Corporation ("S&P") are considered medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security for such bonds 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.
(See Appendix A for a description of debt securities ratings.)
RISK FACTORS
Investments in debt securities are generally subject to both credit risk
and market risk. Credit risk relates to the ability of the issuer to meet
interest or principal payments, or both, as they come due. Market risk
relates to the fact that the market values of the debt securities in which
the Portfolio invests generally will be affected by changes in the level of
interest rates. An increase in interest rates will tend to reduce the
market value of debt securities, whereas a decline in interest rates will
tend to increase their value.
Generally, shorter term securities are less sensitive to interest rate
changes, but longer term securities offer higher yields. The Portfolio's
share price and yield will also depend, in part, on the quality of its
investments in debt securities.
Such securities may be affected by changes in the creditworthiness of the
issuer of the security. The extent that such changes are reflected in the
Portfolio's share price will depend upon the extent of the Portfolio's
investment in such securities.
CONVERTIBLE SECURITIES
Convertible securities include a spectrum of securities which can be
exchanged for or converted into common stock of the issuer or a related
financial entity (for example, a merged or acquired company or partner).
Convertible securities may include, but are not limited to: convertible bonds
or debentures; convertible preferred stock; units consisting of usable bonds
and warrants; or securities which cap or otherwise limit returns to the
convertible security hold, such as DECs--(Dividend Enhanced Convertible Stock,
or Debt Exchangeable for Common Stock when issued as a debt security), LYONS--
(Liquid Yield Option Notes, which are corporate bonds that are purchased at
prices below par with no coupons and are convertible into stock), PERCS--
(Preferred Equity Redeemable Stock, (an equity issue that pays a high cash
dividend, has a cap price and mandatory conversion to common stock at
maturity), and PRIDES--(Preferred Redeemable Increased Dividend Securities,
which are essentially the same as DECS; the difference is little more than who
initially underwrites the issue.)
Convertible securities are often rated below investment grade or not rated
because they fall below debt obligations and just above common equity in order
of preference or priority on the issuer's balance sheet, hence, an issuer with
investment grade senior debt may issue convertible
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securities with ratings less than investment grade or not rated. A Portfolio
does not limit convertible securities by rating, and there is no minimal
acceptance rating for a convertible security to be purchased or held by a
Portfolio. Therefore, a Portfolio may invest in convertible securities rated
below investment grade by an NRSRO or in a Portfolio holding such securities
where they have assured a rating below investment grade after purchase.
RISK FACTORS
As with all debt securities, the market value of convertible debt
securities tends to decline as interest rates increase and, conversely, to
increase as interest rates decline.
Convertible securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality. However, when the
market price of the common stock underlying a convertible security exceeds
the conversion price, the price of the convertible security tends to
reflect the value of the underlying common stock. As the market price of
the underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not depreciate to the
same extent as the underlying common stock.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
A Portfolio may invest in repurchase and reverse repurchase agreements. A
repurchase agreement involves the purchase of a security by a Portfolio and a
simultaneous agreement (generally from a bank or broker-dealer) to repurchase
that security back from the Portfolio at a specified price and date upon
demand. This technique offers a method of earning income on idle cash. The
repurchase agreement is effectively secured by the value of the underlying
security. Repurchase agreements not terminable within seven days are
considered illiquid securities.
A Portfolio invests in a reverse repurchase agreement when it sells a
portfolio security to another party, such as a bank or broker-dealer, in
return for cash, and agrees to buy the security back at a future date and
price. Reverse repurchase agreements may be used to provide cash to satisfy
unusually heavy redemption requests or for other temporary or emergency
purposes without the necessity of selling portfolio securities or to earn
additional income on portfolio securities such as U.S. Treasury bills and
notes. While a reverse repurchase agreement is outstanding, the Portfolio will
segregate with its custodian cash and other liquid assets to cover its
obligation under the agreement. Reverse repurchase agreements are considered a
form of borrowing by the Portfolio for the purposes of the 1940 Act.
RISK FACTORS
Repurchase agreements involve the risk that the seller will fail to
repurchase the security, as agreed. In that case, a Portfolio will bear the
risk of market value fluctuations until the security can be sold and may
encounter delays and incur costs in liquidating the security. In the event
of bankruptcy or insolvency of the seller, delays and costs are incurred.
Reverse repurchase agreements may expose a Portfolio to greater
fluctuations in the value of its assets.
MONEY MARKET INSTRUMENTS
A Portfolio may invest in the following types of money market instruments:
U.S. Government securities; obligations issued or guaranteed by foreign
governments or by any of their political subdivisions, authorities, agencies
or instrumentalities; bank obligations (including certificates of deposit
("CDs"), time deposits and bankers' acceptances of foreign or domestic banks,
domestic
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savings and loan associations and other banking institutions); commercial
paper; and repurchase agreements.
U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations issued or guaranteed by the U.S.
Government or by its agencies or instrumentalities. Obligations of certain
agencies and instrumentalities of the U.S. Government, such as those of the
Government National Mortgage Association ("GNMA"), are supported by the "full
faith and credit" of the U.S. Government; others, such as those of the Export-
Import Bank of the U.S., are supported by the right of the issuer to borrow
from the U.S. Treasury; others, such as those of the Federal National Mortgage
Association ("FNMA"), are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others, such as
those of the Student Loan Marketing Association, are supported only by the
credit of the instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government-sponsored
instrumentalities if it is not obligated to do so by law.
RISK FACTORS
Investors should be aware that the value of the U.S. Government securities
held by a Portfolio will fluctuate with changes in interest rates, with a
decrease in interest rates generally resulting in an increase in the value
of the securities and an increase in interest rates having the opposite
effect.
In addition, certain obligations, such as long-term obligations issued by
the GNMA and the FNMA, represent ownership interest in pools of mortgages
that may be subject to significant unscheduled prepayments as a result of a
drop in mortgage interest rates. Because these prepayments must be
reinvested, possibly in pools including mortgages bearing lower interest
rates, these obligations may have less potential for capital appreciation
during periods of declining interest rates than other investments of
comparable maturity. They have a comparable risk of decline during periods
of rising interest rates.
BANK OBLIGATIONS
Subject to its investment policy, a Portfolio may invest in bank obligations
such as CDs or time deposits. Such investments involve the risks that an
investment in the banking industry may entail.
RISK FACTORS
Banks are subject to extensive governmental regulations which may limit
both the amount and types of loans and other financial commitments which
may be made and interest rates and fees which may be charged.
The profitability of this industry is largely dependent upon the
availability and cost of capital funds for the purpose of financing lending
operations under prevailing money market conditions. Also, general economic
conditions play an important part in the operations of this industry.
Exposure to credit losses arising from possible financial difficulties of
borrowers might affect a bank's ability to meet its obligations.
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FOREIGN BANK OBLIGATIONS
A Portfolio may invest in foreign bank obligations and obligations of
foreign branches of domestic banks. These investments prevent certain risks.
RISK FACTORS
Risks include the impact of future political and economic developments, the
possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign deposits, the possible establishment
of exchange controls and/or the addition of other foreign governmental
restrictions that might adversely affect the payment of principal and
interest on these obligations.
In addition, there may be less publicly available and reliable information
about a foreign bank than about domestic banks owing to different
accounting, auditing, reporting and recordkeeping standards.
FOREIGN SECURITIES
Foreign securities include equity and debt securities of foreign issuers.
Each Portfolio may invest in foreign securities subject to its investment
limitations.
In addition to direct foreign investment, each Portfolio may invest in
foreign securities through ADRs or American Depositary Shares ("ADSs"), which
are dollar-denominated receipts issued by domestic banks or securities firms.
ADRs and ADSs are publicly traded on U.S. exchanges, and may not involve the
same risks as securities denominated in foreign currency.
Each Portfolio may also indirectly invest in foreign securities through
EDRs, which are typically issued by European banks; in GDRs, which may be
issued by domestic or foreign banks; and in other types of receipts evidencing
ownership of foreign securities.
RISK FACTORS
For U.S. investors, the returns on foreign securities are influenced not
only by the returns on the foreign investments themselves, but also by
several risks which include:
CURRENCY RISK. Changes in the value of the currencies in which the
securities are denominated relative to the U.S. dollar may affect the value
of foreign securities and the value of their dividend or interest payments
and, therefore, a Portfolio's share price and returns.
Generally, in a period when the U.S. dollar commonly rises against foreign
currencies, the return on foreign securities for a U.S. investor are
diminished. By contrast, in a period when the U.S. dollar generally
declines, the returns on foreign securities generally are enhanced.
Exchange rates are affected by numerous factors, including relative
interest rates, balances of trade, levels of foreign investment and
manipulation of central banks. The foreign currency market is essentially
unregulated and can be subject to speculative trading. From time to time,
many countries impose exchange controls which limit or prohibit trading in
certain currencies.
ADRs do not involve the same direct currency and liquidity risks as
securities denominated in foreign currencies. However, the value of the
currency in which the foreign security represented by the ADR is
denominated may affect the value of the ADR.
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To the extent that a Portfolio invests in foreign securities denominated in
foreign currencies, its share price reflects the price movements both of
its securities and of the currencies in which they are denominated. The
share price of a Portfolio that invests in both U.S. and foreign securities
may have a low correlation with movements in the U.S. markets. If most of
the securities in a Portfolio are denominated in foreign currencies or
depend on the value of foreign currencies, the relative strength of the
U.S. dollar against those foreign currencies may be an important factor in
a Portfolio's performance.
CURRENCY TRADING COSTS. A Portfolio incurs costs in converting foreign
currencies into U.S. dollars, and vice versa.
DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies are
generally subject to tax laws and to accounting, auditing and financial
reporting standards, practices and requirements different from those that
apply in the U.S.
LESS INFORMATION AVAILABLE. There is generally less public information
available about foreign companies.
MORE DIFFICULT BUSINESS NEGOTIATIONS. A Portfolio may find it difficult to
enforce obligations in foreign countries or to negotiate favorable
brokerage commission rates.
REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are less
liquid and their prices more volatile than securities of comparable U.S.
companies.
SETTLEMENT DELAYS. Settling foreign securities may take longer than
settlements in the U.S.
HIGHER CUSTODY CHARGES. Custodianship of shares may cost more for foreign
securities than it does for U.S. securities.
ASSET VULNERABILITY. In some foreign countries, there is a risk of direct
seizure or appropriation through taxation of assets of a Portfolio. Certain
countries may also impose limits on the removal of securities or other
assets of a Portfolio. Interest, dividends and capital gains on foreign
securities held by a Portfolio may be subject to foreign withholding taxes.
POLITICAL INSTABILITY. In some countries, political instability, war or
diplomatic developments could affect investments.
These risks may be greater in developing countries or in countries with
limited or developing markets. Securities prices in developing countries can
be significantly more volatile than in developed countries reflecting the
greater uncertainties of investing in less developed markets and economies. In
particular, developing countries may have relatively unstable governments.
These governments may nationalize businesses, expropriate private property,
engage in confiscatory taxation or, in certain instances, revert to closed
market centrally planned economies. Such countries may also have restrictions
on foreign ownership or prohibitions on the repatriation of assets, and may
have less protection of property rights than developed countries.
The economies of developing countries may be predominately based on only a few
industries or dependent on revenues from particular commodities or on
international aid or development assistance. These economies may be highly
vulnerable to changes in local or global trade conditions and may suffer from
extreme and volatile debt burdens or inflation risks. In addition, securities
markets in developing countries typically handle a small number of securities
transactions and may be unable to respond effectively to sudden changes in
trading volume. As a
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result such markets may lack liquidity and securities traded on those markets
may be more volatile. Also, securities markets in developing countries
typically offer less regulatory protection for investors.
At times, a Portfolio's foreign securities may be listed on exchanges or
traded in markets which are open on days (such as Saturday) when the Portfolio
does not compute a price or accept orders for purchase, sale or exchange of
shares. As a result, the net asset value of the Portfolio may be significantly
affected by trading on days when Contract Owners cannot make transactions.
ADRS and ADSS are subject to some of the same risks as direct investments in
foreign securities, including the currency risk discussed above. The
regulatory requirements with respect to ADRs and ADSs that are issued in
sponsored and unsponsored programs are generally similar but the issuers of
unsponsored ADRs and ADSs are not obligated to disclose material information
in the U.S., and therefore, such information may not be reflected in the
market value of the ADRs and ADSs.
FUTURES, OPTIONS AND OTHER DERIVATIVES
Instruments commonly called "derivatives" include options on securities or
foreign currency futures contracts, options on futures contracts, forward
contracts, interest rate swaps, caps and floors, stock index futures and
options on stock index futures. These instruments are commonly called
derivatives because their price is derived from an underlying index, security
or other measure of value.
A Portfolio may engage in futures contracts and options. A Portfolio intends
to use such derivatives primarily for bona fide hedging purposes, which seeks
to help protect portfolio positions against market, interest rate or currency
fluctuations, to equitize a cash position, for duration management, or to
reduce the risk inherent in the management of the Portfolio. If used for other
purposes as may be permitted under applicable rules pursuant to which the
Portfolio would remain exempt from the definition of a "commodity pool
operator" under the rules of the Commodity Futures Trading Commission
("CFTC"), the aggregate initial margin and premiums required to establish any
non-hedging positions will not exceed 5% of the fair market value of a
Portfolio's net assets.
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of
property for an agreed upon price at a specified time. Forward contracts are
not currently exchange traded and are typically negotiated on an individual
basis. A Portfolio may enter into forward currency contracts to hedge against
declines in the value of non-dollar denominated securities or to reduce the
impact of currency appreciation on purchases of non-dollar denominated
securities. A Portfolio may also enter into forward currency contracts with
respect to ADRs. A Portfolio may also enter into forward contracts to purchase
or sell securities or other financial indexes.
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. A Portfolio may buy and sell futures contracts on foreign currencies,
securities and financial indexes including interest rates or an index of U.S.
Government, foreign government, equity or fixed-income securities.
A Portfolio may also buy options on futures contracts. An option on a
futures contract gives the buyer the right, but not the obligation, to buy or
sell a futures contract at a specific price on or before a specified date.
Futures contracts and options on futures are standardized and traded on
designated exchanges.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange or floating rate
payments for fixed rate payments).
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INTEREST RATE FUTURES CONTRACTS involve the purchase or sale of contracts
for the future delivery of fixed-income securities at an established price.
The purchase of an interest rate cap entitles the purchaser, to the extent
that a specified index exceeds a predetermined interest rate, to receive
payments of interest on a contractually based principal amount from the party
selling the interest rate cap. The purchase of an interest rate floor entitles
the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a
contractually based principal amount from the party selling the interest rate
floor.
OPTIONS are the right, but not the obligation, to buy or sell a specified
amount of securities or other assets on or before a fixed date at a
predetermined price. A Portfolio may purchase put and call options on
securities, securities indexes and foreign currencies, subject to its
investment restrictions.
CALL OPTIONS give a buyer the right to purchase a portfolio security at a
designated price until a certain date. The option must be "covered"--for
example, the seller may own the securities required to fulfill the
contract.
PUT OPTIONS give the buyer the right to sell the security at a designated
price until a certain date. Put options are "covered," for example, by
segregating an amount of cash or securities equal to the exercise price.
STOCK INDEX FUTURES obligate the seller to deliver (and the purchaser to
take) an amount of cash equal to a specified dollar amount times the
difference between the value of a specified stock index at the close of the
last trading day of the contract and the price at which the agreement is made.
No physical delivery of the underlying stocks in the index is made.
OPTIONS ON STOCK INDEX FUTURES CONTRACTS, as contrasted with the direct
investment in such a contract, gives the purchaser the right, in return for
the premium paid, to assume a position in a stock index futures contract at a
specified exercise price at any time prior to the expiration date of the
option.
RISK FACTORS
There can be no assurance the use of derivatives will help a Portfolio
achieve its investment objective. Derivatives involve special risks and
transaction costs, and draw upon skills and experience which are different
from those needed to choose the other securities or instruments in which a
Portfolio invests. Special risks of these instruments include:
INACCURATE MARKET PREDICTIONS. If interest rates, securities prices or
currency markets do not move in the direction expected by a Sub-Adviser who
uses derivatives based on those measures, these instruments may fall in
their intended purpose and result in losses to a Portfolio.
IMPERFECT CORRELATION. Derivatives' prices may be imperfectly correlated
with the prices of the securities, interest rates or currencies being
hedged. When this happens, the expected benefits may be diminished.
ILLIQUIDITY. A liquid secondary market may not be available for a
particular instrument at a particular time. A Portfolio may therefore be
unable to control losses by closing out a derivative position.
TAX CONSIDERATIONS. A Portfolio may have to delay closing out certain
derivative positions to avoid adverse tax consequences.
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The risk of loss from investing in derivative instruments is potentially
unlimited.
FORWARD FOREIGN CURRENCY CONTRACTS
A forward currency contract ("forward contract") is used to purchase or sell
foreign currencies at a future date as a hedge against fluctuations in foreign
exchange rates pending the settlement of transactions in foreign securities or
during the time a Portfolio has exposure to foreign currencies. A forward
contract, which is also included in the types of instruments commonly known as
derivatives, is an agreement between contracting parties to exchange an amount
of currency at some future time at an agreed upon rate.
RISK FACTORS
Investors should be aware that hedging against a decline in the value of a
currency in the foregoing manner does not eliminate fluctuations in the
prices of portfolio securities or prevent losses if the prices of portfolio
securities decline.
Furthermore, such hedging transactions preclude the opportunity for gain if
the value of the hedging currency should rise. Forward contracts may, from
time to time, be considered illiquid, in which case they would be subject
to a Portfolio's limitation on investing in illiquid securities.
ILLIQUID SECURITIES
Securities are considered illiquid because of the absence of a readily
available market or due to legal or contractual restrictions on resale.
However, certain restricted securities that are not registered for sale to the
general public but that can be sold to institutional investors ("Rule 144A
Securities") may not be considered illiquid, provided that a dealer or
institutional trading market exists. The institutional trading market is
relatively new and liquidity of a Portfolio's investments could be impaired if
such trading does not further develop or declines. Each Sub-Adviser will
determine the liquidity of Rule 144A Securities under guidelines approved by
the Fund's Board. (See the SAI for a description of these guidelines.)
RISK FACTORS
Investments in illiquid securities involve certain risks to the extent that
a Portfolio may be unable to dispose of such securities at the time desired
or at a reasonable price. In addition, in order to resell a restricted
security, the Portfolio might have to bear the expense and incur the delays
associated with effecting a registration required in order to qualify for
resale.
WHEN-ISSUED, DELAYED SETTLEMENT AND FORWARD DELIVERY SECURITIES
Securities may be purchased and sold on a "when-issued," "delayed
settlement," or "forward (delayed) delivery" basis.
"When-issued" or "forward delivery" refers to securities whose terms are
available, and for which a market exists, but which are not available for
immediate delivery. When-issued or forward delivery transactions may be
expected to occur a month or more before delivery is due.
A Portfolio may engage in when-issued transactions to obtain what is
considered to be an advantageous price and yield at the time of the
transaction. When a Portfolio engages in when-issued transactions, it will do
so for the purpose of acquiring securities consistent with its investment
objective and policies and not for the purpose of investment leverage.
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The Portfolio will segregate with its custodian cash, U.S. Government
securities or other liquid assets at least equal to the value of purchase
commitments until payment is made. Such segregated securities will either
mature or, if necessary, be sold on or before the settlement date. Typically,
no income accrues on securities purchased on a delayed delivery basis prior to
the time delivery of the securities is made, although a Portfolio may earn
income on securities it has segregated to collateralize its delayed delivery
purchases.
New issues of stocks and bonds, private placements and U.S. Government
securities may be sold in this manner.
RISK FACTORS
At the time of settlement, the market value of the security may be more or
less than the purchase price. A Portfolio bears the risk of such market
value fluctuations. These transactions also involve risk to the Portfolio
if the other party to the transaction defaults on its obligation to make
payment or delivery, and the Portfolio is delayed or prevented from
completing the transaction.
MORTGAGE- AND OTHER ASSET-BACKED SECURITIES
Mortgage-backed securities represent interests in a pool of mortgages.
Principal and interest payments made on the mortgages in the underlying
mortgage pool are passed through to the Portfolio.
Mortgage-backed securities are issued or guaranteed by government agencies
such as the Government National Mortgage Association ("GNMA"). Federal
National Mortgage Association ("FNMA") and Federated Home Loan Mortgage
Corporation ("FHLMC"), or by private entities. GNMA securities are backed by
the full faith and credit of the United States government while FNMA and FHLMC
securities are not.
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduit ("REMIC") certificates are multiclass bonds backed by
mortgages or mortgage-backed securities. Each class has a specified fixed or
floating interest rate and stated maturity date. The principal and interest on
the underlying mortgages may be allocated among the several classes of CMOs in
many ways.
REMICs may be organized as trusts, partnerships, corporations, associations
or segregated pools of mortgages. Such entities elect to be treated as REMICs
under the Code and thereby qualify for special tax treatment. Pursuant to the
Code, income is passed through a REMIC and is taxed to the person or persons
holding an interest in the REMIC. REMIC certificates represent an interest in
a REMIC and are issued in multiple classes.
Asset-backed securities represent interests in pools of consumer loans
(generally unrelated to mortgage loans), and most often are structured as
pass-through securities.
Interest and principal payments ultimately depend on payment of the
underlying loans by individuals, although the securities may be supported by
letters of credit or other credit enhancements.
RISK FACTORS
These securities are often subject to more rapid repayment than their
stated maturity dates would indicate as a result of principal prepayments
on the underlying loans. This can result in significantly greater price and
yield volatility than with traditional fixed income securities.
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During periods of declining interest rates, prepayments can be expected to
accelerate, which will shorten these securities' weighted average life and
may lower their return. Conversely, in a rising interest rate environment,
a declining prepayment rate will extend the weighted average life of these
securities, which generally should cause their values to fluctuate more
widely in response to changes in interest rates. The value of these
securities may change because of changes in the market's perception of the
creditworthiness of the federal agency or private institution that issued
them, in the case of mortgage-backed securities, or in the servicing agent
for the pool, the originator of the pool or the financial institution
providing the credit support or enhancement in the case of asset-backed
securities. Interest rate risks are also involved with these investments;
see "Debt Securities and Fixed-Income Investing," page 15.
In addition, the mortgage securities market may be adversely affected by
changes in government regulation or tax policies.
INVESTMENTS IN THE REAL ESTATE INDUSTRY AND REAL ESTATE INVESTMENT TRUSTS
("REITS")
REITs are pooled investment vehicles which invest primarily in income
producing real estate, or real estate related loans or interests. REITs are
generally classified as equity REITs, mortgage REITs, or hybrid REITs.
Equity REITs invest the majority of their assets directly in real property
and derive income primarily from the collection of rents. Equity REITs can
also realize capital gains by selling properties that have appreciated in
value. Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments. Hybrid
REITs invest their assets in both real property and mortgages. REITs are not
taxed on income distributed to Policyowners provided they comply with several
requirements of the Internal Revenue Code of 1986, as amended (the "Code").
RISK FACTORS
Investments in the real estate industry are subject to risks associated
with direct investment in real estate. Such risks include, but are not
limited to; declining real estate values; risks related to general and
local economic conditions; over-building; increased competition for assets
in local and regional markets; changes in zoning laws; difficulties in
completing construction; changes in real estate value and property taxes;
increases in operating expenses or interest rates; changes in neighborhood
values or the appeal of properties to tenants; insufficient levels of
occupancy; and inadequate rents to cover operating expenses. The
performance of securities issued by companies in the real estate industry
also may be affected by prudent management of insurance risks, adequacy of
financing available in capital markets, competent management, changes in
applicable laws and governmental regulations (including taxes) and social
and economic trends.
REITs also may subject a Portfolio to certain risks associated with the
direct ownership of real estate. As described above, these risks include,
among others: possible declines in the value of real estate; possible lack
of availability of mortgage funds; extended vacancies of properties; risks
related to general and local economic conditions; overbuilding; increases
in competition, property taxes and operating expenses; changes in zoning
laws; costs resulting from the clean-up of, and liability to third parties
for damages resulting from, environmental problems; casualty or
condemnation losses; uninsured damages from floods, earthquakes or other
natural disasters; limitations on and variations in rents; and changes in
interest rates.
Investing in REITs involves certain unique risks, in addition to those
risks associated with investing in the real estate industry in general.
Equity REITs may be affected by changes in the value of the underlying
property owned by the REITs, while mortgage REITs may be affected by the
quality of any credit extended. REITs are dependent upon management skills,
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are not diversified, and are subject to heavy cash flow dependency, default
by borrowers, self-liquidation and the possibilities of failing to qualify
for the exemption from tax for distributed income under the Code. REITs
(especially mortgage REITs) are also subject to interest rate risk. (See
"Debt Securities and Fixed-Income Investing," page 15).
ZERO COUPON, STRIPS, PAY-IN-KIND AND STEP COUPON SECURITIES
Zero coupon bonds do not make regular interest payments; rather, they are
sold at a discount from face value. Principal and accreted discount
(representing interest accrued but not paid) are paid at maturity. Step coupon
bonds sell at a discount and pay a low coupon rate for an initial period and a
higher coupon rate thereafter. Pay-in-kind securities may pay interest in cash
or a similar bond. Strips are debt securities that are stripped of their
interest after the securities are issued, but otherwise are comparable to zero
coupon bonds.
RISK FACTORS
The market value of zero coupon bonds, step coupon bonds, pay-in-kind
securities and strips generally fluctuates in response to changes in
interest rates to a greater degree than interest-paying securities of
comparable term and quality.
HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk securities (or "junk bonds") are debt securities rated
below investment grade by the primary rating agencies (such as S&P and
Moody's). (See Appendix A for a description of debt securities ratings.)
RISK FACTORS
The value of lower quality securities generally is more dependent on the
ability of the issuer to meet interest and principal payments (i.e., credit
risk) than is the case for higher quality securities. Conversely, the value
of higher quality securities may be more sensitive to interest rate
movements than lower rated securities. Issuers of high-yield securities may
not be as strong financially as those issuing bonds with higher credit
ratings. Investments in such companies are considered to be more
speculative than higher quality investments.
Issuers of high-yield securities are more vulnerable to real or perceived
economic changes (for instance, an economic downturn or prolonged period of
rising interest rates), political changes or adverse developments specific
to the issuer. Adverse economic, political or other developments may impair
the issuer's ability to service principal and interest obligations, to meet
projected business goals and to obtain additional financing, particularly
if the issuer is highly leveraged.
In the event of a default, a Portfolio would experience a reduction of its
income and could expect a decline in the market value of the defaulted
securities.
The market for lower quality securities is generally less liquid than the
market for higher quality bonds. Adverse publicity and investor
perceptions, as well as new or proposed laws, may also have a greater
negative impact on the market for lower quality securities. Unrated debt,
while not necessarily of lower quality than rated securities, may not have
as broad a market as higher quality securities.
VARIABLE RATE MASTER DEMAND NOTES
Variable rate master demand notes are unsecured commercial paper instruments
that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate. Because variable rate master demand notes
are direct lending arrangements between a Portfolio and the issuer, they are
not normally traded.
Although no active secondary market may exist for these notes, a Portfolio
may demand payment of principal and accrued interest at any time or may resell
the note to a third party.
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While the notes are not typically rated by credit rating agencies, issuers
of variable rate master demand notes must satisfy a Sub-Adviser that the
ratings are within the two highest ratings of commercial paper. (See the SAI
for further information on these ratings.)
In addition, when purchasing variable rate master demand notes, a Sub-
Adviser will consider the earning power, cash flows, and other liquidity
ratios of the issuers of the notes and will continuously monitor their
financial status and ability to meet payment on demand.
RISK FACTORS
In the event an issuer of a variable rate master demand note defaulted on
its payment obligations, a Portfolio might be unable to dispose of the note
because of the absence of a secondary market and could, for this or other
reasons, suffer a loss to the extent of the default.
WARRANTS AND RIGHTS
A warrant is a type of security that entitles the holder to buy a
proportionate amount of common stock at a specified price, usually higher than
the market price at the time of issuance, for a period of years or to
perpetuity.
In contrast, rights, which also represent the right to buy common shares,
normally have a subscription price lower than the current market value of the
common stock and a life of two to four weeks.
RISK FACTORS
Warrants and rights may be considered more speculative than certain other
types of investments because they do not entitle a holder to the dividends
or voting rights for the securities that may be purchased. They do not
represent any rights in the assets of the issuing company.
Also, the value of a warrant or right does not necessarily change with the
value of the underlying securities. A warrant or right ceases to have value
if it is not exercised prior to the expiration date.
MANAGEMENT OF THE FUND
DIRECTORS
The Board of Directors is responsible for managing the business affairs of
the Fund. It oversees the operation of the Fund by its officers. It also
reviews the management of the Portfolios' assets by the Investment Adviser and
Sub-Advisers. Information about the Directors and executive officers of the
Fund is contained in the SAI.
THE INVESTMENT ADVISER
WRL Investment Management, Inc. ("WRL Management"), located at 201 Highland
Avenue, Largo, Florida 33770-2597, serves as the Fund's Investment Adviser.
The Investment Adviser is a direct, wholly-owned subsidiary of WRL, which is a
wholly-owned subsidiary of First AUSA Life Insurance Company ("First AUSA"), a
stock life insurance company which is wholly-owned by AEGON USA, Inc. ("AEGON
USA"). AEGON USA is a financial services holding company whose primary
emphasis is on life and health insurance and annuity and investment products.
AEGON USA is a wholly-owned indirect subsidiary of AEGON nv, a Netherlands
corporation, which is a publicly traded international insurance group. The
Investment Adviser has served as the investment adviser to the Fund since
January 1, 1997. Prior to that date, WRL served as the investment adviser to
the Fund.
Subject to the supervision of the Fund's Board, the Investment Adviser is
responsible for furnishing continuous advice and recommendations to the Fund
as to the acquisition, holding or disposition of any or all of the securities
or other assets which the Portfolios may own or
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contemplate acquiring from time to time; to cause its officers to attend
meetings and furnish oral or written reports, as the Fund may reasonably
require, in order to keep the Board of Directors and appropriate officers of
the Fund fully informed as to the conditions of each investment portfolio of
the Portfolios, the investment recommendations of the Investment Adviser, and
the investment considerations which have given rise to those recommendations;
to supervise the purchase and sale of securities of the Portfolios as directed
by the appropriate officers of the Fund; and to maintain all books and records
required to be maintained by the Investment Adviser pursuant to the 1940 Act
and the rules and regulations promulgated thereunder with respect to
transactions on behalf of the Fund.
ADVISORY FEES PAID BY THE PORTFOLIOS
Subject to the supervision and direction of the Fund's Board, the Investment
Adviser is responsible for managing the Portfolios in accordance with each
Portfolio's stated investment objective and policies. As compensation for its
services to the Portfolios, the Investment Adviser receives monthly
compensation at an annual rate of a percentage of the average daily net assets
of each Portfolio. For the fiscal year ended December 31, 1997, each Portfolio
paid the Investment Adviser advisory fees of 0.80% of the average daily net
assets of such Portfolio.
The Investment Adviser has voluntarily undertaken, until at least April 30,
1999, to pay expenses on behalf of each Portfolio to the extent normal
operating expenses (including investment advisory fees but excluding interest,
taxes, brokerage fees, commissions and extraordinary charges) exceed, as a
percentage of each Portfolio's average daily net assets, 1.00%. The Investment
Adviser has voluntarily undertaken to waive a portion of the investment
advisory fees payable by the Growth Portfolio such that total investment
advisory fees payable by the Growth Portfolio will equal .775% of the average
daily net assets of the Growth Portfolio. Janus Capital has, in turn,
voluntarily undertaken to waive a portion of the sub-advisory fees payable by
the Investment Adviser to Janus Capital with respect to the Growth Portfolio
such that total sub-advisory fees payable by the Investment Adviser with
respect to the Growth Portfolio will equal .3875% of the average daily net
assets of the Growth Portfolio. For the fiscal year ended December 31, 1997,
the expenses of the Emerging Growth Portfolio, the Global Portfolio and the
Growth Portfolio, as a percentage of each Portfolio's average daily net
assets, were 0.93%, 1.00% and 0.87%, respectively.
In addition to the Investment Adviser's responsibilities discussed above,
the Investment Adviser's advisory agreement with the Fund (the "Advisory
Agreement") contemplates that the Investment Adviser, in connection with the
performance of its responsibilities under the Advisory Agreement, will enter
into sub-advisory agreements ("Sub-Advisory-Agreements") with Sub-Advisers to
provide each Portfolio with portfolio management. Under current law, every
Sub-Advisory Agreement must be submitted to and approved by shareholders and
Contract Owners of a Portfolio before the Sub-Adviser can provide investment
advice to that Portfolio. For example, if a new Sub-Adviser were retained,
shareholders and Contract Owners would be required to approve the Sub-Advisory
Agreement with that Sub-Adviser. Similarly, if a Sub-Advisory Agreement were
amended in any material respect, such amendment would generally be deemed to
result in a new contract for which shareholder and Contract Owner approval
would also be required. Moreover, in most instances when there is a change of
control of a Sub-Adviser, shareholder and Contract Owner approval is required.
The Fund's Board of Directors has determined that shareholders of each
Portfolio invest in the Fund, in part because the Investment Adviser will
select one or more Sub-Advisers best suited to achieve each Portfolio's
investment objective. The Fund's Board believes that part of a shareholder's
and Contract Owner's investment decision is a determination to have those
selections made by the Investment Adviser, a professional management
organization with personnel having substantial experience in making such
evaluations, selections and terminations.
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Under applicable law, the Fund is not generally required to hold annual
shareholders' meetings, and does not generally hold such meetings, unless
legally required to do so, in order to avoid the attendant costs. The Fund is
currently required to call a meeting of shareholders of a Portfolio whenever
it decides to employ new or additional Sub-Advisers, or to approve a new Sub-
Advisory Agreement after an "assignment," or due to a material change in Sub-
Advisory Agreement terms, with respect to such Portfolio. Given the nature of
the Fund's operations and shareholders' reasons for investing in various of
the Portfolios, such expenses are considered to provide little if any benefit
to shareholders. For these reasons, the Fund and the Investment Adviser have
applied to the SEC for an exemption from the provisions of the 1940 Act to
permit the Fund and the Investment Adviser, subject to certain conditions, to
enter into, materially amend, and terminate, and to permit Sub-Advisers to act
pursuant to, Sub-Advisory Agreements without shareholder or Contract Owner
approval (the "Proposed Sub-Advisory Selection Arrangement").
If the SEC exemption is granted, certain conditions would apply. The
conditions are intended to ensure that shareholders and Contract Owners
receive adequate disclosure about the Sub-Advisers or a decision by the
Investment Adviser and the Fund's Board of Directors to appoint a new Sub-
Adviser or to change materially the terms of a Sub-Advisory Agreement. In
addition, before a Portfolio could rely on the exemption, the Proposed Sub-
Advisory Selection Arrangement must be approved by a majority of the
outstanding voting shares of the Portfolio.
DISTRIBUTION PLAN AND DISTRIBUTION AGREEMENT
Effective January 1, 1997, the Fund adopted a Plan of Distribution pursuant
to Rule 12b-1 under the 1940 Act ("Distribution Plan") and pursuant to the
Plan, entered into a Distribution Agreement with InterSecurities, Inc.
("ISI"), whose principal office is located at 201 Highland Avenue, Largo,
Florida 33770-2597. ISI is an affiliate of the Investment Adviser, and serves
as principal underwriter for the Fund.
The expenses the Fund may pay pursuant to the Distribution Plan may include,
but are not necessarily limited to, the following: cost of printing and
mailing Fund prospectuses and statements of additional information, and any
supplements thereto to prospective Contract Owners; costs relating to
development and preparation of Fund advertisements, sales literature and
brokers' and other promotional materials describing and/or relating to the
Fund; expenses in connection with presentation of seminars and sales meetings
describing the Fund; development of consumer-oriented sales materials
describing the Fund; and expenses attributable to "distribution-related
services" provided to the Fund (e.g., salaries and benefits, office expenses,
equipment (i.e., computers, software, office equipment, etc.), training
expenses, travel costs, printing costs, supply expenses, programming time and
data center expenses, each as they relate to the promotion of the sale of Fund
shares).
Under the Distribution Plan, the Fund, on behalf of each Portfolio, is
authorized to pay to various service providers, as direct payment for expenses
incurred in connection with the distribution of a Portfolio's shares, amounts
equal to actual expenses associated with distributing a Portfolio's shares, up
to a maximum rate of 0.15% on an annualized basis of the average daily net
assets. This fee is measured and accrued daily and paid monthly.
ISI will submit to the Fund's Board for approval annual distribution
expenses with respect to a Portfolio. ISI allocates to a Portfolio
distribution expenses specifically attributable to the distribution of shares
of a Portfolio. Distribution expenses not specifically attributable to the
distribution of shares of a Portfolio are allocated among the other portfolios
of the Fund, based upon the ratio of net asset value of each Portfolio to the
net asset value of all portfolios, or such other factors as ISI deems fair and
are approved by the Fund's Board. ISI has determined that it
- 29 -
<PAGE>
will not seek payment by the Fund of distribution expenses incurred with
respect to any Portfolio during the fiscal year ending December 31, 1998.
Prior to ISI seeking reimbursement of future expenses, Contract Owners will be
notified in advance.
ADMINISTRATIVE AND TRANSFER AGENCY SERVICES
Effective January 1, 1997, the Fund entered into an Administrative Services
and Transfer Agency Agreement with WRL Investment Services, Inc. ("WRL
Services"), located at 201 Highland Avenue, Largo, Florida 33770-2597, an
affiliate of WRL Management and WRL, to furnish the Fund with administrative
services to assist the Fund in carrying out certain of its functions and
operations. Under this Agreement, WRL Services shall furnish to each
Portfolio, subject to the overall supervision of the Fund's Board,
supervisory, administrative, and transfer agency services, including
recordkeeping and reporting. WRL Services is reimbursed by the Fund monthly on
a cost incurred basis. Prior to January 1, 1997, WRL performed these services
in connection with its serving as the Fund's investment adviser.
THE SUB-ADVISERS
Each Sub-Adviser provides investment advisory assistance and portfolio
management advice to the Investment Adviser for its respective Portfolio(s).
Subject to review and supervision by the Investment Adviser and the Fund's
Board, each Sub-Adviser is responsible for the actual investment management of
its Portfolio(s) and for making decisions to buy, sell or hold any particular
security. Each Sub-Adviser also places orders to buy or sell securities on
behalf of its respective Portfolio. Each Sub-Adviser bears all of its expenses
in connection with the performance of its services, such as compensating and
furnishing office space for its officers and employees connected with
investment and economic research, trading and investment management of its
Portfolio(s). Each Sub-Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended.
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
Van Kampen American Capital Asset Management, Inc. ("Van Kampen"), located
at One Parkview Plaza, Oakbrook Terrace, IL 60181, serves as the Sub-Adviser
to the Emerging Growth Portfolio.
Van Kampen is a wholly-owned subsidiary of Van Kampen American Capital,
Inc., which in turn, is an indirect wholly-owned subsidiary of Morgan Stanley
Dean Witter & Co., a financial services company.
PORTFOLIO MANAGER
GARY M. LEWIS has served as Portfolio Manager for the Emerging Growth
Portfolio since its inception. Mr. Lewis has also served as portfolio
manager at Van Kampen for over six years and portfolio manager for the Van
Kampen American Capital Emerging Growth Fund, Inc. since April, 1989.
- 30 -
<PAGE>
JANUS CAPITAL CORPORATION
Janus Capital Corporation ("Janus Capital"), located at 100 Fillmore Street,
Denver, CO 80206, serves as the Sub-Adviser to the Growth and Global
Portfolios. Thomas H. Bailey is the President of Janus Capital. Kansas City
Southern Industries, Inc. owns approximately 83% of Janus Capital.
Janus Capital provides investment management and related services to other
mutual funds, individuals, corporate, charitable and retirement accounts. See
"Management of the Fund--The Sub-Advisers" in the SAI for a more detailed
description of the previous experience of Janus Capital as an investment
adviser.
Janus Capital may compensate Western Reserve or its affiliate for
administrative, distribution, or other services. Such compensation would be
based on assets of the Global and Growth Portfolios attributable to variable
contracts issued by Western Reserve for which these Portfolios serve as
funding vehicles.
PORTFOLIO MANAGERS
SCOTT W. SCHOELZEL has served as the Portfolio Manager for the Growth
Portfolio since January 2, 1996. Mr. Schoelzel also serves as co-portfolio
manager of other mutual funds. Mr. Schoelzel is a Vice President of Janus
Capital, where he has been employed since 1994. From 1991 to 1993, Mr.
Schoelzel was a portfolio manager with Founders Asset Management, Denver,
Colorado. Prior to 1991, he was a general partner of Ivy Lane Investments,
Denver, Colorado (a real estate investment brokerage).
HELEN YOUNG HAYES has served as Portfolio Manager of the Global Portfolio
since its inception. Ms. Hayes also serves as a portfolio manager of other
mutual funds. Ms. Hayes is also an Executive Vice President of Janus
Investment Fund and Janus Aspen Series. Ms. Hayes has been employed by
Janus Capital since 1987.
SUB-ADVISERS COMPENSATION
Janus Capital receives monthly compensation from the Investment Adviser at
the annual rate of 0.40% of the average daily net assets of the Growth
Portfolio and 0.40% of the average daily net assets of the Global Portfolio.
As stated above, Janus Capital has voluntarily undertaken to waive a portion
of the sub-advisory fees payable with respect to this Portfolio such that sub-
advisory fees payable will equal .3875% of average daily net assets. Van
Kampen receives monthly compensation at the annual rate of 0.40% of the
average daily net assets of the Emerging Growth Portfolio, less 50% of amount
of excess expenses paid by the Investment Adviser on behalf of the Emerging
Growth Portfolio pursuant to any expense limitation.
PORTFOLIO TRANSACTIONS
Each Sub-Adviser is also responsible for selecting the broker-dealers who
execute the portfolio transactions for its respective Portfolio(s). In placing
portfolio business with all dealers, the Sub-Adviser seeks best execution of
each transaction and all brokerage placement must be consistent with the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
Within these parameters, each Sub-Adviser is authorized to consider sales of
the Policies or Annuity Contracts described in the accompanying prospectus by
a broker-dealer as a factor in the selection of broker-dealers to execute
portfolio transactions. The Sub-Adviser is authorized to pay higher
commissions to brokerage firms that provide it with investment and research
information than to firms which do not provide such services, if the Sub-
Adviser determines that such commissions are reasonable in relation to the
overall services provided and the Sub-Adviser receives best execution. The
information received may be used by the Sub-Adviser in managing the assets of
other advisory and sub-advisory accounts, as well as in the management of the
assets of a Portfolio.
Sub-Advisers may also from time to time place portfolio brokerage with their
affiliates in accordance with SEC regulations.
- 31 -
<PAGE>
OTHER INFORMATION
JOINT TRADING ACCOUNTS
Subject to approval by the Fund's Board, the Growth and Global Portfolios
may transfer uninvested cash balances on a daily basis into certain joint
trading accounts. Assets in the joint trading accounts are invested in money
market instruments. All other participants in the joint trading accounts will
be other clients, including registered mutual fund clients, of Janus Capital
or its affiliates. The Growth and Global Portfolios will participate in the
joint trading accounts only to the extent that the investments of the joint
trading accounts are consistent with each Portfolio's investment policies and
restrictions. Janus Capital anticipates that the investments made by a
Portfolio through the joint trading accounts will be at least as advantageous
to the Portfolio as if the Portfolio had made such investment directly. (See
"The Sub-Advisers" in the SAI.)
PERSONAL SECURITIES TRANSACTIONS
The Fund permits "Access Persons" as defined by Rule 17j-1 under the 1940
Act to engage in personal securities transactions, subject to the terms of the
Code of Ethics and Insider Trading Policy ("Ethics Policy") that has been
adopted by the Fund's Board. Access Persons are required to follow the
guidelines established by this Ethics Policy in connection with all personal
securities transactions and are subject to certain prohibitions on personal
trading. The Fund's Sub-Advisers, pursuant to Rule 17j-1 and other applicable
laws, and pursuant to the terms of the Ethics Policy, must adopt and enforce
their own Code of Ethics and Insider Trading Policies appropriate to their
operations. Each Sub-Adviser is required to report to the Fund's Board on a
quarterly basis with respect to the administration and enforcement of such
Ethics Policy, including any violations thereof which may potentially affect
the Fund.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Portfolios are sold and redeemed at their net asset value next
determined after receipt of a purchase order or notice of redemption in proper
form. Shares are sold and redeemed without the imposition of any sales
commission or redemption charge. However, certain sales and other charges may
apply to the Contract. Such charges are described in the prospectus for the
Contract.
PREPARING FOR THE YEAR 2000
Like all financial services providers, the Fund and the Investment Adviser
utilize systems that may be affected by Year 2000 transition issues, and the
Fund relies on service providers, including the Fund's custodian and the Sub-
Adviser that also may be affected. The Fund and the Investment Adviser have
developed and are in the process of implementing a Year 2000 transition plan,
and are confirming that the Fund's service providers are also so engaged. The
resources that are being devoted to this effort are substantial. It is
difficult to predict with precision whether the amount of resources ultimately
devoted or the outcome of these efforts will have any negative impact on the
Fund or the Investment Adviser. However, as of the date of this Prospectus it
is not anticipated that Policyowners will experience negative effects on their
investment, or on the services provided in connection therewith, as a result
of Year 2000 transition implementation. The Fund and the Investment Adviser
currently anticipate that their systems will be Year 2000 compliant on or
about December 31, 1998, but there can be no assurance that the Fund or the
Investment Adviser will be successful, or that interaction with other service
providers will not impair the Fund's or the Investment Adviser's services at
that time.
- 32 -
<PAGE>
VALUATION OF SHARES
Each Portfolio's net asset value per share is ordinarily determined, once
daily, as of the close of the regular session of business on the New York
Stock Exchange ("Exchange") (usually 4:00 p.m., Eastern time), on each day the
Exchange is open.
Net asset value of a Portfolio share is computed by dividing the value of
the net assets of the Portfolio by the total number of shares outstanding in
the Portfolio.
Except for money market instruments maturing in 60 days or less, securities
held by a Portfolio are valued at market value. Securities for which market
values are not readily available are valued at fair value as determined in
good faith by the Advisers under the supervision of the Fund's Board. Money
market instruments maturing in 60 days or less are valued on the amortized
cost basis. (See the SAI for details.)
THE FUND AND ITS SHARES
The Fund was incorporated under the laws of the State of Maryland on August
21, 1985 and is registered with the SEC as an open-end, management investment
company.
The Portfolios offer their shares only for purchase by the Separate Accounts
of the Life Companies to fund benefits under variable life insurance or
variable annuity contracts issued by the Life Companies. Shares may be offered
to other life insurance companies in the future. Because the Portfolios'
shares are sold to the Separate Accounts established to receive and invest
premiums received under variable life insurance policies and purchase payments
received under the variable annuity contracts, it is conceivable that, in the
future, it may become disadvantageous for variable life insurance Separate
Accounts and variable annuity Separate Accounts to invest in the Portfolios
simultaneously. Neither the Life Companies nor the Fund currently foresees any
such disadvantages or conflicts, either to variable life insurance
policyowners or to variable annuity contract owners. After being notified by
one or more of the Life Companies of a potential or existing conflict, the
Fund's Board will determine if a material conflict exists and what action, if
any, should be taken in response thereto. Such action could include the sale
of Portfolio shares by one or more of the Separate Accounts, which could have
adverse consequences. Material conflicts could result from, for example, (1)
changes in state insurance laws, (2) changes in Federal income tax laws, or
(3) differences in voting instructions between those given by variable life
insurance policyowners and those given by variable annuity contract owners. If
the Fund's Board were to conclude that separate funds should be established
for variable life and variable annuity separate accounts, the affected Life
Companies will bear the attendant expenses, but variable life insurance
policyowners and variable annuity contract owners would no longer have the
economies of scale typically resulting from a larger combined fund.
The Fund offers a separate class of common stock for each portfolio. All
shares of a Portfolio and of each of the other portfolios of the Fund have
equal voting rights, except that only shares of a particular portfolio will be
entitled to vote on matters concerning only that portfolio. Each issued and
outstanding share of a Portfolio is entitled to one vote and to participate
equally in dividends and distributions declared by the Portfolio and, upon any
liquidation or dissolution, to participate equally in the net assets of the
Portfolio remaining after satisfaction of outstanding liabilities. The shares
of a Portfolio, when issued, will be fully paid and nonassessable, have no
preference, preemptive, conversion, exchange or similar rights, and will be
freely transferable. Shares do not have cumulative voting rights and the
holders of more than 50% of the shares of the Fund voting for the election of
directors can elect all of the directors of the Fund if they choose to do so,
and in such event holders of the remaining shares would not be able to elect
any directors.
- 33 -
<PAGE>
Only the Separate Accounts of the Life Companies may hold shares of a
Portfolio and are entitled to exercise the rights directly as described above.
If and to the extent required by law, Life Companies will vote a Portfolio's
shares held in the Separate Accounts, including the Portfolio's shares which
are not attributable to Contract Owners, at meetings of the Fund in accordance
with instructions received from persons having voting interests in the
corresponding sub-accounts of the Separate Accounts. Except as required by the
1940 Act, the Fund does not hold regular or special shareholder meetings. If
the 1940 Act or any regulation thereunder should be amended, or if present
interpretation thereof should change, and as a result it is determined that
the Life Companies are permitted to vote a Portfolio's shares in their own
right, they may elect to do so. The rights of Contract Owners are described in
more detail in the prospectuses or disclosure documents for the Annuity
Contracts.
REPORTS TO CONTRACT OWNERS
The fiscal year of each Portfolio ends on December 31 of each year. The Fund
will send to the Portfolios' Contract Owners, at least semi-annually, reports
showing a Portfolio's composition and other information. An annual report,
containing financial statements, audited by the Fund's independent
accountants, will be sent to Contract Owners each year.
CUSTODIAN AND DIVIDEND DISBURSING AGENT
Investors Bank & Trust Company, 200 Clarendon Street, 16th Floor, Boston, MA
02116, acts as Custodian and Dividend Disbursing Agent of each Portfolio's
assets.
ADDITIONAL INFORMATION
The telephone number or the address of the Fund appearing on the first page
of this Prospectus should be used for requests for additional information.
DISTRIBUTION AND TAXES
DIVIDENDS AND DISTRIBUTIONS
Each Portfolio intends to distribute substantially all of the net investment
income, if any. Dividends from investment income, if any, of a Portfolio
normally are declared and paid semi-annually in additional shares of the
Portfolio at net asset value. Distributions of net realized capital gains from
security transactions and net gains from foreign currency transactions, if
any, normally are declared and paid in additional shares of the Portfolio at
the end of the fiscal year.
TAXES
Each Portfolio has qualified and expects to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended ("Code"). As such, a Portfolio is not subject to Federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transactions, and net short-term capital gain, if any) and any net capital
gain (the excess of net long-term capital gain over net short-term capital
loss) that it distributes to its shareholders. It is a Portfolio's intention
to distribute all such income and gains.
Shares of each Portfolio are offered only to the Separate Accounts (which
are insurance company separate accounts that fund the Contract). Under the
Code, no tax is imposed on an insurance company with respect to income of a
qualifying separate account properly allocable to the value of eligible
variable annuity or variable life insurance contracts. For a discussion of the
taxation of life insurance companies and the Separate Account, as well as the
tax treatment of
- 34 -
<PAGE>
the Contract and the Contract Owners thereof, see "Certain Federal Income Tax
Consequences" included in the prospectus for the Contract.
Section 817(h) of the Code and the regulations thereunder impose
"diversification" requirements on each Portfolio. Each Portfolio intends to
comply with the diversification requirements imposed by section 817(h) of the
Code and the regulations thereunder. These requirements are in addition to the
diversification requirements imposed on a Portfolio by Subchapter M and the
1940 Act. These requirements place certain limitations on the assets of each
separate account that may be invested in securities of a single issuer, and,
because section 817(h) and the regulations thereunder treat a Portfolio's
assets as assets of the related Separate Accounts, these limitations also
apply to the Portfolio's assets that may be invested in securities of a single
issuer. Specifically, the regulations provide that, except as permitted by the
"safe harbor" described below, as of the end of each calendar quarter or
within 30 days thereafter no more than 55% of a Portfolio's total assets may
be represented by any one investment, no more than 70% by any two investments,
no more than 80% by any three investments, and no more than 90% by any four
investments.
Section 817(h) provides, as a safe harbor, that a separate account will be
treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities, and
securities of other regulated investment companies. For purposes of section
817(h), all securities of the same issuer, all interests in the same real
property project, and all interests in the same commodity are treated as a
single investment. In addition, each U.S. Government agency or instrumentality
is treated as a separate issuer, while the securities of a particular foreign
government and its agencies, instrumentalities, and political subdivisions
will be considered securities issued by the same issuer. Failure of a
Portfolio to satisfy the section 817(h) requirements would result in taxation
of the Separate Accounts, the insurance companies, the Contract, and tax
consequences to the Contract Owners thereof, other than as described in the
prospectus for the Contract.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Portfolios and its Contract Owners; see
the SAI for a more detailed discussion. Prospective Contract Owners are urged
to consult their tax advisors.
- 35 -
<PAGE>
APPENDIX A
BRIEF EXPLANATION OF RATING CATEGORIES
<TABLE>
<CAPTION>
BOND RATING EXPLANATION
----------- -----------
<S> <C> <C>
STANDARD & POOR'S AAA Highest rating; extremely strong capacity to pay
principal and interest.
CORPORATION AA High quality; very strong capacity to pay
principal and interest.
A Strong capacity to pay principal and interest;
somewhat more susceptible to the adverse effects
of changing circumstances and economic
conditions.
BBB Adequate capacity to pay principal and interest;
normally exhibit adequate protection parameters,
but adverse economic conditions or changing
circumstances more likely to lead to a weakened
capacity to pay principal and interest than for
higher rated bonds.
BB, B and Predominantly speculative with respect to the
CC, CC, C issuer's capacity to meet required interest and
principal payments. BB- lowest degree of
speculation; C- the highest degree of
speculation. Quality and protective
characteristics outweighed by large
uncertainties or major risk exposure to adverse
conditions.
D In default.
<CAPTION>
PLUS (+) OR MINUS (-)--The ratings from "AA" to "BBB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
UNRATED--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
<S> <C> <C>
MOODY'S INVESTORS Aaa Highest quality, smallest degree of investment
risk.
SERVICE, INC. Aa High quality; together with Aaa bonds, they
compose the high-grade bond group.
A Upper-medium grade obligations; many favorable
investment attributes.
Baa Medium-grade obligations; neither highly
protected nor poorly secured. Interest and
principal appear adequate for the present but
certain protective elements may be lacking or
may be unreliable over any great length of time.
Ba More uncertain, with speculative elements.
Protection of interest and principal payments
not well safeguarded during good and bad times.
B Lack characteristics of desirable investment;
potentially low assurance of timely interest and
principal payments or maintenance of other
contract terms over time.
Caa Poor standing, may be in default, elements of
danger with respect to principal or interest
payments.
Ca Speculative in a high degree; could be in
default or have other marked short-comings.
C Lowest-rated; extremely poor prospects of ever
attaining investment standing.
</TABLE>
UNRATED--Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.
Should no rating be assigned, the reason may be one of the following:
1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not
published in Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonably up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.
A-1
<PAGE>
WRL SERIES FUND, INC.
EMERGING GROWTH PORTFOLIO
GLOBAL PORTFOLIO
GROWTH PORTFOLIO
201 HIGHLAND AVENUE
LARGO, FLORIDA 33770-2597
TELEPHONE (319) 398-8511
INVESTMENT ADVISER:
WRL Investment Management, Inc. 201 Highland Avenue Largo, FL 33770-2597
SUB-ADVISERS:
Janus Capital Corporation 100 Fillmore Street Denver, CO 80206
Van Kampen American Capital Asset
Management, Inc. One Parkview Plaza
Oakbrook Terrace, IL 60181
CUSTODIAN:
Investors Bank & Trust Company 200 Clarendon Street 16th Floor Boston, MA
02116
INDEPENDENT ACCOUNTANTS:
Price Waterhouse LLP 1055 Broadway Kansas City, MO 64105
TRANSFER AGENT:
WRL Investment Services, Inc. 201 Highland Avenue Largo, FL 33770-2597
DISTRIBUTOR:
InterSecurities, Inc. 201 Highland Avenue Largo, FL 33770-2597
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN
OFFER TO ANY PERSON IN ANY STATE OR JURISDICTION OF THE UNITED STATES OR ANY
COUNTRY WHERE SUCH OFFER WOULD BE UNLAWFUL.
<PAGE>
WRL SERIES FUND, INC.
EMERGING GROWTH PORTFOLIO
GLOBAL PORTFOLIO
GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus but supplements
and should be read in conjunction with the Prospectus for the Emerging Growth
Portfolio, Global Portfolio and Growth Portfolio of the WRL Series Fund, Inc.
(the "Fund"). A copy of the Prospectus may be obtained by writing PFL Life
Insurance Company, Administrative and Service Office, Financial Markets
Division--Variable Annuity Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa
52499 or by calling (800) 525-6205.
-------------------------------------------------
Investment Adviser:
WRL INVESTMENT MANAGEMENT, INC.
Sub-Advisers:
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
JANUS CAPITAL CORPORATION
-------------------------------------------------
The date of the Prospectus to which this Statement of Additional Information
relates and the date of this Statement of Additional Information is May 1,
1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE IN THIS STATEMENT OF CROSS-REFERENCE TO
ADDITIONAL INFORMATION PAGE IN PROSPECTUS
------------------------- ------------------
<S> <C> <C>
INVESTMENT OBJECTIVES AND POLICIES 3 7-10
Investment Restrictions........... 3 10
Emerging Growth Portfolio....... 3 8
Global Portfolio................ 4 9
Growth Portfolio................ 6 10
Investment Policies............... 8 10
Lending......................... 8 12
Borrowing....................... 9 12
Foreign Securities.............. 9 19
Foreign Exchange Transactions... 9 21
Repurchase and Reverse
Repurchase Agreements.......... 10 17
U.S. Government Securities...... 10 18
Non-Investment Grade Debt Secu-
rities......................... 11 26
Convertible Securities.......... 11 16
Investments in Futures, Options
and Other
Derivative Instruments......... 12 21
Zero Coupon, Pay-In-Kind and
Step Coupon Securities......... 24 26
Warrants and Rights............. 25 27
Pass-Through Securities......... 26 24
Mortgage-Backed Securities...... 26 24
Asset-Backed Securities......... 27 24
Other Income Producing Securi-
ties........................... 27 N/A
Illiquid and Restricted/144A Se-
curities....................... 27 23
Other Investment Companies...... 28 12
Bank and Thrift Obligations..... 28 18
Management of the Fund............ 30 27
Directors and Officers.......... 30 27
The Investment Adviser.......... 32 27
Service Plans................... 34 30
The Sub-Advisers................ 35 30
Joint Trading Accounts.......... 36 32
Portfolio Transactions and Broker-
age.............................. 36 31
Portfolio Turnover.............. 36 11
Placement of Portfolio Broker-
age............................ 36 31
Purchase and Redemption of Shares. 39 32
Determination of Offering Price. 39 33
Net Asset Valuation............. 39 33
Calculation of Performance Related
Information...................... 39 5
Total Return.................... 39 5
Taxes............................. 40 34
Capital Stock of the Fund......... 42 33
Registration Statement............ 42 N/A
Financial Statements.............. 42 34
Other Information................. 43 32
Appendix A--Description of Portfo-
lio Securities................... A-1 N/A
</TABLE>
- 2 -
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the Emerging Growth Portfolio, Global Portfolio
and Growth Portfolio (a "Portfolio" or collectively, the "Portfolios") of the
Fund are described in the Portfolios' Prospectus. Shares of the Portfolios are
sold only to the separate accounts of Western Reserve Life Assurance Co. of
Ohio ("WRL"), PFL Life Insurance Company, an affiliate of WRL, and to separate
accounts of certain of their affiliated life insurance companies
(collectively, the "Separate Accounts") to fund benefits under certain
variable life insurance policies (the "Policies") and variable annuity
contracts (the "Annuity Contracts", or "Contracts").
As indicated in the Prospectus, each Portfolio's investment objective and,
unless otherwise noted, its investment policies and techniques, may be changed
by the Board of Directors of the Fund without approval of shareholders or
owners of the Policies or the Annuity Contracts (collectively, "Contract
Owners"). A change in the investment objective or policies of a Portfolio may
result in the Portfolio's having an investment objective or policies different
from those which a Contract Owner deemed appropriate at the time of
investment.
As indicated in the Prospectus, each Portfolio is subject to certain
fundamental policies and restrictions which may not be changed without the
approval of the holders of a majority of the outstanding voting securities of
the Portfolio. "Majority" for this purpose and under the Investment Company
Act of 1940, as amended (the "1940 Act") means the lesser of (i) 67% of the
outstanding voting securities represented at a meeting at which more than 50%
of the outstanding voting securities of a Portfolio are represented or (ii)
more than 50% of the outstanding voting securities of the Portfolio. A
complete statement of all such fundamental policies is set forth below. State
insurance laws and regulations may impose additional limitations on a
Portfolio's investments, including a Portfolio's ability to borrow, lend and
use options, futures and other derivative instruments. In addition, such laws
and regulations may require that a Portfolio's investments meet additional
diversification or other requirements.
INVESTMENT RESTRICTIONS
EMERGING GROWTH PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets purchase the
securities of any one issuer (other than Government securities as defined in
the 1940 Act) if immediately after and as a result of such purchase (a) the
value of the holdings of the Portfolio in the securities of such issuer
exceeds 5% of the value of the Portfolio's total assets, or (b) the Portfolio
owns more than 10% of the outstanding voting securities of any one class of
securities of such issuer.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of
this restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from investing in securities or other instruments backed by physical
commodities).
4. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate,
including mortgage-backed securities, or securities of companies engaged in
the real estate business).
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5. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does
not apply to purchases of commercial paper, debt securities or repurchase
agreements).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that exceed 25% of the
value of the Portfolio's total assets by reason of a decline in total assets
will be reduced within three business days to the extent necessary to comply
with the 25% limitation. This policy shall not prohibit reverse repurchase
agreements.
8. The Portfolio may not issue senior securities, except as permitted by the
1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Directors of the
Fund without shareholder or Policyowner approval:
(A) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities
sold short, provided that margin payments and other deposits in connection
with transactions in options, futures contracts and options on futures
contracts shall not be deemed to constitute selling securities short.
(B) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of transactions and that margin payments and other deposits in
connection with transactions in options, futures contracts and options on
futures contracts shall not be deemed to constitute purchasing securities on
margin.
(C) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization.
(D) The Portfolio may not mortgage or pledge any securities owned or held by
the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolio's
net assets, provided that this limitation does not apply in the case of assets
deposited to provide margin or guarantee positions in options, futures
contracts and options on futures contracts or the segregation of assets in
connection with such contracts.
(E) The Portfolio may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 Act or any other securities as to
which the Board of Directors has made a determination as to liquidity, as
permitted under the 1940 Act.
(F) The Portfolio may not invest in companies for the purpose of exercising
control or management.
(G) The Portfolio may not invest in securities of foreign issuers
denominated in foreign currency and not publicly traded in the United States
if at the time of acquisition more than 20% of the Portfolio's total assets
would be invested in such securities.
GLOBAL PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. (a) With respect to 75% of the Portfolio's assets, invest in the
securities (other than Government securities as defined in the 1940 Act) of
any one issuer if immediately thereafter,
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more than 5% of the Portfolio's total assets would be invested in securities
of that issuer; or (b) with respect to 100% of the Portfolio's assets, own
more than either (i) 10% in principal amount of the outstanding debt
securities of an issuer, or (ii) 10% of the outstanding voting securities of
an issuer, except that such restrictions shall not apply to Government
securities, bank money market instruments or bank repurchase agreements.
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services; for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of
this restriction, provided that there shall be no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances.
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall not
prevent the Portfolio from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments backed
by physical commodities).
4. Invest directly in real estate or interests in real estate; however, the
Portfolio may own debt or equity securities issued by companies engaged in
those businesses.
5. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does
not apply to purchases of commercial paper, debt securities or to repurchase
agreements).
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
7. The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that exceed 25% of the
value of the Portfolio's total assets by reason of a decline in net assets
will be reduced within three business days to the extent necessary to comply
with the 25% limitation. This policy shall not prohibit reverse repurchase
agreements or deposits of assets to margin or guarantee positions in futures,
options, swaps or forward contracts, or the segregation of assets in
connection with such contracts.
8. The Portfolio may not issue senior securities, except as permitted by the
1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Directors of the
Fund without shareholder or Policyholder approval:
(A) The Portfolio may not (i) enter into any futures contracts or options on
futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Trading Commission regulations if the
aggregate initial margin deposits and premiums required to establish positions
in futures contracts and related options that do not fall within the
definition of bona fide hedging transactions would exceed 5% of the fair
market value of the Portfolio's net assets, after taking into account
unrealized profits and losses on such contracts it has entered into and (ii)
enter into any futures contracts or options on futures contracts if the
aggregate amount of the Portfolio's commitments under outstanding futures
contracts positions and options on futures contracts would exceed the market
value of its total assets.
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<PAGE>
(B) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities
sold short and provided that transactions in options, swaps and forward
futures contracts are not deemed to constitute selling securities short.
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of transactions, provided that margin payments and other deposits in
connection with transactions in options, futures, swaps and forward contracts
shall not be deemed to constitute purchasing securities on margin.
(D) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies.
Limitations (i) and (ii) do not apply to money market funds or to securities
received as dividends, through offers of exchange, or as a result of a
consolidation, merger or other reorganization.
(E) The Portfolio may not mortgage or pledge any securities owned or held by
the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolio's
net assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to margin or guarantee positions
in futures, options, swaps or forward contracts or the segregation of assets
in connection with such contracts.
(F) The Portfolio may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 or any other securities as to which
the Board of Directors has made a determination as to liquidity, as permitted
under the 1940 Act.
(G) The Portfolio may not invest in companies for the purpose of exercising
control or management.
GROWTH PORTFOLIO
The Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than cash items and "Government
securities" as defined in the 1940 Act) if immediately after and as a result
of such purchase (a) the value of the holdings of the Portfolio in the
securities of such issuer exceeds 5% of the value of the Portfolio's total
assets, or (b) the Portfolio owns more than 10% of the outstanding voting
securities of any one class of securities of such issuer.
2. Invest more than 25% of the value of the Portfolio's assets in any
particular industry (other than Government securities).
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this restriction
shall not prevent the Portfolio from purchasing or selling options, futures
contracts, caps, floors and other derivative instruments, engaging in swap
transactions or investing in securities or other instruments backed by
physical commodities).
4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses.
5. Act as underwriter of securities issued by others, except to the extent
that it may be deemed an underwriter in connection with the disposition of
portfolio securities of the Portfolio.
6. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does
not apply to purchases of commercial paper, debt securities or to repurchase
agreements).
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<PAGE>
7. The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that exceed 25% of the
value of the Portfolio's total assets by reason of a decline in net assets
will be reduced within three business days to the extent necessary to comply
with the 25% limitation. This policy shall not prohibit reverse repurchase
agreements or deposits of assets to provide margin or guarantee positions in
connection with transactions in options, futures contracts, swaps, forward
contracts, or other derivative instruments or the segregation of assets in
connection with such transactions.
8. The Portfolio may not issue senior securities, except as permitted by
the 1940 Act.
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Directors of the
Fund without shareholder or Policyowner approval:
(A) The Portfolio may not, as a matter of non-fundamental policy: (i) enter
into any futures contracts or options on futures contracts for purposes other
than bona fide hedging transactions within the meaning of Commodity Futures
Trading Commission regulations if the aggregate initial margin deposits and
premiums required to establish positions in futures contracts and related
options that do not fall within the definition of bona fide hedging
transactions would exceed 5% of the fair market value of the Portfolio's net
assets, after taking into account unrealized profits and losses on such
contracts it has entered into and (ii) enter into any futures contracts or
options on futures contracts if the aggregate amount of the Portfolio's
commitments under outstanding futures contracts positions and options on
futures contracts would exceed the market value of its total assets.
(B) The Portfolio may not mortgage or pledge any securities owned or held by
the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolio's
net assets, provided that this limitation does not apply to reverse repurchase
agreements or in the case of assets deposited to provide margin or guarantee
positions in options, futures contracts, swaps, forward contracts or other
derivative instruments or segregation of assets in connection with such
transactions.
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities
sold short, and provided that transactions in options, futures contracts,
swaps, forward contracts and other derivative instruments are not deemed to
constitute selling securities short.
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of transactions, and provided that margin payments and other
deposits made in connection with transactions in options, futures contracts,
swaps, forward contracts, and other derivative instruments shall not be deemed
to constitute purchasing securities on margin.
(E) The Portfolio may not invest more than 15% of its net assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 or any securities for which the
Board of Directors or the Sub-Adviser, as appropriate, has made a
determination of liquidity, as permitted under the 1940 Act.
(F) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Restrictions (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers to
exchange, or as a result of reorganization, consolidation, or merger. If the
Portfolio
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<PAGE>
invests in a money market fund, the Investment Adviser will reduce its
advisory fee by the amount of any investment advisory or administrative
service fees paid to the investment manager of the money market fund.
(G) The Portfolio may not invest more than 25% of its net assets at the time
of purchase in the securities of foreign issuers and obligors.
(H) The Portfolio may not invest in companies for the purpose of exercising
control or management.
Except with respect to borrowing money, if a percentage limitation set forth
above is complied with at the time of the investment, a subsequent change in
the percentage resulting from any change in value or of a Portfolio's net
assets will not result in a violation of such restriction. State laws and
regulations may impose additional limitations on borrowing, lending and use of
options, futures, and other derivative instruments. In addition, such laws and
regulations may require a Portfolio's investments in foreign securities to
meet additional diversification and other requirements.
INVESTMENT POLICIES
This section explains certain other Portfolio policies, subject to each
Portfolio's investment restrictions. PLEASE CAREFULLY REVIEW THE "INVESTMENT
RESTRICTIONS" FOR EACH PORTFOLIO LISTED ABOVE. For a complete discussion of
each Portfolio's investment policies and restrictions, also refer to the
Portfolios' Prospectus.
LENDING
Each of the Portfolios may lend its portfolio securities subject to the
restrictions stated in this Statement of Additional Information. Under
applicable regulatory requirements (which are subject to change), the
following conditions apply to securities loans: (a) the loan must be
continuously secured by liquid assets maintained on a current basis in an
amount at least equal to the market value of the securities loaned; (b) each
Portfolio must receive any dividends or interest paid by the issuer on such
securities; (c) each Portfolio must have the right to call the loan and obtain
the securities loaned at any time upon notice of not more than five business
days, including the right to call the loan to permit voting of the securities;
and (d) each Portfolio must receive either interest from the investment of
collateral or a fixed fee from the borrower.
Securities loaned by a Portfolio remain subject to fluctuations in market
value. A Portfolio may pay reasonable finders, custodian and administrative
fees in connection with a loan. Securities lending, as with other extensions
of credit, involves the risk that the borrower may default. Although
securities loans will be fully collateralized at all times, a Portfolio may
experience delays in, or be prevented from, recovering the collateral. During
the period that the Portfolio seeks to enforce its rights against the
borrower, the collateral and the securities loaned remain subject to
fluctuations in market value. The Portfolios do not have the right to vote
securities on loan, but would terminate the loan and regain the right to vote
if it were considered important with respect to the investment. A Portfolio
may also incur expenses in enforcing its rights. If a Portfolio has sold a
loaned security, it may not be able to settle the sale of the security and may
incur potential liability to the buyer of the security on loan for its costs
to cover the purchase.
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<PAGE>
Each Portfolio may also lend (or borrow) money to other funds that are
managed by its respective Sub-Adviser, provided each Portfolio seeks and
obtains permission from the SEC. (See "Other Investment Policies And
Restrictions--Borrowing" in the Prospectus for the Portfolios).
BORROWING
Subject to its investment restrictions, each Portfolio may borrow money from
banks for temporary or emergency purposes. For a complete discussion of
borrowing, see "Other Investments Policies And Restrictions--Borrowing" in
Prospectus for the Portfolios.
FOREIGN SECURITIES
Subject to the limitations set forth above, a Portfolio may purchase certain
foreign securities. Investments in foreign securities, particularly those of
non-governmental issuers, involve considerations include:
. CURRENCY TRADING COSTS. A Portfolio incurs costs in converting foreign
currencies into U.S. dollars, and vice versa.
. DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies are
generally subject to tax laws and to accounting, auditing and financial
reporting standards, practices and requirements different from those that
apply in the U.S.
. LESS INFORMATION AVAILABLE. There is generally less public information
available about foreign companies.
. MORE DIFFICULT BUSINESS NEGOTIATIONS. A Portfolio may find it difficult
to enforce obligations in foreign countries or to negotiate favorable
brokerage commission rates.
. REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are less
liquid and their price more volatile, than securities of comparable U.S.
companies.
. SETTLEMENT DELAYS. Settling foreign securities may take longer than
settlements in the U.S.
. HIGHER CUSTODY CHARGES. Custodianship shares may cost more for foreign
securities than does for U.S. securities.
. ASSET VULNERABILITY. In some foreign countries there is a risk of direct
seizure or appropriation through taxation of assets of a Portfolio.
Certain countries may also impose limits on the removal of securities or
other assets of a Portfolio. Interest, dividends and capital gains on
foreign securities held by a Portfolio may be subject to foreign
withholding taxes.
. POLITICAL INSTABILITY. In some countries, political instability, war or
diplomatic developments could affect investments.
These risks may be greater in developing countries.
A Portfolio may also purchase American Depositary Receipts ("ADRs"), which
are dollar-denominated receipts that are generally issued by domestic banks,
and which represent the deposit with the bank of a security of a foreign
issuer. A Portfolio may also invest in American Depositary Shares ("ADSs"),
European Depositary Receipts ("EDRs") or Global Depositary Receipts ("GDRs")
and other types of receipts of shares evidencing ownership of the underlying
foreign security.
FOREIGN EXCHANGE TRANSACTIONS
To the extent a Portfolio invests directly in foreign securities, the
Portfolio will engage in foreign exchange transactions. The foreign currency
exchange market is subject to little government regulation, and such
transactions generally occur directly between parties rather
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<PAGE>
than on an exchange or in an organized market. This means that a Portfolio is
subject to the full risk of default by a counterparty in such a transaction.
Because such transactions often take place between different time zones, a
Portfolio may be required to complete a currency exchange transaction at a
time outside of normal business hours in the counterparty's location, making
prompt settlement of such transaction impossible. This exposes the Portfolio
to an increased risk that the counterparty will be unable to settle the
transaction. Although the counterparty in such transactions is often a bank or
other financial institution, currency transactions are generally not covered
by insurance otherwise applicable to such institutions. For a more detailed
explanation regarding the special risks of investing in foreign securities,
see "Portfolio Securities And Risk Factors--Foreign Securities" and "Portfolio
Securities And Risk Factors--Foreign Bank Obligations" in the Prospectus for
the Portfolios.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
Subject to a Portfolio's investment restrictions and policies, a Portfolio
may enter into repurchase or reverse repurchase agreements.
In a repurchase agreement, a Portfolio purchases a security and
simultaneously commits to resell that security to the seller at an agreed upon
price on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon incremental amount that is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value (at least equal to the amount of the agreed upon
resale price and marked-to-market daily) of the underlying security. A
Portfolio may engage in a repurchase agreement with respect to any security in
which it is authorized to invest. While it does not presently appear possible
to eliminate all risks from these transactions (particularly the possibility
of a decline in the market value of the underlying securities, as well as
delays and costs to a Portfolio in connection with bankruptcy proceedings), it
is the policy of a Portfolio to limit repurchase agreements to those parties
whose creditworthiness has been reviewed and found satisfactory by the Sub-
Adviser. (See "Repurchase and Reverse Repurchase Agreements," in the
Prospectus for the Portfolios.)
In a reverse repurchase agreement, a Portfolio sells a portfolio security to
another party, such as a bank or broker-dealer, in return for cash and agrees
to repurchase the instrument at a particular price and time. While a reverse
repurchase agreement is outstanding, the Portfolio will maintain cash and
appropriate liquid assets in a segregated custodial account to cover its
obligation under the agreement. A Portfolio will enter into reverse repurchase
agreements only with parties that the Sub-Adviser deems creditworthy.
U.S. GOVERNMENT SECURITIES
Subject to a Portfolio's investment restrictions or policies, a Portfolio
may invest in U.S. Government obligations which generally include direct
obligation of the U.S. Treasury (such as U.S. Treasury bills, notes, and
bonds) and obligations issued or guaranteed by U.S. Government agencies or
instrumentalities. Examples of the types of U.S. Government securities that
the Portfolio may hold include the Federal Housing Administration, Small
Business Administration, General Services Administration, Federal Farm Credit
Banks, Federal Intermediate Credit Banks, and Maritime Administration. U.S.
Government securities may be supported by the full faith and credit of the
U.S. Government (such as securities of the Small Business Administration); by
the right of the issuer to borrow from the U.S. Treasury (such as securities
of the Federal Home Loan Bank); by the discretionary authority of the U.S.
Government to purchase the agency's obligations (such as securities of the
Federal National Mortgage Association); or only by the credit of the issuing
agency.
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Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. Government are: Federal Land Banks; Central
Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Home Loan
Banks; Farmers Home Administration; and Federal National Mortgage Association
("FNMA").
NON-INVESTMENT GRADE DEBT SECURITIES
Subject to limitations set forth in each Portfolio's investment policies, a
Portfolio may invest its assets in debt securities below the four highest
grades ("lower grade debt securities" commonly referred to as "junk bonds"),
as determined by Moody's Investors Service, Inc. ("Moody's") (lower than Baa)
or Standard & Poor's Corporation ("S&P") (lower than BBB). Bonds or preferred
stock rated "B" or "b" by Moody's are not considered investment grade debt
securities. (See Appendix A in the Prospectus for a description of debt
securities ratings.)
Before investing in any lower-grade debt securities, a Portfolio's Sub-
Adviser will determine that such investments meet the Portfolio's investment
objective and that the lower-grade debt securities' ratings are supported by
an internal credit review, which the Sub-Adviser will conduct in each such
instance. Lower-grade debt securities usually have moderate to poor protection
of principal and interest payments, have certain speculative characteristics
and involve greater risk of default or price declines due to changes in the
issuer's creditworthiness than investment-grade debt securities. Because the
market for lower-grade debt securities may be thinner and less active than for
investment grade debt securities, there may be market price volatility for
these securities and limited liquidity in the resale market. Market prices for
lower-grade debt securities may decline significantly in periods of general
economic difficulty or rising interest rates. Through portfolio
diversification and credit analysis, investment risk can be reduced, although
there can be no assurance that losses will not occur.
The quality limitation set forth in each Portfolio's investment policies is
determined immediately after the Portfolio's acquisition of a given security.
Accordingly, any later change in ratings will not be considered when
determining whether an investment complies with the Portfolio's investment
policies.
CONVERTIBLE SECURITIES
Subject to any investment limitations set forth in a Portfolio's policies or
investment restrictions, a Portfolio may invest in convertible securities.
Convertible securities may include corporate notes or preferred stock, but
ordinarily are a long-term debt obligation of the issuer convertible at a
stated exchange rate into common stock of the issuer. As with all debt
securities, the market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest rates
decline. Convertible securities generally offer lower interest or dividend
yields than non-convertible securities of similar quality. However, when the
market price of the common stock underlying a convertible security exceeds the
conversion price, the price of the convertible security tends to reflect the
value of the underlying common stock. As the market price of the underlying
common stock declines, the convertible security tends to trade increasingly on
a yield basis, and thus may not depreciate to the same extent as the
underlying common stock.
DECS (Dividend Enhanced Convertible Stock, or Debt Exchangeable for Common
Stock, when-issued as a debt security) offer a substantial dividend advantage
with the possibility of unlimited upside potential if the price of the
underlying common stock exceeds a certain level. DECS convert to common stock
at maturity. The amount received is dependent on the price of the common stock
at the time of maturity. DECS contain two call options at different strike
prices.
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<PAGE>
The DECS participate with the common stock up to the first call price. They
are effectively capped at that point unless the common stock rises above a
second price point, at which time they participate with unlimited upside
potential.
PERCS (Preferred Equity Redeemable Stock, into an equity issue that pays a
high cash dividend, has a cap price and mandatory conversion to common stock
at maturity) offer a substantial dividend advantage, but capital appreciation
potential is limited to a predetermined level. PERCS are less risky and less
volatile than the underlying common stock because their superior income
mitigates declines when the common falls, while the cap price limits gains
when the common rises.
Convertible securities generally rank senior to common stocks in an issuer's
capital structure and are consequently higher quality and entail less risk of
declines in market value than the issuer's common stock. However, the extent
to which such risk is reduced depends in large measure upon the degree to
which the convertible security sells above its value as a fixed-income
security. In evaluating investment in a convertible security, primary emphasis
will be given to the attractiveness of the underlying common stock. The
convertible debt securities in which a Portfolio may invest are subject to the
same rating criteria as a Portfolio's investment in non-convertible debt
securities.
INVESTMENTS IN FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
The following investments are subject to limitations as set forth in each
Portfolio's investment restrictions and policies:
FUTURES CONTRACTS. A Portfolio may enter into contracts for the purchase or
sale for future delivery of equity or fixed-income securities, foreign
currencies or contracts based on financial indices, including interest rates
or indices of U.S. Government or foreign government securities or equity or
fixed-income securities ("futures contracts"). U.S. futures contracts are
traded on exchanges that have been designated "contract markets" by the
Commodity Futures Trading Commission ("CFTC") and must be executed through a
futures commission merchant ("FCM"), or brokerage firm, which is a member of
the relevant contract market. Through their clearing corporations, the
exchanges guarantee performance of the contracts as between the clearing
members of the exchange. Since all transactions in the futures market are made
through a member of, and are offset or fulfilled through a clearinghouse
associated with, the exchange on which the contracts are traded, a Portfolio
will incur brokerage fees when it buys or sells futures contracts.
When a Portfolio buys or sells a futures contract, it incurs a contractual
obligation to receive or deliver the underlying instrument (or a cash payment
based on the difference between the underlying instrument's closing price and
the price at which the contract was entered into) at a specified price on a
specified date. Transactions in futures contracts generally will not be made
other than to seek to hedge against potential changes in interest or currency
exchange rates or the prices of a security or a securities index which might
correlate with or otherwise adversely affect either the value of a Portfolio's
securities or the prices of securities which the Portfolio is considering
buying at a later date.
The buyer or seller of futures contracts is not required to deliver or pay
for the underlying instrument unless the contract is held until the delivery
date. However, both the buyer and seller are required to deposit "initial
margin" for the benefit of an FCM when the contract is entered into. Initial
margin deposits are equal to a percentage of the contract's value, as set by
the exchange on which the contract is traded, and may be maintained in cash or
certain high-grade liquid assets. If the value of either party's position
declines, that party will be required to make
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<PAGE>
additional "variation margin" payments with an FCM to settle the change in
value on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments are
similar to good faith deposits or performance bonds, unlike margin extended by
a securities broker, and initial and variation margin payments do not
constitute purchasing securities on margin for purposes of the Portfolio's
investment limitations. In the event of the bankruptcy of an FCM that holds
margin on behalf of a Portfolio, the Portfolio may be entitled to return of
margin owed to the Portfolio only in proportion to the amount received by the
FCM's other customers. The Portfolio's Sub-Adviser will attempt to minimize
the risk by careful monitoring of the creditworthiness of the FCM's with which
the Portfolio does business and by depositing margin payments in a segregated
account with the custodian when practical or otherwise required by law.
Although a Portfolio would hold cash and liquid assets in a segregated
account with a value sufficient to cover the Portfolio's open futures
obligations, the segregated assets would be available to the Portfolio
immediately upon closing out the futures position, while settlement of
securities transactions could take several days. However, because the
Portfolio's cash that may otherwise be invested would be held uninvested or
invested in liquid assets so long as the futures position remains open, the
Portfolio's return could be diminished due to the opportunity cost of
foregoing other potential investments.
The acquisition or sale of a futures contract may occur, for example, when a
Portfolio holds or is considering purchasing equity securities and seeks to
protect itself from fluctuations in prices without buying or selling those
securities. For example, if prices were expected to decrease, a Portfolio
might sell equity index futures contracts, thereby hoping to offset a
potential decline in the value of equity securities in the Portfolio by a
corresponding increase in the value of the futures contract position held by
the Portfolio and thereby preventing a Portfolio's net asset value from
declining as much as it otherwise would have. A Portfolio also could seek to
protect against potential price declines by selling portfolio securities and
investing in money market instruments. However, since the futures market is
more liquid than the cash market, the use of futures contracts as an
investment technique allows a Portfolio to maintain a defensive position
without having to sell portfolio securities.
Similarly, when prices of equity securities are expected to increase,
futures contracts may be bought to attempt to hedge against the possibility of
having to buy equity securities at higher prices. This technique is sometimes
known as an anticipatory hedge. Since the fluctuations in the value of futures
contracts should be similar to those of equity securities, a Portfolio could
take advantage of the potential rise in the value of equity securities without
buying them until the market has stabilized. At the time, the futures
contracts could be liquidated and the Portfolio could buy equity securities on
the cash market. To the extent a Portfolio enters into futures contracts for
this purpose, the assets in the segregated asset account maintained to cover
the Portfolio's obligations with respect to futures contracts will consist of
liquid assets from its portfolio in an amount equal to the difference between
the contract price and the aggregate value of the initial and variation margin
payments made by the Portfolios with respect to the futures contracts.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial margin and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between the
cash and futures markets. Second, the liquidity of the futures market depends
on participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide
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to make or take delivery, liquidity in the futures market could be reduced and
prices in the futures market distorted. Third, from the point of view of
speculators, the margin deposit requirements in the futures market are less
onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may cause
temporary price distortions. Due to the possibility of the foregoing
distortions, a correct forecast of general price trends by a Portfolio's Sub-
Adviser still may not result in a successful use of futures contracts.
Futures contracts entail risks. Although each Portfolio's Sub-Adviser
believes that use of such contracts can benefit a Portfolio, if the Sub-
Adviser's investment judgment is incorrect, a Portfolio's overall performance
could be worse than if the Portfolio had not entered into futures contracts.
For example, if a Portfolio has attempted to hedge against the effects of a
possible decrease in prices of securities held by the Portfolio and prices
increase instead, the Portfolio may lose part or all of the benefit of the
increased value of these securities because of offsetting losses in the
Portfolio's futures positions. In addition, if the Portfolio has insufficient
cash, it may have to sell securities from its portfolio to meet daily
variation margin requirements. Those sales may, but will not necessarily, be
at increased prices which reflect the rising market and may occur at a time
when the sales are disadvantageous to a Portfolio.
The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to
a Portfolio will not match exactly the Portfolio's current or potential
investments. A Portfolio may buy and sell futures contracts based on
underlying instruments with different characteristics from the securities in
which it typically invests--for example, by hedging investments in portfolio
securities with a futures contract based on a broad index of securities--which
involves a risk that the futures position will not correlate precisely with
the performance of the Portfolio's investments.
Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments correlate with a Portfolio's
investments. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instruments, and the time remaining until expiration of the contract. Those
factors may affect securities prices differently from futures prices.
Imperfect correlations between a Portfolio's investments and its futures
positions may also result from differing levels of demand in the futures
markets and the securities markets, from structural differences in how futures
and securities are traded, and from imposition of daily price fluctuation
limits for futures contracts. A Portfolio may buy or sell futures contracts
with a greater or lesser value than the securities it wishes to hedge or is
considering purchasing in order to attempt to compensate for differences in
historical volatility between the futures contract and the securities,
although this may not be successful in all cases, if price changes in a
Portfolio's futures positions are poorly correlated with its other
investments, its futures positions may fail to produce desired gains or result
in losses that are not offset by the gains in the Portfolio's other
investments.
Because futures contracts are generally settled within a day from the date
they are closed out, compared with longer settlement periods for some types of
securities, the futures markets can provide superior liquidity to the
securities markets. Nevertheless, there is no assurance a liquid secondary
market will exist for any particular futures contract at any particular time.
In addition, futures exchanges may establish daily price fluctuation limits
for futures contracts and may halt trading if a contract's price moves upward
or downward more than the limit in a given day. On volatile trading days when
the price fluctuation limit is reached, it may be impossible for a Portfolio
to enter into new positions or close out existing positions. If the secondary
market for a futures contract is not liquid because of price fluctuation
limits or otherwise, a Portfolio may not
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be able to promptly liquidate unfavorable positions and potentially be
required to continue to hold a futures position until the delivery date,
regardless of changes in its value. As a result, the Portfolio's access to
other assets held to cover its futures positions also could be impaired.
Although futures contracts by their terms call for the delivery or
acquisition of the underlying commodities or a cash payment based on the value
of the underlying commodities, in most cases the contractual obligation is
offset before the delivery date of the contract by buying, in the case of a
contractual obligation to sell, or selling, in the case of a contractual
obligation to buy, an identical futures contract on a commodities exchange.
Such a transaction cancels the obligation to make or take delivery of the
commodities.
Each Portfolio intends to comply with guidelines of eligibility for
exclusion from the definition of the term "commodity pool operator" with the
CFTC and the National Futures Association, which regulate trading in the
futures markets. Such guidelines presently require that to the extent that a
Portfolio enters into futures contracts or options on a futures position that
are not for bona fide hedging purposes (as defined by the CFTC), the aggregate
initial margin and premiums on these positions (excluding the amount by which
options are "in-the-money") may not exceed 5% of the Portfolio's net assets.
OPTIONS ON FUTURES CONTRACTS. A Portfolio may buy and write options on
futures contracts. An option on a futures contract gives the Portfolio the
right (but not the obligation) to buy or sell a futures contract at a
specified price on or before a specified date. The purchase and writing of
options on futures contracts is similar in some respects to the purchase and
writing of options on individual securities. See "Options on Securities" on
page 18. Transactions in options on futures contracts will generally not be
made other than to attempt to hedge against potential changes in interest
rates or currency exchange rates or the price of a security or a securities
index which might correlate with or otherwise adversely affect either the
value of the Portfolio's securities or the process of securities which the
Portfolio is considering buying at a later date.
The purchase of a call option on a futures contract may or may not be less
risky than ownership of the futures contract or the underlying instrument,
depending on the pricing of the option compared to either the price of the
futures contract upon which it is based or the price of the underlying
instrument. As with the purchase of futures contracts, when a Portfolio is not
fully invested it may buy a call option on a futures contract to attempt to
hedge against a market advance.
The writing of a call option on a futures contract may constitute a partial
hedge against declining prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Portfolio's
holdings. The writing of a put option on a futures contract may constitute a
partial hedge against increasing prices of the security or foreign currency
which is deliverable under, or of the index comprising, the futures contract.
If the futures price at expiration of the option is higher than the exercise
price, the Portfolio will retain the full amount of the option premium which
provides a partial hedge against any increase in the price of securities which
the Portfolio is considering buying. If a call or put option a Portfolio has
written is exercised, the portfolio will incur loss which will be reduced by
the amount of the premium it received. Depending on the degree of correlation
between change in the value of its portfolio securities and changes in the
value of the futures positions, a Portfolio's losses from existing options on
futures may to some extent be reduced or increase by changes in the value of
portfolio securities.
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The purchase of a put option on a futures contract is similar in some
respect to the purchase of protective put options on portfolio securities. For
example, a Portfolio may buy a put option on a futures contract to attempt to
hedge the Portfolio's securities against the risk of falling prices.
The amount of risk a Portfolio assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.
FORWARD CONTRACTS. A Portfolio may enter into forward foreign currency
exchange contracts ("forward currency contracts") to attempt to minimize the
risk to the Portfolio from adverse changes in the relationship between the
U.S. dollar and other currencies. A forward currency contract is an obligation
to buy or sell an amount of a specified currency for an agreed price (which
may be in U.S. dollars or a foreign currency) at a future date which is
individually negotiated between currency traders and their customers. A
Portfolio may invest in forward currency contracts with stated contract values
of up to the value of the Portfolio's assets.
A Portfolio may exchange foreign currencies for U.S. dollars and for other
foreign currencies in the normal course of business and may buy and sell
currencies through forward currency contracts in order to fix a price for
securities it has agreed to buy or sell. A Portfolio may enter into a forward
currency contract, for example, when it enters into a contract to buy or sell
a security denominated in or exposed to fluctuations in a foreign currency in
order to "lock in" the U.S. dollar price of the security ("transaction
hedge").
Additionally, when a Portfolio's Sub-Adviser believes that a foreign
currency in which portfolio securities are denominated may suffer a
substantial decline against the U.S. dollar, a Portfolio may enter into a
forward currency contract to sell an amount of that foreign currency (or a
proxy currency whose performance is expected to replicate the performance of
that currency) for U.S. dollars approximating the value of some or all of the
portfolio securities denominated in that currency (not exceeding the value of
the Portfolio's assets denominated in that currency) or by participating in
options or futures contracts with respect to the currency, or, when the
Portfolio's Sub-Adviser believes that the U.S. dollar may suffer a substantial
decline against a foreign currency for a fixed U.S. dollar amount ("position
hedge"). This type of hedge seeks to minimize the effect of currency
appreciation as well as depreciation, but does not protect against a decline
in the security's value relative to other securities denominated in the
foreign currency.
A Portfolio also may enter into a forward currency contract with respect to
a currency where the Portfolio is considering the purchase of investments
denominated in that currency but has not yet done so ("anticipatory hedge").
In any of the above circumstances a Portfolio may, alternatively, enter into
a forward currency contract with respect to a different foreign currency when
a Portfolio's Sub-Adviser believes that the U.S. dollar value of that currency
will correlate with the U.S. dollar value of the currency in which portfolio
securities of, or being considered for purchase by, the Portfolio are
denominated ("cross-hedge"). For example, if a Portfolio's Sub-Adviser
believes that a particular foreign currency may decline relative to the U.S.
dollar, a Portfolio could enter into a contract to sell that currency or a
proxy currency (up to the value of the Portfolio's assets denominated in or
exposed to that currency) in exchange for another currency that the Sub-
Adviser expects to remain stable or to appreciate relative to the U.S. dollar.
Shifting a Portfolio's currency exposure from one foreign currency to another
removes the Portfolio's opportunity to profit from increases in the value of
the original currency and involves a risk of increased losses to the Portfolio
if the Portfolio's Sub-Adviser's projection of future exchange rates is
inaccurate.
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A Portfolio also may enter into forward contracts to buy or sell at a later
date instruments in which a Portfolio may invest directly or on financial
indices based on those instruments. The market for those types of forward
contracts is developing and it is not currently possible to identify
instruments on which forward contracts might be created in the future.
A Portfolio will cover outstanding forward currency contracts by maintaining
liquid portfolio securities denominated in the currency underlying the forward
contract or the currency being hedged. To the extent that a Portfolio is not
able to cover its forward currency positions with underlying portfolio
securities, the Fund's custodian will segregate cash or other liquid assets
having a value equal to the aggregate amount of the Portfolio's commitments
under forward contracts entered into with respect to position hedges and
cross-hedges. If the value of the segregated securities declines, additional
cash or liquid assets will be segregated on a daily basis so that the value of
the account will be equal to the amount of the Portfolio's commitments with
respect to such contracts. As an alternative to maintaining all or part of the
segregated assets, a Portfolio may buy call options permitting the Portfolio
to buy the amount of foreign currency subject to the hedging transaction by a
forward sale contract or the Portfolio may buy put options permitting the
Portfolio to sell the amount of foreign currency subject to a forward buy
contract.
While forward contracts are not currently regulated by the CFTC, the CFTC
may in the future assert authority to regulate forward contracts. In such
event a Portfolio's ability to utilize forward contracts in the manner set
forth in the Prospectus may be restricted. Forward contracts will reduce the
potential gain from a positive change in the relationship between the U.S.
dollar and foreign currencies. Unforeseen changes in currency prices may
result in poorer overall performance for a Portfolio than if it had not
entered into such contracts. The use of foreign currency forward contracts
will not eliminate fluctuations in the underlying U.S. dollar equivalent value
of the proceeds of or rates of return on a Portfolio's foreign currency
denominated portfolio securities.
The matching of the increase in value of a forward contract and the decline
in the U.S. dollar equivalent value of the foreign currency denominated asset
that is the subject of the hedging transaction generally will not be precise.
In addition, a Portfolio may not always be able to enter into forward
contracts at attractive prices and accordingly may be limited in its ability
to use these contracts in seeking to hedge the Portfolio's assets.
Also, with regard to a Portfolio's use of cross-hedging transactions, there
can be no assurance that historical correlations between the movement of
certain foreign currencies relative to the U.S. dollar will continue. Thus, at
any time poor correlation may exist between movements in the exchange rates of
the foreign currencies underlying a Portfolio's cross-hedges and the movements
in the exchange rates of the foreign currencies in which the Portfolio's
assets that are subject of the cross-hedging transactions are denominated.
OPTIONS ON FOREIGN CURRENCIES. A Portfolio may buy put and call options and
may write covered put and call options on foreign currencies for hedging
purposes in a manner similar to that in which futures contracts or forward
contracts on foreign currencies may be utilized. For example, a decline in the
U.S. dollar value of a foreign currency in which portfolio securities are
denominated will reduce the U.S. dollar value of such securities, even if
their value in the foreign currency remains constant. In order to protect
against such diminutions in the value of portfolio securities, a Portfolio may
buy put options on the foreign currency. If the value of the currency
declines, the Portfolio will have the right to sell such currency for a fixed
amount in U.S. dollars and will thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have resulted.
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Conversely, when a rise in the U.S. dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Portfolio may buy call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. The purchase of an option on a foreign
currency may constitute an effective hedge against fluctuations in exchange
rates, although, in the event of exchange rate movements adverse to a
Portfolio's option position, the Portfolio could sustain losses on
transactions in foreign currency options which would require that the
Portfolio lose a portion or all of the benefits of advantageous changes in
those rates. In addition, in the case of other types of options, the benefit
to a Portfolio from purchases of foreign currency options will be reduced by
the amount of the premium and related transaction costs.
A Portfolio may write options on foreign currencies for the same types of
hedging purposes. For example, in attempting to hedge against a potential
decline in the U.S. dollar value of foreign currency denominated securities
due to adverse fluctuations in exchange rates, a Portfolio could, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the option will most likely not be exercised and the
diminution in value of portfolio securities will be offset by the amount of
the premium received.
Similarly, instead of purchasing a call option to attempt to hedge against a
potential increase in the U.S. dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the Portfolio
to hedge the increased cost up to the amount of premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium received, and
only if exchange rates move in the expected direction. If that does not occur,
the option may be exercised and the Portfolio would be required to buy or sell
the underlying currency at a loss which may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, a Portfolio
also may lose all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.
A Portfolio may write covered call options on foreign currencies. A call
option written on a foreign currency by a Portfolio is "covered" if the
Portfolio owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
foreign currency held in its portfolio. A call option is also covered if the
Portfolio has a call on the same foreign currency and in the same principal
amount as the call written if the exercise price of the call held (i) is equal
to or less than the exercise price of the call written or (ii) is greater than
the exercise price of the call written, and if the difference is maintained by
the Portfolio in cash or high-grade liquid assets in a segregated account with
the Fund's custodian.
A Portfolio may also write call options on foreign currencies for cross-
hedging purposes that may not be deemed to be covered. A call option on a
foreign currency is for cross-hedging purposes if it is not covered but is
designed to provide a hedge against a decline due to an adverse change in the
exchange rate in the U.S. dollar value of a security which the Portfolio owns
or has the right to acquire and which is denominated in the currency
underlying the option. In such circumstances, the Portfolio collateralizes the
option by maintaining segregated assets in an amount not less than the value
of the underlying foreign currency in U.S. dollars marked-to-market daily.
A Portfolio may buy or write options in privately negotiated transactions on
the types of securities and indices based on the types of securities in which
the Portfolio is permitted to invest directly. A Portfolio will effect such
transactions only with investment dealers and other financial
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institutions (such as commercial banks or savings and loan institutions)
deemed creditworthy, and only pursuant to procedures adopted by the
Portfolio's Sub-Adviser for monitoring the creditworthiness of those entities.
To the extent that an option bought or written by a Portfolio in a negotiated
transaction is illiquid, the value of an option bought or the amount of the
Portfolio's obligations under an option written by the Portfolio, as the case
may be, will be subject to the Portfolio's limitation on illiquid investments.
In the case of illiquid options, it may not be possible for the Portfolio to
effect an offsetting transaction at the time when the Portfolio's Sub-Adviser
believes it would be advantageous for the Portfolio to do so.
OPTIONS ON SECURITIES. In an effort to reduce fluctuations in net asset
value, a Portfolio may write covered put and call options and may buy put and
call options and warrants on securities that are traded on United States and
foreign securities exchanges and over-the-counter ("OTC"). A Portfolio also
may write call options that are not covered for cross-hedging purposes. A
Portfolio may write and buy options on the same types of securities that the
Portfolio could buy directly and may buy options on financial indices as
described above with respect to futures contracts. There are no specific
limitations on a Portfolio's writing and buying options on securities.
A put option gives the holder the right, upon payment of a premium, to
deliver a specified amount of a security to the writer of the option on or
before a fixed date at a predetermined price. A call option gives the holder
the right, upon payment of a premium, to call upon the writer to deliver a
specified amount of a security on or before a fixed date at a predetermined
price.
A put option written by a Portfolio is "covered" if the Portfolio (i)
maintains cash not available for investment or other liquid assets with a
value equal to the exercise price in a segregated account with its custodian
or (ii) holds a put on the same security and in the same principal amount as
the put written and the exercise price of the put hold is equal to or greater
than the exercise price of the put written. The premium paid by the buyer of
an option will reflect, among other things, the relationship of the exercise
price to the market price and the volatility of the underlying security, the
remaining term of the option, supply and demand and interest rates. A call
option written by a Portfolio is "covered" if the Portfolio owns the
underlying security covered by the call or has an absolute and immediate right
to acquire that security without additional cash consideration (or has
segregated additional cash consideration with its custodian) upon conversion
or exchange of other securities held in its portfolio. A call option is also
deemed to be covered if the Portfolio holds a call on the same security and in
the same principal amount as the call written and the exercise price of the
call hold (i) is equal to or less than the exercise price of the call written
or (ii) is greater than the exercise price of the call written if the
difference is maintained by the Portfolio in cash and high-grade liquid assets
in a segregated account with its custodian.
A Portfolio collateralizes its obligation under a written call option for
cross-hedging purposes by segregating with its custodian cash or other liquid
assets in an amount not less than the market value of the underlying security,
marked-to-market daily. A Portfolio would write a call option for cross-
hedging purposes, instead of writing a covered call option, when the premium
to be received from the cross-hedge transaction would exceed that which would
be received from writing a covered call option and the Portfolio's Sub-Adviser
believes that writing the option would achieve the desired hedge.
If a put or call option written by a Portfolio was exercised, the Portfolio
would be obligated to buy or sell the underlying security at the exercise
price. Writing a put option involves the risk of a decrease in the market
value of the underlying security, in which case the option could be exercised
and the underlying security would then be sold by the option holder to the
Portfolio at a
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higher price than its current market value. Writing a call option involves the
risk of an increase in the market value of the underlying security, in which
case the option could be exercised and the underlying security would then be
sold by the Portfolio to the option holder at a lower price than its current
market value. Those risks could be reduced by entering into an offsetting
transaction. The Portfolio retains the premium received from writing a put or
call option whether or not the option is exercised.
The writer of an option may have no control when the underlying security
must be sold, in the case of a call option, or bought, in the case of a put
option, since with regard to certain options, the writer may be assigned an
exercise notice at any time prior to the termination of the obligation.
Whether or not an option expires unexercised, the writer retains the amount of
the premium. This amount, of course, may, in the case of a covered call
option, be offset by a decline in the market value of the underlying security
during the option period. If a call option is exercised, the writer
experiences a profit or loss from the sale of the underlying security. If a
put option is exercised, the writer must fulfill the obligation to buy the
underlying security.
The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction." This is accomplished by buying an option of
the same series as the option previously written. The effect of the purchase
is that the writer's position will be canceled by the clearing corporation.
However, a writer may not effect a closing purchase transaction after being
notified of the exercise of an option. Likewise, an investor who is the holder
of an option may liquidate its position by effecting a "closing sale
transaction." This is accomplished by selling an option of the same series as
the option previously bought. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected.
Effecting a closing transaction in the case of a written call option will
permit a Portfolio to write another call option on the underlying security
with either a different exercise price or expiration date or both or, in the
case of a written put option, will permit a Portfolio to write another put
option to the extent that the exercise price thereof is secured by deposited
high-grade liquid assets. Also, effecting a closing transaction will permit
the cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other portfolio investments. If a Portfolio desires to
sell a particular security on which the Portfolio has written a call option,
the Portfolio will effect a closing transaction prior to or concurrent with
the sale of the security.
A Portfolio may realize a profit from a closing transaction if the price of
the purchase transaction is less than the premium received from writing the
option or the price received from a sale transaction is more than the premium
paid to buy the option; a Portfolio may realize a loss from a closing
transaction if the price of the purchase transaction is less than the premium
paid to buy the option. Because increases in the market of a call option will
generally reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely to be offset
in whole or in part by appreciation of the underlying security owned by the
Portfolio.
An option position may be closed out only where there exists a secondary
market for an option of the same series. If a secondary market does not exist,
it might not be possible to effect closing transactions in particular options
with the result that a Portfolio would have to exercise the options in order
to realize any profit. If a Portfolio is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or the Portfolio delivers the underlying
security upon exercise. Reasons for the absence of a liquid secondary market
may include the following: (i) there may be insufficient trading interest in
certain options, (ii) restrictions may be imposed by a national securities
exchange on which the option is traded ("Exchange") on opening or closing
transactions or both, (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular
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classes or series of options or underlying securities, (iv) unusual or
unforeseen circumstances may interrupt normal operations on an Exchange, (v)
the facilities of an Exchange or the Options Clearing Corporation ("OCC") may
not at all times be adequate to handle current trading volume, or (vi) one or
more Exchanges could, for economic or other reasons, decide or be compelled at
some future date to discontinue the trading of options (or a particular class
or series of options), in which event the secondary market on the Exchange (or
in that class or series of options) would cease to exist, although outstanding
options on that Exchange that had been issued by the OCC as a result of trades
on that Exchange would continue to be exercisable in accordance with their
terms.
A Portfolio may write options in connection with buy-and-write transactions;
that is, a Portfolio may buy a security and then write a call option against
that security. The exercise price of a call option may be below ("in-the-
money"), equal to ("at-the-money") or above ("out-of-the-money") the current
value of the underlying security at the time the option is written. Buy-and-
write transactions using in-the-money call options may be used when it is
expected that the price of the underlying security will remain flat or decline
moderately during the option period. Buy-and-write transactions using at-the-
money call options may be used when it is expected that the price of the
underlying security will remain fixed or advance moderately during the option
period. Buy-and-write transactions using out-of-the-money call options may be
used when it is expected that the premiums received from writing the call
option plus the appreciation in the market price of the underlying security up
to the exercise price will be greater than the appreciation in the price of
the underlying security alone. If the call options are exercised in such
transactions, a Portfolio's maximum gain will be the premium received by it
for writing the option, adjusted upwards or downwards by the difference
between the Portfolio's purchase price of the security and the exercise price.
If the options are not exercised and the price of the underlying security
declines, the amount of such decline will be offset by the amount of premium
received.
The writing of covered put options is similar in terms of risk and return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and a Portfolio's gain will be limited to the
premium received. If the market price of the underlying security declines or
otherwise is below the exercise price, the Portfolio may elect to close the
position or take delivery of the security at the exercise price and a
Portfolio's return will be the premium received from the put options minus the
amount by which the market price of the security is below the exercise price.
A Portfolio may buy put options to attempt to hedge against a decline in the
value of its securities. By using put options in this way, a Portfolio will
reduce any profit it might otherwise have realized in the underlying security
by the amount of the premium paid for the put option and by transaction costs.
A Portfolio may buy call options to attempt to hedge against an increase in
the price of securities that the Portfolio may buy in the future. The premium
paid for the call option plus any transaction costs will reduce the benefit,
if any, realized by a Portfolio upon exercise of the option, and, unless the
price of the underlying security rises sufficiently, the option may expire
worthless to the Portfolio.
In purchasing an option, a Portfolio would be in a position to realize a
gain if, during the option period, the price of the underlying security
increased (in the case of a call) or decreased (in the case of a put) by an
amount in excess of the premium paid and would realize a loss if the price of
the underlying security did not increase (in the case of a call) or decrease
(in the case of a put) during the period by more than the amount of the
premium. If a put or call option brought by a Portfolio were permitted to
expire without being sold or exercised, the Portfolio would lose the amount of
the premium.
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<PAGE>
Although they entitle the holder to buy equity securities, warrants on and
options to purchase equity securities do not entitle the holder to dividends
or voting rights with respect to the underlying securities, nor do they
represent any rights in the assets of the issuer of those securities.
INTEREST RATE SWAPS AND SWAP-RELATED PRODUCTS. In order to attempt to
protect the value of a Portfolio's investments from interest rate or currency
exchange rate fluctuations, a Portfolio may enter into interest rate swaps,
and may buy or sell interest rate caps and floors. A Portfolio expects to
enter into these transactions primarily to attempt to preserve a return or
spread on a particular investment or portion of its portfolio. A Portfolio
also may enter into these transactions to attempt to protect against any
increase in the price of securities the Portfolio may consider buying at a
later date. A Portfolio does not intend to use these transactions as a
speculative investment. Interest rate swaps involve the exchange by a
Portfolio with another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed rate payments.
The exchange commitments can involve payments to be made in the same currency
or in different currencies. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a contractually based
principal amount from the party selling the interest rate cap. The purchase of
an interest rate floor entitles the purchaser, to the extent that a specified
index falls below a predetermined interest rate, to receive payments of
interest on a contractually based principal amount from the party selling the
interest rate floor.
Swap and swap-related products are specialized OTC instruments and their use
involves risks specific to the markets in which they are entered into. A
Portfolio will usually enter into interest rate swaps on a net basis, i.e.,
the two payment streams are netted out, with the Portfolio receiving or
paying, as the case may be, only the net amount of the two payments. The net
amount of the excess, if any, of a Portfolio's obligations over its
entitlements with respect to each interest rate swap will be calculated on a
daily basis and an amount of cash or other liquid assets having an aggregate
net asset value of at least equal to the accrued excess will be segregated
with the Fund's custodian. If a Portfolio enters into an interest rate swap on
other than a net basis, the Portfolio would segregate assets in the full
amount accrued on a daily basis of the Portfolio's obligations with respect to
the swap. A Portfolio will not enter into any interest rate swap, cap or floor
transaction unless the unsecured senior debt or the claims-paying ability of
the other party thereto is rated in one of the three highest rating categories
of at least one nationally recognized statistical rating organization at the
time of entering into such transaction. A Portfolio's Sub-Adviser will monitor
the creditworthiness of all counterparties on an ongoing basis. If there is a
default by the other party to such a transaction, a Portfolio will have
contractual remedies pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large number
of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. The Sub-Advisers have determined
that, as a result, the swap market has become relatively liquid. Caps and
floors are more recent innovations for which standardized documentation has
not yet been developed and, accordingly, they are less liquid than swaps. To
the extent a Portfolio sells (i.e., writes) caps and floors, it will segregate
with the custodian cash or other liquid assets having an aggregate net asset
value at least equal to the full amount, accrued on a daily basis, of the
Portfolio's obligations with respect to any caps or floors.
Interest rate swap transactions are subject to limitations set forth in each
Portfolio's policies. These transactions may in some instances involve the
delivery of securities or other underlying assets by a Portfolio or its
counterparty to collateralize obligations under the swap. Under the
documentation currently used in those markets, the risk of loss with respect
to interest rate swaps
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<PAGE>
is limited to the net amount of the interest payments that a Portfolio is
contractually obligated to make. If the other party to an interest rate swap
that is not collateralized defaults, a Portfolio would risk the loss of the
net amount of the payments that the Portfolio contractually is entitled to
receive. A Portfolio may buy and sell (i.e., write) caps and floors without
limitation, subject to the segregated account requirement described above.
In addition to the instruments, strategies and risks described in this
Statement of Additional Information and in the Prospectus, there may be
additional opportunities in connection with options, futures contracts,
forward currency contracts, and other hedging techniques, that become
available as each Portfolio's Sub-Adviser develops new techniques, as
regulatory authorities broaden the range of permitted transactions and as new
instruments and techniques are developed. A Sub-Adviser may use these
opportunities to the extent they are consistent with each Portfolio's
respective investment objective and are permitted by each Portfolio's
respective investment limitations and applicable regulatory requirements.
SPECIAL INVESTMENT CONSIDERATIONS AND RISKS. The successful use of the
investment practices described above with respect to futures contracts,
options on futures contracts, forward contracts, options on securities and on
foreign currencies, and swaps and swap-related products draws upon skills and
experience which are different from those needed to select the other
instruments in which the Portfolios invest. Should interest or exchange rates
or the prices of securities or financial indices move in an unexpected manner,
a Portfolio may not achieve the desired benefits of futures, options, swaps
and forwards or may realize losses and thus be in a worse position than if
such strategies had not been used. Unlike many exchange-traded futures
contracts and options on futures contracts, there are no daily price
fluctuation limits with respect to options on currencies, forward contracts
and other negotiated or OTC instruments, and adverse market movements could
therefore continue to an unlimited extent over a period of time. In addition,
the correlation between movements in the price of the securities and
currencies hedged or used for cover will not be perfect and could produce
unanticipated losses.
A Portfolio's ability to dispose of its positions in the foregoing
instruments will depend on the availability of liquid markets in the
instruments. Markets in a number of the instruments are relatively new and
still developing, and it is impossible to predict the amount of trading
interest that may exist in those instruments in the future. Particular risks
exist with respect to the use of each of the foregoing instruments and could
result in such adverse consequences to a Portfolio as the possible loss of the
entire premium paid for an option bought by the Portfolio, the inability of
the Portfolio, as the writer of a covered call option, to benefit from the
appreciation of the underlying securities above the exercise price of the
option and the possible need to defer closing out positions in certain
instruments to avoid adverse tax consequences. As a result, no assurance can
be given that a Portfolio will be able to use those instruments effectively
for the purposes set forth above.
In connection with certain of its hedging transactions, assets must be
segregated with the Fund's custodian bank to ensure that the Portfolio will be
able to meet its obligations under these instruments. Assets held in a
segregated account generally may not be disposed of for so long as the
Portfolio maintains the positions giving rise to the segregation requirement.
Segregation of a large percentage of the Portfolio's assets could impede
implementation of the Portfolio's investment policies or the Portfolio's
ability to meet redemption requests or other current obligations.
ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS AND
FOREIGN INSTRUMENTS. Unlike transactions entered into by a Portfolio in
futures contracts, options on foreign currencies and forward contracts are not
traded on contract markets regulated by the CFTC or (with the exception of
certain foreign currency options) by the SEC. To the contrary, such
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<PAGE>
instruments are traded through financial institutions acting as market-makers,
although foreign currency options are also traded OTC. In an OTC trading
environment, many of the protections afforded to exchange participants will
not be available. For example, there are no daily price fluctuation limits,
and adverse market movements could therefore continue to an unlimited extent
over a period of time. Although the buyer of an option cannot lose more than
the amount of the premium plus related transaction costs, this entire amount
could be lost. Moreover, an option writer and a buyer or seller of futures or
forward contracts could lose amounts substantially in excess of any premium
received or initial margin or collateral posted due to the potential
additional margin and collateral requirements associated with such positions.
Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on such
exchanges. As a result, many of the protections provided to traders on
organized exchanges are available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the OCC, thereby reducing
the risk of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more readily available
than in the OTC market, potentially permitting a Portfolio to liquidate open
positions at a profit prior to exercise or expiration, or to limit losses in
the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the OTC market. For example,
exercise and settlement of such options must be made exclusively through the
OCC, which has established banking relationships in applicable foreign
countries for this purpose. As a result, the OCC may, if it determines that
foreign government restrictions or taxes would prevent the orderly settlement
of foreign currency option exercises, or would result in undue burdens on the
OCC or its clearing member, impose special procedures on exercise and
settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.
In addition, options on U.S. Government securities, futures contracts,
options on futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges and OTC in foreign countries.
Such transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or securities. The value of
such positions also could be adversely affected by (i) other complex foreign
political and economic factors, (ii) lesser availability than in the United
States of data on which to make trading decisions, (iii) delays in a
Portfolio's ability to act upon economic events occurring in foreign markets
during nonbusiness hours in the United States, (iv) the imposition of
different exercise and settlement terms and procedures and margin requirements
than in the United States, and (v) low trading volume.
ZERO COUPON, PAY-IN-KIND AND STEP COUPON SECURITIES
Subject to any limitations set forth in the policies and investment
restrictions for a Portfolio, a Portfolio may invest in zero coupon, pay-in-
kind or step coupon securities. Zero coupon and step coupon bonds are issued
and traded at a discount from their face amounts. They do not entitle the
holder to any periodic payment of interest prior to maturity or prior to a
specified date when the securities begin paying current interest. The discount
from the face amount or par value depends on the time remaining until cash
payments begin, prevailing interest rates, liquidity of
- 24 -
<PAGE>
the security and the perceived credit quality of the issuer. Pay-in-kind
securities may pay all or a portion of their interest or dividends in the form
of additional securities. Because they do not pay current income, the price of
pay-in-kind securities can be very volatile when interest rates change.
Current Federal income tax law requires holders of zero coupon securities
and step coupon securities to report the portion of the original issue
discount on such securities that accrues that year as interest income, even
though the holders receive no cash payments of interest during the year. In
order to qualify as a "regulated investment company" under the Internal
Revenue Code, each Portfolio must distribute its investment company taxable
income, including the original issue discount accrued on zero coupon or step
coupon bonds. Because a Portfolio will not receive cash payments on a current
basis in respect of accrued original-issue discount on zero coupon bonds or
step coupon bonds during the period before interest payments begin, in some
years a Portfolio may have to distribute cash obtained from other sources in
order to satisfy the distribution requirements under the Code. A Portfolio
might obtain such cash from selling other portfolio holdings. These actions
are likely to reduce the assets to which a Portfolio's expenses could be
allocated and to reduce the rate of return for the Portfolio. In some
circumstances, such sales might be necessary in order to satisfy cash
distribution requirements even though investment considerations might
otherwise make it undesirable for the Portfolio to sell the securities at the
time.
Generally, the market prices of zero coupon, step coupon and pay-in-kind
securities are more volatile than the prices of securities that pay interest
periodically and in cash and are likely to respond to changes in interest
rates to a greater degree than other types of debt securities having similar
maturities and credit quality.
WARRANTS AND RIGHTS
Subject to its investment limitations, a Portfolio may invest in warrants
and rights. Warrants are, in effect, longer-term call options. They give the
holder the right to purchase a given number of shares of a particular company
at specified prices, usually higher than the market price at the time of
issuance, for a period of years or to perpetuity. The purchaser of a warrant
expects the market price of the security will exceed the purchase price of the
warrant plus the exercise price of the warrant, thus giving him a profit. Of
course, because the market price may never exceed the exercise price before
the expiration date of the warrant, the purchaser of the warrant risks the
loss of the entire purchase price of the warrant. Warrants generally trade in
the open market and may be sold rather than exercised. Warrants are sometimes
sold in unit form with other securities of an issuer. Units of warrants and
common stock may be employed in financing young unseasoned companies. The
purchase price of a warrant varies with the exercise price of the warrant, the
current market value of the underlying security, the life of the warrant and
various other investment factors.
In contrast, rights, which also represent the right to buy common shares,
normally have a subscription price lower than the current market value of the
common stock and a life of two to four weeks.
Warrants and rights may be considered more speculative than certain other
types of investments in that they do not entitle a holder to dividends or
voting rights with respect to the securities which may be purchased, nor do
they represent any rights in the assets of the issuing company. Also, the
value of a warrant does not necessarily change with the value of the
underlying securities and a warrant ceases to have value if it is not
exercised prior to the expiration date.
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<PAGE>
PASS-THROUGH SECURITIES
Subject to a Portfolio's investment restrictions and policies, a Portfolio
may invest its net assets in various types of pass-through securities, such as
mortgage-backed securities, asset-backed securities and participation
interests. A pass-through security is a share or certificate of interest in a
pool of debt obligations that have been repackaged by an intermediary, such as
a bank or broker-dealer. The purchaser receives an undivided interest in the
underlying pool of securities. The issuers of the underlying securities make
interest and principal payments to the intermediary which are passed through
to purchasers, such as the Portfolio. The most common type of pass-through
securities are mortgage-backed securities. GNMA Certificates are mortgage-
backed securities that evidence an undivided interest in a pool of mortgage
loans. GNMA Certificates differ from traditional bonds in that principal is
paid back monthly by the borrowers over the term of the loan rather than
returned in a lump sum at maturity. A Portfolio will generally purchase
"modified pass-through" GNMA Certificates, which entitle the holder to receive
a share of all interest and principal payments paid and owned on the mortgage
pool, net of fees paid to the Issuer and GNMA, regardless of whether or not
the mortgagor actually makes the payment. GNMA Certificates are backed as to
the timely payment of principal and interest by the full faith and credit of
the U.S. Government.
The Federal Home Loan Mortgage Corporation ("FHLMC") issues two types of
mortgage pass-through securities: mortgage participation certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA Certificates
in that each PC represents a pro rata share of all interest and principal
payments made and owned on the underlying pool. FHLMC guarantees timely
payments of interest on PCs and the full return of principal. GMCs also
represent a pro rata interest in a pool of mortgages. However, these
instruments pay interest semi-annually and return principal once a year in
guaranteed minimum payments. This type of security is guaranteed by FHLMC as
to timely payment of principal and interest, but is not backed by the full
faith and credit of the U.S. Government.
FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates"). FNMA Certificates resemble GNMA Certificates in that each FNMA
Certificate represents a pro rata share of all interest and principal payments
made and owned on the underlying pool. This type of security is guaranteed by
FNMA as to timely payment of principal and interest, but it is not backed by
the full faith and credit of the U.S. Government.
MORTGAGE-BACKED SECURITIES
A Portfolio may invest in mortgage-backed securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities, or institutions such
as banks, insurance companies, and savings and loans. Some of these
securities, such as Government National Mortgage Association ("GNMA")
certificates, are backed by the full faith and credit of the U.S. Treasury
while others, such as Federal Home Loan Mortgage Corporation ("Freddie Mac")
certificates, are not.
Mortgage-backed securities represent interests in a pool of mortgages.
Principal and interest payments made on the mortgages in the underlying
mortgage pool are passed through to the Portfolio. These securities are often
subject to more rapid repayment than their stated maturity dates would
indicate as a result of principal prepayments on the underlying loans. This
can result in significantly greater price and yield volatility than with
traditional fixed income securities. During periods of declining interest
rates, prepayments can be expected to accelerate which will shorten these
securities weighted average life and may lower their return. Conversely, in a
rising interest rate environment, a declining prepayment rate will extend the
weighted average life of
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<PAGE>
these securities which generally would cause their values to fluctuate more
widely in response to changes.
The value of these securities also may change because of changes in the
market's perception of the creditworthiness of the federal agency or private
institution that issued them. In addition, the mortgage securities market in
general may be adversely affected by changes in governmental regulation or tax
policies.
ASSET-BACKED SECURITIES
Asset-backed securities represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as pass-
through securities. Interest and principal payments ultimately depend on
payment of the underlying loans by individuals, although the securities may be
supported by letters of credit or other credit enhancements. The underlying
assets (e.g., loans) are subject to prepayments which shorten the securities'
weighted average life and may lower their returns. If the credit support or
enhancement is exhausted, losses or delays in payment may result if the
required payments of principal and interest are not made. The value of these
securities also may change because of changes in the market's perception of
the creditworthiness of the servicing agent for the pool, the originator of
the pool, or the financial institution providing the credit support or
enhancement. A Portfolio will invest its assets in asset-backed securities
subject to any limitations set forth in its investment policies or
restrictions.
OTHER INCOME PRODUCING SECURITIES
Subject to each Portfolio's investment restrictions and policies, other
types of income producing securities that a Portfolio may purchase include,
but are not limited to, the following types of securities:
Variable and floating rate obligations. These types of securities are
relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at
specified intervals prior to maturity.
Standby Commitments. These instruments, which are similar to a put, give
a Portfolio the option to obligate a broker, dealer or bank to repurchase a
security held by the Portfolio at a specified price.
Tender option bonds. Tender option bonds are relatively long-term bonds
that are coupled with the agreement of a third party (such as a broker,
dealer or bank) to grant the holders of such securities the option to
tender the securities to the institution at periodic intervals.
Inverse floaters. Inverse floaters are instruments whose interest bears
an inverse relationship to the interest rate on another security. A
Portfolio will not invest more than 5% of its assets in inverse floaters.
See "Debt Securities And Fixed-Income Investing," in the Prospectus for a
description of risks involved with these securities.
A Portfolio will purchase instruments with demand features, standby
commitments and tender option bonds primarily for the purpose of increasing
the liquidity of its portfolio. (See Appendix A in this Statement of
Additional Information regarding income producing securities in which a
Portfolio may invest.)
ILLIQUID AND RESTRICTED/144A SECURITIES
A Portfolio may invest up to 15% of its net assets in illiquid securities
(i.e., securities that are not readily marketable).
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<PAGE>
In recent years, a large institutional market has developed for certain
securities that are not registered under the Securities Act of 1933 ("1933
Act"). Institutional investors generally will not seek to sell these
instruments to the general public, but instead will often depend on an
efficient institutional market in which such unregistered securities can
readily be resold or on an issuer's ability to honor a demand for repayment.
Therefore, the fact that there are contractual or legal restrictions on resale
to the general public or certain institutions is not dispositive of the
liquidity of such investments.
Rule 144A under the 1933 Act established a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted
securities that might develop as a result of Rule 144A could provide both
readily ascertainable values for restricted securities and the ability to
liquidate an investment in order to satisfy share redemption orders. An
insufficient number of qualified institutional buyers interested in purchasing
a Rule 144A-eligible security held by a Portfolio could, however, adversely
affect the marketability of such portfolio security and the Portfolio might be
unable to dispose of such security promptly or at reasonable prices.
The Fund's Board of Directors has authorized each Portfolio's Sub-Adviser to
make liquidity determinations with respect to Rule 144A securities in
accordance with the guidelines established by the Board of Directors. Under
the guidelines, the Portfolio's Sub-Adviser will consider the following
factors in determining whether a Rule 144A security is liquid: 1) the
frequency of trades and quoted prices for the security; 2) the number of
dealers willing to purchase or sell the security and the number of other
potential purchasers; 3) the willingness of dealers to undertake to make a
market in the security; and 4) the nature of the marketplace trades, including
the time needed to dispose of the security, the method of soliciting offers
and the mechanics of the transfer. The sale of illiquid securities often
requires more time and results in higher brokerage charges or dealer discounts
and other selling expenses than does the sale of securities eligible for
trading on national securities exchanges or in the OTC markets. The Portfolio
may be restricted in its ability to sell such securities at a time when a
Portfolio's Sub-Adviser deems it advisable to do so. In addition, in order to
meet redemption requests, a Portfolio may have to sell other assets, rather
than such illiquid securities, at a time which is not advantageous.
OTHER INVESTMENT COMPANIES
In accordance with certain provisions of the 1940 Act, a Portfolio may
invest up to 10% of its total assets, calculated at the time of purchase, in
the securities of money market funds, which are investment companies. The 1940
Act also provides that a Portfolio generally may not invest (i) more than 5%
of its total assets in the securities of any one investment company or (ii) in
more than 3% of the voting securities of any other investment company. A
Portfolio will indirectly bear its proportionate share of any investment
advisory fees and expenses paid by the funds in which it invests, in addition
to the investment advisory fee and expenses paid by the Portfolio. However, if
the Growth or Global Portfolio invests in a Janus money market fund, Janus
Capital will remit to such Portfolio the fees it receives from the Janus money
market fund to the extent such fees are based on the Portfolio's assets.
BANK AND THRIFT OBLIGATIONS
Bank and thrift obligations in which a Portfolio may invest are limited to
dollar-denominated certificates of deposit, time deposits and bankers'
acceptances issued by bank or thrift institutions. Certificates of deposit are
short-term, unsecured, negotiable obligations of commercial banks and thrift
institutions. Time deposits are non-negotiable deposits maintained in bank or
thrift institutions for specified periods of time at stated interest rates.
Bankers' acceptances are negotiable time drafts drawn on commercial banks
usually in connection with international transactions.
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<PAGE>
Bank and thrift obligations in which the Portfolio invests may be, but are
not required to be, issued by institutions that are insured by the Federal
Deposit Insurance Corporation (the "FDIC"). Bank and thrift institutions
organized under Federal law are supervised and examined by Federal authorities
and are required to be insured by the FDIC. Institutions organized under state
law are supervised and examined by state banking authorities but are insured
by the FDIC only if they so elect. State institutions insured by the FDIC are
subject to Federal examination and to a substantial body of Federal law
regulation. As a result of Federal and state laws and regulations, federally
insured bank and thrift institutions are, among other things, generally
required to maintain specified levels of reserves and are subject to other
supervision and regulation designed to promote financial soundness.
Obligations of foreign branches of domestic banks and of United Kingdom
branches of foreign banks may be general obligations of the parent bank in
addition to the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are subject to
different risks than are those of domestic banks or domestic branches of
foreign banks. These risks include foreign economic and political
developments, foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign exchange
controls and foreign withholding and other taxes on interest income. Foreign
branches of domestic banks and United Kingdom branches of foreign banks are
not necessarily subject to the same or similar regulatory requirements that
apply to domestic banks, such as mandatory reserve requirements, loan
limitations and accounting, auditing and financial recordkeeping requirements.
In addition, less information may be publicly available about a foreign branch
of a domestic bank or about a foreign bank than about a domestic bank.
Certificates of deposit issued by wholly-owned Canadian subsidiaries of
domestic banks are guaranteed as to repayment of principal and interest (but
not as to sovereign risk) by the domestic parent bank.
Obligations of domestic branches of foreign banks may be general obligations
of the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by governmental regulation as well as
governmental action in the country in which the foreign bank has its head
office. A domestic branch of a foreign bank with assets in excess of $1
billion may or may not be subject to reserve requirements imposed by the
Federal Reserve System or by the state in which the branch is located if the
branch is licensed by that state. In addition, branches licensed by the
Comptroller of the Currency and branches licensed by certain states ("State
Branches") may or may not be required to: (i) pledge to the regulator, by
depositing assets with a designated bank within the state, an amount of its
assets equal to 5% of its total liabilities; and (ii) maintain assets within
the state in an amount equal to a specified percentage of the aggregate amount
of liabilities of the foreign bank payable at or through all of its agencies
or branches within the state. The deposits of State Branches may not
necessarily be insured by the FDIC.
A Portfolio may purchase obligations, or all or a portion of a package of
obligations, of smaller institutions that are Federally insured, provided the
obligation of any single institution does not exceed the Federal insurance
coverage of the obligation, presently $100,000.
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<PAGE>
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The directors and executive officers of the Fund and their principal
occupations for at least the last five years are set forth below:
<TABLE>
<CAPTION>
NAME, RELATIONSHIP WITH PRINCIPAL OCCUPATION
THE FUND, AND ADDRESS (1) PAST FIVE YEARS
- ------------------------- --------------------
<S> <C>
PETER R. BROWN Chairman of the Board, Peter Brown Construction Company
(DOB 5/10/28) (construction contractors and engineers), Largo,
Director Florida (1963 - present); Trustee of IDEX Series Fund;
1475 South Belcher Road former Trustee of IDEX Fund, IDEX II Series Fund and
Largo, Florida 33771 IDEX Fund 3; Rear Admiral (Ret.) U.S. Navy Reserve,
Civil Engineer Corps.
CHARLES C. HARRIS Retired (1988 - present); Senior Vice President,
(DOB 7/15/30) Treasurer (1966 - 1988), Western Reserve Life Assurance
Director Co. of Ohio; Vice President, Treasurer (1968 - 1988),
35 Winston Drive Director (1968 -1987), Pioneer Western Corporation;
Clearwater, Florida Vice President of the Fund (1986 to December, 1990);
33756 Trustee of IDEX Series Fund; former Trustee of IDEX
Fund; IDEX II Series Fund and IDEX Fund 3.
RUSSELL A. KIMBALL, Jr. General Manager, Sheraton Sand Key Resort (resort
(DOB 8/17/44) hotel), Clearwater, Florida (1975 - present).
Director
1160 Gulf Boulevard
Clearwater Beach, Flor-
ida 33767
JOHN R. KENNEY Chairman of the Board of Directors (1982 - present),
(DOB 2/8/38) Chief Executive Officer (1982 - present), President
Chairman of the Board of (1978 - 1987 and December, 1992 - present), Director
Directors and President (1978 - present), Western Reserve Life Assurance Co. of
(2) Ohio; Chairman of the Board of Directors (September
1996 - present), President (September 1997 - present),
WRL Investment Management, Inc. (investment adviser),
Largo, Florida; Chairman of the Board of Directors
(September, 1996 - present), WRL Investment Services,
Inc., Largo, Florida; Director, (February, 1997 -
present) AEGON Asset Management Services, Inc. Largo,
Florida; Chairman of the Board of Directors and Chief
Executive Officer (1988 - February, 1991), President
(1988 - 1989), Director (1976 - February, 1991),
Executive Vice President (1972 - 1988), Pioneer Western
Corporation (financial services), Largo, Florida;
President and Director (1985 - September, 1990) and
Director (December, 1990 - present), Idex Management,
Inc. (investment adviser), Largo, Florida; Trustee
(1987 - September, 1996), Chairman (December, 1989 -
September, 1990 and November, 1990 - September, 1996)
and President and Chief Executive Officer (November,
1986 - September, 1990), IDEX Fund, IDEX II Series Fund
and IDEX Fund 3; Trustee and Chairman (September,
1996 - present) of IDEX Series Fund, (investment
companies), all of Largo, Florida.
</TABLE>
- 30 -
<PAGE>
<TABLE>
<CAPTION>
NAME, RELATIONSHIP WITH PRINCIPAL OCCUPATION
THE FUND, AND ADDRESS (1) PAST FIVE YEARS
- ------------------------- --------------------
<S> <C>
G. JOHN HURLEY Executive Vice President (June 1993 - present), Chief
(DOB 9/12/48) Operating Officer (March, 1994 - January, 1997) Western
Director and Executive Reserve Life Assurance Co. of Ohio; Director
Vice President (2) (September, 1996 - present), WRL Investment Management,
Inc. (investment adviser), Largo, Florida; Director
(September, 1996 - present), WRL Investment Services,
Inc., Largo, Florida; Director, President and Chief
Executive Officer, AEGON Asset Management Services,
Inc. (February, 1997 - present), Largo, Florida;
President and Chief Executive Officer (September,
1990 - September, 1996), Trustee (June, 1990 -
September, 1996) and Executive Vice President (June,
1988 - September, 1990) of IDEX Fund, IDEX II Series
Fund and IDEX Fund 3 (investment companies); Trustee,
President and Chief Financial Officer (September,
1996 - present) of IDEX Series Fund; President, Chief
Executive Officer and Director of InterSecurities, Inc.
(May, 1988 - present); Assistant Vice
President of AEGON USA Managed Portfolios, Inc.
(September, 1991 - August, 1992); Vice President of
Pioneer Western Corporation (May, 1988 -February, 1991)
(financial services), all of Largo, Florida.
ALLAN J. HAMILTON Vice President and Controller (1987 - present),
(DOB 11/26/56) Treasurer (February, 1997 - present), Assistant Vice
Treasurer, Principal Fi- President and Assistant Controller (1983 - 1987),
nancial Officer (2) Western Reserve Life Assurance Co. of Ohio; Vice
President and Controller (1988 - February, 1991),
Pioneer Western Corporation (financial services), all
of Largo, Florida.
ALAN M. YAEGER Executive Vice President (June, 1993 - present), Chief
(DOB 10/21/46) Financial Officer (December, 1995 - present), Senior
Executive Vice President Vice President (1981 - June, 1993) and Actuary (1972 -
(2) present), Western Reserve Life Assurance Co. of Ohio;
Director (September, 1996 - present), WRL Investment
Management, Inc., (investment adviser) Largo, Florida;
Director (September, 1996 - present) WRL Investment
Services, Inc., Largo, Florida.
THOMAS E. PIERPAN Assistant Secretary (March, 1995 - December, 1997) of
(DOB 10/18/43) WRL Series Fund, Inc; Vice President, Counsel and
Secretary, Vice Presi- Secretary (December, 1997 - present) of IDEX Series
dent, and Associate Gen- Fund (mutual fund); Assistant Vice President, Counsel
eral Counsel (1,2) and Assistant Secretary (November, 1997 - present) of
InterSecurities, Inc. (broker-dealer); Associate
General Counsel and Assistant Secretary (September,
1996 - present) of WRL Investment Services, Inc.;
Associate General Counsel and Assistant Secretary
(September, 1996 - present) of WRL Investment
Management, Inc. (investment adviser); Vice President
(November, 1993 - present), Associate General Counsel
(February, 1995 - present), Assistant Secretary
(February, 1995 - present), Assistant Vice President
(November, 1992 - November, 1993) of Western Reserve
Life Assurance Co. of Ohio (life insurance company).
</TABLE>
- --------
(1) The principal business address of each person listed, unless otherwise
indicated, is Western Reserve Life Assurance Co. of Ohio, P.O. Box 5068,
Clearwater, Florida.
(2) Interested person as defined in the 1940 Act and affiliated person of
Investment Adviser.
- 31 -
<PAGE>
The Fund pays no salaries or compensation to any of its officers, all of
whom are employees of WRL. The Fund pays an annual fee of $6,000 to each
Director who is not affiliated with the Investment Adviser or the Sub-Adviser.
Each Director also receives $500, plus expenses, per each regular and special
Board meeting attended. For the year ended December 31, 1997, the Emerging
Growth Portfolio paid Directors' fees and expenses of $5,000; the Global
Portfolio paid $5,000; and the Growth Portfolio paid $8,000, respectively. The
following table provides compensation amounts paid to disinterested Directors
of the Fund for the fiscal year ended December 31, 1997.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
AGGREGATE BENEFITS
COMPENSATION FROM ACCRUED AS TOTAL COMPENSATION PAID TO
WRL PART OF DIRECTORS FROM WRL SERIES
NAME OF PERSON, POSITION SERIES FUND, INC. FUND EXPENSES* FUND, INC. AND IDEX SERIES FUND
- ------------------------ ----------------- -------------- -------------------------------
<S> <C> <C> <C>
Peter R. Brown, Director $10,000 $0 $32,500
Charles C. Harris, Di-
rector $10,000 0 $32,500
Russell A. Kimball, Jr.,
Director $10,000 0 $10,000
</TABLE>
- --------
* The Plan became effective January 1, 1996.
Commencing on January 1, 1996, a non-qualified deferred compensation plan
(the "Plan") became available to directors who are not interested persons of
the Fund. Under the Plan, compensation may be deferred that would otherwise be
payable by the Fund or IDEX Series Fund, to a disinterested Director or
Trustee on a current basis for services rendered as director. Deferred
compensation amounts will accumulate based on the value of Class A shares of a
portfolio of the IDEX Series Fund (without imposition of sales charge), as
elected by the director. It is not anticipated that the Plan will have any
impact on the Fund.
As of March 1, 1998, the Directors and officers of the Fund beneficially
owned in the aggregate less than 1% of the Fund's shares through ownership of
Policies and Annuity Contracts indirectly invested in the Fund. The Board of
Directors has established an Audit Committee consisting of Messrs. Brown,
Harris and Kimball.
THE INVESTMENT ADVISER
The information that follows supplements the information provided about the
Investment Adviser under the caption "Management of the Fund--The Investment
Adviser" in the Prospectus.
WRL Investment Management, Inc. ("WRL Management" or the "Investment
Adviser") serves as the investment adviser to the Portfolio pursuant to an
Investment Advisory Agreement dated January 1, 1997 with the Fund. The
Investment Adviser is a direct, wholly-owned subsidiary of WRL, which is a
wholly-owned subsidiary of First AUSA Life Insurance Company ("First AUSA"), a
stock life insurance company which is wholly-owned by AEGON USA, Inc. ("AEGON
USA"). AEGON USA is a financial services holding company whose primary
emphasis is on life and health insurance and annuity and investment products.
AEGON USA is a wholly-owned indirect subsidiary of AEGON nv, a Netherlands
corporation, which is a publicly traded international insurance group. Prior
to January 1, 1997, WRL served as investment adviser to the Fund.
The Investment Advisory Agreement was approved by the Fund's Board of
Directors, including a majority of the Directors who are not "interested
persons" of the Fund (as defined in the 1940 Act), on October 3, 1996 and by
the shareholders of each Portfolio on December 16, 1996.
- 32 -
<PAGE>
The Investment Advisory Agreement provides that it will continue in effect for
an initial term ending January 1, 1999, and from year to year thereafter, if
approved annually (a) by the Board of Directors of the Fund or by a majority
of the outstanding shares of each Portfolio, and (b) by a majority of the
Directors who are not parties to such contract or "interested persons" of any
such party. The Investment Advisory Agreement may be terminated without
penalty on 60 days' written notice at the option of either party or by the
vote of the shareholders of a Portfolio and terminates automatically in the
event of its assignment (within the meaning of the 1940 Act).
While the Investment Adviser is at all times subject to the direction of the
Board of Directors of the Fund, the Investment Advisory Agreement provides
that the Investment Adviser, subject to review by the Board of Directors, is
responsible for the actual management of each Portfolio and has responsibility
for making decisions to buy, sell or hold any particular security. The
Investment Adviser also is obligated to provide all the office space,
facilities, equipment and personnel necessary to perform its duties under the
Agreement. For further information about the management of each Portfolio, see
"The Sub-Advisers", page 35.
Advisory Fee. The method of computing the investment advisory fee is fully
described in the Prospectus. For the years ended December 31, 1997, 1996 and
1995, the Investment Adviser was paid fees for its services to each Portfolio
in the following amounts:
<TABLE>
<CAPTION>
ADVISORY FEES
YEAR ENDED
--------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
PORTFOLIO 1997 1996 1995
--------- ------------ ------------ ------------
<S> <C> <C> <C>
Emerging Growth Portfolio $4,075,498 $ 2,985,089 $1,838,573
Global Portfolio 5,591,818 3,468,535 2,075,054
Growth Portfolio 13,716,824 11,137,321 7,847,750
</TABLE>
Payment of Expenses. Under the terms of the Investment Advisory Agreement,
the Investment Adviser is responsible for providing investment advisory
services and furnishing office space for officers and employees of the
Investment Adviser connected with investment management of the Portfolios.
Each Portfolio pays: all expenses incurred in connection with the formation
and organization of a Portfolio, including the preparation (and filing, when
necessary) of the Portfolio's contracts, plans, and documents, conducting
meetings of organizers, directors and shareholders; preparing and filing the
post-effective amendment to the Fund's registration statement effecting
registration of a Portfolio and its shares under the 1940 Act and the
Securities Act of 1933 ("1933 Act") and all other matters relating to the
information and organization of a Portfolio and the preparation for offering
its shares; expenses in connection with ongoing registration or qualification
requirements under Federal and state securities laws; investment advisory
fees; pricing costs (including the daily calculations of net asset value);
brokerage commissions and all other expenses in connection with execution of
portfolio transactions, including interest; all Federal, state and local taxes
(including stamp, excise, income and franchise taxes) and the preparation and
filing of all returns and reports in connection therewith; any compensation,
fees, or reimbursements which the Fund pays to its Directors who are not
"interested persons," as that phrase is defined in the 1940 Act, of the Fund
or WRL Management; compensation of the Fund's custodian, administrative and
transfer agent; registrar and dividend disbursing agent; legal, accounting and
printing expenses; other administrative, clerical, recordkeeping and
bookkeeping expenses; auditing fees; certain insurance premiums; services for
shareholders (including allocable telephone and personnel expenses); costs of
certificates and the expenses of delivering such certificates to the purchaser
of shares relating thereto; expenses of local representation in Maryland; fees
and/or expenses payable pursuant to any plan of distribution adopted with
respect to the Fund in accordance with Rule 12b-1 under the 1940 Act;
- 33 -
<PAGE>
expenses of shareholders' meetings and of preparing, printing, and
distributing notices, proxy statements and reports to shareholders; expenses
of preparing and filing reports with Federal and state regulatory authorities;
all costs and expenses, including fees and disbursements, of counsel and
auditors, filing and renewal fees and printing costs in connection with the
filing of any required amendments, supplements or renewals of registration
statement, qualifications or prospectuses under the 1933 Act and the
securities laws of any states or territories, subsequent to the effectiveness
of the initial registration statement under the 1933 Act; all costs involved
in preparing and printing prospectuses of the Fund; extraordinary expenses;
and all other expenses properly payable by the Fund or the Portfolios.
The Investment Adviser has voluntarily undertaken, until at least April 30,
1999, to pay expenses on behalf of each Portfolio to the extent normal
operating expenses (including investment advisory fees but excluding interest,
taxes, brokerage fees, commissions and extraordinary charges) exceed, as a
percentage of each Portfolio's average daily net assets, 1.00%. There were no
expenses paid by the Investment Adviser on behalf of the Portfolios for the
fiscal years ended December 31, 1997, 1996 and 1995, inasmuch as the normal
operating expenses of each Portfolio did not exceed the limitations described
above.
SERVICE PLANS
Service Agreement. Effective January 1, 1997, the Fund entered into an
Administrative Services and Transfer Agency Agreement ("Services Agreement")
with WRL Investment Services, Inc. ("WRL Services"), an affiliate of WRL
Management and WRL, to furnish the Fund with administrative services to assist
the Fund in carrying out certain of its functions and operations. The Service
Agreement was approved by the Fund's Board of Directors, including a majority
of Directors who are not "interested persons" of the Fund (as defined in the
1940 Act) on October 3, 1996. Under this Agreement, WRL Services shall furnish
to each Portfolio, subject to the overall supervision of the Fund's Board,
supervisory, administrative, and transfer agency services, including
recordkeeping and reporting. WRL Services is reimbursed by the Fund monthly on
a cost incurred basis.
Distribution Agreement. Effective January 1, 1997, the Fund adopted a
distribution plan ("Distribution Plan") pursuant to Rule 12b-1 under the 1940
Act. Pursuant to the Distribution Plan, the Fund entered into a Distribution
Agreement with InterSecurities, Inc. ("ISI"), whose principal office is
located at 201 Highland Avenue, Largo, Florida 33770. The Distribution Plan
and related Agreement were approved by the Fund's Board of Directors,
including a majority of Directors who are not "interested persons" of the Fund
(as defined in the 1940 Act) on October 3, 1996, and the Distribution Plan was
approved by the shareholders and Contract Owners of each Portfolio of the Fund
on December 16, 1996. ISI is an affiliate of the Investment Adviser.
Under the Distribution Plan and Distribution Agreement, the Fund, on behalf
of the Portfolios, will reimburse ISI after each calendar month for certain
Fund distribution expenses incurred or paid by ISI, provided that these
expenses in the aggregate do not exceed 0.15%, on an annual basis, of the
average daily net asset value of shares of each Portfolio.
Distribution expenses for which ISI may be reimbursed under the Distribution
Plan and Distribution Agreement include, but are not limited to, expenses of
printing and distributing the Fund's prospectuses and statements of additional
information to potential Contract Owners; developing and preparing Fund
advertisements; sales literature and other promotional materials; holding
seminars and sales meetings designed to promote distribution of Fund shares;
the development of consumer-oriented sales materials describing and/or
relating to the Fund; and expenses attributable to "distribution-related
services" provided to the Fund, which include such things as salaries and
benefits, office expenses, equipment expenses, training costs, travel costs,
printing costs, supply expenses, computer programming time, and data center
expenses, each as they relate to the promotion of the sale of Fund shares.
- 34 -
<PAGE>
ISI submits to the Directors of the Fund for approval annual distribution
budgets and quarterly reports of distribution expenses with respect to each
Portfolio. ISI allocates to each Portfolio distribution expenses specifically
attributable to the distribution of shares of such Portfolio. Distribution
expenses not specifically attributable to the distribution of shares of a
particular Portfolio are allocated among the Portfolios, based upon the ratio
of net asset value of each Portfolio to the net asset value of all Portfolios,
or such other factors as ISI deems fair and are approved by the Fund's Board
of Directors. ISI has determined that will not seek payment by the Fund of
distribution expenses incurred with respect to any Portfolio during the fiscal
year ending December 31, 1998. Prior to ISI seeking reimbursement of future
expenses, Policyowners will be notified in advance.
It is anticipated that benefits provided by the Distribution Plan may
include lower fixed costs as a percentage of assets as Fund assets increase
through the growth of the Fund due to enhanced marketing efforts.
THE SUB-ADVISERS
This discussion supplements the information provided about each Sub-Adviser
under the caption "Management of the Fund--The Sub-Advisers" in the
Prospectus.
Each Sub-Adviser serves, pursuant to a Sub-Advisory Agreement dated January
1, 1997 between WRL Management and the respective Sub-Adviser, on behalf of
each Portfolio. Each Sub-Advisory Agreement was approved by the Board of
Directors of the Fund, including a majority of the Directors who were not
"interested persons" of the Fund (as defined in the 1940 Act), on October 3,
1996 and by the shareholders and Contract Owners of each Portfolio on December
16, 1996. The Sub-Advisory Agreement provides that it will continue in effect
for an initial term ending January 1, 1999, and from year to year thereafter,
if approved annually (a) by the Board of Directors of the Fund or by a
majority of the outstanding shares of each Portfolio, and (b) by a majority of
the Directors who are not parties to such Agreement or "interested persons"
(as defined in the 1940 Act) of any such party. The Sub-Advisory Agreement may
be terminated without penalty on 60 days' written notice at the option of
either party or by the vote of the shareholders of each Portfolio and
terminates automatically in the event of assignment (within the meaning of the
1940 Act) or termination of the Investment Advisory Agreement.
Pursuant to the Sub-Advisory Agreement, each Sub-Adviser provides investment
advisory assistance and portfolio management advice to the Investment Adviser
for their respective Portfolio(s). Subject to review by the Investment Adviser
and the Board of Directors of the Fund, each Sub-Adviser is responsible for
the actual management of their respective Portfolio(s) and for making
decisions to buy, sell or hold any particular security. Each Sub-Adviser bears
all of its expenses in connection with the performance of its services under
the Sub-Advisory Agreement, such as compensating and furnishing office space
for its officers and employees connected with investment and economic
research, trading and investment management of the respective Portfolios.
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. ("Van Kampen") serves as
Sub-Adviser to the Emerging Growth Portfolio.
Van Kampen, located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
is a wholly-owned subsidiary of Van Kampen American Capital, Inc., which, in
turn, is an indirect wholly-owned subsidiary of Morgan Stanley Dean Witter &
Co., a financial services company.
- 35 -
<PAGE>
JANUS CAPITAL CORPORATION ("Janus Capital"), located at 100 Fillmore Street,
Denver, Colorado 80206, serves as Sub-Adviser to the Global and Growth
Portfolios and has been engaged in the management of the Janus funds since
1969. Janus Capital also serves as investment adviser or sub-adviser to other
mutual funds, and for individual, corporate, charitable and retirement
accounts. The aggregate market value of the assets managed by Janus Capital
approximately $70 billion as of January 31, 1998. Kansas City Southern
Industries, Inc. ("KCSI") owns 83% of Janus Capital. KCSI, whose address is
114 West 11th Street, Kansas City, Missouri 64105-1804, is a publicly-traded
holding company whose largest subsidiary, the Kansas City Southern Railway
Company, is primarily engaged in the transportation industry. Other KCSI
subsidiaries are engaged in financial services and real estate.
The method of computing each Sub-Adviser's fee is set forth in the
Prospectus. For the years ended December 31, 1997, 1996 and 1995, each Sub-
Adviser was paid fees in the amount of $2,037,749, $1,492,545 and $919,287,
respectively, for the Emerging Growth Portfolio; $2,795,909, $1,734,268 and
$1,037,527, respectively, for the Global Portfolio; and $6,858,412, $5,568,661
and $3,923,875, respectively, for the Growth Portfolio.
JOINT TRADING ACCOUNTS
As described in the Prospectus, the Global and Growth Portfolios and other
clients of Janus Capital and its affiliates may place assets in joint trading
accounts for the purpose of making short-term investments in money market
instruments. The Board of Directors of the Fund must approve the participation
of each Portfolio in these joint trading accounts and procedures pursuant to
which the joint accounts will operate. The joint trading accounts are to be
operated pursuant to an exemptive order issued to Janus Capital and certain of
its affiliates by the SEC. All joint account participants including each
Portfolio, will bear the expenses of the joint trading accounts in proportion
to their investments. Financial difficulties of other participants in the
joint accounts could cause delays or other difficulties for each Portfolio in
withdrawing their assets from joint trading accounts.
PORTFOLIO TRANSACTIONS AND BROKERAGE
PORTFOLIO TURNOVER
The information that follows supplements the information provided about
portfolio turnover under the caption "Other Investment Policies and
Restrictions--Portfolio Turnover" in the Prospectus. In computing the
portfolio turnover rate for the Portfolios, securities whose maturities or
expiration dates at the time of acquisition are one year or less are excluded.
Subject to this exclusion, the turnover rate for a Portfolio is calculated by
dividing (a) the lesser of purchases or sales of portfolio securities for the
fiscal year by (b) the monthly average of portfolio securities owned by the
Portfolio during the fiscal year. The following table provides the Portfolios'
turnover rates for the fiscal year ended December 31, 1997, 1996 and 1995:
PORTFOLIO TURNOVER RATES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31
---------------------
PORTFOLIO 1997 1996 1995
--------- ------ ------ -------
<S> <C> <C> <C>
Emerging Growth 99.78% 80.02% 124.13%
Global 97.54% 88.31% 130.60%
Growth 85.88% 45.21% 130.48%
</TABLE>
There are no fixed limitations regarding the portfolio turnover of the
Portfolios. Portfolio turnover rates are expected to fluctuate under
constantly changing economic conditions and
- 36 -
<PAGE>
market circumstances. Higher turnover rates tend to result in higher brokerage
fees. Securities initially satisfying the basic policies and objective of each
Portfolio may be disposed of when they are no longer deemed suitable.
PLACEMENT OF PORTFOLIO BROKERAGE
Subject to policies established by the Board of Directors, each Sub-Adviser
is primarily responsible for placement of a Portfolio's securities
transactions. In placing orders, it is the policy of a Portfolio to obtain the
most favorable net results, taking into account various factors, including
price, dealer spread or commissions, if any, size of the transaction and
difficulty of execution. While each Sub-Adviser generally will seek reasonably
competitive spreads or commissions, a Portfolio will not necessarily be paying
the lowest spread or commission available. A Portfolio does not have any
obligation to deal with any broker, dealer or group of brokers or dealers in
the execution of transactions in portfolio securities.
Decisions as to the assignment of portfolio brokerage business for a
Portfolio and negotiation of its commission rates are made by the Sub-Adviser,
whose policy is to obtain "best execution" (prompt and reliable execution at
the most favorable security price) of all portfolio transactions. In placing
portfolio transactions, the Sub-Adviser may give consideration to brokers who
provide supplemental investment research, in addition to such research
obtained for a flat fee, to the Sub-Adviser, and pay spreads or commissions to
such brokers or dealers furnishing such services which are in excess of
spreads or commissions which another broker or dealer may charge for the same
transaction.
In selecting brokers and in negotiating commissions, the Sub-Adviser
considers such factors as: the broker's reliability; the quality of its
execution services on a continuing basis; the financial condition of the firm;
and research products and services provided, which include: (i) furnishing
advice, either directly or through publications or writings, as to the value
of securities, the advisability of purchasing or selling specific securities
and the availability of securities or purchasers or sellers of securities and
(ii) furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends and portfolio strategy and products
and other services (such as third party publications, reports and analyses,
and computer and electronic access, equipment, software, information and
accessories) that assist each Sub-Adviser in carrying out its
responsibilities.
Supplemental research obtained through brokers or dealers will be in
addition to and not in lieu of the services required to be performed by a Sub-
Adviser. The expenses of a Sub-Adviser will not necessarily be reduced as a
result of the receipt of such supplemental information. A Sub-Adviser may use
such research products and services in servicing other accounts in addition to
the respective Portfolio. If a Sub-Adviser determines that any research
product or service has a mixed use, such that it also serves functions that do
not assist in the investment decision-making process, the Sub-Adviser will
allocate the costs of such service or product accordingly. The portion of the
product or service that a Sub-Adviser determines will assist it in the
investment decision-making process may be paid for in brokerage commission
dollars. Such allocation may create a conflict of interest for the Sub-
Adviser. Conversely, such supplemental information obtained by the placement
of business for the Sub-Adviser will be considered by and may be useful to the
Sub-Adviser in carrying out its obligations to a Portfolio.
When a Portfolio purchases or sells a security in the OTC market, the
transaction takes place directly with a principal market-maker, without the
use of a broker, except in those circumstances where, in the opinion of the
Sub-Adviser, better prices and executions are likely to be achieved through
the use of a broker. The Portfolio does not have any obligation to deal with
any broker, dealer or group of brokers or dealers in the execution of
transactions in portfolio securities.
- 37 -
<PAGE>
Securities held by a Portfolio may also be held by other separate accounts,
mutual funds or other accounts for which the Investment Adviser or Sub-Adviser
serves as an adviser, or held by the Investment Adviser or Sub-Adviser for
their own accounts. Because of different investment objectives or other
factors, a particular security may be bought by the Investment Adviser or Sub-
Adviser for one or more clients when one or more clients are selling the same
security. If purchases or sales of securities for the Portfolio or other
entities for which they act as investment adviser or for their advisory
clients arise for consideration at or about the same time, transactions in
such securities will be made, insofar as feasible, for the respective entities
and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Investment Adviser or
Sub-Adviser during the same period may increase the demand for securities
being purchased or the supply of securities being sold, there may be an
adverse effect on price.
On occasions when the Investment Adviser or a Sub-Adviser deems the purchase
or sale of a security to be in the best interests of a Portfolio as well as
other accounts or companies, it may to the extent permitted by applicable laws
and regulations, but will not be obligated to, aggregate the securities to be
sold or purchased for the Portfolio with those to be sold or purchased for
such other accounts or companies in order to obtain favorable execution and
lower brokerage commissions. In that event, allocation of the securities
purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Sub-Adviser in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the Portfolio and to such other
accounts or companies. In some cases this procedure may adversely affect the
size of the position obtainable for a Portfolio.
The Board of Directors of the Fund periodically reviews the brokerage
placement practices of each Sub-Adviser on behalf of the Portfolios and
reviews the prices and commissions, if any, paid by the Portfolios to
determine if they were reasonable.
The Board of Directors of the Fund has authorized the Sub-Advisers to
consider sales of the Policies and Annuity Contracts issued by a broker-dealer
as a factor in the selection of broker-dealers to execute Portfolio
transactions. In addition, the Sub-Advisers may occasionally place portfolio
business with affiliated brokers of the Investment Adviser or a Sub-Adviser,
including: InterSecurities, Inc., P.O. Box 5068, Clearwater, Florida 34658;
and AEGON USA Securities, Inc., P.O. Box 1449, Cedar Rapids, Iowa 52499. As
stated above, any such placement of portfolio business will be subject to the
ability of the broker-dealer to provide best execution and to the Conduct
Rules of the National Association of Securities Dealers, Inc.
COMMISSION PAID BY THE PORTFOLIOS
<TABLE>
<CAPTION>
AFFILIATED BROKERAGE
AGGREGATE COMMISSIONS COMMISSIONS YEAR
YEAR ENDED DECEMBER 31 ENDED DECEMBER 31
-------------------------------- ----------------------
1997 1996 1995 1997 1996 1995
---------- ---------- ---------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Emerging Growth $ 627,400 $ 415,717 $ 542,420 N/A N/A N/A
Global 2,305,145 1,269,275 712,827 N/A N/A N/A
Growth 1,367,104 720,978 1,577,115 N/A N/A N/A
</TABLE>
- 38 -
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
DETERMINATION OF OFFERING PRICE
Shares of the Portfolios are currently sold only to the separate accounts
(the "Separate Accounts") to form the benefits under certain variable life
policies (the "Policies") and variable annuity contracts (the "Annuity
Contracts"). The Portfolios may, in the future, offer their shares to other
insurance company separate accounts. The Separate Accounts invest in shares of
a Portfolio in accordance with the allocation instructions received from
holders of the Policies and Annuity Contracts. Such allocations rights are
further described in the prospectuses and disclosure documents for the
Policies and Annuity Contracts. Shares of the Portfolios are sold and redeemed
at their respective net asset values as described in the Prospectus.
NET ASSET VALUATION
As stated in the Prospectus, the net asset value of the Portfolios' shares
is ordinarily determined, once daily, as of the close of the regular session
of business on the New York Stock Exchange ("Exchange") (usually 4:00 p.m.,
Eastern time) on each day the Exchange is open. (Currently the Exchange is
closed on New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.) The per
share net asset value of a Portfolio is determined by dividing the total value
of the securities and other assets, less liabilities, by the total number of
shares outstanding. In determining net asset value, securities listed on the
national securities exchanges and traded on the NASDAQ National Market are
valued at the closing prices on such markets, or if such a price is lacking
for the trading period immediately preceding the time of determination, such
securities are valued at their current bid price. Foreign securities and
currencies are converted to U.S. dollars using the exchange rate in effect at
the close of the Exchange. Other securities for which quotations are not
readily available are valued at fair values as determined in good faith by the
Portfolios" Investment Adviser under the supervision of the Fund's Board of
Directors. Money market instruments maturing in 60 days or less are valued on
the amortized cost basis. Values of gold bullion held by a Portfolio are based
upon daily quotes provided by banks or brokers dealing in such commodities.
CALCULATION OF PERFORMANCE RELATED INFORMATION
The Prospectus contains a brief description of how performance is
calculated. The following sections describe how performance data is calculated
in greater detail.
TOTAL RETURN
Total return quotations for each Portfolio are computed by finding the
average annual compounded rates of return over the relevant periods that
would equate the initial amount invested to the ending redeemable value,
according to the following equation:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value (at the end of the applicable period of
a hypothetical $1,000 payment made at the beginning of the applicable
period.
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The total return quotation calculations for a Portfolio reflect the
deduction of a proportionate share of the Portfolio's investment advisory fee
and Portfolio expenses and assume that all dividends and capital gains during
the period are reinvested in a Portfolio when made. The calculations also
assume a complete redemption as of the end of the particular period.
Total return quotation calculations do not reflect charges or deductions
against the Separate Accounts or charges and deductions against the Policies
or Annuity Contracts. Accordingly, these rates of return do not illustrate how
actual investment performance will affect benefits under the Policies or
Annuity Contracts. Where relevant, the prospectuses for the Policies and the
Annuity Contracts contain performance information about these products.
Moreover, these rates of return are not an estimate, projection or guarantee
of future performance. Additional information regarding the investment
performance of the Portfolios appears in the Prospectus.
TAXES
Shares of the Portfolios are offered to the Separate Accounts of PFL that
funds the Contracts. See the respective prospectuses for the Contracts for a
discussion of the special taxation of insurance companies with respect to the
Separate Account and the Contract, and the owner thereof.
Such Portfolio has qualified, and expects to continue to qualify, for
treatment as a regulated investment company ("RIC") under the Internal Revenue
Code of 1986, as amended (the "Code"). In order to qualify for that treatment,
a Portfolio must distribute to its Contract Owners for each taxable year at
least 90% of its investment company taxable income (consisting generally of
net investment income, net short-term capital gain, and net gains from certain
foreign currency transactions) ("Distribution Requirement") and must meet
several additional requirements. These requirements include the following: (1)
the Portfolio must derive at least 90% of its gross income each taxable year
from dividends, interest, payments with respect to securities loans, and gains
from the sale or other disposition of securities or foreign currencies, or
other income (including gains from options, futures or forward contracts)
derived with respect to its business of investing in securities or those
currencies ("Income Requirement"); (2) at the close of each quarter of the
Portfolio's taxable year, at least 50% of the value of its total assets must
be represented by cash and cash items, U.S. Government securities, securities
of other RICs, and other securities that, with respect to any one issuer, do
not exceed 5% of the value of the Portfolio's total assets and that do not
represent more than 10% of the outstanding voting securities of the issuer;
and (3) at the close of each quarter of the Portfolio's taxable year, not more
than 25% of the value of its total assets may be invested in securities (other
than U.S. Government securities or the securities of other RICs) of any one
issuer.
As noted in the Prospectus, each Portfolio must, and intends to, comply with
the diversification requirements imposed by section 817(h) of the Code and the
regulations thereunder. These requirements, which are in addition to the
diversification requirements mentioned above, place certain limitations on the
proportion of a Portfolio's assets that may be represented by any single
investment (which includes all securities of the same issuer). For purposes of
section 817(h), all securities of the same issuer, all interests in the same
real property project, and all interests in the same commodity are treated as
a single investment. In addition, each U.S. Government agency or
instrumentality is treated as a separate issuer, while a particular foreign
government and its agencies, instrumentalities and political subdivisions all
are considered the same issuer. For information concerning the consequences of
failure to meet the requirements of section 817(h), see the respective
prospectus for the Contracts.
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A Portfolio will not be subject to the 4% Federal excise tax imposed on RICs
that do not distribute substantially all their income and gains each calendar
year because that tax does not apply to a RIC whose only shareholders are
segregated asset accounts of life insurance companies held in connection with
variable annuity contracts and/or variable life insurance policies.
The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts and entering into forward contracts, involves
complex rules that will determine for income tax purposes the character and
timing of recognition of the income received in connection therewith by the
Portfolios. Income from the disposition of foreign currencies (except certain
gains therefrom that may be excluded by future regulations), and income from
transactions in options, futures and forward contracts derived by a Portfolio
with respect to its business of investing in securities or foreign currencies,
will qualify as permissible income under the Income Requirement.
However, income from the disposition of options and futures contracts (other
than those on foreign currencies) will be subject to the Short-Short
Limitation if they are held for less than three months. Income from the
disposition of foreign currencies, and options, futures, and forward contracts
on foreign currencies, that are not directly related to a Portfolio's
principal business of investing in securities (or options and futures with
respect thereto) also will be subject to the Short-Short Limitation if they
are held for less than three months.
If a Portfolio satisfied certain requirements, any increase in value on a
position that was part of a "designated hedge" would have been offset by any
decrease in value (whether realized or not) of the offsetting hedging position
during the period of the hedge for purposes of determining whether a Portfolio
satisfies the Short-Short Limitation. Thus, only the net gain (if any) from
the designated hedge would have been included in gross income for purposes of
that limitation. A Portfolio intends that, when it engages in hedging
transactions, they will qualify for this treatment, but at the present time it
is not clear whether this treatment will be available for all of the
Portfolio's hedging transactions. To the extent a Portfolio did not qualify
for this treatment, it may have been forced to defer the closing out of
certain options and futures contracts beyond the time when it otherwise would
have been advantageous to do so, in order for the Portfolio to qualify as a
RIC.
Dividends and interest received by each Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains
in respect of investments by foreign investors.
A Portfolio may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Portfolio will
be subject to Federal income tax on a portion of any "excess distribution"
received on the stock of a PFIC or of any gain on disposition of that stock
(collectively "PFIC income"), plus interest thereon, even if the Portfolio
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Portfolio's investment
company taxable income and, accordingly, will not be taxable to it to the
extent that income is distributed to its shareholders. If a Portfolio invests
in a PFIC and elects to treat the PFIC as a "qualified electing fund," then in
lieu of the foregoing tax and interest obligation, the Portfolio will be
required to include in income each year its pro rata share of the qualified
electing fund's annual ordinary earnings and net capital gain (the excess of
net long-term capital gain over net short-term capital loss), even if they are
not distributed to the Portfolio; those amounts would be subject to the
Distribution Requirement. In most instances it will be very difficult, if not
impossible, to make this election
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because of certain requirements thereof. A Portfolio, however, may qualify
for, and may make, an election permitted under Section 853 of the Code so that
shareholders may be eligible to claim a credit or deduction on their Federal
income tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portion of qualified taxes paid or
incurred by the Portfolio to foreign countries (which taxes relate primarily
to investment income). The Portfolio may make an election under Section 853 of
the Code, provided that more than 50% of the value of the Portfolio's total
assets at the close of the taxable year consists of securities in foreign
corporations, and the Portfolio satisfies applicable distribution provisions
of the Code. The foreign tax credit available to shareholders is subject to
certain limitations imposed by the Code. In addition, another election is
available that would involve marking to market a Portfolio's PFIC stock at the
end of each taxable year (and on certain other dates prescribed in the Code),
with a result that unrealized gains are treated as though they were realized
although any such gains recognized will be ordinary income rather than capital
gain. If this election were made, tax at the Portfolio level under the PFIC
rules would be eliminated, but a Portfolio could, in limited circumstances,
incur nondeductible interest charges. A Portfolio's intention to qualify
annually as a regulated investment company may limit a Portfolio's election
with respect to PFIC stock.
The foregoing is only a general summary of some of the important Federal
income tax considerations generally affecting a Portfolio and its Owners. No
attempt is made to present a complete explanation of the Federal tax treatment
of a Portfolio's activities, and this discussion and the discussion in the
prospectus or statement of additional information for the Contract are not
intended as a substitute for careful tax planning. Accordingly, potential
investors are urged to consult their own tax advisors for more detailed
information and for information regarding any state, local, or foreign taxes
applicable to the Contract and the holders thereof.
CAPITAL STOCK OF THE FUND
As described in the Prospectus, the Fund offers a separate class of common
stock for each portfolio of the Fund. The Fund is currently comprised of the
following Portfolios: International Equity Portfolio; Aggressive Growth
Portfolio; Emerging Growth Portfolio; Global Sector Portfolio; Global
Portfolio; Growth Portfolio; C.A.S.E. Growth Portfolio; Value Equity
Portfolio; Tactical Asset Allocation Portfolio; Strategic Total Return
Portfolio; Growth & Income Portfolio; Balanced Portfolio; Bond Portfolio;
Money Market Portfolio; Janus Balanced Portfolio; U.S. Equity Portfolio; Third
Avenue Value Portfolio and Real Estate Securities Portfolio. ONLY THE
PORTFOLIOS DESCRIBED IN THIS SAI ARE AVAILABLE THROUGH THE CONTRACT YOU HAVE
CHOSEN.
REGISTRATION STATEMENT
There has been filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the 1933 Act, with respect to
the securities to which this Statement of Additional Information relates. If
further information is desired with respect to the Portfolios or such
securities, reference is made to the Registration Statement and the exhibits
filed as part thereof.
FINANCIAL STATEMENTS
The audited financial statements for each Portfolio described in this
Statement of Additional Information for the year ended December 31, 1997 and
the report of the Fund's independent accountants are included in the Fund's
1997 Annual Report and are incorporated herein by reference to such Report. A
copy of the Annual Report may be obtained without charge upon request.
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<PAGE>
OTHER INFORMATION
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, located at 1055 Broadway, 10th Floor, Kansas City,
Missouri 64105, serves as the Fund's independent accountants. The Fund has
engaged Price Waterhouse LLP to examine, in accordance with generally accepted
auditing standards, its annual report.
CUSTODIAN
Investors Bank & Trust Company ("IBT"), located at 200 Clarendon Street,
16th Floor, Boston, Massachusetts 02116, serves as the Fund's Custodian and
Dividend Disbursing Agent. IBT provides comprehensive asset administrative
services to the Fund which include: multi-currency accounting; institutional
transfer agency services; domestic and global custody; performance measures;
foreign exchange; and securities lending and mutual fund administrative
services.
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APPENDIX A
DESCRIPTION OF PORTFOLIO SECURITIES
The following is intended only as a supplement to the information contained
in the Prospectus and should be read only in conjunction with the Prospectus.
Terms defined in the Prospectus and not defined herein have the same meanings
as those in the Prospectus.
1.Certificate of Deposit.* A certificate of deposit generally is a short-
term, interest bearing negotiable certificate issued by a commercial bank or
savings and loan association against funds deposited in the issuing
institution.
2.Eurodollar Certificate of Deposit.* A Eurodollar certificate of deposit is
a short-term obligation of a foreign subsidiary of a U.S. bank payable in U.S.
dollars.
3.Floating Rate Note.* A floating rate note is debt issued by a corporation
or commercial bank that is typically several years in term but whose interest
rate is reset every one to six months.
4.Time Deposit.* A time deposit is a deposit in a commercial bank for a
specified period of time at a fixed interest rate for which a negotiable
certificate is not received.
5.Bankers' Acceptance.* A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower, usually in connection with international
commercial transactions (to finance the import, export, transfer or storage of
goods). The borrower is liable for payment as well as the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.
6.Variable Amount Master Demand Note.* A variable amount master demand note
is a note which fixes a minimum and maximum amount of credit and provides for
lending and repayment within those limits at the discretion of the lender.
Before investing in any variable amount master demand notes, the Portfolio
will consider the liquidity of the issuer through periodic credit analysis
based upon publicly available information.
7.Preferred Stocks. Preferred stocks are securities which represent an
ownership interest in a corporation and which give the owner a prior claim
over common stock on the corporation's earnings and assets. Preferred stock
generally pays quarterly dividends. Preferred stocks may differ in many of
their provisions. Among the features that differentiate preferred stock issues
are the dividend rights, which may be cumulative or non-cumulative and
participating or non-participating, redemption provisions, and voting rights.
Such features will establish the income return and may affect the prospectus
for capital appreciation or risks of capital loss.
8.Convertible Securities. A Portfolio may invest in debt securities
convertible into or exchangeable for equity securities, or debt securities
that carry with them the right to acquire equity securities, as evidenced by
warrants attached to such securities or acquired as part of units of the
securities. Such securities normally pay less current income than securities
into which they are convertible, and the concomitant risk of loss from
declines in those values.
9.Commercial Paper.* Commercial paper is a short-term promissory note issued
by a corporation primarily to finance short-term credit needs.
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* Short-term Securities.
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10.Repurchase Agreement.* A repurchase agreement is an instrument under
which the Portfolio acquires ownership of a debt security and the seller
agrees to repurchase the obligation at a mutually agreed upon time and price.
The total amount received on repurchase is calculated to exceed the price paid
by the Portfolio, reflecting an agreed upon market rate of interest for the
period from the time of the Portfolio's purchase of the security to the
settlement date (i.e., the time of repurchase), and would not necessarily
relate to the interest rate on the underlying securities. The Portfolio will
only enter into repurchase agreements with respect to underlying securities
consisting of U.S. Government or government agency securities, certificates of
deposit, commercial paper or bankers' acceptances, and will be entered only
with primary dealers. While the Portfolio may invest in repurchase agreements
for periods up to 30 days, it is expected that typically such periods will be
for a week or less. The staff of the Securities and Exchange Commission has
taken the position that repurchase agreements of greater than seven days
together with other illiquid investments should be limited to an amount not in
excess of 15% of the Portfolio's net assets.
Although repurchase transactions usually do not impose market risks on the
purchaser, the Portfolio would be subject to the risk of loss if the seller
fails to repurchase the securities for any reason and the value of the
securities is less than the agreed upon repurchase price. In addition, if the
seller defaults, the Portfolio may incur disposition costs in connection with
liquidating the securities. Moreover, if the seller is insolvent and
bankruptcy proceedings are commenced, under current law, the Portfolio could
be ordered by a court not to liquidate the securities for an indeterminate
period of time and the amount realized by the Portfolio upon liquidation of
the securities may be limited.
11.Reverse Repurchase Agreement. A reverse repurchase agreement involves the
sale of securities held by the Portfolio, with an agreement to repurchase the
securities at an agreed upon price, date and interest payment. The Portfolio
will use the proceeds of the reverse repurchase agreements to purchase other
money market securities maturing, or under an agreement to resell, at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. The Portfolio will utilize reverse repurchase agreements when the
interest income to be earned from the investment of the proceeds from the
transaction is greater than the interest expense of the reverse repurchase
transaction.
12.Asset-Backed Securities. The Portfolio may invest in securities backed by
automobile receivables and credit-card receivables and other securities backed
by other types of receivables or other assets. Credit support for asset-backed
securities may be based on the underlying assets and/or provided through
credit enhancements by a third party. Credit enhancement techniques include
letters of credit, insurance bonds, limited guarantees (which are generally
provided by the issuer), senior-subordinated structures and over-
collateralization. The Portfolio will only purchase an asset-backed security
if it is rated at least "A" by S&P or Moody's.
13.Mortgage-Backed Securities. The Portfolio may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. Mortgage-backed securities
include mortgage pass-through securities, mortgage-backed bonds, and mortgage
pay-through securities. A mortgage pass-through security is a pro-rata
interest in a pool of mortgages where the cash flow generated from the
mortgage collateral is passed through to the security holder. Mortgage-backed
bonds are general obligations of their issuers, payable out of the issuers'
general funds and additionally secured by a first lien on a pool of mortgages.
Mortgage pay-through securities exhibit characteristics of both pass-through
and mortgage-backed bonds. Mortgage-backed securities also include other debt
obligations secured by mortgages on commercial real estate or residential
properties. Other types of mortgage-backed securities will likely be developed
in the future, and the Portfolio may invest in them if it is determined they
are consistent with the Portfolio's investment objective and policies.
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14.Collateralized Mortgage Obligations. (CMOs) are pay-through securities
collateralized by mortgages or mortgage-backed securities. CMOs are issued in
classes and series that have different maturities and often are retired in
sequence.
15.Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities
are created when the principal and interest payments of a mortgage-backed
security are separated by a U.S. Government agency or a financial institution.
The holder of the "principal-only" security receives the principal payments
made by the underlying mortgage-backed security, while the holder of the
"interest-only" security receives interest payments from the same underlying
security.
The value of mortgage-backed securities may change due to changes in the
market's perception of issuers. In addition, the mortgage securities market in
general may be adversely affected by regulatory or tax changes. Non-
governmental mortgage-backed securities may offer a higher yield than those
issued by government entities but also may be subject to greater price change
then government securities.
Like most mortgage securities, mortgage-backed securities are subject to
prepayment risk. When prepayment occurs, unscheduled or early payments are
made on the underlying mortgages, which may shorten the effective maturities
of those securities and may lower their total returns. Furthermore, the prices
of stripped mortgage-backed securities can be significantly affected by
changes in interest rates as well. As interest rates fall, prepayment rates
tend to increase, which in turn tends to reduce prices of "interest-only"
securities and increase prices of "principal-only" securities. Rising interest
rates can have the opposite effect.
16. Financing Corporation Securities. (FICOs) are debt obligations issued by
the Financing Corporation. The Financing Corporation was originally created to
recapitalize the Federal Savings and Loan Insurance Corporation (FSLIC) and
now functions as a financing vehicle for the FSLIC Resolution Fund, which
received substantially all of FSLIC's assets and liabilities.
17. U.S. Government Securities. U.S. Government securities are securities
issued by or guaranteed by the U.S. Government or its agencies or
instrumentalities. U.S. Government securities have varying degrees of
government backing. They may be backed by the credit of the U.S. Government as
a whole or only by the issuing agency or instrumentality. For example,
securities issued by the Financing Corporation are supported only by the
credit of the Financing Corporation, and not by the U.S. Government.
Securities issued by the Federal Home Loan Banks and the Federal National
Mortgage Association (FNMA) are supported by the agency's right to borrow
money from the U.S. Treasury under certain circumstances. U.S. Treasury bonds,
notes, and bills, and some agency securities, such as those issued by the
Government National Mortgage Association (GNMA), are backed by the full faith
and credit of the U.S. Government as to payment of principal and interest and
are the highest quality U.S. Government securities. Each Portfolio, and its
share price and yield, are not guaranteed by the U.S. Government.
18.Zero Coupon Bonds. Zero coupon bonds are created three ways:
1) U.S. TREASURY STRIPS (Separate Trading of Registered Interest and
Principal of Securities) are created when the coupon payments and the
principal payment are stripped from an outstanding Treasury bond by the
Federal Reserve Bank. Bonds issued by the Resolution Funding Corporation
(REFCORP) and the Financial Corporation (FICO) also can be stripped in
this fashion.
2) STRIPS are created when a dealer deposits a Treasury Security or a
Federal agency security with a custodian for safe keeping and then sells
the coupon payments and principal payments that will be generated by
this security separately. Proprietary receipts, such as Certificates of
Accrual on Treasury Securities (CATS), Treasury
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Investment Growth Receipts (TIGRS), and generic Treasury Receipts (TRs),
are stripped U.S. Treasury securities separated into their component
parts through custodial arrangements established by their broker
sponsors. FICO bonds have been stripped in this fashion. The Portfolio
has been advised that the staff of the Division of Investment Management
of the Securities and Exchange Commission does not consider such
privately stripped obligations to be U.S. Government securities, as
defined by the 1940 Act. Therefore, the Portfolio will not treat such
obligations as U.S. Government securities for purposes of the 65%
portfolio composition ratio.
3) ZERO COUPON BONDS can be issued directly by Federal agencies and
instrumentalities, or by corporations. Such issues of zero coupon bonds
are originated in the form of a zero coupon bond and are not created by
stripping an outstanding bond.
Zero coupon bonds do not make regular interest payments. Instead they are
sold at a deep discount from their face value. Because a zero coupon bond does
not pay current income, its price can be very volatile when interest rates
change. In calculating its dividends, the fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and its
face value.
19. Bond Warrants. A bond warrant is a type of security that entitles the
holder to buy a proportionate amount of a bond at a specified price, usually
higher than the market price at the time of issuance, for a period of years or
to perpetuity. Warrants generally trade in the open market and may be sold
rather than exercised.
20. Obligations of Supranational Entities. Obligations of supranational
entities include those of international organizations designated or supported
by governmental entities to promote economic reconstruction or development and
of 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. The governmental members, or
"stockholders," usually make initial capital contributions to the
supranational entity and in many cases are committed to make additional
capital contributions if the supranational entity is unable to repay its
borrowings. Each supranational entity's lending activities are limited to a
percentage of its total capital (including "callable capital" contributed by
members at the entity's call), reserves and net income. There is no assurance
that foreign governments will be able or willing to honor their commitments.
21. Equipment Lease and Trust Certificates. A Portfolio may invest in
equipment lease and trust certificates, which are debt securities that are
secured by a direct or indirect interest in specified equipment or equipment
leases (including, but not limited to, railroad rolling stock, planes,
trucking or shipping fleets, or other personal property).
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PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
1. The audited Financial Statements of the Fund in the Fund's 1997
Annual Report are incorporated by reference into the Statement
of Additional Information for the Growth, Bond, Money Market,
Global, Balanced, Emerging Growth, Strategic Total Return,
Growth & Income, Aggressive Growth, Value Equity, Tactical Asset
Allocation, C.A.S.E. Growth, Global Sector, International Equity
and U.S. Equity Portfolios (filed 2/20/98 with the SEC pursuant
to Rule 30b2-1 - Accession Number 0001016843-98-000076). (Part
B)
2. The unaudited Financial Statements of the Third Avenue Value and
Real Estate Securities Portfolios will be included in a future
amendment.
3. Audited Per Share Income and Capital Changes are included in the
Prospectus for the Portfolios (except the Third Avenue Value
Portfolio and the Real Estate Securities Portfolio). (Part A)
4. Unaudited Per Share Income and Capital Changes for the Third
Avenue Value Portfolio and the Real Estate Securities Portfolio
will be included in a future amendment.
(b) Exhibits
1. (A) Articles of Incorporation of WRL Series Fund, Inc. (3)
(B) Articles Supplementary to Articles of Incorporation of
WRL Series Fund, Inc. (3)
(C) Articles Supplementary to Articles of Incorporation of
WRL Series Fund, Inc. (3)
(D) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (3)
(E) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (3)
(F) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (3)
(G) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (3)
(H) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (4)
(I) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (4)
(J) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (5)
(K) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc. (8)
(L) Articles Supplementary to Articles of Incorporation of WRL
Series Fund, Inc.
2. Bylaws of WRL Series Fund, Inc. (3)
3. Not applicable.
4. Not applicable.
5.(i) Investment Advisory Agreement on behalf of the Portfolios
of the WRL Series Fund, Inc. with WRL Investment
Management, Inc. (7)
(ii) Sub-Advisory Agreement on behalf of the Growth and Global
Portfolios of the Fund. (8)
(iii) Form of Sub-Advisory Agreement on behalf of the Money
Market Portfolio of the Fund. (3)
(iv) Form of Sub-Advisory Agreement on behalf of the Emerging
Growth Portfolio of the Fund. (3)
(v) Form of Sub-Advisory Agreement on behalf of the Strategic
Total Return Portfolio of the Fund. (3)
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(vi) Form of Sub-Advisory Agreement on behalf of the Growth &
Income Portfolio of the Fund. (3
(vii) Form of Sub-Advisory Agreement on behalf of the
Aggressive Growth Portfolio of the Fund. (3)
(viii) Form of Sub-Advisory Agreement on behalf of the Tactical
Asset Allocation Portfolio of the Fund. (3)
(ix) Form of Sub-Advisory Agreement on behalf of the C.A.S.E.
Growth Portfolio of the Fund. (3)
(x) Form of Co-Sub-Advisory Agreements on behalf of the
International Equity Portfolio of the Fund. (3)
(xi) Form of Sub-Advisory Agreement on behalf of the Global
Sector Portfolio of the Fund. (6)
(xii) Form of Sub-Advisory Agreement on behalf of the Value
Equity Portfolio of the Fund. (3)
(xiii) Form of Sub-Advisory Agreement on behalf of the U.S.
Equity Portfolio. (3)
(xiv) Form of Sub-Advisory Agreement on behalf of the Third
Avenue Value Portfolio.(8)
(xv) Form of Sub-Advisory Agreement on behalf of the Balanced
Portfolio and the Short-to-Intermediate Government
Portfolio of the Fund. (3)
(xvi) Form of Sub-Advisory Agreement on behalf of the Bond
Portfolio.(8)
(xvii) Form of Sub-Advisory Agreement on behalf of the Real
Estate Securities Portfolio.
6. Distribution Agreement. (4)
7. Director's Deferred Compensation Plan. (2)
8. Form of Custodian Agreement. (4)
9. Administrative Services and Transfer Agency Agreement. (4)
10. Opinion and consent of Thomas E. Pierpan, Esq. as to legality of
the securities being registered. (1)
11. Consent of Price Waterhouse LLP.
12. Not applicable.
13. Not applicable.
14. Not applicable.
15. Plan of Distribution. (6)
16. Schedules for Computations of Performance Quotations. (5)
17. Financial Data Schedules. (5)
18. Not Applicable.
19. Powers of Attorney (5)
- ---------------------
(1) Previously filed with Post-Effective Amendment No. 19 to Form N-1A dated
April 21, 1995 and incorporated herein by reference.
(2) Previously filed with Post-Effective Amendment No. 23 to Form N-1A dated
April 19, 1996 and incorporated herein by reference.
(3) Previously filed with Post-Effective Amendment No. 25 to Form N-1A dated
October 17, 1996, and incorporated herein by reference.
(4) Previously filed with Post-Effective Amendment No. 26 to Form N-1A dated
December 26, 1996 and incorporated herein by reference.
(5) Previously filed with Post-Effective Amendment No. 28 to Form N-1A dated
April 24, 1997, and incorporated herein by reference.
(6) Previously filed with Post-Effective Amendment No. 29 to Form N-1A dated
June 30, 1997, and incorporated herein by reference.
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(7) Previously filed with Post-Effective Amendment No. 30 to Form N-1A dated
August 4, 1997, and incorporated herein by reference.
(8) Previously filed with Post-Effective Amendment No. 31 to Form N-1A dated
October 16, 1997, and incorporated herein by reference.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Shares of the Registrant are sold and owned by the WRL Series Life
Account and WRL Series Annuity Account established by Western Reserve Life
Assurance Co. of Ohio ("Western Reserve") to fund benefits under certain
flexible premium variable life insurance policies and variable annuity contracts
issued by it. In addition, shares of the Growth Portfolio Common Stock of the
Registrant are also sold to the PFL Endeavor Variable Annuity Account and the
Mutual Fund Account, established by PFL Life Insurance Company, and AUSA
Endeavor Variable Annuity Account, established by AUSA Life Insurance Company,
Inc., both affiliates of Western Reserve. Shares of the Emerging Growth and
Global Portfolios Common Stock are also sold to the Mutual Fund Account,
established by PFL Life Insurance Company. Shares of the Growth, Bond, Money
Market, Global, Strategic Total Return, Balanced, Aggressive Growth, Emerging
Growth, Growth & Income, International Equity, Third Avenue Value, Value Equity,
U.S. Equity and Tactical Asset Allocation Portfolio Common Stock are sold to
Pooled Account No. 27 established by AUSA Life Insurance Company, Inc.
Item 26. NUMBER OF HOLDERS OF SECURITIES.
(2)
(1) NUMBER OF RECORD HOLDERS
TITLE OF CLASS AS OF APRIL 10, 1998
-------------- -----------------------
Growth Portfolio
Common Stock ($.01 par value) 6
Bond Portfolio
Common Stock ($.01 par value) 3
Money Market Portfolio
Common Stock ($.01 par value) 3
Global Portfolio
Common Stock ($.01 par value) 4
Emerging Growth Portfolio
Common Stock ($.01 par value) 4
Strategic Total Return Portfolio
Common Stock ($.01 par value) 3
Balanced Portfolio
Common Stock ($.01 par value) 3
Growth & Income Portfolio
Common Stock ($.01 par value) 3
Aggressive Growth Portfolio
Common Stock ($.01 par value) 3
Tactical Asset Allocation Portfolio
Common Stock ($.01 par value) 3
C.A.S.E. Growth Portfolio
Common Stock ($.01 par value) 2
International Equity Portfolio
Common Stock ($.01 par value) 3
Global Sector Portfolio
Common Stock ($.01 par value) 1
Value Equity Portfolio
Common Stock ($.01 par value) 3
U.S. Equity Portfolio
Common Stock ($.01 par value) 3
Third Avenue Value Portfolio
Common Stock ($.01 par value) 3
Real Estate Securities Portfolio
Common Stock ($.01 par value) 0
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Item 27. INDEMNIFICATION.
Article VI of the By-Laws of WRL Series Fund, Inc. provides in its entirety as
follows:
Each director, officer, or employee (and his heirs, executors and
administrators) shall be indemnified by the Corporation against all
liability and expense incurred by reason of the fact that he is or was a
director, officer or employee of the corporation, to the full extent and
in any manner permitted by Maryland law, as in effect at any time,
provided that nothing herein shall be construed to protect any director,
officer or employee against any liability to the corporation or to its
security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office ("disabling
conduct"). No indemnification of a director, officer or employee shall
be made pursuant to the preceding sentence unless there has been (a) a
final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified ("indemnity")
was not liable by reason of disabling conduct or (b) in the absence of
such a decision, a reasonable determination, based upon a review of the
facts, that the indemnity was not liable by reason of disabling conduct
by (i) the vote of a majority of a quorum of directors who are neither
"interested persons" of the corporation, as defined in Section 2(a)(19)
of the Investment Company Act of 1940, nor parties to the proceeding
("non-interested, non-party directors"), or (ii) an independent legal
counsel in a written opinion. Reasonable expenses incurred by each such
director, officer or employee may be paid by the corporation in advance
of the final disposition of any proceeding to which such person is a
party, to the full extent and under the circumstances permitted by
Maryland law, provided that such person undertakes to repay the advance
unless it is ultimately determined that he is entitled to
indemnification and either (i) he provides security for his undertaking,
(ii) the corporation is insured against losses by reason of any lawful
advances or (iii) a majority of a quorum of the non-interested,
non-party directors, or an independent legal counsel in a written
opinion, determines, based on a review of readily available facts, and
there is reason to believe that such person ultimately will be found
entitled to indemnification. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or
employee of the corporation against any liability asserted against and
incurred by such person in any such capacity or arising out of such
person's position, whether or not the corporation would have the power
to indemnify against such liability under the provisions of this Article
VI.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
A. WRL INVESTMENT MANAGEMENT, INC.
WRL Investment Management, Inc. ("WRL Management") is principally
engaged in offering investment advisory services.
The only business, professions, vocations or employments of a
substantial nature of Messrs. Kenney, Hurley and Yaeger, directors
of WRL Management, are described in the Statement of Additional
Information under the section entitled "Management of the Fund."
Additionally, the following describes the principal occupations of
other persons who serve as executive officers of WRL Management:
Kim D. Day, Vice President and Treasurer, is Vice President, Fund
Operations and Principal Accounting Officer of the WRL Series
Fund, Inc., Assistant Vice President and Assistant Treasurer of
Western
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Reserve Life Assurance Co. of Ohio ("Western Reserve") and Vice
President and Treasurer of WRL Investment Services, Inc.; William
H. Geiger, Esq., Secretary, is Assistant Secretary of the WRL
Series Fund, Inc., Senior Vice President, Secretary, General
Counsel and Group Vice President - Compliance of Western Reserve,
and Secretary of WRL Investment Services, Inc.; and Thomas E.
Pierpan, Esq., Vice President, Assistant Secretary and General
Counsel, is Vice President, Secretary and Associate General
Counsel of the WRL Series Fund, Inc. and Vice President, Associate
General Counsel and Assistant Secretary of Western Reserve, and
Vice President, Assistant Secretary and General Counsel of WRL
Investment Services, Inc.
B. GROWTH AND GLOBAL PORTFOLIOS: SUB-ADVISER - JANUS CAPITAL
CORPORATION
Janus Capital Corporation, the Sub-Adviser to the Growth and
Global Portfolios of the WRL Series Fund, Inc. is majority-owned
by Kansas City Southern Industries, Inc.
Janus Capital Corporation also serves as sub-adviser to certain of
the mutual funds within the IDEX Group and as investment adviser
or sub-adviser to other mutual funds, and for private and
retirement accounts. Thomas H. Bailey, Trustee, Chairman and
President of Janus Investment Fund and Janus Aspen Series,
Chairman, CEO, Director and President of the Sub-Adviser Director
of Janus Distributors, Inc., and Chairman and Director of Idex
Management, Inc., has no business, profession, vocation or
employment of a substantial nature other than his positions with
Idex Management, Inc. and Janus Capital Corporation. James P.
Craig, Executive Vice President and Trustee of Janus Investment
Fund and Janus Aspen Series, Director, Vice Chairman and Chief
Investment Officer of Janus Capital Corporation, has no
substantial business, profession, vocation or employment other
than his positions with Janus Capital Corporation. Michael N.
Stolper, a Director of Janus Capital Corporation, is President of
Stolper & Company, 525 "B" Street, Suite 1080, San Diego, CA
92101, an investment performance consultant. Michael E. Herman, a
Director of Janus Capital Corporation, is Chairman of the Finance
Committee of Ewing Marion Kauffman Foundation, 4900 Oak, Kansas
City, MO 64112. Thomas A. McDonnell, a Director of Janus Capital
Corporation, is President, Director and CEO of DST Systems, Inc.,
333 West 11th Street, 5th Floor, Kansas City, MO 64105, a provider
of data processing and recordkeeping services for various mutual
funds. Landon H. Rowland, a Director of Janus Capital, President
and Chief Executive Officer of Kansas City Southern Industries,
Inc. Steven R. Goodbarn is Vice President and Chief Financial
Officer of Janus Investment Fund and Janus Aspen Series, Vice
President of Finance, Treasurer and Chief Financial officer of
Janus Capital Corporation, Janus Service Corporation and Janus
Distributors, Inc., Director of Janus Distributors, Inc., Janus
Service Corporation, and Idex Management, Inc. and Vice President
of Finance of Janus Capital International Ltd., Margie G. Hurd,
Vice President and Chief Operations Officer of Janus Capital,
Director and President of Janus Service Corporation. Mark B.
Whiston, Vice President and Chief Marketing Officer of Janus
Capital, Director and President of Janus Capital International,
Ltd. Sandy R. Rufenacht, Executive Vice President of Janus
Investment Fund and Aspen Series, and Assistant Vice President of
Janus Capital. Helen Young Hayes, Scott W. Schoelzel, and Ronald
V. Speaker are each a Vice President of Janus Capital Corporation
and an Executive Vice President of Janus Investment Fund and Janus
Aspen Series.
C. MONEY MARKET AND REAL ESTATE SECURITIES PORTFOLIOS: SUB-ADVISER -
J.P. MORGAN INVESTMENT MANAGEMENT INC.
J.P. Morgan Investment Management Inc., the Sub-Adviser to the
Money Market and Real Estate Securities Portfolios is a
wholly-owned subsidiary of J.P. Morgan & Co. Incorporated. J.P.
Morgan Investment Management Inc. provides investment management
and related services for corporate, public and union employee
benefit funds, foundations, endowments, insurance companies and
government agencies.
The directors and principal officers of J.P. Morgan Investment
Management Inc. are listed below. Unless otherwise indicated, each
director and officer has a principal business address of 522 Fifth
Avenue, New York, NY 10036: Kenneth W. Anderson, Director and
Managing Director (J.P. Morgan Investment Management Inc., 28 King
Street, London SW1Y 6XA, United Kingdom); Robert A. Anselmi,
Director, Managing Director, General Counsel and Secretary; Jean
L.P. Brunel, Director; William L. Cobb, Jr., Vice Chairman,
Director and Managing Director; Michael R. Granito, Director;
Thomas M. Luddy, Director and Managing Director and Chief
Investment Officer; Michael E.
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Patterson, Director (J.P. Morgan & Co. Incorporated, 60 Wall
Street, New York, NY 10260-0060); C. Nicholas Potter, Chairman of
the Board (J.P. Morgan & Co. Incorporated, 60 Wall Street, New
York, NY 10260-0060); Keith M. Schappert, President, Director and
Managing Director; John R. Thomas, Director (J.P. Morgan
Investment Management, Inc., 101 California Street, San Francisco,
California 94111).
D. BOND AND BALANCED PORTFOLIOS: SUB-ADVISER - AEGON USA INVESTMENT
MANAGEMENT, INC.
AEGON USA Investment Management, Inc. ("AIMI"), the Sub-Adviser to
the Bond and Balanced Portfolios, is an Iowa corporation which was
incorporated on April 12, 1989. AIMI became a registered
investment adviser on March 16, 1992 and has assumed all of the
investment advisory functions of AEGON USA Securities, Inc.
("AEGON Securities"). AIMI and AEGON Securities are wholly-owned
subsidiaries of First AUSA Holding Company which is a wholly-owned
subsidiary of AEGON USA, Inc.
AIMI also serves as sub-adviser to IDEX Series Fund High Yield
Portfolio and Tax-Exempt Portfolio. Patrick E. Falconio is
President and Director of AIMI and AEGON USA Charitable
Foundation, Inc., Chairman of the Board and Director of AEGON USA
Managed Portfolios, Inc., Cedar Income Fund, Ltd., Realty
Information Systems, Inc., and USP Real Estate Investment Trust,
Director, Chief Investment Officer and Senior Vice President of
Bankers United Life Assurance Company ("Bankers United"), First
AUSA Life Insurance Company ("First AUSA"), Life Investors
Insurance Company of America ("LIICA"), Monumental General
Casualty Company ("Monumental General"), Monumental Life Insurance
Company ("Monumental Life") and PFL Life Insurance Company ("PFL
Life"), Director and Senior Vice President of AUSA Holding
Company, Director of AEGON USA Realty Advisors Inc., AEGON USA
Securities, Inc., AUSA Financial Markets, Inc., AUSA Institutional
Marketing Group, Inc., Cadet Holding Corp., Creditor Resources,
Inc., Executive Management & Consultant Services, Inc., Investors
Warranty of America, Inc., Monumental General Administrators,
Inc., Monumental General Insurance Group, Inc., Monumental General
Mass Marketing, Inc., Supplemental Insurance Division, Inc., The
Whitestone Corporation, United Financial Services, Inc. and
Zahorik Company, Inc., Chief Investment Officer and Executive Vice
President of AEGON USA, Inc. and Chief Investment Officer and
Senior Vice President of AUSA Life Insurance Company, Inc. ("AUSA
Life") and Western Reserve Life Assurance Co. of Ohio ("Western
Reserve") and Senior Vice President and Chief Financial Officer of
Southwest Equity Life Insurance Company; Brenda K. Clancy,
Director of AIMI, Director, Treasurer and Vice President of First
AUSA, LIICA, and Monumental Life, Director, Cashier and Treasurer
of Massachusetts Fidelity Trust Company, and Director of AEGON USA
Securities Inc., Senior Vice President, Controller and Treasurer
of Cadet Holding Corp., Senior Vice President and Treasurer of
AEGON USA, Inc., Vice President, Treasurer and Chief Financial
Officer of Bankers United, PFL Life and Western Reserve and
Director, AEGON USA Realty Advisors, Inc., Treasurer AUSA Holding
Company, AUSA Life and Zahorik Company, Inc., Vice President,
Treasurer, Investor Warranty and Money Services and Vice President
of Western Reserve, Treasurer of Zahorik Company, Inc.; Craig D.
Vermie, Director and Secretary of AEGON Management Company, AEGON
USA Charitable Foundation, Inc., AUSA Holding Corp., Cadet Holding
Corp., and Massachusetts Fidelity Trust Company, Director,
Secretary, Vice President and General Counsel of Bankers United,
LICA and PFL Life, Director, Secretary and Vice President of
Investors Warranty of America, Inc., Director, Vice President,
General Counsel and Assistant Secretary of Monumental Life,
Director, Vice President and Assistant Secretary of Monumental
General and Zahorik Company, Inc., Director and Vice President of
The Whitestone Corporation, Director and Assistant Secretary of
Creditor Resources, Inc., Monumental General Insurance Group, Inc.
and Monumental General Mass Marketing, Inc., Director of AIMI,
AUSA Financial Markets, Inc., AUSA Institutional Marketing Group,
Inc., CORPA Reinsurance Company, Executive Management & Consultant
Services, Inc., Monumental General Administrators, Inc., Short
Hills Management Company, United Financial Services, Inc., Vice
President and General Counsel of AEGON USA, Inc., Vice President
and Assistant Secretary of Western Reserve, Secretary of AUSA
Life, Money Services, Inc. Supplemental Insurance Division, Inc.
and United Financial Services, Inc., Assistant Secretary of AEGON
USA Realty Advisors Inc., Bankers Financial Life Insurance Company
and ZCI, Inc.; Donald E. Flynn is an Executive Vice President of
AIMI, and President of AEGON USA
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Managed Portfolios, Inc. and Vice President of AUSA Life, Bankers
United, First AUSA, LIICA, Money Services, Inc., Monumental
General, Monumental Life, PFL Life, and Western Reserve; Clifford
A. Sheets is Executive Vice President of AIMI, and Vice President
of AUSA Life, First AUSA, Monumental General, Western Reserve,
Bankers United, LIICA, Monumental Life and PFL Life; Ralph M.
O'Brien is a Senior Vice President of AIMI, Vice President of
AEGON USA Managed Portfolios, Inc., AUSA Life, Bankers United,
First AUSA, LIICA, Monumental General, Monumental Life, PFL Life,
and Western Reserve, and Trust Officer of Massachusetts Fidelity
Trust Company; Michael Van Meter is a Senior Vice President of
AIMI; Steven P. Opp is a Senior Vice President of AIMI; David R.
Halfpap is Assistant Secretary and Vice President of AEGON USA
Managed Portfolios, Inc., and Senior Vice President of AIMI, AUSA
Life, Bankers United, First AUSA, LIICA, Monumental General,
Monumental Life, PFL Life, and Western Reserve; Gregory W.
Theobald is Secretary and Vice President of AIMI, Secretary of
AEGON USA Managed Portfolios, Inc., and Vice President and
Assistant Secretary of AUSA Life, Bankers United, First AUSA,
LIICA, Monumental General, Monumental Life, PFL Life, and Western
Reserve, and Vice President of Money Services, Inc.; Lewis O.
Funkhouser is a Vice President of AIMI; Jon D. Kettering is Vice
President and Treasurer of AIMI and Vice President of AUSA Life,
Bankers United, First AUSA, LIICA, Monumental General, Monumental
Life, PFL Life, and Western Reserve; Michael N. Meese is a Vice
President of AIMI, and Portfolio Manager of AUSA Life; Robert L.
Hansen is Vice President of AIMI, AUSA Life, Bankers United, First
AUSA, LIICA, Monumental General, Monumental Life, PFL Life, and
Western Reserve; Bradley J. Beman; Rachel A. Dennis, David M.
Carney, Thomas A. Keel, Daniel H. Thatcher, James E. Fine, Thomas
E. Myers are also Vice Presidents of AIMI; Mary T. Pech and Karen
J. Green are each an Assistant Vice President of AIMI; Robert S.
Jeff is Assistant Secretary of AIMI.
E. EMERGING GROWTH PORTFOLIO: SUB-ADVISER - VAN KAMPEN AMERICAN
CAPITAL ASSET MANAGEMENT, INC.
Van Kampen American Capital Asset Management, Inc., the
Sub-Adviser to the Emerging Growth Portfolio, is a wholly-owned
subsidiary of Van Kampen American Capital, Inc. ("VKAC"), which,
in turn, is an indirect wholly-owned subsidiary of Morgan Stanley
Dean Witter & Co., a financial services company.
Van Kampen American Capital Asset Management, Inc. (the
"Sub-Adviser") serves as investment adviser to a number of
investment companies. The directors and executive officers of the
Sub-Adviser are: Don G. Powell, Chairman and Director of the
Sub-Adviser, Van Kampen American Capital Investment Advisory Corp.
("VK Adviser") and VKAC; Philip N. Duff, Chief Executive Officer
and a Director of the Sub-Adviser and the VK Adviser and President
and Chief Executive Officer and a Director of VKAC; Dennis J.
McDonnell, President, Chief Operating Officer and a Director of
the Sub-Adviser and the VK Adviser and Executive Vice President
and a Director of VKAC; Ronald A. Nyberg, Executive Vice
President, General Counsel and a Director of the Sub-Adviser, the
VK Adviser and VKAC; William R. Rybak, Executive Vice President,
Chief Financial Officer and a Director of the Sub-Adviser, the VK
Adviser and VKAC; Alan R. Sachtleben, Executive Vice President and
Chief Investment Officer - Equity Investments of the Sub-Adviser
and the VK Adviser; and Peter W. Hegel, Executive Vice President
and Chief Investment Officer - Fixed Income Investments of the
Sub-Adviser and the VK Adviser. All of these executive officers
and / or directors have no substantial business, profession,
vocation or employment other than their positions with the
Sub-Adviser, its subsidiaries and affiliates. The business address
of each of the executive officers and / or directors of the
Sub-Adviser is One Parkview Plaza, Oakbrook Terrace, Illinois
60181.
Don G. Powell, Chairman, CEO and Director of the Van Kampen
American Capital Asset Management, Inc. ("Sub-Adviser") and
President, CEO and Director of Van Kampen American Capital, Inc.
("VKAC"), has no business, profession, vocation or employment of a
substantial nature other than his positions with the Sub-Adviser,
its subsidiaries and affiliates. Dennis J. McDonnel, Director,
President, and Chief Operating Officer of the Sub-Adviser ,
Chairman, COO and Director of Van Kampen American Capital
Investment Advisory Corp. ("VK Advisor") and is Executive Vice
President of VKAC; Ronald A. Nyberg, Director of the Sub-Adviser,
and Executive Vice President and General Counsel of VKAC; William
R. Rybak, Director of Sub-Adviser and Executive Vice President and
CFO of VKAC; Robert C. Peck, Jr., Director of Sub-Adviser and
Executive Vice President of Van Kampen; Alan R. Sachtleben,
Director of Sub-Adviser and Executive Vice President of Van
Kampen; and Peter W. Hegel, Director of Sub-Adviser and Executive
Vice President of VK Advisor.
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F. STRATEGIC TOTAL RETURN PORTFOLIO: SUB-ADVISER - LUTHER KING
CAPITAL MANAGEMENT CORPORATION
Luther King Capital Management Corporation, the Sub-Adviser to the
Strategic Total Return Portfolio, is a registered investment
adviser providing investment management services.
Luther King Capital Management Corporation also provides
investment management services to individual and institutional
investors on a private basis. J. Luther King, Jr., President of
the Sub-Adviser, Paul W. Greenwell, Robert M. Holt, Jr., Scot C.
Hollmann, David L. Dowler, Donald R. Andrews, Joan M. Maynard,
Steven R. Purvis, Timothy E. Harris, and Barbara S. Garcia,
officers of Luther King Capital Management Corporation, have no
substantial business, profession, vocation or employment other
than their positions with Luther King Capital Management
Corporation.
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G. GROWTH & INCOME PORTFOLIO: SUB-ADVISER - FEDERATED INVESTMENT
COUNSELING
Federated Investment Counseling, the Sub-Adviser to the Growth &
Income Portfolio, is a registered investment adviser under the
Investment Advisers Act of 1940. It is a subsidiary of Federated
Investors.
The Sub-Adviser serves as investment adviser to a number of
investment companies and private accounts. Total assets under
management or administered by the Sub-Adviser and other
subsidiaries of Federated Investors is approximately $144 billion.
The Trustees of the Sub-Adviser, their position with the
Sub-Adviser, and, in parenthesis, their principal occupations are
as follows: John F. Donahue, Trustee (Chairman and Trustee,
Federated Investors, Federated Advisers, Federated Management, and
Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.); J. Christopher Donahue, Trustee (President and
Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director,
Federated Research Corp. and Federated Global Research Corp.;
President, Passport Research, Ltd; Trustee, Federated Shareholder
Services Company and Federated Shareholder Services; Director,
Federated Services Company); John W. McGonigle, Trustee (Executive
Vice President, Secretary and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global
Research Corp.; Trustee, Federated Shareholder Services Company
and Federated Shareholder Services; Director, Federated Services
Company; and Director, Federated Securities Corp.); Mark D. Olson,
Trustee (Trustee, Federated Investors, Federated Advisers,
Federated Research, Federated Management, Federated Shareholder
Services, and Federated Shareholder Services Company; Partner,
Wilson, Halbrook & Bayard, 107 W. Market Street, Georgetown,
Delaware 19947). The business address of the Trustees, with the
exception of Mark D. Olson, is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779.
The remaining Officers of the Sub-Adviser are: John B. Fisher,
President; William D. Dawson III, Henry A. Frantzen and J. Thomas
Madden, Executive Vice Presidents; Joseph M. Balestrino, Drew J.
Collins, Jonathan C. Conley, Deborah A. Cunnigham, Mark E.
Durbiano, Sandra L. McInerney, J. Alan Minteer, Susan M. Nason,
Mary Jo Ochson, Robert J. Ostrowski and Charles A. Ritter, Senior
Vice Presidents; Todd A. Abraham, J. Scott Albrecht, Randall S.
Bauer, David A. Briggs, Micheal W. Casey, Kenneth J. Cody,
Alexandre de Bethmann, Michael P. Donnelly, Linda A. Duessel,
Donald T. Ellenberger, Kathleen M. Foody-Malus, Thomas M. Franks,
Edward C. Gonzales, James E. Grefenstette, Susan R. Hill, Stephen
A. Keen, Robert K. Kinsey, Robert M. Kowit, Jeff A. Kozemchak,
Steven Lehman, Marian R. Marinack, Scott B. Schermerhorn, Frank
Semack, Aash M. Shah, Christopher J. Smith, William F. Stotz,
Tracy P. Stouffer, Edward J. Tiedge, Paige M. Wilhelm and Jolanta
M. Wysocka, Vice Presidents; Stefanie L. Bachhuber, Arthur J.
Barry, Robert E. Cauley, Lee R. Cunningham II, Paul S. Drotch,
Salvatore A. Esposito, Donna M. Fabiano, John T. Gentry, William
R. Jamison, Constantine Kartsonas, Natalie F. Metz, Joseph M.
Natoli, Keith J. Sabol, John Sheehy, Michael W. Sirianni, Gregg S.
Tenser, Leonardo A. Vila and Lori A. Wolff, Assistant Vice
Presidents; Stephen A. Keen, Secretary, and Thomas R. Donahue,
Treasurer. The business address of each of the Officers of the
Sub-Adviser is Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779. These individuals are also officers of some of the
investments advisers to other mutual funds.
H. AGGRESSIVE GROWTH PORTFOLIO: SUB-ADVISER - FRED ALGER MANAGEMENT,
INC.
Fred Alger Management, Inc. ("Alger Management"), the Sub-Adviser
to the Aggressive Growth Portfolio, is a wholly-owned subsidiary
of Fred Alger & Company, Incorporated ("Alger, Inc.") which in
turn is a wholly-owned subsidiary of Alger Associates, Inc., a
financial services holding company. Alger Management is generally
engaged in rendering investment advisory services to mutual funds,
institutions and, to a lesser extent, individuals.
Fred M. Alger III, serves as Chairman of the Board, David D. Alger
serves as President and Director, Gregory S. Duch serves as
Treasurer and Mary Marsden-Cochran serves as Secretary of the
following companies: Alger Associates, Inc.; Alger Management;
Alger, Inc.; Alger Properties, Inc., Alger Shareholder Services,
Inc.; Alger Life Insurance Agency, Inc.; and Castle Convertible
Fund, Inc. Fred M. Alger also serves as Chairman of the Board of
Analysts Resources, Inc. ("ARI") and
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Chairman of the Board and Trustee of The Alger Fund, The Alger
American Fund, Spectra Fund and The Alger Retirement Fund. David
D. Alger also serves as Executive Vice President and Director of
ARI and as President and Trustee of The Alger Fund, The Alger
American Fund, Spectra Fund and The Alger Retirement Fund. Gregory
S. Duch also serves as Treasurer of ARI, The Alger Fund, The Alger
American Fund, Spectra Fund and The Alger Retirement Fund. Mary
Marsden-Cochran also serves as Secretary of ARI, The Alger Fund,
Spectra Fund, The Alger American Fund and The Alger Retirement
Fund. The principal business address of each of the companies
listed above, other than Alger, Inc., is 75 Maiden Lane, New York,
NY 10038. The principal business address of Alger, Inc. is 30
Montgomery Street, Jersey City, NJ 07302.
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<PAGE>
I. TACTICAL ASSET ALLOCATION PORTFOLIO: SUB-ADVISER - DEAN INVESTMENT
ASSOCIATES
Dean Investment Associates ("Dean"), the Sub-Adviser to the
Tactical Asset Allocation Portfolio, is a division of C.H. Dean
and Associates, Inc. Dean is the money management division of C.H.
Dean and Associates, Inc. Dean became a registered investment
adviser in October, 1972 and will assume all of the investment
advisory functions. C.H. Dean and Associates is a Nevada
corporation (6/30/95) which was an Ohio corporation originally
incorporated on March 28, 1975.
Chauncey H. Dean is the Chairman and Chief Executive Officer;
Robert D. Dean is Vice President and Director of Research; Frank
H. Scott is Senior Vice President; John C. Riazzi is Vice
President and Director of Consulting Services; Richard M. Luthman
is Senior Vice President; Darrell N. Fulton is Vice President of
Information Systems. The business address of each of the Officers
of the Sub-Adviser is 2480 Kettering Tower, Dayton, Ohio
45423-2480.
J. C.A.S.E. GROWTH PORTFOLIO (THE "PORTFOLIO"): SUB-ADVISER -
C.A.S.E. MANAGEMENT, INC.
C.A.S.E. Management, Inc. ("C.A.S.E."), the Sub-Adviser to the
Portfolio, is a registered investment advisory firm and a
wholly-owned subsidiary of C.A.S.E. Inc. C.A.S.E. Inc. is
indirectly controlled by William Edward Lange, President and Chief
Executive Officer of C.A.S.E. C.A.S.E. provides investment
management services to financial institutions, high net worth
individuals, and other professional money managers.
William E. Lange is the President, Chief Executive Officer and
Founder; Robert G. Errigo, Investment Committee Board Member; John
Gordon, Investment Committee Board Member; Bruce H. Jordan, Senior
Vice President and James M. LaBonte, Chief Operating Officer;
William Fagon, Senior Vice President Marketing; Richard Wells,
Senior Vice President Marketing; and Robert Hardy, Marketing
Director. The business address of each of the Officers of the
Sub-Adviser is 5355 Town Center Road, Suite 702, Boca Raton,
Florida 33486.
K. INTERNATIONAL EQUITY PORTFOLIO: CO-SUB-ADVISERS - SCOTTISH
EQUITABLE INVESTMENT MANAGEMENT LIMITED AND GE INVESTMENT
MANAGEMENT INCORPORATED AND U.S. EQUITY PORTFOLIO: SUB-ADVISER -
GE INVESTMENT MANAGEMENT INCORPORATED.
Scottish Equitable Investment Management Limited ("Scottish
Equitable") serves as a Co-Sub-Adviser to the International Equity
Portfolio. See "Management of the Fund - The Co-Sub-Advisers" in
the Prospectus and Statement of Additional Information regarding
the business of Scottish Equitable. Scottish Equitable is a
wholly-owned subsidiary of Scottish Equitable plc.
The Directors and Officers of Scottish Equitable are listed below.
Unless otherwise indicated, each Director and Officer has a
principal business address of Edinburgh Park, Edinburgh EH12 9SE:
William W. Stewart, Chairman of the Board and Executive Director,
Strategy; Russell Hogan, Investment Development Director; Roy
Patrick, Director and Company Secretary; Paul N. Ritchie, Director
and Investment Administration Manager; Otto Thoresen, Director,
International Business.
None of these Directors or Officers has any substantial business,
profession, vocation or employment other than their positions with
Scottish Equitable, Scottish Equitable plc and other group
companies.
GE Investment Management Incorporated ("GEIM") also serves as a
Co-Sub-Adviser for the International Equity Portfolio and serves
as Sub-Adviser to the U.S. Equity Portfolio. GEIM is a
wholly-owned subsidiary of General Electric Company ("GE"). GEIM's
principal officers and directors serve in similar capacities with
respect to General Electric Investment Corporation ("GEIC," and,
together with GEIM, collectively referred to as "GE Investments"),
which like GEIM is a wholly-owned subsidiary of GE. GEIC serves as
investment adviser to various GE pension and benefit plans and
certain employee mutual funds. The directors and executive
officers of GEIC are: John H. Myers, Chairman, Director and CEO;
Michael J. Cosgrove, Executive Vice President, Alan M. Lewis,
Executive Vice President and General Counsel; Robert A.
MacDougall, Executive Vice President; Eugene K. Bolton, Executive
Vice President; Donald W. Torey, Executive Vice President and
Ralph R. Layman, Executive Vice President. All of these officers
and/or directors have no substantial business,
C-11
<PAGE>
profession, vocation or employment other than their positions with
GEIM and/or its subsidiaries and affiliates.
L. GLOBAL SECTOR PORTFOLIO: SUB-ADVISER - MERIDIAN INVESTMENT
MANAGEMENT CORPORATION
Meridian Investment Management Corporation ("Meridian") serves as
Sub-Adviser for the Global Sector Portfolio. Meridian is a
wholly-owned subsidiary of Meridian Management & Research
Corporation and provides investment management and related
services to other mutual fund portfolios and individual,
corporate, charitable and retirement accounts.
The directors and officers of Meridian are listed below. Unless
otherwise indicated, each director and officer has held the
position listed for at least the past two years and has a
principal business address of 12835 East Arapahoe Road, Tower II,
Penthouse, Englewood, CO 80112: Michael J. Hart, President &
Director, President of Meridian Management & Research Corporation
and President of 1Meridian Clearing Corporation; and Dr. Craig T.
Callahan, Secretary, Treasurer & Director, Chief Investment
Officer of Meridian Management & Research Corporation and Vice
President of Meridian Clearing Corporation.
M. VALUE EQUITY PORTFOLIO: SUB-ADVISER - NWQ INVESTMENT MANAGEMENT
COMPANY, INC.
NWQ Investment Management Company, Inc. ("NWQ") serves as
Sub-Adviser for the Value Equity Portfolio. NWQ is a Massachusetts
corporation and is a wholly-owned subsidiary of United Asset
Management Corporation. NWQ provides investment advice to
individuals, pension funds, profit sharing funds, charitable
institutions, educational institutions, trust accounts,
corporations, insurance companies, municipalities and governmental
agencies.
The directors and officers of NWQ are listed below. Unless
otherwise indicated, each director and officer has held the
positions listed for at least the past two years and is located at
NWQ's principal business address of 2049 Century Park East, 4th
Floor, Los Angeles, CA 90067: David A. Polak, President, Chief
Investment Officer; Edward C. Friedel, Jr., Managing Director; Jon
D. Bosse, Managing Director/Director Equity Research; James H.
Galbreath (Denver), Managing Director; Mary-Gene Slaven,
Secretary/Treasurer & Managing Director; James P. Owen, Managing
Director; Michael C. Mendez (Scottsdale, AZ), Managing Director;
Phyllis G. Thomas, Managing Director; Louis T. Chambers, Vice
President, Justin T. Clifford, Managing Director; Jeffrey M.
Cohen, Vice President; Ronald R. Halverson (Minneapolis, MN), Vice
President; Thomas J. Laird, Managing Director, Karen S. McCue,
Vice President; Martin Pollack, Vice President; and Ronald R.
Sternal (Minneapolis, MN), Vice President.
N. THIRD AVENUE VALUE PORTFOLIO: SUB-ADVISER - EQSF ADVISERS, INC.
EQSF Advisers, Inc. ("EQSF") serves as Sub-Adviser for the Third
Avenue Value Portfolio. EQSF is a New York corporation and is
controlled by Martin J. Whitman.
The directors and officers of EQSF are listed below. Unless
otherwise indicated, each director and officer has held the
positions listed for at least the past two years and is located at
EQSF's business address of 767 Third Avenue, New York, New York,
10017-2023: Martin J. Whitman, Chairman, Chief Executive Officer
and President, is Chairman, Chief Executive Officer and President
of Third Avenue Trust, Chairman, Chief Investment Officer and
Chief Executive Officer of M.J. Whitman Advisers, Inc., Chairman
and Chief Executive Officer of M.J. Whitman, Inc. and Danielson
Holding Corporation, Director of Nabors Industries, Inc., and
President and Chief Executive Officer of Martin J. Whitman & Co.,
Inc.; David M. Barse, Director and Executive Vice President, is
Executive Vice President of Third Avenue Trust, Director,
President and Chief Operating Officer of M.J. Whitman Holding
Corp., M.J. Whitman, Inc., M.J. Whitman Advisers, Inc. and
Danielson Holding Corporation; Michael Carney, Treasurer and Chief
Financial Officer, is Director, Treasurer and Chief Financial
Officer of M.J. Whitman, Inc., M.J. Whitman Holding Corp. and M.J.
Whitman Advisers, Inc. and Chief Financial Officer of Danielson
Holding Corporation and Third Avenue Trust; Kerri Weltz,
Controller, is Assistant Treasurer and Controller of Third Avenue
Trust, Controller of Danielson Holding Corp., Whitman Heffernan &
Rhein Workout Fund II, L.P., Whitman Heffernan & Rhein Workout
Fund II-A and WHR Management Corporation; Ian M. Kirschner,
General Counsel and Secretary, is General
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<PAGE>
Counsel and Secretary of Third Avenue Trust, Danielson Holding
Corporation, M.J. Whitman Holding Corp., M.J. Whitman, Inc. and
M.J. Whitman Advisers, Inc.; Barbara Whitman, Director, is a
Director of Third Avenue Trust and a Registered Representative of
M.J. Whitman, Inc.
Item 29. PRINCIPAL UNDERWRITERS.
(a) The Registrant has entered into a Distribution Agreement with
InterSecurities, Inc. ("ISI"), whose address is P.O. Box 9053,
Clearwater, FL 33758-9053, to act as the principal underwriter of
Fund Shares. ISI also serves as an investment adviser and
principal underwriter to the IDEX Series Fund and as principal
underwriter to the WRL Series Life Account and the WRL Series
Annuity Account.
(b) Directors and Officers of Principal Underwriter:
<TABLE>
<CAPTION>
(1) (2) (3)
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES WITH POSITIONS AND OFFICES WITH
ADDRESS UNDERWRITER REGISTRANT
--------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
John R. Kenney* Chairman and Director Chairman and President
G. John Hurley* Director, President and CEO Director and Executive
Vice President
William H. Geiger* Director and Secretary Vice President and
Assistant Secretary
Thomas R. Moriarty* Senior Vice President N/A
Christopher G. Roetzer* Assistant Vice President N/A
Duncan Cameron* Assistant Vice President N/A
Cynthia L. Remley* Vice President, and N/A
Associate General Counsel
Terry L. Garvin* Vice President N/A
Mike Williams* Vice President N/A
Stanley R. Orr* Vice President N/A
William G. Cummings* Vice President and Treasurer N/A
Kimberly A. Scouller* Vice President and Counsel N/A
Kristy L. Dowd* Vice President - Project N/A
Development
C-13
<PAGE>
(1) (2) (3)
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES WITH POSITIONS AND OFFICES WITH
ADDRESS UNDERWRITER REGISTRANT
--------------------------- -------------------------- --------------------------
Herbert Pontzer* Vice President - Compliance N/A
Rod Tidwell Assistant Vice President N/A
Diane Rogers* Assistant Vice President N/A
Ronald T. Klimas* Assistant Vice President N/A
Russell W. Crooks* Assistant Vice President N/A
Margaret Cullem-Fiore Assistant Vice President, Assistant N/A
Secretary and Associate Counsel
Gregory Limardi* Assistant Vice President N/A
Stuart Walsky* Assistant Vice President N/A
Ronald L. Hall* Sr. Vice President, Sales and N/A
Marketing
Christine M. Goodwin* Assistant Vice President N/A
Stephen R. Breininger* Assistant Vice President N/A
Donna Craft Assistant Vice President N/A
James Kiely* Assistant Secretary N/A
Laura (Schneider) Hunt* Assistant Secretary N/A
Myron Chastain* Assistant Secretary N/A
Kristina Mackowiak Assistant Secretary N/A
Tracey Creighton Assistant Secretary N/A
<FN>
- ---------------
*201 Highland Avenue, Largo, Florida 33770
</FN>
</TABLE>
Item 30. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company
Act of 1940, as amended, and rules promulgated thereunder are in
the possession of WRL Investment Management, Inc. and WRL
Investment Services, Inc. at their offices at 201 Highland Avenue,
Largo, Florida 33770, or at the offices of the Fund's custodian,
Investors Bank & Trust Company, 200 Clarendon Street, 16th Floor,
Boston, MA 02111.
Item 31. MANAGEMENT SERVICES.
Not applicable
C-14
<PAGE>
Item 32. UNDERTAKINGS.
The Registrant undertakes to file a post-effective amendment
including the financial statements of the Third Avenue Value
Portfolio and the Real Estate Securities Portfolio of the WRL
Series Fund, Inc., which need not be certified, within four to six
months of commencement of operations.
The Registrant undertakes to furnish to each person to whom a
prospectus is delivered with a copy of the Registrant's latest
Annual Report and Semi-Annual Report to shareholders, Policyowners
or Contract Owners upon request and without charge.
C-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, WRL Series Fund, Inc., certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 34 to its Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of Largo, State of Florida, on this 21st day of April, 1998.
WRL SERIES FUND, INC.
(Registrant)
By: /s/ JOHN R. KENNEY
-------------------
John R. Kenney
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 34 to its Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
SIGNATURE AND TITLE DATE
- ------------------- ----
/s/ JOHN R. KENNEY April 21, 1998
- ------------------------
Chairman of the Board and President
John R. Kenney
/s/ G. JOHN HURLEY April 21, 1998
- ------------------------
Executive Vice President and Director
G. John Hurley
/s/ PETER R. BROWN April 21, 1998
- -------------------------
Director - Peter R. Brown *
/s/ CHARLES C. HARRIS April 21, 1998
- --------------------------
Director - Charles C. Harris*
// RUSSELL A. KIMBALL, JR. April 21, 1998
- ---------------------------
Director - Russell A. Kimball, Jr. *
<PAGE>
/s/ ALLAN J. HAMILTON April 21, 1998
- ------------------------------
Treasurer and Principal Financial Officer
Allan J. Hamilton
/s/ KIM D. DAY April 21, 1998
- -----------------------------
Vice President and
Principal Accounting Officer
Kim D. Day
/S/ THOMAS E. PIERPAN
- -----------------------------
* Signed by Thomas E. Pierpan
as Attorney-in-fact
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS FILED WITH
POST-EFFECTIVE AMENDMENT NO. 34 TO
REGISTRATION STATEMENT ON
FORM N-1A
WRL SERIES FUND, INC.
REGISTRATION NO. 33-507
<PAGE>
Exhibit Index
EXHIBIT DESCRIPTION
NO. OF EXHIBIT
- ------ -----------
1. (L) Articles Supplementary to Articles of
Incorporation of WRL Series Fund, Inc.
5. (xvii) Form of Sub-Advisory Agreement on behalf
of the Real Estate Securities Portfolio
of the Fund.
10. Opinion and Consent of Thomas E. Pierpan,
Esq.
11. Consent of Price Waterhouse LLP.
17. Financial Data Schedules
EXHIBIT 99.B1
EXHIBIT 1(L)
ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION
OF WRL SERIES FUND, INC.
<PAGE>
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
WRL SERIES FUND, INC.
WRL SERIES FUND, INC., a Maryland corporation ("Corporation"), on
behalf of its Board of Directors ("Directors"), hereby certifies to the Maryland
Department of Assessments and Taxation as follows:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.
SECOND: Pursuant to Article V, Paragraph 1 of the Corporation's
Articles of Incorporation, the Corporation is authorized to issue One Billion
(1,000,000,000) shares of Common Stock having a par value of one cent ($0.01)
per share and the aggregate par value of $10,000,000 ("Shares") which are
classified in the Corporation's Articles of Incorporation as follows: Three
Hundred Million (300,000,000) of the Shares are designated as Money Market
Portfolio Common Stock; Twenty-Five Million (25,000,000) of the Shares are
designated as Bond Portfolio Common Stock; and Six Hundred Seventy-five Million
(675,000,000) of the Shares are designated as Growth Portfolio Common Stock.
THIRD: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on November 25, 1992, the Shares were reclassified as
follows: Three Hundred Million (300,000,000) of the Shares are designated as
Money Market Portfolio Common Stock; Twenty-Five Million (25,000,000) of the
Shares are designated as Bond Portfolio Common Stock; and Two Hundred
Seventy-five Million (275,000,000) of the Shares are designated as Growth
Portfolio Common Stock; One Hundred Million (100,000,000) of the Shares are
designated as Global Portfolio Common Stock; One Hundred Million (100,000,000)
of the Shares are designated as Short-to-Intermediate Government Portfolio
Common Stock; One Hundred Million (100,000,000) of the Shares are designated as
Emerging Growth Portfolio Common Stock; and One Hundred Million (100,000,000) of
the Shares are designated as Equity-Income Portfolio Common Stock.
FOURTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on March 1, 1994, Shares were reclassified as
follows: One Hundred Fifty Million (150,000,000) of the authorized but unissued
Shares of the Growth Portfolio Common Stock were reclassified and designated as
follows: Seventy-five Million (75,000,000) were designated as Balanced Portfolio
Common Stock; and Seventy-five Million (75,000,000) were designated as Utility
Portfolio Common Stock. Seventy-five Million (75,000,000) of the authorized but
unissued Shares of the Money Market Portfolio Common Stock were reclassified and
designated as Aggressive Growth Portfolio Common Stock.
FIFTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on September 2, 1994, Shares were reclassified as
follows: Seventy-five Million (75,000,000) of the
<PAGE>
authorized but unissued Shares of the Money Market Portfolio Common Stock were
reclassified and designated as follows: Seventy-five Million (75,000,000) were
designated as Tactical Asset Allocation Portfolio Common Stock.
SIXTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on April 6, 1995, the Corporation increased the aggregate
number of shares of capital (common) stock which the Fund has authority to issue
from One Billion (1,000,000,000) Shares of the par value of one cent ($0.01) per
share and the aggregate par value of $10,000,000, to Two Billion (2,000,000,000)
Shares of the par value of one cent ($0.01) per share and the aggregate par
value of $20,000,000. Of the One Billion (1,000,000,000) shares newly authorized
by the Corporation, the Shares were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as C.A.S.E. Quality Growth Portfolio
Common Stock; Seventy-five Million (75,000,000) of the Shares were designated as
C.A.S.E. Growth & Income Portfolio Common Stock; and Seventy-five Million
(75,000,000) of the Shares were designated as C.A.S.E. Growth Portfolio Common
Stock.
SEVENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on July 14, 1995, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as T. Rowe Price-WRL Equity Income
Portfolio Common Stock; Seventy-five Million (75,000,000) of the Shares were
designated as Leisure Portfolio Common Stock; Seventy-five Million (75,000,000)
of the Shares were designated as International Equity Portfolio Common Stock;
and Seventy-five Million (75,000,000) of the Shares were designated as Janus
Balanced Portfolio Common Stock.
EIGHTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on January 4, 1996, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as Value Equity Portfolio Common
Stock; Seventy-five Million (75,000,000) of the Shares were designated as
Meridian/INVESCO Global Sector Portfolio Common Stock; Seventy-five Million
(75,000,000) of the Shares were designated as Meridian/INVESCO US Sector
Portfolio Common Stock; and Seventy-five Million (75,000,000) of the Shares were
designated as Meridian/INVESCO Foreign Sector Portfolio Common Stock.
NINTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on October 23, 1996, shares of the authorized capital
(common) stock were classified as follows: Seventy-five Million (75,000,000) of
the Shares were designated as U.S. Equity Portfolio Common Stock.
TENTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on December 6, 1996, the authorized but unissued shares
of the Meridian/INVESCO Global Sector Portfolio Common Stock were designated as
Global Sector Portfolio Common Stock; the authorized capital (common) stock of
the Meridian/INVESCO US Sector Portfolio were designated as US Sector Portfolio
Common Stock; and the authorized capital (common) stock of the Meridian/INVESCO
Foreign Sector Portfolio Common Stock were designated as Foreign Sector Common
Stock.
<PAGE>
ELEVENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on April 18, 1997, the authorized but unissued
shares of the Equity-Income Portfolio Common Stock were designated as Strategic
Total Return Portfolio Common Stock and the authorized but unissued shares of
the Utility Portfolio were designated as Growth & Income Portfolio Common Stock.
TWELFTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on September 19, 1997, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as Third Avenue Value Portfolio
Common Stock.
THIRTEENTH: The Board of Directors of the Corporation, at a meeting
duly convened and held on December 8, 1997, adopted resolutions classifying
Shares of the authorized but unissued capital (common) stock as follows:
Seventy-five Million (75,000,000) of the Shares were designated as Real Estate
Securities Portfolio Common Stock.
FOURTEENTH: The Shares of Common Stock as so authorized and
reclassified by the Directors of the Corporation shall have the powers,
preferences, and rights, and qualifications, restrictions and limitations,
specified in Article V, Paragraph 4 of the Articles of Incorporation of the
Corporation and shall be subject to all its provisions relating to the stock of
the Corporation.
FIFTEENTH: The aforesaid Shares of Common Stock have been duly
authorized and reclassified by the Directors pursuant to authority and power
contained in the Articles of Incorporation of the Corporation and in accordance
with Section 2-105(c) of the Maryland General Corporation Law.
IN WITNESS WHEREOF, the undersigned Chairman of the Board of Directors
of WRL Series Fund, Inc., hereby executes these Articles Supplementary on behalf
of the Corporation, acknowledges that these Articles Supplementary are the act
of the Corporation, and certifies that, to the best of his knowledge,
information and belief, all matters and facts set forth herein are true in all
material respects, under the penalties of perjury.
Date: February 27, 1998
WRL SERIES FUND, INC.
/s/ JOHN R. KENNEY
-------------------------
John R. Kenney
Chairman of the Board of Directors
ATTEST: and President
/s/ PRISCILLA I. HECHLER
- ------------------------
Priscilla I. Hechler
Assistant Vice President
and Assistant Secretary
EXHIBIT 99.B5
EXHIBIT 5(XVII)
FORM OF SUB-ADVISORY AGREEMENT ON BEHALF OF
THE REAL ESTATE SECURITIES PORTFOLIO
OF WRL SERIES FUND, INC.
<PAGE>
SUB-ADVISORY AGREEMENT
BETWEEN
WRL INVESTMENT MANAGEMENT, INC.
AND
J. P. MORGAN INVESTMENT MANAGEMENT INC.
SUB-ADVISORY AGREEMENT, made as of the 1st day of May, 1998, between
WRL Investment Management, Inc. ("Investment Adviser"), a corporation organized
and existing under the laws of the State of Florida and J. P. Morgan Investment
Management Inc. ("Sub-Adviser"), a corporation organized and existing under the
laws of the State of Delaware.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of the 1st day of January, 1997 ("Advisory Agreement") with
the WRL Series Fund, Inc. ("Fund"), a Maryland corporation which is engaged in
business as an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of the Real Estate
Securities Portfolio ("Portfolio"), a separate series of the Fund;
WHEREAS, the Sub-Adviser is engaged principally in the business of
rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");
and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to furnish certain investment advisory services to the Investment
Adviser with respect to the Portfolio and the Sub-Adviser is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual promises
herein set forth, the parties hereto agree as follows:
1. INVESTMENT DESCRIPTION: APPOINTMENT.
The Investment Adviser desires to employ the capital of the Portfolio by
investing and reinvesting in investments of the kind and in accordance with the
limitations specified in the Fund's Articles of Incorporation, as amended to
date (the "Charter Document"), and in the prospectus (the "Prospectus") and the
statement of additional information (the "Statement") for the Fund filed with
the Securities and Exchange Commission as part of the Fund's Registration
Statement on Form N-1A, as amended or supplemented from time to time, and in
such manner and to such extent as from time to time may be approved by the
Fund's Board of Directors. Copies of the Prospectus, the Statement and the
Charter Document, each as currently in effect, have been delivered to the
Sub-Adviser. The Investment Adviser agrees, on an ongoing basis, to provide to
the Sub-Adviser as promptly as practicable, copies of all amendments and
supplements to the Prospectus and Statement and amendments to the Charter
Document. The Advisory Agreement provides that the Investment Adviser may engage
a Sub-Adviser to perform the services contemplated hereunder. The Investment
Adviser desires to engage and hereby appoints the Sub-Adviser to act as
investment sub-adviser to the Portfolio. The Sub-Adviser accepts the appointment
and agrees to furnish the services described herein for the compensation set
forth below.
2. SERVICES AS INVESTMENT SUB-ADVISER, GUIDELINES AND ADVICE.
Subject to the supervision of the Investment Adviser and the Board of
Directors of the Fund, the Sub-Adviser will (a) manage the Portfolio's assets in
accordance with the Portfolio's investment objective(s) and policies stated in
the Prospectus, the Statement and the Charter Document, but subject to
Guidelines (as such term is defined below); (b) make investment decisions for
the Portfolio; (c) place purchase and sale orders for portfolio transactions for
the Portfolio; and (d) employ professional portfolio
<PAGE>
managers and securities analysts to provide research services to the Portfolio;
(e) furnish statistical and analytical information and reports as may reasonably
be required by the Investment Adviser from time to time, and, in providing these
services, conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Portfolio's assets; (f) cause its
officers to attend meetings of the Fund's Board of Directors and furnish oral or
written reports, as the Investment Adviser may reasonably require, in order to
keep the Investment Adviser and its officers and the Directors of the Fund and
appropriate officers of the Fund fully informed as to the condition of the
investment securities of the Portfolio, the investment recommendations of the
Sub-Adviser, and the investment considerations which have given rise to those
recommendations.
The Investment Adviser agrees on an on-going basis to provide or cause
to be provided to the Sub-Adviser guidelines, to be revised as provided below
(the "Guidelines"), setting forth limitations, by dollar amount or percentage of
net assets, on the types of securities in which the Portfolio is permitted to
invest or investment activities in which the Portfolio is permitted to engage.
Among other matters, the Guidelines shall set forth clearly the limitations
imposed upon the Portfolio as a result of relevant diversification requirements
under state and federal law pertaining to insurance products, including, without
limitation, the provisions of Section 817(h) of the Internal Revenue Code of
1986, as amended (the "Code"). The Guidelines shall remain in effect until 12:00
p.m. on the third business day following actual receipt by the Sub-Adviser of a
written notice, denominated clearly as such, setting forth revised Guidelines.
The Investment Adviser agrees that the Sub-Adviser may rely on the Guidelines
without independent verification of their accuracy.
3. BROKERAGE.
In selecting brokers or dealers to execute transactions on behalf of the
Portfolio, the Sub-Adviser will seek the best overall terms available. In
assessing the best overall terms available for any transaction, the Sub-Adviser
will consider factors it deems relevant, including, without limitation, the
breadth of the market in the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of the commission, if
any, for the specific transaction and on a continuing basis. In selecting
brokers or dealers to execute a particular transaction, and in evaluating the
best overall terms available, the Sub-Adviser is authorized to consider the
brokerage and research services (within the meaning of Section 28(e) of the
Securities Exchange Act of 1934, as amended) provided to the Portfolio and/or
other accounts over which the Sub-Adviser or its affiliates exercise investment
discretion.
4. STANDARD OF CARE.
The Sub-Adviser shall exercise its best judgment in rendering the
services described in paragraph 2 and 3 above. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Portfolio in connection with matters to which this Agreement relates, except
a loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement (each such act or omission shall be
referred to as "Disqualifying Conduct"). The Sub-Adviser shall not be deemed to
have engaged in Disqualifying Conduct if it complies with the Guidelines and the
Sub-Adviser's failure to act in accordance therewith shall not constitute
evidence that it engaged in Disqualifying Conduct.
5. COMPENSATION.
In consideration of the services rendered pursuant to this Agreement,
the Investment Adviser will pay the Sub-Adviser on the first business day of
each month a fee for the previous month at the annual rate of 0.40% of the
Portfolio's average daily net assets. The fee for the period from the date of
its initial public sale of the Portfolio's shares to the end of the month during
which such sale shall have been commenced shall be prorated according to the
proportion that such period bears to the full monthly period. Upon termination
of this Agreement before the end of a month, the fee for such part of that month
shall be prorated according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. For the purposes of determining fees
<PAGE>
payable to the Sub-Adviser, the value of the Portfolio's net assets shall be
computed at the times and in the manner specified in the Prospectus and/or the
Statement.
6. EXPENSES.
The Sub-Adviser will bear all of its expenses in connection with the
performance of its services under this Agreement. All other expenses to be
incurred in the operation of the Portfolio will be borne by the Fund or the
Investment Adviser, as appropriate, except to the extent specifically assumed by
the Sub-Adviser. The expenses to be borne by the Fund or the Investment Adviser,
as appropriate, include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, Directors' fees,
Securities and Exchange Commission filing fees, if any, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal expenses, costs
of independent pricing services, costs of maintaining existence, costs
attributable to investor services (including, without limitation, telephone and
personnel expenses), costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing stockholders, costs of stockholders' reports and meetings, and
extraordinary expenses.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS.
The Investment Adviser understands that the Sub-Adviser now acts, will
continue to act and may act in the future as investment adviser to fiduciary and
other managed accounts and as investment adviser to other investment companies,
and the Investment Adviser has no objection to the Sub-Adviser so acting,
provided that, whenever the Portfolio and one or more other accounts or
investment companies advised by the Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a methodology believed to be equitable to each entity. The
Sub-Adviser agrees to allocate similarly opportunities to sell securities. The
Investment Adviser recognizes that, in some cases, this procedure may limit the
size of the position that may be acquired or sold for the Portfolio. The
Investment Adviser understands that the persons employed by the Sub-Adviser to
assist in the performance of the Sub-Adviser's duties hereunder will not devote
their full time to such service and nothing contained herein shall be deemed to
limit or restrict the right of the Sub-Adviser or any affiliate of the
Sub-Adviser to engage in and devote time and attention to other business or to
render services of whatever kind or nature.
8. BOOKS AND RECORDS.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio are the property of the Fund and further agrees to surrender promptly
to the Fund copies of any of such records upon the Fund's or the Investment
Adviser's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records relating to its
activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act
and to preserve the records relating to its activities hereunder required by
Rule 204-2 under the Advisers Act, for the period specified in said Rule.
9. TERM OF AGREEMENT.
This Agreement shall become effective upon the date first above written,
provided that this Agreement shall not take effect unless it has first been
approved (i) by a vote of a majority of those Directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the 1940 Act)
of any such party, cast in person at a meeting called for the purposes of voting
on such approval, and (ii) by vote of a majority of the Portfolio's outstanding
voting securities. Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from its effective date. Thereafter, this
Agreement shall continue in effect from year to year, provided such continuance
is specifically approved at least annually by (i) the Fund's Board or (ii) a
vote of a "majority" (as defined in
<PAGE>
the 1940 Act) of the Portfolio's outstanding voting securities, provided that in
either event the continuance is approved by a majority of the Fund's Board who
are not interested persons of any party to this Agreement by vote cast in person
at a meeting called for the purpose of voting such approval. This Agreement is
terminable, without penalty, on 60 days' written notice, by the Investment
Adviser, by the Fund's Board, by vote of holders of a majority of the
Portfolio's shares or by the Sub-Adviser, and will terminate five business days
after the Sub-Adviser receives written notice of the termination of the advisory
agreement between the Fund and the Investment Adviser. This Agreement also will
terminate automatically in the event of its assignment (as defined in the 1940
Act).
10. INDEMNIFICATION.
The Investment Adviser agrees to indemnify and hold harmless the
Sub-Adviser and each person who controls or is associated with the Sub-Adviser
within the meaning of such terms under the federal securities laws and any
officer, trustee, director, employee or agent of the foregoing, against any and
all losses, claims, damages or liabilities, joint or several (including any
investigative, legal and other expenses reasonably incurred in connection
therewith) under any statute or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities:
(1) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material
fact contained in the variable annuity contracts and
variable life insurance policies (both contracts and
policies, collectively referred to as "Contracts") for
which the Portfolio serves as an underlying investment
option, (ii) any untrue statement or alleged untrue
statement of any material fact contained in the
Prospectuses or Statements for the Contracts, (iii) any
sales literature for the Contracts, (or any amendment or
supplement to any of the foregoing), or (iv) the
statement or omission to state or the alleged statement
or alleged omission to state in the Prospectuses or
Statements for the Contracts a material fact required to
be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in
which they were made; provided, that this provision shall
not apply if such statement or omission or such alleged
statement or alleged omission was made in reliance upon
and in conformity with information furnished to the
Investment Adviser by the Sub-Adviser for use in the
Contracts, or the Prospectuses or the Statements for the
Contracts, or sales literature (or any amendment or
supplement), or otherwise for use in connection with the
sales of the Contracts or Portfolio shares; or
(2) arise out of or as a result of statements or
representations by or on behalf of the Sub-Adviser (other
than statements or representations contained in the
Contracts, the Prospectuses or Statements, or sales
literature for the Contracts supplied by the Sub-Adviser
or persons under its control) or wrongful conduct of the
Investment Adviser or persons under its control with
respect to the sales or distribution of the Contracts or
Portfolio shares; or
(3) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material
fact contained in the Prospectus or Statement for the
Portfolio (or any amendment thereof or supplement
thereto), (ii) any sales literature for the Portfolio or
(iii) the omission or alleged omission to state in the
Prospectus or Statement for the Portfolio a material fact
required to be stated therein or necessary to make the
statements therein not misleading in light of the
circumstances in which they were made; provided, that
this provision shall not apply if such statement or
omission or such alleged statement or alleged omission
was made in reliance upon and in conformity with
information furnished to the Investment Adviser by the
Sub-Adviser for use with the Prospectus, Statement or
sales literature for the Portfolio and the Contracts; or
(4) arise out of any third-party claims or proceedings
relating to the performance by or obligations of the
Sub-Adviser in the performance of its duties hereunder,
except
<PAGE>
to the extent any such claims arise out of any material
breach by the Sub-Adviser of this Agreement.
This indemnification will be in addition to any liability which the Investment
Adviser may otherwise have, but does not supersede the standard of care owed by
the Sub-Adviser to the Investment Adviser as described in Section 4 above.
11. DISCLOSURE.
The Investment Adviser represents and warrants that neither the Fund nor
the Investment Adviser shall, without the prior written consent of the
Sub-Adviser, make representations regarding or reference to the Sub-Adviser or
any affiliates in any disclosure document, advertisement, sales literature or
other promotional materials.
12. MISCELLANEOUS.
All notices provided for by this Agreement shall be in writing and shall
be deemed given when received, against appropriate receipt, by Diane Minardi at
522 Fifth Avenue, New York NY 10036 in the case of the Sub-Adviser, General
Counsel at P.O. Box 5068, Clearwater, FL 34618 in the case of the Investment
Adviser, or such other person as a party shall designate by notice to the other
parties. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. This Agreement constitutes the entire agreement among the parties hereto
and supersedes any prior agreement among the parties relating to the subject
matter hereof. The paragraph headings of this Agreement are for convenience of
reference and do not constitute a part hereof. This Agreement shall be governed
in accordance with the internal laws of the State of New York, without giving
effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
Attest: WRL INVESTMENT MANAGEMENT, INC.
By:
- -------------------------- --------------------------
Assistant Secretary Name: John R. Kenney
Title: President
Attest: J. P. MORGAN INVESTMENT MANAGEMENT INC.
By
- -------------------------- --------------------------
Name: Diane Minardi
Title: Vice President
EXHIBIT 99.B10
EXHIBIT 10
OPINION AND CONSENT OF THOMAS E. PIERPAN, ESQ.
<PAGE>
April 20, 1998
WRL Series Fund, Inc.
P.O. Box 5068
Clearwater, FL 33758-5068
Dear Gentlemen:
This opinion is furnished in connection with the proposed registration of the
WRL Series Fund, Inc.
1. The WRL Series Fund, Inc. has been duly organized, is existing in
good standing and is authorized to issue shares of its stock.
2. The shares of WRL series Fund, Inc. to be issued in connection with
the Registration Statement have been duly authorized and when issued
and delivered as provided in the Registration Statement will be
validly issued, fully paid and nonassessable.
I, as legal counsel to the WRL Series Fund, Inc., hereby consent to the filing
of this opinion with the Registration Statement.
Very truly yours,
/s/ THOMAS E. PIERPAN
- -----------------------------------
Thomas E. Pierpan
Vice President, Associate General Counsel
and Assistant Secretary
EXHIBIT 99.B11
EXHIBIT 11
CONSENT OF PRICE WATERHOUSE LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting part of this Post-Effective
Amendment No. 34 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 30, 1998, relating to the financial
statements and financial highlights appearing in the December 31, 1997 Annual
Report of the WRL Series Fund, Inc., which is also incorporated by reference
into the Registration Statement. We also consent to the reference to us under
the heading "Independent Accountants" in the Statement of Additional
Information.
PRICE WATERHOUSE LLP
Kansas City, Missouri
April 20, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. MONEY MARKET PORTFOLIO FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 01
<NAME> MONEY MARKET PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 119,047
<INVESTMENTS-AT-VALUE> 119,047
<RECEIVABLES> 728
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 119,775
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67
<TOTAL-LIABILITIES> 67
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 119,708
<SHARES-COMMON-STOCK> 119,708
<SHARES-COMMON-PRIOR> 122,114
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 119,708
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,278
<OTHER-INCOME> 0
<EXPENSES-NET> 599
<NET-INVESTMENT-INCOME> 6,679
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,679
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,679)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 265,418
<NUMBER-OF-SHARES-REDEEMED> (274,503)
<SHARES-REINVESTED> 6,679
<NET-CHANGE-IN-ASSETS> (2,406)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 515
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 600
<AVERAGE-NET-ASSETS> 125,536
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. BOND PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 02
<NAME> BOND PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 125,100
<INVESTMENTS-AT-VALUE> 127,860
<RECEIVABLES> 1,796
<ASSETS-OTHER> 37,443
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 167,099
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,445
<TOTAL-LIABILITIES> 37,445
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 132,984
<SHARES-COMMON-STOCK> 11,637
<SHARES-COMMON-PRIOR> 8,943
<ACCUMULATED-NII-CURRENT> 188
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6,278)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,760
<NET-ASSETS> 129,654
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,365
<OTHER-INCOME> 0
<EXPENSES-NET> 619
<NET-INVESTMENT-INCOME> 5,746
<REALIZED-GAINS-CURRENT> (343)
<APPREC-INCREASE-CURRENT> 3,049
<NET-CHANGE-FROM-OPS> 8,452
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,720)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,738
<NUMBER-OF-SHARES-REDEEMED> (2,562)
<SHARES-REINVESTED> 518
<NET-CHANGE-IN-ASSETS> 33,895
<ACCUMULATED-NII-PRIOR> 162
<ACCUMULATED-GAINS-PRIOR> (5,935)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 480
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 621
<AVERAGE-NET-ASSETS> 97,405
<PER-SHARE-NAV-BEGIN> 10.71
<PER-SHARE-NII> 0.65
<PER-SHARE-GAIN-APPREC> .32
<PER-SHARE-DIVIDEND> (.54)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.14
<EXPENSE-RATIO> 0.64
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. GROWTH PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC
<SERIES>
<NUMBER> 03
<NAME> GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 1,383,740
<INVESTMENTS-AT-VALUE> 1,848,135
<RECEIVABLES> 1,405
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 165,509
<TOTAL-ASSETS> 2,015,049
<PAYABLE-FOR-SECURITIES> 7,313
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 168,283
<TOTAL-LIABILITIES> 175,596
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,353,123
<SHARES-COMMON-STOCK> 49,925
<SHARES-COMMON-PRIOR> 43,639
<ACCUMULATED-NII-CURRENT> 3,203
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 20,271
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 462,856
<NET-ASSETS> 1,839,453
<DIVIDEND-INCOME> 14,329
<INTEREST-INCOME> 14,154
<OTHER-INCOME> 0
<EXPENSES-NET> 14,822
<NET-INVESTMENT-INCOME> 13,661
<REALIZED-GAINS-CURRENT> 192,805
<APPREC-INCREASE-CURRENT> 61,839
<NET-CHANGE-FROM-OPS> 268,305
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (12,508)
<DISTRIBUTIONS-OF-GAINS> (183,828)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,508
<NUMBER-OF-SHARES-REDEEMED> (4,425)
<SHARES-REINVESTED> 5,203
<NET-CHANGE-IN-ASSETS> 312,044
<ACCUMULATED-NII-PRIOR> 2,199
<ACCUMULATED-GAINS-PRIOR> 11,145
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,717
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 14,834
<AVERAGE-NET-ASSETS> 1,700,771
<PER-SHARE-NAV-BEGIN> 35.00
<PER-SHARE-NII> 0.31
<PER-SHARE-GAIN-APPREC> 5.88
<PER-SHARE-DIVIDEND> (0.26)
<PER-SHARE-DISTRIBUTIONS> (4.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 36.84
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. SHORT-TO-INTERMEDIATE GOVERNMENT PORTFOLIO,
FOR THE PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 04
<NAME> SHORT-TO-INTERMEDIATE GOVERNMENT PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 2,548
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,520
<OTHER-INCOME> 0
<EXPENSES-NET> 186
<NET-INVESTMENT-INCOME> 1,334
<REALIZED-GAINS-CURRENT> 322
<APPREC-INCREASE-CURRENT> (115)
<NET-CHANGE-FROM-OPS> 1,541
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,398)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 969
<NUMBER-OF-SHARES-REDEEMED> (3,546)
<SHARES-REINVESTED> 29
<NET-CHANGE-IN-ASSETS> (26,098)
<ACCUMULATED-NII-PRIOR> 64
<ACCUMULATED-GAINS-PRIOR> (359)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 145
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 186
<AVERAGE-NET-ASSETS> 23,316
<PER-SHARE-NAV-BEGIN> 10.24
<PER-SHARE-NII> 0.55
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (10.95)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 0.76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. GLOBAL PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 05
<NAME> GLOBAL PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 655,869
<INVESTMENTS-AT-VALUE> 774,622
<RECEIVABLES> 21,241
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 75,542
<TOTAL-ASSETS> 871,405
<PAYABLE-FOR-SECURITIES> 9,978
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 75,461
<TOTAL-LIABILITIES> 85,439
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 669,439
<SHARES-COMMON-STOCK> 41,272
<SHARES-COMMON-PRIOR> 29,523
<ACCUMULATED-NII-CURRENT> 5,937
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6,557)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 117,147
<NET-ASSETS> 785,966
<DIVIDEND-INCOME> 7,800
<INTEREST-INCOME> 1,915
<OTHER-INCOME> 0
<EXPENSES-NET> 6,906
<NET-INVESTMENT-INCOME> 2,809
<REALIZED-GAINS-CURRENT> 82,081
<APPREC-INCREASE-CURRENT> 25,087
<NET-CHANGE-FROM-OPS> 109,977
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (44,060)
<DISTRIBUTIONS-OF-GAINS> (49,141)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,065
<NUMBER-OF-SHARES-REDEEMED> (3,011)
<SHARES-REINVESTED> 4,695
<NET-CHANGE-IN-ASSETS> 251,146
<ACCUMULATED-NII-PRIOR> 2,119
<ACCUMULATED-GAINS-PRIOR> 5,571
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,592
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,908
<AVERAGE-NET-ASSETS> 692,173
<PER-SHARE-NAV-BEGIN> 18.12
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 3.32
<PER-SHARE-DIVIDEND> (1.14)
<PER-SHARE-DISTRIBUTIONS> (1.34)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.04
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. STRATEGIC TOTAL RETURN PORTFOLIO, FOR THE
PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 06
<NAME> STRATEGIC TOTAL RETURN PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 423,884
<INVESTMENTS-AT-VALUE> 522,188
<RECEIVABLES> 4,340
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 41,876
<TOTAL-ASSETS> 568,404
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 41,827
<TOTAL-LIABILITIES> 41,827
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 425,802
<SHARES-COMMON-STOCK> 33,702
<SHARES-COMMON-PRIOR> 27,923
<ACCUMULATED-NII-CURRENT> 1,275
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,196
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 98,304
<NET-ASSETS> 526,577
<DIVIDEND-INCOME> 6,809
<INTEREST-INCOME> 8,437
<OTHER-INCOME> 0
<EXPENSES-NET> 4,065
<NET-INVESTMENT-INCOME> 11,181
<REALIZED-GAINS-CURRENT> 34,138
<APPREC-INCREASE-CURRENT> 44,737
<NET-CHANGE-FROM-OPS> 90,056
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (12,390)
<DISTRIBUTIONS-OF-GAINS> (31,748)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,860
<NUMBER-OF-SHARES-REDEEMED> (1,849)
<SHARES-REINVESTED> 2,768
<NET-CHANGE-IN-ASSETS> 136,436
<ACCUMULATED-NII-PRIOR> 290
<ACCUMULATED-GAINS-PRIOR> 1,000
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,704
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,070
<AVERAGE-NET-ASSETS> 460,889
<PER-SHARE-NAV-BEGIN> 13.97
<PER-SHARE-NII> 0.37
<PER-SHARE-GAIN-APPREC> 2.68
<PER-SHARE-DIVIDEND> (0.38)
<PER-SHARE-DISTRIBUTIONS> (1.02)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.62
<EXPENSE-RATIO> 0.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. EMERGING GROWTH PORTFOLIO, FOR THE PERIOD
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 07
<NAME> EMERGING GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 439,217
<INVESTMENTS-AT-VALUE> 591,973
<RECEIVABLES> 2,112
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 116,125
<TOTAL-ASSETS> 710,210
<PAYABLE-FOR-SECURITIES> 1,681
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 116,526
<TOTAL-LIABILITIES> 118,207
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 438,634
<SHARES-COMMON-STOCK> 29,066
<SHARES-COMMON-PRIOR> 23,371
<ACCUMULATED-NII-CURRENT> 15
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 598
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 152,756
<NET-ASSETS> 592,003
<DIVIDEND-INCOME> 1,188
<INTEREST-INCOME> 2,167
<OTHER-INCOME> 0
<EXPENSES-NET> 4,705
<NET-INVESTMENT-INCOME> (1,350)
<REALIZED-GAINS-CURRENT> 52,368
<APPREC-INCREASE-CURRENT> 46,598
<NET-CHANGE-FROM-OPS> 97,616
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (54,441)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,410
<NUMBER-OF-SHARES-REDEEMED> (3,354)
<SHARES-REINVESTED> 2,639
<NET-CHANGE-IN-ASSETS> 160,549
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,671
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,075
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,706
<AVERAGE-NET-ASSETS> 506,752
<PER-SHARE-NAV-BEGIN> 18.46
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 4.03
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.37
<EXPENSE-RATIO> 0.93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. AGGRESSIVE GROWTH PORTFOLIO, FOR THE PERIOD
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 08
<NAME> AGGRESSIVE GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 278,171
<INVESTMENTS-AT-VALUE> 331,714
<RECEIVABLES> 4,438
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 28,752
<TOTAL-ASSETS> 364,904
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,738
<TOTAL-LIABILITIES> 28,738
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 275,470
<SHARES-COMMON-STOCK> 20,952
<SHARES-COMMON-PRIOR> 15,556
<ACCUMULATED-NII-CURRENT> 506
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6,647
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 53,543
<NET-ASSETS> 336,166
<DIVIDEND-INCOME> 1,747
<INTEREST-INCOME> 769
<OTHER-INCOME> 0
<EXPENSES-NET> 2,682
<NET-INVESTMENT-INCOME> (166)
<REALIZED-GAINS-CURRENT> 36,183
<APPREC-INCREASE-CURRENT> 20,413
<NET-CHANGE-FROM-OPS> 56,430
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8,640)
<DISTRIBUTIONS-OF-GAINS> (21,613)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,967
<NUMBER-OF-SHARES-REDEEMED> (2,408)
<SHARES-REINVESTED> 1,837
<NET-CHANGE-IN-ASSETS> 115,614
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,389
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,250
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,682
<AVERAGE-NET-ASSETS> 278,762
<PER-SHARE-NAV-BEGIN> 14.18
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 3.44
<PER-SHARE-DIVIDEND> (0.42)
<PER-SHARE-DISTRIBUTIONS> (1.15)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.04
<EXPENSE-RATIO> 0.96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. BALANCED PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 09
<NAME> BALANCED PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 65,640
<INVESTMENTS-AT-VALUE> 73,067
<RECEIVABLES> 3,187
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 8,829
<TOTAL-ASSETS> 85,083
<PAYABLE-FOR-SECURITIES> 2,810
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,822
<TOTAL-LIABILITIES> 11,632
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 66,051
<SHARES-COMMON-STOCK> 6,116
<SHARES-COMMON-PRIOR> 4,329
<ACCUMULATED-NII-CURRENT> 597
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (624)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,427
<NET-ASSETS> 73,451
<DIVIDEND-INCOME> 1,126
<INTEREST-INCOME> 1,366
<OTHER-INCOME> 0
<EXPENSES-NET> 574
<NET-INVESTMENT-INCOME> 1,918
<REALIZED-GAINS-CURRENT> 5,106
<APPREC-INCREASE-CURRENT> 2,540
<NET-CHANGE-FROM-OPS> 9,564
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,779)
<DISTRIBUTIONS-OF-GAINS> (3,594)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,673
<NUMBER-OF-SHARES-REDEEMED> (489)
<SHARES-REINVESTED> 603
<NET-CHANGE-IN-ASSETS> 24,120
<ACCUMULATED-NII-PRIOR> 122
<ACCUMULATED-GAINS-PRIOR> 200
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 492
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 575
<AVERAGE-NET-ASSETS> 61,298
<PER-SHARE-NAV-BEGIN> 11.39
<PER-SHARE-NII> 0.38
<PER-SHARE-GAIN-APPREC> 1.56
<PER-SHARE-DIVIDEND> (0.66)
<PER-SHARE-DISTRIBUTIONS> (0.66)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.01
<EXPENSE-RATIO> 0.94
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. GROWTH & INCOME PORTFOLIO, FOR THE PERIOD
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 10
<NAME> GROWTH & INCOME PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 56,821
<INVESTMENTS-AT-VALUE> 61,309
<RECEIVABLES> 649
<ASSETS-OTHER> 4,246
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 66,204
<PAYABLE-FOR-SECURITIES> 1,421
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,291
<TOTAL-LIABILITIES> 5,712
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 54,224
<SHARES-COMMON-STOCK> 4,817
<SHARES-COMMON-PRIOR> 3,240
<ACCUMULATED-NII-CURRENT> 1,554
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 226
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,488
<NET-ASSETS> 60,492
<DIVIDEND-INCOME> 1,782
<INTEREST-INCOME> 401
<OTHER-INCOME> 0
<EXPENSES-NET> 436
<NET-INVESTMENT-INCOME> 1,747
<REALIZED-GAINS-CURRENT> 7,812
<APPREC-INCREASE-CURRENT> 1,006
<NET-CHANGE-FROM-OPS> 10,565
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,480)
<DISTRIBUTIONS-OF-GAINS> (3,981)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,630
<NUMBER-OF-SHARES-REDEEMED> (718)
<SHARES-REINVESTED> 665
<NET-CHANGE-IN-ASSETS> 22,377
<ACCUMULATED-NII-PRIOR> 153
<ACCUMULATED-GAINS-PRIOR> 529
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 338
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 437
<AVERAGE-NET-ASSETS> 45,462
<PER-SHARE-NAV-BEGIN> 11.76
<PER-SHARE-NII> 0.49
<PER-SHARE-GAIN-APPREC> 2.35
<PER-SHARE-DIVIDEND> (1.02)
<PER-SHARE-DISTRIBUTIONS> (1.02)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.56
<EXPENSE-RATIO> 0.96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. TACTICAL PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 11
<NAME> TACTICAL PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 274,617
<INVESTMENTS-AT-VALUE> 301,293
<RECEIVABLES> 2,349
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 33,910
<TOTAL-ASSETS> 337,552
<PAYABLE-FOR-SECURITIES> 1,727
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 33,080
<TOTAL-LIABILITIES> 34,807
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 267,925
<SHARES-COMMON-STOCK> 22,239
<SHARES-COMMON-PRIOR> 16,349
<ACCUMULATED-NII-CURRENT> 848
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7,296
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26,676
<NET-ASSETS> 302,745
<DIVIDEND-INCOME> 2,122
<INTEREST-INCOME> 7,006
<OTHER-INCOME> 0
<EXPENSES-NET> 2,264
<NET-INVESTMENT-INCOME> 6,864
<REALIZED-GAINS-CURRENT> 21,974
<APPREC-INCREASE-CURRENT> 10,442
<NET-CHANGE-FROM-OPS> 39,280
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,050)
<DISTRIBUTIONS-OF-GAINS> (11,378)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,989
<NUMBER-OF-SHARES-REDEEMED> (1,730)
<SHARES-REINVESTED> 1,631
<NET-CHANGE-IN-ASSETS> 96,573
<ACCUMULATED-NII-PRIOR> 234
<ACCUMULATED-GAINS-PRIOR> 1,500
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,080
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,269
<AVERAGE-NET-ASSETS> 258,878
<PER-SHARE-NAV-BEGIN> 12.61
<PER-SHARE-NII> .36
<PER-SHARE-GAIN-APPREC> 1.72
<PER-SHARE-DIVIDEND> (0.52)
<PER-SHARE-DISTRIBUTIONS> (0.56)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.61
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. C.A.S.E. GROWTH PORTFOLIO, FOR THE PERIOD
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 12
<NAME> C.A.S.E. GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 57,554
<INVESTMENTS-AT-VALUE> 56,966
<RECEIVABLES> 33
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 3,597
<TOTAL-ASSETS> 60,596
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 59,323
<SHARES-COMMON-STOCK> 4,325
<SHARES-COMMON-PRIOR> 1,979
<ACCUMULATED-NII-CURRENT> 1,677
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 184
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (588)
<NET-ASSETS> 60,596
<DIVIDEND-INCOME> 310
<INTEREST-INCOME> 212
<OTHER-INCOME> 0
<EXPENSES-NET> 419
<NET-INVESTMENT-INCOME> 103
<REALIZED-GAINS-CURRENT> 6,966
<APPREC-INCREASE-CURRENT> (2,149)
<NET-CHANGE-FROM-OPS> 4,920
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,982)
<DISTRIBUTIONS-OF-GAINS> (438)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,855
<NUMBER-OF-SHARES-REDEEMED> (899)
<SHARES-REINVESTED> 390
<NET-CHANGE-IN-ASSETS> 34,037
<ACCUMULATED-NII-PRIOR> 12
<ACCUMULATED-GAINS-PRIOR> 200
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 335
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 473
<AVERAGE-NET-ASSETS> 41,594
<PER-SHARE-NAV-BEGIN> 13.42
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 1.95
<PER-SHARE-DIVIDEND> (1.26)
<PER-SHARE-DISTRIBUTIONS> (0.14)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.01
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. C.A.S.E. GROWTH & INCOME PORTFOLIO, FOR THE
PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 13
<NAME> C.A.S.E. GROWTH & INCOME PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 160
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 57
<INTEREST-INCOME> 14
<OTHER-INCOME> 0
<EXPENSES-NET> 36
<NET-INVESTMENT-INCOME> 35
<REALIZED-GAINS-CURRENT> 914
<APPREC-INCREASE-CURRENT> (252)
<NET-CHANGE-FROM-OPS> 697
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (604)
<DISTRIBUTIONS-OF-GAINS> (375)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 28
<NUMBER-OF-SHARES-REDEEMED> (190)
<SHARES-REINVESTED> 2
<NET-CHANGE-IN-ASSETS> (2,044)
<ACCUMULATED-NII-PRIOR> 10
<ACCUMULATED-GAINS-PRIOR> 20
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 58
<AVERAGE-NET-ASSETS> 2,283
<PER-SHARE-NAV-BEGIN> 12.79
<PER-SHARE-NII> 0.20
<PER-SHARE-GAIN-APPREC> 3.43
<PER-SHARE-DIVIDEND> (10.22)
<PER-SHARE-DISTRIBUTIONS> (6.20)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. C.A.S.E. QUALITY GROWTH PORTFOLIO, FOR THE
PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 14
<NAME> C.A.S.E. QUALITY GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 151
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 27
<INTEREST-INCOME> 8
<OTHER-INCOME> 0
<EXPENSES-NET> 32
<NET-INVESTMENT-INCOME> 3
<REALIZED-GAINS-CURRENT> 809
<APPREC-INCREASE-CURRENT> (215)
<NET-CHANGE-FROM-OPS> 597
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (520)
<DISTRIBUTIONS-OF-GAINS> (305)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18
<NUMBER-OF-SHARES-REDEEMED> (170)
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> (1,853)
<ACCUMULATED-NII-PRIOR> 2
<ACCUMULATED-GAINS-PRIOR> 10
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 55
<AVERAGE-NET-ASSETS> 2,047
<PER-SHARE-NAV-BEGIN> 12.29
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 3.12
<PER-SHARE-DIVIDEND> (9.80)
<PER-SHARE-DISTRIBUTIONS> (5.63)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. GLOBAL SECTOR PORTFOLIO, FOR THE PERIOD
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 15
<NAME> GLOBAL SECTOR PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 12,180
<INVESTMENTS-AT-VALUE> 12,079
<RECEIVABLES> 52
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 590
<TOTAL-ASSETS> 12,721
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,818
<SHARES-COMMON-STOCK> 1,227
<SHARES-COMMON-PRIOR> 662
<ACCUMULATED-NII-CURRENT> 16
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (12)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (101)
<NET-ASSETS> 12,721
<DIVIDEND-INCOME> 54
<INTEREST-INCOME> 261
<OTHER-INCOME> 0
<EXPENSES-NET> 180
<NET-INVESTMENT-INCOME> 135
<REALIZED-GAINS-CURRENT> 480
<APPREC-INCREASE-CURRENT> (372)
<NET-CHANGE-FROM-OPS> 243
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (590)
<DISTRIBUTIONS-OF-GAINS> (50)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 952
<NUMBER-OF-SHARES-REDEEMED> (448)
<SHARES-REINVESTED> 61
<NET-CHANGE-IN-ASSETS> 5,735
<ACCUMULATED-NII-PRIOR> 13
<ACCUMULATED-GAINS-PRIOR> 16
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 86
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 182
<AVERAGE-NET-ASSETS> 10,589
<PER-SHARE-NAV-BEGIN> 10.55
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 0.23
<PER-SHARE-DIVIDEND> (0.51)
<PER-SHARE-DISTRIBUTIONS> (0.04)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.37
<EXPENSE-RATIO> 1.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. US SECTOR PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 16
<NAME> US SECTOR PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 201
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 19
<INTEREST-INCOME> 15
<OTHER-INCOME> 0
<EXPENSES-NET> 60
<NET-INVESTMENT-INCOME> (26)
<REALIZED-GAINS-CURRENT> 420
<APPREC-INCREASE-CURRENT> (108)
<NET-CHANGE-FROM-OPS> 286
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (274)
<DISTRIBUTIONS-OF-GAINS> (111)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 57
<NUMBER-OF-SHARES-REDEEMED> (258)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (2,100)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (9)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 61
<AVERAGE-NET-ASSETS> 2,458
<PER-SHARE-NAV-BEGIN> 10.43
<PER-SHARE-NII> (0.11)
<PER-SHARE-GAIN-APPREC> (2.45)
<PER-SHARE-DIVIDEND> (5.60)
<PER-SHARE-DISTRIBUTIONS> (2.27)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 2.46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. FOREIGN SECTOR PORTFOLIO, FOR THE PERIOD
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 17
<NAME> FOREIGN SECTOR PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 146
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 18
<INTEREST-INCOME> 3
<OTHER-INCOME> 0
<EXPENSES-NET> 62
<NET-INVESTMENT-INCOME> (41)
<REALIZED-GAINS-CURRENT> 55
<APPREC-INCREASE-CURRENT> (28)
<NET-CHANGE-FROM-OPS> (14)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 29
<NUMBER-OF-SHARES-REDEEMED> (175)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,477)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 10
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 62
<AVERAGE-NET-ASSETS> 1,443
<PER-SHARE-NAV-BEGIN> 10.14
<PER-SHARE-NII> (0.27)
<PER-SHARE-GAIN-APPREC> (9.77)
<PER-SHARE-DIVIDEND> (0.10)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 4.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. VALUE EQUITY PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 18
<NAME> VALUE EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 151,279
<INVESTMENTS-AT-VALUE> 173,881
<RECEIVABLES> 100
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 173,981
<PAYABLE-FOR-SECURITIES> 463
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 83
<TOTAL-LIABILITIES> 546
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 150,283
<SHARES-COMMON-STOCK> 12,473
<SHARES-COMMON-PRIOR> 4,384
<ACCUMULATED-NII-CURRENT> 104
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 446
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 22,602
<NET-ASSETS> 173,435
<DIVIDEND-INCOME> 1,214
<INTEREST-INCOME> 789
<OTHER-INCOME> 0
<EXPENSES-NET> 999
<NET-INVESTMENT-INCOME> 1,004
<REALIZED-GAINS-CURRENT> 1,710
<APPREC-INCREASE-CURRENT> 19,277
<NET-CHANGE-FROM-OPS> 21,991
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,905)
<DISTRIBUTIONS-OF-GAINS> (296)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,039
<NUMBER-OF-SHARES-REDEEMED> (1,110)
<SHARES-REINVESTED> 160
<NET-CHANGE-IN-ASSETS> 124,041
<ACCUMULATED-NII-PRIOR> 32
<ACCUMULATED-GAINS-PRIOR> 5
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 901
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 999
<AVERAGE-NET-ASSETS> 111,766
<PER-SHARE-NAV-BEGIN> 11.27
<PER-SHARE-NII> 0.12
<PER-SHARE-GAIN-APPREC> 2.69
<PER-SHARE-DIVIDEND> (0.16)
<PER-SHARE-DISTRIBUTIONS> (0.02)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.90
<EXPENSE-RATIO> 0.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. INTERNATIONAL EQUITY PORTFOLIO, FOR THE
PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 19
<NAME> INTERNATIONAL EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 18,168
<INVESTMENTS-AT-VALUE> 18,333
<RECEIVABLES> 126
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,530
<TOTAL-ASSETS> 19,989
<PAYABLE-FOR-SECURITIES> 194
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 194
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20,037
<SHARES-COMMON-STOCK> 1,850
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 11
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (422)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 169
<NET-ASSETS> 19,795
<DIVIDEND-INCOME> 115
<INTEREST-INCOME> 72
<OTHER-INCOME> 0
<EXPENSES-NET> 167
<NET-INVESTMENT-INCOME> 20
<REALIZED-GAINS-CURRENT> (346)
<APPREC-INCREASE-CURRENT> 169
<NET-CHANGE-FROM-OPS> (157)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (85)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,346
<NUMBER-OF-SHARES-REDEEMED> (504)
<SHARES-REINVESTED> 8
<NET-CHANGE-IN-ASSETS> 19,795
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 112
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 348
<AVERAGE-NET-ASSETS> 11,095
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.73
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.70
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF WRL SERIES FUND, INC. U.S. EQUITY PORTFOLIO, FOR THE PERIOD ENDED
DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778207
<NAME> WRL SERIES FUND,INC.
<SERIES>
<NUMBER> 20
<NAME> U.S. EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 36,610
<INVESTMENTS-AT-VALUE> 37,714
<RECEIVABLES> 198
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 5,186
<TOTAL-ASSETS> 43,098
<PAYABLE-FOR-SECURITIES> 146
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1
<TOTAL-LIABILITIES> 147
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 41,368
<SHARES-COMMON-STOCK> 3,511
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 532
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (72)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,123
<NET-ASSETS> 42,951
<DIVIDEND-INCOME> 232
<INTEREST-INCOME> 125
<OTHER-INCOME> 0
<EXPENSES-NET> 228
<NET-INVESTMENT-INCOME> 129
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<DISTRIBUTIONS-OF-GAINS> (133)
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<NUMBER-OF-SHARES-REDEEMED> (1,256)
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</TABLE>
