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NORTH AMERICAN FUNDS
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 1996
Portfolio Subadvisory Changes
Effective October 1, 1996, Goldman Sachs Asset Management, Inc.
("Goldman") resigned as subadviser to the Value Equity and the Asset Allocation
Portfolios, Oechsle International Advisors, L.P. ("Oechsle") resigned as
subadviser to the Global Growth Portfolio and Wellington Management Company
("Wellington") resigned as subadviser to the Money Market Portfolio. At the
North American Fund's Board of Trustees meeting held September 27, 1996, the
Board of Trustees of the North American Funds (the "Fund") accepted the
resignations of Goldman, Oechsle and Wellington and approved new subadvisory
agreeements with T. Rowe Price Associates, Inc. ("T. Rowe Price") as subadviser
to the Value Equity Portfolio, Founders Asset Management, Inc. ("Founders") as
subadviser to the Asset Allocation Portfolio, Morgan Stanley Asset Management
Inc. ("Morgan Stanley") as subadviser to the Global Growth Portfolio and
Manufacturers Adviser Corporation ("MAC") as subadviser to the Money Market
Portfolio.
The subadvisory agreements with T. Rowe Price, Founders and MAC with
respect to the portfolios that each subadviser will manage are substantially the
same as the prior subadvisory agreements for these portfolios, differing only
with respect to the effective date of the agreement. The subadvisory agreement
with Morgan Stanley with respect to the Global Growth Portfolio is substantially
the same as the prior subadvisory agreement for this portfolio, differing only
with respect to the subadvisory fee and the effective date of the agreement.
On October 1, 1996, the subadvisory agreements with T. Rowe Price,
Founders, Morgan Stanley and MAC became effective and T. Rowe Price, Founders,
Morgan Stanley and MAC immediately commenced to serve as subadvisers to the
Value Equity , the Asset Allocation, the Global Growth and the Money Market
Portfolios, respectively, in reliance on Rule 15a-4 under the Investment Company
Act of 1940. Rule 15a-4 permits T. Rowe Price, Founders, Morgan Stanley and MAC
to serve as subadvisers to these Portfolios for a period of 120 days following
the termination of the Goldman, Oechsle and Wellington subadvisory agreements.
Pursuant to Rule 15a-4, subadvisory agreements with T. Rowe Price, Founders,
Morgan Stanley and MAC must be approved by shareholders of the Value Equity,
Asset Allocation, Global Growth and Money Market Portfolios, respectively,
within 120 days of the termination of the Goldman, Oechsle and Wellington
subadvisory agreements. Therefore, the Fund will be soliciting shareholder
approval of new subadvisory agreements for these portfolios at a shareholders
meeting to be held December 20, 1996.
Subadvisory Fees
The subadvisory fees paid by NASL Financial Services, Inc. (the "Adviser")
to Morgan Stanley for subadvisory services to the Global Growth Portfolio (the
name of the Global Growth Portfolio has been changed to Global Equity as noted
below) has been reduced to the following amounts:
<TABLE>
<CAPTION>
Between Between
$50,000,000 $200,000,000
First and and Excess over
Fund $50,000,000 $200,000,000 $500,000,000 $500,000,000
- ---- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Global Equity .500% .450% .375% .325%
Portfolio
</TABLE>
SUBADVISORY FEES ARE PAID BY THE ADVISER OUT OF THE ADVISORY FEE AND NOT BY THE
NASL SERIES TRUST ("TRUST") OR ANY OF ITS PORTFOLIOS.
Information Regarding the Subadvisers
Morgan Stanley
Morgan Stanley, with principal offices at 1221 Avenue of the Americas, New
York, New York 10020, conducts a worldwide portfolio management business and
provides a broad range of portfolio management services to customers in the
United States and abroad. At June 30, 1996, Morgan Stanley, together with its
affiliated asset management companies, had approximately $103.5 billion of
assets under management and fiduciary advice. Frances Campion is primarily
responsible for the day-to-day management of the Global Equity Portfolio. Ms.
Campion joined Morgan Stanley in January 1990 as a Global Equity Fund Manager
and is now a Principal of Morgan Stanley. Ms. Campion also manages the Morgan
Stanley Institutional Fund Global Equity Portfolio. Prior to joining Morgan
Stanley, Ms. Campion was a U.S. equity analyst with Lombard Odier Limited
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where she had responsibility for the management of global portfolios. Ms.
Campion has ten years of global investment experience. She is a graduate of
University College, Dublin.
All references to Oechsle as subadviser to the Global Growth Portfolio are
to Morgan Stanley as subadviser to the Global Growth Portfolio.
T. Rowe Price
T. Rowe Price, founded in 1937 by the late Thomas Rowe Price, Jr., is
located at 100 East Pratt Street, Baltimore, MD 21202. T. Rowe Price and its
affiliates managed over $85 billion of assets for over four million individual
and institutional investor accounts as of June 30, 1996.
The Value Equity Portfolio has an Investment Advisory committee composed
of the following members: Brian C. Rogers, Chairman, Stephen W. Boesel, Richard
P. Howard and William J. Stromberg. The committee chairman has day-to-day
responsibility for managing the portfolio and works with the committee in
developing and executing the Value Equity Portfolio's investment program. Mr.
Roger joined T. Rowe Price in 1982 and has been managing investment since 1983.
All references to Goldman as subadviser to the Value Equity Portfolio are to T.
Rowe Price as subadviser to the Value Equity Portfolio.
Founders
Information regarding Founders is located on page 49 of the Prospectus. As
of December 31, 1995, Founders had approximately $3 billion in assets under
management, including $2.5 billion in mutual fund accounts and $.5 billion in
other advisory accounts. Brian F. Kelly is the lead portfolio manager for the
Asset Allocation Portfolio. Mr. Kelly joined Founders in 1996 following three
years as a portfolio manager with Invesco Trust Company and seven years as a
senior equity investment analyst for Sears Investment Management Company. A
graduate of the University of Notre Dame, Mr. Kelly received his MBA and JD from
the University of Iowa. He is also a Certified Public Accountant.
All references to Goldman as subadviser to the Asset Allocation Portfolio
are to Founders as subadviser to the Asset Allocation Portfolio.
MAC
MAC, a Colorado corporation, was organized in 1970 and became operational
in 1984. MAC is an indirect wholly-owned subsidiary of The Manufacturers Life
Insurance Company, the ultimate controlling parent of the Adviser. Both
companies are located at 200 Bloor Street East, Toronto, Ontario, Canada M4W
1E5.
All references to Wellington as subadviser to the Money Market Portfolio
are to MAC as subadviser to the Money Market Portfolio.
Changes to Portfolio Investment Policies/Portfolio Name Changes
Global Growth Portfolio
The name of the Global Growth Portfolio has been changed to "Global
Equity."
Due to the change in subadviser for the Global Equity Portfolio, the
investment policies are amended and restated as follows:
The Global Equity Portfolio seeks long-term capital appreciation by
investing primarily in equity securities of issuers throughout the world,
including U.S. issuers. With respect to the Portfolio, equity securities include
common and preferred stock, convertible securities, and rights and warrants to
purchase common stocks. Morgan Stanley expects that, under normal circumstances,
at least 20% of the Portfolio's total assets will be invested in the common
stocks of U.S. issuers. The remainder of the Portfolio will be invested in
issuers located throughout the world. At least 65% of the total assets of the
Portfolio will be invested in equity securities under normal circumstances.
Although the Portfolio intends to invest primarily in securities listed on stock
exchanges, it will also invest in securities traded in over-the-counter markets.
The Portfolio may invest in American, Global or other types of Depository
Receipts.
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Although the Portfolio will not invest for short-term trading purposes,
investment securities may be sold from time to time without regard to the length
of time they have been held.
Morgan Stanley's approach in selecting investments for the Portfolio is
oriented to individual stock selection, and is value driven. In selecting stocks
for the Portfolio, Morgan Stanley initially identifies those stocks which it
believes to be undervalued in relation to the issuer's assets, cash flow,
earnings and revenues, and then evaluates the future value of such stocks by
running the results of an in-depth study of the issuer through a dividend
discount model. Morgan Stanley utilizes the research of a number of sources,
including its affiliate in Geneva, Switzerland, Morgan Stanley Capital
International, in identifying attractive securities, and applies a number of
proprietary screening criteria to identify those securities it believes to be
undervalued. Portfolio holdings are regularly reviewed and subjected to
fundamental analysis to determine whether they continue to conform to the Morgan
Stanley's value criteria. Securities which no longer conform to such value
criteria are sold.
The Global Equity Portfolio will be subject to special risks as a result
of its ability to invest up to 100% of its assets in foreign securities. These
risks are described under the caption "RISK FACTORS -- Foreign Securities" in
the Prospectus. Moreover, substantial investments in foreign securities may have
adverse tax implications as described under "GENERAL INFORMATION --Taxes" in the
Prospectus. The ability to diversify its investment among the equity markets in
different countries may, however, reduce the overall level of market risk to the
extent it may reduce the Global Equity Portfolio's exposure to a single market.
Use of Hedging and Other Strategic Transactions. The Global Equity
Portfolio is currently authorized to use all of the various investment
strategies referred to under "RISK FACTORS -- Hedging and Other Strategic
Transactions." Other than currency transactions, it is not presently anticipated
that any of these strategies will be used to a signifiicant degree by the
Portfolio. The Statement of Additional Information contains a description of
these strategies and of certain risks associated therewith.
Asset Allocation Portfolio
The name of the Asset Allocation Portfolio has been changed to "Balanced."
Due to the change in subadviser for the Balanced Portfolio, the investment
policies are amended and restated as follows (other than the paragraph entitled
"Use of Hedging and Other Strategic Transactions" and the third full paragraph
under "Balanced Fund" on page 30 of the Prospectus regarding defining a moderate
level of risk tolerance as no more than a 10% decline in portfolio value over a
twelve month period):
To achieve its objective, the Portfolio invests in a balanced portfolio of
dividend-paying common stocks, U.S. and foreign government obligations and a
variety of corporate fixed-income securities. The Portfolio emphasizes
investment in common stocks with the potential for increased dividends, as well
as capital appreciation. The Portfolio will maintain a minimum of 25% of its
total assets in fixed income, investment grade securities rated Baa or higher by
Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard &
Poor's ("S&P"). Up to 5% of the Portfolio's total assets may be invested in
non-investment grade securities (Ba or lower by Moody's, BB or lower by S&P) or
unrated debt securities (commonly referred to as "junk bonds"), where the
subadviser determines that such securities present attractive opportunities. The
Portfolio will not invest in securities rated lower than B by Moody's or S&P.
(See "High Yield/High Risk Securities" on page 40 of the Prospectus for
information regarding investments in securities rated Baa or lower by Moody's or
BBB or lower by S&P.) The Portfolio may also invest in convertible corporate
obligations and preferred stocks, and may invest up to 30% (previously the
Portfolio could invest up to 20%) of its total assets in foreign securities that
pay current dividends or interest. The Portfolio will not invest more than 25%
of its total assets in the securities of issuers located in any one foreign
country. The Portfolio will be subject to certain risks as a result of its
ability to invest up to 30% of its asset in foreign securities. These risks are
described under the caption "RISK FACTORS -- Foreign Securities" in the
Prospectus. Moreover, substantial investments in foreign securities may have
adverse tax implications as described under "GENERAL INFORMATION -- Taxes" in
the Prospectus. Normally, the Portfolio will invest a significant percentage (up
to 75%) of its total assets in dividend-paying common stocks, convertible
corporate obligations, and preferred stocks. There is, however, no limit on the
amount of straight securities in which the Portfolio may invest.
SEC Web Site
The Securities and Exchange Commission ("Commission") maintains a Web site
(http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding registrants
that file electronically with the Commission.
SUPPLEMENT DATED OCTOBER 1, 1996
