<PAGE>
[Front outside cover of Prospectus]
98 PROSPECTUS
J.P. MORGAN INVESTMENT
MANAGEMENT INC.
MANUFACTURERS ADVISER
CORPORATION
SALOMON BROTHERS ASSET
MANAGEMENT INC
STANDISH, AYER & WOOD, INC.
WARBURG PINCUS ASSET MANAGEMENT, INC.
North American Funds December 31, 1997
WELLINGTON MANAGEMENT
COMPANY, LLP
MORGAN STANLEY ASSET
MANAGEMENT INC.
T. ROWE PRICE
ASSOCIATES, INC.
FOUNDERS ASSET
MANAGEMENT, INC.
FRED ALGER
MANAGEMENT, INC.
[LOGO]
<PAGE>
NORTH AMERICAN FUNDS
286 Congress Street, Boston, Massachusetts 02210
(800) 872-8037
North American Funds (the "Fund") is an open-end, management investment
company (mutual fund) providing a range of investment options through fifteen
separate investment portfolios (the "Portfolios"), each of which has a
specific investment objective. All of the Fund's Portfolios, except the
Emerging Growth Fund, are "diversified" for purposes of the Investment Company
Act of 1940. This Prospectus relates to the following portfolios of the Fund:
TAX-SENSITIVE EQUITY FUND
EMERGING GROWTH FUND
INTERNATIONAL SMALL CAP FUND
SMALL/MID CAP FUND
GLOBAL EQUITY FUND
GROWTH EQUITY FUND
INTERNATIONAL GROWTH AND INCOME FUND
GROWTH AND INCOME FUND
EQUITY-INCOME FUND
BALANCED FUND
STRATEGIC INCOME FUND
INVESTMENT QUALITY BOND FUND
NATIONAL MUNICIPAL BOND FUND
U.S. GOVERNMENT SECURITIES FUND
MONEY MARKET FUND
THE INVESTMENT OBJECTIVES AND CERTAIN POLICIES OF EACH PORTFOLIO ARE SET
FORTH ON THE INSIDE FRONT COVER. THERE CAN BE NO ASSURANCE THAT ANY PORTFOLIO
WILL ACHIEVE ITS INVESTMENT OBJECTIVE AND EACH OF THE PORTFOLIOS MAY EMPLOY
CERTAIN INVESTMENT PRACTICES WHICH INVOLVE SPECIAL RISK CONSIDERATIONS. SEE
ALSO THE DISCUSSION OF "RISK FACTORS" IN THIS PROSPECTUS. IN PURSUING THEIR
INVESTMENT OBJECTIVES, THE STRATEGIC INCOME FUND RESERVES THE RIGHT TO INVEST
WITHOUT LIMITATION, AND THE INVESTMENT QUALITY BOND AND EQUITY-INCOME FUNDS
MAY INVEST UP TO 20% AND 10%, RESPECTIVELY, OF THEIR ASSETS, IN HIGH
YIELD/HIGH RISK SECURITIES, COMMONLY KNOWN AS "JUNK BONDS." INVESTMENTS OF
THIS TYPE INVOLVE COMPARATIVELY GREATER RISKS, INCLUDING PRICE VOLATILITY AND
RISK OF DEFAULT IN THE PAYMENT OF INTEREST AND PRINCIPAL, THAN HIGHER-QUALITY
SECURITIES. ALTHOUGH THE STRATEGIC INCOME FUND'S SUBADVISER HAS THE ABILITY TO
INVEST UP TO 100% OF THE PORTFOLIO'S ASSETS IN LOWER-RATED SECURITIES, THE
PORTFOLIO'S SUBADVISER DOES NOT ANTICIPATE INVESTING IN EXCESS OF 75% OF THE
PORTFOLIO'S ASSETS IN SUCH SECURITIES. PURCHASERS SHOULD CAREFULLY ASSESS THE
RISKS ASSOCIATED WITH AN INVESTMENT IN THE STRATEGIC INCOME FUND. SEE "RISK
FACTORS--HIGH YIELD/HIGH RISK SECURITIES." AN INVESTMENT IN THE MONEY MARKET
FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, AND THERE CAN
BE NO ASSURANCE THAT THE MONEY MARKET FUND WILL BE ABLE TO MAINTAIN A STABLE
NET ASSET VALUE OF $1.00 PER SHARE. SHARES OF THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.
This Prospectus sets forth concisely the information about the Fund and its
Portfolios that a prospective investor should know before making an investment
decision. Investors are encouraged to read this Prospectus and to retain it
for future reference. Additional information about the Fund has been filed
with the Securities and Exchange Commission and is available upon request and
without charge by writing the Fund at the above address or calling (800) 872-
8037 and requesting the "Statement of Additional Information for North
American Funds" (the "Statement of Additional Information"), dated the date of
this Prospectus. The Statement of Additional Information is incorporated by
reference into this Prospectus. The Securities and Exchange 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is December 31, 1997.
<PAGE>
THE INVESTMENT OBJECTIVES AND CERTAIN POLICIES
OF EACH PORTFOLIO ARE SET FORTH BELOW.
TAX-SENSITIVE EQUITY FUND--The investment objective of the Tax-Sensitive
Equity Fund is maximum after-tax total return, with an emphasis on long-term
growth of capital, through investment primarily in equity securities of
companies that appear to be undervalued. Standish, Ayer & Wood, Inc. manages
the Tax-Sensitive Equity Fund and will seek to pursue this objective by
investing primarily in publicly traded equity securities of United States
companies, and, to a lesser extent, of foreign issuers.
EMERGING GROWTH FUND--The investment objective of the Emerging Growth Fund
is maximum capital appreciation Warburg Pincus Asset Management, Inc. manages
the Emerging Growth Fund and will pursue this objective by investing primarily
in a portfolio of equity securities of domestic companies. The Emerging Growth
Fund ordinarily will invest at least 65% of its total assets in common stocks
or warrants of emerging growth companies that represent attractive
opportunities for maximum capital appreciation.
INTERNATIONAL SMALL CAP FUND--The investment objective of the International
Small Cap Fund is to seek long term capital appreciation. Founders Asset
Management, Inc. manages the International Small Cap Fund and will pursue this
objective by investing primarily in securities issued by foreign companies
which have total market capitalizations or annual revenues of $1 billion or
less. These securities may represent companies in both established and
emerging economies throughout the world.
SMALL/MID CAP FUND--The investment objective of the Small/Mid Cap Fund is to
seek long term capital appreciation. Fred Alger Management, Inc. manages the
Small/Mid Cap Fund and will pursue this objective by investing at least 65% of
the portfolio's total assets (except during temporary defensive periods) in
small/mid cap equity securities.
GLOBAL EQUITY FUND--The investment objective of the Global Equity Fund
(prior to October 1, 1996, the "Global Growth Fund") is long-term capital
appreciation. Morgan Stanley Asset Management Inc. manages the Global Equity
Fund and intends to pursue this objective by investing primarily in a globally
diversified portfolio of common stocks and securities convertible into or
exercisable for common stocks.
GROWTH EQUITY FUND--The investment objective of the Growth Equity Fund is to
seek long-term growth of capital. Founders Asset Management, Inc. manages the
Growth Equity Fund and will pursue this objective by investing, under normal
market conditions, at least 65% of its total assets in common stocks of well-
established, high-quality growth companies that Founders believes have the
potential to increase earnings faster than the rest of the market.
INTERNATIONAL GROWTH AND INCOME FUND--The investment objective of the
International Growth and Income Fund is to seek long-term growth of capital
and income. J.P. Morgan Investment Management Inc. manages the portfolio,
which is designed for investors with a long-term investment horizon who want
to take advantage of investment opportunities outside the United States.
GROWTH AND INCOME FUND--The investment objective of the Growth and Income
Fund is to provide long-term growth of capital and income consistent with
prudent investment risk. Wellington Management Company, LLP manages the Growth
and Income Fund and seeks to achieve the Fund's objective by investing
primarily in a diversified portfolio of common stocks of U.S. issuers which
Wellington Management believes are of high quality.
EQUITY-INCOME FUND--The investment objective of the Equity-Income Fund
(prior to December 31, 1996, the "Value Equity Fund") is to provide
substantial dividend income and also long term capital appreciation. T. Rowe
Price Associates, Inc. manages the Equity-Income Fund and seeks to attain this
objective by investing primarily in dividend-paying common stocks,
particularly of established companies with favorable prospects for both
increasing dividends and capital appreciation.
ii
<PAGE>
BALANCED FUND--The investment objective of the Balanced Fund (prior to
October 1, 1996, the "Asset Allocation Fund") is current income and capital
appreciation. Founders Asset Management, Inc. is the manager of the Balanced
Fund and seeks to attain this objective by investing in a balanced portfolio
of common stocks, U.S. and foreign government obligations and a variety of
corporate fixed-income securities.
STRATEGIC INCOME FUND--The investment objective of the Strategic Income Fund
is to seek a high level of total return consistent with preservation of
capital. The Strategic Income Fund seeks to achieve its objective by giving
its Subadviser, Salomon Brothers Asset Management Inc, broad discretion to
deploy the Strategic Income Fund's assets among certain segments of the fixed-
income market the Salomon Brothers Asset Management Inc. believes will best
contribute to the achievement of the portfolio's objective.
INVESTMENT QUALITY BOND FUND--The investment objective of the Investment
Quality Bond Fund is to provide a high level of current income consistent with
the maintenance of principal and liquidity. Wellington Management Company, LLP
manages the Investment Quality Bond Fund and seeks to achieve the Fund's
objective by investing primarily in a diversified portfolio of investment
grade corporate bonds and U.S. Government bonds with intermediate to longer
term maturities.
NATIONAL MUNICIPAL BOND FUND--The investment objective of the National
Municipal Bond Fund is to achieve a high level of current income which is
exempt from regular federal income taxes, consistent with the preservation of
capital. Salomon Brothers Asset Management Inc manages the National Municipal
Bond Fund and seeks to achieve this objective, by investing primarily in a
portfolio of municipal obligations. The Portfolio will not invest in municipal
obligations that are rated below investment grade at the time of purchase.
U.S. GOVERNMENT SECURITIES FUND--The investment objective of the U.S.
Government Securities Fund is to obtain a high level of current income
consistent with preservation of capital and maintenance of liquidity. Salomon
Brothers Asset Management Inc manages the U.S. Government Securities Fund and
seeks to attain its objective by investing a substantial portion of its assets
in debt obligations and mortgage backed securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities and derivative securities
such as collateralized mortgage obligations backed by such securities.
MONEY MARKET FUND--The investment objective of the Money Market Fund is to
obtain maximum current income consistent with preservation of principal and
liquidity. Manufacturers Adviser Corporation manages the Money Market Fund and
seeks to achieve this objective by investing in high quality, U.S. dollar
denominated money market instruments.
iii
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY.................................................................... 1
The Fund................................................................. 1
Classes of Shares........................................................ 2
Fee Table and Example.................................................... 3
FINANCIAL HIGHLIGHTS....................................................... 9
MULTIPLE PRICING SYSTEM.................................................... 31
INVESTMENT PORTFOLIOS...................................................... 33
Tax-Sensitive Equity Fund................................................ 34
Emerging Growth Fund..................................................... 36
International Small Cap Fund............................................. 37
Small/Mid Cap Fund....................................................... 39
Global Equity Fund (formerly, the Global Growth Fund).................... 40
Growth Equity Fund....................................................... 41
International Growth and Income Fund..................................... 42
Growth and Income Fund................................................... 43
Equity-Income Fund (formerly, the Value Equity; and prior thereto the
Growth Fund)............................................................ 44
Balanced Fund (formerly, the Asset Allocation Fund)...................... 45
Strategic Income Fund.................................................... 46
Investment Quality Bond Fund............................................. 49
National Municipal Bond Fund............................................. 50
U.S. Government Securities Fund.......................................... 53
Money Market Fund........................................................ 55
RISK FACTORS............................................................... 57
Investment Restrictions Generally........................................ 57
High Yield/High Risk Securities.......................................... 58
Foreign Securities....................................................... 59
Warrants................................................................. 61
Lending Portfolio Securities............................................. 61
When-Issued Securities ("Forward Commitments")........................... 62
Hedging And Other Strategic Transactions................................. 62
Illiquid Securities...................................................... 63
Repurchase Agreements and Reverse Repurchase Agreements.................. 63
Mortgage Dollar Rolls.................................................... 64
MANAGEMENT OF THE FUND..................................................... 65
Advisory Arrangements.................................................... 65
Subadvisory Arrangements................................................. 67
Fund Expenses............................................................ 74
GENERAL INFORMATION........................................................ 74
Net Asset Value.......................................................... 74
Dividends and Distributions Taxes........................................ 75
National Municipal Bond Funds--Taxation.................................. 77
</TABLE>
<TABLE>
<S> <C>
Performance Information................................................... 78
Organization of the Fund.................................................. 79
Custodian and Transfer and Dividend Disbursing Agents..................... 80
Independent Accountants................................................... 80
PURCHASE OF SHARES.......................................................... 80
Introduction.............................................................. 80
General Methods of Purchasing Shares...................................... 81
Share Price............................................................... 81
Class A Shares............................................................ 81
Class B Shares............................................................ 84
Class C Shares............................................................ 84
Contingent Deferred Sales Charge.......................................... 84
Waiver of CDSC............................................................ 85
Other Dealer Compensation................................................. 85
Distribution Expenses..................................................... 85
SHAREHOLDER SERVICES........................................................ 88
Automatic Investment Plan................................................. 88
Exchange Privilege........................................................ 88
Transfer of Shares........................................................ 89
Redemption of Shares...................................................... 89
General Methods of Redeeming Shares....................................... 89
Reinstatement Privilege................................................... 90
Minimum Account Balance..................................................... 90
Redemption In Kind........................................................ 90
Additional Shareholder Privileges........................................... 90
Automatic Investment Plan................................................. 90
Automatic Dividend Diversification (ADD).................................. 91
Systematic Investing...................................................... 91
Systematic Withdrawal Plan................................................ 91
Checkwriting.............................................................. 91
Telephone Transactions.................................................... 91
Certificates.............................................................. 92
How to Obtain Information on Your Investment.............................. 92
APPENDIX I.................................................................. A-4
APPENDIX II................................................................. A-4
</TABLE>
iv
<PAGE>
SUMMARY
THE FUND
The Fund is an open-end, management investment company organized as a
business trust under the laws of the Commonwealth of Massachusetts on
September 28, 1988, whose separate Portfolios are "diversified" unless
otherwise indicated.
CypressTree Asset Management Corporation, Inc. ("CAM" or the "Adviser") is
the investment adviser for the Fund, and CypressTree Funds Distributors, Inc.
("CFD" or the "Distributor") serves as distributor for the Fund. CAM and CFD
are wholly-owned subsidiaries of CypressTree Investments, Inc.
("CypressTree"), which is based in Boston, Massachusetts. CypressTree and its
subsidiaries were formed in 1996 to acquire, advise and distribute mutual
funds through broker-dealers, banks and other intermediaries. CypressTree's
principals and equity investors are experienced financial services and
investment professionals with a track record of building investment and
operating companies.
CypressTree is an affiliate of Cypress Holding Company, Inc. ("Cypress
Holdings"), which is controlled by its management and by Berkshire Fund IV,
L.P. Cypress Holdings was founded in November of 1995 to acquire and create
investment management, marketing, distribution and operations enterprises.
The Adviser provides certain expense guarantees and administrative services
to the Fund and its shareholders pursuant to an investment advisory contract
(the "Advisory Agreement"). In addition, it contracts with and compensates ten
investment subadvisers which provide portfolio management services to all
Portfolios of the Fund (the "Subadviser(s)"):
<TABLE>
<CAPTION>
SUBADVISER SUBADVISER TO
---------- -------------
<S> <C>
Fred Alger Management, Inc. ("Alger") Small/Mid Cap Fund
Standish, Ayer & Wood, Inc. Tax-Sensitive Equity Fund
("Standish")
Warburg Pincus Asset Management, Inc. Emerging Growth Fund
("Warburg")
Founders Asset Management, Inc. Growth Equity Fund
("Founders") Balanced Fund
International Small Cap Fund
Wellington Management Company, LLP Growth and Income Fund
("Wellington Management") Investment Quality Bond Fund
Salomon Brothers Asset Management Inc U.S. Government Securities Fund
("SBAM") Strategic Income Fund
National Municipal Bond Fund
J.P. Morgan Investment Management Inc. International Growth and Income Fund
("J.P. Morgan")
Manufacturers Adviser Corporation Money Market Fund
("MAC")
Morgan Stanley Asset Management Inc. Global Equity Fund
("Morgan Stanley")
T. Rowe Price Associates, Inc. Equity-Income Fund
("T. Rowe Price")
</TABLE>
CFD serves as the distributor of the Fund's shares and in that role has
entered into a promotional agent agreement with Wood Logan Associates, Inc.
("Wood Logan") to provide marketing services in connection with the sales of
Fund's shares. See "PURCHASE OF SHARES--Distribution Expenses."
1
<PAGE>
Each Portfolio has stated specific investment objectives, which together
with certain investment policies are set forth on the inside cover of this
Prospectus and are also described below. See "INVESTMENT PORTFOLIOS." There
can be no assurance that any Portfolio will attain its investment objective.
The Fund's annual report to shareholders, which is available without charge
upon request, contains a discussion of Fund performance.
In addition to the risks inherent in any investment in securities, certain
Portfolios of the Fund are subject to particular risks associated with
investing in high yield securities, investing in foreign securities, investing
in warrants, lending portfolio securities, investing in when-issued securities
and engaging in various hedging and other strategic transactions (also
referred to as "derivative transactions"). See "RISK FACTORS."
CLASSES OF SHARES
The Fund offers three classes of shares in each Portfolio ("Class A"
shares, "Class B" shares and "Class C" shares) to the general public with each
class having a different sales charge structure and expense level (the
"Multiple Pricing System"). Each class has distinct advantages and
disadvantages for different investors, and investors may choose the class that
best suits their circumstances and objectives. See "MULTIPLE PRICING SYSTEM."
CLASS A SHARES. Purchases of Class A shares of less than $1 million are
offered for sale at net asset value per share plus a front end sales charge of
up to 4.75% (with the exception of Class A shares of the Money Market Fund,
which are offered without such a charge). Purchases of Class A shares of $1
million or more are offered for sale at net asset value without a front end
sales charge, but subject to a contingent deferred sales charge (a "CDSC") of
1% of the dollar amount subject thereto during the first year after purchase.
The applicable percentage is assessed on an amount equal to the lesser of the
original purchase price or the redemption price of the shares redeemed. In
addition, Class A shares are subject to a distribution fee of up to .10% of
their respective average annual net assets and a service fee of up to .25% of
their respective average annual net assets (with the exception of Class A
shares of the Money Market Fund, which bear no such fees, and Class A shares
of the National Municipal Bond Fund, which are subject to a service fee of up
to .15% of Class A average annual net assets and are not subject to any
distribution fee).
CLASS B SHARES. Class B shares are offered for sale for purchases of
$250,000 or less. Class B shares are offered for sale at net asset value
without a front end sales charge but are subject to a CDSC of 5% of the dollar
amount subject thereto during the first and second year after purchase, and
declining by 1% each year thereafter to 0% after the sixth year. The
applicable percentage is assessed on an amount equal to the lesser of the
original purchase price or the redemption price of the shares redeemed. Class
B shares are also subject to a distribution fee of up to .75% of their
respective average annual net assets and a service fee of up to .25% of their
respective average annual net assets (with the exception of Class B shares of
the Money Market Fund, which bear no such fees). Class B shares purchased on
or after October 1, 1997 will automatically convert to Class A shares of the
same Portfolio eight years after purchase.
CLASS C SHARES. Class C shares are offered for sale for purchases of less
than $1 million, at net asset value without a front end sales charge. Class C
shares are subject to a CDSC of 1% of the dollar amount subject thereto during
the first year after purchase. The applicable percentage is assessed on an
amount equal to the lesser of the original purchase price or the redemption
price of shares redeemed. Class C shares are subject to a distribution fee of
up to .75% of their respective average annual net assets and a service fee of
up to .25% of their respective average annual net assets (with the exception
of Class C shares of the Money Market Fund, which bear no such fees). Class C
shares will automatically convert to Class A shares of the same Portfolio ten
years after purchase.
For a discussion of factors to consider in selecting the most beneficial
class of shares for a particular investor, see "MULTIPLE PRICING SYSTEM--
Factors for Consideration."
2
<PAGE>
FEE TABLE AND EXAMPLE
The following tables are intended to assist investors in understanding the
expenses applicable to each class of shares of each Portfolio:
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------------------- ------------------- -------------
<S> <C> <C> <C>
Maximum Sales Charge Im-
posed on Purchases of
shares (as a percentage
of offering price)
All Portfolios except
Money Market Fund...... 4.75%* None None
Money Market Fund....... None None None
Sales charge imposed on
Reinvested Dividends All
Portfolios.............. None None None
Contingent Deferred
Sales Charge (as a per-
centage of original pur-
chase price or redemp-
tion price, whichever is
lower)
All Portfolios except
Money Market Fund...... 1% first year ** 5% first year 1% first year
0% after first year 5% second year 0% after
4% third year first
3% fourth year year
2% fifth year
1% sixth year, and
0% after sixth year
Money Market Fund....... None None None
Exchange Fee............ None None None
</TABLE>
- --------
* See schedule of sales charge breakpoints under "Purchases of Shares--Class
A Shares."
** For purchases of $1 million or more.
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets after
fee waivers and expense reimbursements in certain cases). Total Fund Operating
Expenses absent reimbursement or waiver are set forth below under each Fund's
"Financial Highlights."
<TABLE>
<CAPTION>
PORTFOLIO CLASS A CLASS B CLASS C
- --------- ------- ------- -------
<S> <C> <C> <C>
TAX-SENSITIVE EQUITY FUND
Management fees....................................... 0.850% 0.850% 0.850%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.400% 0.400% 0.400%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.600% 2.250% 2.250%
EMERGING GROWTH FUND
Management fees....................................... 0.950% 0.950% 0.950%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.400% 0.400% 0.400%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.700% 2.350% 2.350%
INTERNATIONAL SMALL CAP FUND
Management fees....................................... 1.050% 1.050% 1.050%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.500% 0.500% 0.500%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.900% 2.550% 2.550%
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO CLASS A CLASS B CLASS C
- --------- ------- ------- -------
<S> <C> <C> <C>
SMALL/MID CAP FUND
Management fees....................................... 0.925% 0.925% 0.925%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.400% 0.400% 0.400%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.675% 2.325% 2.325%
GLOBAL EQUITY FUND (FORMERLY, "GLOBAL GROWTH FUND")
Management fees....................................... 0.900% 0.900% 0.900%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.500% 0.500% 0.500%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.750% 2.400% 2.400%
GROWTH EQUITY FUND
Management fees....................................... 0.900% 0.900% 0.900%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.400% 0.400% 0.400%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.650% 2.300% 2.300%
INTERNATIONAL GROWTH AND INCOME FUND
Management fees....................................... 0.900% 0.900% 0.900%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.500% 0.500% 0.500%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.750% 2.400% 2.400%
GROWTH AND INCOME FUND
Management fees....................................... 0.725% 0.725% 0.725%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.265% 0.265% 0.265%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.340% 1.990% 1.990%
EQUITY-INCOME FUND
Management fees....................................... 0.800% 0.800% 0.800%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.265% 0.265% 0.265%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.415% 2.065% 2.065%
BALANCED FUND
Management fees....................................... 0.775% 0.775% 0.775%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.265% 0.265% 0.265%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.390% 2.040% 2.040%
STRATEGIC INCOME FUND
Management fees....................................... 0.750% 0.750% 0.750%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.400% 0.400% 0.400%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.500% 2.150% 2.150%
INVESTMENT QUALITY BOND FUND
Management fees....................................... 0.600% 0.600% 0.600%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.300% 0.300% 0.300%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.250% 1.900% 1.900%
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO CLASS A CLASS B CLASS C
- --------- ------- ------- -------
<S> <C> <C> <C>
NATIONAL MUNICIPAL BOND FUND
Management fees....................................... 0.600% 0.600% 0.600%
Rule 12b-1 fees....................................... 0.150% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.250% 0.250% 0.250%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.000% 1.850% 1.850%
U.S. GOVERNMENT SECURITIES FUND
Management fees....................................... 0.600% 0.600% 0.600%
Rule 12b-1 fees....................................... 0.350% 1.000% 1.000%
Other expenses* (after fee waiver).................... 0.300% 0.300% 0.300%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 1.250% 1.900% 1.900%
MONEY MARKET FUND
Management fees....................................... 0.200% 0.200% 0.200%
Rule 12b-1 fees....................................... 0.000% 0.000% 0.000%
Other expenses* (after fee waiver).................... 0.300% 0.300% 0.300%
------ ------ ------
Total fund operating expenses* (after fee waiver)..... 0.500% 0.500% 0.500%
</TABLE>
*Amounts listed under "Other expenses" and "Total fund operating expenses"
in the table above for each class of all Portfolios (except the Emerging
Growth Fund and the Tax-Sensitive Equity Fund) are based on the application of
expense limitations applicable during the most recent fiscal year. See
"Advisory Arrangements" below. Absent such expense limitations, other expenses
and total fund operating expenses, respectively, for each Portfolio's Class A,
B and C shares would have been: INTERNATIONAL SMALL CAP FUND Class A--1.060%
and 2.460%, Class B--0.930% and 2.980%, Class C--0.910% and 2.960%; SMALL/MID
CAP FUND Class A--0.965% and 2.240%, Class B--0.865% and 2.790%, Class C--
0.855% and 2.780%; GLOBAL EQUITY FUND Class A--0.560% and 1.810%, Class B--
0.570% and 2.470%, Class C--0.560% and 2.460%; GROWTH EQUITY FUND Class A--
1.030% and 2.280%, Class B--0.880% and 2.780%, Class C 0.850% and 2.750%;
INTERNATIONAL GROWTH AND INCOME FUND Class A--0.710% and 1.960%, Class B--
0.640% and 2.540%, Class C--0.670% and 2.570%; GROWTH AND INCOME FUND Class
A--0.425% and 1.500%, Class B--0.425% and 2.150%, Class C--0.405% and 2.130%;
EQUITY-INCOME FUND Class A--0.400% and 1.550%, Class B--0.410% and 2.210%,
Class C 0.390% and 2.190%; BALANCED FUND Class A--0.465% and 1.590%, Class B--
0.455% and 2.230%, and Class C 0.425% and 2.200%; STRATEGIC INCOME FUND Class
A--0.510% and 1.610%, Class B--0.480% and 2.230%, Class C--0.490% and 2.240%;
INVESTMENT QUALITY BOND FUND Class A--0.670% and 1.620%, Class B--0.730% and
2.330%, Class C--0.690% and 2.290%; NATIONAL MUNICIPAL BOND FUND Class A--
0.480% and 1.230%, Class B--0.550% and 2.150%, Class C--0.550% and 2.150%; U.
S. GOVERNMENT SECURITIES FUND Class A--0.470% and 1.420%, Class B--0.490% and
2.090%, Class C--0.490% and 2.090%; MONEY MARKET FUND Class A--0.760% and
0.960%, Class B--0.850% and 1.050%, Class C--0.800% and 1.000%. Amounts listed
under "Other expenses" and "Total fund operating expenses" for the Emerging
Growth Fund and the Tax-Sensitive Equity Fund are based on estimates for
current fiscal year expenses. To the extent that actual expenses are lower
than the expense limitations, "Other expenses" may vary as between classes of
a Portfolio as a result of certain class-specific incremental expenses being
allocated to a particular class of shares.
The amounts set forth under the caption "Shareholder Transaction Expenses"
are the maximum sales charges applicable to purchases of Fund shares. Because
a portion of the 12b-1 fees payable by each class of shares is considered an
asset based sales charge by the National Association of Securities Dealers,
Inc. (the "NASD"), long-term shareholders in each class of each Portfolio
(other than the Money Market Fund) may pay more than the economic equivalent
of the maximum front end sales charges permitted by the NASD. See "PURCHASE OF
SHARES--Class A Shares--Reduced Sales Charges" in this Prospectus.
The fees and expenses listed under the caption "Annual Fund Operating
Expenses" are described in this Prospectus under the captions "MANAGEMENT OF
THE FUND" and "PURCHASE OF SHARES--
5
<PAGE>
Distribution Expenses." The Advisory Agreement and Distribution Plans operate
to limit Total Fund Operating Expenses to the amounts listed in the fee table.
Such contractual expense limits shall remain in effect unless the Adviser
notifies the Fund (with 30 days notice) that it will not continue the limits.
See "MANAGEMENT OF THE FUND--Advisory Agreement." Total Fund Operating
Expenses for the year ended October 31, absent reimbursement or waiver are set
forth below under "Financial Highlights."
EXAMPLE
An investor would pay the following expenses on a $1,000 investment, assuming
(1) a 5% annual return and (2) redemption at the end of each time period, with
the exception of the lines marked "Class B No redemption" and "Class C No
redemption" in which case it is assumed that no redemption is made at the end
of each time period:
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
TAX-SENSITIVE EQUITY FUND
Class A Shares................................ $63 $ 96
Class B Shares................................ $73 $110
Class B No redemption......................... $23 $ 70
Class C Shares................................ $33 $ 70
Class C No redemption......................... $23 $ 70
EMERGING GROWTH FUND
Class A Shares................................ $64 $ 99
Class B Shares................................ $74 $113
Class B No redemption......................... $24 $ 73
Class C Shares................................ $34 $ 73
Class C No redemption......................... $24 $ 73
INTERNATIONAL SMALL CAP FUND
Class A Shares................................ $66 $104 $145 $259
Class B Shares................................ $76 $119 $156 $272
Class B No redemption......................... $26 $ 79 $136 $272
Class C Shares................................ $36 $ 79 $136 $289
Class C No redemption......................... $26 $ 79 $136 $289
SMALL/MIDCAP FUND
Class A Shares................................ $64 $100 $138 $224
Class B Shares................................ $74 $115 $148 $257
Class B No redemption......................... $24 $ 75 $128 $257
Class C Shares................................ $34 $ 75 $128 $274
Class C No redemption......................... $24 $ 75 $128 $274
GLOBAL EQUITY FUND
Class A Shares................................ $64 $100 $138 $244
Class B Shares................................ $74 $115 $148 $257*
Class B No redemption......................... $24 $ 75 $128 $257*
Class C Shares................................ $34 $ 75 $128 $274
Class C No redemption......................... $24 $ 75 $128 $274
GROWTH EQUITY FUND
Class A Shares................................ $63 $ 97 $133 $234
Class B Shares................................ $73 $112 $143 $247
Class B No redemption......................... $23 $ 72 $123 $247
Class C Shares................................ $33 $ 72 $123 $264
Class C No redemption......................... $23 $ 72 $123 $264
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
INTERNATIONAL GROWTH AND INCOME FUND
Class A Shares................................ $64 $100 $138 $244
Class B Shares................................ $74 $115 $148 $257*
Class B No redemption......................... $24 $ 75 $128 $257*
Class C Shares................................ $34 $ 75 $128 $274
Class C No redemption......................... $24 $ 75 $128 $274
GROWTH AND INCOME FUND
Class A Shares................................ $60 $ 88 $117 $201
Class B Shares................................ $70 $102 $127 $215*
Class B No redemption......................... $20 $ 62 $107 $215*
GROWTH AND INCOME FUND
Class C Shares................................ $30 $ 62 $107 $232
Class C No redemption......................... $20 $ 62 $107 $232
EQUITY-INCOME FUND
Class A Shares................................ $61 $ 90 $121 $209
Class B Shares................................ $71 $105 $131 $223*
Class B No redemption......................... $21 $ 65 $111 $223*
Class C Shares................................ $31 $ 65 $111 $239
Class C No redemption......................... $21 $ 65 $111 $239
BALANCED FUND
Class A Shares................................ $61 $ 89 $120 $206
Class B Shares................................ $71 $104 $130 $220*
Class B No redemption......................... $21 $ 64 $110 $220*
Class C Shares................................ $31 $ 64 $110 $237
Class C No redemption......................... $21 $ 64 $110 $237
STRATEGIC INCOME FUND
Class A Shares................................ $62 $ 93 $125 $218
Class B Shares................................ $72 $107 $135 $232*
Class B No redemption......................... $22 $ 67 $115 $232*
Class C Shares................................ $32 $ 67 $115 $248
Class C No redemption......................... $22 $ 67 $115 $248
INVESTMENT QUALITY BOND FUND
Class A Shares................................ $60 $ 85 $113 $191
Class B Shares................................ $69 $100 $123 $205*
Class B No redemption......................... $19 $ 60 $103 $205*
Class C Shares................................ $29 $ 60 $103 $222
Class C No redemption......................... $19 $ 60 $103 $222
NATIONAL MUNICIPAL BOND FUND
Class A Shares................................ $57 $ 78 $100 $164
Class B Shares................................ $69 $ 98 $120 $194*
Class B No redemption......................... $19 $ 58 $100 $194*
Class C Shares................................ $29 $ 58 $100 $217
Class C No redemption......................... $19 $ 58 $100 $217
U.S. GOVERNMENT SECURITIES FUND
Class A Shares................................ $60 $ 85 $113 $191
Class B Shares................................ $69 $100 $123 $205*
Class B No redemption......................... $19 $ 60 $103 $205*
Class C Shares................................ $29 $ 60 $103 $222
Class C No redemption......................... $19 $ 60 $103 $222
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
MONEY MARKET FUND
Class A Shares................................ $ 5 $16 $28 $64
Class B Shares................................ $ 5 $16 $28 $64
Class C Shares................................ $ 5 $16 $28 $64
</TABLE>
- --------
* Reflects the conversion to Class A shares eight years after purchase;
therefore years nine and ten reflect Class A expenses.
The foregoing Fee Table and Example are intended to assist investors in
understanding the various costs and expenses that investors in the Fund bear
directly and indirectly. The examples for the Tax-Sensitive Equity Fund and
the Emerging Growth Fund do not include 5 and 10 year figures because they are
newly formed Portfolios. ACTUAL EXPENSES FOR ALL THE PORTFOLIOS MAY BE HIGHER
OR LOWER THAN THE AMOUNTS SHOWN IN THE FEE TABLE AND, CONSEQUENTLY, THE ACTUAL
EXPENSES INCURRED BY AN INVESTOR MAY BE GREATER (IN THE EVENT THE EXPENSE
LIMITATIONS ARE REMOVED) OR LESS THAN THE AMOUNTS SHOWN IN THE EXAMPLE.
MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE PERFORMANCE OF
EACH PORTFOLIO WILL VARY AND MAY RESULT IN A RETURN GREATER OR LESS THAN 5%.
* * * * *
The information in the foregoing summary is qualified in its entirety by the
more detailed information appearing elsewhere in this Prospectus and in the
Statement of Additional Information.
Information about the performance of each Portfolio is contained in the
Fund's annual report to shareholders which may be obtained upon request and
without charge.
FINANCIAL HIGHLIGHTS
The following tables present per share financial information for Class A, B
and C shares. This information has been derived from the financial statements,
which have been audited and reported on by the independent accountants. The
"Report of independent accountants" and financial statements included in the
Fund's annual report to shareholders for the 1997 fiscal year are incorporated
by reference into this prospectus. The Fund's annual report, which contains
additional unaudited performance information, is available without charge upon
request.
8
<PAGE>
FINANCIAL HIGHLIGHTS
INTERNATIONAL SMALL CAP FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR 03/04/96* YEAR 03/04/96* YEAR 03/04/96*
ENDED TO ENDED TO ENDED TO
10/31/97 10/31/96 10/31/97 10/31/96 10/31/97 10/31/96
CLASS A CLASS A CLASS B CLASS B CLASS C CLASS C
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................ $13.43 $12.50 $13.37 $12.50 $13.37 $12.50
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income
(loss) (B)............... (0.03) 0.05 (0.11) (0.01) (0.11) (0.01)
Net realized and
unrealized gain on in-
vestments and foreign
currency transactions.... 0.46 0.88 0.45 0.88 0.45 0.88
------ ------ ------ ------ ------ ------
Total from investment
operations............. 0.43 0.93 0.34 0.87 0.34 0.87
Net asset value, end of
period................... $13.86 $13.43 $13.71 $13.37 $13.71 $13.37
====== ====== ====== ====== ====== ======
Total return............ 3.20% 7.44%+ 2.54% 6.96%+ 2.54% 6.96%+
Net assets, end of period
(000's).................. $3,225 $2,120 $7,369 $5,068 $7,025 $5,517
Ratio of operating
expenses to average net
assets (C)............... 1.90% 1.90%(A) 2.55% 2.55%(A) 2.55% 2.55%(A)
Ratio of net investment
income (loss) to average
net assets............... (0.19%) 0.50%(A) (0.84%) (0.15%)(A) (0.84%) (0.15%)(A)
Portfolio turnover rate... 75% 67%(A) 75% 67%(A) 75% 67%(A)
Average commission rate
per share (D)............ $0.014 $0.016 $0.014 $0.016 $0.014 $0.016
</TABLE>
- --------
* Commencement of operations
+ Non-annualized
(A) Annualized
(B) After expense reimbursement by the adviser of $0.09, $0.05 and $0.05 per
share for the International Small Cap Fund--Classes A, B and C
respectively, for the year ended October 31, 1997 and $0.11, $0.02 and
$0.02 per share for the International Small Cap Fund--Classes A, B and C
respectively, for the period March 4, 1996 (commencement of operations) to
October 31, 1996.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
2.46%, 2.98% and 2.96% for the International Small Cap Fund, Classes A, B
and C respectively, for the year ended October 31, 1997 and 3.07%, 3.27%
and 3.25% for the International Small Cap Fund, Classes A, B and C
respectively, for the period March 4, 1996 (commencement of operations) to
October 31, 1996 on an annualized basis.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged. In certain foreign markets the
relationship between the translated U.S. dollar price per share and
commission paid per share may vary from that of domestic markets.
9
<PAGE>
FINANCIAL HIGHLIGHTS
SMALL/MID CAP FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR 03/04/96* YEAR 03/04/96* YEAR 03/04/96*
ENDED TO ENDED TO ENDED TO
10/31/97 10/31/96 10/31/97** 10/31/96 10/31/97** 10/31/96
CLASS A CLASS A CLASS B CLASS B CLASS C CLASS C
-------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $12.62 $12.50 $ 12.58 $12.50 $ 12.59 $12.50
INCOME FROM INVESTMENT
OPERATIONS:
Net investment loss
(B).................... (0.14) (0.02) (0.23) (0.05) (0.23) (0.05)
Net realized and
unrealized gain on in-
vestments.............. 3.03 0.14 2.98 0.13 2.99 0.14
------ ------ ------- ------ ------- ------
Total from investment
operations........... 2.89 0.12 2.75 0.08 2.76 0.09
Net asset value, end of
period................. $15.51 $12.62 $ 15.33 $12.58 $ 15.35 $12.59
====== ====== ======= ====== ======= ======
Total return.......... 22.90% 0.96%+ 21.86% 0.64%+ 21.92% 0.72%+
Net assets, end of pe-
riod (000's)........... $4,170 $2,966 $11,802 $6,659 $13,471 $8,241
Ratio of operating
expenses to average net
assets (C)............. 1.675% 1.675%(A) 2.325% 2.325%(A) 2.325% 2.325%(A)
Ratio of net investment
loss to average net
assets................. (1.02%) (0.40%)(A) (1.67%) (1.05%)(A) (1.67%) (1.05%)(A)
Portfolio turnover
rate................... 145% 92%(A) 145% 92%(A) 145% 92%(A)
Average commission rate
per share (D).......... $0.070 $0.069 $ 0.070 $0.069 $ 0.070 $0.069
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
+ Non-annualized
(A) Annualized
(B) After expense reimbursement by the adviser of $0.08, $0.06 and $0.06 per
share for the Small/Mid Cap Fund--Classes A, B and C respectively, for the
year ended October 31, 1997 and $0.06, $0.03 and $0.03 per share for the
Small/Mid Cap Fund--Classes A, B and C respectively, for the period March
4, 1996 (commencement of operations) to October 31, 1996.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
and 2.24%, 2.79% and 2.78% for the Small/Mid Cap Fund, Classes A, B and C
respectively, for the year ended October 31, 1997 and 2.69%, 3.05% and
3.04% for the Small/Mid Cap Fund, Classes A, B and C respectively, for the
period March 4, 1996 (commencement of operations) to October 31, 1996 on
an annualized basis.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
10
<PAGE>
FINANCIAL HIGHLIGHTS
GLOBAL EQUITY FUND (FORMERLY, THE GLOBAL GROWTH FUND)
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96** 10/31/95 10/31/94 10/31/97** 10/31/96** 10/31/95** 10/31/94
CLASS A CLASS A CLASS A CLASS A CLASS B CLASS B CLASS B CLASS B
-------- ---------- -------- --------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $ 14.50 $ 13.84 $ 14.82 $ 14.13 $ 14.36 $ 13.73 $ 14.79 $ 14.13
INCOME (LOSS) FROM IN-
VESTMENT OPERATIONS
Net investment income
(loss) (B).............. 0.06 (0.04) -- (0.01) (0.05) (0.14) (0.09) (0.03)
Net realized and
unrealized gain (loss)
on investments and
foreign currency
transactions............ 3.45 0.91 (0.54) 0.70 3.47 0.91 (0.53) 0.69
------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations............. 3.51 0.87 (0.54) 0.69 3.42 0.77 (0.62) 0.66
LESS DISTRIBUTIONS
Dividends from net in-
vestment income......... (0.05) (0.21) -- -- -- (0.14) -- --
Distributions from capi-
tal gains............... (1.64) -- (0.44) -- (1.64) -- (0.44) --
------- ------- ------- ------- ------- ------- ------- -------
Total distributions..... (1.69) (0.21) (0.44) -- (1.64) (0.14) (0.44) --
------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period.................. $ 16.32 $ 14.50 $ 13.84 $ 14.82 $ 16.14 $ 14.36 $ 13.73 $ 14.79
======= ======= ======= ======= ======= ======= ======= =======
Total return............ 26.10% 6.33% (3.52%) 9.16%(E) 25.63% 5.64% (4.09%) 8.94%(E)
Net assets, end of period
(000's)................. $30,960 $25,924 $23,894 $18,152 $31,833 $25,661 $23,317 $13,903
Ratio of operating ex-
penses to average net
assets (C).............. 1.75% 1.75% 1.75% 1.75%(A) 2.40% 2.40% 2.40% 2.40%(A)
Ratio of net investment
income (loss) to average
net assets.............. 0.33% (0.30%) 0.03% (0.12%)(A) (0.32%) (0.95%) (0.61%) (0.77%)(A)
Portfolio turnover rate.. 28% 165% 57% 54% 28% 165% 57% 54%
Average commission rate
per share (D)........... $ 0.036 $ 0.016 N/A N/A $ 0.036 $ 0.016 N/A N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
(A) Annualized
(B) After expense reimbursement by the adviser of $0.01, $0.01, $0.02 and
$0.01 per share for the Global Equity Fund--Class A and $0.01, $0.01,
$0.02 and $0.01 per share for the Global Equity Fund--Class B, for the
years ended October 31, 1997, 1996 and 1995 and the period April 1, 1994
to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
1.81%, 1.83%, 1.92% and 1.97% for the Global Equity Fund--Class A and
2.47%, 2.48%, 2.58% and 2.71% for the Global Equity Fund--Class B, for the
years ended October 31, 1997, 1996 and 1995 and the period April 1, 1994
to October 31, 1994 on an annualized basis, respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged. In certain foreign markets the
relationship between the translated U.S. dollar price per share and
commission paid per share may vary from that of domestic markets.
(E) Historical total returns for Classes A and B shares are one year
performance returns which include Class C performance prior to April 1,
1994.
11
<PAGE>
FINANCIAL HIGHLIGHTS
GLOBAL EQUITY FUND--CLASS C (FORMERLY, THE GLOBAL GROWTH FUND--CLASS C)
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
-------------------------------------------------------------------
1997** 1996** 1995** 1994 1993 1992 1991
------- ------- ------- -------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 14.41 $ 13.73 $ 14.79 $ 13.74 $ 10.33 $ 10.76 $10.12
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(loss) (A)............. (0.05) (0.14) (0.09) (0.10) (0.01) (0.02) 0.25
Net realized and
unrealized gain (loss)
on investments and
foreign currency
transactions........... 3.47 0.92 (0.53) 1.15 3.43 (0.37) 0.63
------- ------- ------- -------- ------- ------- ------
Total from investment
operations........... 3.42 0.78 (0.62) 1.05 3.42 (0.39) 0.88
LESS DISTRIBUTIONS
Dividends from net
investment income...... -- (0.10) -- -- (0.01) -- (0.24)
Distributions from capi-
tal gains.............. (1.64) -- (0.44) -- -- -- --
Distributions from capi-
tal.................... -- -- -- -- -- (0.04) --
------- ------- ------- -------- ------- ------- ------
Total distributions... (1.64) (0.10) (0.44) -- (0.01) (0.04) (0.24)
------- ------- ------- -------- ------- ------- ------
Net asset value, end of
period................. $ 16.19 $ 14.41 $ 13.73 $ 14.79 $ 13.74 $ 10.33 $10.76
======= ======= ======= ======== ======= ======= ======
Total return.......... 25.54% 5.70% (4.09%) 8.94% 33.06% (3.57%) 8.80%
Net assets, end of pe-
riod (000's)........... $61,245 $64,830 $83,340 $101,443 $63,503 $14,291 $8,828
Ratio of operating
expenses to average net
assets (B)............. 2.40% 2.40% 2.40% 2.40% 2.40% 2.52% 1.47%
Ratio of net investment
income (loss) to aver-
age net assets......... (0.32%) (0.95%) (0.64%) (0.91%) (0.40%) (0.27%) 1.41%
Portfolio turnover
rate................... 28% 165% 57% 54% 57% 69% 70%
Average commission rate
per
share (C).............. $ 0.036 $ 0.016 N/A N/A N/A N/A N/A
</TABLE>
- --------
** Net investment income per share has been calculated using the average
shares method.
(A) After expense reimbursement by the adviser of $0.01, $0.01, $0.02, $0.01,
$0.02, $0.02 and $0.05 per share for the Global Equity Fund--Class C for
the years ended October 31, 1997, 1996, 1995, 1994, 1993, 1992 and 1991,
respectively.
(B) The ratio of operating expenses, before reimbursement by the adviser, was
2.46%, 2.48%, 2.53%, 2.52%, 2.72%, 2.78% and 4.37% for the Global Equity
Fund--Class C for the years ended October 31, 1997, 1996, 1995, 1994,
1993, 1992 and 1991, respectively.
(C) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all
security trades on which commissions are charged. In certain foreign
markets the relationship between the translated U.S. dollar price per
share and commission paid per share may vary from that of domestic
markets.
12
<PAGE>
FINANCIAL HIGHLIGHTS
GROWTH EQUITY FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR 03/04/96* YEAR 03/04/96* YEAR 03/04/96*
ENDED TO ENDED TO ENDED TO
10/31/97 10/31/96 10/31/97 10/31/96 10/31/97 10/31/96
CLASS A CLASS A CLASS B CLASS B CLASS C CLASS C
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................ $13.78 $12.50 $13.73 $12.50 $ 13.73 $12.50
INCOME FROM INVESTMENT OP-
ERATIONS:
Net investment income
(loss) (B)............... (0.03) 0.28 (0.13) 0.24 (0.13) 0.24
Net realized and
unrealized gain on
investments.............. 3.45 1.00 3.46 0.99 3.46 0.99
------ ------ ------ ------ ------- ------
Total from investment
operations............. 3.42 1.28 3.33 1.23 3.33 1.23
LESS DISTRIBUTIONS
Dividends from net invest-
ment income.............. (0.19) -- (0.16) -- (0.17) --
------ ------ ------ ------ ------- ------
Net asset value, end of
period................... $17.01 $13.78 $16.90 $13.73 $ 16.89 $13.73
====== ====== ====== ====== ======= ======
Total return............ 25.13% 10.24%+ 24.50% 9.84%+ 24.50% 9.84%+
Net assets, end of period
(000's).................. $3,053 $2,244 $9,040 $4,748 $12,766 $6,494
Ratio of operating ex-
penses to average net as-
sets (C)................. 1.65% 1.65%(A) 2.30% 2.30%(A) 2.30%(A) 2.30%(A)
Ratio of net investment
income (loss) to average
net assets............... (0.17%) 4.11%(A) (0.82%) 4.18%(A) (0.82%) 4.13%(A)
Portfolio turnover rate... 181% 450%(A) 181% 450%(A) 181% 450%(A)
Average commission rate
per share (D)............ $0.062 $0.043 $0.062 $0.043 $ 0.062 $0.043
</TABLE>
- --------
* Commencement of operations
+ Non-annualized
(A) Annualized
(B) After expense reimbursement by the adviser of $0.10, $0.07 and $0.07 per
share for the Growth Equity Fund--Classes A, B and C respectively, for the
year ended October 31, 1997 and $0.07, $0.04 and $0.04 per share for the
Growth Equity Fund--Classes A, B and C respectively, for the period March
4, 1996 (commencement of operations) to October 31, 1996.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
2.28%, 2.78% and 2.75% for the Growth Equity Fund, Classes A, B and C
respectively, for the year ended October 31, 1997 and 2.71%, 3.06% and
2.96% for the Growth Equity Fund, Classes A, B and C respectively, for the
period March 4, 1996 (commencement of operations) to October 31, 1996 on
an annualized basis.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
13
<PAGE>
FINANCIAL HIGHLIGHTS
INTERNATIONAL GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR 01/09/95* YEAR YEAR 01/09/95* YEAR YEAR 01/09/95*
ENDED ENDED TO ENDED ENDED TO ENDED ENDED TO
10/31/97 10/31/96** 10/31/95 10/31/97** 10/31/96** 10/31/95 10/31/97** 10/31/96** 10/31/95
CLASS A CLASS A CLASS A CLASS B CLASS B CLASS B CLASS C CLASS C CLASS C
-------- ---------- --------- ---------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $11.35 $10.11 $10.00 $ 11.30 $ 10.10 $10.00 $11.31 $10.10 $10.00
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income
(B).................... 0.06 0.09 0.06 0.03 0.06 0.01 0.03 0.06 0.01
Net realized and
unrealized gain on
investments and foreign
currency transactions.. 0.35 1.33 0.08 0.31 1.30 0.12 0.31 1.30 0.12
------ ------ ------ ------- ------- ------ ------ ------ ------
Total from investment
operations............ 0.41 1.42 0.14 0.34 1.36 0.13 0.34 1.36 0.13
LESS DISTRIBUTIONS
Dividends from net in-
vestment income........ (0.19) (0.08) (0.03) (0.13) (0.05) (0.03) (0.13) (0.05) (0.03)
Distributions from capi-
tal gains.............. (0.76) (0.10) -- (0.76) (0.11) -- (0.76) (0.10) --
------ ------ ------ ------- ------- ------ ------ ------ ------
Total distributions.... (0.95) (0.18) (0.03) (0.89) (0.16) (0.03) (0.89) (0.15) (0.03)
------ ------ ------ ------- ------- ------ ------ ------ ------
Net asset value, end of
period................. $10.81 $11.35 $10.11 $ 10.75 $ 11.30 $10.10 $10.76 $11.31 $10.10
====== ====== ====== ======= ======= ====== ====== ====== ======
Total return........... 3.55% 14.25% 1.37%+ 2.92% 13.58% 1.28%+ 2.91% 13.63% 1.28%+
Net assets, end of pe-
riod (000's)........... $4,461 $4,732 $6,897 $16,334 $15,217 $8,421 $8,460 $9,076 $6,324
Ratio of operating ex-
penses to average net
assets (C)............. 1.75% 1.75% 1.75%(A) 2.40% 2.40% 2.40%(A) 2.40% 2.40% 2.40%(A)
Ratio of net investment
income to average net
assets................. 0.97% 0.84% 0.70%(A) 0.32% 0.57% 0.15%(A) 0.32% 0.51% 0.13%(A)
Portfolio turnover
rate................... 146% 170% 69%(A) 146% 170% 69%(A) 146% 170% 69%(A)
Average commission rate
per share (D).......... $0.004 $0.022 N/A $ 0.004 $ 0.022 N/A $0.004 $0.022 N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
+ Non-annualized
(A) Annualized
(B) After expense reimbursement by the adviser of $0.01, $0.02 and $0.02 per
share for the International Growth and Income Fund--Classes A, B and C
respectively, for the year ended October 31, 1997, $0.02, $0.02 and $0.02
per share for the International Growth and Income Fund--Classes A, B and C
respectively, for the year ended October 31, 1996 and $0.04, $0.04 and
$0.04 per share for the International Growth and Income Fund--Classes A, B
and C respectively, for the period January 9, 1995 (commencement of
operations) to October 31, 1995.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
1.96%, 2.54% and 2.57% for the International Growth and Income Fund,
Classes A, B and C respectively, for the year ended October 31, 1997,
1.97%, 2.60% and 2.60% for the International Growth and Income Fund,
Classes A, B and C respectively, for the year ended October 31, 1996 and
2.18%, 2.93% and 2.93% for the International Growth and Income Fund,
Classes A, B and C respectively, for the period January 9, 1995
(commencement of operations) to October 31, 1995 on an annualized basis.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged. In certain foreign markets the
relationship between the translated U.S. dollar price per share and
commission paid per share may vary from that of domestic markets.
14
<PAGE>
FINANCIAL HIGHLIGHTS
GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96 10/31/95** 10/31/94 10/31/97 10/31/96** 10/31/95** 10/31/94
CLASS A CLASS A CLASS A CLASS A CLASS B CLASS B CLASS B CLASS B
-------- -------- ---------- --------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 17.56 $ 14.72 $ 13.09 $12.29 $ 17.50 $ 14.69 $ 13.08 $12.29
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(B).................... 0.14 0.18 0.26 0.12 0.01 0.07 0.16 0.10
Net realized and
unrealized gain on
investments............ 5.26 2.99 1.90 0.76 5.23 2.99 1.94 0.77
------- ------- ------- ------ ------- ------- ------- ------
Total from investment
operations............ 5.40 3.17 2.16 0.88 5.24 3.06 2.10 0.87
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.15) (0.21) (0.23) (0.08) (0.03) (0.13) (0.19) (0.08)
Distributions from
capital gains.......... (1.04) (0.12) (0.30) -- (1.04) (0.12) (0.30) --
------- ------- ------- ------ ------- ------- ------- ------
Total distributions.... (1.19) (0.33) (0.53) (0.08) (1.07) (0.25) (0.49) (0.08)
------- ------- ------- ------ ------- ------- ------- ------
Net asset value, end of
period................. $ 21.77 $ 17.56 $ 14.72 $13.09 $ 21.67 $ 17.50 $ 14.69 $13.08
======= ======= ======= ====== ======= ======= ======= ======
Total return........... 31.95% 21.84% 17.28% 5.06%(E) 31.40% 21.08% 16.73% 4.98%(E)
Net assets, end of
period (000's)......... $34,186 $18,272 $12,180 $8,134 $54,871 $34,740 $19,052 $3,885
Ratio of operating
expenses to average net
assets (C)............. 1.34% 1.34% 1.34% 1.34%(A) 1.99% 1.99% 1.99% 1.99%(A)
Ratio of net investment
income to average net
assets................. 0.66% 1.10% 1.91% 1.72%(A) 0.01% 0.45% 1.14% 1.07%(A)
Portfolio turnover
rate................... 39% 49% 40% 45% 39% 49% 40% 45%
Average commission rate
per share (D).......... $ 0.054 $ 0.055 N/A N/A $ 0.054 $ 0.055 N/A N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
(A) Annualized
(B) After expense reimbursement by the adviser of $0.03, $0.03, $0.05 and
$0.05 per share for the Growth and Income Fund--Class A and $0.30, $0.03,
$0.05 and $0.12 per share for the Growth and Income Fund--Class B, for the
years ended October 31, 1997, 1996, 1995 and the period April 1, 1994 to
October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
1.50%, 1.56%, 1.69% and 2.08% for the Growth and Income Fund--Class A and
2.15%, 2.20%, 2.33% and 3.12% for the Growth and Income Fund--Class B, for
the years ended October 31, 1997, 1996 and 1995 and the period April 1,
1994 to October 31, 1994 on an annualized basis, respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
(E) Historical total returns for Classes A and B shares are one year
performance returns which include Class C performance prior to April 1,
1994.
15
<PAGE>
FINANCIAL HIGHLIGHTS
GROWTH AND INCOME FUND--CLASS C
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 05/01/91*
---------------------------------------------------- TO
1997 1996 1995 1994 1993 1992 10/31/91
------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $ 17.56 $ 14.71 $ 13.08 $ 12.71 $ 11.21 $ 10.51 $10.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(B).................... 0.01 0.07 0.18 0.15 0.14 0.18 0.11
Net realized and
unrealized gain on in-
vestments.............. 5.25 3.00 1.90 0.46 1.48 0.70 0.47
------- ------- ------- ------- ------- ------- ------
Total from investment
operations............ 5.26 3.07 2.08 0.61 1.62 0.88 0.58
LESS DISTRIBUTIONS
Dividends from net in-
vestment income........ (0.03) (0.10) (0.15) (0.13) (0.12) (0.18) (0.07)
Distributions from capi-
tal gains.............. (1.04) (0.12) (0.30) (0.11) -- -- --
------- ------- ------- ------- ------- ------- ------
Total distributions.... (1.07) (0.22) (0.45) (0.24) (0.12) (0.18) (0.07)
------- ------- ------- ------- ------- ------- ------
Net asset value, end of
period................. $ 21.75 $ 17.56 $ 14.71 $ 13.08 $ 12.71 $ 11.21 $10.51
======= ======= ======= ======= ======= ======= ======
Total return........... 31.37% 21.12% 16.56% 4.85% 14.57% 8.42% 5.88%+
Net assets, end of pe-
riod (000's)........... $98,250 $74,825 $63,154 $46,078 $37,483 $10,821 $2,090
Ratio of operating ex-
penses to average net
assets (C)............. 1.99% 1.99% 1.99% 1.99% 1.99% 1.94% 1.85%(A)
Ratio of net investment
income to average net
assets................. 0.01% 0.45% 1.26% 1.11% 1.12% 1.51% 2.05%(A)
Portfolio turnover
rate................... 39% 49% 40% 45% 37% 48% 111%(A)
Average commission rate
per share (D).......... $ 0.054 $ 0.055 N/A N/A N/A N/A N/A
</TABLE>
- --------
* Commencement of operations
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.03, $0.03,
$0.04, $0.05, $0.06, $0.15 and $0.37 per share for the Growth and Income
Fund--Class C for the years ended October 31, 1997, 1996, 1995, 1994, 1993
and 1992 and the period May 1, 1991 (commencement of operations) to
October 31, 1991, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 2.13%, 2.20%, 2.26%, 2.38%, 2.46%, 3.18% and 10.69% for the
Growth and Income Fund--Class C for the years ended October 31, 1997,
1996, 1995, 1994, 1993 and 1992 and the period May 1, 1991 (commencement
of operations) to October 31, 1991 on an annualized basis, respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
16
<PAGE>
FINANCIAL HIGHLIGHTS
EQUITY-INCOME FUND (FORMERLY, THE VALUE EQUITY FUND, FORMERLY, THE GROWTH FUND)
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96 10/31/95** 10/31/97 10/31/96 10/31/95** 10/31/94 10/31/94
CLASS A CLASS A CLASS A CLASS A CLASS B CLASS B CLASS B CLASS B
-------- -------- ---------- --------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 17.37 $ 15.94 14.78 $ 14.59 $ 17.22 $ 15.84 14.77 $14.59
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(loss) (B)............. 0.33 0.16 0.12 0.02 0.23 0.06 0.02 (0.02)
Net realized and
unrealized gain on
investments............ 3.59 2.69 1.83 0.17 3.54 2.69 1.84 0.20
------- ------- ------- ------- ------- ------- ------- ------
Total from investment
operations............ 3.92 2.85 1.95 0.19 3.77 2.75 1.86 0.18
LESS DISTRIBUTIONS
Distributions from net
investment income...... (0.18) (0.14) -- -- (0.08) (0.09) -- --
Distributions from
capital gains.......... (3.67) (1.28) (0.79) -- (3.67) (1.28) (0.79) --
------- ------- ------- ------- ------- ------- ------- ------
Total distributions.... (3.85) (1.42) (0.79) -- (3.75) (1.37) (0.79) --
------- ------- ------- ------- ------- ------- ------- ------
Net asset value, end of
period................. $ 17.44 $ 17.37 $ 15.94 $ 14.78 $ 17.24 $ 17.22 $ 15.84 $14.77
======= ======= ======= ======= ======= ======= ======= ======
Total return........... 27.24% 19.23% 14.22% 4.82%(E) 26.29% 18.59% 13.58% 4.75%(E)
Net assets, end of
period (000's)......... $36,334 $28,470 $22,026 $16,326 $36,191 $27,058 $19,874 $5,054
Ratio of operating
expenses to average net
assets (C)............. 1.34% 1.34% 1.34% 1.34%(A) 1.99% 1.99% 1.99% 1.99%(A)
Ratio of net investment
income (loss) to
average net assets..... 2.01% 0.98% 0.79% 0.13%(A) 1.36% 0.33% 0.13% (0.52%)(A)
Portfolio turnover
rate................... 36% 169% 54% 39% 36% 169% 54% 39%
Average commission rate
per share (D).......... $ 0.037 $ 0.053 N/A N/A $ 0.037 $ 0.053 N/A N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method for fiscal year 1995.
(A) Annualized
(B) After expense reimbursement by the adviser of $0.04, $0.04, $0.04 and
$0.06 per share for the Equity-Income Fund--Class A and $0.04, $0.04,
$0.05 and $0.03 per share for the Equity-Income Fund--Class B, for the
years ended October 31, 1997, 1996 and 1995 and the period April 1, 1994
to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
1.55%, 1.55%, 1.62% and 1.79% for the Equity-Income Fund--Class A and
2.21%, 2.20%, 2.32% and 2.82% for the Equity-Income Fund--Class B, for the
years ended October 31, 1997, 1996 and 1995 the period April 1, 1994 to
October 31, 1994 on an annualized basis, respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
(E) Historical total returns for Classes A and B shares are one year
performance returns which include Class C performance prior to April 1,
1994.
17
<PAGE>
FINANCIAL HIGHLIGHTS
EQUITY-INCOME FUND--CLASS C (FORMERLY, THE VALUE EQUITY FUND--CLASS C,
FORMERLY, THE GROWTH FUND--CLASS C,)
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, 08/28/89*
------------------------------------------------------------------------ TO
1997 1996 1995** 1994 1993 1992 1991 1990 10/31/89
------- ------- ------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 17.27 $ 15.84 $ 14.77 $ 14.21 $ 12.05 $ 10.70 $ 8.22 $ 11.19 $ 12.25
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(loss) (B)............. 0.23 0.06 0.02 (0.07) 0.01 (0.01) 0.02 0.05 0.01
Net realized and
unrealized gain (loss)
on investments......... 3.56 2.69 1.84 0.74 2.15 1.37 2.54 (2.39) (1.07)
------- ------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations............ 3.79 2.75 1.86 0.67 2.16 1.36 2.56 (2.34) (1.06)
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.06) (0.04) -- (0.03) -- -- (0.03) (0.05) --
Distributions from
capital gains.......... (3.67) (1.28) (0.79) (0.08) -- -- -- (0.58) --
Distributions from
capital................ -- -- -- -- -- (0.01) (0.05) -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions.... (3.73) (1.32) (0.79) (0.11) -- (0.01) (0.08) (0.63) --
------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 17.33 $ 17.27 $ 15.84 $ 14.77 $ 14.21 $ 12.05 $ 10.70 $ 8.22 $ 11.19
======= ======= ======= ======= ======= ======= ======= ======= =======
Total return........... 26.33% 18.53% 13.58% 4.75% 17.93% 12.75% 31.32% (22.16%) (8.65%)+
Net assets, end of
period (000's)......... $94,649 $83,855 $83,719 $71,219 $64,223 $24,291 $15,354 $19,370 $30,627
Ratio of operating
expenses to average net
assets (C)............. 1.99% 1.99% 1.99% 1.99% 1.99% 2.47% 2.97% 2.85% 2.57%(A)
Ratio of net investment
income (loss) to
average net assets..... 1.36% 0.33% 0.15% (0.49%) 0.27% (0.15%) 0.27% 0.43% 0.37%(A)
Portfolio turnover
rate................... 36% 169% 54% 39% 40% 91% 37% 58% 65%(A)
Average commission rate
per share (D).......... $ 0.037 $ 0.053 N/A N/A N/A N/A N/A N/A N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average shares
method for fiscal year 1995.
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.03, $0.03,
$0.04, $0.04, $0.02, $0.05 and $0.01 per share for the Equity-Income
Fund--Class C for the years ended October 31, 1997, 1996, 1995, 1994,
1993, 1992 and 1991, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 2.19%, 2.20%, 2.23%, 2.29%, 2.35%, 3.00% and 3.12% for the
Equity-Income Fund--Class C for the year ended October 31, 1997 and the
years ended October 31, 1996, 1995, 1994, 1993, 1992 and 1991,
respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
18
<PAGE>
FINANCIAL HIGHLIGHTS
BALANCED FUND (FORMERLY, THE ASSET ALLOCATION FUND)
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96** 10/31/95** 10/31/94 10/31/97** 10/31/96** 10/31/95** 10/31/94
CLASS A CLASS A CLASS A CLASS A CLASS B CLASS B CLASS B CLASS B
-------- ---------- ---------- --------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 12.33 $ 12.02 $ 11.13 $11.06 $ 12.26 $ 11.98 $11.12 $11.06
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.34 0.39 0.38 0.17 0.25 0.31 0.30 0.12
Net realized and
unrealized gain (loss)
on investments......... 1.52 1.07 1.35 (0.10) 1.53 1.07 1.36 (0.06)
------- ------- ------- ------ ------- ------- ------ ------
Total from investment
operations............ 1.86 1.46 1.73 0.07 1.78 1.38 1.66 0.06
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.45) (0.40) (0.32) -- (0.39) (0.35) (0.28) --
Distributions from
capital gains.......... (1.16) (0.75) (0.52) -- (1.16) (0.75) (0.52) --
------- ------- ------- ------ ------- ------- ------ ------
Total distributions.... (1.61) (1.15) (0.84) -- (1.55) (1.10) (0.80) --
------- ------- ------- ------ ------- ------- ------ ------
Net asset value, end of
period................. $ 12.58 $ 12.33 $ 12.02 $11.13 $ 12.49 $ 12.26 $11.98 $11.12
======= ======= ======= ====== ======= ======= ====== ======
Total return........... 17.01% 13.10% 16.95% 0.76%(E) 16.27% 12.35% 16.31% 0.67%(E)
Net assets, end of
period (000's)......... $12,294 $10,873 $10,033 $7,830 $17,140 $16,219 $9,875 $4,760
Ratio of operating
expenses to average net
assets (C)............. 1.34% 1.34% 1.34% 1.34%(A) 1.99% 1.99% 1.99% 1.99%(A)
Ratio of net investment
income to average net
assets................. 2.74% 3.32% 3.39% 2.72%(A) 2.09% 2.67% 2.69% 2.07%(A)
Portfolio turnover
rate................... 211% 253% 226% 246% 211% 253% 226% 246%
Average commission rate
per share (D).......... $ 0.062 $ 0.059 N/A N/A $ 0.062 $ 0.059 N/A N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average shares
method.
(A) Annualized
(B) After expense reimbursement by the adviser of $0.03, $0.02, $0.04 and
$0.03 for the Balanced Fund--Class A and $0.03, $0.02, $0.04 and $0.04 for
the Balanced Fund--Class B, for the years ended October 31, 1997, 1996 and
1995 and the period April 1, 1994 to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
1.59%, 1.55%, 1.69% and 1.86% for the Balanced Fund--Class A and 2.23%,
2.20%, 2.37% and 2.73% for the Balanced Fund--Class B, for the years ended
October 31, 1997, 1996 and 1995 and the period April 1, 1994 to October
31, 1994 on an annualized basis, respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
(E) Historical total returns for Classes A and B shares are one year
performance returns which include Class C performance prior to April 1,
1994.
19
<PAGE>
FINANCIAL HIGHLIGHTS
BALANCED FUND--CLASS C (FORMERLY, THE ASSET ALLOCATION FUND--CLASS C)
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 08/28/89*
---------------------------------------------------------------------- TO
1997** 1996** 1995** 1994 1993 1992 1991 1990 10/31/89
------- ------- ------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 12.35 $ 12.02 $ 11.12 $ 11.52 $ 10.20 $ 9.76 $ 8.12 $ 9.84 $ 10.17
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.25 0.32 0.31 0.22 0.21 0.20 0.27 0.32 0.05
Net realized and
unrealized gain (loss)
on investments......... 1.54 1.07 1.35 (0.15) 1.30 0.87 1.70 (1.66) (0.38)
------- ------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations............ 1.79 1.39 1.66 0.07 1.51 1.07 1.97 (1.34) (0.33)
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.36) (0.31) (0.24) (0.18) (0.09) (0.19) (0.33) (0.26) --
Distributions from
capital gains.......... (1.16) (0.75) (0.52) (0.29) (0.10) (0.44) -- -- --
Distributions from
capital................ -- -- -- -- -- -- -- (0.12) --
------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions.... (1.52) (1.06) (0.76) (0.47) (0.19) (0.63) (0.33) (0.38) --
------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 12.62 $ 12.35 $ 12.02 $ 11.12 $ 11.52 $ 10.20 $ 9.76 $ 8.12 $ 9.84
======= ======= ======= ======= ======= ======= ======= ======= =======
Total return........... 16.21% 12.41% 16.25% 0.67% 15.02% 11.25% 24.53% (13.97%) (3.24%)+
Net assets, end of
period (000's)......... $68,261 $72,821 $80,626 $86,902 $96,105 $48,160 $30,724 $34,713 $43,915
Ratio of operating
expenses to average net
assets (C)............. 1.99% 1.99% 1.99% 1.99% 1.99% 2.40% 2.88% 2.63% 2.13%(A)
Ratio of net investment
income to average net
assets................. 2.09% 2.67% 2.76% 1.93% 1.96% 1.93% 2.77% 3.34% 3.09%(A)
Portfolio turnover
rate................... 211% 253% 226% 246% 196% 171% 84% 73% 84%(A)
Average commission rate
per share (D).......... $ 0.062 $ 0.059 N/A N/A N/A N/A N/A N/A N/A
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.03, $0.01,
$0.03, $0.04, $0.03 and $0.04 for the Balanced Fund--Class C for the years
ended October 31, 1997, 1996, 1995, 1994, 1993 and 1992, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 2.20%, 2.20%, 2.24%, 2.22%, 2.28% and 2.89% for the Balanced
Fund--Class C for the years ended October 31, 1997, 1996, 1995, 1994, 1993
and 1992, respectively.
(D) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share of all security
trades on which commissions are charged.
20
<PAGE>
FINANCIAL HIGHLIGHTS
STRATEGIC INCOME FUND--CLASS A
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 11/01/93*
------------------------- TO
1997 1996 1995 10/31/94
------- ------- ------- ---------
<S> <C> <C> <C> <C>
Net asset value, beginning of period..... $ 9.80 $ 9.07 $ 8.90 $ 10.00
Income (loss) from investment operations
Net investment income (A)................ 0.70 0.80 0.78 0.65
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions............................ 0.28 0.72 0.18 (1.10)
------- ------- ------- -------
Total from investment operations....... 0.98 1.52 0.96 (0.45)
Less distributions
Dividends from net investment income..... (0.84) (0.79) (0.79) (0.65)
Distributions from capital gains......... (0.18) -- -- --
------- ------- ------- -------
Total distributions.................... (1.02) (0.79) (0.79) (0.65)
------- ------- ------- -------
Net asset value, end of period........... $ 9.76 $ 9.80 $ 9.07 $ 8.90
======= ======= ======= =======
Total return........................... 10.57% 17.35% 11.43% (3.79%)
Net assets, end of period (000's)........ $15,924 $13,382 $10,041 $15,507
Ratio of operating expenses to average
net assets (B).......................... 1.50% 1.50% 1.07% 0.41%
Ratio of net investment income to average
net assets.............................. 7.25% 8.28% 9.08% 8.26%
Portfolio turnover rate.................. 193% 68% 180% 136%
</TABLE>
- --------
* Commencement of operations
(A) After expense reimbursement and waiver by the adviser of $0.01, $0.01,
$0.05 and $0.04 per share for the Strategic Income Fund--Class A for the
years ended October 31, 1997, 1996, 1995 and 1994, respectively.
(B) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 1.61%, 1.65%, 1.69% and 0.96% for the Strategic Income Fund--
Class A for the years ended October 31, 1997, 1996, 1995 and 1994,
respectively.
21
<PAGE>
FINANCIAL HIGHLIGHTS
STRATEGIC INCOME FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 4/1/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96 10/31/95 10/31/94 10/31/97 10/31/96 10/31/95 10/31/94
CLASS B CLASS B CLASS B CLASS B CLASS C CLASS C CLASS C CLASS C
-------- -------- -------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 9.80 $ 9.07 $ 8.90 $ 9.31 $ 9.80 $ 9.07 $ 8.90 $ 9.31
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.64 0.73 0.73 0.38 0.64 0.73 0.73 0.38
Net realized and
unrealized gain (loss)
on investments and
foreign currency
transactions........... 0.28 0.73 0.17 (0.41) 0.28 0.73 0.17 (0.41)
------- ------- ------- ------ ------- ------- ------- ------
Total from investment
operations............ 0.92 1.46 0.90 (0.03) 0.92 1.46 0.90 (0.03)
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.78) (0.73) (0.73) (0.38) (0.78) (0.73) (0.73) (0.38)
Distributions from
capital gains.......... (0.18) -- -- -- (0.18) -- -- --
------- ------- ------- ------ ------- ------- ------- ------
Total distributions.... (0.96) (0.73) (0.73) (0.38) (0.96) (0.73) (0.73) (0.38)
------- ------- ------- ------ ------- ------- ------- ------
Net asset value, end of
period................. $ 9.76 $ 9.80 $ 9.07 $ 8.90 $ 9.76 $ 9.80 $ 9.07 $ 8.90
======= ======= ======= ====== ======= ======= ======= ======
Total return........... 9.86% 16.59% 10.72% (4.18%)(D) 9.86% 16.59% 10.72% (4.20%)(D)
Net assets, end of
period (000's)......... $34,590 $30,890 $20,672 $5,440 $32,683 $22,783 $14,273 $8,439
Ratio of operating
expenses to average net
assets (C)............. 2.15% 2.15% 1.95% 1.00%(A) 2.15% 2.15% 1.95% 1.00%(A)
Ratio of net investment
income to average net
assets................. 6.60% 7.63% 8.10% 8.59%(A) 6.60% 7.63% 8.25% 8.59%(A)
Portfolio turnover
rate................... 193% 68% 180% 136% 193% 68% 180% 136%
</TABLE>
- --------
* Commencement of operations
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.01, $0.01,
$0.04 and $0.05 for the Strategic Income Fund--Class B and $0.01, $0.01,
$0.05 and $0.04 for the Strategic Income Fund--Class C, for the years
ended October 31, 1997, 1996 and 1995 and the period April 1, 1994 to
October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 2.23%, 2.27%, 2.38% and 2.04% for the Strategic Income Fund--
Class B and 2.24%, 2.28%, 2.37% and 1.96% for the Strategic Income Fund--
Class C, for the years ended October 31, 1997, 1996 and 1995 and the
period April 1, 1994 to October 31, 1994 on an annualized basis,
respectively.
(D) Historical total returns for Classes B and C shares are one year
performance returns which include Class A performance prior to April 1,
1994.
22
<PAGE>
FINANCIAL HIGHLIGHTS
INVESTMENT QUALITY BOND FUND--CLASS A
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 05/01/91*
-------------------------------------------------- TO
1997 1996 1995 1994 1993 1992 10/31/91
------ ------ ------- ------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $10.34 $10.56 $ 9.74 $ 11.16 $ 10.56 $10.26 $10.00
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.67 0.66 0.68 0.60 0.66 0.82 0.40
Net realized and
unrealized gain (loss)
on investments.......... 0.18 (0.20) 0.82 (1.37) 0.64 0.27 0.30
------ ------ ------- ------- ------- ------ ------
Total from investment
operations........... 0.85 0.46 1.50 (0.77) 1.30 1.09 0.70
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.67) (0.68) (0.68) (0.56) (0.64) (0.79) (0.40)
Distributions from capi-
tal gains.............. -- -- -- (0.09) (0.06) -- --
Distributions from capi-
tal.................... -- -- -- -- -- -- (0.04)
------ ------ ------- ------- ------- ------ ------
Total distributions... (0.67) (0.68) (0.68) (0.65) (0.70) (0.79) (0.44)
------ ------ ------- ------- ------- ------ ------
Net asset value, end of
period................. $10.52 $10.34 $ 10.56 $ 9.74 $ 11.16 $10.56 $10.26
Total return.......... 8.57% 4.52% 15.91% (7.08)% 12.66% 11.00% 7.21%+
Net assets, end of pe-
riod (000's)........... $7,110 $9,056 $10,345 $11,150 $14,674 $6,773 $2,713
Ratio of operating
expenses to average net
assets (C)............. 1.25% 1.25% 1.25% 1.25% 0.98% 0.00% 0.00%(A)
Ratio of net investment
income to average net
assets................. 6.54% 6.37% 6.72% 5.86% 5.82% 7.76% 7.08%(A)
Portfolio turnover
rate................... 65% 56% 132% 186% 41% 44% 39%(A)
</TABLE>
- --------
* Commencement of operations
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.04, $0.03,
$0.05, $0.06, $0.07, $0.27 and $0.19 per share for the Investment Quality
Bond Fund--Class A for the years ended October 31, 1997, 1996, 1995, 1994,
1993 and 1992 and the period May 1, 1991 (commencement of operations) to
October 31, 1991, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 1.62%, 1.55%, 1.73%, 1.74%, 1.57%, 2.56% and 3.37% for the
Investment Quality Bond Fund--Class A for the years ended October 31,
1997, 1996, 1995, 1994, 1993 and 1992 and the period May 1, 1991
(commencement of operations) to October 31, 1991 on an annualized basis,
respectively.
23
<PAGE>
FINANCIAL HIGHLIGHTS
INVESTMENT QUALITY BOND FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96 10/31/95 10/31/94 10/31/97 10/31/96 10/31/95 10/31/94
CLASS B CLASS B CLASS B CLASS B CLASS C CLASS C CLASS C CLASS C
-------- -------- -------- --------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $10.33 $10.55 $ 9.74 $10.21 $10.33 $10.55 $ 9.74 $10.21
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.60 0.60 0.61 0.33 0.60 0.60 0.61 0.33
Net realized and
unrealized gain (loss)
on investments......... 0.20 (0.20) 0.82 (0.51) 0.20 (0.20) 0.82 (0.51)
------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations............ 0.80 0.40 1.43 (0.18) 0.80 0.40 1.43 (0.18)
LESS DISTRIBUTIONS
Dividends from net in-
vestment income........ (0.61) (0.62) (0.62) (0.29) (0.61) (0.62) (0.62) (0.29)
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period................. $10.52 $10.33 $10.55 $ 9.74 $10.52 $10.33 $10.55 $ 9.74
====== ====== ====== ====== ====== ====== ====== ======
Total return........... 8.05% 3.92% 15.12% (7.34%)(D) 8.05% 3.92% 15.12% (7.34%)(D)
Net assets, end of pe-
riod (000's)........... $4,613 $4,678 $3,472 $ 489 $6,109 $7,543 $7,206 $2,406
Ratio of operating ex-
penses to average net
assets (C)............. 1.90% 1.90% 1.90% 1.90%(A) 1.90% 1.90% 1.90% 1.90%(A)
Ratio of net investment
income to average net
assets................. 5.89% 5.72% 5.95% 5.70%(A) 5.89% 5.72% 6.00% 5.70%(A)
Portfolio turnover
rate................... 65% 56% 132% 186% 65% 56% 132% 186%
</TABLE>
- --------
* Commencement of operations
(A) Annualized
(B) After expense reimbursement by the adviser of $0.04, $0.03, $0.08 and
$0.19 per share for the Investment Quality Bond Fund--Class B and $0.04,
$0.03, $0.06 and $0.07 per share for the Investment Quality Bond Fund--
Class C, for the years ended October 31, 1997, 1996 and 1995 and the
period April 1, 1994 to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
2.33%, 2.27%, 2.69%, 4.88% and for the Investment Quality Bond Fund--Class
B and 2.29%, 2.22%, 2.50% and 3.05% for the Investment Quality Bond Fund--
Class C, for the years ended October 31, 1997, 1996 and 1995 and the
period April 1, 1994 to October 31, 1994 on an annualized basis,
respectively.
(D) Historical total returns for Classes B and C shares are one year
performance returns which include Class A performance prior to April 1,
1994.
24
<PAGE>
FINANCIAL HIGHLIGHTS
NATIONAL MUNICIPAL BOND FUND--CLASS A
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 07/06/93*
------------------------------ TO
1997 1996 1995 1994 10/31/93
------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period.......................... $ 9.73 $ 9.62 $ 8.82 $10.25 $10.00
INCOME (LOSS) FROM INVESTMENT
OPERATIONS
Net investment income (B)........ 0.48 0.48 0.51 0.51 0.17
Net realized and unrealized gain
(loss) on investments........... 0.36 0.11 0.80 (1.43) 0.24
------ ------ ------ ------ ------
Total from investment
operations.................... 0.84 0.59 1.31 (0.92) 0.41
LESS DISTRIBUTIONS
Dividends from net investment
income.......................... (0.48) (0.48) (0.51) (0.51) (0.16)
------ ------ ------ ------ ------
Net asset value, end of period... $10.09 $ 9.73 $ 9.62 $ 8.82 $10.25
====== ====== ====== ====== ======
Total return................... 8.85% 6.31% 15.26% (9.24%) 4.17%+
Net assets, end of period
(000's)......................... $6,347 $7,710 $7,618 $7,663 $9,131
Ratio of operating expenses to
average net
assets (C)...................... 0.99% 0.99% 0.80% 0.57% 0.23%(A)
Ratio of net investment income to
average net assets.............. 4.87% 4.99% 5.55% 5.28% 4.86%(A)
Portfolio turnover rate.......... 29% 49% 44% 6% 150%(A)
</TABLE>
- --------
* Commencement of operations
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.02, $0.03,
$0.05, $0.07 and $0.03 per share for the National Municipal Bond Fund--
Class A for the years ended October 31, 1997, 1996, 1995 and 1994 and the
period July 6, 1993 (commencement of operations) to October 31, 1993,
respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 1.23%, 1.25%, 1.34%, 1.26% and 1.10% for the National
Municipal Bond Fund--Class A for the years ended October 31, 1997, 1996,
1995 and 1994 and the period July 6, 1993 (commencement of operations) to
October 31, 1993 on an annualized basis, respectively.
25
<PAGE>
FINANCIAL HIGHLIGHTS
NATIONAL MUNICIPAL BOND FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96 10/31/95 10/31/94 10/31/97 10/31/96 10/31/95 10/31/94
CLASS B CLASS B CLASS B CLASS B CLASS C CLASS C CLASS C CLASS C
-------- -------- -------- --------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 9.73 $ 9.62 $ 8.81 $ 9.30 $ 9.73 $ 9.62 $ 8.81 $ 9.30
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.40 0.40 0.43 0.25 0.40 0.40 0.43 0.25
Net realized and
unrealized gain (loss)
on investments......... 0.36 0.11 0.81 (0.49) 0.36 0.11 0.81 (0.49)
------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations............ 0.76 0.51 1.24 (0.24) 0.76 0.51 1.24 (0.24)
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.40) (0.40) (0.43) (0.25) (0.40) (0.40) (0.43) (0.25)
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period................. $10.09 $ 9.73 $ 9.62 $ 8.81 $10.09 $ 9.73 $ 9.62 $ 8.81
====== ====== ====== ====== ====== ====== ====== ======
Total return........... 7.94% 5.41% 14.42% (9.71%)(D) 7.94% 5.41% 14.42% (9.71%)(D)
Net assets, end of
period (000's)......... $6,532 $6,130 $5,876 $2,036 $5,305 $5,693 $6,834 $1,911
Ratio of operating
expenses to average net
assets (C)............. 1.84% 1.84% 1.70% 1.24%(A) 1.84% 1.84% 1.70% 1.24%(A)
Ratio of net investment
income to average net
assets................. 4.02% 4.14% 4.59% 4.62%(A) 4.02% 4.14% 4.53% 4.62%(A)
Portfolio turnover
rate................... 29% 49% 44% 6% 29% 49% 44% 6%
</TABLE>
- --------
* Commencement of operations
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.03, $0.03,
$0.07 and $0.09 per share for the National Municipal Bond Fund--Class B
and $0.03, $0.04, $0.09 and $0.09 per share for the National Municipal
Bond Fund--Class C, for the years ended October 31, 1997, 1996 and 1995
and the period April 1, 1994 to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 2.15%, 2.11%, 2.41% and 2.81% for the National Municipal Bond
Fund--Class B and 2.15%, 2.25%, 2.63% and 2.78% for the National Municipal
Bond Fund--Class C, for the years ended October 31, 1997, 1996 and 1995
and the period April 1, 1994 to October 31, 1994 on an annualized basis,
respectively.
(D) Historical total returns for Classes B and C shares are one year
performance returns which include Class A performance prior to April 1,
1994.
26
<PAGE>
FINANCIAL HIGHLIGHTS
U.S. GOVERNMENT SECURITIES FUND--CLASS A
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31 8/28/89*
-------------------------------------------------------------------------- TO
1997 1996** 1995 1994 1993 1992 1991 19900 10/31/89
------- ------- ------- -------- -------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 9.80 $ 9.98 $ 9.45 $ 10.35 $ 10.04 $ 9.89 $ 9.47 $ 9.74 $ 9.73
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.59 0.56 0.63 0.53 0.51 0.74 0.84 0.75 0.15
Net realized and
unrealized gain (loss)
on investments......... 0.13 (0.12) 0.57 (0.74) 0.34 0.13 0.42 (0.20) 0.01
------- ------- ------- -------- -------- -------- ------- ------- -------
Total from investment
operations............ 0.72 0.44 1.20 (0.21) 0.85 0.87 1.26 0.55 0.16
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.58) (0.56) (0.67) (0.50) (0.50) (0.72) (0.84) (0.75) (0.15)
Dividends in excess of
net investment income.. -- (0.06) -- -- -- -- -- -- --
Distributions from
capital gains.......... -- -- -- (0.19) (0.04) -- -- -- --
Distributions from
capital................ -- -- -- -- -- -- -- (0.07) --
------- ------- ------- -------- -------- -------- ------- ------- -------
Total distributions.... (0.58) (0.62) (0.67) (0.69) (0.54) (0.72) (0.84) (0.82) (0.15)
------- ------- ------- -------- -------- -------- ------- ------- -------
Net asset value, end of
period................. $ 9.94 $ 9.80 $ 9.98 $ 9.45 $ 10.35 $ 10.04 $ 9.89 $ 9.47 $ 9.74
======= ======= ======= ======== ======== ======== ======= ======= =======
Total return........... 7.56% 4.64% 13.15% (2.13%) 8.64% 9.15% 13.86% 5.90% 1.66%+
Net assets, end of
period (000's)......... $53,235 $72,774 $81,179 $100,622 $163,296 $118,543 $45,662 $43,299 $56,069
Ratio of operating
expenses to average net
assets (C)............. 1.25% 1.25% 1.25% 1.25% 1.07% 0.24% 0.68% 2.28% 2.18%(A)
Ratio of net investment
income to average net
assets................. 6.20% 5.71% 6.54% 5.39% 4.97% 7.21% 8.65% 7.89% 8.54%(A)
Portfolio turnover
rate................... 364% 477% 469% 279% 208% 108% 195% 71% 93%(A)
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.02, $0.02,
$0.02, $0.02, $0.04, $0.19, $0.18 and $0.03 per share for the U.S.
Government Securities Fund--Class A for the years ended October 31, 1997,
1996, 1995, 1994, 1993, 1992, 1991 and 1990, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 1.42%, 1.41%, 1.45%, 1.47%, 1.42%, 2.13%, 2.61% and 2.57% for
the years ended October 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991 and
1990, respectively.
27
<PAGE>
FINANCIAL HIGHLIGHTS
U.S. GOVERNMENT SECURITIES FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96** 10/31/95 10/31/94 10/31/97** 10/31/96 10/31/95 10/31/94
CLASS B CLASS B CLASS B CLASS B CLASS C CLASS C CLASS C CLASS C
-------- ---------- -------- --------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 9.80 $ 9.98 $ 9.45 $ 9.77 $ 9.80 $ 9.98 $ 9.45 $ 9.77
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income
(B).................... 0.54 0.50 0.56 0.29 0.54 0.50 0.56 0.26
Net realized and
unrealized gain (loss)
on investments......... 0.11 (0.12) 0.58 (0.35) 0.11 (0.12) 0.58 (0.32)
------- ------- ------- ------ ------- ------- ------- -------
Total from investment
operations............ 0.65 0.38 1.14 (0.06) 0.65 0.38 1.14 (0.06)
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.51) (0.50) (0.61) (0.26) (0.51) (0.50) (0.61) (0.26)
Dividends in excess of
net investment income.. -- (0.06) -- -- -- (0.06) -- --
------- ------- ------- ------ ------- ------- ------- -------
Total distributions.... (0.51) (0.56) (0.61) (0.26) (0.51) (0.56) (0.61) (0.26)
------- ------- ------- ------ ------- ------- ------- -------
Net asset value, end of
period................. $ 9.94 $ 9.80 $ 9.98 $ 9.45 $ 9.94 $ 9.80 $ 9.98 $ 9.45
======= ======= ======= ====== ======= ======= ======= =======
Total return........... 6.84% 3.97% 12.45% (2.44%)(D) 6.84% 3.97% 12.45% (2.44%)(A)
Net assets, end of
period (000's)......... $16,659 $19,444 $13,993 $2,746 $14,716 $20,009 $20,186 $10,766
Ratio of operating
expenses to average net
assets (C)............. 1.90% 1.90% 1.90% 1.90%(A) 1.90% 1.90% 1.90% 1.90%(A)
Ratio of net investment
income to average net
assets................. 5.55% 5.06% 5.53% 5.06%(A) 5.55% 5.06% 5.74% 5.06%(A)
Portfolio turnover
rate................... 364% 477% 469% 279% 364% 477% 469% 279%
</TABLE>
- --------
* Commencement of operations
** Net investment income per share has been calculated using the average
shares method.
(A) Annualized
(B) After expense reimbursement by the adviser of $0.02, $0.02, $0.04 and
$0.08 per share for the U.S. Government Securities Fund--Class B and
$0.02, $0.02, $0.03 and $0.03 per share for the U.S. Government Securities
Fund--Class C, for the years ended October 31, 1997, 1996 and 1995 and the
period April 1, 1994 to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
2.09%, 2.06%, 2.28% and 3.40% for the U.S. Government Securities Fund--
Class B and 2.09%, 2.06%, 2.15% and 2.44% for the U.S. Government
Securities Fund--Class C, for the years ended October 31, 1997, 1996 and
1995 and the period April 1, 1994 to October 31, 1994 on an annualized
basis, respectively.
(D) Historical total returns for Classes B and C shares are one year
performance returns which include Class A performance prior to April 1,
1994.
28
<PAGE>
FINANCIAL HIGHLIGHTS
MONEY MARKET FUND--CLASS A
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 08/28/89*
----------------------------------------------------------------- TO
1997 1996 1995 1994 1993 1992 1991 1990 10/31/89
------- ------ ------- ------ ------- ------ ------ ------ ---------
<S> <C> <C> <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 $ 1.00 $ 1.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(B).................... 0.05 0.05 0.05 0.03 0.03 0.04 0.06 0.06 0.01
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.05) (0.05) (0.05) (0.03) (0.03) (0.04) (0.06) (0.06) (0.01)
------- ------ ------- ------ ------- ------ ------ ------ ------
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ====== ======= ====== ======= ====== ====== ====== ======
Total return........... 5.13% 5.16% 5.60% 3.48% 2.80% 3.69% 6.22% 5.76% 0.53%+
Net assets, end of
period (000's)......... $11,057 $8,087 $11,379 $8,499 $18,109 $2,244 $3,421 $4,526 $7,781
Ratio of operating
expenses to average net
assets (C)............. 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 1.00% 2.45% 1.96%(A)
Ratio of net investment
income to average net
assets................. 5.02% 5.02% 5.45% 3.40% 2.75% 3.77% 6.01% 5.52% 6.59%(A)
</TABLE>
- --------
* Commencement of operations
+ Non-annualized
(A) Annualized
(B) After expense reimbursement and waiver by the adviser of $0.005, $0.004,
$0.004, $0.0044, $0.0084, $0.0211, $0.0270 and $0.0002 per share for the
Money Market Fund--Class A for the years ended October 31, 1997, 1996,
1995, 1994, 1993, 1992, 1991 and 1990, respectively.
(C) The ratio of operating expenses, before reimbursement and waiver by the
adviser, was 0.96%, 0.95%, 0.96%, 0.95%, 1.32%, 2.71%, 2.68% and 2.47% for
the Money Market Fund--Class A for the years ended October 31, 1997, 1996,
1995, 1994, 1993, 1992, 1991 and 1990, respectively.
29
<PAGE>
FINANCIAL HIGHLIGHTS
MONEY MARKET FUND
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR YEAR YEAR 04/01/94* YEAR YEAR YEAR 04/01/94*
ENDED ENDED ENDED TO ENDED ENDED ENDED TO
10/31/97 10/31/96 10/31/95 10/31/94 10/31/97 10/31/96 10/31/95 10/31/94
CLASS B CLASS B CLASS B CLASS B CLASS C CLASS C CLASS C CLASS C
-------- -------- -------- --------- -------- -------- -------- ---------
<S> <C> <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 $ 1.00
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(B).................... 0.05 0.05 0.05 0.02 0.05 0.05 0.05 0.02
LESS DISTRIBUTIONS
Dividends from net
investment income...... (0.05) (0.05) (0.05) (0.02) (0.05) (0.05) (0.05) (0.02)
------ ------ ------ ------ ------ ------ ------ -------
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== ====== ====== =======
Total return........... 5.13% 5.16% 5.60% 3.48%(D) 5.13% 5.16% 5.60% 3.48%(D)
Net assets, end of
period (000's)......... $3,332 $3,062 $1,564 $ 312 $7,539 $9,840 $9,394 $12,170
Ratio of operating
expenses to average net
assets (C)............. 0.50% 0.50% 0.50% 0.50%(A) 0.50% 0.50% 0.50% 0.50%(A)
Ratio of net investment
income to average net
assets................. 5.02% 5.02% 5.52% 3.96%(A) 5.01% 5.02% 5.46% 3.96%(A)
</TABLE>
- --------
* Commencement of operations
(A) Annualized
(B) After expense reimbursement by the adviser of $0.005, $0.007, $0.009 and
$0.0228 per share for the Money Market Fund--Class B and $0.005, $0.005,
$0.005 and $0.0037 per share for the Money Market Fund--Class C, for the
years ended October 31, 1997, 1996 and 1995 and the period April 1, 1994
to October 31, 1994, respectively.
(C) The ratio of operating expenses, before reimbursement by the adviser, was
1.05%, 1.18%, 1.41% and 4.83% for the Money Market Fund--Class B and
1.00%, 0.98%, 0.95% and 1.18% for the Money Market Fund--Class C, for the
years ended October 31, 1997, 1996 and 1995 and the period April 1, 1994
to October 31, 1994 on an annualized basis, respectively.
(D) Historical total returns for Classes B and C shares are one year
performance returns which include Class A performance prior to April 1,
1994.
30
<PAGE>
MULTIPLE PRICING SYSTEM
The Fund's Multiple Pricing System permits an investor to choose the method
of purchasing shares that is most beneficial given the amount of the purchase
and the length of time the investor expects to hold the shares.
CLASS A SHARES. Purchases of Class A shares of less than $1 million are
offered for sale at net asset value per share plus a front end sales charge of
up to 4.75% payable at the time of purchase (with the exception of Class A
shares of the Money Market Fund, which are offered without such a charge).
Purchases of Class A shares of $1 million or more are offered for sale at net
asset value without a front end sales charge but are subject to a contingent
deferred sales charge ("CDSC") of 1% of the dollar amount subject thereto
during the first year after purchase. See "MULTIPLE PRICING SYSTEM--Contingent
Deferred Sales Charge." In addition, Class A shares are subject to a
distribution fee of up to .10% of their respective average annual net assets
and a service fee of up to .25% of their respective average annual net assets
(with the exception of Class A shares of the Money Market Fund, which bear no
such fees, and Class A shares of the National Municipal Bond Fund, which are
subject to a service fee of up to .15% of Class A average annual net assets
and are not subject to any distribution fee). Certain purchases of Class A
shares qualify for reduced front end sales charges. See "PURCHASE OF SHARES--
Class A Shares--Reduced Sales Charges" and "--Distribution Expenses."
CLASS B SHARES. Class B shares are offered for sale for purchases of
$250,000 or less. Class B shares are offered for sale at net asset value
without a front end sales charge, but are subject to a CDSC of 5% of the
dollar amount subject thereto during the first and second year after purchase,
and declining by 1% each year thereafter to 0% after the sixth year. See
"MULTIPLE PRICING SYSTEM--Contingent Deferred Sales Charge." In addition,
Class B shares are subject to a distribution fee of up to .75% of their
respective average annual net assets and a service fee of up to .25% of their
respective average annual net assets (with the exception of Class B shares of
the Money Market Fund, which bear no such fees). The Class B shares enjoy the
benefit of permitting all of the investor's dollars to work from the time the
investment is made. The higher ongoing distribution and service fees paid by
Class B shares will cause such shares to have a higher expense ratio and to
pay lower dividends than Class A shares. See "PURCHASE OF SHARES--Class B
Shares" and "--Distribution Expenses." Class B shares purchased on or after
October 1, 1997 will automatically convert to Class A shares eight years after
the end of the calendar month in which the shareholder's order to purchase was
accepted. See "Conversion Feature" below.
CLASS C SHARES. Class C shares are offered for purchases of less than $1
million, at net asset value without a front end sales charge. Class C shares
are subject to a CDSC of 1% of the dollar amount subject thereto during the
first year after purchase. See "MULTIPLE CLASS PRICING SYSTEM--Contingent
Deferred Sales Charge." Class C shares are subject to a distribution fee of up
to .75% of their respective average annual net assets and a service fee of up
to .25% of their respective average annual net assets (with the exception of
Class C shares of the Money Market Fund, which bear no such fees). Class C
shares, like Class B shares, enjoy the benefit of permitting all of the
investor's dollars to work from the time the investment is made. The higher
ongoing distribution and service fees paid by Class C shares will cause such
shares to have a higher expense ratio and to pay lower dividends than Class A
shares. See "PURCHASE OF SHARES--Class C Shares" and "--Distribution
Expenses." Class C shares will automatically convert to Class A shares ten
years after the end of the calendar month in which the shareholder's order to
purchase was accepted. See "Conversion Feature," below.
CONTINGENT DEFERRED SALES CHARGE. Purchases of $1 million or more of Class
A shares are subject to a CDSC of 1% if redeemed within one year of purchase;
purchases of Class B shares are subject to a CDSC of 5% during the first and
second year after purchase declining by 1% each year thereafter to 0% after the
sixth year; and Class C shares are subject to a CDSC of 1% if redeemed within
one year of purchase. The applicable percentage is assessed on an amount equal
to the lesser of the original purchase price or the redemption price of the
shares redeemed. The CDSC is not applicable with respect to redemption of
shares of the Money Market Fund which were initially purchased as such and
which were never exchanged for shares of the same class of another Portfolio.
However, in the case of shares of the Money Market Fund which were obtained
through an exchange, such shares are subject to any applicable CDSC due at
redemption. Similarly, shares initially purchased as shares of the Money Market
Fund which are subsequently exchanged for shares of the same class
31
<PAGE>
of other Portfolios will be subject to any applicable CDSC due at redemption.
See "SHAREHOLDER SERVICES--Exchange Privilege."
CONVERSION FEATURE. Class B shares (purchased on or after October 1, 1997)
and Class C shares will automatically convert to Class A shares eight years
and ten years, respectively, after the end of the calendar month in which the
shareholder's order to purchase was accepted and will thereafter no longer be
subject to the higher distribution and service fees. Such conversion will be
on the basis of the relative net asset values per share, without the
imposition of any sales charge, fee or other charge. (For Class B shares
purchased prior to October 1, 1997 such conversion will take place six years
after purchase.) The purpose of the conversion feature is to relieve the
holders of Class B shares and Class C shares from most of the burden of
distribution-related expenses at such time as when the shares have been
outstanding for a duration sufficient for the Distributor to have been
substantially compensated for distribution-related expenses incurred in
connection with Class B shares or Class C shares, as the case may be.
Accordingly, Class B and Class C shares of the Money Market Fund do not
convert to Class A shares of the Money Market Fund at any time, as shares of
all classes of the Money Market Fund do not bear any distribution or service
fees. In addition, because Class B and Class C shares of the Money Market Fund
are not subject to any distribution or service fees, the applicable conversion
period is tolled for any period of time in which Class B or Class C shares are
held in that Portfolio. For example, if Class B shares of a Portfolio other
than the Money Market Fund are exchanged for Class B shares of the Money
Market Fund two years after purchase and are subsequently exchanged one year
later for Class B shares of a Portfolio other than the Money Market Fund, the
one year of ownership in the Money Market Fund does not count in the
determination of the time of conversion to Class A shares.
For purposes of the conversion of Class B and Class C shares to Class A
shares, shares purchased through the reinvestment of dividends and
distributions paid on Class B shares or Class C shares, as the case may be, in
a shareholder's Fund account will be considered to be held in a separate sub-
account. Each time any Class B shares or Class C shares in the shareholder's
Fund account (other than those in the sub-account) convert to Class A shares,
a pro rata portion of the Class B shares or Class C shares, as the case may
be, in the sub-account will also convert to Class A shares.
The conversion of Class B shares to Class A shares and the conversion of
Class C shares to Class A shares are both subject to the continuing
availability of a ruling of the Internal Revenue Service that payment of
different dividends on Class A shares and Class B shares, and on Class A
shares and Class C shares, does not result in the Portfolios' dividends or
distributions constituting "preferential dividends" under the Internal Revenue
Code of 1986, as amended (the "Code"), and the continuing availability of an
opinion of counsel to the effect that the conversion of shares does not
constitute a taxable event under Federal income tax law. The conversion of
Class B shares and Class C shares may be suspended if such an opinion is no
longer available. In that event, no further conversions of Class B shares or
Class C shares would occur, and those shares might continue to be subject to
higher distribution and service fees for an indefinite period which may extend
beyond the period ending eight years or ten years, respectively, after the end
of the calendar month in which the shareholder's order to purchase was
accepted.
FACTORS FOR CONSIDERATION. The Fund's Multiple Pricing System is designed
to provide investors with the option of choosing the class of shares which is
best suited to their individual circumstances and objectives. The different
sales charges, distribution and service fees and conversion features applicable
to each class, as outlined above, should all be taken into consideration by
investors in making the determination of which alternative is best suited for
them. To assist investors in evaluating the costs and benefits of purchasing
shares of each class, the information provided above under the caption "Fee
Table and Example" sets forth the charges applicable to each class of shares
and illustrates an example of a hypothetical investment in each class of shares
of each Portfolio.
There are several key distinctions among the classes of shares that
investors should understand and evaluate in comparing the options presented by
the Multiple Pricing System. Class A shares are subject to lower distribution
and service fees than are Class B and Class C shares, and, accordingly, pay
correspondingly higher
32
<PAGE>
dividends per share. However, because a front end sales charge is deducted at
the time of purchase for purchases of less than $1 million of Class A shares,
investors purchasing Class A shares do not have all of their funds invested
initially and, therefore, initially own fewer shares than they would own if
they had invested the identical sum in Class B shares or Class C shares
instead. In addition, Class C shares are subject to the same ongoing
distribution and service fees as Class B shares but are subject to a CDSC for
a shorter period of time (one year as opposed to six years) than Class B
shares. However, Class B shares convert to Class A shares, and lower ongoing
distribution and service fees, in a shorter time frame than do Class C shares.
In light of these distinctions among the classes of shares, investors
should weigh such factors as (i) whether they qualify for a reduced front end
sales load for a purchase of Class A shares; (ii) whether, at the time of
purchase, they anticipate being subject to a CDSC upon redemption if they
purchase Class A shares (purchases of $1 million or more), Class B shares or
Class C shares; (iii) the differential in the relative amounts that would be
paid during the anticipated life of investments (which are made at the same
time and in the same amount) in each class which are attributable to (a) the
front end sales charge (for purchases of less than $1 million) and any
applicable CDSC (for purchases of $1 million or more) and accumulated
distribution and service fees payable with respect to Class A shares and (b)
the accumulated distribution and service fees (and any applicable CDSC) payable
with respect to Class B shares or Class C shares prior to their conversion to
Class A shares; and (iv) to what extent the differential referred to above
might be offset by the higher yield of Class A shares. Investors should also
weigh these considerations against the fact that the higher continued
distribution and service fees associated with Class B shares and Class C shares
will be offset to the extent any return is realized on the additional funds
initially invested and that there can be no assurance as to the return, if any,
which will be realized on such additional funds. Class A shares are, in
general, the most beneficial for the investor who qualifies for reduced front
end sales charges, as described herein under "PURCHASE OF SHARES--Class A
Shares." For this reason, Class B shares are not offered for purchases in
excess of $250,000 and Class C shares are not offered for purchases of $1
million or more. Investors should consult their investment representative for
assistance in evaluating the relative benefits of the different classes of
shares.
The distribution and shareholder service expenses incurred by the
Distributor in connection with the sale of shares will be paid, in the case of
Class A shares (purchases of less than $1 million), from the proceeds of front
end sales charges and ongoing distribution and service fees and in the case of
Class A shares (purchases of $1 million or more), Class B shares and Class C
shares, from the proceeds of CDSCs and ongoing distribution and service fees.
Sales personnel of broker-dealers distributing the Fund's shares and any other
persons entitled to receive compensation for selling or servicing the Fund's
shares may receive different compensation for selling or servicing one class
of shares over another. INVESTORS SHOULD UNDERSTAND THAT FRONT END SALES
CHARGES, CDSCS AND ONGOING DISTRIBUTION AND SERVICE FEES ARE ALL INTENDED TO
COMPENSATE THE DISTRIBUTOR FOR DISTRIBUTION SERVICES. See "PURCHASE OF
SHARES--Distribution Expenses."
Dividends paid by the Fund with respect to each class of shares will be
calculated in substantially the same manner at the same time on the same day,
except that distribution and service fees and any other costs specifically
attributable to a particular class of shares will be borne solely by the
applicable class. See "GENERAL INFORMATION--Dividends and Distributions."
Shares of the Fund may be exchanged for shares of the same class of any other
Portfolio, but not for shares of other classes of any Portfolio. See
"SHAREHOLDER SERVICES--Exchange Privilege."
INVESTMENT PORTFOLIOS
Each Portfolio has a stated investment objective which it pursues through
separate investment policies. The differences in objectives and policies among
the Portfolios can be expected to affect the return of each Portfolio and the
degree of market and financial risk to which each Portfolio is subject.
The investment objective of each Portfolio represents fundamental policies
of each such Portfolio and may not be changed without the approval of the
holders of a majority of the outstanding shares of the Portfolio.
33
<PAGE>
Except for certain investment restrictions, the policies by which a Portfolio
seeks to achieve its investment objectives may be changed by the Trustees of
the Fund without the approval of the shareholders.
The following is a description of the investment objective and policies of
each Portfolio. More complete descriptions of the money market instruments and
certain other investments in which each Portfolio may invest and of the
options, futures and currency transactions that certain Portfolios may engage
in are set forth in the Statement of Additional Information. With regard to
fixed income securities there is an inverse relationship between changes in
the direction of interest rates and the market value of the securities. A more
complete description of the debt security ratings used by the Fund assigned by
Moody's Investors Service, Inc. ("Moody's"), Standard and Poor's Ratings Group
("Standard & Poor's" or "S&P") or Fitch Investors Service, Inc. ("Fitch") is
included in Appendix I to this Prospectus.
TAX-SENSITIVE EQUITY FUND
The investment objective of the Tax-Sensitive Equity Fund is maximization
of after-tax total return with emphasis on long-term growth of capital,
primarily through investment in equity securities of companies that appear to
be undervalued.
The Tax-Sensitive Equity Fund is designed for investors in the upper
federal income tax brackets who seek the highest long-term after-tax total
return. Taxable dividends from any source, other than long-term capital gains,
distributed to individuals by mutual funds are currently taxed at federal
income tax rates of up to 39.6%, and the effective tax rate may be higher due
to limitations at higher income levels on allowable deductions and exemptions.
Long-term capital gains distributed to individuals by mutual funds are
currently taxed at federal income tax rates of up to 28%. Taxable dividends
from any source, including long-term capital gains, distributed to corporations
by mutual funds are currently taxed at federal income tax rates of up to 35%.
Additionally, state taxes on mutual fund distributions reduce after-tax
returns.
The Tax-Sensitive Equity Fund seeks to minimize, to the extent practicable,
taxable dividend income by emphasizing securities with low dividend yields and
minimizing investments in income producing obligations. The Tax-Sensitive
Equity Fund also intends to be substantially fully invested in equity
investments. Under normal circumstances at least 80% of the Tax-Sensitive
Equity Fund's total assets will be invested in equity and equity-related
securities, such as common stocks and preferred stocks. The Tax-Sensitive
Equity Fund may invest in equity securities of foreign issuers that are listed
on a U.S. securities exchange or traded in the U.S. over-the-counter market,
but will not invest more than 10% of its total assets in such securities that
are not so listed or traded. The Tax-Sensitive Equity Fund currently intends
to limit its investments in foreign securities to those that are denominated
or quoted in U.S. dollars. See "RISK FACTORS--Foreign Securities" in this
Prospectus.
When selling portfolio securities, the Tax-Sensitive Equity Fund will
generally select the highest cost shares of the specific security (and/or, if
gains will be realized, shares that will produce long-term capital gains) in
order to reduce, to the extent practicable, the realization of capital gains,
particularly short-term capital gains. Additionally, the Tax-Sensitive Equity
Fund may, in furtherance of its investment objective, sell portfolio
securities in order to realize capital losses. Realized capital losses can be
used to offset realized capital gains, thus reducing the amount of capital
gains the Tax-Sensitive Equity Fund will distribute.
The Tax-Sensitive Equity Fund intends to have relatively low annual
portfolio turnover rates under normal circumstances. For taxpayers in the
highest tax brackets, ordinary income is taxed at a higher tax rate than
capital gains on securities held for more than eighteen months ("long-term
capital gains"). Ordinary income includes dividends from the Tax-Sensitive
Equity Fund's net investment income and net short-term capital gains. Net
long-term capital gains realized and distributed by the Tax-Sensitive Equity
Fund are treated by shareholders as long-term capital gains for federal income
tax purposes. Therefore, the Tax-Sensitive Equity Fund intends, when
practicable and prudent, to hold appreciated portfolio securities for more
than eighteen months in order to reduce the realization and, therefore, the
distribution to shareholders of short-term capital gains which are taxable to
them as ordinary income.
34
<PAGE>
Although the Tax-Sensitive Equity Fund expects generally to use some or all
of the foregoing management techniques in considering the impact of federal
and state income taxes on a shareholder's investment returns, portfolio
management decisions may be made based on other criteria in particular cases,
where warranted by actual or anticipated economic, market or issuer-specific
developments, and the Tax-Sensitive Equity Fund may from time to time employ
investment management techniques that produce taxable ordinary income. For
example, a particular security may be sold, even though the Tax-Sensitive
Equity Fund may realize a short-term capital gain, if the value of that
security is believed to have peaked or is anticipated to decline before the
Tax-Sensitive Equity Fund would have held it for the long-term holding period.
Similarly, the Tax-Sensitive Equity Fund may from time to time be required to
sell securities it would otherwise have continued to hold in order to generate
cash to pay expenses or satisfy shareholder redemption requests. Further,
certain equity securities and debt obligations in which the Tax-Sensitive
Equity Fund will invest will produce ordinary taxable income on a regular
basis.
While attempting to reduce the impact of federal and state income taxes
paid by shareholders on Tax-Sensitive Equity Fund distributions, the Tax-
Sensitive Equity Fund will follow a disciplined investment strategy,
emphasizing stocks that Standish believes to offer above-average potential for
capital growth while offering low dividend yields. Although the precise
application of the discipline will vary according to market conditions,
Standish intends to use statistical modeling techniques that utilize stock
specific factors, such as current price/earnings ratios, stability of earnings
growth, forecasted changes in earnings growth, trends in consensus analysts'
estimates and measures of earnings results relative to expectations, to
identify equity securities that are attractive as purchase candidates. Once
identified, these securities will be subject to further fundamental analysis by
Standish's professional staff before they are included in the Tax-Sensitive
Equity Fund's holdings. Securities selected for inclusion in the Tax-Sensitive
Equity Fund's portfolio will represent various industries and sectors.
Although the Tax-Sensitive Equity Fund will prefer long-term capital gains
to taxable dividend income and interest income, the Tax-Sensitive Equity Fund
may to a limited extent invest in debt securities and preferred stocks that
are convertible into, or exchangeable for, common stocks. Generally, such
securities will be rated, at the time of investment, Aaa, Aa or A by Moody's
of AAA, AA or A by S&P or, if not rated, are determined by Standish to be of
comparable credit quality. Up to 5% of the Tax-Sensitive Equity Fund's total
assets invested in convertible debt securities and preferred stocks may be
rated, at the time of investment, Baa by Moody's or BBB by S&P or, if not
rated, determined by Standish to be of comparable credit quality. As a
temporary matter and for defensive purposes, the Tax-Sensitive Equity Fund may
purchase investment grade short-term debt securities, the amount of which will
depend on market conditions and the needs of the Tax-Sensitive Equity Fund.
The Tax-Sensitive Equity Fund will attempt to reduce risk by diversifying its
investments within the investment policy set forth above.
The Tax-Sensitive Equity Fund may, but is not required to, utilize various
investment strategies and techniques to seek to hedge various market risks
(such as broad or specific equity market movements and currency exchange rate
risks) or to seek to enhance potential gain. Such strategies and techniques
are generally accepted as part of modern portfolio management and are
regularly utilized by many mutual funds. In the course of pursuing its
investment objective, the Tax-Sensitive Equity Fund may: (i) purchase and
write (sell) put and call options on securities, equity indices and other
financial instruments; (ii) purchase and sell financial futures contracts on
U.S. equity indices and options thereon; (iii) enter into repurchase
agreements; (iv) enter into various currency transactions, such as currency
forward contracts, currency futures contracts, currency swaps or options on
currencies or currency futures (the Tax-Sensitive Equity Fund has no current
intention to engage in such transactions); and (v) make short sales. These
techniques may produce taxable ordinary income and/or short-term or long-term
capital gains. Although the Tax-Sensitive Equity Fund does not normally invest
in equity securities that are restricted as to disposition by federal
securities laws or are otherwise illiquid, the Tax-Sensitive Equity Fund may
so invest up to 15% of its net assets when, in the opinion of Standish,
investment opportunities presented by such securities are particularly
attractive. For further information concerning the securities in which the
Tax-Sensitive Equity Fund may invest and the investment strategies and
techniques it may employ, see "RISK FACTORS" in this Prospectus.
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EMERGING GROWTH FUND
The investment objective of the Emerging Growth Fund is maximum capital
appreciation. Warburg manages the Emerging Growth Fund and will pursue this
objective by investing primarily in a portfolio of equity securities of
domestic companies.
The Emerging Growth Fund ordinarily will invest at least 65% of its total
assets in common stocks or warrants of emerging growth companies that
represent attractive opportunities for maximum capital appreciation. Emerging
growth companies are small- or medium-sized companies that have passed their
start-up phase and that show positive earnings and prospects of achieving
significant profit and gain in a relatively short period of time.
The Emerging Growth Fund is classified as a non-diversified series under
the 1940 Act, which means that the Portfolio is not limited by the 1940 Act in
the proportion of its assets that it may invest in the obligations of a single
issuer. As a non-diversified series, the Portfolio may invest a greater
proportion of its assets in the obligations of a small number of issuers and,
as a result, may be subject to greater risk with respect to portfolio
securities. To the extent that the Emerging Growth Fund assumes large positions
in the securities of a small number of issuers, its return may fluctuate to a
greater extent than that of a diversified company as a result of changes in the
financial condition or in the market's assessment of the issuers.
Although under current market conditions the Emerging Growth Fund expects
to invest in companies having stock market capitalizations of up to
approximately $500 million, the Portfolio may invest in emerging growth
companies without regard to their market capitalization. Emerging growth
companies generally stand to benefit from new products or services,
technological developments or changes in management and other factors and
include smaller companies experiencing unusual developments affecting their
market value. These "special situation companies" include companies that are
involved in the following: an acquisition or consolidation; a reorganization; a
recapitalization; a merger, liquidation, or distribution of cash, securities or
other assets; a tender or exchange offer; a breakup or workout of a holding
company; litigation which, if resolved favorably, would improve the value of
the company's stock; or a change in corporate control.
The Emerging Growth Fund may invest up to 20% of its total assets in
investment grade debt securities (other than money market obligations) and
preferred stocks that are not convertible into common stock for the purpose of
seeking capital appreciation. The interest income to be derived may be
considered as one factor in selecting debt securities for investment by
Warburg. Because the market value of debt obligations can be expected to vary
inversely to changes in prevailing interest rates, investing in debt
obligations may provide an opportunity for capital appreciation when interest
rates are expected to decline. The success of such a strategy is dependent
upon Warburg's ability to accurately forecast changes in interest rates. The
market value of debt obligations may also be expected to vary depending upon,
among other factors, the ability of the issuer to repay principal and
interest, any change in investment rating and general economic conditions.
A security will be deemed to be investment grade if it is rated within the
four highest grades by Moody's or S&P or, if unrated, is determined to be of
comparable quality by Warburg. Bonds rated in the fourth highest grade may
have speculative characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade bonds. Subsequent to
its purchase by the Portfolio, an issue of securities may cease to be rated or
its rating may be reduced below the minimum required for purchase by the
Portfolio. Neither event will require sale of such securities, although
Warburg will consider such event in its determination of whether the Portfolio
should continue to hold the securities.
When Warburg believes that a defensive posture is warranted, the Emerging
Growth Fund may invest temporarily without limit in investment grade debt
obligations and in domestic and foreign money market obligations, including
repurchase agreements.
The Emerging Growth Fund is authorized to invest, under normal market
conditions, up to 20% of its total assets in domestic and foreign short-term
(one year or less remaining to maturity) money market obligations and
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for temporary defensive purposes may invest in these securities without limit.
These instruments consist of obligations issued or guaranteed by the U.S.
Government or a foreign government, their agencies or instrumentalities; bank
obligations (including certificates of deposit, time deposits and bankers'
acceptances of domestic or foreign banks, domestic savings and loans and
similar institutions) that are high quality investments or, if unrated, deemed
by Warburg to be high quality investments; commercial paper rated no lower
than A-2 by S&P or Prime-2 by Moody's or the equivalent from another major
rating service or, if unrated of an issuer having an outstanding, unsecured
debt issue then rated within the three highest rating categories; and
repurchase agreements with respect to the foregoing.
Investing in securities of emerging growth and small-sized companies may
involve greater risks since these securities may have limited marketability
and, thus, may be more volatile. Because small and medium-sized companies
normally have fewer shares outstanding than larger companies, it may be more
difficult for the Emerging Growth Fund to buy or sell significant amounts of
such shares without an unfavorable impact on prevailing prices. In addition,
small- and medium-sized companies are typically subject to a greater degree of
changes in earnings and business prospects than are larger, more established
companies. There is typically less publicly available information concerning
small- and medium-sized companies than for larger, more established ones.
Companies with small market capitalizations may also be dependent upon a
single proprietary product or market niche, may have limited product lines,
markets or financial resources, or may depend on a limited management group.
Securities of issuers in "special situations" also may be more volatile, since
the market value of these securities may decline in value if the anticipated
benefits do not materialize. Although investing in securities of emerging
growth companies or "special situations" offers potential for above-average
returns if the companies are successful, the risk exists that the companies
will not succeed and the prices of the companies' shares could significantly
decline in value, Therefore an investment in the Portfolio may involve a
greater degree of risk than an investment in other mutual funds that seek
capital appreciation by investing in better-known, larger companies.
The Emerging Growth Fund will be subject to certain risks as a result of
its ability to invest up to 20% of its total assets in the securities of
foreign issuers. These risks are described under the caption "RISK FACTORS--
Foreign Securities" in this Prospectus. Moreover, substantial investments in
foreign securities may have adverse tax implications as described under
"GENERAL INFORMATION--Taxes" in this Prospectus.
Use of Hedging and other Strategic Transactions. The Emerging Growth Fund
is currently authorized to use all of the investment strategies referred to
under "RISK FACTORS--Hedging and Other Strategic Transactions" in this
Prospectus. However, it is not presently contemplated that any of these
strategies will be used to a significant degree by the Portfolio.
INTERNATIONAL SMALL CAP FUND
The investment objective of the International Small Cap Fund is to seek
long-term capital appreciation. Founders manages the International Small Cap
Fund and will pursue this objective by investing primarily in securities
issued by foreign companies which have total market capitalizations (present
market value per share multiplied by the total number of shares outstanding)
or annual revenues of $1 billion or less. These securities may represent
companies in both established and emerging economies throughout the world.
At least 65% of the Portfolio's total assets will normally be invested in
foreign securities representing a minimum of three countries (other than the
United States). The Portfolio may invest in larger foreign companies or in
U.S. based companies if, in Founders' opinion, they represent better prospects
for capital appreciation.
The International Small Cap Fund may invest a significant portion of its
assets in the securities of small companies. Small companies are those which
are still in the developing stages of their life cycles and are attempting to
achieve rapid growth in both sales and earnings. Investments in small
companies involve greater risk than is customarily associated with more
established companies. These companies often have sales and
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earnings growth rates which exceed those of large companies. Such growth rates
may be reflected in more rapid share price appreciation. However, smaller
companies often have limited operating histories, product lines, markets or
financial resources, and they may be dependent upon one-person management.
These companies may be subject to intense competition from larger entities,
and the securities of such companies may have limited marketability and may be
subject to more abrupt or erratic movements in price than securities of larger
companies or the market averages in general. Therefore, the net asset value of
the International Small Cap Fund may fluctuate more widely than the popular
market averages. Accordingly, an investment in the Portfolio may not be
appropriate for all investors.
The International Small Cap Fund will invest primarily in equity securities
but may also invest in convertible securities, preferred stocks, bonds,
debentures and other corporate obligations when Founders believes that these
investments offer opportunities for capital appreciation. Current income will
not be a substantial factor in the selection of these securities. The
portfolio will only invest in bonds, debentures and corporate obligations--
other than convertible securities and preferred stock--rated investment-grade
(Baa or higher by Moody's or BBB or higher by S&P) at the time of purchase or,
if unrated, of comparable quality in the opinion of Founders. Convertible
securities and preferred stocks purchased by the Portfolio may be rated in
medium and lower categories by Moody's or S&P (Ba or lower by Moody's and BB
or lower by S&P) but will not be rated lower than B. The portfolio may also
invest in unrated convertible securities and preferred stocks in instances in
which Founders believes that the financial condition of the issuer or the
protection afforded by the terms of the securities limits risk to a level
similar to that of securities rated in categories no lower than B. At no time
will the Portfolio have more than 5% of its total assets invested in any
fixed-income securities which are unrated or are rated below investment grade
either at the time of purchase or as a result of a reduction in rating after
purchase. Preferred stocks are not subject to this 5% limitation. The
Portfolio is not required to dispose of debt securities whose ratings are
downgraded below these ratings subsequent to the portfolio's purchase of the
securities, unless such a disposition is necessary to reduce the portfolio's
holdings of such securities to less than 5% of its total assets. See "RISK
FACTORS--High Yield/High Risk Securities." A description of the ratings used
by Moody's and S&P is set forth in Appendix I to the Prospectus.
The International Small Cap Fund may invest up to 100% of its assets
temporarily in the following securities if Founders determines that it is
appropriate for purposes of enhancing liquidity or preserving capital in light
of prevailing market or economic conditions: cash, cash equivalents, U.S.
government obligations, commercial paper, bank obligations, repurchase
agreements, and negotiable U.S. dollar-denominated obligations of domestic and
foreign branches of U.S. depository institutions, U.S. branches of foreign
depository institutions, and foreign depository institutions. The portfolio
may also acquire certificates of deposit and bankers' acceptances of banks
which meet criteria established by the Fund's Trustees. When the portfolio is
in a defensive position, the opportunity to achieve capital growth will be
limited, and, to the extent that this assessment of market conditions is
incorrect, the portfolio will be foregoing the opportunity to benefit from
capital growth resulting from increases in the value of equity investments and
may not achieve its investment objective.
FOREIGN SECURITIES. The portfolio may invest up to 100% of its total assets
in foreign securities and will be subject to special risks as a result of
these investments. See "RISK FACTORS--Foreign Securities" in this Prospectus.
Moreover, substantial investments in foreign securities may have adverse tax
implications as described under "GENERAL INFORMATION--Taxes" in this
Prospectus.
Foreign investments of the International Small Cap Fund may include
securities issued by companies located in countries not considered to be major
industrialized nations. Such countries are subject to more economic, political
and business risk than major industrialized nations, and the securities they
issue and of issuers located in such countries are expected to be more
volatile and more uncertain as to payments of interest and principal. The
secondary market for such securities is expected to be less liquid than for
securities of major industrialized nations. Such countries may include (but
are not limited to) Argentina, Australia, Austria, Belgium, Bolivia, Brazil,
Chile, China, Colombia, Costa Rica, Croatia, Czech Republic, Denmark, Ecuador,
Egypt, Finland, Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel,
Italy, Jordan, Malaysia, Mexico,
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Netherlands, New Zealand, Nigeria, North Korea, Norway, Pakistan, Paraguay,
Peru, Philippines, Poland, Portugal, Singapore, Slovak Republic, South Africa,
South Korea, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey,
Uruguay, Venezuela, Vietnam and the countries of the former Soviet Union.
Investments of the Portfolio may include securities created through the Brady
Plan, a program under which heavily indebted countries have restructured their
bank debt into bonds. See "OTHER INSTRUMENTS--High Yield Foreign Sovereign
Debt Securities" in the Statement of Additional Information.
Since the International Small Cap Fund's assets will be invested primarily
in foreign securities and since substantially all of the portfolio's revenues
will be received in foreign currencies, the portfolio's net asset values will
be affected by changes in currency exchange rates. The portfolio will pay
dividends in dollars and will incur currency conversion costs.
Use of Hedging and Other Strategic Transactions. The International Small
Cap Fund is currently authorized to use all of the various investment
strategies referred to under "RISK FACTORS--Hedging and Other Strategic
Transactions." The Statement of Additional Information contains a description
of these strategies and of certain risks associated therewith.
SMALL/MID CAP FUND
The investment objective of the Small/Mid Cap Fund is to seek long term
capital appreciation. Alger manages the Small/Mid Cap Fund and will pursue
this objective by investing at least 65% of the Portfolio's total assets
(except during temporary defensive periods) in small/mid cap equity
securities. As used in this Prospectus small/mid cap equity securities are
equity securities of companies that, at the time of purchase, have "total
market capitalization"--present market value per share multiplied by the total
number of shares outstanding--between $500 million and $5 billion. The
Portfolio may invest up to 35% of its total assets in equity securities of
companies that, at the time of purchase, have total market capitalization of
$5 billion or greater and in excess of that amount (up to 100% of its assets)
during temporary defensive periods.
The Small/Mid Cap Fund seeks to achieve its investment objective by
investing in equity securities, such as common or preferred stocks, or
securities convertible into or exchangeable for equity securities, including
warrants and rights. The Portfolio will invest primarily in companies whose
securities are traded on domestic stock exchanges or in the over-the-counter
market.
The Small/Mid Cap Fund may invest a significant portion of its assets in
the securities of small companies. Small companies are those which are still in
the developing stages of their life cycles and will attempt to achieve rapid
growth in both sales and earnings. Investments in small companies involve
greater risk than is customarily associated with more established companies.
These companies often have sales and earnings growth rates which exceed those
of large companies. Such growth rates may be reflected in more rapid share
price appreciation. However, smaller companies often have limited operating
histories, product lines, markets or financial resources, and they may be
dependent upon the management of only a few people. These companies may be
subject to intense competition from larger entities, and the securities of such
companies may have limited marketability and may be subject to more abrupt or
erratic movements in price than securities of larger companies or the market
averages in general. Therefore, the net asset values of the Small/Mid Cap Fund
may fluctuate more widely than the popular market averages. Accordingly, an
investment in the portfolio may not be appropriate for all investors.
In order to afford the Portfolio the flexibility to take advantage of new
opportunities for investments in accordance with its investment objectives, it
may hold up to 15% of its net assets (up to 100% of their assets during
temporary defensive periods) in money market instruments, bank and thrift
obligations, obligations issued or guaranteed by the U.S. Government or by its
agencies or instrumentalities, foreign bank obligations and obligations of
foreign branches of domestic banks, variable rate master demand notes and
repurchase agreements. When the Portfolio is in a defensive position, the
opportunity to achieve capital growth will be limited, and, to the extent that
this assessment of market conditions is incorrect, the Portfolio will be
foregoing the opportunity
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to benefit from capital growth resulting from increases in the value of its
investments and may not achieve its investment objective.
FOREIGN SECURITIES. The Portfolio may invest up to 20% of its total assets
in foreign securities and will be subject to certain risks as a result of
these investments. These risks are described under the caption "RISK FACTORS--
Foreign Securities" in this Prospectus. Moreover, substantial investments in
foreign securities may have adverse tax implications as described under
"GENERAL INFORMATION--Taxes" in this Prospectus. The Portfolio may also
purchase American Depository Receipts ("ADRs") or U.S. dollar-denominated
securities of foreign issuers that are not included in the 20% foreign
securities limitation. See "RISK FACTORS--Foreign Securities" in this
Prospectus for a description of ADRs.
Use of Hedging and Other Strategic Transactions. The Small/Mid Cap Fund is
currently authorized to use all of the various investment strategies referred
to under "RISK FACTORS--Hedging and Other Strategic Transactions". The
Statement of Additional Information contains a description of these strategies
and of certain risks associated therewith.
GLOBAL EQUITY FUND
The investment objective of the Global Equity Fund is long-term capital
appreciation. Morgan Stanley manages the Global Equity Fund and seeks to
attain this objective by investing primarily in common and preferred stocks,
convertible securities, rights and warrants to purchase common stocks,
American and Global Depository Receipts and other equity securities of issuers
throughout the world, including issuers in the U.S. and emerging market
countries.
Under normal circumstances, at least 65% of the value of the total assets
of the Global Equity Fund will be invested in equity securities and at least
20% of the value of the portfolio's total assets will be invested in the common
stocks of U.S. issuers. The portfolio may also invest in money market
instruments. Although the portfolio intends to invest primarily in securities
listed on stock exchanges, it will also invest in equity securities that are
traded over-the-counter or that are not admitted to listing on a stock exchange
or dealt in on a regulated market. As a result of the absence of a public
trading market, such securities may pose liquidity risks.
The Subadviser's approach is oriented to individual stock selection and is
value driven. In selecting stocks for the portfolio, the Subadviser initially
identifies those stocks that 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. In selecting investments, the
Subadviser utilizes the research of a number of sources, including Morgan
Stanley Capital International, an affiliate of the Subadviser located in
Geneva, Switzerland. Portfolio holdings are regularly reviewed and subjected
to fundamental analysis to determine whether they continue to conform to the
Subadviser's value criteria. Equity securities which no longer conform to such
investment criteria will be sold. 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.
The Global Equity Fund may engage in forward foreign currency exchanges and
when-issued or delayed delivery securities.
The Global Equity Fund will be subject to special risks as a result of its
ability to invest up to 80%, under normal circumstances, of its total assets
in foreign securities. These risks, including the risks of the possible
increased likelihood of expropriation or the return to power of a communist
regime which would institute policies to expropriate, nationalize or otherwise
confiscate investments, are described under the caption "RISK FACTORS--Foreign
Securities" in this Prospectus. Moreover, substantial investments in foreign
securities may have adverse tax implications as described under "GENERAL
INFORMATION--Taxes" in this Prospectus.
Use of Hedging and Other Strategic Transactions. The Global Equity Fund is
currently authorized to use all of the various investment strategies referred
to under "RISK FACTORS--Hedging and Other Strategic
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Transactions." With the exception of currency transactions, however, it is not
presently anticipated that any of these strategies will be used to a
significant degree by the portfolio. The Statement of Additional Information
contains a description of these strategies and of certain risks associated
therewith.
GROWTH EQUITY FUND
The investment objective of the Growth Equity Fund is to seek long-term
growth of capital. Founders manages the Growth Equity Fund and will pursue
this objective by investing, under normal market conditions, at least 65% of
its assets in common stocks of well-established, high-quality growth companies
that Founders believes have the potential to increase earnings faster than the
rest of the market. These companies tend to have strong performance records,
solid market positions and reasonable financial strength, and have continuous
operating records of three years or more.
The Growth Equity Fund may invest in convertible securities, preferred
stocks, bonds, debentures and other corporate obligations when Founders
believes that these investments offer opportunities for capital appreciation.
Current income will not be a substantial factor in the selection of these
securities. The Growth Equity Fund will only invest in bonds, debentures and
corporate obligations--other than convertible securities and preferred stock--
rated investment-grade (Baa or higher by Moody's and BBB or higher by S&P) or,
if unrated, of comparable quality in the opinion of Founders at the time of
purchase. Convertible securities and preferred stocks purchased by the
Portfolio may be rated in medium and lower categories by Moody's or S&P (Ba or
lower by Moody's and BB or lower by S&P) but will not be rated lower than B.
The Growth Equity Fund may also invest in unrated convertible securities and
preferred stocks in instances in which Founders believes that the financial
condition of the issuer or the protection afforded by the terms of the
securities limits risk to a level similar to that of securities rated in
categories no lower than B. At no time will the portfolio have more than 5% of
its total assets invested in any fixed-income securities which are unrated or
are rated below investment grade either at the time of purchase or as a result
of a reduction in rating after purchase. Preferred stocks are not subject to
this 5% limitation. The portfolio is not required to dispose of debt
securities whose ratings are downgraded below these ratings subsequent to the
portfolio's purchase of the securities, unless such a disposition is necessary
to reduce the portfolio's holdings of such securities to less than 5% of its
total assets. See "RISK FACTORS--High Yield Securities."
The Growth Equity Fund may invest up to 100% of its assets temporarily in
the following securities if Founders determines that it is appropriate for
purposes of enhancing liquidity or preserving capital in light of prevailing
market or economic conditions: cash, cash equivalents, U.S. government
obligations, commercial paper, bank obligations, repurchase agreements, and
negotiable U.S. dollar-denominated obligations of domestic and foreign
branches of U.S. depository institutions, U.S. branches of foreign depository
institutions, and foreign depository institutions. The portfolio may also
acquire certificates of deposit and bankers' acceptances of banks which meet
criteria established by the Fund's Trustees. When the Growth Equity Fund is in
a defensive position, the opportunity to achieve capital growth will be
limited, and, to the extent that this assessment of market conditions is
incorrect, the Growth Equity Fund will be foregoing the opportunity to benefit
from capital growth resulting from increases in the value of equity
investments and may not achieve its investment objective.
FOREIGN SECURITIES. The Growth Equity Fund may invest without limit in ADRs
and up to 30% of its total assets in foreign securities (other than ADRs),
with no more than 25% invested in any one foreign country. The Growth Equity
Fund will be subject to certain risks as a result of these investments. These
risks are described under the caption "RISK FACTORS--Foreign Securities" in
this Prospectus. Moreover, substantial investments in foreign securities may
have adverse tax implications as described under "GENERAL INFORMATION--Taxes"
in this Prospectus.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Growth Equity Fund is
currently authorized to use all of the various investment strategies referred
to under "RISK FACTORS--Hedging and Other Strategic Transactions." The
Statement of Additional Information contains a description of these strategies
and of certain risks associated therewith.
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INTERNATIONAL GROWTH AND INCOME FUND
The investment objective of the International Growth and Income Fund is to
seek long-term growth of capital and income. The Portfolio is designed for
investors with a long-term investment horizon who want to take advantage of
investment opportunities outside the United States.
J.P. Morgan manages the International Growth and Income Fund and will seek
to achieve the Portfolio's investment objective by investing, under normal
circumstances, at least 65% of its total assets in equity securities of
foreign issuers, consisting of common stocks and other securities with equity
characteristics such as preferred stock, warrants, rights and convertible
securities. The Portfolio will focus primarily on the common stock of
established companies based in developed countries outside the United States
although it may invest up to 15% of its assets in emerging market securities.
Such investments will be made in at least three foreign countries. For this
purpose, a developed country is any country included in the MSCI World Index
and an emerging market is any country not in the MSCI World Index. The
countries currently included in this Index are: Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan,
Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden,
Switzerland, United Kingdom and the U.S. The Portfolio invests in securities
listed on foreign or domestic securities exchanges and securities traded in
foreign or domestic over-the-counter markets, and may invest in certain
restricted or unlisted securities. See "RISK FACTORS--Foreign Securities."
Under normal circumstances, the International Growth and Income Fund expects
to invest primarily in equity securities. However, the Portfolio may invest up
to 35% of its assets in debt obligations of corporate, sovereign issuers or
supranational organizations rated A or higher by Moody's or S&P, or if
unrated, of equivalent credit quality as determined by the Subadviser. See
"Strategic Income Fund" below for additional information on supranational
organizations. Under normal circumstances, the Portfolio will be invested
approximately 85% in equity securities and 15% in fixed income securities.
J.P. Morgan may allocate the Portfolio's investment in these asset classes in
a manner consistent with the Portfolio's investment objective and current
market conditions. Using a variety of analytical tools, J.P. Morgan assesses
the relative attractiveness of each asset class and determines an optimal
allocation between them. Yields on non-U.S. equity securities tend to be lower
than those on equity securities of U.S. issuers. Therefore, current income
from the Portfolio may not be as high as that available from a portfolio of
U.S. equity securities.
In pursuing the International Growth and Income Fund's objective, J.P.
Morgan will actively manage the assets of the Portfolio through country
allocation and stock valuation and selection. Based on fundamental research,
quantitative valuation techniques and experienced judgment, J.P. Morgan uses a
structured decision-making process to allocate the Portfolio primarily across
the developed countries of the world outside the United States. This universe
is typically represented by the Morgan Stanley Europe, Australia and Far East
Index (the "EAFE Index").
Using a dividend discount model and based on analysts' industry expertise,
securities within each country are ranked within industry sectors according to
their relative value. Based on this valuation, J.P. Morgan selects the
securities which appear the most attractive for the Portfolio. J.P. Morgan
believes that under normal market conditions, industrial sector weightings
generally will be similar to those of the EAFE index.
Finally, J.P. Morgan actively manages currency exposure, in conjunction
with country and stock allocation, in an attempt to protect and possibly
enhance the International Growth and Income Fund's market value. Through the
use of forward foreign currency exchange contracts, J.P. Morgan will adjust the
Portfolio's foreign currency weightings to reduce its exposure to currencies
that the Subadviser deems unattractive and, in certain circumstances, increase
exposure to currencies deemed attractive, as market conditions warrant, based
on fundamental research, technical factors and the judgment of a team of
experienced currency managers.
The International Growth and Income Fund intends to manage its portfolio
actively in pursuit of its investment objective. The Portfolio does not expect
to trade in securities for short-term profits; however, when circumstances
warrant, securities may be sold without regard to the length of time held. See
"GENERAL INFORMATION--Taxes." To the extent the Portfolio engages in short-
term trading, it may incur increased transaction costs.
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The International Growth and Income Fund may also invest in securities on a
when-issued or delayed delivery basis, enter into repurchase and reverse
repurchase agreements, loan its portfolio securities and purchase certain
privately placed securities. See "RISK FACTORS" in this Prospectus.
The International Growth and Income Fund may make money market investments
pending other investments or settlement or for liquidity purposes. In
addition, when J.P. Morgan believes that investing for defensive purposes is
appropriate, such as during periods of unusual or unfavorable market or
economics conditions, up to 100% of the Portfolio's assets may be temporarily
invested in money market instruments. The money market investments permitted
for the Portfolio include obligations of the U.S. Government and its agencies
and instrumentalities, other debt securities, commercial paper, bank
obligations and repurchase agreements, as described below under "Money Market
Fund."
The International Growth and Income Fund will be subject to special risks
as a result of its ability to invest up to 100% of its assets in foreign
securities including up to 15% in emerging market securities. These risks are
described under the caption "RISK FACTORS--Foreign Securities" and
"International Small Cap Trust--Foreign Securities" in this Prospectus. The
ability to diversify its investments among the equity markets of different
countries may, however, reduce the overall level of market risk to the extent
it may reduce the Portfolio's exposure to a single market. Moreover,
substantial investments in foreign securities may have adverse tax implications
as described under "GENERAL INFORMATION--Taxes" in this Prospectus.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The International Growth
and Income Fund is currently authorized to use all of the various investment
strategies referred to under "RISK FACTORS--Hedging and Other Strategic
Transactions". With the exception of currency transactions, however, it is not
presently anticipated that any of these strategies will be used to a
significant degree by the Portfolio. The Statement of Additional Information
contains a description of these strategies and of certain risks associated
therewith.
GROWTH AND INCOME FUND
The investment objective of the Growth and Income Fund is to provide long-
term growth of capital and income consistent with prudent investment risk.
Wellington Management manages the Growth and Income Fund and seeks to
achieve the Portfolio's objective by investing primarily in a diversified
portfolio of common stocks of U.S. issuers which Wellington Management
believes are of high quality. Wellington Management believes that high quality
is evidenced by a leadership position within an industry, a strong or
improving balance sheet, relatively high return on equity, steady or
increasing dividend payout, and strong management skills. The Growth and
Income Fund's investments will primarily emphasize dividend paying stocks of
larger companies. The Growth and Income Fund may also invest in securities
convertible into or which carry the right to buy common stocks, including
those convertible securities issued in the Euromarket; preferred stocks; and
marketable debt securities of domestic issuers and of foreign issuers (payable
in U.S. dollars), if such marketable debt securities of domestic issuers and
foreign issuers are rated at the time of purchase "A" or better by Moody's or
S&P or, if unrated, deemed to be of equivalent quality in Wellington
Management's judgment. When market or financial conditions warrant a temporary
defensive posture, the Growth and Income Fund may, in order to reduce risk and
achieve attractive total investment return, invest in securities which are
authorized for purchase by the Investment Quality Bond Fund or the Money
Market Fund. The Subadviser expects that under normal market conditions, the
Growth and Income Fund's portfolio will consist primarily of equity
securities.
Investments will be selected on the basis of fundamental analysis to
identify those securities that, in Wellington Management's judgment, provide
the potential for long-term growth of capital and income. Fundamental analysis
involves assessing a company and its business environment, management, balance
sheet, income statement, anticipated earnings and dividends and other related
measures of value. When selecting securities of issuers domiciled outside of
the United States, Wellington Management will also monitor and evaluate the
economic and political climate and the principal securities markets of the
country in which each company is located.
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The Growth and Income Fund will invest primarily in securities listed on
national securities exchanges, but from time to time it may also purchase
securities traded in the "over-the-counter" market.
The Growth and Income Fund will be subject to certain risks as a result of
its ability to invest up to 20% of its assets in foreign securities. These
risks are described under the caption "RISK FACTORS--Foreign Securities" in
this Prospectus. Moreover, substantial investments in foreign securities may
have adverse tax implications as described under "GENERAL INFORMATION--Taxes"
in this Prospectus.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Growth and Income Fund
is currently authorized to use all of the various investment strategies
referred to under "RISK FACTORS--Hedging and Other Strategic Transactions."
However, it is not presently anticipated that any of these strategies will be
used to a significant degree by the Portfolio. The Statement of Additional
Information contains a description of these strategies and of certain risks
associated therewith.
EQUITY-INCOME FUND
The investment objective of the Equity-Income Fund is to provide substantial
dividend income and also long term capital appreciation. T. Rowe Price manages
the Equity-Income Fund and seeks to attain this objective by investing
primarily in dividend-paying common stocks, particularly of established
companies with favorable prospects for both increasing dividends and capital
appreciation.
Under normal circumstances, the Equity-Income Fund will invest at least 65%
of total assets in the common stocks of established companies paying above-
average dividends. T. Rowe Price believes that income can be a significant
contributor to total return over time and expects the portfolio's yield to be
above that of the Standard & Poor's 500 Stock Index.
The Equity-Income Fund will generally consider companies with the following
characteristics:
--Established operating histories;
--Above-average current dividend yield relative to the average yield of
the S&P 500 Stock Index (the "S&P 500");
--Low price/earnings ratios relative to the S&P 500;
--Sound balance sheets and other financial characteristics;
--Low stock price relative to a company's underlying value as measured
by assets, earnings, cash flow, or business franchises.
The Equity-Income Fund will tend to take a "value" approach and invest in
stocks and other securities that appear to be temporarily undervalued by
various measures, such as price/earnings ratios. Value investors seek to buy a
stock (or other security) when its price is low in relation to what they
believe to be its real worth or future prospects. By identifying companies
whose stocks are currently out of favor, value investors hope to realize
significant appreciation as other investors recognize the stock's intrinsic
value and the price rises accordingly. Finding undervalued stocks requires
considerable research to identify the particular stock, to analyze the
company's underlying financial condition and prospects, and to assess the
likelihood that the stock's underlying value will be recognized by the market
and reflected in its price.
The Equity-Income Fund may also purchase other types of securities, for
example, foreign securities, preferred stocks, convertible stocks and bonds,
and warrants, when considered consistent with the portfolio's investment
objective and program. The portfolio will hold a certain portion of its assets
in U.S. and foreign dollar-denominated money market securities, including
repurchase agreements, in the two highest rating categories, maturing in one
year or less. For temporary, defensive purposes, the portfolio may invest
without limitation in such securities. This reserve position provides
flexibility in meeting redemptions, expenses, and the timing of new
investments and serves as a short-term defense during periods of unusual
market volatility.
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The Equity-Income Fund may also invest in debt securities of any type
including municipal securities without regard to quality or rating. The total
return and yield of lower-quality (high-yield/high-risk) bonds, commonly
referred to as "junk" bonds, can be expected to fluctuate more than the total
return and yield of higher-quality, shorter-term bonds, but not as much as
common stocks. Junk bonds (those rated below BBB or in default) are regarded
as predominantly speculative with respect to the issuer's continuing ability
to meet principal and interest payments. The portfolio will not purchase a
noninvestment-grade debt security (or junk bond) if immediately after such
purchase the portfolio would have more than 10% of its total assets invested
in such securities.
The Equity-Income Fund may also engage in a variety of investment management
practices, such as buying and selling futures and options. The portfolio may
invest up to 10% of its total assets in hybrid instruments, which are a type
of high-risk derivative which can combine the characteristics of securities,
futures and options. For example, the principal amount, redemption or
conversion terms of a security could be related to the market price of some
commodity, currency or securities index. Such securities may bear interest or
pay dividends at below market (or even relatively nominal) rates. The
Statement of Additional Information contains a fuller description of such
instruments and the risks associated therewith.
The Equity-Income Fund will be subject to special risks as a result of its
ability to invest up to 25% of its total assets in foreign securities. These
include nondollar-denominated securities traded outside of the U.S. and
dollar-denominated securities of foreign issuers traded in the U.S. (such as
ADRs). These risks are described under the caption "RISK FACTORS--Foreign
Securities" in this Prospectus. Moreover, substantial investments in foreign
securities may have adverse tax implications as described under "GENERAL
INFORMATION--Taxes" in this Prospectus.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Equity-Income Fund is
currently authorized to use all of the various investment strategies referred
to under "RISK FACTORS--Hedging and Other Strategic Transactions." The
Statement of Additional Information contains a description of these strategies
and of certain risks associated therewith.
BALANCED FUND
The investment objective of the Balanced Fund is current income and capital
appreciation. Founders is the manager of the Balanced Fund and seeks to attain
this objective by investing in a balanced portfolio of common stocks, U.S. and
foreign government obligations and a variety of corporate fixed-income
securities.
Normally, the Balanced Fund will invest a significant percentage (up to 75%)
of its total assets in common stocks, convertible corporate obligations, and
preferred stocks. The portfolio emphasizes investment in dividend-paying
common stocks with the potential for increased dividends, as well as capital
appreciation. The portfolio also may invest in non-dividend-paying companies
if, in Founders' opinion, they offer better prospects for capital
appreciation.
The Balanced Fund may invest in convertible securities, preferred stocks,
bonds, debentures, and other corporate obligations when Founders believes that
these investments offer opportunities for capital appreciation. Current income
is also a factor in the selection of these securities.
The Balanced Fund will maintain a minimum of 25% of its total assets in
fixed-income, investment-grade securities rated Baa or higher by Moody's or
BBB or higher by S&P. There is, however, no limit on the amount of straight
debt securities in which the portfolio may invest. Up to 5% of the Balanced
Fund's total assets may be invested in lower-grade (Ba or less by Moody's, BB
or less by S&P) or unrated straight debt securities, generally referred to as
junk bonds, where Founders determines that such securities present attractive
opportunities. The portfolio will not invest in securities rated lower than B.
Securities rated B generally lack characteristics of a desirable investment
and are deemed speculative with respect to the issuer's capacity to pay
interest and repay principal over a long period of time.
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The Balanced Fund may also invest in convertible corporate obligations and
preferred stocks. Convertible securities and preferred stocks purchased by the
portfolio may be rated in medium and lower categories by Moody's or S&P (Ba or
lower by Moody's and BB or lower by S&P) but will not be rated lower than B.
The portfolio may also invest in unrated convertible securities and preferred
stocks in instances in which Founders believes that the financial condition of
the issuer or the protection afforded by the terms of the securities limits
risk to a level similar to that of securities eligible for purchase by the
portfolio rated in categories no lower than B. At no time will the portfolio
have more than 5% of its total assets invested in any fixed-income securities
which are unrated or are rated below investment grade either at the time of
purchase or as a result of a reduction in rating after purchase. Preferred
stocks are not subject to this 5% limitation. The portfolio is not required to
dispose of debt securities whose ratings are downgraded below these ratings
subsequent to the portfolio's purchase of the securities, unless such a
disposition is necessary to reduce the portfolio's holdings of such securities
to less than 5% of its total assets. See "RISK FACTORS--High Yield/High Risk
Securities." A description of the ratings used by Moody's and S&P is set forth
in Appendix I to the Prospectus.
Up to 100% of the assets of the Balanced Fund may be invested temporarily in
U.S. Government obligations, commercial paper, bank obligations, repurchase
agreements, and negotiable U.S. dollar-denominated obligations of domestic and
foreign branches of U.S. depository institutions, U.S. branches of foreign
depository institutions, and foreign depository institutions, in cash, or in
other cash equivalents, if Founders determines it to be appropriate for
purposes of enhancing liquidity or preserving capital in light of prevailing
market or economic conditions. The portfolio may also acquire certificates of
deposit and bankers' acceptances of banks which meet criteria established by
the Fund's Board of Trustees. While the portfolio is in a defensive position,
the opportunity to achieve capital growth will be limited, and, to the extent
that this assessment of market conditions is incorrect, the portfolio will be
foregoing the opportunity to benefit from capital growth resulting from
increases in the value of equity investments.
The Balanced Fund may invest without limit in ADRs and up to 30% of its
total assets in foreign securities (other than ADRs). The portfolio will not
invest more than 25% of its total assets in the securities of any one country.
The Balanced Fund will be subject to special risks as a result of its
ability to invest up to 30% of its total assets in foreign securities,
excluding ADRs. These risks are described under the caption "RISK FACTORS--
Foreign Securities" in this Prospectus. Moreover, substantial investments in
foreign securities may have adverse tax implications as described under
"GENERAL INFORMATION--Taxes" in this Prospectus.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Balanced Fund is
currently authorized to use all of the various investment strategies referred
to under "RISK FACTORS--Hedging and Other Strategic Transactions." The
Statement of Additional Information contains a description of these strategies
and of certain risks associated therewith.
STRATEGIC INCOME FUND
The investment objective of the Strategic Income Fund is to seek a high
level of total return consistent with preservation of capital. The Strategic
Income Fund seeks to achieve its objective by giving its Subadviser, Salomon
Brothers Asset Management Inc (SBAM), broad discretion to deploy the Strategic
Income Fund's assets among certain segments of the fixed-income market as SBAM
believes will best contribute to the achievement of the Portfolio's objective.
At any point in time, SBAM will deploy the Portfolio's assets based on SBAM's
analysis of current economic and market conditions and the relative risks and
opportunities present in the following market segments: U.S. Government
obligations, investment grade domestic corporate debt, high yield corporate
debt securities, mortgage-backed securities and investment grade and high
yield international debt securities. SBAM is an affiliate of Salomon Brothers
Inc ("SBI"), and in making investment decisions is able to draw on the
research and market expertise of SBI with respect to fixed-income securities.
In addition, SBAM has entered into a subadvisory consulting agreement with its
London-based affiliate, Salomon Brothers Asset Management Limited ("SBAM
Limited") pursuant to which SBAM Limited will provide certain advisory
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services to SBAM relating to currency transactions and investments in non-
dollar denominated debt securities for the benefit of the Portfolio.
In pursuing the Strategic Income Fund's investment objective, the Portfolio
reserves the right to invest without limitation in lower-rated securities,
commonly known as "junk bonds." (i.e., rated "B" or below by Moody's (Moody's
lowest rating is C, See Appendix I.) or "BB" or below by S&P (S&P lowest
rating is D, see Appendix I.), or if unrated, of comparable quality as
determined by SBAM). No minimum rating standard is required for a purchase by
the Portfolio. Investments of this type involve comparatively greater risks,
including price volatility and risk of default in the payment of interest and
principal, than higher-quality securities. Although the Portfolio's Subadviser
has the ability to invest up to 100% of the Portfolio's assets in lower-rated
securities, the Portfolio's Subadviser does not anticipate investing in excess
of 75% of the Portfolio's assets in such securities. Purchasers should
carefully assess the risks associated with an investment in this Portfolio.
See "RISK FACTORS--High Yield/High Risk Securities."
SBAM will determine the amount of assets to be allocated to each type of
security in which it invests based on its assessment of the maximum level of
total return that can be achieved from a portfolio which is invested in these
securities without incurring undue risks to principal value. In making this
determination, SBAM will rely in part on quantitative analytical techniques
that measure relative risks and opportunities of each type of security based
on current and historical economic, market, political and technical data for
each type of security, as well as on its own assessment of economic and market
conditions both on a global and local (country) basis. In performing
quantitative analysis, SBAM will employ prepayment analysis and option
adjusted spread technology to evaluate mortgage securities, mean variance
optimization models to evaluate international debt securities, and total rate
of return analysis to measure relative risks and opportunities in other fixed-
income markets. Economic factors considered will include current and projected
levels of growth and inflation, balance of payment status and monetary policy.
The allocation of assets to international debt securities will further be
influenced by current and expected currency relationships and political and
sovereign factors. The Portfolio's assets may not always be allocated to the
highest yielding securities if SBAM feels that such investments would impair
the Portfolio's ability to preserve shareholder capital. SBAM will
continuously review this allocation of assets and make such adjustments as it
deems appropriate. The Portfolio does not plan to establish a minimum or a
maximum percentage of the assets which it will invest in any particular type
of fixed-income security.
In addition, SBAM will have discretion to select the range of maturities of
the various fixed-income securities in which the Portfolio invests. Such
maturities may vary substantially from time to time depending on economic and
market conditions.
The types and characteristics of the U.S. Government obligations, mortgage-
backed securities, investment grade corporate debt securities and investment
grade international debt securities to be purchased by the Portfolio are set
forth in the discussion of investment objectives and policies for the
Investment Quality Bond and U.S. Government Securities Funds, and in the
section entitled "OTHER INSTRUMENTS" in the Statement of Additional
Information; and the types and characteristics of the money market securities
to be purchased are set forth in the discussion of investment objectives and
policies of the Money Market Fund. Potential investors should review the
discussion therein in considering an investment in shares of the Strategic
Income Fund. As described below, the Strategic Income Fund may also invest in
high yield domestic and foreign debt securities.
The Strategic Income Fund may also invest in debt obligations issued or
guaranteed by a foreign sovereign government or one of its agencies or
political subdivisions and debt obligations issued or guaranteed by
supranational organizations. Supranational entities include international
organizations designated or supported by governmental entities to promote
economic reconstruction or development and international banking institutions
and related government agencies. Examples include the International Bank for
Reconstruction and Development (the "World Bank"), the European Coal and Steel
Community, the Asian Development Bank and the Inter-American Development Bank.
Such supranational issued instruments may be denominated in multi-national
currency units.
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The Strategic Income Fund currently intends to invest substantially all of
its assets in fixed-income securities. In order to maintain liquidity,
however, the Strategic Income Fund may invest up to 20% of its assets in high-
quality short-term money market instruments. If at some future date, in the
opinion of SBAM, adverse conditions prevail in the market for fixed-income
securities, the Strategic Income Fund for temporary defensive purposes may
invest its assets without limit in high-quality short-term money market
instruments.
As discussed above, the Strategic Income Fund may invest in U.S. dollar-
denominated securities issued by domestic issuers that are rated below
investment grade or, if unrated, determined by SBAM to be of comparable
quality. Although SBAM does not anticipate investing in excess of 75% of the
Strategic Income Fund's assets in domestic and developing country debt
securities that are rated below investment grade, the Strategic Income Fund
may invest a greater percentage in such securities when, in the opinion of
SBAM, the yield available from such securities outweighs their additional
risks. By investing a portion of the Strategic Income Fund's assets in
securities rated below investment grade, as well as through investments in
mortgage securities and international debt securities, as described below,
SBAM expects to provide investors with a higher yield than a high-quality
domestic corporate bond fund while at the same time presenting less risk than
a fund that invests principally in securities rated below investment grade.
Certain of the debt securities in which the Strategic Income Fund may invest
may have, or be considered comparable to securities having, the lowest ratings
for non-subordinated debt instruments assigned by Moody's or S&P (i.e., rated
C by Moody's or CCC or lower by S&P). See "RISK FACTORS--High Yield/High Risk
Securities--General."
In light of the risks associated with high yield corporate and sovereign
debt securities, SBAM will take various factors into consideration in
evaluating the creditworthiness of an issuer. For corporate debt securities,
these will typically include the issuer's financial resources, its sensitivity
to economic conditions and trends, the operating history of the issuer, and
the experience and track record of the issuer's management. For sovereign debt
instruments, these will typically include the economic and political
conditions within the issuer's country, the issuer's overall and external debt
levels and debt service ratios, the issuer's access to capital markets and
other sources of funding, and the issuer's debt service payment history. SBAM
will also review the ratings, if any, assigned to the security by any
recognized rating agencies, although SBAM's judgment as to the quality of a
debt security may differ from that suggested by the rating published by a
rating service. The Strategic Income Fund's ability to achieve its investment
objective may be more dependent on SBAM's credit analysis than would be the
case if it invested in higher quality debt securities. A description of the
ratings used by Moody's and S&P is set forth in Appendix I to this Prospectus.
The high yield sovereign debt securities in which the Strategic Income Fund
may invest are U.S. dollar-denominated and non-dollar-denominated debt
securities, including Brady Bonds, that are issued or guaranteed by
governments or governmental entities of developing and emerging countries.
SBAM expects that these countries will consist primarily of those which have
issued or have announced plans to issue Brady Bonds, but the Portfolio is not
limited to investing in the debt of such countries. Brady Bonds are debt
securities issued under the framework of the Brady Plan, an initiative
announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a
mechanism for debtor nations to restructure their outstanding external
indebtedness. SBAM anticipates that the Portfolio's initial investments in
sovereign debt will be concentrated in Latin American countries, including
Mexico and Central and South American and Caribbean countries. SBAM expects to
take advantage of additional opportunities for investment in the debt of North
African countries, such as Nigeria and Morocco, Eastern European countries,
such as Poland and Hungary, and Southeast Asian countries, such as the
Philippines. Sovereign governments may include national, provincial, state,
municipal or other foreign governments with taxing authority. Governmental
entities may include the agencies and instrumentalities of such governments,
as well as state-owned enterprises. For a more detailed discussion on high
yield sovereign debt securities, see "OTHER INSTRUMENTS--5. High Yield/High
Risk Foreign Sovereign Debt Securities" in the Statement of Additional
Information.
The Strategic Income Fund will be subject to special risks as a result of
its ability to invest up to 100% of its assets in foreign securities. See
"RISK FACTORS--High Yield/High Risk Securities" and "RISK FACTORS-- Foreign
Securities" in this Prospectus. Moreover, substantial investments in foreign
securities may
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have adverse tax implications as described under "GENERAL INFORMATION--Taxes"
in this Prospectus. The ability to spread its investments among the fixed-
income markets in a number of different countries may, however, reduce the
overall level of market risk to the extent it may reduce the Strategic Income
Fund's exposure to a single market.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Strategic Income Fund
is currently authorized to use all of the various investment strategies
referred to under "RISK FACTORS--Hedging and Other Strategic Transactions."
With the exception of currency transactions, however, it is not presently
anticipated that any of these strategies will be used to a significant degree
by the Portfolio. The Statement of Additional Information contains a
description of these strategies and of certain risks associated therewith.
INVESTMENT QUALITY BOND FUND
The investment objective of the Investment Quality Bond Fund is to provide a
high level of current income consistent with the maintenance of principal and
liquidity.
Wellington Management manages the Investment Quality Bond Fund and seeks to
achieve its objective by investing primarily in a diversified portfolio of
investment grade corporate bonds and U.S. Government bonds with intermediate
to longer term maturities. Investment management will emphasize sector
analysis, which focuses on relative value and yield spreads among security
types and among quality, issuer, and industry sectors, call protection and
credit research. Credit research on corporate bonds is based on both
quantitative and qualitative criteria established by Wellington Management,
such as an issuer's industry, operating and financial profiles, business
strategy, management quality, and projected financial and business conditions.
Wellington Management will attempt to maintain a high, steady and possibly
growing income stream.
At least 65% of the Investment Quality Bond Fund's assets will be invested
in the following types of bonds:
. marketable debt securities of domestic issuers and of foreign issuers
(payable in U.S. dollars) rated at the time of purchase "A" or better by
Moody's or S&P or, if unrated, of comparable quality as determined by
Wellington Management; and
. securities issued or guaranteed as to principal or interest by the U.S.
Government or its agencies or instrumentalities, including mortgage-
backed securities (described below under U.S. Government Securities
Fund).
The balance of the Investment Quality Bond Fund's investments may include:
domestic and foreign debt securities rated below "A" by Moody's and S&P (and
unrated securities of comparable quality as determined by Wellington
Management), preferred stocks, convertible securities (including those issued
in the Euromarket) and securities carrying warrants to purchase equity
securities, privately placed debt securities, asset-backed securities and
privately issued mortgage securities. The Portfolio may also invest in cash or
cash equivalent securities which are authorized for purchase by the Money
Market Fund. At least 65% of the Investment Quality Bond Fund's assets will be
invested in bonds and debentures.
In pursuing its investment objective, the Investment Quality Bond Fund may
invest up to 20% of its assets in domestic and foreign high yield corporate
and government debt securities, commonly known as "junk bonds" (i.e., rated
"B" or below by Moody's (Moody's lowest rating is "C", See Appendix I) or "BB"
or below by S&P (S&P's lowest rating is "D", See Appendix I), or if unrated,
of comparable quality as determined by Wellington Management). No minimum
rating standard is required for a purchase by the Portfolio. The high yield
sovereign debt securities in which the Portfolio will invest are described
above under "Strategic Income Fund." Domestic and foreign high yield debt
securities involve comparatively greater risks, including price volatility and
risk of default in the payment of interest and principal, than higher-quality
securities. See "RISK FACTORS--High Yield/High Risk Securities."
The Investment Quality Bond Fund may also invest in debt securities carrying
the fourth highest quality rating ("Baa" by Moody's or "BBB" by S&P) and
unrated securities of comparable quality as determined by
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Wellington Management. While such securities are considered investment grade
and are viewed to have adequate capacity for payment of principal and
interest, investments in such securities involve a higher degree of risk than
that associated with investments in debt securities in the higher rating
categories and such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. For example, changes in
economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case
with higher grade bonds. While the Investment Quality Bond Fund may only
invest up to 20% of its assets in bonds rated below "Baa" by Moody's or "BBB"
by S&P (or, if unrated, of comparable quality as determined by Wellington
Management) at the time of investment, it is not required to dispose of
downgraded bonds that cause the Investment Quality Bond Fund to exceed this
20% maximum.
The Investment Quality Bond Fund will be subject to certain risks as a
result of its ability to invest up to 20% of its assets in foreign securities.
These risks are described under the caption "RISK FACTORS--Foreign Securities"
in this Prospectus. Moreover, substantial investments in foreign securities
may have adverse tax implications as described under "GENERAL INFORMATION--
Taxes" in this Prospectus. The Investment Quality Bond Fund may also invest in
forward commitments and warrants. See "RISK FACTORS--Warrants" and "--When-
Issued Securities ("Forward Commitments")."
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Investment Quality Bond
Fund is currently authorized to use all of the various investment strategies
referred to under "RISK FACTORS--Hedging and Other Strategic Transactions."
The Statement of Additional Information contains a description of these
strategies and of certain risks associated therewith.
NATIONAL MUNICIPAL BOND FUND
The National Municipal Bond Fund's investment objective is to achieve a high
level of current income which is exempt from regular federal income taxes,
consistent with the preservation of capital, by investing primarily in a
portfolio of municipal obligations. Salomon Brothers Asset Management Inc
(SBAM) manages the National Municipal Bond Fund and as a matter of fundamental
policy, the Portfolio will invest, under normal circumstances, at least 80% of
its net assets in municipal obligations the interest on which is exempt from
regular federal income tax. A portion of the Portfolio's dividends paid in
respect of its shares may be subject to the federal alternative minimum tax.
For a discussion on taxation of the National Municipal Bond Fund, see "GENERAL
INFORMATION--National Municipal Bond Fund--Taxation."
The Portfolio will not invest in municipal obligations that are rated below
investment grade at the time of investment. However, the Portfolio may retain
in its portfolio a municipal obligation whose rating drops below "Baa" or
"BBB" after its acquisition by the Portfolio, if SBAM considers the retention
of such obligation advisable. The Portfolio intends to emphasize investments
in municipal obligations with long-term maturities and expects to maintain an
average portfolio maturity of 20 to 30 years and an average portfolio duration
of 8 to 11 years. The average portfolio maturity and duration, however, may be
shortened from time to time depending on market conditions.
The types of obligations in which the National Municipal Bond Fund may
invest include the following:
MUNICIPAL BONDS. The Portfolio may invest in municipal bonds that are rated
at the time of purchase within the four highest ratings assigned by Moody's,
S&P or Fitch, or determined by SBAM to be of comparable quality. The four
highest ratings currently assigned by Moody's to municipal bonds are "Aaa",
"Aa", "A" and "Baa"; the four highest ratings assigned by S&P and Fitch to
municipal bonds are "AAA", "AA", "A" and "BBB". A more complete description of
the debt security ratings used by the Portfolio assigned by Moody's, S&P and
Fitch is included in Appendix I to this Prospectus.
Although municipal obligations rated in the fourth highest rating category
by Moody's (i.e., "Baa") or S&P or Fitch (i.e., "BBB") are considered
investment grade, they may be subject to greater risks than other higher rated
investment grade securities. Municipal obligations rated "Baa" by Moody's, for
example, are considered
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medium grade obligations that lack outstanding investment characteristics and
have speculative characteristics as well. Municipal obligations rated "BBB" by
S&P and Fitch are regarded as having an adequate capacity to pay principal and
interest.
Municipal bonds are debt obligations that are typically issued to obtain
funds for various public purposes, such as construction of public facilities
(e.g., airports, highways, bridges and schools). Municipal bonds at the time
of issuance are generally long-term securities with maturities of as much as
twenty years or more, but may have remaining maturities of shorter duration at
the time of purchase by the Portfolio.
MUNICIPAL NOTES. The Fund may invest in municipal notes rated at the time of
purchase "MIG1", "MIG2" (or "VMIG-1" or "VMIG-2", in the case of variable rate
demand notes), "P-2" or better by Moody's, "SP-2", "A-2" or better by S&P, or
"F-2" or better by Fitch, or if not rated, determined by SBAM to be of
comparable quality.
Municipal notes are issued to meet the short-term funding requirements of
local, regional and state governments. Municipal notes generally have
maturities at the time of issuance of three years or less. Municipal notes
that may be purchased by the Portfolio include, but are not limited to:
TAX ANTICIPATION NOTES. Tax anticipation notes ("TANs") are sold as interim
financing in anticipation of collection of taxes. An uncertainty in a
municipal issuer's capacity to raise taxes as a result of such factors as a
decline in its tax base or a rise in delinquencies could adversely affect the
issuer's ability to meet its obligations on outstanding TANs.
BOND ANTICIPATION NOTES. Bond anticipation notes ("BANs") are sold as
interim financing in anticipation of a bond sale. The ability of a municipal
issuer to meet its obligations on its BANs is primarily dependent on the
issuer's adequate access to the longer term municipal bond market and the
likelihood that the proceeds of such bond sales will be used to pay the
principal of, and interest on, BANs.
REVENUE ANTICIPATION NOTES. Revenue anticipation notes ("RANs") are sold as
interim financing in anticipation of receipt of other revenues. A decline in
the receipt of certain revenues, such as anticipated revenues from another
level of government, could adversely affect an issuer's ability to meet its
obligations on outstanding RANs.
TANs, BANs and RANs are usually general obligations of the issuer.
MUNICIPAL COMMERCIAL PAPER. The Portfolio may also purchase municipal
commercial paper that is rated at the time of purchase "P-2" or better by
Moody's, "A-2" or better by S&P, or "F-2" or better by Fitch, or if not rated,
determined by SBAM to be of comparable quality.
Municipal commercial paper that may be purchased by the Portfolio consists
of short term obligations of a municipality. Such paper is likely to be issued
to meet seasonal working capital needs of a municipality or as interim
construction financing. Municipal commercial paper, in many cases, is backed
by a letter of credit lending agreement, note repurchase agreement or other
credit facility agreement offered by banks or other institutions.
CHARACTERISTICS OF MUNICIPAL OBLIGATIONS. Municipal obligations are debt
obligations issued by or on behalf of states, cities, municipalities and other
public authorities. The two principal classifications of municipal obligations
that may be held by the Portfolio are "general obligation" securities and
"revenue" securities. General obligation securities are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue securities are payable only from the revenues
derived from a particular facility or class of facilities or, in some cases,
from the proceeds of a special excise tax or other specific revenue source
such as the user of a facility being financed. Revenue securities may include
private activity bonds. Such bonds may be issued by or on behalf of public
authorities to finance various privately operated facilities and are not
payable from the unrestricted revenues of the issuer. As a result, the credit
quality of private
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activity bonds is frequently related directly to the credit standing of
private corporations or other entities. In addition, the interest on private
activity bonds issued after August 7, 1986 is subject to the federal
alternative minimum tax. The Portfolio will not be restricted with respect to
the proportion of its assets that may be invested in such obligations.
Accordingly, the Portfolio may not be a suitable investment vehicle for
individuals or corporations that are subject to the federal alternative
minimum tax.
The National Municipal Bond Fund's portfolio may also include "moral
obligation" securities, which are normally issued by special purpose public
authorities. If the issuer of moral obligation securities is unable to meet
its debt service obligations from current revenues, it may draw on a reserve
fund, the restoration of which is a moral commitment but not a legal
obligation of the state or municipality that created the issuer.
In addition, the Portfolio may invest in municipal lease obligations
("MLOs"). MLOs are not fully backed by the municipality's credit and their
interest may become taxable if the lease is assigned. If the governmental user
does not appropriate sufficient funds for the following year's lease payments,
the lease will terminate, with the possibility of default on the MLO and loss
to the Portfolio. SBAM intends to invest more than 5% of the Portfolio's net
assets in municipal lease obligations and the Trustees of the Fund have
established procedures the Subadviser will use to examine certain factors in
evaluating the liquidity of such obligations. These factors include (i) the
frequency of trades and quotes for the MLO; (ii) the number of dealers willing
to purchase or sell such MLO and the number of other potential purchasers;
(iii) the willingness of dealers to undertake to make a market in the MLO;
(iv) the nature of the MLO and the nature of the marketplace trades (e.g., the
time needed to dispose of the security and the method of soliciting offers);
(v) the nature of the offering of such MLO (e.g., the size of the issue and
the number of anticipated holders); (vi) the ability of the MLO to maintain
its marketability throughout the time the instrument is held in the Portfolio;
and (vii) other factors, if any, which SBAM deems relevant to determining the
existence of a trading market for such MLO. The Portfolio also may invest in
resource recovery bonds, which may be general obligations of the issuing
municipality or supported by corporate or bank guarantees. The viability of
the resource recovery project, environmental protection regulations and
project operator tax incentives may affect the value and credit quality of
resource recovery bonds.
The Portfolio currently intends to invest substantially all of its assets in
obligations the interest on which is exempt from regular federal income taxes.
However, in order to maintain liquidity, the Portfolio may invest up to 20% of
its assets in taxable obligations, including taxable high-quality short-term
money market instruments. The Portfolio may invest in the following taxable
high-quality short-term money market instruments: obligations of the U.S.
Government or its agencies or instrumentalities; commercial paper of issuers
rated, at the time of purchase, "A-2" or better by S&P, "P-2" or better by
Moody's, or "F-2" or better by Fitch or which if unrated, in the opinion of
SBAM, are of comparable quality; certificates of deposit, bankers' acceptances
or time deposits of U.S. banks with total assets of at least $1 billion
(including obligations of foreign branches of such banks) and of the 75
largest foreign commercial banks in terms of total assets (including domestic
branches of such banks), and repurchase agreements with respect to such
obligations.
If at some future date, in the opinion of SBAM, adverse conditions prevail
in the market for obligations the interest on which is exempt from regular
federal income taxes, the Portfolio may invest its assets without limit in
taxable high-quality short-term money market instruments. Dividends paid by
the Portfolio that are attributable to interest derived from taxable money
market instruments will be taxable to investors.
From time to time, the Portfolio may invest more than 25% of its assets in
obligations whose interest payments are from revenues of similar projects
(such as utilities or hospitals) or whose issuers share the same geographic
location. As a result, the Portfolio may be more susceptible to a single
economic, political or regulatory development than would a portfolio of
securities with a greater variety of issuers. These developments include
proposed legislation or pending court decisions affecting the financing of
such projects and market factors affecting the demand for their services or
products.
Opinions relating to the validity of municipal obligations and to the
exemption of interest thereon from regular federal income tax are rendered by
bond counsel to the respective issuers at the time of issuance. Neither
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the Portfolio nor SBAM will review the proceedings relating to the issuance of
municipal obligations or the basis for such opinions.
ADDITIONAL INVESTMENT ACTIVITIES. Floating and Variable Rate Obligations.
Certain of the obligations that the National Municipal Bond Fund may purchase
may have a floating or variable rate of interest. Floating or variable rate
obligations bear interest at rates that are not fixed, but vary with changes
in specified market rates or indices, such as the prime rate, and at specified
intervals. Certain of the floating or variable rate obligations that may be
purchased by the Portfolio may carry a demand feature that would permit the
holder to tender them back to the issuer of the underlying instrument or to a
third party at par value prior to maturity. Such obligations include variable
rate demand notes, which are instruments issued pursuant to an agreement
between the issuer and the holder that permit the indebtedness thereunder to
vary and provide for periodic adjustments in the interest rate.
PARTICIPATION CERTIFICATES. The instruments that may be purchased by the
Portfolio include participation certificates issued by a bank, insurance
company or other financial institution in obligations owned by such
institutions or affiliated organizations that may otherwise be purchased by
the Portfolio. A participation certificate gives the Portfolio an undivided
interest in the underlying obligations in the proportion that the Portfolio's
interest bears to the total principal amount of such obligations. Certain of
such participation certificates may carry a demand feature that would permit
the holder to tender them back to the issuer or to a third party prior to
maturity.
VARIABLE RATE AUCTION SECURITIES AND INVERSE FLOATERS. The National
Municipal Bond Fund may invest in variable rate auction securities and inverse
floaters which are instruments created when an issuer or dealer separates the
principal portion of a long-term, fixed-rate municipal bond into two long-
term, variable-rate instruments. The interest rate on the variable rate
auction portion reflects short-term interest rates, while the interest rate on
the inverse floater portion is typically higher than the rate available on the
original fixed-rate bond. Changes in the interest rate paid on the portion of
the issue relative to short-term interest rates inversely affect the interest
rate paid on the latter portion of the issue. The latter portion therefore is
subject to greater price volatility than the original fixed-rate bond. Since
the market for these instruments is new, the holder of one portion may have
difficulty finding a ready purchaser. Depending on market availability, the
two portions may be recombined to form a fixed-rate municipal bond.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The National Municipal Bond
Fund is currently authorized to use only certain of the various investment
strategies referred to under "RISK FACTORS--Hedging and Other Strategic
Transactions." Specifically, the Portfolio may purchase or sell futures
contracts on (a) debt securities that are backed by the full faith and credit
of the U.S. Government, such as long-term U.S. Treasury Bonds and Treasury
Notes and (b) municipal bond indices. Currently, at least one exchange trades
futures contracts on an index of long-term municipal bonds, and the Portfolio
reserves the right to conduct futures transactions based on an index which may
be developed in the future to correlate with price movements in municipal
obligations. It is not presently anticipated that any of these strategies will
be used to a significant degree by the Portfolio. The Statement of Additional
Information contains a description of these strategies and of certain risks
associated therewith.
U.S. GOVERNMENT SECURITIES FUND
The investment objective of the U.S. Government Securities Fund is to obtain
a high level of current income consistent with preservation of capital and
maintenance of liquidity. Salomon Brothers Asset Management Inc (SBAM) manages
the U.S. Government Securities Fund and seeks to attain its objective by
investing under normal circumstances 100% of its assets in debt obligations
and mortgage-backed securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities. The securities in which the U.S. Government
Securities Fund may invest are:
(1) mortgage-backed securities guaranteed by the Government National
Mortgage Association ("GNMA"), popularly known as "Ginnie Maes," that
are supported by the full faith and credit of the
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U.S. Government and which are the "modified pass-through" type of
mortgage-backed security ("GNMA Certificates"). Such securities entitle
the holder to receive all interest and principal payments due whether or
not payments are actually made on the underlying mortgages;
(2) U.S. Treasury obligations;
(3) obligations issued or guaranteed by agencies or instrumentalities of
the U.S. Government which are backed by their own credit and may not
be backed by the full faith and credit of the U.S. Government;
(4) mortgage-backed securities guaranteed by agencies or instrumentalities
of the U.S. Government which are supported by their own credit but not
the full faith and credit of the U.S. Government, such as the Federal
Home Loan Mortgage Corporation and the Federal National Mortgage
Association; and
(5) collateralized mortgage obligations issued by private issuers for
which the underlying mortgage-backed securities serving as collateral
are backed (i) by the credit alone of the U.S. Government agency or
instrumentality which issues or guarantees the mortgage-backed
securities, or (ii) by the full faith and credit of the U.S.
Government.
The mortgage-backed securities in which the U.S. Government Securities Fund
invests represent participating interests in pools of residential mortgage
loans which are guaranteed by the U.S. Government, its agencies or
instrumentalities of the U.S. Government. However, the guarantee of these
types of securities runs only to the principal and interest payments and not
to the market value of such securities. In addition, the guarantee only runs
to the portfolio securities held by the U.S. Government Securities Fund and
not to the purchase of shares of the Portfolio.
Mortgage-backed securities are issued by lenders such as mortgage bankers,
commercial banks, and savings and loan associations. Such securities differ
from conventional debt securities which provide for periodic payment of
interest in fixed amounts (usually semiannually) with principal payments at
maturity or specified call dates. Mortgage-backed securities provide monthly
payments which are, in effect, a "pass-through" of the monthly interest and
principal payments (including any prepayments) made by the individual
borrowers on the pooled mortgage loans. Principal prepayments result from the
sale of the underlying property or the refinancing or foreclosure of
underlying mortgages.
The yield of mortgage-backed securities is based on the average life of the
underlying pool of mortgage loans, which is computed on the basis of the
maturities of the underlying instruments. The actual life of any particular
pool may be shortened by unscheduled or early payments of principal and
interest. The occurrence of prepayments is affected by a wide range of
economic, demographic and social factors and, accordingly, it is not possible
to accurately predict the average life of a particular pool. For pools of
fixed rate 30-year mortgages, it has been common practice to assume that
prepayments will result in a 12-year average life. The actual prepayment
experience of a pool of mortgage loans may cause the yield realized by the
U.S. Government Securities Fund to differ from the yield calculated on the
basis of the average life of the pool. In addition, if any of these mortgage-
backed securities are purchased at a premium, the premium may be lost in the
event of early prepayment which may result in a loss to the Portfolio.
Prepayments tend to increase during periods of falling interest rates, while
during periods of rising interest rates prepayments will most likely decline.
Reinvestment by the U.S. Government Securities Fund of scheduled principal
payments and unscheduled prepayments may occur at higher or lower rates than
the original investment, thus affecting the yield of the Portfolio. Monthly
interest payments received by the Portfolio have a compounding effect which
will increase the yield to shareholders as compared to debt obligations that
pay interest semiannually. Because of the reinvestment of prepayments of
principal at current rates, mortgage-backed securities may be less effective
than Treasury bonds of similar maturity at maintaining yields during periods
of declining interest rates. Also, although the value of debt securities may
increase as interest rates decline, the value of these pass-through type of
securities may not increase as much due to the prepayment feature.
While the Portfolio seeks a high level of current income, it cannot invest
in instruments such as lower grade corporate obligations which offer higher
yields but are subject to greater risks. The Portfolio will not knowingly
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invest in a high risk mortgage security. The term "high risk mortgage
security" is defined generally as any mortgage security that exhibits greater
price volatility than a benchmark security, the Federal National Mortgage
Association current coupon 30-year mortgage-backed pass through security.
Shares of the Portfolio are neither insured nor guaranteed by the U.S.
Government, its agencies or instrumentalities.
In order to make the U.S. Government Securities Fund an eligible investment
for federal credit unions ("FCUs"), federal savings and loan institutions and
national banks, the Portfolio will invest in U.S. Government securities that
are eligible for investment by such institutions without limitation, and will
also generally be managed so as to qualify as an eligible investment for such
institutions. The Portfolio will comply with all investment limitations
applicable to FCUs including (i) the requirement that a FCU may only purchase
collateralized mortgage obligations which would meet the high risk securities
test of Part 703 of the National Credit Union Administration Rules and
Regulations or would be held solely to reduce interest rate risk and (ii) the
requirement that a FCU may not purchase zero coupon securities having
maturities greater than ten years.
The ability of the U.S. Government Securities Fund to provide a high level
of current income is restrained because that Portfolio invests predominantly
in U.S. Government bonds; debt obligations and mortgage-backed securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; and U.S. dollar-denominated money market instruments,
respectively.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The U.S. Government
Securities Fund is not currently authorized to use any of the various
investment strategies referred to under "RISK FACTORS--Hedging and Other
Strategic Transactions." However, such strategies may be used in the future by
the Portfolio. The Statement of Additional Information contains a description
of these strategies and of certain risks associated therewith.
MONEY MARKET FUND
The investment objective of the Money Market Fund is to obtain maximum
current income consistent with preservation of principal and liquidity as is
available from short-term investments. MAC manages the Money Market Fund and
seeks to achieve this objective by investing in high quality, U.S. dollar-
denominated money market instruments of the following types:
(1) obligations issued or guaranteed as to principal or interest by the
U.S. Government, or any agency or authority controlled or supervised by and
acting as an instrumentality of the U.S. Government pursuant to authority
granted by Congress (hereinafter "U.S. Government securities");
(2) certificates of deposit, bank notes, time deposits, Eurodollars,
Yankee obligations and bankers' acceptances of U.S. banks, foreign branches
of U.S. banks, foreign banks and U.S. savings and loan associations which
at the date of investment have capital, surplus and undivided profits as of
the date of their most recent published financial statements in excess of
$100,000,000 (or less than $100,000,000 if the principal amount of such
bank obligations is insured by the Federal Deposit Insurance Corporation or
the Savings Association Insurance Fund);
(3) commercial paper which at the date of investment is rated (or
guaranteed by a company whose commercial paper is rated) within the two
highest rating categories by any nationally recognized statistical rating
organization ("NRSRO") (such as "P-1" or "P-2" by Moody's or "A-1" or "A-2"
by S&P) or, if not rated, is issued by a company which MAC, acting pursuant
to guidelines established by the Trustees, has determined to be of minimal
credit risk and comparable quality;
(4) corporate obligations maturing in 397 days or less which at the date
of investment are rated within the two highest rating categories by any
NRSRO (such as "Aa" or higher by Moody's or "AA" or higher by S&P);
(5) short-term obligations issued by state and local governmental
issuers;
(6) obligations of foreign governments, including Canadian and Provincial
Government and Crown Agency Obligations;
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(7) securities that have been structured to be eligible money market
instruments such as participation interests in special purpose trusts that
meet the quality and maturity requirements in whole or in part due to
arrangements for credit enhancement or for shortening effective maturity;
and
(8) repurchase agreements with respect to any of the foregoing
obligations (without limitation).
Commercial paper may include variable amount master demand notes, which are
obligations that permit investment of fluctuating amounts at varying rates of
interest. Such notes are direct lending arrangements between the Money Market
Fund and the note issuer, and MAC will monitor the creditworthiness of the
issuer and its earning power and cash flow, and will also consider situations
in which all holders of such notes would redeem at the same time. Variable
amount master demand notes are redeemable on demand.
The Money Market Fund will invest only in U.S. dollar-denominated
instruments. All of the Money Market Fund's investments will mature in 397
days or less and the Portfolio will maintain a dollar-weighted average
portfolio maturity of 90 days or less. By limiting the maturity of its
investments, the Money Market Fund seeks to lessen the changes in the value of
its assets caused by fluctuations in short-term interest rates. Due to the
short maturities of its investments, the Money Market Fund will tend to have a
lower yield than, and the value of its underlying investments will be less
volatile than the investments of, portfolios that invest in longer-term
securities. In addition, the Money Market Fund will invest only in securities
the Trustees determine to present minimal credit risks and which at the time
of purchase are "eligible securities" as defined by Rule 2a-7 under the 1940
Act. Generally, eligible securities must be rated by a NRSRO in one of the two
highest rating categories for short-term debt obligations or be of comparable
quality. The Money Market Fund also intends to maintain a stable per share net
asset value of $1.00, although there is no assurance that it will be able to
do so.
The Money Market Fund will be subject to certain risks as a result of its
ability to invest up to 20% of its assets in foreign securities. See "RISK
FACTORS--Foreign Securities" in this Prospectus. Moreover, substantial
investments in foreign securities may have adverse tax implications as
described under "GENERAL INFORMATION--Taxes" in this Prospectus.
USE OF HEDGING AND OTHER STRATEGIC TRANSACTIONS. The Money Market Fund is
not authorized to use any of the various investment strategies referred to
under "RISK FACTORS--Hedging and Other Strategic Transactions."
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RISK FACTORS
INVESTMENT RESTRICTIONS GENERALLY
The Fund is subject to a number of restrictions in pursuing its investment
objectives and policies. Such restrictions generally serve to limit investment
practices that may subject the Fund to investment and market risk. The
following is a brief summary of certain restrictions that may be of interest
to investors. Some of these restrictions are subject to exceptions not stated
here. Such exceptions and a complete list of the investment restrictions
applicable to the individual Portfolios and to the Fund are set forth in the
Statement of Additional Information under the caption "INVESTMENT
RESTRICTIONS."
Except for the restrictions specifically identified as fundamental, all
investment restrictions described in this Prospectus and in the Statement of
Additional Information are not fundamental, so that the Trustees of the Fund
may change them without shareholder approval. Fundamental policies may not be
changed without the affirmative vote of a majority of the outstanding voting
securities.
Fundamental policies applicable to all Portfolios include prohibitions on
(i) investing more than 25% of the total assets of any Portfolio in the
securities of issuers having their principal activities in any particular
industry (with exceptions for U.S. Government securities and, with respect to
the Money Market Fund, obligations of domestic branches of U.S. banks, and
with respect to the National Municipal Bond Fund, obligations issued or
guaranteed by any state or territory, and possession of the United States, the
District of Columbia, or any of their authorities, agencies, instrumentalities
or political subdivisions) (for purposes of this restriction, except with
regard to the Emerging Growth Fund, supranational issuers will be considered
to comprise an industry as will each foreign government that issues securities
purchased by a Portfolio); (ii) borrowing money, except for temporary or
emergency purposes (but not for leveraging) and then not in excess of 33 1/3%
of the value of the total assets of the Portfolio at the time the borrowing is
made (as a nonfundamental investment policy, a Portfolio will not purchase
additional securities at any time its borrowings, other than reverse
repurchase agreements, mortgage dollar rolls and other similar transactions,
exceed 5% of total assets) and except in connection with reverse repurchase
agreements, mortgage dollar rolls and other similar transactions; and (iii)
(except the Emerging Growth Fund) purchasing securities of any issuer if the
purchase would cause more than 5% of the value of a Portfolio's total assets
to be invested in the securities of any one issuer (excluding U.S. Government
securities and bank obligations) or cause more than 10% of the voting
securities of the issuer to be held by a Portfolio, except that up to 25% of
the value of each Portfolio's total assets (except the Money Market Fund) may
be invested without regard to this restriction.
Restrictions that apply to all Portfolios that are not fundamental include
prohibitions on (i) knowingly investing more than 10% (except the Tax-
Sensitive Equity Fund and the Emerging Growth Fund, which may not invest more
than 15%) of the net assets of any Portfolio in "illiquid" securities
(including repurchase agreements maturing in more than seven days but
excluding master demand notes); (ii) pledging, hypothecating, mortgaging or
transferring more than 10% of the total assets of any Portfolio as security
for indebtedness (except that the applicable percent is 33 1/3% in the case of
the Equity-Income Fund, 15% in the case of the International Small Cap, Growth
Equity and Balanced Funds); and (iii) purchasing securities of other
investment companies, other than in connection with a merger, consolidation or
reorganization, if the purchase would cause more than 10% of the value of a
Portfolio's total assets to be invested in investment company securities.
Finally, the Money Market Fund is subject to certain restrictions required
by Rule 2a-7 under the 1940 Act. In order to comply with such restrictions,
the Money Market Fund will, among other things, not purchase the securities of
any issuer if it would cause (i) more than 5% of its total assets to be
invested in the securities of any one issuer (excluding U.S. Government
securities and repurchase agreements fully collateralized by U.S. Government
securities), except as permitted by Rule 2a-7 for certain securities for a
period of up to three business days after purchase, (ii) more than 5% of its
total assets to be invested in "second tier securities," as defined by Rule
2a-7, or (iii) more than the greater of $1 million or 1% of its total net
assets to be invested in the second tier securities of that issuer.
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HIGH YIELD/HIGH RISK SECURITIES
The Strategic Income Fund may invest without limitation, the Investment
Quality Bond Fund may invest up to 20% of its assets, the Equity-Income Fund
may invest up to 10% of its assets, and the Balanced, International Small Cap
and Growth Equity Funds may each invest up to 5% of its assets, in "high
yield" securities (commonly known as "junk bonds"). High yield securities
include debt instruments that have an equity security attached to it. In
addition, the International Small Cap, Strategic Income and Investment Quality
Bond Funds expect that a significant portion of their assets may be invested
in Brady Bonds. Securities rated below investment grade and comparable unrated
securities offer yields that fluctuate over time, but generally are superior
to the yields offered by higher rated securities. However, securities rated
below investment grade also involve greater risks than higher rated
securities. Under rating agency guidelines, medium- and lower-rated securities
and comparable unrated securities will likely have some quality and protective
characteristics that are outweighed by large uncertainties or major risk
exposures to adverse conditions. Certain of the debt securities in which the
Portfolios may invest may have, or be considered comparable to securities
having, the lowest ratings for non-subordinated debt instruments assigned by
Moody's or S&P (i.e., rated C by Moody's or CCC or lower by S&P). These
securities are considered to have extremely poor prospects of ever attaining
any real investment standing, to have a current identifiable vulnerability to
default, to be unlikely to have the capacity to pay interest and repay
principal when due in the event of adverse business, financial or economic
conditions, and/or to be in default or not current in the payment of interest
or principal. Such securities are considered speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations. Accordingly, it is possible that these types of
factors could, in certain instances, reduce the value of securities held by
the Portfolio with a commensurate effect on the value of the Portfolio's
shares. The Strategic Income Fund may invest without limitation in high yield
debt securities, and accordingly, should not be considered as a complete
investment program for all investors.
Because the Strategic Income and Investment Quality Bond Funds will invest
primarily in fixed-income securities, the net asset value of each Portfolio's
shares can be expected to change as general levels of interest rates
fluctuate, although the market values of securities rated below investment
grade and comparable unrated securities tend to react less to fluctuations in
interest rate levels than do those of higher-rated securities. Except to the
extent that values are affected independently by other factors such as
developments relating to a specific issuer, when interest rates decline, the
value of a fixed-income portfolio can generally be expected to rise.
Conversely, when interest rates rise, the value of a fixed-income portfolio
can generally be expected to decline.
The secondary markets for high yield corporate and sovereign debt securities
are not as liquid as the secondary markets for higher rated securities. The
secondary markets for high yield debt securities are concentrated in
relatively few market makers and participants in the market are mostly
institutional investors, including insurance companies, banks, other financial
institutions and mutual funds. In addition, the trading volume for high yield
debt securities is generally lower than that for higher-rated securities and
the secondary markets could contract under adverse market or economic
conditions independent of any specific adverse changes in the condition of a
particular issuer. These factors may have an adverse effect on a Fund's
ability to dispose of particular portfolio investments and may limit the
ability of those Portfolios to obtain accurate market quotations for purposes
of valuing securities and calculating net asset value. If a Portfolio is not
able to obtain precise or accurate market quotations for a particular
security, it will become more difficult for the Trustees to value such
Portfolio's investment portfolio and the Fund's Trustees may have to use a
greater degree of judgment in making such valuations. Less liquid secondary
markets may also affect a Portfolio's ability to sell securities at their fair
value. In addition, each Portfolio may invest up to 10% of its net assets,
measured at the time of investment, in illiquid securities, which may be more
difficult to value and to sell at fair value. If the secondary markets for
high yield debt securities are affected by adverse economic conditions, the
proportion of a Portfolio's assets invested in illiquid securities may
increase.
CORPORATE DEBT SECURITIES.
While the market values of securities rated below investment grade and
comparable unrated securities tend to react less to fluctuations in interest
rate levels than do those of higher-rated securities, the market values of
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certain of these securities also tend to be more sensitive to individual
corporate developments and changes in economic conditions than higher-rated
securities. In addition, such securities generally present a higher degree of
credit risk. Issuers of these securities are often highly leveraged and may
not have more traditional methods of financing available to them, so that
their ability to service their debt obligations during an economic downturn or
during sustained periods of rising interest rates may be impaired. The risk of
loss due to default by such issuers is significantly greater than with
investment grade securities because such securities generally are unsecured
and frequently are subordinated to the prior payment of senior indebtedness.
FOREIGN SOVEREIGN DEBT SECURITIES.
Investing in foreign sovereign debt securities will expose a Portfolio to
the direct or indirect consequences of political, social or economic changes
in the developing and emerging countries that issue the securities. The
ability and willingness of sovereign obligors in developing and emerging
countries or the governmental authorities that control repayment of their
external debt to pay principal and interest on such debt when due may depend
on general economic and political conditions within the relevant country.
Countries such as those in which the Portfolios may invest have historically
experienced, and may continue to experience, high rates of inflation, high
interest rates, exchange rate trade difficulties and extreme poverty and
unemployment. Many of these countries are also characterized by political
uncertainty or instability. Additional factors which may influence the ability
or willingness to service debt include, but are not limited to, a country's
cash flow situation, the availability of sufficient foreign exchange on the
date a payment is due, the relative size of its debt service burden to the
economy as a whole, and its government's policy towards the International
Monetary Fund, the World Bank and other international agencies.
The ability of a foreign sovereign obligor to make timely payments on its
external debt obligations will also be strongly influenced by the obligor's
balance of payments, including export performance, its access to international
credits and investments, fluctuations in interest rates and the extent of its
foreign reserves. A country whose exports are concentrated in a few
commodities or whose economy depends on certain strategic imports could be
vulnerable to fluctuations in international prices of these commodities or
imports. To the extent that a country receives payment for its exports in
currencies other than dollars, its ability to make debt payments denominated
in dollars could be adversely affected. If a foreign sovereign obligor cannot
generate sufficient earnings from foreign trade to service its external debt,
it may need to depend on continuing loans and aid from foreign governments,
commercial banks and multilateral organizations, and inflows of foreign
investment. The commitment on the part of these foreign governments,
multilateral organizations and others to make such disbursements may be
conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds, which may further impair the obligor's
ability or willingness to timely service its debts. The cost of servicing
external debt will also generally be adversely affected by rising
international interest rates, because many external debt obligations bear
interest at rates which are adjusted based upon international interest rates.
The ability to service external debt will also depend on the level of the
relevant government's international currency reserves and its access to
foreign exchange. Currency devaluations may affect the ability of a sovereign
obligor to obtain sufficient foreign exchange to service its external debt.
As a result of the foregoing, a governmental obligor may default on its
obligations. If such an event occurs, the Portfolio may have limited legal
recourse against the issuer and/or guarantor. Remedies must, in some cases, be
pursued in the courts of the defaulting party itself, and the ability of the
holder of foreign sovereign debt securities to obtain recourse may be subject
to the political climate in the relevant country. In addition, no assurance
can be given that the holders of commercial bank debt will not contest
payments to the holders of other foreign sovereign debt obligations in the
event of default under their commercial bank loan agreements.
Sovereign obligors in developing and emerging countries are among the
world's largest debtors to commercial banks, other governments, international
financial organizations and other financial institutions. These
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<PAGE>
obligors have in the past experienced substantial difficulties in servicing
their external debt obligations, which led to defaults on certain obligations
and the restructuring of certain indebtedness. Restructuring arrangements have
included, among other things, reducing and rescheduling interest and principal
payments by negotiating new or amended credit agreements or converting
outstanding principal and unpaid interest to Brady Bonds, and obtaining new
credit to finance interest payments. Holders of certain foreign sovereign debt
securities may be requested to participate in the restructuring of such
obligations and to extend further loans to their issuers. There can be no
assurance that the Brady Bonds and other foreign sovereign debt securities in
which the Portfolios may invest will not be subject to similar restructuring
arrangements or to requests for new credit which may adversely affect a
Portfolio's holdings. Furthermore, certain participants in the secondary
market for such debt may be directly involved in negotiating the terms of
these arrangements and may therefore have access to information not available
to other market participants.
In addition to high yield foreign sovereign debt securities, many of the
Portfolios may also invest in investment grade foreign securities. For a
discussion of such securities and their associated risks, see "Foreign
Securities" below.
FOREIGN SECURITIES
Each of the portfolios, other than the U.S. Government Securities and
National Municipal Bond Funds, may invest in securities of foreign issuers.
Such foreign securities may be denominated in foreign currencies, except with
respect to the Money Market Fund which may only invest in U.S. dollar-
denominated securities of foreign issuers. The International Small Cap, Tax-
Sensitive Equity, Global Equity, International Growth and Income and Strategic
Income Funds may each, without limitation, invest up to 100% of its assets in
securities issued by foreign entities and/or denominated in foreign
currencies. The Balanced and Growth Equity Funds may each invest up to 30% of
its assets, the Equity-Income Fund up to 25% of its assets, and each of the
other portfolios (other than the U.S. Government Securities and National
Municipal Bond Funds) up to 20% of its assets in securities issued by foreign
entities and/or denominated in foreign currencies. (In the case of the
Small/Mid Cap, Growth Equity and Balanced Funds, ADRs and U.S. dollar
denominated securities are not included in the percentage limitation.). The
types of foreign securities in which the Money Market Fund may invest are set
forth above under "INVESTMENT PORTFOLIOS--Money Market Fund." The U.S.
Government Securities and National Municipal Bond Funds may not invest in
foreign securities.
Securities of foreign issuers include obligations of foreign branches of
U.S. banks and of foreign banks, common and preferred stocks, debt securities
issued by foreign governments, corporations and supranational organizations,
and American Depository Receipts, European Depository Receipts and Global
Depository Receipts ("ADRs", "EDRs" and "GDRs", respectively). ADRs are U.S.
dollar-denominated securities backed by foreign securities deposited in a U.S.
securities depository. ADRs are created for trading in the U.S. markets. The
value of an ADR will fluctuate with the value of the underlying security,
reflect any changes in exchange rates and otherwise involve risks associated
with investing in foreign securities. ADRs in which the Portfolios may invest
may be sponsored or unsponsored. There may be less information available about
foreign issuers of unsponsored ADRs. EDRs and GDRs are receipts evidencing an
arrangement with a non-U.S. bank similar to that for ADRs and are designed for
use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted
in the same currency as the underlying security.
Foreign securities may be subject to foreign government taxes which reduce
their attractiveness. See "GENERAL INFORMATION--Taxes." In addition, investing
in securities denominated in foreign currencies and in the securities of
foreign issuers, particularly non-governmental issuers, involves risks which
are not ordinarily associated with investing in domestic issuers. These risks
include political or economic instability in the country involved and the
possibility of imposition of currency controls. Since certain Portfolios may
invest in securities denominated or quoted in currencies other than the U.S.
dollar, changes in foreign currency exchange rates may affect the value of
investments in the Portfolio and the unrealized appreciation or depreciation
of investments insofar as U.S. investors are concerned. Foreign currency
exchange rates are determined by forces of supply and demand on the foreign
exchange markets. These forces are, in turn, affected
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<PAGE>
by the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. The
Portfolios may incur transaction charges in exchanging foreign currencies.
There may be less publicly available information about a foreign issuer than
a domestic issuer. Foreign issuers, including foreign branches of U.S. banks,
are subject to different accounting and reporting requirements which are
generally less extensive than the requirements applicable to domestic issuers.
Foreign stock markets (other than Japan) have substantially less volume than
the U.S. exchanges and securities of foreign issuers are generally less liquid
and more volatile than those of comparable domestic issuers. These risks are
heightened in the case of emerging markets. There is frequently less
governmental regulation of exchanges, broker-dealers and issuers than in the
United States, and brokerage costs may be higher. In addition, investments in
foreign companies may be subject to the possibility of nationalization,
withholding of dividends at the source, expropriation or confiscatory
taxation, currency blockage, political or economic instability or diplomatic
developments that could adversely affect the value of those investments.
Finally, in the event of a default on any foreign obligation, it may be
difficult for the Fund to obtain or to enforce a judgment against the issuer.
Foreign markets, especially emerging markets, may have different clearance
and settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when a portion of the assets of a
Portfolio is uninvested and no return is earned thereon. The inability of a
Portfolio to make intended security purchases due to settlement could cause
the Portfolio to miss attractive investment opportunities. Inability to
dispose of portfolio securities due to settlement problems could result in
losses to a Portfolio due to subsequent declines in values of the portfolio
securities or, if the Portfolio has entered into a contract to sell the
security, possible liability to the purchaser. Certain foreign markets,
especially emerging markets, may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. A Portfolio could be adversely affected by
delays in, or a refusal to grant, any required governmental approval for
repatriation of capital, as well as by the application to the Portfolio of any
restrictions on investments.
In addition to the foreign securities listed above, the International Small
Cap, Strategic Income, Investment Quality Bond, Growth Equity and Balanced
Funds may also invest in foreign sovereign debt securities, which involve
certain additional risks. See "RISK FACTORS--High Yield/High Risk Securities--
Foreign Sovereign Debt Securities" above.
WARRANTS
Subject to certain restrictions, each of the Portfolios except the National
Municipal Bond and Money Market Funds may purchase warrants, including
warrants traded independently of the underlying securities. Warrants are
rights to purchase securities at specific prices valid for a specific period
of time. Their prices do not necessarily move parallel to the prices of the
underlying securities, and warrant holders receive no dividends and have no
voting rights or rights with respect to the assets of an issuer. Warrants
cease to have value if not exercised prior to the expiration date. It is a
non-fundamental investment restriction of each Portfolio (except the Emerging
Growth Fund and the Tax-Sensitive Equity Fund) not to purchase warrants if as
a result that Portfolio would then have more than 10% of its total net assets
invested in warrants, or if more than 5% of the value of the Portfolio's total
net assets would be invested in warrants which are not listed on a recognized
United States or foreign stock exchange, except for warrants included in units
or attached to other securities.
LENDING PORTFOLIO SECURITIES
To attempt to increase its income, each Portfolio may lend its portfolio
securities in amounts up to 33% of its total non-cash assets to brokers,
dealers and other financial institutions, provided such loans are callable at
any time by the Portfolio and are at all times fully secured by cash, cash
equivalents or securities issued or guaranteed by the U.S. government or its
agencies or instrumentalities, marked to market to the value of loaned
securities on a daily basis. As with any extensions of credit, there may be
risks of delay in recovery and in some
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cases even loss of rights in the collateral should the borrower of the
securities fail financially. However, these loans of portfolio securities will
only be made to firms deemed by the Subadvisers to be creditworthy.
WHEN-ISSUED SECURITIES ("FORWARD COMMITMENTS")
In order to help ensure the availability of suitable securities, each of the
Portfolios may purchase debt securities on a "when-issued" or on a "forward
delivery" basis, which means that the obligations will be delivered to the
Portfolio at a future date, which may be a month or more after the date of
commitment (referred to as "forward commitments"). It is expected that, under
normal circumstances, a Portfolio purchasing securities on a when-issued or
forward delivery basis will take delivery of the securities, but the Portfolio
may sell the securities before the settlement date, if such action is deemed
advisable. In general, a Portfolio does not pay for the securities or start
earning interest on them until the purchase of the obligation is scheduled to
be settled, but it does, in the meantime, record the transaction and reflect
the value each day of the securities in determining its net asset value. At
the time delivery is made, the value of when-issued or forward delivery
securities may be more or less than the transaction price, and the yields then
available in the market may be higher than those obtained in the transaction.
While awaiting delivery of the obligations purchased on such bases, a
Portfolio will establish a segregated account consisting of cash or liquid
high quality debt securities equal to the amount of the commitments to
purchase when-issued or forward delivery securities. The availability of
liquid assets for this purpose and the effect of asset segregation on a
Portfolio's ability to meet its current obligations, to honor requests for
redemption and to have its investment portfolio managed properly will limit
the extent to which the Portfolio may purchase when-issued or forward delivery
securities. Except as may be imposed by these factors, there is no limit on
the percentage of a Portfolio's total assets that may be committed to such
transactions.
HEDGING AND OTHER STRATEGIC TRANSACTIONS
Individual Portfolios may be authorized to use a variety of investment
strategies described below for hedging purposes only, including hedging
various market risks (such as interest rates, currency exchange rates and
broad or specific market movements), and managing the effective maturity or
duration of debt instruments held by the Portfolio. The description in this
Prospectus of each Portfolio indicates which, if any, of these types of
transactions may be used by the Portfolio. Limitations on the portion of a
Portfolio's assets that may be used in connection with the investment
strategies described below are set out in the Statement of Additional
Information.
Subject to the constraints described above, an individual Portfolio may (if
and to the extent so authorized) purchase and sell (or write) exchange-listed
and over-the-counter put and call options on securities, index futures
contracts, financial futures contracts and fixed-income indices and other
financial instruments, enter into financial futures contracts, enter into
interest rate transactions, and enter into currency transactions
(collectively, these transactions are referred to in this Prospectus as
"Hedging and Other Strategic Transactions"). Other Strategic Transactions are
also referred to as derivative transactions. A "derivative" is generally
defined as an instrument whose value is based upon, or derived from, some
underlying index, reference rate (e.g. interest rate or currency exchange
rate, security, commodity or other asset). Portfolio's interest rate
transactions may take the form of swaps, caps, floors and collars, and a
Portfolio's currency transactions may take the form of currency forward
contracts, currency futures contracts, currency swaps and options on
currencies or currency futures contracts.
Hedging and Other Strategic Transactions may generally be used to attempt to
protect against possible changes in the market value of securities held or to
be purchased by a Portfolio resulting from securities markets or currency
exchange rate fluctuations, to protect a Portfolio's unrealized gains in the
value of its securities, to facilitate the sale of those securities for
investment purposes, to manage the effective maturity or duration of a
Portfolio's securities or to establish a position in the derivatives markets
as a temporary substitute for purchasing or selling particular securities. A
Portfolio may use any or all types of Hedging and Other Strategic Transactions
which it is authorized to use at any time; no particular strategy will dictate
the use of one type of transaction rather than another, as use of any
authorized Hedging and Other Strategic Transaction will be a function of
numerous variables, including market conditions. The ability of a Portfolio to
utilize Hedging and Other Strategic
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Transactions successfully will depend on, in addition to the factors described
above, the Subadviser's ability to predict pertinent market movements, which
cannot be assured. These skills are different from those needed to select a
Portfolio's securities. None of the Portfolios is a "commodity pool" (i.e., a
pooled investment vehicle which trades in commodity futures contracts and
options thereon and the operator of which is registered with the Commodity
Futures Trading Commission (the "CFTC")). Futures contracts and options on
futures contracts will be purchased, sold or entered into only for bona fide
hedging to the extent permitted by CFTC regulations. The use of certain
Hedging and Other Strategic Transactions will require that a Portfolio
segregate cash or other liquid assets to the extent a Portfolio's obligations
are not otherwise "covered" through ownership of the underlying security,
financial instrument or currency. Risks associated with Hedging and Other
Strategic Transactions are described in "HEDGING AND OTHER STRATEGIC
TRANSACTIONS--Risk Factors" in the Statement of Additional Information. A
detailed discussion of various Hedging and Other Strategic Transactions,
including applicable regulations of the CFTC and the requirement to segregate
assets with respect to these transactions, also appears in the Statement of
Additional Information.
ILLIQUID SECURITIES
Each of the portfolios (except the Tax-Sensitive Equity Fund and the
Emerging Growth Fund, which may not invest more than 15%) is precluded from
investing in excess of 10% of its net assets in securities that are not
readily marketable. Investment in illiquid securities involves the risk that,
because of the lack of consistent market demand for such securities, a
Portfolio may be forced to sell them at a discount from the last offer price.
Excluded from the 10% limitation (or 15% with regard to the Tax-Sensitive
Equity Fund and the Emerging Growth Fund) are securities that are restricted
as to resale but for which a ready market is available pursuant to exemption
provided by Rule 144A adopted under the Securities Act of 1933, as amended
(the "1933 Act") or other exemptions from the registration requirements of the
1933 Act. Whether securities sold pursuant to Rule 144A are readily marketable
for purposes of the Fund's investment restriction is a determination to be
made by the Subadvisers, subject to the Trustees' oversight and for which the
Trustees are ultimately responsible. The Subadvisers will also monitor the
liquidity of Rule 144A securities held by the Portfolios for which they are
responsible. To the extent Rule 144A securities held by a Portfolio should
become illiquid because of a lack of interest on the part of qualified
institutional investors, the overall liquidity of the Portfolio could be
adversely affected. In addition, the Money Market Fund may invest in
commercial paper issued in reliance on the exemption from registration
afforded by Section 4(2) of the 1933 Act. Section 4(2) commercial paper is
restricted as to the disposition under federal securities law, and is
generally sold to institutional investors, such as the Fund, who agree that
they are purchasing the paper for investment purposes and not with a view to
public distribution. Any resale by the purchaser must be made in an exempt
transaction. Section 4(2) commercial paper is normally resold to other
institutional investors like the Money Market Fund through or with the
assistance of the issuer or investment dealers who make a market in Section
4(2) commercial paper, thus providing liquidity. The Money Market Fund's
subadviser believes that Section 4(2) commercial paper meets its criteria for
liquidity and is quite liquid. The Money Market Fund intends, therefore, to
treat Section 4(2) commercial paper as liquid and not subject to the
investment limitation applicable to illiquid securities. The Money Market
Fund's subadviser will monitor the liquidity of Section 4(2) commercial paper
held by the Money Market Fund, subject to the Trustees' oversight and for
which the Trustees are ultimately responsible.
REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS
Each of the Portfolios may enter into repurchase agreements and reverse
repurchase agreements. Repurchase agreements involve the acquisition by a
Portfolio of debt securities subject to an agreement to resell them at an
agreed-upon price. Under a repurchase agreement, at the time the Portfolio
acquires a security, it agrees to resell it to the original seller (a
financial institution or broker/dealer which meets the guidelines established
by the Trustees) and must deliver the security (and/or securities that may be
added to or substituted for it under the repurchase agreement) to the original
seller on an agreed-upon date in the future. The repurchase price is in excess
of the purchase price. The arrangement is in economic effect a loan
collateralized by securities.
The Trustees have adopted procedures that establish certain
creditworthiness, asset and collateralization requirements for the
counterparties to a Portfolio's repurchase agreements. The Trustees will
regularly monitor
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the use of repurchase agreements and the Subadvisers will, pursuant to
procedures adopted by the Trustees, continuously monitor the amount of
collateral held with respect to a repurchase transaction so that it equals or
exceeds the amount of the obligation.
A Portfolio's risk in a repurchase transaction is limited to the ability of
the seller to pay the agreed-upon sum on the delivery date. In the event of
bankruptcy or other default by the seller, there may be possible delays and
expenses in liquidating the instrument purchased, decline in its value and
loss of interest. Securities subject to repurchase agreements will be valued
every business day and additional collateral will be requested if necessary so
that the value of the collateral is at least equal to the value of the
repurchase obligation, including the interest accrued thereon.
Each Portfolio of the Fund may enter into "reverse" repurchase agreements.
Under a reverse repurchase agreement, a Portfolio may sell a debt security and
agree to repurchase it at an agreed upon time and at an agreed upon price. The
Portfolio retains record ownership of the security and the right to receive
interest and principal payments thereon. At an agreed upon future date, the
Portfolio repurchases the security by remitting the proceeds previously
received, plus interest. The difference between the amount the Portfolio
receives for the security and the amount it pays on repurchase is deemed to be
payment of interest. The Portfolio will maintain in a segregated custodial
account cash, Treasury bills or other U.S. Government securities having an
aggregate value equal to the amount of such commitment to repurchase including
accrued interest, until payment is made. In certain types of agreements, there
is no agreed-upon repurchase date and interest payments are calculated daily,
often based on the prevailing overnight repurchase rate. While a reverse
repurchase agreement may be considered a form of leveraging and may,
therefore, increase fluctuations in a Portfolio's net asset value per share,
each Portfolio will cover the transaction as described above.
MORTGAGE DOLLAR ROLLS
Each Portfolio of the Fund (except the Money Market Fund) may enter into
mortgage dollar rolls. Under a mortgage dollar roll, a Portfolio sells
mortgage-backed securities for delivery in the future (generally within 30
days) and simultaneously contracts to repurchase substantially similar (same
type, coupon and maturity) securities on a specified future date. During the
roll period, the Portfolio forgoes principal and interest paid on the
mortgage-backed securities. A Portfolio is compensated by the difference
between the current sale price and the lower forward price for the future
purchase (often referred to as the "drop") as well as by the interest earned
on the cash proceeds of the initial sale. A Portfolio may also be compensated
by receipt of a commitment fee. A Portfolio may only enter into covered rolls.
A "covered roll" is a specific type of dollar roll for which there is an
offsetting cash or cash equivalent security position which matures on or
before the forward settlement date of the dollar roll transaction. Dollar roll
transactions involve the risk that the market value of the securities sold by
the Portfolio may decline below the repurchase price of those securities.
While a mortgage dollar roll may be considered a form of leveraging and may,
therefore, increase fluctuations in a Portfolio's net asset value per share,
each Portfolio will cover the transaction as described above.
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MANAGEMENT OF THE FUND
Under Massachusetts law and the Fund's Declaration of Trust and By-Laws, the
business and affairs of the Fund are managed under the direction of the
Trustees.
ADVISORY ARRANGEMENTS
CAM is the investment adviser for the Fund and CFD is the distributor for
the Fund. CAM and CFD, each of whose address is 286 Congress Street, Boston,
Massachusetts 02210, were formed in 1996 to acquire, advise and distribute
mutual funds through broker-dealers, banks and other intermediaries. CAM and
CFD are wholly-owned subsidiaries of CypressTree Investments, Inc., an
affiliate of Cypress Holding Company, Inc., which is controlled by its
management and Berkshire Partners IV, L.P. Prior to October 1, 1997, NASL
Financial Services, Inc. was both the investment adviser and the distributor
for the Fund (in such capacity, the "Former Distributor"). Standish, Ayer &
Wood, Inc., subadviser to the Tax-Sensitive Equity Fund Portfolio, owns 20% of
CypressTree Investments, Inc.
Pursuant to its Advisory Agreement with the Fund (the "Advisory Agreement"),
the Adviser oversees the administration of all aspects of the business and
affairs of the Fund; selects, contracts with and compensates subadvisers to
manage the assets of the Fund's Portfolios; and reimburses the Fund if the
total of certain expenses allocated to any Portfolio exceeds certain
limitations.
Under an order granted to the Fund by the Securities and Exchange
Commission, the Adviser is permitted to appoint a subadviser pursuant to a
subadvisory agreement and to terminate or amend such agreement, in each case
without shareholder approval. This "Manager of Managers" structure permits the
Fund to change subadvisers or the fees paid to subadvisers without the expense
and delays associated with obtaining shareholder approval. In connection with
CAM's appointment as Adviser, the Fund has applied to the Securities and
Exchange Commission for a new similar order allowing the continued appointment
of subadvisers without shareholder approval. Shareholders of each Portfolio
have approved use of the Manager of Managers arrangement under the existing
order and, in connection with CAM's appointment as Adviser, have prospectively
approved the continued operation of each Portfolio under the Manager of
Managers structure, and the Fund intends to continue operating each Portfolio
as such.
Under the Advisory Agreement, the Adviser monitors the subadvisers for
compliance with the investment objectives and related policies of each
Portfolio, reviews the performance of the subadvisers, and periodically
reports to the Trustees of the Fund. The Adviser has primary responsibility
under the Manager of Managers structure to oversee the subadvisers, including
making recommendations to the Fund regarding the hiring, termination and
replacement of subadvisers.
The Adviser oversees all aspects of the Fund's business and affairs. In that
connection, the Adviser permits its directors, officers and employees to serve
as Trustees or President, Vice President, Treasurer or Secretary of the Fund,
without cost to the Fund. The Adviser also provides certain services, and the
personnel to perform such services, to the Fund for which the Fund reimburses
the Adviser's costs of providing such services and personnel. Such services
include maintaining certain records of the Fund and performing all
administrative, financial, accounting, bookkeeping and recordkeeping functions
of the Fund, except for any of those functions performed by the Fund's
custodian or transfer and shareholder servicing agents. The reimbursement paid
by the Fund to the Adviser for personnel costs include employee compensation
and allocated portions of the Adviser's related personnel expenses of office
space, utilities, office equipment and miscellaneous office expenses.
The Adviser has agreed to reduce each Portfolio's advisory fee, or if
necessary to reimburse the Portfolio, in order to prevent the expenses of the
Portfolio from exceeding either the most restrictive expense limitation
imposed by applicable state law or a fixed expense limitation contained in the
Advisory Agreement, whichever results in the lowest expenses to the Fund. The
fixed limitation may be terminated by the Adviser at any time on 30 days'
written notice. The fixed limitation contained in the Advisory Agreement,
which is the operative
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limitation on the Fund's expenses, limits each Portfolio's annual expenses,
excluding taxes, portfolio brokerage commissions, interest, certain litigation
and indemnification expenses, extraordinary expenses and all of the
Portfolio's distribution fees as a percentage of average net assets to the
following:
<TABLE>
<CAPTION>
EXPENSE
PORTFOLIO LIMITATION
--------- ----------
<S> <C>
Tax-Sensitive Equity Fund......................................... 1.400%
Emerging Growth Fund.............................................. 1.400%
International Small Cap Fund...................................... 1.550%
Small/Mid Cap Fund................................................ 1.325%
Global Equity Fund................................................ 1.400%
Growth Equity Fund................................................ 1.300%
International Growth and Income Fund.............................. 1.400%
Growth and Income Fund............................................ 0.990%
Equity-Income Fund................................................ 1.065%
Balanced Fund..................................................... 1.040%
Strategic Income Fund............................................. 1.150%
Investment Quality Bond........................................... 0.900%
U.S. Government Securities Fund................................... 0.900%
National Municipal Bond Fund...................................... 0.850%
Money Market Fund................................................. 0.500%
</TABLE>
As compensation for its services, the Adviser receives a fee from the Fund
computed separately for each Portfolio. The fee for each Portfolio is stated
as an annual percentage of the current value of the net assets of the
Portfolio. The fee, which is accrued daily and payable monthly, is calculated
for each day by multiplying the fraction of one over the number of calendar
days in the year by the annual percentage prescribed for a Portfolio, and
multiplying this product by the value of the net assets of the Portfolio at
the close of business on the previous business day of the Fund. The following
is a schedule of the management fees each Portfolio currently is obligated to
pay the Adviser under the Advisory Agreement (prior to the application of any
fee waivers):
<TABLE>
<CAPTION>
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
FUNDS $ 50,000,000 $200,000,000 $500,000,000 $500,000,000
----- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Tax-Sensitive Equity
Fund................... .850% .800% .775% .700%
Emerging Growth Fund.... .950% .950% .950% .950%
International Small Cap
Fund................... 1.050% 1.000% .900% .800%
Small/Mid Cap Fund...... .925% .900% .875% .850%
Global Equity Fund...... .900% .900% .700% .700%
Growth Equity Fund...... .900% .850% .825% .800%
International Growth and
Income Fund............ .900% .850% .800% .750%
Growth and Income Fund.. .725% .675% .625% .550%
Equity-Income Fund...... .800% .700% .600% .600%
Balanced Fund........... .775% .725% .675% .625%
Strategic Income Fund... .750% .700% .650% .600%
Investment Quality Bond
Fund................... .600% .600% .525% .475%
National Municipal Bond
Fund................... .600% .600% .600% .600%
U.S. Government Securi-
ties Fund.............. .600% .600% .525% .475%
Money Market Fund....... .200% .200% .200% .145%
</TABLE>
A more comprehensive statement of the terms of the Advisory Agreement
appears in the Statement of Additional Information, and this agreement is on
file with and is available from the Securities and Exchange Commission.
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SUBADVISORY ARRANGEMENTS
Wellington Management Company, LLP
Wellington Management Company, LLP ("Wellington Management"), the Subadviser
to the Growth and Income and Investment Quality Bond Funds, founded in 1933,
is a Massachusetts limited liability partnership whose principal business
address is 75 State Street, Boston, Massachusetts 02109. Wellington Management
is a professional investment counseling firm which provides investment
services to investment companies, employee benefit plans, endowments,
foundations and other institutions and individuals. As of September 30, 1997,
Wellington Management had investment management authority with respect to
approximately $169 billion of assets. The managing partners of Wellington
Management are Robert W. Doran, Duncan M. McFarland, and John R. Ryan.
Matthew E. Megargel, Senior Vice President of Wellington Management, has
served as portfolio manager to the Growth and Income Fund since February 1992.
Mr. Megargel joined Wellington Management in 1983 as a research analyst and
took on additional responsibilities as a portfolio manager in 1988. In 1991,
he became solely a portfolio manager with Wellington Management.
Thomas L. Pappas, Senior Vice President of Wellington Management, has served
as portfolio manager to the Investment Quality Bond Fund since March 1994. Mr.
Pappas has been a portfolio manager with Wellington Management since 1987.
Standish, Ayer & Wood, Inc.
Standish, Ayer & Wood, Inc. ("Standish"), the Subadviser to the Tax-
Sensitive Equity Fund, is a Massachusetts corporation incorporated in 1933
with offices at One Financial Center, Boston, Massachusetts 02111.
Standish provides fully discretionary management services and counseling and
advisory services to a broad range of clients throughout the United States and
abroad. Standish or its affiliate, Standish International Management Company,
L.P., serves as the investment adviser to each of the funds in the Standish,
Ayer & Wood family of funds. Corporate pension funds are the largest asset
under active management by Standish. Standish's clients also include
charitable and educational endowment funds, financial institutions, trusts and
individual investors. As of September 30, 1997, Standish managed approximately
$37 billion in assets.
The Tax-Sensitive Equity Fund's portfolio manager is Laurence A. Manchester,
who has served in such capacity since the Tax-Sensitive Equity Fund's
inception. During the past five years, Mr. Manchester has served as a Vice
President and Director of Standish.
Past performance of Standish. The Tax-Sensitive Equity Fund is a new
Portfolio of the Fund, and therefore has no historical performance record.
However, Standish also manages several other Tax-Sensitive Equity accounts
having the same investment objective as the Tax-Sensitive Equity Fund, and
which use investment policies and strategies substantially similar (although
not necessarily identical) to those of the Tax-Sensitive Equity Fund. The
average annual total returns and cumulative total returns of a composite of
such Standish Tax-Sensitive Equity accounts are shown below for the periods
ended September 30, 1997 and have been adjusted to reflect the expected
expense ratio for the Class A shares of the Tax-Sensitive Equity Fund, and are
based on data supplied by Standish:
<TABLE>
<CAPTION>
THREE- FIVE- SINCE
ONE YEAR YEAR YEAR INCEPTION (12/89)
-------- ------ ------ -----------------
<S> <C> <C> <C> <C>
Standish Tax-Sensitive Equity
Composite....................... 45.33% 32.33% 22.44% 17.64%
Lipper Growth Index.............. 34.61% 25.16% 18.91% 15.39%
S&P 500 Index.................... 40.45% 29.93% 20.77% 16.77%
</TABLE>
67
<PAGE>
STANDISH TAX-SENSITIVE EQUITY COMPOSITE PERFORMANCE
Cumulative Total Return through September 30, 1997
<TABLE>
<CAPTION>
1 Year 3 Year 5 Year Life of Fund
<S> <C> <C> <C> <C>
Standish Tax Sensitive 45.3% 140.25% 193.59% 290.98%
Lipper Growth Index 34.61% 96.05% 137.73% 203.29%
S&P 500 Index 40.45% 119.35% 156.92% 232.60%
</TABLE>
Past performance is no assurance of future results. The S&P 500 Index
provides an appropriate broad-based securities index against which to measure
the performance of the Standish Tax-Sensitive Equity composite accounts, while
the Lipper Growth Index provides an additional more narrowly based index
reflecting the market sectors in which the Standish Tax-Sensitive Equity
composite accounts invest.
Warburg Pincus Asset Management, Inc.
Warburg Pincus Asset Management, Inc. ("Warburg"), the Subadviser to the
Emerging Growth Fund, is a wholly owned subsidiary of Warburg Pincus
Counsellors G.P., a New York general partnership, which is controlled by
Warburg, Pincus & Co., also a New York general partnership. Lionel I. Pincus,
the managing partner of Warburg, Pincus & Co., may be deemed to control both
Warburg, Pincus & Co. and Warburg. Warburg Pincus Counsellors G.P. has no
other business than being a holding company of Warburg and its subsidiaries.
Warburg's address is 466 Lexington Ave., New York, N.Y., 10017-3147.
Warburg is a professional investment counseling firm which provides
investment services to investment companies, employee benefit plans, endowment
funds, foundations and other institutions and individuals. As of October 31,
1997, Warburg managed approximately $20 billion of assets, including
approximately $11.6 billion of investment company assets.
The co-portfolio managers of the Emerging Growth Fund are Elizabeth B.
Dater, Stephen J. Lurito and Medha Vora. Ms. Dater, a managing director of
Warburg, has been portfolio manager of the Emerging Growth Fund since its
inception and has been a portfolio manager of Warburg since 1978. Mr. Lurito,
a managing director of Warburg, has been a portfolio manager of the Emerging
Growth Fund since its inception and has been with Warburg since 1987, before
which time he was a research analyst at Sanford C. Bernstein & Company, Inc.
Ms. Vora, a senior president of Warburg, has been a portfolio manager of the
Emerging Growth Fund since its inception. Prior to joining Warburg in January
1997, Ms. Vora was a vice president at Chase Asset
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<PAGE>
Management from April 1996 to December 1996 and a senior vice president at the
Trust Company of the West from 1993 to 1996. She was a senior analyst at the
Prudential Special Situations Fund, L.P. from 1991 to 1993.
J.P. Morgan Investment Management Inc.
J.P. Morgan Investment Management Inc. ("J.P. Morgan") is the Subadviser to
the International Growth and Income Fund. J.P. Morgan, with principal offices
at 522 Fifth Avenue, New York, New York 10036, is a wholly-owned subsidiary of
J.P. Morgan & Co. Incorporated ("J.P. Morgan & Co."), a bank holding company
organized under the laws of Delaware which is located at 60 Wall Street, New
York, New York 10260. Through offices in New York City and abroad, J.P. Morgan
& Co., through J.P. Morgan and other subsidiaries, offers a wide range of
services to governmental, institutional, corporate and individual customers
and acts as investment adviser to individual and institutional clients with
combined assets under management of approximately $245 billion as of September
30, 1997. J.P. Morgan has managed international securities for institutional
investors since 1974. As of September 30, 1997, the non-U.S. securities under
J.P. Morgan's management was approximately $112 billion. J.P. Morgan provides
investment advice and portfolio management services to the Portfolio. Subject
to the supervision of the Fund's Trustees, J.P. Morgan makes the Portfolio's
day-to-day investment decisions, arranges for the execution of portfolio
transactions and generally manages the Portfolio's investments.
J.P. Morgan uses a sophisticated, disciplined, collaborative process for
managing the Portfolio. The following persons are primarily responsible for
the day-to-day management and implementation of J.P. Morgan's process for the
Portfolio (their business experience for the past 5 years is indicated
parenthetically): Paul A. Quinsee, Vice President (employed by J.P. Morgan
since February 1992, previously Vice President, Citibank), and Massimo
Fuggetta, Vice President (employed by J.P. Morgan since 1988). Mr. Quinsee has
been managing the International Growth and Income Fund since the portfolio's
inception (January 1995), and Dr. Fugetta has been managing the portfolio
since January 1996.
Mr. Quinsee is primarily responsible for the day-to-day management of
several other institutional and investment company accounts that invest in
international securities constituting approximately $5.6 billion of assets.
Since July 1994, Dr. Fuggetta has been responsible for the day-to-day
management (in some cases with another person) of several other institutional
and investment company portfolios that invest primarily in international fixed
income securities, constituting approximately $2.4 billion of assets.
Dr. Fuggetta is Head of the Global Balanced Group in London. He is also
responsible for a number of equity portfolios and for stock selection in
Italy. Dr. Fuggetta joined the International Research Group in London in 1988
and in 1989 became an equity portfolio manager, with responsibility for
structured equity and balanced accounts. Dr. Fuggetta has a B.A. in Economics
from LUISS Rom and both a MPhil and a DPhil in Economics from the University
of Oxford.
Salomon Brothers Asset Management Inc
Salomon Brothers Asset Management Inc ("SBAM") is the subadviser to the U.S.
Government Securities Fund, the Strategic Income Fund and the National
Municipal Bond Fund (collectively, the "Funds"). On September 24, 1997,
Travelers Group Inc. ("Travelers") and Salomon, Inc. ("Salomon"), the ultimate
parent company of SBAM, Salomon Brothers Asset Management Limited ("SBAM
Ltd."), and Salomon Brothers Asset Management Asia Pacific Limited, announced
their agreement to merge Salomon with and into Smith Barney Holdings Inc., a
subsidiary of Travelers, to form a new company expected to be called Salomon
Smith Barney Holdings Inc. (the "Transaction"). Upon consummation of the
Transaction, Travelers will become the ultimate parent of SBAM and SBAM Ltd.,
which will continue to serve as the subadvisers to the Funds. Travelers is a
diversified financial services company engaged in investment services, asset
management, consumer finance and life and property casualty insurance
services. SBAM was incorporated in 1987 and, together with affiliates in
London, Frankfurt and Hong Kong, provides a full range of fixed income and
equity investment advisory services for individual and institutional clients
located throughout the world, and serves as
69
<PAGE>
investment adviser to various investment companies. In providing such
investment advisory services, SBAM and it affiliates have access to Salomon's
more than 40 economists, mortgage, bond, sovereign and equity analysts. As of
September 30, 1997, SBAM and its worldwide investment advisory affiliates
managed approximately $25 billion in assets. SBAM's business offices are
located at 7 World Trade Center, New York, New York 10048.
Under certain interpretations, the Transaction might be deemed to create an
"assignment," as defined in the Investment Company Act of 1940, as amended, of
the Subadvisory Agreements between SBAM and SBAM Ltd. with regard to the
Funds, which, if so interpreted, would result in the termination of such
agreements. Accordingly, at a Special Meeting of the Board of Trustees held on
November 24, 1997, the Board approved new subadvisory agreements for the Funds
(and, with respect to the Strategic Income Fund, a new consulting agreement)
identical in all material respects to the existing contracts and agreements.
The Transaction was completed by the end of November 1997, subject to a
number of conditions, including the receipt of U.S. and foreign regulatory
approvals and the approval of Salomon stockholders.
In connection with SBAM's service as subadviser to the Strategic Income
Fund, SBAM's London-based affiliate, SBAM Ltd., whose business address is
Victoria Plaza, 111 Buckingham Palace Road, London SW1W OSB, England, provides
certain advisory services to SBAM with regard to currency transactions and
investments in non-dollar denominated debt securities for the benefit of the
Strategic Income Fund. SBAM Ltd. is compensated by SBAM at no additional
expense to the Strategic Income Fund. SBAM Ltd. is an indirect, wholly-owned
subsidiary of Salomon Brothers Europe Limited, which in turn is owned by
Salomon (International) Finance A G ("SIF") and SBH. SIF is wholly owned by
SBH. SBAM Ltd. is a member of the Investment Management Regulatory
Organization Limited in the United Kingdom and is registered as an investment
adviser in the United States pursuant to the Investment Advisers Act of 1940,
as amended.
Steven Guterman and Roger Lavan have been jointly responsible for the day-
to-day management of the mortgage-backed securities and U.S. government
securities components of the U.S. Government Securities Fund portfolio since
December 1991 and the Strategic Income Fund portfolio since its inception in
November 1993. Mr. Guterman, who joined SBAM in 1990, is a Managing Director
of Salomon Brothers Inc and SBAM, and Senior Portfolio Manager of SBAM,
responsible for SBAM's investment company and institutional portfolios which
invest primarily in mortgage-backed securities and U.S. government issues. In
addition to other registered investment companies for which Mr. Guterman
serves as portfolio manager, Mr. Guterman also serves as portfolio manager for
two offshore mortgage funds and a number of institutional clients.
Mr. Lavan joined SBAM in 1990 and is a Portfolio Manager and Quantitative
Fixed Income Analyst, responsible for working with senior portfolio managers
to monitor and analyze market relationships and identify and implement
relative value transactions in SBAM's investment company and institutional
portfolios which invest in mortgage-backed securities and U.S. government
securities. Prior to joining SBAM, Mr. Lavan spent four years analyzing
portfolios for Salomon Brothers' Fixed Income Sales Group and Product Support
Divisions.
Peter Wilby is primarily responsible for the day-to-day management of the
high yield and sovereign bond portions of the Strategic Income Fund. Mr.
Wilby, who joined SBAM in 1989, is a Managing Director of Salomon Brothers Inc
and SBAM and a Senior Portfolio Manager of SBAM, responsible for investment
company and institutional portfolios which invest in high yield U.S. and non-
U.S. corporate debt securities and high yield foreign sovereign debt
securities. In addition to other registered investment companies for which Mr.
Wilby serves as portfolio manager, he also serves as portfolio manager for a
number of offshore and institutional clients.
David Scott is primarily responsible for a portion of the Strategic Income
Fund relating to currency transactions and investments in non-dollar
denominated securities. David Scott is a Senior Portfolio Manager with SBAM
Ltd. in London with primary responsibility for managing long-term global bond
portfolios. He also plays an integral role in developing strategy. Prior to
joining SBAM Limited in April 1994, Mr. Scott worked at J.P. Morgan from 1990
to 1994 where he had responsibility for global and non-dollar portfolios.
70
<PAGE>
Marybeth Whyte is primarily responsible for the day-to-day management of the
National Municipal Bond Fund. Ms. Whyte is a Senior Portfolio Manager at SBAM.
In addition to serving as portfolio manager to other registered investment
companies, Ms. Whyte also serves as portfolio manager for a number of
institutional clients. Prior to joining SBAM in 1994, Ms. Whyte was a Senior
Vice President and head of the Municipal Bond Area at Fiduciary Trust Company
International, where her responsibilities included managing and advising
portfolios with assets of approximately $1.3 billion.
Fred Alger Management, Inc.
Investment decisions for the Small/Mid Cap Fund are made by its Subadviser,
Fred Alger Management, Inc. ("Alger"). Alger, located at 75 Maiden Lane, New
York, New York 10038, has been in the business of providing investment
advisory services since 1964 and as of September 30, 1997 had approximately
$9.2 billion under management, including $5.8 billion in mutual fund accounts
and $3.4 billion in other advisory accounts. Alger is wholly owned by Fred
Alger & Company, Incorporated which in turn is wholly owned by Alger
Associates, Inc., a financial services holding company. Fred M. Alger, III and
his brother, David D. Alger, are the majority shareholders of Alger
Associates, Inc. and may be deemed to control that company and its
subsidiaries.
David D. Alger, President of Alger, has been primarily responsible for the
day-to-day management of the Small/Mid Cap Fund since the portfolio's
inception (March 1996). He has been employed by Alger as Executive Vice
President and Director of Research since 1971 and as President since 1995 and
he serves as portfolio manager for other mutual funds and investment accounts
managed by Alger Management. Also participating in the management of the
Small/Mid Cap Fund since the portfolio's inception are Ronald Tartaro and
Seilai Khoo. Mr. Tartaro has been employed by Alger since 1990, and he serves
as a Senior Vice President. Prior to 1990, he was a member of the technical
staff at AT&T Bell Laboratories. Ms. Khoo has been employed by Alger
Management since 1989, and she serves as a Senior Vice President.
Founders Asset Management, Inc.
Investment decisions for the Growth Equity, International Small Cap and
Balanced Funds are made by its Subadviser, Founders Asset Management, Inc.
("Founders"), located at 2930 East Third Avenue, Denver, Colorado 80206, a
registered investment adviser first established as an asset manager in 1938.
Bjorn K. Borgen, Chairman, Chief Executive Officer and Chief Investment
Officer of Founders, owns 100% of the voting stock of Founders. As of
September 30, 1997, Founders had over $6.7 billion of assets under management,
including approximately $4.5 billion in mutual fund accounts and $1.1 billion
in other advisory accounts.
Founders is a "growth-style" manager of equity portfolios and gives priority
to the selection of individual securities that have the potential to provide
superior results over time, despite short-term volatility. Under normal
circumstances, Founders' approach to investment management gives greater
emphasis to the fundamental financial, marketing and operating strengths of
the companies whose securities it buys, and is less concerned with the short-
term impact of changes in macroeconomic and market conditions. Founders
focuses on purchasing the stocks of companies with strong management and
market positions that have earnings prospects that are significantly above the
average for their market sectors.
To facilitate the day-to-day investment management of the Growth Equity,
International Small Cap and Balanced Funds, Founders employs a unique team-
and-lead-manager system. The management team is composed of several members of
the Investment Department, including Founders' Chief Investment Officer, lead
portfolio managers, assistant portfolio managers, portfolio traders and
research analysts. Team members share responsibility for providing ideas,
information, knowledge and expertise in the management of the portfolios. Each
team member has one or more areas of expertise that is applied to the
management of the Portfolio. Daily decisions on portfolio selection for the
portfolio rests with a lead portfolio manager assigned to the portfolio.
Michael W. Gerding, Vice President of Investments, has been the lead
portfolio manager for the International Small Cap Fund since the portfolio's
inception (March 1996). Mr. Gerding is a chartered financial
71
<PAGE>
analyst who has been part of Founders' investment department since 1990. Prior
to joining Founders, Mr. Gerding served as a portfolio manager and research
analyst with NCNB Texas for several years. Mr. Gerding earned a BBA in finance
and an MBA from Texas Christian University.
Edward F. Keely, Vice President of Investments, has been the lead portfolio
manager for the Growth Equity Fund since the portfolio's inception (March
1996). Mr. Keely is a chartered financial analyst who joined Founders in 1989.
A graduate of The Colorado College, Mr. Keely holds a Bachelor of Arts degree
in economics.
Brian F. Kelly, Portfolio Manager, has been the lead portfolio manager for
the Balanced Fund since October 1996. Mr. Kelly joined Founders in 1996. Prior
to joining Founders, Mr. Kelly served as portfolio manager for Invesco Trust
Company (1993-1996) and as a senior investment analyst for Sears Investment
Management Company (1986-1993). 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.
T. Rowe Price Associates, Inc.
T. Rowe Price, whose address is at 100 East Pratt Street, Baltimore,
Maryland 21202, is the subadviser for the Equity-Income Fund. Founded in 1937
by the late Thomas Rowe Price, Jr., T. Rowe Price and its affiliates managed
over $100 billion for over 4.5 million individual and institutional investor
accounts as of September 30, 1997.
The investment advisory committee for the Equity-Income Fund is comprised of
the following members: Brian C. Rogers, Chairman, Stephen W. Boesel, Richard
P. Howard, and William J. Stromberg. Mr. Rogers joined T. Rowe Price in 1982
and has been managing investments since 1983. He has been chairman of the
Equity Income Fund investment advisory committee since October 1, 1996.
Morgan Stanley Asset Management Inc.
Morgan Stanley, with principal offices at 1221 Avenue of the Americas, New
York, New York 10020, has been the subadviser to the Global Equity Fund since
October 1, 1996. Morgan Stanley, a wholly-owned subsidiary of Morgan Stanley,
Dean Witter, Discover & Co. conducts a worldwide portfolio management
business, providing a broad range of portfolio management services to
customers in the United States and abroad. At June 30, 1997, Morgan Stanley,
together with its affiliated institutional asset management companies
(including MAS), managed investments totaling approximately $130.0 billion,
including approximately $110.4 billion under active management and $19.6
billion as named fiduciary or fiduciary adviser.
Frances Campion has been primarily responsible for the portfolio management
of the Global Equity Fund since October 1996. Ms. Campion joined Morgan
Stanley in January 1990 as a global equity fund manager and is now a Principal
of Morgan Stanley & Co. Incorporated. Her responsibilities include day to day
management of the Global Equity Portfolio of Morgan Stanley Institutional
Fund, Inc., Morgan Stanley Universal Funds, Inc. and the Morgan Stanley Fund,
Inc. Prior to joining Morgan Stanley, Ms. Campion was a U.S. equity analyst
with Lombard Odler Limited where she had responsibility for the management of
global portfolios. Ms. Campion has ten years global investment experience. She
is a graduate of University College Dublin.
Manufacturers Adviser Corporation
MAC, a Colorado corporation, is the subadviser of the Money Market Fund. Its
principal business at the present time is to provide investment management
services to these portfolios and comparable portfolios of NASL Series Trust.
MAC is an indirect wholly-owned subsidiary of Manulife. The address of MAC is
200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5. As of September 30,
1997, MAC together with Manulife had approximately $15 billion of assets under
management.
Management of the above portfolios is provided by a team of investment
professionals each of whom plays an important role in the management process
of each portfolio. Team members work together to develop
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<PAGE>
investment strategies and select securities for a portfolio. They are
supported by research analysts, traders and other investment specialists who
work alongside the investment professionals in an effort to utilize all
available resources to benefit the shareholders.
* * *
Under the terms of each of the subadvisory agreements between the Adviser
and a Subadviser (the "Subadvisory Agreements"), the Subadviser assigned to a
Portfolio manages the investment and reinvestment of the assets of such
Portfolio, subject to the supervision of the Trustees. The Subadviser
formulates a continuous investment program for such Portfolio consistent with
its investment objectives and policies outlined in this Prospectus. The
Subadviser implements such programs by purchases and sales of securities and
regularly reports to the Adviser and the Trustees with respect to their
implementation. The factors considered by the Subadvisers in allocating
brokerage among broker/dealers are described in the Statement of Additional
Information under the caption "PORTFOLIO BROKERAGE." Among the factors that
may be considered is the willingness of broker/dealers to sell shares of the
Fund.
As compensation for their services, the Subadvisers receive fees from the
Adviser computed separately for each Portfolio. The fee for each Portfolio is
stated as an annual percentage of the current value of the net assets of the
Portfolio. The fee, which is accrued daily and payable monthly, is calculated
for each day by multiplying the fraction of one over the number of calendar
days in the year by the annual percentage prescribed for a Portfolio, and
multiplying this product by the value of the net assets of the Portfolio at
the close of business on the previous business day of the Fund. Once the
average net assets of a Portfolio exceed specified amounts, the fee is reduced
with respect to the excess. Absent any applicable fee waivers, the following
is a schedule of the management fees the Adviser is obligated to pay the
Subadvisers for each Portfolio under the Subadvisory Agreements. THESE FEES
ARE PAID BY THE ADVISER AND ARE NOT ADDITIONAL CHARGES TO THE PORTFOLIOS OR
THEIR SHAREHOLDERS.
<TABLE>
<CAPTION>
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
FUNDS $ 50,000,000 $200,000,000 $500,000,000 $500,000,000
----- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Tax-Sensitive Equity
Fund..................... .450% .400% .375% .300%
Emerging Growth Fund...... .550% .550% .550% .550%
International Small Cap... .650% .600% .500% .400%
Small/Mid Cap Fund........ 525% .500% .475% .450%
Global Equity Fund........ .500% .450% .375% .325%
Growth Equity Fund........ .500% .450% .425% .400%
International Growth and
Income Fund.............. .500% .450% .400% .350%
Growth and Income Fund.... .325% .275% .225% .150%
Equity-Income Fund........ .400% .300% .200% .200%
Balanced Fund............. .375% .325% .275% .225%
Strategic Income Fund*.... .350% .300% .250% .200%
Investment Quality Bond
Fund..................... .225% .225% .150% .100%
National Municipal Bond
Fund..................... .250% .250% .250% .250%
U.S. Government Securities
Fund..................... .225% .225% .150% .100%
Money Market Fund......... .075% .075% .075% .020%
</TABLE>
- --------
* In connection with the subadvisory consulting agreement between SBAM and
SBAM Limited, SBAM will pay SBAM Limited, as full compensation for all
services provided under the subadvisory consulting agreement, a portion of
its subadvisory fee, such amount being an amount equal to the fee payable
under SBAM's subadvisory agreement multiplied by portion of the assets of
the Strategic Income Fund that SBAM Limited has been delegated to manage
divided by the current value of the net assets of the Portfolio.
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<PAGE>
A more comprehensive statement of the terms of the Subadvisory Agreements
appears in the Statement of Additional Information, and these agreements are
on file with and are available from the Securities and Exchange Commission.
All or a portion of Fund brokerage commissions may be paid to affiliates of
SBAM, J.P. Morgan, Alger, and Morgan Stanley. Information on the amount of
these commissions is set forth in the Statement of Additional Information
under "PORTFOLIO BROKERAGE."
FUND EXPENSES
Subject to the expense limitations discussed above, the Fund is responsible
for the payment of all expenses of its organization, operations and business,
except for: (1) those expenses the Adviser has agreed to bear pursuant to the
Advisory Agreement, (2) those expenses the Distributor has agreed to bear
pursuant to its Distribution Agreement with the Fund, or (3) those expenses
the Subadvisers have agreed to pay pursuant to the Subadvisory Agreements.
Among the expenses to be borne by the Fund, in addition to certain expenses
incurred by the Adviser or Distributor, as described above, are the expense of
the advisory and distribution fees; all charges and expenses relating to the
transfer, safekeeping, servicing and accounting for the Fund's property,
including charges of depositories, custodians and other agents; all expenses
of maintaining and servicing shareholder accounts, including charges of the
Fund's transfer, dividend disbursing, shareholder recordkeeping, redemption
and other agents; costs of shareholder reports and other communications to
current shareholders; the expenses of meetings of the Fund's shareholders and
the solicitation of management proxies in connection therewith; all expenses
of preparing Fund Prospectuses and Statements of Additional Information; the
expenses of determining the Portfolios' net asset value per share; the
compensation of Trustees who are not directors, officers or employees of the
Adviser and all expenses of meetings of the Trustees; all charges for services
and expenses of the Fund's legal counsel and independent auditors; all fees
and expenses of registering and qualifying, and maintaining the registration
and qualification of, the Fund and its shares under all federal and state laws
applicable to the Fund and its business activities; all expenses associated
with the issue, transfer and redemption of Fund shares; brokers' and other
charges incident to the purchase, sale or lending of the Fund's securities;
taxes and other governmental fees payable by the Fund; and any nonrecurring
expenses including litigation expenses and any expenses the Fund may incur as
a result of its obligation to indemnify its Trustees, officers and agents. All
expenses are accrued daily and deducted from total income before dividends are
paid.
The portfolio turnover rates for the Emerging Growth Fund and the Tax-
Sensitive Equity Fund are not anticipated to exceed 100% and 15-20%,
respectively, under normal market conditions. Each other Portfolio's turnover
rate is set forth under the "Financial Highlights" section of the Prospectus.
A high rate of portfolio turnover (in excess of 100%) generally involves
correspondingly greater commission expenses, which must be borne directly by
the Fund. The portfolio turnover rate of each of the Fund's portfolios may
vary from year to year, as well as within a year. See "PORTFOLIO BROKERAGE" in
the Statement of Additional Information.
GENERAL INFORMATION
NET ASSET VALUE
The net asset value of the shares of each class of each Portfolio is
calculated separately and, except as described below, is determined once daily
as of the close of regularly scheduled trading on the New York Stock Exchange
(the "Exchange"), Monday through Friday. Net asset value per share of each
class of each Portfolio (other than the Money Market Fund, as described below)
is calculated by dividing the value of the portion of the Portfolio's
securities and other assets attributable to that class, less the liabilities
attributable to that class, by the number of shares of that class outstanding.
No determination is required on (i) days on which changes in the value of such
Portfolio's securities holdings will not materially affect the current net
asset value of the shares of the Portfolio, (ii) days during which no shares
of such Portfolio are tendered for redemption and no order to purchase or sell
such shares is received by the Fund, or (iii) the following business holidays
or the days on which such holidays are observed by the Exchange: New Year's
Day, Martin Luther King Day, Presidents' Day, Good
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<PAGE>
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Generally, trading in non-U.S. securities, as well as U.S.
Government securities and money market instruments, is substantially completed
each day at various times prior to the close of regularly scheduled trading on
the Exchange. The values of such securities used in computing the net asset
value of the shares of a class of a Portfolio are generally determined as of
such times. Occasionally, events which affect the values of such securities
may occur between the times at which they are generally determined and the
close of regularly scheduled trading on the Exchange and would therefore not
be reflected in the computation of a class's net asset value. If events
materially affecting the value of such securities occur during such period,
then these securities will be valued at their fair value as determined in good
faith by the Subadvisers under procedures established and regularly reviewed
by the Trustees.
Securities held by each of the Portfolios other than the Money Market Fund,
except for money market instruments with remaining maturities of 60 days or
less, are valued as follows: securities which are traded on stock exchanges
are valued at the last sales price as of the close of the Exchange, or lacking
any sales, at the closing bid prices. Securities traded only in the "over-the-
counter" market are valued at the last bid prices quoted by brokers that make
markets in the securities at the close of trading on the Exchange. Securities
and assets for which market quotations are not readily available or not
obtained from a pricing service are valued at fair value as determined in good
faith by the Trustees, although the actual calculations may be made by persons
acting pursuant to the direction of the Trustees. If approved by the Trustees,
the Fund may make use of a pricing service or services in determining the net
asset value of the classes of the Portfolios.
The Trustees have authorized the Portfolios to value certain debt securities
by reference to valuations obtained from pricing services which take into
account appropriate factors such as institution-size trading in similar groups
of securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics and other market data in determining valuations of such
securities, without extensive reliance upon quoted prices, since such
valuations are believed by the Trustees to more accurately reflect the fair
value of such securities.
All instruments held by the Money Market Fund and money market instruments
with a remaining maturity of 60 days or less held by the other Portfolios are
valued on an amortized cost basis. With respect to each class of shares of the
Money Market Fund, this method of calculation facilitates maintaining a
constant net asset value of $1.00 per share. However, there can be no
assurance that the $1.00 net asset value will be maintained at all times. The
Trustees have determined that the amortized cost method of valuation fairly
reflects a market based net asset value.
DIVIDENDS AND DISTRIBUTIONS
Except for the National Municipal Bond Fund, each Portfolio's dividends from
net investment income (i.e., its net investment company taxable income as that
term is defined in the Internal Revenue Code of 1986 (the "Code"), determined
without regard to the deduction for dividends paid) which includes short-term
capital gains (collectively "ordinary income dividends") are taxable as
ordinary income to shareholders whether paid in additional shares or in cash.
Any net capital gain (i.e., the excess of a Portfolio's net long-term capital
gain over its net short-term capital loss) distributed to shareholders as
"capital gain dividends" is treated as long-term capital gain by the
shareholders, whether paid in cash or additional shares, regardless of the
length of time a shareholder has owned his or her shares. Shareholders are
provided annually with full information on dividends and capital gains
distributions for tax purposes. Shareholders may not have to pay state or
local taxes on dividends derived from interest on U.S. Government obligations.
Shareholders should consult their tax advisers regarding the applicability of
state and local taxes to dividends and distributions. Each Portfolio will send
shareholders a statement after the end of every calendar year stating the
amount of dividends derived from interest on U.S. Government obligations.
The International Small Cap, Small/Mid Cap, Global Equity, Growth Equity,
Equity-Income and Balanced Funds declare and pay any income dividends
annually; the Growth and Income and International Growth and Income Funds
declare and pay any income dividends semiannually; and the Strategic Income,
Investment Quality
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Bond, U.S. Government Securities, National Municipal Bond and Money Market
Funds declare income dividends daily and pay them monthly. See "PURCHASE OF
SHARES--General Methods of Purchasing Shares." Each of the Portfolios, other
than the Money Market Funds declares and pays any capital gains dividends
annually. Generally, income dividends of Portfolios other than the Strategic
Income, Investment Quality Bond, U.S. Government Securities, National
Municipal Bond and Money Market Funds and capital gains dividends of
Portfolios other than the Money Market Fund paid shortly after a purchase of
shares prior to the record date, although in effect a return of capital, will
be subject to income tax.
The maximum distribution and service fees payable by the Class B shares and
Class C shares of each Portfolio (other than the Money Market Fund, which
bears no such fees) are more than the maximum fees payable by each such
Portfolio's Class A shares. In addition, certain incremental expenses which
are specifically allocable to a particular class of shares in a Portfolio are
separately allocated to that class of shares. As a result, the per share
dividend on Class B and Class C shares will generally be lower than the per
share dividend on Class A shares of a Portfolio.
For the convenience of shareholders, all income dividends and capital gains
distributions are paid in full and fractional shares of the same class of a
Portfolio on the payment date unless a shareholder has requested payment in
cash. Shareholders may elect to have dividends and distributions from a class
of a Portfolio invested in shares of the same class of another Portfolio at
the respective net asset value. See "SHAREHOLDER SERVICES--Automatic Dividend
Diversification."
TAXES
It is expected that each Portfolio of the Fund will qualify as a "regulated
investment company" under the Code. If it so qualifies, a Portfolio will not
be subject to United States federal income taxes on its net investment income
and net capital gain, if any, that it distributes to its shareholders in each
taxable year, provided that it distributes to its shareholders (i) at least
90% of its net investment income for such taxable year, and (ii) with respect
to the National Municipal Bond Fund at least 90% of its net tax-exempt
interest income for such taxable year. If in any year a Portfolio fails to
qualify as a regulated investment company, such Portfolio would incur regular
corporate federal income tax on its taxable income for that year and be
subject to certain additional distribution requirements upon requalification.
Each Portfolio will be subject to a 4% nondeductible excise tax on its taxable
income to the extent it does not meet certain distribution requirements by the
end of each calendar year. Each Portfolio intends to make sufficient
distributions to avoid application of the corporate income and excise taxes.
Funds investing in foreign securities or currencies may be required to pay
withholding or other taxes to foreign governments on dividends and interest.
The investment yield of the Portfolios investing in foreign securities or
currencies will be reduced by these foreign taxes. Shareholders will bear the
cost of any foreign taxes, but may not be able to claim a foreign tax credit
or deduction for these foreign taxes. If a Portfolio is eligible for and makes
an election to allow the shareholders of that Portfolio to claim a foreign tax
credit or deduction for these taxes for any taxable year, the shareholders
will be notified. The ability of the shareholders to utilize such a foreign
tax credit is subject to a holding period requirement. In addition, Portfolios
investing in securities of passive foreign investment companies may be subject
to U.S. federal income taxes (and interest on such taxes) as a result of such
investments. The investment yield of the Portfolios making such investments
will be reduced by these taxes and interest. Shareholders will bear the cost
of these taxes and interest, but will not be able to claim a deduction for
these amounts.
The redemption, sale or exchange of Fund shares (including the exchange of
shares of one Portfolio for shares of another) is a taxable event and may
result in a gain or loss. Gain or loss, if any, recognized on the sale or
other disposition of shares of the Fund will be taxed as capital gain or loss
if the shares are capital assets in the shareholder's hands. Generally, a
shareholder's gain or loss will be a long-term gain or loss if the shares have
been held for more than one year. Pursuant to the Taxpayer Relief Act of 1997,
long-term capital gains generally are subject to a maximum tax rate of 28% or
20% depending on the shareholder's holding period in
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shares of a Portfolio. If a shareholder sells or otherwise disposes of a share
of the Fund before holding it for more than six months, any loss on the sale
or other disposition of such share shall be (i) treated as a long-term capital
loss to the extent of any capital gain dividends received by the shareholder
with respect to such share or (ii) in the case of the National Municipal Bond
Fund, disallowed to the extent of any exempt-interest dividend received by the
shareholder with respect to such shares. A loss realized on a sale or exchange
of shares may be disallowed if other shares are acquired within a 61-day
period beginning 30 days before and ending 30 days after the date on which the
shares are disposed.
Generally, unless a shareholder of any Portfolio includes his or her
taxpayer identification number (social security number for individuals) in the
Shareholder Application and certifies that he or she is not subject to backup
withholding, the Fund is required to withhold and remit to the U.S. Treasury
31% from dividends other than exempt-interest dividends and other reportable
payments to the shareholder.
Depending on the residence of the shareholder for tax purposes,
distributions may also be subject to state and local taxes or withholding
taxes. Most states provide that a regulated investment company may pass
through (without restriction) to its shareholders state and local income tax
exemptions available to direct owners of certain types of U.S. government
securities. Thus, for residents of these states, distributions derived from a
Portfolio's investment in certain types of U.S. government securities should
be free from state and local income taxes to the extent that the interest
income from such investments would have been exempt from state and local
income taxes if such securities had been held directly by the respective
shareholders themselves.
NATIONAL MUNICIPAL BOND FUND--TAXATION
The National Municipal Bond Fund also intends to satisfy conditions under
the Code that will enable interest from municipal obligations, which is exempt
from regular federal income taxes in the hands of each Portfolio, to qualify
as "exempt-interest dividends" when distributed to such Portfolio's
shareholders. Except as discussed below, such dividends are exempt from
regular federal income taxes.
Although exempt-interest dividends paid by the National Municipal Bond Fund
will be excluded by shareholders of the Portfolios from their gross income for
regular federal income tax purposes, under the Code all or a portion of such
dividends may be (i) a preference item for purposes of the alternative minimum
tax, (ii) a component of the "ACE" adjustment for purposes of determining the
amount of corporate alternative minimum tax or (iii) a factor in determining
the extent to which a shareholder's Social Security or railroad retirement
benefits are taxable. Moreover, the receipt of exempt-interest dividends from
each of the Portfolios affect the federal tax liability of certain foreign
corporations, S Corporations and insurance companies. Furthermore, under the
Code, interest on indebtedness incurred or continued to purchase or carry
portfolio shares, which interest is deemed to relate to exempt-interest
dividends, will not be deductible by shareholders of the Portfolio for federal
income tax purposes.
The exemption of exempt-interest dividend income from regular federal income
taxation does not necessarily result in similar exemptions for such income
under tax laws of state or local taxing authorities. In general, states exempt
from state income tax only that portion of any exempt-interest dividend that
is derived from interest received by a regulated investment company on its
holdings of obligations issued by that state or its political subdivisions and
instrumentalities.
A notice detailing the tax status of dividends and distributions paid by the
National Municipal Bond Fund will be mailed annually to its shareholders. As
part of this notice, the Portfolio will report to its shareholders the
percentage of interest income earned by the Portfolio during the preceding
year on tax-exempt obligations indicating, on a state-by-state basis, the
source of such income.
Descriptions of tax consequences set forth in this Prospectus and in the
Statement of Additional Information are intended to be a general guide.
Investors should consult their tax advisers with respect to the specific tax
consequences to it of an investment in a Portfolio, including the effect and
applicability of state, local, foreign,
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and other tax laws and the possible effects of changes in federal or other tax
laws. This discussion is not intended as a substitute for careful tax
planning.
PERFORMANCE INFORMATION
From time to time the Fund may advertise certain information about the
performance of all classes of one or more of the Portfolios. Such performance
information may include time periods prior to the establishment of the multi-
class distribution system, as described more fully in the Statement of
Information under the caption "PERFORMANCE INFORMATION." Information about
performance of a class of shares of a Portfolio is not intended to indicate
future performance. The Fund's annual report to shareholders, which is
available without charge upon request, contains further discussions of Fund
performance.
The Fund may advertise the yield and/or total return performance for all
classes of one or more of the Portfolios in accordance with the rules of the
Commission. The National Municipal Bond Fund may also present from time to
time yield, tax-equivalent yield and standardized and nonstandardized total
return in advertisements. When yield is used in sales literature, the total
return figures will also be included. The Commission has issued rules setting
forth the uniform calculation of both yield and total return, but
shareholders' actual experience may be more or less than the figures produced
by these formulas.
Each Portfolio may include the total return for all classes of shares in
advertisements or other written material. Each such piece will include at
least the average annual total return quotations for one year, five years, ten
years (if available) and/or from the commencement of operations. Total return
is measured by comparing the value of an investment at the beginning of the
relevant period to the redemption value of the investment at the end of the
period; the calculation assumes the initial investment is made at the current
maximum net offering price, assumes immediate reinvestment of any dividends or
capital gains distributions and adjusts for the current maximum sales charge
of 4.75% for Class A shares and the applicable CDSC imposed on a redemption of
Class B shares or Class C shares held for the period indicated. Yield and
total return are calculated separately for each class of a Portfolio.
Each of the Portfolios may advertise yield for all classes, accompanied by
total return. The yield will be computed by dividing the net investment income
per share earned during a recent one month period (after deducting expenses
net of reimbursements applicable to each class) by the maximum offering price
(including the maximum front end sales charge or applicable CDSC) on the last
day of the period, and annualizing the result (assuming compounding of
interest) in order to arrive at annual percentage rate. The National Municipal
Bond Fund may also present from time to time the tax-equivalent yield of all
classes. The tax-equivalent yield is calculated by determining the portion of
yield which is tax-exempt and calculating the equivalent taxable yield and
adding to such amount any fully taxable yield.
The Money Market Fund may advertise yield and effective yield for all
classes. The yield is based upon the income earned by the Portfolio over a
seven-day period and is then annualized, i.e., the income earned in the period
is assumed to be earned every seven days over a 365 day period and is stated
as a percentage of the investment. Effective yield is calculated similarly,
but when annualized the income earned by the investment is assumed to be
reinvested weekly in shares of the same class and thus compounded in the
course of a 365 day period. The effective yield will be higher than the yield
because of the compounding effect of this assumed reinvestment.
All performance information may be compared with data published by Lipper
Analytical Services, Inc. or to unmanaged indices of performance, including,
but not limited to, the Dow Jones Industrial Average, Standard & Poor's 500,
Value Line Composite, Lehman Brothers Bond, Government Corporate, Corporate
and Aggregate Indices, Merrill Lynch Government & Agency and Intermediate
Agency Indices, the EAFE Index or the Morgan Stanley Capital International
World Index. In addition, during certain time periods the yield and total
return of a class and/or a Portfolio may be affected by expense waivers and/or
expense reimbursements. When so affected, the yield and total return figures
will be accompanied by a statement regarding such waiver and/or
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<PAGE>
reimbursement. While performance information may be helpful in evaluating
whether a Portfolio may be fulfilling its objective, past performance should
not be regarded as representative of future results. Yields and net asset
values will fluctuate with market conditions and the value of shares redeemed
may be more or less than their cost. The Money Market Fund operates under
procedures designed to stabilize the net asset value of all classes at $1.00
per share. The Fund will include performance data for each class of a
Portfolio in any advertisement or information including performance data of
such Portfolio. The Fund may also utilize performance information in
hypothetical illustrations provided in narrative form.
ORGANIZATION OF THE FUND
The Fund was organized as a Massachusetts business trust on September 28,
1988. The Equity-Income (formerly Value Equity), U.S. Government Securities
and Money Market Funds commenced operations on August 28, 1989 with the
acquisition of substantially all the assets of the corresponding portfolios of
Hidden Strength Funds. The Global Equity Fund (formerly the Global Growth
Fund) became available to investors on November 7, 1990, and the Growth and
Income and Investment Quality Bond Funds became available to investors on May
1, 1991. The Balanced Fund (formerly the Asset Allocation Fund) became
available July 13, 1992, following the combination of the former Conservative,
Moderate and Aggressive Asset Allocation Trusts into the Balanced Fund. The
former Asset Allocation Trusts commenced operations August 28, 1989 with the
acquisition of substantially all the assets of the corresponding portfolios of
Hidden Strength Funds. The National Municipal Bond Fund became available to
investors on June 30, 1993. The Strategic Income Fund became available to
investors on November 30, 1993. The International Growth and Income Fund
became available to investors on January 9, 1995. The Small/Mid Cap,
International Small Cap and Growth Equity Funds became available to investors
on March 4, 1996. The Tax-Sensitive Equity and Emerging Growth Funds became
available to investors on December 31, 1997.
All shares of beneficial interest, $.001 par value per share, of each
Portfolio have equal voting rights (except as described below with respect to
matters specifically affecting a class of shares) and have no preemptive or
conversion rights. The Fund's Declaration of Trust permits the issuance of
multiple classes of shares pursuant to the Multiple Pricing System. Shares of
each class of a Portfolio represent interests in that Portfolio in proportion
to each share's net asset value. The per share net asset value of each class
of shares in a Portfolio is calculated separately and may differ as between
classes as a result of the differences in distribution and service fees
payable by the classes and the allocation of certain incremental class-
specific expenses to the appropriate class to which such expenses apply.
All shares of the Fund have equal voting rights and will be voted in the
aggregate, and not by series (Portfolio) or class, except where voting by
series or class is required by law or where the matter involved affects only
one series or class (for example, matters pertaining to the plan of
distribution relating to Class A shares will only be voted on by Class A
shares). Matters required by the 1940 Act to be voted upon by each affected
series include changes to (i) the Advisory Agreement, (ii) a Subadvisory
Agreement and (iii) fundamental investment objectives and policies.
The Fund is not generally required to hold annual meetings of shareholders.
However, the Trustees may call special meetings of shareholders for action by
shareholder vote as may be requested in writing by the holders of 25% or more
of the outstanding shares of the Fund (10% in the case of a meeting requested
for the purpose of removing a Trustee) or as may be required by applicable
laws. Shareholders seeking to call a meeting for the purpose of removing a
Trustee will be assisted by the Fund in communicating with other shareholders,
provided the shareholders seeking to call a meeting are at least ten in
number, have been shareholders for at least six months and hold in the
aggregate at least one percent of the outstanding shares or shares having a
value of at least $25,000, whichever is less. Also, Trustees may be removed by
action of the holders of two-thirds or more of the outstanding shares of the
Fund. The Trustees are authorized to create additional series and classes of
shares at any time without approval by shareholders.
Under Massachusetts law, shareholders of a business trust may, in certain
circumstances, be held personally liable as partners for the obligations of
the Fund. However, the Fund's Declaration of Trust contains an express
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disclaimer of shareholder liability for acts or obligations of each Portfolio
of the Fund and requires that notice of such disclaimer be given in each
instrument entered into or executed by the Fund. The Declaration of Trust also
provides for indemnification out of a Portfolio's property for any shareholder
of such Portfolio held personally liable for any of the Portfolio's
obligations. Thus, the risk of a shareholder being personally liable as a
partner for obligations of a Portfolio is limited to the unlikely circumstance
in which the Portfolio itself would be unable to meet its obligations.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENTS
State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, Massachusetts 02110, currently acts as Custodian of all the Fund's
assets, as well as the bookkeeping, transfer and dividend disbursing agent for
all of the Portfolios of the Fund. State Street has selected various banks and
trust companies in foreign countries to maintain custody of certain foreign
securities. State Street is authorized to use the facilities of the Depository
Trust Company, the Participants Trust Company and the book-entry system of the
Federal Reserve Banks.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. serve as the Fund's independent accountants. The
audited financial statements of the Fund at October 31, 1997, incorporated by
reference into the Statement of Additional Information and the Financial
Highlights for the period from the commencement of operations through October
31, 1997, included in this Prospectus have been audited by Coopers & Lybrand
L.L.P as indicated in their reports incorporated by reference into the
Statement of Additional Information and are included therein in reliance upon
such reports and upon the authority of such firm as experts in accounting and
auditing.
PURCHASE OF SHARES
INTRODUCTION
The Fund offers three classes of shares in each Portfolio to the general
public. Purchases of Class A shares of less than $1 million are sold with a
front end sales charge. Purchases of Class A shares of $1 million or more are
offered for sale at net asset value without a front end sales charge but may
be subject to a CDSC upon redemption. Class B shares are sold without a front
end sales charge but may be subject to a CDSC upon redemption. Class C shares
are sold without a front end sales charge, but may be subject to a CDSC upon
redemption. Shares of all classes of the Money Market Fund are sold at net
asset value (without the imposition of a front end sales charge or CDSC). See
"MULTIPLE PRICING SYSTEM" for a discussion of factors to consider in selecting
which class of shares to purchase.
Shares are offered continuously for sale through securities dealers and
banks which have executed an agreement (a "Dealer Agreement") with the
Distributor. Certain States require that purchases of shares of the Fund be
made only through a broker-dealer registered in the State.
The initial purchase of any class of shares in any Portfolio must be at
least $1,000, with the exception that the initial purchase to a retirement
plan account may be made with a minimum of $50. In addition, an account can be
established with a minimum of $50 if the account will be receiving periodic,
regular investments through programs such as Automatic Investment Plans,
Automatic Dividend Diversification, and Systematic Investing (see "SHAREHOLDER
SERVICES--Additional Shareholder Privileges" for a description of these
programs). The minimum for subsequent investments is $50.
When purchasing shares of any Portfolio of the Fund, investors must specify
whether the purchase is for Class A, Class B or Class C shares.
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GENERAL METHODS OF PURCHASING SHARES
1. By Mail. To make an initial account purchase, mail a check made payable
in U.S. dollars to "North American Funds" with a completed New Account
Application (copy enclosed with this Prospectus) to:
North American Funds
P.O. Box 8505
Boston, MA 02266-8505
Third party checks which are payable to an existing shareholder of the Fund
who is a natural person (as opposed to a corporation or partnership) and
endorsed over to the Fund will be accepted.
To make a purchase of shares to an existing North American Funds account,
please note your account number on the check and forward it with an account
investment slip to the above address.
Note: To establish certain tax deferred retirement plan accounts, such as
IRAs, you will be required to complete a separate application which may be
obtained from the Distributor or a securities dealer who has a Dealer
Agreement with the Distributor.
2. By Federal Funds Wire. Shares may be purchased in any Portfolio by wire
transfer. To obtain instructions for Federal Funds Wire purchases, please
contact the Customer Service Department at (800) 872-8037.
3. Through a Securities Dealer. You may purchase shares by contacting a
securities dealer who has a Dealer Agreement with the Distributor.
Orders for shares of all Portfolios except the Money Market Fund will be
assigned the next closing price after receipt of the order. Orders for the
Money Market Fund will be assigned the next closing price after the payment
has been converted to Federal Funds and dividends will begin to accrue on the
business day after such conversion. While orders for shares of the Strategic
Income, Investment Quality Bond, U.S. Government Securities and National
Municipal Bond Funds are assigned the next closing price after receipt of the
order, dividends will begin to accrue on the business day after the purchase
has been converted into Federal Funds.
SHARE PRICE
The public offering price of the Class A shares of each Portfolio is the net
asset value per share (next determined following receipt of an order) plus, in
the case of all Portfolios except the Money Market Fund, a front end sales
charge, if applicable. The share price for Class B shares and Class C shares
is the net asset value per share (next determined following receipt of an
order).
CLASS A SHARES
The public offering price for purchases of Class A shares of less than $1
million is the net asset value per share plus a front end sales charge,
expressed as a percentage of the offering price as set forth in the table
below. No front end sales charge is imposed on the purchase of Class A shares
of the Money Market Fund. However, when Class A shares of the Money Market
Fund on which no sales charge has been paid or waived are exchanged for Class
A shares of another Portfolio, the sales charge applicable to purchases of
Class A shares will be assessed at that time. Purchases of Class A shares of
$1 million or more are offered for sale at net asset value subject to a CDSC
of 1% of the dollar amount subject thereto if redeemed within one year of
purchase. See "PURCHASES OF SHARES--Contingent Deferred Sales Charge" below.
The CDSC may be waived on certain redemptions of shares. See "PURCHASES OF
SHARES--Waiver of CDSC."
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CLASS A SALES CHARGE TABLE
<TABLE>
<CAPTION>
CONCESSION TO
PERCENTAGE OF BROKER DEALER AS
AMOUNT OF PERCENTAGE OF THE NET AMOUNT A PERCENTAGE OF
PURCHASE PAYMENT THE OFFERING PRICE INVESTED OFFERING PRICE
---------------- ------------------ -------------- ----------------
<S> <C> <C> <C>
Less than $100,000.......... 4.75% 4.99% 4.00%
$100,000 but less than
$250,000................... 4.00% 4.17% 3.25%
$250,000 but less than
$500,000................... 3.00% 3.09% 2.50%
$500,000 but less than 1
million.................... 2.25% 2.30% 1.75%
$1 million or more.......... None* None* See below**
</TABLE>
- --------
* A CDSC may apply. See "PURCHASES OF SHARES--Contingent Deferred Sales
Charge."
** For purchases of Class A shares of $1 million or more the Distributor will
pay a commission to dealers as follows: 1.00% on sales up to $5 million
(0.50% for sales of the National Municipal Bond Fund), plus 0.50% of the
amount in excess of $5 million; provided, however, that the Distributor may
pay a commission on sales in excess of $5 million of up to 1.00% to certain
dealers which, at the Distributor's invitation, enter into an agreement
with the Distributor in which the dealer agrees to return any commission
paid to it on the sale (or a pro rata portion thereof) if the shareholder
redeems his shares within a period of time after purchase as specified by
the Distributor. Purchases of $1 million or more for each shareholder
account will be aggregated over a 12 month period (commencing from the date
of the first such purchase) for purposes of determining the level of
commission to be paid during that period with respect to such account.
The Distributor may reallow concessions to securities dealers with whom it
has agreements and retain the balance over such concessions, and at times the
Distributor may reallow the entire front end sales charge to such dealers. In
such circumstances, dealers may be deemed to be underwriters under the 1933
Act. Also, during an initial offering period following the introduction of a
new portfolio, and from time to time thereafter, additional amounts may be
paid by the Distributor or its promotional agent that would result in total
dealer concessions exceeding the offering price.
The Distributor may also pay banks and other financial service firms
("Service Organizations") that provide services for their clients to
facilitate transactions in Class A shares of a Portfolio, a transaction fee up
to an amount equal to the greater of the full applicable front end sales
charge or the "Concession to a Broker Dealer as a Percentage of Offering
Price" as shown in the above table. Banks are currently prohibited under the
Glass-Steagall Act from providing certain underwriting or distribution
services. If banking firms are prohibited from acting in any capacity or
providing any of the described services, management will consider what action,
if any, is appropriate. It is not anticipated that termination of a
relationship with a bank would result in any material adverse consequences to
a Portfolio. In addition, State securities laws may differ from federal laws
regarding Service Organizations which may be required to register under State
securities laws as brokers and/or dealers.
REDUCED SALES CHARGES
Investors purchasing Class A shares may be able to benefit from a reduction
or elimination of the front end sales charge through several purchase plans.
Right of Accumulation. For the purposes of determining which sales charge
level in the table above is applicable to a purchase of Class A shares,
investors may combine the total of the value of the shares being purchased
with the amount equal to the current net asset value of the investor's
holdings of shares in all Portfolios of the Fund, including holdings in Class
B and Class C shares, but excluding shares purchased or held in the Money
Market Fund. Also, for purposes of the foregoing calculation, shares
(including holdings in Class B and Class C shares, but excluding shares
purchased or held in the Money Market Fund) beneficially owned by the
investor's spouse and the investor's children under the age of 21 may, upon
written notice to the transfer agent, also be included in the investor's
beneficial holdings at the current net asset value to reach a level specified
in the above table. The investor must notify the transfer agent in writing of
all share accounts to be considered in exercising the right of accumulation
described above.
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Statement of Intention. For the purposes of determining which sales charge
level in the table above is applicable to a purchase of Class A shares,
investors may also establish a total investment goal in shares of the Fund to
be achieved over a thirteen-month period and may purchase Class A shares
during such period at the applicable reduced front end sales charge. All
shares, including Class B shares and Class C shares (but excluding shares
purchased or held in the Money Market Fund), previously purchased and still
beneficially owned by the investor and his or her spouse and children under
the age of 21 may, upon written notice to the transfer agent, also be included
at the current net asset value to reach a level specified in the table above.
Shares totaling 5% of the dollar amount of the Statement of Intention will
be held in escrow by the Transfer Agent in the name of the purchaser. The
effective date of a Statement of Intention may be back-dated up to 90 days, in
order that any investments made during this 90-day period, valued at the
purchaser's cost, can be applied to the fulfillment of the Statement of
Intention goal.
The Statement of Intention does not obligate the investor to purchase, nor
the Fund to sell, the indicated amount. In the event the investment goal is
not achieved within the thirteen-month period, the purchaser is required to
pay the front end sales charge that would otherwise have applied to the
purchases of Class A shares made during this period. If a payment is due under
the preceding sentence, it must be made directly to the Distributor within
twenty days of notification or, if not paid, the Distributor will liquidate
sufficient escrowed shares to obtain such difference. Certain transitional
rules apply to shareholders who had a statement of intention in effect prior
to April 1, 1994. For additional information, shareholders should contact the
Fund, Wood Logan or eligible securities dealers.
Group Purchases. Subject to applicable regulations, reduced front end sales
charges as set forth in the "Class A Sales Charge Schedule" are available on
the purchase of Class A shares when sales are made to a group of individuals
in such a manner as results in a savings of sales expenses. Approval of group
purchase reduced front end sales charge plans is subject to the discretion of
the Distributor.
Certain Qualified Purchasers. No front end sales charge or CDSC is
applicable to any sale of Class A shares to a Trustee or officer of the Fund,
or to the immediate families (i.e., the spouse, children, mother or father) of
such persons, or any full-time employee or registered representative of
broker/dealers having Dealer Agreements with the Distributor ("Selling
Broker") and their immediate families (or any trust, pension, profit sharing
or other benefit plan for the benefit of such persons), or any full-time
employee of a bank, savings and loan, credit union or other financial
institution that utilizes a Selling Broker to clear purchases of Fund shares,
and their immediate families. In addition, no front end sales charge or CDSC
is applicable on any sale to CypressTree or any of its affiliates, the
Subadvisers or Wood Logan, or to a director, officer, full-time employee or
sales representative of CypressTree or any of its affiliates, the Subadvisers
or any of their affiliates or of Wood Logan, or to the immediate families of
such persons, or any trust, pension, profit-sharing or other benefit plan for
the benefit of such persons.
No front end sales charge or CDSC on Class A shares is applicable to
continuing purchase payments made in connection with Code Section 401
qualified plans that were invested in the Fund prior to April 1, 1994.
A qualified retirement plan that is currently a shareholder of the Fund may
make additional purchases of Class A shares at net asset value (i.e., without
the imposition of a front end sales load or CDSC). A commission or transaction
fee of 1.00% will be paid by the Distributor to broker-dealers, banks and
other financial service firms subject to a chargeback to the firm for
redemptions made within one year from the date of purchase.
Class A shares may be purchased at net asset value by certain broker-dealers
and other financial institutions which have entered into an agreement with the
Distributor, which includes a requirement that such shares be sold for the
benefit of clients participating in a "wrap account" or a similar account
program under which such clients pay a fee to such broker-dealer or other
financial institution. Class A shares may also be purchased at net asset value
by registered investment advisers for the benefit of client accounts if the
adviser charges a fee (other than brokerage commissions) for his services.
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CLASS B SHARES
Class B shares are offered for sale at net asset value, and are offered for
purchases of $250,000 or less. Class B shares which are redeemed within six
years of purchase are subject to a CDSC at the rates set forth in the table
below, charged as a percentage of the dollar amount subject thereto. See
"PURCHASES OF SHARES--Contingent Deferred Sales Charge."
CLASS B CDSC TABLE
<TABLE>
<CAPTION>
CDSC AS A PERCENTAGE OF
YEAR(S) SINCE PURCHASE ORDER DOLLAR AMOUNT SUBJECT TO CHARGE
---------------------------- -------------------------------
<S> <C>
Up to 2 years................................. 5%
2 years or more but less than 3 years......... 4%
3 years or more but less than 4 years......... 3%
4 years or more but less than 5 years......... 2%
5 years or more but less than 6 years......... 1%
6 or more years............................... 0%
</TABLE>
The CDSC may be waived on certain redemption of shares. See "PURCHASES OF
SHARES--Waiver of CDSC"
CLASS C SHARES
Class C shares are offered for sale at net asset value and are offered for
purchases of less than $1 million. Class C shares are sold without a front end
sales charge. Class C shares are subject to a CDSC of 1% of the dollar amount
subject thereto during the first year after purchase. See "PURCHASES OF
SHARES--Contingent Deferred Sales Charge"
The CDSC may be waived on certain redemptions of shares. See "PURCHASES OF
SHARES--Waiver of CDSC."
CONTINGENT DEFERRED SALES CHARGE
Class A shares (purchases of $1 million or more) and Class C shares which
are redeemed within one year of purchase are subject to a CDSC at the rate of
1% of the dollar amount subject thereto. Class B shares which are redeemed
within six years of purchase are subject to a CDSC at the rates set forth
above under "PURCHASES OF SHARES--Class B Shares." The CDSC generally is not
applicable with respect to redemption of shares of the Money Market Fund.
However, in the case of shares of the Money Market Fund which were obtained
through an exchange of the same class of shares of another Portfolio, such
shares will be subject to any applicable CDSC due at redemption. Similarly,
shares initially purchased as shares of the Money Market Fund which are
subsequently exchanged for the same class of shares of other Portfolios will
be subject to any applicable CDSC due at redemption. See "SHAREHOLDER
SERVICES--Exchange Privilege." The CDSC is assessed on an amount equal to the
lesser of the net asset value at redemption or the initial purchase price of
the shares being redeemed. Solely for purposes of determining the amount of
time from the purchase of shares until redemption, all orders accepted during
a month are aggregated and deemed to have been made on the last business day
of that month.
In determining the amount of the CDSC that may be applicable to a
redemption, any shares in the redeeming shareholder's account that may be
redeemed without charge will be assumed to be redeemed prior to those subject
to a charge. In addition, if the CDSC is determined to be applicable to
redeemed shares, it will be assumed that shares held for the longest duration
are redeemed first. No CDSC is imposed on (i) amounts representing increases
in the net asset value per share; or (ii) shares acquired through reinvestment
of income dividends or capital gains distributions. Because shares of the
Money Market Fund are not subject to any distribution or service fees, the
CDSC period is tolled for any period of time in which shares are held in that
Portfolio. For example, if Class C shares of a Portfolio other than the Money
Market Fund are exchanged for the same class of shares of the Money Market
Fund six months after purchase and are subsequently redeemed one
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year later, these shares are subject to a CDSC since the CDSC period is tolled
during the period of time the shares are in the Money Market Fund.
Furthermore, when Money Market Fund shares are exchanged for the same class of
shares of any other Portfolio, the CDSC becomes (or, in the case of Money
Market Fund shares which were subject to a CDSC prior to a previous exchange
for Money Market Fund shares, again becomes) applicable to those shares
commencing at the time of exchange. If such shares are subsequently redeemed,
only time of ownership spent in Portfolios other than the Money Market Fund
counts toward determining the applicable CDSC.
WAIVER OF CDSC
Systematic Withdrawal Plan. The CDSC on Class A, Class B and Class C shares
may be waived in connection with a Systematic Withdrawal Plan. See
"SHAREHOLDER SERVICES--Systematic Withdrawal Plan." [For accounts opened after
May 1, 1995,] up to 12% of the value of an account (i.e., up to 1% per month
of the value of the account at the time the systematic withdrawal is taken)
may be withdrawn without the imposition of CDSC. If distributions (dividends
and capital gains) are reinvested into an account and systematic withdrawals
are also taken from the account, the distributions (which are never assessed a
CDSC) will be included in the calculation of the 1% per month that may be
withdrawn without the imposition of a CDSC.
Qualified Retirement Plans. The CDSC on Class A, Class B and Class C shares
may be waived in connection with redemptions from qualified retirement plans
(other than Individual Retirement Accounts ("IRAs")) in the case of (i) death
or disability (as defined in section 72(m)(7) of the Code, as amended from
time to time) of the participant in the retirement plan, (ii) required minimum
distributions from the retirement plan due to attainment of age 70 1/2, (iii)
tax-free return of an excess contribution to the retirement plan, (iv)
retirement of the participant in the retirement plan, (v) a loan from the
retirement plan (repayment of a loan, however, will constitute a new sale for
purposes of assessing the CDSC), (vi) "financial hardship" of the participant
in the retirement plan, as that term is defined in Treasury Regulation
1.401(k)-1(d)(2), as amended from time to time, (vii) termination of
employment of the participant in the plan (excluding, however, a partial or
other termination of the retirement plan), and (viii) the plan participant
obtaining age 59 1/2.
Other Waivers. The CDSC on Class A, Class B and Class C shares may be waived
in connection with (i) redemptions made following the death of a shareholder,
(ii) redemptions effected pursuant to the Fund's right to liquidate a
shareholder's account if the aggregate net asset value of the shares held in
the account is less than the applicable minimum account size and (iii) a tax-
free return of an excess contribution to any retirement plan.
OTHER DEALER COMPENSATION
The Distributor may, either directly or through Wood Logan, from time to
time assist dealers by, among other things, providing sales literature to, and
holding educational programs for the benefit of, dealers' registered
representatives. Participation of registered representatives in such
informational programs may require the sale of minimum dollar amounts of
shares of the Portfolios of the Fund. The Distributor and/or Wood Logan will
also provide additional promotional incentives to dealers in connection with
sales of shares of all classes of the Portfolios of the Fund. These incentives
shall include payment for travel expenses, including lodging (which may be at
a luxury resort), incurred in connection with trips taken by qualifying
registered representatives and members of their families within or outside the
United States. Incentive payments will be provided for out of the front end
sales charges and CDSCs retained by the Distributor, any applicable
Distribution Plan payments or the Distributor's other resources. Other than
Distribution Plan payments, the Fund does not bear distribution expenses. The
staff of the Securities and Exchange Commission has indicated that dealers who
receive more than 90% of the sales charge may be considered underwriters.
DISTRIBUTION EXPENSES
In addition to the front-end sales charge which may be deducted at the time
of purchase of Class A shares of less than $1 million and the CDSC which may
apply on redemptions of Class A shares (purchases of $1
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million or more), Class B shares, and Class C shares, each class of shares of
each Portfolio is authorized under the Distribution Plan applicable to that
class of shares (the "Class A Plan," the "Class B Plan" and the "Class C
Plan," collectively, the "Plans") adopted pursuant to Rule 12b-1 under the
1940 Act to use the assets attributable to such class of shares of the
Portfolio to finance certain activities relating to the distribution of shares
to investors. The Plans are "compensation" plans providing for the payment of
a fixed percentage of average net assets to finance distribution expenses. The
Plans provide for the payment by each class of shares of each Portfolio of the
Fund, other than the Money Market Fund, of a monthly distribution and service
fee to the Distributor, as principal underwriter for the Fund. Portions of the
fees prescribed below are used to provide payments to the Distributor, to
promotional agents, to brokers, dealers or financial institutions
(collectively, "Selling Agents") and to Service Organizations for ongoing
account services to shareholders and are deemed to be "service fees" as
defined in paragraph (b)(9) of Section 2830 of the Conduct Rules of the NASD.
Under the Class A Plan, Class A shares of each Portfolio (except as
described in the next sentence) are subject to a fee of up to .35% of their
respective average annual net assets, five-sevenths of which (.25%)
constitutes a "service fee." Class A shares of the Money Market Fund bear no
such fees and Class A shares of the National Municipal Bond Fund are subject
to a fee of up to .15% of Class A average annual net assets, the entire amount
of which constitutes a "service fee." Under the Class B Plan, Class B shares
of each Portfolio (with the exception of the Money Market Fund) are subject to
a fee of up to 1.00% of their respective average annual net assets, one-fourth
(.25%) of which constitutes a "service fee." Under the Class C Plan, Class C
shares of each Portfolio (with the exception of the Money Market Fund) are
subject to a fee of up to 1.00% of their respective average annual net assets,
one-fourth (.25%) of which constitutes a "service fee."
Payments under the Plans are used primarily to compensate the Distributor
(and the Former Distributor with respect to shares purchased before October 1,
1997) for distribution services provided by it in connection with the offering
and sale of the applicable class of shares, and related expenses incurred,
including payments by the Distributor to compensate or reimburse Selling
Agents for sales support services provided and related expenses incurred by
such Selling Agents. Such services and expenses may include the development,
formulation and implementation of marketing and promotional activities, the
preparation, printing and distribution of prospectuses and reports to
recipients other than existing shareholders, the preparation, printing and
distribution of sales literature, expenditures for support services such as
telephone facilities and expenses and shareholder services as the Fund may
reasonably request, provision to the Fund of such information, analyses and
opinions with respect to marketing and promotional activities as the Fund may,
from time to time, reasonably request, commissions, incentive compensation or
other compensation to, and expenses of, account executives or other employees
of the Distributor or Selling Agents, attributable to distribution or sales
support activities, respectively, overhead and other office expenses of the
Distributor or Selling Agents, attributable to distribution or sales support
activities, respectively, and any other costs and expenses relating to
distribution or sales support activities. The Distributor may pay directly
Selling Agents and may provide directly the distribution services described
above, or it may arrange for such payment or the performance of some or all of
such services by Wood Logan, the Fund's exclusive promotional agent, at such
level of compensation as may be agreed to by the Distributor and Wood Logan.
Each of the Distributor and, with respect to shares purchased before October
1, 1997, the Former Distributor currently pays a trail commission to
securities dealers, with respect to accounts that such dealers continue to
service for shares sold after April 1, 1994 as follows: Class A shares--.25%
annually, commencing from the date the purchase order is accepted, for all
Portfolios (except the National Municipal Bond Fund, for which the trail
commission is .15%, and the Money Market Fund, for which no trail commission
is paid); Class B shares--.25% annually, for all Portfolios (except the
National Municipal Bond Fund, for which the trail commission is .15%, and the
Money Market Fund, for which no trail commission is paid); and Class C
shares--1.0% annually, for all Portfolios other than the Investment Quality
Bond, U.S. Government Securities, National Municipal Bond and Money Market
Funds and .90% annually, for the Investment Quality Bond, U.S. Government
Securities and National Municipal Bond Fund (no trail commission is paid on
the Money Market Fund). The trail commission payable following conversion of
Class B and Class C shares to Class A shares will be in accordance with the
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amounts paid for Class A shares. For Class B and Class C shares sold on or
after May 1, 1995, trail commissions commence 13 months after purchase. For
Class B and Class C shares sold prior to May 1, 1995, trail commissions
commence the date the purchase order is accepted. Trail commissions for shares
sold prior to April 1, 1994 will be paid as noted below.
In the case of Class B shares and Class C shares sold on or after May 1,
1995, the Distributor and, with respect to shares purchased before October 1,
1997, the Former Distributor, will advance to securities dealers the first
year service fee at a rate equal to 0.25% of the purchase price of such shares
and, as compensation therefor, the Distributor may retain the service fee paid
by the Fund with respect to such shares for the first year after purchase. In
the case of sales of Class B shares, the Distributor will pay each dealer a
fee of 4% of the amount of Class B shares purchased (0.25% is the advancement
of the first year service fee and the remainder is a commission or transaction
fee). No commission or transaction fee is paid for sales of shares of Class B
of the Money Market Fund. In the case of sales of Class C shares, the
Distributor will pay each securities dealer a fee of 1% (0.90% in the case of
the Investment Quality Bond, U.S. Government Securities and National Municipal
Bond Fund of the purchase price of Class C shares purchased through such
securities dealer (0.25% is the advancement of the first year service fee and
the remainder is a commission or transaction fee). No commission or
transaction fee is paid for sales of shares of Class C of the Money Market
Fund.
The Former Distributor also currently pays a trail commission to securities
dealers, with respect to accounts that such dealers continue to service for
shares sold prior to April 1, 1994, as follows: (i) for the Equity- Income,
Growth and Income, Global Equity and Balanced Funds, 0.90%, (ii) for the U.S.
Government Securities, Investment Quality Bond and Strategic Income Funds,
0.35% and for the National Municipal Bond Fund, 0.15%. No trail commission
will be paid on shares of the Money Market Fund. The trail commission above
will be paid on shares purchased prior to April 1, 1994 provided the shares
remain in the same Portfolio. If the shares are exchanged or transferred from
the Portfolio at any time on or after April 1, 1994, then the trail commission
for shares sold after April 1, 1994 as stated above will be paid.
The distribution and service fees attributable to the Class B shares and the
Class C shares are designed to permit an investor to purchase shares without
the assessment of a front end sales charge, and, with respect to the Class C
shares, without the assessment of a CDSC as well, and at the same time permit
the Distributor to compensate securities dealers with respect to sales of such
shares.
Each of the Distributor and, with respect to shares purchased before October
1, 1997, the Former Distributor, is authorized by each Plan to retain any
excess of the fees it receives thereunder over its payments to selected
dealers or Wood Logan and its expenses incurred in connection with providing
distribution services. Thus, payments under a Plan may result in a profit to
the Distributor or the Former Distributor as applicable. Each Plan also
provides that to the extent that any payments by any class of any Portfolio of
the Fund to [the Former Distributor in its capacity as former investment
adviser to the Fund, such as for investment management fees, may be deemed to
be an indirect payment of distribution expenses, those indirect payments are
deemed to be authorized by the Plans.] Payments made under the Plans are
subject to quarterly review by the Trustees and the Plans are subject to
annual review and approval by the Trustees.
In adopting the Plans, the Trustees determined that the adoption of the
Plans is in the best interests of the Fund and its shareholders, that there is
a reasonable likelihood that the Plans will benefit the Fund and its
shareholders, and that the Plans are essential to, and an integral part of,
the Fund's program for financing the sale of shares of the various Portfolios
of the Fund to the public.
The Distributor, a wholly-owned subsidiary of CypressTree Investments, Inc.,
is a broker/dealer registered under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and is a member of the NASD. The Distributor's
address is the same as that of the Fund. The Distributor has entered into a
promotional agent agreement with Wood Logan pursuant to which Wood Logan will
solicit securities dealers to sell Fund shares, offer sales training to
registered representatives of such dealers, prepare and distribute certain
sales and promotional materials and otherwise assist in the distribution of
Fund shares. For providing such services, the
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Distributor will pay Wood Logan such amounts as are agreed to from time to
time pursuant to the promotional agent agreement. Wood Logan, a broker/dealer
registered under the 1934 Act and a member of the NASD, is a subsidiary of
Wood Logan Associates, Inc., a corporation which is a wholly-owned subsidiary
of a holding company that is 85% owned by the Manufacturers Life Insurance
Company and approximately 15% owned by principals of Wood Logan. The address
of Wood Logan is 1455 East Putnam Avenue, Old Greenwich, Connecticut 06870.
SHAREHOLDER SERVICES
FURTHER INFORMATION ON ANY OF THE PROGRAMS DESCRIBED IN THE FOLLOWING
SECTIONS MAY BE OBTAINED FROM THE FUND, WOOD LOGAN AND ELIGIBLE SECURITIES
DEALERS. FOR ADDITIONAL INFORMATION, SHAREHOLDERS SHOULD CONTACT THE FUND,
WOOD LOGAN OR ELIGIBLE SECURITIES DEALERS.
AUTOMATIC INVESTMENT PLAN
Shareholders who open an account who wish to make subsequent monthly
investments in a Portfolio may establish an Automatic Investment Plan as part
of the initial Application or subsequently by submitting an Application. Under
this plan, on or about the tenth day of each month the Transfer Agent will
debit the shareholder's bank account in the amount specified by the
shareholder (which monthly amount may not be less than $50). The proceeds will
be invested in shares of the specified class of a Portfolio of the Fund at the
applicable offering price determined on the date of the debit. In the event of
a full exchange, this plan will follow into the new Portfolio unless otherwise
specified. Participation in the Automatic Investment Plan may be discontinued
upon 30 days' written notice to the Transfer Agent, or if a debit is not
honored.
EXCHANGE PRIVILEGE
Shares of any Portfolio may be exchanged for shares of the same class of any
other Portfolio with the same account registration at the relative net asset
value per share without the imposition of any front end sales charge or CDSC,
except as described below. Shares of one class may not be exchanged for shares
of any other class of any Portfolio.
Class A Shares--Class A shares of any Portfolio may be exchanged for Class A
shares of any other Portfolio at the relative net asset value per share
without the imposition of a front end sales charge or CDSC which would be due
upon redemption with respect to the shares being exchanged. However, a front
end sales charge will be imposed with respect to Class A shares (purchases of
less than $1 million) which are issued upon an exchange from Class A Money
Market Fund shares and as to which no front end sales charge had been
previously paid or waived. See "SHAREHOLDER SERVICES--Money Market Fund--
Assessment of CDSC."
Class B Shares--Class B shares of any Portfolio may be exchanged for Class B
shares of any other Portfolio, including the Money Market Fund, at the
relative net asset value per share without the imposition at that time of any
CDSC which would be due upon redemption with respect to the shares being
exchanged. See "SHAREHOLDER SERVICES--Money Market Fund--Assessment of CDSC."
Class C Shares--Class C shares of any Portfolio may be exchanged for Class C
shares of any other Portfolio, including the Money Market Fund, at the
relative net asset value per share without the imposition at that time of any
CDSC which would be due upon redemption with respect to the shares being
exchanged. See "SHAREHOLDER SERVICES--Money Market Fund--Assessment of CDSC."
Money Market Fund--Assessment of CDSC--The CDSC period for Class A shares
(purchases of $1 million or more), Class B shares and Class C shares is tolled
for any period of time in which they are held in the Money Market Fund. For
example, if Class C shares of a Portfolio, other than the Money Market Fund,
are
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exchanged for Class C shares of the Money Market Fund six months after
purchase and are subsequently redeemed one year later, these Class C shares
are subject to a CDSC since the CDSC period is tolled during the period of
time the shares are in the Money Market Fund. Furthermore, when Money Market
Fund shares are exchanged for shares of any other Portfolio, the CDSC becomes
(or, in the case of Money Market Fund shares which were subject to a CDSC
prior to a previous exchange for Money Market Fund shares, again becomes)
applicable to those shares commencing at the time of exchange. If such shares
are subsequently redeemed, only time of ownership spent in Portfolios other
than the Money Market Fund counts toward determining the applicable CDSC.
General Information--Exchanges are regarded as sales for federal and state
income tax purposes and could result in a gain or loss, depending on the
original cost of shares exchanged. If the exchanged shares were acquired
within the previous 90 days, the gain or loss may have to be computed without
regard to any sales charges incurred on the exchanged shares (except to the
extent those sales charges exceed the sales charges waived in connection with
the exchange). See "GENERAL INFORMATION--Taxes." Exchanges are free and
unlimited in number and will usually occur on the same day as requested. The
terms of the foregoing exchange privilege are subject to change and the
privilege may be terminated at any time. The exchange privilege is only
available where the exchange may legally be made.
By mail--an exchange will be honored by a written letter of request to the
Fund if signed by all registered owners of the account.
By telephone--All accounts are eligible for the telephone exchange
privilege. See "--ADDITIONAL SHAREHOLDER PRIVILEGES--Telephone Exchanges."
TRANSFER OF SHARES
Shareholders may transfer fund shares to family members and others at any
time without incurring a front end sales charge (Class A shares purchases of
less than $1 million) and without a CDSC being imposed at that time (Class A
shares purchases of $1 million or more, Class B shares and Class C shares).
Shareholders should consult their tax adviser concerning such transfers.
REDEMPTION OF SHARES
You may redeem shares of your account in any amount and at any time at the
applicable net asset value next determined after the request for redemption is
received in proper order by the Fund. As described under "PURCHASE OF SHARES,"
redemptions of Class A shares purchases of $1 million or more, Class B shares
and Class C shares and may subject to a CDSC. The Fund will normally send the
proceeds from a redemption (less any applicable CDSC) on the next business
day, but if making immediate payment could adversely affect the Fund, it may
take up to seven days for payment to be made. Payment may also be delayed if
the shares to be redeemed were purchased by check and that check has not
cleared.
GENERAL METHODS OF REDEEMING SHARES
1. By Mail. You may redeem shares by mail by sending a written request for
the redemption to the Fund. The request will be processed after receipt of all
required documents in proper order: certificates of beneficial interest (if
issued); a stock power signed by all account owners exactly as the account is
registered specifying the number of shares or dollars to be redeemed; and in
the case of a redemption to be paid to a person or address other than the
person or address of record and/or in an amount greater than $50,000, a
guarantee of the stock power signatures(s) without restriction, condition or
qualification by an officer of a commercial bank, Trust Company, Federal
savings and loan institution, member firm of a national securities exchange or
NASD member. If shares are held in the name of a corporation, trust, estate,
custodianship, partnership or pension or profit sharing plan, additional
documentation may be necessary.
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2. Through a Securities Dealer. You may sell your shares by contacting a
securities dealer who has a Dealer Agreement with the Distributor. (See
"GENERAL--Repurchase of Shares" in the Statement of Additional Information for
more details.) The dealer may assess a nominal fee for this service.
REINSTATEMENT PRIVILEGE
With regard to Class A shares (purchases of less than $1 million), you may
reinstate at net asset value any portion of shares which have been previously
redeemed if the redemption occurred within 90 days of the request. With regard
to Class A shares (purchases of $1 million or more), Class B shares and Class
C shares and, if an investor redeems these shares and pays a CDSC upon
redemption, and then uses those proceeds to purchase the same class of shares
of any Portfolio within 90 days, the shares purchased will be credited with
any CDSC paid in connection with the prior redemption.
Any gain recognized on a redemption or repurchase is taxable despite the
reinstatement in the Portfolio. Any loss realized as a result of the
redemption or repurchase may not be allowed as a deduction for federal income
tax purposes but may be applied, depending on the amount reinstated, to adjust
the cost basis of the shares acquired upon reinstatement. In addition, if the
shares redeemed or repurchased had been acquired within the 90 days preceding
the redemption or repurchase, the amount of any gain or loss on the redemption
or repurchase may have to be computed without regard to any sales charges
incurred on the redeemed or repurchased shares (except to the extent those
sales charges exceed the sales charges waived in connection with the
reinstatement). See "GENERAL INFORMATION--Taxes."
MINIMUM ACCOUNT BALANCE
The Fund reserves the right to involuntarily redeem your account any time
the value of your account falls below $500 as a result of redemption, with the
exception of a retirement plan account and with respect to an account
established with a minimum of $50 pursuant to programs such as Automatic
Investment Plans, Automatic Dividend Diversification, and Systematic
Investing. You will be notified in writing prior to the redemption and be
allowed 30 days to make additional investments before the redemption is
processed.
REDEMPTION IN KIND
The Trustees of the Fund reserve the right to redeem proceeds in whole or in
part by a distribution in kind of marketable securities held by a Portfolio of
the Fund. See "GENERAL--Redemption in Kind" in the Statement of Additional
Information for more details.
ADDITIONAL SHAREHOLDER PRIVILEGES
CERTAIN PRIVILEGES LISTED IN THIS SECTION MAY NOT BE OFFERED BY THE FUND IF
YOU HOLD SHARES WITH THE FUND IN THE "STREET NAME" OF A FINANCIAL INSTITUTION,
OR IF THE ACCOUNT IS NETWORKED THROUGH NATIONAL SECURITIES CLEARING
CORPORATION (NSCC).
AUTOMATIC INVESTMENT PLAN
If you open an account and wish to make subsequent, periodic investments in
a Portfolio by electronic funds transfer from a bank account, you may
establish an Automatic Investment Plan on your account. The bank at which your
account is maintained must be a member of the Automated Clearing House (ACH).
The frequency with which the investments occur is specified by you (monthly,
every alternate month, quarterly, etc.) with the exception that no more than
one investment will be processed each month. On or about the tenth of the
month, the Fund will debit your bank account in the specified amount (minimum
of $50 per draft) and the proceeds will be invested at the applicable offering
price determined on the date of the debit. In the event of a full exchange,
this plan will follow into the new Portfolio unless otherwise specified.
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AUTOMATIC DIVIDEND DIVERSIFICATION (ADD)
The ADD program allows you to have all dividends and any other distributions
from a Portfolio automatically used to purchase shares of the same class of
any other Portfolio of the Fund. The receiving account must be in the same
name as your existing account. The purchase of shares to the Portfolio
receiving the cross-investment of the dividends will be using the net asset
value at the close of business of the dividend payable date.
SYSTEMATIC INVESTING
You may request that your shares of any class of the Money Market, U.S.
Government Securities or National Municipal Bond Fund be exchanged monthly for
shares of the same class of up to three other Portfolios. A predetermined
dollar amount of at least $50 per exchange will then occur on or about the
15th of each month in accordance with the instructions you provided on the
initial account application or on the Systematic Investing application. This
Systematic Investing program is also referred to as "Dollar Cost Averaging."
SYSTEMATIC WITHDRAWAL PLAN
You may establish a plan for redemptions to be made automatically at
monthly, quarterly, semiannual or annual intervals with payments sent directly
to you or to persons designated by you as recipients of the withdrawals. Up to
12% of the value of an account (i.e., up to 1% per month of the value of the
account at the time the Systematic Withdrawal is taken) may be withdrawn
without the imposition of CDSC. See "PURCHASES OF SHARES--Waiver of CDSC."
Requests for this service not made on the initial application require
signature guarantees unless the payments are to be made to you and mailed to
the address of record on your account. You are required to have a minimum
account value of $10,000 per Portfolio in order to establish this plan.
Maintenance of a Systematic Withdrawal Plan concurrently with purchases of
additional shares may be disadvantageous to you because of the sales charges
on certain purchases and redemptions.
The redemptions will occur on or about the 25th day of the month and the
checks will generally be mailed within two days after the redemption occurs.
No redemption will occur if the account balance falls below the amount
required to meet the requested withdrawal amount. This service may be
terminated at any time, and, while no fee is currently charged (although a
CDSC may be applicable), the Distributor reserves the right to initiate a fee
of up to $5 per withdrawal upon 30 days' written notice to the shareholder.
CHECKWRITING
Checkwriting is available only to Class A and Class C shareholders of the
U.S. Government Securities, National Municipal Bond and Money Market Funds.
You will be issued a book of blank checks if the request is indicated on the
account application and is accompanied by a correctly completed and endorsed
signature card. The checks may be made payable to the order of anyone in any
amount not less than $250. You should not attempt to close your account by
check.
Checks which exceed the value of the account at the time of receipt by the
Fund will not be honored. In addition, the privilege will be invalid when your
account is closed.
When a check is presented for payment, a sufficient number of shares will be
redeemed to cover the amount of the check and any applicable CDSC. If the
amount of the check plus any applicable CDSC is greater than the value of the
shares held in the shareholder's account, the check will be returned unpaid.
This privilege cannot be used for the redemption of shares held in
certificate form.
TELEPHONE TRANSACTIONS
Shareholders are permitted to request exchanges and/or redemptions by
telephone. The Fund will not be liable for following instructions communicated
by telephone that it reasonably believes to be genuine. The Fund
91
<PAGE>
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine and may only be liable for any losses due to
unauthorized or fraudulent instructions where it fails to employ its
procedures properly. Such procedures include the following: upon telephoning a
request, shareholders will be asked to provide their account number, and if
not available, their social security number; for the shareholder's and Fund's
protection, all conversations with shareholders will be tape recorded; and all
telephone transactions will be followed by a confirmation statement of the
transaction.
Telephone Exchanges. You are automatically authorized to effect telephone
exchanges by calling the Fund, unless you elect not to authorize telephone
exchanges in the Application (if you initially elect not to allow telephone
exchanges in the Application, you may request authorization by executing an
appropriate authorization form provided by the Fund upon request.) Exchanges
will only be made if proper account identification is given by the dealer or
shareholder of record. Requests will be processed on the same day as receipt
of the telephone call if the request is made before the close of the regularly
scheduled trading on the Exchange (normally 4:00 p.m. New York time).
This privilege cannot be used for the exchange of shares held in certificate
form.
Telephone Redemptions. You may request the option to redeem shares of any
Portfolio by telephone by completing the "Expedited Telephone Redemptions"
portion of the account application. In order to obtain that day's closing net
asset value on the redemption, the telephone call must be received by the Fund
prior to the close of the regularly scheduled trading on the Exchange
(normally 4:00 p.m. New York time).
Payment for shares will be made by federal wire or by mail as specified by
you in the Application. Payment will normally be sent on the business day
following the date of receipt of the request. Payment by wire to your bank
account must be in amounts of $1000 or more. Although the Fund does not assess
a charge for wire transfers, your bank may assess a charge for the
transaction. Payments by mail may only be sent to your account address of
record and may only be payable to the registered owner(s).
This privilege cannot be used for the redemption of shares held in
certificate form.
CERTIFICATES
Although the Fund does not recommend the issuance of certificates, shares
will be issued in certificate form if specifically requested by the
shareholder.
HOW TO OBTAIN INFORMATION ON YOUR INVESTMENT
1. Confirmation of Share Transactions and Dividend Payments. Share
transactions in all Portfolios, other than trans-actions pursuant to a
Systematic Withdrawal Plan, Automatic Investment Plan, and Systematic
Investing Plan, will be confirmed promptly in the form of an account
confirmation statement which will be mailed to the account address of record.
The Fund will confirm all account activity occurring within a calendar
quarter, including the payment of dividend and capital gain distributions and
transactions made as a result of a Systematic Withdrawal Plan, Automatic
Investment Plan, and Systematic Investing Plan, shortly after the end of each
calendar quarter.
The Fund also reserves the right to confirm, with respect to certain tax
qualified plans and certain group plans, purchases and sales of Fund shares on
a quarterly basis. Transactions in shares of the Money Market Fund, other than
those confirmed quarterly as set forth above, will be confirmed monthly.
A copy of all confirmation statements will be sent to the securities dealer
firm listed on your account.
2. Shareholder Inquiries. Please direct any questions or requests that you
may have concerning the Fund or your account by writing to North American
Funds, P.O. Box 8505, Boston, Massachusetts 02266-8505, or by calling the
Mutual Fund Customer Service Department at 1-800-872-8037.
92
<PAGE>
APPENDIX I
DEBT SECURITY RATINGS
Standard & Poor's Ratings Group ("S&P")
Commercial Paper:
A-1 The rating A-1 is the highest rating assigned by S&P to
commercial paper. This designation indicates that the degree
of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus (+) sign
designation.
A-2 Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high
for issuers designated "A-1".
Bonds:
AAA Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely
strong.
AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only
in small degree.
A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
BB-B- CCC-CC Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance
with the terms of the obligations. BB indicates the lowest
degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
D Bonds rated D are in default. The D category is used when
interest payments or principal payments are not made on the
date due even if the applicable grace period has not expired.
The D rating is also used upon the filing of a bankruptcy
petition if debt service payments are jeopardized.
The ratings set forth above may be modified by the addition of a plus or minus
to show relative standing within the major rating categories.
Moody's Investors Service, Inc. ("Moody's")
Commercial Paper:
P-1 The rating P-1 is the highest commercial paper rating assigned
by Moody's. Issuers rated P-1 (or related supporting
institutions) have a superior capacity for repayment of short-
A-1
<PAGE>
term promissory obligations. P-1 repayment capacity will
normally be evidenced by the following characteristics: (1)
leading market positions in established industries; (2) high
rates of return on funds employed; (3) conservative
capitalization structures with moderate reliance on debt and
ample asset protection; (4) broad margins in earnings coverage
of fixed financial charges and high internal cash generation;
and (5) well established access to a range of financial
markets and assured sources of alternate liquidity.
P-2 Issuers rated P-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions.
Ample alternative liquidity is maintained.
Bonds:
Aaa Bonds which are rated Aaa by Moody's 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 of such issues.
Aa Bonds which are rated Aa by Moody's 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 by Moody's 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 by Moody's are considered as medium
grade obligations, that is, 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; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during other
good and bad times over the future. Uncertainty of position
characterizes bond 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 and other terms of the contract
over any long period of time may be small.
Caa
Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger
with respect to principal or interest.
A-2
<PAGE>
Ca Bonds which are rated Ca represent obligations which are
speculative in high degree. Such issues are often in default or
have other marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers "1", "2" and "3" to certain of its rating
classifications. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a mid-
range ranking; and the modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.
Fitch Investors Service, Inc. ("Fitch")
Commercial Paper:
F-1+ Exceptionally strong credit quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1 Very strong credit quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated "F -1+".
F-2 Issues assigned this rating have a satisfactory degree of
assurance for timely payment but the margin of safety is not
as great as for issues assigned "F-1+" or "F-1".
Bonds:
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely
to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes
in economic conditions and circumstances, however, are more
likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than
for bonds with higher ratings.
BB
Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by
adverse economic changes. However, business and financial
alternatives can be identified which could assist the obligor
in satisfying its debt service requirements.
A-3
<PAGE>
B Bonds are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity
throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
CC Bonds are minimally protected. Default in payment of interest
and/or principal seems probable over time.
C
Bonds are in imminent default in payment of interest or
principal.
DDD-DD- Bonds are in default on interest and/or principal payments.
Such bonds are extremely speculative and should be valued on
and D
the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. "DDD" represents the highest
potential for recovery on these bonds, and "D" represents the
lowest potential for recovery.
Plus and minus signs are used with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs,
however, are not used in the "AAA" category.
ADDITIONAL MOODY'S AND S&P MUNICIPAL BOND RATINGS
MOODY'S RATINGS OF STATE AND MUNICIPAL NOTES
MIG-1/VMIG-1 Notes rated MIG-1/VMIG-1 are of the best quality. There is
present strong protection by established cash flows, superior
liquidity support or broad-based access to the market for
refinancing.
MIG-2/VMIG-2 Notes which are rated MIG-2/VMIG-2 are of high quality.
Margins of protection are ample though not so large as in the
preceding group.
S&P RATINGS OF STATE AND MUNICIPAL NOTES
SP-1
Notes which are rated SP-1 have a very strong or strong
capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will
be given a plus (+) designation.
SP-2 Notes which are rated SP-2 have a satisfactory capacity to pay
principal and interest.
A-4
<PAGE>
APPENDIX II
STRATEGIC INCOME FUND DEBT RATINGS
The average distribution of investments in corporate and government bonds by
ratings for the fiscal year ended October 31, 1997, calculated monthly on a
dollar-weighted basis, for the Strategic Income Fund, was as follows:
<TABLE>
<CAPTION>
UNRATED BUT
OF COMPARABLE
STANDARD & POOR'S QUALITY PERCENTAGE
MOODY'S ----------------- ------------- ----------
<S> <C> <C> <C>
Aaa........................... AAA 0% 42.5%
Aa............................ AA 0% 0%
A............................. A 0% 4.8%
Baa........................... BBB 0% 3.5%
Ba............................ BB 0% 17.5%
B............................. B 0% 26.3%
Caa........................... CCC 0% 1.2%
Ca............................ CC 0% 0%
C............................. C 0% 0%
............................. D 0% 0%
Unrated as a Group: 4.2%
U.S. Government Securities*... 0%
Total......................... 100%
</TABLE>
The actual distribution of the Strategic Income Fund's corporate and
government bond investments by ratings on any given date will vary. In
addition, the distribution of the Portfolio's investments by ratings as set
forth above should not be considered as representative of the Portfolio's
future portfolio composition.
*Obligations issued or guaranteed by the U.S. Government or its agencies,
authorities or instrumentalities.
INVESTMENT QUALITY BOND FUND DEBT RATINGS
The average distribution of investments in corporate and government bonds by
ratings for the fiscal year ended October 31, 1997, calculated monthly on a
dollar-weighted basis, for the Investment Quality Bond Fund, was as follows:
<TABLE>
<CAPTION>
UNRATED BUT
OF COMPARABLE
STANDARD & POOR'S QUALITY PERCENTAGE
MOODY'S ----------------- ------------- ----------
<S> <C> <C> <C>
Aaa..................... AAA 0% 58.0%
Aa...................... AA 0% 1.0%
A....................... A 0% 16.0%
Baa..................... BBB 0% *12.0%
Ba...................... BB 0% 6.0%
B....................... B 0% 7.0%
Caa..................... CCC 0% 0%
Ca...................... CC 0% 0%
C....................... C 0% 0%
....................... D 0% 0%
Unrated as a Group: 0%
U.S. Government Securi-
ties**................. 55.0%
Total................... 100%
</TABLE>
A-5
<PAGE>
The actual distribution of the Investment Quality Bond Fund's corporate and
government bond investments by ratings on any given date will vary. In
addition, the distribution of the Portfolio's investments by ratings as set
forth above should not be considered as representative of the Portfolio's
future portfolio composition.
* 4% of these securities were split-rated; such securities are accounted for
in this table using the lower assigned rating.
** Obligations issued or guaranteed by the U.S. Government or its agencies,
authorities or instrumentalities.
A-6
<PAGE>
[Back outside cover of Prospectus]
NORTH AMERICAN FUNDS
PORTFOLIO SUBADVISERS
J.P. Morgan Investment Management Inc.
Manufacturers Adviser Corporation
Salomon Brothers Asset Management Inc
Wellington Management Company, LLP
Morgan Stanley Asset Management Inc.
T. Rowe Price Associates, Inc.
Founders Asset Management, Inc.
Fred Alger Management, Inc.
Standish, Ayer & Wood, Inc.
Warburg Pincus Asset Management, Inc.
ADVISER DISTRIBUTOR
CypressTree Asset Management Corporation, Inc. CypressTree Funds
Distributors, Inc.
286 Congress Street 286 Congress Street
Boston, MA 02210 Boston, MA 02210
TRANSFER AND DIVIDEND AGENT PROMOTIONAL AGENT
State Street Bank and Trust Company Wood Logan Associates, Inc.
P.O. Box 8505 1455 East Putnam Avenue
Boston, MA 02266-8505 Old Greenwich, CT 06870-1367
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109
CUSTOMER SERVICE
800-872-8037
[LOGO]
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
NORTH AMERICAN FUNDS
North American Funds (the "Fund") is a professionally managed open-end
investment company that currently has fifteen investment portfolios: the Tax-
Sensitive Equity Fund, the Emerging Growth Fund, the International Small Cap
Fund, the Small/Mid Cap Fund, the Global Equity Fund (formerly the Global Growth
Fund), the Growth Equity Fund, the International Growth and Income Fund, the
Growth and Income Fund, the Equity-Income Fund (formerly, the Value Equity Fund
and prior thereto the Growth Fund), the Balanced Fund (formerly the Asset
Allocation Fund), the Strategic Income Fund, the Investment Quality Bond Fund,
the National Municipal Bond Fund, the U.S. Government Securities Fund and the
Money Market Fund (the "Portfolios"). The investment objective of each
Portfolio is described in the Fund's Prospectus dated December 31, 1997 (the
"Prospectus") under the caption "Investment Portfolios." Each Portfolio
currently offers three classes of shares: "Class A" shares, "Class B" shares and
"Class C" shares, all as described in the Prospectus under the caption "Multiple
Pricing System."
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Prospectus, which may be obtained from North
American Funds, 286 Congress Street, Boston, Massachusetts, 02210.
The date of this Statement of Additional Information is December 31, 1997.
1
<PAGE>
TABLE OF CONTENTS
INVESTMENT POLICIES.............................................................
MONEY MARKET INSTRUMENTS........................................................
OTHER INSTRUMENTS...............................................................
Mortgage Securities.............................................................
Asset-Backed Securities.........................................................
Zero Coupon Securities and Pay-in-Kind Bonds....................................
High Yield/High Risk Domestic Corporate Debt Securities.........................
High Yield/High Risk Foreign Sovereign Debt Securities..........................
Municipal Lease Obligations.....................................................
Hybrid Instruments..............................................................
HEDGING AND OTHER STRATEGIC TRANSACTIONS........................................
General Characteristics of Options..............................................
General Characteristics of Futures Contracts and Options on Futures Contracts...
Options on Securities Indices and Other Financial Indices.......................
Currency Transactions...........................................................
Combined Transactions...........................................................
Swaps, Caps, Floors and Collars.................................................
Eurodollar Instruments..........................................................
Municipal Bond Index Futures Contracts..........................................
Risk Factors....................................................................
Risks of Hedging and Other Strategic Transactions Outside the United States.....
Use of Segregated and Other Special Accounts....................................
Other Limitations...............................................................
Warrant Transactions and Risks..................................................
INVESTMENT RESTRICTIONS.........................................................
PORTFOLIO TURNOVER..............................................................
MANAGEMENT OF THE FUND..........................................................
Compensation of Trustees........................................................
Principal Holders of Securities.................................................
INVESTMENT MANAGEMENT ARRANGEMENTS..............................................
Advisory and Subadvisory Agreements.............................................
DISTRIBUTION PLANS..............................................................
Underwriters....................................................................
PORTFOLIO BROKERAGE.............................................................
DETERMINATION OF NET ASSET VALUE................................................
PERFORMANCE INFORMATION.........................................................
TAXES...........................................................................
National Municipal Bond Fund - Taxation Issues..................................
SHAREHOLDER SERVICES............................................................
GENERAL.........................................................................
Adviser's Rationale for Multi-Manager Fund......................................
Fund Shares.....................................................................
Redemption in Kind..............................................................
Repurchase of Shares............................................................
Payment for the Shares Presented................................................
Transfer Agent..................................................................
Reports to Shareholders.........................................................
Independent Accountants.........................................................
2
<PAGE>
INVESTMENT POLICIES
The following discussion supplements the description of the Fund's
Portfolios set forth in the Prospectus under the caption "INVESTMENT
PORTFOLIOS."
MONEY MARKET INSTRUMENTS
The Money Market Fund will be invested in the types of money market
instruments described below. Certain of the instruments listed below may also
be purchased by the other Portfolios in accordance with their investment
policies and all Portfolios may purchase such instruments to invest otherwise
idle cash or for defensive purposes, except that the U.S. Government Securities
Fund may not invest in the instruments described in 2 and 7 below.
1. U.S. Government and Government Agency Obligations. U.S. Government
obligations are debt securities issued or guaranteed as to principal or interest
by the U.S. Treasury. These securities include treasury bills, notes and bonds.
U.S. Government agency obligations are debt securities issued or guaranteed as
to principal or interest by an agency or instrumentality of the U.S. Government
pursuant to authority granted by Congress. U.S. Government agency obligations
include, but are not limited to, the Student Loan Marketing Association, Federal
Home Loan Banks, Federal Intermediate Credit Banks and the Federal National
Mortgage Association. U.S. instrumentality obligations include, but are not
limited to, the Export-Import Bank and Farmers Home Administration. Some
obligations issued or guaranteed by U.S. Government agencies or
instrumentalities are supported by the right of the issuer to borrow from the
U.S. Treasury or the Federal Reserve Banks, such as those issued by Federal
Intermediate Credit Banks; others, such as those issued by the Federal National
Mortgage Association, are supported by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality; and
others, such as those issued by the Student Loan Marketing Association, are
supported only by the credit of the agency or instrumentality. There are also
separately traded interest components of securities issued or guaranteed by the
U.S. Treasury. No assurance can be given that the U.S. Government will provide
financial support to such U.S. Government sponsored agencies or
instrumentalities in the future, since it is not obligated to do so by law. The
foregoing types of instruments are hereafter collectively referred to as "U.S.
Government securities."
2. Certificates of Deposit and Bankers' Acceptances. Certificates of
deposit are certificates issued against funds deposited in a bank or a savings
and loan association. They are for a definite period of time and earn a
specified rate of return. Bankers' acceptances are short-term credit
instruments evidencing the obligation of a bank to pay a draft which has been
drawn on it by a customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument upon maturity.
They are primarily used to finance the import, export, transfer or storage of
goods. They are termed "accepted" when a bank guarantees their payment at
maturity.
Fund Portfolios may acquire obligations of foreign banks and foreign
branches of U.S. banks. These obligations are not insured by the Federal
Deposit Insurance Corporation.
3. Commercial Paper. Commercial paper consists of unsecured promissory
notes issued by corporations to finance short-term credit needs. Commercial
paper is issued in bearer form with maturities generally not exceeding nine
months. Commercial paper obligations may include variable amount master demand
notes. Variable amount master demand notes are obligations that permit the
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangements between a Portfolio, as lender, and the borrower. These
notes permit daily changes in the amounts borrowed. A Portfolio has the right
to increase the amount under the note at any time up to the full amount provided
by the note agreement, or to decrease the amount, and the borrower may prepay up
to the full amount of the note without penalty. Because variable amount master
demand notes are direct lending arrangements between the lender and borrower, it
is not generally contemplated that such instruments will be traded, and there is
no secondary market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued interest, at
any time. A Portfolio will only invest in variable amount master demand notes
issued by companies which at the date of investment have an outstanding debt
issue rated "Aaa" or "Aa" by Moody's or "AAA" or "AA" by S&P and which the
applicable Subadviser has determined present minimal risk of loss to the
Portfolio. A Subadviser will look generally at the financial strength of the
issuing company as "backing" for the note and not to any security interest or
supplemental source such as a bank letter of credit. A variable amount master
demand note will be valued each day as a Portfolio's net asset value is
determined, which value will generally be equal to the face value of the note
plus accrued interest unless the financial position of the issuer is such that
its ability to repay the note when due is in question.
3
<PAGE>
4. Corporate Obligations. Corporate obligations include bonds and notes
issued by corporations to finance longer-term credit needs than those supported
by commercial paper. While such obligations generally have maturities of ten
years or more, the Money Market Fund will only purchase obligations which have
remaining maturities of thirteen months or less from the date of purchase and
which are rated "AA" or higher by S&P or "Aa" or higher by Moody's.
5. Repurchase Agreements. Repurchase agreements are arrangements
involving the purchase of obligations by a Portfolio and the simultaneous
agreement to resell the same obligations on demand or at a specified future date
and at an agreed upon price. The majority of repurchase transactions run from
day to day and delivery pursuant to the resale provision typically will occur
within one to five business days of the purchase. A repurchase agreement can be
viewed as a loan made by a Portfolio to the seller of the obligation with such
obligation serving as collateral for the seller's agreement to repay the amount
borrowed with interest. Such transactions afford an opportunity for a Portfolio
to earn a return on cash which is only temporarily available. Repurchase
agreements entered into by the Portfolio will be with banks, brokers or dealers.
However, a Portfolio will enter into a repurchase agreement with a broker or
dealer only if the broker or dealer agrees to deposit additional collateral
should the value of the obligation purchased by the Portfolio decrease below the
resale price.
The Trustees have adopted procedures that establish certain
creditworthiness, asset and collateralization requirements for the
counterparties to a Portfolio's repurchase agreements. These procedures limit
the counterparties to repurchase transactions to those financial institutions
which are members of the Federal Reserve System and/or a primary government
securities dealer reporting to the Federal Reserve Bank of New York's Market
Reports Division or a broker/dealer which meet certain creditworthiness criteria
or which report U.S. Government securities positions to the Federal Reserve
Board. However, the Trustees reserve the right to change the criteria used to
select such financial institutions and broker/dealers. The Trustees will
regularly monitor the use of repurchase agreements and the Subadvisers will,
pursuant to procedures adopted by the Trustees, continuously monitor the amount
of collateral held with respect to a repurchase transaction so that it equals or
exceeds the amount of the obligations.
Should an issuer of a repurchase agreement fail to repurchase the
underlying obligation, the losses to the Portfolio, if any, would be the
difference between the repurchase price and the underlying obligation's market
value. A Portfolio might also incur certain costs in liquidating the underlying
obligation. Moreover, if bankruptcy or other insolvency proceedings should be
commenced with respect to the seller, realization upon the underlying obligation
by the Portfolio might be delayed or limited. Generally, repurchase agreements
are of a short duration, often less than one week but on occasion for longer
periods.
6. Canadian and Provincial Government and Crown Agency Obligations.
Canadian Government obligations are debt securities issued or guaranteed as to
principal or interest by the Government of Canada pursuant to authority granted
by the Parliament of Canada and approved by the Governor in Council, where
necessary. These securities include treasury bills, notes, bonds, debentures
and marketable Government of Canada loans. Canadian Crown agency obligations
are debt securities issued or guaranteed by a Crown corporation, company or
agency ("Crown agencies") pursuant to authority granted by the Parliament of
Canada and approved by the Governor in Council, where necessary. Certain Crown
agencies are by statute agents of Her Majesty in right of Canada, and their
obligations, when properly authorized, constitute direct obligations of the
Government of Canada. Such obligations include, but are not limited to, those
issued or guaranteed by the Export Development Corporation, Farm Credit
Corporation, Federal Business Development Bank and Canada Post Corporation. In
addition, certain Crown agencies which are not by law agents of Her Majesty may
issue obligations which by statute the Governor in Council may authorize the
Minister of Finance to guarantee on behalf of the Government of Canada. Other
Crown agencies which are not by law agents of Her Majesty may issue or guarantee
obligations not entitled to be guaranteed by the Government of Canada. No
assurance can be given that the Government of Canada will support the
obligations of Crown agencies which are not agents of Her Majesty, which it has
not guaranteed, since it is not obligated to do so by law.
Provincial Government obligations are debt securities issued or guaranteed
as to principal or interest by the government of any province of Canada pursuant
to authority granted by the Legislature of any such province and approved by the
Lieutenant Governor in Council of any such province, where necessary. These
securities include treasury bills, notes, bonds and debentures. Provincial
Crown agency obligations are debt securities issued or guaranteed by a
provincial Crown corporation, company or agency ("provincial Crown agencies")
pursuant to authority granted by a provincial Legislature and approved by the
Lieutenant Governor in Council of such province, where necessary. Certain
provincial Crown agencies are by statute agents of Her Majesty in right of a
particular province of Canada, and their obligations, when properly authorized,
constitute direct obligations of such province. Other provincial Crown agencies
which are not by law agents of Her Majesty in right of a particular province of
Canada may issue obligations which by statute the Lieutenant Governor in Council
of such province may guarantee, or may authorize the Treasurer thereof to
guarantee, on behalf of the government of such province. Finally, other
provincial Crown agencies which are not by law agencies of Her Majesty may issue
or guarantee obligations not entitled to be guaranteed by a provincial
government. No assurance can be given that the government of any province of
Canada will support the obligations of provincial Crown agencies which are not
agents of Her Majesty, which it has not guaranteed, as it is not obligated to do
so by law. Provincial Crown agency obligations described above include, but are
not limited to, those issued or guaranteed by a provincial railway
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corporation, a provincial hydroelectric or power commission or authority, a
provincial municipal financing corporation or agency and a provincial telephone
commission or authority.
Any Canadian obligation acquired by the Money Market Fund will be
denominated in U.S. dollars.
OTHER INSTRUMENTS
The following provides a more detailed explanation of some of the other
instruments that certain Portfolios may invest in.
1. Preferred Stock and Convertible Securities
Preferred stock is a class of capital stock that pays dividends at a
specified rate and that has preference over common stock in the payment of
dividends and the liquidation of assets. Preferred stock does not ordinarily
carry voting rights. Convertible securities are securities (usually preferred
shares or bonds) that are exchangeable for a set number of another form of
securities (usually common stock) at a prestated price. The convertible feature
is usually designed as a sweetener to enhance the marketability of the security.
2. Mortgage Securities
Mortgage securities differ from conventional bonds in that principal is
paid over the life of the securities rather than at maturity. As a result, a
Portfolio receives monthly scheduled payments of principal and interest, and may
receive unscheduled principal payments representing prepayments on the
underlying mortgages. When a Portfolio reinvests the payments and any
unscheduled prepayments of principal it receives, it may receive a rate of
interest which is higher or lower than the rate on the existing mortgage
securities. For this reason, mortgage securities may be less effective than
other types of debt securities as a means of locking in long-term interest
rates.
In addition, because the underlying mortgage loans and assets may be
prepaid at any time, if a Portfolio purchases mortgage securities at a premium,
a prepayment rate that is faster than expected will reduce yield to maturity,
while a prepayment rate that is slower than expected will have the opposite
effect of increasing yield to maturity. Conversely, if a Portfolio purchases
these securities at a discount, faster than expected prepayments will increase,
while slower than expected payments will reduce, yield to maturity.
Adjustable rate mortgage securities are similar to the mortgage securities
discussed above, except that unlike fixed rate mortgage securities, adjustable
rate mortgage securities are collateralized by or represent interests in
mortgage loans with variable rates of interest. These variable rates of interest
reset periodically to align themselves with market rates. Most adjustable rate
mortgage securities provide for an initial mortgage rate that is in effect for a
fixed period, typically ranging from three to twelve months. Thereafter, the
mortgage interest rate will reset periodically in accordance with movements in a
specified published interest rate index. The amount of interest due to an
adjustable rate mortgage holder is determined in accordance with movements in a
specified published interest rate index by adding a pre-determined increment or
"margin" to the specified interest rate index. Many adjustable rate mortgage
securities reset their interest rates based on changes in the one-year, three-
year and five-year constant maturity Treasury rates, the three-month or six-
month Treasury Bill rate, the 11th District Federal Home Loan Bank Cost of
Funds, the National Median Cost of Funds, the one-month, three-month, six-month
or one-year London Interbank Offered Rate ("LIBOR") and other market rates.
A Portfolio will not benefit from increases in interest rates to the extent
that interest rates rise to the point where they cause the current coupon of
adjustable rate mortgages held as investments to exceed any maximum allowable
annual or lifetime reset limits (or "cap rates") for a particular mortgage. In
this event, the value of the mortgage securities in a Portfolio would likely
decrease. Also, the Portfolio's net asset value could vary to the extent that
current yields on adjustable rate mortgage securities are different than market
yields during interim periods between coupon reset dates. During periods of
declining interest rates, income to a Portfolio derived from adjustable rate
mortgages which remain in a mortgage pool will decrease in contrast to the
income on fixed rate mortgages, which will remain constant. Adjustable rate
mortgages also have less potential for appreciation in value as interest rates
decline than do fixed rate investments.
Privately-Issued Mortgage Securities. Privately-issued pass through
securities provide for the monthly principal and interest payments made by
individual borrowers to pass through to investors on a corporate basis, and in
privately-issued collateralized mortgage obligations, as further described
below. Privately-issued mortgage securities are issued by private originators
of, or investors in, mortgage loans, including mortgage bankers, commercial
banks, investment banks, savings and loan associations and special purpose
subsidiaries of the foregoing. Since privately-issued mortgage certificates are
not guaranteed by an entity having the credit status of GNMA or FHLMC, such
securities generally are structured with one or more types of credit
enhancement. For a description of the types
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of credit enhancements that may accompany privately-issued mortgage securities,
see "Asset-Backed Securities--Types of Credit Support" below. A Portfolio will
not limit its investments to asset-backed securities with credit enhancements.
Collateralized Mortgage Obligations ("CMOs"). CMOs generally are bonds or
certificates issued in multiple classes that are collateralized by or represent
an interest in mortgages. CMOs may be issued by single-purpose, stand-alone
finance subsidiaries or trusts of financial institutions, government agencies,
investment banks or other similar institutions. Each class of CMOs, often
referred to as a "tranche", may be issued with a specific fixed coupon rate
(which may be zero) or a floating coupon rate, and has a stated maturity or
final distribution date. Principal prepayments on the underlying mortgages may
cause the CMOs to be retired substantially earlier than their stated maturities
or final distribution dates. Interest is paid or accrued on CMOs on a monthly,
quarterly or semiannual basis. The principal of and interest on the underlying
mortgages may be allocated among the several classes of a series of a CMO in
many ways. The general goal sought to be achieved in allocating cash flows on
the underlying mortgages to the various classes of a series of CMOs is to create
tranches on which the expected cash flows have a higher degree of predictability
than the underlying mortgages. As a general matter, the more predictable the
cash flow is on a CMO tranche, the lower the anticipated yield will be on that
tranche at the time of issuance. As part of the process of creating more
predictable cash flows on most of the tranches in a series of CMOs, one or more
tranches generally must be created that absorb most of the volatility in the
cash flows on the underlying mortgages. The yields on these tranches are
relatively higher than on tranches with more predictable cash flows. Because of
the uncertainty of the cash flows on these tranches, and the sensitivity thereof
to changes in prepayment rates on the underlying mortgages, the market prices of
and yield on these tranches tend to be highly volatile.
CMOs purchased may be:
(1) collateralized by pools of mortgages in which each mortgage is
guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. Government;
(2) collateralized by pools of mortgages in which payment of principal and
interest is guaranteed by the issuer and the guarantee is collateralized by U.S.
Government securities; or
(3) securities for which the proceeds of the issuance are invested in
mortgage securities and payment of the principal and interest is supported by
the credit of an agency or instrumentality of the U.S. Government.
STRIPS. In addition to the U.S. Government securities discussed above,
certain Portfolios may invest in separately traded interest components of
securities issued or guaranteed by the U.S. Treasury. The interest components
of selected securities are traded independently under the Separate Trading of
Registered Interest and Principal of Securities program ("STRIPS"). Under the
STRIPS program, the interest components are individually numbered and separately
issued by the U.S. Treasury at the request of depository financial institutions,
which then trade the component parts independently.
Stripped Mortgage Securities. Stripped mortgage securities are derivative
multiclass mortgage securities. Stripped mortgage securities may be issued by
agencies or instrumentalities of the U.S. Government, or by private issuers,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. Stripped
mortgage securities have greater volatility than other types of mortgage
securities in which a Portfolio invests. Although stripped mortgage securities
are purchased and sold by institutional investors through several investment
banking firms acting as brokers or dealers, the market for such securities has
not yet been fully developed. Accordingly, stripped mortgage securities are
generally illiquid and to such extent, together with any other illiquid
investments, will not exceed 10% (or 15% with respect to the Emerging Growth
Fund and the Tax-Sensitive Equity Fund) of a Portfolio's net assets.
Stripped mortgage securities are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive
all of the interest (the interest-only or "IO" class), while the other class
will receive all of the principal (the principal-only or "PO" class). The yield
to maturity on an IO class is extremely sensitive not only to changes in
prevailing interest rates but also the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on a Portfolio's yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Portfolio may fail to fully recoup its initial
investment in these securities even if the securities have received the highest
rating by a nationally recognized statistical rating organization.
As interest rates rise and fall, the value of IOs tends to move in the same
direction as interest rates. The value of the other mortgage securities
described in this Statement of Additional Information, like other debt
instruments, will tend to move in the opposite
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direction of interest rates. Accordingly, the Fund believes that investing in
IOs, in conjunction with the other mortgage securities described herein, will
contribute to a Portfolio's relatively stable net asset value.
In addition to the stripped mortgage securities described above, the
Strategic Income may invest in similar securities such as Super POs and Levered
IOs which are more volatile than POs or IOs. Risks associated with instruments
such as Super POs are similar in nature to those risks related to investments in
POs. Risks connected with Levered IOs and IOettes are similar in nature to
those associated with IOs. The Strategic Income Fund may also invest in other
similar instruments developed in the future that are deemed consistent with the
investment objective, policies and restrictions of the Portfolio.
Under the Internal Revenue Code of 1986, as amended (the "Code"), POs may
generate taxable income from the current accrual of original issue discount,
without a corresponding distribution of cash to a Portfolio. See "Taxes -- Pay-
in-kind Bonds, Zero Coupon Bonds and Discount Obligations."
Inverse Floaters. The Strategic Income and National Municipal Bond Funds
may invest in inverse floaters, which are also derivative mortgage securities.
Inverse floaters may be issued by agencies or instrumentalities of the U.S.
Government, or by private issuers, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. Inverse floaters have greater volatility than
other types of mortgage securities in which a Portfolio invests (with the
exception of stripped mortgage securities). Although inverse floaters are
purchased and sold by institutional investors through several investment banking
firms acting as brokers or dealers, the market for such securities has not yet
been fully developed. Accordingly, inverse floaters are generally illiquid and
to such extent, together with any other illiquid investments, will not exceed
10% of the Portfolio's net assets.
Inverse floaters are structured as a class of security that receives
distributions on a pool of mortgage assets and whose yields move in the opposite
direction of short-term interest rates and at an accelerated rate. Such
securities have the effect of providing a degree of investment leverage since
they will generally increase or decrease in value in response to changes in
market interest rates at a rate which is a multiple (typically two) of the rate
at which fixed-rate long-term debt obligations increase or decrease in response
to such changes. As a result, the market values of such securities will
generally be more volatile than the market value of fixed-rate obligations.
3. Asset-Backed Securities
The securitization techniques used to develop mortgage securities are also
being applied to a broad range of other assets. Through the use of trusts and
special purpose corporations, automobile and credit card receivables are being
securitized in pass-through structures similar to mortgage pass-through
structures or in a pay-through structure similar to the CMO structure.
Generally the issuers of asset-backed bonds, notes or pass-through certificates
are special purpose entities and do not have any significant assets other than
the receivables securing such obligations. In general, the collateral
supporting asset-backed securities is of a shorter maturity than mortgage loans.
As a result, investment in these securities should result in greater price
stability for a Portfolio's shares. Instruments backed by pools of receivables
are similar to mortgage-backed securities in that they are subject to
unscheduled prepayments of principal prior to maturity. When the obligations
are prepaid, a Portfolio must reinvest the prepaid amounts in securities the
yields of which reflect interest rates prevailing at the time. Therefore, a
Portfolio's ability to maintain a portfolio which includes high-yielding asset-
backed securities will be adversely affected to the extent that prepayments of
principal must be reinvested in securities which have lower yields than the
prepaid obligations. Moreover, prepayments of securities purchased at a premium
could result in a realized loss. A Portfolio will only invest in asset-backed
securities rated, at the time of purchase, "AA" or better by S&P or "Aa" or
better by Moody's or which, in the opinion of the applicable Subadviser, are of
comparable quality.
As with mortgage securities, asset-backed securities are often backed by a
pool of assets representing the obligations of a number of different parties and
use similar credit enhancement techniques. For a description of the types of
credit enhancement that may accompany privately-issued mortgage securities, see
"Types of Credit Support" below. A Portfolio will not limit its investments to
asset-backed securities with credit enhancements. Although asset-backed
securities are not generally traded on a national securities exchange, such
securities are widely traded by brokers and dealers, and to such extent will not
be considered illiquid securities for the purposes of the investment restriction
under "Investment Restrictions" below.
Types of Credit Support. Mortgage securities and asset-backed securities
are often backed by a pool of assets representing the obligations of a number of
different parties. To lessen the effect of failure by obligors on underlying
assets to make payments, such securities may contain elements of credit support.
Such credit support falls into two categories: (i) liquidity protection and (ii)
protection against losses resulting from ultimate default by an obligor on the
underlying assets. Liquidity protection refers to the provision of
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advances, generally by the entity administering the pool of assets, to ensure
that the pass-through of payments due on the underlying pool occurs in a timely
fashion. Protection against losses resulting from ultimate default enhances the
likelihood of ultimate payment of the obligations on at least a portion of the
assets in the pool. Such protection may be provided through guarantees,
insurance policies or letters of credit obtained by the issuer or sponsor from
third parties, through various means of structuring the transaction or through a
combination of such approaches. The Fund will not pay any additional fees for
such credit support, although the existence of credit support may increase the
price of a security.
The ratings of mortgage securities and asset-backed securities for which
third-party credit enhancement provides liquidity protection or protection
against losses from default are generally dependent upon the continued
creditworthiness of the provider of the credit enhancement. The ratings of such
securities could be subject to reduction in the event of deterioration in the
creditworthiness of the credit enhancement provider even in cases where the
delinquency and loss experience on the underlying pool of assets is better than
expected.
Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments sometimes funded from a portion of the
payments on the underlying assets are held in reserve against future losses) and
"over-collateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceed those required to make payment of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information with
respect to the level of credit risk associated with the underlying assets.
Delinquency or loss in excess of that which is anticipated could adversely
affect the return on an investment in such security.
4. Zero Coupon Securities and Pay-in-Kind Bonds
Zero coupon securities and pay-in-kind bonds involve special risk
considerations. Zero coupon securities are debt securities that do not provide
for the payment of cash income but are sold at substantial discounts from their
value at maturity. When a zero coupon security is held to maturity, its entire
return, which consists of the amortization of discount, comes from the
difference between its purchase price and its maturity value. This difference
is known at the time of purchase, so that investors holding zero coupon
securities until maturity know at the time of their investment what the return
on their investment will be. Certain zero coupon securities also are sold at
substantial discounts from their maturity value and provide for the commencement
of regular interest payments at a deferred date. The Portfolios also may
purchase pay-in-kind bonds. Pay-in-kind bonds are bonds that pay all or a
portion of their interest in the form of additional debt or equity securities.
The U.S. Government Securities Fund will not invest in zero coupon securities
having maturities of greater than ten years.
Zero coupon securities and pay-in-kind bonds tend to be subject to greater
price fluctuations in response to changes in interest rates than are ordinary
interest-paying debt securities with similar maturities. The value of zero
coupon securities appreciates more during periods of declining interest rates
and depreciates more during periods of rising interest rates.
Zero coupon securities and pay-in-kind bonds may be issued by a wide
variety of corporate and governmental issuers. Although zero coupon securities
and pay-in-kind bonds are generally not traded on a national securities
exchange, such securities are widely traded by brokers and dealers and, to such
extent, will not be considered illiquid for the purposes of the investment
restriction under "Investment Restrictions" below.
Current federal income tax law requires the holder of a zero coupon
security or certain pay-in-kind bonds to accrue income with respect to these
securities prior to the receipt of cash payments. To maintain its qualification
as a regulated investment company and avoid liability for federal income and
excise taxes, a Portfolio may be required to distribute income accrued with
respect to these securities and may have to dispose of portfolio securities
under disadvantageous circumstances in order to generate cash to satisfy these
distribution requirements. See "TAXES -- Pay-in-kind Bonds, Zero Coupon Bonds
and Discount Obligations" below.
5. High Yield/High Risk Domestic Corporate Debt Securities
The market for high yield U.S. corporate debt securities (commonly known as
"junk bonds") has undergone significant changes in the past decade. Issuers in
the U.S. high yield market originally consisted primarily of growing small
capitalization companies and larger capitalization companies whose credit
quality had declined from investment grade. During the mid-1980s, participants
in the U.S. high yield market issued high yield securities principally in
connection with leveraged buyouts and other leveraged recapitalizations. In
late 1989 and 1990, the volume of new issues of high yield U.S. corporate debt
declined significantly and liquidity in the market decreased. Since early 1991,
the volume of new issues of high yield U.S. corporate debt securities has
increased substantially and
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secondary market liquidity has improved. During the same periods, the U.S. high
yield debt market exhibited strong returns, as it continues to be an attractive
market in terms of yield and yield spread over U.S. Treasury securities.
Currently, most new offerings of U.S. high yield securities are being issued to
refinance higher coupon debt and to raise funds for general corporate purposes.
High yield U.S. corporate debt securities include bonds, debentures, notes
and commercial paper and will generally be unsecured. Most of these debt
securities will bear interest at fixed rates. However, a Portfolio may also
invest in debt securities with variable rates of interest or which involve
equity features, such as contingent interest or participations based on
revenues, sales or profits (i.e., interest or other payments, often in addition
to a fixed rate of return, that are based on the borrower's attainment of
specified levels of revenues, sales or profits and thus enable the holder of the
security to share in the potential success of the venture).
6. High Yield/High Risk Foreign Sovereign Debt Securities
The Strategic Income, High Yield and Investment Quality Bond Funds expect
that a significant portion of their emerging market governmental debt
obligations will consist of "Brady Bonds." In addition, the International Small
Cap, and Balanced Funds may also invest in Brady Bonds. Brady Bonds are debt
securities, generally denominated in U.S. dollars, issued under the framework
of the "Brady Plan," an initiative announced by former U.S. Treasury Secretary
Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their
outstanding external commercial bank indebtedness. The Brady Plan framework, as
it has developed, contemplates the exchange of external commercial bank debt for
newly issued bonds (Brady Bonds). Brady Bonds may also be issued in respect of
new money being advanced by existing lenders in connection with the debt
restructuring. Investors should recognize that Brady Bonds have been issued
only recently, and accordingly do not have a long payment history. Brady Bonds
issued to date generally have maturities of between 15 and 30 years from the
date of issuance and have traded at a deep discount from their face value. The
Portfolios may invest in Brady Bonds of emerging market countries that have been
issued to date, as well as those which may be issued in the future. In addition
to Brady Bonds, the Portfolios may invest in emerging market governmental
obligations issued as a result of debt restructuring agreements outside of the
scope of the Brady Plan. A substantial portion of the Brady Bonds and other
sovereign debt securities in which the Portfolios invest are likely to be
acquired at a discount, which involves certain considerations discussed below
under "TAXES -- Pay-in-kind Bonds, Zero Coupon Bonds and Discount Obligations."
Agreements implemented under the Brady Plan to date are designed to achieve
debt and debt-service reduction through specific options negotiated by a debtor
nation with its creditors. As a result, the financial packages offered by each
country differ. The types of options have included the exchange of outstanding
commercial bank debt for bonds issued at 100% of face value of such debt which
carry a below-market stated rate of interest (generally known as par bonds),
bonds issued at a discount from the face value of such debt (generally known as
discount bonds), bonds bearing an interest rate which increases over time and
bonds issued in exchange for the advancement of new money by existing lenders.
Discount bonds issued to date under the framework of the Brady Plan have
generally borne interest computed semiannually at a rate equal to 13/16 of one
percent above the then current six month LIBOR rate. Regardless of the stated
face amount and stated interest rate of the various types of Brady Bonds, the
Portfolios will purchase Brady Bonds in secondary markets, as described below,
in which the price and yield to the investor reflect market conditions at the
time of purchase. Brady Bonds issued to date have traded at a deep discount from
their face value. Certain sovereign bonds are entitled to "value recovery
payments" in certain circumstances, which in effect constitute supplemental
interest payments but generally are not collateralized. Certain Brady Bonds have
been collateralized as to principal due at maturity (typically 15 to 30 years
from the date of issuance) by U.S. Treasury zero coupon bonds with a maturity
equal to the final maturity of such Brady Bonds, although the collateral is not
available to investors until the final maturity of the Brady Bonds. Collateral
purchases are financed by the International Monetary Fund (the "IMF"), the World
Bank and the debtor nations' reserves. In addition, interest payments on
certain types of Brady Bonds may be collateralized by cash or high-grade
securities in amounts that typically represent between 12 and 18 months of
interest accruals on these instruments with the balance of the interest accruals
being uncollateralized. The Portfolios may purchase Brady Bonds with no or
limited collateralization, and will be relying for payment of interest and
(except in the case of principal collateralized Brady Bonds) principal primarily
on the willingness and ability of the foreign government to make payment in
accordance with the terms of the Brady Bonds. Brady Bonds issued to date are
purchased and sold in secondary markets through U.S. securities dealers and
other financial institutions and are generally maintained through European
transnational securities depositories.
7. Municipal Lease Obligations
The National Municipal Bond Fund may invest in municipal lease obligations.
Municipal lease obligations are secured by revenues derived from the lease of
property to state and local government units. The underlying leases typically
are renewable annually by the governmental user, although the lease may have a
term longer than one year. If the governmental user does not appropriate
sufficient funds for the following year's lease payments, the lease will
terminate, with the possibility of default on the lease obligations
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and significant loss to the Portfolio. In the event of a termination, assignment
or sublease by the governmental user, the interest paid on the municipal lease
obligation could become taxable, depending upon the identity of the succeeding
user.
8. Hybrid Instruments
Hybrid instruments (a type of potentially high-risk derivative) have been
developed and combine the elements of futures contracts or options with those of
debt, preferred equity or a depository instrument (hereinafter "Hybrid
Instruments"). Generally, a Hybrid Instrument will be a debt security,
preferred stock, depository share, trust certificate, certificate of deposit or
other evidence of indebtedness on which a portion of or all interest payments,
and/or the principal or stated amount payable at maturity, redemption or
retirement, is determined by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities (collectively "Underlying Assets") or by another
objective index, economic factor or other measure, such as interest rates,
currency exchange rates, commodity indices, and securities indices (collectively
"Benchmarks"). Thus, Hybrid Instruments may take a variety of forms, including,
but not limited to, debt instruments with interest or principal payments or
redemption terms determined by reference to the value of a currency or commodity
or securities index at a future point in time, preferred stock with dividend
rates determined by reference to the value of a currency, or convertible
securities with the conversion terms related to a particular commodity.
Hybrid Instruments can be an efficient means of creating exposure to a
particular market, or segment of a market, with the objective of enhancing total
return. For example, a Portfolio may wish to take advantage of expected
declines in interest rates in several European countries, but avoid the
transactions costs associated with buying and currency-hedging the foreign bond
positions. One solution would be to purchase a U.S. dollar- denominated Hybrid
Instrument whose redemption price is linked to the average three year interest
rate in a designated group of countries. The redemption price formula would
provide for payoffs of greater than par if the average interest rate was lower
than a specified level, and payoffs of less than par if rates were above the
specified level. Furthermore, the Portfolio could limit the downside risk of
the security by establishing a minimum redemption price so that the principal
paid at maturity could not be below a predetermined minimum level if interest
rates were to rise significantly. The purpose of this arrangement, known as a
structured security with an embedded put option, would be to give the Portfolio
the desired European bond exposure while avoiding currency risk, limiting
downside market risk, and lowering transactions costs. Of course, there is no
guarantee that the strategy will be successful and the Portfolio could lose
money if, for example, interest rates do not move as anticipated or credit
problems develop with the issuer of the Hybrid.
The risks of investing in Hybrid Instruments reflect a combination of the
risks of investing in securities, options, futures and currencies. Thus, an
investment in a Hybrid Instrument may entail significant risks that are not
associated with a similar investment in a traditional debt instrument that has a
fixed principal amount, is denominated in U.S. dollars or bears interest either
at a fixed rate or a floating rate determined by reference to a common,
nationally published Benchmark. The risks of a particular Hybrid Instrument
will, of course, depend upon the terms of the instrument, but may include,
without limitation, the possibility of significant changes in the Benchmarks or
the prices of Underlying Assets to which the instrument is linked. Such risks
generally depend upon factors which are unrelated to the operations or credit
quality of the issuer of the Hybrid Instrument and which may not be readily
foreseen by the purchaser, such as economic and political events, the supply and
demand for the Underlying Assets and interest rate movements. In recent years,
various Benchmarks and prices for Underlying Assets have been highly volatile,
and such volatility may be expected in the future. Reference is also made to
the discussion below of futures, options, and forward contracts for a
description of certain risks associated with such investments.
Hybrid Instruments are potentially more volatile and carry greater market
risks than traditional debt instruments. Depending on the structure of the
particular Hybrid Instrument, changes in a Benchmark may be magnified by the
terms of the Hybrid Instrument and have an even more dramatic and substantial
effect upon the value of the Hybrid Instrument. Also, the prices of the Hybrid
Instrument and the Benchmark or Underlying Asset may not move in the same
direction or at the same time.
Hybrid Instruments may bear interest or pay preferred dividends at below
market (or even relatively nominal) rates. Alternatively, Hybrid Instruments may
bear interest at above market rates but bear an increased risk of principal loss
(or gain). The latter scenario may result if "leverage" is used to structure
the Hybrid Instrument. Leverage risk occurs when the Hybrid Instrument is
structured so that a given change in a Benchmark or Underlying Asset is
multiplied to produce a greater value change in the Hybrid Instrument, thereby
magnifying the risk of loss as well as the potential for gain.
Hybrid Instruments may also carry liquidity risk since the instruments are
often "customized" to meet the portfolio needs of a particular investor, and
therefore, the number of investors that are willing and able to buy such
instruments in the secondary market may be smaller than that for more
traditional debt securities. In addition, because the purchase and sale of
Hybrid Instruments could take place in an over-the-counter market without the
guarantee of a central clearing organization or in a transaction between the
portfolio and
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the issuer of the Hybrid Instrument, the creditworthiness of the counter party
or issuer of the Hybrid Instrument would be an additional risk factor which the
portfolio would have to consider and monitor. Hybrid Instruments also may not be
subject to regulation of the Commodities Futures Trading Commission ("CFTC"),
which generally regulates the trading of commodity futures by U.S. persons, the
SEC, which regulates the offer and sale of securities by and to U.S. persons, or
any other governmental regulatory authority. The various risks discussed above,
particularly the market risk of such instruments, may in turn cause significant
fluctuations in the net asset value of the Portfolio.
HEDGING AND OTHER STRATEGIC TRANSACTIONS
As described in the Prospectus under "Hedging and Other Strategic
Transactions," an individual Portfolio may be authorized to use a variety of
investment strategies. These strategies will be used for hedging purposes only,
including hedging various market risks (such as interest rates, currency
exchange rates and broad or specific market movements), and managing the
effective maturity or duration of debt instruments held by the Portfolio (such
investment strategies and transactions are referred to herein as "Hedging and
Other Strategic Transactions"). The description in the Prospectus of each
Portfolio indicates which, if any, of these types of transactions may be used by
the Portfolio.
A detailed discussion of Hedging and Other Strategic Transactions follows
below. No Portfolio which is authorized to use any of these investment
strategies will be obligated, however, to pursue any of such strategies and no
Portfolio makes any representation as to the availability of these techniques at
this time or at any time in the future. In addition, a Portfolio's ability to
pursue certain of these strategies may be limited by the Commodity Exchange Act,
as amended, applicable rules and regulations of the CFTC thereunder and the
federal income tax requirements applicable to regulated investment companies
which are not operated as commodity pools.
General Characteristics of Options
Put options and call options typically have similar structural
characteristics and operational mechanics regardless of the underlying
instrument on which they are purchased or sold. Thus, the following general
discussion relates to each of the particular types of options discussed in
greater detail below. In addition, many Hedging and Other Strategic
Transactions involving options require segregation of Portfolio assets in
special accounts, as described below under "Use of Segregated and Other Special
Accounts."
A put option gives the purchaser of the option, upon payment of a premium,
the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
A Portfolio's purchase of a put option on a security, for example, might be
designed to protect its holdings in the underlying instrument (or, in some
cases, a similar instrument) against a substantial decline in the market value
of such instrument by giving the Portfolio the right to sell the instrument at
the option exercise price. A call option, upon payment of a premium, gives the
purchaser of the option the right to buy, and the seller the obligation to sell,
the underlying instrument at the exercise price. A Portfolio's purchase of a
call option on a security, financial futures contract, index, currency or other
instrument might be intended to protect the Portfolio against an increase in the
price of the underlying instrument that it intends to purchase in the future by
fixing the price at which it may purchase the instrument. An "American" style
put or call option may be exercised at any time during the option period,
whereas a "European" style put or call option may be exercised only upon
expiration or during a fixed period prior to expiration. Exchange-listed
options are issued by a regulated intermediary such as the Options Clearing
Corporation ("OCC"), which guarantees the performance of the obligations of the
parties to the options. The discussion below uses the OCC as an example, but is
also applicable to other similar financial intermediaries.
OCC-issued and exchange-listed options, with certain exceptions, generally
settle by physical delivery of the underlying security or currency, although in
the future, cash settlement may become available. Index options and Eurodollar
instruments (which are described below under "Eurodollar Instruments") are cash
settled for the net amount, if any, by which the option is "in-the-money" (that
is, the amount by which the value of the underlying instrument exceeds, in the
case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.
A Portfolio's ability to close out its position as a purchaser or seller of
an OCC-issued or exchange-listed put or call option is dependent, in part, upon
the liquidity of the particular option market. Among the possible reasons for
the absence of a liquid option market on an exchange are: (1) insufficient
trading interest in certain options, (2) restrictions on transactions imposed by
an exchange, (3) trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or underlying securities,
including reaching daily price limits, (4) interruption of the normal operations
of the OCC or an exchange, (5) inadequacy of the facilities
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of an exchange or the OCC to handle current trading volume or (6) a decision by
one or more exchanges to discontinue the trading of options (or a particular
class or series of options), in which event the relevant market for that option
on that exchange would cease to exist, although any such outstanding options on
that exchange would continue to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent
that the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that would not be reflected in the corresponding option
markets.
Over-the-counter ("OTC") options are purchased from or sold to securities
dealers, financial institutions or other parties (collectively referred to as
"Counterparties" and individually referred to as a "Counterparty") through a
direct bilateral agreement with the Counterparty. In contrast to exchange-
listed options, which generally have standardized terms and performance
mechanics, all of the terms of an OTC option, including such terms as method of
settlement, term, exercise price, premium, guaranties and security, are
determined by negotiation of the parties. It is anticipated that any Portfolio
authorized to use OTC options will generally only enter into OTC options that
have cash settlement provisions, although it will not be required to do so.
Unless the parties provide for it, no central clearing or guaranty function
is involved in an OTC option. As a result, if a Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with a Portfolio or fails to make a cash settlement
payment due in accordance with the terms of that option, the Portfolio will lose
any premium it paid for the option as well as any anticipated benefit of the
transaction. Thus, the Subadviser must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be met. A
Portfolio will enter into OTC option transactions only with U.S. Government
securities dealers recognized by the Federal Reserve Bank of New York as
"primary dealers," or broker-dealers, domestic or foreign banks, or other
financial institutions that are deemed creditworthy by the Subadviser. In the
absence of a change in the current position of the staff of the Securities and
Exchange Commission (the "Commission"), OTC options purchased by a Portfolio and
the amount of the Portfolio's obligation pursuant to an OTC option sold by the
Portfolio (the cost of the sell-back plus the in-the-money amount, if any) or
the value of the assets held to cover such options will be deemed illiquid.
If a Portfolio sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option premium, against a decrease in
the value of the underlying securities or instruments held by the Portfolio or
will increase the Portfolio's income. Similarly, the sale of put options can
also provide Portfolio gains.
If and to the extent authorized to do so, a Portfolio may purchase and sell
call options on securities and on Eurodollar instruments that are traded on U.S.
and foreign securities exchanges and in the OTC markets, and on securities
indices, currencies and futures contracts. All calls sold by a Portfolio must
be "covered," that is, the Portfolio must own the securities subject to the
call, must own an offsetting option on a futures position, or must otherwise
meet the asset segregation requirements described below for so long as the call
is outstanding. Even though a Portfolio will receive the option premium to help
protect it against loss, a call sold by the Portfolio will expose the Portfolio
during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or instrument and
may require the Portfolio to hold a security or instrument that it might
otherwise have sold.
Each Portfolio reserves the right to purchase or sell options on
instruments and indices which may be developed in the future to the extent
consistent with applicable law, the Portfolio's investment objective and the
restrictions set forth herein.
If and to the extent authorized to do so, a Portfolio may purchase and sell
put options on securities (whether or not it holds the securities in its
portfolio) and on securities indices, currencies and futures contracts. A
Portfolio will not sell put options if, as a result, more than 50% of the
Portfolio's assets would be required to be segregated to cover its potential
obligations under put options other than those with respect to futures
contracts. In selling put options, a Portfolio faces the risk that it may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures Contracts and Options on Futures Contracts
If and to the extent authorized to do so, a Portfolio may trade financial
futures contracts or purchase or sell put and call options on those contracts as
a hedge against anticipated interest rate, currency or market changes, for
duration management and for permissible non-hedging purposes. Futures contracts
are generally bought and sold on the commodities exchanges on which they are
listed with payment of initial and variation margin as described below. The
sale of a futures contract creates a firm obligation by a Portfolio, as seller,
to deliver to the buyer the specific type of financial instrument called for in
the contract at a specific future time for a specified price (or, with respect
to certain instruments, the net cash amount). Options on futures contracts are
similar to options on securities
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except that an option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract and
obligates the seller to deliver that position.
A Portfolio's use of financial futures contracts and options thereon will
in all cases be consistent with applicable regulatory requirements and in
particular the rules and regulations of the CFTC and generally will be entered
into only for bona fide hedging, risk management (including duration
management). Maintaining a futures contract or selling an option on a futures
contract will typically require a Portfolio to deposit with a financial
intermediary, as security for its obligations, an amount of cash or other
specified assets ("initial margin") that initially is from 1% to 10% of the face
amount of the contract (but may be higher in some circumstances). Additional
cash or assets ("variation margin") may be required to be deposited thereafter
daily as the mark-to-market value of the futures contract fluctuates. The
purchase of an option on a financial futures contract involves payment of a
premium for the option without any further obligation on the part of a
Portfolio. If a Portfolio exercises an option on a futures contract it will be
obligated to post initial margin (and potentially variation margin) for the
resulting futures position just as it would for any futures position. Futures
contracts and options thereon are generally settled by entering into an
offsetting transaction, but no assurance can be given that a position can be
offset prior to settlement or that delivery will occur.
All Portfolios of the Fund intend to comply with guidelines of eligibility
for exclusion from the definition of the term "commodity pool operator" adopted
by the CFTC and the National Futures Association, which regulate trading in the
futures markets. A Portfolio will use futures contracts and related options, to
the extent otherwise permitted, primarily for bona fide hedging purposes within
the meaning of CFTC regulations. To the extent that a Portfolio holds positions
in futures contracts and related options that do not fall within the definition
of bona fide hedging transactions, the aggregate initial margins and premiums
required to establish such positions will not exceed 5% of the fair market value
of the Portfolio's net assets, after taking into account unrealized profits and
unrealized losses on any such contracts it has entered into.
The value of all futures contracts sold by a Portfolio (adjusted for the
historical volatility relationship between such Portfolio and the contracts)
will not exceed the total market value of the Portfolio's securities. The
segregation requirements with respect to futures contracts and options thereon
are described below under "Use of Segregated and Other Special Accounts."
Options on Securities Indices and Other Financial Indices
If and to the extent authorized to do so, a Portfolio may purchase and sell
call and put options on securities indices and other financial indices. In so
doing, the Portfolio can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, options on indices
settle by cash settlement; that is, an option on an index gives the holder the
right to receive, upon exercise of the option, an amount of cash if the closing
level of the index upon which the option is based exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
(except if, in the case of an OTC option, physical delivery is specified). This
amount of cash is equal to the excess of the closing price of the index over the
exercise price of the option, which also may be multiplied by a formula value.
The seller of the option is obligated, in return for the premium received, to
make delivery of this amount. The gain or loss on an option on an index depends
on price movements in the instruments comprising the market, market segment,
industry or other composite on which the underlying index is based, rather than
price movements in individual securities, as is the case with respect to options
on securities.
Currency Transactions
If and to the extent authorized to do so, a Portfolio may engage in
currency transactions with Counterparties to hedge the value of portfolio
securities denominated in particular currencies against fluctuations in relative
value. Currency transactions include currency forward contracts, exchange-
listed currency futures contracts and options thereon, exchange-listed and OTC
options on currencies, and currency swaps. A forward currency contract involves
a privately negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. A currency swap is an agreement to exchange cash
flows based on the notional difference among two or more currencies and operates
similarly to an interest rate swap, which is described below under "Swaps, Caps,
Floors and Collars". A Portfolio may enter into currency transactions only with
Counterparties that are deemed creditworthy by the Subadviser.
A Portfolio's dealings in forward currency contracts and other currency
transactions such as futures contracts, options, options on futures contracts
and swaps will be limited to hedging and other non-speculative purposes,
including transaction hedging and position hedging. Transaction hedging is
entering into a currency transaction with respect to specific assets or
liabilities of a Portfolio, which will
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generally arise in connection with the purchase or sale of the Portfolio's
portfolio securities or the receipt of income from them. Position hedging is
entering into a currency transaction with respect to portfolio securities
positions denominated or generally quoted in that currency. A Portfolio will not
enter into a transaction to hedge currency exposure to an extent greater, after
netting all transactions intended wholly or partially to offset other
transactions, than the aggregate market value (at the time of entering into the
transaction) of the securities held by the Portfolio that are denominated or
generally quoted in or currently convertible into the currency, other than with
respect to proxy hedging as described below.
A Portfolio may cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to increase or decline
in value relative to other currencies to which the Portfolio has or in which the
Portfolio expects to have exposure. To reduce the effect of currency
fluctuations on the value of existing or anticipated holdings of its securities,
a Portfolio may also engage in proxy hedging. Proxy hedging is often used when
the currency to which a Portfolio's holdings is exposed is difficult to hedge
generally or difficult to hedge against the dollar. Proxy hedging entails
entering into a forward contract to sell a currency, the changes in the value of
which are generally considered to be linked to a currency or currencies in which
some or all of a Portfolio's securities are or are expected to be denominated,
and to buy dollars. The amount of the contract would not exceed the market
value of the Portfolio's securities denominated in linked currencies.
Currency transactions are subject to risks different from other portfolio
transactions, as discussed below under "Risk Factors." If a Portfolio enters
into a currency hedging transaction, the Portfolio will comply with the asset
segregation requirements described below under "Use of Segregated and Other
Special Accounts."
Combined Transactions
If and to the extent authorized to do so, a Portfolio may enter into
multiple transactions, including multiple options transactions, multiple futures
transactions, multiple currency transactions (including forward currency
contracts), multiple interest rate transactions and any combination of futures,
options, currency and interest rate transactions, instead of a single Hedging
and Other Strategic Transaction, as part of a single or combined strategy when,
in the judgment of the Subadviser, it is in the best interests of the Portfolio
to do so. A combined transaction will usually contain elements of risk that are
present in each of its component transactions. Although combined transactions
will normally be entered into by a Portfolio based on the Subadviser's judgment
that the combined strategies will reduce risk or otherwise more effectively
achieve the desired portfolio management goal, it is possible that the
combination will instead increase the risks or hinder achievement of the
portfolio management objective.
Swaps, Caps, Floors and Collars
A Portfolio may be authorized to enter into interest rate, currency and
index swaps, the purchase or sale of related caps, floors and collars and other
derivatives. A Portfolio will enter into these transactions primarily to seek
to preserve a return or spread on a particular investment or portion of its
portfolio, to protect against currency fluctuations, as a duration management
technique or to protect against any increase in the price of securities a
Portfolio anticipates purchasing at a later date. A Portfolio will use these
transactions for non-speculative purposes and will not sell interest rate caps
or floors if it does not own securities or other instruments providing the
income the Portfolio may be obligated to pay. Interest rate swaps involve the
exchange by a Portfolio with another party of their respective commitments to
pay or receive interest (for example, an exchange of floating rate payments for
fixed rate payments with respect to a notional amount of principal). A currency
swap is an agreement to exchange cash flows on a notional amount based on
changes in the values of the reference indices. The purchase of a cap entitles
the purchaser to receive payments on a notional principal amount from the party
selling the cap to the extent that a specified index exceeds a predetermined
interest rate. The purchase of an interest rate floor entitles the purchaser to
receive payments of interest on a notional principal amount from the party
selling the interest rate floor to the extent that a specified index falls below
a predetermined interest rate or amount. The purchase of a floor entitles the
purchaser to receive payments on a notional principal amount from the party
selling the floor to the extent that a specific index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return with a predetermined range of interest
rates or values.
A Portfolio will usually enter into interest rate swaps on a net basis,
that is, the two payment streams are netted out in a cash settlement on the
payment date or dates specified in the instrument, with the Portfolio receiving
or paying, as the case may be, only the net amount of the two payments.
Inasmuch as these swaps, caps, floors, collars and other similar derivatives are
entered into for good faith hedging or other non-speculative purposes, they do
not constitute senior securities under the Investment Company Act of 1940, as
amended (the "1940 Act"), and, thus, will not be treated as being subject to the
Portfolio's borrowing restrictions. A Portfolio will not enter into any swap,
cap, floor, collar or other derivative transaction unless the Counterparty is
deemed creditworthy by the Subadviser. If a Counterparty defaults, a Portfolio
may 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
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as agents utilizing standardized swap documentation. As a result, the swap
market has become relatively liquid. Caps, floors and collars are more recent
innovations for which standardized documentation has not yet been fully
developed and, for that reason, they are less liquid than swaps.
The liquidity of swap agreements will be determined by a Subadviser based
on various factors, including (1) the frequency of trades and quotations, (2)
the number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features), and (5) the nature of the marketplace for trades
(including the ability to assign or offset a Portfolio's rights and obligations
relating to the investment). Such determination will govern whether a swap will
be deemed to be within the 10% (or 15% with respect to the Emerging Growth Fund
and the Tax-Sensitive Equity Fund) restriction on investments in securities that
are not readily marketable.
Each Portfolio will maintain cash and appropriate liquid assets in a
segregated custodial account to cover its current obligations under swap
agreements. If a Portfolio enters into a swap agreement on a net basis, it will
segregate assets with a daily value at least equal to the excess, if any, of the
Portfolio's accrued obligations under the swap agreement over the accrued amount
the Portfolio is entitled to receive under the agreement. If a Portfolio enters
into a swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the Portfolio's accrued obligations under the
agreement. See "Use of Segregated and Other Special Accounts."
Eurodollar Instruments
If and to the extent authorized to do so, a Portfolio may make investments
in Eurodollar instruments, which are typically dollar-denominated futures
contracts or options on those contracts that are linked to the London Interbank
Offered Rate ("LIBOR"), although foreign currency denominated instruments are
available from time to time. Eurodollar futures contracts enable purchasers to
obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate
for borrowings. A Portfolio might use Eurodollar futures contracts and options
thereon to hedge against changes in LIBOR, to which many interest rate swaps and
fixed income instruments are linked.
Municipal Bond Index Futures Contracts
The National Municipal Bond Fund may enter into municipal bond index
futures contracts. A municipal bond index futures contract is an agreement to
take or make delivery of an amount of cash equal to the difference between the
value of the index at the beginning and at the end of the contract period. The
National Municipal Bond Fund may enter into short municipal bond index futures
contracts in anticipation of or during a market decline to attempt to offset the
decrease in market value of securities in its respective portfolio that might
otherwise result. When the Portfolio is not fully invested in securities and
anticipates a significant market advance, it may enter into long municipal bond
index futures contracts in order to gain rapid market exposure that may wholly
or partially offset increases in the costs of securities that it intends to
purchase. In a substantial majority of these transactions, the Portfolio will
purchase such securities upon termination of the futures position but, under
unusual market conditions, a futures position may be terminated without the
corresponding purchase of securities.
Risk Factors
Hedging and Other Strategic Transactions have special risks associated with
them, including possible default by the Counterparty to the transaction,
illiquidity and, to the extent the Subadviser's view as to certain market
movements is incorrect, the risk that the use of the Hedging and Other Strategic
Transactions could result in losses greater than if they had not been used. Use
of put and call options could result in losses to a Portfolio, force the sale or
purchase of portfolio securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market values, or cause a Portfolio to hold a security it might otherwise sell.
The use of futures and options transactions entails certain special risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related securities position of a
Portfolio could create the possibility that losses on the hedging instrument are
greater than gains in the value of the Portfolio's position. In addition,
futures and options markets could be illiquid in some circumstances and certain
over-the-counter options could have no markets. As a result, in certain
markets, a Portfolio might not be able to close out a transaction without
incurring substantial losses. Although a Portfolio's use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time it will tend to
limit any potential gain to a Portfolio that might result from an increase in
value of the position. Finally, the daily variation margin requirements for
futures contracts create a greater ongoing potential financial risk than would
purchases of options, in which case the exposure is limited to the cost of the
initial premium.
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Currency hedging involves some of the same risks and considerations as
other transactions with similar instruments. Currency transactions can result
in losses to a Portfolio if the currency being hedged fluctuates in value to a
degree or in a direction that is not anticipated. Further, the risk exists that
the perceived linkage between various currencies may not be present or may not
be present during the particular time that a Portfolio is engaging in proxy
hedging. Currency transactions are also subject to risks different from those
of other portfolio transactions. Because currency control is of great
importance to the issuing governments and influences economic planning and
policy, purchases and sales of currency and related instruments can be adversely
affected by government exchange controls, limitations or restrictions on
repatriation of currency, and manipulations or exchange restrictions imposed by
governments. These forms of governmental actions can result in losses to a
Portfolio if it is unable to deliver or receive currency or monies in settlement
of obligations and could also cause hedges it has entered into to be rendered
useless, resulting in full currency exposure as well as incurring transaction
costs. Buyers and sellers of currency futures contracts are subject to the same
risks that apply to the use of futures contracts generally. Further, settlement
of a currency futures contract for the purchase of most currencies must occur at
a bank based in the issuing nation. Trading options on currency futures
contracts is relatively new, and the ability to establish and close out
positions on these options is subject to the maintenance of a liquid market that
may not always be available. Currency exchange rates may fluctuate based on
factors extrinsic to that country's economy.
Losses resulting from the use of Hedging and Other Strategic Transactions
will reduce a Portfolio's net asset value, and possibly income, and the losses
can be greater than if Hedging and Other Strategic Transactions had not been
used.
Risks of Hedging and Other Strategic Transactions Outside the United States
When conducted outside the United States, Hedging and Other Strategic
Transactions may not be regulated as rigorously as in the United States, may not
involve a clearing mechanism and related guarantees, and will be subject to the
risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of positions taken as
part of non-U.S. Hedging and Other Strategic Transactions also could be
adversely affected by: (1) other complex foreign political, legal and economic
factors, (2) lesser availability of data on which to make trading decisions than
in the United States, (3) delays in a Portfolio's ability to act upon economic
events occurring in foreign markets during non-business hours in the United
States, (4) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States and (5) lower
trading volume and liquidity.
Use of Segregated and Other Special Accounts
Use of many Hedging and Other Strategic Transactions by a Portfolio will
require, among other things, that the Portfolio segregate cash or other liquid
assets with its custodian, or a designated sub-custodian, to the extent the
Portfolio's obligations are not otherwise "covered" through ownership of the
underlying security, financial instrument or currency. In general, either the
full amount of any obligation by a Portfolio to pay or deliver securities or
assets must be covered at all times by the securities, instruments or currency
required to be delivered, or, subject to any regulatory restrictions, an amount
of cash or other liquid assets equal to the current amount of the obligation
must be segregated with the custodian or sub-custodian. The segregated assets
cannot be sold or transferred unless equivalent assets are substituted in their
place or it is no longer necessary to segregate them. A call option on
securities written by a Portfolio, for example, will require the Portfolio to
hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate liquid
assets sufficient to purchase and deliver the securities if the call is
exercised. A call option sold by a Portfolio on an index will require the
Portfolio to own portfolio securities that correlate with the index or to
segregate liquid assets equal to the excess of the index value over the exercise
price on a current basis. A put option on securities written by a Portfolio
will require the Portfolio to segregate liquid assets equal to the exercise
price. Except when a Portfolio enters into a forward contract in connection
with the purchase or sale of a security denominated in a foreign currency or for
other non-speculative purposes, which requires no segregation, a currency
contract that obligates the Portfolio to buy or sell a foreign currency will
generally require the Portfolio to hold an amount of that currency, liquid
securities denominated in that currency equal to a Portfolio's obligations or to
segregate liquid assets equal to the amount of the Portfolio's obligations.
OTC options entered into by a Portfolio, including those on securities,
currency, financial instruments or indices, and OCC-issued and exchange-listed
index options will generally provide for cash settlement, although a Portfolio
will not be required to do so. As a result, when a Portfolio sells these
instruments it will segregate an amount of assets equal to its obligations under
the options. OCC-issued and exchange-listed options sold by a Portfolio other
than those described above generally settle with physical delivery, and the
Portfolio will segregate an amount of assets equal to the full value of the
option. OTC options settling with physical delivery or with an election of
either physical delivery or cash settlement will be treated the same as other
options settling with physical delivery.
In the case of a futures contract or an option on a futures contract, a
Portfolio must deposit initial margin and, in some instances, daily variation
margin in addition to segregating assets sufficient to meet its obligations to
purchase or provide securities or currencies,
16
<PAGE>
or to pay the amount owed at the expiration of an index-based futures contract.
These assets may consist of cash, cash equivalents, liquid high grade debt or
equity securities or other acceptable assets. A Portfolio will accrue the net
amount of the excess, if any, of its obligations relating to swaps over its
entitlements with respect to each swap on a daily basis and will segregate with
its custodian, or designated sub-custodian, an amount of cash or liquid assets
having an aggregate value equal to at least the accrued excess. Caps, floors and
collars require segregation of assets with a value equal to a Portfolio's net
obligation, if any.
Hedging and Other Strategic Transactions may be covered by means other than
those described above when consistent with applicable regulatory policies. A
Portfolio may also enter into offsetting transactions so that its combined
position, coupled with any segregated assets, equals its net outstanding
obligation in related options and Hedging and Other Strategic Transactions. A
Portfolio could purchase a put option, for example, if the strike price of that
option is the same or higher than the strike price of a put option sold by the
Portfolio. Moreover, instead of segregating assets if it holds a futures
contracts or forward contract, a Portfolio could purchase a put option on the
same futures contract or forward contract with a strike price as high or higher
than the price of the contract held. Other Hedging and Other Strategic
Transactions may also be offset in combinations. If the offsetting transaction
terminates at the time of or after the primary transaction, no segregation is
required, but if it terminates prior to that time, assets equal to any remaining
obligation would need to be segregated.
Other Limitations
No Portfolio will maintain open short positions in futures contracts, call
options written on futures contracts, and call options written on securities
indices if, in the aggregate, the current market value of the open positions
exceeds the current market value of that portion of its securities portfolio
being hedged by those futures and options plus or minus the unrealized gain or
loss on those open positions, adjusted for the historical volatility
relationship between that portion of the Portfolio and the contracts (e.g., the
Beta volatility factor). For purposes of the limitation stated in the
immediately preceding sentence, to the extent the Portfolio has written call
options on specific securities in that portion of its portfolio, the value of
those securities will be deducted from the current market value of that portion
of the securities portfolio. If this limitation should be exceeded at any time,
the Portfolio will take prompt action to close out the appropriate number of
open short positions to bring its open futures and options positions within this
limitation.
Warrant Transactions and Risks
Subject to certain restrictions described under "INVESTMENT RESTRICTIONS"
below, each of the Portfolios (other than the Money Market Fund) may purchase
warrants, including warrants traded independently of the underlying securities.
Such transactions entail certain risks. A warrant is a security, usually issued
together with a bond or preferred stock, 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. A warrant is usually
issued as a sweetener, to enhance the marketability of the accompanying fixed
income securities. Warrants may be considered more speculative than certain
other types of investments in that prior to their exercise they do not entitle a
holder to dividends and voting rights with respect to the securities which may
be purchased by the exercise thereof, nor do they represent any rights in the
assets of the issuing company. Also, the value of the warrant does not
necessarily change with the value of the underlying security. If a warrant
expires unexercised, the Portfolio will lose the amount paid for the warrant and
any transaction costs.
INVESTMENT RESTRICTIONS
There are two classes of investment restrictions to which the Fund is
subject in implementing the investment policies of the Portfolios: fundamental
and nonfundamental. Nonfundamental restrictions are subject to change by the
Trustees of the Fund without shareholder approval. Fundamental restrictions may
only be changed by a vote of the lesser of (i) 67% or more of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented or (ii) more than 50% of the outstanding shares.
With respect to the submission of a change in an investment restriction to
the holders of the Fund's outstanding voting securities, the matter shall be
deemed to have been effectively acted upon with respect to a particular
Portfolio if a majority of the outstanding voting securities of the Portfolio
vote for the approval of the matter, notwithstanding (1) that the matter has not
been approved by the holders of a majority of the outstanding voting securities
of any other Portfolio affected by the matter, and (2) that the matter has not
been approved by the vote of a majority of the outstanding voting securities of
the Fund.
Restrictions (1) through (8) are fundamental, and restrictions (9) through
(11) are nonfundamental.
17
<PAGE>
Fundamental
The Fund may not issue senior securities, except to the extent that the
borrowing of money in accordance with restriction (3) may constitute the
issuance of a senior security. (For purposes of this restriction, purchasing
securities on a when-issued or delayed delivery basis and engaging in Hedging
and Other Strategic Transactions will not be deemed to constitute the issuance
of a senior security.) In addition, unless a Portfolio is specifically excepted
by the terms of a restriction, each Portfolio will not:
(1) Invest more than 25% of the value of its total assets in securities of
issuers having their principal activities in any particular industry, excluding
U.S. Government securities and, with respect to the Money Market Fund,
obligations of domestic branches of U.S. banks and with respect to the National
Municipal Bond Fund, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities or by any state, territory or any possession
of the United States, the District of Columbia, or any of their authorities,
agencies, instrumentalities or political subdivisions, or with respect to
repurchase agreements collateralized by any of such obligations. For purposes of
this restriction (except with regard to the Emerging Growth Fund), supranational
issuers will be considered to comprise an industry as will each foreign
government that issues securities purchased by a Portfolio.
(2) Purchase the securities of any issuer if the purchase would cause more
than 5% of the value of the Portfolio's total assets to be invested in the
securities of any one issuer (excluding U.S. Government securities) or cause
more than 10% of the voting securities of the issuer to be held by the
Portfolio, except that up to 25% of the value of each Portfolio's total assets
may be invested without regard to these restrictions. This restriction does not
apply to the Emerging Growth Fund as a non-diversified portfolio.
(3) Borrow money except that each Portfolio may borrow (i) for temporary
or emergency purposes (not for leveraging) up to 33 1/3% of the value of the
Portfolio's total assets (including amounts borrowed) less liabilities (other
than borrowings) and (ii) in connection with reverse repurchase agreements,
mortgage dollar rolls and other similar transactions.
(4) Underwrite securities of other issuers except insofar as the Fund may
be considered an underwriter under the Securities Act of 1933 in selling
portfolio securities.
(5) Purchase or sell real estate, except that each Portfolio may invest in
securities issued by companies which invest in real estate or interests therein
and each of the Portfolios other than the Money Market Fund may invest in
mortgages and mortgage-backed securities.
(6) Purchase or sell commodities or commodity contracts except that each
Portfolio other than the Investment Quality Bond and Money Market Funds may
purchase and sell futures contracts on financial instruments and indices and
options on such futures contracts. The Tax-Sensitive Equity, Emerging Growth,
Equity-Income, Small/Mid Cap, International Small Cap, Growth Equity, Global
Equity, Strategic Income and International Growth and Income Funds may purchase
and sell futures contracts on foreign currencies and options on such futures
contracts. The U.S. Government Securities Fund has elected for the present to
not engage in the purchase or sale of commodities or commodity contracts to the
extent permitted by this restriction, but it reserves the right to engage in
such transactions at a future time.
(7) Lend money to other persons except by the purchase of obligations in
which the Portfolio is authorized to invest and by entering into repurchase
agreements. For purposes of this restriction, collateral arrangements with
respect to options, forward currency and futures transactions will not be deemed
to involve the lending of money.
(8) Lend securities in excess of 33% of the value of its total non-cash
assets. For purposes of this restriction, collateral arrangements with respect
to options, forward currency and futures transactions will not be deemed to
involve loans of securities.
Nonfundamental
(9) Knowingly invest more than 10% of the value of its net assets in
securities or other investments not readily marketable, including repurchase
agreements maturing in more than seven days but excluding variable amount master
demand notes, except that the Tax-Sensitive Equity Fund and the Emerging Growth
Fund may so invest up to 15% its net assets.
(10) Purchase securities for the purpose of exercising control or
management.
(11) Purchase securities of foreign issuers, except that (A) the Tax-
Sensitive Equity Fund, International Small Cap, Global Equity, International
Growth and Income and Strategic Income Funds may each, without limitation,
invest up to 100% of its assets in securities issued
18
<PAGE>
by foreign entities and/or denominated in foreign currencies, (B) the Balanced
Fund and Growth Equity Fund may each invest up to 30% of its assets in such
securities, (C) the Emerging Growth Fund and the Equity-Income Fund may invest
up to 25% of its assets in such securities, and (D) each of the other portfolios
(other than the U.S. Government Securities and National Municipal Bond Funds)
may invest up to 20% of its assets in securities issued by foreign entities
and/or denominated in foreign currencies. (In the case of the Small/Mid Cap,
Growth Equity and Balanced Funds, ADRs and U.S. dollar denominated securities
are not included in the percentage limitation.)
In addition to the above policies, the Money Market Fund is subject to
certain restrictions required by Rule 2a-7 under the 1940 Act. In order to
comply with such restrictions, the Money Market Fund will, among other things,
not purchase the securities of any issuer if it would cause (i) more than 5% of
its total assets to be invested in the securities of any one issuer (excluding
U.S. Government securities and repurchase agreements fully collateralized by
U.S. Government securities), except as permitted by Rule 2a-7 for certain
securities for a period of up to three business days after purchase, (ii) more
than 5% of its total assets to be invested in "second tier securities," as
defined by Rule 2a-7, or (iii) more than the greater of $1 million or 1% of its
total assets to be invested in the second tier securities of that issuer.
For the purposes of the investment limitations applicable to the National
Municipal Bond Fund, the identification of the issuer of a municipal obligation
depends on the terms and conditions of the obligation. If the assets and
revenues of an agency, authority, instrumentality, or other political
subdivision are separate from those of the government creating the subdivision
and the obligation is backed only by the assets and revenues of the subdivision,
such subdivision would be regarded as the sole issuer. Similarly, in the case
of a private activity bond, if the bond is backed only by the assets and
revenues of the non-governmental user, such non-governmental user would be
regarded as the sole issuer. If in either case the creating government or
another entity guarantees an obligation, the guarantee would be considered a
separate security and treated as an issue of such government or entity.
If a percentage restriction is adhered to at the time of an investment, a
later increase or decrease in the investment's percentage of the value of a
Portfolio's total assets resulting from a change in such values or assets will
not constitute a violation of the percentage restriction, except in the case of
the Money Market Fund where the percentage limitation of restriction (9) must be
met at all times.
- ----------------
PORTFOLIO TURNOVER
The annual rate of portfolio turnover will normally differ for each
Portfolio and may vary from year to year. Portfolio turnover is calculated by
dividing the lesser of purchases or sales of portfolio securities during the
fiscal year by the monthly average of the value of the Portfolio's securities
(excluding from the computation all securities, including options, with
maturities at the time of acquisition of one year or less). A high rate of
portfolio turnover (in excess of 100%) generally involves correspondingly
greater brokerage commission expenses, which must be borne directly by the
Portfolio. No portfolio turnover rate can be calculated for the Money Market
Fund due to the short maturities of the instruments purchased. The portfolio
turnover rates for the Portfolios of the Fund in existence prior to October 31,
1997 for the periods shown below were as follows:
<TABLE>
<CAPTION>
11/1/95 11/1/96
to to
10/31/96 10/31/97
<S> <C> <C>
Small/Mid Cap.................... 92%* 145%
International Small Cap.......... 67%* 75%
Growth Equity.................... 450%* 181%
Global Equity.................... 165% 28%
Equity-Income.................... 169% 36%
Growth and Income................ 49% 39%
Balanced......................... 253% 211%
Strategic Income................. 68% 193%
Investment Quality Bond.......... 56% 65%
U.S. Govt. Securities............ 477% 364%
National Municipal Bond.......... 49% 29%
International Growth and Income.. 170% 146%
</TABLE>
19
<PAGE>
*For the period March 4, 1996 (commencement of operations) to October 31, 1996.
Prior rates of portfolio turnover do not provide an accurate guide as to
what the rate will be in any future year, and prior rates and estimated rates
are not a limiting factor when it is deemed appropriate to purchase or sell
securities for a Portfolio. Each Portfolio of the Fund intends to comply with
the various requirements of the Code so as to qualify as a "regulated investment
company" thereunder. One such requirement is that until its first tax year
beginning after August 5, 1997, a Portfolio must derive less than 30% of its
gross income from gains on the sale or other disposition of stock or securities
held for less than three months. Accordingly, the ability of a particular
Portfolio to effect certain portfolio transactions may be limited.
MANAGEMENT OF THE FUND
The Trustees and officers of the Fund, together with information as to
their principal occupations during the past five years, are listed below:
<TABLE>
<CAPTION>
Name,
- ----- Principal Occupation
Address and Age Position with the Fund During Past Five Years
- --------------- ---------------------- ----------------------
<S> <C> <C>
William F. Achtmeyer Trustee Co-founder, President and
c/o Cypress Holding Chief Executive Officer of
Company, Inc. The Parthenon Group, a
125 High Street strategic advisory
Boston, MA 02110 consulting and investment
Age: 42 firm.
William F. Devin Trustee Member of the Board of
c/o Cypress Holding Governors of the Boston
Company, Inc. Stock Exchange. Retired
125 High Street Executive Vice President of
Boston, MA 02110 Fidelity Capital Markets, a
Age: 58 division of National
Financial Services
Corporation in Boston.
Bradford K. Gallagher* Chairman of the Board President of CypressTree
c/o Cypress Holding & President Investments, Inc. and
Company, Inc. President and Chief
125 High Street Executive Officer of
Boston, MA 02110 Cypress Holding Company
Age: 53 Inc. Past President of
Allmerica Financial
Services.
Kenneth J. Lavery Trustee Vice President of
c/o Cypress Holding Massachusetts Capital
Company, Inc. Resource Company.
125 High Street
Boston, MA 02110
Age: 47
Don B. Allen Trustee Senior Lecturer,
c/o Cypress Holding William E. Simon
Company, Inc. Graduate School of
125 High Street Business Admin.,
Boston, MA 02110 University of
Age: 68 Rochester.
</TABLE>
20
<PAGE>
<TABLE>
<S> <C> <C>
Joseph T. Grause, Jr. Treasurer Executive Vice President of
c/o Cypress Holding Cypress Holdings, November
Company, Inc. 1995 to date; Senior Vice
125 High Street President of Sales and
Boston, MA 02110 Marketing, The Shareholder
Age: 45 Services Group, a
subsidiary of First Data
Corporation, May 1993 to
November 1995; Prior to
joining First Data, Mr.
Grause was associated with
Fidelity Institutional
Services Company from June
1976 through May 1993 where
he attained the position of
Senior Vice President.
John I. Fitzgerald Secretary Counsel to CypressTree
c/o Cypress Holding Funds Distributors, Inc.,
Company, Inc. ("CFD") April, 1997 to
125 High Street date; Prior to joining CFD,
Boston, MA 02110 Mr. Fitzgerald was
Age: 49 Executive Vice
President--Legal Affairs
and Government Relations at
the Boston Stock Exchange.
Thomas J. Brown Assistant Treasurer Principal of Cypress
c/o Cypress Holding Holdings, July 1997 to
Company, Inc. date; consultant to
125 High Street financial services
Boston, MA 02110 industry, October 1995 to
Age: 51 June 1997; Executive Vice
President, Boston Company
Advisors, August 1994 to
October 1995.
Paul Foley Assistant Secretary Principal of Cypress
c/o Cypress Holding Holding, July 1996 to date;
Company, Inc. Financial Analyst with
125 High Street Fleet Group, June 1995 to
Boston, MA 02110 July 1996, Financial
Age 34 Analyst with Allmerica
Financial Services, April
1987 to June 1995.
</TABLE>
*Trustee who is an "interested person", as defined in the 1940 Act.
Compensation of Trustees
The Fund does not pay any remuneration to its Trustees who are officers or
employees of the Adviser or its affiliates. Trustees not so affiliated receive
an annual retainer of $3,000, a fee of $750 for each meeting of the Trustees
that they attend in person and a fee of $200 for each such meeting conducted by
telephone. Trustees are reimbursed for travel and other out-of-pocket expenses.
The officers listed above are furnished to the Fund pursuant to the Advisory
Agreement described below and receive no compensation from the Fund. These
officers spend only a portion of their time on the affairs of the Fund.
21
<PAGE>
Trustee Compensation Table
<TABLE>
<CAPTION>
=====================================================================================
Aggregate Pension Or Total
Trustee Compensation Retirement Compensation
From Fund for Benefits From Registrant
Fiscal Year Accrued And Fund
Ended October As Part Of Complex Paid
31, 1997* Fund for Fiscal Year
Expenses for Ended
Fiscal Year October 31,
Ended 1997*
October 31,
1997*
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bradford K. Gallagher 0 0 0
- ------------------------------------------------------------------------------------
Don B. Allen 8,250 0 54,950
- ------------------------------------------------------------------------------------
William F. Achtmeyer 1,500 0 1,500
- ------------------------------------------------------------------------------------
William F. Devin 1,500 0 1,500
- ------------------------------------------------------------------------------------
Kenneth J. Lavery 1,500 0 1,500
- ------------------------------------------------------------------------------------
Charles L. Bardelis** 6,750 0 53,450
- ------------------------------------------------------------------------------------
Samuel Hoar** 6,750 0 53,450
- ------------------------------------------------------------------------------------
Robert J. Myers** 6,750 0 53,450
- ------------------------------------------------------------------------------------
F. David Rowling** 4,500 0 42,500
====================================================================================
</TABLE>
*Compensation received for services as Trustee.
**Resigned as a Trustee effective October 1, 1997
Principal Holders of Securities
As of December 18, 1997, the following persons owned, of record or
beneficially, five percent or more of the outstanding securities of the
indicated portfolio classes:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Record or
Beneficial Owner Portfolios
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Frontier Trust Company Trustee Money Market Fund Global Equity Fund
for beneficial owner Saia Class A Shares Class A Shares
Motor Freight Line Inc. 401(k) Plan 2,125,937.873 shares 468,529.860 shares
Springhouse Corporate Center II 26% of the fund class 24% of the fund class
323 Norristown Road ---------------------------------------------------------
Ambler, Pennsylvania 19002-2756 Growth & Income Fund Investment Quality Bond Fund
Class A Shares Class A Shares
471,885.935 shares 172,074.789 shares
29% of the fund class 26% of the fund class
---------------------------------------------------------
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Record or
Beneficial Owner Portfolios
- --------------------------------------------------------------------------------
Equity Income Fund Balanced Fund
Class A Shares Class A Shares
499,352.586 shares 475,149.668 shares
23% of the fund class 48% of the fund class
- --------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government
Securities Fund
Class A Shares
417,066.322 shares
7% of the fund class
- --------------------------------------------------------------------------------
Concord-Diablo Federal Money Market Fund
Credit Union Class A Shares
1855 Second Street 1,088,958.360 shares
Concord, CA 94519-2623 13% of the fund class
- --------------------------------------------------------------------------------
State Street Bank & Trust Money Market Fund Investment Quality
Co. Cust. Class C Shares Bond Fund
for IRA Rollover of James 603,195.83 shares Class C Shares
D. Holtz 8% of the fund class 29,130.628 shares
299 E. Oaksbury Lane 5% of the fund class
Palatine, Illinois
60067-7545
- --------------------------------------------------------------------------------
State Street Bank & Trust Small/Mid Cap Fund
Co. Cust. Class A Shares
for the IRA of A R 18,870.203 shares
Whittemore 6% of the fund class
c/o Clark Capital
Management Group
1735 Market Street, 34th
Floor
Philadelphia, PA
19103-7501
- --------------------------------------------------------------------------------
D & F Corporation 401(k) Money Market Fund
Plan Trust Co. of America Class C Shares
TTEE TCA 22393 418,581.067 shares
P.O. Box 6580 5% of the fund class
Englewood, California
80155-6580
- --------------------------------------------------------------------------------
NALACO Pension Plan for Global Equity Fund Equity Income Fund
U.S. Members Class A Shares Class A Shares
Elliott & Page 549,608.528 shares 356,623.168 shares
120 Adelaide Street West, 28% of the fund class 16% of the fund class
Suite 1120
Toronto, Ontario M5H1V1
- --------------------------------------------------------------------------------
North American Life Global Equity Fund
Assurance Co. Class A Shares
116 Huntington Avenue 119,045.908 shares
Boston, Massachusetts 6% of the fund class
02116-5749
- --------------------------------------------------------------------------------
Farmers State Bank Empls. Growth Equity Fund
Pension Class A Shares
Farmers State Bank Trustee 11,378.801 shares
U/A 6% of the fund class
P.O. Box 538, 108 E. Adams
Street
Pittsfield, Illinois
62363-0538
- --------------------------------------------------------------------------------
Young Life Strategic Income Fund
P.O. Box 520 Class A Shares
Colorado Springs, Colorado 224,982.450 shares
80901-0520 13% of the fund class
- --------------------------------------------------------------------------------
Raymond James & Associates National Municipal Bond
Inc. for Margin Acct. # Fund
82349377 for account Class C Shares
owner Mark A. Kielar and 31,101.572 shares
Tammy Keilar JT WROS 5% of the fund class
2251 NW 4th Avenue
Boca Raton, Florida
33431-7434
- --------------------------------------------------------------------------------
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
BT Alex Brown Inc. National Municipal Bond
for beneficial owner Fund
711-02901-16 Class C Shares
P.O. Box 1346 30,000.000 shares
Baltimore, Maryland 5% of the fund class
21203-1346
- --------------------------------------------------------------------------------
Claire Koh National Municipal Bond
963C Heritage Hills Drive Fund
Somers, New York 10589-1913 Class C Shares
92,587.128 shares
17% of the fund class
- --------------------------------------------------------------------------------
Edwin Marshall Ludlow TTEE Money Market Fund
LTD. Contracting Class B Shares
P.O. Box 3354-A 127,753.650
Davidsonville, MD 21635 5% of the fund class
- --------------------------------------------------------------------------------
State Street Bank & Trust Investment Quality Bond
Co. Cust. Fund
for IRA Shirley Einhorn Class C Shares
10662 SW 79 Terr. 6% of the fund class
Miami, FL 33173
- --------------------------------------------------------------------------------
</TABLE>
As of December 18, 1997, the officers and Trustees of the Fund as a group
owned less than 1% of the outstanding shares of each class of each Portfolio of
the Fund.
INVESTMENT MANAGEMENT ARRANGEMENTS
The following information supplements the material appearing in the
Prospectus under the caption "MANAGEMENT OF THE FUND." The principal terms of
the Advisory and Subadvisory Agreements are described in the Prospectus. The
following supplemental discussion of such agreements covers certain legal terms
of such agreements. The Advisory and Subadvisory Agreements discussed below
have been filed with and are available from the Commission.
Advisory and Subadvisory Agreements
The Advisory Agreement, each Subadvisory Agreement and the Salomon Brothers
Asset Management Limited Consulting Agreement, each dated October 1, 1997, were
approved by the Trustees on June 27, 1997 and by the shareholders of the
Portfolios on September 24, 1997, in connection with the acquisition (the
"Acquisition") of the business of NASL Financial Services, Inc. relating to
acting as investment adviser and distributor of the Fund by CypressTree
Investments, Inc. ("CypressTree"), with the exceptions of the Subadvisory
Agreements for the Tax-Sensitive Equity Fund and the Emerging Growth Fund which
are dated and were approved December 16, 1997. CypressTree is a subsidiary of
Cypress Holding Company, Inc., which is controlled by its management and by
Berkshire Partners IV, L.P. CypressTree and its affiliates, CypressTree Asset
Management Corporation, Inc. ("CAM") and CypressTree Funds Distributors, Inc.
("CFD"), were formed in 1996 to acquire, advise and distribute mutual funds
through broker dealers, banks and other intermediaries. CAM acts as the Fund's
investment adviser (the "Adviser"), while CFD acts as the Fund's distributor
(the "Distributor").
The advisory fees charged to each Portfolio series of the Fund have not
changed as a result of its Acquisition, and CAM has advised the Trustees that it
has no plans to recommend any changes in the current subadvisers to the
Portfolios.
Subadvisory Agreements between the Adviser and Standish, Ayer & Wood, Inc.
and Warburg Pincus Asset Management, Inc. were approved by the Trustees on
December 16, 1997 in conjunction with the addition of the Tax-Sensitive Equity
Fund and Emerging Growth Fund portfolios, respectively.
For the fiscal years ended October 31, 1995, 1996 and 1997, the Fund paid
total advisory fees to the Adviser of $4,324,695, $5,398,787 and 6,327,793
respectively. The amounts represented by each of the Portfolios are as follows:
<TABLE>
<CAPTION>
Portfolio 11/1/94 to 11/1/95 to 11/1/96 to
10/31/95 10/31/96 10/31/97
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Small/Mid Cap NA *63,467 217,083
International Small Cap NA *47,966 175,637
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Growth Equity NA *40,762 178,839
Global Equity $1,185,949 1,174,747 1,106,316
Equity-Income $ 758,694 936,036 1,128,276
Growth and Income $ 521,769 784,990 1,112,269
International Growth and Income **$102,022 236,517 280,663
Strategic Income $ 195,046 415,019 561,512
Investment Quality Bond $ 99,260 127,602 113,993
U.S. Government $ 661,449 693,407 567,391
National Municipal Bond $ 68,638 121,407 109,842
Money Market $ 44,306 38,258 40,088
Balanced $ 687,562 718,609 735,884
</TABLE>
*For the period March 4, 1996 (commencement of operations) to October 31, 1996.
**For the period January 9, 1995 (commencement of operations) to October 31,
1995.
For information concerning waivers of advisory fees and expense
reimbursements, see note 5 to the financial statements dated October 31, 1997
included in this Statement of Additional Information.
For the same periods, the Adviser paid total subadvisory fees of
$2,060,667, $2,533,101 and 2,949,885 respectively. The amounts represented by
each of the Portfolios are as follows:
<TABLE>
<CAPTION>
Portfolio 11/1/94 to 11/1/95 to 11/1/96 to
10/31/95 10/31/96 10/31/97
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Small/Mid Cap N/A $ 36,022* 123,209
International Small Cap N/A $ 29,693* 108,728
Growth Equity N/A $ 22,646* 99,355
Global Equity $724,749 $709,960 578,158
Equity-Income $323,912 $396,204 506,265
Growth and Income $227,367 $334,666 467,961
International Growth and Income **$56,679 $131,398 155,924
Strategic Income #$91,022 $192,079 254,934
Investment Quality Bond $ 37,223 $ 47,851 42,747
U.S. Government $248,043 $260,027 212,772
National Municipal Bond $ 40,125 $ 50,586 45,768
Money Market $ 16,615 $ 14,347 15,033
Balanced $294,932 $307,622 339,031
</TABLE>
*For the period March 4, 1996 (commencement of operations) to October 31, 1996.
**For the period January 9, 1995 (commencement of operations) to October 31,
1995.
#Of these amounts, $29,730 and $48,019.75 respectively, were paid by Salomon
Brothers Asset Management Inc ("SBAM") to Salomon Brothers Asset Management
Limited under the Subadvisory Consulting Agreement.
The Prospectus refers to a subadvisory consulting agreement between SBAM
and Salomon Brothers Asset Management Limited ("SBAM Limited"). Under that
agreement SBAM Limited provides certain investment advisory services to SBAM
relating to currency transactions and investments in non-dollar denominated debt
securities for the benefit of the Strategic Income Fund. SBAM pays SBAM
Limited, as full compensation for all services provided under the subadvisory
consulting agreement, a portion of its subadvisory fee, such amount being an
amount equal to the fee payable under SBAM's subadvisory agreement multiplied by
the current value of the net assets
25
<PAGE>
of the portion of the assets of the Strategic Income Fund that SBAM Limited has
been delegated to manage divided by the current value of the net assets of the
Portfolio. The Fund will not incur any additional expenses in connection with
SBAM Limited's services.
For the year ended October 31, 1997 the net investment advisory fees
retained by the Adviser after payment of subadvisory fees was $3,377,908,
allocated among the portfolios as follows:
<TABLE>
<CAPTION>
Annual Percentage of
Dollar Amount Portfolio Net Assets
- ---------------------------------- -------------------- ---------------------
<S> <C> <C>
Small/Mid Cap Fund* 93,874 .32%
International Small Cap Fund* 66,909 .38%
Growth Equity Fund* 79,484 .32%
Global Equity Fund 528,158 .43%
International Growth and Income
Fund 124,739 .43%
Growth and Income Fund 644,308 .34%
Equity-Income Fund 622,011 .37%
Balanced Fund 396,853 .41%
Strategic Income Fund 306,578 .37%
Investment Quality Bond Fund 71,246 .40%
National Municipal Bond Fund 64,074 .35%
U.S. Government Securities Fund 354,619 .42%
Money Market Fund 25,055 .11%
</TABLE>
The Advisory Agreement and each Subadvisory Agreement, including the SBAM
Limited Consulting Agreement (collectively, the "Agreements") will continue in
effect as to a Portfolio for a period no more than two years from the date of
its execution or the execution of an amendment making the agreement applicable
to that Portfolio only so long as such continuance is specifically approved at
least annually either by the Trustees or by the vote of a majority of the
outstanding voting securities of each of the Portfolios of the Fund, provided
that in either event such continuance shall also be approved by the vote of the
majority of the Trustees who are not interested persons of any party to the
Agreements, cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval of any continuance of any of the
Agreements shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the class of capital stock of that Portfolio
vote to approve such continuance, notwithstanding that such continuance may not
have been approved by a majority of the outstanding voting securities of the
Fund.
If the shareholders of any Portfolio fail to approve any continuance of any
Agreement, the Adviser or Subadviser (including SBAM Limited), as applicable,
will continue to act as such with respect to such Portfolio pending the required
approval of the continuance of such Agreement, of a new contract with the
Adviser or Subadviser or different investment adviser or subadviser, or other
definitive action. In the case of the Adviser, the compensation received in
respect of such a Portfolio during such period will be no more than its actual
costs incurred in furnishing investment advisory and management services to such
Portfolio or the amount it would have received under the Agreement in respect of
such Portfolio, whichever is less. In the case of the Subadvisers, the
compensation received by them in respect of such a Portfolio during such a
period will be no more than that permitted by Rule 15a-4 under the 1940 Act.
The Agreements may be terminated at any time, without the payment of
penalty, by the Trustees of the Fund or by the vote of a majority of the
outstanding voting securities of the applicable Portfolios of the Fund, with
respect to any Portfolio by the vote of a majority of the outstanding shares of
such Portfolio, or by the Adviser or applicable Subadviser on 60 days' written
notice to the other party or parties to the Agreement and, in the case of the
Subadvisory Agreements, to the Fund. Each of the Agreements will automatically
terminate in the event of its assignment.
The Agreements may be amended by the parties provided that such amendment
is specifically approved by the vote of a majority of the outstanding voting
securities of the Fund or applicable Portfolio(s), as the case may be, and by
the vote of a majority of the Trustees of the Fund who are not interested
persons of the Fund, of the Adviser or of the applicable Subadviser or of SBAM
Limited, cast in person at a meeting called for the purpose of voting upon such
approval. The required shareholder approval of any amendment shall be effective
with respect to any Portfolio if a majority of the outstanding voting securities
of that Portfolio vote to approve the amendment, notwithstanding that the
amendment may not be approved by a majority of the outstanding voting securities
of (i) any other Portfolio affected by the amendment or (ii) all the Portfolios
of the Fund.
Each Subadvisory Agreement, except the J.P. Morgan Subadvisory Agreement
and the SBAM Limited Consulting Agreement, provides that the Subadviser or SBAM
Limited will not be liable to the Fund or the Adviser for any losses resulting
from any matters to
26
<PAGE>
which the agreement relates other than losses resulting from the Subadviser's or
SBAM Limited's willful misfeasance, bad faith or gross negligence in the
performance of, or from reckless disregard of, its duties. The J.P. Morgan
Subadvisory Agreement each provide that the subadviser will not be liable to the
Fund or CAM for any losses resulting from any error of judgment made in the good
faith exercise of the Subadviser's investment discretion in connection with
selecting investments, except for losses resulting from willful misfeasance, bad
faith or gross negligence of, or from reckless disregard of, it duties, and that
it shall not be liable for any losses resulting from any other matters except
for losses resulting from willful misfeasance, bad faith or negligence in the
performance of, or from disregard of, its duties.
DISTRIBUTION PLANS
The Fund currently offers three classes of shares in each Portfolio: "Class
A" shares, "Class B" shares and "Class C" shares (the "Multiple Pricing
System"). See "MULTIPLE PRICING SYSTEM" and "HOW TO PURCHASE SHARES" in the
Prospectus.
In addition to the front end sales charge which may be deducted at the time
of purchase of Class A shares and the CDSC which may apply on redemption of
Class B shares, each class of shares of each Portfolio is authorized under the
Distribution Plan applicable to that class of shares (the "Class A Plan," the
"Class B Plan" and the "Class C Plan," collectively, the "Plans") adopted
pursuant to Rule 12b-1 under the 1940 Act to use the assets attributable to such
class of shares of the Portfolio to finance certain activities relating to the
distribution of shares to investors. The Plans are "compensation" plans
providing for the payment of a fixed percentage of average net assets to finance
distribution expenses. The Plans provide for the payment by each class of
shares of each Portfolio of the Fund, other than the Money Market Fund, of a
monthly distribution and service fee to the Distributor, as principal
underwriter for the Fund. Portions of the fees prescribed below are used to
provide payments to the Distributor, to promotional agents, to brokers, dealers
or financial institutions (collectively, "Selling Agents") and to Service
Organizations for ongoing account services to shareholders and are deemed to be
"service fees" as defined in paragraph (b)(9) of Section 2830 of the Conduct
Rules of the National Association of Securities Dealers, Inc.
Under the Class A Plan, Class A shares of each Portfolio (except as
described in the next sentence) are subject to a fee of up to .35% of their
respective average annual net assets, five-sevenths of which (.25%) constitutes
a "service fee." Class A shares of the National Municipal Bond Fund are subject
to a fee of up to .15% of Class A average annual net assets, the entire amount
of which constitutes a "service fee," and Class A shares of the Money Market
Fund bear no such fees. Under the Class B Plan, Class B shares of each
Portfolio (with the exception of the Money Market Fund) are subject to a fee of
up to 1.00% of their respective average annual net assets, one-fourth (.25%) of
which constitutes a "service fee." Under the Class C Plan, Class C shares of
each Portfolio (with the exception of the Money Market Fund) are subject to a
fee of up to 1.00% of their respective average annual net assets, one-fourth
(.25%) of which constitutes a "service fee."
Payments under the Plans are used primarily to compensate the Distributor
for distribution services provided by it in connection with the offering and
sale of the applicable class of shares, and related expenses incurred, including
payments by the Distributor to compensate or reimburse Selling Agents for sales
support services provided and related expenses incurred by such Selling Agents.
Such services and expenses may include the development, formulation and
implementation of marketing and promotional activities, the preparation,
printing and distribution of prospectuses and reports to recipients other than
existing shareholders, the preparation, printing and distribution of sales
literature, expenditures for support services such as telephone facilities and
expenses and shareholder services as the Fund may reasonably request, provision
to the Fund of such information, analyses and opinions with respect to marketing
and promotional activities as the Fund may, from time to time, reasonably
request, commissions, incentive compensation or other compensation to, and
expenses of, account executives or other employees of the Distributor or Selling
Agents, attributable to distribution or sales support activities, respectively,
overhead and other office expenses of the Distributor or Selling Agents,
attributable to distribution or sales support activities, respectively, and any
other costs and expenses relating to distribution or sales support activities.
The Distributor may pay directly Selling Agents and may provide directly the
distribution services described above, or it may arrange for such payment or the
performance of some or all of such services by Wood Logan, the Fund's
promotional agent, at such level of compensation as may be agreed to by the
Distributor and Wood Logan.
The distribution and service fees attributable to the Class B shares and
Class C shares are designed to permit an investor to purchase shares without the
assessment of a front end sales charge, and, with respect to the Class C shares,
without the assessment of a front end sales charge or a CDSC, and at the same
time permit the Distributor to compensate securities dealers with respect to
sales of such shares.
The Distributor is authorized by each Plan to retain any excess of the fees
it receives thereunder over its payments to selected dealers or Wood Logan and
its expenses incurred in connection with providing distribution services. Thus,
payments under a Plan may result in a profit to the Distributor. Each Plan also
provides that to the extent that any payments by any class of any Portfolio of
the Fund to the
27
<PAGE>
Distributor in its capacity as investment adviser to the Fund, such as for
investment management fees, may be deemed to be an indirect payment of
distribution expenses, those indirect payments are deemed to be authorized by
the Plans.
In adopting the Plans, the Trustees determined that the adoption of the
Plans is in the best interests of the Fund and its shareholders, that there is a
reasonable likelihood that the Plans will benefit the Fund and its shareholders,
and that the Plans are essential to, and an integral part of, the Fund's program
for financing the sale of shares of the various Portfolios of the Fund to the
public.
The Distributor is a broker/dealer registered under the Securities Exchange
Act of 1934, as amended ("1934 Act") and a member of the NASD. The
Distributor's address is the same as that of the Fund. The Distributor has
entered into a promotional agent agreement with Wood Logan pursuant to which
Wood Logan will solicit securities dealers to sell Fund shares, offer sales
training to registered representatives of such dealers, prepare and distribute
certain sales and promotional materials and otherwise assist in the distribution
of Fund shares. For providing such services, the Distributor will pay Wood
Logan such amounts as are agreed to from time to time pursuant to the
promotional agent agreement. Wood Logan, a broker/dealer registered under the
1934 Act and a member of the NASD, is a subsidiary of Wood Logan Associates,
Inc., a corporation which is a wholly owned subsidiary of a holding company that
is 85% owned by Manufacturers Life Insurance Company and approximately 15% owned
by principals of Wood Logan. The address of Wood Logan is 1455 East Putnam
Avenue, Old Greenwich, Connecticut 06870.
Neither a Plan nor any related agreements can take effect until approved by
a majority vote of both all the Trustees and those Trustees who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of a Plan or in any agreements related to it (the
"Qualified Trustees"), cast in person at a meeting called for the purpose of
voting on such Plan and the related agreements.
The Plans will continue in effect only so long as their continuance is
specifically approved at least annually by the Trustees in the manner. The
Trustees will receive quarterly and annual statements concerning distribution
and shareholder servicing expenditures. In such statements, only expenditures
properly attributable to the sale or servicing of a particular class of shares
will be used to justify any distribution or servicing fee charged to that class.
Expenditures not related to the sale or servicing of a particular class will not
be presented to the Trustees to justify any fee attributable to that class. The
statements, including the allocations upon which they are based, will be subject
to the review and approval of the Qualified Trustees in the exercise of their
fiduciary duty. Each Plan may be terminated at any time with respect to any one
or more Portfolios by a majority vote of the Qualified Trustees or by vote of a
majority of the outstanding voting securities attributable to Class A, Class B
and Class C shares, as applicable, of such Portfolio or Portfolios. If a Plan
is terminated by the Trustees or is otherwise discontinued with respect to one
or more Portfolios, no further payments would be made by the Fund in respect of
the Class A, Class B and Class C shares, as applicable, of such Portfolio or
Portfolios under that Plan. A Plan may remain in effect with respect to Class
A, Class B, Class C or shares, as applicable, of a Portfolio even if it has been
terminated with respect to the Class A, Class B and Class C shares, as
applicable, of one or more other Portfolios.
A Plan may not be amended with respect to any class of any Portfolio so as
to materially increase the amount of the fees payable thereunder unless the
amendment is approved by a vote of at least a majority of the outstanding voting
securities of such class of such Portfolio. In addition, no material amendment
to a Plan may be made unless approved by the Trustees in the manner described
above for Trustee approval of the Plans.
For the period November 1, 1996 to October 31, 1997, the Fund paid
distribution and service fees pursuant to the Class A Plan to the Distributor of
$706,061 comprised of:
<TABLE>
<CAPTION>
<S> <C>
$ 12,744 from the Small/Mid Cap Fund*,
$ 10,099 from the International Small Cap Fund*,
$ 9,600 from the Growth Equity Fund*,
$ 102,730 from the Global Equity Fund,
$ 114,372 from the Equity-Income Fund,
$ 89,748 from the Growth and Income Fund,
$ 55,049 from the Strategic Income Fund,
$ 40,665 from the Balanced Fund,
$ 27,000 from the Investment Quality Bond Fund,
$ 216,152 from the U.S. Government Securities Fund,
$ 18,100 from the International Growth and Income Fund, and
$ 9,802 from the National Municipal Bond Fund.
</TABLE>
28
<PAGE>
Of the total, $33,488 was paid by the Distributor to Wood Logan for
providing promotional and shareholder services. Of this latter amount,
approximately 81% was spent for sales literature and printing prospectuses for
other than current shareholders, 6% represented allocated overhead expenses of
Wood Logan and 13% represented allocated compensation of personnel of Wood
Logan. The balance of the fees were, in accordance with the Class A Plan,
retained by the Distributor and used to fund shareholder servicing, promotional
activities and expenses. In addition, $487,181 of the total distribution fees
for Class A were paid to securities dealers, comprised of:
<TABLE>
<CAPTION>
<S> <C>
$ 8,873 from the Small/Mid Cap Fund,
$ 6,819 from the International Small Cap Fund,
$ 6,517 from the Growth Equity Fund,
$ 47,728 from the Global Equity Fund,
$ 64,892 from the Equity-Income Fund,
$ 64,434 from the Growth and Income Fund,
$ 43,773 from the Strategic Income Fund,
$ 28,910 from the Balanced Fund,
$ 20,833 from the Investment Quality Bond Fund
$ 170,297 from the U.S. Government Securities Fund
$ 14,575 from the International Growth and Income Fund and
$ 9,530 from the National Municipal Bond Fund.
</TABLE>
For the period November 1, 1996 to October 31, 1997, the Fund paid
distribution and service fees pursuant to the Class B Plan to the Distributor of
$2,250,764 comprised of:
<TABLE>
<CAPTION>
<S> <C>
$ 88,342 from the Small/Mid Cap Fund*,
$ 69,411 from the International Small Cap Fund*,
$ 72,054 from the Growth Equity Fund*,
$ 287,886 from the Global Equity Fund,
$ 319,396 from the Equity-Income Fund,
$ 461,666 from the Growth and Income Fund,
$ 332,169 from the Strategic Income Fund,
$ 168,870 from the Balanced Fund,
$ 45,985 from the Investment Quality Bond Fund,
$ 175,346 from the U.S. Government Securities Fund,
$ 166,177 from the International Growth and Income Fund and
$ 63,462 from the National Municipal Bond Fund.
</TABLE>
Of the total, none was paid by the Distributor to Wood Logan for
providing promotional and shareholder services. The balance of the fees were,
in accordance with the Class B Plan, retained by the Distributor and used to
fund shareholder servicing, promotional activities and expenses. $402,121 of
the total distribution fees for Class B were paid to securities dealers,
comprised of:
<TABLE>
<CAPTION>
<S> <C>
$ 8,277 from the Small/Mid Cap Fund,
$ 6,187 from the International Small Cap Fund,
$ 4,794 from the Growth Equity Fund,
$ 60,269 from the Global Equity Fund,
$ 63,853 from the Equity-Income Fund,
$ 84,456 from the Growth and Income Fund,
$ 63,598 from the Strategic Income Fund,
$ 31,013 from the Balanced Fund,
$ 8,970 from the Investment Quality Bond Fund,
$ 33,213 from the U.S. Government Securities Fund,
$ 30,209 from the International Growth and Income Fund and
$ 7,282 from the National Municipal Bond Fund.
</TABLE>
For the period November 1, 1996 to October 31, 1997, the Fund paid
distribution and service fees pursuant to the Class C Plan to the Distributor of
4,079,415, comprised of:
29
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
$ 109,928 from the Small/Mid Cap Fund*,
$ 69,008 from the International Small Cap Fund*,
$ 99,227 from the Growth Equity Fund*,
$ 647,840 from the Global Equity Fund,
$ 908,852 from the Equity-Income Fund,
$ 892,681 from the Growth and Income Fund,
$ 276,993 from the Strategic Income Fund,
$ 707,078 from the Balanced Fund,
$ 66,860 from the Investment Quality Bond Fund,
$ 152,729 from the U.S. Government Securities Fund,
$ 93,956 from the International Growth and Income Fund and
$ 54,263 from the National Municipal Bond Fund.
</TABLE>
Of the total, $333,262 was paid by the Distributor to Wood Logan for
providing promotional and shareholder services. Of this latter amount,
approximately 81% was spent for sales literature and printing prospectuses for
other than current shareholders, 6% represented allocated overhead expenses of
Wood Logan and 13% represented allocated compensation of personnel of Wood
Logan. The balance of the fees were, in accordance with the Class C Plan,
retained by the Distributor and used to fund shareholder servicing, promotional
activities and expenses. In addition, $3,229,170 of the total distribution fees
for Class C were paid to securities dealers, comprised of:
<TABLE>
<CAPTION>
<S> <C>
$ 41,692 from the Small/Mid Cap Fund,
$ 29,310 from the International Small Cap Fund,
$ 46,490 from the Growth Equity Fund,
$ 561,541 from the Global Equity Fund,
$ 771,626 from the Equity-Income Fund,
$ 724,245 from the Growth and Income Fund,
$ 182,419 from the Strategic Income Fund,
$ 609,578 from the Balanced Fund,
$ 48,509 from the Investment Quality Bond Fund,
$ 103,534 from the U.S. Government Securities Fund,
$ 66,731 from the International Growth and Income Fund and
$ 43,495 from the National Municipal Bond Fund.
</TABLE>
Underwriters
For the periods November 1, 1994 to October 31, 1995, November 1, 1995 to
October 31, 1996 and November 1, 1996 to October 31, 1997, the Distributor
received underwriting commissions of $960,690, $1,046,375 and $880,600,
respectively. The amounts were comprised as reflected below, with respect to
shares of the following Portfolios:
<TABLE>
<CAPTION>
Portfolio 11/1/94 to 11/1/95 to 11/1/96 to
10/31/95 11/31/96 10/31/97
<S> <C> <C> <C>
Small/Mid Cap NA *$77,609 49,974
International Small Cap NA *$47,504 33,696
Growth Equity NA *$51,483 36,270
Global Equity $172,487 $ 93,621 36,504
Equity-Income $138,334 $137,617 110,319
Growth and Income $123,745 $141,037 256,762
International Growth and Income **$100,890 $ 64,345 33,761
Strategic Income $ 65,693 $114,585 104,745
Investment Quality Bond $ 19,367 $ 23,097 16,552
U.S. Government $223,721 $218,181 120,538
National Municipal Bond $ 31,612 $ 32,640 7,803
Balanced $ 84,841 $ 44,656 46,676
</TABLE>
30
<PAGE>
*For the period March 4, 1996 (commencement of operations) to October 31, 1996.
**For the period January 9, 1995 (commencement of operations) to October 31,
1995.
Of the total underwriting commissions received during the three fiscal year
periods, $0, $0 and [ -0- ], respectively, were retained by the Distributor.
The balance of such commissions was paid to securities dealers and the
promotional agent. During such periods the Distributor did not receive directly
or indirectly from the Fund any compensation on the redemption or repurchase of
Fund shares, brokerage commissions or other underwriting compensation.
PORTFOLIO BROKERAGE
Pursuant to the Subadvisory Agreements, the Subadvisers are responsible for
placing all orders for the purchase and sale of portfolio securities of the
Fund, the portfolio transactions for which are the responsibility of the
Adviser. The Subadvisers have no formula for the distribution of the Fund's
brokerage business, their intention being to place orders for the purchase and
sale of securities with the primary objective of obtaining the most favorable
overall results for the Fund. The cost of securities transactions for each
Portfolio will consist primarily of brokerage commissions or dealer or
underwriter spreads. Bonds and money market instruments are generally traded on
a net basis and do not normally involve either brokerage commissions or transfer
taxes.
Occasionally, securities may be purchased directly from the issuer. For
securities traded primarily in the over-the-counter market, the Subadvisers
will, where possible, deal directly with dealers who make a market in the
securities unless better prices and execution are available elsewhere. Such
dealers usually act as principals for their own account.
The Subadvisers consider various factors in selecting brokers through which
orders for client accounts are executed. The Subadvisers' primary consideration
is the broker's ability to provide the best execution of the trade (including
both trade price and commission). Assuming equal execution capabilities, the
Subadvisers also take other factors into account.
In determining which brokers provide best execution, the Subadvisers look
primarily to the stock price quoted by the broker, and normally place orders
with the broker through which they can obtain the most favorable price. If the
same price is available from more than one broker, a Subadviser's judgment as to
the following factors may influence the selection of a broker for a particular
trade: the execution, clearance and settlement capabilities of the brokers under
consideration; the nature of the security being traded; the difficulty of
execution; the size of the transaction; the desired timing of the trade; the
activity existing and expected in the market for the particular security;
confidentiality; the financial stability of the brokers under consideration;
actual or apparent operational problems of any broker under consideration; and
the negotiated commission rates available at the time of the trade. The
Subadvisers may also consider the willingness of particular brokers to sell
shares of the Fund, subject to best execution and difficulty of execution.
The Subadvisers also consider the nature and extent of research services
provided when they select brokers. Assuming equal execution capabilities as
described above, the Subadvisers may direct commission business to brokers who
provide research services. Such services include, but are not limited to:
analyses and reports concerning economic factors and trends, industries,
specific securities, portfolio strategy, and valuation and performance of
accounts; advice regarding critical factors supporting research recommendations
and special reports or information based on the specific requests of a
Subadviser's portfolio manager/analysts. The Subadvisers may also from time to
time obtain research services prepared by third parties and provided by brokers
in exchange for a predetermined amount of commission business. These services
include portfolio monitoring, analysis and performance measurement systems,
various economic forecasting and research services covering stocks and bonds,
research and trading conferences, and a source of information as to block
trading opportunities. Some third party arrangements are cancelable at any time
while others require notice. Such third party arrangements do not involve a
substantial amount of the Subadvisers' commission business on behalf of clients.
In accordance with industry practice, commission rates are normally
determined through negotiations with brokers conducted by the Subadvisers'
traders. These negotiations take into account industry norms for particular
transactions, the size and type of trades, the size and expertise of the
brokerage firm involved and the nature of brokerage and research services
provided, including special services in connection with a particular trade.
(Such special services could include, among other things, the assumption of
market risk in connection with a trade or series of trades or the facilitation
of trades in a thin or volatile market.) Commission rates paid by the
Subadvisers in those cases may be higher than those charged by brokers for
execution of similar trades without the provision of research and/or special
services.
31
<PAGE>
No precise monetary value can be assigned to research and special execution
services furnished to the Subadvisers by brokers. The Subadvisers will review
all research services and will determine if the amounts of commissions directed
to brokers are reasonable in relation to the value of the brokerage and research
services provided, viewed in terms of both particular transactions and the
Subadvisers' overall responsibilities with respect to the accounts over which
they exercise investment discretion. Each Subadviser will maintain an internal
allocation procedure to identify those brokers who provide them with research
services and the amount of research services they provide, and will endeavor to
direct sufficient commissions to them to ensure the continued receipt of such
services as the Subadviser believes to be valuable.
Research services furnished by brokers will generally be used in servicing
all of the Portfolios of the Fund advised by a Subadviser and any other accounts
over which that Subadviser exercises investment discretion, although not all of
such services may be used in connection with any particular Portfolio that paid
commissions to the brokers providing such services.
The Subadvisers' practices in selecting brokers will be reviewed
periodically by the Trustees of the Fund.
The Subadvisers and/or their affiliates currently manage portfolios and
accounts other than those of the Fund. Although investment recommendations or
determinations for the Fund's Portfolios will be made by the Subadvisers
independently from the investment recommendations and determinations made by
them for any other portfolio or account or by the Subadvisers' affiliates for
the portfolios or accounts they manage, investments deemed appropriate for the
Fund's Portfolios by the Subadvisers may also be deemed appropriate by them or
affiliated advisers for other portfolios or accounts, so that the same security
may be purchased or sold at or about the same time for both the Fund's
Portfolios and such other portfolios or accounts. In such circumstances, the
Subadvisers may determine that orders for the purchase or sale of the same
security for the Fund's Portfolios and one or more other portfolios or accounts
should be combined, in which event the transactions will be priced and allocated
in a manner deemed by the Subadvisers to be equitable and in the best interests
of the Fund's Portfolios and such other portfolios or accounts. While in some
instances combined orders could adversely affect the price or volume of a
security, the Subadvisers and the Fund believe that its participation in such
transactions on balance will produce better overall results for the Fund.
For the fiscal years ended October 31, 1995, 1996 and 1997, the Fund paid
brokerage commissions in connection with portfolio transactions of $1,039,631,
$1,768,058, and 1,102,121, respectively. The amounts represented by each of the
Portfolios are as follows:
<TABLE>
<CAPTION>
11/1/94 to 11/1/95 to 11/1/96 to
Portfolio 10/31/95 10/31/96 10/31/97
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Small/Mid Cap N/A *****$ 24,367 70,946
International Small Cap N/A *****$ 47,513 64,279
Growth Equity N/A *****$ 65,354 62,974
Global Equity* $509,668 $542,895 185,238
Equity-Income** $211,194 $605,408 98,858
Growth and Income $ 97,836 $141,134 135,545
International Growth and Income ***$ 12,558 $173,403 108,863
Balanced**** $208,375 $167,984 375,418
</TABLE>
* Formerly known as the Global Growth Fund.
** Formerly known as the Value Equity Fund and prior thereto the Growth Fund
*** For the period January 9, 1995 (commencement of operations) to October 31,
1995.
**** Formerly known as the Asset Allocation Fund.
***** For the period March 4, 1996 (commencement of operations) to October 31,
1996.
Salomon Brothers Inc ("Salomon"), J.P. Morgan Securities Inc and J.P. Morgan
Securities Ltd. ("J.P. Morgan") and Morgan Stanley & Co. Incorporated are
affiliated brokers of the Fund due to the positions of Salomon, J.P. Morgan and
Morgan Stanley, respectively, as Subadvisers to Fund portfolios.
32
<PAGE>
From November 1, 1995 to October 31, 1996, brokerage commissions were paid to
Goldman, Sachs & Co. as follows:
- --------------------
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
11/1/95 to for the transactions
Portfolio 10/31/96 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
International Small Cap $9,019 18.98% 0.77%
Growth Equity $1,259 1.93% 0.74%
Global Equity $49,434 9.11% 1.87%
Equity-Income $32,267 5.33% 2.15%
Growth and Income $5,892 4.17% 1.03%
International Growth and Income $1,744 1.01% 1.79%
Balanced $9,195 5.47% 0.28%
</TABLE>
From November 1, 1994 to October 31, 1995, brokerage commissions were paid to
Salomon Brothers Inc as follows:
- --------------------
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
11/1/94 to for the transactions
Portfolio 10/31/95 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Equity $6,414 1.26% 0.86%
Equity-Income $8,760 4.15% 0.16%
Growth and Income $10,402 10.63% 0.71%
Balanced $8,117 3.90% 2.71%
</TABLE>
From November 1, 1995 to October 31, 1996, brokerage commissions were paid to
Salomon Brothers Inc as follows:
- --------------------
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
11/1/95 to for the transactions
Portfolio 10/31/96 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
International Small Cap $ 1,747 3.68% 0.13%
Growth Equity $978 1.50% 0.32%
Global Equity $1,996 0.37% 0.11%
Equity-Income $17,942 2.96% 0.41%
Growth and Income $8,968 6.35% 1.20%
International Growth and Income $846 0.49% 0.42%
Balanced $7,604 4.53% 2.00%
</TABLE>
33
<PAGE>
From November 1, 1996 to October 31, 1997, brokerage commissions were paid to
Salomon Brothers Inc as follows:
- --------------------
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
11/1/96 to for the transactions
Portfolio 10/31/97 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Equity 1,444 .78% 1.02%
Equity-Income 1,452 1.47% 1.06%
Growth & Income 3,780 2.75% 2.27%
Balanced 5,414 1.44% 2.07%
Investment Quality Bond 0 N/A N/A
U.S. Government 0 N/A N/A
Money Market 0 N/A N/A
</TABLE>
From November 1, 1995 to October 31, 1996, brokerage commissions were paid to
J.P. Morgan Securities as follows:
- ----------------------
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
11/1/95 to for the transactions
Portfolio 10/31/96 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Equity $3,108 0.57% 0.11%
Equity-Income $26,767 4.42% 0.89%
Growth & Income $3,804 2.70% 0.52%
Balanced $4,691 2.79% 0.20%
</TABLE>
From November 1, 1995 to October 31, 1996, brokerage commissions were paid to
Morgan Stanley as follows:
- --------------
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
11/1/95 to for the transactions
Portfolio 10/31/96 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
International Small Cap $1,689 3.55% 0.21%
Global Equity $91,029 16.77% 21.92%
Equity-Income $27,173 4.49% 1.02%
Growth & Income $34,889 3.46% 0.87%
Int. Growth & Income $1,514 0.87% 1.06%
Balanced $5,712 3.40% 2.17%
Growth Equity $625 0.96% 0.41%
Small/Mid Cap $0 0.00% 1.00%
</TABLE>
From January 1, 1996 to October 31, 1997, brokerage commissions were paid to
J.P.Morgan Securities as follows:
- ---------------------
34
<PAGE>
<TABLE>
<CAPTION>
% of
Portfolio's
Brokerage
Commissions % of aggregate
Represented $ amount of
1/1/96 to for the transactions
Portfolio 10/31/97 period for the period
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Equity 2,448 1.32% 1.73%
Equity-Income 1,698 1.72% 1.15%
Growth & Income 4,516 3.33% 2.95%
Balanced 2,294 .61% .59%
</TABLE>
DETERMINATION OF NET ASSET VALUE
The following supplements the discussion under the caption "GENERAL
INFORMATION -- Net Asset Value" set forth in the Prospectus. The assets
belonging to each class of shares of a Portfolio will, in each case, be invested
together in a single portfolio. The net asset value of each class will be
determined separately by subtracting the expenses and liabilities allocated to
that class from the assets belonging to that class.
The following provides further information concerning the Fund's use of the
amortized cost method of valuation for certain types of securities.
All instruments held by the Money Market Fund and money market instruments
with a remaining maturity of 60 days or less held by the other Portfolios will
be valued on an amortized cost basis. Under this method of valuation, the
instrument is initially valued at cost (or in the case of instruments initially
valued at market value, at the market value on the day before its remaining
maturity is such that it qualifies for amortized cost valuation); thereafter,
the Fund assumes a constant proportionate amortization in value until maturity
of any discount or premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price that would be
received upon sale of the instrument.
The Money Market Fund uses the amortized cost valuation method in reliance
upon Rule 2a-7 under the 1940 Act. As required by Rule 2a-7, the Money Market
Fund will maintain a dollar weighted average maturity of 90 days or less. In
addition, the Money Market Fund is permitted to purchase only securities that
the Trustees determine to present minimal credit risks and which are at the time
of purchase "eligible securities," as defined by Rule 2a-7. Generally, eligible
securities must be rated by a nationally recognized statistical rating
organization in one of the two highest rating categories for short-term debt
obligations or be of comparable quality. The Money Market Fund will invest only
in obligations that have remaining maturities of 397 days or less.
The Trustees have established procedures designed to stabilize, to the
extent reasonably possible, the Money Market Fund's price per share (for each
class) as computed for the purposes of sales and redemptions at $1.00. Such
procedures include a directive to the Adviser to establish procedures which will
allow for the monitoring of the propriety of the continued use of amortized cost
valuation to maintain a constant net asset value of $1.00 per share. Such
procedures also include a directive to the Adviser that requires that on
determining net asset value per share based upon available market quotations,
the Money Market Fund shall value weekly (a) all portfolio instruments for which
market quotations are readily available at market, and (b) all portfolio
instruments for which market quotations are not readily available or are not
obtainable from a pricing service, at their fair value as determined in good
faith by the Trustees, although the actual calculations may be made by persons
acting pursuant to the direction of the Trustees. If the fair value of a
security needs to be determined, the Subadviser will provide determinations, in
accordance with procedures and methods established by the Trustees of the Fund,
of the fair value of securities held by the Portfolios for which market
quotations are not readily available for purposes of enabling the Portfolio's
Custodian to calculate net asset value. The Adviser, with the Subadviser's
assistance, periodically (but no less frequently than annually) shall prepare a
written report to the Trustees verifying the accuracy of the pricing system or
estimate. A non-negotiable security which is not treated as an illiquid
security because it may be redeemed with the issuer, subject to a penalty for
early redemption, shall be assigned a value that takes into account the reduced
amount that would be received if it were currently liquidated. In the event
that the deviation from the amortized cost exceeds .50 of 1% or more or a
difference of $.005 per share in net asset value, the Adviser shall promptly
call a special meeting of the Trustees to determine what, if any, action should
be initiated. Where the Trustees believe the extent of any deviation from the
Fund's amortized cost price per share may result in material dilution or other
unfair results to investors or existing shareholders, it shall take such action
as it deems appropriate to eliminate or reduce to the extent reasonably
practical such
35
<PAGE>
dilution or unfair results. The actions that may be taken by the Board include,
but are not limited to: (a) redeeming shares in kind; (b) selling portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
the average portfolio maturity of the Portfolio; (c) withholding or reducing
dividends; (d) utilizing a net asset value per share based on available market
quotations; and (e)investing all cash in instruments with a maturity on the next
business day.
PERFORMANCE INFORMATION
As indicated in the Prospectus, the Fund may advertise its yield and/or total
return performance for all classes of shares of one or more of the Portfolios,
calculated in accordance with the rules of the Commission. Such performance
information may include time periods prior to the implementation of the Multiple
Pricing System on April 1, 1994, and will be calculated as described below. For
purposes of quoting and comparing the performance of the classes of the
Portfolios to that of other mutual funds and to stock or other relevant indices
in advertisements or in reports to shareholders, performance will be stated in
terms of total return and yield. Both "total return" and "yield" figures are
based on historical performance, show the performance of a hypothetical
investment and are not intended to indicate future performance.
Under the rules of the Commission, funds advertising performance must include
total return quotes, "T" below, calculated according to the following formula:
P(1 + T)/n/ = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the "n" year period (or fractional portion
thereof) at the end of such period.
The average annual total return will be calculated under the foregoing
formula and the time periods used in advertising will be based on rolling
calendar quarters, updated to the last day of the most recent quarter prior to
submission of the advertising for publication, and will cover one, five, and ten
year periods (if available) plus the time period since the effective date of the
Fund's registration statement. When the period since inception for a Portfolio
is less than one year, the total return quoted will be the aggregate return for
the period. In calculating the ending redeemable value, for Class A shares, the
current maximum front end sales charge of 4.75% (as a percentage of the offering
price) is deducted from the initial $1,000 payment, and for Class B shares, the
applicable CDSC imposed on a redemption of shares held for the period is
deducted. The schedule of CDSCs due upon redemption is described under
"PURCHASE OF SHARES -- Class B Shares" in the Prospectus. The formula also
assumes that all dividends and distributions have been reinvested at net asset
value as described in the Prospectus on the reinvestment dates during the
period. Total return, or "T" in the formula above, is computed by finding the
average annual compounded rates of return over the 1, 5 and 10 year periods (or
fractional portions thereof) that would equate the initial amount invested to
the ending redeemable value. Any sales charges that might in the future be made
applicable to reinvestments would be included as would any recurring account
charges that might be imposed by the Fund.
The Fund implemented the Multiple Pricing System by reclassifying the then
existing shares of each Portfolio as shares of a particular class of each such
Portfolio. This reclassification was effected in such a manner so that the
shares of each Portfolio outstanding at April 1, 1994 would be subject to
identical distribution and service fees both before and after the
reclassification. Specifically, all outstanding shares of the Strategic Income,
Investment Quality Bond, U.S. Government Securities, National Municipal Bond and
Money Market Funds were reclassified as Class A shares of each such Portfolio,
and all outstanding shares of the Global Equity, Equity-Income, Growth and
Income and Balanced Funds were reclassified as Class C shares of each such
Portfolio.
The figures shown in the table below are, for all classes, restated to
reflect front end sales charges and CDSCs currently payable by each class of
shares under the Multiple Pricing System (as described above), and (for all of
the tables presented below) are based on the distribution and service fees and
other expenses actually paid by each Portfolio for the periods presented, rather
than the distribution and service fees and other expenses currently payable by
each class of shares under the Multiple Pricing System, which in certain cases
are different. Until April 1, 1994, each Portfolio paid distribution and
service fees under the Prior Plan. Under the Prior Plan, (i) the Global Equity,
Equity-Income, Growth and Income and Balanced Funds paid the Distributor a
distribution fee at an annual rate of up to
36
<PAGE>
.75% of average daily net assets and a service fee of up to .25% of average
daily net assets; (ii) the Strategic Income, Investment Quality Bond and U.S.
Government Securities Funds paid the Distributor a distribution fee at an annual
rate of up to .10% of average daily net assets and a service fee of up to .25%
of average daily net assets; (iii) the National Municipal Bond Fund paid the
Distributor no distribution fee and a service fee at an annual rate of up to
.15% of average daily net assets; and (iv) the Money Market Fund did not pay any
fees. The distribution and service fees currently payable by each class of
shares under the Multiple Pricing System are described in "DISTRIBUTION PLANS"
in this Statement of Additional Information.
The following tables set forth the average annual total returns for each
class of shares of each Portfolio for certain periods of time ending October 31,
1997, restated to reflect the effects of the maximum front end sales charges and
any applicable CDSCs payable by an investor under the Multiple Pricing System:
<TABLE>
<CAPTION>
Class A shares
Through
10/31/97 One Year % Five Years % Since Inception % Inception Date
<S> <C> <C> <C> <C>
Small/Mid Cap 17.06 N/A 10.59 (03-04-96)*
International Small Cap (1.70) N/A 3.34 (03-04-96)*
Growth Equity 19.19 N/A 17.87 (03-04-96)*
Global Equity 20.11 12.35 9.45 (11-07-90)
Equity-Income 21.19 15.33 9.81 (08-28-89)
Growth & Income 25.68 16.67 15.01 (05-01-91)
International Growth and Income (1.37) N/A 4.86 (01-09-95)
Strategic Income 5.32 N/A 7.30 (11-01-93)
Balanced 11.45 11.31 8.65 (08-28-89)
Investment Quality Bond 3.41 5.57 7.09 (05-01-91)
U.S. Government Securities 2.45 5.22 6.90 (08-28-89)
National Municipal Bond 3.68 N/A 4.34 (07-06-93)
*Aggregate total return from March 4, 1996 (commencement of operations) to
October 31, 1997.
<CAPTION>
Class B shares
Through
10/31/97 One Year % Five Years % Since Inception % Inception Date
<S> <C> <C> <C> <C>
Small/Mid Cap 16.86 N/A 10.28 (03-04-96)*
International Small Cap (2.46) N/A 2.79 (03-04-96)*
Growth Equity 19.50 N/A 18.07 (03-04-96)*
Global Equity 20.63 12.79 9.92 (11-07-90)
Equity-Income 21.29 15.79 10.19 (08-28-89)
Growth & Income 26.40 17.23 15.57 (05-01-91)
International Growth and
Income (2.08) N/A 4.90 (01-09-95)
Strategic Income 4.86 N/A 7.37 (11-01-93)
Balanced 11.27 11.71 9.03 (08-28-89)
Investment Quality Bond 3.05 5.86 7.55 (05-01-91)
U.S. Government Securities 1.84 5.45 7.24 (08-28-89)
National Municipal Bond 2.94 N/A 4.40 (07-06-93)
</TABLE>
*Aggregate total return from March 4, 1996 (commencement of operations) to
October 31, 1997.
37
<PAGE>
<TABLE>
<CAPTION>
Class C shares
Through
10/31/97 One Year Five Years Since Inception Inception Date
<S> <C> <C> <C> <C>
Small/Mid Cap 20.92 N/A 13.17 (03-04-96)*
International Small Cap 1.54 N/A 5.72 (03-04-96)*
Growth Equity 23.50 N/A 20.75 (03-04-96)*
Global Equity 25.54 13.03 9.91 (11-07-90)
Equity-Income 25.33 16.01 10.19 (08-28-89)
Growth & Income 30.37 17.38 15.53 (05-01-91)
International Growth and Income 1.91 N/A 6.20 (01-09-95)
Strategic Income 8.86 N/A 7.96 (11-01-93)
Balanced 15.21 11.95 9.03 (08-28-89)
Investment Quality Bond 7.05 6.18 7.55 (05-01-91)
U.S. Government Securities 5.84 5.77 7.24 (08-28-89)
National Municipal Bond 6.94 N/A 4.80 (07-06-93)
</TABLE>
*Aggregate total return from March 4, 1996 (commencement of operations) to
October 31, 1997.
As described in the Prospectus under the caption "FEE TABLE AND EXAMPLE,"
the Portfolios have been and still are subject to certain fee reimbursements.
Absent such reimbursement, the returns shown above would be lower.
The performance data quoted represents past performance; investment returns
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost. On
July 10, 1992, the former Aggressive, Moderate and Conservative Asset Allocation
Trusts were reorganized into the Balanced Fund. The Balanced Fund's investment
objectives, policies and restrictions are identical to the old Moderate Asset
Allocation Trust. The performance figures shown above for the Balanced Fund
therefore are based on the past performance of the former Moderate Asset
Allocation Trust for the period prior to July 10, 1992.
A Portfolio's yield is a way of showing the rate of income the Portfolio
earns on its investments as a percentage of the Portfolio's share price. Under
the rules of the Commission, yield must be calculated according to the following
formula:
a-b 6
YIELD = 2[(--- + 1) - 1]
cd
Where:
a = dividends and interest earned during the period.
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.
38
<PAGE>
Yields for the classes of the Portfolios of the Fund used in advertising are
computed by dividing the class of the Portfolio's interest and dividend income
for a given 30 day period, net of expenses, by the average number of shares
entitled to receive distributions during the period, dividing this figure by the
offering price (including the applicable front end sales charge or CDSC) at the
end of the period and annualizing the result (assuming compounding of income) in
order to arrive at an annual percentage rate. Income is calculated for purposes
of yield quotations in accordance with standardized methods applicable to all
stock and bond mutual funds. Dividends from equity investments are treated as
if they were accrued on a daily basis, solely for the purposes of yield
calculations. In general, interest income is reduced with respect to bonds
trading at a premium over their par value by subtracting a portion of the
premium from income on a daily basis, and is increased with respect to bonds
trading at a discount by adding a portion of the discount to daily income.
Capital gains and losses generally are excluded from the calculation. Income
calculated for the purposes of calculating the Portfolio's yield differs from
income as determined for other accounting purposes. Because of the different
accounting methods used, and because of the compounding assumed in yield
calculations, the yield quoted for a class of a Portfolio may differ from the
rate of distributions paid over the same period or the rate of income reported
in the Fund's financial statements. The yields for Classes A, B and C of the
Investment Quality Bond Fund for the thirty day period ended October 31, 1997
were 5.58%, 5.20% and 5.20%, respectively. The yields for Classes A, B and C of
the U.S. Government Securities Fund for the thirty day period ended October 31,
1997 were 4.65%, 4.23% and 4.23%, respectively. The yields for Classes A, B and
C of the Strategic Income Fund for the thirty day period ended October 31, 1997
were 6.54%, 6.20% and 6.20%, respectively.
Yield quotations for the Investment Quality Bond and U.S. Government
Securities and Strategic Income Funds will reflect the fact that such Portfolios
will have paid no advisory fees during certain periods of their operations.
Therefore, the yield for those Portfolios encompassing the periods during which
no advisory fees were paid will be higher than the yields the Portfolios would
have realized had the suspension of advisory fees not been in effect.
The yields for Classes A, B and C of the National Municipal Bond Fund for
the thirty day period ended October 31, 1997 were 4.17%, 3.53% and 3.53%,
respectively. With respect to the National Municipal Bond Fund, tax-equivalent
yields are computed by dividing that portion of yield that is tax-exempt by one,
minus a stated income tax rate and adding the quotient to that portion, if any,
of the yield that is not tax-exempt.
---
Yields for the Money Market Fund will be computed on the basis of seven-day
periods, and such quotations will be in lieu of total return quotations for the
one, five and ten year periods described above. Yields will be computed by
dividing the net change, exclusive of capital changes, in the value of a
hypothetical account having a balance of one share at the beginning of the
seven-day period by the value of the account at the beginning of the period and
multiplying the return so determined ("base period return") by 365/7. Effective
yields will be computed by compounding the base period return in accordance with
the following formula:
Effective yield = [(Base period return +1)365/7] - 1
For the seven-day period ended October 31, 1997, yields for Classes A, B
and C of the Money Market Fund were 5.15%, 5.15% and 5.15%, respectively. For
the seven-day period ended October 31, 1996, the effective yields for Classes A,
B and C of the Money Market Fund were 4.94%, 4.94% and 4.94%, respectively.
Yield and total return are calculated separately for each class of shares
of a Portfolio. As discussed above, these calculations adjust for the different
front end sales charges and CDSCs currently payable with respect to each class,
and are based on distribution and service fees and other expenses actually paid
by each Portfolio for the periods presented.
The Fund may also from time to time include in advertising a total
aggregate return figure or an average annual total return figure that is not
calculated according to the formula set forth above in order to compare
performance more accurately with other measures of investment return. Each
class of a Portfolio may quote an aggregate total return figure in comparing
total return with data published by Lipper Analytical Services, Inc. or with the
performance of various indices including, but not limited to, the Dow Jones
Industrial Average, the Standard & Poor's 500 Stock Index, the Value Line
Composite Index, the Lehman Brothers Bond, Government Corporate, Corporate and
Aggregate Indices, Merrill Lynch Government & Agency Index, Merrill Lynch
Intermediate Agency Index, Morgan Stanley Capital International Europe,
Australia, Far East Index or the Morgan Stanley Capital International World
Index. For such purposes, aggregate total return is calculated for the
specified periods of time by assuming the investment of $1,000 in shares of a
class of a Portfolio and assuming the reinvestment of each dividend or other
distribution at net asset value on the reinvestment date.
39
<PAGE>
Percentage increases are determined by subtracting the initial value of the
investment from the ending value and by dividing the remainder by the beginning
value. The Fund does not, for these purposes, deduct from the initial value
invested any amount representing front end sales charges or CDSCs applicable to
a class. To calculate its average annual total return, the aggregate return is
then annualized according to the Commission's formula for total return quotes,
outlined above. When the period since inception is less than one year, the total
return quoted will be the aggregate return for the period. The Fund will,
however, disclose the maximum front end sales charge or CDSC applicable to each
class and will also disclose that the performance data does not reflect sales
charges and that the inclusion of sales charges would reduce the performance
quoted. Such alternative total return information will be given no greater
prominence in such advertising than the information prescribed under Commission
rules and all advertisements containing performance data will include a legend
disclosing that such performance data represent past performance and that the
investment return and principal value of an investment will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original
cost. The Fund may also advertise the performance rankings assigned certain
Portfolios (or classes thereof) or their investment subadvisers by various
publications and statistical services, including but not limited to SEI, Lipper
Analytical Services, Inc.'s Mutual Fund Performance Analysis, Intersec Research
Survey of Non-U.S. Equity Fund Returns, Frank Russell International Universe,
and any other data which may be presented from time to time by such analysis as
Dow Jones, Morningstar, Chase Investment Performance, Wilson Associates,
Stanger, CDA Investment Technology, the Consumer Price Index ("CPI"), The Bank
Rate Monitor National Index, IBC/Donaghue's Average/U.S. Government and Agency,
or as they appear in various publications including but not limited to The Wall
Street Journal, Forbes, Barrons, Fortune, Money Magazine, The New York Times,
Financial World and Financial Services Week.
Calculated in the manner set forth immediately above, the average annual
total returns for each class of shares of each Portfolio for the one and five
year periods ended October 31, 1997 and since inception to October 31, 1997 are
as follows:
<TABLE>
<CAPTION>
Class A Shares
Through
10/31/97 One Year % Five Years % Since Inception % Inception Date
<S> <C> <C> <C> <C>
Small/Mid Cap 22.90 N/A 13.88 (03-04-96)
International Small Cap 3.20 N/A 6.42 (03-04-96)
Growth Equity 25.13 N/A 21.38 (03-04-96)
Global Equity 26.10 13.44 10.20 (11-07-90)
Equity-Income 27.24 16.45 10.45 (08-28-89)
Growth & Income 31.95 17.80 15.86 (05-01-91)
International Growth and Income 3.55 N/A 6.68 (01-09-95)
Strategic Income 10.57 N/A 8.60 (11-01-93)
Balanced 17.01 12.39 9.29 (08-28-89)
Investment Quality Bond 8.57 6.60 7.89 (05-01-91)
U.S. Government Securities 7.56 6.25 7.53 (08-28-89)
National Municipal Bond 8.85 N/A 5.51 (07-06-93)
<CAPTION>
Class B shares
Through
10/31/97 One Year % Five Years % Since Inception % Inception Date
<S> <C> <C> <C> <C>
Small/Mid Cap 21.86 N/A 13.08 (03-04-96)
International Small Cap 2.54 N/A 5.72 (03-04-96)
Growth Equity 24.50 N/A 20.75 (03-04-96)
Global Equity 25.63 13.03 9.92 (11-07-90)
Equity-Income 26.29 16.00 10.19 (08-28-89)
Growth & Income 31.40 17.43 15.57 (05-01-91)
International Growth and Income 2.92 N/A 6.19 (01-09-95)
Strategic Income 9.86 N/A 7.97 (11-01-93)
</TABLE>
40
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Balanced 16.27 11.95 9.03 (08-28-89)
Investment Quality Bond 8.05 6.17 7.55 (05-01-91)
U.S. Government Securities 6.84 5.77 7.24 (08-28-89)
National Municipal Bond 7.94 N/A 4.80 (07-06-93)
<CAPTION>
Class C shares
Through
10/31/97 One Year % Five Years % Since Inception % Inception Date
<S> <C> <C> <C> <C>
Small/Mid Cap 21.92 N/A 13.17 (03-04-96)*
International Small Cap 2.54 N/A 5.72 (03-04-96)*
Growth Equity 24.50 N/A 20.75 (03-04-96)*
Global Equity 25.54 13.02 9.91 (11-07-90)
Equity-Income 26.33 16.00 10.19 (08-28-89)
Growth & Income 31.37 17.37 15.53 (05-01-91)
International Growth and Income 2.91 N/A 6.20 (01-09-95)
Strategic Income 9.86 N/A 7.99 (11-01-93)
Balanced 16.21 11.94 9.03 (08-28-89)
Investment Quality Bond 8.05 6.17 7.55 (05-01-91)
U.S. Government Securities 6.84 5.77 7.24 (08-28-89)
National Municipal Bond 7.94 N/A 4.80 (07-06-93)
</TABLE>
As described in the Prospectus under the caption "FEE TABLE AND EXAMPLE,"
the Portfolios have been and still are subject to certain fee reimbursements.
Absent such reimbursement, the returns shown above would be lower.
The Fund may also from time to time include in advertising and sales
literature the following: 1) information regarding its portfolio subadvisers,
such as information regarding a subadviser's specific investment expertise,
client base, assets under management or other relevant information; 2)
quotations about the Fund, its portfolios or its investment subadvisers that
appear in various publications and media; and 3) general discussions of economic
theories, including but not limited to discussions of how demographics and
political trends may effect future financial markets, as well as market or other
relevant information. The Fund will include performance data for each class of
shares of a Portfolio in any advertisement or information including performance
data of such Portfolio.
TAXES
The following information supplements the disclosure contained in the
Prospectus under the heading "Taxes." No attempt is made to present a detailed
explanation of all federal, state, local and foreign tax concerns, and the
discussion set forth here and in the Prospectus do not constitute tax advice.
Investors are urged to consult their own tax advisers with specific questions
relating to federal, state, local and foreign taxes.
Each Portfolio intends to qualify as a regulated investment company (a
"RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code") and to continue to so qualify. Qualification as a RIC requires, among
other things, that each Portfolio: (a) derive at least 90% of its gross income
in each taxable year from dividends, interest, payments with respect to
securities loans and gains from the sale or other disposition of stock,
securities or foreign currencies, or other income (including gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stocks or securities (b) diversify its holdings so that, at the end of
each quarter of each taxable year, (i) at least 50% of the total value of a
Portfolio's assets is represented by cash, cash items, U.S. government
securities, securities of other regulated investment companies and other
securities with such other securities limited, in respect of any issuer, to an
amount not greater than 5% of the total value of a Portfolio's assets and 10% of
the outstanding voting
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securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities (other than U.S. government securities or the
securities of other regulated investment companies) of any one issuer. In
addition, until the start of a Portfolio's first tax year beginning after August
5, 1997, the Portfolio must derive less than 30% of its gross income from the
sale or other disposition of certain assets (including stock or securities and
certain options, futures contracts, forward contracts and foreign currencies)
held for less than three months in order to qualify as a regulated investment
company.
As a RIC, a Portfolio will not be subject to federal income tax on its net
investment income (i.e., its investment company taxable income, as that term is
defined in the Code, determined without regard to the deduction for dividends
paid) and "net capital gains" (the excess of a Portfolio's net long-term capital
gains over net short-term capital Losses), if any, that it distributes in each
taxable year to its shareholders, provided that it distributes with respect to
each taxable year at least 90% of the sum of its net investment income, its net
tax-exempt income and the excess, if any, of net short term capital gains over
net long-term capital losses for such year. Each Portfolio expects to designate
amounts retained as undistributed net capital gains in a notice to its
shareholders who (i) will be required to include in income for United States
federal income tax purposes, as long-term capital gains, their proportionate
shares of the undistributed amount, (ii) will be entitled to credit their
proportionate shares of the 35% tax paid by a Portfolio on the undistributed
amount against their federal income tax liabilities and to claim refunds to the
extent such credits exceed their liabilities and (iii) will be entitled to
increase their tax basis, for federal income tax purposes, in their shares by an
amount equal to 65% of the amount of undistributed net capital gains included in
the shareholder's income.
A Portfolio will be subject to a nondeductible 4% excise tax on the amount
by which the aggregate income it distributes in any calendar year is less than
the sum of: (a) 98% of a Portfolio's ordinary income for such calendar year;
(b) 98% of its capital gain net income (the excess of capital gains over capital
losses, both long- and short-term) for the one-year period ending on October 31
of each year; and (c) 100% of the undistributed ordinary income and gains from
prior years. For this purpose, any income or gains retained by a Portfolio
subject to corporate income tax will be considered to have been distributed by
year-end. Each Portfolio expects to distribute substantially all of its net
income and gain, and, assuming that it does so, it will not be subject to this
excise tax.
Pay-in-kind Bonds, Zero Coupon Bonds and Discount Obligations. Certain
Portfolios may make investments that produce income that is not matched by a
corresponding cash distribution to the Portfolio, such as investments in pay-in-
kind bonds or in discount obligations such as zero coupon securities, certain
sovereign debt securities and stripped mortgage securities having original issue
discount or market discount (if a Portfolio elects to accrue the market discount
on a current basis with respect to such instruments). Such income would be
treated as income earned by the Portfolio and therefore would be subject to the
distribution requirements of the Code. Because such income may not be matched by
a corresponding cash distribution to the Portfolio, the Portfolio may be
required to borrow money or dispose of other securities to be able to make
distributions to its investors. For example, pursuant to a provision of the
Code governing the treatment of securities such as the stripped mortgage
securities described in this Statement of Additional Information, a principal-
only ("PO") class will be treated as having been issued with original issue
discount and, consequently, will result in income to the Portfolio without a
corresponding distribution of cash to the Portfolio. A portion of the amount
received on a PO class will constitute a return of the Portfolio's investment
and as such will not be income.
Special Rules for Certain Foreign Currency Transactions.
Investments in Passive Foreign Investment Companies. Investment by a
Portfolio in certain "passive foreign investment companies" could subject the
Portfolio to a U.S. federal income tax (including interest charges) on
distributions received from the company or on proceeds received from the
disposition of shares in the company, which tax cannot be eliminated by making
distributions to Portfolio shareholders. However, the Portfolio may elect to
treat a passive foreign investment company as a "qualified electing fund," in
which case the Portfolio will be required to include its share of the company's
income and net capital gain annually, regardless of whether it receives any
distribution from the company. The Portfolio also may make an election to mark
the gains (and to a limited extent losses) in such holdings "to the market" as
though it had sold and repurchased its holdings in those PFICs on the last day
of the Portfolio's taxable year. Such gains and losses are treated as ordinary
income and loss. The qualified electing fund and mark-to-market elections may
have the effect of accelerating the recognition of income (without the receipt
of cash) and increase the amount required to be distributed for the Portfolio to
avoid taxation. Making either of these elections therefore may require a
Portfolio to liquidate other investments (including when it is not advantageous
to do so) to meet its distribution requirement, which also may accelerate the
recognition of gain and affect a Portfolio's total return.
Foreign Withholding Taxes. Certain dividends and interest received by a
Portfolio may be subject to foreign withholding taxes. If more than 50% in value
of a Portfolio's total assets at the close of any taxable year consists of
stocks or securities of foreign corporations, the Portfolio may elect to treat
any foreign income taxes paid by it as paid by its shareholders. If eligible,
the Portfolio(s) intend to make this election. If a Portfolio makes this
election, its shareholders will be required to include in income their
respective pro rata portions of foreign income taxes paid by the Portfolio(s)
and, if they itemize their deductions, will be entitled to deduct such
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<PAGE>
respective pro rata portions in computing their taxable income or,
alternatively, to claim foreign tax credits (subject to the limitations
discussed below). A shareholder's ability to claim a foreign tax credit or
deduction in respect of eligible foreign taxes paid by a Portfolio may be
subject to certain limitations imposed by the Code, as a result of which a
shareholder may not get a full credit or deduction for the amount of such taxes
(including a holding period requirement). Each year that a Portfolio makes this
election, it will report to its shareholders the amount per share of foreign
income taxes it has elected to have treated as paid by its shareholders.
State and Local Income Taxes. Depending on the residence of the
shareholder for tax purposes, distributions may also be subject to state and
local taxes or withholding taxes. Most states provide that a RIC may pass
through (without restriction) to its shareholders state and local income tax
exemptions available to direct owners of certain types of U.S. government
securities. Thus, for residents of these states, distributions derived from a
Portfolio's investment in certain types of U.S. government securities should be
free from state and local income taxes to the extent that the interest income
from such investments would have been exempt from state and local taxes if such
securities had been held directly by the respective shareholders themselves.
Certain states, however, do not allow a RIC to pass through to its shareholders
the state and local income tax exemptions available to direct owners of certain
types of U.S. government securities unless the RIC holds at least a required
amount of U.S. government securities. Accordingly, for residents of these
states, distributions derived from a Portfolio's investment in certain types of
U.S. government securities may not be entitled to the exemptions from state and
local income taxes that would be available if the shareholders had purchased
U.S. government securities directly. Shareholders' dividends attributable to a
Portfolio's income from repurchase agreements generally are subject to state and
local income taxes, although states and regulations vary in their treatment of
such income. The exemption from state and local income taxes does not preclude
states from asserting other taxes on the ownership of U.S. government
securities. To the extent that a Portfolio invests to a substantial degree in
U.S. government securities which are subject to favorable state and local tax
treatment, shareholders of such Portfolio will be notified as to the extent to
which distributions from the Portfolio are attributable to interest on such
securities.
National Municipal Bond Fund
The National Municipal Bond Fund intends to qualify to pay "exempt-interest
dividends," as that term is defined in the Code, by holding at the end of each
quarter of its taxable year at least 50% of the value of its total assets in the
form of municipal obligations described in section 103(a) of the Code. Because
the National Municipal Bond Fund will primarily invest in municipal obligations,
dividends from the Portfolio will generally be exempt from regular federal
income tax in the hands of shareholders subject to the possible application of
the alternative minimum tax. Further, gain from a sale of redemption of shares
of the National Municipal Bond Fund will be taxable to shareholders as capital
gain even though the increase in value of such shares is attributable to tax-
exempt income. Thus, it will normally be advantageous for the National
Municipal Bond Fund to declare exempt-interest dividends frequently.
Federal tax law imposes an alternative minimum tax with respect to both
corporations and individuals based on certain items of tax preference. Interest
on certain municipal obligations, such as bonds issued to make loans for housing
purposes or to private entities (but not to certain tax-exempt organizations
such as universities and non-profit hospitals) is included as an item of tax
preference in determining the amount of a taxpayer's alternative minimum taxable
income. To the extent that the Portfolio receives income from municipal
obligations treated as a tax preference item for purposes of the alternative
minimum tax, a portion of the dividends paid by it, although otherwise exempt
from federal income tax, will be taxable to shareholders to the extent that
their tax liability will be determined under the alternative minimum tax. The
Portfolio will annually supply shareholders with a report indicating the
percentage of portfolio income attributable to municipal obligations subject to
the alternative minimum tax. Additionally, taxpayers must disclose to the
Internal Revenue Service on their tax returns the entire amount of tax-exempt
interest (including exempt-interest dividends on shares of the Portfolio)
received or accrued during the year.
In addition, for corporations, the alternative minimum taxable income is
increased by a percentage of the amount by which an alternative measure of
income ("adjusted current earnings", referred to as "ACE") exceeds the amount
otherwise determined to be the alternative minimum taxable income. Interest on
all municipal obligations, and therefore all exempt-interest dividends paid by
the Portfolio, is included in calculating ACE. Taxpayers that may be subject to
the alternative minimum tax should consult their tax advisers before investing
in the Portfolio.
Under the Omnibus Budget Reconciliation Act of 1993, all or a portion of
the National Municipal Bond Fund's gain from the sale or redemption of tax-
exempt obligations acquired after April 30, 1993 attributable to market discount
will be treated as ordinary income rather than capital gain. This rule may
increase the amount of ordinary income dividends received by shareholders.
Shares of the Portfolio would not be a suitable investment for tax-exempt
institutions and may not be a suitable investment for retirement plans qualified
under Section 401 of the Code, H.R. 10 plans and individual retirement accounts,
because such plans and
43
<PAGE>
accounts are generally tax-exempt and, therefore, would not gain any additional
benefit from the receipt of exempt-interest dividends from the Portfolio.
Moreover, subsequent distributions of such dividends to the beneficiaries will
be taxable.
In addition, the Portfolio may not be an appropriate investment for
entities that are "substantial users" of facilities financed by private activity
bonds or "related persons" thereof. A "substantial user" is defined under
United States Treasury Regulations to include a non-exempt person who regularly
uses a part of such facilities in his trade or business and, unless such
facility, or part thereof, is constructed, reconstructed or acquired
specifically for the non-exempt person, whose gross revenue derived with respect
to the facilities financed by the issuance of bonds is more than 5% of the total
revenue derived by all users of such facilities. "Related persons" include
certain related natural persons, affiliated corporations, partnerships and their
partners and S Corporations and their shareholders. The foregoing is not a
complete statement of all of the provisions of the Code covering the definitions
of "substantial user" and "related person". For additional information,
investors should consult their tax advisers before investing in the Portfolio.
In addition, the receipt of exempt-interest dividends from each of the
Portfolios affect the federal tax liability of certain foreign corporations, S
corporations and insurance companies. The Code may also require shareholders
that receive exempt-interest dividends to treat as taxable income a portion of
certain otherwise nontaxable social security and railroad retirement benefit
payments.
SHAREHOLDER SERVICES
Systematic Withdrawal Plan. You may establish a plan for redemptions to be
made automatically at monthly, quarterly, semiannual or annual intervals with
payments sent directly to you or to persons designated by you as recipients of
the withdrawals (the "Withdrawal Plan"). Requests for this service not made on
the initial application require signature guarantees unless the payments are to
be made to you and mailed to the address of record on your account. You are
required to have a minimum account value of $10,000 per Portfolio in order to
establish this plan. The Withdrawal Plan provides for monthly or other periodic
checks in any amount not less than $50. Maintenance of a Withdrawal Plan
concurrently with purchases of additional shares may be disadvantageous to you
because of the front end sales charge on certain purchases and the CDSC on
certain redemptions.
The Fund acts as agent for the shareholder in redeeming sufficient full and
fractional shares to provide the amount of the periodic withdrawal payment. The
Withdrawal Plan may be terminated at any time, and, while no fee is currently
charged (although a CDSC may be applicable to certain redemptions that exceed
12% annually of the value of the account), the Fund reserves the right to
initiate a fee of up to $5 per withdrawal upon 30 days' written notice to the
shareholder.
Withdrawal payments should not be considered as dividends, yield, or
income. If periodic withdrawals continuously exceed reinvested dividends and
capital gains distributions, the shareholder's original investment will be
correspondingly reduced and ultimately exhausted.
Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss realized must be recognized for federal income tax purposes.
Withdrawals which are made concurrently with purchases of additional shares are
generally inadvisable because of the front end sales charges and CDSCs which may
be applicable to the purchase of additional shares or to redemptions.
Automatic Investment Plan. A shareholder who wishes to make additional
investments in the Fund on a regular basis may do so by authorizing the Fund on
the Shareholder Application to deduct a fixed amount (not less than $50) each
month from the shareholder's checking account at his or her bank. This amount
will automatically be invested on the same day that the pre-authorized check is
issued. The shareholder will receive a confirmation from the Fund, and the
checking account statement will show the amount charged.
Tax Deferred Retirement Plans. Retirement plans are either available or
expected to be available for use by Individual Retirement Accounts ("IRAs"),
plans under Section 403(b)(7) of the Code, and other retirement plans. Adoption
of such plans should be on advice of legal counsel or a tax adviser. With the
exception of the National Municipal Bond Fund, the Portfolio may be available
for purchase through retirement plans or other programs offering deferral of or
exemption from income taxes, which may produce superior after-tax returns over
time. For example, a $1,000 investment earning a taxable return of 10% annually
would have an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent tax-deferred
investment would have an after-tax value of $2,099.86 after ten years, assuming
tax was deducted at a 31% rate from the deferred earnings at the end of the ten
year period.
For further information regarding plan administration, custodial fees and
other details, investors should contact their broker or Wood Logan or call the
shareholder inquiry number for the Fund.
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GENERAL
Adviser's Rationale for Multi-Manager Fund
Every investment adviser has different strengths and weaknesses. Finding
the right investment adviser is an important part of choosing the right family
of mutual funds. That is why the Fund has selected thirteen companies that are,
in the opinion of the Adviser, among the world's most distinguished asset
management firms. Each of these firms has been recognized as among the finest
in the world for their particular investment style or area of investment
expertise. The Adviser believes that together the Portfolios offer investors a
unique opportunity to benefit from some of the industry's finest investment
professionals.
It is well recognized that one of the basic principles of managing money is
diversification. The Fund is designed, in the opinion of the Adviser, to make
it easy for investors to create a sound and diversified investment program that
can help them meet their current and future investment needs. The Fund is
specifically designed to enable investors to allocate their assets effectively
across a spectrum of investment Portfolios representing particular investment
styles or asset classes. As conditions change, investors in the Fund can easily
adjust the allocation of their assets among the Fund's investment Portfolios.
Tax-Sensitive Equity Fund. Standish, Ayer & Wood, Inc. manages the Tax-
Sensitive Equity Fund to maximize after-tax total return with emphasis on long-
term growth of capital, primarily through investment in equity securities of
companies that appear to be undervalued.
The Tax-Sensitive Equity Fund is designed for investors in the upper
federal income tax brackets who seek the highest long-term after-tax total
return. Taxable dividends from any source, other than long-term capital gains,
distributed to individuals by mutual funds are currently taxed at federal income
tax rates of up to 39.6%, and the effective tax rate may be higher due to
limitations at higher income levels on allowable deductions and exemptions.
Long-term capital gains distributed to corporations by mutual funds are
currently taxed at federal income tax rates of up to 28%. Taxable dividends
from any source, including long-term capital gains, distributed to corporations
by mutual funds are currently taxed at federal income tax rates of up to 35%.
Additionally, state taxes on mutual fund distributions reduce after-tax returns.
The Tax-Sensitive Equity Fund seeks to minimize, to the extent practicable,
taxable dividend income by emphasizing securities with low dividend yields and
minimizing investments in income producing obligations. The Tax-Sensitive
Equity Fund also intends to be substantially fully invested in equity
investments. Under normal circumstances at least 80% of the Tax-Sensitive
Equity Fund's total assets will be invested in equity and equity-related
securities, such as common stocks and preferred stocks. The Tax-Sensitive
Equity Fund may invest in equity securities of foreign issuers that are listed
on a U.S. securities exchange or traded in the U.S. over-the-counter market, but
will not invest more than 10% of its total assets in such securities that are
not so listed or traded.
When selling portfolio securities, the Tax-Sensitive Equity Fund will
generally select the highest cost shares of the specific security (and/or, if
gains will be realized, shares that will produce long-term capital gains) in
order to reduce, to the extent practicable, the realization of capital gains,
particularly short-term capital gains. Additionally, the Tax-Sensitive Equity
Fund may, in furtherance of its investment objective, sell portfolio securities
in order to realize capital losses. Realized capital losses can be used to
offset realized capital gains, thus reducing the amount of capital gains the
Tax-Sensitive Equity Fund will distribute.
The Tax-Sensitive Equity Fund intends to have relatively low annual
portfolio turnover rates under normal circumstances. For taxpayers in the
highest tax brackets, ordinary income is taxed at a higher tax rate than capital
gains on securities held for more than eighteen months ("long-term capital
gains"). Ordinary income includes dividends from the Tax-Sensitive Equity
Fund's net investment income and net short-term capital gains. Net long-term
capital gains realized and distributed by the Tax-Sensitive Equity Fund are
treated by shareholders as long-term capital gains for federal income tax
purposes. Therefore, the Tax-Sensitive Equity Fund intends, when practicable
and prudent, to hold appreciated portfolio securities for more than eighteen
months in order to reduce the realization and, therefore, the distribution to
shareholders of short-term capital gains which are taxable to them as ordinary
income.
Emerging Growth Fund. The investment objective of the Emerging Growth Fund
is maximum capital appreciation. Warburg manages the Emerging Growth Fund and
will pursue this objective by investing primarily in a portfolio of equity
securities of domestic companies.
The Emerging Growth Fund ordinarily will invest at least 65% of its total
assets in common stocks or warrants of emerging growth companies that represent
attractive opportunities for maximum capital appreciation. Emerging growth
companies are small or
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<PAGE>
medium-sized companies that have passed their start-up phase and that show
positive earnings and prospects of achieving significant profit and gain in a
relatively short period of time.
The Emerging Growth Fund is classified as a non-diversified investment
company under the 1940 Act, which means that the Emerging Growth Fund is not
limited by the 1940 Act in the proportion of its assets that it may invest in
the obligations of a single issuer. As a non-diversified investment company, the
portfolio may invest a greater proportion of its assets in the obligations of a
small number of issuers and, as a result, may be subject to greater risk with
respect to portfolio securities. To the extent that the Emerging Growth Fund
assumes large positions in the securities of a small number of issuers, its
return may fluctuate to a greater extent than that of a diversified company as a
result of changes in the financial condition or in the market's assessment of
the issuers.
Although under current market conditions the Emerging Growth Fund expects
to invest in companies having stock market capitalizations of up to
approximately $500 million, the portfolio may invest in emerging growth
companies without regard to their market capitalization. Emerging growth
companies generally stand to benefit from new products or services,
technological developments or changes in management and other factors and
include smaller companies experiencing unusual developments affecting their
market value. These "special situation companies" include companies that are
involved in the following: an acquisition or consolidation; a reorganization; a
recapitalization; a merger, liquidation, or distribution of cash, securities or
other assets; a tender or exchange offer; a breakup or workout of a holding
company; litigation which, if resolved favorably, would improve the value of the
company's stock; or a change in corporate control.
Investing in securities of emerging growth and small-sized companies may
involve greater risks since these securities may have limited marketability and,
thus, may be more volatile. Because small and medium-sized companies normally
have fewer shares outstanding than larger companies, it may be more difficult
for the Emerging Growth Fund to buy or sell significant amounts of such shares
without an unfavorable impact on prevailing prices. In addition, small- and
medium-sized companies are typically subject to a greater degree of changes in
earnings and business prospects than are larger, more established companies.
There is typically less publicly available information concerning small- and
medium-sized companies than for larger, more established ones. Securities of
issuer in "special situations" also ma be more volatile, since the market value
of these securities may decline in value if the anticipated benefits do not
materialize. Although investing in securities of emerging growth companies or
"special situations" offers potential for above-average returns if the companies
are successful, the risk exists that the companies will no succeed and the
prices of the companies' shares could significantly decline in value, Therefore
an investment in the portfolio may involve a greater degree of risk than an
investment in other mutual funds that seek capital appreciation by investing in
better-known, larger companies.
International Small Cap Fund. The investment objective of the
International Small Cap Fund is to seek long-term capital appreciation.
Founders manages the International Small Cap Fund and will pursue this objective
by investing primarily in securities issued by foreign companies which have
total market capitalizations (present market value per share multiplied by the
total number of shares outstanding) or annual revenues of $1 billion or less.
These securities may represent companies in both established and emerging
economies throughout the world.
At least 65% of the Portfolio's total assets will normally be invested in
foreign securities representing a minimum of three countries (other than the
United States). The Portfolio may invest in larger foreign companies or in U.S.
based companies if, in Founders' opinion, they represent better prospects for
capital appreciation.
The International Small Cap Fund may invest a significant portion of its
assets in the securities of small companies. Small companies are those which
are still in the developing stages of their life cycles and are attempting to
achieve rapid growth in both sales and earnings. Investments in small companies
involve greater risk than is customarily associated with more established
companies. These companies often have sales and earnings growth rates which
exceed those of large companies. Such growth rates may be reflected in more
rapid share price appreciation. However, smaller companies often have limited
operating histories, product lines, markets or financial resources, and they may
be dependent upon one-person management. These companies may be subject to
intense competition from larger entities, and the securities of such companies
may have limited marketability and may be subject to more abrupt or erratic
movements in price than securities of larger companies or the market averages in
general. Therefore, the net asset value of the International Small Cap Fund may
fluctuate more widely than the popular market averages. Accordingly, an
investment in the Portfolio may not be appropriate for all investors.
The International Small Cap Fund will invest primarily in equity securities
but may also invest in convertible securities, preferred stocks, bonds,
debentures and other corporate obligations when Founders believes that these
investments offer opportunities for capital appreciation. Current income will
not be a substantial factor in the selection of these securities.
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Small/Mid Cap Fund. The investment objective of the Small/Mid Cap Fund is
to seek long term capital appreciation. Alger manages the Small/Mid Cap Fund
and will pursue this objective by investing at least 65% of the Portfolio's
total assets (except during temporary defensive periods) in small/mid cap equity
securities. As used in this Prospectus small/mid cap equity securities are
equity securities of companies that, at the time of purchase, have "total market
capitalization" -- present market value per share multiplied by the total number
of shares outstanding -- between $500 million and $5 billion. The Portfolio may
invest up to 35% of its total assets in equity securities of companies that, at
the time of purchase, have total market capitalization of $5 billion or greater
and in excess of that amount (up to 100% of its assets ) during temporary
defensive periods.
The Small/Mid Cap Fund seeks to achieve its investment objective by
investing in equity securities, such as common or preferred stocks, or
securities convertible into or exchangeable for equity securities, including
warrants and rights. The Portfolio will invest primarily in companies whose
securities are traded on domestic stock exchanges or in the over-the-counter
market.
The Small/Mid Cap Fund may invest a significant portion of its assets in
the securities of small companies. Small companies are those which are still in
the developing stages of their life cycles and will attempt to achieve rapid
growth in both sales and earnings. Investments in small companies involve
greater risk than is customarily associated with more established companies.
These companies often have sales and earnings growth rates which exceed those of
large companies. Such growth rates may be reflected in more rapid share price
appreciation. However, smaller companies often have limited operating
histories, product lines, markets or financial resources, and they may be
dependent upon the management of only a few people. These companies may be
subject to intense competition from larger entities, and the securities of such
companies may have limited marketability and may be subject to more abrupt or
erratic movements in price than securities of larger companies or the market
averages in general. Therefore, the net asset values of the Small/Mid Cap Fund
may fluctuate more widely than the popular market averages. Accordingly, an
investment in the portfolio may not be appropriate for all investors.
Global Equity Fund. The investment objective of the Global Equity Fund is
long-term capital appreciation. Morgan Stanley manages the Global Equity Fund
and seeks to attain this objective by investing primarily in common and
preferred stocks, convertible securities, rights and warrants to purchase common
stocks, American and Global Depository Receipts and other equity securities of
issuers throughout the world, including issuers in the U.S. and emerging market
countries.
Under normal circumstances, at least 65% of the value of the total assets
of the Global Equity Fund will be invested in equity securities and at least 20%
of the value of the portfolio's total assets will be invested in the common
stocks of U.S. issuers. The portfolio may also invest in money market
instruments. Although the portfolio intends to invest primarily in securities
listed on stock exchanges, it will also invest in equity securities that are
traded over-the-counter or that are not admitted to listing on a stock exchange
or dealt in on a regulated market. As a result of the absence of a public
trading market, such securities may pose liquidity risks.
The Subadviser's approach is oriented to individual stock selection and is
value driven. In selecting stocks for the portfolio, the Subadviser initially
identifies those stocks that 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. In selecting investments, the Subadviser
utilizes the research of a number of sources, including Morgan Stanley Capital
International, an affiliate of the Subadviser located in Geneva, Switzerland.
Portfolio holdings are regularly reviewed and subjected to fundamental analysis
to determine whether they continue to conform to the Subadviser's value
criteria. Equity securities which no longer conform to such investment criteria
will be sold. 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.
Growth Equity Fund. The investment objective of the Growth Equity Fund is
to seek long-term growth of capital. Founders manages the Growth Equity Fund
and will pursue this objective by investing at least 65% of its assets in common
stocks of well-established, high-quality growth companies. These companies tend
to have strong performance records, solid market positions and reasonable
financial strength, and have continuous operating records of three years or
more. The Portfolio may also invest up to 30% of its assets in foreign
securities, with no more than 25% invested in any one foreign country.
The Growth Equity Fund may invest in convertible securities, preferred
stocks, bonds, debentures and other corporate obligations when Founders believes
that these investments offer opportunities for capital appreciation. Current
income will not be a substantial factor in the selection of these securities.
The Portfolio will only invest in bonds, debentures and corporate obligations--
other than convertible securities and preferred stock--rated investment-grade
(BBB or higher by Moody's and Baa or higher by S&P) or, if unrated, of
comparable quality in the opinion of Founders at the time of purchase.
Convertible securities and preferred stocks purchased by the Portfolio may be
rated in medium and lower categories by Moody's or S&P (Ba or lower by Moody's
and BB or lower by S&P)
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<PAGE>
but will not be rated lower than B. The Portfolio may also invest in unrated
convertible securities and preferred stocks in instances in which Founders
believes that the financial condition of the issuer or the protection afforded
by the terms of the securities limits risk to a level similar to that of
securities rated in categories no lower than B. The Portfolio is not required to
dispose of debt securities whose ratings are down-graded below these ratings
subsequent to the Portfolio's purchase of the securities.
International Growth and Income Fund. The International Growth and Income
Fund seeks long-term growth of capital and income. The Portfolio is designed
for investors with a long-term investment horizon who want to diversify their
investments by adding international securities and take advantage of investment
opportunities outside the United States.
J.P. Morgan seeks to achieve its objective by investing, under normal
circumstances, at least 65% of its total assets in equity securities of foreign
issuers, consisting of common stocks and other securities with equity
characteristics such as preferred stock, warrants, rights and convertible
securities. The Portfolio will focus primarily on the common stock of
established companies based in developed countries outside the United States.
Such investments will be made in at least three foreign countries. The
Portfolio may also invest in securities of issuers located in emerging markets
countries. The Portfolio invests in securities listed on foreign or domestic
securities exchanges and securities traded in foreign or domestic over-the-
counter markets, and may invest in certain restricted or unlisted securities.
Under normal circumstances, the International Growth and Income Fund expects to
invest primarily in equity securities. However, the Portfolio may invest up to
35% of its assets in corporate or sovereign issuers rated A or higher by Moody's
or S&P, or if unrated, of equivalent credit quality as determined by the
Subadviser.
In pursuing the International Growth and Income Fund's objective, J.P.
Morgan will actively manage the assets of the Portfolio through country
allocation and stock valuation and selection. Based on fundamental research,
quantitative valuation techniques and experienced judgment, J.P. Morgan uses a
structured decision-making process to allocate the Portfolio primarily across
the developed countries of the world outside the United States. This universe
is typically represented by the Morgan Stanley Europe, Australia and Far East
Index (the "EAFE Index").
Growth and Income Fund. The Growth and Income Fund seeks long-term growth
of capital and income consistent with prudent investment risk by investing
primarily in a diversified portfolio of dividend-paying common stocks of U.S.
issuers believed to be of high quality. In selecting investments for this Fund,
Wellington Management emphasizes medium to large capitalization companies
having: leadership position within their industries; solid balance sheets and
low leverage; relatively high return on equity; steady or increasing dividends;
and strong management. The Growth and Income Fund is structured to provide, in
the opinion of the Adviser, an excellent opportunity for investors to
participate in the growth of the U.S. stock market through a conservatively
managed, well-diversified portfolio of stocks. By investing primarily in medium
to large capitalization issuers with above-average dividend yields, the Fund
seeks to reduce the volatility generally experienced by stocks through the
income cushion provided by dividend income. In addition to providing potential
downside protection, over the past 30 years reinvested dividends have accounted
for approximately 70% of the total appreciation of the S&P 500. An important
feature of the Fund is its exposure to convertible securities. The Fund
dedicates a portion of its assets to convertible securities, which, in general,
provide higher yields than common stocks while participating in the stock's
capital appreciation potential.
Equity-Income Fund. The investment objective of the Equity-Income Fund is
to provide substantial dividend income and also long term capital appreciation.
T. Rowe Price manages the Equity-Income Fund and seeks to attain this objective
by investing primarily in dividend-paying common stocks, particularly of
established companies with favorable prospects for both increasing dividends and
capital appreciation.
Under normal circumstances, the Equity-Income Fund will invest at least 65%
of total assets in the common stocks of established companies paying above-
average dividends. T. Rowe Price believes that income can be a significant
contributor to total return over time and expects the portfolio's yield to be
above that of the Standard & Poor's 500 Stock Index.
The Equity-Income Fund will tend to take a "value" approach and invest in
stocks and other securities that appear to be temporarily undervalued by various
measures, such as price/earnings ratios. Value investors seek to buy a stock
(or other security) when its price is low in relation to what they believe to be
its real worth or future prospects. By identifying companies whose stocks are
currently out of favor, value investors hope to realize significant appreciation
as other investors recognize the stock's intrinsic value and the price rises
accordingly. Finding undervalued stocks requires considerable research to
identify the particular stock, to analyze the company's underlying financial
condition and prospects, and to assess the likelihood that the stock's
underlying value will be recognized by the market and reflected in its price.
The Equity-Income Fund may also purchase other types of securities
including, for example, up to 25% of total assets in foreign securities,
preferred stocks, convertible stocks and bonds, and warrants, when considered
consistent with the portfolio's investment
48
<PAGE>
objective and program. The portfolio will hold a certain portion of its assets
in U.S. and foreign dollar-denominated money market securities, including
repurchase agreements, in the two highest rating categories, maturing in one
year or less.
The Equity-Income Fund may also invest in debt securities of any type
including municipal securities without regard to quality or rating. The total
return and yield of lower-quality (high-yield/high-risk) bonds, commonly
referred to as "junk" bonds, can be expected to fluctuate more than the total
return and yield of higher-quality, shorter-term bonds, but not as much as
common stocks. Junk bonds (those rated below BBB or in default) are regarded as
predominantly speculative with respect to the issuer's continuing ability to
meet principal and interest payments. The portfolio will not purchase a
noninvestment-grade debt security (or junk bond) if immediately after such
purchase the portfolio would have more than 10% of its total assets invested in
such securities.
Balanced Fund. The investment objective of the Balanced Fund is current
income and capital appreciation. Founders is the manager of the Balanced Fund
and seeks to attain this objective by investing in a balanced portfolio of
common stocks, U.S. and foreign government obligations and a variety of
corporate fixed-income securities.
Normally, the Balanced Fund will invest a significant percentage (up to
75%) of its total assets in common stocks, convertible corporate obligations,
and preferred stocks. The portfolio emphasizes investment in dividend-paying
common stocks with the potential for increased dividends, as well as capital
appreciation. The portfolio also may invest in non-dividend-paying companies if,
in Founders' opinion, they offer better prospects for capital appreciation.
The Balanced Fund may invest in convertible securities, preferred stocks,
bonds, debentures, and other corporate obligations when Founders believes that
these investments offer opportunities for capital appreciation. Current income
is also a factor in the selection of these securities.
The Balanced Fund will maintain a minimum of 25% of its total assets in
fixed-income, investment-grade securities rated Baa or higher by Moody's or BBB
or higher by S&P. There is, however, no limit on the amount of straight debt
securities in which the portfolio may invest. Up to 5% of the Balanced Fund's
total assets may be invested in lower-grade (Ba or less by Moody's, BB or less
by S&P) or unrated straight debt securities, generally referred to as junk
bonds, where Founders determines that such securities present attractive
opportunities. The portfolio will not invest in securities rated lower than B.
Securities rated B generally lack characteristics of a desirable investment and
are deemed speculative with respect to the issuer's capacity to pay interest and
repay principal over a long period of time.
The Balanced Fund may also invest in convertible corporate obligations and
preferred stocks. Convertible securities and preferred stocks purchased by the
portfolio may be rated in medium and lower categories by Moody's or S&P (Ba or
lower by Moody's and BB or lower by S&P) but will not be rated lower than B. The
portfolio may also invest in unrated convertible securities and preferred stocks
in instances in which Founders believes that the financial condition of the
issuer or the protection afforded by the terms of the securities limits risk to
a level similar to that of securities eligible for purchase by the portfolio
rated in categories no lower than B.
The Balanced Fund may invest without limit in ADRs and up to 30% of its
total assets in foreign securities (other than ADRs). The portfolio will not
invest more than 25% of its total assets in the securities of any one country.
Strategic Income Fund. The Strategic Income Fund seeks a high level of
total return consistent with preservation of capital by giving SBAM broad
discretion to deploy the Fund's assets among various segments of the fixed
income market. SBAM may deploy the Fund's assets based on their analysis of
current economic and market conditions and the relative risks and opportunities
present in a wide range of market segments, including: U.S. Government
securities; mortgage-backed securities; high yield corporate bonds; high yield
international bonds; and investment quality corporate and foreign bonds.
SBAM expects that the Fund's investments will emphasize U.S. Government
securities, high yield corporate bonds and high yield international bonds. SBAM
believes that there is a low correlation among these distinct bond markets and,
historically, they have rarely reacted to interest rate changes and economic
conditions at the same time or in the same manner. Diversifying the portfolio
among securities in markets with low correlation is designed to reduce the risk
of owning securities in just one bond market. While there is no guarantee that
this market diversification will produce the results intended, SBAM believes
that it can help to alleviate the risk of investing in less than investment
grade securities.
49
<PAGE>
Investment Quality Bond Fund. The Investment Quality Bond Fund seeks a
high level of current income consistent with the maintenance of principal and
liquidity by investing primarily in a diversified portfolio of investment grade
corporate bonds and U.S. government bonds with intermediate to longer-term
maturities. In the present low interest rate environment, high quality U.S.
Government securities and investment grade corporate bonds can offer an
opportunity for investors to achieve rates of return higher than those available
from short-term investments such as certificates of deposit, savings accounts,
and money market funds. Historically, investors have achieved consistently
higher levels of income from investment grade corporate bonds than U.S. Treasury
securities. Nevertheless, investment grade bonds are subject to greater credit
risk than U.S. Treasury securities. In addition, certificates of deposit and
savings accounts are insured and offer a fixed rate of return and money market
funds seek to provide a stable net asset value. The investment returns and
principal value of the Investment Quality Bond Fund will fluctuate with changes
in market conditions.
This Fund will be invested primarily in investment grade corporate bonds,
mortgage-related bonds and U.S. government bonds with intermediate to long-term
maturities. This Fund may also invest up to 20% of its assets in non-investment
grade fixed income securities. Wellington Management, in managing the Fund's
investments, emphasizes a sector rotation strategy which seeks to identify
relative value among these three major sectors of the fixed income marketplace.
U.S. Government Securities Fund. The U.S. Government Securities Fund seeks
a high level of current income consistent with preservation of capital and
maintenance of liquidity by investing in securities issued or guaranteed as to
the timely payment of interest or principal by the U.S. government, its agencies
or instrumentalities. The U.S. Government Securities Fund, managed by SBAM, is
designed to provide investors with high current income and a high degree of
credit safety in one fund. To date, the U.S. Government has never defaulted on
or delayed payments of principal or interest on its obligations. In addition,
under normal market conditions, the medium and long-term U.S. Government
securities in which the Fund invests have historically provided higher yields
than short-term securities. Moreover, U.S. Government securities are considered
to be highly liquid.
National Municipal Bond Fund. The National Municipal Bond Fund seeks to
achieve a high level of current income exempt from regular federal income taxes,
consistent with the preservation of capital, by investing primarily in a
portfolio of municipal obligations. A fund that invests in municipal bonds can
provide income free from federal income tax liability, even as taxes rise. In
addition, earnings may grow more quickly when they are permitted to compound
without federal income taxation.
An investor may want to determine which investment, tax-exempt or taxable,
will provide a higher after-tax return. To determine the taxable equivalent
yield, simply divide the yield from the tax-exempt investment by the sum of (1
minus the investor's marginal tax rate). The tables below are provided for
making this calculation for selected tax-exempt yield and taxable income levels.
These yields are presented for purposes of illustration only and are not
representative of any yield that the Fund may generate. The tables are based
upon the 1997 federal tax rates (in effect as of December 31, 1997.)
Money Market Fund. The investment objective of the Money Market Fund is
to obtain maximum current income consistent with preservation of principal and
liquidity as is available from short-term investments. MAC manages the Money
Market Fund and seeks to achieve this objective by investing in high quality,
U.S. dollar-denominated money market instruments.
All of the Money Market Fund's investments will mature in 397 days or less
and the Portfolio will maintain a dollar-weighted average portfolio maturity of
90 days or less. By limiting the maturity of its investments, the Money Market
Fund seeks to lessen the changes in the value of its assets caused by
fluctuations in short-term interest rates. Due to the short maturities of its
investments, the Money Market Fund will tend to have a lower yield than, and the
value of its underlying investments will be less volatile than the investments
of, portfolios that invest in longer-term securities. In addition, the Money
Market Fund will invest only in securities the Trustees determine to present
minimal credit risks and which at the time of purchase are "eligible securities"
as defined by Rule 2a-7 under the 1940 Act. Generally, eligible securities must
be rated by a NRSRO in one of the two highest rating categories for short-term
debt obligations or be of comparable quality. The Money Market Fund also
intends to maintain a stable per share net asset value of $1.00, although there
is no assurance that it will be able to do so.
50
<PAGE>
Taxable Equivalent Yields
<TABLE>
<CAPTION>
================================================================================================================
Single Joint Marginal A Tax-Exempt Yield of:
Federal
Income Tax
Taxable Income** Rate 3% 4% 5% 6% 7% 8%
Is Equivalent to a Taxable Yield of:
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
under $24,000 under $40,100 15% 3.53, 4.71, 5.88, 7.06, 8.24, 9.41
- -----------------------------------------------------------------------------------------------------------------
$24,000-$58,150 $ 40,100-$96,900 28% 4.17, 5.56, 6.94, 8.33, 9.72, 11.11
- -----------------------------------------------------------------------------------------------------------------
$58,150-$121,300 $ 96,900-$147,700 31% 4.35, 5.80, 7.25, 8.70, 10.14, 11.59
- -----------------------------------------------------------------------------------------------------------------
$121,300-$263,750 $147,700-$263,750 36% 4.69, 6.25, 7.81, 9.38, 10.94, 12.50
- -----------------------------------------------------------------------------------------------------------------
over $263,750 over $263,750 39.6% 4.97, 6.62, 8.28, 9.93, 11.59, 13.25
=================================================================================================================
</TABLE>
* Certain taxpayers may, to the extent such taxpayers itemize deductions or
claim personal exemptions, be subject to a higher marginal rate. In addition,
the tax rate on net capital gains of individuals may not exceed 28%.
**Taxable Income amounts apply for taxable years beginning in 1996. The amounts
are indexed annually for inflation.
Fund Shares
The Fund's Declaration of Trust permits its Trustees to issue an unlimited
number of full and fractional shares of beneficial interest and to divide or
combine the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interests in the Fund.
At a meeting of the Board of Trustees held on December 16, 1993, the
Trustees, including each Trustee who is not an "interested person," as such term
is defined under the Investment Company Act of 1940, as amended, unanimously
approved amendments to the Declaration of Trust to permit implementation of the
Multiple Pricing System. Shareholders of the Fund approved these amendments at
a special meeting held February 18, 1994. The Multiple Pricing System was
implemented on April 1, 1994. All shares of the Fund have equal voting rights
and will be voted in the aggregate, and not by series (Portfolio) or class,
except where voting by series or class is required by law or where the matter
involved affects only one series or class (for example, matters pertaining to
the plan of distribution relating to Class A shares will only be voted on by
Class A shares). Matters required by the 1940 Act to be voted upon by each
affected series include changes to (i) the Advisory Agreement, (ii) a
Subadvisory Agreement and (iii) the fundamental investment objectives and
policies.
Shares of each class of a Portfolio represent interests in that Portfolio
in proportion to each share's net asset value. Certain operating expenses which
are specifically allocable to a class of a Portfolio may be so allocated by the
Trustees. Upon the Fund's liquidation, all shareholders of a class would share
pro rata in the net assets of that class available for distribution to
shareholders of the Portfolio, but, as shareholders of such class of such
Portfolio, would not be entitled to share in the distribution of assets
belonging to any other class or Portfolio. As of the date of this Statement of
Additional Information, the Trustees have designated thirty-two Portfolios of
the Fund and three classes of Shares in each Portfolio: Class A, Class B and
Class C shares.
Certificates representing shares are issued only upon written request to
the Fund.
Redemption in Kind
Although it is each of the Portfolios' present policy to make payment of
redemption proceeds in cash, if the Trustees determine it appropriate,
redemption proceeds may be paid in whole or in part by a distribution in kind of
marketable securities held by that Portfolio subject to the limitation that each
Portfolio is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Portfolio during any 90-day period
for any one account. If a redemption in kind is made, a
51
<PAGE>
shareholder might be required to bear transaction costs, including brokerage
commissions, to dispose of such securities. The Fund will endeavor to only
distribute securities for which there is an active trading market.
Repurchase of Shares
The Distributor is authorized to repurchase Portfolio shares through
certain securities dealers who have entered into dealer agreements with the
Distributor. The offer to repurchase may be suspended by the Distributor at any
time. Dealers may charge for their services in connection with a repurchase,
but neither the Fund nor the Distributor makes any such charge. Repurchase
arrangements differ from redemptions in that the dealer buys the shares as
principal from his customer in lieu of tendering shares to the Fund for
redemption as agent for the customer. The proceeds to the shareholder will be
the net asset value of the shares repurchased as next determined after receipt
of the repurchase order by the dealer. By a repurchase, the customer should be
able to receive the sale proceeds from the dealer more quickly. Shareholders
should contact their dealers for further information as to how to effect a
repurchase and the dealer's charges applicable thereto.
Payment for the Shares Presented
Payment for shares presented for redemption will be based on the net asset
value of the applicable class of the applicable Portfolio next computed after a
request is received in proper form at the Transfer Agent's office. As described
in the Prospectus under the caption "PURCHASE OF SHARES -- Class B Shares",
certain redemptions of Class A, B and C shares may be subject to a CDSC, which
will be deducted from the redemption proceeds. Payment proceeds will be mailed
within seven days following receipt of all required documents. However, payment
may be postponed or the right of redemption suspended (i) for any period during
which the New York Stock Exchange is closed for other than customary weekend and
holiday closing or during which trading on the New York Stock Exchange is
restricted; (ii) for any period during which an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the value of its net assets; or (iii) for such other periods as the Commission
may by order permit for the protection of shareholders, provided that applicable
rules and regulations of the Commission shall govern as to whether the
conditions described in (i) and (ii) exist. Payment of proceeds may also be
delayed if the shares to be redeemed or repurchased were purchased by check and
that check has not cleared (which may be up to 15 days or more).
Transfer Agent
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, acts as the Fund's transfer agent, provides shareholder
services and acts as dividend disbursing and redemption agent. Its mailing
address is P.O. Box 8505, Boston, Massachusetts 02266-8505. State Street Bank
and Trust Company also serves as the custodian for all Portfolios of the Fund.
REPORTS TO SHAREHOLDERS
The financial statements of the Fund at October 31, 1997 are incorporated
herein by reference from its annual report to shareholders filed with the
Securities and Exchange Commission pursuant to Section 30(b) of the Investment
Company Act of 1940 and Rule 30b2-1.
Independent Accountants
The financial statements of the Fund at October 31, 1997, including the
Financial Highlights which appear in the prospectus, have been audited by
Coopers & Lybrand L.L.P., independent auditors, as indicated in their report
with respect thereto, and are included herein in reliance upon said report given
on the authority of said firm as experts in accounting and auditing. Coopers &
Lybrand L.L.P. has offices at One Post Office Square, Boston Massachusetts
02109.
52
