As filed, via EDGAR, with the Securities and Exchange Commission on June 3, 1996
File No.: 33-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|_| Pre-Effective Amendment No. __
|_| Post-Effective Amendment No. __
(check appropriate box or boxes)
-------------------
AETNA SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
800 238-6263
(Area Code and Telephone Number)
151 Farmington Avenue, Hartford, Connecticut 06156-8962
(Address of Principal Executive Office) (Zip Code)
-------------------
SUSAN E. BRYANT, ESQ.
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
RE4C
Hartford, Connecticut 06156-8962
(Name and address of agent for service)
Copy to:
JAY G. BARIS, ESQ.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
-------------------
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for
Registrant's most recent fiscal year ended October 31, 1995 was filed with the
Commission on December 29, 1995.
<PAGE>
<TABLE>
<CAPTION>
ASIAN GROWTH FUND
A SERIES OF
AETNA SERIES FUND, INC.
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
PART A
N-14
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- -------- ------------ ------------------
<S> <C> <C>
1. Beginning of Registration Statement Cross Reference Sheet;
and Outside Front Cover Page of Front Cover Page.
Prospectus
2. Beginning and Outside Back Cover
Page of Prospectus Back Cover Page.
3. Fee Table, Synopsis Synopsis; Risk Factors;
Information and Risk Factors Comparison of Fees and
Expenses.
4. Information About the Transaction Reasons for the
Transaction; Synopsis;
Information about the
Transaction.
5. Information About the Registrant Synopsis; Comparison of
the Portfolios'
Investment Objectives
and Policies;
Information about the
Portfolios; Additional
Information.
6. Information About the Company Synopsis; Comparison of
Being Acquired the Portfolios'
Investment Objectives
and Policies;
Information about the
Portfolios; Additional
Information.
7. Voting Information Information Relating to
Voting Matters.
8. Interest of Certain Persons and Inapplicable.
Experts
9. Additional Information Required Inapplicable.
for Reoffering by Persons Deemed
to be Underwriters
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B
N-14 STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- -------- ------------ -------------------
<S> <C> <C>
10. Cover Page Cover Page.
11. Table of Contents Cover Page.
12. Additional Information About
the Registrant Statement of Additional
Information of Aetna
Series Fund, Inc. dated
March 1, 1996.
13. Additional Information About
the Company Being Acquired Inapplicable.
14. Financial Statements Statement of Additional
Information of Aetna
Series Fund, Inc.,
which incorporates the
audited annual
financial statements of
the Asian Growth Fund
and of the
International Growth
Fund of Aetna Series
Fund Inc., as of
October 31, 1995; and
the unaudited financial
statements and pro
forma combined
financial statements of
the Asian Growth Fund
and the International
Growth Fund, Inc., as
of April 30, 1996.
</TABLE>
<TABLE>
<CAPTION>
PART C
N-14
ITEM NO. ITEM CAPTION PART C CAPTION
- -------- ------------ --------------
<S> <C> <C>
15. Indemnification Indemnification.
16. Exhibits Exhibits.
17. Undertakings Undertakings.
</TABLE>
<PAGE>
AETNA ASIAN GROWTH FUND
A SERIES OF
AETNA SERIES FUND, INC.
151 Farmington Avenue
Hartford, Connecticut 06156-8962
July 25, 1996
TO THE SHAREHOLDERS OF THE AETNA ASIAN GROWTH FUND
OF AETNA SERIES FUND, INC.:
The accompanying Notice of Meeting and Proxy Statement
presents a proposal that will be considered at a Special Meeting of Shareholders
to be held on August 30, 1996.
Aetna Life Insurance and Annuity Company ("ALIAC"), the Asian
Growth Fund's investment adviser, has recommended that the Asian Growth Fund be
reorganized into the Aetna International Growth Fund, another portfolio of Aetna
Series Fund, Inc. (the "Fund").
Prior to recommending this reorganization, ALIAC's management
considered various factors. ALIAC's management evaluated the risk profile of the
Asian Growth Fund. Due to its narrower scope of permissible investments, the
Asian Growth Fund is akin to a "sector" portfolio and has a greater risk
exposure than the International Growth Fund due to the Asian Growth Fund's
mandatory concentration of investments within certain Asian countries.
Management believes that long-term capital appreciation can be realized through
investments in a geographically diversified international investment portfolio
such as that of the International Growth Fund. Management also considered the
comparative investment performance of the Asian Growth Fund and the
International Growth Fund; over the lifespan of the two Portfolios, the
International Growth Fund has outperformed the Asian Growth Fund.
The Asian Growth Fund has been unable to achieve growth of its
assets and therefore has been unable to achieve economies of scale. ALIAC'S
management believes that a reduction in expenses may be realized by shareholders
as a result of the elimination of duplicative costs presently incurred for
services that are performed for both Portfolios.
The Portfolios have similar investment objectives and
policies, are both managed by ALIAC as investment adviser, and share the same
service providers, including the dividend disbursing agent and transfer agent to
the Portfolios.
Based upon ALIAC's recommendations, on April 30, 1996, the
Board of Directors approved the proposed reorganization and the submission to
the shareholders of the Asian Growth Fund of a proposal to transfer the assets
of the Asian Growth Fund to the International Growth Fund in exchange for shares
of the
<PAGE>
International Growth Fund, the distribution of such shares to shareholders of
the Asian Growth Fund in liquidation of the Asian Growth Fund, and the
subsequent dissolution of the Asian Growth Fund. As a result of the proposed
transactions, each shareholder of the Asian Growth Fund would receive that
number of full and fractional shares of the International Growth Fund equal in
value, at the close of business on the date of the transfer, to the net asset
value of such shareholder's shares of the Asian Growth Fund. In the opinion of
counsel, shareholders of the Asian Growth Fund will not recognize taxable gain
or loss as a result of the transaction.
Your Board of Directors has concluded that the proposal is in
the best interests of the Asian Growth Fund and its shareholders. The Board
recommends that the shareholders vote "for" the proposal.
We welcome your attendance at the Meeting of Shareholders.
Whether or not you are able to attend in person, please sign, date and return
the enclosed proxy card promptly.
Sincerely,
SHAUN P. MATHEWS
President
<PAGE>
AETNA SERIES FUND, INC.
ASIAN GROWTH FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JULY 25, 1996
A Special Meeting of Shareholders (the "Meeting") of the Aetna Asian
Growth Fund (the "Asian Growth Fund"), a series of Aetna Series Fund, Inc. (the
"Fund"), will be held on August 30, 1996 at 9:00 a.m. Eastern time, at 151
Farmington Avenue, Hartford, Connecticut 06156-8962 for the following purposes,
which are more fully described in the accompanying Prospectus/Proxy Statement
dated July 25, 1996:
1. To consider and act upon a Plan of Reorganization and
Liquidation, and related amendment to the charter of
the Company, providing for the transfer of the assets
of the Asian Growth Fund to the International Growth
Fund, another portfolio of the Fund, in exchange for
shares of the International Growth Fund and the
distribution of such shares to shareholders of the
Asian Growth Fund in liquidation of the Asian Growth
Fund; and
2. To transact such other business as may properly come
before the Meeting or any adjournment or adjournments
thereof.
The Board of Directors of the Company fixed the close of business on
July 22, 1996 as the record date for determination of shareholders entitled to
notice of, and to vote at, the Meeting or any adjournment thereof. The enclosed
proxy is being solicited on behalf of the Board of Directors of the Fund.
Each shareholder who does not expect to attend in person is requested
to complete, date, sign and return promptly the enclosed form of proxy.
By order of the Board of
Directors,
Susan E. Bryant
Secretary
Dated: July 25, 1996
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed proxy card, sign and
date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. In order to save any additional expense of further
solicitation, please mail your proxy promptly.
<PAGE>
AETNA SERIES FUND, INC.
AETNA ASIAN GROWTH FUND
151 FARMINGTON AVENUE
HARTFORD, CONNECTICUT 06156
COMBINED PROSPECTUS/PROXY STATEMENT
JULY 25, 1996
This Combined Prospectus/Proxy Statement is sent to you in
connection with the solicitation of proxies by the Board of Directors (the
"Board") of Aetna Series Fund, Inc. (the "Fund") for a Special Meeting of
Shareholders (the "Meeting") to be held at the offices of the Fund, 151
Farmington Avenue, Hartford, Connecticut 06156 on August 30, 1996, at 9:00 a.m.,
Eastern time, at which shareholders of the Aetna Asian Growth Fund (the "Asian
Growth Fund") will be asked to consider and approve a proposed Plan of
Reorganization and Liquidation dated as of April 30, 1996 (the "Plan").
The Plan provides for the transfer of the assets of the Asian
Growth Fund to the Aetna International Growth Fund (the "International Growth
Fund"), another portfolio of the Fund, in exchange for shares of the
International Growth Fund. Following such transfer, shares of the International
Growth Fund will be distributed to the shareholders of the Asian Growth Fund in
liquidation of the Asian Growth Fund. As a result of the proposed transactions,
each shareholder of each class of the Asian Growth Fund will receive that number
of full and fractional shares of the corresponding class of the International
Growth Fund equal in value at the close of business on the date of the exchange
to the value of that shareholder's shares of the Asian Growth Fund. These
transactions are referred to as the "Reorganization." (The International Growth
Fund and the Asian Growth Fund are sometimes referred to as a "Portfolio" and
together as the "Portfolios").
The Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund is organized as a Maryland corporation, and issues its shares of
common stock in separate series portfolios, each with its own investment
objective and policies. The primary objective of the International Growth Fund
is to seek long-term capital growth primarily through investment in a
diversified portfolio of common stocks principally traded in countries outside
North America. Because each Portfolio is "diversified," it is subject to certain
requirements under the 1940 Act that limit the amount of its assets that may be
invested in any one company.
The investment adviser to both Portfolios is Aetna Life
Insurance and Annuity Company ("ALIAC"). ALIAC also serves as a distributor,
administrator and shareholder servicing agent to both Portfolios.
This Prospectus/Proxy Statement, which you should keep for
future reference, sets forth concisely the information about
<PAGE>
the International Growth Fund that a prospective investor should know before
voting. THIS PROSPECTUS/PROXY STATEMENT IS ACCOMPANIED BY THE PROSPECTUS OF
AETNA SERIES FUND, INC. FOR THE INTERNATIONAL GROWTH FUND DATED MARCH 1, 1996,
WHICH IS INCORPORATED BY REFERENCE IN ITS ENTIRETY. The Prospectus also includes
information about the Asian Growth Fund. A Statement of Additional Information
dated July 25, 1996 relating to this Prospectus/Proxy Statement (the "Related
Statement of Additional Information") has been filed with the Securities and
Exchange Commission (the "Commission") and is incorporated by reference into
this Prospectus/Proxy Statement. A Statement of Additional Information dated
March 1, 1996, containing additional information about the International Growth
Fund and the Asian Growth Fund, has been filed with the Commission and is
incorporated into the Related Statement of Additional Information. A copy of the
Related Statement of Additional Information may be obtained without charge by
writing to ALIAC at 151 Farmington Avenue, Hartford, Connecticut 06156-8962, or
by calling ALIAC toll-free at 1-800-238-6263.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
<PAGE>
SYNOPSIS
This Synopsis provides a concise summary of the information contained
in this Prospectus/Proxy Statement. This Synopsis is qualified by reference to
the more complete information contained elsewhere in this Prospectus/Proxy
Statement, including information incorporated herein from the attached
Prospectus for the International Growth Fund dated March 1, 1996 (the
"Prospectus"), and in the Plan of Reorganization and Liquidation attached to
this Prospectus/Proxy Statement as Exhibit A.
The Plan of You are being asked to approve a Plan of
Reorganization and Reorganization and Liquidation. Under the
Liquidation Plan, the Asian Growth Fund will transfer
substantially all of its assets to the
International Growth Fund. In exchange, the
International Growth Fund will assume certain
liabilities of the Asian Growth Fund existing
on the business day before the transfer of
assets. At the time of the transfer, the
International Growth Fund will issue shares
with an aggregate value equal to the
aggregate net asset value of the assets
transferred to the International Growth Fund
by the Asian Growth Fund. Following the
transfer, shares of the International Growth
Fund will be distributed to shareholders of
the Asian Growth Fund. After the transaction,
you will receive that number of shares of the
International Growth Fund with a total value
equal to the net asset value of your shares
of the Asian Growth Fund, as determined at
the close of business on the date of the
exchange. You will receive the same class of
shares of the International Growth Fund as
you owned of the Asian Growth Fund (Adviser
Class or Select Class). You will not be
charged a sales charge for this transaction.
See "Reasons for the Transaction" and
"Information About the Transaction," and the
copy of the Plan, which is attached as
Exhibit A.
Charter Amendment You are also being asked to approve an
amendment to the Fund's corporate charter
(the "Charter Amendment"), which must be
filed under Maryland law in order to
implement the Reorganization. See
"Information About the Transaction."
<PAGE>
Tax Consequences The Fund will receive an opinion of counsel
to the effect that no gain or loss will be
recognized by the Asian Growth Fund, the
International Growth Fund, or the
shareholders of the Asian Growth Fund as a
result of the Reorganization. See
"Information about the Transaction."
Investment International Growth Fund. The primary
Objectives and investment objective of the International
Policies Growth Fund is to seek long-term capital
growth primarily through investment in a
diversified portfolio of common stocks
principally traded in countries outside of
North America. The International Growth Fund
follows a policy of maintaining at least 65%
of its net assets among securities
principally traded in three or more countries
including Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong,
Indonesia, Italy, Japan, Korea, Luxembourg,
Malaysia, New Zealand, the Netherlands,
Norway, the Philippines, Singapore, Spain,
Sweden, Switzerland, Taiwan, Thailand, and
the United Kingdom.
Asian Growth Fund. The primary investment
objective of the Asian Growth Fund is to seek
long-term growth of capital primarily through
investment in a diversified portfolio of
common stocks principally traded in countries
in Asia excluding Japan. The Asian Growth
Fund follows a policy of investing at least
65% of its total assets among securities
principally traded in China, Hong Kong,
India, Indonesia, Malaysia, Pakistan, the
Philippines, Singapore, Korea, Sri Lanka,
Taiwan, and Thailand.
Neither Portfolio targets any given level of
current income, and each Portfolio has
additional investment policies which are
similar and which are discussed under
"Comparison of the Portfolios' Investment
Objectives and Policies," below.
Share Classes Each Portfolio currently offers shares of
common stock classified into two classes:
Select Class shares and Adviser Class shares.
For each Portfolio, the Select Class and
Adviser Class shareholders are subject to the
same
<PAGE>
respective distribution and shareholder
service arrangements, including the rate at
which fees are paid for such arrangements and
services. As between the two classes, shares
have the same rights, privileges and
preferences, except with respect to: (a) the
effect of the contingent deferred sales
charge ("CDSC"), if any; (b) the distribution
and/or service fees borne by the class; (c)
the expenses allocable exclusively to a
class; (d) voting rights on matters
exclusively affecting a class; and (e) the
exchange privilege of a class. This
Prospectus/Proxy Statement is accompanied by
the Adviser Class Prospectus and/or Select
Class Prospectus for each series of the Fund,
including the Portfolios.
Investment Adviser Aetna Life Insurance and Annuity Company
("ALIAC") is the investment adviser for each
Portfolio. It is anticipated that on August
1, 1996, Aetna Investment Management, Inc. an
affiliate of ALIAC, will become a sub-adviser
of the International Growth Fund. See
"Information About the Portfolios."
Fees and Expenses The maximum investment advisory fee paid by
the International Growth Fund is 0.850% of
average daily net assets. The maximum
investment advisory fee paid by the Asian
Growth Fund is 1.000% of average daily net
assets. Total operating expenses of the
Select Class of the International Growth Fund
and Asian Growth Fund are 1.50% and 1.55%
(after reimbursements), respectively. Total
operating expenses of the Adviser Class of
the International Growth Fund and the Asian
Growth Fund are 2.25% and 2.30% (after
reimbursement), respectively. After the
Reorganization, it is expected that total
operating expenses of the Select Class and
the Adviser Class will be 1.50% and 2.25%,
respectively. Therefore, it is anticipated
that shareholders will be subject to lower
overall levels of investment advisory fees
and total fund expenses for the foreseeable
future as a result of the Reorganization. See
"Comparison of Fees and Expenses."
Distribution and The procedures for purchasing and redeeming
Purchase Procedures; shares are materially the same for each
Exchange Rights; Portfolio, and each Portfolio has materially
Redemption similar exchange privileges.
Procedures
Application for The Fund, ALIAC and Aetna Life Insurance
Exemptive Relief Company, an affiliate of ALIAC, have applied
for an order from the Commission that would
permit the Fund to carry out the
Reorganization, due to certain provisions of
the 1940 Act which might otherwise be
construed as prohibiting the transactions
involved in the Reorganization.
Other Considerations In the event the shareholders of the Asian
Growth Fund do not approve the
Reorganization, the Board will consider
possible alternatives to the proposed
Reorganization. Shareholders have no right of
appraisal, but may continue to redeem their
shares in accordance with normal Fund
policies.
<PAGE>
RISK FACTORS
As described more fully below under "Comparison of the
Portfolios' Investment Objectives and Policies," the principal difference in the
investment objectives and policies of the two Portfolios is that the
International Growth Fund has a broader range of permissible foreign countries
in which to invest than
the Asian Growth Fund.
ALIAC's management informed the Board that it had evaluated
the risk profile of the Asian Growth Fund and believed that, due to its narrower
scope of permissible investments, the Asian Growth Fund is akin to a "sector"
fund and has a greater risk exposure than the International Growth Fund due to
the mandatory concentration of investments within certain Asian countries.
Although the International Growth Fund may invest in a broader range of foreign
countries than the Asian Growth Fund, which may tend to decrease the risks
undertaken by a shareholder to some extent, shareholders should bear in mind
that investments in foreign securities generally involve certain risks not
ordinarily associated with investments in securities of domestic issuers. All
such risks are risks that have been undertaken by investing in the Asian Growth
Fund.
Such risks include fluctuations in exchange rates, adverse
foreign political and economic developments, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions. Since the
Portfolios may invest in securities denominated or quoted in currencies other
than the U.S. dollar, changes in foreign currency exchange rates will affect the
value of securities in the portfolio and the unrealized appreciation or
depreciation of investments so far as U.S. investors are concerned. In addition,
with respect to certain countries, there is the possibility of expropriation of
assets, confiscatory taxation, political or social instability, or diplomatic
developments that could adversely affect investments in those countries.
Furthermore, there may be less publicly available information
about a foreign company than about a U.S. company, and foreign companies may not
be subject to accounting, auditing, and financial reporting standards and
requirements comparable to or as uniform as those of U.S. companies. Foreign
securities markets, while growing in volume, have, for the most part,
substantially less volume than U.S. markets. Securities of many foreign
companies are less liquid and their prices more volatile than securities of
comparable U.S. companies. Transactional costs are generally higher than in U.S.
securities markets, and there is generally less government supervision and
regulation of exchanges, brokers, and issuers than there is in the U.S. The Fund
might have greater difficulty taking appropriate legal action with respect to
foreign investments in non-U.S. courts than with respect to domestic issuers in
U.S. courts. Transactions in foreign securities may involve greater time from
the trade date until settlement than domestic securities transactions and
involve the risk of possible losses through the
<PAGE>
holding of securities by custodians and securities depositories in foreign
countries.
COMPARISON OF FEES AND EXPENSES
The following tables summarize and compare the fees and
expenses of the Portfolios. These tables are intended to assist shareholders in
comparing the various costs and expenses that shareholders indirectly bear with
respect to an investment in the Asian Growth Fund and those that they can expect
to bear indirectly as shareholders of the International Growth Fund. Actual
expenses may be more or less than those set forth below. In addition, the
"Example" set forth below should not be considered a representation of future
expenses, which will vary depending upon actual investment returns and expenses.
The tables are arranged to reflect information pertaining to
the Select Class and the Adviser Class separately.
<PAGE>
<TABLE>
<CAPTION>
Select Class
Shareholder Transaction Expenses
Deferred Sales Charge
Sales Charge Sales Charge on Dividend Exchange
on Purchases on Redemptions Reinvestment Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
International Growth None None None None
Asian Growth None None None None
================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Select Class
Annual Operating Expenses
(as a percentage of average daily net assets)
Total
Operating
Management/ Other Expenses
Advisory Fee Expenses (after fee
(after fee Administrative (after expense waiver/expense
waiver)* Fee reimbursement)* reimbursement)*
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
International
Growth 0.85% 0.25% 0.40% 1.50%
Asian Growth 0.54%** 0.25% 0.76%** 1.55%**
Pro Forma for
Combined 0.85% 0.25% 0.40% 1.50%
Portfolios
</TABLE>
* From time to time, ALIAC may agree to waive all or a portion of its
investment advisory fee and/or its administrative fee for a Portfolio
and/or may agree to reimburse some or all of a Portfolio's other expenses.
Such an arrangement increases the relevant Portfolio's total return by
reducing its expenses. The expenses shown above are based on the
Portfolios' fiscal year ended October 31, 1995 and reflect the expense
waiver/reimbursement arrangements in effect as of the date of this
Prospectus / Proxy Statement (see below).
** As of the date of this Prospectus / Proxy Statement, there is a fee
waiver/expense reimbursement arrangement in effect for the Asian Growth
Fund. This arrangement limits the total operating expenses for the Asian
Growth Fund to the amount shown above. Although this arrangement is in
effect as of the date hereof, it may be terminated by ALIAC at any time.
Without this arrangement, the Asian Growth Fund's investment advisory fee
would be 1.00% and its total operating expenses would be 2.01%.
<PAGE>
<TABLE>
<CAPTION>
Select Class
Example
Using the above expenses (after waivers), you would pay the following expenses
on a $1,000 investment, assuming a 5% annual return and redemption at the end of
each of the periods shown:
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
International 15 47 82 179
Growth
Asian Growth 16 49 84 185
Pro Forma for
Combined 15 47 82 179
Portfolios
</TABLE>
This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
<TABLE>
<CAPTION>
Adviser Class
Shareholder Transaction Expenses
Deferred Sales Charge
Sales Charge Sales Charge on Dividend Exchange
on Purchases on Redemptions1 Reinvestment Fee
- --------------------------------------------------------------------------------------------------------------------------------
None
<S> <C> <C> <C>
International Growth None 1.0% None
Asian Growth None 1.0% None None
</TABLE>
1 The contingent deferred sales charge set forth in the above table is the
maximum redemption charge imposed on Adviser Class shares. Investors may
pay charges less than 1.0%, depending on the length of time the shares are
held. Adviser Class shares of each Portfolio are also subject to an annual
distribution fee of 0.50% and an annual service fee of 0.25% of the value
of average daily net assets of the Adviser Class. See "Fees and Charges" in
the Adviser Class Prospectus.
<PAGE>
<TABLE>
<CAPTION>
Adviser Class
Annual Operating Expenses
(as a percentage of average daily net assets)
Total
Management/ Other Operating Expenses
Advisory Fee Rule Expenses* (after fee waiver/
(after fee Administrative 12b-1 (after expense expense
waiver)* Fee Fee reimbursement) reimbursement)*
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International
Growth 0.85% .25% 0.50% 0.65% 2.25%
Asian Growth 0.54%** .25%** 0.50% 1.01%** 2.30%**
Pro Forma for
Combined
Portfolios 0.85% .25% 0.50% 0.65% 2.25%
</TABLE>
* From time to time, ALIAC may agree to waive all or a portion of its
investment advisory fee and/or its administrative fee for a Portfolio
and/or may agree to reimburse some or all of a Portfolio's other expenses.
Such an arrangement increases the relevant Portfolio's total return by
reducing its expenses. The expenses shown above are based on the
Portfolios' fiscal year ended October 31, 1995 and reflect the expense
waiver/reimbursement arrangements in effect as of the date of this
Prospectus / Proxy Statement (see below).
** As of the date of this Prospectus / Proxy Statement, there is a fee
waiver/expense reimbursement arrangement in effect for the Asian Growth
Fund. This arrangement limits the total operating expenses for this
Portfolio to the amount shown above. Although this arrangement is in effect
as of the date hereof, it may be terminated by ALIAC at any time. Without
this arrangement, the Asian Growth Fund's investment advisory fee would be
1.00% and its total operating expenses would be 2.76%.
<PAGE>
<TABLE>
<CAPTION>
Adviser Class
Example
Using the above expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and either redemption at the end of each
of the periods shown or no redemption:
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
International Growth
Redemption at end of each time period 33 75 120 258
No Redemption 23 70 120 258
Asian Growth
Redemption at end of each time period 33 77 123 264
No Redemption 23 72 123 264
Pro Forma for Combined Portfolios
Redemption at end of each time period 33 75 120 258
No Redemption 23 70 120 258
</TABLE>
This example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
<PAGE>
INFORMATION ABOUT THE TRANSACTION
PLAN OF REORGANIZATION AND LIQUIDATION. The proposed Plan
provides that the International Growth Fund will acquire all of the assets of
the Asian Growth Fund, and assume the Asian Growth Fund's stated liabilities, in
exchange for shares of the International Growth Fund upon a closing to take
place at the commencement of business on the business day following the
Valuation Date (the "Closing Date") in accordance with the terms of the Plan.
The liabilities of the Asian Growth Fund to be assumed by the International
Growth Fund will be those appearing on an unaudited statement of assets and
liabilities of the Asian Growth Fund prepared as of the close of business on the
day prior to the transfer of assets. The aggregate net asset value of the total
number of shares of the International Growth Fund issued in the exchange will
equal the aggregate net asset value of the shares of the Asian Growth Fund then
outstanding.
On or before the Closing Date, the International Growth Fund
will file Articles of Amendment to the Fund's charter which will make the
Reorganization effective for purposes of Maryland corporate law (the "Charter
Amendment"). A copy of the form of the Charter Amendment is included in the
Plan, which is attached as Exhibit A.
For purposes of the Reorganization, the number of shares of
the International Growth Fund to be issued to the Asian Growth Fund will be
determined on the basis of the International Growth Fund's and the Asian Growth
Fund's relative net asset value per share, for their respective classes of
shares; that is, by dividing the value of the Asian Growth Fund assets, less
liabilities, attributable to each class of shares by the net asset value of one
share of the corresponding class of the International Growth Fund, computed as
of the close of business on the Valuation Date. These determinations will be
made in accordance with the valuation procedures set forth in the Portfolios'
then current Prospectuses and Statements of Additional Information.
On, or as soon as practicable after, the Closing Date, the
Asian Growth Fund will liquidate and distribute pro rata (based on relative net
asset values, as described above) to its shareholders of record, on a class by
class basis, the shares of the International Growth Fund received in the
Reorganization. Shareholders of record will be determined as of the close of
business on the Valuation Date. The liquidation and distribution will be
accomplished by establishing accounts on the share records of the International
Growth Fund in the name of the Asian Growth Fund shareholders, each account
reflecting ownership of the respective number of shares of the International
Growth Fund due to each such Asian Growth Fund shareholder. Select and Adviser
Class shareholders of the Asian Growth Fund will receive Select Class and
Adviser Class shares, respectively, of the International Growth Fund. After such
distribution, the Asian Growth Fund will be terminated.
<PAGE>
The consummation of the Reorganization is subject to certain
conditions set forth in the Plan. The Board of Directors may terminate the Plan
at any time prior to the closing of the Reorganization without liability on the
part of either Portfolio.
If the Reorganization is approved by shareholders, the Asian
Growth Fund reserves the right to sell portfolio securities and/or purchase
other securities, to the extent necessary so that the asset composition of the
Asian Growth Fund is consistent with the investment policies and restrictions of
both Portfolios. As of the date of this Prospectus/Proxy Statement, however,
ALIAC does not anticipate that any significant changes will need to be made to
the portfolio of the Asian Growth Fund for these purposes.
Approval of the Plan by shareholders will be deemed to
constitute an approval of the amendment of any investment restrictions of the
Asian Growth Fund that might be deemed to prohibit the transactions contemplated
in connection with the Reorganization.
DESCRIPTION OF SHARES OF THE INTERNATIONAL GROWTH FUND. Full
and fractional shares of the respective classes of the International Growth Fund
will be issued to the shareholders of the Asian Growth Fund in accordance with
the procedures under the Plan as described above. Each share will be fully paid
and nonassessable when issued and transferrable without restriction and will
have no preemptive or conversion rights.
EXPENSES. The Reorganization will be effected for each Asian
Growth Fund shareholder at net asset value without the imposition of any sales
charges. Expenses otherwise incurred by the Portfolios in connection with the
transactions will be borne by ALIAC, the investment adviser to both Portfolios.
In accordance with the Fund's policies, no new certificates for the
International Growth Fund shares will be issued.
THE CHARTER AMENDMENT. Because the Fund is organized as a
Maryland corporation, the Charter Amendment must be filed with the Department of
Taxation and Assessments of the State of Maryland in order to implement the
terms of the Reorganization. From a Maryland state law perspective, the
Reorganization does not involve a transfer of assets in exchange for issuance of
shares, because the Portfolios are series of shares issued by the same corporate
entity. For Maryland state law purposes, the Reorganization is characterized as
a reclassification of shares. Therefore, the Charter Amendment will reclassify
unissued shares of each class of the Asian Growth Fund into unissued shares of
the corresponding class of the International Growth Fund and reclassify all of
the outstanding shares of the Asian Growth Fund into outstanding shares of the
International Growth Fund in accordance with a formula that reflects the terms
of the Reorganization described above (based on relative net asset values of the
outstanding shares, on a class-by-class basis).
SHAREHOLDER APPROVAL. Approval of the Plan and the Charter
Amendment requires the affirmative vote of a majority of
<PAGE>
the votes entitled to be cast, of the Asian Growth Fund. Shareholders of the
Select Class and Adviser Class shares of the Asian Growth Fund will vote
together as a single class on the Reorganization and the Charter Amendment.
The Board may terminate the Plan at any time prior to the
closing of the transaction.
FEDERAL INCOME TAX CONSEQUENCES. At the closing of the
Reorganization the Company will receive an opinion from Kramer, Levin, Naftalis
& Frankel to the effect that, on the basis of then current law and certain
assumptions and representations, for federal income tax purposes: (1) the Asian
Growth Fund and the International Growth Fund will each be treated as a separate
corporation for federal income tax purposes; (2) the exchange by the Asian
Growth Fund of substantially all of its assets in exchange for shares of the
International Growth Fund and the assumption by the International Growth Fund of
certain stated liabilities of the Asian Growth Fund, and the subsequent
liquidation of the Asian Growth Fund pursuant to the Plan will constitute a
reorganization within the meaning of Code section 368(a)(l)(C) and that the
Asian Growth Fund and the International Growth Fund will each be "a party to a
reorganization" within the meaning of Code section 368(b); (3) the Asian Growth
Fund will not recognize any gain or loss as a result of the Reorganization; (4)
the International Growth Fund will not recognize any gain or loss on the receipt
of the assets of the Asian Growth Fund in exchange for shares of the
International Growth Fund; (5) the shareholders of the Asian Growth Fund will
not recognize any gain or loss on the exchange of their shares of the Asian
Growth Fund for shares of the International Growth Fund; (6) the aggregate tax
basis of shares of the International Growth Fund received by each shareholder of
the Asian Growth Fund will be the same as the aggregate tax basis of the shares
of the Asian Growth Fund exchanged therefor; (7) the International Growth Fund's
adjusted tax bases in the assets received from the Asian Growth Fund in the
Reorganization will be the same as the adjusted tax bases of such assets in the
hands of the Asian Growth Fund immediately prior to the Reorganization; (8) the
holding period of each former shareholder of the Asian Growth Fund in the shares
of the International Growth Fund received in the Reorganization will include the
period during which such shareholder held his shares of the Asian Growth Fund as
a capital asset; and (9) the International Growth Fund's holding periods in the
assets received from the Asian Growth Fund in the Reorganization will include
the holding periods of such assets in the hands of the Asian Growth Fund
immediately prior to the Reorganization.
The Asian Growth Fund has capital loss carryovers of $289,000
from the year ending in 1994 and $2,797,000 from the year ending in 1995. A
capital loss carryover can offset capital gain for the eight taxable years
succeeding the year in which the loss arises, after which time the unused
portion of the carryover will expire. Thus, while generally capital gain is
distributed and currently taxed to shareholders, capital gain realized by the
Asian Growth Fund may be offset by the capital loss carryovers and not
distributed to shareholders. The Asian Growth Fund's
<PAGE>
capital loss carryovers will expire in the years ending in 2002 and 2003,
respectively.
As a consequence of the Reorganization, the Asian Growth
Fund's capital loss carryovers will become carryovers of the International
Growth Fund and their benefits will therefore be shared with the shareholders of
the International Growth Fund. In addition, the Asian Growth Fund's current tax
year will terminate and, as a result, any unused capital loss carryovers will
expire one year sooner than they would have if the Reorganization did not take
place.
The Reorganization is unlikely to cause an ownership change of
Asian Growth Fund under Code section 382 because of the overlapping ownership of
the Asian Growth Fund and the International Growth Fund and, therefore, the
capital loss carryovers will not be subject to limitation under Code section
383. If the Reorganization does cause an ownership change, the Asian Growth Fund
capital loss carryovers available to offset International Growth Fund capital
gain would be limited for any year after the Reorganization to an amount equal
to the long-term tax-exempt rate multiplied by the equity value of the Asian
Growth Fund. For example, if an ownership change occurs at a time when the
equity value of the Asian Growth Fund is $26,000,000 and the long-term
tax-exempt rate is 5.3%, the capital gain that could be offset by the Asian
Growth Fund capital loss carryovers would be limited to $1,378,000 per year.
Changes in share ownership in the International Growth Fund
occurring subsequent to the Reorganization could cause an ownership change that
would limit the ability of the International Growth Fund to use the capital loss
carryovers. The types of owner shifts that could cause such limitation include
the acquisition of another fund by the International Growth Fund, acquisitions
of shares of the International Growth Fund by persons who acquire 5% or more of
its outstanding shares, certain dispositions of shares of the International
Growth Fund by ALIC and/or ALIAC, and certain ownership changes in Aetna Life
Insurance and Casualty Company including the merger between Aetna Life Insurance
and Casualty Company and U.S. Healthcare announced April 1, 1996.
CAPITALIZATION. The following table shows the capitalization
of the Asian Growth Fund and the International Growth Fund as of April 30, 1996,
and on a pro forma basis as of that date giving effect to the proposed
acquisition of assets at net asset value:
<PAGE>
<TABLE>
<CAPTION>
Asian Growth International Pro Forma
Fund Growth Fund Combined
---- ----------- --------
<S> <C> <C> <C>
Net assets $ $ $
NAV per
share:
Select Class $ $ $
Adviser Class $ $ $
Shares
outstanding:
Select Class
Adviser Class
</TABLE>
REGIONAL INVESTMENT CONCENTRATIONS. The chart set forth as
Schedule 1 to this Prospectus/Proxy Statement provides, on a country-by-country
basis, a breakdown of how the assets of the Portfolios were invested as of April
30, 1996, and on a pro forma basis, giving effect to the Reorganization if it
had occurred as of such date.
EXEMPTIVE APPLICATION. As of March 31, 1996, ALIAC owned
11,702 shares (0.69%) of the Select Class of the International Growth Fund and
1,762,533 shares (94.62%) of the Adviser Class of the International Growth Fund
(amounting to 49.99% of the total outstanding shares of the International Growth
Fund), and 467,409 shares (17.35%) of the Select Class of the Asian Growth Fund
(amounting to 16.89% of the total outstanding shares of the Asian Growth Fund).
In addition, Aetna Life Insurance Company, an affiliate of ALIAC, owned
2,066,778 shares (74.70%) of the Select Class of the Asian Growth Fund.
The 1940 Act generally prohibits an "affiliated person" from
selling a security or other property to a fund or from purchasing a security
from a fund, and when funds have common affiliated persons, transfers of
securities between the funds are generally prohibited. These provisions could be
deemed to prohibit the transfers contemplated by the Plan, in particular because
ALIAC and its affiliates have had a substantial level of ownership as
shareholders of the Portfolios.
However, the 1940 Act also provides that the Commission shall
issue such order granting an exemption from these prohibitions if, among other
requirements, evidence establishes that (1) the terms of the proposed
transaction, including the consideration to be paid or received, are reasonable
and fair and do not involve overreaching on the part of any person concerned,
(2) the proposed transaction is consistent with the investment policies of each
fund, and (3) the proposed transaction is consistent with the general purposes
of the 1940 Act. The Fund, ALIAC and Aetna Life Insurance Company have filed an
application with the Commission for such an order, and the Fund believes that
the applicants meet the applicable standards for the receipt of the order.
However, there can be no assurance that the
<PAGE>
Commission will issue the order. The Fund does not intend to effect the
Reorganization without receiving such an order.
REASONS FOR THE TRANSACTION
The Board considered the Reorganization at meetings on
September 19-20, 1995, September 29, 1995 and April 30, 1996. At these meetings,
ALIAC recommended to the Directors that they approve, and recommend to the
shareholders of the Asian Growth Fund for their approval, a tax-free
Reorganization of the Asian Growth Fund into the International Growth Fund, in
accordance with the terms of the Plan.
Management of ALIAC ("Management") has been of the view that
the Asian Growth Fund was unable to achieve a significant growth of assets and
therefore has been unable to achieve economies of scale.
Management evaluated the risk profile of the Asian Growth Fund
and informed the Board of its belief that, as a general matter, long-term
capital appreciation may more likely be realized through investments in a more
diversified international investment portfolio such as that of the International
Growth Fund because the Asian Growth Fund may have a greater risk exposure than
the International Growth Fund due to the mandatory concentration of investments
within certain Asian countries. At the Board meetings, Management informed the
Board of its belief that a reduction in expenses could potentially be realized
as a result of the elimination of duplicative costs presently incurred for
services that are performed for both Portfolios.
In making its recommendation, Management considered the fact
that ALIAC is the investment adviser to both Portfolios. In addition, Management
considered the similarities of the investment objective and policies of the
Portfolios and the fact that the Portfolios share the same service providers.
Further, Management considered that the Reorganization would be effected as a
tax-free reorganization.
Given the above factors and the similarity in the investment
strategies of the Asian Growth Fund and the International Growth Fund, ALIAC
concluded that combining the two Portfolios would be appropriate and would
enable the shareholders of the combined portfolio to benefit from certain
economies of scale, including a lower expense ratio than that currently
experienced by the Asian Growth Fund, while also affording shareholders the
continuing opportunity to participate in a portfolio of foreign securities.
ALIAC also believes that by combining the Portfolios, ALIAC will be able to
concentrate its marketing resources on a single foreign stock fund to attract
investors interested in such a fund.
ALIAC indicated to the Board its belief that the most
appropriate method of combining the Asian Growth Fund into the International
Growth Fund would be through a tax-free acquisition of the assets of the Asian
Growth Fund by the International
<PAGE>
Growth Fund. ALIAC also informed the Board of its belief that an Asian Growth
Fund shareholder could conclude that shares of the International Growth Fund
are, on balance, a more favorable investment than shares of the Asian Growth
Fund due to the International Growth Fund's potential for achieving long term
capital appreciation through foreign investments with potentially less short
term volatility than the Asian Growth Fund. ALIAC also stated that the
Reorganization is a better alternative than a taxable redemption of Asian Growth
Fund shares or an outright liquidation and dissolution of the Asian Growth Fund.
In considering ALIAC's proposal, the Board considered other
alternatives that are available to shareholders, including the ability to redeem
shares of the Asian Growth Fund prior to the Reorganization.
In reaching its decision to recommend shareholder approval of
the Reorganization, the Board made inquiries into a number of factors. The Board
was informed of the expense ratios of the Portfolios, and of applicable expense
waivers, as described above. In addition, the Board was advised that ALIAC could
not agree to indefinitely extend its voluntary expense waiver and reimbursement
arrangement. Without giving effect to ALIAC's voluntary waiver/reimbursement,
the expense ratio of the Asian Growth Fund had been 2.01% and 2.75%, for the
Select Class and Adviser Class, respectively.
The Board considered the contractual rate of the advisory fees
payable by each Portfolio, noting that, at then current asset levels and as of
the date of this Prospectus/Proxy Statement, the International Growth Fund pays
a monthly fee at an annual rate of .850% of average daily net assets and that
the Asian Growth Fund pays a monthly fee equal to 1.00% of its average net
assets. The Board also considered the following comparative investment
performance information regarding the Portfolios:
<PAGE>
<TABLE>
<CAPTION>
Total Return Information
------------------------
One Year Period From Inception
ended October 31, 1995 of Portfolio
---------------------- ------------
Adviser Class
- -------------
<S> <C> <C>
International Growth % %
Asian Growth % %
Select Class
- ------------
International Growth % %
Asian Growth % %
</TABLE>
The factors considered by the Board included, among other
things: (1) recent and anticipated asset and expense levels of the Portfolios
and future prospects of each Portfolio; (2) the similarity of the investment
advisory, distribution and administration arrangements, the fact that the
Portfolios have the same custodian, transfer agent, dividend disbursing agent
and independent accountants (the "Service Providers"), and the fact that the
Portfolios expect the Reorganization to realize savings in fixed expenses
because of resulting efficiencies in administration, portfolio management, and
marketing; (3) alternative options to the Reorganization; (4) the potential
benefits to Aetna; (5) the terms and conditions of the Reorganization; (6) the
similarity of the investment objectives, policies and restrictions of the two
Portfolios; (7) the representation that Aetna would bear the costs of the
Reorganization; and (8) the tax consequences expected to result from the
Reorganization.
Based upon these factors, the Directors, unanimously
determined that the transaction would not result in dilution of the interests
of, and would be in the best interest of, the shareholders of each of the
Portfolios and recommended that the shareholders of the Asian Growth Fund
approve the Reorganization and the Plan. The Directors present at the April 30,
1996 Board Meeting constituted a majority of all of the Directors and a majority
of those Directors who are not "interested persons" of ALIAC or the Portfolios,
within the meaning of the 1940 Act (the "Independent Directors").
COMPARISON OF THE PORTFOLIOS' INVESTMENT OBJECTIVES AND POLICIES
GENERAL. The investment objectives and policies of the
Portfolios are similar. Both seek long-term capital growth by investing in a
diversified portfolio of common stocks principally traded in countries outside
of North America. While the Asian Growth Fund's principal investments are
limited to countries in Asia excluding Japan, the International Growth Fund may
invest principally in a broader range of countries, including 8 of the 12
countries in which the Asian Growth Fund may currently invest - Hong Kong,
Indonesia, South Korea, Malaysia, the Philippines, Singapore, Taiwan, and
Thailand.
<PAGE>
ASIAN GROWTH FUND. The Asian Growth Fund seeks long-term
growth of capital primarily through investment in a diversified portfolio of
common stocks principally traded in countries in Asia excluding Japan. The Asian
Growth Fund does not target any given level of current income. The Asian Growth
Fund seeks to achieve its objective by investing at least 65% of its total
assets among securities principally traded in China, Hong Kong, India,
Indonesia, Malaysia, Pakistan, the Philippines, Singapore, South Korea, Sri
Lanka, Taiwan, and Thailand. The Asian Growth Fund invests primarily in equity
securities but may invest in convertible and preferred stocks. In addition, the
Asian Growth Fund may invest up to 10% of its assets in long-term debt
securities if ALIAC believes they will provide superior returns to common
stocks. The Asian Growth Fund may also enter into forward foreign exchange
contracts and purchase financial futures or options, and purchase securities on
a when-issued or delayed-delivery basis.
INTERNATIONAL GROWTH FUND. The International Growth Fund seeks
long-term capital growth primarily through investment in a diversified portfolio
of common stocks principally traded in countries outside North America. The
International Growth Fund does not target any given level of current income. The
International Growth Fund seeks to achieve its objective by investing at least
65% of its total assets among securities principally traded in three or more
countries including Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Indonesia, Italy, Japan, Korea, Luxembourg, Malaysia, New
Zealand, the Netherlands, Norway, the Philippines, Singapore, Spain, Sweden,
Switzerland, Taiwan, Thailand and the United Kingdom. The International Growth
Fund invests primarily in equity securities but may invest in convertible and
preferred stocks. Further, from time to time the International Growth Fund may
hold up to 10% of its total assets in long-term debt securities with an
equivalent Standard & Poor's Corporation or Moody's Investors Service, Inc.
rating of AA/Aa or above.
The International Growth Fund may enter into forward foreign
exchange contracts or purchase financial futures or options (including options
on futures) as a means to moderate the impact of foreign currency fluctuations.
It also may purchase securities on a when-issued or delayed-delivery basis.
INFORMATION ABOUT THE PORTFOLIOS
INVESTMENT ADVISORY AGREEMENTS. The investment advisory
agreement between the International Growth Fund and ALIAC (the "Investment
Advisory Agreement") contains terms that are the same as those set forth in the
current investment advisory agreement between the Asian Growth Fund and ALIAC
except as set forth below with respect to advisory fees.
ALIAC, a Connecticut corporation with its principal offices at
151 Farmington Avenue, Hartford, Connecticut 06156, is registered with the
Commission as an investment adviser and, in addition to managing the Portfolios,
provides investment advisory
<PAGE>
services to other investment companies and for its general account, all of which
together hold over $22 billion in assets. ALIAC is an indirect wholly owned
subsidiary of Aetna Life and Casualty Company, a diversified financial services
company.
Under the Investment Advisory Agreement, ALIAC is, subject to
the supervision of the Board, responsible for managing the assets of each
Portfolio in accordance with its investment objectives and policies. ALIAC
furnishes all necessary facilities and pays the salaries and other related costs
of personnel engaged in providing investment advice to the Fund. It also pays
salary, other fees and expenses for Directors and officers of the Fund who are
employees or affiliated persons of ALIAC.
It is expected that on or about August 1, 1996, Aeltus
Investment Management Inc., an affiliate of ALIAC, will enter into a
sub-advisory agreement with ALIAC. Pursuant to the subadvisory agreement, Aeltus
would among other things, engage in portfolio transaction on behalf of
International Growth Fund, subject to the supervision and oversight of ALIAC and
the Board Aeltus would receive an annual fee of % of the International Growth
Fund's average daily net assets, paid by ALIAC.
SHARE OWNERSHIP BY ALIAC. As of March 31, 1996, ALIAC owned
0.69% of the Select Class and 94.62% of the Adviser class of the International
Growth Fund. In the future, ALIAC may redeem a portion of its investment. ALIAC
does not expect that the liquidation of a portion of its investment will have a
material impact on the expense ratio of the International Growth Fund.
ADVISORY AND DISTRIBUTION FEES. Under the current investment
advisory agreements of the Asian Growth Fund and the International Growth Fund,
the Portfolios pay ALIAC advisory fees at the following rates based on average
daily net assets:
Average Net Assets International
in Millions Asian Growth Fund Growth Fund
- ------------------ ----------------- --------------
First $250 1.000% 0.850%
$250 - $500 0.875% 0.800%
$500 - $750 0.850% 0.775%
$750 - $2,000 0.825% 0.750%
Over $2,000 0.800% 0.700%
THEREFORE, SHAREHOLDERS WILL, FOR THE FORESEEABLE FUTURE, BE SUBJECT TO A LOWER
CONTRACTUAL INVESTMENT ADVISORY FEE IF THE REORGANIZATION IS IMPLEMENTED, SINCE
THE RATE OF INVESTMENT ADVISORY FEES OF THE INTERNATIONAL GROWTH FUND IS
CURRENTLY LOWER THAN THOSE OF THE ASIAN GROWTH FUND AT EACH RESPECTIVE ASSET
LEVEL. If, after the Reorganization, the combined net assets of the Portfolios
remained for a complete year at the amount at which they had been at the end of
the Portfolios' most recent fiscal year-end, the aggregate investment advisory
fee payable by the International Growth Fund under the Investment Advisory
<PAGE>
Agreement with the Adviser would be $633,777 per annum, or 0.850% of such
assets.
ALIAC has agreed to waive its investment advisory fees to the
extent that a Portfolio's operating expenses (exclusive of interest, taxes,
brokerage, distribution services fees paid pursuant to a Rule 12b-1 plan and
extraordinary expenses, all to the extent permitted by applicable state
securities laws and regulations) in any year exceed the most restrictive
limitation prescribed by any state in which the Portfolio's shares are qualified
for sale. Currently, the most restrictive expense ratio limitation applicable to
each Portfolio is that of California, which amounts to 2-1/2% of the first $30
million of average daily net assets, 2% of the next $70 million and 1-1/2% of
the remaining average daily net assets of the Portfolio.
Adviser Class shares of both Portfolios are ordinarily subject
to a CDSC at a maximum rate of 1%, declining to 0% after 4 years from the date
of initial purchase. For a 30-day period following the Reorganization, the CDSC
applicable to the Adviser Class shares will be waived for all Asian Growth Fund
shareholders who redeem their newly issued shares of the International Growth
Fund. Adviser Class shares are subject to an annual distribution fee of 0.50%,
and an annual service fee of 0.25%, of the average daily net assets of the
Adviser Class. Select Class shares of both Portfolios are not subject to any
sales charge, contingent deferred sales charge, distribution fee or service fee.
Under a Rule 12b-1 distribution plan (the "Rule 12b-1 plan")
between each Portfolio (for its Adviser Class only) and ALIAC, ALIAC is paid a
Rule 12b-1 distribution fee at an annual rate of 0.50% of the average daily net
assets of the Adviser Class shares of each Portfolio. The Rule 12b-1
distribution fees may be used to cover expenses incurred in promoting the sale
of Adviser Class shares, including (i) costs of printing and distributing each
Portfolio's Prospectus, Statement of Additional Information and sales literature
to prospective investors; (ii) payments to registered representatives and other
persons who provide support services in connection with the distribution of
shares; (iii) overhead and other distribution related expenses; and (iv)
accruals for interest on the amount of the foregoing expenses that exceed Rule
12b-1 distribution fees and the CDSC received by ALIAC.
SHAREHOLDER SERVICE PLAN. Under a shareholder services plan,
ALIAC is paid a service fee at an annual rate of 0.25% of the daily net assets
of the Adviser Class shares of each Portfolio. This fee is used as compensation
for expenses incurred in servicing shareholder accounts of Adviser Class
shareholders.
ADMINISTRATOR. ALIAC also acts as administrator for both
Portfolios. For each Portfolio, ALIAC is paid a maximum administration fee of
0.25% on the first $250 million in average daily net assets (0.24% on the next
$250 million; 0.23% on the
<PAGE>
next $250 million; 0.22% on the next $250 million; 0.20% on the next $1 billion;
and 0.18% over $2 billion).
EXPENSE RATIOS. As of April 30, 1996, the Asian Growth Fund
had total net assets of approximately $_______________ and the International
Growth Fund had total net assets of approximately $_______________ . As of
October 31, 1995, the total expense ratios (before waivers) for the Select Class
and Adviser Class shares of the Asian Growth Fund were ____% and _____%,
respectively. As of the same date, the total expense ratios for the Select Class
and Adviser Class shares of the International Growth Fund were ____% and ____%,
respectively. Although the expenses actually borne by the Asian Growth Fund as
of such date were reduced due to a fee waiver/ reimbursement arrangement
implemented by ALIAC, such arrangement is subject to termination at any time.
See "Comparison of Fees and Expenses," below.
DIVIDENDS AND DISTRIBUTIONS. The dividend and distribution
policies of the Portfolios are identical. Like the Asian Growth Fund, the
International Growth Fund has no fixed dividend rate and there can be no
assurance that it will pay any dividends or realize any gains. Dividends, if
any, are generally declared and paid annually. Income dividends are derived from
investment income, including dividends, interest, realized short-term capital
gains, and certain foreign currency gains received by a Portfolio. Capital gains
distributions are derived from the Portfolio's realized long-term capital gains.
The per share dividends and distributions of Select Class shares will be higher
than the per share dividends and distributions of the Adviser Class as a result
of the distribution fees and service fees applicable to the Adviser Class. With
respect to each Portfolio, a shareholder's dividends and distributions will be
reinvested in full or fractional shares unless instructions are given to the
contrary at the time of the shareholder's initial purchase of shares. The
election may be changed by written notice which must be received by the Transfer
Agent at least 10 days prior to the next scheduled distribution. There is no
sales or other charge in connection with the reinvestment of dividends and
capital gains distributions.
PURCHASE PROCEDURES AND EXCHANGE PRIVILEGES/CONTINGENT
DEFERRED SALES CHARGE. The Portfolios have identical purchase procedures and
exchange privileges. Shares of both Portfolios are sold on a continuous basis at
net asset value. Adviser Class shares of both Portfolios are normally subject to
a CDSC on certain redemptions.
There is no CDSC on redemptions of Adviser Class shares
purchased through reinvestment of dividends or capital gains distributions or
shares purchased more than four years before the redemption. Redemptions of
Adviser Class shares within four years of purchase are normally subject to a
CDSC. The charge is assessed on an amount equal to the lesser of the current
market value or the original cost of the shares being redeemed.
No CDSC will be imposed in connection with a shareholder's
participation in the Reorganization (since the
<PAGE>
exchange of shares in connection with the Reorganization is not considered to be
a redemption for purposes of the CDSC), and for purposes of the CDSC, the value
and holding period of a shareholder's Adviser Class shares of the Asian Growth
Fund will be credited toward the CDSC imposed on any subsequent redemptions of
International Growth Fund shares received in the Reorganization. In addition,
for a 30-day period following the Reorganization, the CDSC applicable to the
Adviser Class shares will be waived for all Asian Growth Fund shareholders who
redeem their newly issued shares of the International Growth Fund. Unless the
Meeting is adjourned to a subsequent date, the vote of shareholders on the
proposed Reorganization will be rendered on August 30, 1996. Shareholders may
call ALIAC toll-free at 1-800- 367-7732 for information pertaining to action
taken at the Meeting and the waiver of the CDSC. The Fund reserves the right to
discontinue the waiver of the CDSC in the event that the Reorganization will not
be consummated. Shareholders who wish to redeem Asian Growth Fund shares prior
to the Meeting will be subject to a CDSC and should consider the impact of the
CDSC on such redemption.
REDEMPTION PROCEDURES. The Portfolios offer identical
redemption features pursuant to which proceeds of a redemption are remitted to
shareholders, and have the same minimum account balance requirement of $500 for
each Portfolio account.
GENERAL. Each Portfolio is a separate series of the Fund and,
as such, has identical rights under the Articles of Incorporation of the Fund
and applicable Maryland law. Shares of each Class of each Portfolio participate
equally in dividends and distributions from that Portfolio, including any
distributions in the event of a liquidation. Each share of a Portfolio is
entitled to one vote for all purposes. Shares of all series of the Fund vote for
the election of Directors and on any other matter that affects each Portfolio in
substantially the same manner as a single class, except as otherwise required by
law. As to matters affecting each Portfolio differently, such as approval of an
investment advisory agreement, shares of each Portfolio vote as a separate
series. Maryland law does not require registered investment companies, such as
the Fund or its series, to hold annual meetings of shareholders and it is
anticipated that shareholder meetings will be held only when specifically
required by federal or state law. Shareholders have available certain procedures
for the removal of Directors. The Fund indemnifies directors and officers to the
fullest extent permitted under Maryland law. The Directors and officers of the
Fund participate, along with other investment companies managed by ALIAC, in a
joint directors and officers liability insurance policy.
<PAGE>
ADDITIONAL INFORMATION
This Prospectus/Proxy Statement and the Related Statement of
Additional Information do not contain all of the information set forth in the
registration statement and the exhibits relating thereto filed by the Fund with
the Commission under the Securities Act of 1933 and the 1940 Act, to which
reference is hereby made. The Commission file numbers for the Prospectuses and
Statements of Additional Information that are incorporated by reference herein
are Numbers 33-41694 and 811- 6352.
Information about each of the Portfolios is included in the
Prospectuses dated March 1, 1996, copies of which are included herewith and
incorporated by reference herein. Additional information is included in the
Statement of Additional Information dated March 1, 1996, which has been filed as
part of the Related Statement of Additional Information of this Combined Proxy
Statement and Prospectus, dated July 25, 1996 and is incorporated herein by
reference.
Both Portfolios file proxy material, reports and other
information with the Commission. These documents and other information can be
inspected and copied at the Public Reference Facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Branch, Office of
Consumer Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549 at prescribed rates.
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION
This Prospectus/Proxy Statement is being furnished in connection
with the solicitation of proxies by the Board for the Meeting. It is expected
that the solicitation of proxies will be primarily by mail. Representatives of
ALIAC and its affiliates, and the Fund and service contractors retained by the
Fund, may contact shareholders directly to discuss the proposals set forth
herein, and may also solicit proxies by telephone, telegraph or personal
interview. ALIAC or its affiliates will bear the cost of solicitation of
proxies. It is anticipated that banks, broker-dealers and other institutions
will be requested to forward proxy materials to beneficial owners and to obtain
authorization for the execution of proxies. ALIAC or its affiliates may, upon
request, reimburse banks, broker-dealers and other institutions for their
expenses in forwarding proxy materials to beneficial owners.
Only shareholders of record of the Asian Growth Fund at the
close of business on July , 1996 (the "Record Date"), will be entitled to vote
at the Meeting. As of the Record Date, there were __________ shares of the Asian
Growth Fund issued and outstanding. As of July , 1996, no person other than
ALIAC and its affiliates) owned of record or beneficially 5% or more of the
<PAGE>
outstanding shares of either class of shares of the Asian Growth Fund.
ALIAC and Aetna Life Insurance Company ("ALIC") each owned of
record at least 25% of the outstanding shares of the Asian Growth Fund as of the
Record Date and therefore could be deemed to be a controlling person of the
Asian Growth Fund under the 1940 Act. However, ALIAC and ALIC have both advised
the Asian Growth Fund that each intends to vote the shares over which it has
voting power at the Meeting in the same proportion as the votes cast by other
shareholders (those that are unaffiliated with ALIAC).
If the accompanying proxy is executed and returned in time for
the Meeting, the shares covered thereby will be voted in accordance with the
instructions thereon. In the absence of any instructions, such proxy will be
voted to approve the Reorganization and the Charter Amendment. Any shareholder
giving a proxy may revoke it at any time before the Meeting by submitting to the
Fund a written notice of revocation or a subsequently executed proxy, or by
attending the Meeting and voting in person.
If a proxy represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does have
discretionary power) or marked with an abstention (collectively, "abstentions"),
the shares represented thereby will be considered to be present at the meeting
for purposes of determining the existence of a quorum for the transaction of
business.
QUORUM AND ADJOURNMENTS
A quorum is constituted by the presence in person or by proxy of
the holders of a majority of the total number of shares outstanding and entitled
to vote, with respect to the Asian Growth Fund. If a quorum is not present at
the Meeting, or if a quorum is present but sufficient votes to approve the
Reorganization are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies (but
not more than 120 days after the original record date). In determining whether
to adjourn the Meeting, the following factors may be considered: the nature of
the proposals that are the subject of the Meeting, the percentage of votes
actually cast, the percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to shareholders with
respect to the reasons for the solicitation. Any adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote for or against an
adjournment based on their determination of what is in the best interests of the
shareholders, taking into consideration the factors discussed above. A
shareholder vote may be taken prior to any adjournment if sufficient votes have
been received for approval.
<PAGE>
APPRAISAL RIGHTS
The Articles of Incorporation of the Fund do not grant
shareholders any rights of share appraisal. Shareholders have the right to
redeem their shares of the Asian Growth Fund at net asset value at any time
until the close of business on the business day prior to the Closing Date of the
Reorganization and, thereafter, shareholders may redeem from the International
Growth Fund the International Growth Fund shares acquired by them in the
Reorganization.
OTHER BUSINESS
The Board of Directors of the Fund knows of no other business
to be brought before the Meeting. However, if any other matters come before the
Meeting, proxies that do not contain specific restrictions to the contrary will
be voted on such matters in accordance with the judgment of the persons named as
Proxies.
FUTURE SHAREHOLDER PROPOSALS
Pursuant to rules adopted by the Commission under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), Shareholders may
request inclusion in the Fund's proxy statement for an annual meeting of
shareholders proposals that they intend to introduce at such meeting. Any such
proposals must be presented a reasonable time before the proxy materials for the
next meeting are sent to shareholders. The submission of a proposal does not
guarantee its inclusion in the proxy statement and is subject to limitations
under the 1934 Act. The Fund does not hold annual meetings of shareholders. For
this reason, no anticipated date of the next meeting, if any, can be provided.
THE BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT DIRECTORS, OF
AETNA SERIES FUND, INC. RECOMMEND APPROVAL OF THE PLAN AND THE RELATED CHARTER
AMENDMENT.
<PAGE>
MISCELLANEOUS
FINANCIAL STATEMENTS.
The financial statements of the Portfolios incorporated by
reference in the Related Statement of Additional Information relating to this
Prospectus/Proxy Statement have been audited by KPMG Peat Marwick LLP,
independent accountants, for the periods indicated in their report thereon,
which is included in the annual report to shareholders for the year ended
October 31, 1995.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROSPECTUS/PROXY
STATEMENT AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND,
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY AETNA SERIES FUND, INC. OR ALIAC. THIS
PROSPECTUS/PROXY STATEMENT DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION
IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
Pro Forma Schedule of Investments
As of April 30, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL INTERNATIONAL ASIAN GROWTH ASIAN PRO FORMA
COUNTRY GROWTH ASSETS GROWTH % ASSETS GROWTH % ASSETS PRO FORMA %
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Argentina 373,750 0.9% - 373,750 0.6%
Australia 926,157 2.3% - 926,157 1.4%
Austria 344,848 0.8% - 344,848 0.5%
Belgium 576,602 1.4% - 576,602 0.9%
Canada 1,295,666 3.2% - 1,295,666 2.0%
Chile 379,125 0.9% - 379,125 0.6%
Denmark 849,471 2.1% - 849,471 1.3%
Finland 1,353,301 3.3% - 1,353,301 2.0%
France 1,697,357 4.2% - 1,697,357 2.6%
Germany 2,431,072 6.0% - 2,431,072 3.7%
Hong Kong 1,687,228 4.1% 8,661,606 34.1% 10,348,833 15.6%
Indonesia 1,276,991 3.1% 1,988,590 7.8% 3,265,582 4.9%
Ireland 305,176 0.7% - 305,176 0.5%
Italy 1,626,722 4.0% - 1,626,722 2.5%
Japan 10,977,851 26.9% - 10,977,851 16.6%
Korea 499,500 1.2% 1,327,578 5.2% 1,827,078 2.8%
Malaysia 1,182,744 2.9% 5,022,823 19.8% 6,205,567 9.4%
Mexico 497,375 1.2% - 497,375 0.8%
Netherlands 1,762,797 4.3% - 1,762,797 2.7%
Norway 1,294,792 3.2% - 1,294,792 2.0%
New Zealand - -
Philippines 641,051 1.6% 1,441,605 5.7% 2,082,656 3.1%
South Africa - - -
Singapore 665,007 1.6% 1,755,121 6.9% 2,420,128 3.7%
Spain 676,955 1.7% - 676,955 1.0%
Sweden 880,158 2.2% - 880,158 1.3%
Switzerland 909,195 2.2% - 909,195 1.4%
Taiwan 178,400 0.4% - 178,400 0.3%
Thailand 516,040 1.3% 3,816,471 15.0% 4,332,511 6.5%
U.K. 3,854,734 9.4% - 3,854,734 5.8%
Cash 1,154,036 2.8% 1,373,060 5.4% 2,527,096 3.8%
Total 40,814,103 100.0% 25,386,853 100.0% 66,200,956 100.0%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
All amounts indicated in U.S. Dollars.
<PAGE>
EXHIBIT A
PLAN OF REORGANIZATION AND LIQUIDATION
THIS PLAN OF REORGANIZATION AND LIQUIDATION (the "Plan") is adopted by Aetna
Series Fund, Inc. a Maryland corporation (the "Fund"), on behalf of two of its
portfolios, the Aetna Asian Growth Fund and the Aetna International Growth Fund
(the "Portfolios") as of April 30, 1996.
W I T N E S S E T H :
WHEREAS, the Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, this Plan is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended, such reorganization to consist of the transfer
of all of the assets of the Asian Growth Fund in exchange for shares of stock,
par value $0.001 per share, of the International Growth Fund ("International
Growth Fund Shares"), the assumption by the International Growth Fund of stated
liabilities of the Asian Growth Fund, and the distribution, after the Closing
(as defined in Section 4) of International Growth Fund Shares to the
shareholders of the Asian Growth Fund in liquidation of the Asian Growth Fund,
all upon the terms and conditions hereinafter set forth in this Plan; and
WHEREAS, the Board of Directors of the Fund, including a majority of the
Directors who are not interested persons of the Fund, within the meaning of the
1940 Act, has determined with regard to each Portfolio that participating in the
transactions contemplated by this Plan is in the best interests of the
Portfolios and that the interests of shareholders of the Portfolios will not be
diluted as a result of such transactions.
NOW, THEREFORE, the Board of Directors of the Fund hereby adopts and declares
the following Plan:
1. TRANSFER OF ASSETS. Subject to the terms and conditions set forth herein, at
the Closing the Fund shall transfer all of the assets of the Asian Growth Fund
to the International Growth Fund, and in consideration therefor, the
International Growth Fund shall assume all of the Liabilities (as defined
herein), and issue to the Fund, on behalf of the Asian Growth Fund,
International Growth Fund Shares (the "New Shares") having an aggregate net
asset value equal to the value of the assets of the Asian Growth Fund
transferred less the Liabilities assumed. "Liabilities" shall mean the
liabilities and obligations reflected in an unaudited statement of assets and
liabilities of the Asian Growth Fund as of the close of business on the
Valuation Date (as hereinafter defined), determined in accordance with generally
accepted accounting principles consistently
<PAGE>
applied from the Asian Growth Fund's most recently completed audit period. The
net asset value of the New Shares and the value of the net assets of the Asian
Growth Fund to be transferred shall be determined as of the close of regular
trading on the New York Stock Exchange on the business day next preceding the
Closing (the "Valuation Date") using the valuation procedures set forth in the
then current prospectus and statement of additional information of the
International Growth Fund.
The International Growth Fund shall assume only the Liabilities, and no other
liabilities or obligations, whether absolute or contingent, known or unknown,
accrued or unaccrued. All Liabilities that exist at or after the Closing shall,
after the Closing, attach to the International Growth Fund and may be enforced
against the International Growth Fund to the same extent as if the same had been
incurred by the International Growth Fund.
2. LIQUIDATION OF THE ASIAN GROWTH FUND. Upon the consummation of the
transactions referred to in Section 1, the New Shares will be issued to the
Fund, to be credited to the accounts of shareholders of record of the Asian
Growth Fund at the close of business on the Valuation Date. At or as soon as
practicable after the Closing, the New Shares will be distributed to such
shareholders in exchange for and in liquidation and cancellation of the shares
of the Asian Growth Fund, each such shareholder to receive the number of New
Shares that is equal in dollar amount to the value of share of beneficial
interest of the Asian Growth Fund held by such shareholder as of the close of
business on the Valuation Date. Such distribution will be accomplished by the
establishment of an open account on the share records of the International
Growth Fund in the name of each shareholder of the Asian Growth Fund and
representing the respective number of New Shares due such shareholder. For these
purposes, the shareholders of record of the Asian Growth Fund as of the close of
business on the Valuation Date shall be certified by the Fund's transfer agent.
The transactions contemplated in Section 1 and above in this Section 2 shall be
effected on a class by class basis, by the delivery of New Shares of the Adviser
Class and Select Class of the International Growth Fund to the Fund and the pro
rata distribution of those shares to Adviser Class and Select Class
shareholders, respectively, of the Asian Growth Fund, so that the Adviser Class
and Select class shareholders of the Asian Growth Fund will become Adviser Class
and Select Class shareholders, respectively, of the International Growth Fund
and receive the same dollar amount in New Shares of the Adviser Class or Select
Class, as the case may be, as was held in such class of shares of the Asian
Growth Fund at the close of business on the Valuation Date.
The Fund shall file on behalf of the Asian Growth Fund such instruments of
dissolution, if any, as are necessary to effect the dissolution of the Asian
Growth Fund and shall take all other steps necessary to effect a complete
liquidation and dissolution of the Asian Growth Fund, which may include (or
consist
<PAGE>
exclusively of) the filing of the Articles of Amendment referred to in Section
6, below.
3. REPRESENTATIONS AND WARRANTIES.
(a) The Fund, on behalf of the Asian Growth Fund, hereby represents and
warrants to the International Growth Fund as follows:
(i) the Fund is duly organized, validly existing and in good
standing under the laws of the State of Maryland and has full power and
authority to conduct its business as presently conducted;
(ii) the Fund has full power and authority to execute, deliver
and carry out the terms of this Plan on behalf of the Asian Growth Fund;
(iii) the execution and delivery of this Plan on behalf of the
Asian Growth Fund and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Fund or the
shareholders of the Asian Growth Fund (other than as contemplated in Section
4(f) are necessary to authorize this Plan and the transactions contemplated
hereby;
(iv) this Plan has been duly executed by the Fund on behalf of
the Asian Growth Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting creditors'
rights generally, and general equitable principles;
(v) neither the execution and delivery of this Plan by the
Fund on behalf of the Asian Growth Fund, nor the consummation by the Fund on
behalf of the Asian Growth Fund of the transactions contemplated hereby will
conflict with, result in a breach or violation of or constitute (or with notice,
lapse of time or both constitute) a breach of or default under, the Articles of
Incorporation or By-Laws of the Fund, or any statute, regulation, order,
judgment or decree or any instrument, contract or other agreement to which the
Fund is a party or by which the Fund or any of its assets is subject or bound;
and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Plan by the Fund on behalf of the Asian Growth
Fund or the consummation of any transactions contemplated hereby the Fund, other
than as shall be obtained at or prior to the closing.
(b) The Fund, on behalf of the International Growth Fund, hereby
represents and warrants to the Asian Growth Fund as follows:
<PAGE>
(i) The Fund, on behalf of the International Growth Fund,
hereby represents and warrants to the Asian Growth Fund as follows:
(ii) The Fund has full power and authority to execute, deliver
and carry out the terms of this Plan on behalf of the International Growth Fund;
(iii) the execution and delivery of this Plan on behalf of the
International Growth Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Fund or
the shareholders of the International Growth Fund are necessary to authorize
this Plan and the transactions contemplated hereby;
(iv) this Plan has been duly executed by the Fund on behalf of
the International Growth Fund and constitutes it s valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting creditors'
rights generally, and general equitable principles;
(v) neither the execution and delivery of this Plan by
the Fund on behalf of the Asian Growth Fund, nor the consummation
by the Fund on behalf of the Asian Growth Fund of the transactions contemplated
hereby will conflict with, result in a breach or violation of or constitute (or
with notice, lapse of time or both constitute) a breach of or default under, the
Articles of Incorporation or By-Laws of the Fund, or any statute, regulation,
order, judgement or decrease or any instrument, contract or other agreement to
which the Fund is a party or by which the Fund or any of its assets is subject
or bound; and
(vi) no authorization, consent or approval of any governmental
or other public body or authority or any other party is necessary for the
execution and delivery of this Plan by the Fund, other than as shall e obtained
at or prior to the closing.
4. CONDITIONS PRECEDENT. The obligations of the Fund to effectuate the
Plan of Reorganization and Liquidation hereunder shall be subject to the
satisfaction of the following conditions:
(a) At or immediately prior to the Closing, the Fund shall have
declared and paid a dividend or dividends which, together with all
previous such dividends, shall have the effect of distributing to the
shareholders of the Asian Growth Fund all of the Portfolio's investment
company taxable income for taxable years ending at or prior to the
Closing (computed without regard to any deduction for dividends paid)
and all of its net capital gain, if any, realized in taxable years
ending at or prior to the closing (after reduction for any capital loss
carry-forward);
(b) Such authority and orders from the Securities and Exchange
Commission (the "Commission") and state securities commissions as may
be necessary to permit the Fund to carry
<PAGE>
out the transactions contemplated by this Plan shall have been
received;
(c) A registration statement of the Fund on Form N-14 under the
Securities Act of 1933, as amended (the "Securities Act"), and such
amendment or amendments thereto as are determined by the Board of
directors of the Fund to be necessary and appropriate to effect such
registration of the New Shares (the "Registration Statement"), shall
have been filed with the Commission and shall have become effective,
and no stop-order suspending the effectiveness of such Registration
Statement shall have been issued, and no proceeding for that purpose
shall have been initiated or threatened by the Commission (unless
withdrawn or terminated);
(d) The New Shares shall have been duly qualified for offering to the
public in all states in which such qualification required for
consummation of the transactions contemplated hereunder.
(e) The Board of Directors of the Fund shall have received a legal
opinion from outside counsel, in form and substance reasonably
satisfactory to the Board of Directors of the Fund, as to tax and
corporate matters related to this Plan, including, without limitation,
that the proposed reorganization will not result in any taxable gain or
loss to the Asian Growth Fund or its shareholders; and
(f) This Plan and the proposed reorganization contemplated hereby shall
have been approved by shareholders of the Asian Growth Fund in
accordance with the 1940 Act and Maryland law, at a meeting of
shareholders of the Asian Growth Fund to be duly called for such
purpose.
5. CLOSING. The Closing shall be held at the offices of the Fund and shall occur
as of the commencement of business on (a) August 30, 1996, or (b) if all
regulatory or shareholder approvals shall not have been received by such date,
then on the first Monday following receipt of all necessary regulatory approvals
and the final adjourned meeting of shareholders of the Asian Growth Fund at
which this Plan is considered and approved, or (c) such later time as the Fund
may determine, giving consideration to the best interests of the Portfolios. All
acts taking place at the Closing shall deemed to take place simultaneously
unless otherwise provided.
6. ARTICLES OF AMENDMENT. For purposes of Maryland corporation law, the
transactions contemplated by this Plan will be effectuated by Articles of
Amendment, substantially in the form attached hereto as Exhibit A, which will
amend the Articles of Incorporation of the Fund to provide, among other things,
that all shares of the Asian Growth Fund will be exchanged for, and converted
and reclassified into, New Shares.
7. EXPENSES. The expenses of the transactions contemplated by this Plan shall be
borne by Aetna Life Insurance and Annuity
<PAGE>
Company or an affiliate thereof, whether or not the transactions contemplated
hereby are consummated.
8. TERMINATION. This Plan and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Directors of the Fund, at
any time prior to the Closing, if circumstances should develop that, in the
opinion of the Board, in its sole discretion, make proceeding with this Plan
inadvisable for either Portfolio. In the event of any such termination, there
shall be no liability for damages on the part of either Portfolio, or its agent
or officers, to the other Portfolio, or its agents or officers.
9. AMENDMENTS. This Plan may be amended, waived or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the Fund
with respect to either Portfolio; provided, however, that following the meeting
of the Asian Growth Fund shareholders called by the Fund pursuant to Section
4(f) of this Plan, no such amendment, waiver or supplement may have the effect
of changing the provisions for determining the amount of International Growth
Fund Shares to be issued to the Asian Growth Fund shareholders under this Plan,
or otherwise to the detriment of such shareholders, without their further
approval.
10. GOVERNING LAW. This Plan shall be governed and construed in accordance with
the laws of Maryland, without giving effect to the conflicts of laws provisions
thereof.
11. FURTHER ASSURANCES. The Fund, with respect to the Asian Growth Fund and the
International Growth Fund, shall take such further action, prior to, at, and
after the Closing, as may be necessary or desirable and proper to consummate the
transactions contemplated hereby.
IN WITNESS WHEREOF, the Board of Directors of the Fund has caused this Plan to
be executed on behalf of each Portfolio as of the date first set forth above by
their duly authorized representatives.
AETNA SERIES FUND, INC.
on behalf of Aetna Asian Growth Fund
Attest:
By:______________________________
- ----------------
AETNA SERIES FUND, INC.
on behalf of Aetna International Growth
Fund
<PAGE>
Attest:
By:___________________________
- ------------------
<PAGE>
EXHIBIT A TO THE PLAN OF REORGANIZATION
AND LIQUIDATION
AETNA SERIES FUND, INC.
ARTICLES OF AMENDMENT
AETNA SERIES FUND, INC., a Maryland corporation registered as
an open-end investment company under the Investment Company Act of 1940 and
having its principal office in the State of Maryland in Baltimore City, Maryland
(hereinafter referred to as the "Corporation") hereby certifies to the State
Department of Assessments and Taxation of Maryland (the "Department") that:
FIRST: In connection with and in furtherance of a plan of
reorganization and liquidation of the Aetna Asian Growth Fund, a separate fund
and series of stock of the Corporation (the "Asian Growth Fund"), the
Corporation hereby amends its Charter as currently in effect, consisting of
Articles of Incorporation filed with the Department on June 17, 1991 (the
"Articles of Incorporation"), Articles Supplementary filed with the Department
on September 27, 1993 (the "September 27, 1993 Articles Supplementary"),
Articles Supplementary filed with the Department on November 1, 1993 (the
"November 1, 1993 Articles Supplementary"), and Articles Supplementary filed
with the Department on September 27, 1994 (the "September 27, 1994 Articles
Supplementary") to include the following:
A. As of the Effective Date (as hereinafter defined):
(i) all assets belonging to the Asian Growth Fund
shall be transferred to, and become assets belonging to, the Aetna International
Growth Fund, a separate fund and series of stock of the Corporation (the
"International Growth Fund") and all liabilities and obligations reflected in
the unaudited statement of assets and liabilities of the Asian Growth Fund as of
the close of business on the business day immediately preceding the Effective
Date (the "Valuation Date") shall be assumed by, and become liabilities
belonging to, the International Growth Fund.
(ii) each unissued Class A Share of the Aetna
Asian Growth Fund series of stock of the Corporation, par value $0.001 per Share
("Class A Asian Growth Fund Shares") shall be reclassified into one unissued
Class A Share of the International Growth Fund Series of stock of the
Corporation, par value $0.001 per share ("Class A International Growth Fund
Shares"), and each unissued Class B Share of the Asian Growth Fund series of
stock of the Corporation, par value $0.001 per share ("Class B Asian Growth Fund
Shares") shall be reclassified into one unissued Class B Share of the
International Growth Fund Series of Stock of the Corporation ("Class B
International Growth Fund Shares"). The Class A Asian Growth Fund Shares and the
Class B Asian Growth Fund Shares are hereinafter sometimes collectively referred
to as "Asian Growth Fund Shares" and the Class A International Growth Fund
Shares and the Class B International Growth Fund Shares are sometimes
hereinafter referred to collectively as "International Growth Fund Shares."
<PAGE>
(iii) all issued and outstanding Class A Asian
Growth Fund Shares (including fractional shares, if any), shall be exchanged for
and converted and reclassified into Class A International Growth Fund Shares and
all issued and outstanding Class B Asian Growth Fund Shares (including
fractional shares, if any), shall be exchanged for and reclassified into Class B
International Growth Fund Shares at the Conversion Rate Per Asian Growth Fund
Share (as hereinafter defined). For purposes hereof, the Conversion Rate Per
Asian Growth Fund Share shall be the number or fraction which is equal to: (a)
the number of International Growth Fund Shares having an aggregate net value
equal to the value of the net assets belonging to the Asian Growth Fund
transferred to the International Growth Fund (the "New Shares"); divided by (b)
the number of issued and outstanding Asian Growth Fund Shares; and each Asian
Growth Fund Share shall be exchanged, converted and reclassified for and into a
number of International Growth Fund Shares (and/or fractional shares, if any)
equal to the Conversion Rate Per Asian Growth Fund Share. The net asset value of
the New Shares and the value of the net assets of the Asian Growth Fund
transferred to the International Growth Fund shall be determined as of the close
of regular trading on the New York Stock Exchange on the Valuation Date using
the valuation procedures set forth in the then current prospectus and statement
of additional information of the International Growth Fund. Such exchange,
conversion and reclassification of all of the issued and outstanding Asian
Growth Fund Shares for and into International Growth Fund Shares will take place
on the Effective Date automatically and without further action on the part of
the Corporation.
B. Upon the exchange, conversion and reclassification of all
of the issued and outstanding Asian Growth Fund Shares for and into
International Growth Fund Shares, all issued and outstanding Asian Growth Fund
Shares shall be deemed canceled and the provisions of the Charter set forth in
the November 1, 1993 Articles Supplementary designating and classifying shares
of stock of the Corporation into the Asian Growth Fund Shares, establishing and
describing the preferences, rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption of the Asian
Growth Fund Shares and the description, and terms and conditions, of various
classes of Asian Growth Fund Shares shall be deleted from the Charter of the
Corporation.
SECOND: The amendments to the Charter of the Corporation
herein set forth were duly advised by the Board of Directors of the Corporation
and approved by the Stockholders entitled to vote thereon, as required by the
Charter and Bylaws of the Corporation and applicable law.
THIRD: The amendments set forth herein do not increase the
authorized capital stock of the Corporation.
FOURTH: The amendments set forth herein shall become effective
and all of the issued and outstanding Asian Growth Fund Shares shall be
exchanged for and converted and reclassified into International Growth Fund
Shares, as provided herein, as of the
<PAGE>
close of business on the date (the "Effective Date") which is the later of: (i)
August 30, 1996; and (ii) the date on which these Articles of Amendment, having
been duly advised, approved, signed, acknowledged and sealed by the Corporation
as required by the laws of the State of Maryland and not having been abandoned
prior to the Effective Date by majority vote of the entire Board of Directors of
the Corporation, are filed for record with the Department.
IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to be executed in its name and on its behalf by its undersigned
President and witnessed or attested to by its undersigned Secretary as of this
_______ day of ___________________, 1996 and its undersigned President
acknowledges that these Articles of Amendment are the act and deed of the
Corporation and, under penalties of perjury, that the matters and facts set
forth herein are true in all material respects to the best of his knowledge,
information and belief.
ATTEST: AETNA SERIES FUND, INC.
By:___________________________ By:____________________________
Name: Name:
Title: Title:
<PAGE>
PART B
Related Statement of Additional Information
AETNA SERIES FUND, INC.
This Related Statement of Additional Information is not a prospectus
but should be read in conjunction with the Combined Proxy Statement/Prospectus
dated July 25, 1996, which may be obtained from Aetna Series Fund, Inc. (the
"Fund"), 151 Farmington Avenue, Hartford, Connecticut 06156. Further information
about the Aetna Asian Growth Fund and Aetna International Growth Fund is
contained in and incorporated by reference to the Statement of Additional
Information of the Fund dated March 1, 1996. Incorporated by reference herein
are: The audited financial statements of the Asian Growth Fund and International
Growth Fund for the period ended October 31, 1995.
The pro forma combined statement of assets and liabilities reflects the
financial position of International Growth Fund at April 30, 1996 as though the
Reorganization occurred as of that date. The pro forma combined statement of
operations reflects the results of operations of the International Growth Fund
and Asian Growth Fund for the period ended April 30, 1996 as though the
Reorganization occurred at the beginning of the period presented.
<PAGE>
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
AETNA SERIES FUND, INC.
Asian Growth Fund
PART C
Item 15. Indemnification.
Article 9, Section (d) of the Registrant's Articles of
Incorporation, incorporated herein by reference to Exhibit 24(b)(1) to
Registrant's Registration Statement on Form N-1A (File No. 33-85620), as filed
electronically on June 28, 1995, provides for indemnification of directors and
officers. In addition, the Registrant's officers and directors are covered under
a directors and officers errors and omissions liability insurance policy issued
by Gulf Insurance Company which expires on October 1, 1996.
Reference is also made to Section 2-418 of the Corporations
and Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify its
directors for judgments, fines and expenses in proceedings in which the director
is named a party solely by reason of being a director, provided the director has
not acted in bad faith, dishonestly or unlawfully, and provided further that the
director has not received any "improper personal benefit"; and (2) that a
corporation must (unless otherwise provided in the corporation's charter or
articles of incorporation) indemnify a director who is successful on the merits
in defending a suit against him by reason of being a director for "reasonable
expenses." The statutory provisions are not exclusive; i.e., a corporation may
provide greater indemnification rights than those provided by statute.
Item 16. Exhibits.
Exhibit No.
- -----------
EX-99.1(a) Articles of Incorporation. (1)
EX-99.1(b) Articles Supplementary to Articles of Incorporation.
(1)
EX-99.1(c) Form of Articles of Amendment to Charter (filed
herewith as part of Exhibit A to Part A).
EX-99.2 By-laws. (1)
<PAGE>
Exhibit No.
- -----------
EX-99.3 Inapplicable.
EX-99.4 Plan of Reorganization and Liquidation (filed
herewith as Exhibit A to Part A).
EX-99.5 Inapplicable.
EX-99.6 Investment Advisory Agreement between each fund of
the Registrant and ALIAC. (2)
EX-99.7 Underwriting Agreement between the Registrant and
ALIAC. (2)
EX-99.8 Inapplicable.
EX-99.9(a) Custodian Agreement between the Registrant and Brown
Brothers Harriman & Company (International Growth
Portfolio). (3)
EX-99.9(b) Custodian Agreement between the Registrant and Brown
Brothers Harriman & Company (Asian Growth Portfolio).
(3)
EX-99.9(c) Custodian Agreement between the Registrant and Melon
Bank, N.A. (1)
EX-99.9(d) Amendments to Custodian Agreement between the
Registrant and Melon Bank, N.A. (1)
EX-99.10 Rule 12b-1 Plan. (2)
EX-99.11(a) Opinion of Kramer, Levin, Naftalis & Frankel as to
the legality of the securities being issued. (6)
EX-99.11(b) Opinion of Ballard, Spahr, Andrews & Ingersoll as to
the legality of the securities being issued. (6)
EX-99.12 Opinion of Kramer, Levin, Naftalis & Frankel as to
tax consequences. (6)
EX-99.13 Inapplicable.
EX-99.14 Consent of KPMG Peat Marwick. (7)
EX-99.15 Inapplicable.
EX-99.16 Powers of Attorney. (7)
EX-99.17(a) Form of Proxy Card. (7)
<PAGE>
Exhibit No.
EX-99.17(b) The Registrant's declaration to register an
indefinite number of shares pursuant to Rule 24f-2
under the Investment Company Act of 1940. (4)
EX-99.17(c) Prospectuses and Statement of Additional Information
of Aetna Series Fund, Inc. relating to Aetna
International Growth Fund, including audited
financial statements as of October 31, 1995. (5)
--------------
(1) Filed as an exhibit to the Registration Statement on
Form N-1A of the Registrant (File No. 33-85620) as
filed electronically with the Securities and Exchange
Commission on June 28, 1995, accession number
0000950109-95-002522.
(2) Filed as an exhibit to Post-Effective Amendment No. 10
to the Registration Statement on Form N-1A of the
Registrant (File No. 33-41694) as filed electronically
with the Securities and Exchange Commission on November
17, 1995, accession number 0000950146-95-000715.
(3) Filed as an exhibit to Post-Effective Amendment No. 8
to the Registration Statement on Form N-1A of the
Registrant (File No. 33-41694) as filed with the
Securities and Exchange Commission on September 2,
1994.
(4) Aetna Series Fund, Inc., has registered an indefinite
number of its securities under the Securities Act of
1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Registrant electronically
filed its Rule 24f-2 Notice for its fiscal year ended
October 31, 1995 on December 29, 1995, accession number
0000950146-95-000852.
(5) Incorporated herein by reference to Post-Effective
Amendment No. 12 to the Registration Statement on Form
N-1A of the Registrant (File No. 33-41694) as filed
electronically with the Securities and Exchange
Commission on February 29, 1996, accession number
0000950146-96-000337.
(6) To be filed by amendment.
(7) Filed herewith.
<PAGE>
Item 17. Undertaking
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c],
the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the Registration Statement and will not be used
until the amendment is effective, and that, in determining any
liability under the 1933 Act, each post-effective amendment shall
be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Registration Statement to be signed on its behalf in the City of
Hartford and State of Connecticut, on the 3rd day of June, 1996.
AETNA SERIES FUND, INC.
(Registrant)
By: /s/ Shaun P. Mathews
---------------------------------
Shaun P. Mathews
President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated;
each person whose signature appears below hereby constitutes Susan E. Bryant,
Julie E. Rockmore and Steven J. Lauwers, and each of them individually, such
person's true and lawful attorney, with full power to them and each of them to
sign for such person and in such person's name and capacity indicated below, any
and all amendments to this Registration Statement, including pre-effective and
post-effective amendments, hereby ratifying and confirming such person's
signature as it may be signed by said attorney to any and all such amendments:
Signature Title Date
- --------- ----- ----
/s/ Shaun P. Mathews President and Director June 3, 1996
- ----------------------- (Principal Executive Officer)
Shaun P. Mathews
/s/ James C. Hamilton Vice President and Treasurer June 3, 1996
- ----------------------- (Principal Financial and
James C. Hamilton Accounting Officer)
/s/ Morton Ehrlich Director June 3, 1996
Morton Ehrlich
/s/ Maria T. Fighetti Director June 3, 1996
- -----------------------
Maria T. Fighetti
/s/ David L. Grove Director June 3, 1996
- -----------------------
David L. Grove
/s/ Timothy A. Holt Director June 3, 1996
- -----------------------
Timothy A. Holt
/s/ Daniel P. Kearney Director June 3, 1996
- -----------------------
Daniel P. Kearney
/s/ Sidney Koch Director June 3, 1996
Sidney Koch
/s/ Corine T. Norgaard Director June 3, 1996
- -----------------------
Corine T. Norgaard
/s/ Richard G. Scheide Director June 3, 1996
- -----------------------
Richard G. Scheide
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
99.14 Consent of KPMG Peat Marwick LLP
99.16 Powers of Attorney
99.17(a) Form of Proxy Card
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Aetna Series Fund, Inc.
We consent to the use of our report incorporated herein by reference, and to the
reference to our Firm under the heading "Financial Statements" in the Combined
Prospectus/proxy Statement
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 3, 1996
AETNA ASIAN GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS -- AUGUST 30, 1996
Please refer to the Proxy Statement for a discussion of these matters. THE
UNDERSIGNED HOLDER(S) OF SHARES OF STOCK OF THE AETNA ASIAN GROWTH FUND HEREBY
CONSTITUTES AND APPOINTS SHAUN P. MATHEWS AND SUSAN E. BRYANT, OR EITHER OF
THEM, THE ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE THE SHARES LISTED BELOW AS DIRECTED, AND HEREBY REVOKES
ANY PRIOR PROXIES. To vote, mark an X in blue or black ink on the proxy card
below. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AETNA
SERIES FUND, INC.
- -----Detach card at perforation and mail in postage paid envelope provided------
1. Vote on Proposal to approve a Plan of Reorganization and Charter Amendment
with respect to the Aetna Asian Growth Fund.
FOR AGAINST ABSTAIN
| | | | | |
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
- -----Detach card at perforation and mail in postage paid envelope provided------
AETNA SERIES FUND, INC.
AETNA ASIAN GROWTH FUND
PROXY
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR APPROVAL OF EACH PROPOSAL.
Please sign exactly as name appears on
this card. When account is joint
tenants, all should sign. When signing
as administrator, trustee or guardian,
please give title. If a corporation or
partnership, sign in entity's name and
by authorized person.
x_______________________________________
x_______________________________________
Dated:____________________________, 1996
