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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1994
REGISTRATION NO.:
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. / /
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
AMENDMENT NO. / /
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DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
(A MASSACHUSETTS BUSINESS TRUST)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 392-1600
SHELDON CURTIS, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
DAVID M. BUTOWSKY, ESQ.
GORDON ALTMAN BUTOWSKY
WEITZEN SHALOV & WEIN
114 WEST 47TH STREET
NEW YORK, NEW YORK 10036
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after effective date of this registration statement
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HEREBY ELECTS TO REGISTER AN INDEFINITE NUMBER OF ITS SHARES OF BENEFICIAL
INTEREST WITH $0.01 PAR VALUE. THE AMOUNT OF THE REGISTRATION FEE IS $500.00.
------------------------
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 THE 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.
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DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
CROSS-REFERENCE SHEET
FORM N-1A
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ITEM CAPTION
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PART A PROSPECTUS
1. ......................................... Cover Page
2. ......................................... Prospectus Summary
3. ......................................... Not applicable
4. ......................................... Investment Objectives and Policies; The Fund and its Management;
Cover Page; Investment Restrictions; Prospectus Summary
5. ......................................... The Fund and Its Management; Investment Objectives and Policies
6. ......................................... Dividends, Distributions and Taxes; Additional Information
7. ......................................... Purchase of Fund Shares; Prospectus Summary
8. ......................................... Redemption of Fund Shares
9. ......................................... Not Applicable
PART B STATEMENT OF ADDITIONAL INFORMATION
10. ......................................... Cover Page
11. ......................................... Table of Contents
12. ......................................... The Fund and Its Management
13. ......................................... Investment Practices and Policies; Investment Restrictions; Portfolio
Transactions and Brokerage
14. ......................................... The Fund and Its Management; Trustees and Officers
15. ......................................... The Fund and Its Management; Trustees and Officers
16. ......................................... The Fund and Its Management; Custodian and Transfer Agent;
Independent Accountants
17. ......................................... Portfolio Transactions and Brokerage
18. ......................................... Description of Shares of the Fund
19. ......................................... Purchase and Redemption of Fund Shares; Financial Statements
20. ......................................... Dividends, Distributions and Taxes
21. ......................................... Purchase and Redemption of Fund Shares
22. ......................................... Performance Information
23. ......................................... Experts; Financial Statements
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PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
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PROSPECTUS DATED , 1994
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
(212) 392-2550 OR (800) 526-3143
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES (the "Fund") is an open-end
diversified investment company which is intended to provide a broad range of
investment alternatives with its twelve separate Portfolios, each of which has
distinct investment objectives and policies.
- THE MONEY MARKET PORTFOLIO
-THE NORTH AMERICAN GOVERNMENT
SECURITIES PORTFOLIO
- THE DIVERSIFIED INCOME PORTFOLIO
- THE BALANCED PORTFOLIO
- THE UTILITIES PORTFOLIO
- THE DIVIDEND GROWTH PORTFOLIO
- THE VALUE-ADDED MARKET PORTFOLIO
- THE CORE EQUITY PORTFOLIO
- THE AMERICAN VALUE PORTFOLIO
- THE GLOBAL EQUITY PORTFOLIO
- THE DEVELOPING GROWTH PORTFOLIO
- THE EMERGING MARKETS PORTFOLIO
There can be no assurance that the investment objectives of the Portfolios
will be achieved. SEE "Prospectus Summary" and "Investment Objectives and
Policies."
AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE IS NO ASSURANCE THAT THE PORTFOLIO WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THE EMERGING MARKETS PORTFOLIO MAY INVEST UP TO 35% OF ITS TOTAL ASSETS IN
HIGH RISK DEBT SECURITIES WHICH ARE UNRATED OR RATED BELOW INVESTMENT GRADE
(SUCH SECURITIES ARE COMMONLY KNOWN AS "JUNK BONDS"). IN ADDITION, INVESTORS IN
THE EMERGING MARKETS PORTFOLIO SHOULD BE COGNIZANT OF THE FACT THAT INVESTMENTS
IN EMERGING MARKET COUNTRIES INVOLVE CERTAIN SPECIAL RISK FACTORS AND THEREFORE
MAY NOT BE SUITABLE FOR ALL INVESTORS.
SHARES OF THE PORTFOLIOS OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.
Currently, shares of the Fund will be sold only to (1) Hartford Life
Insurance Company to fund the benefits under certain flexible premium deferred
variable annuity contracts it issues, and to (2) ITT Hartford Life and Annuity
Insurance Company to fund the benefits under certain flexible premium deferred
variable annuity contracts it issues. The variable annuity contracts issued by
Hartford Life Insurance Company and ITT Hartford Life and Annuity Insurance
Company (the "Companies") are sometimes referred to as the "Variable Annuity
Contracts" or the "Contracts." In the future, shares may be sold to affiliated
or non-affiliated entities of the Companies. The Companies will invest in shares
of the Fund in accordance with allocation instructions received from Contract
Owners, which allocation rights are further described in the Prospectus for the
Variable Annuity Contracts. The Companies will redeem shares to the extent
necessary to provide benefits under the Contracts.
This Prospectus sets forth concisely the information you should know before
allocating your investment under your Contract to the Fund. It should be read
and retained for future reference. Additional information about the Fund is
contained in the Statement of Additional Information, dated , 1994,
which has been filed with the Securities and Exchange Commission, and which is
available at no charge upon request of the Fund at the address or telephone
numbers listed above. The Statement of Additional Information is incorporated
herein by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
DEAN WITTER INTERCAPITAL INC. -- Investment Manager
This Prospectus must be accompanied by a current Prospectus for the Variable
Annuity Contracts issued by Hartford Life Insurance Company or ITT Hartford Life
and Annuity Insurance Company. Both Prospectuses should be read and retained for
future reference.
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TABLE OF CONTENTS
Prospectus Summary/2
The Fund and its Management/7
Investment Objectives and Policies/8
The Money Market Portfolio/8
The North American Government Securities Portfolio/9
The Diversified Income Portfolio/13
The Balanced Portfolio/16
The Utilities Portfolio/17
The Dividend Growth Portfolio/19
The Value-Added Market Portfolio/20
The Core Equity Portfolio/21
The American Value Portfolio/22
The Global Equity Portfolio/24
The Developing Growth Portfolio/24
The Emerging Markets Portfolio/26
General Portfolio Techniques/30
Investment Restrictions/47
Determination of Net Asset Value/48
Purchase of Fund Shares/49
Redemption of Fund Shares/49
Dividends, Distributions and Taxes/50
Performance Information/51
Additional Information/51
Appendix--Ratings of Investments/53
PROSPECTUS SUMMARY
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The The Fund is organized as a Massachusetts business trust and is an open-end
Fund diversified management investment company. The Fund is comprised of twelve
separate portfolios: the Money Market Portfolio, the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Balanced Portfolio,
the Utilities Portfolio, the Dividend Growth Portfolio, the Value-Added Market
Portfolio, the Core Equity Portfolio, the American Value Portfolio, the Global
Equity Portfolio, the Developing Growth Portfolio and the Emerging Markets
Portfolio (see pages 8 through 30). The Trustees of the Fund may establish
additional Portfolios at any time. To the extent that shares are sold to the
Companies in order to fund the benefits under Contracts, the structure of the
Fund permits Contract Owners, within the limitations described in the Contracts,
to allocate the investments underlying the Contracts in response to or in
anticipation of changes in market or economic conditions. See the Prospectus for
the Variable Annuity Contracts for a description of the relationship between
increases or decreases in the net asset value of Fund shares and any
distributions on such shares, and benefits provided under a Contract.
Each Portfolio in managed for investment purposes as if it were a separate fund
issuing a separate class of shares of beneficial interest, with $.01 par value.
The assets of each Portfolio are segregated, so that an interest in the Fund is
limited to the assets of the Portfolio in which shares are held and
shareholders, such as the Companies, are each entitled to a pro rata share of
all dividends and distributions arising from the net investment income and
capital gains, if any, of such Portfolio (see pages 49 and 51).
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Investment Each Portfolio has distinct investment objectives and policies, and is subject
Objectives and to various investment restrictions, some of which apply to all the Portfolios.
Policies The MONEY MARKET PORTFOLIO seeks high current income, preservation of capital
and liquidity by investing in the following money market instruments: U.S.
Government securities, obligations of U.S. regulated banks and savings
institutions having total assets of more than $1 billion, or less than $1
billion if such are fully federally insured as to principal (the interest may
not be insured) and high grade corporate debt obligations maturing in thirteen
months or less (see pages 8-9). The NORTH AMERICAN GOVERNMENT SECURITIES
PORTFOLIO seeks to earn a high level of current income while maintaining
relatively low volatility of principal, by investing primarily in investment
grade fixed-income securities issued or guaranteed by the U.S., Canadian or
Mexican governments (see pages 9-13). The DIVERSIFIED INCOME PORTFOLIO seeks, as
a primary objective, to earn a high level of current income and, as a secondary
objective, to maximize total return, but only to the extent consistent with its
primary objective, by equally allocating its assets among three separate
groupings of fixed-income securities. Up to one-third of the
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2
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securities in which the Diversified Income Portfolio may invest will include
securities rated Baa/BBB or lower (see pages 13-16). The BALANCED PORTFOLIO
seeks to achieve high total return through a combination of income and capital
appreciation, by investing in a diversified portfolio of common stocks and
investment grade fixed-income securities (see pages 16-17). The UTILITIES
PORTFOLIO seeks to provide current income and long-term growth of income and
capital by investing in equity and fixed-income securities of companies in the
public utilities industry (see pages 17-19). The DIVIDEND GROWTH PORTFOLIO seeks
to provide reasonable current income and long-term growth of income and capital
by investing primarily in common stock of companies with a record of paying
dividends and the potential for increasing dividends (see pages 19-20). The
VALUE-ADDED MARKET PORTFOLIO seeks to achieve a high level of total return on
its assets through a combination of capital appreciation and current income, by
investing, on an equally-weighted basis, in a diversified portfolio of common
stocks of the companies which are represented in the Standard & Poor's 500
Composite Stock Price Index (see pages 20-21). The CORE EQUITY PORTFOLIO seeks
long-term growth of capital by investing primarily in common stocks and
securities convertible into common stocks issued by domestic and foreign
companies (see pages 21-22). The AMERICAN VALUE PORTFOLIO seeks long-term
capital growth consistent with an effort to reduce volatility, by investing
principally in common stock of companies in industries which, at the time of the
investment, are believed to be undervalued in the marketplace (see pages 22-23).
The GLOBAL EQUITY PORTFOLIO seeks a high level of total return on its assets
primarily through long-term capital growth and, to a lesser extent, from income,
through investments in all types of common stocks and equivalents (such as
convertible securities and warrants), preferred stocks and bonds and other debt
obligations of domestic and foreign companies and governments and international
organizations (see page 23). The DEVELOPING GROWTH PORTFOLIO seeks long-term
capital growth by investing primarily in common stocks of smaller and
medium-sized companies that, in the opinion of the Investment Manager, have the
potential for growing more rapidly than the economy and which may benefit from
new products or services, technological developments or changes in management
(see pages 24-26). The EMERGING MARKETS PORTFOLIO seeks long-term capital
appreciation by investing primarily in equity securities of companies in
emerging market countries. The Emerging Markets Portfolio may invest up to 35%
of its total assets in high risk fixed-income securities that are rated below
investment grade or are unrated (commonly referred to as "junk bonds") (see
pages 26-30).
Contract Owners should review the investment objectives and policies of the
Portfolios carefully to consider their ability to assume the risks involved in
allocating the investments underlying the Contracts (see pages 8-47 and "Special
Risk Considerations" below).
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Special The Money Market Portfolio invests solely in U.S. Government securities, high
Risk quality corporate debt obligations and obligations of banks and savings and loan
Considerations associations having assets of $1 billion or more and certificates of deposit
which are fully insured as to principal; consequently, the portfolio securities
of the Portfolio are subject to minimal risk of loss of income and principal.
The Portfolio may enter into repurchase agreements and reverse repurchase
agreements. Although the Money Market Portfolio will attempt to maintain a
constant net asset value per share of $1.00, there can be no assurance that the
$1.00 net asset value can be maintained. The net asset value of the shares of
each of the other Portfolios will fluctuate with changes in the market value of
its portfolio holdings. Dividends payable by each Portfolio will vary in
relation to the amounts of dividends and/or interest paid by its securities
holdings. The North American Government Securities Portfolio, the Diversified
Income Portfolio and the Balanced Portfolio may invest in mortgage-backed and
asset-backed securities. Mortgage-backed securities are subject to prepayments
or refinancings of the mortgage pools underlying such securities which may have
an impact upon the yield
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and the net asset value of the Portfolio's shares. Asset-backed securities
involve risks resulting from the fact that such securities do not usually
contain the complete benefit of a security interest in the related collateral.
Each Portfolio other than the Money Market Portfolio may invest, to a different
extent, in foreign securities. The foreign securities markets in which the
Portfolios may invest pose different and generally greater risks than those
risks customarily associated with domestic securities and markets including
fluctuations in foreign currency exchange rates, foreign tax rates and foreign
securities exchange controls. The North American Government Securities Portfolio
may invest a significant portion of its assets in securities issued and
guaranteed by the governments of Canada and Mexico. The Canadian mortgage-backed
securities market is of recent origin and is less well developed and less liquid
than the U.S. market. It should be recognized that the Canadian and Mexican debt
securities in which the Portfolio will invest pose different and greater risks
than those customarily associated with U.S. debt securities, including (i) the
risks associated with international investments generally, such as fluctuations
in foreign currency exchange rates, (ii) the risks of investing in Canada and
Mexico, which have smaller, less liquid debt markets, such as limited liquidity,
price volatility, custodial and settlement issues, and (iii) specific risks
associated with the Mexican economy, including high levels of inflation, large
amounts of debt and political and social uncertainties. The North American
Government Securities Portfolio may employ the use of interest only and inverse
floater classes of collateralized mortgage obligations. Each Portfolio may enter
into repurchase agreements. The North American Government Securities Portfolio,
the Diversified Income Portfolio and the Balanced Portfolio may utilize the
speculative technique known as leverage through the use of reverse repurchase
agreements and dollar rolls, which entail additional risks; the Developing
Growth Portfolio may seek to enhance its capital appreciation by leveraging its
investments through purchasing securities with borrowed funds. Certain of the
high yield, high risk fixed-income securities in which the Diversified Income
Portfolio and the Emerging Markets Portfolio may invest are subject to greater
risk of loss of income and principal than higher-rated lower yielding
fixed-income securities; investors in these Portfolios should carefully consider
the relative risks of investing in high yield securities (commonly referred to
as "junk bonds") and should be cognizant of the fact that such securities are
not generally meant for short-term investing. The Utilities Portfolio will
concentrate its investments in utilities securities. The public utilities
industry has certain characteristics and risks, and developments within that
industry will have an impact on the Utilities Portfolio. The value of public
utility debt securities (and, to a lesser extent, equity securities) tends to
have an inverse relationship to the movement of interest rates. The American
Value Portfolio's emphasis on "undervalued" industries reflects investment views
frequently contrary to general market assessments and may involve risks
associated with departure from general investment opinions. The North American
Government Securities Portfolio, the Diversified Income Portfolio, the Balanced
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may
enter into forward foreign currency exchange contracts. The investment by the
Emerging Markets Portfolio in emerging market country securities involves
certain risks not typically associated with investing in securities of United
States issuers, including (i) potential price volatility and reduced liquidity
of securities traded on emerging market country securities markets, (ii) in some
cases, lack of satisfactory custodial arrangements and delays in settlement of
securities transactions in emerging market countries, (iii) generally higher
brokerage commissions and other transaction costs on securities exchanges in
emerging market countries, (iv) political and economic risks, including the risk
of nationalization or expropriation of assets, higher rates of inflation and the
risk of war, (v) currency fluctuations and devaluations in the value of the
foreign currency in which the Portfolio's investments are denominated, (vi) the
cost of converting foreign currency into U.S. dollars and (vii) restrictions on
foreign investment
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and on repatriation of capital invested in emerging market countries. In
addition, accounting, auditing, financial and other reporting standards in
emerging market countries are not equivalent to U.S. standards and, therefore,
disclosure of certain material information may not be made and less information
may be available to investors investing in emerging market countries than in the
United States. There is also generally less governmental regulation of the
securities industry in emerging market countries than in the United States.
Moreover, it may be more difficult to obtain a judgment in a court outside the
United States. Many of the emerging market countries in which the Emerging
Markets Portfolio may invest may be subject to a greater degree of economic,
political and social instability than is the case in the United States and
Western European countries. The North American Government Securities Portfolio,
the Diversified Income Portfolio, the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may
enter into various options and futures transactions; each of these Portfolios
and the Value-Added Market Portfolio may write call options on securities held
in its portfolio without limit. Certain of the Portfolios of the Fund may
experience high portfolio turnover rates with corresponding higher transaction
expenses.
Contract Owners are directed to the discussion of repurchase agreements (page
39), reverse repurchase agreements and dollar rolls (page 39), mortgage-backed
securities (page 30), asset-backed securities (page 33), foreign securities
(page 34), Canadian government securities (page 11), Mexican government
securities (page 12), leveraging (page 25), lower-rated securities (page 38),
public utilities securities (page 19), forward foreign currency exchange
contracts (page 35), emerging market country securities (page 27), portfolio
trading (page 45), options and futures transactions (page 42), warrants (page
42), zero coupon securities (page 41), when-issued and delayed delivery
securities and forward commitments (page 40) and "when, as and if issued"
securities (page 40), concerning risks associated with such securities and
management techniques. The Fund is a single diversified investment company,
consisting of twelve Portfolios, and each Portfolio itself is diversified.
Diversification does not eliminate investment risk.
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Investment Dean Witter InterCapital Inc., the Investment Manager of the Fund, and its
Manager wholly-owned subsidiary, Dean Witter Services Company Inc., serve in various
investment management, advisory, management and administrative capacities to
investment companies and other portfolios with assets of approximately $
billion at , 1994 (see page 7).
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Management The Investment Manager receives monthly fees at the following annual rates of
Fee the daily net assets of the respective Portfolios of the Fund: Money Market
Portfolio -- %; North American Government Securities Portfolio -- %;
Diversified Income Portfolio -- %; Balanced Portfolio -- %; Utilities
Portfolio -- %; Dividend Growth Portfolio -- %; Value-Added Market
Portfolio -- %; Core Equity Portfolio -- %; American Value Portfolio --
%; Global Equity Portfolio -- %; Developing Growth Portfolio -- %; and
Emerging Markets Portfolio -- %. The management fees for the Balanced
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the Core
Equity Portfolio, the American Value Portfolio, the Global Equity Portfolio and
the Emerging Markets Portfolio are higher than those paid by most investment
companies (see page 7).
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Sub-Adviser TCW Funds Management, Inc. (the "Sub-Adviser") has been retained by the
Investment Manager to provide investment advice and manage the portfolios of the
North American Government Securities Portfolio, the Balanced Portfolio, the Core
Equity Portfolio and the Emerging Markets Portfolio, subject to the overall
supervision of the Investment Manager. The Sub-Adviser also serves as adviser to
investment
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companies for which Dean Witter Services Company Inc. serves as manager, and, at
, 1994, had approximately $ billion under management or committed
to management in various fiduciary or advisory capacities, primarily from
institutional investors (see page 7).
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Sub-Advisory The Sub-Adviser receives monthly fees from the Investment Manager equal to %
Fee of the Investment Manager's monthly fee in respect of each of the North American
Government Securities Portfolio, the Balanced Portfolio, the Core Equity
Portfolio and the Emerging Markets Portfolio (see page 8).
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Shareholders Currently, shares are sold only to (1) Hartford Life Insurance Company for
allocation to certain of its separate accounts to fund the benefits under
certain flexible premium deferred variable annuity contracts it issues, and to
(2) ITT Hartford Life and Annuity Insurance Company for allocation to certain of
its separate accounts to fund the benefits under certain flexible premium
deferred variable annuity contracts it issues. Such separate accounts are
sometimes referred to individually as an "Account" and collectively as the
"Accounts." The variable annuity contracts issued by Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (the "Companies")
are somtimes referred to as the "Variable Annuity Contracts" or the "Contracts".
Accordingly, the interest of the Contract Owner with respect to the Fund is
subject to the terms of the Contract and is described in the Prospectus for the
Contracts, which should be reviewed carefully by a person considering the
purchase of a Contract. The Prospectus for the Contracts describes the
relationship between increases or decreases in the net asset value of Fund
shares and any distributions on such shares, and the benefits provided under a
Contract. The rights of the Companies as shareholders of the Fund should be
distinguished from the rights of a Contract Owner which are described in the
Contract. In the future, shares may be allocated to certain other separate
accounts or sold to affiliated or non-affiliated entities of the Companies. ITT
Hartford Life and Annuity Insurance Company is a wholly-owned indirect
subsidiary of Hartford Life Insurance Company. As long as shares of the Fund are
sold only to the Companies, the term "shareholder" or "shareholders" in this
Prospectus shall refer to the Companies (see page 49).
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Purchases and Shares of the Fund are sold and redeemed at net asset value, I.E., without sales
Redemptions charge (see page 49).
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THE ABOVE IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION, AND THE
PROSPECTUS FOR THE VARIABLE ANNUITY CONTRACTS.
6
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THE FUND AND ITS MANAGEMENT
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Dean Witter Select Dimensions Investment Series (the "Fund") is an open-end
diversified management investment company. The Fund is a trust of the type
commonly known as a "Massachusetts business trust" and was organized under the
laws of The Commonwealth of Massachusetts on June 2, 1994.
Dean Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"),
whose address is Two World Trade Center, New York, New York 10048, is the Fund's
Investment Manager. The Investment Manager, which was incorporated in July,
1992, is a wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a
balanced financial services organization providing a broad range of nationally
marketed credit and investment products.
InterCapital and its wholly-owned subsidiary, Dean Witter Services Company
Inc., serve in various investment management, advisory, management and
administrative capacities to investment companies, of
which are listed on the New York Stock Exchange, with combined total assets of
$ at , 1994. The Investment Manager also manages portfolios
of pension plans, other institutions and individuals which aggregated
approximately $ billion at such date.
The Fund has retained the Investment Manager to provide administrative
services, manage its business affairs and manage the investment of the Fund's
assets, including the placing of orders for the purchase and sale of portfolio
securities. InterCapital has retained Dean Witter Services Company Inc. to
perform the aforementioned administrative services for the Fund.
With regard to the North American Government Securities Portfolio, the
Balanced Portfolio, the Core Equity Portfolio and the Emerging Markets
Portfolio, under a Sub-Advisory Agreement between TCW Funds Management, Inc.
(the "Sub-Adviser") and the Investment Manager, the Sub-Adviser provides these
Portfolios with investment advice and portfolio management, in each case subject
to the overall supervision of the Investment Manager. The Sub-Adviser, whose
address is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017,
also serves as investment adviser to investment companies for which Dean
Witter Services Company Inc. serves as manager. The Sub-Adviser, which was
organized in 1987, is a wholly-owned subsidiary of The TCW Group, Inc., whose
subsidiaries provide a variety of trust, investment management and investment
advisory services. Robert A. Day, who is Chairman of the Board of Directors of
the Sub-Adviser, may be deemed to be a control person of the Sub-Adviser by
virtue of the aggregate ownership by Mr. Day and his family of more than 25% of
the outstanding voting stock of The TCW Group, Inc. The Sub-Adviser in turn has
entered into further sub-advisory agreements with two other wholly-owned
subsidiaries of The TCW Group, Inc., TCW Asia Limited and TCW London
International, Limited, to assist it in performing its sub-advisory functions in
respect of the Emerging Markets Portfolio. The address of TCW Asia Limited is
One Pacific Place, 88 Queensway, Hong Kong, and the address of TCW London
International, Limited is 27 Albemarle Street, London W1X 3FA. As of
, 1994, the Sub-Adviser and its affiliates had approximately $
billion under management or committed to management, primarily from
institutional investors.
The Fund's Board of Trustees reviews the various services provided by the
Investment Manager (and, for the North American Government Securities Portfolio,
the Balanced Portfolio, the Core Equity Portfolio and the Emerging Markets
Portfolio, by the Sub-Adviser) to ensure that the Fund's general investment
policies and programs are being properly carried out and that administrative
services are being provided to the Fund in a satisfactory manner.
As full compensation for the services and facilities furnished to the Fund
and expenses of the Fund assumed by the Investment Manager, the Fund currently
pays the Investment Manager monthly compensation calculated daily by applying
the annual rate of % to the net assets of the Money Market Portfolio; % to
the net assets of the North American Government Securities Portfolio; % to
the net assets of the Diversified Income Portfolio; % to the net assets of
the Balanced Portfolio; % to the net assets of the Utilities Portfolio; %
to the net assets of the Dividend Growth Portfolio; % to the net assets of
the Value-Added Market Portfolio; % to the net assets of the Core Equity
Portfolio; % to the net assets of the American Value Portfolio; % to the
net assets of the Global Equity Portfolio; % to the net assets of the
Developing Growth Portfolio; and % to the net assets of the Emerging Markets
Portfolio, in each case determined as of the close of each business day. As
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compensation for its services provided to the North American Government
Securities Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the
Emerging Markets Portfolio pursuant to the Sub-Advisory Agreement in respect of
those Portfolios, the Investment Manager pays the Sub-Adviser monthly
compensation equal to % of its monthly compensation in respect of each of
those Portfolios.
The Fund's expenses include: the fee of the Investment Manager; taxes;
certain legal, transfer agent, custodian and auditing fees; and printing and
other expenses relating to the Fund's operations which are not expressly assumed
by the Investment Manager under its Investment Management Agreement with the
Fund. The Investment Manager has undertaken to assume all operating expenses of
each Portfolio (except for any brokerage fees and a portion of organizational
expenses) and waive the compensation provided for each Portfolio in its
Management Agreement with the Fund until such time as the pertinent Portfolio
has $50 million of net assets or until six months from the date of the Fund's
commencement of operations, whichever occurs first.
INVESTMENT OBJECTIVES AND POLICIES
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THE MONEY MARKET PORTFOLIO
The investment objectives of the Money Market Portfolio are high current
income, preservation of capital and liquidity. The investment objectives may not
be changed without approval of the shareholders of the Money Market Portfolio.
The Portfolio seeks to achieve its objectives by investing in the following
money market instruments:
U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed as to
principal and interest by the United States or its agencies (such as the
Export-Import Bank of the United States, Federal Housing Administration, and
Government National Mortgage Association) or its instrumentalities (such as the
Federal Home Loan Bank, Federal Intermediate Credit Banks and Federal Land
Bank), including Treasury bills, notes and bonds;
BANK OBLIGATIONS. Obligations (including certificates of deposit, bank
notes and bankers' acceptances) of banks subject to regulation by the U.S.
Government and having total assets of $1 billion or more, and instruments
secured by such obligations, not including obligations of foreign branches of
domestic banks;
OBLIGATIONS OF SAVINGS INSTITUTIONS. Certificates of deposit of savings
banks and savings and loan associations, having total assets of $1 billion or
more;
FULLY INSURED CERTIFICATES OF DEPOSIT. Certificates of deposit of banks and
savings institutions having total assets of less than $1 billion, if the
principal amount of the obligation is federally insured by the Bank Insurance
Fund or the Savings Association Insurance Fund (each of which is administered by
the Federal Deposit Insurance Corporation), limited to $100,000 principal amount
per certificate and to 10% or less of the Portfolio's total assets in all such
obligations and in all illiquid assets, in the aggregate;
COMMERCIAL PAPER AND CORPORATE OBLIGATIONS. Commercial paper and corporate
debt obligations maturing in thirteen months or less which are rated in one of
the two highest rating categories for short-term debt obligations, or, if not
rated, have been issued by issuers which have another short-term debt obligation
that is comparable in priority and security to such non-rated securities and is
so rated, by at least two nationally recognized statistical rating organizations
("NRSROs") (or one NRSRO if the instrument was rated by only one such
organization) or which, if unrated, are of comparable quality as determined in
accordance with procedures established by the Trustees. The NRSROs currently
rating instruments of the type the Portfolio may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"), Duff and
Phelps, Inc., Fitch Investors Service, Inc., IBCA Limited and IBCA Inc., and
Thomson BankWatch, Inc. Their rating criteria are described in the Appendix to
the Fund's Statement of Additional Information. See the Appendix to this
Prospectus for an explanation of Moody's and S&P ratings.
The foregoing rating limitations apply at the time of acquisition of a
security. Any subsequent change in any rating by a rating service will not
require elimination of any security from the portfolio. However, in accordance
with procedures adopted by the Fund's Trustees pursuant to federal securities
regulations governing money market funds, if the Investment Manager becomes
aware that a portfolio security has received a new rating from an NRSRO that is
below the second highest rating, then, unless the security is disposed of within
five days, the Investment Manager will perform a
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creditworthiness analysis of any such downgraded securities, which analysis will
be reported to the Trustees who will, in turn, determine whether the securities
continue to present minimal credit risks to the Money Market Portfolio.
The ratings assigned by the NRSROs represent their opinions as to the
quality of the securities they undertake to rate. It should be emphasized,
however, that the ratings are general and not absolute standards of quality.
Subject to the foregoing requirements, the Money Market Portfolio may invest
in commercial paper which has been issued pursuant to the "private placement"
exemption afforded by Section 4(2) of the Securities Act of 1933 (the
"Securities Act") and which may be sold to institutional investors pursuant to
Rule 144A under the Securities Act. Management considers such legally
restricted, but readily marketable, commercial paper to be liquid. However,
pursuant to procedures approved by the Trustees of the Fund, if a particular
investment in such commercial paper is determined to be illiquid, that
investment will be included within the 10% limitation on illiquid investments.
If at any time the Money Market Portfolio's investments in illiquid securities
exceed 10% of the Portfolio's total assets, the Portfolio will dispose of
illiquid securities in an orderly fashion to reduce the Portfolio's holdings in
such securities to less than 10% of its total assets.
VARIABLE RATE AND FLOATING RATE OBLIGATIONS. Certain of the types of
investments described above may be variable rate or floating rate obligations.
The interest rates payable on variable rate or floating rate obligations are not
fixed and may fluctuate based upon changes in market rates. The interest rate
payable on a variable rate obligation may be adjusted at predesignated periodic
intervals and on a floating rate obligation whenever there is a change in the
market rate of interest on which the interest rate payable is based.
Although the Money Market Portfolio will generally not seek profits through
short-term trading, it may dispose of any portfolio security prior to its
maturity if, on the basis of a revised credit evaluation of the issuer or other
circumstances or considerations, it believes such disposition advisable.
The Money Market Portfolio may enter into repurchase agreements and reverse
repurchase agreements, in accordance with the description of those investments
(and subject to the risks) set forth under "General Portfolio Techniques" below
and in the Statement of Additional Information.
The Money Market Portfolio will attempt to balance its objectives of high
income, capital preservation and liquidity by investing in securities of varying
maturities and risks. The Money Market Portfolio will not, however, invest in
securities that mature in more than thirteen months from the date of purchase.
The amounts invested in obligations of various maturities of thirteen months or
less will depend on management's evaluation of the risks involved. Longer-term
issues, while generally paying higher interest rates, are subject, as a result
of general changes in interest rates, to greater fluctuations in value than
shorter-term issues. Thus, when rates on new debt securities increase, the value
of outstanding securities may decline, and vice versa. Such changes may also
occur, but to a lesser degree, with short-term issues. These changes, if
realized, may cause fluctuations in the amount of daily dividends and, in
extreme cases, could cause the net asset value per share to decline (see
"Determination of Net Asset Value"). Longer-term issues also increase the risk
that the issuer may be unable to pay an installment of interest or principal at
maturity. Also, in the event of unusually large redemption demands, such
securities may have to be sold at a loss prior to maturity, or the Money Market
Portfolio might have to borrow money and incur interest expense. Either
occurrence would adversely impact the amount of daily dividend and could result
in a decline in the daily net asset value per share. The Money Market Portfolio
will attempt to minimize these risks by investing in longer-term securities when
it appears to management that interest rates on such securities are not likely
to increase substantially during the period of expected holding, and then only
in securities of high quality which are readily marketable. However, there can
be no assurance that the Portfolio will be successful in achieving this or its
other objectives.
The foregoing investment policies are not fundamental and may be changed by
the Trustees without shareholder vote.
THE NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
The investment objective of the North American Government Securities
Portfolio is to earn a high level of current income while maintaining relatively
low volatility of principal. This objective may not be changed without the
approval of the shareholders of the North American Government Securities
Portfo-
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lio. There is no assurance that the objective will be achieved. The following
investment policies may be changed by the Trustees of the Fund without
shareholder approval:
The North American Government Securities Portfolio seeks to achieve its
investment objective by investing under normal circumstances at least 65% of its
total assets in investment grade fixed-income securities issued or guaranteed by
the U.S., Canadian or Mexican governments or their subdivisions, or the agencies
or instrumentalities of any of the foregoing ("Government Securities"). Such
securities may include U.S. Treasury securities, U.S. Mortgage-Backed
Securities, the sovereign debt of Canada or any of its Provinces, Canadian
Mortgage-Backed Securities, and the sovereign debt of Mexico or any of its
government agencies. See the discussion of sovereign debt obligations in the
Statement of Additional Information. In the case of the United States and
Canada, a substantial portion of such investments will be fixed rate and
adjustable rate mortgage-backed securities ("Mortgage-Backed Securities"). The
term investment grade consists of fixed-income securities rated Baa or higher by
Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard &
Poor's Corporation ("S&P") or, if not rated, determined to be of comparable
quality by the Sub-Adviser (see "General Portfolio Techniques" below for a
discussion of the characteristics and risks of investments in fixed-income
securities rated Baa or BBB). A portion of the Government Securities purchased
by the Portfolio may be zero coupon securities. The Portfolio intends to limit
its use of zero coupon securities (other than Treasury bills with one year or
less to maturity) to 10% of its total assets (see "General Portfolio Techniques"
below for a discussion of the characteristics and risks of investments in zero
coupon securities). The Portfolio will invest in zero coupon securities only
when the Sub-Adviser believes that there will be cash in the portfolio
representing return of principal on portfolio securities of the Portfolio at
least equal to the imputed income on the zero coupon securities.
The North American Government Securities Portfolio may invest up to 35% of
its total assets in securities which are not Government Securities, including
corporate debt securities and securities backed by other assets, such as
automobile or credit card receivables and home equity loans ("Asset-Backed
Securities") (see "General Portfolio Techniques" below and in the Statement of
Additional Information for a discussion of the characteristics and risks of
investments in Asset-Backed Securities) and money market instruments, which are
short-term (maturities of up to thirteen months) fixed-income securities, issued
by private institutions. Such securities (except for Eurodollar certificates of
deposit) must be issued by U.S., Canadian or Mexican issuers and (except for
money market instruments) must be rated at least Aa by Moody's or AA by S&P or,
if not rated, determined to be of comparable quality by the Sub-Adviser. Money
market instruments in which the North American Government Income Portfolio may
invest are set forth under "General Portfolio Techniques" below.
The North American Government Securities Portfolio expects that under normal
circumstances the market value dollar weighted average life (or period until the
next reset date) of the Portfolio's portfolio securities will be no greater than
three years. In addition, the Portfolio will purchase only Mexican Government
Securities with remaining maturities of one year or less. The Portfolio seeks to
achieve low volatility by investing in a portfolio of securities which the
Sub-Adviser believes will, in the aggregate, be resistant to significant
fluctuations in market value. Although the values of fixed-income securities
generally increase during periods of declining interest rates and decrease
during periods of increasing interest rates, the extent of these fluctuations
has historically generally been smaller for short term securities than for
securities with longer maturities. Conversely, the yield available on shorter
term securities has also historically been lower on average than those available
from longer term securities.
Under normal circumstances the North American Government Securities
Portfolio will invest at least 50% of its total assets in U.S. Government
Securities. The Portfolio will invest no more than 25% of its total assets in
Canadian Government Securities and no more than 20% of its total assets in
Mexican Government Securities. Subject to the foregoing guidelines, the
Sub-Adviser will invest the Portfolio's assets, and allocate its investments
from time to time among U.S., Canadian and Mexican Government Securities, based
on its analysis of market conditions and changes in general economic conditions
in the United States, Canada and Mexico. In such analysis, the Sub-Adviser will
consider various factors, including its expectations regarding interest rate
changes and changes in currency exchange rates among the U.S. dollar, the
Canadian dollar and the Mexican peso, as well as general market, economic and
political factors, to
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<PAGE>
attempt to take advantage of favorable investment opportunities in each country.
There may be periods during which, in the opinion of the Sub-Adviser, market
conditions warrant reduction of some or all of the North American Government
Securities Portfolio's securities holdings. During such periods, the Portfolio
may adopt a temporary "defensive" posture in which greater than 35% of its total
assets are invested in U.S. money market instruments or cash.
The North American Government Securities Portfolio may enter into repurchase
agreements, reverse repurchase agreements, dollar rolls and forward foreign
currency exchange contracts, engage in futures contracts and options
transactions, purchase securities which are issued in private placements or are
otherwise not readily marketable, and purchase securities on a when-issued or
delayed delivery basis or a "when, as and if issued" basis, and purchase or sell
securities on a forward commitment basis, in each case in accordance with the
description of these investments and techniques (and subject to the risks) set
forth under "General Portfolio Techniques" below and in the Statement of
Additional Information. Investors should carefully consider the risks of
investing in securities of foreign issuers and securities denominated in
non-U.S. currencies (see "Canadian Government Securities," "Mexican Government
Securities," "Canadian Mortgage-Backed Securities" and "Risks of Investing in
Canadian and Mexican Securities" below and see "General Portfolio Techniques"
below for a discussion of the characteristics and risks of investments in
foreign securities).
UNITED STATES GOVERNMENT SECURITIES. Securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities include: (i) U.S. Treasury
obligations, all of which are backed by the full faith and credit of the United
States and which differ only in their interest rates, maturities and times of
issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury
notes (maturities of one to ten years), and U.S. Treasury bonds (generally
maturities of greater than ten years); and (ii) obligations issued or guaranteed
by U.S. Government agencies or instrumentalities, including government
guaranteed Mortgage-Backed Securities, some of which are backed by the full
faith and credit of the U.S. Treasury (e.g., Government National Mortgage
Association direct pass-through certificates), some of which are supported by
the right of the issuer to borrow from the U.S. Government (e.g., obligations of
Federal Home Loan Banks), and some of which are backed only by the credit of the
issuer itself (e.g., obligations of the Student Loan Marketing Association). The
U.S. Government may also guarantee other debt obligations of special purpose
borrowers.
CANADIAN GOVERNMENT SECURITIES. Canadian Government Securities include
securities issued or guaranteed by the Government of Canada, the Government of a
Province of Canada or their agencies and Crown corporations. These securities
may be denominated or payable in U.S. dollars or Canadian dollars.
The Bank of Canada, acting on behalf of the federal government, is
responsible for the distribution of Government of Canada Treasury bills and
federal bond issues. The Bank of Canada holds weekly auctions of Treasury bills
(maturities of one year or less) and offers new issues of federal bonds through
investment dealers and banks. An offering of Government of Canada bonds
frequently consists of several different issues with various maturity dates,
representing different segments of the yield curve and generally having
maturities ranging from three to 25 years. The Bank of Canada usually purchases
a previously announced amount of each offering of bonds. NHA Mortgage-Backed
Securities, described below, are also Canadian Government Securities because
they benefit from a guarantee by the Canada Mortgage and Housing Corporation,
but are not distributed by the Bank of Canada.
All Canadian Provinces have outstanding bond issues and several Provinces
also guarantee bond issues of Provincial authorities, agencies and provincial
Crown corporations. Spreads in the marketplace are determined by various
factors, including the relative supply and the rating assigned by the rating
agencies. Most Provinces also issue treasury bills.
Many municipalities and municipal financial authorities in Canada raise
funds through the bond market in order to finance capital expenditures. Unlike
U.S. municipal securities, which have special tax status, Canadian municipal
securities have the same tax status as other Canadian Government Securities and
trade similarly to such securities. The Canadian municipal market may be less
liquid than the Provincial bond market.
The North American Government Securities Portfolio will only invest in
Canadian Government Securities which are rated at least A by Moody's or
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S&P or, if not rated, are determined to be of comparable quality by the
Sub-Adviser.
MEXICAN GOVERNMENT SECURITIES. Mexican Government Securities include those
securities which are issued or guaranteed by the Mexican Treasury or by Mexican
government agencies or instrumentalities. These securities may be denominated
and payable in Mexican pesos or U.S. dollars.
The debt market in Mexico began to develop rapidly after the promulgation of
the Securities Market Law in 1975. Since 1975, the government has authorized a
range of Mexican government issued debt securities, all of which are traded on
the Mexican Stock Exchange: (i) CETES -- peso-denominated discount debt
securities having maturities of two years or less sold through auctions
regulated by Banco de Mexico; (ii) BONDES -- peso-denominated long-term
development bonds sold through auctions regulated by Banco de Mexico; (iii)
AJUSTABONOS -- peso-denominated bonds with a fixed coupon rate on a variable
face amount which is adjusted in proportion to fluctuations in the Mexican
consumer price index; and (iv) TESOBONOS -- U.S. dollar-denominated securities
sold at auctions which are paid in pesos equal to the value of the U.S. dollar
calculated at the prevailing exchange rate.
In addition, a variety of other special purpose bonds are issued by the
Mexican federal government or its agencies, such as development bonds, bank
indemnity bonds and urban renovation bonds, as well as bank development bonds
and industrial development bonds.
The North American Government Securities Portfolio will only invest in
Mexican Government Securities which are rated at least Baa by Moody's or BBB by
S&P or, if not rated, are determined to be of comparable quality by the
Sub-Adviser.
MORTGAGE-BACKED SECURITIES. Mortgage-Backed Securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans secured by real property. The term Mortgage-Backed
Securities as used herein includes adjustable rate mortgage securities and
derivative mortgage products such as collateralized mortgage obligations,
stripped Mortgage-Backed Securities and other products described below.
U.S. MORTGAGE-BACKED SECURITIES. The North American Government Securities
Portfolio's investments in U.S. Mortgage-Backed Securities are subject to
certain risks (see the description of U.S. Mortgage-Backed Securities and the
risks associated with investments in such securities set forth under "General
Portfolio Techniques" below and in the Statement of Additional Information).
CANADIAN MORTGAGE-BACKED SECURITIES. Canadian Mortgage-Backed Securities
may be issued in several ways, the most common of which is a modified
pass-through vehicle issued pursuant to the program established under the
National Housing Act of Canada ("NHA"). Certficates issued pursuant to this
program ("NHA Mortgage-Backed Securities") have some structural similarities to
GNMA securities and benefit from the guarantee of the Canada Mortgage and
Housing Corporation, a federal Crown corporation that is (except for certain
limited purposes) an agent of the Government of Canada.
Canadian private issuers such as banks and trust companies also issue
Mortgage-Backed Securities backed by private insurance or other forms of credit
support. Such Mortgage-Backed Securities are not considered Government
Securities for purposes of the North American Government Securities Portfolio.
While most Canadian Mortgage-Backed Securities are subject to voluntary
prepayments, some pools are not subject to such prepayments and thus have yield
characteristics similar to bonds.
RISKS OF INVESTING IN CANADIAN AND MEXICAN SECURITIES. The Canadian debt
securities market is significantly smaller than the U.S. debt securities market.
In particular, the Canadian Mortgage-Backed Securities market is of recent
origin, and, although continued growth is anticipated, is less well developed
and less liquid than its U.S. counterpart.
Because the North American Government Securities Portfolio intends to invest
in Mexican debt instruments, investors in the Portfolio should be aware of
certain special considerations associated with investing in debt obligations of
the Mexican government.
The Mexican government has exercised and continues to exercise a significant
influence over many aspects of the private sector in Mexico. Mexican government
actions concerning the economy could have a significant effect on market
conditions and prices and yields of Mexican debt obligations, including those in
which the North American Government Securities Portfolio invests. Mexico is
currently the second largest debtor nation (among
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developing countries) to commercial banks and foreign governments.
The value of the North American Government Securities Portfolio's
investments may be affected by changes in oil prices, interest rates, taxation
and other political or economic developments in Mexico, including recent rates
of inflation which have exceeded the rates of inflation in the U.S. and Canada.
The Fund can provide no assurance that future developments in the Mexican
economy will not impair the North American Government Income Portfolio's
investment flexibility, operations or ability to achieve its investment
objective.
In September, 1982, Mexico imposed foreign exchange controls and maintained
a dual foreign exchange rate system, with a "controlled" rate and a "free
market" rate. Under economic policy initiatives implemented since December,
1987, the Mexican government introduced a schedule of gradual devaluation of the
controlled rate which initially amounted to an average depreciation of the
Mexican peso against the U.S. dollar of one Mexican peso per day. The extended
initiatives include an adjustment in the scheduled devaluation rate of the
Mexican peso against the U.S. dollar. The North American Government Securities
Portfolio's net asset value and its computation and distribution of income to
its shareholders will be adversely affected by continued reductions in the value
of the Mexican peso relative to the U.S. dollar because all Portfolio assets
must be converted to U.S. dollars prior to any distributions to shareholders.
Risks of investing in foreign securities are discussed further under
"General Portfolio Techniques" below.
THE DIVERSIFIED INCOME PORTFOLIO
The primary investment objective of the Diversified Income Portfolio is to
provide a high level of current income. As a secondary objective the Diversified
Income Portfolio seeks to maximize total return but only to the extent
consistent with its primary objective. The investment objectives of the
Diversified Income Portfolio may not be changed without the approval of the
shareholders of the Portfolio. There is no assurance that the objectives will be
achieved. The following investment policies may be changed by the Trustees of
the Fund without shareholder approval:
The Diversified Income Portfolio will seek to achieve its investment
objectives by investing at least 65% of its total assets in fixed-income
securities and by equally allocating, under normal circumstances, an
approximately one-third portion of its total assets among three separate
groupings of various types of fixed-income securities. The Investment Manager
will adjust the Diversified Income Portfolio's assets not less than quarterly to
reflect any changes in the relative values of the securities in each grouping so
that following the adjustment the value of the Portfolio's investments in each
grouping will be equal to the extent practicable.
The three groupings in which the Diversified Income Portfolio will invest
its total assets are as follows:
(1) High quality fixed-income securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or high quality fixed income
securities issued or guaranteed by a foreign government or supranational
organization or any of their political subdivisions, authorities, agencies or
instrumentalities or fixed-income securities issued by a corporation, all of
which are rated AAA or AA by Standard & Poor's Corporation ("S&P") or Aaa or Aa
by Moody's Investors Service, Inc. ("Moody's") or, if unrated, are determined by
the Investment Manager to be of equivalent quality; in certificates of deposit
and bankers' acceptances issued or guaranteed by, or time deposits maintained
at, banks (including foreign branches of U.S. banks or U.S. or foreign branches
of foreign banks) having total assets of more than $500 million and determined
by the Investment Manager to be of high creditworthiness; commercial paper rated
A-1 or A-2 by S&P, Prime-1 or Prime-2 by Moody's or Duff 1 or Duff 2 by Duff &
Phelps Inc. or, if unrated, issued by U.S. or foreign companies having
outstanding debt securities rated A or higher by S&P or Moody's; and in loan
participation interests having a remaining term not exceeding one year in loans
extended by banks to such companies. Certain foreign securities purchased by the
Portfolio will not have received ratings by a recognized U.S. rating agency. In
such cases the Investment Manager will review the issuers of such securities
with respect to the quality of their management, balance sheet and financial
ratios, cash flows and earnings to establish that the securities purchased by
the Portfolio are of a comparable quality to issuers receiving high quality
ratings by a recognized U.S. rating agency. All of the securities described
above will have remaining maturities, at the time of purchase, of not more than
three years.
The Investment Manager will actively manage the assets of the Diversified
Income Portfolio in this
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grouping in accordance with a global market strategy (see "Portfolio Trading"
below). Consistent with such a strategy, the Investment Manager intends to
allocate the Portfolio's investments among securities denominated in the
currencies of a number of foreign countries and, within each such country, among
different types of debt securities. The Investment Manager will adjust the
Portfolio's exposure to different currencies based on its perception of the most
favorable markets and issuers. In allocating the Diversified Income Portfolio's
assets among various markets, the Investment Manager will assess the relative
yield and anticipated direction of interest rates in particular markets, the
level of inflation, liquidity and financial soundness of each market, and the
general market and economic conditions existing in each market as well as the
relationship of currencies of various countries to the U.S. dollar and to each
other. In its evaluations, the Investment Manager will utilize its internal
financial, economic and credit analysis resources as well as information
obtained from other sources.
A portion of the Diversified Income Portfolio's investments in securities of
U.S. issuers is likely to be in commercial paper, bankers' acceptances and other
short-term debt instruments issued by U.S. corporations. However, at times
during which there exists large-scale political or economic uncertainty, the
Portfolio is likely to increase its investments in U.S. Government securities.
In such cases, the securities which the Portfolio is most likely to purchase are
U.S. Treasury bills and U.S. Treasury notes with remaining maturities of under
three years, both of which are direct obligations of the U.S. Government. The
Diversified Income Portfolio may also purchase securities issued by various
agencies and instrumentalities of the U.S. Government. These will include
obligations backed by the full faith and credit of the United States (such as
those issued by the Government National Mortgage Association); obligations whose
issuing agency or instrumentality has the right to borrow, to meet its
obligations, from an existing line of credit with the U.S. Treasury (such as
those issued by the Federal National Mortgage Association); and obligations
backed by the credit of the issuing agency or instrumentality (such as those
issued by the Federal Farm Credit System).
The securities in which the Diversified Income Portfolio will be investing
may be denominated in any currency or multinational currency, including the U.S.
dollar. In addition to the U.S. dollar, such currencies will include, among
others; the Australian dollar; Deutsche mark; Japanese yen; French franc;
British pound; Canadian dollar; Swiss franc; Dutch guilder; Austrian schilling;
Spanish peseta; Swedish krona; and European Currency Unit ("ECU").
The Diversified Income Portfolio may invest, without limitation in this
grouping, in notes and commercial paper, the principal amount of which is
indexed to certain specific foreign currency exchange rates. Indexed notes and
commercial paper typically provide that their principal amount is adjusted
upwards or downwards (but not below zero) at maturity to reflect fluctuations in
the exchange rate between two currencies during the period the obligation is
outstanding, depending on the terms of the specific security. In selecting the
two currencies, the Investment Manager will consider the correlation and
relative yields of various currencies.The Portfolio will purchase an indexed
obligation using the currency in which it is denominated and, at maturity, will
receive interest and principal payments thereon in that currency. The amount of
principal payable by the issuer at maturity, however, will vary (i.e., increase
or decrease) in response to the change (if any) in the exchange rates between
the two specified currencies during the period from the date the instrument is
issued to its maturity date. The potential for realizing gains as a result of
changes in foreign currency exchange rates may enable the Diversified Income
Portfolio to hedge the currency in which the obligation is denominated (or to
effect cross-hedges against other currencies) against a decline in the U.S.
dollar value of investments denominated in foreign currencies, while providing
an attractive money market rate of return. The Portfolio will purchase such
indexed obligations to generate current income or for hedging purposes and will
not speculate in such obligations.
As indicated above, the Diversified Income Portfolio may invest in
securities denominated in a multi-national currency unit. An illustration of a
multi-national currency unit is the ECU, which is a "basket" consisting of
specified amounts of the currencies of the member states of the European
Community, a Western European economic cooperative organization that includes,
among other countries, France, West Germany, The Netherlands and the United
Kingdom. The specific amounts of currencies comprising the ECU may be adjusted
by the Council of Ministers of the European Community to reflect changes in
relative values of the underlying currencies. The Investment Manager does not
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<PAGE>
believe that such adjustments will adversely affect holders of ECU-denominated
obligations or the marketability of such securities. European supranational
entities, in particular, issue ECU-denominated obligations. The Portfolio may
invest in securities denominated in the currency of one nation although issued
by a governmental entity, corporation or financial institution of another
nation. For example, the Portfolio may invest in a British pound-denominated
obligation issued by a United States corporation. Such investments involve
credit risks associated with the issuer and currency risks associated with the
currency in which the obligation is denominated.
(2) (i) Fixed-rate and adjustable rate mortgage-backed securities
("Mortgage-Backed Securities") which are issued or guaranteed by the United
States Government, its agencies or instrumentalities or by private issuers which
are rated Aaa by Moody's or AAA by S&P or, if not rated, are determined to be of
comparable quality by the Investment Manager and (ii) securities backed by other
assets such as automobile or credit card receivables and home equity loans
("Asset-Backed Securities") which are rated Aaa by Moody's or AAA by S&P or, if
not rated, are determined to be of comparable quality by the Investment Manager.
See "General Portfolio Techniques" below and in the Statement of Additional
Information for a discussion of Mortgage-Backed Securities and Asset-Backed
Securities and the risks of investments in such securities. The term
Mortgage-Backed Securities as used herein includes adjustable rate mortgage
securities and derivative mortgage products such as collateralized mortgage
obligations and stripped mortgage-backed securities, all as described under
"General Portfolio Techniques" below and in the Statement of Additional
Information.
(3) High yield, high risk fixed-income securities rated Baa or lower by
Moody's or BBB or lower by S&P or, if not rated, are determined by the
Investment Manager to be of comparable quality. The high yield, high risk
fixed-income securities in this grouping may include both convertible and
nonconvertible debt securities and preferred stock. Fixed-income securities
rated Baa by Moody's or BBB by S&P have speculative characteristics greater than
those of more highly rated bonds, while fixed-income securities rated Ba or BB
or lower by Moody's and S&P, respectively, are considered to be speculative
investments. Furthermore, the Diversified Income Portfolio does not have any
minimum quality rating standard for its investments. As such, the Portfolio may
invest in securities rated as low as Caa, Ca or C by Moody's or CCC, CC, C or C1
by S&P. Fixed-income securities rated Caa or Ca by Moody's may already be in
default on payment of interest or principal, while bonds rated C by Moody's,
their lowest bond rating, can be regarded as having extremely poor prospects of
ever attaining any real investment standing. Bonds rated C1 by S&P are no longer
making interest payments. See "Special Investment Considerations" and "General
Portfolio Techniques" below.
A description of Moody's and S&P ratings is contained in the Appendix.
Non-rated securities will also be considered for investment by the Diversified
Income Portfolio when the terms of the securities themselves makes them
appropriate investments for the Portfolio.
The ratings of fixed-income securities by Moody's and S&P are a generally
accepted barometer of credit risk. However, as the creditworthiness of issuers
of lower-rated fixed-income securities is more problematical than that of
issuers of higher-rated fixed-income securities, the achievement of the
investment objectives of the Diversified Income Portfolio will be more dependent
upon the Investment Manager's own credit analysis than would be the case with a
mutual fund investing primarily in higher quality bonds. The Investment Manager
will utilize a security's credit rating as simply one indication of an issuer's
creditworthiness and will principally rely upon its own analysis of any security
currently held by the Diversified Income Portfolio or potentially purchasable by
the Portfolio. See "General Portfolio Techniques" below for a discussion of
credit risk and interest rate risk, to which risks all fixed-income securities
are subject, and a discussion of the actions to be taken if a security held by
grouping (1) or (2) of the Portfolio is downgraded by a rating agency to a
rating of below Baa or BBB, as well as a discussion of the characteristics and
risks of investments in fixed-income securities rated Baa or BBB.
A portion of the fixed-income securities purchased by the Portfolio may be
zero coupon securities (see "General Portfolio Techniques" below).
The Diversified Income Portfolio may enter into repurchase agreements,
reverse repurchase agreements, dollar rolls and forward foreign currency
exchange contracts, engage in futures contracts and options transactions,
purchase securities which are issued in private placements or are otherwise not
readily marketable, purchase securities on a
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when-issued or delayed delivery basis or a "when, as and if issued" basis, and
purchase or sell securities on a forward commitment basis, in each case in
accordance with the description of these investments and techniques (and subject
to the risks) set forth under "General Portfolio Techniques" below and in the
Statement of Additional Information. Investors should carefully consider the
risks of investing in securities of foreign issuers and securities denominated
in non-U.S. currencies (see "General Portfolio Techniques" below for a
discussion of the characteristics and risks of investments in foreign
securities).
COMMON STOCKS. The Diversified Income Portfolio may invest in common stocks
in an amount up to 20% of its total assets in the circumstances described below
when consistent with the Portfolio's investment objectives.
The Diversified Income Portfolio may acquire common stocks when attached to
or included in a unit with fixed-income securities, or when acquired upon
conversion of fixed-income securities or upon exercise of warrants attached to
fixed-income securities and may purchase common stocks directly when such
acquisitions are determined by the Investment Manager to further the Portfolio's
investment objectives (see the discussions of warrants and convertible
securities under "General Portfolio Techniques" below).
For example, the Diversified Income Portfolio may purchase the common stock
of companies involved in takeovers or recapitalizations where the issuer, or a
controlling stockholder, has offered, or pursuant to a "going private"
transaction is effecting, an exchange of its common stock for newly-issued
fixed-income securities. By purchasing the common stock of the company issuing
the fixed-income securities prior to the consummation of the transaction or
exchange offer, the Diversified Income Portfolio will be able to obtain the
fixed-income securities directly from the issuer at their face value,
eliminating the payment of a dealer's mark-up otherwise payable when
fixed-income securities are acquired from third parties, thereby increasing the
net yield to the shareholders of the Portfolio. While the Portfolio will incur
brokerage commissions in connection with its purchase of common stocks, it is
anticipated that the amount of such commissions will be significantly less than
the amount of such mark-up.
Fixed-income securities acquired by the Diversified Income Portfolio through
the purchase of common stocks under the circumstances described in the preceding
paragraph are subject to the general credit risks and interest rate risks to
which all fixed-income securities purchased by the Portfolio are subject. Such
securities generally will be rated Baa/BBB or lower as are the other high yield,
high risk fixed-income securities in which the Portfolio may invest. In
addition, since corporations involved in take-over situations are often highly
leveraged, that factor will be evaluated by the Investment Manager as part of
its credit risk determination with respect to the purchase of particular common
stocks for the Portfolio's investment portfolio. In the event the Portfolio
purchases common stock of a corporation in anticipation of a transaction
(pursuant to which the common stock is to be exchanged for fixed-income
securities) which fails to take place, the Investment Manager will continue to
hold such common stock for the Portfolio only if it determines that continuing
to hold such common stock under those circumstances is consistent with the
Portfolio's investment objectives.
SPECIAL INVESTMENT CONSIDERATIONS. Because of the special nature of the
Diversified Income Portfolio's investment in high yield securities, commonly
known as "junk bonds," the Investment Manager must take account of certain
special considerations in assessing the risks associated with such investments.
Investors should carefully consider the risks of investing in high yield
securities (see "General Portfolio Techniques" below and in the Statement of
Additional Information for a discussion of the risks of investments in high
yield securities).
THE BALANCED PORTFOLIO
The investment objective of the Balanced Portfolio is to achieve high total
return through a combination of income and capital appreciation. This objective
may not be changed without the approval of the shareholders of the Balanced
Portfolio. There is no assurance that the objective will be achieved. The
following investment policies may be changed by the Trustees of the Fund without
shareholder approval:
The Balanced Portfolio seeks to obtain its objective by investing in a
diversified portfolio of common stocks and investment grade fixed-income
securities. The percentage of assets allocated between equity and fixed-income
securities will vary from time to time depending on the judgment of the
Sub-Adviser as to general economic and market conditions, changes in fiscal or
monetary policies and trends in yields and interest rates. However,
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under normal circumstances, it is expected that common stocks will represent
approximately 60-70% of the Balanced Portfolio's total assets. In addition, the
Balanced Portfolio under normal circumstances will maintain at least 25% of its
total assets in fixed-income securities.
Investments in the equity portion of the portfolio of the Balanced Portfolio
will be determined pursuant to a "top down" investment process ranging from the
overall economic outlook, to the development of industry/sector preferences, and
last, to specific stock selections. The following disciplines generally apply
with regard to stock selection of the equity component of the Portfolio: (i) any
industry group (as determined by the Adviser) with at least a 1% position in the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500") will in most
cases be represented in the Portfolio; (ii) industry groups within the equity
component of the Portfolio may be underweighted up to 50% or overweighted up to
200% compared with the weightings of those industries in the S&P 500, in
accordance with the discretion of the Sub-Adviser; (iii) no single issuer's
equity securities will represent at the time of purchase more than 5% of the
Balanced Portfolio's total assets; and (iv) at least 95% of the companies
represented will have minimum market capitalizations at the time of purchase in
excess of $1.5 billion. Subject to the Balanced Portfolio's investment
objective, the Sub-Adviser may modify the foregoing disciplines without notice.
The fixed-income portion of the portfolio of the Balanced Portfolio may
consist of securities issued or guaranteed by the U.S. Government (Treasury
bills, notes and bonds), investment grade corporate debt securities (including
convertible securities), mortgage-backed and asset-backed securities and money
market securities (as set forth under "General Portfolio Techniques" below). A
portion of the fixed-income securities purchased by the Portfolio may be zero
coupon securities (see "General Portfolio Techniques" below). All fixed-income
securities in which the Balanced Portfolio invests will be either issued or
guaranteed by the U.S. Government, its agencies or instrumentalities or rated at
least BBB by Standard & Poor's Corporation ("S&P") or Baa by Moody's Investors
Service, Inc. ("Moody's") or, if not rated, determined by the Sub-Adviser to be
of comparable quality.
The Balanced Portfolio will invest primarily in equity securities and
fixed-income corporate debt securities. Under normal circumstances, no more than
10% of the fixed-income portion of the portfolio of the Balanced Portfolio will
be rated BBB by S&P or Baa by Moody's (see "General Portfolio Techniques" below
for a description of the characteristics and risks of investments in
fixed-income securities rated Baa or BBB and for a discussion of credit risk and
interest rate risk, to which risks all fixed-income securities are subject).
The Balanced Portfolio may invest in securities convertible into common
stock and warrants, invest up to 25% of the value of its total assets in foreign
securities (including up to 5% in a type of Mexican government money market
securities known as Cetes, which are described above under "The North American
Government Securities Portfolio," if such investments meet the rating standard
for the fixed-income portion of the portfolio of the Balanced Portfolio), enter
into repurchase agreements, reverse repurchase agreements, dollar rolls and
forward foreign currency exchange contracts, purchase securities which are
issued in private placements or are otherwise not readily marketable, purchase
securities on a when-issued or delayed delivery basis or a "when, as and if
issued" basis, and purchase or sell securities on a forward commitment basis, in
each case in accordance with the description of these investments and techniques
(and subject to the risks) set forth under "General Portfolio Techniques" below
and in the Statement of Additional Information.
The Balanced Portfolio is authorized to engage in transactions involving
options and futures contracts that would be eligible for use by the Utilities
Portfolio, as described under "Options and Futures Transactions" under "General
Portfolio Techniques" below and in the Statement of Additional Information. The
Balanced Portfolio does not, however, presently intend to engage in such options
and futures transactions and will not do so unless and until the Fund's
prospectus has been revised to reflect this.
THE UTILITIES PORTFOLIO
The investment objective of the Utilities Portfolio is to provide current
income and long-term growth of income and capital, by investing primarily in
equity and fixed-income securities of companies engaged in the public utilities
industry. The investment objective of the Utilities Portfolio may not be changed
without the approval of the shareholders of the Portfolio. There can be no
assurance that the objective will be achieved. The term "public utilities
industry" consists of companies engaged in the manufacture, production,
generation, transmission,
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sale and distribution of gas and electric energy, as well as companies engaged
in the communications field, including telephone, telegraph, satellite,
microwave and other companies providing communication facilities for the public,
but excluding public broadcasting companies. For purposes of the Utilities
Portfolio, a company will be considered to be in the public utilities industry
if, during the most recent twelve month period, at least 50% of the company's
gross revenues, on a consolidated basis, is derived from the public utilities
industry. The following investment policies may be changed by the Trustees of
the Fund without shareholder approval:
In seeking to achieve its objective, the Utilities Portfolio will normally
invest at least 65% of its total assets in securities of companies in the public
utilities industry. The Investment Manager believes the Utilities Portfolio's
investment policies are suited to benefit from certain characteristics and
historical performance of the securities of public utility companies. Many of
these companies have historically set a pattern of paying regular dividends and
increasing their common stock dividends over time, and the average common stock
dividend yield of utilities historically has substantially exceeded that of
industrial stocks. The Investment Manager believes that these factors may not
only provide current income but also generally tend to moderate risk and thus
may enhance the opportunity for appreciation of securities owned by the
Utilities Portfolio, although the potential for capital appreciation has
historically been lower for many utility stocks compared with most industrial
stocks. There can be no assurance that the historical investment performance of
the public utilities industry will be indicative of future events and
performance.
The Utilities Portfolio will invest in both equity securities (common stocks
and securities convertible into common stock) (see "General Portfolio
Techniques" below) and fixed-income securities (bonds and preferred stock) in
the public utilities industry. The Utilities Portfolio does not have any set
policies to concentrate within any particular segment of the utilities industry.
The Utilities Portfolio will shift its asset allocation without restriction
between types of utilities and between equity and fixed-income securities based
upon the Investment Manager's determination of how to achieve the Utilities
Portfolio's investment objective in light of prevailing market, economic and
financial conditions. For example, at a particular time the Investment Manager
may choose to allocate up to 100% of the Utilities Portfolio's assets in a
particular type of security (for example, equity securities) or in a specific
utility industry segment (for example, electric utilities).
Criteria to be utilized by the Investment Manager in the selection of equity
securities include the following screens: earnings and dividend growth; book
value; dividend discount; and price/earnings relationships. In addition, the
Investment Manager makes continuing assessments of management, the prevailing
regulatory framework and industry trends such as an increasing emphasis on
competition. The Investment Manager may also utilize computer-based equity
selection models in connection with stock allocation in the equity portion of
the portfolio. In keeping with the Utilities Portfolio's objective, if in the
opinion of the Investment Manager favorable conditions for capital growth of
equity securities are not prevalent at a particular time, the Utilities
Portfolio may allocate its assets predominantly or exclusively in debt
securities with the aim of obtaining current income as well as preserving
capital and thus benefiting long term growth of capital.
The Utilities Portfolio may purchase equity securities sold on the New York,
American and other stock exchanges and in the over-the-counter market.
Fixed-income securities in which the Utilities Portfolio may invest are debt
securities and preferred stocks which are rated at the time of purchase Baa or
better by Moody's Investors Service, Inc. ("Moody's") or BBB or better by
Standard & Poor's Corporation ("S&P") or which, if unrated, are deemed to be of
comparable quality by the Investment Manager (see "General Portfolio Techniques"
below for a discussion of the characteristics and risks of investments in
fixed-income securities rated Baa or BBB and a discussion of credit risk and
interest rate risk, to which risks all fixed-income securities are subject).
Under normal circumstances the average weighted maturity of the debt portion of
the portfolio is expected to be in excess of seven years. A description of
Moody's and S&P ratings is contained in the Appendix.
While the Utilities Portfolio will invest primarily in the securities of
public utility companies, under ordinary circumstances it may invest up to 35%
of its total assets in U.S. Government securities (securities issued or
guaranteed as to principal and interest by the United States or its agencies and
instrumentalities, including zero coupon securities), money market instruments,
repurchase agreements, options and futures (see "General Portfolio Techniques"
below and in the Statement of
Addi-
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<PAGE>
tional Information). The Utilities Portfolio may acquire warrants attached to
other securities purchased by the Portfolio (see "General Portfolio Techniques"
below).
There may be periods during which, in the opinion of the Investment Manager,
market conditions warrant reduction of some or all of the Utilities Portfolio's
securities holdings. During such periods, the Utilities Portfolio may adopt a
temporary "defensive" posture in which greater than 35% of its total assets are
invested in cash or money market instruments.
The Utilities Portfolio may enter into repurchase agreements, invest in
foreign securities (including American Depository Receipts (ADRs), European
Depository Receipts (EDRs) or other similar securities convertible into
securities of foreign issuers), purchase securities which are issued in private
placements or are otherwise not readily marketable, purchase securities on a
when-issued or delayed delivery basis or a "when, as and if issued" basis, and
purchase or sell securities on a forward commitment basis, in each case in
accordance with the description of those investments and techniques (and subject
to the risks) set forth under "General Portfolio Techniques" below and in the
Statement of Additional Information.
PUBLIC UTILITIES INDUSTRY. The public utilities industry as a whole has
certain characteristics and risks particular to that industry. Unlike industrial
companies, the rates which utility companies may charge their customers
generally are subject to review and limitation by governmental regulatory
commissions. Although rate changes of a utility usually fluctuate in approximate
correlation with financing costs, due to political and regulatory factors rate
changes ordinarily occur only following a delay after the changes in financing
costs. This factor will tend to favorably affect a utility company's earnings
and dividends in times of decreasing costs, but conversely will tend to
adversely affect earnings and dividends when costs are rising. In addition, the
value of public utility debt securities (and, to a lesser extent, equity
securities) tends to have an inverse relationship to the movement of interest
rates.
Among the risks affecting the utilities industry are the following: risks of
increases in fuel and other operating costs; the high cost of borrowing to
finance capital construction during inflationary periods; restrictions on
operations and increased costs and delays associated with compliance with
environmental and nuclear safety regulations; the difficulties involved in
obtaining natural gas for resale or fuel for generating electricity at
reasonable prices; the risks in connection with the construction and operation
of nuclear power plants; the effects of energy conservation and the effects of
regulatory changes, such as the possible adverse effects of profits on recent
increased competition within the telecommunications, electric and natural gas
industries and the uncertainties resulting from companies within these
industries diversifying into new domestic and international businesses, as well
as from agreements by many such companies linking future rate increases to
inflation or other factors not directly related to the actual operating profits
of the enterprise.
THE DIVIDEND GROWTH PORTFOLIO
The investment objective of the Dividend Growth Portfolio is to provide
reasonable current income and long-term growth of income and capital. There is
no assurance that the objective will be achieved. The Dividend Growth Portfolio
seeks to achieve its investment objective primarily through investments in
common stock of companies with a record of paying dividends and the potential
for increasing dividends. The net asset value of the Dividend Growth Portfolio's
shares will fluctuate with changes in market values of portfolio securities. The
Dividend Growth Portfolio will attempt to avoid speculative securities or those
with speculative characteristics.
The investment objective of the Dividend Growth Portfolio may not be changed
without the approval of the shareholders of the Dividend Growth Portfolio. The
following policies may be changed by the Trustees of the Fund without
shareholder approval:
(1) Up to 30% of the value of the Dividend Growth Portfolio's total assets
may be invested in: (a) convertible debt securities (see "General Portfolio
Techniques" below), convertible preferred securities, warrants (see "General
Portfolio Techniques" below), U.S. Government securities (securities issued or
guaranteed as to principal and interest by the United States or its agencies and
instrumentalities, including zero coupon securities), corporate debt securities
which are rated at the time of purchase Baa or better by Moody's Investors
Service, Inc. or BBB or better by Standard & Poor's Corporation or which, if
unrated, are deemed to be of comparable quality by the Investment Manager (see
"General Portfolio Techniques" below for a discus-
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sion of the characteristics and risks of investments in zero coupon securities
and fixed-income securities rated Baa or BBB and a discussion of credit risk and
interest rate risk, to which risks all fixed-income securities are subject)
and/or money market instruments (see "General Portfolio Techniques" below) when,
in the opinion of the Investment Manager, the projected total return on such
securities is equal to or greater than the expected total return on equity
securities or when such holdings might be expected to reduce the volatility of
the portfolio (for purposes of this provision, the term "total return" means the
difference between the cost of a security and the aggregate of its market value
and dividends received); or (b) in money market instruments under any one or
more of the following circumstances: (i) pending investment of proceeds of sale
of the Dividend Growth Portfolio's shares or of portfolio securities; (ii)
pending settlement of purchases of portfolio securities; or (iii) to maintain
liquidity for the purpose of meeting anticipated redemptions.
(2) Notwithstanding any of the foregoing limitations, the Dividend Growth
Portfolio may invest more than 30% of the value of its total assets in money
market instruments to maintain, temporarily, a "defensive" posture when, in the
opinion of the Investment Manager, it is advisable to do so because of economic
or market conditions.
The Dividend Growth Portfolio may enter into repurchase agreements, invest
in American Depository Receipts (ADRs), purchase securities which are issued in
private placements or are otherwise not readily marketable, purchase securities
on a when-issued or delayed delivery basis or a "when, as and if issued" basis,
and purchase or sell securities on a forward commitment basis, in each case in
accordance with the description of those investments and techniques (and subject
to the risks) set forth under "General Portfolio Techniques" below and in the
Statement of Additional Information.
The Dividend Growth Portfolio is authorized to engage in transactions
involving options and futures contracts which would be eligible for use by the
Utilities Portfolio, as described under "Options and Futures Transactions" under
"General Portfolio Techniques" below and in the Statement of Additional
Information. The Dividend Growth Portfolio does not, however, presently intend
to engage in such options and futures transactions and will not do so unless and
until the Fund's prospectus has been revised to reflect this.
THE VALUE-ADDED MARKET PORTFOLIO
The investment objective of the Value-Added Market Portfolio is to achieve a
high level of total return on its assets through a combination of capital
appreciation and current income. The investment objective of the Value-Added
Market Portfolio may not be changed without the approval of the shareholders of
the Portfolio. There can be no assurance that the objective will be achieved.
The investment policies discussed below may be changed by the Trustees of the
Fund without shareholder approval:
The Value-Added Market Portfolio will seek to attain its investment
objective by investing, on an equally-weighted basis, in a diversified portfolio
of common stocks of the companies which are included in the Standard & Poor's
500 Composite Stock Price Index (the "S&P Index"). Standard & Poor's 500 is a
trademark of Standard & Poor's Corporation ("S&P") and has been licensed for use
by the Fund. The Value-Added Market Portfolio is not sponsored, endorsed, sold
or promoted by S&P and S&P makes no representation regarding the advisability of
investing in the Value-Added Market Portfolio. The S&P Index consists of 500
common stocks selected by S&P, most of which are listed on the New York Stock
Exchange. Inclusion of a stock in the S&P Index implies no opinion by S&P as to
the quality of the stock as an investment. The S&P Index is determined, composed
and calculated by S&P without regard to the Value-Added Market Portfolio. S&P is
neither a sponsor of, nor in any way affiliated with, the Value-Added Market
Portfolio, and S&P makes no representation or warranty, express or implied, on
the advisability of investing in the Value-Added Market Portfolio or as to the
ability of the S&P Index to track general stock market performance, and S&P
disclaims all warranties of merchantability or fitness for a particular purpose
or use with respect to the S&P Index or any data included therein. S&P has no
connection with the Value-Added Market Portfolio other than the licensing to the
Investment Manager of the use of the S&P Index in connection with the
Value-Added Market Portfolio.
The Value-Added Market Portfolio invests in the stocks included in the S&P
Index on an equally-weighted basis; that is, to the extent practicable and
subject to the specific investment policies and restrictions described below, an
equal portion of the Value-Added Market Portfolio's assets is invested in each
of the 500 securities in the S&P Index. This differs from the S&P Index and
nearly all other major
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<PAGE>
indexes, which generally are weighted on a market-capitalization basis. For
example, the 50 largest capitalization issuers in the S&P Index represent
approximately 45% of the S&P Index. However, in accordance with its investment
policies, the Value-Added Market Portfolio will strive to maintain each stock
holding equally, so that, subject to the specific investment policies and
investment restrictions described below, approximately 0.20 of 1% of the
Value-Added Market Portfolio's total invested assets will be invested in each of
the 500 companies included in the S&P Index. The equal weighting technique is
based on the Investment Manager's statistical analysis that most portfolio
performance is usually generated by only one-quarter to one-third of the
portfolio. Since there is no certainty that any specific company or industry
selection, even within a broad-based index such as the S&P Index, will achieve
superior performance, the Investment Manager believes equal-weighting may
benefit the Value-Added Market Portfolio in seeking to attain its investment
objective.
The holdings of the Value-Added Market Portfolio will be adjusted by the
Investment Manager not less than quarterly to reflect changes in the Value-Added
Market Portfolio's asset levels and in the relative values of the common stocks
held by the Value-Added Market Portfolio so that following each adjustment the
value of the Value-Added Market Portfolio's investment in each security will be
equal to the extent practicable. In addition, whenever a company is eliminated
from or added to the S&P Index, the Value-Added Market Portfolio will sell or
purchase the stock of such company, as the case may be, as soon as practicable.
Accordingly, securities may be purchased and sold by the Value-Added Market
Portfolio when such purchases and sales would not be made under traditional
investment criteria.
In addition, while the Investment Manager will not actively manage the
portfolio other than to follow the guidelines set forth above for following an
equally-weighted S&P Index, it may eliminate one or more securities (or elect
not to increase the Value-Added Market Portfolio's position in such securities),
notwithstanding the continued listing of such securities in the S&P Index, in
the following circumstances: (a) the stock is no longer publicly traded, such as
in the case of a leveraged buyout or merger; (b) an unexpected adverse
development with respect to a company, such as bankruptcy or insolvency; (c) in
the view of the Investment Manager, there is a high degree of risk with respect
to a company that bankruptcy or insolvency will occur; or (d) in the view of the
Investment Manager, based on its consideration of the price of a company's
securities, the depth of the market in those securities and the amount of those
securities held or to be held by the Value-Added Market Portfolio, retaining
shares of a company or making any additional purchases would be inadvisable
because of liquidity risks. The Investment Manager will monitor on an ongoing
basis all companies falling within any of the circumstances described in this
paragraph, and will return such company's shares to the Value-Added Market
Portfolio's holdings, or recommence purchases, when and if those conditions
cease to exist.
The Value-Added Market Portfolio may purchase futures contracts on stock
indexes at a time when it is not fully invested on account of additional cash
invested in the Portfolio or income received by the Portfolio. Purchase of a
futures contract in those circumstances serves as a temporary substitute for the
purchase of individual stocks which may then be purchased in orderly fashion.
The Value-Added Market Portfolio may enter into repurchase agreements and may
purchase common stock, including American Depository Receipts, of foreign
corporations represented in the S&P Index (see "General Portfolio Techniques"
below and in the Statement of Additional Information).
A portion of the Value-Added Market Portfolio's assets, not exceeding 25% of
its total assets, may be invested temporarily in money market instruments (see
"General Portfolio Techniques" below) under any one or more of the following
circumstances: (a) pending investment of proceeds of sale of shares of the
Value-Added Market Portfolio; (b) pending settlement of purchases of portfolio
securities; or (c) to maintain liquidity for the purposes of meeting anticipated
redemptions.
THE CORE EQUITY PORTFOLIO
The investment objective of the Core Equity Portfolio is long-term growth of
capital. This objective may not be changed without the approval of the
shareholders of the Core Equity Portfolio. There is no assurance that the
objective will be achieved. The following investment policies may be changed by
the Trustees of the Fund without shareholder approval:
The Core Equity Portfolio invests primarily in common stocks and securities
convertible into common stocks of companies which offer the prospect for growth
of earnings. The Portfolio seeks to
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achieve its investment objective by investing under normal circumstances at
least 65% of its total assets in common stocks and convertible securities,
including warrants (see "General Portfolio Techniques" below). There are no
minimum rating or quality requirements with respect to convertible securities in
which the Portfolio may invest and, thus, all or some of such securities may be
below investment grade (see "General Portfolio Techniques" below). See the
Appendix for a discussion of ratings of fixed-income securities.
The Sub-Adviser invests the assets of the Core Equity Portfolio by pursuing
its "top down sector rotational core equity" philosophy. That strategy involves
a three-step process to achieve value for the Portfolio's shareholders by taking
advantage of unrecognized appreciation potential created by changes in the
economic, social and political environments. Pursuant to its approach, the Sub-
Adviser first determines those market sectors,and the industries within those
sectors, that the Sub-Adviser believes offer opportunities for capital
appreciation. The Sub-Adviser makes this determination by utilizing an industry
matrix to divide the stock market by economic sectors and industries, and then
by continuously reviewing those industries. Following the identification of
those specific industries, individual companies within those industries are
chosen for investment by the Core Equity Portfolio, based on factors including
but not limited to: potential growth in earnings and dividends; quality of
management; new products and/or new markets; research and development
capabilities; historical rate of return on equity and invested capital; cash
flow and balance sheet strength; and forcing value through company initiatives
such as cost reduction or share repurchase. As the third step, the Sub-Adviser
determines the weightings that the selected industries and companies will have
in the portfolio.
The Core Equity Portfolio intends to invest primarily, but not exclusively,
in companies having stock market capitalizations (calculated by multiplying the
number of outstanding shares of a company by the current market price) of at
least $1 billion. The Sub-Adviser anticipates that the Core Equity Portfolio
will focus its investments in a relatively limited number of companies, although
the Sub-Adviser continuously monitors up to 250 companies for possible
investment by the Portfolio. The Portfolio's holdings are changed by the
Sub-Adviser as warranted based on changes in the overall market or economic
environment, as well as factors specific to particular companies.
While the Core Equity Portfolio invests primarily in common stocks and
securities convertible into common stock, under ordinary circumstances it may
invest up to 35% of its total assets in money market instruments, which are
short-term (maturities of up to thirteen months) fixed-income securities issued
by private and governmental institutions. Money market instruments in which the
Core Equity Portfolio may invest are set forth under "General Portfolio
Techniques" below.
There may be periods during which, in the opinion of the Sub-Adviser, market
conditions warrant reduction of some or all of the Core Equity Portfolio's
securities holdings. During such periods, the Portfolio may adopt a temporary
"defensive" posture in which greater than 35% of its total assets is invested in
money market instruments or cash.
The Core Equity Portfolio may enter into repurchase agreements, invest in
foreign securities (including American Depository Receipts (ADRs), European
Depository Receipts (EDRs) or other similar securities convertible into
securities of foreign issuers), purchase securities which are issued in private
placements or are otherwise not readily marketable, purchase securities on a
when-issued or delayed delivery basis or a "when, as and if issued" basis, and
purchase or sell securities on a forward commitment basis, in each case in
accordance with the description of these investments and techniques (and subject
to the risks) set forth under "General Portfolio Techniques" below and in the
Statement of Additional Information.
The Core Equity Portfolio is authorized to engage in transactions involving
options and futures contracts that would be eligible for use by the Utilities
Portfolio, as described under "Options and Futures Transactions" under "General
Portfolio Techniques" below and in the Statement of Additional Information. The
Core Equity Portfolio does not, however, presently intend to engage in such
options and futures transactions and will not do so unless and until the Fund's
prospectus has been revised to reflect this.
THE AMERICAN VALUE PORTFOLIO
The investment objective of the American Value Portfolio is long-term
capital growth consistent with an effort to reduce volatility. This objective
may not be changed without the approval of the shareholders of the American
Value Portfolio. There is no
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assurance that the objective will be achieved. The investment policies discussed
below may be changed by the Trustees of the Fund without shareholder approval:
The American Value Portfolio seeks to achieve its investment objective by
investing in a diversified portfolio of securities consisting principally of
common stocks. The American Value Portfolio utilizes an investment process that
places primary emphasis on seeking to identify industries, rather than
individual companies, as prospects for capital appreciation and whereby the
Investment Manager seeks to invest assets of the American Value Portfolio in
industries it considers to be undervalued at the time of purchase and to sell
those it considers overvalued.
After selection of the American Value Portfolio's target industries,
specific company investments are selected. In this process, the Investment
Manager seeks to identify companies whose prospects are deemed attractive on the
basis of an evaluation of valuation screens and prospective company
fundamentals.
Following selection of the American Value Portfolio's specific investments,
the Investment Manager will attempt to allocate the assets of the American Value
Portfolio so as to reduce the volatility of its portfolio. In doing so, the
American Value Portfolio may hold a portion of its portfolio in fixed-income
securities in an effort to moderate extremes of price fluctuations. The American
Value Portfolio may invest up to 35% of its total assets in common stocks of
non-U.S. companies including American Depository Receipts (see "General
Portfolio Techniques" below), in companies in industries which have not been
determined to be undervalued by the Investment Manager, and in convertible debt
securities and warrants (see "General Portfolio Techniques" below), convertible
preferred securities, U.S. Government securities (securities issued or
guaranteed as to principal and interest by the United States or its agencies and
instrumentalities, including zero coupon securities) (see "General Portfolio
Techniques" below) and investment grade corporate debt securities when, in the
opinion of the Investment Manager, the projected total return on such securities
is equal to or greater than the expected total return on common stocks, or when
such holdings might be expected to reduce the volatility of the portfolio, and
in money market instruments (see "General Portfolio Techniques" below) under any
one or more of the following circumstances: (i) pending investment of proceeds
of sale of shares of the American Value Portfolio or of portfolio securities;
(ii) pending settlement of purchases of portfolio securities; or (iii) to
maintain liquidity for the purpose of meeting anticipated redemptions. Greater
than 35% of the American Value Portfolio's total assets may be invested in money
market instruments to maintain, temporarily, a "defensive" posture when, in the
opinion of the Investment Manager, it is advisable to do so because of economic
or market conditions. The term investment grade consists of fixed-income
securities rated Baa or higher by Moody's Investors Service Inc. or BBB or
higher by Standard & Poor's Corporation or, if not rated, determined to be of
comparable quality by the Investment Manager (see "General Portfolio Techniques"
below for a discussion of the characteristics and risks of investments in
fixed-income securities rated Baa or BBB and a discussion of credit risk and
interest rate risk, to which risks all fixed-income securities are subject).
Because prices of stocks fluctuate from day to day, the value of an
investment in the American Value Portfolio will vary based upon the Portfolio's
investment performance. The American Value Portfolio's emphasis on "undervalued"
industries reflects investment views which are frequently contrary to general
market assessments and which may involve risks associated with departure from
general investment opinions.
Under normal circumstances, at least 65% of the American Value Portfolio's
total assets will be invested in common stocks of U.S. companies which, at the
time of purchase, were in undervalued or moderately valued industries as
determined by the Investment Manager.
The foregoing limitations apply at the time of acquisition based on the last
determined market value of the assets of the American Value Portfolio, and any
subsequent change in any applicable percentage resulting from market
fluctuations or other changes in total assets will not require elimination of
any security from the portfolio.
The American Value Portfolio may enter into repurchase agreements, engage in
futures contracts and options transactions, purchase securities which are issued
in private placements or are otherwise not readily marketable, and purchase
securities on a when-issued or delayed delivery basis or a "when, as and if
issued" basis, and purchase or sell securities on a forward commitment basis, in
each case in accordance with the description of these investments and techniques
(and subject to the
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<PAGE>
risks) set forth under "General Portfolio Techniques" below and in the Statement
of Additional Information.
THE GLOBAL EQUITY PORTFOLIO
The investment objective of the Global Equity Portfolio is to seek to obtain
total return on its assets primarily through long-term capital growth and to a
lesser extent from income. There can be no assurance that the Global Equity
Portfolio will achieve its objective. The investment objective cannot be changed
without the approval of the shareholders of the Global Equity Portfolio. The
investment policies discussed below may be changed by the Trustees of the Fund
without shareholder approval:
The Global Equity Portfolio will invest at least 65% of its total assets in
equity securities issued by issuers located in various countries, around the
world. The Portfolio's investment portfolio will normally be invested in at
least five separate countries. With the exception of Australia, Canada, France,
Japan, The United Kingdom and Germany, no more than 20% of the value of the
Portfolio's net assets may be invested in securities of issuers located in any
one foreign country.
The Global Equity Portfolio will seek to achieve its investment objective
through investments in all types of common stocks and equivalents (such as
convertible debt securities and warrants) (see "General Portfolio Techniques"
below), preferred stocks and bonds and other investment grade debt obligations
of domestic and foreign companies and governments and international
organizations. There is no limitation on the percentage or amount of the Global
Equity Portfolio's assets which may be invested for growth or income. The term
investment grade consists of fixed-income securities rated Baa or higher by
Moody's Investors Service Inc. or BBB or higher by Standard & Poor's Corporation
or, if not rated, determined to be of comparable quality by the Investment
Manager (see "General Portfolio Techniques" below for a discussion of the
characteristics and risks of investments in fixed-income securities rated Baa or
BBB and a discussion of credit risk and interest rate risk, to which risks all
fixed-income securities are subject).
The Global Equity Portfolio will maintain a flexible investment policy and,
based on a worldwide investment strategy, will invest in a diversified portfolio
of securities of companies and governments located throughout the world. Such
securities will generally be those with a record of paying dividends and the
potential for increasing dividends. The percentage of the Global Equity
Portfolio's assets invested in particular geographic sectors will shift from
time to time in accordance with the judgment of the Investment Manager.
The Global Equity Portfolio may also invest in securities of foreign issuers
in the form of American Depository Receipts (ADRs), European Depository Receipts
(EDRs) or other similar securities convertible into securities of foreign
issuers, and invest up to 10% of its total assets in securities issued by other
investment companies (see the discussion of these securities under "General
Portfolio Techniques" below).
Notwithstanding the Global Equity Portfolio's investment objective of
seeking total return, the Global Equity Portfolio may, for defensive purposes,
without limitation, invest in: obligations of the United States Government, its
agencies or instrumentalities, including zero coupon securities (see "General
Portfolio Techniques" below); cash and cash equivalents in major currencies;
repurchase agreements (see "General Portfolio Techniques" below) and money
market instruments. Money market instruments in which the Global Equity
Portfolio may invest are set forth under "General Portfolio Techniques" below.
Investors should carefully consider the risks of investing in securities of
foreign issuers and securities denominated in non-U.S. currencies (see "General
Portfolio Techniques" below for a discussion of the characteristics and risks of
investments in foreign securities).
The Global Equity Portfolio may enter into forward foreign currency exchange
contracts, engage in futures contracts and options transactions, purchase
securities which are issued in private placements or are otherwise not readily
marketable, purchase securities on a when-issued or delayed delivery basis or a
"when, as and if issued" basis, and purchase or sell securities on a forward
commitment basis, in each case in accordance with the description of those
investments and techniques (and subject to the risks) set forth under "General
Portfolio Techniques" below and in the Statement of Additional Information.
THE DEVELOPING GROWTH PORTFOLIO
The investment objective of the Developing Growth Portfolio is long-term
capital growth. This objective may not be changed without the approval of the
shareholders of the Developing Growth Portfolio. There is no assurance that the
objective will be
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<PAGE>
achieved. The following policies may be changed by the Trustees of the Fund
without shareholder approval:
The Developing Growth Portfolio seeks to achieve capital growth which
significantly exceeds the historical total return of common stocks as measured
by the Standard & Poor's 500 index. The primary emphasis is on the securities of
smaller and medium-sized companies that, in the opinion of the Investment
Manager, have the potential to grow much more rapidly than the economy; at
times, investments may also be made in the securities of larger, established
companies which also have such growth potential. The Developing Growth Portfolio
will invest at least 65% of its total assets at all times, except for temporary
and defensive purposes, in the securities of such companies. In addition to
common stock, this portion of the portfolio may also include convertible
securities (see "General Portfolio Techniques" below), preferred stocks and
warrants (see "General Portfolio Techniques" below).
The Investment Manager attempts to identify companies whose earnings growth
will be significantly higher than the average. Dividend income is not generally
a consideration in the selection of stocks for purchase.
The Investment Manager focuses its stock selection for the Developing Growth
Portfolio upon a diversified group of emerging growth companies which have moved
beyond the difficult and extremely risky "start-up" phase and which at the time
of selection show positive earnings with the prospects of achieving significant
further profit gains in at least the next two-to-three years after acquisition.
New technologies, techniques, products or services, cost-reducing measures,
changes in management, capitalization or asset deployment, changes in government
regulations or favorable shifts in other external circumstances may all
contribute to the anticipated phase of growth.
The application of the Developing Growth Portfolio's investment policies is
basically dependent upon the judgment of the Investment Manager. The proportions
of the Portfolio's assets invested in particular industries will shift from time
to time in accordance with the judgment of the Investment Manager.
The Developing Growth Portfolio may invest up to 35% of its total assets in
corporate debt securities which are rated at the time of purchase Baa or better
by Moody's Investors Service Inc. or BBB or better by Standard & Poor's
Corporation or which, if unrated, are deemed to be of comparable quality by the
Investment Manager (see "General Portfolio Techniques" below for a discussion of
the characteristics and risks of investments in fixed-income securities rated
Baa or BBB and a discussion of credit risk and interest rate risk, to which
risks all fixed-income securities are subject) and money market instruments.
Money market instruments in which the Portfolio may invest are set forth under
"General Portfolio Techniques" below. There may be periods during which, in the
opinion of the Investment Manager, general market conditions warrant reduction
of some or all of the Developing Growth Portfolio's securities holdings. During
such periods, the Portfolio may adopt a temporary "defensive" posture in which
greater than 35% of its total assets are invested in cash or money market
instruments.
The securities in which the Developing Growth Portfolio invests may or may
not be listed on a national stock exchange, but if they are not so listed, will
generally have an established over-the-counter market.
The Developing Growth Portfolio may also enter into repurchase agreements,
invest in foreign securities, including American Depository Receipts (ADRs) and
European Depository Receipts (EDRs) or similar securities convertible into
securities of foreign issuers, purchase securities which are issued in private
placements or which are not otherwise readily marketable, purchase securities on
a when-issued or delayed delivery basis or a "when, as and if issued" basis, and
purchase or sell securities on a forward commitment basis, in each case in
accordance with the description of those investments and techniques (and subject
to the risks) set forth under "General Portfolio Techniques" below and in the
Statement of Additional Information.
The Developing Growth Portfolio is authorized to engage in transactions
involving options and futures contracts that would be eligible for use by the
Utilities Portfolio, as described under "Options and Futures Transactions" under
"General Portfolio Techniques" below and in the Statement of Additional
Information. The Developing Growth Portfolio does not, however, presently intend
to engage in such options and futures transactions and will not do so unless and
until the Fund's prospectus has been revised to reflect this.
LEVERAGING. The Developing Growth Portfolio may borrow money, but only from
a bank and in an amount up to 25% of the value of the Portfolio's total assets,
taken at the lower of market value or cost,
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<PAGE>
not including the amount borrowed. When the Portfolio borrows it will be because
it seeks to enhance capital appreciation by leveraging its investments through
purchasing securities with the borrowed funds. The Portfolio will be required to
maintain an asset coverage (including the proceeds of borrowings) of at least
300% of such borrowings in accordance with the provisions of the Investment
Company Act of 1940, as amended (the "Act"). The investment policy also provides
that the Portfolio may not purchase or sell a security on margin.
THE EMERGING MARKETS PORTFOLIO
The investment objective of the Emerging Markets Portfolio is long-term
capital appreciation. This objective may not be changed without the approval of
the shareholders of the Emerging Markets Portfolio. There can be no assurance
that the objective will be achieved. The following policies may be changed by
the Trustees of the Fund without shareholder approval:
The Emerging Markets Portfolio will seek to achieve its investment objective
by investing at least 65% of its total assets at all times, except for temporary
and defensive purposes, in equity securities of companies in emerging market
countries. For the purposes of this Portfolio, an "emerging market country" is
any country that is considered an emerging or developing country by the
International Bank of Reconstruction and Development (the "World Bank"), as well
as Hong Kong and Singapore. Presently, there are approximately 130 countries
considered to be emerging market countries, approximately 40 of which currently
have established securities markets. These countries generally include every
nation in the world except the United States, Canada, Japan, Australia, New
Zealand, most nations located in Western Europe and certain other nations
located in Asia. A list of the countries not falling within the World Bank
definition of an emerging market country is set forth in the Statement of
Additional Information.
Under current market conditions, the Emerging Markets Portfolio expects that
its investments in equity securities of companies in emerging market countries
initially will consist primarily of equity securities of "Asian Companies" (as
defined below) and, to a lesser extent, equity securities of "Latin American
Companies" (as defined below). Under normal circumstances, the Portfolio will
invest in at least five emerging market countries. The Emerging Markets
Portfolio may not invest more than 20% of its total assets in the securities of
issuers located in any one emerging market country or in any one developed
foreign country other than Australia, Canada, France, Japan, the United Kingdom
and Germany. Substantially all of the Portfolio's investments may be denominated
in currencies other than the U.S. dollar.
The Emerging Markets Portfolio will invest primarily in equity securities of
companies that (i) are organized under the laws of emerging market countries;
(ii) regardless of where organized, derive at least 50% of their revenues from
goods produced or sold, investments made, or services performed in emerging
market countries; (iii) maintain at least 50% of their assets in emerging market
countries; or (iv) have securities which are traded principally on a stock
exchange in an emerging market country. As used herein, "Asian Companies" and
"Latin American Companies" include any companies meeting the foregoing
requirements with respect to Asian emerging market countries or Latin American
emerging market countries, respectively. See "Risks of Investing in Emerging
Market Countries" below.
The Emerging Markets Portfolio may invest up to 35% of its total assets in
(i) convertible and non-convertible fixed-income securities of government or
corporate issuers located in emerging market countries; (ii) equity and
fixed-income securities of issuers in developed countries; and (iii) cash and
money market instruments. See "General Portfolio Techniques" below for a
discussion of investments in convertible securities and money market
instruments.
There may be periods during which, in the opinion of the Sub-Adviser, market
conditions warrant reduction of some or all of the Emerging Markets Portfolio's
securities holdings. During such periods, the Portfolio may adopt a temporary
"defensive" posture in which any amount of its total assets may be invested in
obligations of the United States government, its agencies or instrumentalities,
including zero coupon securities (see "General Portfolio Techniques" below),
money market instruments and cash.
The equity securities in which the Emerging Markets Portfolio may invest
include common and preferred stock (including convertible preferred stock),
stock purchase warrants and rights, equity interests in trusts and partnerships
and American or other types of Depository Receipts. These securities may be
listed on securities exchanges, traded in various over-the-counter markets or
have no
organ-
26
<PAGE>
ized market. See "General Portfolio Techniques" below for a discussion of
investments in warrants, other investment companies and American or other types
of Depository Receipts.
The fixed-income securities (including convertible securities) of government
or corporate issuers located in emerging market countries, the United States or
other developed countries in which the Emerging Markets Portfolio may invest may
consist of fixed-income securities that are unrated or rated Ba or lower by
Moody's Investors Service, Inc. ("Moody's") or BB or lower by Standard & Poor's
Corporation ("S&P"), including zero coupon securities. There is no limit on the
percentage of the Portfolio's total assets which may be invested in fixed-income
securities which are unrated or rated below investment grade. Since the Emerging
Markets Portfolio does not have any minimum quality rating standard for such
investments, the Portfolio may invest in fixed-income securities rated as low as
C by Moody's or D by S&P. See "General Portfolio Techniques" below for a
discussion of the special investment considerations involved in investment in
lower-rated securities, commonly known as "junk bonds," a discussion of zero
coupon securities, and a discussion of credit risk and interest rate risk, to
which risks all fixed-income securities are subject. The Portfolio is not
subject to any restrictions on the maturities of the fixed-income securities it
holds. A description of Moody's and S&P ratings is set forth in the Appendix.
The Emerging Markets Portfolio's investments in debt obligations of
government issuers in emerging market countries will consist of: (i) debt
securities or obligations issued or guaranteed by governments, governmental
agencies or instrumentalities and political subdivisions located in emerging
market countries (including participations in loans between governments and
financial institutions), (ii) debt securities or obligations issued by
government owned, controlled or sponsored entities located in emerging market
countries, and (iii) interests in issuers organized and operated for the purpose
of restructuring the investment characteristics of instruments issued by any of
the entities described above ("Sovereign Debt"). The Sovereign Debt held by the
Portfolio will take the form of bonds (including Brady Bonds), notes, bills,
debentures, warrants, short-term paper, loan participations, loan assignments
and securities or interests issued by entities organized and operated for the
purpose of restructuring the investment characteristics of such Sovereign Debt.
Certain Sovereign Debt held by the Portfolio will not be traded on any
securities exchange. See the discussion of Sovereign Debt and Brady Bonds below
and in the Statement of Additional Information.
U.S. and non-U.S. corporate fixed-income securities in which the Emerging
Markets Portfolio may invest include debt securities, convertible securities and
preferred stocks of corporate issuers.
The Emerging Markets Portfolio may also enter into repurchase agreements and
forward foreign currency exchange contracts, engage in various futures and
options transactions, purchase securities which are issued in private placements
or are otherwise not readily marketable, purchase securities on a when-issued or
delayed delivery basis or a "when, as and if issued" basis, and purchase or sell
securities on a forward commitment basis, in each case in accordance with the
description of these investments and techniques (and subject to the risks) set
forth under "General Portfolio Techniques" below and in the Statement of
Additional Information.
In its investment strategy, the Sub-Adviser primarily adopts a top-down
approach, beginning with an evaluation of the country in which the proposed
investment is to be made, including relevant external developments and their
implications. Following the country level of review, investments in specific
securities will be made after completion of a fundamental analysis of
securities, industries and companies by the Sub-Adviser, including consideration
of liquidity, market capitalization, a company's existing and expected future
financial position, relative competitive position in the domestic and export
markets, technology, recent developments and profitability, together with
overall growth prospects. Other considerations include management expertise,
government regulation and costs of labor and raw materials. The Emerging Markets
Portfolio's investments will be allocated among emerging market countries in
accordance with the Sub-Adviser's judgment as to where the best investment
opportunities exist.
RISKS OF INVESTING IN EMERGING MARKET COUNTRIES. Investors should carefully
consider the risks of investing in securities of foreign issuers and securities
denominated in non-U.S. currencies. See "General Portfolio Techniques" below for
a discussion of the characteristics and risks of investments in foreign
securities. Investors should recognize that investing in securities of emerging
market countries involves certain risks, and special considerations, including
those set forth below, which are not
typi-
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<PAGE>
cally associated with investing in securities of U.S. companies or issuers
located in foreign developed countries.
The securities markets of emerging market countries are substantially
smaller, less developed, less liquid and more volatile than the major securities
markets in the United States. The limited size of many emerging securities
markets and limited trading volume in issuers compared to volume of trading in
U.S. securities could cause prices to be erratic for reasons apart from factors
that affect the quality of the securities. For example, limited market size may
cause prices to be unduly influenced by traders who control large positions.
Adverse publicity and investors' perceptions, whether or not based on
fundamental analysis, may decrease the value and liquidity of portfolio
securities, especially in these markets.
In addition, emerging market countries' exchanges and broker-dealers are
generally subject to less government and exchange scrutiny and regulation than
their American counterparts. Brokerage commissions, dealer concessions,
custodial expenses and other transaction costs may be higher on foreign markets
than in the U.S. Thus, the Emerging Markets Portfolio's operating expenses are
expected to be higher than those of investment companies investing primarily in
domestic or other more established market regions. Also, differences in
clearance and settlement procedures on foreign markets may occasion delays in
settlements of Portfolio trades effected in such markets. Inability to dispose
of portfolio securities due to settlement delays could result in losses to the
Portfolio due to subsequent declines in value of such securities and the
inability of the Portfolio to make intended security purchases due to settlement
problems could result in a failure of the Portfolio to make potentially
advantageous investments.
Many of the emerging market countries may be subject to a greater degree of
economic, political and social instability than is the case in the United States
and Western European countries. Such instability may result from, among other
things, the following: (i) authoritarian governments or military involvement in
political and economic decision-making, including changes in government through
extra-constitutional means; (ii) popular unrest associated with demands for
improved political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and (v) ethnic, religious and
racial disaffection. Such social, political and economic instability could
significantly disrupt the principal financial markets in which the Emerging
Markets Portfolio invests and adversely affect the value of the Portfolio's
assets.
The economies of most of the emerging market countries are heavily dependent
upon international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners, principally, the
United States, Japan, China and the European Economic Community. The enactment
by the United States or other principal trading partners of protectionist trade
legislation, reduction of foreign investment in the local economies and general
declines in the international securities markets could have a significant
adverse effect upon the securities markets of emerging market countries. In
addition, the economies of some of the emerging market countries such as
Indonesia, Malaysia, Mexico and Venezuela, for example, are vulnerable to
weakness in world prices for their commodity exports, including crude oil. There
may be the possibility of expropriations, confiscatory taxation, political,
economic or social instability or diplomatic developments which would adversely
affect assets of the Portfolio held in foreign countries.
Governments in certain emerging market countries participate to a
significant degree, through ownership interests or regulation, in their
respective economies. Action by these governments could have a significant
adverse effect on market prices of securities and payment of dividends.
Certain emerging market countries are among the largest debtors to
commercial banks and foreign governments. Trading in Sovereign Debt involves a
high degree of risk, since the governmental entity that controls the repayment
of Sovereign Debt may not be willing or able to repay the principal and/or
interest of such debt obligations when they become due, due to factors such as
debt service burden, political constraints, cash flow situation and other
national economic factors. As a result, governments of emerging market countries
may default on their Sovereign Debt, which may require holders of such Sovereign
Debt to participate in debt rescheduling or additional lending to defaulting
governments. There is no bankruptcy proceeding by which defaulted Sovereign Debt
may be collected in whole or in part. Currently, Brazil is the largest debtor
among developing countries, Mexico is the second largest and Argentina the
third. At times certain emerging market countries have declared moratoria on the
payment of principal and/or interest on external debt.
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<PAGE>
"Brady Bonds," which were issued under the "Brady Plan" in exchange for
loans and cash in connection with restructurings in various emerging market
countries' external debt markets in 1990, have been issued in various
currencies, primarily the U.S. dollar, and are actively traded in the over-
the-counter secondary market for the debt of emerging market countries. In the
case of U.S. dollar denominated collateralized Brady Bonds, the bonds are
collateralized in full as to principal by U.S. Treasury zero coupon bonds of the
same maturity. In addition, at least one year of rolling interest payments are
collateralized by cash or other investments.
The governments of some emerging market countries, to varying degrees, have
been engaged in programs of selling part or all of their stakes in
government-owned or government-controlled enterprises ("privatizations"). The
Sub-Adviser believes that privatizations may offer investors opportunities for
significant capital appreciation and intends to invest assets of the Emerging
Markets Portfolio in privatizations in appropriate circumstances. In certain
emerging market countries, the ability of foreign persons, such as the
Portfolio, to participate in privatizations may be limited by local law, or the
terms on which the Portfolio may be permitted to participate may be less
advantageous than those for local investors. There can be no assurance that
privatization programs will continue or be successful.
Most emerging market countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain emerging market
countries.
In some countries, banks or other financial institutions may constitute a
substantial number of the leading companies or the companies with the most
actively traded securities. Also, the Act limits the Portfolio's investments in
any equity security of an issuer which, in its most recent fiscal year, derived
more than 15% of its revenues from "securities related activities," as defined
by the rules thereunder.
Many of the currencies of emerging market countries have experienced steady
devaluations relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. Any devaluations in the currencies
in which portfolio securities are denominated may have a detrimental impact on
the Emerging Markets Portfolio.
Some emerging market countries also may have managed currencies which are
not free floating against the U.S. dollar. In addition, there is risk that
certain emerging market countries may restrict the free conversion of their
currencies into other currencies. Further, certain emerging market currencies
may not be internationally traded.
Currently, only a limited market, if any, exists for hedging transactions
relating to currencies in most emerging markets or to securities of issuers
domiciled or principally engaged in business in emerging markets. This may limit
the Portfolio's ability to effectively hedge its investments in emerging
markets. Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currencies should rise. In addition, it may
not be possible for the Portfolio to hedge against a devaluation that is so
generally anticipated that the Portfolio is not able to contract to sell the
currency at a price above the devaluation level it anticipates.
As a result of the absence of established securities markets and
publicly-owned corporations in certain emerging market countries, as well as
restrictions on direct investment by foreign entities, the Portfolio may be able
to invest in such countries solely or primarily through American Depository
Receipts ("ADRs") (See "General Portfolio Techniques" below) or similar
securities and government approved investment vehicles. For example, due to
Chile's current investment restrictions (in most cases capital invested directly
in Chile cannot be repatriated for at least one year), the Portfolio's
investments in Chile primarily will be through investment in ADRs and
established Chilean investment companies not subject to repatriation
restrictions.
The Emerging Markets Portfolio may not invest more than 15% of its net
assets in illiquid securities. The Portfolio will treat any emerging market
country's securities that are subject to restrictions on repatriation for more
than seven days, as well as any securities issued in connection with an emerging
market country's debt conversion programs that are restricted as to remittance
of invested capital or profits, as illiquid securities for purposes of this
limitation.
Certain emerging market countries may impose unusually high withholding
taxes on
divi-
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dends payable to the Emerging Markets Portfolio, thereby effectively reducing
the Portfolio's investment income.
GENERAL PORTFOLIO TECHNIQUES
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
MORTGAGE-BACKED SECURITIES. The North American Government Securities
Portfolio, the Diversified Income Portfolio and the Balanced Portfolio may
invest in fixed-rate and adjustable rate United States mortgage-backed
securities ("Mortgage-Backed Securities"). There are currently three basic types
of U.S. Mortgage-Backed Securities: (i) those issued or guaranteed by the United
States Government or one of its agencies or instrumentalities, such as the
Government National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC")
(securities issued by GNMA, but not those issued by FNMA or FHLMC, are backed by
the "full faith and credit" of the United States); (ii) those issued by private
issuers that represent an interest in or are collateralized by Mortgage-Backed
Securities issued or guaranteed by the United States Government or one of its
agencies or instrumentalities; and (iii) those issued by private issuers that
represent an interest in or are collateralized by whole mortgage loans or
Mortgage-Backed Securities without a government guarantee but usually having
some form of private credit enhancement. (The latter category or Mortgage-Backed
Securities are not considered Government Securities for purposes of the
investment policies of the North American Government Securities Portfolio.
Canadian Mortgage-Backed Securities, in which that Portfolio may also invest,
are described above under "The North American Government Securities Portfolio.")
The Portfolios will invest in mortgage pass-through securities representing
participation interests in pools of residential mortgage loans originated by
United States governmental or private lenders such as banks, broker-dealers and
financing corporations and guaranteed, to the extent provided in such
securities, by the United States Government or one of its agencies or
instrumentalities. Such securities, which are ownership interests in the
underlying mortgage loans, differ from conventional debt securities, which
provide for periodic payment of interest in fixed amounts (usually semi-
annually) and principal payments at maturity or on specified call dates.
Mortgage pass-through securities provide for monthly payments that are a "pass-
through" of the monthly interest and principal payments (including any
prepayments) made by the individual borrowers on the pooled mortgage loans, net
of any fees paid to the guarantor of such securities and the servicer of the
underlying mortgage loans.
The guaranteed mortgage pass-through securities in which the Portfolios may
invest include those issued or guaranteed by GNMA, FNMA and FHLMC. GNMA
certificates are direct obligations of the U.S. Government and, as such, are
backed by the "full faith and credit" of the United States. FNMA is a federally
chartered, privately owned corporation and FHLMC is a corporate instrumentality
of the United States. FNMA and FHLMC certificates are not backed by the full
faith and credit of the United States, but the issuing agency or instrumentality
has the right to borrow, to meet its obligations, from an existing line of
credit with the U.S. Treasury. The U.S. Treasury has no legal obligation to
provide such line of credit and may choose not to do so.
Certificates for Mortgage-Backed Securities evidence an interest in a
specific pool of mortgages. These certificates are, in most cases, "modified
pass-through" instruments, wherein the issuing agency guarantees the payment of
principal and interest on mortgages underlying the certificates, whether or not
such amounts are collected by the issuer on the underlying mortgages.
ADJUSTABLE RATE MORTGAGE SECURITIES. The North American Government
Securities Portfolio, the Diversified Income Portfolio and the Balanced
Portfolio may also invest in adjustable rate mortgage securities ("ARMs"), which
are pass-through mortgage securities collateralized by mortgages with adjustable
rather than fixed rates. ARMs eligible for inclusion in a mortgage pool
generally provide for a fixed initial mortgage interest rate for either the
first three, six, twelve or thirteen scheduled monthly payments. Thereafter, the
interest rates are subject to periodic adjustment based on changes to a
designated benchmark index.
ARMs contain maximum and minimum rates beyond which the mortgage interest
rate may not vary over the lifetime of the security. In addition, certain ARMs
provide for additional limitations on the maximum amount by which the mortgage
interest rate may adjust for any single adjustment period. Alternatively,
certain ARMs contain limitations on changes in the required monthly payment. In
the event that a monthly payment is not sufficient to pay the interest accruing
on an ARM, any such excess interest is added to the principal balance of
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the mortgage loan, which is repaid through future monthly payments. If the
monthly payment for such an instrument exceeds the sum of the interest accrued
at the applicable mortgage interest rate and the principal payment required at
such point to amortize the outstanding principal balance over the remaining term
of the loan, the excess is utilized to reduce the then outstanding principal
balance of the ARM.
PRIVATE MORTGAGE PASS-THROUGH SECURITIES. The North American Government
Securities Portfolio, the Diversified Income Portfolio and the Balanced
Portfolio may invest in private mortgage pass-through securities, which are
structured similarly to the GNMA, FNMA and FHLMC mortgage pass-through
securities and are issued by originators of and investors in mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. These
securities usually are backed by a pool of conventional fixed rate or adjustable
rate mortgage loans. Since private mortgage pass-through securities typically
are not guaranteed by an entity having the credit status of GNMA, FNMA and
FHLMC, such securities generally are structured with one or more types of credit
enhancement.
COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH SECURITIES.
The North American Government Securities Portfolio, the Diversified Income
Portfolio and the Balanced Portfolio may invest in collateralized mortgage
obligations or "CMOs," which are debt obligations collateralized by mortgage
loans or mortgage pass-through securities. The Balanced Portfolio does not
intend to invest more than 5% of its total assets in CMOs. Typically, CMOs are
collateralized by GNMA, FNMA or FHLMC Certificates, but also may be
collateralized by whole loans or private mortgage pass-through securities (such
collateral collectively hereinafter referred to as "Mortgage Assets").
Multiclass pass-through securities are equity interests in a trust composed of
Mortgage Assets. Payments of principal of and interest on the Mortgage Assets,
and any reinvestment income thereon, provide the funds to pay debt service on
the CMOs or make scheduled distributions on the multiclass pass-through
securities. CMOs may be issued by agencies or instrumentalities of the United
States government, or by private originators of, or investors in, mortgage
loans, including savings and loan associations, mortgage banks, commercial
banks, investment banks and special purpose subsidiaries of the foregoing. The
issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage
Investment Conduit ("REMIC"). REMICs include governmental and/or private
entities that issue a fixed pool of mortgages secured by an interest in real
property. REMICs are similar to CMOs in that they issue multiple classes of
securities, but unlike CMOs, which are required to be structured as debt
securities, REMICs may be structured as indirect ownership interests in the
underlying assets of the REMICs themselves. However, there are no effects on the
Portfolio from investing in CMOs issued by entities that have elected to be
treated as REMICs, and all future references to CMOs shall also be deemed to
include REMICs. In addition, in reliance upon an interpretation by the staff of
the Securities and Exchange Commission, the North American Government Securities
Portfolio, the Diversified Income Portfolio and the Balanced Portfolio may
invest without limitation in CMOs and other Mortgage-Backed Securities which are
not by definition excluded from the provisions of the Act, and which have
obtained exemptive orders from such provisions from the Securities and Exchange
Commission.
In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche," is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates. Interest is paid or accrues on all classes of the CMOs on a monthly,
quarterly or semi-annual basis. Certain CMOs may have variable or floating
interest rates and others may be stripped (securities which provide only the
principal or interest feature of the underlying security).
The principal of and interest on the Mortgage Assets may be allocated among
the several classes of a CMO series in a number of different ways. Generally,
the purpose of the allocation of the cash flow of a CMO to the various classes
is to obtain a more predictable cash flow to the individual tranches than exists
with the underlying collateral of the CMO. As a general rule, the more
predictable the cash flow is on a CMO tranche, the lower the anticipated yield
will be on that tranche at the time of issuance relative to prevailing market
yields on Mortgage-Backed Securities. As part of the process of creating more
predictable cash flows on most of the tranches in a series of CMOs, one or more
tranches generally must be created that absorb most of the volatility in
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the cash flows on the underlying mortgage loans. The yields on these tranches
are generally higher than prevailing market yields on Mortgage-Backed Securities
with similar maturities. As a result of the uncertainty of the cash flows of
these tranches, the market prices of and yield on these tranches generally are
more volatile.
The North American Government Securities Portfolio may invest up to 10% of
its total assets, and the Balanced Portfolio may invest up to 5% of its total
assets, in inverse floaters. Inverse floaters constitute a class of CMOs with a
coupon rate that moves inversely to a designated index, such as the LIBOR
(London Inter-Bank Offered Rate) Index. Inverse floaters have coupon rates that
typically change at a multiple of the changes of the relevant index rate. Any
rise in the index rate (as a consequence of an increase in interest rates)
causes a drop in the coupon rate of an inverse floater while any drop in the
index rate causes an increase in the coupon of an inverse floater. In addition,
like most other fixed-income securities, the value of inverse floaters will
decrease as interest rates increase. Inverse floaters exhibit greater price
volatility than the majority of mortgage pass-through securities or CMOs. In
addition, some inverse floaters exhibit sensitivity to changes in prepayments.
As a result, the yield to maturity of an inverse floater is sensitive not only
to changes in interest rates but also to changes in prepayment rates on the
related underlying Mortgage Assets. The Sub-Adviser believes that,
notwithstanding the fact that inverse floaters exhibit price volatility, the use
of inverse floaters as a component of the Portfolio's overall portfolio, in
light of the Portfolio's anticipated portfolio composition in the aggregate, is
compatible with the North American Government Securities Portfolio's objective
to earn a high level of current income while maintaining relatively low
volatility of principal.
The North American Government Securities Portfolio, the Diversified Income
Portfolio and the Balanced Portfolio also may invest in, among other things,
parallel pay CMOs and Planned Amortization Class CMOs ("PAC Bonds"). Parallel
pay CMOs are structured to provide payments of principal on each payment date to
more than one class. These simultaneous payments are taken into account in
calculating the stated maturity date or final distribution date of each class,
which, as with other CMO structures, must be retired by its stated maturity date
or final distribution date but may be retired earlier. PAC Bonds generally
require payments of a specified amount of principal on each payment date. PAC
Bonds always are parallel pay CMOs with the required principal payment on such
securities having the highest priority after interest has been paid to all
classes.
STRIPPED MORTGAGE-BACKED SECURITIES. The North American Government
Securities Portfolio and the Diversified Income Portfolio may invest in Stripped
Mortgage-Backed Securities, which are derivative multiclass mortgage securities.
Stripped Mortgage-Backed Securities may be issued by agencies or
instrumentalities of the United States Government, or by private originators of,
or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing.
Stripped Mortgage-Backed Securities usually are structured with two classes
that receive different proportions of the interest and principal distribution on
a pool of Mortgage Assets. A common type of Stripped Mortgage-Backed Securities
will have one class receiving some of the interest and most of the principal
from the Mortgage Assets, while the other class will receive most of the
interest and the remainder of the principal. In the most extreme case, one class
will receive all of the interest (the interest-only or "IO" class), while the
other class will receive all of the principal (the principal-only or "PO"
class). PO classes generate income through the accretion of the deep discount at
which such securities are purchased, and, while PO classes do not receive
periodic payments of interest, they receive monthly payments associated with
scheduled amortization and principal prepayment from the Mortgage Assets
underlying the PO class. The yield to maturity on an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying Mortgage Assets, and a rapid rate of principal repayments may
have a material adverse effect on the Portfolio's yield to maturity. If the
underlying Mortgage Assets experience greater than anticipated prepayments of
principal, the Portfolio may fail to fully recoup its initial investment in
these securities even if the securities are rated Aaa by Moody's or AAA by S&P.
The North American Government Securities Portfolio and the Diversified
Income Portfolio may purchase Stripped Mortgage-Backed Securities for income, or
for hedging purposes to protect the Portfolio against interest rate
fluctuations. For example, since an IO class will tend to increase in value as
interest rates rise, it may be utilized to hedge against a decrease in value of
other fixed-income
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securities in a rising interest rate environment. The Fund's management
understands that the staff of the Securities and Exchange Commission considers
privately issued Stripped Mortgage-Backed Securities representing interest only
or principal only components of U.S. Government or other debt securities to be
illiquid securities. The Fund will treat such securities as illiquid so long as
the staff maintains such a position. Stripped Mortgage-Backed Securities issued
by the U.S. Government or its agencies, and which are backed by fixed-rate
mortgages, will be treated as liquid provided they are so determined by, or
under procedures approved by, the Trustees of the Fund. Each Portfolio may not
invest more than 15% of its total assets in illiquid securities.
TYPES OF CREDIT ENHANCEMENT. Mortgage-Backed Securities are often backed by
a pool of assets representing the obligations of a number of different parties.
To lessen the effect of failures by obligors on underlying assets to make
payments, those securities may contain elements of credit support, which fall
into two categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
resulting from default ensures ultimate payment of the obligations on at least a
portion of the assets in the pool. This protection may be provided through
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches. The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquencies or
losses in excess of those anticipated could adversely affect the return on an
investment in a security. The Portfolios will not pay any fees for credit
support, although the existence of credit support may increase the price of a
security.
ASSET-BACKED SECURITIES. The North American Government Securities
Portfolio, the Diversified Income Portfolio and the Balanced Portfolio may
invest in Asset-Backed Securities. Asset-Backed Securities represent the
securitization techniques used to develop Mortgage-Backed Securities applied to
a broad range of other assets. Through the use of trusts and special purpose
corporations, various types of assets, primarily automobile and credit card
receivables and home equity loans, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above or in
a pay-through structure similar to the CMO structure.
RISKS OF MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Mortgage-Backed and
Asset-Backed Securities have certain different characteristics than traditional
debt securities. Among the major differences are that interest and principal
payments are made more frequently, usually monthly, and that principal may be
prepaid at any time because the underlying mortgage loans or other assets
generally may be prepaid at any time. As a result, if a Portfolio purchases such
a security at a premium, a prepayment rate that is faster than expected may
reduce yield to maturity, while a prepayment rate that is slower than expected
may have the opposite effect of increasing yield to maturity. Alternatively, if
a Portfolio purchases these securities at a discount, faster than expected
prepayments will increase, while slower than expected prepayments may reduce,
yield to maturity. Each of the North American Government Securities Portfolio
and the Diversified Income Portfolio may invest a portion of its assets in
derivative Mortgage-Backed Securities such as Stripped Mortgage-Backed
Securities which are highly sensitive to changes in prepayment and interest
rates. The Investment Manager and/or the Sub-Adviser will seek to manage these
risks (and potential benefits) by investing in a variety of such securities and
through hedging techniques.
Mortgage-Backed and Asset-Backed Securities, like all fixed-income
securities, generally decrease in value as a result of increases in interest
rates. In addition, although generally the value of fixed-income securities
increases during periods of falling interest rates and decreases during periods
of rising interest rates, as a result of prepayments and other factors, this is
not always the case with respect to Mortgage-Backed and Asset-Backed Securities.
Although the extent of prepayments on a pool of mortgage loans depends on
various economic and other factors, as a general rule prepayments on fixed rate
mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, amounts
available for reinvestment by a Portfolio are likely to be greater during a
period of declining interest rates and, as a result, likely to be reinvested at
lower interest rates than during a period of rising interest
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rates. Asset-Backed Securities, although less likely to experience the same
prepayment rates as Mortgage-Backed Securities, may respond to certain of the
same factors influencing prepayments, while at other times different factors,
such as changes in credit use and payment patterns resulting from social, legal
and economic factors, will predominate. Mortgage-Backed and Asset-Backed
Securities generally decrease in value as a result of increases in interest
rates and may benefit less than other fixed income securities from declining
interest rates because of the risk of prepayment.
There are certain risks associated specifically with CMOs. CMOs issued by
private entities are not U.S. Government securities and are not guaranteed by
any government agency, although the securities underlying a CMO may be subject
to a guarantee. Therefore, if the collateral securing the CMO, as well as any
third party credit support or guarantees, is insufficient to make payment, the
holder could sustain a loss. However, the North American Government Securities
Portfolio will invest in CMOs issued by private entities only if the CMOs are
rated Aa or higher by Moody's or AA or higher by S&P, the Balanced Portfolio
will invest in such CMOs only if the CMOs are rated Baa or higher by Moody's or
BBB or higher by S&P, and the Diversified Income Portfolio will invest in such
CMOs only if the CMOs are rated Aaa by Moody's or AAA by S&P, or, if unrated,
such CMOs are determined to be of comparable quality to the permitted rated
investments. Also, a number of different factors, including the extent of
prepayment of principal of the Mortgage Assets, affect the availability of cash
for principal payments by the CMO issuer on any payment date and, accordingly,
affect the timing of principal payments on each CMO class.
Part of the investment strategy of the North American Government Securities
Portfolio may involve combining two classes of CMOs: IOs and inverse floaters.
Both of these classes are highly sensitive to changes in interest and prepayment
rates. As a result each individually is highly volatile. The Sub-Adviser
believes that in combination, IOs and inverse floaters may produce higher yields
than more traditional securities such as U.S. Treasuries or Mortgage-Backed
Securities while maintaining a relatively low degree of volatility. This results
from the fact that changes in the value of inverse floaters tend to be inversely
proportional to the direction of interest rates as is the case with traditional
fixed-income securities, while the value of IOs often is directly proportional
to the direction of interest rates, so when used in combination, inverse
floaters and IOs can serve as a hedging device for the Portfolio. However,
effective use of this hedging technique is dependent upon the Sub-Adviser's
ability to correctly hedge the securities by forecasting interest rate
volatility and corresponding prepayment rates. In the event that assumptions are
erroneous the Portfolio's yield may be reduced.
Asset-Backed Securities involve certain risks that are not posed by
Mortgage-Backed Securities, resulting mainly from the fact that Asset-Backed
Securities do not usually contain the complete benefit of a security interest in
the related collateral. For example, credit card receivables generally are
unsecured and the debtors are entitled to the protection of a number of state
and federal consumer credit laws, some of which may reduce the ability to obtain
full payment. In the case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on these securities.
New instruments and variations of existing Mortgage-Backed Securities and
Asset-Backed Securities continue to be developed. The North American Government
Securities Portfolio, the Diversified Income Portfolio and the Balanced
Portfolio, following revision to the Fund's Prospectus, may invest in any such
instruments or variations as may be developed, to the extent consistent with
their investment objectives and policies and applicable regulatory requirements.
---------
FOREIGN SECURITIES. The Emerging Markets Portfolio will invest primarily in
foreign securities. The North American Government Securities Portfolio, the
Diversified Income Portfolio and the Global Equity Portfolio will invest
extensively in foreign securities. The Core Equity Portfolio may invest up to
25% of the value of its total assets, and the Developing Growth Portfolio may
invest up to 10% of the value of its total assets, in each case at the time of
purchase, in foreign securities (other than securities of Canadian issuers
registered under the Securities Exchange Act of 1934 or American Depository
Receipts ("ADRs") (described below), on which there is no such limit). The
Balanced Portfolio may invest up to 25% of the value of its total assets, at the
time of purchase, in non-U.S. dollar denominated foreign securities (other than
securities of Canadian issuers registered under the Securities Exchange Act of
1934 or ADRs, on which there is no such
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limit). Investments in certain Canadian issuers may be speculative due to
certain political risks and may be subject to substantial price fluctuations.
The American Value Portfolio may invest up to 35% of the value of its total
assets, and the Utilities Portfolio may invest up to 10% of the value of its
total assets, in each case at the time of purchase, in foreign securities. The
Dividend Growth Portfolio may invest in ADRs. The Value-Added Market Portfolio
may purchase common stock, including ADRs, of foreign corporations represented
in the S&P Index. Each Portfolio other than the Money Market Portfolio may
invest in Eurodollar certificates of deposit. Each Portfolio's investments in
unlisted foreign securities, if any, are subject to the Portfolio's overall
policy limiting its investments in illiquid securities to 15% or less of net
assets.
Investors should carefully consider the risks of investing in securities of
foreign issuers and securities denominated in non-U.S. currencies. Fluctuations
in the relative rates of exchange among the currencies of the United States and
foreign countries will affect the value of a Portfolio's investments. Changes in
foreign currency exchange rates relative to the U.S. dollar will affect the U.S.
dollar value of the Portfolio's assets denominated in that currency and thereby
impact upon the Portfolio's total return on such assets.
Foreign currency exchange rates are determined by forces of supply and
demand on the foreign exchange markets. These forces are themselves affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. Moreover,
foreign currency exchange rates may be affected by the regulatory control of the
exchanges on which the currencies trade. The foreign currency transactions of a
Portfolio will be conducted on a spot basis or, in the case of the North
American Government Securities Portfolio, the Diversified Income Portfolio, the
Balanced Portfolio, the Global Equity Portfolio and the Emerging Markets
Portfolio, through forward foreign currency exchange contracts (described below)
or futures contracts (described below under "Options and Futures Transactions").
A Portfolio will incur certain costs in connection with these currency
transactions.
Investments in foreign securities will also occasion risks relating to
political and economic developments abroad, including the possibility of
expropriations or confiscatory taxation, limitations on the use or transfer of
Portfolio assets and any effects of foreign social, economic or political
instability. Political and economic developments in Europe, especially as they
relate to changes in the structure of the European Union and the anticipated
development of a unified common market, may have profound effects upon the value
of a large segment of the Global Equity Portfolio, in particular. Continued
progress in the evolution of, for example, a united European common market may
be slowed by unanticipated political or social events and may, therefore,
adversely affect the value of certain of the securities held by a Portfolio.
Foreign companies are not subject to the regulatory requirements of U.S.
companies and, as such, there may be less publicly available information about
such companies. Moreover, foreign companies are not subject to uniform
accounting, auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies.
Securities of foreign issuers may be less liquid than comparable securities
of U.S. issuers and, as such, their price changes may be more volatile.
Furthermore, foreign exchanges and broker-dealers are generally subject to less
government and exchange scrutiny and regulation than their American
counterparts. Brokerage commissions, dealer concessions and other transaction
costs may be higher on foreign markets than in the U.S. In addition, differences
in clearance and settlement procedures on foreign markets may occasion delays in
settlements of Portfolio trades effected in such markets. Inability to dispose
of portfolio securities due to settlement delays could result in losses to a
Portfolio due to subsequent declines in value of such securities and the
inability of the Portfolio to make intended security purchases due to settlement
problems could result in a failure of the Portfolio to make potentially
advantageous investments. To the extent a Portfolio purchases Eurodollar
certificates of deposit, consideration will be given to their domestic
marketability, the lower reserve requirements normally mandated for overseas
banking operations, the possible impact of interruptions in the flow of
international currency transactions, and future international political and
economic developments which might adversely affect the payment of principal or
interest.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The North American Government
Securities Portfolio, the Diversified Income Portfolio, the Balanced Portfolio,
the Global Equity Portfolio and the Emerging Markets Portfolio may engage in
transactions involving forward foreign currency exchange
con-
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tracts ("forward contracts"). A forward contract involves an obligation to
purchase or sell a currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. These Portfolios may enter into forward contracts as a
hedge against fluctuations in future foreign exchange rates.
Currently, only a limited market exists for hedging transactions relating to
the Mexican peso. This may limit the North American Government Securities
Portfolio's ability to effectively hedge its investments in Mexico. Hedging
against a decline in the value of a currency does not eliminate fluctuations in
the prices of portfolio securities or prevent losses if the prices of such
securities decline. Such transactions also limit the opportunity for gain if the
value of the hedged currency should rise. Moreover, it may not be possible for
the Portfolio to hedge against a devaluation that is so generally anticipated
that the Portfolio is not able to contract to sell the currency at a price above
the devaluation level it anticipates.
The Portfolios will enter into forward contracts under various
circumstances. When a Portfolio enters into a contract for the purchase or sale
of a security denominated in a foreign currency, it may, for example, desire to
"lock in" the price of the security in U.S. dollars or some other foreign
currency which the Portfolio is temporarily holding in its portfolio. By
entering into a forward contract for the purchase or sale, for a fixed amount of
dollars or other currency, of the amount of foreign currency involved in the
underlying security transactions, the Portfolio will be able to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar or other currency which is being used for the security
purchase and the foreign currency in which the security is denominated during
the period between the date on which the security is purchased or sold and the
date on which payment is made or received.
At other times, when, for example, it is believed that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar or some other foreign currency, a Portfolio may enter into a forward
contract to sell, for a fixed amount of dollars or other currency, the amount of
foreign currency approximating the value of some or all of the Portfolio's
securities (or securities which the Portfolio has purchased for its portfolio)
denominated in such foreign currency. Under identical circumstances, the
Portfolio may enter into a forward contract to sell, for a fixed amount of U.S.
dollars or other currency, an amount of foreign currency other than the currency
in which the securities to be hedged are denominated approximating the value of
some or all of the portfolio securities to be hedged. This method of hedging,
called "cross-hedging," will be selected when it is determined that the foreign
currency in which the portfolio securities are denominated has insufficient
liquidity or is trading at a discount as compared with some other foreign
currency with which it tends to move in tandem.
In addition, when a Portfolio anticipates purchasing securities at some time
in the future, and wishes to lock in the current exchange rate of the currency
in which those securities are denominated against the U.S. dollar or some other
foreign currency, it may enter into a forward contract to purchase an amount of
currency equal to some or all of the value of the anticipated purchase, for a
fixed amount of U.S. dollars or other currency.
Lastly, the Portfolios are permitted to enter into forward contracts with
respect to currencies in which certain of their portfolio securities are
denominated and on which options have been written (see "Options and Futures
Transactions" below and in the Statement of Additional Information).
In all of the above circumstances, if the currency in which portfolio
securities (or anticipated portfolio securities) are denominated rises in value
with respect to the currency which is being purchased (or sold), then the
Portfolio will have realized fewer gains than had the Portfolio not entered into
the forward contracts. Moreover, the precise matching of the forward contract
amounts and the value of the securities involved will not generally be possible,
since the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The North
American Government Securities Portfolio, the Diversified Income Portfolio, the
Balanced Portfolio, the Global Equity Portfolio and the Emerging Markets
Portfolio are not required to enter into such transactions with regard to their
foreign currency-denominated securities and will not do so unless deemed
appropriate by the Investment Manager or the Sub-Adviser. The Portfolios
generally will not enter into a forward contract with a term of greater than one
year, although they may enter into forward contracts for periods of
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up to five years. The Portfolios may be limited in their ability to enter into
hedging transactions involving forward contracts by the Internal Revenue Code
requirements relating to qualification as a regulated investment company (see
"Dividends, Distributions and Taxes").
AMERICAN DEPOSITORY RECEIPTS AND EUROPEAN DEPOSITORY RECEIPTS. The
Diversified Income Portfolio, the Balanced Portfolio, the Utilities Portfolio,
the Core Equity Portfolio, the Global Equity Portfolio, the Developing Growth
Portfolio and the Emerging Markets Portfolio may also invest in securities of
foreign issuers in the form of American Depository Receipts (ADRs), European
Depository Receipts (EDRs) or other similar securities convertible into
securities of foreign issuers, including ADRs sponsored by persons other than
the underlying issuers ("unsponsored ADRs"). In addition, the North American
Government Securities Portfolio, the Dividend Growth Portfolio, the Value-Added
Market Portfolio and the American Value Portfolio may invest in ADRs. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically issued
by a United States bank or trust company evidencing ownership of the underlying
securities. EDRs are European receipts evidencing a similar arrangement.
Generally, ADRs, in registered form, are designed for use in the United States
securities markets and EDRs, in bearer form, are designed for use in European
securities markets. Generally, issuers of the stock of unsponsored ADRs are not
obligated to distribute material information in the United States and,
therefore, there may not be a correlation between such information and the
market value of such ADRs.
SECURITIES OF OTHER INVESTMENT COMPANIES. Each of the Global Equity
Portfolio and the Emerging Markets Portfolio may invest up to 10% of its total
assets in securities issued by other investment companies. Such investments are
necessary in order to participate in certain foreign markets where foreigners
are prohibited from investing directly in the securities of individual issuers.
The Portfolio will incur any indirect expenses incurred through investment in an
investment company, such as the payment of a management fee (which may result in
the payment of an additional advisory fee). Furthermore, it should be noted that
foreign investment companies are not subject to the U.S. securities laws and may
be subject to fewer or less stringent regulations than U.S. investment
companies.
INVESTMENTS IN FIXED-INCOME SECURITIES. Each Portfolio may invest in
fixed-income securities. All fixed-income securities are subject to two types of
risks: the credit risk and the interest rate risk. The credit risk relates to
the ability of the issuer to meet interest or principal payments or both as they
come due. Generally, higher yielding fixed-income securities are subject to a
credit risk to a greater extent than lower yielding fixed-income securities (see
below). The interest rate risk refers to the fluctuations in the net asset value
of any portfolio of fixed-income securities resulting from the inverse
relationship between price and yield of fixed-income securities; that is, when
the general level of interest rates rises, the prices of outstanding
fixed-income securities decline, and when interest rates fall, prices rise.
INVESTMENTS IN SECURITIES RATED BAA BY MOODY'S OR BBB BY S&P. The North
American Government Securities Portfolio, the Balanced Portfolio, the Utilities
Portfolio, the Dividend Growth Portfolio, the American Value Portfolio, the
Developing Growth Portfolio and the Global Equity Portfolio may invest a portion
of their assets in fixed-income securities rated at the time of purchase Baa or
better by Moody's Investors Service, Inc. ("Moody's") or BBB or better by
Standard & Poor's Corporation ("S&P"). Investments in fixed-income securities
rated either Baa by Moody's or BBB by S&P (the lowest credit ratings designated
"investment grade") may have speculative characteristics and, therefore, changes
in economic conditions or other circumstances are more likely to weaken their
capacity to make principal and interest payments than would be the case with
investments in securities with higher credit ratings. If a bond held by any of
these Portfolios is downgraded by a rating agency to a rating below Baa or BBB,
the Portfolio will retain such security in its portfolio until the Investment
Manager or, in the case of the North American Government Securities Portfolio
and the Balanced Portfolio, the Sub-Adviser determines that it is practicable to
sell the security without undue market or tax consequences to the Portfolio. In
the event that such downgraded securities constitute 5% or more of the
Portfolio's assets, the Investment Manager or, in the case of the North American
Government Securities Portfolio and the Balanced Portfolio, the Sub-Adviser will
seek to sell immediately sufficient securities to reduce the total to below 5%.
The risks of holding lower-rated securities are described below. See the
Appendix for an explanation of Moody's and S&P ratings.
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Groupings (1) and (2) of the Diversified Income Portfolio may continue to
hold fixed-income securities which have been downgraded by a rating agency to a
rating as low as Baa or BBB. However, if a bond held by either of these
groupings is downgraded by a rating agency to a rating below Baa or BBB, the
Portfolio will seek to sell such security immediately.
SPECIAL CONSIDERATIONS FOR INVESTMENTS IN HIGH YIELD SECURITIES. Because of
the special nature of the Diversified Income Portfolio's and the Emerging
Markets Portfolio's investments in high yield securities, commonly known as
"junk bonds," the Investment Manager or, in the case of the Emerging Markets
Portfolio, the Sub-Adviser must take account of certain special considerations
in assessing the risks associated with such investments. Although the growth of
the high yield securities market in the 1980s had paralleled a long economic
expansion, recently many issuers have been affected by adverse economic and
market conditions. It should be recognized that an economic downturn or increase
in interest rates is likely to have a negative effect on the high yield bond
market and on the value of the high yield securities held by the Portfolios, as
well as on the ability of the securities' issuers to repay principal and
interest on their borrowings.
The prices of high yield securities have been found to be less sensitive to
changes in prevailing interest rates than higher-rated investments, but are
likely to be more sensitive to adverse economic changes or individual corporate
developments. During an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial stress which
would adversely affect their ability to service their principal and interest
payment obligations, to meet their projected business goals or to obtain
additional financing. If the issuer of a fixed-income security owned by a
Portfolio defaults, the Portfolio may incur additional expenses to seek
recovery. In addition, periods of economic uncertainty and change can be
expected to result in an increased volatility of market prices of high yield
securities and a concomitant volatility in the net asset value of a share of the
Portfolio. Moreover, the market prices of certain of the securities which are
structured as zero coupon and payment-in-kind securities are affected to a
greater extent by interest rate changes and thereby tend to be more volatile
than securities which pay interest periodically and in cash (see "Dividends,
Distributions and Taxes" for a discussion of the tax ramifications of
investments in such securities).
The secondary market for high yield securities may be less liquid than the
markets for higher quality securities and, as such, may have an adverse effect
on the market prices of certain securities. The limited liquidity of the market
may also adversely affect the ability of the Fund's Trustees to arrive at a fair
value for certain high yield securities at certain times and could make it
difficult for the Portfolios to sell certain securities.
New laws and proposed new laws may have a potentially negative impact on the
market for high yield bonds. For example, present legislation requires
federally-insured savings and loan associations to divest their investments in
high yield bonds. This legislation and other proposed legislation may have an
adverse effect upon the value of high yield securities and a concomitant
negative impact upon the net asset value of a share of the Diversified Income
Portfolio and the Emerging Markets Portfolio.
CONVERTIBLE SECURITIES. The Diversified Income Portfolio, the Balanced
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the Core
Equity Portfolio, the American Value Portfolio, the Global Equity Portfolio, the
Developing Growth Portfolio and the Emerging Markets Portfolio may invest a
portion of their assets in convertible securities. A convertible security is a
bond, debenture, note, preferred stock or other security that may be converted
into or exchanged for a prescribed amount of common stock of the same or a
different issuer within a particular period of time at a specified price or
formula. Convertible securities rank senior to common stocks in a corporation's
capital structure and, therefore, entail less risk than the corporation's common
stock. The value of a convertible security is a function of its "investment
value" (its value as if it did not have a conversion privilege), and its
"conversion value" (the security's worth if it were to be exchanged for the
underlying security, at market value, pursuant to its conversion privilege).
To the extent that a convertible security's investment value is greater than
its conversion value, its price will be primarily a reflection of such
investment value and its price will be likely to increase when interest rates
fall and decrease when interest rates rise, as with a fixed-income security (the
credit standing of the issuer and other factors may also have an effect on the
convertible security's value). If the conversion value exceeds the investment
value, the price of the convertible security will rise above its investment
value and, in addition, will sell at some premium over its conversion value.
(This premium
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represents the price investors are willing to pay for the privilege of
purchasing a fixed-income security with a possibility of capital appreciation
due to the conversion privilege.) At such times the price of the convertible
security will tend to fluctuate directly with the price of the underlying equity
security.
Because of the special nature of the permitted investments of the
Diversified Income Portfolio, the Core Equity Portfolio and the Emerging Markets
Portfolio in lower rated convertible securities, the Investment Manager or, in
the case of the Core Equity Portfolio and the Emerging Markets Portfolio, the
Sub-Adviser must take account of certain special considerations in assessing the
risks associated with such investments. The prices of lower rated securities
have been found to be less sensitive to changes in prevailing interest rates
than higher rated investments, but are likely to be more sensitive to adverse
economic changes or individual corporate developments. During an economic
downturn or substantial period of rising interest rates, highly leveraged
issuers may experience financial stress which would adversely affect their
ability to service their principal and interest payment obligations, to meet
their projected business goals or to obtain additional financing. If the issuer
of a fixed-income security owned by the Portfolio defaults, the Portfolio may
incur additional expenses to seek recovery. In addition, periods of economic
uncertainty and change can be expected to result in an increased volatility of
market prices of lower rated securities and a corresponding volatility in the
net asset value of a share of the Portfolio.
MONEY MARKET INSTRUMENTS. Money market instruments in which each Portfolio
other than the Money Market Portfolio and the Diversified Income Portfolio may
invest are securities issued or guaranteed by the U.S. Government (Treasury
bills, notes and bonds); obligations of banks subject to regulation by the U.S.
Government and having total assets of $1 billion or more; Eurodollar
certificates of deposit; obligations of savings banks and savings and loan
associations having total assets of $1 billion or more; fully insured
certificates of deposit; and commercial paper rated within the two highest
grades by Moody's or S&P or, if not rated, issued by a company having an
outstanding debt issue rated AAA by S&P or Aaa by Moody's, and which mature
within thirteen months from the date of purchase. Money market instruments in
which the Money Market Portfolio and the Diversified Income Portfolio may invest
are described above under "The Money Market Portfolio" and "The Diversified
Income Portfolio."
REPURCHASE AGREEMENTS. Each Portfolio of the Fund may enter into repurchase
agreements, which may be viewed as a type of secured lending by the Portfolio,
and which typically involve the acquisition by the Portfolio of debt securities,
from a selling financial institution such as a bank, savings and loan
association or broker-dealer. The agreement provides that the Portfolio will
sell back to the institution, and that the institution will repurchase, the
underlying security at a specified price and at a fixed time in the future,
usually not more than seven days from the date of purchase.
While repurchase agreements involve certain risks not associated with direct
investments in debt securities, each Portfolio follows procedures designed to
minimize such risks. These procedures include effecting repurchase transactions
only with large, well-capitalized and well-established financial institutions
whose financial condition will be continually monitored by the Investment
Manager or, in the case of the North American Government Securities Portfolio,
the Balanced Portfolio, the Core Equity Portfolio and the Emerging Markets
Portfolio, the Sub-Adviser, subject to procedures established by the Trustees of
the Fund. In addition, as described above, the value of the collateral
underlying the repurchase agreement will be at least equal to the repurchase
price, including any accrued interest earned on the repurchase agreement. In the
event of a default or bankruptcy by selling a financial institution, the
Portfolio will seek to liquidate such collateral. However, the exercising of the
Portfolio's right to liquidate such collateral could involve certain costs or
delays and, to the extent that proceeds from any sale upon a default of the
obligation to repurchase were less than the repurchase price, the Portfolio
could suffer a loss. It is the current policy of each Portfolio not to invest in
repurchase agreements that do not mature within seven days if any such
investment, together with any other illiquid assets held by the Portfolio,
amounts to more than 15% (10% in the case of the Money Market Portfolio) of its
net assets.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. Each of the Money Market
Portfolio, the North American Government Securities Portfolio, the Diversified
Income Portfolio and the Balanced Portfolio may also use reverse repurchase
agreements, and each of the North American Government Securities Portfolio, the
Diversified Income Portfolio and the Balanced Portfolio may also use
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dollar rolls, as part of its investment strategy. Reverse repurchase agreements
involve sales by the Portfolio of portfolio assets concurrently with an
agreement by the Portfolio to repurchase the same assets at a later date at a
fixed price. During the reverse repurchase agreement period, the Portfolio
continues to receive principal and interest payments on these securities.
Generally, the effect of such a transaction is that the Portfolio can recover
all or most of the cash invested in the portfolio securities involved during the
term of the reverse repurchase agreement, while it will be able to keep the
interest income associated with those portfolio securities. Such transactions
are only advantageous if the interest cost to the Portfolio of the reverse
repurchase transaction is less than the cost of obtaining the cash otherwise.
A Portfolio may enter into dollar rolls in which the Portfolio sells
securities for delivery in the current month and simultaneously contracts to
repurchase substantially similar (same type and coupon) securities on a
specified future date. During the roll period, the Portfolio forgoes principal
and interest paid on the securities. The Portfolio is compensated by the
difference between the current sales price and the lower forward price for the
future purchase (often referred to as the "drop") as well as by the interest
earned on the cash proceeds of the initial sale.
The Portfolio will establish a segregated account with its custodian bank in
which it will maintain cash, U.S. Government securities or other liquid high
grade debt obligations equal in value to its obligations in respect of reverse
repurchase agreements and dollar rolls. Reverse repurchase agreements and dollar
rolls involve the risk that the market value of the securities the Portfolio is
obligated to repurchase under the agreement may decline below the repurchase
price. In the event the buyer of securities under a reverse repurchase agreement
or dollar roll files for bankruptcy or becomes insolvent, the Portfolio's use of
the proceeds of the agreement may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the Portfolio's
obligation to repurchase the securities. Reverse repurchase agreements and
dollar rolls are speculative techniques involving leverage, and are considered
borrowings by the Portfolio. Under the requirements of the Act, each Portfolio
is required to maintain an asset coverage (including the proceeds of the
borrowings) of at least 300% of all borrowings. The North American Government
Securities Portfolio, the Diversified Income Portfolio and the Balanced
Portfolio do not expect to engage in reverse repurchase agreements and dollar
rolls with respect to greater than 25% of the Portfolio's total assets. For
purposes other than meeting redemptions, reverse repurchase agreements may not
exceed 5% of the Money Market Portfolio's total assets.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS. From
time to time, in the ordinary course of business, each Portfolio (other than the
Value-Added Market Portfolio) may purchase securities on a when-issued or
delayed delivery basis or may purchase or sell securities on a forward
commitment basis. When such transactions are negotiated, the price is fixed at
the time of the commitment, but delivery and payment can take place a month or
more after the date of the commitment. While a Portfolio will only purchase
securities on a when-issued, delayed delivery or forward commitment basis with
the intention of acquiring the securities, a Portfolio may sell the securities
before the settlement date, if it is deemed advisable. The securities so
purchased or sold are subject to market fluctuation and no interest accrues to
the purchaser during this period. At the time a Portfolio makes the commitment
to purchase or sell securities on a when-issued, delayed delivery or forward
commitment basis, it will record the transaction and thereafter reflect the
value, each day, of such security purchased or, if a sale, the proceeds to be
received, in determining its net asset value. At the time of delivery of the
securities, their value may be more or less than the purchase or sale price. A
Portfolio will also establish a segregated account with its custodian bank in
which it will continually maintain cash, U.S. Government securities or other
liquid high grade debt portfolio securities equal in value to commitments to
purchase securities on a when-issued, delayed delivery or forward commitment
basis. An increase in the percentage of a Portfolio's assets committed to the
purchase of securities on a when-issued, delayed delivery or forward commitment
basis may increase the volatility of the Portfolio's net asset value.
WHEN, AS AND IF ISSUED SECURITIES. Each Portfolio (other than the Money
Market Portfolio and the Value-Added Market Portfolio) may purchase securities
on a "when, as and if issued" basis under which the issuance of the security
depends upon the occurrence of a subsequent event, such as approval of a merger,
corporate reorganization or debt restructuring. The commitment for the purchase
of any such security will not be recognized in
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the portfolio until the Investment Manager or, in the case of the North American
Government Securities Portfolio, the Balanced Portfolio, the Core Equity
Portfolio and the Emerging Markets Portfolio, the Sub-Adviser determines that
the issuance of the security is probable, whereupon the accounting treatment for
such commitment will be the same as for a commitment to purchase a security on a
when-issued, delayed delivery or forward commitment basis, described above and
in the Statement of Additional Information. An increase in the percentage of a
Portfolio's assets committed to the purchase of securities on a "when, as and if
issued" basis may increase the volatility of its net asset value.
PRIVATE PLACEMENTS AND RESTRICTED SECURITIES. Each of the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Balanced
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the Core
Equity Portfolio, the American Value Portfolio, the Global Equity Portfolio, the
Developing Growth Portfolio and the Emerging Markets Portfolio may invest up to
15% of its total assets in securities for which there is no readily available
market including certain of those which are subject to restrictions on resale
because they have not been registered under the Securities Act of 1933, as
amended (the "Securities Act") or which are otherwise not readily marketable.
(Securities eligible for resale pursuant to Rule 144A under the Securities Act,
and determined to be liquid pursuant to the procedures discussed in the
following paragraph, are not subject to the foregoing limitation.) These
securities are generally referred to as private placements or restricted
securities. Limitations on the resale of such securities may have an adverse
effect on their marketability, and may prevent the Portfolio from disposing of
them promptly at reasonable prices. The Portfolio may have to bear the expense
of registering such securities for resale and the risk of substantial delays in
effecting such registration.
The Securities and Exchange Commission has adopted Rule 144A under the
Securities Act, which permits the Portfolios to sell restricted securities to
qualified institutional buyers without limitation. The Investment Manager or, in
the case of the North American Government Securities Portfolio, the Balanced
Portfolio, the Core Equity Portfolio and the Emerging Markets Portfolio, the
Sub-Adviser, pursuant to procedures adopted by the Trustees of the Fund, will
make a determination as to the liquidity of each restricted security purchased
by the Portfolio. If a restricted security is determined to be "liquid," such
security will not be included within the category "illiquid securities," which
under current policy may not exceed 15% of a Portfolio's total assets.
Restricted securities in which the Money Market Portfolio may invest are
described above under "The Money Market Portfolio."
ZERO COUPON SECURITIES. A portion of the Government Securities purchased by
the North American Government Securities Portfolio, a portion of the U.S.
Government securities purchased by the Utilities Portfolio, the Dividend Growth
Portfolio, the American Value Portfolio and the Global Equity Portfolio, and a
portion of the fixed-income securities purchased by the Diversified Income
Portfolio, the Balanced Portfolio and the Emerging Markets Portfolio may be zero
coupon securities. Such securities are purchased at a discount from their face
amount, giving the purchaser the right to receive their full value at maturity.
The interest earned on such securities is, implicitly, automatically compounded
and paid out at maturity. While such compounding at a constant rate eliminates
the risk of receiving lower yields upon reinvestment of interest if prevailing
interest rates decline, the owner of a zero coupon security will be unable to
participate in higher yields upon reinvestment of interest received on interest-
paying securities if prevailing interest rates rise. For this reason, zero
coupon securities are subject to substantially greater price fluctuations during
periods of changing prevailing interest rates than are comparable securities
which pay interest on a current basis.
The zero coupon securities in which the North American Government Securities
Portfolio may invest are primarily Canadian Government Securities with remaining
maturities of two years or less issued by Canadian provinces. Such securities
generally are currently readily available only in the form of zero coupon
securities.
A zero coupon security pays no interest to its holder during its life.
Therefore, to the extent a Portfolio invests in zero coupon securities, it will
not receive current cash available for distribution to shareholders. Management
believes that a limited use of zero coupon securities by a Portfolio may enable
the Portfolio to increase the income available to shareholders (as a result of
the yield premium often obtainable on such securities) without significantly
increasing the volatility of the Portfolio's net asset value, although there is
no assurance this can be achieved.
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WARRANTS. Each Portfolio (other than the Money Market Portfolio, the North
American Government Securities Portfolio and the Value-Added Market Portfolio)
may acquire warrants attached to other securities and, in addition, each
Portfolio other than the Money Market Portfolio, the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Utilities Portfolio
and the Value-Added Market Portfolio may invest up to 5% of the value of its
total assets in warrants not attached to other securities, including up to 2% of
such assets in warrants not listed on either the New York or American Stock
Exchange. Warrants are, in effect, an option to purchase equity securities at a
specific price, generally valid for a specific period of time, and have no
voting rights, pay no dividends and have no rights with respect to the
corporation issuing them. If warrants remain unexercised at the end of the
exercise period, they will lapse and the Portfolio's investment in them will be
lost. The prices of warrants do not necessarily move parallel to the prices of
the underlying securities.
OPTIONS AND FUTURES TRANSACTIONS
Each of the North American Government Securities Portfolio, the Diversified
Income Portfolio, the Utilities Portfolio, the American Value Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio may write covered
call options against securities held in its portfolio and covered put options on
eligible portfolio securities (the Utilities Portfolio, the American Value
Portfolio and the Global Equity Portfolio may also write covered put and call
options on stock indexes) and purchase options of the same or similar series to
effect closing transactions, and may hedge against potential changes in the
market value of its investments (or anticipated investments) by purchasing put
and call options on securities which it holds (or has the right to acquire) in
its portfolio and engaging in transactions involving interest rate futures
contracts and bond index futures contracts and options on such contracts. The
Utilities Portfolio, the American Value Portfolio, the Global Equity Portfolio
and the Emerging Markets Portfolio may also hedge against such changes by
entering into transactions involving stock index futures contracts and options
thereon and (except for the Emerging Markets Portfolio) options on stock
indexes. The Value-Added Market Portfolio may purchase futures contracts on
stock indexes such as the S&P Index and the New York Stock Exchange Composite
Index and may sell such futures contracts to effect closing transactions. The
North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may
also hedge against potential changes in the market value of the currencies in
which their investments (or anticipated investments) are denomi-
nated by purchasing put and call options on currencies and engaging in
transactions involving currencies futures contracts and options on such
contracts.
Call and put options on U.S. Treasury notes, bonds and bills, on various
foreign currencies and on equity securities are listed on Exchanges and are
written in over-the-counter transactions ("OTC options"). Listed options are
issued or guaranteed by the exchange on which they trade or by a clearing
corporation such as the Options Clearing Corporation ("OCC"). Ownership of a
listed call option gives the Portfolio the right to buy from the OCC (in the
U.S.) or other clearing corporation or exchange the underlying security covered
by the option at the stated exercise price (the price per unit of the underlying
security) by filing an exercise notice prior to the expiration of the option.
The writer (seller) of the option would then have the obligation to sell to the
OCC (in the U.S.) or other clearing corporation or exchange the underlying
security at that exercise price prior to the expiration date of the option,
regardless of its then current market price. Ownership of a listed put option
would give the Portfolio the right to sell the underlying security to the OCC
(in the U.S.) or other clearing corporation or exchange at the stated exercise
price. Upon notice of exercise of the put option, the writer of the put would
have the obligation to purchase the underlying security from the OCC (in the
U.S.) or other clearing corporation or exchange at the exercise price.
Exchange-listed options are issued by the OCC (in the U.S.) or other
clearing corporation or exchange which assures that all transactions in such
options are properly executed. OTC options are purchased from or sold (written)
to dealers or financial institutions which have entered into direct agreements
with the Portfolio. With OTC options, such variables as expiration date,
exercise price and premium will be agreed upon between the Portfolio and the
transacting dealer, without the intermediation of a third party such as the OCC.
If the transacting dealer fails to make or take delivery of the securities (or,
in the case of the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio, the currency) underlying an option it has written, in
accordance with the terms of that option, the Portfolio would lose the premium
paid for the option as well as any anticipated
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benefit of the transaction. The Portfolios will engage in OTC option
transactions only with member banks of the Federal Reserve System or primary
dealers in U.S. Government securities or with affiliates of such banks or
dealers which have capital of at least $50 million or whose obligations are
guaranteed by an entity having capital of at least $50 million.
COVERED CALL WRITING. The North American Government Securities Portfolio,
the Diversified Income Portfolio, the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio are
permitted to write covered call options on portfolio securities, without limit,
in order to aid them in achieving their investment objectives. In the case of
the North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio, such
options may be denominated in either U.S. dollars or foreign currencies and may
be on the U.S. dollar and foreign currencies. As a writer of a call option, the
Portfolio has the obligation, upon notice of exercise of the option, to deliver
the security (or amount of currency) underlying the option prior to the
expiration date of the option (certain listed and OTC put options written by a
Portfolio will be exercisable by the purchaser only on a specific date).
COVERED PUT WRITING. As a writer of covered put options, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Utilities
Portfolio, the American Value Portfolio, the Global Equity Portfolio or the
Emerging Markets Portfolio incurs an obligation to buy the security underlying
the option from the purchaser of the put, at the option's exercise price at any
time during the option period, at the purchaser's election (certain listed and
OTC put options written by a Portfolio will be exercisable by the purchaser only
on a specific date). The North American Government Securities Portfolio, the
Diversified Income Portfolio, the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio will
write put options for three purposes: (1) to receive the income derived from the
premiums paid by purchasers; (2) when the Portfolio's management wishes to
purchase the security underlying the option at a price lower than its current
market price, in which case the Portfolio will write the covered put at an
exercise price reflecting the lower purchase price sought; and (3) to close out
a long put option position. The aggregate value of the obligations underlying
the puts determined as of the date the options are sold will not exceed 50% of a
Portfolio's net assets.
PURCHASING CALL AND PUT OPTIONS. The Emerging Markets Portfolio may
purchase listed and OTC call and put options in amounts equaling up to 10% of
its total assets, and each of the North American Government Securities Portfolio
and the Diversified Income Portfolio may purchase such call and put options in
amounts equalling up to 5% of its total assets. Each of the Utilities Portfolio,
the American Value Portfolio and the Global Equity Portfolio may purchase such
call and put options and options on stock indexes in amounts equalling up to 10%
of its total assets, with a maximum of 5% of its total assets invested in the
purchase of stock index options. These Portfolios may purchase call options
either to close out a covered call position or to protect against an increase in
the price of a security a Portfolio anticipates purchasing or, in the case of
call options on a foreign currency, to hedge against an adverse exchange rate
change of the currency in which the security the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio or the Emerging Markets Portfolio anticipates purchasing is
denominated vis-a-vis the currency in which the exercise price is denominated.
The Portfolio may purchase put options on securities which it holds (or has the
right to acquire) in its portfolio only to protect itself against a decline in
the value of the security. Similarly, each of the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio may purchase put options on
currencies in which securities it holds are denominated only to protect itself
against a decline in value of such currency vis-a-vis the currency in which the
exercise price is denominated. The Portfolios may also purchase put options to
close out written put positions in a manner similar to call option closing
purchase transactions. There are no other limits on the ability of these
Portfolios to purchase call and put options.
STOCK INDEX OPTIONS. The Utilities Portfolio, the American Value Portfolio
and the Global Equity Portfolio may invest in options on stock indexes, which
are similar to options on stock except that, rather than the right to take or
make delivery of stock at a specified price, an option on a stock index gives
the holder the right to receive, upon exercise of the option, an amount of cash
if the closing level of the stock index upon which the option is based is
greater than, in the case of a call, or lesser than, in the case of a put, the
exercise price of the option. See "Risks of Options on Indexes," in the
Statement of Additional Information.
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FUTURES CONTRACTS. The North American Government Securities Portfolio, the
Diversified Income Portfolio, the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may
purchase and sell interest rate futures contracts that are currently traded, or
may in the future be traded, on U.S. commodity exchanges on such underlying
securities as U.S. Treasury bonds, notes, and bills and GNMA Certificates and
bond index futures contracts that are traded on U.S. commodity exchanges on such
indexes as the Moody's Investment-Grade Corporate Bond Index. The Utilities
Portfolio, the Value-Added Market Portfolio, the American Value Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio may also purchase and
sell stock index futures contracts that are currently traded, or may in the
future be traded, on U.S. commodity exchanges on such indexes as the S&P 500
Index and the New York Stock Exchange Composite Index. The Global Equity
Portfolio and the Emerging Markets Portfolio may also purchase and sell futures
contracts that are currently traded, or may in the future be traded, on foreign
commodity exchanges on such underlying securities as common stocks and on such
indexes of foreign equity securities as may exist or come into being, such as
the Financial Times Equity Index. The North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may also purchase and sell futures contracts that are
currently traded, or may in the future be traded, on foreign commodity exchanges
on such underlying securities as foreign government fixed-income securities, on
various currencies ("currency futures") and on such indexes of foreign
fixed-income securities as may exist or come into being. As a futures contract
purchaser, a Portfolio incurs an obligation to take delivery of a specified
amount of the obligation underlying the contract at a specified time in the
future for a specified price. As a seller of a futures contract, a Portfolio
incurs an obligation to deliver the specified amount of the underlying
obligation at a specified time in return for an agreed upon price.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Utilities Portfolio, the American Value Portfolio, the Global
Equity Portfolio and the Emerging Markets Portfolio will purchase or sell
interest rate futures contracts and bond index futures contracts for the purpose
of hedging their fixed-income portfolio (or anticipated portfolio) securities
against changes in prevailing interest rates or, in the case of the Utilities
Portfolio, to facilitate asset reallocations into and out of the fixed-income
area. The Utilities Portfolio, the American Value Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio will purchase or sell stock index
futures contracts for the purpose of hedging their equity portfolio (or
anticipated portfolio) securities against changes in their prices or, in the
case of the Utilities Portfolio, to facilitate asset reallocations into and out
of the equity area. The Value-Added Market Portfolio will purchase stock index
futures contracts as a temporary substitute for the purchase of individual
stocks which may then be purchased in orderly fashion, and may sell such
contracts to effect closing transactions. The North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio will purchase or sell currency
futures on currencies in which their portfolio securities (or anticipated
portfolio securities) are denominated for the purposes of hedging against
anticipated changes in currency exchange rates.
OPTIONS ON FUTURES CONTRACTS. The North American Government Securities
Portfolio, the Diversified Income Portfolio, the Utilities Portfolio, the
American Value Portfolio, the Global Equity Portfolio and the Emerging Markets
Portfolio may purchase and write call and put options on futures contracts which
are traded on an exchange and enter into closing transactions with respect to
such options to terminate an existing position. An option on a futures contract
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise price at any time
during the term of the option. The North American Government Securities
Portfolio, the Diversified Income Portfolio, the Utilities Portfolio, the
American Value Portfolio, the Global Equity Portfolio and the Emerging Markets
Portfolio will only purchase and write options on futures contracts for
identical purposes to those set forth above for the purchase of a futures
contract (purchase of a call option or sale of a put option) and the sale of a
futures contract (purchase of a put option or sale of a call option), or to
close out a long or short position in futures contracts.
RISKS OF OPTIONS AND FUTURES TRANSACTIONS. A Portfolio may close out its
position as writer of an option, or as a buyer or seller of a futures contract,
only if a liquid secondary market exists for options or futures contracts of
that series. There is no
assur-
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ance that such a market will exist, particularly in the case of OTC options, as
such options will generally only be closed out by entering into a closing
purchase transaction with the purchasing dealer. Also, exchanges limit the
amount by which the price of a futures contract may move on any day. If the
price moves equal the daily limit on successive days, then it may prove
impossible to liquidate a futures position until the daily limit moves have
ceased.
The extent to which a Portfolio may enter into transactions involving
options and futures contracts may be limited by the Internal Revenue Code's
requirements for qualification of each Portfolio as a regulated investment
company and the Fund's intention to qualify each Portfolio as such. See
"Dividends, Distributions and Taxes."
While the futures contracts and options transactions to be engaged in by the
North American Government Securities Portfolio, the Diversified Income
Portfolio, the Utilities Portfolio, the American Value Portfolio, the Global
Equity Portfolio and the Emerging Markets Portfolio for the purpose of hedging
their portfolio securities are not speculative in nature, there are risks
inherent in the use of such instruments. One such risk is that the Portfolio's
management could be incorrect in its expectations as to the direction or extent
of various interest rate movements or the time span within which the movements
take place. For example, if a Portfolio sold interest rate futures contracts for
the sale of securities in anticipation of an increase in interest rates, and
then interest rates went down instead, causing bond prices to rise, the
Portfolio would lose money on the sale.
Another risk which may arise in employing futures contracts to protect
against the price volatility of portfolio securities is that the prices of
securities, currencies and indexes subject to futures contracts (and thereby the
futures contract prices) may correlate imperfectly with the behavior of the U.S.
dollar cash prices of the portfolio securities (and, in the case of the North
American Government Securities Portfolio, the Diversified Income Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio, the securities'
denominated currencies). Another such risk is that prices of interest rate
futures contracts may not move in tandem with the changes in prevailing interest
rates against which the Portfolio seeks a hedge. A correlation may also be
distorted by the fact that the futures market is dominated by short-term traders
seeking to profit from the difference between a contract or security price
objective and their cost of borrowed funds. Such distortions are generally minor
and would diminish as the contract approached maturity.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio, by
entering into transactions in foreign futures and options markets, will incur
risks similar to those discussed above under "Foreign Securities."
New options and futures contracts and other financial products and various
combinations thereof continue to be developed. The North American Government
Securities Portfolio, the Diversified Income Portfolio, the Utilities Portfolio,
the American Value Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio may invest in any such options, futures and products as may be
developed to the extent consistent with their investment objectives and
applicable regulatory requirements, and the Fund will make any and all pertinent
disclosures relating to such investments in its Prospectus and/ or Statement of
Additional Information. Except as otherwise noted above, there are no
limitations on the ability of any of these Portfolios to invest in options,
futures and options on futures.
PORTFOLIO TRADING
Although the Fund does not intend to engage in short-term trading of
portfolio securities as a means of achieving the investment objectives of the
respective Portfolios, each Portfolio may sell portfolio securities without
regard to the length of time they have been held whenever such sale will in the
opinion of the Investment Manager (or, in the case of the North American
Government Securities Portfolio, the Balanced Portfolio, the Core Equity
Portfolio and the Emerging Markets Portfolio, the Sub-Adviser) strengthen the
Portfolio's position and contribute to its investment objectives. In determining
which securities to purchase for the Portfolios or hold in a Portfolio, the
Investment Manager and, in the case of the North American Government Securities
Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the Emerging
Markets Portfolio, the Sub-Adviser will rely on information from various
sources, including research, analysis and appraisals of brokers and dealers, the
views of Trustees of the Fund and others regarding economic developments and
interest rate trends, and the Investment Manager's and, in the case of the North
American Government Securities Portfolio, the Balanced Portfolio, the Core
Equity Portfolio and the Emerging Markets Portfolio, the Sub-Adviser's own
analysis of factors they deem relevant.
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<PAGE>
Personnel of the Investment Manager and, in the case of the North American
Government Securities Portfolio, the Balanced Portfolio, the Core Equity
Portfolio and the Emerging Markets Portfolio, the Sub-Adviser have substantial
experience in the use of the investment techniques described above under the
heading "Options and Futures Transactions," which techniques require skills
different from those needed to select the portfolio securities underlying
various options and futures contracts.
Brokerage commissions are not normally charged on the purchase or sale of
money market instruments and U.S. Government obligations, or on currency
conversions, but such transactions will involve costs in the form of spreads
between bid and asked prices. Orders for transactions in portfolio securities
and commodities may be placed for the Fund with a number of brokers and dealers,
including Dean Witter Reynolds Inc. ("DWR"), a broker-dealer affiliate of
InterCapital. Pursuant to an order of the Securities and Exchange Commission,
the Fund may effect principal transactions in certain money market instruments
with DWR. In addition, the Fund may incur brokerage commissions on transactions
conducted through DWR.
The Money Market Portfolio is expected to have a high portfolio turnover due
to the short maturities of securities purchased, but this should not affect
income or net asset value as brokerage commissions are not normally charged on
the purchase or sale of money market instruments. It is not anticipated that the
portfolio turnover rates of the Portfolios will exceed the following percentages
in any year: North American Government Securities Portfolio: 100%; Diversified
Income Portfolio: 150%; Balanced Portfolio: 100%; Utilities Portfolio: 100%;
Dividend Growth Portfolio: 90%; Value-Added Market Portfolio: 100%; Core Equity
Portfolio: 100%; American Value Portfolio: 400%; Global Equity Portfolio: 100%;
Developing Growth Portfolio: 300%; and Emerging Markets Portfolio: 100%. A
portfolio turnover rate exceeding 100% in any one year is greater than that of
many other investment companies. Each Portfolio of the Fund will incur
underwriting discount costs (on underwritten securities) and/or brokerage costs
commensurate with its portfolio turnover rate. The expenses of the Global Equity
Portfolio and the Emerging Markets Portfolio relating to their portfolio
management are likely to be greater than those incurred by other investment
companies investing primarily in securities issued by domestic issuers as
custodial costs, brokerage commissions and other transaction charges related to
investing in foreign markets are generally higher than in the United States.
Short-term gains and losses may result from portfolio transactions. See
"Dividends, Distributions and Taxes" for a discussion of the tax implications of
the Portfolios' trading policies. A more extensive discussion of the Portfolios'
brokerage policies is set forth in the Statement of Additional Information.
PORTFOLIO MANAGEMENT
The following individuals have been designated as the primary portfolio
managers of the Portfolios of the Fund (other than the Money Market Portfolio):
Philip A. Barach, James M. Goldberg, Jeffrey E. Gundlach and Douglas R. Metcalf,
Managing Directors of the Sub-Adviser, are the primary portfolio managers of the
North American Government Securities Portfolio. Messrs. Barach, Gundlach and
Goldberg have been portfolio managers with affiliates of The TCW Group, Inc. for
over five years. Mr. Metcalf has been a portfolio manager with affiliates of The
TCW Group, Inc. since March, 1990, prior to which time he was Managing Director
of First Interstate Bank Ltd. Peter M. Avelar and Rajesh K. Gupta, Senior Vice
Presidents of InterCapital, and Vinh Q. Tran, Vice President of InterCapital,
are the primary portfolio managers of the Diversified Income Portfolio. Mr.
Avelar has been a portfolio manager with InterCapital since December, 1990,
prior to which time he was affiliated with PaineWebber Asset Management as a
First Vice President and Portfolio Manager. Messrs. Gupta and Tran have been
portfolio managers with InterCapital for over five years. James A. Tilton,
Managing Director of the Sub-Adviser, is the primary portfolio manager of the
equity portion of the Balanced Portfolio and has been a portfolio manager with
affiliates of The TCW Group, Inc. for over five years. James M. Goldberg (see
above) is the primary portfolio manager of the fixed-income portion of the
Balanced Portfolio. Edward F. Gaylor, Senior Vice President of InterCapital, is
the primary portfolio manager of the Utilities Portfolio and has been a
portfolio manager with InterCapital for over five years. Paul D. Vance, Senior
Vice President of InterCapital, is the primary portfolio manager of the Dividend
Growth Portfolio and has been a portfolio manager with InterCapital for over
five years. Robert M. Hanisee, Managing Director of the Sub-Adviser, is the
primary portfolio manager of the Core Equity Portfolio and has been a portfolio
manager with affiliates of The TCW Group, Inc. since April, 1990, prior to which
time he was President and Director of Research for Seidler Amdec Securities.
Kenton J. Hinchliffe,
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<PAGE>
Senior Vice President of InterCapital, is the primary portfolio manager of the
Value-Added Market Portfolio and has been a portfolio manager with InterCapital
for over five years. Anita H. Kolleeny, Senior Vice President of InterCapital,
is the primary portfolio manager of the American Value Portfolio and has been a
portfolio manager with InterCapital for over five years. Thomas H. Connelly,
Senior Vice President of InterCapital, is the primary portfolio manager of the
Global Equity Portfolio and has been a portfolio manager with InterCapital for
over five years. Ronald J. Worobel, Senior Vice President of InterCapital, is
the primary portfolio manager of the Developing Growth Portfolio and has been a
portfolio manager with InterCapital since June, 1992, prior to which time he was
a portfolio manager at MacKay Shields Financial Corp. Shaun C.K. Chan, Managing
Director of TCW Asia Ltd., Robert J.M. Rawe, President, Managing Director, Chief
Executive Officer and Director of TCW London International, Limited, and Paul G.
Wargnier, Managing Director of the Sub-Adviser, are the primary portfolio
managers of the Emerging Markets Portfolio. Mr. Chan has been a portfolio
manager with affiliates of The TCW Group, Inc. since 1993, prior to which time
he was Director of Wardley Investment Services (Hong Kong) Ltd. Mr. Rawe has
been a portfolio manager with TCW London International, Limited since August,
1993, prior to which time he was President and Chief Executive Officer of
Dillon, Read International Asset Management Co. Mr. Wargnier has been a
portfolio manager with affiliates of The TCW Group, Inc. since June, 1990, prior
to which time he was Vice President and Director of Research for D.A. Campbell
Co., Inc., an institutional brokerage firm.
INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------
The investment restrictions listed below are among the restrictions that
have been adopted as fundamental policies of each Portfolio other than the Money
Market Portfolio. In addition, the Money Market Portfolio has adopted
restrictions two and five as fundamental policies. Under the Investment Company
Act of 1940, as amended (the "Act"), a fundamental policy may not be changed
with respect to a Portfolio without the vote of a majority of the outstanding
voting securities of that Portfolio, as defined in the Act.
Each Portfolio of the Fund may not:
1. As to 75% of its total assets, invest more than 5% of the value of
its total assets in the securities of any one issuer (other than obligations
issued or guaranteed by the United States Government, its agencies or
instrumentalities).
2. As to 75% of its total assets, purchase more than 10% of all
outstanding voting securities or any class of securities of any one issuer.
(All of the Portfolios of the Fund may, collectively, purchase more than 10%
of all outstanding voting securities or any class of securities of any one
issuer.)
3. With the exception of the Utilities Portfolio, invest 25% or more of
the value of its total assets in securities of issuers in any one industry.
This restriction does not apply to obligations issued or guaranteed by the
United States Government or its agencies or instrumentalities or, in the
case of the North American Government Securities Portfolio and the
Diversified Income Portfolio, to Mortgage-Backed Securities.
4. Invest more than 5% of the value of its total assets in securities
of issuers having a record, together with predecessors, of less than three
years of continuous operation. This restriction shall not apply to any
obligation issued or guaranteed by the United States Government, its
agencies or instrumentalities or, in the case of the North American
Government Securities Portfolio and the Diversified Income Portfolio, to
Mortgage-Backed Securities and Asset-Backed Securities.
5. Borrow money (except insofar as the Money Market Portfolio, the
North American Government Securities Portfolio, the Diversified Income
Portfolio and the Balanced Portfolio may be deemed to have borrowed by
entrance into a reverse repurchase agreement or the North American
Government Securities Portfolio, the Diversified Income Portfolio and the
Balanced Portfolio may be deemed to have borrowed by entrance into a dollar
roll), except from banks for temporary or emergency purposes or to meet
redemption requests which might otherwise require the untimely disposition
of securities, and, in the case of the Portfolios other than the Developing
Growth Portfolio, not for investment or leveraging, provided that borrowing
in the aggregate (other than, in the case of the Developing Growth
Portfolio, for investment or leveraging) may not exceed 5%
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<PAGE>
(taken at the lower of cost or current value) of the value of the
Portfolio's total assets (not including the amount borrowed).
The Money Market Portfolio has also adopted the following restrictions as
fundamental policies:
1. With respect to 75% of its total assets, purchase any securities,
other than obligations of the U.S. Government, or its agencies or
instrumentalities, if, immediately after such purchase, more than 5% of the
value of the Money Market Portfolio's total assets would be invested in
securities of any one issuer. However, as a non-fundamental policy, the
Money Market Portfolio will not invest more than 10% of its total assets in
the securities of any one issuer. Furthermore, pursuant to current
regulatory requirements, the Money Market Portfolio may only invest more
than 5% of its total assets in the securities of a single issuer (and only
with respect to one issuer at a time) for a period of not more than three
business days and only if the securities have received the highest quality
rating by at least two NRSROs.)
2. Purchase any securities, other than obligations of domestic banks or
of the U.S. Government, or its agencies or instrumentalities, if,
immediately after such purchase, more than 25% of the value of the Money
Market Portfolio's total assets would be invested in the securities of
issuers in the same industry; however, there is no limitation as to
investments in domestic bank obligations or in obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities.
In addition, as a non-fundamental policy, each Portfolio of the Fund may not
invest more than 15% (10% in the case of the Money Market Portfolio) of its
total assets in "illiquid securities" (securities for which market quotations
are not readily available) and repurchase agreements which have a maturity of
longer than seven days. For purposes of this policy, securities eligible for
sale pursuant to Rule 144A under the Securities Act are not considered illiquid
if they are determined to be liquid under procedures adopted by the Trustees of
the Fund. As another non-fundamental policy, each Portfolio of the Fund may not
purchase securities of other investment companies, except in connection with a
merger, consolidation, reorganization or acquisition of assets or, in the case
of the Global Equity Portfolio and the Emerging Markets Portfolio, in accordance
with the provisions of Section 12(d) of the Act and any Rules promulgated
thereunder (e.g., each of these Portfolios may not invest in more than 3% of the
outstanding voting securities of any investment company). For this purpose,
Mortgage-Backed Securities and Asset-Backed Securities are not deemed to be
investment companies.
All percentage limitations apply immediately after a purchase or initial
investment, and any subsequent change in any applicable percentage resulting
from market fluctuations or other changes in the amount of total assets does not
require elimination of any security from the Portfolio.
DETERMINATION OF NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value per share is calculated separately for each Portfolio.
In general, the net asset value per share is computed by taking the value of all
the assets of the Portfolio, subtracting all liabilities, dividing by the number
of shares outstanding and adjusting the result to the nearest cent. The Fund
will compute the net asset value per share of each Portfolio once daily at 4:00
p.m., New York time, on days the New York Stock Exchange is open for trading.
The net asset value per share will not be determined on Good Friday and on such
other Federal and non-Federal holidays as are observed by the New York Stock
Exchange.
The Money Market Portfolio utilizes the amortized cost method in valuing its
portfolio securities, which method involves valuing a security at its cost
adjusted by a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. The purpose of this method of calculation is to facilitate the
maintenance of a constant net asset value per share of $1.00. However, there can
be no assurance that the $1.00 net asset value will be maintained.
In the calculation of the net asset value of the Portfolios other than the
Money Market Portfolio: (1) an equity portfolio security listed or traded on the
New York or American Stock Exchange or other domestic or foreign stock exchange
is valued at its latest sale price on that exchange prior to the time when
assets are valued (if there were no sales that day, the security is valued at
the latest bid price) (in cases where securities are traded on more than one
exchange, the securities are valued on the exchange designated as the primary
market by the Trustees); and (2) all other portfolio securities for
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which over-the-counter market quotations are readily available are valued at the
latest bid price prior to the time of valuation. In either (1) or (2) above,
when market quotations are not readily available, including circumstances under
which it is determined by the Investment Manager (or, in the case of the North
American Government Securities Portfolio, the Balanced Portfolio, the Core
Equity Portfolio and the Emerging Markets Portfolio, by the Sub-Adviser) that
sale or bid prices are not reflective of a security's market value, portfolio
securities are valued at their fair value as determined in good faith under
procedures established by and under the general supervision of the Fund's Board
of Trustees. Valuation of securities for which market quotations are not readily
available may also be based upon current market prices of securities which are
comparable in coupon, rating and maturity or an appropriate matrix utilizing
similar factors). For valuation purposes, quotations of foreign portfolio
securities, other assets and liabilities and forward contracts stated in foreign
currency are translated into U.S. dollar equivalents at the prevailing market
rates as of the morning of valuation. Dividends receivable are accrued as of the
ex-dividend date except for certain dividends from foreign securities which are
accrued as soon as the Fund is informed of such dividends after the ex-dividend
date.
Short-term debt securities with remaining maturities of sixty days or less
at the time of purchase are valued at amortized cost, unless the Trustees
determine such does not reflect the securities' market value, in which case
these securities will be valued at their fair value as determined by the
Trustees.
Certain of the portfolio securities of each Portfolio other than the Money
Market Portfolio may be valued by an outside pricing service approved by the
Fund's Trustees. The pricing service utilizes a matrix system incorporating
security quality, maturity and coupon as the evaluation model parameters, and/or
research evaluations by its staff, including review of broker-dealer market
price quotations, in determining what it believes is the fair valuation of the
portfolio securities valued by such pricing service.
PURCHASE OF FUND SHARES
- --------------------------------------------------------------------------------
Investments in the Fund may be made only by (1) Hartford Life Insurance
Company for allocation to certain separate accounts it established and maintains
for the purpose of funding variable annuity contracts it issues, and by (2) ITT
Hartford Life and Annuity Insurance Company for allocation to certain separate
accounts it established and maintains for the purpose of funding variable
annuity contracts it issues. Persons desiring to purchase annuity contracts
funded by any Portfolio of the Fund should read this Prospectus in conjunction
with the Prospectus of the flexible premium deferred annuity contracts issued by
Hartford Life Insurance Company or ITT Hartford Life and Annuity Insurance
Company (the "Companies").
In the future, shares of the Portfolios of the Fund may be allocated to
certain other separate accounts or sold to affiliated and/or non-affiliated
entities of the Companies in connection with variable annuity contracts or
variable life insurance contracts. It is conceivable that in the future it may
become disadvantageous for both variable life and variable annuity contract
separate accounts to invest in the same underlying fund. Although the Companies
and the Fund do not currently foresee any such disadvantage, if the shares of
the Fund are offered in connection with variable life insurance contracts, the
Fund's Board of Trustees intends to monitor events in order to identify any
material irreconcilable conflict between the interests of variable annuity
contract owners and variable life insurance contract owners and to determine
what action, if any, should be taken in response thereto.
Shares of each Portfolio of the Fund are offered to the Companies for
allocation to the Accounts without sales charge at the respective net asset
values of the Portfolios next determined after receipt by the Fund of the
purchase payment in the manner set forth above under "Determination of Net Asset
Value." In the interest of economy and convenience, certificates representing
the Fund's shares will not be physically issued.
REDEMPTION OF FUND SHARES
- --------------------------------------------------------------------------------
Shares of any Portfolio of the Fund can be redeemed by the Companies at any
time for cash, without sales charge, at the net asset value next determined
after receipt of the redemption request. (For information regarding charges
which may be imposed upon the Contracts by the applicable Account, see the
Prospectus for the Variable Annuity Contracts.)
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The Fund reserves the right to suspend the right of redemption or to
postpone the date of payment upon redemption of the shares of any Portfolio for
any period during which the New York Stock Exchange is closed (other than
weekend and holiday closings) or trading on that Exchange is restricted, or
during which an emergency exists (as determined by the Securities and Exchange
Commission) as a result of which disposal of the portfolio securities owned by
the Portfolio is not reasonably practicable or it is not reasonably practicable
for the Portfolio to determine the value of its net assets, or for such other
period as the Securities and Exchange Commission may by order permit for the
protection of shareholders.
DIVIDENDS, DISTRIBUTIONS AND TAXES
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DIVIDENDS AND DISTRIBUTIONS. The Fund intends to distribute substantially
all of the net investment income and net realized capital gains, if any, of each
Portfolio. Dividends from net investment income and any distributions of
realized capital gains will be paid in additional shares of the Portfolio paying
the dividend or making the distribution and credited to the shareholder's
account.
MONEY MARKET PORTFOLIO. Dividends from net income on the Money Market
Portfolio will be declared, payable on each day the New York Stock Exchange is
open for business to shareholders of record as of the close of business the
preceding business day. Net income, for dividend purposes, includes accrued
interest and accretion of original issue and market discount, less the
amortization of market premium and the estimated expenses of the Money Market
Portfolio. The amount of dividend may fluctuate from day to day and may be
omitted on some days if realized losses on portfolio securities exceed the Money
Market Portfolio's net investment income. Dividends are automatically reinvested
daily in additional shares of the Money Market Portfolio at the net asset value
per share at the close of business that day. Any net realized capital gains will
be declared and paid at least once per calendar year; net short-term gains may
be paid more frequently, with the distribution of dividends from net investment
income.
OTHER PORTFOLIOS. Dividends from net investment income, if any, on the
North American Government Securities Portfolio, the Diversified Income
Portfolio, the Balanced Portfolio, the Utilities Portfolio, the Dividend Growth
Portfolio, the Value-Added Market Portfolio, the Core Equity Portfolio, the
American Value Portfolio, the Global Equity Portfolio, the Developing Growth
Portfolio and the Emerging Markets Portfolio will be declared and paid monthly,
and any net realized capital gains will be declared and paid at least once per
calendar year.
TAXES. Because the Fund intends to distribute substantially all of the net
investment income and capital gains of each Portfolio and otherwise qualify each
Portfolio as a regulated investment company under Subchapter M of the Internal
Revenue Code (the "Code"), it is not expected that any Portfolio of the Fund
will be required to pay any Federal income tax on such income and capital gains.
Gains or losses on a Portfolio's transactions in certain listed options and
on futures and options on futures generally are treated as 60% long-term and 40%
short-term. When a Portfolio engages in options and futures transactions,
various tax regulations applicable to the Portfolio may have the effect of
causing the Portfolio to recognize a gain or loss for tax purposes before that
gain or loss is realized, or to defer recognition of a realized loss for tax
purposes. Recognition, for tax purposes, of an unrealized loss may result in a
lesser amount of the realized net short-term gains of the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Utilities
Portfolio, the Value-Added Market Portfolio, the American Value Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio being available for
distribution. These Portfolios intend to make certain elections which may
minimize the impact of these rules but which could also result in a higher
portion of the Portfolio's gains being treated as short-term capital gains.
As a regulated investment company, the Fund is subject to the requirement
that less than 30% of a Portfolio's gross income be derived from the sale or
other disposition of securities held for less than three months. This
requirement may limit the ability of the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Utilities Portfolio, the
Value-Added Market Portfolio, the American Value Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio to engage in options and futures
transactions.
50
<PAGE>
With respect to investments by the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Balanced Portfolio, the
Utilities Portfolio, the Dividend Growth Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio in
zero coupon bonds and investment by the Diversified Income Portfolio and the
Emerging Markets Portfolio in payment-in-kind bonds, the Portfolios accrue
income prior to any actual cash payments by their issuers. In order to continue
to comply with Subchapter M of the Code and remain able to forego payment of
Federal income tax on their income and capital gains, each Portfolio must
distribute all of its net investment income, including income accrued from zero
coupon and payment-in-kind bonds. As such, these Portfolios may be required to
dispose of some of their portfolio securities under disadvantageous
circumstances to generate the cash required for distribution.
Dividends, interest and capital gains received by a Portfolio on investments
in foreign issuers or which are denominated in foreign currency may give rise to
withholding and other taxes imposed by foreign countries, which may or may not
be refunded to the Portfolio.
Since the Companies are the only shareholders of the Fund, no discussion is
stated herein as to the Federal income tax consequences at the shareholder
level. For information concerning the Federal income tax consequences to holders
of variable annuity contracts, see the Prospectus for the Variable Annuity
Contracts.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time the Fund advertises the "yield" and "effective yield" of
the Money Market Portfolio. Both yield figures are based on historical earnings
and are not intended to indicate future performance. The "yield" of the Money
Market Portfolio refers to the income generated by an investment in the
Portfolio over a given period (which period will be stated in the
advertisement). This income is then annualized. The "effective yield" for a
seven-day period is calculated similarly but, when annualized, the income earned
by an investment in the Money Market Portfolio is assumed to be reinvested each
week within a 365-day period. The "effective yield" will be slightly higher than
the "yield" because of the compounding effect of this assumed reinvestment. The
Money Market Portfolio's "yield" and "effective yield" do not reflect the
deduction of any charges which may be imposed on the Contracts by the Account
and are therefore not equivalent to total return under a Contract (for a
description of such charges, see the Prospectus for the Contracts).
From time to time the Fund may quote the "total return" of each Portfolio in
advertisements and sales literature. The total return of a Portfolio is based on
historical earnings and is not intended to indicate future performance. The
"average annual total return" of a Portfolio refers to a figure reflecting the
average annualized percentage increase (or decrease) in the value of an initial
investment in the Portfolio of $1,000 over the life of the Portfolio. Average
annual total return reflects all income earned by the Portfolio, any
appreciation or depreciation of the Portfolio's assets and all expenses incurred
by the Portfolio for the stated periods. It also assumes reinvestment of all
dividends and distributions paid by the Portfolio. However, average annual total
return does not reflect the deduction of any charges which may be imposed on the
Contracts by the Account which, if reflected, would reduce the performance
quoted.
In addition to the foregoing, the Fund may advertise the total return of the
Portfolios over different periods of time by means of aggregate, average,
year-by-year or other types of total return figures. Such calculations similarly
do not reflect the deduction of any charges which may be imposed on the
Contracts by the Account. The Fund may also advertise the growth of hypothetical
investments of $10,000, $50,000 and $100,000 in shares of a Portfolio. The Fund
from time to time may also advertise the performance of the Portfolios relative
to certain performance rankings and indexes compiled by independent
organizations, such as Lipper Analytical Services, Inc.
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
The shares of beneficial interest of the Fund, with $0.01 par value, are
divided into twelve separate Portfolios, and the shares of each Portfolio are
equal as to earnings, assets and voting privileges with all other shares of that
Portfolio. There are no conversion, pre-emptive or other subscription rights.
Upon liquidation of the Fund or any Portfolio, shareholders of a Portfolio are
entitled to share pro rata in the net assets of that Portfolio available for
distribution to shareholders after all debts and
51
<PAGE>
expenses have been paid. The shares do not have cumulative voting rights.
The assets received by the Fund on the sale of shares of each Portfolio and
all income, earnings, profits and proceeds thereof, subject only to the rights
of creditors, are allocated to each Portfolio, and constitute the assets of such
Portfolio. The assets of each Portfolio are required to be segregated on the
Fund's books of account.
Additional Portfolios (the proceeds of which would be invested in separate,
independently managed portfolios with distinct investment objectives, policies
and restrictions) may be offered in the future, but such additional offerings
would not affect the interests of the current shareholders in the existing
Portfolios.
On any matters affecting only one Portfolio, only the shareholders of that
Portfolio are entitled to vote. On matters relating to all the Portfolios but
affecting the Portfolios differently, separate votes by Portfolio are required.
Approval of an Investment Management Agreement and a change in fundamental
policies would be regarded as matters requiring separate voting by each
Portfolio. To the extent required by law, Hartford Life Insurance Company and
ITT Hartford Life and Annuity Insurance Company, which are the only shareholders
of the Fund, will vote the shares of the Fund held in each Account in accordance
with instructions from Contract Owners, as more fully described under the
caption "Voting Rights" in the Prospectus for the Variable Annuity Contracts.
The Trustees of the Fund have been elected by Hartford Life Insurance Company.
The Fund is not required to hold Annual Meetings of Shareholders and in
ordinary circumstances the Fund does not intend to hold such meetings. The
Trustees may call Special Meetings of Shareholders for action by shareholder
vote as may be required by the Act or the Declaration of Trust.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
Fund. However, the Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Fund, requires that Fund
obligations include such disclaimer, and provides for indemnification and
reimbursement of expenses out of the Fund's property for any shareholder held
personally liable for the obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations. Given the above limitations on shareholder personal liability, and
the nature of the Fund's assets and operations, in the opinion of Massachusetts
counsel to the Fund, the risk to shareholders of personal liability is remote.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Dean Witter Trust Company, an
affiliate of the Investment Manager, whose address is Harborside Financial
Center, Plaza Two, Jersey City, NJ 07311, is the Transfer Agent of the Fund's
shares and Dividend Disbursing Agent for payments of dividends and distributions
on Fund shares.
SHAREHOLDER INQUIRIES. All inquiries regarding the Fund should be directed
to the Fund at the telephone numbers or address set forth on the front cover of
this Prospectus.
Hartford Life Insurance Company provided the initial capital for the Fund by
purchasing 12,000 shares of the Money Market Portfolio and 800 shares of each of
the other Portfolios, for an aggregate purchase price of $100,000, on ,
1994.
52
<PAGE>
APPENDIX -- RATINGS OF INVESTMENTS
- --------------------------------------------------------------------------------
Moody's Investors Service Inc. ("Moody's")
Bond Ratings
<TABLE>
<S> <C>
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest
degree of investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes as can
be visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds. They are
rated lower than the best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium grade obligations; i.e., they are
neither highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative characteristics as
well.
Bonds rated Aaa, Aa, A and Baa are considered investment grade bonds.
Ba Bonds which are rated Ba are judged to have speculative elements; their future cannot
be considered as well assured. Often the protection of interest and principal payments
may be very moderate, and therefore not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of desirable investments.
Assurance of interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there
may be present elements of danger with respect to principal or interest.
Ca Bonds which are rated Ca present obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be
regarded as having extremely poor prospects of ever attaining any real investment
standing.
</TABLE>
CONDITIONAL RATING: Municipal bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.
RATING REFINEMENTS: Moody's may apply numerical modifiers, 1, 2 and 3 in
each generic rating classification from Aa through B in its corporate and
municipal bond rating system. The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and a modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
53
<PAGE>
Commercial Paper Ratings
Moody's Commercial Paper ratings are opinions of the ability to repay
punctually promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:
Prime-1, Prime-2, Prime-3.
Issuers rated Prime-1 have a superior capacity for repayment of short-term
promissory obligations. Issuers rated Prime-2 have a strong capacity for
repayment of short-term promissory obligations; and Issuers rated Prime-3 have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime rating categories.
Standard & Poor's Corporation ("Standard & Poor's")
Bond Ratings
A Standard & Poor's bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. The
ratings are based, in varying degrees, on the following considerations: (1)
likelihood of default-capacity and willingness of the obligor as to the timely
payment of interest and repayment of principal in accordance with the terms of
the obligation; (2) nature of and provisions of the obligation; and (3)
protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.
Standard & Poor's does not perform an audit in connection with any rating
and may, on occasion, rely on unaudited financial information. The ratings may
be changed, suspended or withdrawn as a result of changes in, or unavailability
of, such information, or for other reasons.
<TABLE>
<S> <C>
AAA Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay
interest and repay principal is extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and repay principal and
differs from the highest-rated issues only in small degree.
A Debt rated A has a strong capacity to pay interest and repay principal although they
are somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher-rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than for debt in
higher-rated categories.
Bonds rated AAA, AA, A and BBB are considered investment grade bonds.
BB Debt rated BB has less near-term vulnerability to default than other speculative grade
debt. However, it faces major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate capacity to meet timely
interest and principal payment.
B Debt rated B has a greater vulnerability to default but presently has the capacity to
meet interest payments and principal repayments. Adverse business, financial or
economic conditions would likely impair capacity or willingness to pay interest and
repay principal.
</TABLE>
54
<PAGE>
<TABLE>
<S> <C>
CCC Debt rated CCC has a current identifiable vulnerability to default, and is dependent
upon favorable business, financial and economic conditions to meet timely payments of
interest and repayments of principal. In the event of adverse business, financial or
economic conditions, it is not likely to have the capacity to pay interest and repay
principal.
CC The rating CC is typically applied to debt subordinated to senior debt which is
assigned an actual or implied CCC rating.
C The rating C is typically applied to debt subordinated to senior debt which is assigned
an actual or implied CCC- debt rating.
CI The rating CI is reserved for income bonds on which no interest is being paid.
D Debt rated "D" is in payment default. The "D" rating category is used when interest
payments or principal payments are not made on the date due even if the applicable
grace period has not expired, unless Standard & Poor's believes that such payments will
be made during such grace period. The "D" rating also will be used upon the filing of a
bankruptcy petition if debt service payments are jeopardized.
NR Indicates that no rating has been requested, that there is insufficient information on
which to base a rating or that Standard & Poor's does not rate a particular type of
obligation as a matter of policy.
Bonds rated BB, B, CCC, CC and C are regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest degree of speculation.
While such debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major ratings categories.
The foregoing ratings are sometimes followed by a "p" which indicates that the rating
is provisional. A provisional rating assumes the successful completion of the project
being financed by the bonds being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely completion
of the project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood or risk of default upon
failure of such completion.
</TABLE>
Commercial Paper Ratings
Standard and Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. The commercial paper rating is not a recommendation to purchase or
sell a security. The ratings are based upon current information furnished by the
issuer or obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in or unavailability of such information. Ratings are graded into group
categories, ranging from "A" for the highest quality obligations to "D" for the
lowest. Ratings are applicable to both taxable and tax-exempt commercial paper.
The categories are as follows:
Issues assigned A ratings are regarded as having the greatest capacity for
timely payment. Issues in this category are further refined with the designation
1, 2 and 3 to indicate the relative degree of safety.
<TABLE>
<S> <C>
A-1 indicates that the degree of safety regarding timely payment is very strong.
A-2 indicates capacity for timely payment on issues with this designation is strong. However,
the relative degree of safety is not as overwhelming as for issues designated "A-1".
A-3 indicates a satisfactory capacity for timely payment. Obligations carrying this
designation are, however, somewhat more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
</TABLE>
55
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
, 1994 [LOGO]
- --------------------------------------------------------------------------------
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES (the "Fund") is an open-end
diversified management investment company which is intended to provide a broad
range of investment alternatives with its twelve separate Portfolios, each of
which has distinct investment objectives and policies:
-THE MONEY MARKET PORTFOLIO
-THE NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
-THE DIVERSIFIED INCOME PORTFOLIO
-THE BALANCED PORTFOLIO
-THE UTILITIES PORTFOLIO
-THE DIVIDEND GROWTH PORTFOLIO
-THE VALUE-ADDED MARKET PORTFOLIO
-THE CORE EQUITY PORTFOLIO
-THE AMERICAN VALUE PORTFOLIO
-THE GLOBAL EQUITY PORTFOLIO
-THE DEVELOPING GROWTH PORTFOLIO
-THE EMERGING MARKETS PORTFOLIO
There can be no assurance that the investment objectives of the Portfolios
will be achieved. See "Investment Practices and Policies."
A Prospectus for the Fund dated , 1994, which provides the basic
information you should know before allocating your investment under your
Variable Annuity Contract to the Fund, may be obtained without charge from the
Fund at its address or telephone number listed below or from Dean Witter
Reynolds Inc. at any of its branch offices. This Statement of Additional
Information is not a Prospectus. It contains information in addition to and more
detailed than that set forth in the Prospectus for the Fund. It is intended to
provide you additional information regarding the activities and operations of
the Fund, and should be read in conjunction with the Prospectuses for the Fund
and for the Variable Annuity Contracts.
Dean Witter
Select Dimensions Investment Series
Two World Trade Center
New York, New York 10048
(212) 392-2550
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
The Fund and its Management............................................................ 3
Trustees and Officers.................................................................. 7
Investment Practices and Policies...................................................... 10
Investment Restrictions................................................................ 42
Portfolio Transactions and Brokerage................................................... 43
Purchase and Redemption of Fund Shares................................................. 44
Dividends, Distributions and Taxes..................................................... 47
Performance Information................................................................ 50
Description of Shares of the Fund...................................................... 51
Custodian and Transfer Agent........................................................... 52
Independent Accountants................................................................ 52
Reports to Shareholders................................................................ 52
Legal Counsel.......................................................................... 52
Experts................................................................................ 53
Registration Statement................................................................. 53
Statement of Assets and Liabilities.................................................... 53
Report of Independent Accountants...................................................... 53
Appendix -- Ratings.................................................................... 54
</TABLE>
------------------------
Currently, the shares of the Fund will be sold only to (1) Hartford Life
Insurance Company for allocation to certain of its separate accounts to fund the
benefits under certain flexible premium deferred variable annuity contracts it
issues, and to (2) ITT Hartford Life and Annuity Insurance Company for
allocation to certain of its separate accounts to fund the benefits under
certain flexible premium deferred variable annuity contracts it issues. Such
separate accounts are sometimes referred to individually as an "Account" and
collectively as the "Accounts." The variable annuity contracts issued by
Hartford Life Insurance Company and ITT Hartford Life and Annuity Insurance
Company (the "Companies") are sometimes referred to as the "Variable Annuity
Contracts" or the "Contracts." ITT Hartford Life and Annuity Insurance Company
is a wholly-owned subsidiary of Hartford Life Insurance Company. In the future,
shares may be allocated to certain other separate accounts or sold to affiliated
and/or non-affiliated entities of the Companies in connection with variable
annuity contracts or variable life insurance contracts. The Companies will
invest in shares of the Fund in accordance with allocation instructions received
from Contract Owners, which allocation rights are further described in the
Prospectus for the Variable Annuity Contracts issued by Hartford Life Insurance
Company or ITT Hartford Life and Annuity Insurance Company. The Companies will
redeem shares to the extent necessary to provide benefits under the Contracts.
It is conceivable that in the future it may become disadvantageous for both
variable life insurance and variable annuity contract separate accounts to
invest in the same underlying fund. Although the Companies and the Fund do not
currently foresee any such disadvantage, if the shares of the Fund are offered
in connection with variable life insurance contracts, the Fund's Board of
Trustees intends to monitor events in order to identify any material
irreconcilable conflict between the interests of variable annuity contract
owners and variable life insurance contract owners and to determine what action,
if any, should be taken in response thereto.
2
<PAGE>
THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------
THE FUND
The Fund was organized under the laws of the Commonwealth of Massachusetts
on June 2, 1994 and is a trust of the type commonly known as a "Massachusetts
Business Trust."
THE INVESTMENT MANAGER
Dean Witter InterCapital Inc. (the "Investment Manager" or "InterCapital"),
a Delaware corporation, whose address is Two World Trade Center, New York, New
York 10048, is the Fund's Investment Manager. InterCapital is a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"), a Delaware corporation. In
an internal reorganization which took place in January, 1993, InterCapital
assumed the investment advisory, administrative and management activities
previously performed by the InterCapital Division of Dean Witter Reynolds Inc.
("DWR"), a broker-dealer affiliate of InterCapital. (As hereinafter used in this
Statement of Additional Information, the terms "InterCapital" and "Investment
Manager" refer to DWR's InterCapital Division prior to the internal
reorganization and Dean Witter InterCapital Inc. thereafter.) The daily
management of the Fund and research relating to the Fund's portfolios are
conducted by or under the direction of officers of the Fund and of the
Investment Manager, subject to periodic review by the Fund's Board of Trustees.
In addition, Trustees of the Fund provide guidance on economic factors and
interest rate trends. Information as to these Trustees and officers is contained
under the caption, "Trustees and Officers."
The Investment Manager is also the investment manager or investment adviser
of the following investment companies: Dean Witter Liquid Asset Fund Inc., Dean
Witter High Yield Securities Inc., Dean Witter Tax-Free Daily Income Trust, Dean
Witter Developing Growth Securities Trust, Dean Witter Tax-Exempt Securities
Trust, Dean Witter Natural Resource Development Securities Inc., Dean Witter
Dividend Growth Securities Inc., Dean Witter American Value Fund, Dean Witter
U.S. Government Money Market Trust, Dean Witter World Wide Investment Trust,
Dean Witter Select Municipal Reinvestment Fund, Dean Witter U.S. Government
Securities Trust, Dean Witter California Tax-Free Income Fund, Dean Witter New
York Tax-Free Income Fund, Dean Witter Convertible Securities Trust, Dean Witter
Federal Securities Trust, Dean Witter Value-Added Market Series, Dean Witter
Utilities Fund, Dean Witter Managed Assets Trust, Dean Witter California
Tax-Free Daily Income Trust, Dean Witter Strategist Fund, Dean Witter World Wide
Income Trust, Dean Witter Intermediate Income Securities, Dean Witter Capital
Growth Securities, Dean Witter New York Municipal Money Market Trust, Dean
Witter European Growth Fund Inc., Dean Witter Precious Metals and Minerals
Trust, Dean Witter Global Short-Term Income Fund Inc., Dean Witter Pacific
Growth Fund Inc., Dean Witter Multi-State Municipal Series Trust, Dean Witter
Premier Income Trust, Dean Witter Short-Term U.S. Treasury Trust, Dean Witter
Health Sciences Trust, Dean Witter Retirement Series, Dean Witter Global
Dividend Growth Securities, Dean Witter Limited Term Municipal Trust, Dean
Witter Short-Term Bond Fund, Dean Witter Global Utilities Fund, Dean Witter High
Income Securities, Dean Witter National Municipal Trust, InterCapital Income
Securities Inc., High Income Advantage Trust, High Income Advantage Trust II,
High Income Advantage Trust III, Dean Witter Government Income Trust,
InterCapital Insured Municipal Bond Trust, InterCapital Insured Municipal Trust,
InterCapital Insured Municipal Income Trust, InterCapital California Insured
Municipal Income Trust, InterCapital Quality Municipal Investment Trust,
InterCapital Quality Municipal Income Trust, InterCapital Quality Municipal
Securities, InterCapital California Quality Municipal Securities, InterCapital
New York Quality Municipal Securities, Active Assets Money Trust, Active Assets
Tax-Free Trust, Active Assets California Tax-Free Trust, Active Assets
Government Securities Trust, Municipal Income Trust, Municipal Income Trust II,
Municipal Income Trust III, Municipal Income Opportunities Trust, Municipal
Income Opportunities Trust II, Municipal Income Opportunities Trust III,
Municipal Premium Income Trust and Prime Income Trust. The foregoing investment
companies, together with the Fund, are collectively referred to as the Dean
Witter Funds.
In addition, Dean Witter Services Company Inc. ("DWSC"), a wholly-owned
subsidiary of InterCapital, serves as manager for the following investment
companies for which TCW Funds Management, Inc., the Sub-Adviser of various
Portfolios of the Fund, is the investment adviser: TCW/DW Core Equity
3
<PAGE>
Trust, TCW/DW North American Government Income Trust, TCW/DW Latin American
Growth Fund, TCW/DW Income and Growth Fund, TCW/DW Small Cap Growth Fund, TCW/DW
North American Intermediate Income Trust, TCW/DW Emerging Markets Opportunities
Trust, TCW/DW Balanced Fund, TCW/DW North American Intermediate Income Trust,
TCW/DW Emerging Markets Opportunities Trust, TCW/DW Term Trust 2000, TCW/DW Term
Trust 2002 and TCW/DW Term Trust 2003 (the "TCW/DW Funds"). InterCapital also
serves as: (i) sub-adviser to Templeton Global Opportunities Trust, an open-end
investment company; (ii) administrator of The BlackRock Strategic Term Trust
Inc., a closed-end investment company; and (iii) sub-administrator of MassMutual
Participation Investors and Templeton Global Governments Income Trust,
closed-end investment companies.
The Investment Manager also serves as an investment adviser for Dean Witter
World Wide Investment Fund, an investment company organized under the laws of
Luxembourg, shares of which are not available for purchase in the United States
or by American citizens outside the United States.
Pursuant to an Investment Management Agreement (the "Management Agreement")
with the Investment Manager, the Fund has retained the Investment Manager to
manage the investment of the assets of each Portfolio, including the placing of
orders for the purchase and sale of portfolio securities. The Investment Manager
obtains and evaluates such information and advice relating to the economy,
securities markets, and specific securities as it considers necessary or useful
to continuously manage the assets of the Portfolios of the Fund in a manner
consistent with their investment objectives and policies.
Under the terms of the Management Agreement, the Investment Manager also
maintains certain of the Fund's books and records and furnishes, at its own
expense, such office space, facilities, equipment, clerical help, bookkeeping
and certain legal services as the Fund may reasonably require in the conduct of
its business, including the preparation of prospectuses, statements of
additional information, proxy statements and reports required to be filed with
federal and state securities commissions (except insofar as the participation or
assistance of independent accountants and attorneys is, in the opinion of the
Investment Manager, necessary or desirable). In addition, the Investment Manager
pays the salaries of all personnel, including officers of the Fund, who are
employees of the Investment Manager. The Investment Manager also bears the cost
of telephone service, heat, light, power and other utilities provided to the
Fund. The Investment Manager has retained DWSC to perform its administrative
services under the Management Agreement.
Under the terms of the Management Agreement, the Investment Manager is
authorized to retain a sub-adviser and, pursuant to a Sub-Advisory Agreement
between the Investment Manager and TCW Funds Management, Inc. (the
"Sub-Adviser"), the Investment Manager has retained the Sub-Adviser to provide
the North American Government Securities Portfolio, the Balanced Portfolio, the
Core Equity Portfolio and the Emerging Markets Portfolio of the Fund with
investment advice and portfolio management, in each case subject to the overall
supervision of the Investment Manager. The Sub-Adviser is a wholly-owned
subsidiary of The TCW Group, Inc., whose direct and indirect subsidiaries,
including Trust Company of the West and TCW Asset Management Company, provide a
variety of trust, investment management and investment advisory services. As of
, 1994, the Sub-Adviser and its affiliates had approximately
$ billion under management or committed to management. Trust Company
of the West and its affiliates have managed securities portfolios for
institutional investors since 1971. The Sub-Adviser is headquartered at 865
South Figueroa Street, Suite 1800, Los Angeles, California 90017 and is
registered as an investment adviser under the Investment Advisers Act of 1940.
The Sub-Adviser serves as investment adviser to the eleven TCW/DW Funds named
above and also serves as investment adviser to TCW Convertible Securities Fund,
Inc., a closed-end investment company traded on the New York Stock Exchange, and
to TCW Funds, Inc., open-end investment companies, and acts as adviser or
sub-adviser to other investment companies.
Robert A. Day, who is Chairman of the Board of Directors of the Sub-Adviser,
may be deemed to be a control person of the Sub-Adviser by virtue of the
aggregate ownership by Mr. Day and his family of more than 25% of the
outstanding voting stock of The TCW Group, Inc.
4
<PAGE>
The Sub-Adviser in turn has entered into further sub-advisory agreements
(the "Secondary Sub-Advisory Agreements") with two of its affiliates, TCW Asia
Limited, a Hong Kong corporation, and TCW London International, Limited, a
California corporation (the "Secondary Sub-Advisers"), pursuant to which the
Secondary Sub-Advisers will assist the Sub-Adviser in providing services under
the Sub-Advisory Agreement in respect of the Emerging Markets Portfolio. Each of
the Secondary Sub-Advisers is a wholly-owned subsidiary of The TCW Group, Inc.
Expenses not expressly assumed by the Investment Manager under the
Management Agreement or by the Sub-Adviser of the North American Government
Securities Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the
Emerging Markets Portfolio pursuant to the Sub-Advisory Agreement (see below)
will be paid by the Fund. Each Portfolio pays all other expenses incurred in its
operation and a portion of the Fund's general administration expenses allocated
on the basis of the asset size of the respective Portfolios. Expenses that are
borne directly by a Portfolio include, but are not limited to: charges and
expenses of any registrar, custodian, share transfer and dividend disbursing
agent; brokerage commissions; certain taxes; registration costs of the Portfolio
and its shares under federal and state securities laws; shareholder servicing
costs; charges and expenses of any outside service used for pricing of the
shares of the Portfolio; interest on borrowings by the Portfolio; fees and
expenses of legal counsel, including counsel to the Trustees who are not
interested persons of the Fund or of the Investment Manager (or the Sub-Adviser)
(not including compensation or expenses of attorneys who are employees of the
Investment Manager (or the Sub-Adviser)) and independent accountants; and all
other expenses attributable to a particular Portfolio. Expenses which are
allocated on the basis of size of the respective Portfolios include the costs
and expenses of printing, including typesetting, and distributing prospectuses
and statements of additional information of the Fund and supplements thereto to
the Fund's shareholders; all expenses of shareholders' and Trustees' meetings
and of preparing, printing and mailing proxy statements and reports to
shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Manager (or the
Sub-Adviser) or any corporate affiliate of the Investment Manager (or the
Sub-Adviser); state franchise taxes; Securities and Exchange Commission fees;
membership dues of industry associations; postage; insurance premiums on
property or personnel (including officers and Trustees) of the Fund which inure
to its benefit; and all other costs of the Fund's operations properly payable by
the Fund and allocable on the basis of size of the respective Portfolios.
Depending on the nature of a legal claim, liability or lawsuit, litigation
costs, payment of legal claims or liabilities and any indemnification relating
thereto may be directly applicable to the Portfolio or allocated on the basis of
the size of the respective Portfolios. The Trustees have determined that this is
an appropriate method of allocation of expenses.
As full compensation for the services and facilities furnished to the Fund
and expenses of the Fund assumed by the Investment Manager, the Fund pays the
Investment Manager monthly compensation calculated daily by applying the annual
rate of % to the net assets of the Money Market Portfolio; % to the net
assets of the North American Government Securities Portfolio; % to the net
assets of the Diversified Income Portfolio; % to the net assets of the
Balanced Portfolio; % to the net assets of the Utilities Portfolio; % to
the net assets of the Dividend Growth Portfolio; % to the next assets of the
Value-Added Market Portfolio; % to the net assets of the Core Equity
Portfolio; % to the net assets of the American Value Portfolio; % to the
net assets of the Global Equity Portfolio; % to the net assets of the
Developing Growth Portfolio; and % to the net assets of the Emerging Markets
Portfolio, in each case determined as of the close of each business day. The
Investment Manager has undertaken to assume all operating expenses of each
Portfolio (except for any brokerage fees and a portion of organizational
expenses) and waive the compensation provided for each Portfolio in its
Management Agreement with the Fund until such time as the pertinent Portfolio
has $50 million of net assets or until six months from the date of the Fund's
commencement of operations, whichever occurs first. The Management Agreement
also provides that if the total operating expenses of a Portfolio, exclusive of
taxes, interest, brokerage fees and certain legal claims and liabilities and
litigation and indemnification expenses, as described in the Management
Agreement, for the fiscal year exceed 2.5% of the first $30,000,000 of average
daily net assets of the Portfolio, 2% of the next $70,000,000 and 1.5% of any
excess over $100,000,000, the Investment Manager will reimburse the
5
<PAGE>
Portfolio for the amount of such excess, up to the amount of the management fee
for such Portfolio for that year. Such amount, if any, will be calculated daily
and credited on a monthly basis.
The Management Agreement provides that in the absence of willful
misfeasance, bad faith, negligence or reckless disregard of its obligations
thereunder, the Investment Manager is not liable to the Fund or any of its
investors for any act or omission by the Investment Manager or for any losses
sustained by the Fund or its investors. The Management Agreement in no way
restricts the Investment Manager from acting as investment manager or adviser to
others.
The Investment Manager will pay the organizational expenses of the Fund
incurred prior to the offering of the Fund's shares. The Fund will reimburse the
Investment Manager for such expenses, in an amount of up to a maximum of
$250,000. The Fund will defer and will amortize the reimbursed expenses on the
straight line method over a period not to exceed five years from the date of
commencement of the Fund's operations.
Both the Investment Manager and the Sub-Adviser have authorized any of their
directors, officers and employees who have been elected as Trustees or officers
of the Fund to serve in the capacities in which they have been elected. Services
furnished to the North American Government Securities Portfolio, the Balanced
Portfolio, the Core Equity Portfolio and the Emerging Markets Portfolio by the
Investment Manager and the Sub-Adviser may be furnished by directors, officers
and employees of the Investment Manager and the Sub-Adviser. In connection with
the services rendered by the Sub-Adviser, the Sub-Adviser bears the following
expenses: (a) the salaries and expenses of its personnel; and (b) all expenses
incurred by it in connection with performing the services provided by it as
Sub-Adviser, as described above.
As full compensation for the services and facilities furnished to the North
American Government Securities Portfolio, the Balanced Portfolio, the Core
Equity Portfolio, the Emerging Markets Portfolio and the Investment Manager, and
the expenses of these Portfolios and the Investment Manager assumed by the
Sub-Adviser, the Investment Manager pays the Sub-Adviser monthly compensation
equal to % of the Investment Manager's monthly compensation payable under the
Management Agreement in respect of the North American Government Securities
Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the Emerging
Markets Portfolio. Pursuant to the Sub-Advisory Agreement, if any reimbursement
is made by the Investment Manager to the North American Government Securities
Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the Emerging
Markets Portfolio as a result of the Portfolio exceeding the expense limitation,
the Investment Manager will be reimbursed for % of such payment by the
Sub-Adviser. For the services to be provided to the Sub-Adviser by the Secondary
Sub-Advisers under the Secondary Sub-Advisory Agreements, the Sub-Adviser pays a
portion of its compensation under the Sub-Advisory Agreement to the Secondary
Sub-Advisers, which portion shall vary from time to time.
The Management Agreement, the Sub-Advisory Agreement in respect of the North
American Government Securities Portfolio, the Balanced Portfolio, the Core
Equity Portfolio and the Emerging Markets Portfolio, and the Secondary
Sub-Advisory Agreements in respect of the Emerging Markets Portfolio were
initially approved by the Trustees of the Fund on , 1994 and by
Hartford Life Insurance Company (the "Company") as the then sole shareholder on
, 1994. The Management Agreement, the Sub-Advisory Agreement and the
Secondary Sub-Advisory Agreements are sometimes herein referred to as the
"Agreements." The Agreements may be terminated at any time, without penalty, on
thirty days' notice by the Trustees of the Fund, by the holders of a majority,
as defined in the Investment Company Act of 1940, as amended (the "Act"), of the
outstanding shares of the Fund, or by the other party or parties to the
Agreements. Each Agreement will automatically terminate in the event of its
assignment (as defined in the Act). Under their terms, each Agreement will
continue in effect until April 30, 1996, and from year to year thereafter,
provided continuance of the Agreement is approved at least annually by the vote
of the holders of a majority, as defined in the Act, of the outstanding shares
of each Portfolio (or, in the case of the Sub-Advisory Agreement in respect of
the North American Government Securities Portfolio, the Balanced Portfolio, the
Core Equity Portfolio and the Emerging Markets Portfolio, the outstanding shares
of each of those Portfolios, or, in the case of the Secondary
6
<PAGE>
Sub-Advisory Agreements in respect of the Emerging Markets Portfolio, the
outstanding shares of that Portfolio), or by the Trustees of the Fund; provided
that in either event such continuance is approved annually by the vote of a
majority of the Trustees of the Fund who are not parties to the Agreement or
"interested persons" (as defined in the Act) of any such party (the "Independent
Trustees"), which vote must be cast in person at a meeting called for the
purpose of voting on such approval. If the question of continuance of the
Management Agreement, the Sub-Advisory Agreement or the Secondary Sub-Advisory
Agreements (or adoption of any new Management, Sub-Advisory or Secondary
Sub-Advisory Agreement) is presented to shareholders, continuance (or adoption)
with respect to a Portfolio shall be effective only if approved by a majority
vote of the outstanding voting securities of that Portfolio. If the shareholders
of any one or more of the Portfolios should fail to approve the Management
Agreement, the Sub-Advisory Agreement or a Secondary Sub-Advisory Agreement, the
Investment Manager may nonetheless serve as Investment Manager with respect to
any Portfolio whose shareholders approved the Management Agreement, and the
Sub-Adviser and the Secondary Sub-Advisers may nonetheless serve as Sub-Adviser
or Secondary Sub-Adviser, as the case may be, with respect to any Portfolio
whose shareholders have approved the Management Agreement, the Sub-Advisory
Agreement and the Secondary Sub-Advisory Agreements. To the extent required by
law, the Companies, which are the only shareholders of the Fund, will vote the
shares of the Fund held by it in accordance with instructions from Contract
Owners, as more fully described under the caption "Voting Rights" in the
Prospectus for the Contracts.
The Fund has acknowledged that the name "Dean Witter" is a property right of
DWR. The Fund has agreed that DWR or its parent company may use or, at any time,
permit others to use, the name "Dean Witter". The Fund has also agreed that in
the event the Management Agreement is terminated, or if the affiliation between
InterCapital and its parent company is terminated, the Fund will eliminate the
name "Dean Witter" from its name if DWR or its parent company shall so request.
TRUSTEES AND OFFICERS
- --------------------------------------------------------------------------------
The Trustees and Executive Officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, with
InterCapital and TCW Funds Management, Inc. and with the Dean Witter Funds and
the TCW/DW Funds are shown below.
<TABLE>
<CAPTION>
NAME POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Charles A. Fiumefreddo* Chairman, Chief Executive Officer and Director of InterCapital, Dean
Chairman of the Board, Witter Distributors Inc. ("Distributors") and DWSC; Executive Vice
President, Chief Executive Officer President and Director of DWR; Chairman, Director or Trustee, President
and Trustee and Chief Executive Officer of the Dean Witter Funds; Chairman, Chief
Two World Trade Center Executive Officer and Trustee of the TCW/DW Funds; Chairman and
New York, New York Director of Dean Witter Trust Company ("DWTC"); Director and/or officer
of various DWDC subsidiaries; formerly Executive Vice President and
Director of DWDC (until February, 1993).
David A. Hughey* Executive Vice President and Chief Administrative Officer of
Trustee and Vice President InterCapital, Distributors, DWSC and DWTC and Director of DWTC; Vice
Two World Trade Center President of the Dean Witter Funds and the TCW/ DW Funds.
New York, New York.......................
Sheldon Curtis* Senior Vice President, Secretary and General Counsel of InterCapital
Trustee, Vice President, and DWSC; Senior Vice President and Secretary of DWTC; Senior Vice
Secretary and President, Assistant Secretary and Assistant General Counsel of
General Counsel Distributors; Assistant Secretary of DWDC and DWR; Vice President,
Two World Trade Center Secretary and General Counsel of the Dean Witter Funds and the TCW/DW
New York, New York Funds.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Peter M. Avelar Senior Vice President of InterCapital (since April, 1992); Vice
Vice President President of various Dean Witter Funds; previously Vice President of
Two World Trade Center InterCapital (December, 1990-April, 1992) and Senior Portfolio Manager,
New York, New York First Vice President of PaineWebber Asset Management (March,
1989-December, 1990).
Thomas H. Connelly Senior Vice President of InterCapital; Vice President of various Dean
Vice President Witter Funds.
Two World Trade Center
New York, New York
Edward F. Gaylor Senior Vice President of InterCapital (since April, 1992); Vice
Vice President President of various Dean Witter Funds; previously Vice President of
Two World Trade Center InterCapital.
New York, New York
Rajesh K. Gupta Senior Vice President of InterCapital (since May, 1991); Vice President
Vice President of various Dean Witter Funds; previously Vice President of
Two World Trade Center InterCapital.
New York, New York
Kenton J. Hinchliffe Senior Vice President of InterCapital; Vice President of various Dean
Vice President Witter Funds.
Two World Trade Center
New York, New York
Anita H. Kolleeny Senior Vice President of InterCapital (since April, 1992); Vice
Vice President President of various Dean Witter Funds; previously Vice President of
Two World Trade Center InterCapital.
New York, New York
Jonathan R. Page Senior Vice President of InterCapital; Vice President of various Dean
Vice President Witter Funds.
Two World Trade Center
New York, New York
Vinh Q. Tran Vice President of InterCapital; Vice President of various Dean Witter
Vice President Funds.
Two World Trade Center
New York, New York
Paul D. Vance Senior Vice President of InterCapital; Vice President of various Dean
Vice President Witter Funds.
Two World Trade Center
New York, New York
Ronald J. Worobel Senior Vice President of InterCapital (since June 1993); Vice President
Vice President of various Dean Witter Funds; formerly Vice President of InterCapital
Two World Trade Center (June, 1992-June, 1993) and Managing Director, MacKay-Shields Financial
New York, New York Corp. (February, 1989-June, 1992).
Paula LaCosta Vice President of InterCapital (since April, 1992); Vice President of
Vice President various Dean Witter Funds; previously Assistant Vice President of
Two World Trade Center InterCapital.
New York, New York
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Philip A. Barach Managing Director of TCW Funds Management, Inc.; Managing Director,
Vice President Mortgage-Backed Securities of Trust Company of the West and TCW Asset
865 South Figueroa Street Management Company; Vice President of various TCW/DW Funds.
Los Angeles, California
James M. Goldberg Managing Director of TCW Funds Management, Inc.; Managing Director and
Vice President Chairman of the Fixed Income Policy Committee of Trust Company of the
865 South Figueroa Street West and TCW Asset Management Company; Vice President of various TCW/DW
Los Angeles, California Funds.
Jeffrey E. Gundlach Managing Director of TCW Funds Management, Inc.; Managing Director,
Vice President Mortgage-Backed Securities of Trust Company of the West and TCW Asset
865 South Figueroa Street Management Company; Vice President of various TCW/DW Funds.
Los Angeles, California
Douglas R. Metcalf Managing Director of TCW Funds Management, Inc., Trust Company of the
Vice President West and TCW Asset Management Company (since March, 1990); previously
865 South Figueroa Street Managing Director of First Interstate Bank Ltd.; Vice President of
Los Angeles, California various TCW/DW Funds.
James A. Tilton Managing Director of TCW Funds Management, Inc.; Managing Director and
Vice President member of the Equity Policy Committee of Trust Company of the West and
865 South Figueroa Street TCW Asset Management Company; Chairman of the Board of Verdugo Hills
Los Angeles, California Hospital and Chairman of the Board of Councilors of the University of
Southern California School of Public Administration; director of
various other business organizations; Vice President of various TCW/DW
Funds.
Robert M. Hanisee Managing Director of TCW Funds Management, Inc. (since April, 1990);
Vice President Managing Director, Director of Research and Chairman of the Equity
865 South Figueroa Street Policy Committee of Trust Company of the West and TCW Asset Management
Los Angeles, California Company (since April, 1990); previously President and Director of
Research for Seidler Amdec Securities.
Paul G. Wargnier Managing Director of TCW Funds Management, Inc. (since June, 1990);
Vice President Managing Director of Trust Company of the West and TCW Asset Management
865 South Figueroa Street Company (since June, 1990); previously Vice President and Director of
Los Angeles, California Research for D.A. Campbell Co., Inc. (institutional brokerage firm).
Thomas F. Caloia First Vice President (since May, 1991) and Assistant Treasurer (since
Treasurer April, 1988) of InterCapital; First Vice President and Treasurer of
Two World Trade Center DWSC; Treasurer of the Dean Witter Funds and the TCW/DW Funds;
New York, New York previously Vice President of InterCapital.
- ---------
<FN>
* Denotes Trustees who are "interested persons" of the Fund, as defined in
the Investment Company Act of 1940, as amended.
</TABLE>
9
<PAGE>
In addition, Robert M. Scanlan, President and Chief Operating Officer of
InterCapital and DWSC, Executive Vice President of Distributors and DWTC and
Director of DWTC, and Edmund C. Puckhaber, Executive Vice President of
InterCapital, are Vice Presidents of the Fund, and Marilyn K. Cranney and Barry
Fink, First Vice Presidents and Assistant General Counsels of InterCapital and
DWSC, and Lawrence Lafer, LouAnne D. McInnis and Ruth Rossi, Vice Presidents and
Assistant General Counsels of InterCapital and DWSC, are Assistant Secretaries
of the Fund.
The Fund pays each Trustee who is not an employee or retired employee of the
Investment Manager or the Sub-Adviser, or an affiliated company of either of
them, an annual fee of $ plus $ for each meeting of the Board of Trustees,
the Audit Committee or the Committee of the Independent Trustees attended by the
Trustee in person (the Fund pays the Chairman of the Audit Committee an
additional annual fee of $ and pays the Chairman of the Committee of the
Independent Trustees an additional annual fee of $ , in each case inclusive
of the Committee meeting fees). The Fund also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees and officers of the Fund who are or have been
employed by the Investment Manager or an affiliated company receive no
compensation or expense reimbursement from the Fund.
INVESTMENT PRACTICES AND POLICIES
- --------------------------------------------------------------------------------
The Fund is an open-end diversified management investment company which is
intended to provide a broad range of investment alternatives with its twelve
separate Portfolios, each of which has distinct investment objectives and
policies, as set forth below and in the Prospectus:
-THE MONEY MARKET PORTFOLIO seeks high current income, preservation of
capital and liquidity by investing in short-term money market instruments.
-THE NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO seeks to earn a high
level of current income while maintaining relatively low volatility of
principal, by investing primarily in investment grade fixed-income
securities issued or guaranteed by the U.S., Canadian or Mexican
governments.
-THE DIVERSIFIED INCOME PORTFOLIO seeks, as a primary objective, to earn a
high level of current
income and, as a secondary objective, to maximize total return, but only to
the extent consistent with its primary objective, by equally allocating its
assets among three separate groupings of fixed-income securities. Up to
one-third of the securities in which the Diversified Income Portfolio may
invest will include securities rated Baa/BBB or lower.
-THE BALANCED PORTFOLIO seeks to achieve high total return through a
combination of income and capital appreciation, by investing in a
diversified portfolio of common stocks and investment grade fixed-income
securities.
-THE UTILITIES PORTFOLIO seeks to provide current income and long-term
growth of income and capital by investing primarily in equity and
fixed-income securities of companies engaged in the public utilities
industry.
-THE DIVIDEND GROWTH PORTFOLIO seeks to provide reasonable current income
and long-term growth of income and capital by investing primarily in common
stock of companies with a record of paying dividends and the potential for
increasing dividends.
-THE VALUE-ADDED MARKET PORTFOLIO seeks to achieve a high level of total
return on its assets through a combination of capital appreciation and
current income by investing, on an equally weighted basis, in a diversified
portfolio of common stocks of the companies which are represented in the
Standard & Poor's 500 Composite Stock Price Index.
-THE CORE EQUITY PORTFOLIO seeks long-term growth of capital by investing
primarily in common stocks and securities convertible into common stocks
issued by domestic and foreign companies.
10
<PAGE>
-THE AMERICAN VALUE PORTFOLIO seeks long-term growth consistent with an
effort to reduce volatility by investing principally in common stock of
companies in industries which, at the time of the investment, are believed
to be undervalued in the marketplace.
-THE GLOBAL EQUITY PORTFOLIO seeks a high level of total return on its
assets, primarily through long-term capital growth and, to a lesser extent,
from income. It seeks to achieve this objective through investments in all
types of common stocks and equivalents, preferred stocks and bonds and
other debt obligations of domestic and foreign companies and governments
and international organizations.
-THE DEVELOPING GROWTH PORTFOLIO seeks long-term capital growth by by
investing primarily in common stocks of smaller and medium-sized companies
that, in the opinion of the Investment Manager, have the potential for
growing more rapidly than the economy and which may benefit from new
products or services, technological developments or changes in management.
-THE EMERGING MARKETS PORTFOLIO seeks long-term capital appreciation by
investing primarily in equity securities of companies in emerging market
countries. The Emerging Markets Portfolio may invest up to 35% of its total
assets in high risk fixed-income securities that are rated below investment
grade or are unrated.
There can be no assurance that the Portfolios' investment objectives will be
achieved.
Each Portfolio of the Fund is subject to the diversification requirements of
Section 817(h) of the Internal Revenue Code relating to the favorable tax
treatment of variable annuity contracts. Regulations issued under such section
require each Portfolio to invest no more than 55% of its assets in any one
investment; no more than 70% of its assets in any two investments; no more than
80% of its total assets in any three investments; and no more than 90% of its
total assets in any four investments. For purposes of the regulations, all
securities of the same issuer are treated as a single investment. In addition,
the Portfolios are subject to the diversification requirements of the Act, as
described under the heading "Investment Restrictions" below and in the
Prospectus.
THE MONEY MARKET PORTFOLIO
VARIABLE AND FLOATING RATE OBLIGATIONS. As stated in the Prospectus, the
Money Market Portfolio may invest in variable and floating rate obligations. The
interest rate payable on a variable rate obligation is adjusted at predesignated
periodic intervals and, on floating rate obligations, whenever there is a change
in the market rate of interest on which the interest rate payable is based.
Other features may include the right whereby the Money Market Portfolio may
demand prepayment of the principal amount of the obligation prior to its stated
maturity (a "demand feature") and the right of the issuer to prepay the
principal amount prior to maturity. The principal benefit of a variable rate
obligation is that the interest rate adjustment minimizes changes in the market
value of the obligation. As a result, the purchase of variable rate and floating
rate obligations should enhance the ability of the Money Market Portfolio to
maintain a stable net asset value per share (see "How Net Asset Value is
Determined") and to sell obligations prior to maturity at a price approximating
the full principal amount of the obligations. The principal benefits to the
Money Market Portfolio of purchasing obligations with a demand feature are that
liquidity and the ability of the Money Market Portfolio to obtain repayment of
the full principal amount of an obligation prior to maturity are enhanced. The
payment of principal and interest by issuers of certain obligations purchased by
the Money Market Portfolio may be guaranteed by letters of credit or other
credit facilities offered by banks or other financial institutions. Such
guarantees will be considered in determining whether an obligation meets the
Money Market Portfolio's investment quality requirements.
PRIVATE PLACEMENTS. As discussed in the Prospectus, the Money Market
Portfolio may invest in commercial paper issued in reliance on the so-called
"private placement" exemption from registration afforded by Section 4(2) of the
Securities Act of 1933 (the "Securities Act") and which may be sold to
11
<PAGE>
other institutional investors pursuant to Rule 144A under the Securities Act.
The adoption by the Securities and Exchange Commission of Rule 144A, which
permits the resale of certain restricted securities to institutional investors,
had the effect of broadening and increasing the liquidity of the institutional
trading market for securities subject to restrictions on resale to the general
public. Section 4(2) commercial paper sold pursuant to Rule 144A is restricted
in that is can be resold only to qualified institutional investors. However,
since institutions constitute virtually the entire market for such commercial
paper, the market for such Section 4(2) commercial paper is, in reality, as
liquid as that for other commercial paper. While the Money Market Portfolio
generally holds to maturity commercial paper in its portfolio, the advent of
Rule 144A has greatly simplified the ability to sell Section 4(2) commercial
paper to other institutional investors.
Open-end investment companies are not permitted to hold over 15% (10% for
money market funds) of their net assets in securities for which there is no
established market ("illiquid securities"). However, under procedures adopted by
the Trustees of the Fund, the Money Market Portfolio may purchase Section 4(2)
commercial paper without being subject to the limitation on illiquid investments
and will be able to utilize Rule 144A to sell that paper to other institutional
investors. The procedures require that the Investment Manager consider the
following factors in determining that any restricted security eligible for sale
pursuant to Rule 144A be considered liquid: (1) the frequency of trades and
quotes for the security, (2) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers, (3) dealer
undertakings to make a market in the security, and (4) the nature of the
security and the nature of the marketplace trades (i.e., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). The Investment Manager will report to the Trustees on a quarterly
basis on all restricted securities held by the Money Market Portfolio with
regard to their ongoing liquidity. In the event any Section 4(2) commercial
paper or other restricted security held by the Money Market Portfolio is
determined to be illiquid by the Trustees and the Investment Manager, that
investment would be included as an illiquid security subject to the limitation
on illiquid investments referred to above.
THE AMERICAN VALUE PORTFOLIO
As discussed in the Prospectus, the American Value Portfolio offers
investors an opportunity to participate in a diversified portfolio of
securities, consisting principally of common stocks. The portfolio reflects an
investment decision-making process developed by the Investment Manager.
INDUSTRY VALUATION APPROACH As stated in the Prospectus, in managing the
American Value Portfolios, the Investment Manager generally seeks to identify
industries, rather than individual companies, as prospects for capital
appreciation. This approach is designed to capitalize on four basic assumptions:
(1) industry trends are a primary force governing company earnings; (2)
conventional forecasts by security analysts of company earnings do not fully
reflect underlying industry conditions or changing economic cycles; (3) the
market's perception of industry trends is often transitory or exaggerated; and
(4) distortions in relative valuations beyond their normal ranges provide
significant buying or selling opportunities.
The Investment Manager generally seeks to invest assets of the American
Value Portfolio in industries it considers to be "undervalued" at the time of
purchase and to sell those it considers "overvalued". In so doing, the
Investment Manager utilizes a record of historical price/earnings ratios for
each of more than sixty industry groups (which may be increased or decreased,
from time to time) relative to the Standard & Poor's Index of 500 stocks ("S&P
Index"). From this record a range or band is established in which variations in
an industry's price/earnings multiple, relative to the S&P Index, are considered
normal. Based upon a forecast of industry earnings, an industry is considered
"undervalued", "moderately valued" or "overvalued" depending upon whether the
relative price/earnings multiple is below, within or above the normalized
channel.
The Investment Manager also uses models which utilize economic indicators or
other financial variables to evaluate the relative attractiveness of industries.
Economic indicators considered would be specific to particular industries.
Financial variables may include cash flow, asset value, historical and
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projected earnings, absolute and relative price/earnings ratios, dividend
discount values, as well as other factors.
A basic tenet of the industry valuation approach is that there is no
certainty of superior performance in any specific industry selection, but rather
that approximately equal weighting of investments in a group of industries, each
of which has been identified as undervalued, can benefit from the performance
probabilities of the total group. The Investment Manager believes that
subjective judgment enters into every investment process no matter how
sophisticated or systematized, but that any adverse impact on investment
performance resulting from errors of judgment may be mitigated by approximately
equal weighting of both the industries and companies within those industries
acquired for the portfolio.
The foregoing represents the main outlines of the industry valuation
approach. The following describes its key features, all of which are subject to
modification as described below or as result of applying the asset allocation
disciplines described later.
1. Equal Industry Weightings.
After determining the industries that it considers to be undervalued, the
Investment Manager generally attempts to invest approximately equal amounts of
the equity portion of the portfolio in securities of companies in each of such
industries, subject to adjustment for company weightings as set forth in the
next paragraph.
2. Equal Company Weightings.
From the total of all companies included in the industry valuation process,
the Investment Manager selects a limited number from each industry as
representative of that industry. Such selections are made on the basis of
various criteria, including size and quality of a company, the consistency of
its earnings and various valuation parameters. Valuation screens may include
dividend discount model values, price-to-book ratios, price-to-cashflow values,
relative and absolute price-to-earnings ratios and ratios of price-earnings
multiples to earnings growth. Price and earnings momentum ratings derived from
external sources are also factored into the stock selection decision. Those
companies which are in undervalued industries and which the Investment Manager
believes to be attractive investments are finally selected for inclusion in the
portfolio. When final selections are made, approximately equal amounts of the
equity portion of the portfolio are invested in each of such companies. This may
vary depending on whether the Investment Manager is in the process of building
or reducing a stock position. Consideration will also be given to earnings
visibility and valuation. Stock in industries not identified as undervalued may
not be equally weighted. Also, smaller capitalization issues may not be equally
weighted due to liquidity considerations.
3. Relative Industry Values.
Industry valuation only attempts to identify industries whose securities
might be expected to perform relatively better than the market as represented by
the S&P Index. It does not seek to identify securities which will experience an
absolute increase in value notwithstanding market conditions. However, the
process assumes that, despite interim fluctuations in stock market prices, the
long-term trend in equity security values will be up.
4. Industry Coverage.
Industry valuation presently covers securities classified by the Investment
Manager in approximately sixty industries. The classification of industries in
the S&P Index and in the industry valuation group are not identical and the
universe of industry-valued securities includes some which are not contained in
the S&P Index. To provide flexibility for taking advantage of investment
opportunities in "non-classified" industries, that is, the industries not
included in the Investment Manager's industry valuation, the Investment Manager
may invest a portion of the American Value Portfolio's assets in a limited
number of securities in such non-classified industries which the Investment
Manager identifies as attractive investments. Also, the Investment Manager may
invest, on a selective basis, in stocks of moderately valued industries.
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5. Continuity of Industry Trends.
Industry valuation assumes that the trend of industry price/earnings ratios
relative to the price/ earnings ratios of all the companies in the S&P Index
will be substantially continuous. It is possible, however, that certain changes
in industry trends may result in a discontinuity that will not be signaled in
advance by the industry valuation process and that, at times, the company
analysis may provide a useful corrective mechanism.
6. Practical Applications.
In applying the industry valuation approach to management of the American
Value Portfolio, the Investment Manager will make adjustments in the portfolio
which reflect modifications of the underlying concepts whenever, in its opinion,
such adjustments are necessary or desirable to achieve the American Value
Portfolio's objectives. Such adjustments may include, for example, weighting
some industries or companies more or less than others, based upon the Investment
Manager's judgment as to the investment merits of specific companies. In
addition, without specific action by the Investment Manager, adjustments may
result from fluctuations in market prices which distort previously established
industry and company weightings. The portfolio may, at times, include securities
of industries which are considered overvalued due to consideration of the
relative stage of the economic cycle (e.g., certain industries perform better in
inflationary times than other industries) or may not include representation in
industries considered undervalued due to considerations such as valuation
criteria, stage-of-cycle analysis or lack of earnings visibility, balance sheet
viability or management quality. Also, independent of the application of the
industry valuation process, the American Value Portfolio continuously sells and
redeems its own shares, and, as a result, securities may have to be sold at
times from the portfolio to meet redemptions and monies received upon sale of
the American Value Portfolio's shares must be used to purchase portfolio
securities. Such sales and purchases of portfolio securities will result in a
portfolio that does not completely reflect equal weighting of investment in
industries or companies.
ASSET ALLOCATION. Common stocks, particularly those sought for possible
capital appreciation, have historically experienced a great amount of price
fluctuation. The Investment Manager believes it is desirable to attempt to
reduce the risks of extreme price fluctuations even if such an attempt results,
as it likely will at times, in reducing the probabilities of obtaining greater
capital appreciation. Accordingly, the Investment Managers's investment process
incorporates elements which may reduce, although certainly not eliminate, the
volatility of its holdings. The American Value Portfolio may hold a portion of
its assets in fixed-income securities in an effort to moderate extremes of price
fluctuation. The determination of the appropriate asset allocation as between
equity and fixed-income investments will be made by the Investment Manager in
its discretion, based upon its evaluation of economic and market conditions.
THE DEVELOPING GROWTH PORTFOLIO
LEVERAGING. As discussed in the Prospectus, the Developing Growth Portfolio
may borrow money, but only from a bank and in an amount up to 25% of the
Portfolio's total assets taken at the lower of market value or cost, not
including the amount borrowed, to seek to enhance capital appreciation by
leveraging its investments through purchasing securities with the borrowed
funds. Such borrowings will be subject to current margin requirements of the
Federal Reserve Board and where necessary the Portfolio may use any or all of
its securities as collateral for such borrowings. Any investment gains (and/ or
investment income) made with the additional monies in excess of interest paid
will cause the net asset value of the Portfolio's shares (and/or the Portfolio's
net income per share) to rise to a greater extent than would otherwise be the
case. Conversely, if the investment performance of the additional monies fails
to cover their cost to the Portfolio, net asset value (and/or net income per
share) will decrease to a greater extent than would otherwise be the case. This
is the speculative factor involved in leverage.
The Developing Growth Portfolio will be required to maintain an asset
coverage (including the proceeds of borrowings) of at least 300% of such
borrowings in accordance with the provisions of the Act. If, due to market
fluctuations or other reasons, the value of the Portfolio's assets (including
the proceeds of borrowings) becomes at any time less than three times the amount
of any outstanding bank debt, the Portfolio, within three business days, will
reduce its bank debt to the extent necessary to meet
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the required 300% asset coverage. In restoring the 300% asset coverage, the
Portfolio may have to sell a portion of its investments at a time when it may be
disadvantageous to do so.
The investment policy provides that the Portfolio may not purchase or sell a
security on margin. The margin and bank borrowing restrictions will prevent the
ordinary purchase of a security which involves a cash borrowing from a broker of
any part of the purchase price of a security.
In addition to borrowings for leverage, the Portfolio may also borrow from
banks an additional amount as a temporary measure for extraordinary or emergency
purposes and, for these purposes, in no event an amount greater than 5% of total
assets taken at the lower of market value or cost.
THE EMERGING MARKETS PORTFOLIO
EMERGING MARKET COUNTRY DESIGNATION. The following countries are not
included within the International Bank of Reconstruction and Development (the
"World Bank") definition of an emerging market country: Saudi Arabia, Ireland,
Spain, Israel, Hong Kong, Singapore, New Zealand, Australia, The United Kingdom,
Italy, The Netherlands, Kuwait, Canada, Belgium, Austria, France, United Arab
Emirates, Germany, Denmark, United States, Sweden, Finland, Norway, Japan and
Switzerland.
POLITICAL AND ECONOMIC RISKS. Even though opportunities for investment may
exist in emerging countries, any change in the leadership or policies of the
governments of those countries or in the leadership or policies of any other
government which exercises a significant influence over those countries, may
halt the expansion, or reverse the liberalization, of foreign investment
policies now occurring and thereby eliminate any investment opportunities which
may currently exist.
Investors should note that upon the accession to power of authoritarian
regimes, the governments of a number of emerging market countries previously
expropriated large quantities of real and personal property. The claims of
property owners against those governments were never finally settled. There can
be no assurance that any property represented by securities purchased by the
Emerging Markets Portfolio will not also be expropriated, nationalized, or
otherwise confiscated. If such confiscation were to occur, the Portfolio could
lose a substantial portion of its investments in such countries. The Portfolio's
investments would similarly be adversely affected by exchange control
regulations in any of those countries.
SECURITIES MARKETS. The market capitalizations of listed equity securities
on major exchanges in emerging market countries is significantly smaller than in
the United States. A high proportion of the shares of many companies in emerging
market countries may be held by a limited number of persons, which may further
limit the number of shares available for investment by the Emerging Markets
Portfolio. A limited number of issuers in most, if not all, emerging securities
markets may represent a disproportionately large percentage of market
capitalization and trading value. The limited liquidity of emerging securities
markets may also affect the Portfolio's ability to acquire or dispose of
securities at the price and time it wishes to do so. In addition, certain
emerging securities markets are susceptible to being influenced by large
investors trading significant blocks of securities or by large dispositions of
securities resulting from the failure to meet margin calls when due.
The high volatility of certain emerging securities markets, as well as
currency fluctuations, may result in greater volatility in the Portfolio's net
asset value than would be the case for companies investing in domestic
securities. If the Portfolio were to experience unexpected net redemptions, it
could be forced to sell securities in its portfolio without regard to investment
merit, thereby decreasing the asset base over which Portfolio expenses can be
spread and possibly reducing the Portfolio's rate of return.
Emerging market securities exchanges and brokers are generally subject to
less governmental supervision and regulation than in the U.S., and emerging
market securities exchange transactions are usually subject to fixed
commissions, which are generally higher than negotiated commissions on U.S.
transactions. In addition, emerging market securities exchange transactions may
be subject to difficulties associated with the settlement of such transactions.
Delays in settlement could result in temporary periods when assets of the
Portfolio are uninvested and no return is earned thereon. The inability of the
Portfolio to make intended security purchases due to settlement problems could
cause the Portfolio to
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miss attractive investment opportunities. Inability to dispose of a portfolio
security due to settlement problems either could result in losses to the
Portfolio due to subsequent declines in value of the portfolio
security or, if the Portfolio has entered into a contract to sell the security,
could result in possible liability to the purchaser.
RESTRICTIONS ON INVESTMENTS. The Emerging Markets Portfolio may be
prohibited under the Act from purchasing the securities of any company that, in
its most recent fiscal year, derived more than 15% of its gross revenues from
securities related activities. In a number of emerging market countries,
commercial banks act as securities brokers and dealers, investment advisers and
underwriters or are otherwise engaged in securities-related activities, which
may limit the Portfolio's ability to hold securities issued by the banks. The
U.S. Securities and Exchange Commission has proposed a rule which, if adopted,
may permit the Portfolio to invest in certain of these securities subject to
certain restrictions.
FOREIGN INVESTMENT RESTRICTIONS. Certain countries prohibit or impose
substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Emerging Markets
Portfolio. For example, certain countries require governmental approval prior to
investments by foreign persons or limit the amount of investment by foreign
persons in a particular company or limit the investment by foreign persons to
only a specific class of securities of a company that may have less advantageous
terms than securities of the company available for purchase by nationals.
Moreover, the national policies of certain countries may restrict investment
opportunities in issuers or industries deemed sensitive to national interests.
In addition, some countries require governmental approval for the repatriation
of investment income, capital or the proceeds of securities sales by foreign
investors. The Portfolio could be adversely affected by delays in or a refusal
to grant any required governmental approval for repatriation, such as by the
application to it of other restrictions on investments.
DEBT-TO-EQUITY CONVERSIONS. The Emerging Markets Portfolio may participate
with respect to up to 5% of its total assets in debt-to-equity conversions.
Debt-to-equity conversion programs are sponsored in varying degrees by certain
emerging market countries and permit investors to use external debt of a country
to make equity investments in local companies. Many conversion programs relate
primarily to investments in transportation, communication, utilities and similar
infrastructure related areas. The terms of the programs vary from country to
country, but include significant restrictions on the application of the proceeds
received in the conversion and on the repatriation of investment profits and
capital. In inviting conversion applications by holders of eligible debt, a
government will usually specify a minimum discount from par value that it will
accept for conversion. The Sub-Adviser believes that emerging market
debt-to-equity conversion programs may offer investors opportunities to invest
in otherwise restricted equity securities of emerging market countries with a
potential for significant capital appreciation and, to a limited extent, intends
to invest assets of the Portfolio in such programs in appropriate circumstances.
There can be no assurance that debt-to-equity conversion programs will continue
or be successful or that the Portfolio will be able to convert all or any of its
emerging market debt portfolio into equity investments.
ASIAN ECONOMIES AND SECURITIES MARKETS
The Asian continent covers approximately one-fifth of the earth's surface
and is home to over half the world's population. Certain of the Asian countries
in which the Emerging Markets Portfolio may invest include China, Hong Kong,
India, Indonesia, Korea, Malaysia, Pakistan, the Philippines, Singapore, Sri
Lanka, Taiwan and Thailand. The discussion below focuses on some of the emerging
market countries in which the Sub-Adviser anticipates that the Emerging Markets
Portfolio will initially invest.
ASIAN ECONOMIES. In recent years, countries in the Asian region have
experienced real economic growth rates exceeding those experienced by many
Western industrialized countries.
The Sub-Adviser of the Emerging Markets Portfolio believes that economic
conditions in the Asian region exist to provide for high levels of economic
activity in the long-term, offering the potential for long-term capital
appreciation from investment in equity securities of Asian Companies (as defined
in the Prospectus). Among these conditions, as discussed below, are the
following: (i) the increasing
industri-
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alization of Asian economies, (ii) favorable demographics and competitive wage
rates, (iii) high rates of domestic savings available to fund investment,
particularly in the area of infrastructure, (iv) the ability to attract foreign
direct investment, (v) the emergence of a regional trading zone and (vi) rising
per capita incomes available to support local markets for consumer goods.
INDUSTRIALIZATION OF ASIA. The rapid ongoing shift from primary industries
into industrial manufacturing has contributed to high rates of economic
activity. During the last two decades, there was a significant shift in the
percentage of gross domestic product ("GDP") accounted for by the agricultural
sector in these markets and a marked increase in output by the industrial
sector, most markedly in Indonesia, Malaysia and Thailand. Generally, in the
Asian countries there is still potential for further industrialization so as to
reach the levels presently attained by the countries of the industrialized
world.
FAVORABLE DEMOGRAPHICS AND COMPETITIVE WAGES. Based on favorable
demographic statistics as to the Asian countries relative to the United States
and Western Europe and the existence in the region of low relative wage rates,
the Sub-Adviser believes that the competitive advantages of Asia through access
to a large pool of disciplined and low cost (and, in East Asia, well educated)
labor, will continue to lead to high levels of inward capital investment by
companies based in the industrialized world. Moreover, the demographic profile
of Asian countries shows a plentiful potential supply of new labor force
participants as indicated by the high percentage of the populations under
fifteen years of age. In this respect, China, India, Indonesia, Malaysia, the
Philippines and Thailand are well positioned. The larger this percentage, the
lower the likelihood of significant upward pressure on wage rates over the
medium term, thus ensuring a continuation of the current, favorable cost
structure these countries enjoy relative to the United States and Japan. In
addition, these countries in particular need to maintain a sufficient level of
overall economic activity in order to provide employment opportunities to new
entrants. If this cannot be achieved, as in the case of the Philippines, the
export of labor may occur. Direct investment and the establishment of labor
intensive industries, such as textiles, have had a favorable impact on job
creation in the Asian region. However, direct investment may be deterred by the
absence of basic infrastructure such as energy, telephone lines, ports, roads
and railways, as has occurred in the Philippines with shortages of electricity.
SAVINGS AND INFRASTRUCTURE. There is a need in the Asian countries for
substantial investment in infrastructure. A low penetration rate of telephone
lines per 1,000 population exists in each of China, India, Indonesia, Malaysia
and Thailand. Asia has the means to overcome the deficiency in infrastructure
given its high domestic savings rates. A high rate of savings is generally
associated with strong investment, rising productivity and faster GDP growth.
China, Indonesia, Korea and Singapore compare favorably with the United States
in this regard. The savings rates of India and the Philippines are the lowest in
the region and, in the opinion of the Sub-Adviser, may have to be raised if
investment, and hence growth, is to accelerate in such countries. China is still
in the process of developing a network of financial intermediaries capable of
channeling available funds between savers and investors, the lack of which may
constrain growth in the short term.
ABILITY TO ATTRACT FOREIGN DIRECT INVESTMENT. Foreign direct investment has
underpinned economic growth in the Asian region. With the rapid appreciation of
the Yen since the end of 1985, Japanese investment flows have increased
considerably. Japanese firms have built regional networks of affiliates in Asia,
where Japanese direct investment has grown predominantly in manufacturing,
especially in the electronics industry.
The Sub-Adviser believes that in addition to increasing the foreign supply
of capital, direct foreign investment from Japan confers a number of benefits
which enhance the long-term growth potential of a recipient country, including
but not limited to (i) the mobilization of domestic savings for productive
purpose in joint ventures between multinational corporations and local
companies, (ii) the improvement of local training and education as local
employees are exposed to modern production techniques and established training
methods, (iii) the modernization of management and accounting, (iv) a transfer
of technology and (v) the promotion of exports.
TRADE AND EXPORTS. Most of the countries in the Asian region have
historically pursued the Japanese development model of export-led growth. This,
together with the inflow of foreign manufacturing
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facilities, has led in general to strong export sector performances. During the
1980s a significant proportion of Asian exports were shipped to the United
States and Europe, which resulted in severe trade account imbalances. The
appreciation of the Japanese Yen since the end of 1985, together with
increasingly persistent attempts on the part of various U.S. administrations to
lower Asian trade barriers, has resulted in a shift in the pattern of trade.
RISING PER CAPITA INCOMES. Overall economic activity in the Asian region
has been supported by a rising trend in per capita GDP. This trend is highly
significant in light of the fact that the Asian region contains three of the
world's four most populous nations: China, India and Indonesia. Consequently, in
the Sub-Adviser's opinion, the prospects for the establishment of substantial
local markets for a wide range of consumer products, both imported and
manufactured locally, are attractive.
ASIAN SECURITIES MARKETS. There has been no set pattern to the historical
developments of the stock markets in the region. Some stock exchanges, such as
that in Bombay, India, have been operating since as early as 1875, while the
Shenzhen Exchange in China, the most recently established, has operated only
since April, 1991. Additionally, for a wide variety of historical and/or
ideological reasons, foreign ownership restrictions have at some time been
imposed over most stock exchanges in the region.
Until 1987, investment in Indonesia was effectively closed to foreigners;
Korea generally opened up 10% of equity ownership to foreigners in 1992; Taiwan
offers extremely limited access to foreign investors and India is only now in
the process of authorizing direct access for approved international
institutional investors. China, Indonesia, Korea, Malaysia, the Philippines,
Singapore and Thailand have foreign investment restrictions which can result in
foreign owned stock trading at a substantial premium or discount to local
shares. Average daily volume can be much lower in these markets than a typical
day's trading volume in the United States, particularly in the small and medium
capitalization sectors of the less well developed stock markets. In some of
these markets, for example, Hong Kong, Taiwan and Thailand, retail trading is
comparatively more active and institutional investment accounts for a lower
proportion of total trading. A large volume of retail trading can result in more
volatile stock markets, although some markets have daily price fluctuation
limits.
Foreign investment restrictions may in the future be subject to change. For
example, the Securities Exchange Commission of Thailand is currently studying
various proposals to permit foreigners to hold local stock without voting
rights. If adopted, such proposals could have the effect of reducing or
eliminating the premium at which many foreign owned stocks presently trade. This
could have an adverse affect on the Emerging Markets Portfolio if it has
previously purchased such stocks at a premium. It is uncertain when or if such a
change may be implemented.
Since the mid 1980s, however, stock market development throughout the
region, both with respect to daily trading volume and the number of securities
traded, has gained momentum. In terms of market capitalization, after Japan,
Hong Kong is the largest stock market in Asia, followed by Korea. In recent
years, Indonesia has seen a significant expansion in the number of listed
companies, coupled with a significant increase in market capitalization. Also,
the number of listed companies in India, Taiwan and Thailand has increased
significantly in recent years, while annual stock exchange turnover in these
markets has risen dramatically.
LATIN AMERICAN ECONOMIES AND SECURITIES MARKETS
LATIN AMERICAN ECONOMIES. During the past ten years, the countries of Latin
America have undergone tremendous political and economic change. As countries
have moved towards democratic reforms and market-oriented economic policies,
many have benefited from an increase in trade and foreign investment which has
helped propel economic growth. In the opinion of the Sub-Adviser, with GDP
growth in the region expected to average between 4% to 6% over the next three to
five years, investment in equity securities of Latin American companies provides
the potential for high returns.
Political and economic reform in Latin America have been closely linked. At
the beginning of the 1980s, many Latin American countries were ruled by
authorization, and often military, governments. The traditional inward-oriented
economics policies, which were characterized by state ownership of
indus-
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tries and restrictive trade barriers, became discredited as countries in the
region continuously suffered from heavy debt loads, shrinking economies, balance
of payment difficulties and high inflation. More recently, economic reforms in
the region have begun under democratically elected governments. Reform has
centered around lowering tariffs and dismantling trade barriers, privatizing
state-owned industrial and utility companies and reducing government spending.
The incoming democratic movement was partially dependent on economic revival.
Trade barriers were reduced by several means. First, nominal tariffs were
lowered significantly, especially in countries such as Brazil, Mexico, Argentina
and Colombia. Although Latin American tariffs have seen substantial declines as
a result of reforms, tariffs are still relatively high compared to those of
industrialized nations. Second, import restrictions were sharply reduced and
trade borders were opened.
Privatization has also been a key component of economic reform. The
conversion of ownership from the state to the private sector has attracted
foreign and repatriated capital. Privatized business include railroads,
telephones/telecommunications, airlines and other industrial concerns. Monies
raised from privatization provide an additional source of financing for Latin
American governments, and the newly privatized businesses have incentives to
operate efficiently since they must now compete against foreign imports and must
also provide a return to shareholders.
While economic and political reforms in Latin America have been successful
to date, it is uncertain whether these reforms can be sustained over the
long-term. The prospects for sustained democratic and market-oriented policies
are improved since countries in the region are joining GATT (General Agreements
on Tariffs and Trade), which has forced the adoption of GATT rules regarding
customs valuation, anti-dumping and subsidies. In addition, the recent passage
of NAFTA (North American Free Trade Agreement), which took effect on January 1,
1994, will have a positive effect on cross-border trade between the U.S. and
Mexico. In addition, other trade pacts such as the Columbia-Venezuela free trade
agreement, the G-3 Agreement (Mexico, Venezuela and Columbia) and the Mercosur
agreement, which will be implemented on January 1, 1995 (Argentina, Brazil,
Uruguay and Paraguay), will further expand trade and investment opportunities.
However, many problems still exist in Latin America. The region continues to
experience social and income inequities, and the high levels of poverty have
contributed to increased levels of social unrest. In addition, not all countries
have tightened fiscal and monetary policies. While there are opportunities for
extraordinary returns in Latin America, such returns are accompanied by greater
risk of loss of capital than in developed countries.
LATIN AMERICAN SECURITIES MARKETS. Latin American stock markets have grown
significantly over the past decade. The largest of these stock markets, measured
in terms of market capitalization, are Mexico, Brazil, Chile and Argentina.
The Sub-Adviser believes that economic growth and growth in stock market
capitalization may create an environment for improving performance in stock
markets. The Sub-Adviser also believes the economic expansion of developing
markets in part is led by increased foreign investment from companies seeking
lower cost production facilities or new markets. Latin American markets with low
hourly wages and large populations have attracted companies relocating from the
higher production cost environments of North America, Western Europe and Japan.
Other characteristics, including high economic growth rates, falling rates of
inflation, falling interest rates and improving credit ratings, may also
contribute to attracting new foreign investment for capital improvement or
manufacturing, and potentially to improving performance of stock markets.
Historic and current economic data demonstrate the positive changes experienced
by several Latin American markets over the past decade. Of course, this past
performance was achieved during a period of generally favorable circumstances
for emerging and developing markets and is no guarantee of future trends or
results.
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GENERAL PORTFOLIO TECHNIQUES
MONEY MARKET SECURITIES
As stated in the Prospectus, the money market instruments in which each
Portfolio other than the Money Market Portfolio and the Diversified Income
Portfolio may invest include U.S. Government securities, bank obligations,
Eurodollar certificates of deposit, obligations of savings institutions, fully
insured certificates of deposit and commercial paper. Such securities are
limited to:
U.S. GOVERNMENT SECURITIES. Obligations issued or guaranteed as to
principal and interest by the United States or its agencies (such as the
Export-Import Bank of the United States, Federal Housing Administration and
Government National Mortgage Association) or its instrumentalities (such as the
Federal Home Loan Bank), including Treasury bills, notes and bonds;
BANK OBLIGATIONS. Obligations (including certificates of deposit, bankers'
acceptances, commercial paper (see below) and other debt obligations) of banks
subject to regulation by the U.S. Government and having total assets of $1
billion or more, and instruments secured by such obligations, not including
obligations of foreign branches of domestic banks except as permitted below;
EURODOLLAR CERTIFICATES OF DEPOSIT. Eurodollar certificates of deposit
issued by foreign branches of domestic banks having total assets of $1 billion
or more (investments in Eurodollar certificates may be affected by changes in
currency rates or exchange control regulations, or changes in governmental
administration or economic or monetary policy in the United States and abroad);
OBLIGATIONS OF SAVING INSTITUTIONS. Certificates of deposit of savings
banks and savings and loan associations, having total assets of $1 billion or
more (investments in savings institutions above $100,000 in principal amount are
not protected by federal deposit insurance);
FULLY INSURED CERTIFICATES OF DEPOSIT. Certificates of deposit of banks and
savings institutions, having total assets of less than $1 billion, if the
principal amount of the obligation is federally insured by the Bank Insurance
Fund or the Savings Association Insurance Fund (each of which is administered by
the Federal Deposit Insurance Corporation), limited to $100,000 principal amount
per certificate and to 15% or less of the Portfolio's total assets in all such
obligations and in all illiquid assets, in the aggregate; and
COMMERCIAL PAPER. Commercial paper rated within the two highest grades by
Standard & Poor's Corporation ("S&P") or the highest grade by Moody's Investors
Service Inc. ("Moody's") or, if not rated, issued by a company having an
outstanding debt issue rated at least AAA by S&P or Aaa by Moody's.
U.S. GOVERNMENT SECURITIES
As discussed in the Prospectus, the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Balanced Portfolio, the
Utilities Portfolio, the Dividend Growth Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may
invest in, among other securities, securities issued by the U.S. Government, its
agencies or instrumentalities. Such securities include:
(1) U.S. Treasury bills (maturities of one year or less), U.S. Treasury
notes (maturities of one to ten years) and U.S. Treasury bonds (generally
maturities of greater than ten years), all of which are direct obligations
of the U.S. Government and, as such, are backed by the "full faith and
credit" of the United States.
(2) Securities issued by agencies and instrumentalities of the U.S.
Government which are backed by the full faith and credit of the United
States. Among the agencies and instrumentalities issuing such obligations
are the Federal Housing Administration, the Government National Mortgage
Association ("GNMA"), the Department of Housing and Urban Development, the
Export-Import Bank, the Farmers Home Administration, the General Services
Administration, the Maritime Administration and the Small Business
Administration. The maturities of such obligations range from three months
to 30 years.
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(3) Securities issued by agencies and instrumentalities which are not
backed by the full faith and credit of the United States, but whose issuing
agency or instrumentality has the right to borrow, to meet its obligations,
from an existing line of credit with the U.S. Treasury. Among the agencies
and instrumentalities issuing such obligations are the Tennessee Valley
Authority, the Federal National Mortgage Association ("FNMA"), the Federal
Home Loan Mortgage Corporation ("FHLMC") and the U.S. Postal Service. The
U.S. Treasury has no legal obligation to provide such line of credit and may
choose not to do so.
(4) Securities issued by agencies and instrumentalities which are not
backed by the full faith and credit of the United States, but which are
backed by the credit of the issuing agency or instrumentality. Among the
agencies and instrumentalities issuing such obligations are the Federal Farm
Credit System and the Federal Home Loan Banks.
Neither the value nor the yield of the U.S. Government securities which may
be invested in by the Portfolios are guaranteed by the U.S. Government. Such
values and yield will fluctuate with changes in prevailing interest rates,
economic factors and fiscal and monetary policies. Generally, as prevailing
interest rates rise, the value of any U.S. Government securities held by the
Portfolios will fall. Such securities with longer maturities generally tend to
produce higher yields and are subject to greater market fluctuation as a result
of changes in interest rates than debt securities with shorter maturities.
MORTGAGE-BACKED SECURITIES
Certain of the U.S. Government securities in which the North American
Government Securities Portfolio, the Diversified Income Portfolio and the
Balanced Portfolio may invest, e.g., certificates issued by GNMA, FNMA and
FHLMC, are "mortgage-backed securities," which evidence an interest in a
specific pool of mortgages. These certificates are, in most cases, "modified
pass-through" instruments, wherein the issuing agency guarantees the timely
payment of the principal and interest on mortgages underlying the certificates,
whether or not such amounts are collected by the issuer on the underlying
mortgages. (A pass-through security is formed when mortgages are pooled together
and undivided interests in the pool or pools are sold. The cash flow from the
mortgages is passed through to the holders of the securities in the form of
periodic payments of interest, principal and prepayments net of a service fee).
The average life of such certificates varies with the maturities of the
underlying mortgage instruments, which may be up to thirty years but which may
include mortgage instruments with maturities of fifteen years, adjustable rate
mortgage instruments, variable rate mortgage instruments, graduated rate
mortgage instruments and/or other types of mortgage instruments. The assumed
average life of mortgages backing the majority of GNMA and FNMA certificates is
twelve years, and of FHLMC certificates is ten years. The average life is likely
to be substantially shorter than the original maturity of the mortgage pools
underlying the certificates, as a pool's duration may be shortened by
unscheduled or early payments of principal on the underlying mortgages. (Such
prepayments occur when the holder of an individual mortgage prepays the
remaining principal before the mortgage's scheduled maturity date.) In periods
of falling interest rates, the rate of prepayment tends to increase thereby
shortening the actual average life of a pool of mortgage-related securities.
Conversely, in periods of rising rates, the rate of prepayment tends to
decrease, thereby lengthening the actual average life of the pool. Prepayment
rates vary widely, and therefore it is not possible to accurately predict the
average life or realized yield of a particular pool.
The occurrence of mortgage prepayments is affected by factors including the
prevailing level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions. Prepayment
rates are important because of their effect on the yield and price of the
securities. If the Portfolio has purchased securities backed by pools containing
mortgages whose yields exceed the prevailing interest rate, any premium (i.e., a
price in excess of principal amount) paid for such securities may be lost. As a
result, the net asset value of shares of the Portfolio and the Portfolio's
ability to achieve its investment objectives may be adversely affected by
mortgage prepayments.
GNMA CERTIFICATES. Certificates of the Government National Mortgage
Association ("GNMA Certificates") are mortgage-backed securities, which evidence
an undivided interest in a pool or pools of
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mortgages insured by the Federal Housing Administration ("FHA") or the Farmers
Home Administration or guaranteed by the Veterans Administration ("VA"). The
GNMA Certificates that the Portfolios will invest in are the "modified
pass-through" type in that GNMA guarantees the timely payment of monthly
installments of principal and interest due on the mortgage pool whether or not
such amounts are collected by the issuer on the underlying mortgages. The
National Housing Act provides that the full faith and credit of the United
States is pledged to the timely payment of principal and interest by GNMA of the
amounts due on the GNMA Certificates. Additionally, GNMA is empowered to borrow
without limitation from the U.S. Treasury if necessary to make any payments
required under its guarantee.
The average life of GNMA Certificates varies with the maturities of the
underlying mortgage instruments some of which have maturities of 30 years. The
average life of the GNMA Certificate is likely to be substantially less than the
original maturity of the underlying mortgage pool because of prepayments or
refinancing of the mortgages or foreclosure. (Due to GNMA guarantee,
foreclosures impose no risk to principal investments.) Statistics indicate that
the average life of the type of mortgages backing the majority of GNMA
Certificates is approximately 12 years and for this reason it is standard
practice to treat GNMA Certificates as 30-year mortgage-backed securities which
prepay fully in the twelfth year.
Yields on pass-through securities are typically quoted by investment dealers
and vendors based on the actual maturities of the underlying instruments and the
associated average life assumption. Historically, actual average life has been
consistent with the 12-year assumption referred to above. The actual yield of
each GNMA Certificate is influenced by the prepayment experience of the mortgage
pool underlying the Certificates. Such prepayments are passed through to the
registered holder of the Certificate along with the regular monthly payments of
principal and interest, which has the effect of reducing future payments, and
consequently the yield. Reinvestment by the Portfolios of prepayments may occur
at higher or lower interest rates than the original investment.
FHLMC CERTIFICATES. FHLMC is a corporate instrumentality of the United
States created pursuant to the Emergency Home Finance Act of 1970, as amended
(the "FHLMC Act"). FHLMC was established primarily for the purpose of increasing
the availability of mortgage credit for the financing of needed housing. The
principal activity of FHLMC currently consists of the purchase of first lien,
conventional, residential mortgage loans and participation interests in such
mortgage loans and the resale of the mortgage loans so purchased in the form of
mortgage securities, primarily FHLMC Certificates.
FHLMC guarantees to each registered holder a FHLMC Certificate the timely
payment of interest at the rate provided for by such FHLMC Certificate, whether
or not received. FHLMC also guarantees to each registered holder a FHLMC
Certificate ultimate collection of all principal of the related mortgage loans,
without any offset or deduction, but does not, generally, guarantee the timely
payment of scheduled principal. FHLMC may remit the amount due on account of its
guarantee of collection of principal at any time after default on any underlying
mortgage loan, but not later than 30 days following (i) foreclosure sale, (ii)
payment of a claim by any mortgage insurer or (iii) the expiration of any right
of redemption, whichever occurs later, but in any event no later than one year
after demand has been made upon the mortgagor for accelerated payment of
principal. The obligations of FHLMC under its guarantee are obligations solely
of FHLMC and are not backed by the full faith and credit of the U.S. Government.
The FHLMC has the right, however, to borrow from an existing line of credit with
the U.S. Treasury in order to meet is obligations.
FHLMC Certificates represent a pro rata interest in a group of mortgage
loans (a "FHLMC Certificates group") purchased by FHLMC. The mortgage loans
underlying the FHLMC Certificates will consist of fixed rate or adjustable rate
mortgage loans with original terms to maturity of between ten and thirty years,
substantially all of which are secured by first liens on one-to four-family
residential properties or multifamily projects. Each mortgage loan must meet the
applicable standards set forth in the FHLMC Act. A FHLMC Certificate group may
include whole loans, participation interests in whole loans and undivided
interests in whole loans and participants comprising another FHLMC Certificate
group.
FNMA CERTIFICATES The Federal National Mortgage Association ("FNMA") is a
federally chartered and privately owned corporation organized and existing under
the Federal National Mortgage Association Charter Act. FNMA was originally
established in 1938 as a U.S. Government agency to provide
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supplemental liquidity to the mortgage market and was transformed into a
stockholder owned and privately managed corporation by legislation enacted in
1968. FNMA provides funds to the mortgage market primarily by purchasing home
mortgage loans form local lenders, thereby replenishing their funds for
additional lending. FNMA acquires funds to purchase home mortgage loans from
many capital market investors that may not ordinarily invest in mortgage loans
directly, thereby expanding the total amount of funds available for housing.
Each FNMA Certificate will entitle the registered holder thereof to receive
amounts representing such holder's pro rata interest in scheduled principal
payments and interest payments (at such FNMA Certificate's pass-through rate,
which is net of any servicing and guarantee fees on the underlying mortgage
loans), and any principal prepayments on the mortgage loans in the pool
represented by such FNMA Certificate and such holder's proportionate interest in
the full principal amount of any foreclosed or otherwise finally liquidated
mortgage loan. The full and timely payment of principal of and interest on each
FNMA Certificate will be guaranteed by FNMA, which guarantee is not backed by
the full faith and credit of the U.S. Government.
Each FNMA Certificate will represent a pro rata interest in one or more
pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans that are not insured or guaranteed by any governmental agency) of the
following types: (i) fixed rate level payment mortgage loans; (ii) fixed rate
growing equity mortgage loans; (iii) fixed rate graduated payment mortgage
loans; (iv) variable rate California mortgage loans; (v) other adjustable rate
mortgage loans; and (vi) fixed rate mortgage loans secured by multifamily
projects. FNMA Certificates have an assumed average life similar to GNMA
Certificates.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
As discussed in the Prospectus, the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Balanced Portfolio, the Global
Equity Portfolio and the Emerging Markets Portfolio may enter into forward
foreign currency exchange contracts ("forward contracts") as a hedge against
fluctuations in future foreign exchange rates. Each of these Portfolios will
conduct its foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or
through entering into forward contracts to purchase or sell foreign currencies.
A forward contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market conducted directly
between currency traders (usually large, commercial banks) and their customers.
Such forward contracts will only be entered into with United States banks and
their foreign branches or foreign banks whose assets total $1 billion or more. A
forward contract generally has no deposit requirement, and no commissions are
charged at any stage for trades.
When management of the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Balanced Portfolio, the Global Equity
Portfolio or the Emerging Markets Portfolio believes that the currency of a
particular foreign country may suffer a substantial movement against the U.S.
dollar, it may enter into a forward contract to purchase or sell, for a fixed
amount of dollars or other currency, the amount of foreign currency
approximating the value of some or all of the Portfolio's securities denominated
in such foreign currency. The Portfolio will also not enter into such forward
contracts or maintain a net exposure to such contracts where the consummation of
the contracts would obligate the Portfolio to deliver an amount of foreign
currency in excess of the value of the Portfolio's securities or other assets
denominated in that currency. Under normal circumstances, consideration of the
prospect for currency parities will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, the management of these Portfolios believes that it is important to
have the flexibility to enter into such forward contracts when it determines
that the best interests of the Portfolio will be served. The Portfolio's
custodian bank will place cash, U.S. Government securities or other appropriate
liquid high grade debt securities in a segregated account of the Portfolio in an
amount equal to the value of the Portfolio's total assets committed to the
consummation of forward contracts entered into under the circumstances set forth
above. If the value of the
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securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will equal the amount of the Portfolio's commitments with respect to
such contracts.
Where, for example, the Portfolio is hedging a portfolio position consisting
of foreign fixed-income securities denominated in a foreign currency against
adverse exchange rate moves vis-a-vis the U.S. dollar, at the maturity of the
forward contract for delivery by the Portfolio of a foreign currency, the
Portfolio may either sell the portfolio security and make delivery of the
foreign currency, or it may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an "offsetting"
contract with the same currency trader obligating it to purchase, on the same
maturity date, the same amount of the foreign currency. It is impossible to
forecast the market value of portfolio securities at the expiration of the
contract. Accordingly, it may be necessary for the Portfolio to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency the Portfolio is obligated to deliver and if a decision is made to sell
the security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio securities if its market value exceeds the amount of
foreign currency the Portfolio is obligated to deliver.
If the Portfolio retains the portfolio securities and engages in an
offsetting transaction, the Portfolio will incur a gain or loss to the extent
that there has been movement in spot or forward contract prices. If the
Portfolio engages in an offsetting transaction, it may subsequently enter into a
new forward contract to sell the foreign currency. Should forward prices decline
during the period between the Portfolio's entering into a forward contract for
the sale of a foreign currency and the date it enters into an offsetting
contract for the purchase of the foreign currency, the Portfolio will realize a
gain to the extent the price of the currency it has agreed to sell exceeds the
price of the currency it has agreed to purchase. Should forward prices increase,
the Portfolio will suffer a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.
If the Portfolio purchases a fixed-income security which is denominated in
U.S. dollars but which will pay out its principal based upon a formula tied to
the exchange rate between the U.S. dollar and a foreign currency, it may hedge
against a decline in the principal value of the security by entering into a
forward contract to sell an amount of the relevant foreign currency equal to
some or all of the principal value of the security.
At times when the Portfolio has written a call option on a fixed-income
security or the currency in which it is denominated, it may wish to enter into a
forward contract to purchase or sell the foreign currency in which the security
is denominated. A forward contract would, for example, hedge the risk of the
security on which a call currency option has been written declining in value to
a greater extent than the value of the premium received for the options. The
Portfolio will maintain with its Custodian, at all times, cash, U.S. Government
securities, or other high grade debt obligations in a segregated account equal
in value to all forward contract obligations and option contract obligations
entered into in hedge situations such as this.
Although each Portfolio values its assets daily in terms of U.S. dollars,
the Portfolios do not intend to convert their holdings of foreign currencies
into U.S. dollars on a daily basis. Each Portfolio will, however, do so from
time to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the spread between the prices at which they are buying
and selling various currencies. Thus, a dealer may offer to sell a foreign
currency to the Portfolio at one rate, while offering a lesser rate of exchange
should the Portfolio desire to resell that currency to the dealer.
SOVEREIGN DEBT OBLIGATIONS
As discussed in the Prospectus, the North American Government Securities
Portfolio may invest in Canadian and Mexican Sovereign Debt and the Emerging
Markets Portfolio may invest in Sovereign Debt of emerging market countries.
Political conditions, in terms of a country or agency's willingness to meet the
terms of its debt obligations, are of considerable significance. Investors
should be aware that
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the Sovereign Debt instruments in which the Emerging Markets Portfolio may
invest involve great risk and are deemed to be the equivalent in terms of
quality to securities rated below investment grade by Moody's and Standard &
Poor's Corporation.
Sovereign Debt generally offers high yields, reflecting not only perceived
credit risk, but also the need to compete with other local investments in
domestic financial markets. Mexico and certain other emerging market countries
are among the largest debtors to commercial banks and foreign governments. A
foreign debtor's willingness or ability to repay principal and interest due in a
timely manner may be affected by, among other factors, its cash flow situation,
the extent of its foreign reserves, the availability of sufficient foreign
exchange on the date a payment is due, the relative size of the debt service
burden to the economy as a whole, the foreign debtor's policy towards the
International Monetary Fund and the political constraints to which a sovereign
debtor may be subject. Sovereign debtors may default on their Sovereign Debt.
Sovereign debtors may also be dependent on expected disbursements from foreign
governments, multilateral agencies and others abroad to reduce principal and
interest arrearages on their debt. The commitment on the part of these
governments, agencies and others to make such disbursements may be conditioned
on a sovereign debtor's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the sovereign debtor, which may further
impair such debtor's ability or willingness to service its debts.
In recent years, some of the emerging market countries in which the Emerging
Markets Portfolio expects to invest have encountered difficulties in servicing
their Sovereign Debt. Some of these countries have withheld payments of interest
and/or principal of Sovereign Debt. These difficulties have also led to
agreements to restructure external debt obligations; in particular, commercial
bank loans, typically by rescheduling principal payments, reducing interest
rates and extending new credits to finance interest payments on existing debt.
In the future, holders of Sovereign Debt may be requested to participate in
similar reschedulings to such debt.
The ability or willingness of the governments of Mexico and other emerging
market countries to make timely payments on their Sovereign Debt is likely to be
influenced strongly by a country's balance of trade and its access to trade and
other international credits. A country whose exports are concentrated in a few
commodities could vulnerable to a decline in the international prices of one or
more of such commodities. Increased protectionism on the part of a country's
trading partners could also adversely affect its exports. Such events could
extinguish a country's trade account surplus, if any. To the extent that a
country receives payment for its exports in currencies other than hard
currencies, its ability to make hard currency payments could be affected.
The occurrence of political, social or diplomatic changes in one or more of
the countries issuing Sovereign Debt could adversely affect the Portfolio's
investments. The countries issuing such instruments are faced with social and
political issues and some of them have experienced high rates of inflation in
recent years and have extensive internal debt. Among other effects, high
inflation and internal debt service requirements may adversely affect the cost
and availability of future domestic sovereign borrowing to finance governmental
programs, and may have other adverse social, political and economic
consequences. Political changes or a deterioration of a country's domestic
economy or balance of trade may affect the willingness of countries to service
their Sovereign Debt. While the Sub-Adviser intends to invest the assets of the
Portfolio in a manner that will minimize the exposure to such risks, there can
be no assurance that adverse political changes will not cause the Portfolio to
suffer a loss of interest or principal on any of its holdings.
As a result of all of the foregoing, a government obligor may default on its
obligations. If such an event occurs, the Portfolio may have limited legal
recourse against the issuer and/or guarantor. Remedies must, in some cases, be
pursued in the courts of the defaulting party itself, and the ability of the
holder of foreign government debt securities to obtain recourse may be subject
to the political climate in the relevant country. Bankruptcy, moratorium and
other similar laws applicable to issuers of Sovereign Debt Obligations may be
substantially different from those applicable to issuers of private debt
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obligations. In addition, no assurance can be given that the holders of
commercial bank debt will not contest payments to the holders of other foreign
government debt obligations in the event of default under their commercial bank
loan agreements.
Periods of economic uncertainty may result in the volatility of market
prices of Sovereign Debt and in turn, the Portfolio's net asset value, to a
greater extent than the volatility inherent in domestic securities. The value of
Sovereign Debt will likely vary inversely with changes in prevailing interest
rates, which are subject to considerable variance in the international market.
HIGH YIELD SECURITIES
As discussed in the Prospectus, the Diversified Income Portfolio and the
Emerging Markets Portfolio will also invest in high yield, high risk
fixed-income securities rated Baa or lower by Moody's Investors Service Inc.
("Moody's"), or BBB or lower by Standard & Poor's Corporation ("S&P"). The
ratings of fixed-income securities by Moody's and S&P are a generally accepted
barometer of credit risk. They are, however, subject to certain limitations from
an investor's standpoint.
Such limitations include the following: the rating of an issuer is heavily
weighted by past developments and does not necessarily reflect probable future
conditions; there is frequently a lag between the time a rating is assigned and
the time it is updated; and there may be varying degrees of difference in credit
risk of securities in each rating category. The Investment Manager and, for the
Emerging Markets Portfolio, the Sub-Adviser will attempt to reduce the overall
portfolio credit risk through diversification and selection of portfolio
securities based on considerations mentioned below.
While the ratings provided a generally useful guide to credit risks, they do
not, nor do they purport to, offer any criteria for evaluating the interest rate
risk. Changes in the general level of interest rates cause fluctuations in the
prices of fixed-income securities already outstanding and will therefore result
in fluctuation in net asset value of the Portfolio's shares. The extent of the
fluctuation is determined by a complex interaction of a number of factors. The
Investment Manager or, for the Emerging Markets Portfolio, the Sub-Adviser will
evaluate those factors it considers relevant and will make portfolio changes
when it deems it appropriate in seeking to reduce the risk of depreciation in
the value of the assets of the Portfolio. However, in seeking to achieve the
Portfolio's primary objective, there will be times, such as during periods of
rising interest rates, when depreciation and realization of capital losses on
securities in the portfolio will be unavoidable. Moreover, medium and
lower-rated securities and non-rated securities of comparable quality tend to be
subject to wider fluctuations in yield and market values than higher rated
securities. Such fluctuations after a security is acquired do not affect the
cash income received from that security but are reflected in the net asset value
of the Portfolio.
REPURCHASE AGREEMENTS
As discussed in the Prospectus, when cash may be available to a Portfolio
for only a few days, it may be invested by the Portfolio in repurchase
agreements until such time as it may otherwise be invested or used for payments
of obligations of the Portfolio. These agreements, which may be viewed as a type
of secured lending by the Portfolio, typically involve the acquisition by the
Portfolio of debt securities from a selling financial institution such as a
bank, savings and loan association or broker-dealer. The agreement provides that
the Portfolio will sell back to the institution, and that the institution will
repurchase, the underlying security ("collateral"), which is held by the
Portfolio's custodian bank, at a specified price and at a fixed time in the
future, usually not more than seven days from the date of purchase. The
Portfolio will receive interest from the institution until the time when the
repurchase is to occur. Although such date is deemed by the Portfolio to be the
maturity date of a repurchase agreement, the maturities of securities subject to
repurchase agreements are not subject to any limits. While repurchase agreements
involve certain risks not associated with direct investments in debt securities,
the Portfolios follow procedures designed to minimize such risks. These
procedures include effecting repurchase transactions only with large,
well-capitalized and well-established financial institutions, whose financial
conditions will be continually monitored. In addition, the value of the
collateral underlying the repurchase agreement will always be at least equal to
the repurchase price, including any accrued interest earned on the repurchase
agreement. In the event of a default or bankruptcy by a selling financial
institution, the Portfolio will
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seek to liquidate such collateral. However, the exercising of the right by a
Portfolio to liquidate such collateral could involve certain costs or delays
and, to the extent that proceeds from any sale upon a default of the obligation
to repurchase were less than the repurchase price, the Portfolio could suffer a
loss. It is the current policy of each Portfolio not to invest in repurchase
agreements that do not mature within seven days if any such investment, together
with any other illiquid assets held by the Portfolio, amounts to more than 15%
(10% in the case of the Money Market Portfolio) of its net assets. The
investments by a Portfolio in repurchase agreements may at times be substantial
when, in the view of the Investment Manager, liquidity, tax or other
considerations warrant.
LENDING OF PORTFOLIO SECURITIES
Consistent with applicable regulatory requirements, each Portfolio of the
Fund may lend its portfolio securities to brokers, dealers and other financial
institutions, provided that such loans are callable at any time by the
Portfolio, and are at all times secured by cash or cash equivalents, which are
maintained in a segregated account pursuant to applicable regulations and that
are equal to at least the market value, determined daily, of the loaned
securities. The advantage of such loans is that the Portfolio continues to
receive the income on the loaned securities while at the same time earning
interest on the cash amounts deposited as collateral, which will be invested in
short-term obligations. A Portfolio will not lend portfolio securities having a
value of more than 25% of its total assets.
A loan may be terminated by the borrower on one business day's notice, or by
the Portfolio on four business days' notice. If the borrower fails to deliver
the loaned securities within four days after receipt of notice, the Portfolio
could use the collateral to replace the securities while holding the borrower
liable for any excess of replacement cost over collateral. As with any
extensions of credit, there are risks of delay in recovery and in some cases
even loss of rights in the collateral should the borrower of the securities fail
financially. However, these loans of portfolio securities will only be made of
firms deemed by the Fund's management to be creditworthy and when the income
which can be earned from such loans justifies the attendant risks. Upon
termination of the loan, the borrower is required to return the securities to
the Fund. Any gain or loss in the market price during the loan period would
inure to the Portfolio.
When voting or consent rights which accompany loaned securities pass to the
borrower, a Portfolio will follow the policy of calling the loaned securities,
in whole or in part as may be appropriate, to be delivered within one day after
notice, to permit the exercise of such rights if the matters involved would have
a material effect on the Portfolio's investment in such loaned securities. The
Portfolio will pay reasonable finder's, administrative and custodial fees in
connection with a loan of its securities. No Portfolio has the intention of
lending its portfolio securities in the foreseeable future.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS
As discussed in the Prospectus, from time to time, in the ordinary course of
business, each Portfolio of the Fund may purchase securities on a when-issued or
delayed delivery basis or may purchase or sell securities on a forward
commitment basis. When such transactions are negotiated, the price is fixed at
the time of commitment, but delivery and payment can take place a month or more
after the date of the commitment. While the Portfolio will only purchase
securities on a when-issued, delayed delivery or forward commitment basis with
the intention of acquiring the securities, the Portfolio may sell the securities
before the settlement date, if it is deemed advisable. The securities so
purchased or sold are subject to market fluctuation and no interest or dividends
accrue to the purchaser prior to the settlement date. At the time the Portfolio
makes the commitment to purchase or sell securities on a when-issued, delayed
delivery or forward commitment basis, the Fund will record the transaction and
thereafter reflect the value, each day, of such security purchased or, if a
sale, the proceeds to be received, in determining the net asset value of the
Portfolio. At the time of delivery of the securities, the value may be more or
less than the purchase or sale price. The Portfolio will also establish a
segregated account with its custodian bank in which it will continually maintain
cash or U.S. Government securities or other high grade debt portfolio securities
equal in value to commitments to purchase securities on a when-issued, delayed
delivery or forward commitment basis; subject to this requirement, a Portfolio
may purchase securities on such basis without limit. An increase in the
percentage of a Portfolio's assets committed to the purchase of securities on a
when-issued or delayed delivery basis may increase the volatility of the
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Portfolio's net asset value. The Investment Manager and the Board of Trustees,
do not believe that a Portfolio's net asset value or income will be adversely
affected by its purchase of securities on such basis.
WHEN, AS AND IF ISSUED SECURITIES
As discussed in the Prospectus, each Portfolio other than the Money Market
Portfolio and the Value-Added Market Portfolio may purchase securities on a
"when, as and if issued" basis under which the issuance of the security depends
upon the occurrence of a subsequent event, such as approval of a merger,
corporate reorganization or debt restructuring. The commitment for the purchase
of any such security will not be recognized in the portfolio of the Portfolio
until the Investment Manager determines that issuance of the security is
probable. At such time, the Fund will record the transaction and, in determining
the net asset value of the Portfolio, will reflect the value of the security
daily. At such time, the Portfolio will also establish a segregated account with
its custodian bank in which it will maintain cash or U.S. Government securities
or other high grade liquid debt portfolio securities equal in value to
recognized commitments for such securities. The value of the Portfolio's
commitments to purchase the securities of any one issuer, together with the
value of all securities of such issuer owned by the Portfolio, may not exceed 5%
of the value of the Portfolio's total assets at the time the initial commitment
to purchase such securities is made (see "Investment Restrictions" in the
Prospectus). Subject to the foregoing restrictions, these Portfolios may
purchase securities on such basis without limit. An increase in the percentage
of a Portfolio's assets committed to the purchase of securities on a "when, as
and if issued" basis may increase the volatility of its net asset value. The
Investment Manager and, in the case of the North American Government Securities
Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the Emerging
Markets Portfolio, the Sub-Adviser, and the Board of Trustees, do not believe
that the net asset value of these Portfolios will be adversely affected by their
purchase of securities on such basis. These Portfolios may also sell securities
on a "when, as and if issued" basis provided that the issuance of the security
will result automatically from the exchange or conversion of a security owned by
the Portfolio at the time of the sale.
ZERO COUPON SECURITIES
A portion of the U.S. Government securities purchased by the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Balanced
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the American
Value Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio
may be "zero coupon" Treasury securities. These are U.S. Treasury bills, notes
and bonds which have been stripped of their unmatured interest coupons and
receipts or which are certificates representing interests in such stripped debt
obligations and coupons. In addition, a portion of the fixed-income securities
purchased by the Diversified Income Portfolio, the Balanced Portfolio and the
Emerging Markets Portfolio may be "zero coupon" securities. "Zero coupon"
securities are purchased at a discount from their face amount, giving the
purchaser the right to receive their full value at maturity. A zero coupon
security pays no interest to its holder during its life. Its value to an
investor consists of the difference between its face value at the time of
maturity and the price for which it was acquired, which is generally an amount
significantly less than its face value (sometimes referred to as a "deep
discount" price).
The interest earned on such securities is, implicitly, automatically
compounded and paid out at maturity. While such compounding at a constant rate
eliminates the risk of receiving lower yields upon reinvestment of interest if
prevailing interest rates decline, the owner of a zero coupon security will be
unable to participate in higher yields upon reinvestment of interest received if
prevailing interest rates rise. For this reason, zero coupon securities are
subject to substantially greater market price fluctuations during periods of
changing prevailing interest rates than are comparable debt securities which
make current distributions of interest. Current federal tax law requires that a
holder (such as the Portfolios) of a zero coupon security accrue a portion of
the discount at which the security was purchased as income each year even though
the Fund receives no interest payments in cash on the security during the year.
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Currently the only U.S. Treasury security issued without coupons is the
Treasury bill. However, in the last few years a number of banks and brokerage
firms have separated ("stripped") the principal portions from the coupon
portions of the U.S. Treasury bonds and notes and sold them separately in the
form of receipts or certificates representing undivided interests in these
instruments (which instruments are generally held by a bank in a custodial or
trust account).
OPTIONS AND FUTURES TRANSACTIONS
As discussed in the Prospectus, each of the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Utilities Portfolio,
the American Value Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio may write covered call options against securities held in its
portfolio and covered put options on eligible portfolio securities (the
Utilities Portfolio, the American Value Portfolio and the Global Equity
Portfolio may also write covered put and call options on stock indexes) and
purchase options of the same series to effect closing transactions, and may
hedge against potential changes in the market value of investments (or
anticipated investments) by purchasing put and call options on portfolio (or
eligible portfolio) securities and engaging in transactions involving interest
rate futures contracts and bond index futures contracts and options on such
contracts. In addition, the Utilities Portfolio, the American Value Portfolio,
the Global Equity Portfolio and the Emerging Markets Portfolio may also hedge
against such changes by entering into transactions involving stock index futures
contracts and options thereon, and (except for the Emerging Markets Portfolio)
options on stock indexes. The Value-Added Market Portfolio may purchase futures
contracts on stock indexes such as the S&P Index and the New York Stock Exchange
Composite Index and may sell such futures contracts to effect closing
transactions. The North American Government Securities Portfolio, the
Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio may also hedge against potential changes in the market value
of the currencies in which their investments (or anticipated investments) are
denominated by purchasing put and call options on currencies and engaging in
transactions involving currencies futures contracts and options on such
contracts.
OPTIONS ON TREASURY BONDS AND NOTES. Because trading interest in options
written on Treasury bonds and notes tends to center on the most recently
auctioned issues, the exchanges on which such securities trade will not continue
indefinitely to introduce options with new expirations to replace expiring
options on particular issues. Instead, the expirations introduced at the
commencement of options trading on a particular issue will be allowed to run
their course, with the possible addition of a limited number of new expirations
as the original ones expire. Options trading on each issue of bonds or notes
will thus be phased out as new options are listed on more recent issues, and
options representing a full range of expirations will not ordinarily be
available for every issue on which options are traded.
OPTIONS ON TREASURY BILLS. Because a deliverable Treasury bill changes from
week to week, writers of Treasury bill calls cannot provide in advance for their
potential exercise settlement obligations by acquiring and holding the
underlying security. However, if a Portfolio holds a long position in Treasury
bills with a principal amount of the securities deliverable upon exercise of the
option, the position may be hedged from a risk standpoint by the writing of a
call option. For so long as the call option is outstanding, the Portfolio will
hold the Treasury bills in a segregated account with its Custodian, so that they
will be treated as being covered.
OPTIONS ON GNMA CERTIFICATES. Currently, options on GNMA Certificates are
only traded over-the-counter. Since the remaining principal balance of GNMA
Certificates declines each month as a result of mortgage payments, a Portfolio,
as a writer of a GNMA call holding GNMA Certificates as "cover" to satisfy its
delivery obligation in the event of exercise, may find that the GNMA
Certificates it holds no longer have a sufficient remaining principal balance
for this purpose. Should this occur, the Portfolio will purchase additional GNMA
Certificates from the same pool (if obtainable) or replacement GNMA Certificates
in the cash market in order to maintain its cover. A GNMA Certificate held by
the Portfolio to cover an option position in any but the nearest expiration
month may cease to represent cover for the option in the event of a decline in
the GNMA coupon rate at which new pools are originated under the FHA/VA loan
ceiling in effect at any given time, as such decline may increase the
prepayments made on other mortgage pools. If this should occur, the Portfolio
will no longer be covered, and the Portfolio will
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either enter into a closing purchase transaction or replace such Certificate
with a Certificate which represents cover. When the Portfolio closes out its
position or replaces such Certificate, it may realize an unanticipated loss and
incur transaction costs.
OPTIONS ON FOREIGN CURRENCIES. The North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may purchase and write options on foreign currencies
for purposes similar to those involved with investing in forward foreign
currency exchange contracts. For example, in order to protect against declines
in the dollar value of portfolio securities which are denominated in a foreign
currency, the Portfolio may purchase put options on an amount of such foreign
currency equivalent to the current value of the portfolio securities involved.
As a result, the Portfolio would be enabled to sell the foreign currency for a
fixed amount of U.S. dollars, thereby "locking in" the dollar value of the
portfolio securities (less the amount of the premiums paid for the options).
Conversely, these Portfolios may purchase call options on foreign currencies in
which securities they anticipate purchasing are denominated to secure a set U.S.
dollar price for such securities and protect against a decline in the value of
the U.S. dollar against such foreign currency. These Portfolios may also
purchase call and put options to close out written option positions.
The North American Government Securities Portfolio, the Diversified
Securities Portfolio, the Global Equity Portfolio and the Emerging Markets
Portfolio may also write call options on foreign currency to protect against
potential declines in its portfolio securities which are denominated in foreign
currencies. If the U.S. dollar value of the portfolio securities falls as a
result of a decline in the exchange rate between the foreign currency in which a
security is denominated and the U.S. dollar, then a loss to the Portfolio
occasioned by such value decline would be ameliorated by receipt of the premium
on the option sold. At the same time, however, the Portfolio gives up the
benefit of any rise in value of the relevant portfolio securities above the
exercise price of the option and, in fact, only receives a benefit from the
writing of the option to the extent that the value of the portfolio securities
falls below the price of the premium received. The North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio may also write options to close out
long call option positions. A put option on a foreign currency would be written
by the Portfolio for the same reason it would purchase a call option, namely, to
hedge against an increase in the U.S. dollar value of a foreign security which
the Portfolio anticipates purchasing. Here, the receipt of the premium would
offset, to the extent of the size of the premium, any increased cost to the
Portfolio resulting from an increase in the U.S. dollar value of the foreign
security. However, the Portfolio could not benefit from any decline in the cost
of the foreign security which is greater than the price of the premium received.
These Portfolios may also write options to close out long put and call option
positions.
The markets in foreign currency options are relatively new and the ability
of the North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio to
establish and close out positions on such options is subject to the maintenance
of a liquid secondary market. Although a Portfolio will not purchase or write
such options unless and until, in the opinion of the management of the
Portfolio, the market for them has developed sufficiently to ensure that the
risks in connection with such options are not greater than the risks in
connection with the underlying currency, there can be no assurance that a liquid
secondary market will exist for a particular option at any specific time. In
addition, options on foreign currencies are affected by all of those factors
which influence foreign exchange rates and investments generally.
The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and have no relationship to the investment merits of a foreign security,
including foreign securities held in a "hedged" investment portfolio. Because
foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.
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There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information available is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(i.e., less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that are not reflected in the options market.
COVERED CALL WRITING. As stated in the Prospectus, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Utilities
Portfolio, the American Value Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio are permitted to write covered call options on
portfolio securities, and the North American Government Securities Portfolio,
the Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio are permitted to write covered call options on the U.S. dollar
and foreign currencies, in each case without limit, in order to aid in achieving
their investment objectives. Generally, a call option is "covered" if the
Portfolio owns, or has the right to acquire, without additional cash
consideration (or for additional cash consideration held for the Portfolio by
its Custodian in a segregated account) the underlying security (currency)
subject to the option except that in the case of call options on U.S. Treasury
Bills, a Portfolio might own U.S. Treasury Bills of a different series from
those underlying the call option, but with a principal amount and value
corresponding to the exercise price and a maturity date no later than that of
the securities (currency) deliverable under the call option. A call option is
also covered if the Portfolio holds a call on the same security (currency) as
the underlying security of the written option, where the exercise price of the
call used for coverage is equal to or less than the exercise price of the call
written or greater than the exercise price of the call written if the
mark-to-market difference is maintained by the Portfolio in cash, U.S.
Government securities or other high grade debt obligations which the Portfolio
holds in a segregated account maintained with the Portfolio's Custodian.
The Portfolio will receive from the purchaser, in return for a call it has
written, a "premium"; i.e., the price of the option. Receipt of these premiums
may better enable the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio to
achieve a higher current income return than would be realized from holding the
underlying securities (and, in the case of the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio, currencies) alone. Moreover, the
premium received will offset a portion of the potential loss incurred by the
Portfolio if the securities (currencies) underlying the option are ultimately
sold (exchanged) by the Portfolio at a loss. The premium received will fluctuate
with varying economic market conditions. If the market value of the portfolio
securities (or, in the case of the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio, the currencies in which they are denominated) upon
which call options have been written increases, the Portfolio may receive a
lower total return from the portion of its portfolio upon which calls have been
written than it would have had such calls not been written.
As regards listed options and certain over-the-counter ("OTC") options,
during the option period, the Portfolio may be required, at any time, to deliver
the underlying security (currency) against payment of the exercise price on any
calls it has written (exercise of certain listed and OTC options may be limited
to specific expiration dates). This obligation is terminated upon the expiration
of the option period or at such earlier time when the writer effects a closing
purchase transaction. A closing purchase transaction is accomplished by
purchasing an option of the same series as the option previously written.
However, once the Portfolio has been assigned an exercise notice, the Portfolio
will be unable to effect a closing purchase transaction.
Closing purchase transactions are ordinarily effected to realize a profit on
an outstanding call option, to prevent an underlying security (currency) from
being called, to permit the sale of an underlying security (or the exchange of
the underlying currency) or to enable the Portfolio to write another call option
on the underlying security (currency) with either a different exercise price or
expiration date or
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both. The Portfolio may realize a net gain or loss from a closing purchase
transaction depending upon whether the amount of the premium received on the
call option is more or less than the cost of effecting the closing purchase
transaction. Any loss incurred in a closing purchase transaction may be wholly
or partially offset by unrealized appreciation in the market value of the
underlying security (currency). Conversely, a gain resulting from a closing
purchase transaction could be offset in whole or in part or exceeded by a
decline in the market value of the underlying security (currency).
If a call option expires unexercised, the Portfolio realizes a gain in the
amount of the premium on the option less the commission paid. Such a gain,
however, may be offset by depreciation in the market value of the underlying
security (currency) during the option period. If a call option is exercised, the
Portfolio realizes a gain or loss from the sale of the underlying security
(currency) equal to the difference between the purchase price of the underlying
security (currency) and the proceeds of the sale of the security (currency) plus
the premium received when the option was written, less the commission paid.
Options written by a Portfolio normally have expiration dates of up to to
eighteen months from the date written. The exercise price of a call option may
be below, equal to or above the current market value of the underlying security
(currency) at the time the option is written. See "Risks of Options and Futures
Transactions," below.
COVERED PUT WRITING. As stated in the Prospectus, as a writer of a covered
put option, the North American Government Securities Portfolio, the Diversified
Income Portfolio, the Utilities Portfolio, the American Value Portfolio, the
Global Equity Portfolio or the Emerging Markets Portfolio incurs an obligation
to buy the security underlying the option from the purchaser of the put, at the
option's exercise price at any time during the option period, at the purchaser's
election (certain listed and OTC put options written by the Portfolio will be
exercisable by the purchaser only on a specific date). A put is "covered" if the
Portfolio maintains, in a segregated account maintained on its behalf at its
Custodian, cash, U.S. Government securities or other high grade debt obligations
in an amount equal to at least the exercise price of the option, at all times
during the option period. Similarly, a written put position could be covered by
the Portfolio by its purchase of a put option on the same security as the
underlying security of the written option, where the exercise price of the
purchased option is equal to or more than the exercise price of the put written
or less than the exercise price of the put written if the mark-to-market
difference is maintained by the Portfolio in cash, U.S. Government securities or
other high grade debt obligations which the Portfolio holds in a segregated
account maintained at its Custodian. In writing puts, the Portfolio assumes the
risk of loss should the market value of the underlying security decline below
the exercise price of the option (any loss being decreased by the receipt of the
premium on the option written). In the case of listed options, during the option
period, the Portfolio may be required, at any time, to make payment of the
exercise price against delivery of the underlying security. The operation of and
limitations on covered put options in other respects are substantially identical
to those of call options.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Utilities Portfolio, the American Value Portfolio, the Global
Equity Portfolio and the Emerging Markets Portfolio will write put options for
three purposes: (1) to receive the income derived from the premiums paid by
purchasers; (2) when the Investment Manager (or, for the North American
Government Securities Portfolio and the Emerging Markets Portfolio, the
Sub-Adviser) wishes to purchase the security underlying the option at a price
lower than its current market price, in which case the Portfolio will write the
covered put at an exercise price reflecting the lower purchase price sought; and
(3) to close out a long put option position. The potential gain on a covered put
option is limited to the premium received on the option (less the commissions
paid on the transaction) while the potential loss equals the difference between
the exercise price of the option and the current market price of the underlying
securities when the put is exercised, offset by the premium received (less the
commissions paid on the transaction).
PURCHASING CALL AND PUT OPTIONS. As stated in the Prospectus, the Emerging
Markets Portfolio may purchase listed and OTC call and put options in amounts
equalling up to 10% of its total assets, and each of the North American
Government Securities Portfolio and the Diversified Income Portfolio may
purchase such call and put options in amounts equalling up to 5% of its total
assets. Each of the Utilities Portfolio, the American Value Portfolio and the
Global Equity Portfolio may purchase such call and put options and options on
stock indexes in amounts equalling 10% of its total assets, with a maximum of 5%
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of its total assets invested in the purchase of stock index options. These
Portfolios may purchase call options in order to close out a covered call
position (see "Covered Call Writing" above) or purchase call options on
securities they intend to purchase. Each of the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio may purchase a call option on
foreign currency to hedge against an adverse exchange rate move of the currency
in which the security it anticipates purchasing is denominated vis-a-vis the
currency in which the exercise price is denominated. The purchase of the call
option to effect a closing transaction on a call written over-the-counter may be
a listed or an OTC option. In either case, the call purchased is likely to be on
the same securities (currencies) and have the same terms as the written option.
If purchased over-the-counter, the option would generally be acquired from the
dealer or financial institution which purchased the call written by the
Portfolio.
Each of the North American Government Securities Portfolio, the Diversified
Income Portfolio, the Utilities Portfolio, the American Value Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio may purchase put
options on securities (and, in the case of the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio, on currencies) which it holds (or
has the right to acquire) in its portfolio only to protect itself against a
decline in the value of the security (currency). If the value of the underlying
security (currency) were to fall below the exercise price of the put purchased
in an amount greater than the premium paid for the option, the Portfolio would
incur no additional loss. These Portfolios may also purchase put options to
close out written put positions in a manner similar to call options closing
purchase transactions. In addition, a Portfolio may sell a put option which it
has previously purchased prior to the sale of the securities (currencies)
underlying such option. Such a sale would result in a net gain or loss depending
on whether the amount received on the sale is more or less than the premium and
other transaction costs paid on the put option when it was purchased. Any such
gain or loss could be offset in whole or in part by a change in the market value
of the underlying security (currency). If a put option purchased by a Portfolio
expired without being sold or exercised, the Portfolio would realize a loss.
RISKS OF OPTIONS TRANSACTIONS. During the option period, the covered call
writer has, in return for the premium on the option, given up the opportunity
for capital appreciation above the exercise price should the market price of the
underlying security (or, in the case of the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio, the value of the security's denominated currency)
increase, but has retained the risk of loss should the price of the underlying
security (or, in the case of the North American Government Securities Portfolio,
the Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio, the value of the security's denominated currency) decline.
The covered put writer also retains the risk of loss should the market value of
the underlying security decline below the exercise price of the option less the
premium received on the sale of the option. In both cases, the writer has no
control over the time when it may be required to fulfill its obligation as a
writer of the option. Once an option writer has received an exercise notice, it
cannot effect a closing purchase transaction in order to terminate its
obligation under the option and must deliver or receive the underlying
securities at the exercise price.
Prior to exercise or expiration, an option position can only be terminated
by entering into a closing purchase or sale transaction. If a covered call
option writer is unable to effect a closing purchase transaction or to purchase
an offsetting over-the-counter option, it cannot sell the underlying security
until the option expires or the option is exercised. Accordingly, a covered call
option writer may not be able to sell an underlying security at a time when it
might otherwise be advantageous to do so. A secured put option writer who is
unable to effect a closing purchase transaction or to purchase an offsetting
over-the-counter option would continue to bear the risk of decline in the market
price of the underlying security until the option expires or is exercised. In
addition, a covered writer would be unable to utilize the amount held in cash or
U.S. Government securities or other high grade short-term obligations securities
as security for the put option for other investment purposes until the exercise
or expiration of the option.
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A Portfolio's ability to close out its position as a writer of an option is
dependent upon the existence of a liquid secondary market on option exchanges.
There is no assurance that such a market will exist, particularly in the case of
OTC options, as such options will generally only be closed out by entering into
a closing purchase transaction with the purchasing dealer. However, a Portfolio
may be able to purchase an offsetting option which does not close out its
position as a writer but constitutes an asset of equal value to the obligation
under the option written. If the Portfolio is not able to either enter into a
closing purchase transaction or purchase an offsetting position, it will be
required to maintain the securities subject to the call, or the collateral
underlying the put, even though it might not be advantageous to do so, until a
closing transaction can be entered into (or the option is exercised or expires).
Among the possible reasons for the absence of a liquid secondary market on
an Exchange are: (i) insufficient trading interest in certain options; (ii)
restrictions on transactions imposed by an Exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities; (iv) interruption of the normal
operations on an Exchange; (v) inadequacy of the facilities of an Exchange or
the Options Clearing Corporation ("OCC") to handle current trading volume; or
(vi) a decision by one or more Exchanges to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that Exchange (or in that class or series of options) would cease to
exist, although outstanding options on that Exchange that had been issued by the
OCC as a result of trades on that Exchange would generally continue to be
exercisable in accordance with their terms.
In the event of the bankruptcy of a broker through which a Portfolio engages
in transactions in options, the Portfolio could experience delays and/or losses
in liquidating open positions purchased or sold through the broker and/or incur
a loss of all or part of its margin deposits with the broker. Similarly, in the
event of the bankruptcy of the writer of an OTC option purchased by a Portfolio,
the Portfolio could experience a loss of all or part of the value of the option.
Transactions are entered into by a Portfolio only with brokers or financial
institutions deemed creditworthy by the Portfolio's management.
Each of the Exchanges has established limitations governing the maximum
number of call or put options on the same underlying security or futures
contract (whether or not covered) which may be written by a single investor,
whether acting alone or in concert with others (regardless of whether such
options are written on the same or different Exchanges or are held or written on
one or more accounts or through one or more brokers). An Exchange may order the
liquidation of positions found to be in violation of these limits and it may
impose other sanctions or restrictions. These position limits may restrict the
number of listed options which a Portfolio may write.
The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the option markets
close before the markets for the underlying securities, significant price and
rate movements can take place in the underlying markets that cannot be reflected
in the option markets.
STOCK INDEX OPTIONS. The Utilities Portfolio, the American Value Portfolio
and the Global Equity Portfolio may invest in options on stock indexes. As
stated in the Prospectus, options on stock indexes are similar to options on
stock except that, rather than the right to take or make delivery of stock at a
specified price, an option on a stock index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the stock index upon which the option is based is greater than, in the case of a
call, or less than, in the case of a put, the exercise price of the option. This
amount of cash is equal to such difference between the closing price of the
index and the exercise price of the option expressed in dollars times a
specified multiple (the "multiplier"). The multiplier for an index option
performs a function similar to the unit of trading for a stock option. It
determines the total dollar value per contract of each point in the difference
between the exercise price of an option and the current level of the underlying
index. A multiplier of 100 means that a one-point difference will yield $100.
Options on different indexes may have different multipliers. The writer of the
option is obligated, in return for the premium received, to make delivery of
this amount. Unlike stock options, all settlements are in cash and a gain or
loss depends on price movements in the stock market generally (or in a
particular segment of the market) rather than the price movements in individual
stocks. Currently, options are traded on,
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among other indexes, the S&P 100 Index and the S&P 500 Index on the Chicago
Board Options Exchange, the Major Market Index and the Computer Technology
Index, Oil Index and Institutional Index on the American Stock Exchange and the
NYSE Index and NYSE Beta Index on the New York Stock Exchange, The Financial
News Composite Index on the Pacific Stock Exchange and the Value Line Index,
National O-T-C Index and Utilities Index on the Philadelphia Stock Exchange,
each of which and any similar index on which options are traded in the future
which include stocks that are not limited to any particular industry or segment
of the market is referred to as a "broadly based stock market index." Options on
broad-based stock indexes provide the Portfolio with a means of protecting the
Portfolio against the risk of market-wide price movements. If the Investment
Manager anticipates a market decline, the Portfolio could purchase a stock index
put option. If the expected market decline materialized, the resulting decrease
in the value of the Portfolio's portfolio would be offset to the extent of the
increase in the value of the put option. If the Investment Manager anticipates a
market rise, the Portfolio may purchase a stock index call option to enable the
Portfolio to participate in such rise until completion of anticipated common
stock purchases by the Portfolio. Purchases and sales of stock index options
also enable the Investment Manager to more speedily achieve changes in a
Portfolio's equity positions.
The Utilities Portfolio, the American Value Portfolio and the Global Equity
Portfolio will write put options on stock indexes only if such positions are
covered by cash, U.S. Government securities or other high grade debt obligations
equal to the aggregate exercise price of the puts, or by a put option on the
same stock index with a strike price no lower than the strike price of the put
option sold by the Portfolio, which cover is held for the Portfolio in a
segregated account maintained for it by its Custodian. All call options on stock
indexes written by a Portfolio will be covered either by a portfolio of stocks
substantially replicating the movement of the index underlying the call option
or by holding a separate call option on the same stock index with a strike price
no higher than the strike price of the call option sold by the Portfolio.
RISKS OF OPTIONS ON INDEXES. Because exercises of stock index options are
settled in cash, call writers such as the Utilities Portfolio, the American
Value Portfolio and the Global Equity Portfolio cannot provide in advance for
their potential settlement obligations by acquiring and holding the underlying
securities. A call writer can offset some of the risk of its writing position by
holding a diversified portfolio of stocks similar to those on which the
underlying index is based. However, most investors cannot, as a practical
matter, acquire and hold a portfolio containing exactly the same stocks as the
underlying index, and, as a result, bear a risk that the value of the securities
held will vary from the value of the index. Even if an index call writer could
assemble a stock portfolio that exactly reproduced the composition of the
underlying index, the writer still would not be fully covered from a risk
standpoint because of the "timing risk" inherent in writing index options. When
an index option is exercised, the amount of cash that the holder is entitled to
receive is determined by the difference between the exercise price and the
closing index level on the date when the option is exercised. As with other
kinds of options, the writer will not learn that it has been assigned until the
next business day, at the earliest. The time lag between exercise and notice of
assignment poses no risk for the writer of a covered call on a specific
underlying security, such as a common stock, because there the writer's
obligation is to deliver the underlying security, not to pay its value as of a
fixed time in the past. So long as the writer already owns the underlying
security, it can satisfy its settlement obligations by simply delivering it, and
the risk that its value may have declined since the exercise date is borne by
the exercising holder. In contrast, even if the writer of an index call holds
stocks that exactly match the composition of the underlying index, it will not
be able to satisfy its assignment obligations by delivering those stocks against
payment of the exercise price. Instead, it will be required to pay cash in an
amount based on the closing index value on the exercise date; and by the time it
learns that it has been assigned, the index may have declined, with a
corresponding decline in the value of its stock portfolio. This "timing risk" is
an inherent limitation on the ability of index call writers to cover their risk
exposure by holding stock positions.
A holder of an index option who exercises it before the closing index value
for that day is available runs the risk that the level of the underlying index
may subsequently change. If such a change causes the exercised option to fall
out-of-the-money, the exercising holder will be required to pay the difference
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between the closing index value and the exercise price of the option (times the
applicable multiplier) to the assigned writer.
If dissemination of the current level of an underlying index is interrupted,
or if trading is interrupted in stocks accounting for a substantial portion of
the value of an index, the trading of options on that index will ordinarily be
halted. If the trading of options on an underlying index is halted, an exchange
may impose restrictions prohibiting the exercise of such options.
FUTURES CONTRACTS. As stated in the Prospectus, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Utilities
Portfolio, the American Value Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may purchase and sell interest rate futures contracts
that are traded, or may in the future be traded, on U.S. commodity exchanges on
such underlying securities as U.S. Treasury bonds, notes, bills and GNMA
Certificates and bond index futures contracts that are traded, or may in the
future be traded, on U.S. commodity exchanges on such indexes as the Moody's
Investment-Grade Corporate Bond Index. The Utilities Portfolio, the Value-Added
Market Portfolio, the American Value Portfolio, the Global Equity Portfolio and
the Emerging Markets Portfolio may also purchase and sell stock index futures
contracts that are traded on U.S. commodity exchanges on such indexes as the S&P
500 Index and the New York Stock Exchange Composite Index. The Global Equity
Portfolio and the Emerging Markets Portfolio may also purchase and sell futures
contracts that are currently traded, or may in the future be traded, on foreign
commodity exchanges on such underlying securities as common stocks and on such
indexes of foreign equity securities as may exist or come into being, such as
the Financial Times Equity Index. The North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may also purchase and sell futures contracts that are
currently traded, or may in the future be traded, on foreign commodity exchanges
on such underlying securities as foreign government fixed-income securities, on
various currencies ("currency futures") and on such indexes of foreign
fixed-income securities as may exist or come into being.
As a futures contract purchaser, a Portfolio incurs an obligation to take
delivery of a specified amount of the obligation underlying the contract at a
specified time in the future for a specified price. As a seller of a futures
contract, a Portfolio incurs an obligation to deliver the specified amount of
the underlying obligation at a specified time in return for an agreed upon
price.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Utilities Portfolio, the American Value Portfolio, the Global
Equity Portfolio and the Emerging Markets Portfolio will purchase or sell
interest rate futures contracts for the purpose of hedging their fixed-income
portfolio (or anticipated portfolio) securities against changes in prevailing
interest rates or, in the case of the Utilities Portfolio, to alter the
Portfolio's asset allocation in fixed-income securities. If it is anticipated
that interest rates may rise and, concomitantly, the price of certain of its
portfolio securities fall, a Portfolio may sell an interest rate futures
contract or a bond index futures contract. If declining interest rates are
anticipated, or if the Investment Manager wishes to increase the Utilities
Portfolio's allocation of fixed-income securities, a Portfolio may purchase an
interest rate futures contract or a bond index futures contract to protect
against a potential increase in the price of securities the Portfolio intends to
purchase. Subsequently, appropriate securities may be purchased by the Portfolio
in an orderly fashion; as securities are purchased, corresponding futures
positions would be terminated by offsetting sales of contracts.
The Utilities Portfolio, the American Value Portfolio, the Global Equity
Portfolio and the Emerging Markets Portfolio will purchase or sell stock index
futures contracts for the purpose of hedging their equity portfolio (or
anticipated portfolio) securities against changes in their prices. If the
Investment Manager anticipates that the prices of stock held by a Portfolio may
fall or wishes to decrease the Utilities Portfolio's asset allocation in equity
securities, the Portfolio may sell a stock index futures contract. Conversely,
if the Investment Manager wishes to increase the assets of the Utilities
Portfolio which are invested in stocks or as a hedge against anticipated prices
rises in those stocks which the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio or the Emerging Markets Portfolio intends
to purchase, the Portfolio may purchase stock index futures contracts. This
allows the Portfolio to purchase equities, in accordance
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with the asset allocations of the Portfolio's management, in an orderly and
efficacious manner. The circumstances under which the Value-Added Market
Portfolio may purchase and sell stock index futures are described below.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio will
purchase or sell currency futures on currencies in which their portfolio
securities (or anticipated portfolio securities) are denominated for the
purposes of hedging against anticipated changes in currency exchange rates.
These Portfolios will enter into currency futures contracts for the same reasons
as set forth under the heading "Forward Foreign Currency Exchange Contracts"
above for entering into forward foreign currency exchange contracts; namely, to
"lock-in" the value of a security purchased or sold in a given currency
vis-a-vis a different currency or to hedge against an adverse currency exchange
rate movement of a portfolio security's (or anticipated portfolio security's)
denominated currency vis-a-vis a different currency.
In addition to the above, interest rate and bond index and stock index (and
currency) futures contracts will be bought or sold in order to close out a short
or long position in a corresponding futures contract.
Although most interest rate futures contracts call for actual delivery or
acceptance of securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. Index futures
contracts provide for the delivery of an amount of cash equal to a specified
dollar amount times the difference between the index value at the open or close
of the last trading day of the contract and the futures contract price. A
futures contract sale is closed out by effecting a futures contract purchase for
the same aggregate amount of the specific type of security (or, in the case of
the North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio,
currency) and the same delivery date. If the sale price exceeds the offsetting
purchase price, the seller would be paid the difference and would realize a
gain. If the offsetting purchase price exceeds the sale price, the seller would
pay the difference and would realize a loss. Similarly, a futures contract
purchase is closed out by effecting a futures contract sale for the same
aggregate amount of the specific type of security (currency) and the same
delivery date. If the offsetting sale price exceeds the purchase price, the
purchaser would realize a gain, whereas if the purchase price exceeds the
offsetting sale price, the purchaser would realize a loss. There is no assurance
that a Portfolio will be able to enter into a closing transaction.
INTEREST RATE FUTURES CONTRACTS. When The North American Government
Securities Portfolio, the Diversified Income Portfolio, the Utilities Portfolio,
the American Value Portfolio, the Global Equity Portfolio or the Emerging
Markets Portfolio enters into a futures contract, it is initially required to
deposit with its Custodian, in an account in the name of the broker performing
the transaction, an "initial margin" of cash or U.S. Government securities or
other high grade short-term obligations equal to approximately 2% of the
contract amount. Initial margin requirements are established by the Exchanges on
which futures contracts trade and may, from time to time, change. In addition,
brokers may establish margin deposit requirements in excess of those required by
the Exchanges.
Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing of
funds by a brokers' client but is, rather, a good faith deposit on the futures
contract which will be returned to the Portfolio upon the proper termination of
the futures contract. The margin deposits made are marked to market daily and
the Portfolio may be required to make subsequent deposits of cash or U.S.
Government securities, called "variation margin", with the Portfolio's futures
contract clearing broker, which are reflective of price fluctuations in the
futures contract. Currently, interest rate futures contracts can be purchased on
debt securities such as U.S. Treasury Bills and Bonds, U.S. Treasury Notes with
maturities between 6 1/2 and 10 years, GNMA Certificates and Bank Certificates
of Deposit.
INDEX FUTURES CONTRACTS. As discussed in the Prospectus, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Utilities
Portfolio, the American Value Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may invest in bond index futures contracts, and the
Utilities Portfolio, the American Value Portfolio, the Global Equity Portfolio
and the Emerging
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Markets Portfolio may invest in stock index futures contracts. The Value-Added
Market Portfolio may purchase stock index futures contracts as a temporary
substitute for the purchase of individual stocks which may then be purchased in
orderly fashion, and may sell such contracts to effect closing transactions. An
index futures contract sale creates an obligation by the Portfolio, as seller,
to deliver cash at a specified future time. An index futures contract purchase
would create an obligation by the Portfolio, as purchaser, to take delivery of
cash at a specified future time. Futures contracts on indexes do not require the
physical delivery of securities, but provide for a final cash settlement on the
expiration date which reflects accumulated profits and losses credited or
debited to each party's account.
The Portfolio is required to maintain margin deposits with brokerage firms
through which it effects index futures contracts in a manner similar to that
described above for interest rate futures contracts. Currently, the initial
margin requirements range from 3% to 10% of the contract amount for index
futures. In addition, due to current industry practice, daily variations in
gains and losses on open contracts are required to be reflected in cash in the
form of variation margin payments. The Portfolio may be required to make
additional margin payments during the term of the contract.
At any time prior to expiration of the futures contract, the Portfolio may
elect to close the position by taking an opposite position which will operate to
terminate the Portfolio's position in the futures contract. A final
determination of variation margin is then made, additional cash is required to
be paid by or released to the Portfolio and the Portfolio realizes a loss or a
gain.
Currently, index futures contracts can be purchased or sold with respect to,
among others, the Standard & Poor's 500 Stock Price Index and the Standard &
Poor's 100 Stock Price Index on the Chicago Mercantile Exchange, the New York
Stock Exchange Composite Index on the New York Futures Exchange, the Major
Market Index on the American Stock Exchange, the Value Line Stock Index on the
Kansas City Board of Trade and the Moody's Investment-Grade Corporate Bond Index
on the Chicago Board of Trade.
CURRENCY FUTURES. As noted above, the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may invest in foreign currency futures. Generally,
foreign currency futures provide for the delivery of a specified amount of a
given currency, on the exercise date, for a set exercise price denominated in
U.S. dollars or other currency. Foreign currency futures contracts would be
entered into for the same reason and under the same circumstances as forward
foreign currency exchange contracts. The Portfolio's management will assess such
factors as cost spreads, liquidity and transaction costs in determining whether
to utilize futures contracts or forward contracts in its foreign currency
transactions and hedging strategy. Currently, currency futures exist for, among
other foreign currencies, the Japanese yen, German mark, Canadian dollar,
British pound, Swiss franc and European currency unit.
Purchasers and sellers of foreign currency futures contracts are subject to
the same risks that apply to the buying and selling of futures generally. In
addition, there are risks associated with foreign currency futures contracts and
their use as a hedging device similar to those associated with options on
foreign currencies described above. Further, settlement of a foreign currency
futures contract must occur within the country issuing the underlying currency.
Thus, the Portfolio must accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign restrictions or regulation
regarding the maintenance of foreign banking arrangements by U.S. residents and
may be required to pay any fees, taxes or charges associated with such delivery
which are assessed in the issuing country.
Options on foreign currency futures contracts may involve certain additional
risks. Trading options on foreign currency futures contracts is relatively new.
The ability to establish and close out positions on such options is subject to
the maintenance of a liquid secondary market. To reduce this risk, the
Portfolios will not purchase or write options on foreign currency futures
contracts unless and until, in the opinion of the Portfolio's management, the
market for such options has developed sufficiently that the risks in connection
with such options are not greater than the risks in connection with transactions
in the underlying foreign currency futures contracts.
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OPTIONS ON FUTURES CONTRACTS. The North American Government Securities
Portfolio, the Diversified Income Portfolio, the Utilities Portfolio, the
American Value Portfolio, the Global Equity Portfolio and the Emerging Markets
Portfolio may purchase and write call and put options on futures contracts which
are traded on an exchange and enter into closing transactions with respect to
such options to terminate an existing position. An option on a futures contract
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise price at any time
during the term of the option. Upon the exercise of the option, the delivery of
the futures position by the writer of the option to the holder of the option is
accompanied by delivery of the accumulated balance in the writer's futures
margin account, which represents the amount by which the market price of the
futures contract at the time of exercise exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Utilities Portfolio, the American Value Portfolio, the Global
Equity Portfolio and the Emerging Markets Portfolio will only purchase and write
options on futures contracts for identical purposes to those set forth above for
the purchase of a futures contract (purchase of a call option or sale of a put
option) and the sale of a futures contract (purchase of a put option or sale of
a call option), or to close out a long or short position in futures contracts.
If, for example, the Investment Manager (or, in the case of the North American
Government Securities Portfolio and the Emerging Markets Portfolio, the
Sub-Adviser) wished to protect against an increase in interest rates and the
resulting negative impact on the value of a portion of a Portfolio's
fixed-income portfolio, it might write a call option on an interest rate futures
contract, the underlying security of which correlates with the portion of the
portfolio the Portfolio's management seeks to hedge. Any premiums received in
the writing of options on futures contracts may, of course, augment the income
of the Portfolio and thereby provide a further hedge against losses resulting
from price declines in portions of its portfolio.
The writer of an option on a futures contract is required to deposit initial
and variation margin pursuant to requirements similar to those applicable to
futures contracts. Premiums received from the writing of an option on a futures
contract are included in initial margin deposits.
LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS ON FUTURES. The North American
Government Securities Portfolio, the Diversified Income Portfolio, the Utilities
Portfolio, the American Value Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may not enter into futures contracts or purchase
related options thereon if, immediately thereafter, the amount committed to
margin plus the amount paid for premiums for unexpired options on futures
contracts exceeds 5% of the value of the Portfolio's total assets, after taking
into account unrealized gains and unrealized losses on such contracts it has
entered into, provided, however, that in the case of an option that is
in-the-money (the exercise price of the call (put) option is less (more) than
the market price of the underlying security) at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%. The Value-Added
Market Portfolio is similarly limited in its purchase of stock index futures
contracts. However, there is no overall limitation on the percentage of a
Portfolio's assets which may be subject to a hedge position. In addition, in
accordance with the regulations of the Commodity Futures Trading Commission
("CFTC") under which the Fund is exempted from registration as a commodity pool
operator, these Portfolios may only enter into futures contracts and options on
futures contracts transactions for purposes of hedging a part or all of the
Portfolio's portfolio. If the CFTC changes its regulations so that a Portfolio
would be permitted to write options on futures contracts for income purposes
without CFTC registration, these Portfolios may engage in such transactions for
those purposes. Except as described above, there are no other limitations on the
use of futures and options thereon by these Portfolios.
RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS. As stated
in the Prospectus, the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Utilities Portfolio, the American Value
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may
sell a futures contract to protect against the decline in the value of
securities (or, in the case of the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio
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and the Emerging Markets Portfolio, the currency in which securities are
denominated) held by the Portfolio. However, it is possible that the futures
market may advance and the value of securities (or, in the case of the North
American Government Securities Portfolio, the Diversified Income Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio, the currency in
which they are denominated) held in the Portfolio may decline. If this occurred,
the Portfolio would lose money on the futures contract and also experience a
decline in value of its portfolio securities. However, while this could occur
for a very brief period or to a very small degree, over time the value of a
diversified portfolio will tend to move in the same direction as the futures
contracts.
If the North American Government Securities Portfolio, the Diversified
Income Portfolio, the Utilities Portfolio, the American Value Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio purchases a futures
contract to hedge against the increase in value of securities it intends to buy
(or, in the case of the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio, the currency in which they are denominated), and the value of
such securities (currency) decreases, then the Portfolio may determine not to
invest in the securities as planned and will realize a loss on the futures
contract that is not offset by a reduction in the price of the securities.
If a Portfolio maintains a short position in a futures contract or has sold
a call option on a futures contract, it will cover this position by holding, in
a segregated account maintained at its Custodian, cash, U.S. Government
securities or other high grade debt obligations equal in value (when added to
any initial or variation margin on deposit) to the market value of the
securities (currencies) underlying the futures contract or the exercise price of
the option. Such a position may also be covered by owning the securities
(currencies) underlying the futures contract (in the case of a stock index
futures contract a portfolio of securities substantially replicating the
relevant index), or by holding a call option permitting the Portfolio to
purchase the same contract at a price no higher than the price at which the
short position was established.
In addition, if a Portfolio holds a long position in a futures contract or
has sold a put option on a futures contract, it will hold cash, U.S. Government
securities or other high grade debt obligations equal to the purchase price of
the contract or the exercise price of the put option (less the amount of initial
or variation margin on deposit) in a segregated account maintained for the
Portfolio by its Custodian. Alternatively, the Portfolio could cover its long
position by purchasing a put option on the same futures contract with an
exercise price as high or higher than the price of the contract held by the
Portfolio.
Exchanges limit the amount by which the price of a futures contract may move
on any day. If the price moves equal the daily limit on successive days, then it
may prove impossible to liquidate a futures position until the daily limit moves
have ceased. In the event of adverse price movements, the Portfolio would
continue to be required to make daily cash payments of variation margin on open
futures positions. In such situations, if the Portfolio has insufficient cash,
it may have to sell portfolio securities to meet daily variation margin
requirements at a time when it may be disadvantageous to do so. In addition, the
Portfolio may be required to take or make delivery of the instruments underlying
interest rate futures contracts it holds at a time when it is disadvantageous to
do so. The inability to close out options and futures positions could also have
an adverse impact on the Portfolio's ability to effectively hedge its portfolio.
With regard to the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio, futures contracts and options thereon which are purchased or
sold on foreign commodities exchanges may have greater price volatility than
their U.S. counterparts. Furthermore, foreign commodities exchanges may be less
regulated and under less governmental scrutiny than U.S. exchanges. Brokerage
commissions, clearing costs and other transaction costs may be higher on foreign
exchanges. Greater margin requirements may limit the ability of these Portfolios
to enter into certain commodity transactions on foreign exchanges. Moreover,
differences in clearance and delivery requirements on foreign exchanges may
occasion delays in the settlement of the Portfolio's transactions effected on
foreign exchanges.
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In the event of the bankruptcy of a broker through which the Portfolio
engages in transactions in futures or options thereon, the Portfolio could
experience delays and/or losses in liquidating open positions purchased or sold
through the broker and/or incur a loss of all or part of its margin deposits
with the broker. Similarly, in the event of the bankruptcy of the writer of an
OTC option purchased by the Portfolio, the Portfolio could experience a loss of
all or part of the value of the option. Transactions are entered into by a
Portfolio only with brokers or financial institutions deemed creditworthy by the
Portfolio's management.
While the futures contracts and options transactions to be engaged in by a
Portfolio for the purpose of hedging the Portfolio's portfolio securities are
not speculative in nature, there are risks inherent in the use of such
instruments. One such risk which may arise in employing futures contracts to
protect against the price volatility of portfolio securities (and, for the North
American Government Securities Portfolio, the Diversified Income Portfolio, the
Global Equity Portfolio and the Emerging Markets Portfolio, the currencies in
which they are denominated) is that the prices of securities and indexes subject
to futures contracts (and thereby the futures contract prices) may correlate
imperfectly with the behavior of the cash prices of the Portfolio's portfolio
securities (and the currencies in which they are denominated). Another such risk
is that prices of interest rate futures contracts may not move in tandem with
the changes in prevailing interest rates against which the Portfolio seeks a
hedge. A correlation may also be distorted by the fact that the futures market
is dominated by short-term traders seeking to profit from the difference between
a contract or security price objective and their cost of borrowed funds. Such
distortions are generally minor and would diminish as the contract approached
maturity.
As stated in the Prospectus, there may exist an imperfect correlation
between the price movements of futures contracts purchased by a Portfolio and
the movements in the prices of the securities (currencies) which are the subject
of the hedge. If participants in the futures market elect to close out their
contracts through offsetting transactions rather than meet margin deposit
requirements, distortions in the normal relationship between the debt securities
and futures markets could result. Price distortions could also result if
investors in futures contracts opt to make or take delivery of underlying
securities rather than engage in closing transactions due to the resultant
reduction in the liquidity of the futures market. In addition, due to the fact
that, from the point of view of speculators, the deposit requirements in the
futures markets are less onerous than margin requirements in the cash market,
increased participation by speculators in the futures market could cause
temporary price distortions. Due to the possibility of price distortions in the
futures market and because of the imperfect correlation between movements in the
prices of securities and movements in the prices of futures contracts, a correct
forecast of interest rate trends may still not result in a successful hedging
transaction.
As stated in the Prospectus, there is no assurance that a liquid secondary
market will exist for futures contracts and related options in which the
Portfolios may invest. In the event a liquid market does not exist, it may not
be possible to close out a futures position, and in the event of adverse price
movements, a Portfolio would continue to be required to make daily cash payments
of variation margin. In addition, limitations imposed by an exchange or board of
trade on which futures contracts are traded may compel or prevent a Portfolio
from closing out a contract which may result in reduced gain or increased loss
to the Portfolio. The absence of a liquid market in futures contracts might
cause the Portfolios to make or take delivery of the underlying securities
(currencies) at a time when it may be disadvantageous to do so.
Compared to the purchase or sale of futures contracts, the purchase of call
or put options on futures contracts involves less potential risk to the
Portfolio because the maximum amount at risk is the premium paid for the options
(plus transaction costs). However, there may be circumstances when the purchase
of a call or put option on a futures contract would result in a loss to the
Portfolio notwithstanding that the purchase or sale of a futures contract would
not result in a loss, as in the instance where there is no movement in the
prices of the futures contract or underlying securities (currencies).
PORTFOLIO TURNOVER. Although the Fund does not intend to engage in
short-term trading of portfolio securities as a means of achieving the
investment objectives of the respective Portfolios, each Portfolio may sell
portfolio securities without regard to the length of time they have been held
whenever such sale
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will in the Investment Manager's opinion strengthen the Portfolio's position and
contribute to its investment objectives. A 100% turnover rate would occur, for
example, if all the portfolio securities of a Portfolio (other than short-term
money market securities) were replaced once during the fiscal year. Based on
this definition, it is anticipated that the Money Market Portfolio's policy of
investing in securities with remaining maturities of less than one year will not
result in a quantifiable portfolio turnover rate. It is not anticipated that the
portfolio turnover rates of the Portfolios will exceed the following percentages
in any one year: North American Government Securities Portfolio: 100%;
Diversified Income Portfolio: 150%; Balanced Portfolio: 100%; Utilities
Portfolio: 100%; Dividend Growth Portfolio: 90%; Value-Added Market Portfolio:
100%; Core Equity Portfolio: 100%; American Value Portfolio: 400%; Global Equity
Portfolio: 100%; Developing Growth Portfolio: 300%; and Emerging Markets
Portfolio: 100%.
INVESTMENT RESTRICTIONS
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In addition to the investment restrictions enumerated in the Prospectus, the
investment restrictions listed below have been adopted by the Fund as
fundamental policies of the Portfolios, except as otherwise indicated. Under the
Act, a fundamental policy may not be changed with respect to a Portfolio without
the vote of a majority of the outstanding voting securities of that Portfolio,
as defined in the Act. Such a majority is defined as the lesser of (a) 67% or
more of the shares of the Portfolio present at a meeting of shareholders of the
Fund, if the holders of more than 50% of the outstanding shares of the Portfolio
are present or represented by proxy or (b) more than 50% of the outstanding
shares of the Portfolio. For purposes of the following restrictions and those
contained in the Prospectus: (i) all percentage limitations apply immediately
after a purchase or initial investment; and (ii) any subsequent change in any
applicable percentage resulting from market fluctuations or other changes in the
amount of total or net assets does not require elimination of any security from
the portfolio.
Each Portfolio of the Fund may not:
1. Purchase or sell real estate or interests therein (including limited
partnership interests), although the Portfolio may purchase securities of
issuers which engage in real estate operations and securities secured by
real estate or interests therein (as such, in case of default of such
securities, a Portfolio may hold the real estate securing such security).
2. Purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Portfolio
may invest in the securities of companies which operate, invest in, or
sponsor such programs.
3. Pledge its assets or assign or otherwise encumber them except: (a)
to secure borrowings effected within the limitations set forth in
restriction (5) in the Prospectus or (b), in the case of the Developing
Growth Portfolio, to secure borrowings effected in connection with leverage.
For the purpose of this restriction, collateral arrangements with respect to
initial or variation margin for futures are not deemed to be pledges of
assets.
4. Issue senior securities as defined in the Act except insofar as the
Portfolio may be deemed to have issued a senior security by reason of: (a)
entering into any repurchase agreement or reverse repurchase agreement; (b)
purchasing any securities on a when-issued or delayed delivery basis; (c)
purchasing or selling any financial futures contracts or options thereon;
(d) borrowing money in accordance with restrictions described above and in
the Prospectus; or (e) lending portfolio securities.
5. Make loans of money or securities, except: (a) by the purchase of
portfolio securities in which the Portfolio may invest consistent with its
investment objective and policies; (b) by investing in repurchase
agreements; or (c) by lending its portfolio securities or (d), in the case
of the Emerging Markets Portfolio, by investing in loan participations and
loan assignments.
6. Make short sales of securities.
7. Purchase securities on margin, except for such short-term loans as
are necessary for the clearance of portfolio securities. The deposit or
payment by the Portfolio of initial or variation margin
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in connection with futures contracts or related options thereon is not
considered the purchase of a security on margin.
8. Purchase or sell commodities or commodities contracts except that
the Portfolios may purchase or sell futures contracts or options on futures.
9. Engage in the underwriting of securities, except insofar as the
Portfolio may be deemed an underwriter under the Securities Act of 1933 in
disposing of a portfolio security. (The Portfolios may invest in restricted
securities subject to the fundamental (in the case of the Money Market
Portfolio) and non-fundamental (in the case of the other Portfolios)
limitations contained in the Prospectus).
10. Invest for the purpose of exercising control or management of any
other issuer.
In addition, as a non-fundamental policy, the Portfolios may not invest in
securities of any issuer if, to the knowledge of the Fund, any officer or
Trustee of the Fund or any officer or director of the Investment Manager or, in
the case of the North American Government Securities Portfolio, the Balanced
Portfolio, the Core Equity Portfolio and the Emerging Markets Portfolio, the
Sub-Adviser owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such officers, Trustees and directors who own more than 1/2 of 1%
own in the aggregate more than 5% of the outstanding securities of such issuers.
PORTFOLIO TRANSACTIONS AND BROKERAGE
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Subject to the general supervision of the Board of Trustees, the Investment
Manager and, for the North American Government Securities Portfolio, the
Balanced Portfolio, the Core Equity Portfolio and the Emerging Markets
Portfolio, the Sub-Adviser are responsible for decisions to buy and sell
securities for each Portfolio of the Fund, the selection of brokers and dealers
to effect the transactions, and the negotiation of brokerage commissions, if
any. Purchases and sales of securities on a stock exchange are effected through
brokers who charge a commission for their services. In the over-the-counter
market, securities are generally traded on a "net" basis with dealers acting as
principal for their own accounts without a stated commission, although the price
of the security usually includes a profit to the dealer. In underwritten
offerings, securities are purchased at a fixed price which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. When securities are purchased or sold directly from or
to an issuer, no commissions or discounts are paid.
Purchases of money market instruments are made from dealers, underwriters
and issuers; sales, if any, prior to maturity, are made to dealers and issuers.
The Fund does not normally incur brokerage commission expense on such
transactions. Money market instruments are generally traded on a "net" basis
with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer.
The Investment Manager and, for the North American Government Securities
Portfolio, the Balanced Portfolio, the Core Equity Portfolio and the Emerging
Markets Portfolio, the Sub-Adviser currently serve as investment advisors to a
number of clients, including other investment companies, and may in the future
act as investment manager or adviser to others. It is the practice of the
Investment Manager or the Sub-Adviser to cause purchase and sale transactions to
be allocated among the Portfolios of the Fund and others whose assets it manages
in such manner as it deems equitable. In making such allocations among the
Portfolios of the Fund and other client accounts, the main factors considered
are the respective investment objectives, the relative size of portfolio
holdings of the same or comparable securities, the availability of cash for
investment, the size of investment commitments generally held and the opinions
of the persons responsible for managing the portfolios of the Fund and other
client accounts. This procedure may, under certain circumstances, have an
adverse effect on the Fund.
The policy of the Fund regarding purchases and sales of securities for the
various Portfolios is that primary consideration will be given to obtaining the
most favorable prices and efficient executions of transactions. Consistent with
this policy, when securities transactions are effected on a stock exchange, the
Fund's policy is to pay commissions which are considered fair and reasonable
without necessarily determining that the lowest possible commissions are paid in
all circumstances. The Fund believes that a requirement always to seek the
lowest possible commission cost could impede effective portfolio
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management and preclude the Fund and the Investment Manager (or the Sub-Adviser)
from obtaining a high quality of brokerage and research services. In seeking to
determine the reasonableness of brokerage commissions paid in any transaction,
the Investment Manager (or the Sub-Adviser) relies upon its experience and
knowledge regarding commissions generally charged by various brokers and on its
judgment in evaluating the brokerage and research services received from the
broker effecting the transaction. Such determinations are necessarily subjective
and imprecise, as in most cases an exact dollar value for those services is not
ascertainable.
The Fund anticipates that certain of its transactions involving foreign
securities will be effected on securities exchanges. Fixed commissions on such
transactions are generally higher than negotiated commissions on domestic
transactions. There is also generally less government supervision and regulation
of foreign securities exchanges and brokers than in the United States.
In seeking to implement the policies of the Portfolios of the Fund, the
Investment Manager or the Sub-Adviser effects transactions with those brokers
and dealers who the Investment Manager or the Sub-Adviser believes provide the
most favorable prices and are capable of providing efficient executions. If the
Investment Manager or the Sub-Adviser believes such price and execution are
obtainable from more than one broker or dealer, it may give consideration to
placing portfolio transactions with those brokers and dealers who also furnish
research and other services to the Fund, the Investment Manager or the
Sub-Adviser. Such services may include, but are not limited to, any one or more
of the following: information as to the availability of securities for purchase
or sale; statistical or factual information or opinions pertaining to
investment; wire services; and appraisals or evaluations of portfolio
securities.
The information and services received by the Investment Manager and the
Sub-Adviser from brokers and dealers may be of benefit to the Investment Manager
or the Sub-Adviser in the management of accounts of some of its other clients
and may not in all cases benefit a Portfolio of the Fund directly. While the
receipt of such information and services is useful in varying degrees and would
generally reduce the amount of research or services otherwise performed by the
Investment Manager or the Sub-Adviser and thus reduce its expenses, it is of
indeterminable value and the fees paid to the Investment Manager and the
Sub-Adviser are not reduced by any amount that may be attributable to the value
of such services.
Pursuant to an order of the Securities and Exchange Commission, the Fund may
effect principal transactions in certain money market instruments with DWR. The
Fund will limit its transactions with DWR to U.S. Government and Government
Agency Securities, Bank Money Instruments (i.e., Certificates of Deposit and
Bankers' Acceptances) and Commercial Paper. Such transactions will be effected
with DWR only when the price available from DWR is better than that available
from other dealers.
Consistent with the policy described above, brokerage transactions in
securities listed on exchanges or admitted to unlisted trading privileges may be
effected through DWR. In order for DWR to effect any portfolio transactions for
the Fund, the commissions, fees or other remuneration received by DWR must be
reasonable and fair compared to the commissions, fees or other remuneration paid
to other brokers in connection with comparable transactions involving similar
securities being purchased or sold on an exchange during a comparable period of
time. This standard would allow DWR to receive no more than the remuneration
which would be expected to be received by an unaffiliated broker in a
commensurate arm's-length transaction. Furthermore, the Trustees of the Fund,
including a majority of the Trustees who are not "interested" persons of the
Fund, as defined in the Act, have adopted procedures which are reasonably
designed to provide that any commissions, fees or other remuneration paid to DWR
are consistent with the foregoing standard. The Fund does not reduce the
management fee it pays to the Investment Manager by any amount of the brokerage
commissions it may pay to DWR.
PURCHASE AND REDEMPTION OF FUND SHARES
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As discussed in the Prospectus, investments in the Fund may be made only by
(1) Hartford Life Insurance Company for allocation to certain separate accounts
it established and maintains for the
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purpose of funding variable annuity contracts it issues, and by (2) ITT Hartford
Life and Annuity Insurance Company for allocation to certain separate accounts
it established and maintains for the purpose of funding variable annuity
contracts it issues. These separate accounts are sometimes referred to
individually as an "Account" and collectively as the "Accounts." The Fund offers
the shares of each Portfolio of the Fund to Hartford Life Insurance Company and
ITT Hartford Life and Annuity Insurance Company (the "Companies") without sales
charge at the respective net asset values of the Portfolios next determined
after receipt by the Fund of the purchase payment in the manner set forth under
the caption "Determination of Net Asset Value" below and in the Prospectus.
Shares of any Portfolio of the Fund can be redeemed by the Companies at any time
for cash, without sales charge, at the net asset value next determined after
receipt of the redemption request. Such payment may be postponed or the right of
redemption suspended at times when normal trading is not taking place on the New
York Stock Exchange, as discussed in the Prospectus. (For information regarding
charges which may be imposed upon the Contracts by the Account, see the
Prospectus for the Variable Annuity Contracts.)
DETERMINATION OF NET ASSET VALUE
As discussed in the Prospectus, the net asset value of the shares of the
each Portfolio is determined once daily at 4:00 p.m., New York time, on each day
that the New York Stock Exchange is open for trading. The New York Stock
Exchange currently observes the following holidays: New Year's Day; Presidents'
Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day;
and Christmas Day.
As discussed in the Prospectus, the Money Market Portfolio utilizes the
amortized cost method in valuing its portfolio securities for purposes of
determining the net asset value of its shares. The Money Market Portfolio
utilizes the amortized cost method in valuing its portfolio securities even
though the portfolio securities may increase or decrease in market value,
generally in connection with changes in interest rates. The amortized cost
method of valuation involves valuing a security at its cost at the time of
purchase adjusted by a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Money Market Portfolio would receive if it
sold the investment. During such periods, the yield to investors in the Money
Market Portfolio may differ somewhat from that obtained in a similar company
which uses mark-to-market values for all of its portfolio securities. For
example, if the use of amortized cost resulted in a lower (higher) aggregate
portfolio value on a particular day, a prospective investor in the Money Market
Portfolio would be able to obtain a somewhat higher (lower) yield than would
result from investment in such a similar company and existing investors would
receive less (more) investment income. The purpose of this method of calculation
is to facilitate the maintenance of a constant net asset value per share of
$1.00.
The use of the amortized cost method to value the portfolio securities of
the Money Market Portfolio and the maintenance of the per share net asset value
of $1.00 is permitted pursuant to Rule 2a-7 of the Act (the "Rule") and is
conditioned on its compliance with various conditions contained in the Rule
including: (a) the Trustees are obligated, as a particular responsibility within
the overall duty of care owed to the Portfolio's shareholders, to establish
procedures reasonably designed, taking into account current market conditions
and the Portfolio's investment objectives, to stabilize the net asset value per
share as computed for the purpose of distribution and redemption at $1.00 per
share; (b) the procedures include (i) calculation, at such intervals as the
Trustees determine are appropriate and as are reasonable
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in light of current market conditions, of the deviation, if any, between net
asset value per share using amortized cost to value portfolio securities and net
asset value per share based upon available market quotations with respect to
such portfolio securities; (ii) periodic review by the Trustees of the amount of
deviation as well as methods used to calculate it; and (iii) maintenance of
written records of the procedures, and the Trustees' considerations made
pursuant to them and any actions taken upon such consideration; (c) the Trustees
should consider what steps should be taken, if any, in the event of a difference
of more than 1/2 of 1% between the two methods of valuation; and (d) the
Trustees should take such action as they deem appropriate (such as shortening
the average portfolio maturity, realizing gains or losses, withholding dividends
or, as provided by the Declaration of Trust, reducing the number of outstanding
shares of the Money Market Portfolio) to eliminate or reduce to the extent
reasonably practicable material dilution or other unfair results to investors or
existing shareholders which might arise from differences between the two methods
of valuation. Any reduction of outstanding shares will be effected by having
each shareholder proportionately contribute to the Money Market Portfolio's
capital the necessary shares that represent the amount of excess upon such
determination. Each Contract Owner will be deemed to have agreed to such
contribution in these circumstances by allocating investment under his or her
Contract to the Money Market Portfolio.
Generally, for purposes of the procedures adopted under the Rule, the
maturity of a portfolio instrument is deemed to be the period remaining
(calculated from the trade date or such other date on which the Money Market
Portfolio's interest in the instrument is subject to market action) until the
date noted on the face of the instrument as the date on which the principal
amount must be paid, or in the case of an instrument called for redemption, the
date on which the redemption payment must be made.
A variable rate obligation that is subject to a demand feature is deemed to
have a maturity equal to the longer of the period remaining until the next
readjustment of the interest rate or the period remaining until the principal
amount can be recovered through demand. A floating rate instrument that is
subject to a demand feature is deemed to have a maturity equal to the period
remaining until the principal amount can be recovered through demand.
An Eligible Security is defined in the Rule to mean a security which: (a)
has a remaining maturity of thirteen months or less; (b)(i) is rated in the two
highest short-term rating categories by any two nationally recognized
statistical rating organizations ("NRSROs") that have issued a short-term rating
with respect to the security or class of debt obligations of the issuer; or (ii)
if only one NRSRO has issued a short-term rating with respect to the security,
then by that NRSRO; (c) was a long-term security at the time of issuance whose
issuer has outstanding a short-term debt obligation which is comparable in
priority and security and has a rating as specified in clause (b) above; or (d)
if no rating is assigned by any NRSRO as provided in clauses (b) and (c) above,
the unrated security is determined by the Board to be of comparable quality to
any such rated security. The Money Market Portfolio will limit its investments
to securities that meet the requirements for Eligible Securities as set forth in
the Prospectus.
As permitted by the Rule, the Board has delegated to the Fund's Investment
Manager, subject to the Board's oversight pursuant to guidelines and procedures
adopted by the Board, the authority to determine which securities present
minimal credit risks and which unrated securities are comparable in quality to
rated securities.
Also, as required by the Rule, the Money Market Portfolio will limit its
investments in securities, other than Government securities, so that, at the
time of purchase: (a) except as further limited in (b) below with regard to
certain securities, no more than 5% of its total assets will be invested in the
securities of any one issuer; and (b) with respect to Eligible Securities that
have received a rating in less than the highest category by any one of the
NRSROs whose ratings are used to qualify the security as an Eligible Security,
or that have been determined to be of comparable quality: (i) no more than 5% in
the aggregate of the Portfolio's total assets in all such securities, and (ii)
no more than the greater of 1% of total assets, or $1 million, in the securities
on any one issuer.
The presence of a line of credit or other credit facility offered by a bank
or other financial institution which guarantees the payment obligation of the
issuer, in the event of a default in the payment of
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principal or interest of an obligation, may be taken into account in determining
whether an investment is an Eligible Security, provided that the guarantee
itself is an Eligible Security.
The Rule further requires that the Money Market Portfolio limit its
investments to U.S. dollar-denominated instruments which the Trustees determine
present minimal credit risks and which are Eligible Securities. The Rule also
requires the Portfolio to maintain a dollar-weighted average portfolio maturity
(not more than 90 days) appropriate to its objective of maintaining a stable net
asset value of $1.00 per share and precludes the purchase of any instrument with
a remaining maturity of more than 397 days. Should the disposition of a
portfolio security result in a dollar-weighted average portfolio maturity of
more than 90 days, the Portfolio will invest its available cash in such a manner
as to reduce such maturity to 90 days or less as soon as is reasonably
practicable.
If the Board determines that it is no longer in the best interests of the
Money Market Portfolio and its shareholders to maintain a stable price of $1 per
share or if the Board believes that maintaining such price no longer reflects a
market-based net asset value per share, the Board has the right to change from
an amortized cost basis of valuation to valuation based on market quotations.
The Fund will notify shareholders of the Portfolio of any such change.
As stated in the Prospectus, in the calculation of the net asset value of
the Portfolios other than the Money Market Portfolio, short-term debt securities
with remaining maturities of sixty days or less at the time of purchase are
valued at amortized cost, unless the Trustees determine such does not reflect
the securities' market value, in which case these securities will be valued at
their fair value as determined by the Trustees. Other short-term debt securities
will be valued on a mark-to-market basis until such time as they reach a
remaining maturity of sixty days, whereupon they will be valued at amortized
cost using their value on the 61st day unless the Trustees determine such does
not reflect the securities' market value, in which case these securities will be
valued at their fair value as determined by the Trustees. Listed options on debt
securities are valued at the latest sale price on the exchange on which they are
listed unless no sales of such options have taken place that day, in which case
they will be valued at the mean between their latest bid and asked prices.
Unlisted options on debt securities and all options on equity securities are
valued at the mean between their latest bid and asked prices. Futures are valued
at the latest sale price on the commodities exchange on which they trade unless
the Trustees determine that such price does not reflect their market value, in
which case they will be valued at their fair value as determined by the
Trustees. All other securities and other assets are valued at their fair value
as determined in good faith under procedures established by and under the
general supervision of the Trustees.
Generally, trading in foreign securities, as well as corporate bonds, United
States government securities and money market instruments, is substantially
completed each day at various times prior to the close of the New York Stock
Exchange. The values of such securities used in computing the net asset value of
a Portfolio's shares are determined as of such times. Foreign currency exchange
rates are also generally determined prior to the close of the New York Stock
Exchange. Occasionally, events which affect the values of such securities and
such exchange rates may occur between the times at which they are determined and
the close of the New York Stock Exchange and will therefore not be reflected in
the computation of a Portfolio's net asset value. If events materially affecting
the value of such securities occur during such period, then these securities
will be valued at their fair value as determined in good faith under procedures
established by and under the supervision of the Trustees.
DIVIDENDS, DISTRIBUTIONS AND TAXES
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MONEY MARKET PORTFOLIO. As discussed in the Prospectus, dividends from net
income on the Money Market Portfolio will be declared payable on each day the
New York Stock Exchange is open for business to shareholders of record as of the
close of business the preceding business day. Net income, for dividend purposes,
includes accrued interest and accretion of original issue and market discount,
less the amortization of market premium and the estimated expenses of the Money
Market Portfolio. Net income will be calculated immediately prior to the
determination of net asset value per share of the
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Money Market Portfolio (see "Determination of Net Asset Value" above and in the
Prospectus). The amount of dividend may fluctuate from day to day and may be
omitted on some days if realized losses on portfolio securities exceed the Money
Market Portfolio's net investment income. The Trustees may revise the above
dividend policy, or postpone the payment of dividends, if the Money Market
Portfolio should have or anticipate any large unexpected expense, loss or
fluctuation in net assets which in the opinion of the Trustees might have a
significant adverse effect on shareholders. On occasion, in order to maintain a
constant $1.00 per share net asset value, the Trustees may direct that the
number of outstanding shares of the Money Market Portfolio be reduced in each
shareholder's account. Such reduction may result in taxable income to a
shareholder in excess of the net increase (i.e., dividends, less such
reductions), if any, in the shareholder's account for a period. Furthermore,
such reduction may be realized as a capital loss when the shares are liquidated.
Any net realized capital gains will be declared and paid at least once per
calendar year, except that net short-term gains may be paid more frequently,
with the distribution of dividends from net investment income.
OTHER PORTFOLIOS. The dividend policies of the North American Government
Securities Portfolio, the Diversified Income Portfolio, the Balanced Portfolio,
the Utilities Portfolio, the Dividend Growth Portfolio, the Value-Added Market
Portfolio, the Core Equity Portfolio, the American Value Portfolio, the Global
Equity Portfolio, the Developing Growth Portfolio and the Emerging Markets
Portfolio are discussed in the Prospectus. In computing interest income, these
Portfolios will not accrete any discount or amortize any premium resulting from
the purchase of debt securities except those original issue discounts for which
accretion is required for federal income tax purposes. Additionally, with
respect to market discount on bonds, a portion of any capital gain realized upon
disposition may be recharacterized as taxable ordinary income in accordance with
the provisions of the Internal Revenue Code (the "Code"). Dividends and/or
interest and capital gains received by the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio may give rise to withholding and other taxes imposed
by foreign countries. Realized gains and losses on security transactions are
determined on the identified cost method.
Gains or losses on sales of securities by the Fund will be long-term gains
or losses if the securities have been held by the Fund for more than twelve
months. Gains or losses on the sale of securities held for twelve months or less
will be short-term gains or losses.
OPTIONS AND FUTURES. Exchange-traded futures contracts, listed options on
futures contracts and certain listed options are classified as "Section 1256"
contracts under the Code. Unless the Portfolio makes an election as discussed
below, the character of gain or loss resulting from the sale, disposition,
closing out, expiration or other termination of Section 1256 contracts would
generally be treated as long-term capital gain or loss to the extent of 60
percent thereof and short-term capital gain or loss to the extent of 40 percent
thereof and such Section 1256 contracts would also be required to be marked-to-
market at the end of the Fund's fiscal year, for purposes of federal income tax
calculations.
Over-the-counter options are not classified as Section 1256 contracts and
are not subject to the mark-to-market or 60 percent-40 percent taxation rules.
When call options written by a Portfolio, or put options purchased by a
Portfolio, are exercised, the gain or loss realized on the sales of the
underlying securities may be either short-term or long-term, depending upon the
holding period of the securities. In determining the amount of gain or loss, the
sales proceeds are reduced by the premium paid for over-the-counter puts or
increased by the premium received for over-the-counter calls.
If a Portfolio holds a security which is offset by a Section 1256 contract,
the Portfolio would be deemed to hold a "mixed straddle" position, as such is
defined in the Code. A Portfolio may elect to identify its mixed straddle
positions pursuant to Section 1256(d) of the Code and thereby avoid application
of both the mark-to-market and 60 percent-40 percent taxation rules. The
Portfolio may also make certain other elections with respect to mixed straddles
which could avoid or limit the application of certain rules which could, in
certain circumstances, cause deferral or disallowance of losses, change
long-term capital gains into short-term capital gains, or change short-term
capital losses into long-term capital losses.
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Whether the portfolio security constituting part of the identified mixed
straddle is deemed to have been held for less than three months for purposes of
determining qualification of the Portfolio as a regulated investment company
will be determined generally by the actual holding period of the security. In
certain circumstances, entering into a mixed straddle could result in the
recognition of unrealized gain or loss which would be taken into account in
determining the amount of income available for the Portfolio's distributions,
and can result in an amount which is greater or less than the Portfolio's net
realized gains being available for distribution. If an amount which is less than
the Portfolio's net realized gains is available for distribution, the Portfolio
may elect to distribute more than such available amount, up to the full amount
of such net realized gains. Such a distribution may, in part, constitute a
return of capital to the shareholders. If the Portfolio does not elect to
identify a mixed straddle, no recognition of gain or loss on the securities in
its portfolio will result when the mixed straddle is entered into. However, any
losses realized on the straddle will be governed by a number of tax rules which
might, under certain circumstances, defer or disallow the losses in whole or in
part, change long-term gains into short-term gains, or change short-term losses
into long-term losses. A deferral or disallowance of recognition of a realized
loss may result in an amount being available for the Portfolio's distributions
which is greater than the Portfolio's net realized gains.
SPECIAL RULES FOR CERTAIN FOREIGN CURRENCY TRANSACTIONS (NORTH AMERICAN
GOVERNMENT SECURITIES PORTFOLIO, DIVERSIFIED INCOME PORTFOLIO, GLOBAL EQUITY
PORTFOLIO AND EMERGING MARKETS PORTFOLIO). In general, gains from foreign
currencies and from foreign currency options, foreign currency futures and
forward foreign exchange contracts relating to investments in stock, securities
or foreign currencies are currently considered to be qualifying income for
purposes of determining whether each of the North American Government Securities
Portfolio, the Diversified Income Portfolio, the Global Equity Portfolio and the
Emerging Markets Portfolio qualifies as a regulated investment company. It is
currently unclear, however, who will be treated as the issuer of certain foreign
currency instruments or how foreign currency options, futures, or forward
foreign currency contracts will be valued for purposes of the regulated
investment company diversification requirements applicable to the Portfolio. The
Fund may request a private letter ruling from the Internal Revenue Service on
some or all of these issues.
Under Code Section 988, special rules are provided for certain transactions
in a foreign currency other than the taxpayer's functional currency (I.E.,
unless certain special rules apply, currencies other than the U.S. dollar). In
general, foreign currency gains or losses from forward contracts, from futures
contracts that are not "regulated futures contracts", and from unlisted options
will be treated as ordinary income or loss under Code Section 988. Also, certain
foreign exchange gains or losses derived with respect to foreign fixed-income
securities are also subject to Section 988 treatment. In general, therefore,
Code Section 988 gains or losses will increase or decrease the amount of the
Portfolio's investment company taxable income available to be distributed to
shareholders as ordinary income, rather than increasing or decreasing the amount
of the Portfolio's net capital gain. Additionally, if Code Section 988 losses
exceed other investment company taxable income during a taxable year, the
affected Portfolio would not be able to make any ordinary dividend
distributions.
The North American Government Securities Portfolio, the Diversified Income
Portfolio, the Global Equity Portfolio and the Emerging Markets Portfolio may be
subject to taxes in foreign countries in which they invest. In addition, if the
European Growth Portfolio were deemed to be a resident of the United Kingdom for
United Kingdom tax purposes or if the Portfolio were treated as being engaged in
a trading activity through an agent in the United Kingdom, there is a risk that
the United Kingdom would attempt to tax all or a portion of the Portfolio's
gains or income. In light of the terms and conditions of the Investment
Management and Sub-Advisory Agreements, it is believed that any such risk is
minimal.
If any of the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Global Equity Portfolio and the Emerging
Markets Portfolio invests in an entity which is classified as a "passive foreign
investment company" ("PFIC") for U.S. tax purposes, the application of certain
technical tax provisions applying to such companies could result in the
imposition of federal income tax with respect to such investments at the
Portfolio level which could not be eliminated by distributions to shareholders.
The U.S. Treasury issued proposed regulation section 1.1291-8 which establishes
a mark-
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to-market regime which allows investment companies investing in PFIC's to avoid
most, if not all, of the difficulties posed by the PFIC rules. In any event, it
is not anticipated that any taxes on a Portfolio with respect to investments in
PFIC's would be significant.
PERFORMANCE INFORMATION
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The annualized current yield of the Money Market Portfolio, as may be quoted
from time to time in advertisements and other communications to shareholders and
potential investors, is computed by determining, for a stated seven-day period,
the net change, exclusive of capital changes and including the value of
additional shares purchased with dividends and any dividends declared therefrom,
in the value of a hypothetical pre-existing account having a balance of one
share at the beginning of the period, subtracting a hypothetical charge which
reflects deductions from shareholder accounts (such as management fees), and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then multiplying the base period
return by (365/7).
The Money Market Portfolio's annualized effective yield, as may be quoted
from time to time in advertisements and other communications to shareholders and
potential investors, is computed by determining (for the same stated seven-day
period as for the current yield), the net change, exclusive of capital changes
and including the value of additional shares purchased with dividends and any
dividends declared therefrom, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and then
compounding the base period return by adding 1, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result.
The yields quoted in any advertisement or other communication should not be
considered a representation of the yields of the Money Market Portfolio in the
future since the yield is not fixed. Actual yields will depend not only on the
type, quality and maturities of the investments held by the Money Market
Portfolio and changes in interest rates on such investments, but also on changes
in the Portfolio's expenses during the period.
Yield information may be useful in reviewing the performance of the Money
Market Portfolio and for providing a basis for comparison with other investment
alternatives. However unlike bank deposits or other investments which typically
pay a fixed yield for a stated period of time, the Money Market Portfolio's
yield fluctuates. Furthermore, the quoted yield does not reflect charges which
may be imposed on the Contracts by the applicable Account and therefore is not
equivalent to total return under a Contract (for a description of such charges,
see the Prospectus for the Contracts).
As discussed in the Prospectus, from time to time the Fund may quote the
"total return" of each Portfolio in advertising and sales literature. A
Portfolio's "average annual total return" represents an annualization of the
Portfolio's total return over a particular period and is computed by finding the
annual percentage rate which will result in the ending redeemable value of a
hypothetical $1,000 investment made at the beginning of a one, five or ten year
period, or for the period from the date of commencement of the Portfolio's
operations, if shorter than any of the foregoing. For the purpose of this
calculation, it is assumed that all dividends and distributions are reinvested.
However, average annual total return does not reflect the deduction of any
charges which may be imposed on the Contracts by the applicable Account which,
if quoted, would reduce the performance quoted. The formula for computing the
average annual total return involves a percentage obtained by dividing the
ending redeemable value by the amount of the initial investment, taking a root
of the quotient (where the root is equivalent to the number of years in the
period) and subtracting 1 from the result.
In addition to the foregoing, the Fund may advertise the total return of the
Portfolios over different periods of time by means of aggregate, average,
year-by-year or other types of total return figures. Such calculations similarly
do not reflect the deduction of any charges which may be imposed on the
Contracts by an Account. The Fund may also compute the aggregate total returns
of the Portfolios for specified periods by determining the aggregate percentage
rate which will result in the ending value of a
50
<PAGE>
hypothetical $1,000 investment made at the beginning of the period. For the
purpose of this calculation, it is assumed that all dividends and distributions
are reinvested. The formula for computing aggregate total return involves a
percentage obtained by dividing the ending value (without the reduction for any
charges imposed on the Contracts by the applicable Account) by the initial
$1,000 investment and subtracting 1 from the result.
The Fund may also advertise the growth of hypothetical investments of
$10,000, $50,000 and $100,000 in shares of a Portfolio by adding 1 to the
Portfolio's aggregate total return to date (expressed as a decimal) and
multiplying by $10,000, $50,000 or $100,000, as the case may be.
The Fund from time to time may also advertise the performance of the
Portfolios relative to certain performance rankings and indexes compiled by
independent organizations.
DESCRIPTION OF SHARES OF THE FUND
- --------------------------------------------------------------------------------
The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares of separate Portfolios and to divide or combine
the shares of any Portfolio into a greater or lesser number of shares of that
Portfolio without thereby changing the proportionate beneficial interests in
that Portfolio. As discussed in the Prospectus, the shares of beneficial
interest of the Fund are divided into twelve separate Portfolios, and the shares
of each Portfolio have equal rights and privileges with all other shares of that
Portfolio. Each share of a Portfolio represents an equal proportional interest
in that Portfolio with each other share. Upon liquidation of the Fund or any
Portfolio, shareholders of a Portfolio are entitled to share pro rata in the net
assets of that Portfolio available for distribution to shareholders. Shares have
no preemptive or conversion rights. The right of redemption is described above
and in the Prospectus. Shares of each Portfolio are fully paid and
non-assessable by the Fund. The Trustees are authorized to classify unissued
shares of the Fund by assigning them to a Portfolio for issuance.
The Declaration of Trust permits the Trustees to authorize the creation of
additional series of shares and additional classes of shares within any series,
as described in the Prospectus. Such additional offerings would not affect the
interests of the current shareholders in the existing Portfolios. All
consideration received by the Fund for shares of any additional Portfolios, and
all assets in which such consideration is invested, would belong to that
Portfolio (subject only to the rights of creditors of the Fund) and would be
subject to the liabilities related thereto. Pursuant to the Act, shareholders of
any additional Portfolio would normally have to approve the adoption of any
management contract relating to such Portfolio and of any changes in the
investment policies related thereto.
Shares of each Portfolio entitle their holders to one vote per share (with
proportionate voting for fractional shares). Shareholders have the right to vote
on the election of Trustees of the Fund and on any and all matters on which by
law or the provisions of the Fund's By-Laws they may be entitled to vote. To the
extent required by law, Hartford Life Insurance Company and ITT Hartford Life
and Annuity Insurance Company, which are the only shareholders of the Fund, will
vote the shares of the Fund held in the Account in accordance with instructions
from Contract Owners, as more fully described under the caption "Voting Rights"
in the Prospectus for the Variable Annuity Contracts. Shareholders of all
Portfolios vote for a single set of Trustees. The Trustees themselves have the
power to alter the number and the terms of office of the Trustees, and they may
at any time lengthen their own terms or make their terms of unlimited duration
and appoint their own successors, provided that always at least a majority of
the Trustees has been elected by the shareholders of the Fund. Under certain
circumstances the Trustees may be removed by action of the Trustees. Under
certain circumstances the shareholders may call a meeting to remove Trustees and
the Fund is required to provide assistance in communicating with shareholders
about such a meeting.
On any matters affecting only one Portfolio, only the shareholders of that
Portfolio are entitled to vote. On matters relating to all the Portfolios but
affecting the Portfolios differently, separate votes by Portfolio are required.
Approval of an Investment Management Agreement and a change in fundamental
policies would be regarded as matters requiring separate voting by each
Portfolio.
51
<PAGE>
With respect to the submission to shareholder vote of a matter requiring
separate voting by Portfolio, the matter shall have been effectively acted upon
with respect to any Portfolio if a majority of the outstanding voting securities
of that Portfolio votes for the approval of the matter, notwithstanding that:
(1) the matter has not been approved by a majority of the outstanding voting
securities of any other Portfolio; or (2) the matter has not been approved by a
majority of the outstanding voting securities of the Fund. The voting rights of
shareholders are not cumulative, so that holders of more than 50 percent of the
shares voting can, if they choose, elect all Trustees being selected, while the
holders of the remaining shares would be unable to elect any Trustees.
The Declaration of Trust further provides that no Trustee, officer, employee
or agent of the Fund is liable to the Fund or to a shareholder, nor is any
Trustee, officer, employee or agent liable to any third persons in connection
with the affairs of the Fund, except as such liability may arise from his/her or
its own bad faith, willful misfeasance, gross negligence, or reckless disregard
of his/her or its duties. It also provides that all third persons shall look
solely to the Fund's property for satisfaction of claims arising in connection
with the affairs of the Fund. With the exceptions stated, the Declaration of
Trust provides that a Trustee, officer, employee or agent is entitled to be
indemnified against all liability in connection with the affairs of the Fund.
The Trust shall be of unlimited duration subject to the provisions in the
Declaration of Trust concerning termination by action of the shareholders.
CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------
The is the
Custodian of the assets of each Portfolio of the Fund. The Custodian has
contracted with various foreign banks and depositories to hold portfolio
securities of non-U.S. issuers on behalf of various Portfolios. All of a
Portfolio's cash balances with the Custodian in excess of $100,000 are
unprotected by Federal deposit insurance. Such balances may, at times, be
substantial.
Dean Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey
City, New Jersey 07311 is the Transfer Agent of the Fund's shares and Dividend
Disbursing Agent for payment of dividends and distributions on Fund shares. Dean
Witter Trust Company is an affiliate of Dean Witter InterCapital Inc., the
Fund's Investment Manager. As Transfer Agent and Dividend Disbursing Agent, Dean
Witter Trust Company's responsibilities include maintaining shareholder
accounts; reinvesting dividends; processing account registration changes;
handling purchase and redemption transactions; tabulating proxies; and
maintaining shareholder records and lists. For these services Dean Witter Trust
Company receives a fee from each Portfolio of the Fund.
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
serves
as the independent accountants of the Fund. The independent accountants are
responsible for auditing the annual financial statements of the Fund.
REPORTS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
Statements showing the portfolio of each Portfolio and other information
will be furnished, at least semi-annually, to Contract Owners, and annually such
statements will be audited by independent accountants whose selection must be
approved annually by the Fund's Trustees. The Fund's fiscal year ends on
.
LEGAL COUNSEL
- --------------------------------------------------------------------------------
Sheldon Curtis, Esq., who is an officer and the General Counsel of the
Investment Manager, is an officer and the General Counsel of the Fund.
52
<PAGE>
EXPERTS
- --------------------------------------------------------------------------------
The Statement of Assets and Liabilities of the Fund included in this
Statement of Additional Information and incorporated by reference in the
Prospectus has been so included and incorporated in reliance on the report of
, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
REGISTRATION STATEMENT
- --------------------------------------------------------------------------------
This Statement of Additional Information and the Prospectus do not contain
all of the information set forth in the Registration Statement the Fund has
filed with the Securities and Exchange Commission. The complete Registration
Statement may be obtained from the Securities and Exchange Commission upon
payment of the fee prescribed by the rules and regulations of the Commission.
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
REPORT OF INDEPENDANT ACCOUNTANTS
- --------------------------------------------------------------------------------
53
<PAGE>
APPENDIX -- RATINGS
- --------------------------------------------------------------------------------
Description of the highest commercial paper, bond and other short-and
long-term rating categories assigned by Standard & Poor's Corporation ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), Fitch Investors Service, Inc.
("Fitch"), Duff and Phelps, Inc. ("Duff"), IBCA Limited and IBCA Inc. ("IBCA")
and Thomson BankWatch, Inc. ("Thomson"):
COMMERCIAL PAPER AND SHORT-TERM RATINGS
The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation. Capacity for timely payment on issues with an A-2 designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
The rating Prime-1 (P-1) is the highest commercial paper rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return of funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.
Issues rated Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations. This ordinarily will be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest
degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is
the second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.
The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by good fundamental
protection factors. Risk factors are minor. Duff applies the modifiers (+) and
(-) to the rating Duff-1 in recognition of significant quality differences
within the highest tier. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.
The designation A1 by IBCA indicates that the obligation is supported by a
very strong capacity for timely repayment. Those obligations rated A1+ are
supported by the highest capacity for timely repayment. The designation A2 by
IBCA indicates that the obligation is supported by a strong capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic, or financial conditions.
The rating TBW-1 is the highest short-term rating assigned by Thomson and
indicates a very high degree of likelihood that principal and interest will be
paid on a timely basis. The rating TBW-2 by Thomson is its second highest
rating; while the degree of safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is not as high as for issues
rated TBW-1.
BOND AND LONG-TERM RATINGS
Bonds rated AAA are considered by S&P to be the highest grade obligations
and possess an extremely strong capacity to pay interest and repay principal.
Bonds rated AA by S&P are judged by S&P to have a very strong capacity to pay
interest and repay principal, and differ only in small degrees from issues rated
AAA.
54
<PAGE>
Bonds which are rated Aaa by Moody's are judged to be of the best quality.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. Aa bonds are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa rated bonds. Moody's applies
numerical modifiers 1, 2 and 3 in the Aa rating category. The modifier 1
indicates a ranking for the security in the higher end of this rating category,
the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a
ranking in the lower end of the rating category.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions and liable to but slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such stability
of applicable earnings that safety is beyond reasonable question whatever
changes occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be
of safety virtually beyond question and are readily salable, whose merits are
not unlike those of the AAA class, but whose margin of safety is less strikingly
broad. The issue may be the obligation of a small company, strongly secured but
influenced as to rating by the lesser financial power of the enterprise and more
local type of market.
Bonds rated AAA by Duff are considered to be of the highest credit quality
with negligible risk factors that are only slightly more than for risk-free U.S.
Treasury debt. Bonds rated AA are judged by Duff to be of high credit quality
with strong protection factors; risk is modest but may vary slightly from time
to time because of economic conditions. Duff applies modifiers of (+) and (-) to
the AA category.
Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial,
such that adverse changes in business, economic or financial conditions are
unlikely to increase investment risk significantly. Obligations rated AA have a
very low expectation of investment risk. Capacity for timely repayment of
principal and interest is substantial. Adverse changes in business, economic or
financial conditions may increase investment risk albeit not very significantly.
IBCA also assigns a rating to certain international and U.S. banks. An IBCA
bank rating represents IBCA's current assessment of the strength of the bank and
whether such bank would receive support should it experience difficulties. In
its assessment of a bank, IBCA uses a dual rating system comprised of Legal
Ratings and Individual Ratings. In addition, IBCA assigns banks Long-and
Short-Term Ratings as used in the corporate ratings discussed above. Legal
Ratings, which range in gradation from 1 through 5, address the question of
whether the bank would receive support by central banks or shareholders if it
experienced difficulties, and such ratings are considered by IBCA to be a prime
factor in its assessment of credit risk. Individual Ratings, which range in
gradations from A through E, represent IBCA's assessment of a bank's economic
merits and address the question of how the bank would be viewed if it were
entirely independent and could not rely on support from state authorities or its
owners.
Companies rated A are considered by Thomson to possess an exceptionally
strong balance sheet and earnings record, translating into an excellent
reputation and unquestioned access to their natural money markets; if weakness
or vulnerability exists in any aspect of a company's business, it is entirely
mitigated by the strengths of the organization. Companies rated A/B- by Thomson
are judged by Thomson to be financially very solid with a favorable track record
and no readily apparent weakness; their overall risk profiles, while low, are
not quite as favorable as for companies in the highest rating category.
55
<PAGE>
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS
None
(b) EXHIBITS:
1. -- Declaration of Trust of Registrant
2. -- By-Laws of Registrant
3. -- None
4. -- Not Applicable
5.(a) -- Form of Investment Management Agreement between Registrant and Dean
Witter InterCapital Inc. *
(b) -- Form of Sub-Advisory Agreement between Dean Witter InterCapital Inc.
and TCW Funds Management, Inc. *
(c) -- Form of Secondary Sub-Advisory Agreement between TCW Funds
Management, Inc. and TCW Asia Limited *
(d) -- Form of Secondary Sub-Advisory Agreement between TCW Funds
Management, Inc. and TCW London International, Limited *
6. -- None
7. -- None
8.(a)-- Form of Custodian Agreement *
(b)-- Form of Transfer Agency and Services Agreement between Registrant and
Dean Witter Trust Company *
9. -- Form of Services Agreement between Dean Witter InterCapital Inc. and
Dean Witter Services Company Inc. *
10. -- Opinion of Sheldon Curtis, Esq. *
11. -- Consent of Independent Accountants *
12. -- None
1
<PAGE>
16 -- Schedule for Computation of Performance Quotations -
to be filed with first post-effective amendment
Other-- Powers of Attorney *
- -----------------------------
* To be filed in Pre-Effective Amendment No. 1
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Prior to the effectiveness of this Registration Statement, the Registrant
will sell 12,000 shares of the Money Market Portfolio and 800 shares of each of
the other eleven portfolios to Hartford Life Insurance Company., a Connecticut
corporation, for an aggregate purchase price of $100,000. ITT Corporation, a
Delaware Corporation, is the ultimate controlling parent of Hartford Life
Insurance Company.
Item 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Number of Record Holders
Title of Class at June 9, 1994
-------------- ------------------------
Shares of Beneficial Interest None
Item 27. INDEMNIFICATION.
Pursuant to Section 5.3 of the Registrant's Declaration of Trust and under
Section 4.8 of the Registrant's By-Laws, the indemnification of the Registrant's
trustees, officers, employees and agents is permitted if it is determined that
they acted under the belief that their actions were in or not opposed to the
best interest of the Registrant, and, with respect to any criminal proceeding,
they had reasonable cause to believe their conduct was not unlawful. In
addition, indemnification is permitted only if it is determined that the actions
in question did not render them liable by reason of willful misfeasance, bad
faith or gross negligence in the performance of their duties or by reason of
reckless disregard of their obligations and duties to the Registrant. Trustees,
officers, employees and agents will be indemnified for the expense of litigation
if it is determined that they are entitled to indemnification against any
liability established in such litigation. The Registrant may also advance money
for these expenses provided that they give their undertakings to repay the
Registrant unless their conduct is later determined to permit indemnification.
2
<PAGE>
Pursuant to Section 5.2 of the Registrant's Declaration of Trust and
paragraph 8 of the Registrant's Investment Management Agreement, neither the
Investment Manager nor any trustee, officer, employee or agent of the Registrant
shall be liable for any action or failure to act, except in the case of bad
faith, willful misfeasance, gross negligence or reckless disregard of duties to
the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the Registrant
in connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such trustee, officer or controlling person
in connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act, and will
be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the indemnification
provision of its by-laws in a manner consistent with Release 11330 of the
Securities and Exchange Commission under the Investment Company Act of 1940, so
long as the interpretation of Sections 17(h) and 17(i) of such Act remains in
effect.
Registrant, in conjunction with the Investment Manager, Registrant's
Trustees, and other registered investment management companies managed by the
Investment Manager, maintains insurance on behalf of any person who is or was a
Trustee, officer, employee, or agent of Registrant, or who is or was serving at
the request of Registrant as a trustee, director, officer, employee or agent of
another trust or corporation, against any liability asserted against him and
incurred by him or arising out of his position. However, in no event will
Registrant maintain insurance to indemnify any such person for any act for which
Registrant itself is not permitted to indemnify him.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See "The Fund and Its Management" in the Prospectus regarding the business
of the investment adviser. The following information is given regarding
officers of Dean Witter InterCapital Inc. The term "Dean Witter Funds" used
below refers to the following Funds: (1) InterCapital Income Securities Inc.,
(2) High Income Advantage Trust,
3
<PAGE>
(3) High Income Advantage Trust II, (4) High Income Advantage Trust III, (5)
Municipal Income Trust, (6) Municipal Income Trust II, (7) Municipal Income
Trust III, (8) Dean Witter Government Income Trust, (9) Municipal Premium Income
Trust, (10) Municipal Income Opportunities Trust, (11) Municipal Income
Opportunities Trust II, (12) Municipal Income Opportunities Trust III, (13)
Prime Income Trust, (14) InterCapital Insured Municipal Bond Trust, (15)
InterCapital Quality Municipal Income Trust, (16) InterCapital Quality Municipal
Investment Trust, (17) InterCapital Insured Municipal Income Trust, (18)
InterCapital California Insured Municipal Income Trust, (19) InterCapital
Insured Municipal Trust, (20) InterCapital Quality Municipal Securities (21)
InterCapital New York Quality Municipal Securities, (22) InterCapital California
Municipal Securities, (23) InterCapital Insured California Municipal Securities
and (24) InterCapital Insured Municipal Securities, registered closed-end
investment companies, and (1) Dean Witter Tax-Exempt Securities Trust, (2) Dean
Witter Tax-Free Daily Income Trust, (3) Dean Witter Dividend Growth Securities
Inc., (4) Dean Witter Convertible Securities Trust, (5) Dean Witter Liquid Asset
Fund Inc., (6) Dean Witter Developing Growth Securities Trust, (7) Dean Witter
Retirement Series, (8) Dean Witter Federal Securities Trust, (9) Dean Witter
World Wide Investment Trust, (10) Dean Witter U.S. Government Securities Trust,
(11) Dean Witter Select Municipal Reinvestment Fund, (12) Dean Witter High Yield
Securities Inc., (13) Dean Witter Intermediate Income Securities, (14) Dean
Witter New York Tax-Free Income Fund, (15) Dean Witter California Tax-Free
Income Fund, (16) Dean Witter Health Sciences Trust, (17) Dean Witter California
Tax-Free Daily Income Trust, (18) Dean Witter Managed Assets Trust, (19) Dean
Witter American Value Fund, (20) Dean Witter Strategist Fund, (21) Dean Witter
Utilities Fund, (22) Dean Witter World Wide Income Trust, (23) Dean Witter New
York Municipal Money Market Trust, (24) Dean Witter Capital Growth Securities,
(25) Dean Witter Precious Metals and Minerals Trust, (26) Dean Witter European
Growth Fund Inc., (27) Dean Witter Global Short-Term Income Fund Inc., (28) Dean
Witter Pacific Growth Fund Inc., (29) Dean Witter Multi-State Municipal Series
Trust, (30) Dean Witter Premier Income Trust, (31) Dean Witter Short-Term U.S.
Treasury Trust, (32) Dean Witter Diversified Income Trust, (33) Dean Witter U.S.
Government Money Market Trust, (34) Dean Witter Global Dividend Growth
Securities, (35) Active Assets California Tax-Free Trust, (36) Dean Witter
Natural Resource Development Securities Inc., (37) Active Assets Government
Securities Trust, (38) Active Assets Money Trust, (39) Active Assets Tax-Free
Trust, (40) Dean Witter Limited Term Municipal Trust, (41) Dean Witter Variable
Investment Series, (42) Dean Witter Value-Added Market Series, (43) Dean Witter
Global Utilities Fund, (44) Dean Witter High Income Securities, (45) Dean Witter
National Municipal Trust and (46) Dean Witter Short-Term Bond Fund, registered
open-end investment companies. InterCapital is a wholly-owned direct subsidiary
of Dean Witter, Discover & Co. The principal address of the Dean Witter Funds
is Two World Trade Center, New York, New York 10048. The term "TCW/DW Funds"
refers to the following Funds: (1) TCW/DW Core Equity Trust, (2) TCW/DW North
American Government Income
4
<PAGE>
Trust, (3) TCW/DW Latin American Growth Fund, (4) TCW/DW Income and Growth Fund,
(5) TCW/DW Small Cap Growth Fund, (6) TCW/DW Balanced Fund, (7) TCW/DW North
American Intermediate Income Trust, registered open-end investment companies and
(8) TCW/DW Term Trust 2002, (9) TCW/DW Term Trust 2003, (10) TCW/DW Term Trust
2000, and (11) TCW/DW Emerging Markets Opportunities Trust, registered closed-
end investment companies.
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
Charles A. Chairman, Chief Executive Vice
Fiumefreddo Executive Officer President and Director
and Director of Dean Witter Reynolds Inc.
("DWR"); Chairman, Director
or Trustee, President and
Chief Executive Officer of
the Dean Witter Funds;
Chairman, Chief Executive
Officer and Trustee of the
TCW/DW Funds; Chairman and
Director of Dean Witter
Trust Company ("DWTC");
Chairman, Chief Executive
Officer and Director of Dean
Witter Distributors
Inc.("Distributors");
Formerly Executive Vice
President and Director of
Dean Witter, Discover & Co.
("DWDC"); Director and/or
officer of DWDC
subsidiaries.
Philip J. Director Chairman, Chief Executive
Purcell Officer and Director of DWDC
and DWR; Director of
Distributors; Director or
Trustee of the Dean Witter
Funds; Director and/or
officer of various DWDC
subsidiaries.
5
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
Richard M. Director President and Chief
DeMartini Operating Officer of
Dean Witter Capital
and Director of DWSC,
DWR and Distributors;
Trustee of the TCW/DW Funds.
James F. Director President and Chief
Higgins Operating Officer of
Dean Witter Financial;
Director of DWSC, DWR
and Distributors.
Thomas C. Schneider Executive Vice Executive Vice President,
President, Chief Chief Financial Officer and
Financial Officer Director of DWSC, DWR and
and Director Distributors.
Christine A. Director Executive Vice
Edwards President, Secretary,
General Counsel and
Director of DWSC, DWR and
Distributors.
Robert M. Scanlan President and Vice President of
Chief Operating the Dean Witter Funds
Officer and the TCW/DW Funds;
President of DWSC;
Executive Vice President of
Distributors; Executive
Vice President and Director
of DWTC.
David A. Hughey Executive Vice Vice President of the
President and Dean Witter Funds and
Chief Administrative the TCW/DW Funds;
Officer Executive Vice President,
Chief Administrative
Officer and Director of
DWTC; Executive Vice
President and Chief
Administrative Officer of
DWSC and Distributors.
6
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
Edmund C. Executive Vice Vice President of the
Puckhaber President Dean Witter Funds.
John Van Heuvelen Executive Vice President and Chief
President Executive Officer of
DWTC.
Sheldon Curtis Senior Vice Vice President,
President, Secretary and
General Counsel General Counsel of the
and Secretary Dean Witter Funds and the
TCW/DW Funds; Senior Vice
President and Secretary of
DWTC; Assistant Secretary
of DWR and DWDC; Senior
Vice President, Assistant
General Counsel and
Assistant Secretary of
Distributors.
Peter M. Avelar Senior Vice Vice President of
President various Dean Witter
Funds.
Mark Bavoso Senior Vice Vice President of
President various Dean Witter
Funds.
Thomas H. Connelly Senior Vice Vice President of
President various Dean Witter
Funds.
Edward Gaylor Senior Vice Vice President of
President various Dean Witter Funds.
Rajesh K. Gupta Senior Vice Vice President of
President various Dean Witter
Funds.
Kenton J. Senior Vice Vice President of
Hinchliffe President various Dean Witter
Funds.
John B. Kemp, III Senior Vice Director of the
President Provident Savings
Bank, Jersey City,
New Jersey.
7
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
Anita Kolleeny Senior Vice Vice President of
President various Dean Witter
Funds.
Jonathan R. Page Senior Vice Vice President of
President various Dean Witter
Funds.
Ira Ross Senior Vice Vice President of
President various Dean Witter
Funds.
Rochelle G. Siegel Senior Vice Vice President of
President various Dean Witter
Funds.
Paul D. Vance Senior Vice Vice President of
President various Dean Witter
Funds.
Elizabeth A. Senior Vice
Vetell President
James F. Willison Senior Vice Vice President of
President various Dean Witter
Funds.
Ronald Worobel Senior Vice Vice President of
President various Dean Witter
Funds.
Thomas F. Caloia First Vice Treasurer of the
President and Dean Witter Funds
Assistant Treasurer and the TCW/DW Funds;
Assistant Treasurer
of DWSC; Assistant
Treasurer of
Distributors.
Marilyn K. Cranney First Vice Assistant Secretary
President and of the Dean Witter
Assistant Funds and the TCW/DW
Secretary Funds; Vice President
and Assistant
Secretary of DWSC;
Assistant Secretary of
DWR and DWDC.
8
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
Barry Fink First Vice Assistant Secretary
President of the Dean Witter
Funds and TCW/DW
Funds; First Vice
President and
Assistant Secretary of
DWSC.
Michael First Vice First Vice President
Interrante President and and Controller of
Controller DWSC; Assistant
Treasurer of
Distributors.
Robert Zimmerman First Vice
President
Joseph Arcieri Vice President
Mark Bavoso Vice President
Douglas Brown Vice President
Rosalie Clough Vice President
B. Catherine Vice President
Connelly
Salavatore DeSteno Vice President Vice President of
DWSC.
Frank J. Devito Vice President
Dwight Doolan Vice President
Bruce Dunn Vice President
June Ewers Vice President
Geoffrey D. Vice President Vice President of
Flynn DWSC.
Bette Freedman Vice President
Deborah Genovese Vice President
Peter W. Gurman Vice President
Shant Harootunian Vice President
9
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
John Hechtlinger Vice President
David Johnson Vice President
Christopher Jones Vice President
Stanley Kapica Vice President
Konrad J. Krill Vice President
Paula LaCosta Vice President Vice President of
various Dean Witter
Funds.
Lawrence S. Lafer Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW
Funds; Vice President
and Assistant
Secretary of DWSC.
Thomas Lawlor Vice President
Lou Anne D. McInnis Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW
Funds; Vice President
of DWSC.
Sharon K. Milligan Vice President
James Mulcahy Vice President
James Nash Vice President
Hugh Rose Vice President
Ruth Rossi Vice President Assistant Secretary
and Assistant of the Dean Witter
Secretary Funds and the TCW/DW
Funds; Assistant
Secretary of DWSC.
Carl F. Sadler Vice President
Rafael Scolari Vice President
Rose Simpson Vice President
Stuart Smith Vice President
10
<PAGE>
Other Substantial
Business, Profession,
Position with Vocation or Employment,
Dean Witter including Name, Prin-
InterCapital cipal Address and
Name Inc. Nature of Connection
---- ---------------- ---------------------
Diane Lisa Sobin Vice President Vice President of
various Dean Witter
Funds.
Susanne Stager Vice President
Kathleen Stromberg Vice President Vice President of
various Dean Witter
Funds.
Vinh Q. Tran Vice President Vice President of
various Dean Witter
Funds.
Alice Weiss Vice President Vice President of
various Dean Witter
Funds.
Jayne M. Wolff Vice President
Marianne Zalys Vice President
Item 29. PRINCIPAL UNDERWRITERS
None
Item 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained by the Investment Manager at its offices, except records relating to
holders of shares issued by the Registrant, which are maintained by the
Registrant's Transfer Agent, at its place of business as shown in the
prospectus.
Item 31. MANAGEMENT SERVICES
Registrant is not a party to any such management-related service
contract.
Item 32. UNDERTAKINGS
The undersigned Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be
11
<PAGE>
audited, within four to six months from the effective date of the Registrant's
Registration Statement under the Securities Act of 1933.
The undersigned Registrant hereby undertakes to comply with the provisions
of Section 16 (c) of the Investment Company Act of 1940 with regard to
facilitating shareholder communications in the event the requisite percentage of
shareholders so requests, to the same extent as if Registrant were subject to
the provisions of that Section.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York on the 9th day of
June, 1994.
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
By: /s/Sheldon Curtis
--------------------------------
Sheldon Curtis
Trustee, Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer Chairman, President,
Trustee and Chief
Executive Officer
By: /s/Charles A. Fiumefreddo 06/09/94
----------------------------
Charles A. Fiumefreddo
By: /s/David A. Hughey Trustee 06/09/94
----------------------------
David A. Hughey
By: /s/Sheldon Curtis Trustee, Vice 06/09/94
---------------------------- President and
Sheldon Curtis Secretary
By: /s/ Thomas F. Caloia Treasurer, Chief 06/09/94
---------------------------- Financial Officer
Thomas F. Caloia and Chief Accounting
Officer
<PAGE>
EXHIBIT INDEX
1. -- Declaration of Trust of Registrant
2. -- By-Laws of Registrant
3. -- None
4. -- Not Applicable
5.(a) -- Form of Investment Management Agreement between Registrant and
Dean Witter InterCapital Inc. *
(b) -- Form of Sub-Advisory Agreement between Dean Witter InterCapital
Inc. and TCW Funds Management, Inc. *
(c) -- Form of Secondary Sub-Advisory Agreement between TCW Funds
Management, Inc. and TCW Asia Limited *
(d) -- Form of Secondary Sub-Advisory Agreement between TCW Funds
Management, Inc. and TCW London International, Limited *
6. -- None
7. -- None
8.(a)-- Form of Custodian Agreement *
(b)-- Form of Transfer Agency and Services Agreement between Registrant
and Dean Witter Trust Company *
9. -- Form of Services Agreement between Dean Witter InterCapital Inc.
and Dean Witter Services Company Inc.*
10. -- Opinion of Sheldon Curtis, Esq. *
11. -- Consent of Independent Accountants *
12. -- None
13. -- Investment Letter of Hartford Life Insurance Company *
14. -- None
15. -- None
16 -- Schedule for Computation of Performance Quotations -
to be filed with first post-effective amendment
Other-- Powers of Attorney *
- -----------------------------
* To Be filed in Pre-Effective Amendment No. 1
<PAGE>
DEAN WITTER
SELECT DIMENSIONS INVESTMENT SERIES
TWO WORLD TRADE CENTER
NEW YORK, NY 10048
DECLARATION OF TRUST
DATED: JUNE 2, 1994
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C> <C>
ARTICLE I -- NAME AND DEFINITIONS......................................................................... 2
Section 1.1 Name..................................................................................... 2
Section 1.2 Definitions.............................................................................. 2
ARTICLE II -- TRUSTEES.................................................................................... 3
Section 2.1 Number of Trustees....................................................................... 3
Section 2.2 Election and Term........................................................................ 3
Section 2.3 Resignation and Removal.................................................................. 3
Section 2.4 Vacancies................................................................................ 3
Section 2.5 Delegation of Power to Other Trustees.................................................... 3
ARTICLE III -- POWERS OF TRUSTEES......................................................................... 4
Section 3.1 General.................................................................................. 4
Section 3.2 Investments.............................................................................. 4
Section 3.3 Legal Title.............................................................................. 5
Section 3.4 Issuance and Repurchase of Securities.................................................... 5
Section 3.5 Borrowing Money; Lending Trust Assets.................................................... 5
Section 3.6 Delegation; Committees................................................................... 5
Section 3.7 Collection and Payment................................................................... 5
Section 3.8 Expenses................................................................................. 5
Section 3.9 Manner of Acting; By-Laws................................................................ 6
Section 3.10 Miscellaneous Powers..................................................................... 6
Section 3.11 Principal Transactions................................................................... 6
Section 3.12 Litigation............................................................................... 6
ARTICLE IV -- INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT............................... 7
Section 4.1 Investment Adviser....................................................................... 7
Section 4.2 Administrative Services.................................................................. 7
Section 4.3 Distributor.............................................................................. 7
Section 4.4 Transfer Agent........................................................................... 7
Section 4.5 Custodian................................................................................ 7
Section 4.6 Parties to Contract...................................................................... 7
ARTICLE V -- LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS................................ 8
Section 5.1 No Personal Liability of Shareholders, Trustees, etc..................................... 8
Section 5.2 Non-Liability of Trustees, etc........................................................... 8
Section 5.3 Indemnification.......................................................................... 8
Section 5.4 No Bond Required of Trustees............................................................. 9
Section 5.5 No Duty of Investigation; Notice in Trust Instruments, etc............................... 9
Section 5.6 Reliance on Experts, etc................................................................. 9
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----------
ARTICLE VI -- SHARES OF BENEFICIAL INTEREST............................................................... 9
<S> <C> <C>
Section 6.1 Beneficial Interest...................................................................... 9
Section 6.2 Rights of Shareholders................................................................... 10
Section 6.3 Trust Only............................................................................... 10
Section 6.4 Issuance of Shares....................................................................... 10
Section 6.5 Register of Shares....................................................................... 10
Section 6.6 Transfer of Shares....................................................................... 10
Section 6.7 Notices.................................................................................. 11
Section 6.8 Voting Powers............................................................................ 11
Section 6.9 Series or Classes of Shares.............................................................. 11
ARTICLE VII -- REDEMPTIONS................................................................................ 13
Section 7.1 Redemptions.............................................................................. 13
Section 7.2 Redemption at the Option of the Trust.................................................... 13
Section 7.3 Effect of Suspension of Determination of Net Asset Value................................. 14
Section 7.4 Suspension of Right of Redemption........................................................ 14
ARTICLE VIII -- DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS............................ 14
Section 8.1 Net Asset Value.......................................................................... 14
Section 8.2 Distributions to Shareholders............................................................ 14
Section 8.3 Determination of Net Income.............................................................. 15
Section 8.4 Power to Modify Foregoing Procedures..................................................... 15
ARTICLE IX -- DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC..................................... 15
Section 9.1 Duration................................................................................. 15
Section 9.2 Termination of Trust or a Series......................................................... 15
Section 9.3 Amendment Procedure...................................................................... 16
Section 9.4 Merger, Consolidation and Sale of Assets................................................. 16
Section 9.5 Incorporation............................................................................ 17
ARTICLE X -- REPORTS TO SHAREHOLDERS...................................................................... 17
ARTICLE XI -- MISCELLANEOUS............................................................................... 17
Section 11.1 Filing................................................................................... 17
Section 11.2 Resident Agent........................................................................... 17
Section 11.3 Governing Law............................................................................ 18
Section 11.4 Counterparts............................................................................. 18
Section 11.5 Reliance by Third Parties................................................................ 18
Section 11.6 Provisions in Conflict with Law or Regulations........................................... 18
Section 11.7 Use of the Name "Dean Witter"............................................................ 18
Section 11.8 Principal Place of Business.............................................................. 18
SIGNATURE PAGE............................................................................................ 19
</TABLE>
ii
<PAGE>
DECLARATION OF TRUST
OF
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
DATED: JUNE 2, 1994
THE DECLARATION OF TRUST of Dean Witter Select Dimensions Investment Series
is made the 2nd day of June, 1994 by the parties signatory hereto, as trustees
(such persons, so long as they shall continue in office in accordance with the
terms of this Declaration of Trust, and all other persons who at the time in
question have been duly elected or appointed as trustees in accordance with the
provisions of this Declaration of Trust and are then in office, being
hereinafter called the "Trustees").
WITNESSETH:
WHEREAS, the Trustees desire to form a trust fund under the laws of
Massachusetts for the investment and reinvestment of funds contributed thereto;
and
WHEREAS, it is provided that the beneficial interest in the trust assets be
divided into transferable shares of beneficial interest as hereinafter provided;
NOW, THEREFORE, the Trustees hereby declare that they will hold in trust,
all money and property contributed to the trust fund to manage and dispose of
the same for the benefit of the holders from time to time of the shares of
beneficial interest issued hereunder and subject to the provisions hereof, to
wit:
1
<PAGE>
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. NAME. The name of the trust created hereby is the "Dean
Witter Select Dimensions Investment Series," and so far as may be practicable
the Trustees shall conduct the Trust's activities, execute all documents and sue
or be sued under that name, which name (and the word "Trust" wherever herein
used) shall refer to the Trustees as Trustees, and not as individuals, or
personally, and shall not refer to the officers, agents, employees or
Shareholders of the Trust. Should the Trustees determine that the use of such
name is not advisable, they may use such other name for the Trust as they deem
proper and the Trust may hold its property and conduct its activities under such
other name.
Section 1.2. DEFINITIONS. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "BY-LAWS" means the By-Laws referred to in Section 3.9 hereof, as
from time to time amended.
(b) the terms "COMMISSION," "AFFILIATED PERSON" and "INTERESTED PERSON,"
have the meanings given them in the 1940 Act.
(c) "DECLARATION" means this Declaration of Trust as amended from time
to time. Reference in this Declaration of Trust to "DECLARATION," "HEREOF,"
"HEREIN" and "HEREUNDER" shall be deemed to refer to this Declaration rather
than the article or section in which such words appear.
(d) "DISTRIBUTOR" means the party, other than the Trust, to a contract
described in Section 4.3 hereof.
(e) "FUNDAMENTAL POLICIES" shall mean the investment policies and
restrictions set forth in the Prospectus and Statement of Additional
Information and designated as fundamental policies therein.
(f) "INVESTMENT ADVISER" means any party, other than the Trust, to a
contract described in Section 4.1 hereof.
(g) "MAJORITY SHAREHOLDER VOTE" means the vote of the holders of a
majority of Shares, which shall consist of: (i) a majority of Shares
represented in person or by proxy and entitled to vote at a meeting of
Shareholders at which a quorum, as determined in accordance with the
By-Laws, is present; (ii) a majority of Shares issued and outstanding and
entitled to vote when action is taken by written consent of Shareholders;
and (iii) a "majority of the outstanding voting securities," as the phrase
is defined in the 1940 Act, when any action is required by the 1940 Act by
such majority as so defined.
(h) "1940 ACT" means the Investment Company Act of 1940 and the rules
and regulations thereunder as amended from time to time.
(i) "PERSON" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof.
(j) "PROSPECTUS" means the Prospectus and Statement of Additional
Information constituting parts of the Registration Statement of the Trust
under the Securities Act of 1933 as such Prospectus and Statement of
Additional Information may be amended or supplemented and filed with the
Commission from time to time.
(k) "SERIES" means one of the separately managed components of the Trust
(or, if the Trust shall have only one such component, then that one) as set
forth in Section 6.1 hereof or as may be established and designated from
time to time by the Trustees pursuant to that section.
(l) "SHAREHOLDER" means a record owner of outstanding Shares.
2
<PAGE>
(m) "SHARES" means the units of interest into which the beneficial
interest in the Trust shall be divided from time to time, including the
shares of any and all series or classes which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares.
(n) "TRANSFER AGENT" means the party, other than the Trust, to the
contract described in Section 4.4 hereof.
(o) "TRUST" means the Dean Witter Select Dimensions Investment Series.
(p) "TRUST PROPERTY" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees.
(q) "TRUSTEES" means the persons who have signed the Declaration, so
long as they shall continue in office in accordance with the terms hereof,
and all other persons who may from time to time be duly elected or
appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and reference herein to a Trustee or the Trustees shall
refer to such person or persons in their capacity as trustees hereunder.
ARTICLE II
TRUSTEES
Section 2.1. NUMBER OF TRUSTEES. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three (3) nor more than fifteen (15).
Section 2.2. ELECTION AND TERM. The Trustees shall be elected by a vote of
a majority of the outstanding voting securities, as defined by the 1940 Act,
held by the initial shareholder(s) (i.e., the person(s) that supplied the seed
capital required under Section 14(a) of the 1940 Act). The Trustees shall have
the power to set and alter the terms of office of the Trustees, and they may at
any time lengthen or lessen their own terms or make their terms of unlimited
duration, subject to the resignation and removal provisions of Section 2.3
hereof. Subject to Section 16(a) of the 1940 Act, the Trustees may elect their
own successors and may, pursuant to Section 2.4 hereof, appoint Trustees to fill
vacancies. The Trustees shall adopt By-Laws not inconsistent with this
Declaration or any provision of law to provide for election of Trustees by
Shareholders at such time or times as the Trustees shall determine to be
necessary or advisable.
Section 2.3. RESIGNATION AND REMOVAL. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the other Trustees and such resignation shall be
effective upon such delivery, or at a later date according to the terms of the
instrument. Any of the Trustees may be removed (provided the aggregate number of
Trustees after such removal shall not be less than the number required by
Section 2.1 hereof) by the action of two-thirds of the remaining Trustees or by
the action of the Shareholders of record of not less than two-thirds of the
Shares outstanding (for purposes of determining the circumstances and procedures
under which such removal by the Shareholders may take place, the provisions of
Section 16(c) of the 1940 Act or of the corporate or business statute of any
state in which shares of the Trust are sold, shall be applicable to the same
extent as if the Trust were subject to the provisions of that Section). Upon the
resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee,
he shall execute and deliver such documents as the remaining Trustees shall
require for the purpose of conveying to the Trust or the remaining Trustees any
Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.
Section 2.4. VACANCIES. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, resignation, removal,
bankruptcy, adjudicated incompetence or other incapacity to perform the duties
of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an
3
<PAGE>
existing vacancy existing by reason of an increase in the number of Trustees,
subject to the provisions of Section 16(a) of the 1940 Act, the remaining
Trustees shall fill such vacancy by the appointment of such other person as they
or he, in their or his discretion, shall see fit, made by a written instrument
signed by a majority of the remaining Trustees. Any such appointment shall not
become effective, however, until the person named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of the Declaration. An appointment of a Trustee
may be made in anticipation of a vacancy to occur at a later date by reason of
retirement, resignation or increase in the number of Trustees, provided that
such appointment shall not become effective prior to such retirement,
resignation or increase in the number of Trustees. Whenever a vacancy in the
number of Trustees shall occur, until such vacancy is filled as provided in this
Section 2.4, the Trustees in office, regardless of their number, shall have all
the powers granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by the Declaration. A written instrument certifying the
existence of such vacancy signed by a majority of the Trustees shall be
conclusive evidence of the existence of such vacancy.
Section 2.5. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
less than two (2) Trustees personally exercise the powers granted to the
Trustees under the Declaration except as herein otherwise expressly provided.
ARTICLE III
POWERS OF TRUSTEES
Section 3.1. GENERAL. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by the Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts.
In any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities wheresoever in the world they may be
located as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
the Declaration, the presumption shall be in favor of a grant of power to the
Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 3.2. INVESTMENTS. The Trustees shall have the power to:
(a) conduct, operate and carry on the business of an investment company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute, lend or
otherwise deal in or dispose of negotiable or nonnegotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, reverse repurchase
agreements, options, commodities, commodity futures contracts and related
options, currencies, currency futures and forward contracts, and other
securities, investment contracts and other instruments of any kind,
including, without limitation, those issued, guaranteed or sponsored by any
and all Persons including, without limitation, states, territories and
possessions of the United States, the District of Columbia and any of the
political subdivisions, agencies or instrumentalities thereof, and by the
United States Government or its agencies or instrumentalities, foreign or
international instrumentalities, or by any bank or savings institution, or
by any corporation or organization organized under the laws of
4
<PAGE>
the United States or of any state, territory or possession thereof, and of
corporations or organizations organized under foreign laws, or in "when
issued" contracts for any such securities, or retain Trust assets in cash
and from time to time change the investments of the assets of the Trust; and
to exercise any and all rights, powers and privileges of ownership or
interest in respect of any and all such investments of every kind and
description, including, without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more
persons, firms, associations or corporations to exercise any of said rights,
powers and privileges in respect of any of said instruments; and the
Trustees shall be deemed to have the foregoing powers with respect to any
additional securities in which the Trust may invest should the Fundamental
Policies be amended.
The Trustees shall not be limited to investing in obligations maturing before
the possible termination of the Trust, nor shall the Trustees be limited by any
law limiting the investments which may be made by fiduciaries.
Section 3.3. LEGAL TITLE. Legal title to all the Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust, or in the name of any
other Person as nominee, on such terms as the Trustees may determine, provided
that the interest of the Trust therein is appropriately protected. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
resignation, removal or death of a Trustee he shall automatically cease to have
any right, title or interest in any of the Trust Property, and the right, title
and interest of such Trustee in the Trust Property shall vest automatically in
the remaining Trustees. Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered.
Section 3.4. ISSUANCE AND REPURCHASE OF SECURITIES. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII, VIII and IX and Section 6.9
hereof, to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the Trust, whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the laws
of the Commonwealth of Massachusetts governing business corporations.
Section 3.5. BORROWING MONEY; LENDING TRUST ASSETS. Subject to the
Fundamental Policies, the Trustee shall have power to borrow money or otherwise
obtain credit and to secure the same by mortgaging, pledging or otherwise
subjecting as security the assets of the Trust, to endorse, guarantee, or
undertake the performance of any obligation, contract or engagement of any other
Person and to lend Trust assets.
Section 3.6. DELEGATION; COMMITTEES. The Trustees shall have power,
consistent with their continuing exclusive authority over the management of the
Trust and the Trust Property, to delegate from time to time to such of their
number or to officers, employees or agents of the Trust the doing of such things
and the execution of such instruments either in the name of the Trust or the
names of the Trustees or otherwise as the Trustees may deem expedient.
Section 3.7. COLLECTION AND PAYMENT. Subject to Section 6.9 hereof, the
Trustees shall have power to collect all property due to the Trust; to pay all
claims, including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to foreclose
any security interest securing any obligations, by virtue of which any property
is owed to the Trust; and to enter into releases, agreements and other
instruments.
Section 3.8. EXPENSES. Subject to Section 6.9 hereof, the Trustees shall
have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of the
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all officers,
employees and Trustees.
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Section 3.9. MANNER OF ACTING; BY-LAWS. Except as otherwise provided
herein or in the By-Laws or by any provision of law, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
Trustees (a quorum being present), including any meeting held by means of a
conference telephone circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other, or by
written consents of all the Trustees. The Trustees may adopt By-Laws not
inconsistent with this Declaration to provide for the conduct of the business of
the Trust and may amend or repeal such By-Laws to the extent such power is not
reserved to the Shareholders.
Section 3.10. MISCELLANEOUS POWERS. The Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Trust or any Series thereof; (b) enter
into joint ventures, partnerships and any other combinations or associations;
(c) remove Trustees or fill vacancies in or add to their number, elect and
remove such officers and appoint and terminate such agents or employees as they
consider appropriate, and appoint from their own number, and terminate, any one
or more committees which may exercise some or all of the power and authority of
the Trustees as the Trustees may determine; (d) purchase, and pay for out of
Trust Property or the property of the appropriate Series of the Trust, insurance
policies insuring the Shareholders, Trustees, officers, employees, agents,
investment advisers, distributors, selected dealers or independent contractors
of the Trust against all claims arising by reason of holding any such position
or by reason of any action taken or omitted to be taken by any such Person in
such capacity, whether or not constituting negligence, or whether or not the
Trust would have the power to indemnify such Person against such liability; (e)
establish pension, profit-sharing, Share purchase, and other retirement,
incentive and benefit plans for any Trustees, officers, employees and agents of
the Trust; (f) to the extent permitted by law, indemnify any person with whom
the Trust or any Series thereof has dealings, including any Investment Adviser,
Distributor, Transfer Agent and selected dealers, to such extent as the Trustees
shall determine; (g) guarantee indebtedness or contractual obligations of
others; (h) determine and change the fiscal year of the Trust or any Series
thereof and the method by which its accounts shall be kept; and (i) adopt a seal
for the Trust but the absence of such seal shall not impair the validity of any
instrument executed on behalf of the Trust.
Section 3.11. PRINCIPAL TRANSACTIONS. Except in transactions permitted by
the 1940 Act or any rule or regulation thereunder, or any order of exemption
issued by the Commission, or effected to implement the provisions of any
agreement to which the Trust is a party, the Trustees shall not, on behalf of
the Trust, buy any securities (other than Shares) from or sell any securities
(other than Shares) to, or lend any assets of the Trust or any Series thereof
to, any Trustee or officer of the Trust or any firm of which any such Trustee or
officer is a member acting as principal, or have any such dealings with any
Investment Adviser, Distributor or Transfer Agent or with any Affiliated Person
of such Person; but the Trust or any Series thereof may employ any such Person,
or firm or company in which such Person is an Interested Person, as broker,
legal counsel, registrar, transfer agent, dividend disbursing agent or custodian
upon customary terms.
Section 3.12. LITIGATION. The Trustees shall have the power to engage in
and to prosecute, defend, compromise, abandon, or adjust, by arbitration, or
otherwise, any actions, suits, proceedings, disputes, claims, and demands
relating to the Trust, and out of the assets of the Trust or any Series thereof
to pay or to satisfy any debts, claims or expenses incurred in connection
therewith, including those of litigation, and such power shall include without
limitation the power of the Trustees or any appropriate committee thereof, in
the exercise of their or its good faith business judgment, to dismiss any
action, suit, proceeding, dispute, claim, or demand, derivative or otherwise,
brought by any person, including a Shareholder in its own name or the name of
the Trust, whether or not the Trust or any of the Trustees may be named
individually therein or the subject matter arises by reason of business for or
on behalf of the Trust.
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ARTICLE IV
INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN AND TRANSFER AGENT
Section 4.1. INVESTMENT ADVISER. Subject to approval by a Majority
Shareholder Vote, the Trustees may in their discretion from time to time enter
into one or more investment advisory or management contracts or, if the Trustees
establish multiple Series, separate investment advisory or management contracts
with respect to one or more Series whereby the other party or parties to any
such contracts shall undertake to furnish the Trust or such Series such
management, investment advisory, administration, accounting, legal, statistical
and research facilities and services, promotional or marketing activities, and
such other facilities and services, if any, as the Trustees shall from time to
time consider desirable and all upon such terms and conditions as the Trustees
may in their discretion determine. The vote of the initial shareholder(s) shall
constitute "majority shareholder vote" if such agreements are entered into prior
to a public offering of Shares of the Trust. Notwithstanding any provisions of
the Declaration, the Trustees may authorize the Investment Advisers, or any of
them, under any such contracts (subject to such general or specific instructions
as the Trustees may from time to time adopt) to effect purchases, sales, loans
or exchanges of portfolio securities and other investments of the Trust on
behalf of the Trustees or may authorize any officer, employee or Trustee to
effect such purchases, sales, loans or exchanges pursuant to recommendations of
such Investment Advisers, or any of them (and all without further action by the
Trustees). Any such purchases, sales, loans and exchanges shall be deemed to
have been authorized by all of the Trustees. The Trustees may, in the their sole
discretion, call a meeting of Shareholders in order to submit to a vote of
Shareholders at such meeting the approval or continuance of any such investment
advisory or management contract. If the Shareholders of any one or more of the
Series of the Trust should fail to approve any such investment advisory or
management contract, the Investment Adviser may nonetheless serve as Investment
Adviser with respect to any Series whose Shareholders approve such contract.
Section 4.2. ADMINISTRATIVE SERVICES. The Trustees may in their discretion
from time to time contract for administrative personnel and services whereby the
other party shall agree to provide the Trustees or the Trust administrative
personnel and services to operate the Trust on a daily or other basis, on such
terms and conditions as the Trustees may in their discretion determine. Such
services may be provided by one or more persons or entities.
Section 4.3. DISTRIBUTOR. The Trustees may in their discretion from time
to time enter into one or more contracts, providing for the sale of Shares to
net the Trust or the applicable Series of the Trust not less than the net asset
value per Share (as described in Article VIII hereof) and pursuant to which the
Trust may either agree to sell the Shares to the other parties to the contracts,
or any of them, or appoint any such other party its sales agent for such Shares.
In either case, any such contract shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the provisions
of Article IV, including, without limitation, the provision for the repurchase
or sale of shares of the Trust by such other party as principal or as agent of
the Trust.
Section 4.4. TRANSFER AGENT. The Trustees may in their discretion from
time to time enter into a transfer agency and shareholder service contract
whereby the other party to such contract shall undertake to furnish transfer
agency and shareholder services to the Trust. The contract shall have such terms
and conditions as the Trustees may in their discretion determine not
inconsistent with the Declaration. Such services may be provided by one or more
Persons.
Section 4.5. CUSTODIAN. The Trustees may appoint or otherwise engage one
or more banks or trust companies, each having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least five
million dollars ($5,000,000) to serve as Custodian with authority as its agent,
but subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust.
Section 4.6. PARTIES TO CONTRACT. Any contract of the character described
in Sections 4.1, 4.2, 4.3, 4.4 or 4.5 of this Article IV and any other contract
may be entered into with any Person, although one or
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more of the Trustees or officers of the Trust may be an officer, director,
trustee, shareholder, or member of such other party to the contract, and no such
contract shall be invalidated or rendered voidable by reason of the existence of
such relationship; nor shall any Person holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust under
or by reason of such contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered into was not
inconsistent with the provisions of this Article IV. The same Person may be the
other party to any contracts entered into pursuant to Sections 4.1, 4.2, 4.3,
4.4 or 4.5 above or otherwise, and any individual may be financially interested
or otherwise affiliated with Persons who are parties to any or all of the
contracts mentioned in this Section 4.6.
ARTICLE V
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 5.1. NO PERSONAL LIABILITY OF SHAREHOLDERS, TRUSTEES, ETC. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than the Trust or its
Shareholders, in connection with the Trust Property or the affairs of the Trust,
save only that arising from bad faith, willful misfeasance, gross negligence or
reckless disregard for his duty to such Person; and all such Persons shall look
solely to the Trust Property, or to the Property of one or more specific Series
of the Trust if the claim arises from the conduct of such Trustee, officer,
employee or agent with respect to only such Series, for satisfaction of claims
of any nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee or agent, as such, of the Trust is made
to any suit or proceeding to enforce any such liability, he shall not, on
account thereof, be held to any personal liability. The Trust shall indemnify
out of the property of the Trust and hold each Shareholder harmless from and
against all claims and liabilities, to which such Shareholder may become subject
by reason of his being or having been a Shareholder, and shall reimburse such
Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability; provided that, in the event the
Trust shall consist of more than one Series, Shareholders of a particular Series
who are faced with claims or liabilities solely by reason of their status as
Shareholders of that Series shall be limited to the assets of that Series for
recovery of such loss and related expenses. The rights accruing to a Shareholder
under this Section 5.1 shall not exclude any other right to which such
Shareholder may be lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.
Section 5.2. NON-LIABILITY OF TRUSTEES, ETC. No Trustee, officer, employee
or agent of the Trust shall be liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for this own
bad faith, willful misfeasance, gross negligence or reckless disregard of his
duties.
Section 5.3. INDEMNIFICATION. (a) The Trustees shall provide for
indemnification by the Trust, or by one or more Series thereof if the claim
arises from his or her conduct with respect to only such Series, of any person
who is, or has been, a Trustee, officer, employee or agent of the Trust against
all liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a
Trustee, officer, employee or agent and against amounts paid or incurred by him
in the settlement thereof, in such manner as the Trustees may provide from time
to time in the By-Laws.
(b) The words "claim," "action," "suit," or "proceeding" shall apply to all
claims, actions, suits or proceedings (civil, criminal, or other, including
appeals), actual or threatened; and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
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Section 5.4. NO BOND REQUIRED OF TRUSTEES. No Trustee shall be obligated
to give any bond or other security for the performance of any of his duties
hereunder.
Section 5.5. NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS,
ETC. No purchaser, lender, transfer agent or other Person dealing with the
Trustees or any officer, employee or agent of the Trust or a Series thereof
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer, employee or agent or
be liable for the application of money or property paid, loaned or delivered to
or on the order of the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other security of the
Trust or a Series thereof or undertaking, and every other act or thing
whatsoever executed in connection with the Trust shall be conclusively presumed
to have been executed or done by the executors thereof only in their capacity as
officers, employees or agents of the Trust or a Series thereof. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking made or issued by the Trustees shall recite that the same
is executed or made by them not individually, but as Trustees under the
Declaration, and that the obligations of the Trust or a Series thereof under any
such instrument are not binding upon any of the Trustees or Shareholders,
individually, but bind only the Trust Estate (or, in the event the Trust shall
consist of more than one Series, in the case of any such obligation which
relates to a specific Series, only the Series which is a party thereto), and may
contain any further recital which they or he may deem appropriate, but the
omission of such recital shall not affect the validity of such obligation,
contract instrument, certificate, Share, security or undertaking and shall not
operate to bind the Trustees or Shareholders individually. The Trustees shall at
all times maintain insurance for the protection of the Trust Property, its
Shareholders, Trustees, officers, employees and agents in such amount as the
Trustees shall deem adequate to cover possible tort liability, and such other
insurance as the Trustees in their sole judgment shall deem advisable.
Section 5.6. RELIANCE ON EXPERTS, ETC. Each Trustee and officer or
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust, upon an opinion of counsel, or upon reports made to the Trust by
any of its officers or employees or by any Investment Adviser, Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 6.1. BENEFICIAL INTEREST. The interest of the beneficiaries
hereunder shall be divided into transferable shares of beneficial interest of
$.01 par value. The number of such shares of beneficial interest authorized
hereunder is unlimited. The Trustee shall have the authority to establish and
designate one or more Series of classes or shares. Each share of any Series
shall represent an equal proportionate share in the assets of that Series with
each other Share in that Series. The Trustees may divide or combine the shares
of any Series into a greater or lesser number of shares in that Series without
thereby changing the proportionate interests in the assets of that Series. The
Trustees hereby establish and designate the following twelve Series: the Money
Market Portfolio, the North American Government Securities Portfolio, the
Diversified Income Portfolio, the Balanced Portfolio, the Utilities Portfolio,
the Dividend Growth Portfolio, the Value-Added Market Portfolio, the Core Equity
Portfolio, the American Value Portfolio, the Global Equity Portfolio, the
Developing Growth Portfolio and the Emerging Markets Portfolio. Subject to the
provisions of Section 6.9 hereof, the Trustees may also authorize the creation
of additional series of shares (the proceeds of which may be invested in
separate, independently managed portfolios) and additional classes of shares
within any series. All Shares issued hereunder including, without limitation,
Shares issued in connection with a dividend in Shares or a split in Shares,
shall be fully paid and nonassessable.
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Section 6.2. RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property
of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition of division of
any property, profits, rights or interests of the Trust nor can they be called
upon to assume any losses of the Trust or suffer an assessment of any kind by
virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights in the Declaration specifically set forth. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights, except as the Trustees may determine with respect to any series
of Shares.
Section 6.3. TRUST ONLY. It is the intention of the Trustees to create
only the relationship of Trustees and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustee to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in the Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section 6.4. ISSUANCE OF SHARES. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares of any Series,
in addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with the
assumption of liabilities) and businesses. In connection with any issuance of
Shares, the Trustees may issue fractional Shares. The Trustees may from time to
time divide or combine the Shares of any Series into a greater or lesser number
without thereby changing the proportionate beneficial interests in that Series.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or fractions of a Share as described in the Prospectus.
Section 6.5. REGISTER OF SHARES. A register shall be kept in respect of
each Series at the principal office of the Trust or at an office of the Transfer
Agent which shall contain the names and addresses of the Shareholders and the
number of Shares of each Series held by them respectively and a record of all
transfers thereof. Such register may be in written form or any other form
capable of being converted into written form within a reasonable time for visual
inspection. Such register shall be conclusive as to who are the holders of the
Shares and who shall be entitled to receive dividends or distributions or
otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall
be entitled to receive payment of any dividend or distribution, nor to have
notice given to him as herein or in the By-Laws provided, until he has given his
address to the Transfer Agent or such other officer or agent of the Trustees as
shall keep the said register for entry thereon. It is not contemplated that
certificates will be issued for the Shares; however, the Trustees, in their
discretion, may authorize the issuance of Share certificates and promulgate
appropriate rules and regulations as to their use.
Section 6.6. TRANSFER OF SHARES. Shares shall be transferable on the
records of the Trust only by the record holder or by his agent thereunto duly
authorized in writing, upon delivery to the Trustees or the Transfer Agent of a
duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any
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officer or agent of the Trust shall be affected by any notice of such death,
bankruptcy or incompetence, or other operation of law, except as may otherwise
be provided by the laws of the Commonwealth of Massachusetts.
Section 6.7. NOTICES. Any and all notices to which any Shareholder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust. Annual reports and proxy
statements need not be sent to a shareholder if: (i) an annual report and proxy
statement for two consecutive annual meetings, or (ii) all, and at least two,
checks (if sent by first class mail) in payment of dividends or interest and
shares during a twelve month period have been mailed to such shareholder's
address and have been returned undelivered. However, delivery of such annual
reports and proxy statements shall resume once a Shareholder's current address
is determined.
Section 6.8. VOTING POWERS. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.2 hereof, (ii) for the
removal of Trustees as provided in Section 2.3 hereof, (iii) with respect to any
investment advisory or management contract as provided in Section 4.1, (iv) with
respect to termination of the Trust as provided in Section 9.2, (v) with respect
to any amendment of the Declaration to the extent and as provided in Section
9.3, (vi) with respect to any merger, consolidation or sale of assets as
provided in Section 9.4, (vii) with respect to incorporation of the Trust to the
extent and as provided in Section 9.5, (viii) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders
(provided that Shareholders of a Series are not entitled to vote in connection
with the bringing of a derivative or class action with respect to any matter
which only affects another Series or its Shareholders), (ix) with respect to any
plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act
and (x) with respect to such additional matters relating to the Trust as may be
required by law, the Declaration, the By-Laws or any registration of the Trust
with the Commission (or any successor agency) or any state, or as and when the
Trustee may consider necessary or desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote, except that Shares
held in the treasury of the Trust as of the record date, as determined in
accordance with the By-Laws, shall not be voted. On any matter submitted to a
vote of Shareholders, all Shares shall be voted by individual Series except (1)
when required by the 1940 Act, Shares shall be voted in the aggregate and not by
individual Series; and (2) when the Trustees have determined that the matter
affects only the interests of one or more Series, then only the Shareholders of
such Series shall be entitled to vote thereon. The Trustees may, in conjunction
with the establishment of any further Series or any classes of Shares, establish
conditions under which the several series or classes of Shares shall have
separate voting rights or no voting rights. There shall be no cumulative voting
in the election of Trustees. Until Shares are issued, the Trustees may exercise
all rights of Shareholders and may take any action required by law, the
Declaration or the By-Laws to be taken by Shareholders. The By-Laws may include
further provisions for Shareholders' votes and meetings and related matters.
Section 6.9. SERIES OR CLASSES OF SHARES. The following provisions are
applicable regarding the Series of Shares of the Trust established in Section
6.1 hereof and shall be applicable if the Trustees shall establish additional
Series or shall divide the shares of any Series into two or more classes, also
as provided in Section 6.1 hereof, and all provisions relating to the Trust
shall apply equally to each Series thereof except as the context requires:
(a) The number of authorized shares and the number of shares of each
Series or of each class that may be issued shall be unlimited. The Trustees
may classify or reclassify any unissued shares or any shares previously
issued and reacquired of any Series or class into one or more Series or one
or more classes that may be established and designated from time to time.
The Trustees may hold as treasury shares (of the same or some other Series
or class), reissue for such consideration and on such terms as they may
determine, or cancel any shares of any Series or any class reacquired by the
Trust at their discretion from time to time.
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(b) The power of the Trustees to invest and reinvest the Trust Property
shall be governed by Section 3.2 of this Declaration with respect to any one
or more Series which represents the interests in the assets of the Trust
immediately prior to the establishment of any additional Series and the
power of the Trustees to invest and reinvest assets applicable to any other
Series shall be as set forth in the instrument of the Trustees establishing
such series which is hereinafter described.
(c) All consideration received by the Trust for the issue or sale of
shares of a particular Series or class together with all assets in which
such consideration is invested or reinvested, all income, earnings, profits,
and proceeds thereof, including any proceeds derived from the sale, exchange
or liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series or class for all purposes, subject only to
the rights of creditors, and shall be so recorded upon the books of account
of the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payment which are not readily
identifiable as belonging to any particular Series or class, the Trustee
shall allocate them among any one or more of the Series or classes
established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable. Each such
allocation by the Trustees shall be conclusive and binding upon the
shareholders of all Series or classes for all purposes. No holder of Shares
of any Series shall have any claim on or right to any assets allocated or
belonging to any other Series.
(d) The assets belonging to each particular Series shall be charged with
the liabilities of the Trust in respect of that Series and all expenses,
costs, charges and reserves attributable to that Series. All expenses and
liabilities incurred or arising in connection with a particular Series, or
in connection with the management thereof, shall be payable solely out of
the assets of that Series and creditors of a particular Series shall be
entitled to look solely to the property of such Series for satisfaction of
their claims. Any general liabilities, expenses, costs, charges or reserves
of the Trust which are not readily identifiable as belonging to any
particular Series shall be allocated and charged by the Trustees to and
among any one or more of the series established and designated from time to
time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive
and binding upon the holders of all Series for all purposes. The Trustees
shall have full discretion, to the extent not inconsistent with the 1940
Act, to determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be conclusive and
binding upon the shareholders.
(e) The power of the Trustees to pay dividends and make distributions
shall be governed by Section 8.2 of this Declaration with respect to any one
or more Series or classes which represents the interests in the assets of
the Trust immediately prior to the establishment of any additional Series or
classes. With respect to any other Series or class, dividends and
distributions on shares of a particular Series or class may be paid with
such frequency as the Trustees may determine, which may be daily or
otherwise, pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustee may determine, to the holders of
shares of that Series or class, from such of the income and capital gains,
accrued or realized, from the assets belonging to that Series or class, as
the Trustees may determine, after providing for actual and accrued
liabilities belonging to that Series or class. All dividends and
distributions on shares of a particular Series or class shall be distributed
pro rata to the holders of that Series or class in proportion ot the number
of shares of that Series or class held by such holders at the date and time
of record established for the payment of such dividends or distributions.
(f) The Trustees shall have the power to determine the designations,
preferences, privileges, limitations and rights, including voting and
dividend rights, of each class and Series of Shares.
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(g) Subject to compliance with the requirements of the 1940 Act, the
Trustees shall have the authority to provide that the holders of Shares of
any Series or class shall have the right to convert or exchange said Shares
into Shares of one or more Series of Shares in accordance with such
requirements and procedures as may be established by the Trustees.
(h) The establishment and designation of any Series or class of shares
in addition to those established in Section 6.1 hereof shall be effective
upon the execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights,
preferences, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of such Series or
class, or as otherwise provided in such instrument. At any time that there
are no shares outstanding of any particular Series or class previously
established or designated, the Trustee may by an instrument executed by a
majority of their number abolish that Series or class and the establishment
and designation thereof. Each instrument referred to in this paragraph shall
have the status of an amendment to this Declaration.
(i) Shareholders of a Series shall not be entitled to participate in a
derivative or class action with respect to any matter which only affects
another Series or its Shareholders.
(j) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a Series
shall be entitled to receive his pro rata share of distributions of income
and capital gains made with respect to such Series. In the event of the
liquidation of a particular Series, the Shareholders of that Series which
has been established and designated and which is being liquidated shall be
entitled to receive, when and as declared by the Trustees, the excess of the
assets belonging to that Series over the liabilities belonging to that
Series. The holders of Shares of any Series shall not be entitled hereby to
any distribution upon liquidation of any other Series. The assets so
distributable to the Shareholders of any Series shall be distributed among
such Shareholders in proportion to the number of Shares of that Series held
by them and recorded on the books of the Trust. The liquidation of any
particular Series in which there are Shares then outstanding may be
authorized by an instrument in writing, without a meeting, signed by a
majority of the Trustees then in office, subject to the approval of a
majority of the outstanding voting securities of that Series, as that phrase
is defined in the 1940 Act.
ARTICLE VII
REDEMPTIONS
Section 7.1. REDEMPTIONS. Each Shareholder of a particular Series shall
have the right at such times as may be permitted by the Trust to require the
Trust to redeem all or any part of his Shares of that Series, upon and subject
to the terms and conditions provided in this Article VII. The Trust shall, upon
application of any Shareholder or pursuant to authorization from any
Shareholder, redeem or repurchase from such Shareholder outstanding shares for
an amount per share determined by the Trustees in accordance with any applicable
laws and regulations; provided that (a) such amount per share shall not exceed
the cash equivalent of the proportionate interest of each share or of any class
or Series of shares in the assets of the Trust at the time of the redemption or
repurchase and (b) if so authorized by the Trustees, the Trust may, at any time
and from time to time charge fees for effecting such redemption or repurchase,
at such rates as the Trustees may establish, as and to the extent permitted
under the 1940 Act and the rules and regulations promulgated thereunder, and
may, at any time and from time to time, pursuant to such Act and such rules and
regulations, suspend such right of redemption. The procedures for effecting and
suspending redemption shall be as set forth in the Prospectus from time to time.
Payment will be made in such manner as described in the Prospectus.
Section 7.2. REDEMPTION AT THE OPTION OF THE TRUST. Each Share of the
Trust or any Series of the Trust shall be subject to redemption at the option of
the Trust at the redemption price which would be applicable if such Shares were
then being redeemed by the Shareholder pursuant to Section 7.1: (i) at any time,
if the Trustees determine in their sole discretion that failure to so redeem may
have materially
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adverse consequences to the holders of the Shares of the Trust or of any Series,
or (ii) upon such other conditions with respect to maintenance of Shareholder
accounts of a minimum amount as may from time to time be determined by the
Trustees and set forth in the then current Prospectus of the Trust. Upon such
redemption the holders of the Shares so redeemed shall have no further right
with respect thereto other than to receive payment of such redemption price.
Section 7.3. EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET VALUE. If,
pursuant to Section 7.4 hereof, the Trustees shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series thereof, the rights of Shareholders (including those who shall have
applied for redemption pursuant to Section 7.1 hereof but who shall not yet have
received payment) to have Shares redeemed and paid for by the Trust or a Series
thereof shall be suspended until the termination of such suspension is declared.
Any record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice of revocation at
the office or agency where application was made, revoke any application for
redemption not honored and withdraw any certificates on deposit. The redemption
price of Shares for which redemption applications have not been revoked shall be
the net asset value of such Shares next determined as set forth in Section 8.1
after the termination of such suspension, and payment shall be made within seven
(7) days after the date upon which the application was made plus the period
after such application during which the determination of net asset value was
suspended.
Section 7.4. SUSPENSION OF RIGHT OF REDEMPTION. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Series
thereof of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Trust or a Series thereof fairly to determine the
value of its net assets, or (iv) during any other period when the Commission may
for the protection of security holders of the Trust by order permit suspension
of the rights of redemption or postponement of the date of payment or
redemption; provided that applicable rules and regulations of the Commission
shall govern as to whether the conditions prescribed in (ii), (iii) or (iv)
exist. Such suspension shall take effect at such time as the Trust shall specify
but not later than the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right of redemption
or payment on redemption until the Trust shall declare the suspension at an end,
except that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which in the absence of an official ruling by
the Commission, the determination of the Trust shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the net asset value
existing after the termination of the suspension.
ARTICLE VIII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 8.1. NET ASSET VALUE. The net asset value of each outstanding
Share of each Series of the Trust shall be determined on such days and at such
time or times as the Trustees may determine. The method of determination of net
asset value shall be determined by the Trustees and shall be as set forth in the
Prospectus. The power and duty to make the daily calculations may be designated
by the Trustees to any Investment Adviser, the Custodian, the Transfer Agent or
such other person as the Trustees by resolution may determine. The Trustees may
suspend the daily determination of net asset value to the extent permitted by
the 1940 Act.
Section 8.2. DISTRIBUTIONS TO SHAREHOLDERS. The Trustees shall from time
to time distribute ratably among the Shareholders of the Trust or of any Series
such proportion of the net income, earnings, profits, gains, surplus (including
paid-in surplus), capital, or assets of the Trust or of such Series held by
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<PAGE>
the Trustees as they may deem proper. Such distribution may be made in cash or
property (including without limitation any type of obligations of the Trust or
of such Series or any assets thereof), and the Trustees may distribute ratably
among the Shareholders of the Trust or of that Series additional Shares issuable
hereunder in such manner, at such times, and on such terms as the Trustees may
deem proper. Such distributions may be among the Shareholders of record
(determined in accordance with the Prospectus) of the Trust or of such Series at
the time of declaring a distribution or among the Shareholders of record of the
Trust or of such Series at such later date as the Trustees shall determine. The
Trustees may always retain from the net income, earnings, profits or gains of
the Trust or of such Series such amount as they may deem necessary to pay the
debts or expenses of the Trust or of such Series or to meet obligations of the
Trust or of such Series, or as they may deem desirable to use in the conduct of
its affairs or to retain for future requirements or extensions of the business.
The Trustees may adopt and offer to Shareholders of the Trust or of any Series
such dividend reinvestment plans, cash dividend payout plans or related plans as
the Trustees deem appropriate.
Inasmuch as the computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.
Section 8.3. DETERMINATION OF NET INCOME. The Trustees shall have the
power to determine the net income of any Series of the Trust and from time to
time to distribute such net income ratably among the Shareholders as dividends
in cash or additional Shares of such Series issuable hereunder. The
determination of net income and the resultant declaration of dividends shall be
as set forth in the Prospectus. The Trustees shall have full discretion to
determine whether any cash or property received by any Series of the Trust shall
be treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination made in
good faith shall be conclusive upon the Shareholders. In the case of stock
dividends received, the Trustees shall have full discretion to determine, in the
light of the particular circumstances, how much, if any, of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.
Section 8.4. POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any of
the foregoing provisions of this Article VIII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share net asset value of the Shares or net income, or the declaration and
payment of dividends and distributions, as they may deem necessary or desirable
to enable the Trust to comply with any provision of the 1940 Act, or any rule or
regulation thereunder, including any rule or regulation adopted pursuant to
Section 22 of the 1940 Act by the Commission or any securities association
registered under the Securities Exchange Act of 1934, or any order of exemption
issued by said Commission, all as in effect now or hereafter amended or
modified. Without limiting the generality of the foregoing, the Trustees may
establish classes or additional Series of Shares in accordance with Section 6.9.
ARTICLE IX
DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.
Section 9.1. DURATION. The Trust shall continue without limitation of time
but subject to the provisions of this Article IX.
Section 9.2. TERMINATION OF TRUST. (a) The Trust or any Series may be
terminated (i) by a Majority Shareholder Vote at any meeting of Shareholders of
the Trust or the appropriate Series thereof, (ii) by an instrument in writing,
without a meeting, signed by a majority of the Trustees and consented to by a
Majority Shareholder Vote of the Trust or the appropriate Series thereof, or by
such other vote as may be established by the Trustees with respect to any class
or Series of Shares, or (iii) with respect to a Series as provided in Section
6.9(h). Upon the termination of the Trust or the Series:
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<PAGE>
(i) The Trust or the Series shall carry on no business except for the
purpose of winding up its affairs.
(ii) The Trustee shall proceed to wind up the affairs of the Trust or
the Series and all of the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust shall have been wound up,
including the power to fulfill or discharge the contracts of the Trust or
the Series, collect its assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining Trust Property or
Trust Property allocated or belonging to such Series to one or more persons
at public or private sale for consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge or pay its
liabilities, and to do all other acts appropriate to liquidate its business;
provided that any sale, conveyance, assignment, exchange, transfer or other
disposition of all or substantially all the Trust Property or Trust Property
allocated or belonging to such Series shall require Shareholder approval in
accordance with Section 9.4 hereof.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements, as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or Trust Property allocated or
belonging to such Series, in cash or in kind or partly each, among the
Shareholders of the Trust according to their respective rights.
Section 9.3. AMENDMENT PROCEDURE. (a) This Declaration may be amended by a
Majority Shareholder Vote, at a meeting of Shareholders, or by written consent
without a meeting. The Trustees may also amend this Declaration without the vote
or consent of Shareholders (i) to change the name of the Trust or any Series or
classes of Shares, (ii) to supply any omission, or cure, correct or supplement
any ambiguous, defective or inconsistent provision hereof, (iii) if they deem it
necessary to conform this Declaration to the requirements of applicable federal
or state laws or regulations or the requirements of the Internal Revenue Code,
or to eliminate or reduce any federal, state or local taxes which are or may by
the Trust or the Shareholders, but the Trustees shall not be liable for failing
to do so, or (iv) for any other purpose which does not adversely affect the
rights of any Shareholder with respect to which the amendment is or purports to
be applicable.
(b) No amendment may be made under this Section 9.3 which would change
any rights with respect to any Shares of the Trust or of any Series of the
Trust by reducing the amount payable thereon upon liquidation of the Trust
or of such Series of the Trust or by diminishing or eliminating any voting
rights pertaining thereto, except with the vote or consent of the holders of
two-thirds of the Shares of the Trust or of such Series outstanding and
entitled to vote, or by such other vote as may be established by the
Trustees with respect to any Series or class of Shares. Nothing contained in
this Declaration shall permit the amendment of this Declaration to impair
the exemption from personal liability of the Shareholders, Trustees,
officers, employees and agents of the Trust or to permit assessments upon
Shareholders.
(c) A certificate signed by a majority of the Trustees or by the
Secretary or any Assistant Secretary of the Trust, setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by
the Trustees as aforesaid or a copy of the Declaration, as amended, and
executed by a majority of the Trustees or certified by the Secretary or any
Assistant Secretary of the Trust, shall be conclusive evidence of such
amendment when lodged among the records of the Trust. Unless such amendment
or such certificate sets forth some later time for the effectiveness of such
amendment, such amendment shall be effective when lodged among the records
of the Trust.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
Section 9.4. MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust or any
Series thereof may merge or consolidate with any other corporation, association,
trust or other organization or may sell,
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<PAGE>
lease or exchange all or substantially all of the Trust Property or Trust
Property allocated or belonging to such Series, including its good will, upon
such terms and conditions and for such consideration when and as authorized, at
any meeting of Shareholders called for the purpose, by the affirmative vote of
the holders of not less than two-thirds of the Shares of the Trust or such
Series outstanding and entitled to vote, or by an instrument or instruments in
writing without a meeting, consented to by the holders of not less than
two-thirds of such Shares, or by such other vote as may be established by the
Trustees with respect to any series or class of Shares; provided, however, that,
if such merger, consolidation, sale, lease or exchange is recommended by the
Trustees, a Majority Shareholder Vote shall be sufficient authorization; and any
such merger, consolidation, sale, lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to the laws of the
Commonwealth of Massachusetts.
Section 9.5. INCORPORATION. With approval of a Majority Shareholder Vote,
or by such other vote as may be established by the Trustees with respect to any
Series or class of Shares, the Trustees may cause to be organized or assist in
organizing a corporation or corporations under the laws of any jurisdiction or
any other trust, partnership, association or other organization to take over all
of the Trust Property or the Trust Property allocated or belonging to such
Series or to carry on any business in which the Trust shall directly or
indirectly have any interest, and to sell, convey and transfer the Trust
Property or the Trust Property allocated or belonging to such Series to any such
corporation, trust, partnership, association or organization in exchange for the
shares or securities thereof or otherwise, and to lend money to, subscribe for
the shares or securities of, and enter into any contracts with any such
corporation, trust, partnership, association or organization in which the Trust
or such Series holds or is about to acquire shares or any other interest. The
Trustees may also cause a merger or consolidation between the Trust or any
successor thereto and any such corporation, trust, partnership, association or
other organization if and to the extent permitted by law, as provided under the
law then in effect. Nothing contained herein shall be construed as requiring
approval of Shareholders for the Trustees to organize or assist in organizing
one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring a portion of the Trust
Property to such organization or entities.
ARTICLE X
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit or cause the officers of
the Trust to submit to the Shareholders a written financial report of each
Series of the Trust, including financial statements which shall at least
annually be certified by independent public accountants.
ARTICLE XI
MISCELLANEOUS
Section 11.1. FILING. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts and in
such other places as may be required under the laws of Massachusetts and may
also be filed or recorded in such other places as the Trustees deem appropriate.
Each amendment so filed shall be accompanied by a certificate signed and
acknowledged by a Trustee or by the Secretary or any Assistant Secretary of the
Trust stating that such action was duly taken in a manner provided herein. A
restated Declaration, integrating into a single instrument all of the provisions
of the Declaration which are then in effect and operative, may be executed from
time to time by a majority of the Trustees and shall, upon filing with the
Secretary of the Commonwealth of Massachusetts, be conclusive evidence of all
amendments contained therein and may thereafter be referred to in lieu of the
original Declaration and the various amendments thereto.
Section 11.2. RESIDENT AGENT. The Prentice-Hall Corporation System, Inc.,
84 State Street, Boston, Massachusetts 02109 is the resident agent of the Trust
in the Commonwealth of Massachusetts.
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Section 11.3. GOVERNING LAW. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said State.
Section 11.4. COUNTERPARTS. The Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
Section 11.5. RELIANCE BY THIRD PARTIES. Any certificate executed by an
individual who, according to the records of the Trust, appears to be a Trustee
hereunder, or Secretary or Assistant Secretary of the Trust, certifying to: (a)
the number or identity of Trustees or Shareholders, (b) the due authorization of
the execution of any instrument or writing, (c) the form of any vote passed at a
meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or
Shareholders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-Laws
adopted by or the identity of any officers elected by the Trustees, or (f) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust, shall be conclusive evidence as to the matters so certified in favor of
any Person dealing with the Trustees and their successors.
Section 11.6. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The
provisions of the Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that nay of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provisions shall be deemed superseded by such law or regulation to
the extent necessary to eliminate such conflict; provided, however, that such
determination shall not affect any of the remaining provisions of the
Declaration or render invalid or improper any action taken or omitted prior to
such determination.
(b) If any provision of the Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
pertain only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration in any jurisdiction.
Section 11.7. USE OF THE NAME "DEAN WITTER." Dean Witter Reynolds Inc.
("DWR") has consented to the use by the Trust of the identifying name "Dean
Witter," which is a property right of DWR. The Trust will only use the name
"Dean Witter" as a component of its name and for no other purpose, and will not
purport to grant to any third party the right to use the name "Dean Witter" for
any purpose. DWR, or any corporate affiliate of the parent of DWR, may use or
grant to others the right to use the name "Dean Witter", or any combination or
abbreviation thereof, as all or a portion of a corporate or business name or for
any commercial purpose, including a grant of such right to any other investment
company. At the request of DWR or its parent, the Trust will take such action as
may be required to provide its consent to the use by DWR or its parent, or any
corporate affiliate of DWR's parent, or by any person to whom DWR or its parent
or an affiliate of DWR's parent shall have granted the right to the use, of the
name "Dean Witter," or any combination or abbreviation thereof. Upon the
termination of any investment advisory or investment management agreement into
which DWR and the Trust may enter, the Trust shall, upon request by DWR or its
parent, cease to use the name "Dean Witter" as a component of its name, and
shall not use the name, or any combination or abbreviation thereof or for any
other commercial purpose, and shall cause its officers, trustees and
shareholders to take any and all actions which DWR or its parent may request to
effect the foregoing and to reconvey to DWR or its parent any and all rights to
such name.
Section 11.8. PRINCIPAL PLACE OF BUSINESS. The principal place of business
of the Trust shall be Two World Trade Center, New York, New York 10048, or such
other location as the Trustees may designate from time to time.
18
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Declaration of Trust
this 1st day of June, 1994.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Charles A. Fiumefreddo, as David A. Hughey, as
Trustee and not individually Trustee and not individually
Two World Trade Center Two World Trade Center
New York, New York 10048 New York, New York 10048
- --------------------------------------------
Sheldon Curtis, as Trustee
and not individually
Two World Trade Center
New York, New York 10048
</TABLE>
<TABLE>
<S> <C>
STATE OF NEW YORK ss.:
COUNTY OF NEW YORK
</TABLE>
On this 1st day of June, 1994, DAVID A. HUGHEY, CHARLES A. FIUMEFREDDO and
SHELDON CURTIS, known to me and known to be the individuals described in and who
executed the foregoing instrument, personally appeared before me and they
severally acknowledged the foregoing instrument to be their free act and deed.
______________________________________
Notary Public
My commission expires: _____________________
19
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 2nd
day of June, 1994.
--------------------------------------
Joseph F. Mazzella, as Trustee
and not individually
101 Federal Street
Boston, MA 02110
COMMONWEALTH OF MASSACHUSETTS
Suffolk, SS. Boston, MA
[____________], 199[_]
Then personally appeared before me the above-named
[________________________] who acknowledged the foregoing instrument to be his
free act and deed.
______________________________________
Notary Public
My commission expires: _____________________
M6167
20
<PAGE>
BY-LAWS
OF
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
ARTICLE I
DEFINITIONS
The terms "COMMISSION", "DECLARATION", "DISTRIBUTOR", "INVESTMENT ADVISER",
"MAJORITY SHAREHOLDER VOTE", "1940 ACT", "SHAREHOLDER", "SHARES", "TRANSFER
AGENT", "TRUST", "TRUST PROPERTY", and "TRUSTEES" have the respective meanings
given them in the Declaration of Trust of Dean Witter Select Dimensions
Investment Series dated June 2, 1994.
ARTICLE II
OFFICES
SECTION 2.1. PRINCIPAL OFFICE. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the City of Boston, County of Suffolk.
SECTION 2.2. OTHER OFFICES. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and without
the Commonwealth as the Trustees may from time to time designate or the business
of the Trust may require.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 3.1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees.
SECTION 3.2. MEETINGS. Meetings of Shareholders of the Trust shall be held
whenever called by the Trustees or the President of the Trust and whenever
election of a Trustee or Trustees by Shareholders is required by the provisions
of Section 16(a) of the 1940 Act, for that purpose. Meetings of Shareholders
shall also be called by the Secretary upon the written request of the holders of
Shares entitled to vote as otherwise required by Section 16(c) of the 1940 Act
and to the extent required by the corporate or business statute of any state in
which the Shares of the Trust are sold, as made applicable to the Trust by the
provisions of Section 2.3 of the Declaration. Such request shall state the
purpose or purposes of such meeting and the matters proposed to be acted on
thereat. Except to the extent otherwise required by Section 16(c) of the 1940
Act, as made applicable to the Trust by the provisions of Section 2.3 of the
Declaration, the Secretary shall inform such Shareholders of the reasonable
estimated cost of preparing and mailing such notice of the meeting, and upon
payment to the Trust of such costs, the Secretary shall give notice stating the
purpose or purposes of the meeting to all entitled to vote at such meeting. No
meeting need be called upon the request of the holders of Shares entitled to
cast less than a majority of all votes entitled to be cast at such meeting, to
consider any matter which is substantially the same as a matter voted upon at
any meeting of Shareholders held during the preceding twelve months.
SECTION 3.3. NOTICE OF MEETINGS. Written or printed notice of every
Shareholders' meeting stating the place, date, and purpose or purposes thereof,
shall be given by the Secretary not less than ten (10) nor more than ninety (90)
days before such meeting to each Shareholder entitled to vote at such meeting.
Such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the Shareholder at his address as it appears
on the records of the Trust.
SECTION 3.4. QUORUM AND ADJOURNMENT OF MEETINGS. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders the holders of a majority of the Shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum for the transaction of business. In the
absence of a quorum, the Shareholders present or represented by proxy and
entitled to vote thereat shall have power to adjourn the
<PAGE>
meeting from time to time. Any adjourned meeting may be held as adjourned
without further notice. At any adjourned meeting at which a quorum shall be
present, any business may be transacted as if the meeting had been held as
originally called.
SECTION 3.5. VOTING RIGHTS, PROXIES. At each meeting of Shareholders, each
holder of record of Shares entitled to vote thereat shall be entitled to one
vote in person or by proxy, executed in writing by the Shareholder or his duly
authorized attorney-in-fact, for each Share of beneficial interest of the Trust
and for the fractional portion of one vote for each fractional Share entitled to
vote so registered in his name on the records of the Trust on the date fixed as
the record date for the determination of Shareholders entitled to vote at such
meeting. No proxy shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of Shareholders, unless the
voting is conducted by inspectors, all questions relating to the qualification
of voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting. Pursuant to a resolution of a
majority of the Trustees, proxies may be solicited in the name of one or more
Trustees or Officers of the Trust.
SECTION 3.6. VOTE REQUIRED. Except as otherwise provided by law, by the
Declaration of Trust, or by these By-Laws, at each meeting of Shareholders at
which a quorum is present, all matters shall be decided by Majority Shareholder
Vote.
SECTION 3.7. INSPECTORS OF ELECTION. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the request
of any Shareholder or his proxy shall, appoint Inspectors of Election of the
meeting. In case any person appointed as Inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Trustees in
advance of the convening of the meeting or at the meeting by the person acting
as chairman. The Inspectors of Election shall determine the number of Shares
outstanding, the Shares represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies, shall receive votes, ballots
or consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all votes
or consents, determine the results, and do such other acts as may be proper to
conduct the election or vote with fairness to all Shareholders. On request of
the chairman of the meeting, or of any Shareholder or his proxy, the Inspectors
of Election shall make a report in writing of any challenge or question or
matter determined by them and shall execute a certificate of any facts found by
them.
SECTION 3.8. INSPECTION OF BOOKS AND RECORDS. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as are
granted to Shareholders under Section 32 of the Corporations Law of the State of
Massachusetts.
SECTION 3.9. ACTION BY SHAREHOLDERS WITHOUT MEETING. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such consents are filed with the records of the Trust.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.
ARTICLE IV
TRUSTEES
SECTION 4.1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or special meetings of the Trustees. Regular
meetings of the Trustees may be held at such time and place as shall be
determined from time to time by the Trustees without further notice. Special
meetings of the Trustees may be called at any time by the President and shall be
called by the President or the Secretary upon the written request of any two (2)
Trustees.
SECTION 4.2. NOTICE OF SPECIAL MEETINGS. Written notice of special
meetings of the Trustees, stating the place, date and time thereof, shall be
given not less than two (2) days before such meeting to each
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Trustee, personally, by telegram, by mail, or by leaving such notice at his
place of residence or usual place of business. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the Trustee at his address as it appears on the records of the
Trust. Subject to the provisions of the 1940 Act, notice or waiver of notice
need not specify the purpose of any special meeting.
SECTION 4.3. TELEPHONE MEETINGS. Subject to the provisions of the 1940
Act, any Trustee, or any member or members of any committee designated by the
Trustees, may participate in a meeting of the Trustees, or any such committee,
as the case may be, by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation in a meeting by these means constitutes presence in
person at the meeting.
SECTION 4.4. QUORUM, VOTING AND ADJOURNMENT OF MEETINGS. At all meetings
of the Trustees, a majority of the Trustees shall be requisite to and shall
constitute a quorum for the transaction of business. If a quorum is present, the
affirmative vote of a majority of the Trustees present shall be the act of the
Trustees, unless the concurrence of a greater proportion is expressly required
for such action by law, the Declaration or these By-Laws. If at any meeting of
the Trustees there be less than a quorum present, the Trustees present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall have been obtained.
SECTION 4.5. ACTION BY TRUSTEES WITHOUT MEETING. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of the Trustees may be taken without a meeting if a consent in writing
setting forth the action shall be signed by all of the Trustees entitled to vote
upon the action and such written consent is filed with the minutes of
proceedings of the Trustees.
SECTION 4.6. EXPENSES AND FEES. Each Trustee may be allowed expenses, if
any, for attendance at each regular or special meeting of the Trustees, and each
Trustee who is not an officer or employee of the Trust or of its investment
manager or underwriter or of any corporate affiliate of any of said persons
shall receive for services rendered as a Trustee of the Trust such compensation
as may be fixed by the Trustees. Nothing herein contained shall be construed to
preclude any Trustee from serving the Trust in any other capacity and receiving
compensation therefor.
SECTION 4.7. EXECUTION OF INSTRUMENTS AND DOCUMENTS AND SIGNING OF CHECKS
AND OTHER OBLIGATIONS AND TRANSFERS. All instruments, documents and other
papers shall be executed in the name and on behalf of the Trust and all checks,
notes, drafts and other obligations for the payment of money by the Trust shall
be signed, and all transfer of securities standing in the name of the Trust
shall be executed, by the President, any Vice President or the Treasurer or by
any one or more officers or agents of the Trust as shall be designated for that
purpose by vote of the Trustees.
SECTION 4.8. INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND
AGENTS. (a) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Trustee, officer, employee, or agent of the Trust. The
indemnification shall be against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement, actually and reasonably incurred by him
in connection with the action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or on behalf of the Trust to obtain a judgment or decree in its favor by
reason of the fact that he is or was a Trustee, officer, employee, or agent of
the Trust.
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The indemnification shall be against expenses, including attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust;
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which the person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Trust, except to the extent
that the court in which the action or suit was brought, or a court of equity in
the county in which the Trust has its principal office, determines upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for those expenses which the court shall deem proper, provided such
Trustee, officer, employee or agent is not adjudged to be liable by reason of
his willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
(c) To the extent that a Trustee, officer, employee, or agent of the Trust
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsection (a) or (b) or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.
(d) (1)
Unless a court orders otherwise, any indemnification under subsections
(a) or (b) of this section may be made by the Trust only as authorized
in the specific case after a determination that indemnification of the Trustee,
officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) or (b).
(2) The determination shall be made:
(i) By the Trustees, by a majority vote of a quorum which consists of
Trustees who were not parties to the action, suit or proceeding; or
(ii) If the required quorum is not obtainable, or if a quorum of
disinterested Trustees so directs, by independent legal counsel in a
written opinion; or
(iii) By the Shareholders.
(3) Notwithstanding any provision of this Section 4.8, no person shall
be entitled to indemnification for any liability, whether or not there is an
adjudication of liability, arising by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of duties as described in
Section 17(h) and (i) of the Investment Company Act of 1940 ("disabling
conduct"). A person shall be deemed not liable by reason of disabling
conduct if, either:
(i) a final decision on the merits is made by a court or other body
before whom the proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of disabling conduct; or
(ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnitee was not liable by
reason of disabling conduct, is made by either--
(A) a majority of a quorum of Trustees who are neither
"interested persons" of the Trust, as defined in Section 2(a)(19) of
the Investment Company Act of 1940, nor parties to the action, suit
or proceeding, or
(B) an independent legal counsel in a written opinion.
(e) Expenses, including attorneys' fees, incurred by a Trustee, officer,
employee or agent of the Trust in defending a civil or criminal action, suit or
proceeding may be paid by the Trust in advance of the final disposition thereof
if:
(1) authorized in the specific case by the Trustees; and
(2) the Trust receives an undertaking by or on behalf of the Trustee,
officer, employee or agent of the Trust to repay the advance if it is not
ultimately determined that such person is entitled to be indemnified by the
Trust; and
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(3) either, (i) such person provides a security for his undertaking, or
(ii) the Trust is insured against losses by reason of any lawful
advances, or
(iii) a determination, based on a review of readily available facts,
that there is reason to believe that such person ultimately will be found
entitled to indemnification, is made by either--
(A) a majority of a quorum which consists of Trustees who are
neither "interested persons" of the Trust, as defined in Section
2(a)(19) of the 1940 Act, nor parties to the action, suit or
proceeding, or
(B) an independent legal counsel in a written opinion.
(f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of Shareholders or disinterested Trustees or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding the office, and shall continue as to a person who has ceased to be
a Trustee, officer, employee, or agent and inure to the benefit of the heirs,
executors and administrators of such person; provided that no person may satisfy
any right of indemnity or reimbursement granted herein or to which he may be
otherwise entitled except out of the property of the Trust, and no Shareholder
shall be personally liable with respect to any claim for indemnity or
reimbursement or otherwise.
(g) The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee, or agent of the Trust, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such. However, in no event will the Trust purchase
insurance to indemnify any officer or Trustee against liability for any act for
which the Trust itself is not permitted to indemnify him.
(h) Nothing contained in this Section shall be construed to protect any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ARTICLE V
COMMITTEES
SECTION 5.1. EXECUTIVE AND OTHER COMMITTEES. The Trustees, by resolution
adopted by a majority of the Trustees, may designate an Executive Committee
and/or other committees, each committee to consist of two (2) or more of the
Trustees of the Trust and may delegate to such committees, in the intervals
between meetings of the Trustees, any or all of the powers of the Trustees in
the management of the business and affairs of the Trust. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a Trustee to act in place
of such absent member. Each such committee shall keep a record of its
proceedings.
The Executive Committee and any other committee shall fix its own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.
All actions of the Executive Committee shall be reported to the Trustees at
the meeting thereof next succeeding to the taking of such action.
SECTION 5.2. ADVISORY COMMITTEE. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investment shall be purchased, sold or otherwise disposed of
by the Trust. The number of persons constituting any such advisory committee
shall be determined from time to time by the Trustees. The
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members of any such advisory committee may receive compensation for their
services and may be allowed such fees and expenses for the attendance at
meetings as the Trustees may from time to time determine to be appropriate.
SECTION 5.3. COMMITTEE ACTION WITHOUT MEETING. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of any Committee of the Trustees appointed pursuant to Section 5.1 of
these By-Laws may be taken without a meeting if a consent in writing setting
forth the action shall be signed by all members of the Committee entitled to
vote upon the action and such written consent is filed with the records of the
proceedings of the Committee.
ARTICLE VI
OFFICERS
SECTION 6.1. EXECUTIVE OFFICERS. The executive officers of the Trust shall
be a Chairman, a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Chairman shall be selected from among the Trustees but none of
the other executive officers need be a Trustee. Two or more officers, except
those of President and any Vice President, may be held by the same person, but
no officer shall execute, acknowledge or verify any instrument in more than one
capacity. The executive officers of the Trust shall be elected annually by the
Trustees and each executive officer so elected shall hold office until his
successor is elected and has qualified.
SECTION 6.2. OTHER OFFICERS AND AGENTS. The Trustees may also elect one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers
and may elect, or may delegate to the President the power to appoint, such other
officers and agents as the Trustees shall at any time or from time to time deem
advisable.
SECTION 6.3. TERM AND REMOVAL AND VACANCIES. Each officer of the Trust
shall hold office until his successor is elected and has qualified. Any officer
or agent of the Trust may be removed by the Trustees whenever, in their
judgment, the best interests of the Trust will be served thereby, but such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.
SECTION 6.4. COMPENSATION OF OFFICERS. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the President to the
extent provided by the Trustees with respect to officers appointed by the
President.
SECTION 6.5. POWER AND DUTIES. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to these
By-Laws, or to the extent not so provided, as may be prescribed by the Trustees;
provided, that no rights of any third party shall be affected or impaired by any
such By-Law or resolution of the Trustees unless he has knowledge thereof.
SECTION 6.6. THE CHAIRMAN. The Chairman shall preside at all meetings of
the Shareholders and of the Trustees, shall be a signatory on all Annual and
Semi-Annual Reports as may be sent to shareholders, and he shall perform such
other duties as the Trustees may from time to time prescribe.
SECTION 6.7. THE PRESIDENT. (a) The President shall be the chief executive
officer of the Trust; he shall have general and active management of the
business of the Trust, shall see that all orders and resolutions of the Trustees
are carried into effect, and, in connection therewith, shall be authorized to
delegate to one or more Vice Presidents such of his powers and duties at such
times and in such manner as he may deem advisable.
(b) In the absence of the Chairman, the President shall preside at all
meetings of the shareholders and the Board of Trustees; and he shall perform
such ohter duties as the Board of Trustees may from time to time prescribe.
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SECTION 6.8. THE VICE PRESIDENTS. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by the
Trustees. The Vice President, or, if there be more than one, the Vice Presidents
in the order of their seniority as may be determined from time to time by the
Trustees or the President, shall, in the absence or disability of the President,
exercise the powers and perform the duties of the President, and he or they
shall perform such other duties as the Trustees or the President may from time
to time prescribe.
SECTION 6.9. THE ASSISTANT VICE PRESIDENTS. The Assistant Vice President,
or, if there be more than one, the Assistant Vice Presidents, shall perform such
duties and have such powers as may be assigned them from time to time by the
Trustees or the President.
SECTION 6.10. THE SECRETARY. The Secretary shall attend all meetings of
the Trustees and all meetings of the Shareholders and record all the proceedings
of the meetings of the Shareholders and of the Trustees in a book to be kept for
that purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
Shareholders and special meetings of the Trustees, and shall perform such other
duties and have such powers as the Trustees, or the President, may from time to
time prescribe. He shall keep in safe custody the seal of the Trust and affix or
cause the same to be affixed to any instrument requiring it, and, when so
affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary.
SECTION 6.11. THE ASSISTANT SECRETARIES. The Assistant Secretary, or, if
there be more than one, the Assistant Secretaries in the order determined by the
Trustees or the President, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such duties and have such other powers as the Trustees or the President may from
time to time prescribe.
SECTION 6.12. THE TREASURER. The Treasurer shall be the chief financial
officer of the Trust. He shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books belonging to the Trust, and he
shall render to the Trustees and the President, whenever any of them require it,
an account of his transactions as Treasurer and of the financial condition of
the Trust; and he shall perform such other duties as the Trustees, or the
President, may from time to time prescribe.
SECTION 6.13. THE ASSISTANT TREASURERS. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in the order determined
by the Trustees or the President, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Trustees, or the
President, may from time to time prescribe.
SECTION 6.14. DELEGATION OF DUTIES. Whenever an officer is absent or
disabled, or whenever for any reason the Trustees may deem it desirable, the
Trustees may delegate the powers and duties of an officer or officers to any
other officer or officers or to any Trustee or Trustees.
ARTICLE VII
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the Declaration, dividends
and distributions upon the Shares may be declared at such intervals as the
Trustees may determine, in cash, in securities or other property, or in Shares,
from any sources permitted by law, all as the Trustees shall from time to time
determine.
Inasmuch as the computation of net income and net profits from the sale of
securities or other properties for federal income tax purposes may vary from the
computation thereof on the records of the Trust, the Trustees shall have power,
in their discretion, to distribute as income dividends and as capital gain
distributions, respectively, amounts sufficient to enable the Trust to avoid or
reduce liability for federal income taxes.
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ARTICLE VIII
CERTIFICATES OF SHARES
SECTION 8.1. CERTIFICATES OF SHARES. Certificates for Shares of each
series or class of Shares shall be in such form and of such design as the
Trustees shall approve, subject to the right of the Trustees to change such form
and design at any time or from time to time, and shall be entered in the records
of the Trust as they are issued. Each such certificate shall bear a
distinguishing number; shall exhibit the holder's name and certify the number of
full Shares owned by such holder; shall be signed by or in the name of the Trust
by the President, or a Vice President, and countersigned by the Secretary or an
Assistant Secretary or the Treasurer and an Assistant Treasurer of the Trust;
shall be sealed with the seal; and shall contain such recitals as may be
required by law. Where any certificate is signed by a Transfer Agent or by a
Registrar, the signature of such officers and the seal may be facsimile, printed
or engraved. The Trust may, at its option, determine not to issue a certificate
or certificates to evidence Shares owned of record by any Shareholder.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Trust, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Trust, such certificate or certificates shall,
nevertheless, be adopted by the Trust and be issued and delivered as though the
person or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall appear therein had not ceased to be such officer
or officers of the Trust.
No certificate shall be issued for any share until such share is fully paid.
SECTION 8.2. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
Trustees may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Trust alleged to have
been lost, stolen or destroyed, upon satisfactory proof of such loss, theft, or
destruction; and the Trustees may, in their discretion, require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give to
the Trust and to such Registrar, Transfer Agent and/or Transfer Clerk as may be
authorized or required to countersign such new certificate or certificates, a
bond in such sum and of such type as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be against
them or any of them on account of or in connection with the alleged loss, theft
or destruction of any such certificate.
ARTICLE IX
CUSTODIAN
SECTION 9.1. APPOINTMENT AND DUTIES. The Trust shall at all times employ a
bank or trust company having capital, surplus and undivided profits of at least
five million dollars ($5,000,000) as custodian with authority as its agent, but
subject to such restrictions, limitations and other requirements, if any, as may
be contained in these By-Laws and the 1940 Act:
(1) to receive and hold the securities owned by the Trust and deliver
the same upon written order;
(2) to receive and receipt for any moneys due to the Trust and deposit
the same in its own banking department or elsewhere as the Trustees may
direct;
(3) to disburse such funds upon orders or vouchers;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees.
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SECTION 9.2. CENTRAL CERTIFICATE SYSTEM. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the
custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
Shareholders, Trustees, or of any committee is required to be given in
accordance with law or under the provisions of the Declaration or these By-Laws,
a waiver thereof in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting of Shareholders, Trustees
or committee, as the case may be, in person, shall be deemed equivalent to the
giving of such notice to such person.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. LOCATION OF BOOKS AND RECORDS. The books and records of the
Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.
SECTION 11.2. RECORD DATE. The Trustees may fix in advance a date as the
record date for the purpose of determining Shareholders entitled to notice of,
or to vote at, any meeting of Shareholders, or Shareholders entitled to receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of Shareholders for any other proper purpose. Such date, in any
case, shall be not more than ninety (90) days, and in case of a meeting of
Shareholders not less than ten (10) days, prior to the date on which particular
action requiring such determination of Shareholders is to be taken. In lieu of
fixing a record date the Trustees may provide that the transfer books shall be
closed for a stated period but not to exceed, in any case, twenty (20) days. If
the transfer books are closed for the purpose of determining Shareholders
entitled to notice of a vote at a meeting of Shareholders, such books shall be
closed for at least ten (10) days immediately preceding such meeting.
SECTION 11.3. SEAL. The Trustees shall adopt a seal, which shall be in
such form and shall have such inscription thereon as the Trustees may from time
to time provide. The seal of the Trust may be affixed to any document, and the
seal and its attestation may be lithographed, engraved or otherwise printed on
any document with the same force and effect as if it had been imprinted and
attested manually in the same manner and with the same effect as if done by a
Massachusetts business corporation under Massachusetts law.
SECTION 11.4. FISCAL YEAR. The fiscal year of the Trust shall end on such
date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time to
time.
SECTION 11.5. ORDERS FOR PAYMENT OF MONEY. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer or
officers or such other person or persons as the Trustees may from time to time
designate, or as may be specified in or pursuant to the agreement between the
Trust and the bank or trust company appointed as Custodian of the securities and
funds of the Trust.
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ARTICLE XII
COMPLIANCE WITH FEDERAL REGULATIONS
The Trustees are hereby empowered to take such action as they may deem to be
necessary, desirable or appropriate so that the Trust is or shall be in
compliance with any federal or state statute, rule or regulation with which
compliance by the Trust is required.
ARTICLE XIII
AMENDMENTS
These By-Laws may be amended, altered, or repealed, or new By-Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees; provided,
however, that no By-Law may be amended, adopted or repealed by the Trustees if
such amendment, adoption or repeal requires, pursuant to law, the Declaration,
or these By-Laws, a vote of the Shareholders. The Trustees shall in no event
adopt By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the
Declaration.
ARTICLE XIV
DECLARATION OF TRUST
The Declaration of Trust establishing Dean Witter Select Dimensions
Investment Series, dated June 2, 1994, a copy of which is on file in the office
of the Secretary of the Commonwealth of Massachusetts, provides that the name
Dean Witter Select Dimensions Investment Series refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, Shareholder, officer, employee or agent of Dean Witter Select
Dimensions Investment Series shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim or otherwise, in connection with the affairs of said Dean Witter Select
Dimensions Investment Series, but the Trust Estate only shall be liable.
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