<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 1995
REGISTRATION NO. 33-54047
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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 /X/
OF 1933
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 1 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT /X/
COMPANY ACT OF 1940
AMENDMENT NO. 2 /X/
(CHECK APPROPRIATE BOX OR BOXES)
</TABLE>
------------------------
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
WELTZEN SHALOV & WEIN
114 WEST 47TH STREET
NEW YORK, NEW YORK 10036
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Post-Effective Amendment becomes effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
____ immediately upon filing pursuant to paragraph (b)
_X_ on February 28, 1995 pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)
____ on (date) pursuant to paragraph (a) of rule 485.
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO SECTION (A)(1) OF RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. THE REGISTRANT HAS FILED THE RULE 24F-2 NOTICE
FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1994 WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FEBRUARY 6, 1995.
AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS
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<PAGE>
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; Financial Statements
21. ......................................... Purchase and Redemption of Fund Shares
22. ......................................... Performance Information
23. ......................................... Experts; Financial Statements
</TABLE>
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.
<PAGE>
PROSPECTUS DATED FEBRUARY 28, 1995
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 February 28, 1995,
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 on this page. 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.
<PAGE>
TABLE OF CONTENTS
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Page
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Prospectus Summary 3
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Financial Highlights 8
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The Fund and its Management 10
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Investment Objectives and Policies 11
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The Money Market Portfolio 11
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The North American Government
Securities Portfolio 12
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The Diversified Income Portfolio 15
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The Balanced Portfolio 17
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The Utilities Portfolio 18
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The Dividend Growth Portfolio 20
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The Value-Added Market Portfolio 20
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The Core Equity Portfolio 21
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The American Value Portfolio 22
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The Global Equity Portfolio 23
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The Developing Growth Portfolio 24
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The Emerging Markets Portfolio 25
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General Portfolio Techniques 28
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Investment Restrictions 42
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Determination of Net Asset Value 43
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Purchase of Fund Shares 44
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Redemption of Fund Shares 44
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Dividends, Distributions and Taxes 45
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Performance Information 46
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Additional Information 46
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Report of Independent Accountants 47
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Financial Statements--December 31,
1994 48
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Appendix--Ratings of Investments 73
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2 - PROSPECTUS
<PAGE>
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 11 through 28 ).
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 is 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
45 and 46).
- ----------------------------------------------------------------------------------------------
INVESTMENT Each Portfolio has distinct investment objectives and policies, and is
OBJECTIVES AND subject to various investment restrictions, some of which apply to all the
POLICIES Portfolios. 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 11-12 ).
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 12-15). 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 (such securities are commonly
known as "junk bonds") (see pages 15-17). 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 17-18). 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 18-19). 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 page 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
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3 - PROSPECTUS
<PAGE>
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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 pages 23-24). 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 24-25). 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 25-28).
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 11-42 and
"Special Risk Considerations" below).
- ----------------------------------------------------------------------------------------------
SPECIAL The MONEY MARKET PORTFOLIO invests solely in U.S. Government securities,
RISK high quality corporate debt obligations and obligations of banks and
CONSIDERATIONS savings and loan 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 Portfolio other than the MONEY
MARKET PORTFOLIO will fluctuate with changes in the market value of its
portfolio holdings. The market value of the Portfolios' securities will
increase or decrease due to a variety of economic, market and political
factors which cannot be predicted. A decline in prevailing interest rates
generally increases the value of fixed-income securities, while an increase
in rates generally reduces the value of those securities. 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 and the net asset value of the
Portfolio's shares. Certain derivative mortgage-backed securities in which
these Portfolios invest are extremely sensitive to changes in interest
rates and in prepayment rates on the underlying mortgage assets, and as a
result may be highly volatile. 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
</TABLE>
4 - PROSPECTUS
<PAGE>
<TABLE>
<S> <C>
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 inverse
floater classes of collateralized mortgage obligations. These securities
exhibit greater price volatility, and may be less liquid, than the majority
of mortgage pass-through securities or CMOs. 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 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
</TABLE>
5 - PROSPECTUS
<PAGE>
<TABLE>
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the Fund may experience high portfolio turnover rates with corresponding
higher transaction expenses.
Contract Owners are directed to the discussion of repurchase agreements
(page 36), reverse repurchase agreements and dollar rolls (page 36),
mortgage-backed securities (page 28), asset-backed securities (page 31),
foreign securities (page 32), Canadian government securities (page 13),
Mexican government securities (page 13), leveraging (page 25), lower-rated
securities (page 35), public utilities securities (page 19), forward
foreign currency exchange contracts (page 33), emerging market country
securities (page 26), portfolio trading (page 41), options and futures
transactions (page 38), warrants (page 38), zero coupon securities (page
37), when-issued and delayed delivery securities and forward commitments
(page 36) and "when, as and if issued" securities (page 37), 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 ninety-one investment companies and other portfolios with
assets of approximately $66.9 billion at December 31, 1994 (see page 10).
-------------------------------------------------------------------------------------------
MANAGEMENT The Investment Manager receives monthly fees at the following annual rates
FEE of the daily net assets of the respective Portfolios of the Fund: MONEY
MARKET PORTFOLIO -- 0.50%; NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
-- 0.65%; DIVERSIFIED INCOME PORTFOLIO -- 0.40%; BALANCED PORTFOLIO --
0.75%; UTILITIES PORTFOLIO-- 0.65%; DIVIDEND GROWTH PORTFOLIO-- 0.625%;
VALUE-ADDED MARKET PORTFOLIO -- 0.50%; CORE EQUITY PORTFOLIO -- 0.85%;
AMERICAN VALUE PORTFOLIO -- 0.625%; GLOBAL EQUITY PORTFOLIO -- 1.0%;
DEVELOPING GROWTH PORTFOLIO -- 0.50%; and EMERGING MARKETS PORTFOLIO --
1.25%. 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 10).
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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 thirteen investment companies for
which Dean Witter Services Company Inc. serves as manager, and, at December
31, 1994, had approximately $48.3 billion under management or committed to
management in various fiduciary or advisory capacities, primarily from
institutional investors (see page 10).
-------------------------------------------------------------------------------------------
SUB-ADVISORY The Sub-Adviser receives monthly fees from the Investment Manager equal to
FEE 40% 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 10).
-------------------------------------------------------------------------------------------
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
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6 - PROSPECTUS
<PAGE>
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<S> <C>
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 pages 44 and 46).
-------------------------------------------------------------------------------------------
PURCHASES AND Shares of the Fund are sold and redeemed at net asset value, I.E., without
REDEMPTIONS sales charge (see page 44).
</TABLE>
- --------------------------------------------------------------------------------
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.
7 - PROSPECTUS
<PAGE>
FINANCIAL HIGHLIGHTS
------------------------------------------------------------
The following ratios and per share data for a share of beneficial interest
outstanding throughout the period for each of 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 have been audited by Price
Waterhouse LLP, independent accountants. The financial
<TABLE>
<CAPTION>
NET ASSET
PERIOD VALUE, NET NET REALIZED TOTAL FROM DIVIDENDS DISTRIBUTIONS
ENDED BEGINNING OF INVESTMENT AND UNREALIZED INVESTMENT TO TO TOTAL DIVIDENDS
DEC. 31* PERIOD INCOME GAIN (LOSS) OPERATIONS SHAREHOLDERS SHAREHOLDERS AND DISTRIBUTIONS
-------- ------------ ----------- --------------- ----------- ----------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Money Market
1994 $ 1.00 $ 0.01 $ -- $ 0.01 $ (0.01) $ -- $ (0.01)
North American Government Securities
1994 10.00 0.06 -- 0.06 (0.02) -- (0.02)
Diversified Income
1994 10.00 0.08 -- 0.08 (0.03) -- (0.03)
Balanced
1994 10.00 0.08 (0.02) 0.06 (0.02) -- (0.02)
Utilities
1994 10.00 0.07 -- 0.07 (0.03) -- (0.03)
Dividend Growth
1994 10.00 0.08 (0.09) (0.01) (0.02) -- (0.02)
Value-Added Market
1994 10.00 0.06 (0.14) (0.08) (0.02) -- (0.02)
Core Equity
1994 10.00 0.07 -- 0.07 (0.02) -- (0.02)
American Value
1994 10.00 0.06 0.01 0.07 (0.02) -- (0.02)
Global Equity
1994 10.00 0.07 (0.10) (0.03) (0.03) -- (0.03)
Developing Growth
1994 10.00 0.08 0.08 0.16 (0.03) -- (0.03)
Emerging Markets
1994 10.00 0.06 -- 0.06 (0.02) -- (0.02)
</TABLE>
- --------
Note: The per share amounts reported are not necessarily consistent with the
corresponding amounts reported on the Statements of Operations due to
fluctuations in capital stock activity during the period.
* For the period November 9, 1994 (commencement of operations) through
December 31, 1994.
** After application of the Fund's expense limitation.
(1) Not annualized.
(2) Annualized.
SEE NOTES TO FINANCIAL STATEMENTS
8 - PROSPECTUS
<PAGE>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
highlights should be read in conjunction with the financial statements, the
notes thereto and the unqualified report of independent accountants which are
contained in this Prospectus commencing on page 47. See the discussion under the
caption "Charges Under the Contract" in the prospectus for the Variable Annuity
Contracts for a description of charges which may be imposed on the Contracts by
the applicable Account. Any such charges are not reflected in the financial
highlights below.
<TABLE>
<CAPTION>
RATIOS TO RATIOS TO
AVERAGE NET ASSETS AVERAGE NET ASSETS
(BEFORE EXPENSES WERE (AFTER EXPENSES WERE
ASSUMED)** ASSUMED)
NET ASSET NET ASSETS ------------------------- ---------------------------
VALUE, TOTAL AT END OF NET NET PORTFOLIO
END OF INVESTMENT PERIOD INVESTMENT INVESTMENT TURNOVER
PERIOD RETURN(1) (000'S) EXPENSES(2) INCOME(2) EXPENSES(2) INCOME(2) RATE(1)
- --------- ----------- ---------- ------------ ---------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1.00
$ 0.76 % $ 1,234 2.50% 3.33% -- % 5.83% N/A%
10.04 0.61 122 2.50 1.78 -- 4.28 --
10.05 0.76 402 2.50 3.08 -- 5.58 --
10.04 0.60 796 2.50 2.90 -- 5.40 --
10.04 0.65 498 2.50 2.79 -- 5.29 --
9.97 (0.05 ) 1,378 2.50 3.28 -- 5.78 --
9.90 (0.76 ) 349 2.50 1.25 -- 3.75 --
10.05 0.67 316 2.50 2.32 -- 4.82 --
10.05 0.69 823 2.50 1.60 -- 4.10 10
9.94 (0.30 ) 1,194 2.50 2.20 -- 4.70 --
10.13 1.58 380 2.50 2.31 -- 4.81 3
10.04 0.57 448 2.50 2.22 -- 4.72 --
</TABLE>
9 - PROSPECTUS
<PAGE>
THE FUND AND ITS MANAGEMENT
--------------------------------------------------------------------
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 ninety-one investment companies, thirty of which are listed on the
New York Stock Exchange, with combined total assets of $64.9 at December 31,
1994. The Investment Manager also manages portfolios of pension plans, other
institutions and individuals which aggregated approximately $2.0 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 thirteen 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 December
31, 1994, the Sub-Adviser and its affiliates had approximately $48.3 billion
under management or committed to management, primarily from institutional
investors.
The Fund's Board of Trustees reviews the various services provided by or under
the direction of 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 0.50% to the net assets of the MONEY MARKET PORTFOLIO; 0.65% to
the net assets of the NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO; 0.40% to
the net assets of the DIVERSIFIED INCOME PORTFOLIO; 0.75% to the net assets of
the BALANCED PORTFOLIO; 0.65% to the net assets of the UTILITIES PORTFOLIO;
0.625% to the net assets of the DIVIDEND GROWTH PORTFOLIO; 0.50% to the net
assets of the VALUE-ADDED MARKET PORTFOLIO; 0.85% to the net assets of the CORE
EQUITY PORTFOLIO; 0.625% to the net assets of the AMERICAN VALUE PORTFOLIO; 1.0%
to the net assets of the GLOBAL EQUITY PORTFOLIO; 0.50% to the net assets of the
DEVELOPING GROWTH PORTFOLIO; and 1.25% to the net assets of the EMERGING MARKETS
PORTFOLIO, in each case determined as of the close of each business day. As
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 40% 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
Portfolio's commencement of operations, whichever occurs first.
10 - PROSPECTUS
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------
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 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
11 - PROSPECTUS
<PAGE>
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 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 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, including collateralized mortgage
obligations ("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 SECURITIES 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 relatively 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
12 - PROSPECTUS
<PAGE>
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 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. Mortgage-Backed Securities issued pursuant to the
program established under the National Housing Act of Canada 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 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.
13 - PROSPECTUS
<PAGE>
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; (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; and (v) NAFINSA PAGARES -- peso-denominated promissory notes,
with maturities approximating those of Cetes, issued by the Nacional Financiera
(Nafinsa), an agency of the Mexican government.
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. Certficates issued pursuant to this program 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 a major debtor nation (among 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. On
December 22, 1994, the Mexican government determined to allow
14 - PROSPECTUS
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the Mexican peso to trade freely against the U.S. dollar rather than within a
controlled band, which action resulted in a significant devaluation of the
Mexican peso against the U.S. dollar.
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:
GROUPING (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 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;
15 - PROSPECTUS
<PAGE>
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
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.
GROUPING (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.
GROUPING (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
16 - PROSPECTUS
<PAGE>
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 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, 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.
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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 a greements, 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, 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.
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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 Additional 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.
19 - PROSPECTUS
<PAGE>
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 discussion 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
20 - PROSPECTUS
<PAGE>
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 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 (ADRs), of foreign
corporations represented in the S&P Index (such common stock and ADRs are listed
on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Market
System) (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 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
21 - PROSPECTUS
<PAGE>
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 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
22 - PROSPECTUS
<PAGE>
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.
Since the investment strategy of the AMERICAN VALUE PORTFOLIO involves an
ongoing process of determination by the Investment Manager of undervalued
industries and appropriate specific company selections within those industries,
it is anticipated that the Portfolio will have more frequent purchase and sale
transactions than most other Portfolios. Therefore, as noted below under
"General Portfolio Techniques -- Portfolio Trading," the annual portfolio
turnover rate of the AMERICAN VALUE PORTFOLIO may exceed 400%.
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 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
23 - PROSPECTUS
<PAGE>
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 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 normally invest at least 65% of its total assets 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.
Since the investment strategy of the DEVELOPING GROWTH PORTFOLIO involves an
ongoing process of determination by the Investment Manager of emerging growth
companies that meet the stock selection process discussed above, it is
anticipated that the Portfolio will have more frequent purchase and sale
transactions than most other Portfolios. Therefore, as noted below under
"General Portfolio Techniques -- Portfolio Trading," the annual portfolio
turnover rate of the DEVELOPING GROWTH PORTFOLIO may exceed 300%.
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
24 - PROSPECTUS
<PAGE>
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, 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. 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 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
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securities exchanges, traded in various over-the-counter markets or have no
organized 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 typically 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
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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.
"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
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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
dividends 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. (Mortgage-Backed Securities of the
latter category 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. Each of GNMA, FNMA and
FHLMC guarantee timely distribution of interest to certificate holders. GNMA and
FNMA also guarantee timely distribution of scheduled principal payments. FHLMC
generally guarantees only the ultimate collection of principal of the underlying
mortgage loans.
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
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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 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 the cash flows
on the underlying mortgage loans.
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The yields on these tranches, which may include, in the case of the NORTH
AMERICAN GOVERNMENT SECURITIES PORTFOLIO and the BALANCED PORTFOLIO, inverse
floaters, and, in the case of the NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
and the DIVERSIFIED INCOME PORTFOLIO, Stripped Mortgage-Backed Securities, as
described below, 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 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
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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. In addition, any circumstance adversely affecting the
ability of third parties, such as insurance companies, to satisfy any of their
obligations with respect to any Mortgage-Backed Securities, such as a
diminishment of their creditworthiness, could affect the rating, and thus the
value, of the securities. 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.
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 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.
The NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO, the DIVERSIFIED INCOME
PORTFOLIO and the BALANCED PORTFOLIO may invest in mortgage derivative
securities, such as CMOs, the average life of which is determined using
mathematical models that incorporate prepayment assumptions and other factors
that involve estimates of future economic and market conditions. These
31 - PROSPECTUS
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estimates may vary from actual future results, particularly during periods of
extreme market volatility. In addition, under certain market conditions, such as
those that developed in 1994, the average weighted life of mortgage derivative
securities may not accurately reflect the price volatility of such securities.
For example, in periods of supply and demand imbalances in the market for such
securities and/or in periods of sharp interest rate movements, the prices of
mortgage derivative securities may fluctuate to a greater extent than would be
expected from interest rate movements alone.
The investments by the NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO, the
DIVERSIFIED INCOME PORTFOLIO and the BALANCED PORTFOLIO in mortgage derivative
securities also subject those Portfolios to extension risk. Extension risk is
the possibility that rising interest rates may cause prepayments to occur at a
slower than expected rate. This particular risk may effectively change a
security which was considered short or intermediate-term at the time of purchase
into a long-term security. Long-term securities generally fluctuate more widely
in response to changes in interest rates than short or intermediate-term
securities. In addition, as stated above, inverse floaters, a class of CMOs in
which 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, exhibit greater price volatility than the majority of CMOs.
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 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 (such securities are listed on
the New York Stock Exchange, the American Stock Exchange or the NASDAQ Market
System). 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
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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 contracts ("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.
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
33 - PROSPECTUS
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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. Currently, only a limited market
exists for certain hedging transactions in future foreign exchange rates. This
may limit the NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO's ability to
effectively hedge its investments in Mexico. 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 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 generally decline, and when interest rates fall, prices
generally 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.
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.
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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 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
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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 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
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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 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.
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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.
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 denominated 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 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
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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.
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
39 - PROSPECTUS
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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 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. 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
40 - PROSPECTUS
<PAGE>
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.
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 are primarily responsible for the day-to-day
management of the Portfolios of the Fund (other than the MONEY MARKET
PORTFOLIO). Except as otherwise noted, each of these individuals has been a
primary portfolio manager of the designated Portfolio since the inception of the
Fund: Philip A. Barach, James M. Goldberg, Frederick H. Horton, 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. Horton has been
a portfolio manager with affiliates of The TCW Group, Inc. since October, 1993.
From June, 1991-September, 1993, he was Senior Portfolio Manager for Dewey
Square Investors, prior to which time he was Senior Portfolio Manager for the
Putnam Companies. 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
41 - PROSPECTUS
<PAGE>
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, 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, and
Jayne Stevlingson Wolff, Vice President of InterCapital, are the primary
portfolio managers of the DEVELOPING GROWTH PORTFOLIO. Mr. Worobel has been a
portfolio manager with InterCapital since June, 1992, prior to which time he was
a portfolio manager at MacKay Shields Financial Corp. Ms. Wolff has been a
portfolio manager with InterCapital since October, 1992, prior to which time she
was a portfolio manager with Bankers Trust New York Corp. (January,
1990-September, 1992) and an analyst with Campbell Advisors (April,
1986-December, 1989). 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, Michael P. Reilly, Senior Vice
President of the Sub-Adviser, 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. Reilly has been a portfolio manager with affiliates of The
TCW Group, Inc. since June, 1992, prior to which time he was Vice President of
Security Pacific Bank. 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
42 - PROSPECTUS
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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%
(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 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
43 - PROSPECTUS
<PAGE>
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.)
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.
44 - PROSPECTUS
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------
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.
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.
45 - PROSPECTUS
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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 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,
46 - PROSPECTUS
<PAGE>
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.
CODE OF ETHICS. Directors, officers and employees of InterCapital and Dean
Witter Services Company Inc. are subject to a strict Code of Ethics adopted by
those companies. The Code of Ethics is intended to ensure that the interests of
shareholders and other clients are placed ahead of any personal interest, that
no undue personal benefit is obtained from a person's employment activities and
that actual and potential conflicts of interest are avoided. To achieve these
goals and comply with regulatory requirements, the Code of Ethics requires,
among other things, that personal securities transactions by employees of the
companies be subject to an advance clearance process to monitor that no
investment company managed or advised by InterCapital ("Dean Witter Fund") is
engaged at the same time in a purchase or sale of the same security. The Code of
Ethics bans the purchase of securities in an initial public offering, and also
prohibits engaging in futures and option transactions and profiting on
short-term trading (that is, a purchase within sixty days of a sale or a sale
within sixty days of a purchase) of a security. In addition, investment
personnel may not purchase or sell a security for their personal account within
thirty days before or after any transaction in any Dean Witter Fund managed by
them. Any violations of the Code of Ethics are subject to sanctions, including
reprimand, demotion or suspension or termination of employment. The Code of
Ethics comports with regulatory requirements and the recommendations in the
recent report by the Investment Company Institute Advisory Group on Personal
Investing.
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.
INVESTMENT BY HARTFORD LIFE INSURANCE COMPANY. Hartford Life Insurance Company
purchased 100,000 shares of the MONEY MARKET PORTFOLIO and 10,000 shares of each
of the other eleven Portfolios prior to the commencement of the Fund's
operations, for an aggregate purchase price of $1,200,000. Hartford Life
Insurance Company may redeem such shares at any time after the net assets of the
Portfolios have attained a sufficient level so that such redemption will not
cause disruption of the operations of the affected Portfolio.
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------
To the Shareholders and Trustees of Dean Witter Select Dimensions Investment
Series
In our opinion, the accompanying statements of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of 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 (constituting Dean Witter Select
Dimensions Investment Series, hereafter referred to as the "Fund") at December
31, 1994, the results of each of their operations, the changes in each of their
net assets and the financial highlights for the period November 9, 1994
(commencement of operations) through December 31, 1994, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities owned at December 31, 1994 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
February 7, 1995
47 - PROSPECTUS
<PAGE>
MONEY MARKET
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT ON DATE OF MATURITY
(IN THOUSANDS) PURCHASE DATE VALUE
- --------------- -------------- ----------------- -----------
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (99.9%)
COMMERCIAL PAPER (11.3%)
AUTOMOTIVE FINANCE (2.0%)
$ 25 Ford Motor Credit Co......................... 6.03% 01/11/95 $ 24,954
-----------
BROKERAGE (4.5%)
55 Morgan Stanley Group, Inc.................... 6.21 01/06/95 54,943
-----------
FINANCE - DIVERSIFIED (4.8%)
25 General Electric Capital Corp................ 6.01 01/12/95 24,950
35 ITT Financial Corp........................... 6.13 01/10/95 34,941
-----------
59,891
-----------
TOTAL COMMERCIAL PAPER (AMORTIZED COST $139,788)................................ 139,788
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C>
U.S. GOVERNMENT AGENCIES (88.6%)
45 Federal Farm Credit Bank..................... 5.86 01/27/95 44,804
01/03/95 to
540 Federal Home Loan Banks...................... 5.75 to 5.92 01/04/95 539,724
01/13/95 to
100 Federal Home Loan Mortgage Corp.............. 5.67 to 5.98 01/19/95 99,714
01/04/95 to
145 Federal National Mortgage Association........ 5.65 to 5.97 01/20/95 144,575
145 Student Loan Marketing Association........... 5.81 01/04/95 144,907
120 Tennessee Valley Authority................... 5.80 01/24/95 119,537
-----------
TOTAL U.S. GOVERNMENT AGENCIES (AMORTIZED COST $1,093,261)...................... 1,093,261
-----------
TOTAL INVESTMENTS (AMORTIZED COST $1,233,049) (A)..................... 99.9% 1,233,049
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES........................ 0.1 898
---------- -----------
NET ASSETS............................................................ 100.0% $ 1,233,947
---------- -----------
---------- -----------
<FN>
- ----------------
(A) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME.
</TABLE>
NORTH AMERICAN GOVERNMENT SECURITIES
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT ON DATE OF MATURITY
(IN THOUSANDS) PURCHASE DATE VALUE
- ----------------- --------------- ----------------- ----------
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (93.7%)
U.S. GOVERNMENT AGENCIES & OBLIGATION
$ 30 Federal Farm Credit Bank.................. 5.82% 01/17/95 $ 29,923
45 Federal Home Loan Mortgage Corp........... 5.77 01/06/95 44,963
25 Federal National Mortgage Association..... 5.86 01/06/95 24,980
15 U.S. Treasury Bill........................ 4.89 02/09/95 14,923
----------
TOTAL INVESTMENTS (AMORTIZED COST $114,789) (A)...................... 93.7% 114,789
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES....................... 6.3 7,704
---------- ----------
NET ASSETS........................................................... 100.0% $ 122,493
---------- ----------
---------- ----------
<FN>
- ----------------
(A) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
48 - PROSPECTUS
<PAGE>
DIVERSIF IED INCOME
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT ON DATE OF MATURITY
(IN THOUSANDS) PURCHASE DATE VALUE
- --------------- -------------- --------- ----------
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (98.3%)
COMMERCIAL PAPER (19.3%)
BROKERAGE (3.2%)
$ 13 Morgan Stanley Group, Inc............................. 5.79% 01/20/95 $ 12,957
----------
CHEMICALS (3.2%)
13 Dupont (E.I.) de Nemours.............................. 5.83 01/26/95 12,946
----------
OFFICE EQUIPMENT (3.2%)
13 Pitney-Bowes Credit Corp.............................. 5.93 01/26/95 12,945
----------
TELECOMMUNICATIONS (9.7%)
13 Ameritech Corp........................................ 5.83 01/18/95 12,962
13 AT&T Corp............................................. 5.85 01/25/95 12,947
13 U.S. West Communications.............................. 5.84 01/18/95 12,962
----------
38,871
----------
TOTAL COMMERCIAL PAPER (AMORTIZED COST $77,719).................................. 77,719
----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C>
U.S. GOVERNMENT AGENCIES (79.0%)
10 Federal Farm Credit Bank.............................. 5.75 02/02/95 9,946
25 Federal Farm Credit Bank.............................. 6.02 02/08/95 24,838
190 Federal Home Loan Banks............................... 5.75 01/03/95 189,965
58 Federal Home Loan Mortgage Corp....................... 5.77 01/05/95 57,954
25 Federal National Mortgage Association................. 5.94 01/09/95 24,963
10 Federal National Mortgage Association................. 5.91 01/10/95 9,984
----------
TOTAL U.S. GOVERNMENT AGENCIES (AMORTIZED COST $317,650)......................... 317,650
----------
TOTAL INVESTMENTS (AMORTIZED COST $395,369) (A)....................... 98.3% 395,369
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES........................ 1.7 6,931
--------- ----------
NET ASSETS............................................................ 100.0% $ 402,300
--------- ----------
--------- ----------
<FN>
- ----------------
(A) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
49 - PROSPECTUS
<PAGE>
BALANCED
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT COUPON MATURITY
(IN THOUSANDS) RATE DATE VALUE
- --------------- ---------- ------------ ----------
<C> <S> <C> <C> <C>
CORPORATE BONDS (3.2%)
INDUSTRIALS (1.6%)
$ 15 Mead Corp...................................................... 7.125% 08/01/25 $ 12,426
----------
UTILTIES - ELECTRIC (1.6%)
15 Texas Utilities Electric Co.................................... 7.875 04/01/24 13,150
----------
TOTAL CORPORATE BONDS (IDENTIFIED COST $25,773)........................................... 25,576
----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C>
U.S. GOVERNMENT OBLIGATIONS (23.8%)
85 U.S. Treasury Note............................................. 4.25 07/31/95 83,765
105 U.S. Treasury Note............................................. 7.875 11/15/04 105,345
----------
TOTAL U.S. GOVERNMENT OBLIGATIONS (IDENTIFIED COST $189,340).............................. 189,110
----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (A) (68.9%)
U.S. GOVERNMENT AGENCIES
100 Federal Farm Credit Bank....................................... 5.99 01/19/95 99,703
100 Federal Home Loan Banks........................................ 5.75 01/03/95 99,968
100 Federal Home Loan Banks........................................ 5.94 01/18/95 99,721
150 Federal Home Loan Mortgage Corp................................ 5.91 02/02/95 149,217
100 Federal National Mortgage Association.......................... 5.94 01/10/95 99,852
----------
TOTAL SHORT-TERM INVESTMENTS (AMORTIZED COST $548,461).................................... 548,461
----------
TOTAL INVESTMENTS (IDENTIFIED COST $763,574) (B)........................... 95.9 % 763,147
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES............................. 4.1 32,380
------ ----------
NET ASSETS................................................................. 100.0 % $ 795,527
------ ----------
------ ----------
<FN>
- ----------------
(A) U.S. GOVERNMENT AGENCIES WERE PURCHASED ON A DISCOUNT BASIS. THE INTEREST
RATES SHOWN HAVE BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $763,574; THE
AGGREGATE GROSS AND NET UNREALIZED DEPRECIATION IS $427.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
50 - PROSPECTUS
<PAGE>
UTILITIES
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- --------------- ----------
<C> <S> <C>
COMMON STOCKS (49.0%)
NATURAL GAS (7.5%)
300 Enron Corp............................. $ 9,150
400 Mitchell Energy/Development Corp.
(Class B)............................ 7,500
500 Panhandle Eastern Pipeline Corp........ 9,875
400 Questar Corp........................... 11,000
----------
37,525
----------
TELECOMMUNICATIONS (16.5%)
400 Alcatel Alsthom C.G.E. (ADR)........... 6,800
200 AT&T Corp.............................. 10,050
300 GTE Corp............................... 9,112
400 MCI Communications Corp................ 7,350
200 Motorola, Inc.......................... 11,575
300 Sprint Corp............................ 8,288
300 Tele Danmark AS (ADR)*................. 7,650
300 Telefonica Espana, S.A. (ADR).......... 10,537
300 U.S. West, Inc......................... 10,688
----------
82,050
----------
UTILITIES - ELECTRIC (21.7%)
300 American Electric Power, Inc........... 9,862
400 CINergy Corp........................... 9,350
300 Duke Power Company..................... 11,438
400 Eastern Utilities Associates........... 8,800
200 FPL Group, Inc......................... 7,025
200 Pacific Gas & Electric Co.............. 4,875
300 PacifiCorp............................. 5,438
400 Public Service Company, Colorado....... 11,750
200 SCANA Corp............................. 8,425
200 SCE Corp............................... 2,925
400 TECO Energy, Inc....................... 8,050
400 Unicom Corp............................ 9,600
400 Wisconsin Energy Corp.................. 10,350
----------
107,888
----------
<CAPTION>
NUMBER OF
SHARES VALUE
- --------------- ----------
<C> <S> <C>
UTILITIES - TELECOMMUNICATIONS (3.3%)
400 Rochester Telephone Corp.*............. $ 8,450
200 SBC Communications, Inc................ 8,075
----------
16,525
----------
TOTAL COMMON STOCKS (IDENTIFIED COST
$244,280)............................ 243,988
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN THOUSANDS)
- ---------------
<C> <S> <C>
SHORT-TERM INVESTMENTS (A) (67.2%)
U.S. GOVERNMENT AGENCIES
$ 235 Federal Home Loan Banks 5.75% due
01/03/95............................. 234,925
50 Federal Home Loan Mortgage Corp. 5.94%
due 01/04/95......................... 49,975
50 Federal National Mortgage Association
5.96% due 01/13/95................... 49,901
----------
TOTAL SHORT-TERM INVESTMENTS (AMORTIZED
COST $334,801)....................... 334,801
----------
TOTAL INVESTMENTS
(IDENTIFIED COST
$579,081) (B)............ 116.2 % 578,789
LIABILITIES IN
EXCESS OF CASH
AND OTHER ASSETS......... (16.2) (80,869)
---------- ----------
NET ASSETS................. 100.0 % $ 497,920
---------- ----------
---------- ----------
<FN>
- ----------------
ADR AMERICAN DEPOSITORY RECEIPT.
* NON-INCOME PRODUCING SECURITY.
(A) U.S. GOVERNMENT AGENCIES WERE PURCHASED ON A DISCOUNT BASIS. THE INTEREST
RATES SHOWN HAVE BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $579,081; THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $3,530 AND THE AGGREGATE GROSS
UNREALIZED DEPRECIATION IS $3,822, RESULTING IN NET UNREALIZED
DEPRECIATION OF $292.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
51 - PROSPECTUS
<PAGE>
DIVIDEND GROWTH
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ----------- -----------
<C> <S> <C>
COMMON STOCKS (74.5%)
AEROSPACE (4.3%)
950 United Technologies Corp.... $ 59,731
-----------
AUTOMOTIVE (4.5%)
1,250 Chrysler Corp............... 61,250
-----------
BANKS (4.1%)
1,425 BankAmerica Corp............ 56,287
-----------
BEVERAGES (4.2%)
1,600 PepsiCo, Inc................ 58,000
-----------
CHEMICALS (4.4%)
850 Monsanto Co................. 59,925
-----------
CONGLOMERATES (4.2%)
1,375 Tenneco, Inc................ 58,438
-----------
DRUGS (4.1%)
1,750 Abbott Laboratories......... 57,094
-----------
FOODS (4.2%)
1,900 Quaker Oats Co.............. 58,425
-----------
MACHINERY - DIVERSIFIED (5.4%)
1,125 Deere & Co.................. 74,531
-----------
METALS & MINING (4.5%)
1,000 Phelps Dodge Corp........... 61,875
-----------
OFFICE EQUIPMENT (4.3%)
1,850 Pitney-Bowes, Inc........... 58,737
-----------
PHOTOGRAPHY (5.0%)
1,450 Eastman Kodak Co............ 69,237
-----------
<CAPTION>
NUMBER OF
SHARES VALUE
- ----------- -----------
<C> <S> <C>
RETAIL (4.2%)
1,700 May Department Stores Co.... $ 57,375
-----------
TELEPHONES (4.2%)
2,100 Sprint Corp................. 58,013
-----------
TOBACCO (4.4%)
1,050 Philip Morris Cos., Inc..... 60,375
-----------
UTILITIES - ELECTRIC (4.2%)
2,375 Pacific Gas & Electric
Co........................ 57,892
-----------
UTILITIES - GAS (4.3%)
1,950 Enron Corp.................. 59,475
-----------
TOTAL COMMON STOCKS
(IDENTIFIED COST
$1,025,266)............... 1,026,660
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
(IN THOUSANDS)
- ---------------
<C> <S> <C>
SHORT-TERM INVESTMENT (A) (24.7%)
U.S. GOVERNMENT AGENCY
$ 340 Federal Home Loan Banks
5.75% due 01/03/95
(Amortized Cost
$339,891).............. 339,891
-----------
TOTAL INVESTMENTS (IDENTIFIED
COST $1,365,157) (B)........ 99.2% 1,366,551
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES....... 0.8 11,163
---------- ----------
NET ASSETS.................... 100.0% $1,377,714
---------- ----------
---------- ----------
<FN>
- ----------------
(A) U.S. GOVERNMENT AGENCY WAS PURCHASED ON A DISCOUNT BASIS. THE INTEREST
RATE SHOWN HAS BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $1,365,157; THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $17,829 AND THE AGGREGATE GROSS
UNREALIZED DEPRECIATION IS $16,435, RESULTING IN NET UNREALIZED
APPRECIATION OF $1,394.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
52 - PROSPECTUS
<PAGE>
VALUE-ADDED MARKET
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
COMMON STOCKS (86.7%)
AEROSPACE & DEFENSE (2.4%)
50 General Dynamics Corp......... $ 2,175
30 Lockheed Corp................. 2,179
45 Martin Marietta Corp.......... 1,997
15 McDonnell Douglas Corp........ 2,130
----------
8,481
----------
AIRLINES (1.1%)
40 AMR Corp.*.................... 2,130
95 Southwest Airlines Co......... 1,591
----------
3,721
----------
ALUMINUM (0.6%)
40 Reynolds Metals Co............ 1,960
----------
AUTO PARTS - AFTER MARKET (1.2%)
60 Genuine Parts Co.............. 2,160
60 Goodyear Tire & Rubber Co..... 2,018
----------
4,178
----------
BANKS - MONEY CENTER (0.6%)
45 First Chicago Corp............ 2,149
----------
BANKS - REGIONAL (5.1%)
75 Bank of Boston Corp........... 1,941
55 Barnett Banks, Inc............ 2,111
65 Boatmens Bancshares, Inc. .... 1,762
80 CoreStates Financial Corp..... 2,080
45 First Fidelity Bancorp........ 2,019
80 National City Corp............ 2,070
70 NBD Bancorp, Inc.............. 1,915
120 Shawmut National Corp......... 1,965
90 U.S. Bancorp.................. 2,014
----------
17,877
----------
BROADCAST MEDIA (1.1%)
35 CBS, Inc...................... 1,938
115 Comcast Corp. (Class A
Special).................... 1,797
----------
3,735
----------
BUILDING MATERIALS (1.1%)
85 Masco Corp.................... 1,923
60 Sherwin - Williams Co......... 1,988
----------
3,911
----------
CHEMICALS (2.2%)
40 Eastman Chemical Co........... 2,020
15 Hercules, Inc................. 1,730
90 Praxair, Inc.................. 1,845
35 Rohm & Haas Co................ 1,999
----------
7,594
----------
CHEMICALS - DIVERSIFIED (0.6%)
90 Engelhard Corp................ 2,003
----------
CHEMICALS - SPECIALTY (1.7%)
50 Grace (W.R.) & Co. ........... 1,931
35 Great Lakes Chemical Corp..... 1,995
75 Morton International, Inc..... 2,138
----------
6,064
----------
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
COMMUNICATIONS - EQUIPMENT/MANUFACTURERS
(0.7%)
70 DSC Communications Corp.*..... $ 2,520
----------
COMPUTERS - SYSTEMS (1.9%)
55 Apple Computer, Inc........... 2,131
65 Digital Equipment Corp.*...... 2,161
65 Sun Microsystems, Inc.*....... 2,299
----------
6,591
----------
CONGLOMERATES (0.6%)
40 Textron, Inc.................. 2,015
----------
CONTAINERS - METAL & GLASS (0.5%)
50 Crown Cork & Seal, Inc.*...... 1,887
----------
CONTAINERS - PAPER (0.6%)
45 Temple-Inland, Inc............ 2,031
----------
COSMETICS (1.2%)
35 Avon Products, Inc............ 2,091
45 International Flavors &
Fragrances, Inc............. 2,081
----------
4,172
----------
DISTRIBUTORS - CONSUMER PRODUCTS (0.5%)
75 Sysco Corp. .................. 1,931
----------
ELECTRICAL EQUIPMENT (1.8%)
35 Grainger (W.W.), Inc.......... 2,021
70 Honeywell, Inc................ 2,205
160 Westinghouse Electric Corp.... 1,960
----------
6,186
----------
ELECTRONIC - SEMICONDUCTORS (1.2%)
85 Advanced Micro Devices,
Inc.*....................... 2,114
50 Micron Technology, Inc........ 2,206
----------
4,320
----------
ELECTRONICS - DEFENSE (0.5%)
50 Loral Corp. .................. 1,894
----------
ENGINEERING & CONSTRUCTION (0.5%)
45 Fluor Corp.................... 1,941
----------
FINANCIAL - MISCELLANEOUS (1.7%)
80 MBNA Corp..................... 1,870
55 Salomon, Inc.................. 2,063
40 Transamerica Corp............. 1,990
----------
5,923
----------
FOODS (2.3%)
40 Hershey Foods Corp. .......... 1,935
65 Quaker Oats Co. .............. 1,998
45 Ralston-Ralston Purina
Group....................... 2,008
40 Wrigley, (Wm.), Jr., Co.
(Class A)................... 1,975
----------
7,916
----------
</TABLE>
53 - PROSPECTUS
<PAGE>
VALUE-ADDED MARKET
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
GOLD MINING (1.1%)
115 Homestake Mining Co........... $ 1,969
50 Newmont Mining Corp........... 1,800
----------
3,769
----------
HEALTH CARE DIVERSIFIED (0.6%)
70 Mallinckrodt Group, Inc....... 2,091
----------
HEAVY DUTY TRUCKS & PARTS (1.2%)
95 Dana Corp..................... 2,221
40 Eaton Corp.................... 1,980
----------
4,201
----------
HOSPITAL MANAGEMENT (0.6%)
160 National Medical Enterprises,
Inc.*....................... 2,260
----------
HOTELS/MOTELS (1.7%)
30 Hilton Hotels Corp............ 2,020
70 Marriott International,
Inc......................... 1,969
65 Promus Cos., Inc.*............ 2,015
----------
6,004
----------
HOUSEHOLD FURNISHINGS & APPLIANCES (0.6%)
40 Whirlpool Corp................ 2,010
----------
HOUSEHOLD PRODUCTS (1.2%)
35 Clorox Co..................... 2,061
30 Scott Paper Co................ 2,074
----------
4,135
----------
HOUSEWARES (1.7%)
90 Newell Co..................... 1,890
45 Premark International,
Inc. ....................... 1,969
70 Rubbermaid, Inc............... 2,013
----------
5,872
----------
LIFE INSURANCE (2.8%)
40 Jefferson-Pilot Corp.......... 2,075
55 Lincoln National Corp......... 1,925
65 Providian Corp................ 2,007
55 Torchmark Corp................ 1,917
50 UNUM Corp..................... 1,888
----------
9,812
----------
MACHINERY - DIVERSIFIED (1.1%)
60 Cooper Industries, Inc. ...... 2,048
60 Ingersoll Rand Co............. 1,890
----------
3,938
----------
MANUFACTURING - DIVERSIFIED INDUSTRIES
(1.1%)
35 Dover Corp.................... 1,807
45 Illinois Tool Works, Inc...... 1,969
----------
3,776
----------
MEDICAL PRODUCTS & SUPPLIES (0.5%)
40 Becton, Dickinson & Co........ 1,920
----------
METALS - MISCELLANEOUS (1.7%)
75 Cyprus Amax Minerals Co....... 1,959
70 Inco, Ltd..................... 2,004
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
35 Phelps Dodge Corp. ........... $ 2,166
----------
6,129
----------
MISCELLANEOUS (1.8%)
55 Harcourt General, Inc......... 1,939
65 Pioneer Hi-Bred
International............... 2,210
30 TRW, Inc...................... 1,980
----------
6,129
----------
MULTI-LINE INSURANCE (0.5%)
30 CIGNA Corp.................... 1,909
----------
OFFICE EQUIPMENT & SUPPLIES (0.6%)
35 Alco Standard................. 2,196
----------
OIL - DOMESTIC INTEGRATED (2.4%)
45 Amerada Hess Corp............. 2,053
45 Kerr-McGee Corp. ............. 2,070
75 Sun Co., Inc.................. 2,156
120 USX-Marathon Group............ 1,965
----------
8,244
----------
OIL - EXPLORATION & PRODUCTION (0.6%)
55 Burlington Resources, Inc..... 1,925
----------
OIL WELL EQUIPMENT & SERVICE (1.6%)
110 Baker Hughes, Inc. ........... 2,008
95 Dresser Industries, Inc....... 1,793
55 Halliburton Co................ 1,822
----------
5,623
----------
PAPER & FOREST PRODUCTS (2.9%)
55 Champion International
Corp........................ 2,008
70 Louisiana-Pacific Corp. ...... 1,908
45 Mead Corp..................... 2,188
45 Union Camp Corp............... 2,121
50 Westvaco Corp. ............... 1,963
----------
10,188
----------
PERSONAL LOANS (0.6%)
55 Household International,
Inc......................... 2,042
----------
PROPERTY - CASUALTY INSURANCE (1.2%)
40 SAFECO Corp................... 2,080
45 St. Paul Cos., Inc. .......... 2,013
----------
4,093
----------
PUBLISHING (0.5%)
25 McGraw-Hill, Inc. ............ 1,672
----------
PUBLISHING - NEWSPAPER (2.4%)
70 Dow Jones & Co., Inc.......... 2,170
40 Knight-Ridder Newspapers,
Inc......................... 2,020
65 Times Mirror Co............... 2,039
40 Tribune Co.................... 2,190
----------
8,419
----------
</TABLE>
54 - PROSPECTUS
<PAGE>
VALUE-ADDED MARKET
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
RAILROADS (1.1%)
40 Burlington Northern, Inc...... $ 1,925
35 Conrail, Inc.................. 1,768
----------
3,693
----------
RETAIL - DEPARTMENT STORES (1.1%)
75 Dillard Department Stores,
Inc. (Class A).............. 2,006
40 Nordstrom, Inc................ 1,680
----------
3,686
----------
RETAIL - DRUG STORES (0.6%)
45 Walgreen Co................... 1,968
----------
RETAIL - FOOD CHAINS (1.7%)
75 American Stores Co............ 2,016
90 Kroger Co.*................... 2,171
35 Winn-Dixie Stores, Inc........ 1,798
----------
5,985
----------
RETAIL - SPECIALTY (2.2%)
95 Circuit City Stores, Inc...... 2,114
60 Melville Corp. ............... 1,853
130 Price Enterprises, Inc.*...... 1,657
40 Tandy Corp.................... 2,005
----------
7,629
----------
RETAIL - SPECIALTY APPAREL (0.6%)
65 Gap (The), Inc................ 1,983
----------
SAVINGS & LOAN COMPANIES (1.7%)
125 Ahmanson (H.F.) & Co.......... 2,016
55 Golden West Financial Corp.... 1,939
120 Great Western Financial
Corp........................ 1,920
----------
5,875
----------
SHOES (1.3%)
30 Nike, Inc. (Class B).......... 2,239
55 Reebok International, Ltd..... 2,173
----------
4,412
----------
SPECIALIZED SERVICES (1.1%)
55 Block (H&R), Inc.............. 2,042
60 Interpublic Group of Cos.,
Inc......................... 1,928
----------
3,970
----------
SPECIALTY PRINTING (1.1%)
75 Deluxe Corp................... 1,988
65 Donnelley (R.R.) & Sons Co.... 1,918
----------
3,906
----------
STEEL (0.6%)
60 USX-U.S. Steel Group, Inc..... 2,130
----------
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
TEXTILES (0.6%)
40 V.F. Corp..................... $ 1,945
----------
TOYS (1.2%)
70 Hasbro, Inc................... 2,048
80 Mattel, Inc................... 2,010
----------
4,058
----------
TRANSPORTATION - MISCELLANEOUS (0.6%)
35 Federal Express Corp.*........ 2,109
----------
UTILITIES - ELECTRIC (5.7%)
90 Baltimore Gas & Electric
Co.......................... 1,991
75 Carolina Power & Light Co. ... 1,996
85 Central & South West Corp..... 1,923
75 Detroit Edison Co............. 1,959
55 Houston Industries, Inc....... 1,958
45 Northern States Power Co...... 1,980
110 Ohio Edison Co................ 2,035
110 PacifiCorp.................... 1,994
85 Unicom Corp................... 2,040
55 Union Electric Co. ........... 1,946
----------
19,822
----------
UTILITIES - NATURAL GAS (2.8%)
75 Coastal Corp.................. 1,931
55 Consolidated Natural Gas
Co.......................... 1,953
100 Panhandle Eastern Corp. ...... 1,975
70 Sonat, Inc.................... 1,960
75 Williams Cos., Inc............ 1,884
----------
9,703
----------
TOTAL COMMON STOCKS
(IDENTIFIED COST
$300,095)................... 302,231
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN
THOUSANDS)
- ---------------
<C> <S> <C>
SHORT-TERM INVESTMENT (A) (37.2%)
U.S. GOVERNMENT AGENCY
$ 130 Federal Home Loan Banks
5.75% due 01/03/95
(Amortized Cost
$129,958)................ 129,958
----------
TOTAL INVESTMENTS (IDENTIFIED
COST $430,053) (B)............ 123.9% 432,189
LIABILITIES IN EXCESS OF CASH
AND OTHER ASSETS.............. (23.9) (83,494)
---------- ---------
NET ASSETS...................... 100.0% $ 348,695
---------- ---------
---------- ---------
<FN>
- ----------------
* NON-INCOME PRODUCING SECURITY.
(A) U.S. GOVERNMENT AGENCY WAS PURCHASED ON A DISCOUNT BASIS. THE INTEREST
RATE SHOWN HAS BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $430,053; THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $6,866 AND THE AGGREGATE GROSS
UNREALIZED DEPRECIATION IS $4,730, RESULTING IN NET UNREALIZED
APPRECIATION OF $2,136.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
55 - PROSPECTUS
<PAGE>
CORE EQUITY
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT ON DATE OF MATURITY
(IN THOUSANDS) PURCHASE DATE VALUE
- ----------------- ------------ --------- ----------
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (91.6%)
U.S. GOVERNMENT AGENCIES & OBLIGATION
$ 50 Federal Farm Credit Bank................................... 5.82% 01/06/95 $ 49,960
100 Federal Home Loan Banks.................................... 5.87 01/18/95 99,724
50 Federal Home Loan Mortgage Corp............................ 5.99 01/19/95 49,851
50 Federal National Mortgage Association...................... 5.85 01/06/95 49,959
40 U.S. Treasury Bill......................................... 4.79 02/09/95 39,794
----------
TOTAL INVESTMENTS (AMORTIZED COST $289,288) (A)............ 91.6% 289,288
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES............. 8.4 26,666
---------- ---------
NET ASSETS................................................. 100.0% $ 315,954
---------- ---------
---------- ---------
<FN>
- ----------------
(A) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
56 - PROSPECTUS
<PAGE>
AMERICAN VALUE
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
COMMON STOCKS (69.5%)
BASIC CYCLICAL COMMODITIES (4.3%)
100 Aluminum Co. of America...... $ 8,662
200 Georgia Gulf Corp.*.......... 7,775
100 International Paper Co....... 7,538
400 Union Carbide Corp........... 11,750
----------
35,725
----------
CABLE/CELLULAR (1.8%)
200 California Microwave,
Inc.*...................... 7,200
200 DSC Communications Corp.*.... 7,200
----------
14,400
----------
COMPUTER EQUIPMENT (0.8%)
300 EMC Corp. (Mass.)*........... 6,487
----------
COMPUTER SOFTWARE (4.7%)
300 Informix Corp.*.............. 9,600
150 Microsoft Corp.*............. 9,169
250 Oracle Systems Corp.*........ 11,031
200 Peoplesoft, Inc.*............ 7,450
100 Symantec Corp.*.............. 1,750
----------
39,000
----------
CONSUMER BUSINESS SERVICES (3.4%)
200 Computer Sciences Corp.*..... 10,200
120 First Financial Management
Corp....................... 7,395
200 Omnicom Group, Inc........... 10,350
----------
27,945
----------
COSMETICS (0.7%)
120 International Flavors &
Fragrances, Inc............ 5,550
----------
DRUGS (5.2%)
250 Merck & Co., Inc............. 9,531
100 Pfizer, Inc.................. 7,725
400 Scherer (R.P.)*.............. 18,150
100 Schering-Plough Corp......... 7,400
----------
42,806
----------
ELECTRONIC COMPONENTS (0.8%)
100 Emerson Electric Co.......... 6,250
----------
ELECTRONICS - SEMICONDUCTORS/ COMPONENTS
(2.9%)
100 Intel Corp................... 6,362
200 Micron Technology, Inc....... 8,825
150 Motorola, Inc................ 8,681
----------
23,868
----------
ELECTRONICS - SPECIALTY (2.5%)
200 Altera Corp.*................ 8,350
100 Maxim Integrated Products,
Inc.*...................... 3,500
150 Xilinx, Inc.................. 8,850
----------
20,700
----------
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
ENERGY (2.1%)
120 Amoco Corp................... $ 7,095
120 Mobil Corp................... 10,110
----------
17,205
----------
ENTERTAINMENT (3.6%)
400 Broderbund Software, Inc.*... 18,700
300 Macromedia, Inc.*............ 7,650
100 Sierra On-Line, Inc.*........ 3,375
----------
29,725
----------
FINANCIAL - MISCELLANEOUS (5.2%)
100 American International Group,
Inc........................ 9,800
140 General Re Corp.............. 17,325
500 Green Tree Financial Corp.... 15,187
----------
42,312
----------
FOODS & BEVERAGES (3.2%)
400 Archer-Daniels-Midland Co.... 8,250
200 Coca Cola Co................. 10,300
150 CPC International, Inc....... 7,988
----------
26,538
----------
HEALTHCARE PRODUCTS & SERVICES (6.3%)
200 Columbia/HCA Healthcare
Corp....................... 7,300
300 Genesis Health Ventures,
Inc.*...................... 9,487
300 Horizon Healthcare Corp.*.... 8,400
400 Humana Corp.*................ 9,050
300 Shared Medical Systems
Corp....................... 9,825
300 Sun Healthcare Group, Inc.... 7,613
----------
51,675
----------
HOTELS/MOTELS (0.8%)
300 La Quinta Inns, Inc.......... 6,413
----------
HOUSEHOLD PRODUCTS (4.5%)
150 Clorox Co.................... 8,831
100 Gillette Co.................. 7,475
100 Procter & Gamble Co.......... 6,200
100 Scott Paper Co............... 6,913
300 Sunbeam-Oster, Inc........... 7,725
----------
37,144
----------
INDUSTRIALS (0.5%)
100 Fluor Corp................... 4,313
----------
MACHINERY (1.0%)
150 Caterpillar, Inc............. 8,269
----------
MEDIA GROUP (1.1%)
400 Tele-Communications, Inc.*... 8,700
----------
MEDICAL PRODUCTS & SUPPLIES (2.2%)
250 Allergan, Inc................ 7,063
200 Medtronic, Inc............... 11,125
----------
18,188
----------
</TABLE>
57 - PROSPECTUS
<PAGE>
AMERICAN VALUE
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
POLLUTION CONTROL (1.0%)
300 Browning-Ferris Industries,
Inc........................ $ 8,512
----------
RETAIL (3.6%)
200 Home Depot, Inc.............. 9,200
200 Officemax, Inc.*............. 5,300
100 Outboard Marine Corp. ....... 1,963
400 Revco D.S., Inc.*............ 9,450
200 Vons Cos., Inc. ............. 3,600
----------
29,513
----------
TELECOMMUNICATIONS (5.4%)
50 Ascend Communications,
Inc.*...................... 2,037
300 Bay Networks, Inc.*.......... 8,775
225 Cisco Systems, Inc.*......... 7,875
100 Ericsson (L.M.) Telephone Co.
(ADR)...................... 5,513
100 Shiva Corp.*................. 3,975
150 Tellabs, Inc.*............... 8,325
150 ThreeCom Corp.*.............. 7,725
----------
44,225
----------
UTILITIES (1.9%)
200 FPL Group, Inc............... 7,025
450 Southern Co.................. 9,000
----------
16,025
----------
TOTAL COMMON STOCKS
(IDENTIFIED COST
$557,211).................. 571,488
----------
CONVERTIBLE PREFERRED STOCK (0.9%)
COMMUNICATIONS - EQUIPMENT & SOFTWARE
(0.9%)
100 Nokia Corp. (ADR)
(Identified Cost
$7,492)*................... 7,500
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN
THOUSANDS) VALUE
- ------------- ----------
<C> <S> <C>
SHORT-TERM INVESTMENTS (A) (32.7%)
U.S. GOVERNMENT AGENCIES
$ 60 Federal Farm Credit Bank
6.06% due 02/08/95......... $ 59,620
60 Federal Home Loan Mortgage
Corp. 5.91% due 01/06/95... 59,951
60 Federal Home Loan Mortgage
Corp. 6.00% due 01/30/95... 59,712
90 Federal National Mortgage
Association 5.99% due
01/24/95................... 89,658
----------
TOTAL SHORT-TERM INVESTMENTS
(AMORTIZED COST
$268,941).................. 268,941
----------
TOTAL INVESTMENTS (IDENTIFIED
COST
$833,644) (B)............... 103.1% 847,929
LIABILITIES IN
EXCESS OF CASH
AND OTHER ASSETS............ (3.1) (25,226)
---------- --------
NET ASSETS.................... 100.0% $822,703
---------- --------
---------- --------
<FN>
- ----------------
ADR AMERICAN DEPOSITORY RECEIPT.
* NON-INCOME PRODUCING SECURITY.
(A) U.S. GOVERNMENT AGENCIES WERE PURCHASED ON A DISCOUNT BASIS. THE INTEREST
RATES SHOWN HAVE BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $834,332; THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $21,446 AND THE AGGREGATE GROSS
UNREALIZED DEPRECIATION IS $7,849, RESULTING IN NET UNREALIZED
APPRECIATION OF $13,597.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
58 - PROSPECTUS
<PAGE>
GLOBAL EQUITY
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ----------- -----------
<C> <S> <C>
COMMON AND PREFERRED STOCKS (81.6%)
CANADA (2.1%)
OIL & GAS DRILLING
1,500 Talisman Energy, Inc.*..... $ 25,094
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
FINLAND (3.8%)
TELECOMMUNICATION & EQUIPMENT
600 Nokia Corp. (Pref.)
(ADR)*................... 45,000
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
FRANCE (3.3%)
FOODS & BEVERAGES
250 LVMH-Moet Hennessey Louis
Vuitton.................. 39,466
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
HONG KONG (4.0%)
TELECOMMUNICATIONS
2,500 Hong Kong
Telecommunications, Ltd.
(ADR).................... 47,813
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
JAPAN (36.3%)
ELECTRONIC & ELECTRICAL EQUIPMENT
5,000 NEC Corp. ................. 57,143
-----------
ELECTRONIC COMPONENTS
2,000 Rohm Co., Ltd. ............ 84,612
-----------
FINANCIAL SERVICES
2,000 Orix Corp. ................ 73,784
-----------
HEALTH & PERSONAL CARE
3,000 Santen Pharmaceutical
Co. ..................... 82,707
-----------
MACHINERY - DIVERSIFIED
10,000 Mitsubishi Heavy
Industries, Ltd.......... 76,190
-----------
WHOLESALE & INTERNATIONAL TRADE
7,000 Mitsui & Co. .............. 59,649
-----------
TOTAL JAPAN................ 434,085
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
SINGAPORE (4.6%)
MACHINERY - DIVERSIFIED
6,500 Keppel Corp., Ltd. ........ 55,357
-----------
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ----------- -----------
<C> <S> <C>
UNITED KINGDOM (3.7%)
BUSINESS SERVICES
6,000 Reuters Holding PLC........ $ 43,823
-----------
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
UNITED STATES (23.8%)
ELECTRONICS - SEMICONDUCTORS/ COMPONENTS
500 Motorola, Inc.............. 28,938
-----------
FOODS
1,000 Archer-Daniels-Midland
Co. ..................... 20,625
-----------
NATURAL GAS
2,000 Public Service Co. of
Colorado................. 58,750
-----------
OIL - INTEGRATED
1,000 Mobil Corp. ............... 84,250
-----------
RETAIL - SPECIALTY
2,000 Home Depot, Inc............ 92,000
-----------
TOTAL UNITED STATES........ 284,563
-----------
TOTAL COMMON AND PREFERRED
STOCKS (IDENTIFIED COST
$976,485)................ 975,201
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN
THOUSANDS)
- -----------
<C> <S> <C>
SHORT-TERM INVESTMENTS (A) (16.7%)
U.S. GOVERNMENT AGENCIES
$ 100 Federal Farm Credit Bank
5.91% due 01/12/95....... 99,820
100 Student Loan Market
Association 5.94% due
01/20/95................. 99,689
-----------
TOTAL SHORT-TERM
INVESTMENTS (AMORTIZED
COST $199,509)........... 199,509
-----------
TOTAL INVESTMENTS
(IDENTIFIED COST
$1,175,994) (B)........... 98.3% 1,174,710
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES..... 1.7 19,708
---------- -----------
NET ASSETS.................. 100.0% $ 1,194,418
---------- -----------
---------- -----------
<FN>
- ----------------
ADR AMERICAN DEPOSITORY RECEIPT.
* NON-INCOME PRODUCING SECURITY.
(A) U.S. GOVERNMENT AGENCIES WERE PURCHASED ON A DISCOUNT BASIS. THE INTEREST
RATES SHOWN HAVE BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST OF INVESTMENTS FOR FEDERAL INCOME TAX PURPOSES IS
$1,175,994; THE AGGREGATE GROSS UNREALIZED APPRECIATION IS $12,316 AND THE
AGGREGATE GROSS UNREALIZED DEPRECIATION IS $13,600, RESULTING IN NET
UNREALIZED DEPRECIATION OF $1,284.
</TABLE>
FORWARD FOREIGN CURRENCY CONTRACTS OPEN AT DECEMBER 31, 1994:
<TABLE>
<CAPTION>
IN GROSS
CONTRACTS EXCHANGE DELIVERY UNREALIZED
TO RECEIVE FOR DATE APPRECIATION
- ---------- ---------- -------- ------------
<S> <C> <C> <C>
L 28,399 US$ 44,334 01/05/95 $82
---
---
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
59 - PROSPECTUS
<PAGE>
GLOBAL EQUITY
SUMMARY OF INVESTMENTS BY INDUSTRY CLASSIFICATION
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT OF
INDUSTRY VALUE NET ASSETS
- -------------------------------------------------------------------------------- --------- -------------
<S> <C> <C>
Business Services............................................................... $ 43,823 3.7%
Electronic Components........................................................... 84,612 7.0
Electronics & Electrical Equipment.............................................. 57,143 4.8
Electronics - Semiconductors/Components......................................... 28,938 2.4
Financial Services.............................................................. 73,784 6.2
Foods........................................................................... 20,625 1.7
Foods & Beverages............................................................... 39,466 3.3
Health & Personal Care.......................................................... 82,707 6.9
Machinery - Diversified......................................................... 131,547 11.0
Natural Gas..................................................................... 58,750 4.9
Oil & Gas Drilling.............................................................. 25,094 2.1
Oil - Integrated................................................................ 84,250 7.1
Retail - Specialty.............................................................. 92,000 7.7
Telecommunications.............................................................. 47,813 4.0
Telecommunication & Equipment................................................... 45,000 3.8
U.S. Government Agencies........................................................ 199,509 16.7
Wholesale & International Trade................................................. 59,649 5.0
--------- ---
$1,174,710 98.3%
--------- ---
--------- ---
</TABLE>
SUMMARY OF INVESTMENTS BY TYPE
- ------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT OF
TYPE OF INVESTMENT VALUE NET ASSETS
- -------------------------------------------------------------------------------- --------- -------------
<S> <C> <C>
Common Stocks................................................................... $ 930,201 77.8%
Preferred Stock................................................................. 45,000 3.8
Short-Term Investments.......................................................... 199,509 16.7
--------- ---
$1,174,710 98.3%
--------- ---
--------- ---
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
60 - PROSPECTUS
<PAGE>
DEVELOPING GROWTH
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
COMMON STOCKS (24.2%)
AUTO PARTS (1.1%)
75 Exide Corp.................... $ 4,219
----------
BROADCAST MEDIA (1.0%)
180 Heftel Broadcasting Corp. (A
Shares)*.................... 1,755
200 Westwood One, Inc.*........... 1,950
----------
3,705
----------
BUSINESS SYSTEMS (0.7%)
150 American Management Systems,
Inc.*....................... 2,850
----------
CHEMICALS - SPECIALTY (0.9%)
200 Crompton & Knowles Corp....... 3,300
----------
COMPUTER SOFTWARE (1.0%)
150 Kronos, Inc.*................. 3,900
----------
CONSUMER PRODUCTS (1.3%)
300 Bolle America, Inc.*.......... 2,700
150 Day Runner, Inc.*............. 2,325
----------
5,025
----------
ELECTRICAL EQUIPMENT (0.8%)
93 Molex, Inc.................... 3,208
----------
ELECTRONICS - SEMICONDUCTORS/ COMPONENTS
(2.2%)
100 Cypress Semiconductor
Corp.*...................... 2,313
100 Electroglas, Inc.*............ 3,325
65 Micron Technology, Inc........ 2,868
----------
8,506
----------
ENTERTAINMENT & LEISURE TIME (1.2%)
100 Broderbund Software, Inc.*.... 4,675
----------
ENTERTAINMENT/GAMING (0.9%)
150 Primadonna Resorts, Inc.*..... 3,562
----------
FINANCIAL SERVICES (0.6%)
100 World Acceptance Corp.*....... 2,300
----------
HOSPITAL MANAGEMENT (0.8%)
150 Theratx, Inc.*................ 2,888
----------
HOTELS/MOTELS (0.8%)
150 La Quinta Inns, Inc........... 3,206
----------
MEDICAL EQUIPMENT (1.0%)
200 Pyxis Corp.*.................. 3,800
----------
MEDICAL PRODUCTS & SUPPLIES (1.2%)
100 Omnicare, Inc. ............... 4,387
----------
<CAPTION>
NUMBER OF
SHARES VALUE
- ------------- ----------
<C> <S> <C>
OFFICE EQUIPMENT & SUPPLIES (1.6%)
150 Corporate Express, Inc.*...... $ 2,888
100 Viking Office Products,
Inc.*....................... 3,050
----------
5,938
----------
OIL & GAS (0.6%)
200 Box Energy Corp.*............. 2,125
----------
OIL & GAS PRODUCTS (1.1%)
100 Seitel, Inc.*................. 2,150
150 Tatham Offshore, Inc.*........ 1,913
----------
4,063
----------
RETAIL - DEPARTMENT STORES (0.8%)
100 Dollar General Corp.*......... 2,950
----------
RETAIL - DRUG STORES (0.8%)
100 Eckerd Corp.*................. 2,987
----------
RETAIL - SPECIALTY (0.8%)
100 Gymboree Corp.*............... 2,875
----------
TELECOMMUNICATION EQUIPMENT (2.1%)
200 Bay Networks, Inc.*........... 5,850
150 Boston Technology, Inc.*...... 2,138
----------
7,988
----------
TRANSPORTATION (0.9%)
75 Fritz Companies, Inc.*........ 3,487
----------
TOTAL COMMON STOCKS
(IDENTIFIED COST $89,039)... 91,944
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN
THOUSANDS)
- -------------
<C> <S> <C>
SHORT-TERM INVESTMENTS (A) (70.3%)
COMMERCIAL PAPER (12.6%)
CHEMICALS (4.2%)
$ 16 Dupont (E.I.) de Nemours &
Co. 5.86% due 01/26/95..... 15,936
----------
TELECOMMUNICATIONS (8.4%)
16 Ameritech Corp. 5.83% due
01/18/95................... 15,956
16 AT&T Corp. 5.86% due
01/25/95................... 15,938
----------
31,894
----------
TOTAL COMMERCIAL PAPER
(AMORTIZED COST $47,830)... 47,830
----------
</TABLE>
61 - PROSPECTUS
<PAGE>
DEVELOPING GROWTH
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT (IN
THOUSANDS) VALUE
- ------------- ----------
U.S. GOVERNMENT AGENCIES (57.7%)
<C> <S> <C>
$ 30 Federal Farm Credit Bank
6.06% due 02/08/95......... $ 29,810
30 Federal Home Loan Mortgage
Corp. 6.00% due 01/30/95... 29,856
45 Federal National Mortgage
Assoc. 6.00% due
01/24/95................... 44,829
115 Tennessee Valley Authority
5.81% due 01/09/95......... 114,852
----------
TOTAL U.S. GOVERNMENT
AGENCIES (AMORTIZED COST
$219,347).................. 219,347
----------
TOTAL SHORT-TERM INVESTMENTS
(AMORTIZED COST
$267,177).................. 267,177
----------
TOTAL INVESTMENTS (IDENTIFIED
COST $356,216) (B).......... 94.5% 359,121
CASH AND OTHER ASSETS IN
EXCESS OF LIABILITIES....... 5.5 21,056
---------- ----------
NET ASSETS.................... 100.0% $ 380,177
---------- ----------
---------- ----------
<FN>
- ----------------
* NON-INCOME PRODUCING SECURITY.
(A) SECURITIES WERE PURCHASED ON A DISCOUNT BASIS. THE INTEREST RATES SHOWN
HAVE BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $356,216; THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $5,361 AND THE AGGREGATE GROSS
UNREALIZED DEPRECIATION IS $2,456, RESULTING IN NET UNREALIZED
APPRECIATION OF $2,905.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
62 - PROSPECTUS
<PAGE>
EMERGING MARKETS
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUALIZED
PRINCIPAL YIELD
AMOUNT ON DATE OF MATURITY
(IN THOUSANDS) PURCHASE DATE VALUE
- --------------- -------------- --------- ----------
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (91.4%)
U.S. GOVERNMENT AGENCIES & OBLIGATION
$ 85 Federal Farm Credit Bank................................ 5.89% 01/25/95 $ 84,668
100 Federal Home Loan Banks................................. 5.82 01/09/95 99,870
100 Federal Home Loan Mortgage Corp. ....................... 5.77 01/06/95 99,920
75 Federal National Mortgage Association................... 5.83 01/03/95 74,976
50 U.S. Treasury Bill...................................... 4.61 01/19/95 49,885
----------
TOTAL INVESTMENTS (AMORTIZED COST $409,319) (A)............ 91.4% 409,319
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES............. 8.6 38,397
---------- ---------
NET ASSETS................................................. 100.0% $ 447,716
---------- ---------
---------- ---------
<FN>
- ----------------
(A) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
63 - PROSPECTUS
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NORTH
AMERICAN
GOVERNMENT DIVERSIFIED
MONEY MARKET SECURITIES INCOME BALANCED
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at value *... $ 1,233,049 $ 114,789 $ 395,369 $ 763,147
Cash.................................... 980 17,746 1,835 17,740
Receivable for:
Investments sold...................... -- -- -- --
Shares of beneficial interest sold.... -- -- 5,096 11,310
Dividends............................. -- -- -- --
Interest.............................. -- -- -- 3,330
Deferred organizational expenses........ 8,095 8,091 8,091 8,091
Net receivable from investment
manager............................... 238 242 242 242
------------ ------------ ------------ ------------
TOTAL ASSETS.................... 1,242,362 140,868 410,633 803,860
------------ ------------ ------------ ------------
LIABILITIES:
Payable for:
Investments purchased................. -- -- -- --
Shares of beneficial interest
repurchased......................... 82 10,042 -- --
Organizational expenses payable......... 8,333 8,333 8,333 8,333
------------ ------------ ------------ ------------
TOTAL LIABILITIES............... 8,415 18,375 8,333 8,333
------------ ------------ ------------ ------------
NET ASSETS:
Paid-in-capital......................... 1,233,947 121,998 401,124 792,955
Undistributed net investment income..... -- 495 1,176 2,999
Net realized loss....................... -- -- -- --
Net unrealized appreciation
(depreciation)........................ -- -- -- (427)
------------ ------------ ------------ ------------
NET ASSETS...................... $ 1,233,947 $ 122,493 $ 402,300 $ 795,527
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
*IDENTIFIED COST........................ $ 1,233,049 $ 114,789 $ 395,369 $ 763,574
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SHARES OF BENEFICIAL INTEREST
OUTSTANDING........................... 1,233,947 12,201 40,034 79,245
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
NET ASSET VALUE PER SHARE (unlimited
authorized shares of $.01 par
value)................................ $1.00 $10.04 $10.05 $10.04
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
64 - PROSPECTUS
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIVIDEND VALUE-ADDED AMERICAN GLOBAL
UTILITIES GROWTH MARKET CORE EQUITY VALUE EQUITY
------------ ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in securities, at value
*.................................... $ 578,789 $ 1,366,551 $ 432,189 $ 289,288 $ 847,929 $ 1,174,710
Cash................................... 4,275 1,161 1,385 20,197 10,339 28,360
Receivable for:
Investments sold..................... -- -- -- -- 13,661 --
Shares of beneficial interest sold... 2,558 7,474 3,072 6,469 27,244 35,110
Dividends............................ 346 2,528 370 -- 152 572
Interest............................. -- -- -- -- -- --
Deferred organizational expenses....... 8,091 8,091 8,091 8,091 8,091 8,091
Net receivable from investment
manager.............................. 242 242 242 242 242 242
------------ ----------- ------------ ------------ ------------ -----------
TOTAL ASSETS................... 594,301 1,386,047 445,349 324,287 907,658 1,247,085
------------ ----------- ------------ ------------ ------------ -----------
LIABILITIES:
Payable for:
Investments purchased................ 88,048 -- 88,321 -- 76,622 44,334
Shares of beneficial interest
repurchased........................ -- -- -- -- -- --
Organizational expenses payable........ 8,333 8,333 8,333 8,333 8,333 8,333
------------ ----------- ------------ ------------ ------------ -----------
TOTAL LIABILITIES.............. 96,381 8,333 96,654 8,333 84,955 52,667
------------ ----------- ------------ ------------ ------------ -----------
NET ASSETS:
Paid-in-capital........................ 496,552 1,371,303 345,767 314,853 809,708 1,192,704
Undistributed net investment income.... 1,660 5,017 792 1,101 2,153 2,998
Net realized loss...................... -- -- -- -- (3,443) --
Net unrealized appreciation
(depreciation)....................... (292) 1,394 2,136 -- 14,285 (1,284)
------------ ----------- ------------ ------------ ------------ -----------
NET ASSETS..................... $ 497,920 $ 1,377,714 $ 348,695 $ 315,954 $ 822,703 $ 1,194,418
------------ ----------- ------------ ------------ ------------ -----------
------------ ----------- ------------ ------------ ------------ -----------
*IDENTIFIED COST....................... $ 579,081 $ 1,365,157 $ 430,053 $ 289,288 $ 833,644 $ 1,175,994
------------ ----------- ------------ ------------ ------------ -----------
------------ ----------- ------------ ------------ ------------ -----------
SHARES OF BENEFICIAL INTEREST
OUTSTANDING.......................... 49,584 138,136 35,237 31,445 81,830 120,161
------------ ----------- ------------ ------------ ------------ -----------
------------ ----------- ------------ ------------ ------------ -----------
NET ASSET VALUE PER SHARE (unlimited
authorized shares of $.01 par
value)............................... $10.04 $9.97 $9.90 $10.05 $10.05 $9.94
------------ ----------- ------------ ------------ ------------ -----------
------------ ----------- ------------ ------------ ------------ -----------
<CAPTION>
DEVELOPING EMERGING
GROWTH MARKETS
----------- -----------
<S> <C> <C>
ASSETS:
Investments in securities, at value
*.................................... $ 359,121 $ 409,319
Cash................................... 24,290 9,551
Receivable for:
Investments sold..................... -- --
Shares of beneficial interest sold... -- 27,250
Dividends............................ -- --
Interest............................. -- 1,596
Deferred organizational expenses....... 8,091 8,091
Net receivable from investment
manager.............................. 242 242
----------- -----------
TOTAL ASSETS................... 391,744 456,049
----------- -----------
LIABILITIES:
Payable for:
Investments purchased................ 3,225 --
Shares of beneficial interest
repurchased........................ 9 --
Organizational expenses payable........ 8,333 8,333
----------- -----------
TOTAL LIABILITIES.............. 11,567 8,333
----------- -----------
NET ASSETS:
Paid-in-capital........................ 376,149 446,280
Undistributed net investment income.... 1,172 1,436
Net realized loss...................... (49) --
Net unrealized appreciation
(depreciation)....................... 2,905 --
----------- -----------
NET ASSETS..................... $ 380,177 $ 447,716
----------- -----------
----------- -----------
*IDENTIFIED COST....................... $ 356,216 $ 409,319
----------- -----------
----------- -----------
SHARES OF BENEFICIAL INTEREST
OUTSTANDING.......................... 37,522 44,578
----------- -----------
----------- -----------
NET ASSET VALUE PER SHARE (unlimited
authorized shares of $.01 par
value)............................... $10.13 $10.04
----------- -----------
----------- -----------
</TABLE>
65 - PROSPECTUS
<PAGE>
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------
FOR THE PERIOD NOVEMBER 9, 1994* THROUGH DECEMBER 31,1994
<TABLE>
<CAPTION>
NORTH
AMERICAN
MONEY GOVERNMENT DIVERSIFIED
MARKET SECURITIES INCOME BALANCED
--------- -------- ------------- ------------
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME:
INCOME
Interest............................ $ 4,611 $ 744 $ 1,572 $ 3,850
Dividends........................... -- -- -- --
--------- -------- ------------- ------------
TOTAL INCOME.................... 4,611 744 1,572 3,850
--------- -------- ------------- ------------
EXPENSES
Investment management fee........... 395 158 113 534
Transfer agent fees and expenses.... 71 73 73 73
Professional fees................... 15,542 2,124 5,067 10,020
Trustees' fees and expenses......... 214 218 312 218
Registration fees................... 424 42 102 269
Custodian fees...................... 773 15 629 32
Organizational expenses............. 238 242 242 242
--------- -------- ------------- ------------
Total Expenses before Amounts
Waived/Assumed................ 17,657 2,872 6,538 11,388
Less: Amounts Waived/Assumed........ (17,657) (2,872) (6,538) (11,388)
--------- -------- ------------- ------------
Total Expenses after Amounts
Waived/Assumed................ -- -- -- --
--------- -------- ------------- ------------
NET INVESTMENT INCOME....... 4,611 744 1,572 3,850
--------- -------- ------------- ------------
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized loss....................... -- -- -- --
Net unrealized appreciation
(depreciation)........................ -- -- -- (427)
--------- -------- ------------- ------------
NET GAIN (LOSS)................. -- -- -- (427)
--------- -------- ------------- ------------
NET INCREASE................ $ 4,611 $ 744 $ 1,572 $ 3,423
--------- -------- ------------- ------------
--------- -------- ------------- ------------
<FN>
- ----------------
* Commencement of operations.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
66 - PROSPECTUS
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIVIDEND VALUE-ADDED AMERICAN GLOBAL
UTILITIES GROWTH MARKET CORE EQUITY VALUE EQUITY
---------- ------------ -------------- -------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME:
INCOME
Interest........................... $ 1,877 $ 3,816 $ 584 $ 1,442 $ 2,696 4$,095
Dividends.......................... 385 3,056 554 -- 251 572
---------- ------------ -------------- -------------- --------- ---------
TOTAL INCOME................... 2,262 6,872 1,138 1,442 2,947 4,667
---------- ------------ -------------- -------------- --------- ---------
EXPENSES
Investment management fee.......... 278 743 152 254 449 993
Transfer agent fees and expenses... 73 73 73 73 73 73
Professional fees.................. 6,271 17,514 4,420 3,950 10,167 14,818
Trustees' fees and expenses........ 260 363 363 363 363 218
Registration fees.................. 136 470 118 106 269 399
Custodian fees..................... 935 1,811 943 25 1,201 612
Organizational expenses............ 242 242 242 242 242 242
---------- ------------ -------------- -------------- --------- ---------
Total Expenses before Amounts
Waived/Assumed............... 8,195 21,216 6,311 5,013 12,764 17,355
Less: Amounts Waived/Assumed....... (8,195) (21,216) (6,311) (5,013) (12,764) (17,355)
---------- ------------ -------------- -------------- --------- ---------
Total Expenses after Amounts
Waived/Assumed............... -- -- -- -- -- --
---------- ------------ -------------- -------------- --------- ---------
NET INVESTMENT INCOME...... 2,262 6,872 1,138 1,442 2,947 4,667
---------- ------------ -------------- -------------- --------- ---------
NET REALIZED AND UNREALIZED GAIN
(LOSS):
Net realized loss...................... -- -- -- -- (3,443) --
Net unrealized appreciation
(depreciation)....................... (292) 1,394 2,136 -- 14,285 (1,284)
---------- ------------ -------------- -------------- --------- ---------
NET GAIN (LOSS)................ (292) 1,394 2,136 -- 10,842 (1,284)
---------- ------------ -------------- -------------- --------- ---------
NET INCREASE............... $ 1,970 $ 8,266 $ 3,274 $ 1,442 $ 13,789 3$,383
---------- ------------ -------------- -------------- --------- ---------
---------- ------------ -------------- -------------- --------- ---------
<CAPTION>
DEVELOPING EMERGING
GROWTH MARKETS
--------- -----------
<S> <C> <C>
NET INVESTMENT INCOME:
INCOME
Interest........................... $ 1,564 $ 1,790
Dividends.......................... -- --
--------- -----------
TOTAL INCOME................... 1,564 1,790
--------- -----------
EXPENSES
Investment management fee.......... 162 474
Transfer agent fees and expenses... 73 73
Professional fees.................. 4,860 5,370
Trustees' fees and expenses........ 218 218
Registration fees.................. 130 144
Custodian fees..................... 919 25
Organizational expenses............ 242 242
--------- -----------
Total Expenses before Amounts
Waived/Assumed............... 6,604 6,546
Less: Amounts Waived/Assumed....... (6,604) (6,546)
--------- -----------
Total Expenses after Amounts
Waived/Assumed............... -- --
--------- -----------
NET INVESTMENT INCOME...... 1,564 1,790
--------- -----------
NET REALIZED AND UNREALIZED GAIN
(LOSS):
Net realized loss...................... (49) --
Net unrealized appreciation
(depreciation)....................... 2,905 --
--------- -----------
NET GAIN (LOSS)................ 2,856 --
--------- -----------
NET INCREASE............... $ 4,420 $ 1,790
--------- -----------
--------- -----------
</TABLE>
67 - PROSPECTUS
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------
FOR THE PERIOD NOVEMBER 9, 1994* THROUGH DECEMBER 31,1994
<TABLE>
<CAPTION>
NORTH
AMERICAN
MONEY GOVERNMENT DIVERSIFIED
MARKET SECURITIES INCOME BALANCED
--------- -------- -------- --------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income............... $ 4,610 $ 744 $ 1,572 $ 3,850
Net realized loss................... -- -- -- --
Net unrealized appreciation
(depreciation).................... -- -- -- (427)
--------- -------- -------- --------
Net increase.................... 4,610 744 1,572 3,423
--------- -------- -------- --------
Dividends to shareholders from net
investment income................... (4,610) (249) (396) (851)
--------- -------- -------- --------
Transactions in shares of beneficial
interest:
Net proceeds from sales............. 1,239,489 135,795 400,638 806,042
Reinvestment of dividends........... 4,610 249 396 851
Cost of shares repurchased.......... (10,252) (14,146) (10) (14,038)
--------- -------- -------- --------
Net increase.................... 1,233,847 121,898 401,024 792,855
--------- -------- -------- --------
Total increase.................. 1,233,847 122,393 402,200 795,427
NET ASSETS:
Beginning of period..................... 100 100 100 100
--------- -------- -------- --------
END OF PERIOD........................... $1,233,947 $122,493 $402,300 $795,527
--------- -------- -------- --------
--------- -------- -------- --------
Undistributed Net Investment Income..... $ -- $ 495 $ 1,176 $ 2,999
--------- -------- -------- --------
--------- -------- -------- --------
SHARES ISSUED AND REPURCHASED:
Sold.................................... 1,239,489 13,576 39,986 80,553
Issued in reinvestment of dividends..... 4,610 25 39 85
Repurchased............................. (10,252) (1,410) (1) (1,403)
--------- -------- -------- --------
Net increase.......................... 1,233,847 12,191 40,024 79,235
--------- -------- -------- --------
--------- -------- -------- --------
<FN>
- ----------------
* Commencement of operations.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
68 - PROSPECTUS
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIVIDEND VALUE-ADDED CORE AMERICAN GLOBAL DEVELOPING EMERGING
UTILITIES GROWTH MARKET EQUITY VALUE EQUITY GROWTH MARKETS
-------- --------- -------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income.............. $ 2,262 $ 6,872 $ 1,138 $ 1,441 $ 2,947 $ 4,667 $ 1,564 $ 1,790
Net realized loss.................. -- -- -- -- (3,443) -- (49) --
Net unrealized appreciation
(depreciation)................... (292) 1,394 2,136 -- 14,285 (1,284) 2,905 --
-------- --------- -------- -------- -------- --------- -------- --------
Net increase................... 1,970 8,266 3,274 1,441 13,789 3,383 4,420 1,790
-------- --------- -------- -------- -------- --------- -------- --------
Dividends to shareholders from net
investment income.................. (602) (1,855) (346) (340) (794) (1,669) (392) (354)
-------- --------- -------- -------- -------- --------- -------- --------
Transactions in shares of beneficial
interest:
Net proceeds from sales............ 518,226 1,393,837 349,428 324,157 818,828 1,235,431 385,711 498,374
Reinvestment of dividends.......... 602 1,855 346 340 794 1,669 392 354
Cost of shares repurchased......... (22,376) (24,489) (4,107) (9,744) (10,014) (44,496) (10,054) (52,548)
-------- --------- -------- -------- -------- --------- -------- --------
Net increase................... 496,452 1,371,203 345,667 314,753 809,608 1,192,604 376,049 446,180
-------- --------- -------- -------- -------- --------- -------- --------
Total increase................. 497,820 1,377,614 348,595 315,854 822,603 1,194,318 380,077 447,616
NET ASSETS:
Beginning of period.................... 100 100 100 100 100 100 100 100
-------- --------- -------- -------- -------- --------- -------- --------
END OF PERIOD.......................... $497,920 $1,377,714 $348,695 $315,954 $822,703 $1,194,418 $380,177 $447,716
-------- --------- -------- -------- -------- --------- -------- --------
-------- --------- -------- -------- -------- --------- -------- --------
Undistributed Net Investment Income.... $ 1,660 $ 5,017 $ 792 $ 1,101 $ 2,153 $ 2,998 $ 1,172 $ 1,436
-------- --------- -------- -------- -------- --------- -------- --------
-------- --------- -------- -------- -------- --------- -------- --------
SHARES ISSUED AND REPURCHASED:
Sold................................... 51,746 140,397 35,603 32,374 82,738 124,455 38,471 49,777
Issued in reinvestment of dividends.... 60 189 36 34 82 169 39 35
Repurchased............................ (2,232) (2,460) (412) (973) (1,000) (4,473) (998) (5,244)
-------- --------- -------- -------- -------- --------- -------- --------
Net increase......................... 49,574 138,126 35,227 31,435 81,820 120,151 37,512 44,568
-------- --------- -------- -------- -------- --------- -------- --------
-------- --------- -------- -------- -------- --------- -------- --------
</TABLE>
69 - PROSPECTUS
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------
1. ORGANIZATION AND ACCOUNTING POLICIES--Dean Witter Select Dimensions
Investment Series (the "Fund") is registered under the Investment Company Act of
1940, as amended, as a diversified, open-end management investment company. The
shares of the Fund will only be sold to Hartford Life Insurance Company and 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.
The Fund, which consists of 12 separate portfolios ("Portfolios"), was
organized on June 2, 1994 as a Massachusetts business trust and commenced
operations on November 9, 1994.
The following is a summary of significant accounting policies:
A. VALUATION OF INVESTMENTS--Money Market: Securities are valued at
amortized cost which approximates market value. All remaining Portfolios:
(1) equity securities listed or traded on the New York or American Stock
Exchange or other domestic or foreign stock exchange are valued at their
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); (2) all other portfolio securities for which over-the-counter
market quotations are readily available are valued at the latest available
bid price prior to the time of valuation; (3) when market quotations are not
readily available, including circumstances under which it is determined by
the Investment Manager (or by the Sub-Advisor) 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 Trustees; (4) certain of the
Fund's portfolio securities may be valued by an outside pricing service
approved by the Trustees. The pricing service utilizes a matrix system
incorporating security quality, maturity and coupon as the evaluation model
parameters and/or research and evaluations by its staff, including review of
broker-dealer market price quotations, in determining what it believes is
the fair valuation of the securities valued by such pricing service; and (5)
short-term debt securities having a maturity date of more than sixty days at
time of purchase are valued on a mark-to-market basis until sixty days prior
to maturity and thereafter at amortized cost based on their value on the
61st day. Short-term debt securities having a maturity date of sixty days or
less at the time of purchase are valued at amortized cost.
B. ACCOUNTING FOR INVESTMENTS--Security transactions are accounted for on
the trade date (date the order to buy or sell is executed). Realized gains
and losses on security transactions are determined by the identified cost
method. Dividend income is recorded on the ex-dividend date, except for
certain dividends on foreign securities which are recorded as soon as the
Fund is informed after the ex-dividend date. Interest income is accrued
daily except where collection is not expected. The Money Market Portfolio
amortizes premiums and discounts on securities owned; gains and losses
realized upon the sale of securities are based on amortized cost. Discounts
on securities purchased for all other Portfolios are amortized over the life
of the respective securities. All other Portfolios do not amortize premiums
on securities purchased.
C. FOREIGN CURRENCY TRANSLATION--The books and records of the Portfolios
investing in foreign currency denominated transactions are translated into
U.S. dollars as follows: (1) the foreign currency market value of investment
securities, other assets and liabilities and forward contracts are
translated at the exchange rates prevailing at the end of the period; and
(2) purchases, sales, income and expenses are translated at the exchange
rates prevailing on the respective dates of such transactions. The resultant
exchange gains and losses are included in the Statement of Operations as
realized and unrealized gain/loss on foreign currency transactions. Pursuant
to U.S. Federal income tax regulations, certain exchange gains/losses
included in realized and unrealized gain/loss are included in or are a
reduction of ordinary income for federal income tax purposes. The Portfolios
do not isolate that portion of the results of operations arising as a result
of changes in the foreign exchange rates from the changes in the market
prices of the securities.
D. FORWARD FOREIGN CURRENCY CONTRACTS--Some of the Portfolios may enter into
forward foreign currency contracts which are valued daily at the appropriate
exchange rates. The resultant unrealized exchange gains and losses are
included in the Statements of Operations as unrealized foreign currency gain
or loss and in the Statements of
70 - PROSPECTUS
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Assets and Liabilities as receivables and payables, respectively, on open
forward foreign currency contracts. The Portfolios record realized gains or
losses on delivery of the currency or at the time that the contract is
extinguished (compensated) by entering into a closing transaction prior to
delivery.
E. FEDERAL INCOME TAX STATUS--It is the Fund's policy to comply individually
for each Portfolio with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
taxable income to its shareholders. Accordingly, no federal income tax
provision is required.
F. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS--The Fund records dividends
and distributions to its shareholders on the record date. The amount of
dividends and distributions from net investment income and net realized
capital gains are determined in accordance with federal income tax
regulations which may differ from generally accepted accounting principles.
These "book/tax" differences are either considered temporary or permanent in
nature. To the extent these differences are permanent in nature, such
amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassification.
Dividends and distributions which exceed net investment income and net
realized capital gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income or
distributions in excess of net realized capital gains. To the extent they
exceed net investment income and net realized capital gains for tax
purposes, they are reported as distributions of paid-in-capital.
G. ORGANIZATIONAL EXPENSES--Dean Witter InterCapital Inc. (the "Investment
Manager") paid the organizational expenses of approximately $100,000 ($8,333
for each respective Portfolio). The Fund has agreed to reimburse the
Investment Manager for such expenses, exclusive of amounts assumed. Such
expenses have been deferred and are being amortized by the straight-line
method over a period not to exceed five years from the commencement of
operations.
H. EXPENSES--Direct expenses are charged to the respective Portfolio and
general corporate expenses are allocated on the basis of relative net
assets.
2. INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS--Pursuant to an Investment
Management Agreement, the Fund pays its Investment Manager a management fee,
accrued daily and payable monthly, by applying the following annual rates to
each Portfolio's net assets determined at the close of each business day:
<TABLE>
<CAPTION>
PORTFOLIO ANNUAL RATE
- ------------------------------------ -------------
<S> <C>
Money Market........................ 0.50 %
North American Government
Securities......................... 0.65
Diversified Income.................. 0.40
Balanced............................ 0.75
Utilities........................... 0.65
Dividend Growth..................... 0.625
<CAPTION>
PORTFOLIO ANNUAL RATE
- ------------------------------------ -------------
<S> <C>
Value-Added Market.................. 0.50 %
Core Equity......................... 0.85
American Value...................... 0.625
Global Equity....................... 1.00
Developing Growth................... 0.50
Emerging Markets.................... 1.25
</TABLE>
Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes, at its own expense, office space, facilities, equipment,
clerical, bookkeeping and certain legal services and 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 services, heat,
light, power and other utilities provided to the Fund.
Under a Sub-Advisory Agreement between TCW Funds Management, Inc. (the
"Sub-Advisor") and the Investment Manager, the Sub-Advisor provides the North
American Government Securities, Balanced, Core Equity and Emerging Markets
Portfolios with investment advice and portfolio management relating to the
Portfolios' investments in securities, subject to the overall supervision of the
Investment Manager. As compensation for its services provided pursuant to the
Sub-Advisory Agreement, the Investment Manager pays the Sub-Advisor monthly
compensation equal to 40% of its monthly compensation.
71 - PROSPECTUS
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
The Investment Manager has undertaken to assume all expenses (except for any
brokerage fees and a portion of organizational expenses) and waive the
compensation provided for in the Agreement until such time as the pertinent
Portfolio has $50 million of net assets or until May 9, 1995, whichever occurs
first.
3. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES--Purchases and
sales/maturities of portfolio securities, excluding short-term investments
(except for the Money Market Portfolio), for the period ended December 31, 1994
were as follows:
<TABLE>
<CAPTION>
U.S. GOVERNMENT SECURITIES OTHER
--------------------------- -------------------------
PURCHASES SALES/MATURITIES PURCHASES SALES/MATURITIES
------------ ------------- ---------- -------------
<S> <C> <C> <C> <C>
Money Market......................... $ 12,238,438 $11,010,000 $ -- $ --
North American Government
Securities.......................... -- -- -- --
Diversified Income................... -- -- -- --
Balanced............................. 189,340 -- 25,773 --
Utilities............................ -- -- 244,280 --
Dividend Growth...................... -- -- 1,025,266 --
Value-Added Market................... -- -- 300,095 --
Core Equity.......................... -- -- -- --
American Value....................... -- -- 606,680 38,534
Global Equity........................ -- -- 976,485 --
Developing Growth.................... -- -- 91,119 2,032
Emerging Markets..................... -- -- -- --
</TABLE>
For the period ended December 31, 1994, the following Portfolios incurred
brokerage commissions with Dean Witter Reynolds Inc., an affiliate of the
Investment Manager, for portfolio transactions executed on behalf of the
following Portfolios:
<TABLE>
<CAPTION>
DIVIDEND AMERICAN GLOBAL DEVELOPING
UTILITIES GROWTH VALUE EQUITY GROWTH
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Commissions................................... $ 420 $ 1,263 $ 469 $ 380 $ 55
</TABLE>
Included in the Utilities and American Value Portfolios payable for
investments purchased are $88,048 and $8,606, respectively, for unsettled trades
with Dean Witter Reynolds Inc. at December 31, 1994.
Dean Witter Trust Company, an affiliate of the Investment Manager, is the
Fund's transfer agent.
4.__PURPOSES OF AND RISKS RELATING TO CERTAIN FINANCIAL INVESTMENTS--The Global
Equity Portfolio has entered into forward foreign currency contracts ("forward
contracts") to facilitate settlement of foreign currency denominated portfolio
transactions or to manage foreign currency exposure associated with foreign
currency denominated securities. At December 31, 1994, there were no outstanding
forward contracts other than those used to facilitate settlement of outstanding
foreign currency denominated portfolio transactions.
Forward contracts involve elements of market risk in excess of the amount
reflected in the Statement of Assets and Liabilities. The Portfolio bears the
risk of an unfavorable change in the foreign exchange rates underlying the
forward contracts. Risks may also arise upon entering into these contracts from
the potential inability of the counterparties to meet the terms of their
contracts.
5. SELECTED PER SHARE DATA AND RATIOS--See the "Financial Highlights" table on
pages 8 and 9 of this Prospectus.
72 - PROSPECTUS
<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.
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.
73 - PROSPECTUS
<PAGE>
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 pro-
tection 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.
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.
</TABLE>
74 - PROSPECTUS
<PAGE>
<TABLE>
<S> <C>
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 suc-
cessful 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>
75 - PROSPECTUS
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DEAN WITTER
FEBRUARY 28,
1995__________________________________________________________________
SELECT DIMENSIONS
INVESTMENT SERIES
- ----------------------------------------------------------------------
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 February 28, 1995, 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...................................................... 16
Investment Restrictions................................................................ 47
Portfolio Transactions and Brokerage................................................... 48
Purchase and Redemption of Fund Shares................................................. 50
Dividends, Distributions and Taxes..................................................... 53
Performance Information................................................................ 55
Description of Shares of the Fund...................................................... 57
Custodians and Transfer Agent.......................................................... 58
Independent Accountants................................................................ 59
Reports to Shareholders................................................................ 59
Legal Counsel.......................................................................... 59
Experts................................................................................ 59
Registration Statement................................................................. 59
Appendix -- Ratings.................................................................... 60
</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, Dean Witter
International SmallCap Fund, Dean Witter Mid-Cap Growth Fund, Dean Witter Global
Asset Allocation Fund, 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 Insured Municipal Securities, InterCapital California
Insured Municipal Income Trust, InterCapital Insured California Municipal
Securities, 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.
3
<PAGE>
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 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 Global Convertible Trust, TCW/DW
Total Return Trust, TCW/DW Emerging Markets Opportunities Trust, TCW/DW Balanced
Fund, 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
June 30, 1994, the Sub-Adviser and its affiliates had approximately $50 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.
4
<PAGE>
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
(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 0.50% to the net assets of the MONEY MARKET PORTFOLIO; 0.65% to the net
assets of the NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO; 0.40% to the net
assets of the DIVERSIFIED INCOME PORTFOLIO; 0.75% to the net assets of the
BALANCED PORTFOLIO; 0.65% to the net assets of the UTILITIES PORTFOLIO; 0.625%
to the net assets of the DIVIDEND GROWTH PORTFOLIO; 0.50% to the net assets of
the VALUE-ADDED MARKET PORTFOLIO; 0.85% to the net assets of the CORE EQUITY
PORTFOLIO; 0.625% to the net assets of the AMERICAN VALUE PORTFOLIO; 1.0% to the
net assets of the GLOBAL EQUITY PORTFOLIO; 0.50% to the net assets of the
DEVELOPING GROWTH PORTFOLIO; and 1.25% 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
Portfolio's commencement of operations, whichever occurs first. As of December
31, 1994, no Portfolio had attained $50 million of net assets and, accordingly,
no compensation was accrued to the Investment Manager under the Management
Agreement for
5
<PAGE>
the period from November 9, 1994 (commencement of operations) through December
31, 1994. 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 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 paid 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 40% 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 40% 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 August 25, 1994 and by
Hartford Life Insurance Company (the "Company") as the then sole shareholder on
August 31, 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
6
<PAGE>
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 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 74 Dean Witter Funds
and the 13 TCW/DW Funds are shown below.
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Jack F. Bennett (71) Retired; Director or Trustee of the Dean Witter Funds; formerly Senior
Trustee Vice President and Director of Exxon Corporation (1975-January, 1989)
c/o Gordon Altman Butowsky and Under Secretary of the U.S. Treasury for Monetary Affairs
Weitzen Shalov & Wein (1974-1975); Director of Philips Electronics N.V., Tandem Computers
Counsel to the Independent Inc. and Massachusetts Mutual Insurance Co.; director or trustee of
Trustees various other not-for-profit and business organizations.
114 West 47th Street
New York, New York
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Michael Bozic (54) President and Chief Executive Officer of Hills Department Stores (since
Trustee May, 1991); formerly Chairman and Chief Executive Officer (January,
c/o Hills Stores Inc. 1987-August, 1990) and President and Chief Operating Officer (August,
15 Dan Road 1990-February, 1991) of the Sears Merchandise Group of Sears, Roebuck
Canton, Massachusetts and Co.; Director or Trustee of the Dean Witter Funds; Director of
Eaglemark Financial Services, Inc., the United Negro College Fund and
Domain Inc. (home decor retailer).
Charles A. Fiumefreddo* (61) Chairman and Chief Executive Officer and Director of InterCapital, DWSC
Chairman of the Board, and Dean Witter Distributors Inc. ("Distributors"); Executive Vice
President and Chief Executive President and Director of DWR; Chairman, Director or Trustee, President
Officer 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).
Edwin J. Garn (62) Director or Trustee of the Dean Witter Funds; formerly United States
Trustee Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee
c/o Huntsman Chemical (1980-1986); formerly Mayor of Salt Lake City, Utah (1972-1974);
Corporation formerly Astronaut, Space Shuttle Discovery (April 12-19, 1985); Vice
2000 Eagle Gate Tower Chairman, Huntsman Chemical Corporation (since January, 1993); Member
Salt Lake City, Utah of the board of various civic and charitable organizations.
John R. Haire (70) Chairman of the Audit Committee and Chairman of the Committee of the
Trustee Independent Directors or Trustees and Director or Trustee of the Dean
Two World Trade Center Witter Funds; Trustee of the TCW/DW Funds; formerly President, Council
New York, New York for Aid to Education (1978-October, 1989) and Chairman and Chief
Executive Officer of Anchor Corporation, an Investment Adviser
(1964-1978); Director of Washington National Corporation (insurance).
Dr. Manuel H. Johnson (46) Senior Partner, Johnson Smick International, Inc., a consulting firm
Trustee (since June, 1985); Koch Professor of International Economics and
c/o Johnson Smick International, Director of the Center for Global Market Studies at George Mason
Inc. University (since September, 1990); Co-Chairman and a founder of the
1133 Connecticut Avenue, N.W. Group of Seven Council (G7C), an international economic commission
Washington, DC (since September, 1990); Director or Trustee of the Dean Witter Funds;
Trustee of the TCW/ DW Funds; Director of Greenwich Capital Markets
Inc. (broker-dealer); formerly Vice Chairman of the Board of Governors
of the Federal Reserve System (February, 1986-August, 1990) and
Assistant Secretary of the U.S. Treasury (1982-1986).
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Paul Kolton (71) Director or Trustee of the Dean Witter Funds; Chairman of the Audit
Trustee Committee and Chairman of the Committee of the Independent Trustees and
c/o Gordon Altman Butowsky Trustee of the TCW/DW Funds; formerly Chairman of the Financial
Weitzen Shalov & Wein Accounting Standards Advisory Council; formerly Chairman and Chief
Counsel to the Independent Executive Officer of the American Stock Exchange; Director of UCC
Trustees Investors Holding Inc. (Uniroyal Chemical Company Inc.); director or
114 West 47th Street trustee of various not-for-profit organizations.
New York, New York
Michael E. Nugent (58) General Partner, Triumph Capital, L.P., a private investment part-
Trustee nership (since 1988); Director or Trustee of the Dean Witter Funds;
c/o Triumph Capital, L.P. Trustee of the TCW/DW Funds; formerly Vice President, Bankers Trust
237 Park Avenue, Company and BT Capital Corporation (September, 1984-March, 1988);
New York, New York director of various business organizations.
Philip J. Purcell* (51) Chairman of the Board of Directors and Chief Executive Officer of DWDC,
Trustee DWR and Novus Credit Services Inc.; Director of InterCapital, DWSC and
Two World Trade Center Distributors; Director or Trustee of the Dean Witter Funds; Director
New York, New York and/or officer of various DWDC subsidiaries.
John L. Schroeder (64) Executive Vice President and Chief Investment Officer of the Home
Trustee Insurance Company (since August, 1991); Director or Trustee of the Dean
c/o The Home Insurance Company Witter Funds; Director of Citizens Utilities Company; formerly Chairman
59 Maiden Lane and Chief Investment Officer of Axe-Houghton Management and the
New York, New York Axe-Houghton Funds (April, 1983-June, 1991) and President of USF&G
Financial Services, Inc. (June, 1990-June, 1991).
Sheldon Curtis (63) Senior Vice President, Secretary and General Counsel of InterCapital
Vice President, Secretary and DWSC; Senior Vice President, Assistant Secretary and Assistant
and General Counsel General Counsel of Distributors; Senior Vice President and Secretary of
Two World Trade Center DWTC; Assistant Secretary of DWR and Vice President, Secretary and
New York, New York General Counsel of the Dean Witter Funds and the TCW/DW Funds.
Peter M. Avelar (36) 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 (60) Senior Vice President of InterCapital; Vice President of various Dean
Vice President Witter Funds.
Two World Trade Center
New York, New York
Patricia A. Cuddy (40) Vice President of InterCapital (since June, 1994); Vice President of
Vice President various Dean Witter Funds; formerly Senior Vice President of Dreyfus
Two World Trade Center Corporation.
New York, New York
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Edward F. Gaylor (53) 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 (34) 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 (50) 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 (39) 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
Paula LaCosta (43) 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
Jonathan R. Page (48) 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 (48) Vice President of InterCapital; Vice President of various Dean Witter
Vice President Funds.
Two World Trade Center
New York, New York
Paul D. Vance (59) Senior Vice President of InterCapital; Vice President of various Dean
Vice President Witter Funds.
Two World Trade Center
New York, New York
Jayne Stevlingson Wolff (35) Vice President of InterCapital (since October, 1992); formerly
Vice President Assistant Vice President of Bankers Trust New York Corp. (January,
Two World Trade Center 1990-September, 1992) and Securities Analyst with Campbell Advisors
New York, New York (April, 1986-December, 1989).
Ronald J. Worobel (52) 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).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Philip A. Barach (42) 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 (49) 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 (35) 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
Robert M. Hanisee (56) 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.
Frederick H. Horton (36) Managing Director of TCW Funds Management, Inc. (since October, 1993);
Vice President previously Senior Portfolio Manager for Dewey Square Investors (June,
865 South Figueroa Street 1991-September, 1993) and prior thereto Senior Portfolio Manager for
Los Angeles, California the Putnam Companies; Vice President of various TCW/DW Funds.
Douglas R. Metcalf (45) 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.
Michael P. Reilly (31) Senior Vice President of TCW Funds Management, Inc. (since June, 1992);
Vice President previously Vice President of Security Pacific Bank; Vice President of
865 South Figueroa Street various TCW/DW Funds.
Los Angeles, California
James A. Tilton (54) 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.
Paul G. Wargnier (39) 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).
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, POSITION WITH FUND
AND ADDRESS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ----------------------------------------- -----------------------------------------------------------------------
<S> <C>
Thomas F. Caloia (48) First Vice President (since May, 1991) and Assistant Treasurer (since
Treasurer January, 1993) of InterCapital; First Vice President and Assistant
Two World Trade Center Treasurer of DWSC; Treasurer of the Dean Witter Funds and the TCW/DW
New York, New York Funds; previously Vice President of InterCapital.
</TABLE>
- ---------
* Denotes Trustees who are "interested persons" of the Fund, as defined in the
Investment Company Act of 1940, as amended.
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, David A. Hughey, Executive Vice President and Chief
Administrative Officer of InterCapital, DWSC, Distributors and DWTC and Director
of DWTC, Edmund C. Puckhaber, Executive Vice President of InterCapital and
Director of DWTC, and Kevin Hurley, Senior 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.
BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES
As mentioned above under the caption "The Fund and its Management," the Fund
is one of the Dean Witter Funds, a group of investment companies managed by
InterCapital. As of the date of this Statement of Additional Information, there
are a total of 74 Dean Witter Funds, comprised of 114 portfolios. As of December
31, 1994, the Dean Witter Funds had total net assets of approximately $59.59
billion and more than five million shareholders.
The Board of Directors or Trustees, consisting of ten (10) directors or
trustees, is the same for each of the Dean Witter Funds. Some of the Funds are
organized as business trusts, others as corporations, but the functions and
duties of directors and trustees are the same. Accordingly, directors and
trustees of the Dean Witter Funds are referred to in this section as Trustees.
Eight Trustees, that is, 80% of the total number, have no affiliation or
business connection with InterCapital or any of its affiliated persons and do
not own any stock or other securities issued by InterCapital's parent company,
DWDC. These are the "disinterested" or "independent" Trustees. Four of the eight
Independent Trustees are also Independent Trustees of the TCW/DW Funds. As of
the date of this Statement of Additional Information, there are a total of 13
TCW/DW Funds. Two of the Funds' Trustees, that is, the management Trustees, are
affiliated with InterCapital.
As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to the
investment company's sponsor." In addition to their general "watchdog" duties,
the Independent Trustees are charged with a wide variety of responsibilities
under the Act. In order to perform their duties effectively, the Independent
Trustees are required to review and understand large amounts of material, often
of a highly technical and legal nature.
The Dean Witter Funds seek as Independent Trustees individuals of
distinction and experience in business and finance, government service or
academia; that is, people whose advice and counsel are valuable and in demand by
others and for whom there is often competition. To accept a position on the
Funds' Boards, such individuals may reject other attractive assignments because
of the demands made on their time by the Funds. Indeed, to serve on the Funds'
Boards, certain Trustees who would be qualified and in demand to serve on bank
boards would be prohibited by law from serving at the same time as a director of
a national bank and as a Trustee of a Fund.
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<PAGE>
The Independent Trustees are required to select and nominate individuals to
fill any Independent Trustee vacancy on the Board of any Fund that has a Rule
12b-1 plan of distribution. Since most of the Dean Witter Funds have such a
plan, and since all of the Funds' Boards have the same members, the Independent
Trustees effectively control the selection of other Independent Trustees of all
the Dean Witter Funds.
GOVERNANCE STRUCTURE OF THE DEAN WITTER FUNDS
While the regulatory system establishes both general guidelines and specific
duties for the Independent Trustees, the governance arrangements from one
investment company group to another vary significantly. In some groups the
Independent Trustees perform their role by attendance at periodic meetings of
the board of directors with study of materials furnished to them between
meetings. At the other extreme, an investment company complex may employ a
full-time staff to assist the Independent Trustees in the performance of their
duties.
The governance structure of the Dean Witter Funds lies between these two
extremes. The Independent Trustees and the Funds' Investment Manager alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. All of the Independent Trustees serve as members of the
Audit Committee and the Committee of the Independent Trustees. Three of them
also serve as members of the Derivatives Committee.
The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements, continually
reviewing Fund performance, checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading among
Funds in the same complex, and approving fidelity bond and related insurance
coverage and allocations, as well as other matters that arise from time to time.
The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing engagement;
approving professional services provided by the independent accountants and
other accounting firms prior to the performance of such services; reviewing the
independence of the independent accountants; considering the range of audit and
non-audit fees; reviewing the adequacy of the Fund's system of internal
controls; advising the independent accountants and Management personnel that
they have direct access to the Committee at all times; and preparing and
submitting Committee meeting minutes to the full Board.
Finally, the Board of each Fund has established a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect to
derivative investments, if any, made by the Fund.
During the calendar year ended December 31, 1994, the three Committees held
a combined total of eleven meetings. The Committee meetings are sometimes held
away from the offices of InterCapital and sometimes in the Board room of
InterCapital. These meetings are held without management directors or officers
being present, unless and until they may be invited to the meeting for purposes
of furnishing information or making a report. These separate meetings provide
the Independent Trustees an opportunity to explore in depth with their own
independent legal counsel, independent auditors and other independent
consultants, as needed, the issues they believe should be addressed and resolved
in the interests of the Funds' shareholders.
DUTIES OF CHAIRMAN OF COMMITTEES
The Chairman of the Committees maintains an office at the Funds'
headquarters in New York. He is responsible for keeping abreast of regulatory
and industry developments and the Funds' operations and management. He screens
and/or prepares written materials and identifies critical issues for the
Independent Trustees to consider, develops agendas for Committee meetings,
determines the type and amount of information that the Committees will need to
form a judgment on the issues, and arranges to have the information furnished.
He also arranges for the services of independent experts to be provided to the
Committees and consults with them in advance of meetings to help refine reports
and to focus on critical
13
<PAGE>
issues. Members of the Committees believe that the person who serves as Chairman
of all three Committees and guides their efforts is pivotal to the effective
functioning of the Committees.
The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and with
the Funds' independent auditors. He arranges for a series of special meetings
involving the annual review of investment management and other operating
contracts of the Funds and, on behalf of the Committees, conducts negotiations
with the Investment Manager and other service providers. In effect, the Chairman
of the Committees serves as a combination of chief executive and support staff
of the Independent Trustees.
The Chairman of the Committees is not employed by any other organization and
devotes his time primarily to the services he performs as Committee Chairman and
Independent Trustee of the Dean Witter Funds and as an Independent Trustee of
the TCW/DW Funds. The current Committee Chairman has had more than 35 years
experience as a senior executive in the investment company industry.
VALUE OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN WITTER
FUNDS
The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds is in the best
interests of all the Funds' shareholders. This arrangement avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. It is believed that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and enhances
their ability to negotiate on behalf of each Fund with the Fund's service
providers. This arrangement also precludes the likelihood of separate groups of
Independent Trustees arriving at conflicting decisions regarding operations and
management of the Funds and avoids the cost and confusion that would likely
ensue. Finally, it is believed that having the same Independent Trustees serve
on all Fund Boards enhances the ability of each Fund to obtain, at modest cost
to each separate Fund, the services of Independent Trustees, and a Chairman of
their Committees, of the caliber, experience and business acumen of the
individuals who serve as Independent Trustees of the Dean Witter Funds.
COMPENSATION OF INDEPENDENT TRUSTEES
The Fund will pay each Independent Trustee an annual fee of $1,200 plus a
per meeting fee of $50 for meetings of the Board of Trustees or committees of
the Board of Trustees attended by the Trustee (the Fund will pay the Chairman of
the Audit Committee an annual fee of $1,000 and will pay the Chairman of the
Committee of the Independent Trustees an additional annual fee of $2,400, in
each case inclusive of the Committee meeting fees). The Fund will also reimburse
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
will not receive any compensation or expense reimbursement from the Fund. The
Fund commenced operations on November 9, 1994 and paid no compensation to the
Independent Trustees for the fiscal period ended December 31, 1994. Payments
will commence as of the time the Fund begins paying management fees, which,
pursuant to an undertaking by the Investment Manager, will be at such time as
the Fund has $50 million of net assets or six months from the date of
commencement of the Fund's operations, whichever occurs first.
14
<PAGE>
At such time as the Fund has been in operation, and has paid fees to the
Independent Trustees, for a full fiscal year, and assuming the same number of
Board and committee meetings as were held by the other Dean Witter Funds during
the calendar year ended December 31, 1994, it is estimated that compensation
paid to each Independent Trustee during such fiscal year will be the amount
shown in the following table.
FUND COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE FUND
- ---------------------------------------------------------------------------------------- ---------------
<S> <C>
Jack F. Bennett......................................................................... $ 1,950
Michael Bozic........................................................................... 1,950
Edwin J. Garn........................................................................... 1,950
John R. Haire........................................................................... 4,900*
Dr. Manuel H. Johnson................................................................... 1,950
Paul Kolton............................................................................. 1,950
Michael E. Nugent....................................................................... 1,950
John L. Schroeder....................................................................... 1,950
</TABLE>
- ---------
* Of Mr. Haire's compensation from the Fund, $3,400 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,000).
The following table illustrates the compensation paid to the Fund's
Independent Trustees for the calendar year ended December 31, 1994 for services
to the 73 Dean Witter Funds and, in the case of Messrs. Haire, Johnson, Kolton
and Nugent, the 13 TCW/DW Funds that were in operation at December 31, 1994.
With respect to Messrs. Haire, Johnson, Kolton and Nugent, the TCW/DW Funds are
included solely because of a limited exchange privilege between those Funds and
five Dean Witter Money Market Funds.
CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS
<TABLE>
<CAPTION>
FOR SERVICE AS TOTAL CASH
FOR SERVICE CHAIRMAN OF COMPENSATION
AS DIRECTOR OR FOR SERVICE AS COMMITTEES OF FOR SERVICES TO
TRUSTEE AND TRUSTEE AND INDEPENDENT 73 DEAN WITTER
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTORS/ FUNDS
OF 73 DEAN WITTER OF 13 TCW/DW TRUSTEES AND AND 13
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS AUDIT COMMITTEES TCW/DW FUNDS
- ----------------------------------------- ---------------------- ---------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
Jack F. Bennett.......................... $ 125,761 -- -- $ 125,761
Michael Bozic............................ 82,637 -- -- 82,637
Edwin J. Garn............................ 125,711 -- -- 125,711
John R. Haire............................ 101,061 $ 66,950 $ 225,563** 393,574
Dr. Manuel H. Johnson.................... 122,461 60,750 -- 183,211
Paul Kolton.............................. 128,961 51,850 34,200*** 215,011
Michael E. Nugent........................ 115,761 52,650 -- 168,411
John L. Schroeder........................ 85,938 -- -- 85,938
</TABLE>
- ---------
** For the 73 Dean Witter Funds.
*** For the 13 TCW/DW Funds.
As of the date of this Statement of Additional Information, the aggregate
number of shares of beneficial interest of the Fund owned by the Fund's officers
and Trustees as a group was less than 1 percent of the Fund's shares of
beneficial interest outstanding.
15
<PAGE>
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 (such securities are commonly known as "junk bonds").
-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.
-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.
16
<PAGE>
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 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.
17
<PAGE>
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 PORTFOLIO, 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 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
18
<PAGE>
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.
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.
19
<PAGE>
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 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
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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 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
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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 industrialization 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.
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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 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.
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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
authoritative, and often military, governments. The traditional inward-oriented
economics policies, which were characterized by state ownership of industries
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.
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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.
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.
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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.
(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
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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 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 of 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
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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 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.
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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 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
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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 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 be 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
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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
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 provide 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
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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 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
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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 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).
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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.
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
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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 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.
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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.
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
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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 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
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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%
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.
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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.
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
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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,
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
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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
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.
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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 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
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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 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
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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.
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
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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 and the
NORTH AMERICAN GOVERNMENT SECURITIES 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 NORTH AMERICAN GOVERNMENT SECURITIES 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.
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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.
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.
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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).
INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------
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 in connection with
futures contracts or related options thereon is not considered the purchase
of a security on margin.
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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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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 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.
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%.
PORTFOLIO TRANSACTIONS AND BROKERAGE. 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. During the period from November 9, 1994 (commencement of operations)
through December 31, 1994, the Fund paid a total of $6,343 ($435 for the
Utilities Portfolio, $1,263 for the Dividend Growth Portfolio, $258 for the
Value-Added Market Portfolio, $608 for the American Value Portfolio, $3,724 for
the Global Equity Portfolio and $55 for the Developing Growth Portfolio) in
brokerage commissions.
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"
48
<PAGE>
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 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. During the period from November 9, 1994 through December 31,
1994, the Fund directed
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<PAGE>
the payment of $3,649 in brokerage commissions in connection with transactions
in the aggregate amount of $974,614 to brokers because of research services
provided, as follows:
<TABLE>
<CAPTION>
BROKERAGE COMMISSIONS AGGREGATE DOLLAR
DIRECTED IN CONNECTION AMOUNT OF TRANSACTIONS
WITH RESEARCH SERVICES FOR WHICH SUCH
PROVIDED COMMISSIONS WERE PAID
FOR PERIOD FOR PERIOD ENDED
NAME OF PORTFOLIO ENDED 12/31/94 12/31/94
- -------------------------------------------------------------- ------------------------- ------------------------
<S> <C> <C>
Value-Added Market Portfolio.................................. $ 183 $ 280,017
American Value Portfolio...................................... 122 65,567
Global Equity Portfolio....................................... 3,344 629,030
</TABLE>
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. During the period from November 9, 1994 through December 31,
1994, the Fund did not effect any principal transactions with DWR.
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. During the period from November 9, 1994 through
December 31, 1994, the Fund paid a total of $2,587 in brokerage commissions to
DWR for transactions as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF AGGREGATE
DOLLAR AMOUNT OF
EXECUTED TRADES ON
BROKERAGE COMMISSIONS PERCENTAGE OF AGGREGATE WHICH BROKERAGE
PAID TO DWR FOR BROKERAGE COMMISSIONS COMMISSIONS WERE PAID
PERIOD FOR PERIOD ENDED FOR PERIOD ENDED
NAME OF PORTFOLIO ENDED 12/31/94 12/31/94 12/31/94
- ---------------------------------- ------------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Utilities Portfolio............... $ 420 96.55% 97.35%
Dividend Growth Portfolio......... $ 1,263 100% 100%
American Value Portfolio.......... 469 77.14% 58.32%
Global Equity Portfolio........... 380 10.20% 32.58%
Developing Growth Portfolio....... 55 100% 100%
</TABLE>
PURCHASE AND REDEMPTION OF FUND SHARES
- --------------------------------------------------------------------------------
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 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
50
<PAGE>
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 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.
51
<PAGE>
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
of 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 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.
52
<PAGE>
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
- --------------------------------------------------------------------------------
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 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
53
<PAGE>
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.
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.
54
<PAGE>
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-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
- --------------------------------------------------------------------------------
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
55
<PAGE>
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).
The current yield of the Money Market Portfolio for the seven days ending
December 31, 1994 was 5.60%. The effective annual yield on 5.60% is 5.75%,
assuming daily compounding.
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.
The average annual total returns for each Portfolio for the period from
November 9, 1994 through December 31, 1994 were: 5.46% for the Money Market
Portfolio, 4.36% for the North American Government Securities Portfolio, 5.46%
for the Diversified Income Portfolio, 4.29% for the Balanced Portfolio, 4.66%
for the Utilities Portfolio, -0.35% for the Dividend Growth Portfolio, -5.22%
for the Value-Added Market Portfolio, 4.80% for the Core Equity Portfolio, 4.95%
for the American Value Portfolio, -2.09% for the Global Equity Portfolio, 11.64%
for the Developing Growth Portfolio, and 4.07% for the Emerging Markets
Portfolio.
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 Management fee in respect of each Portfolio until such
time as the pertinent Portfolio has $50 million of net assets or until six
months from the date of the Portfolio's commencement of operations, whichever
occurs first. Had the Portfolios borne these expenses and paid the management
fee during the period from November 9, 1994 through December 31, 1994, the
average annual total returns for that period would have been: -0.49% for the
Money Market Portfolio, 1.41% for the North American Government Securities
Portfolio, 2.84% for the Diversified Income Portfolio, 1.41% for the Balanced
Portfolio, 3.49% for the Utilities Portfolio, -2.78% for the Dividend Growth
Portfolio, -8.13% for the Value-Added Market Portfolio, 2.13% for the Core
Equity Portfolio, 2.13% for the American Value Portfolio, -4.81% for the Global
Equity Portfolio, 7.99% for the Developing Growth Portfolio, and 1.41% for the
Emerging Markets Portfolio.
56
<PAGE>
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 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. Based on the foregoing calculation, the total returns for the period
from November 9, 1994 through December 31, 1994 were: 0.76% for the Money Market
Portfolio, 0.61%, for the North American Government Securities Portfolio, 0.76%
for the Diversified Income Portfolio, 0.60% for the Balanced Portfolio, 0.65%
for the Utilities Portfolio, -0.05% for the Dividend Growth Portfolio, -0.76%
for the Value-Added Market Portfolio, 0.67% for the Core Equity Portfolio, 0.69%
for the American Value Portfolio, -0.30% for the Global Equity Portfolio, 1.58%
for the Developing Growth Portfolio, and 0.57% for the Emerging Markets
Portfolio.
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. Investments of
$10,000, $50,000 and $100,000 in each Portfolio of the Fund at inception
(November 9, 1994) would have grown (or declined) to the following respective
amounts at December 31, 1994: Money Market Portfolio: $10,076, $50,380 and
$100,760; North American Government Securities Portfolio: $10,061, $50,305 and
$100,610; Diversified Income Portfolio: $10,076, $50,380 and $100,760; Balanced
Portfolio: $10,060, $50,300 and $100,600; Utilities Portfolio: $10,065, $50,325
and $100,650; Dividend Growth Portfolio: $9,995, $49,975 and $99,950;
Value-Added Market Portfolio: $9,924, $49,620 and $99,240; Core Equity
Portfolio: $10,067, $50,335 and $100,670; American Value Portfolio: $10,069,
$50,345 and $100,690; Global Equity Portfolio: $9,970, $49,850 and $99,700;
Developing Growth Portfolio: $10,158, $50,790 and $101,580; and Emerging Markets
Portfolio: $10,057, $50,285 and $100,570.
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.
57
<PAGE>
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.
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.
CUSTODIANS AND TRANSFER AGENT
- --------------------------------------------------------------------------------
The Bank of New York, 90 Washington Street, New York, New York 10286 is the
Custodian of the assets of each Portfolio of the Fund other than the EMERGING
MARKETS PORTFOLIO and grouping (1) of the DIVERSIFIED INCOME PORTFOLIO. The
Chase Manhattan Bank, One Chase Plaza, New York, New York 10005 is the Custodian
of the assets of the EMERGING MARKETS PORTFOLIO and grouping (1) of the
DIVERSIFIED INCOME PORTFOLIO. The Custodians have 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
58
<PAGE>
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
- --------------------------------------------------------------------------------
Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
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
December 31.
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.
EXPERTS
- --------------------------------------------------------------------------------
The financial statements of the Fund included in the Prospectus and
incorporated by reference in this Statement of Additional Information have been
so included and incorporated in reliance on the report of Price Waterhouse LLP,
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.
59
<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.
60
<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.
61
<PAGE>
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS
(1) Financial statements and schedules, included
in Prospectus (Part A): Page in
Prospectus
----------
Financial highlights for the period November 9, 1994
through December 31, 1994. . . . . . . . . . . . . . . . . 8
Portfolio of Investments at December 31, 1994. . . . . . . 48
Statements of assets and liabilities at
December 31, 1994. . . . . . . . . . . . . . . . . . . . . 64
Statements of operations for the period November 9, 1994
through December 31, 1994. . . . . . . . . . . . . . . . . 66
Statements of changes in net assets for the
period November 9, 1994 through December 31, 1994 . . . . . 68
Notes to Financial Statements. . . . . . . . . . . . . . . 70
(2) Financial statements included in the Statement of
Additional Information (Part B):
NONE
(3) Financial statements included in Part C:
None
(b) EXHIBITS:
2. - Amended and Restated By-Laws of the Registrant
11. - Consent of Independent Accountants
16. - Schedules for Computation of Performance Quotations
27. - Financial Data Schedule
--------------------------------
All other exhibits previously filed and incorporated
by reference.
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None
Item 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Number of Record Holders
Title of Class at February 21, 1995
-------------- ------------------------
Shares of Beneficial Interest 1
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.
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,
<PAGE>
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. InterCapital is a wholly-
owned 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 "Dean Witter Funds" used below refers to the following registered
investment companies:
CLOSED-END INVESTMENT COMPANIES
(1) InterCapital Income Securities Inc.
(2) High Income Advantage Trust
(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
3
<PAGE>
(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 Quality Municipal Securities
(23) InterCapital Insured California Municipal Securities
(24) InterCapital Insured Municipal Securities
OPEN-END INVESTMENT COMPANIES:
(1) Dean Witter Short-Term Bond Fund
(2) Dean Witter Tax-Exempt Securities Trust
(3) Dean Witter Tax-Free Daily Income Trust
(4) Dean Witter Dividend Growth Securities Inc.
(5) Dean Witter Convertible Securities Trust
(6) Dean Witter Liquid Asset Fund Inc.
(7) Dean Witter Developing Growth Securities Trust
(8) Dean Witter Retirement Series
(9) Dean Witter Federal Securities Trust
(10) Dean Witter World Wide Investment Trust
(11) Dean Witter U.S. Government Securities Trust
(12) Dean Witter Select Municipal Reinvestment Fund
(13) Dean Witter High Yield Securities Inc.
(14) Dean Witter Intermediate Income Securities
(15) Dean Witter New York Tax-Free Income Fund
(16) Dean Witter California Tax-Free Income Fund
(17) Dean Witter Health Sciences Trust
(18) Dean Witter California Tax-Free Daily Income Trust
(19) Dean Witter Managed Assets Trust
(20) Dean Witter American Value Fund
(21) Dean Witter Strategist Fund
(22) Dean Witter Utilities Fund
(23) Dean Witter World Wide Income Trust
(24) Dean Witter New York Municipal Money Market Trust
(25) Dean Witter Capital Growth Securities
(26) Dean Witter Precious Metals and Minerals Trust
(27) Dean Witter European Growth Fund Inc.
(28) Dean Witter Global Short-Term Income Fund Inc.
(29) Dean Witter Pacific Growth Fund Inc.
(30) Dean Witter Multi-State Municipal Series Trust
(31) Dean Witter Premier Income Trust
(32) Dean Witter Short-Term U.S. Treasury Trust
(33) Dean Witter Diversified Income Trust
(34) Dean Witter U.S. Government Money Market Trust
(35) Dean Witter Global Dividend Growth Securities
(36) Active Assets California Tax-Free Trust
(37) Dean Witter Natural Resource Development Securities Inc.
(38) Active Assets Government Securities Trust
(39) Active Assets Money Trust
(40) Active Assets Tax-Free Trust
4
<PAGE>
(41) Dean Witter Limited Term Municipal Trust
(42) Dean Witter Variable Investment Series
(43) Dean Witter Value-Added Market Series
(44) Dean Witter Global Utilities Fund
(45) Dean Witter High Income Securities
(46) Dean Witter National Municipal Trust
(47) Dean Witter International SmallCap Fund
(48) Dean Witter Mid-Cap Growth Fund
(49) Dean Witter Select Dimensions Investment Series
(50) Dean Witter Global Asset Allocation Fund
The term "TCW/DW Funds" refers to the following registered investment companies:
OPEN-END INVESTMENT COMPANIES
(1) TCW/DW Core Equity Trust
(2) TCW/DW North American Government Income 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
(8) TCW/DW Global Convertible Trust
(9) TCW/DW Total Return Trust
CLOSED-END INVESTMENT COMPANIES
(1) TCW/DW Term Trust 2000
(2) TCW/DW Term Trust 2002
(3) TCW/DW Term Trust 2003
(4) TCW/DW Emerging Markets Opportunities Trust
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Charles A. Fiumefreddo Executive Vice President and Director of Dean
Chairman, Chief Witter Reynolds Inc. ("DWR"); Chairman, Chief
Executive Officer and Executive Officer and Director of Dean Witter
Director Distributors Inc. ("Distributors") and Dean
Witter Services Company Inc. ("DWSC"); Chairman
and Director of Dean Witter Trust Company
("DWTC"); Chairman, Director or Trustee, President
and Chief Executive Officer of the Dean Witter
Funds and Chairman, Chief Executive Officer and
Trustee of the TCW/DW Funds; Formerly Executive
Vice President and Director of Dean Witter,
Discover & Co. ("DWDC"); Director and/or officer
of various DWDC subsidiaries.
5
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Philip J. Purcell Chairman, Chief Executive Officer and Director
Director of DWDC and DWR; Director of DWSC and
Distributors; Director or Trustee of the Dean
Witter Funds; Director and/or officer of various
DWDC subsidiaries.
Richard M. DeMartini Executive Vice President and member of the
Director management committee of DWDC; Chief Operating
Officer of Dean Witter Capital;Director of DWR,
DWSC, Distributors and DWTC; Trustee of the TCW/DW
Funds.
James F. Higgins Executive Vice President of DWDC; President and
Director Chief Operating Officer of Dean Witter Financial;
Director of DWR, DWSC, Distributors and DWTC.
Thomas C. Schneider Executive Vice President and Chief Financial
Executive Vice Officer of DWDC, DWR, DWSC and Distributors;
President, Chief Director of DWR, DWSC and Distributors.
Financial Officer and
Director
Christine A. Edwards Executive Vice President, Secretary and General
Director Counsel of DWDC and DWR; Executive Vice President,
Secretary and Chief Legal Officer of
Distributors; Director of DWR, DWSC and
Distributors.
Robert M. Scanlan President and Chief Operating Officer of DWSC,
President and Chief Executive Vice President of Distributors;
Operating Officer Executive Vice President and Director of DWTC;
Vice President of the Dean Witter Funds and the
TCW/DW Funds.
David A. Hughey Executive Vice President and Chief Administrative
Executive Vice Officer of DWSC, Distributors and DWTC; Director
President and Chief of DWTC; Vice President of the Dean Witter Funds
Administrative Officer and the TCW/DW Funds.
Edmund C. Puckhaber Director of DWTC; Vice President of the Dean
Executive Vice Witter Funds.
President
John Van Heuvelen President, Chief Operating Officer and Director
Executive Vice of DWTC.
President
6
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Sheldon Curtis Assistant Secretary of DWR; Senior Vice President,
Senior Vice President, Secretary and General Counsel of DWSC; Senior Vice
General Counsel and President, Assistant General Counsel and Assistant
Secretary Secretary of Distributors; Senior Vice President
and Secretary of DWTC; Vice President, Secretary
and General Counsel of the Dean Witter Funds and
the TCW/DW Funds.
Peter M. Avelar
Senior Vice President Vice President of various Dean Witter Funds.
Mark Bavoso
Senior Vice President Vice President of various Dean Witter Funds.
Thomas H. Connelly
Senior Vice President Vice President of various Dean Witter Funds.
Edward Gaylor
Senior Vice President Vice President of various Dean Witter Funds.
Rajesh K. Gupta
Senior Vice President Vice President of various Dean Witter Funds.
Kenton J. Hinchcliffe
Senior Vice President Vice President of various Dean Witter Funds.
Kevin Hurley
Senior Vice President Vice President of various Dean Witter Funds.
John B. Kemp, III Director of the Provident Savings Bank, Jersey
Senior Vice President City, New Jersey.
Anita Kolleeny
Senior Vice President Vice President of various Dean Witter Funds.
Jonathan R. Page
Senior Vice President Vice President of various Dean Witter Funds.
Ira Ross
Senior Vice President Vice President of various Dean Witter Funds.
Rochelle G. Siegel
Senior Vice President Vice President of various Dean Witter Funds.
Paul D. Vance
Senior Vice President Vice President of various Dean Witter Funds.
Elizabeth A. Vetell
Senior Vice President
James F. Willison
Senior Vice President Vice President of various Dean Witter Funds.
7
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Ronald J. Worobel
Senior Vice President Vice President of various Dean Witter Funds.
Thomas F. Caloia First Vice President and Assistant Treasurer of
First Vice President DWSC, Assistant Treasurer of Distributors; and
and Assistant Treasurer of the Dean Witter Funds and the TCW/DW
Treasurer Funds.
Marilyn K. Cranney Assistant Secretary of DWR; First Vice President
First Vice President and Assistant Secretary of DWSC; Assistant
and Assistant Secretary Secretary of the Dean Witter Funds and the TCW/DW
Funds.
Barry Fink First Vice President and Assistant Secretary of
First Vice President DWSC; Assistant Secretary of the Dean Witter
and Assistant Secretary Funds and the TCW/DW Funds.
Michael Interrante First Vice President and Controller of DWSC;
First Vice President Assistant Treasurer of Distributors; First Vice
and Controller President and Treasurer of DWTC.
Robert Zimmerman
First Vice President
Joan Allman
Vice President
Joseph Arcieri
Vice President Vice President of various Dean Witter Funds.
Stephen Brophy
Vice President
Terence P. Brennan, II
Vice President
Douglas Brown
Vice President
Thomas Chronert
Vice President
Rosalie Clough
Vice President
Patricia A. Cuddy
Vice President Vice President of various Dean Witter Funds.
B. Catherine Connelly
Vice President
8
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Salvatore DeSteno
Vice President Vice President of DWSC.
Frank J. DeVito
Vice President Vice President of DWSC.
Dwight Doolan
Vice President
Bruce Dunn
Vice President
Jeffrey D. Geffen
Vice President
Deborah Genovese
Vice President
Peter W. Gurman
Vice President
Russell Harper
Vice President
John Hechtlinger
Vice President
David Hoffman
Vice President
David Johnson
Vice President
Christopher Jones
Vice President
Stanley Kapica
Vice President
Konrad J. Krill
Vice President Vice President of various Dean Witter Funds.
Paul LaCosta
Vice President Vice President of various Dean Witter Funds.
Lawrence S. Lafer Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
Thomas Lawlor
Vice President
9
<PAGE>
NAME AND POSITION OTHER SUBSTANTIAL BUSINESS, PROFESSION, VOCATION
WITH DEAN WITTER OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL ADDRESS
INTERCAPITAL INC. AND NATURE OF CONNECTION
- ----------------- ------------------------------------------------
Lou Anne D. McInnis Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
Sharon K. Milligan
Vice President
James Nash
Vice President
Richard Norris
Vice President
Hugh Rose
Vice President
Ruth Rossi Vice President and Assistant Secretary of DWSC;
Vice President and Assistant Secretary of the Dean Witter Funds and
Assistant Secretary the TCW/DW Funds.
Carl F. Sadler
Vice President
Rafael Scolari
Vice President Vice President of Prime Income Trust
Diane Lisa Sobin
Vice President Vice President of various Dean Witter Funds.
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 Vice President of various Dean Witter Funds.
Marianne Zalys
Vice President
10
<PAGE>
Item 29. Principal Underwriters.
-----------------------
Not applicable
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
Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and State of
New York on the 22nd day of February, 1995.
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
By /s/ Sheldon Curtis
----------------------------------
Sheldon Curtis
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer President, Chief
Executive Officer,
Trustee and Chairman
By /s/ Charles A. Fiumefreddo 02/22/95
----------------------------
Charles A. Fiumefreddo
(2) Principal Financial Officer Treasurer and Principal
Accounting Officer
By /s/ Thomas F. Caloia 02/22/95
----------------------------
Thomas F. Caloia
(3) Majority of the Trustees
Charles A. Fiumefreddo (Chairman)
Philip J. Purcell
By /s/ Sheldon Curtis 02/22/95
----------------------------
Sheldon Curtis
Attorney-in-Fact
Jack F. Bennett Manuel H. Johnson
Michael Bozic Paul Kolton
Edwin J. Garn Michael E. Nugent
John R. Haire John L. Schroeder
By /s/ David M. Butowsky 02/22/95
----------------------------
David M. Butowsky
Attorney-in-Fact
<PAGE>
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
EXHIBIT INDEX
2. -- Amended and Restated By-Laws
11. -- Consent of Independent Accountants
16. -- Schedules for Computation of Performance Quotations
27. -- Financial Data Schedule
<PAGE>
BY-LAWS
OF
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES
(AMENDED AND RESTATED AS OF JANUARY 25, 1995)
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
<PAGE>
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 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.
2
<PAGE>
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 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 Chairman, 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;
notwithstanding the above, nothing in this Section 4.7 shall be deemed to
preclude the electronic authorization, by designated persons, of the Trust's
Custodian (as described herein in Section 9.1) to transfer assets of the
Trust, as provided for herein in Section 9.1.
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.
3
<PAGE>
(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. 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
4
<PAGE>
(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 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
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.
5
<PAGE>
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 offices, 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 other duties as the Board of Trustees may from time to time prescribe.
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.
6
<PAGE>
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 sales
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.
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
7
<PAGE>
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 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 or electronically transmitted 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.
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.
8
<PAGE>
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.
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.
9
<PAGE>
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.
10
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 1 to the registration statement on Form N-1A (the
"Registration Statement") of our report dated February 7, 1995, relating to the
financial statements and financial highlights of Dean Witter Select Dimensions
Investment Series which are also included in such Prospectus. We also consent
to the references to us under the headings "Financial Highlights" in such
prospectus and under the headings "Independent Accountants" and "Experts"
in the Statement of Additional Information constituting part of
this Registration Statement.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
February 22, 1995
<PAGE>
DEAN WITTER SELECT DIMENSIONS MONEY MARKET
Exhibit 16: Schedule for computation of each performance
quotation provided in the Statement of Additional Information.
(16) The Trust's current yield for the seven days ending
December 31, 1994
(A-B) x 365/N
(1.001074 -1) x 365/7 = 5.60%
The Trust's effective annualized yield for the seven days ending
December 31, 1994
365/N
A - 1
365/7
1.001074 -1 5.75%
A = Value of a share of the Trust at end of period.
B = Value of a share of the Trust at beginning of period.
N = Number of days in the period.
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE MONEY MARKET PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,007.60 0.76% 0.14 5.46%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $999.30 0.14 -0.49%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.76 $10,076 $50,380 $100,760
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,006.10 0.61% 0.14 4.36%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,002.00 0.14 1.41%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.61 $10,061 $50,305 $100,610
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE DIVERSIFIED INCOME PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,007.60 0.76% 0.14 5.46%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,004.00 0.14 2.84%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.76 $10,076 $50,380 $100,760
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES - THE BALANCED PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,006.00 0.60% 0.14 4.29%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,002.00 0.14 1.41%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.60 $10,060 $50,300 $100,600
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES - THE UTILITIES PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,006.50 0.65% 0.14 4.66%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- -----------------------
<S> <C> <C> <C>
09-Nov-94 $1,004.90 0.14 3.49%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.65 $10,065 $50,325 $100,650
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE DIVIDEND GROWTH PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $999.50 -0.05% 0.14 -0.35%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $996.00 0.14 -2.78%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 -0.05 $9,995 $49,975 $99,950
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE VALUE-ADDED MARKET PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $992.40 -0.76% 0.14 -5.22%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $988.00 0.14 -8.13%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 -0.76 $9,924 $49,620 $99,240
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE CORE EQUITY PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,006.70 0.67% 0.14 4.80%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,003.00 0.14 2.13%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.67 $10,067 $50,335 $100,670
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE AMERICAN VALUE PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,006.90 0.69% 0.14 4.95%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,003.00 0.14 2.13%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.69 $10,069 $50,345 $100,690
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE GLOBAL EQUITY PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $997.00 -0.30% 0.14 -2.09%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $993.00 0.14 -4.81%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 -0.30 $9,970 $49,850 $99,700
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE DEVELOPING GROWTH PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,015.80 1.58% 0.14 11.64%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,011.00 0.14 7.99%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 1.58 $10,158 $50,790 $101,580
</TABLE>
<PAGE>
SCHEDULE FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS
DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES -
THE EMERGING MARKETS PORTFOLIO
(A) AVERAGE ANNUAL TOTAL RETURNS
_ _
| ______________________ |
FORMULA: | | |
| /\ n | ERV |
T = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
T = AVERAGE ANNUAL COMPOUND RETURN
n = NUMBER OF YEARS
ERV = ENDING REDEEMABLE VALUE
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(A)
$1,000 ERV AS OF AGGREGATE NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 TOTAL RETURN YEARS - n COMPOUND RETURN - T
- ------------- ---------- -------------- --------- -------------------
<S> <C> <C> <C> <C>
09-Nov-94 $1,005.70 0.57% 0.14 4.07%
</TABLE>
(B) AVERAGE ANNUAL TOTAL RETURNS WITHOUT WAIVER OF
FEES AND ASSUMPTION OF EXPENSES.
_ _
| ______________________ |
FORMULA: | | |
| /\ n | EVb |
tb = | \ | ------------- | - 1
| \ | P |
| \| |
|_ _|
tb = AVERAGE ANNUAL COMPOUND RETURN
(DEDUCTION FOR EXPENSES ASSUMED BY FUND MANAGER)
n = NUMBER OF YEARS
EVb = ENDING VALUE (DEDUCTION FOR EXPENSES
ASSUMED BY FUND MANAGER)
P = INITIAL INVESTMENT
<TABLE>
<CAPTION>
(B)
$1,000 EVb AS OF NUMBER OF AVERAGE ANNUAL
INVESTED - P 31-Dec-94 YEARS - n COMPOUND RETURN - tb
- ------------- ---------- --------- ----------------------
<S> <C> <C> <C>
09-Nov-94 $1,002.00 0.14 1.41%
</TABLE>
(C) GROWTH OF $10,000
(D) GROWTH OF $50,000
(E) GROWTH OF $100,000
FORMULA: G= (TR+1)*P
G= GROWTH OF INITIAL INVESTMENT
P= INITIAL INVESTMENT
TR= TOTAL RETURN SINCE INCEPTION
<TABLE>
<CAPTION>
(C) (D) (E)
$10,000 TOTAL GROWTH OF GROWTH OF GROWTH OF
INVESTED - P RETURN - TR $10,000 INVESTMENT $50,000 INVESTMENT $100,000 INVESTMENT - G
- ----------- ----------- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
09-Nov-94 0.57 $10,057 $50,285 $100,570
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 1,233,049
<INVESTMENTS-AT-VALUE> 1,233,049
<RECEIVABLES> 0
<ASSETS-OTHER> 9,313
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,242,362
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,415
<TOTAL-LIABILITIES> 8,415
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,233,947
<SHARES-COMMON-STOCK> 1,233,947
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,233,947
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,611
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 4,611
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,611
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,611)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,239,489
<NUMBER-OF-SHARES-REDEEMED> (10,252)
<SHARES-REINVESTED> 11,610
<NET-CHANGE-IN-ASSETS> 1,233,847
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 395
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17,657
<AVERAGE-NET-ASSETS> 555,069
<PER-SHARE-NAV-BEGIN> 1.0
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.01)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
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