File Nos. 33-91174
811-9022
As filed with the Securities and Exchange Commission on October 11, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
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Post-Effective Amendment No. 6 |X|
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 9 |X|
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(check appropriate box or boxes)
With respect to Common Stock:
AIG ALL AGES FUNDS, INC.
(Exact name of registrant as specified in charter)
70 PINE STREET, NEW YORK, NEW YORK 10270
(Address of principal executive offices)
(800) 862-3984
(Registrant's telephone number, including area code)
CT CORPORATION SYSTEM
1633 Broadway
New York, New York 10019
(Name and address of agent for service)
With respect to Guarantee: With respect to Support Agreement:
AIG CAPITAL MANAGEMENT CORP. AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of co-registrant (Exact name of co-registrant
as specified in charter) as specified in charter)
70 PINE STREET, 70 PINE STREET,
NEW YORK, NEW YORK 10270 NEW YORK, NEW YORK 10270
(Address of principal (Address of principal
executive offices) executive offices)
(212) 770-7000 (212) 770-7000
(Co-registrant's telephone (Co-registrant's telephone
number, including area code) number, including area code)
ELIZABETH M. TUCK KATHLEEN E. SHANNON, ESQ.
AIG Capital Management Corp. American International Group, Inc.
70 Pine Street, 70 Pine Street,
New York, New York 10270 New York, New York 10270
(Name and address of (Name and address of
agent for service) agent for service)
Copies to:
ROBERT W. HELM, ESQ. DAVID HARTMAN, ESQ.
Dechert Price & Rhoads American International Group, Inc.
1500 K Street, 70 Pine Street,
Washington, DC 20005 New York, New York 10270
It is proposed that this filing will become effective (check appropriate box):
|X| immediately upon filing pursuant to |_| on (date) pursuant to
paragraph (b) of Rule 485. paragraph (b) of Rule 485
|_| 60 days after filing pursuant to |_| on (date) pursuant to
paragraph (a)(1) of Rule 485. paragraph (a)(1) of Rule 485.
|_| 75 days after filing pursuant to |_| on (date) pursuant to
paragraph (a)(2) of Rule 485. paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant AIG All Ages Funds, Inc. has registered under the Securities Act
of 1933 an indefinite amount of securities pursuant to Rule 24f-2(a)(1) under
the Investment Company Act of 1940. Registrant intends to file the Notice
required by Rule 24f-2 within the time period required by such Rule.
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 6 is being filed to comply with an
undertaking to include the financial statements of the AIG Retiree Fund - 2003
series of the Registrant (the "Fund") and the First Global Equity Portfolio, a
registered open-end management investment company in which the Fund invests,
reflecting an initial period of operations. This Amendment incorporates by
reference the Prospectus and Statement of Additional Information for the AIG
Retiree Fund -- 2003 series of the Registrant, each dated April 12, 1996, from
Registrant's filing of definitive copies under Rule 497(c). This Amendment also
incorporates by reference the Prospectus and Statement of Additional Information
for the AIG Children's World Fund - 2005 series of the Registrant, each dated
September 21, 1995, as supplemented through June 28, 1996, from part A and part
B of Registrant's filing of Post-Effective Amendment No. 5.
<PAGE>
CROSS REFERENCE SHEET REQUIRED BY RULE 495
UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Item No. in Part A of Form N-1A Location in Prospectus
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<S> <C>
1. Cover Page Cover Page
2. Synopsis Not applicable
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objectives and Management
Policies; American International Group, Inc.
5. Management of Fund Investment Advisory Services
5a.Managers' Discussion of Fund Performance Not applicable
6. Capital Stock and Other Securities Organization and Capitalization; Dividends
and Distributions; Taxes; Investment Objectives
and Management Policies -- The Manager's
Guarantee
7. Purchase of Securities Being Offered Cover Page; Purchase of Shares
8. Redemption or Repurchase Redemption or Repurchase of Shares
9. Pending Legal Proceedings Not applicable
</TABLE>
<TABLE>
<CAPTION>
Location in Statement of Additional
Item No. in Part B of Form N-1A Information
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<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information
13. Investment Objectives and Policies Investment Objectives and Policies
14. Management of the Registrant Management and Expenses
15. Control Persons and Principal Directors and Officers
Holders of Securities
16. Investment Advisory and Other Management and Expenses; Other
Services Information
17. Brokerage Allocation Portfolio Transactions and Brokerage
18. Capital Stock and Other Securities Other Information -- Capital Stock
19. Purchase, Redemption and Pricing of Purchase and Redemption of Fund Shares;
Securities Being Offered Valuation
20. Tax Status Taxes
21. Underwriters Distribution Services
22. Calculation of Performance Data Not applicable
23. Financial Statements Financial Information
</TABLE>
<PAGE>
PART A
<PAGE>
AIG RETIREE FUND - 2003
Supplement dated October 11, 1996 to
Prospectus dated April 12, 1996
FINANCIAL HIGHLIGHTS
The table of Financial Highlights below supplements the Fund's unaudited
financial statements contained in the Statement of Additional Information and
sets forth certain information regarding the investment operations of the Fund
for the period presented.
AIG ALL AGES FUNDS, INC.
AIG RETIREE FUND - 2003
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Financial Highlights
For the period from April 17, 1996* to August 31, 1996 (Unaudited)
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Per Share Operating Performance
Net asset value, beginning of period......................... $ 9.15
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Income (loss) from investment operations:
Net investment income................................... 0.05
Net realized and unrealized loss on investments......... (0.05)
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Total income from investment operations............. 0.00
======
Net asset value, end of period............................... $ 9.15
======
Total Return................................................. 0.00% (a)
Ratios/Supplemental Data:
Net assets, end of period (000's)............................ $3,580
Ratios to average net assets --
Expenses................................................ 1.95% (b)(c)
Net investment income................................... 2.96% (b)(c)
Portfolio turnover rate...................................... 0.00%
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* Commencement of Operations.
(a) Calculated without deduction of sales charges.
(b) Net of fee waivers and expense reimbursements which had the effect of
reducing the ratio of expenses to average net assets and increasing the
ratio of net investment income to average net assets by 12.23 percentage
points (annualized).
(c) Annualized.
<PAGE>
PART B
<PAGE>
AIG RETIREE FUND - 2003
A Series of AIG All Ages Funds, Inc.
505 Carr Road
Wilmington, DE 19809
(800) 862-3984
This Supplement to the Statement of Additional Information is not a
prospectus and is only authorized for distribution when preceded or accompanied
by the Fund's Prospectus dated April 12, 1996, as supplemented on October 11,
1996, and as further amended or supplemented from time to time. The following
supplements the information contained in the Fund's Statement of Additional
Information dated April 12, 1996.
FINANCIAL INFORMATION
April 17, 1996 to August 31, 1996
(Unaudited)
Page
----
AIG Retiree Fund - 2003:
Portfolio of Investments 2
Statement of Assets and Liabilities 3
Statement of Operations 4
Statement of Changes in Net Assets 5
Financial Highlights 6
Notes to Financial Statements 7-11
First Global Equity Portfolio:
Portfolio of Investments 12-13
Statement of Assets and Liabilities 14
Statement of Operations 15
Statement of Changes in Net Assets 16
Ratios/Supplemental Data 17
Notes to Financial Statements 18-22
1
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AIG RETIREE FUND - 2003
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Portfolio of Investments
August 31, 1996 (Unaudited)
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Principal Maturity Value
Amount Description Date Yield* (Note 2a)
- --------- ----------- -------- ------ ---------
US TREASURY BONDS - 68.4%
$ 340,000 US Zero Coupon Bond........ 08/15/03 6.86% $ 212,680
625,000 US Zero Coupon Bond........ 08/15/03 6.60% 390,956
200,000 US Zero Coupon Bond........ 11/15/03 7.01% 123,016
300,000 US Zero Coupon Bond........ 11/15/03 7.00% 184,524
300,000 US Zero Coupon Bond........ 11/15/03 6.86% 184,524
300,000 US Zero Coupon Bond........ 11/15/03 6.84% 184,524
200,000 US Zero Coupon Bond........ 11/15/03 6.82% 123,016
200,000 US Zero Coupon Bond........ 11/15/03 6.79% 123,016
300,000 US Zero Coupon Bond........ 11/15/03 6.74% 184,524
500,000 US Zero Coupon Bond........ 11/15/03 6.73% 307,537
200,000 US Zero Coupon Bond........ 11/15/03 6.56% 123,016
300,000 US Zero Coupon Bond........ 11/15/03 6.50% 184,524
200,000 US Zero Coupon Bond........ 11/15/03 6.49% 123,016
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Investments in U.S. Treasury Bonds (Cost $2,469,017) 2,448,873
Investment in First Global Equity Portfolio - 28.5% 1,019,144
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Total Investments 3,468,017
Other Assets in Excess of Liabilities - 3.1% 111,581
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NET ASSETS -100% $3,579,598
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* Effective yield at time of purchase.
See Accompanying Notes to the Financial Statements.
2
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AIG RETIREE FUND - 2003
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Statement of Assets and Liabilities
August 31, 1996 (Unaudited)
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ASSETS:
Investment in securities at value (Cost $2,469,017) ......... $ 2,448,873
Investment in First Global Equity Portfolio at value ........ 1,019,144
Cash ........................................................ 51,099
Receivable for fund shares sold ............................. 62,661
Deferred organization costs ................................. 28,154
Prepaid expenses ............................................ 13,865
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Total Assets .............................................. 3,623,796
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LIABILITIES:
Due to Manager .............................................. 7,055
Accrued expenses ............................................ 37,143
Total Liabilities ......................................... 44,198
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NET ASSETS .................................................... $ 3,579,598
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COMPOSITION OF NET ASSETS:
Capital stock, at par ....................................... $ 391
Additional paid in capital .................................. 3,579,874
Accumulated undistributed net investment income ............. 19,906
Accumulated net realized gain on investments ................ 9,288
Net unrealized depreciation of investments .................. (29,861)
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Net Assets .................................................... $ 3,579,598
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Shares Outstanding ($0.001 par value) ......................... 391,102
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Net asset value and redemption price per share ................ $ 9.15
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Maximum offering price per share (Net asset value plus
sales charge - 4.75% of maximum offering price) ............... $ 9.61
===========
See Accompanying Notes to the Financial Statements.
3
<PAGE>
AIG RETIREE FUND - 2003
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Statement of Operations
For the period from April 17, 1996* to August 31, 1996 (Unaudited)
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INVESTMENT INCOME:
Interest...................................................... $ 30,691
Investment income allocated from the Equity Portfolio:
Interest......................................... $ 630
Dividends........................................ 1,655
Expenses......................................... (23,151)
Less: Fee waivers and expense reimbursements..... 20,237
Net Investment Income Allocated from the Equity Portfolio........ (629)
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30,062
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EXPENSES:
Registration fees.................................. 19,404
Directors' fees and expenses....................... 9,730
Legal fees......................................... 9,358
Transfer agent fees................................ 8,986
Insurance expense.................................. 4,364
Shareholder communication fees..................... 4,276
Organization expense............................... 3,846
Distribution fees.................................. 3,350
Audit fees......................................... 3,004
Shareholder service fees........................... 1,675
Administrative fees................................ 1,471
Investment advisory fees........................... 1,039
Custodian fees..................................... 123
Miscellaneous expenses............................. 1,501
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72,127
Less: Fee waivers and expense reimbursements....... (61,971)
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Net Expenses...................................................... 10,156
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Net Investment Income.......................................... 19,906
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REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain on investments and foreign
currency transactions from the Equity Portfolio ................ 9,290
Net realized loss on securities transactions
from the Fund .................................................. (2)
Net unrealized loss on investments and foreign
currency transactions from the Equity Portfolio ................ (9,717)
Net unrealized depreciation of investments
from the Fund .................................................. (20,144)
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Net realized and unrealized loss on investments
and foreign currency transactions ............................ (20,573)
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Net Decrease in Net Assets Resulting from Operations ...... $ (667)
========
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*Commencement of Operations.
See Accompanying Notes to the Financial Statements.
4
<PAGE>
AIG RETIREE FUND - 2003
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Statement of Changes in Net Assets
For the period from April 17, 1996* to August 31, 1996 (Unaudited)
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OPERATIONS:
Net investment income.................................... $ 19,906
Net realized gain on investments and
foreign currency transactions.......................... 9,288
Net unrealized loss on investments and
foreign currency transactions.......................... (29,861)
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Net Decrease in Net Assets Resulting from Operations..... (667)
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FUND SHARE TRANSACTIONS:
Net proceeds from shares subscribed...................... 3,854,196
Cost of shares redeemed.................................. (273,931)
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Net Increase in Net Assets Resulting
from Fund Share Transactions......................... 3,580,265
Total Increase in Net Assets....................... 3,579,598
Net assets at the beginning of the period.................. --
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NET ASSETS at the end of the period (including
undistributed net investment income of $ 19,906)......... $3,579,598
----------
- -----------------
*Commencement of Operations.
See Accompanying Notes to the Financial Statements.
5
<PAGE>
AIG RETIREE FUND - 2003
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Financial Highlights
For the period from April 17, 1996* to August 31, 1996 (Unaudited)
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Per Share Operating Performance
Net asset value, beginning of period...................... $ 9.15
------
Income (loss) from investment operations:
Net investment income................................... 0.05
Net realized and unrealized loss on investments......... (0.05)
------
Total income from investment operations............... 0.00
------
Net asset value, end of period............................ $ 9.15
======
Total Return.............................................. 0.00%(a)
Ratios/Supplemental Data:
Net assets, end of period (000's)......................... $ 3,580
Ratio to average net assets --
Expenses................................................ 1.95%(b)(c)
Net investment income................................... 2.96%(b)(c)
Portfolio turnover rate................................... 0.00%
- ---------------
*Commencement of Operations.
(a) Calculated without deduction of sales charges.
(b) Net of fee waivers and expense reimbursements which had the effect of
reducing the ratio of expenses to average net assets and increasing the ratio of
net investment income to average net assets by 12.23 percentage points
(annualized).
(c) Annualized.
See Accompanying Notes to the Financial Statements.
6
<PAGE>
AIG RETIREE FUND - 2003
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Notes to Financial Statements
August 31, 1996 (Unaudited)
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Note 1 - Organization
AIG All Ages Funds, Inc. (the "Company") is registered under the Investment
Company Act of 1940 as amended, (the "1940 Act"), as an open-ended diversified
management investment company. The Company was incorporated in Maryland on April
4, 1995 and commenced operations on December 15, 1995. At August 31, 1996, the
Company operated as a series company comprising two funds. The accompanying
financial statements and notes are those of the AIG Retiree Fund - 2003 (the
"Fund") only. The Fund commenced operations on April 17, 1996.
Shares of the Fund will be offered to investors only from April 12, 1996 through
April 30, 1997 (the "Offering Period"). The Offering Period may be extended or
shortened by the Fund at its discretion.
The Fund has two investment objectives. The first objective is to provide a
guaranteed return, on or after November 15, 2003 (the "Maturity Date"), of the
full amount originally invested (including any sales charges paid) by each
shareholder who has reinvested all dividends and distributions, which the Fund
pursues through investment of a portion of its assets in U.S. Treasury zero
coupon securities, combined with further assurance from a guarantee by AIG
Capital Management Corp., the Fund's investment adviser (the "Manager"). The
Manager's obligations under its guarantee will be backed by its parent, American
International Group, Inc. ("AIG").
The Fund's second objective is to achieve total return on capital through both
capital growth (realized and unrealized) and income, by investing the balance of
its assets in the First Global Equity Portfolio (the "Equity Portfolio"), an
open-ended management investment company that invests in a globally diversified
portfolio of equity securities. The Fund and the Equity Portfolio constitute a
two-tier master-feeder structure. The value of the Fund's investment in the
Equity Portfolio included in the accompanying Statement of Assets and
Liabilities reflects the Fund's proportionate beneficial interest of 48.0% in
the net assets of the Equity Portfolio at August 31, 1996. The financial
statements of the Equity Portfolio, including its portfolio of investments, are
included within this report and should be read in conjunction with the Fund's
financial statements.
7
<PAGE>
AIG RETIREE FUND - 2003
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Notes to Financial Statements
August 31, 1996 (Unaudited)
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Note 2 - Significant Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.
a) Security Valuations:
During the Offering Period, U.S. Treasury zero coupon securities are valued at
the average of the last reported bid and ask prices; thereafter, they will be
valued at the last reported bid price. Short-term securities with less than
sixty days remaining to maturity when acquired are valued at amortized cost,
which approximates market value. Short-term securities with more than sixty days
remaining to maturity are valued at current market value until the sixtieth day
prior to maturity, and are then valued on an amortized cost basis. The valuation
of the Fund's investment in the Equity Portfolio is discussed in Note 2 of the
Equity Portfolio's financial statements.
b) Investment Income and Security Transactions:
Security transactions of the Fund are accounted for on a trade date basis.
Realized gains and losses on securities transactions are determined on the
identified cost basis. Interest income, including accretion of discount and
amortization of premium, is accrued daily. The Fund records its pro-rata share
of investment income, expenses and realized and unrealized gains and losses
recorded by the Equity Portfolio on a daily basis. Expenses common to all funds
within the Company are allocated among the funds on the basis of average net
assets.
c) Dividends and Distributions:
The Fund declares and pays dividends from net investment income and distributes
net realized capital gains, if any, at least annually. Dividends and
distributions are recorded on the ex-dividend date. The amounts of dividends
from net investment income and distributions from net realized capital gains are
determined in accordance with federal income tax regulations which may differ
from generally accepted accounting principles, therefore, the Fund may
periodically make reclassifications among certain of its capital accounts as a
result of timing and characterization of certain income and capital gains
distributions.
8
<PAGE>
AIG RETIREE FUND - 2003
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Notes to Financial Statements
August 31, 1996 (Unaudited)
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Note 2 - Continued
d) Federal Income Taxes:
The Fund has elected to be taxed as a regulated investment company and intends
to comply with the requirements of the Internal Revenue Code and to distribute
substantially all its taxable income to shareholders. Therefore, no federal
income tax provision is required.
e) Organization Expenses:
Expenses incurred in connection with the organization of the Fund are being
amortized on a straight line basis over a five year period beginning April 17,
1996.
Note 3 - Agreements and Other Transactions with Affiliates
The Manager serves as the Fund's and the Equity Portfolio's investment adviser
and is responsible for the management of the assets of the Fund and the Equity
Portfolio in conformity with the stated objectives and policies of the Fund and
the Equity Portfolio. For its services, the Manager is entitled to a fee
calculated daily and paid monthly, at an annual rate of 0.20% of the average
daily net assets of the Fund (other than its interest in the Equity Portfolio)
and 1.20% of the average daily net assets of the Equity Portfolio. The Manager
has voluntarily agreed to waive its management fee or reimburse the Fund's
expenses to the extent that total Fund operating expenses exceed 1.95% of
average daily net assets during the Fund's limited offering period, subject to
reimbursement by the Fund in subsequent years under certain circumstances. For
the period ended August 31, 1996, the Manager waived its entire fee as adviser
and reimbursed the Fund in the aggregate amount of $61,971.
The Manager has entered into subadvisory agreements with AIG Global Investment
Corp. ("AIG Global"), which is a wholly owned subsidiary of AIG and registered
under the Investment Advisers Act of 1940, as amended ("Advisers Act"). Pursuant
to its subadvisory agreements, AIG Global provides investment advisory services
to the Manager in respect of the management of the Fund's Treasury Securities
and in respect of the management of the assets of the Equity Portfolio and
officers of AIG Global provide representation on the Manager's Investment
Committee. Under the subadvisory agreements with AIG Global, the Manager pays
AIG Global a fee which is calculated daily and paid monthly at an annual rate of
0.0825% of the average daily net assets of the Fund (other than the Fund's
interest in the Equity Portfolio) and 0.15% of the average daily net assets of
the Equity Portfolio. These fees are paid from the management fee paid to the
Manager.
9
<PAGE>
AIG RETIREE FUND - 2003
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Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 3 - Continued
The Manager was previously party to a subadvisory agreement with AIG Global
Investment Corp. (Europe) Ltd., ("AIG Global Europe"), a wholly owned subsidiary
of AIG. Effective May 28, 1996, AIG Global Europe deregistered under the
Advisers Act and the subadvisory agreement was replaced with a service agreement
pursuant to which AIG Global Europe agreed to provide investment advisory
services.
The Manager serves as the Fund's and the Equity Portfolio's investment adviser
and is responsible for the management of the assets and review and supervision
of the investment program. In addition to the subadvisory agreements, the
Manager has entered into service agreements with certain affiliates, including
AIG Global Europe, whereby such affiliates provide investment advisory services
under the direction of the Manager. Certain officers of these affiliates provide
representation on the Manager's Investment Committee. Under the terms of the
service agreements, the Manager is required to pay the service providers a total
combined fee at an annual rate of 0.0175% of the average daily net assets of the
Fund (other than the Fund's interest in the Equity Portfolio) and 0.45% of the
average daily net assets of the Equity Portfolio. These fees are paid from the
management fee paid to the Manager. There have been no such fees paid through
the period ended August 31, 1996.
Under the Shareholder Servicing Agreement, AIG Equity Sales Corp. (the
"Distributor"), a wholly owned subsidiary of AIG, provides administrative
services for the Fund's shareholders for which the Fund pays the Distributor a
fee at the annual rate of up to 0.25% of average daily net assets. Under a plan
of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (the "Plan"),
the Fund may pay the Distributor a distribution fee during the Offering Period
at the annualized rate of up to 0.50% of the average daily net assets of the
Fund. The Plan will terminate on the last day of the Offering Period.
PFPC International Ltd. serves as the Fund's administrator and accounting agent.
PFPC Inc. serves as Fund's transfer agent and dividend disbursing agent. PNC
Bank, N.A. serves as custodian of the Fund's assets.
10
<PAGE>
AIG RETIREE FUND - 2003
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Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 3 - Continued
Certain directors and officers of the Company are also directors and/or officers
of the Manager or Distributor. These directors and officers are paid no
compensation by the Fund.
Note 4 - Capital Share Transactions
The Company has authorized 100 million shares of capital stock in the Fund with
a par value of $0.001. For the period ended August 31, 1996, there were 420,918
shares of capital stock sold. There were 29,816 shares redeemed.
Note 5 - Securities Transactions
For the period ended August 31, 1996 purchases of U.S. Treasury zero coupon
securities (other than short-term securities) were $2,443,170. There were no
sales of U.S. Treasury zero coupon securities in the period. At August 31, 1996,
the cost of the securities of the Fund for federal income tax purposes was
substantially the same as for financial reporting purposes. Accordingly, net
unrealized depreciation of investments amounted to $20,144.
11
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
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Portfolio of Investments
August 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------
Value
Description Shares (Note 2)
----------- ------ --------
COMMON STOCKS - 92.9%
Canada - 4.4%
Canadian Pacific Ltd .......................... 2400 $ 54,000
Philip Environmental, Inc* .................... 5000 40,000
--------
94,000
--------
France - 5.7%
Castorama Dubois Investment ................... 180 34,969
Generale des Eaux ............................. 300 28,928
Schneider ..................................... 450 20,061
Total CIE Franc des Petroles B shares ......... 500 36,772
--------
120,730
--------
Hong Kong - 6.2%
Cheung Kong Infrastructure* ................... 48,000 78,526
Innovative international ...................... 20,000 6,984
Lucky Man Holdings Ltd ........................ 90,000 47,138
--------
132,648
--------
Japan - 21.3%
Bank of Tokyo - Mitsubishi Ltd ................ 1,000 20,293
Canon, Inc .................................... 1,000 18,548
Fanuc ......................................... 500 18,227
Hitachi ....................................... 4,000 36,656
Hitachi Zosen Corp ............................ 2,000 9,732
Kajima Corp ................................... 3,000 26,831
Kao Corp ...................................... 1,000 11,845
Katokichi Co .................................. 1,000 22,129
Kuraray Co .................................... 1,000 10,192
Marui Co ...................................... 1,000 19,558
Matsushita Electrical Works ................... 2,000 19,834
Mitsubishi Heavy Industries ................... 1,000 7,888
Mitsubishi Motors ............................. 3,000 24,407
NEC Corp ...................................... 2,000 21,302
Nippon Steel Corp ............................. 5,000 15,793
Nomura Securities ............................. 1,000 17,355
Sankyo Co. Ltd ................................ 1,000 24,792
Showa Shell Sekiyu ............................ 2,000 19,283
Toagosei Co. Ltd .............................. 4,000 18,218
Tokio Marine & Fire ........................... 1,000 11,386
Tokyo Ohka Kogyo .............................. 700 17,805
Tomen Corporation ............................. 3,000 10,192
Tonami Transport .............................. 3,000 18,567
Toto .......................................... 1,000 13,223
Toyo Trust and Banking ........................ 2,000 17,283
--------
451,339
--------
Netherlands - 6.6%
Getronics NV .................................. 2,000 48,642
Hunter Douglas NV ............................. 500 34,917
Koninklijke ................................... 1,00 55,867
--------
139,426
--------
12
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
Portfolio of Investments - Continued
August 31,1996 (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
Description Shares (Note 2)
----------- ------ --------
Philippines - 1.4%
<S> <C> <C>
Universal Rightfield Properties ............................... 213,000 $ 30,899
----------
Spain - 1.6%
Bankinter SA .................................................. 300 33,896
----------
Sweden - 1.6%
Astra AB A - Free Shares ...................................... 800 33,787
----------
Switzerland - 2.9%
Roche Holdings AG ............................................. 8 60,865
----------
United Kingdom - 11.4%
Cable & Wireless PLC .......................................... 5,000 32,871
Glaxo Wellcome PLC ............................................ 2,500 35,838
Glynwed International PLC ..................................... 6,500 34,663
Laporte PLC ................................................... 3,000 34,784
Legal & General Group PLC ..................................... 3,000 33,776
Stanley Leisure Org. PLC ...................................... 4,500 34,151
Vaux Group PLC ................................................ 8,000 35,040
----------
241,123
----------
United States - 29.8%
Allstate Corp ................................................. 1,000 44,625
Cooper Industries, Inc ........................................ 1,000 40,500
Emerson Electric Co ........................................... 600 50,250
Flowers Industries, Inc ....................................... 3,000 54,000
Kroger Co ..................................................... 1,065 45,129
Nabisco Holdings Corp ......................................... 1,200 40,350
Octel Communications Corp ..................................... 1,000 29,125
Pall Corp ..................................................... 1,800 42,300
Penny (J.C.), Inc ............................................. 1,000 52,875
Public Storage, Inc ........................................... 2,000 43,000
Snap - On, Inc ................................................ 1,000 45,625
Ultramar Corp ................................................. 1,600 44,000
Unifi, Inc .................................................... 1,800 49,275
Union Pacific Corp ............................................ 700 51,013
----------
632,067
----------
Total Common Stocks (Cost $1,997,907) ......................... 1,970,780
----------
SHORT-TERM INVESTMENTS - 18.2%
Cayman Island Time Deposit - 2.75% due 09/03/96 (Cost $387,000) 387,000
----------
Total Investments (Cost $2,384,907) - 111.1% .................. 2,357,780
Liabilities in Excess of Other Assets - (11.1%) ............... (235,859)
----------
NET ASSETS - 100% ............................................. $2,121,921
==========
</TABLE>
* Non-Income Producing Securities.
See Accompanying Notes to the Financial Statements.
13
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
Statement of Assets and Liabilities
August 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities at value (cost $2,384,907) ......... $2,357,780
Cash ........................................................ 54,071
Dividends receivable ........................................ 2,223
Interest receivable ......................................... 59
Receivable for investment securities sold ................... 104,600
Deferred organization costs ................................. 174,212
Prepaid expenses ............................................ 1,309
----------
Total Assets ................................................ 2,694,254
----------
LIABILITIES:
Payable for investment securities purchased ................. 391,194
Due to Manager .............................................. 108,242
Accrued expenses ............................................ 72,897
----------
Total Liabilities ........................................... 572,333
----------
NET ASSETS .................................................. $2,121,921
==========
See Accompanying Notes to the Financial Statements.
14
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
Statement of Operations
For the period from December 15, 1995* to August 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C>
Dividends .......................................................... $ 4,947
Interest ........................................................... 3,053
--------
8,000
--------
EXPENSES:
Trustees' fees and expenses ........................................ 37,075
Organization expenses .............................................. 30,333
Insurance expense .................................................. 21,647
Legal fees ......................................................... 18,536
Administrative fees ................................................ 17,607
Audit fees ......................................................... 9,268
Investment advisory fees ........................................... 5,325
Registration fees .................................................. 2,827
Shareholder communication fees ..................................... 741
Miscellaneous ...................................................... 2,766
--------
146,125
Less: Fee waivers and expense reimbursements ...................... (137,249)
--------
Net expenses ...................................................... 8,876
--------
Net Investment Loss ............................................... (876)
--------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain on investments and foreign currency transactions.. 25,645
Net unrealized loss on investments and foreign currency transactions (27,446)
--------
Net realized and unrealized loss from investment activity .......... (1,801)
--------
Net Decrease in Net Assets Resulting from Operations ............... $ (2,677)
=========
</TABLE>
- ----------
*Commencement of Operations.
See Accompanying Notes to the Financial Statements.
15
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets
For the period from December 15, 1995* to August 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
OPERATIONS:
<S> <C>
Net investment loss ................................................... $ (876)
Net realized gain on investments and foreign currency transactions .... 25,645
Net unrealized loss on investments and foreign currency transactions .. (27,446)
----------
Net Decrease in Net Assets Resulting from Operations ................ (2,677)
----------
PORTFOLIO SHARE TRANSACTIONS:
Contributions ......................................................... 2,023,598
----------
Total Increase in Net Assets ........................................ 2,020,921
Net assets at the beginning of the period ............................... 101,000
----------
NET ASSETS at the end of the period ..................................... $2,121,921
==========
</TABLE>
- ----------
*Commencement of Operations.
See Accompanying Notes to the Financial Statements.
16
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
Ratios/Supplemental Data:
For the period from December 15, 1995* to August 31, 1996 (Unaudited)
- --------------------------------------------------------------------------------
Net assets, end of period (000's) .......................... $ 2,122
Ratio to average net assets:
Expenses ................................................. 2.00% (a)(b)
Net investment income .................................... (0.20%)(a)(b)
Portfolio turnover rate .................................... 23.09% (c)
Average commission rate paid ............................... $0.0062 (d)
- ----------
*Commencement of Operations.
(a) Net of fee waivers and expense reimbursements which had the effect of
reducing the ratio of expenses to average net assets and increasing the
ratio of net investment income to average net assets by 30.97 percentage
points (annualized).
(b) Annualized.
(c) This figure is calculated for the period during which there were equity
holdings.
(d) Represents total commissions paid on portfolio securities divided by the
total number of shares purchased or sold on which commissions are charged.
This disclosure is required by the SEC beginning in 1996.
See Accompanying Notes to the Financial Statements.
17
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------
Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 1 - Organization
First Global Equity Portfolio (the "Equity Portfolio"), a Delaware Business
Trust, is registered under the Investment Company Act of 1940, as amended, as an
open-end diversified management investment company. The Equity Portfolio was
organized on June 26, 1995 and commenced operations on December 15, 1995.
The investment objective of the Equity Portfolio is to achieve total return on
capital through both capital growth (realized and unrealized) and income. The
Equity Portfolio seeks to achieve this objective by making investments in
securities of issuers from around the world.
Note 2 - Significant Accounting Policies
The following is a summary of significant accounting policies followed by the
Equity Portfolio in the preparation of its financial statements. The preparation
of financial statements in accordance with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual results
could differ from those estimates.
All net investment income and unrealized and realized gains and losses from
securities and foreign currency transactions of the Equity Portfolio are
allocated pro rata amongst the investors in the Equity Portfolio at the time of
such determination.
a) Security Valuations:
Securities traded on a foreign exchange or over-the-counter market are
valued at the last sales price on the primary exchange or market in
which they are traded. Securities for which there are no recent sales
transactions are valued based on quotations provided by primary market
makers in such securities. Any securities for which recent market
quotations are not readily available are valued at fair value
determined in accordance with procedures approved by the Board of
Trustees of the Equity Portfolio. Short-term securities with less than
sixty days remaining to maturity when acquired are valued at amortized
cost, which approximates market value. Short-term securities with more
than sixty days remaining to maturity are valued at current market
value until the sixtieth day prior to maturity, and are then valued on
an amortized cost basis.
18
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------
Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 2 - Continued
b) Investment Income and Security Transactions:
Security transactions of the Equity Portfolio are accounted for on a
trade date basis. Realized gains and losses on securities transactions
are determined on the identified cost basis. Interest income, including
accretion of discount and amortization of premium, is accrued daily.
Dividend income is recognized on the ex-dividend date.
c) Foreign Currency Transactions:
The Equity Portfolio's investment valuations, other assets and
liabilities initially expressed in foreign currencies are converted
each day into U.S. dollars based upon currency exchange rates
determined prior to the close of the New York Stock Exchange. Purchases
and sales of foreign investments and income and expenses are converted
into U.S. dollars based upon currency exchange rates prevailing on the
respective dates of such transactions. The Equity Portfolio does not
isolate that portion of the results of operations resulting from
changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such
fluctuations are included in net realized and unrealized gains or
losses on securities.
The Equity Portfolio may enter into forward foreign currency exchange
contracts to fix the U.S. dollar value of a security it has agreed to
buy or sell for the period between the date the trade was entered into
and the date the security is delivered and paid for. A forward foreign
currency exchange contract is an agreement to purchase or sell a
specific currency at a future date and at a price set at the time the
contract is entered into.
The Equity Portfolio is not required to enter into forward contracts
with regard to settlement of its foreign currency-denominated
securities and will not do so unless deemed appropriate by AIG Capital
Management Corp. (the "Manager") or AIG Global Investment Corp. ("AIG
Global"), the subadvisor. Forward foreign currency exchange contracts
do not eliminate fluctuations in the underlying price of the
securities. They simply establish a rate of exchange at a future date.
Additionally, although such contracts tend to minimize the risk of loss
due to fluctuations in the value of the currency being traded, at the
same time, they tend to limit any potential gain which might result
from an increase in the value of that currency. With respect to foreign
forward currency exchange contracts losses in excess of amounts
recognized in the statement of assets and liabilities may arise due to
changes in value of the foreign currency or if the counterparty does
not perform under the contract.
19
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------
Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 2 - Continued
d) Federal Income Taxes:
The Equity Portfolio will be classified as a partnership for United
States federal income tax purposes. As a consequence, the Equity
Portfolio itself will not be subject to United States federal income
tax, but each investor in the Equity Portfolio will be required to take
into account its distributive share of items of partnership income,
gain, loss, deduction and credit substantially as though such items had
been realized directly by the investor and without regard to whether
any distribution from the Equity Portfolio has been or will be
received.
e) Organization Expenses:
Expenses incurred in connection with the organization of the Equity
Portfolio are being amortized on a straight line basis over a five year
period beginning December 15, 1995. The amount paid by the fund on any
redemption by AIG Asset Management Services, Inc. will be reduced by a
proportion of any unamortized organizational expenses determined by the
proportion of the amount of capital withdrawn and the amount of initial
capital of the Equity Portfolio owned by such holder, outstanding
immediately prior to such withdrawal.
Note 3 - Agreements and Other Transactions with Affiliates
The Manager, an indirect wholly owned subsidiary of American International
Group, Inc. ("AIG"), serves as the Equity Portfolio's investment adviser and is
responsible for the management of the assets of the Equity Portfolio in
conformity with its stated objectives and policies. For its services, the
Manager is entitled to a fee calculated daily and paid monthly, at an annual
rate of 1.20% of the average daily net assets of the Equity Portfolio. The
Manager has voluntarily agreed to waive its management fee or reimburse the
Equity Portfolio's expenses to the extent that its total operating expenses
exceed 2.00% of average daily net assets for a limited period. For the period
ended August 31, 1996, the Manager waived its entire fee as adviser and
reimbursed the Equity Portfolio in the aggregate amount of $137,249.
20
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------
Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 3 - Continued
The Manager has entered into a subadvisory agreement with AIG Global, a wholly
owned subsidiary of AIG which is registered under the Investment Advisers Act of
1940, as amended ("Advisers Act"). Pursuant to its subadvisory agreement, AIG
Global provides investment advisory services to the Manager in respect of the
management of the assets of the Equity Portfolio and officers of AIG Global
provide representation on the Manager's Investment Committee. Under the
subadvisory agreement, the Manager is required to pay AIG Global a fee at an
annual rate of 0.15% of the average daily net assets of the Equity Portfolio.
These fees are paid from the management fee paid to the Manager.
The Manager was previously party to a subadvisory agreement with AIGAM
International Limited ("AIGAM International"). AIGAM International, a wholly
owned subsidiary of AIG, was renamed AIG Global Investment Corp. (Europe) Ltd.,
("AIG Global Europe") on January 1, 1996. Effective May 28, 1996 AIG Global
Europe deregistered under the Advisers Act and the subadvisory agreement was
replaced with a service agreement pursuant to which AIG Global Europe agreed to
provide investment advisory services.
The Manager serves as the Equity Portfolio's investment adviser and is
responsible for the management of the assets and review and supervision of the
investment program. In addition to the subadvisory agreements, the Manager has
entered into service agreements with certain affiliates, including AIG Global
Europe, whereby such affiliates provide investment advisory services under the
direction of the Manager. Certain officers of these affiliates provide
representation on the Manager's Investment Committee. Under the terms of the
service agreements, the Manager is required to pay the service providers a total
combined fee at an annual rate of 0.45% of the average daily net assets of the
Equity Portfolio. These fees are paid from the management fee paid to the
Manager. There have been no such fees paid through the period ended August 31,
1996.
PFPC International Ltd. serves as the Equity Portfolio's administrator and
accounting agent. State Street Bank and Trust Company serves as custodian of the
Equity Portfolio's assets.
Certain trustees and officers of the Equity Portfolio are also directors and/or
officers of the Manager. These trustees and officers are paid no compensation by
the Equity Portfolio.
21
<PAGE>
FIRST GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------
Notes to Financial Statements
August 31, 1996 (Unaudited)
- ------------------------------------------------------------------------------
Note 4 - Securities Transactions
For the period ended August 31, 1996, purchases of portfolio securities (other
than short-term securities) were $2,298,494. The proceeds from sales of
portfolio securities during the same period was $327,808. At August 31, 1996,
the cost of the securities of the Equity Portfolio for federal income tax
purposes was substantially the same as for financial reporting purposes.
Accordingly, net unrealized depreciation of investments amounted to $27,127
consisting of gross unrealized appreciation of $52,765 and gross unrealized
depreciation of $79,892.
22
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Schedules:
Part A - Financial Highlights for the AIG Retiree Fund - 2003.
Financial Highlights for the AIG Children's World Fund -
2005 are incorporated by reference into Part A.
Part B - Portfolio of Investments, Statement of Assets and
Liabilities, Statement of Operations, Statement of
Changes in Net Assets, Financial Highlights and Notes
to the Financial Statements of the Registrant with
respect to AIG Retiree Fund - 2003 as of August 31, 1996.
Portfolio of Investments, Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes
in Net Assets, Financial Highlights and Notes to the
Financial Statements of First Global Equity Portfolio as of
August 31, 1996.
Portfolio of Investments, Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes
in Net Assets, Financial Highlights and Notes to the
Financial Statements of the Registrant with respect to AIG
Children's World Fund - 2005 as of May 31, 1996 are
incorporated by reference into Part B.
Financial Information of American International Group, Inc.
is incorporated by reference into Part B.
(b) Exhibits:
(1) Articles of Incorporation.1
(1)(a) Articles of Amendment, dated June 29, 1995.2
(1)(b) Articles of Amendment, dated August 16, 1995.3
(1)(c) Certificate of Correction, dated September 11, 1995.4
(1)(d) Articles Supplementary, dated November 3, 1995.5
(1)(e) Articles of Amendment, dated January 11, 1996.6
(2) By-laws of Registrant.1
(3) Not Applicable.
(4) Specimen Common Stock Certificate.2
(5)(a) Form of Management Agreement relating to AIG Children's
World Fund -- 2005.2
(5)(b) Form of Subadvisory Agreement with AIGAM International Limited
relating to AIG Children's World Fund -- 2005.2
(5)(c) Form of Subadvisory Agreement with AIG Global Investors, Inc.
relating to AIG Children's World Fund -- 2005.2
(5)(d) Form of Management Agreement relating to AIG Retiree
Fund -- 2003.5
(5)(e) Form of Subadvisory Agreement with AIGAM International Limited
relating to AIG Retiree Fund -- 2003.5
(5)(f) Form of Subadvisory Agreement with AIG Global Investors Inc.
relating to AIG Retiree Fund -- 2003.5
(6)(a) Form of Distribution Agreement relating to AIG Children's
World Fund -- 2005.2
(6)(b) Form of Distribution Agreement relating to AIG Retiree
Fund -- 2003.5
(7) Not Applicable.
(8) Form of Custody Agreement.2
- --------------
1 Filed with the initial filing of this Registration Statement on
April 13, 1995.
2 Filed with Pre-Effective Amendment No. 1 to this Registration Statement
on July 21, 1995.
3 Filed with Pre-Effective Amendment No. 2 to this Registration Statement
on September 7, 1995.
4 Filed with Pre-Effective Amendment No. 3 to this Registration Statement
on September 13, 1996.
5 Filed with Post-Effective Amendment No. 2 to this Registration Statement
on November 3, 1995.
6 Filed with Post-Effective Amendment No. 3 to this Registration Statement
on January 16, 1996.
c-i
<PAGE>
(9)(a) Form of Shareholder Servicing Agreement.2
(9)(b) Form of Administration and Accounting Services Agreement.2
(9)(c) Form of Transfer Agency Agreement.2
(9)(d) Powers of Attorney (included on the signature page of the
referenced filing):
(I) Registrant (other than Ms. Linda-Ann Goodwin)1
(ii) First Global Equity Portfolio (other than Ms. Linda-Ann
Goodwin)2
(iii) AIG Capital Management Corp.3
(iv) American International Group, Inc. (other than Mr. Houghton
Freeman)3
(v) Mr. Houghton Freeman (Director of American International
Group, Inc.)4
(vi) Ms. Linda-Ann S. Goodwin (Director of Registrant and of
First Global Equity Portfolio)6
(9)(e) Form of Guarantee Agreement relating to AIG Children's World Fund
-- 2005.4
(9)(f) Form of Support Agreement relating to AIG Children's World
Fund -- 2005.4
(9)(g) Form of Guarantee Agreement relating to AIG Retiree Fund -- 2003.5
(9)(h) Form of Support Agreement relating to AIG Retiree Fund -- 2003.5
(10)(a) Opinion and Consent of counsel with respect to shares of AIG
Children's World Fund -- 2005.4
(10)(b) Opinions and Consents of counsel with respect to the Guarantee and
the Support Agreement relating to AIG Children's World Fund
-- 2005.4
(10)(c) Opinion and Consent of counsel with respect to shares of AIG
Retiree Fund - 2003.6
(10)(d) Opinions and Consents of counsel with respect to the Guarantee and
the Support Agreement relating to AIG Retiree Fund -- 2003.7
(11) Consent of Independent Auditors.8
(12) Not Applicable.
(13) Form of Agreement with respect to provision of initial capital.3
(14) Not Applicable.
(15)(a) Rule 12b-1 Plan relating to AIG Children's World Fund -- 2005.2
(15)(b) Form of Rule 12b-1 Plan relating to AIG Retiree Fund -- 2003.5
(16) Not Applicable.
(17)(a) Financial Data Schedule for AIG Retiree Fund -- 2003.8
(17)(b) Financial Data Schedule for First Global Equity Portfolio.8
(18) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
As of October 7, 1996, there were 398 holders of shares of the AIG
Children's World Fund -- 2005 series of the Registrant and there were 101
holders of shares of the AIG Retiree Fund -- 2003 series of the Registrant.
1 Filed with the initial filing of this Registration Statement
on April 13, 1995.
2 Filed with Pre-Effective Amendment No. 1 to this Registration Statement
on July 21, 1995.
3 Filed with Pre-Effective Amendment No. 2 to this Registration Statement
on September 7, 1995.
4 Filed with Pre-Effective Amendment No. 3 to this Registration Statement
on September 13, 1996.
5 Filed with Post-Effective Amendment No. 2 to this Registration Statement
on November 3, 1995.
6 Filed with Post-Effective Amendment No. 3 to this Registration Statement
on January 16, 1996.
7 Filed with Post-Effective Amendment No. 4 to this Registration Statement
on June 28, 1996.
8 Filed herewith.
c-ii
<PAGE>
Item 27. Indemnification
Section 2-418 of the General Corporation Law of the State of Maryland
provides that the Registrant may indemnify its directors, officers,
employees and agents. Article Twelfth of the Registrant's Articles of
Incorporation and Article VII of the Registrant's By-Laws provide that the
Registrant shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to any action, suit or
proceeding by reason of the fact that such person or such person's testator
or intestate is or was a director, officer or employee of the Registrant,
provided that no representative of the Registrant shall be indemnified to
the extent liability results from misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such
representative's office.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, 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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant for expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The Registrant maintains or intends to obtain, subject to availability and
the determination of the directors as to the reasonableness of insurance
premiums from time to time, insurance insuring its officers and directors
against certain liabilities incurred in their capacities as such, and
insuring the Registrant against any payments which it is obligated to make
to such persons under the foregoing indemnification provisions.
The Restated Certificate of Incorporation of AIG (the "Certificate")
provides:
"The Company shall indemnify to the full extent permitted by law any
person made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or
intestate is or was a director, officer or employee of the Company
or serves or served any other enterprise at the request of the
Company."
Section 6.4 of AIG's By-laws contains a similar provision.
The Certificate also provides that a director will not be personally liable
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent that such an exemption
from liability or limitation thereof is not permitted by the Delaware
General Corporation Law (the "GCL").
Section 145 of GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of
AIG in the event of pending or threatened civil, criminal, administrative
or investigative proceedings, if such person was, or was threatened to be
made, a party by reason of the fact that he is or was a director, officer
or employee of AIG. Section 145 also provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to
which those seeking indemnification may otherwise be entitled. In addition,
AIG and its subsidiaries maintain a directors' and officers' liability
insurance policy.
c-iii
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
AIG Capital Management Corp. (Manager)
AIG Capital Management Corp. is a U.S. registered investment advisor which
also manages the assets of the AIG Money Market Fund, a separate money
market investment portfolio of The Advisors' Inner Circle Fund. The
Advisors' Inner Circle Fund is an open end investment company that is
registered under the Investment Company Act of 1940.
AIG Global Investment Corp. (Subadvisor)
AIG Global Investment Corp. is a U.S. registered investment advisor that
provides global asset management services primarily to AIG and its
subsidiaries, but also provides investment advisory services to third
parties.
The list required by this Item 28 of officers and directors of AIG Capital
Management Corp. and AIG Global Investment Corp., together with information
as to any other business, vocation, profession or employment of a
substantial nature engaged in by such officers and directors during the
past two years, is incorporated by reference to Schedules A and D of Form
ADV filed by AIG Capital Management Corp. and AIG Global Investment Corp.,
respectively, pursuant to the Investment Advisers Act of 1940 (SEC File
Nos. 801-47192 and 801-18759, respectively).
Item 29. Principal Underwriters
AIG Equity Sales Corp. also acts as a principal underwriter for:
1. AIG Life Insurance Company, as depositor on behalf of Variable Account
I and Variable Account II; and
2. American International Life Assurance Company of New York, as
depositor for Variable Account A and Variable Account B.
The Officers and Directors of the Distributor are:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Distributor with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
Michele L. Abruzzo President None
80 Pine Street and Director
New York, NY 10005
Bernard J. Bujak Associate Vice President None
80 Pine Street
New York, NY 10005
Kevin N. Clowe Vice President None
70 Pine Street and Director
New York, NY 10270
Florence A. Davis General Counsel and None
70 Pine Street Director
New York, NY 10270
</TABLE>
c-iv
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Distributor with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
Kenneth F. Judkowitz Vice President, None
80 Pine Street Treasurer and
New York, NY 10005 Comptroller
Edward E. Matthews Director None
70 Pine Street
New York, NY 10270
Jerome T. Muldowney Director None
One Chase Manhattan Plz.
New York, NY 10005
Robert J. O'Connell Director None
80 Pine Street
New York, NY 10005
Julia Perlman Assistant Vice President None
80 Pine Street and Director of Marketing
New York, NY 10005
Daniel K. Kingsbury Vice President President
70 Pine Street
New York, NY 10270
Philomena Scamardella Vice President and None
80 Pine Street Senior Compliance
New York, NY 10005 Officer
Ernest E. Stempel Director None
70 Pine Street
New York, NY 10270
Elizabeth M. Tuck Secretary Assistant Secretary
70 Pine Street
New York, NY 10270
</TABLE>
c-v
<PAGE>
Item 30. Location of Accounts and Records - All accounts, books and
other documents required to be maintained by Section 31(a) of the
1940 Act and the Rules (17 CFR 270.31a-1 to 31a-3) promulgated
thereunder will be maintained by the following:
AIG Capital Management Corp., 70 Pine Street, New York, New York 10270
(records relating to its function as investment adviser).
PFPC International Ltd., 80 Harcourt Street, Dublin, Ireland (records
relating to its functions as Administrator).
PNC Bank, National Association, Airport Business Center, International
Court 2, 200 Stevens Drive, Lester, Pennsylvania 19113 (records relating to
its function as Custodian).
AIG Equity Sales Corp., 80 Pine Street, New York, New York 10005 (records
relating to its function as Distributor).
Item 31. Management Services - None not discussed in the Prospectus or
Statement of Additional Information for the Registrant.
Item 32. Undertakings
The Registrant undertakes to, if requested to do so by holders of at
least ten percent of its outstanding shares, call a meeting of
shareholders for the purpose of voting upon the removal of a
director or directors and to assist in communications with other
shareholders as required by Section 16(c) of the Investment Company
Act of 1940.
c-vi
<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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York, on the 9th day of October, 1996.
AIG ALL AGES FUNDS, INC.
By: /s/ Daniel K. Kingsbury
-----------------------------
Daniel K. Kingsbury
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities indicated, on the 9th day of October, 1996.
Signature Title
--------- -----
* Chairman of the Board and Director
- --------------------------------
Roger Wickers
* Director
- --------------------------------
Paul Friedman
* Director
- --------------------------------
Linda-Ann S. Goodwin
* Director
- --------------------------------
Charles Vinick
/s/ Daniel K. Kingsbury President (principal
- -------------------------------- executive officer)
Daniel K. Kingsbury
* Treasurer (principal financial and
- -------------------------------- accounting officer)
J. Fergus McKeon
*By: /s/ Daniel K. Kingsbury
- --------------------------------
Daniel K. Kingsbury
As Attorney-in-Fact
s-i
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the First Global Equity Portfolio has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Tucker's Town, Bermuda on the
27th day of September, 1996.
FIRST GLOBAL EQUITY PORTFOLIO
By: /s/ Daniel K. Kingsbury
----------------------------
Daniel K. Kingsbury
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities indicated, on the 27th day of September, 1996.
Signature Title
--------- -----
* Chairman of the Board and Trustee of
- ---------------------------- First Global Equity Portfolio
Roger Wickers
* Trustee of First Global Equity Portfolio
- ----------------------------
Paul Friedman
* Trustee of First Global Equity Portfolio
- ----------------------------
Linda-Ann S. Goodwin
* Trustee of First Global Equity Portfolio
- ----------------------------
Charles Vinick
/s/ Daniel K. Kingsbury President (principal executive
- ---------------------------- officer) of First Global Equity Portfolio
Daniel K. Kingsbury
* Treasurer (principal financial and
- ---------------------------- accounting officer) of First Global Equity
J. Fergus McKeon Portfolio
*By: /s/ Daniel K. Kingsbury
- ----------------------------
Daniel K. Kingsbury
As Attorney-in-Fact
s-ii
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-registrant AIG Capital Management Corp. has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York, on the 9th day of October, 1996.
AIG CAPITAL MANAGEMENT CORP.
By: /s/ Daniel K. Kingsbury
---------------------------
Daniel K. Kingsbury
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons, in
the capacities indicated, on the 9th day of October, 1996.
Signature Title
--------- -----
/s/ David T. Goss Vice Chairman of the Board and Director
- ---------------------------- of AIG Capital Management Corp.
David T. Goss
* Director of AIG Capital Management Corp.
- ----------------------------
William N. Dooley
* Director of AIG Capital Management Corp.
- ----------------------------
Ronald A. Latz
* Director of AIG Capital Management Corp.
- ----------------------------
Helen Stefanis
/s/ Daniel K. Kingsbury Director and President of AIG Capital
- ---------------------------- Management Corp.
Daniel K. Kingsbury
* Vice President and Comptroller (principal
- ---------------------------- financial and accounting officer) of AIG
Neil Friedman Capital Management Corp.
*By: /s/ Daniel K. Kingsbury
- ----------------------------
Daniel K. Kingsbury
As Attorney-in-Fact
s-iii
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Co-registrant American International Group, Inc. has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, the State of New York on the
9th day of October, 1996.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Edward E. Matthews
-----------------------------
Edward E. Matthews
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons, in
the capacities indicated, on the 9th day of October, 1996.
Signature Title
--------- -----
* Chairman and Director (Principal Executive
- ------------------------ Officer) of American International Group, Inc.
M.R. Greenberg
/s/ Edward E. Matthews Vice Chairman and Director of American
- ------------------------ International Group, Inc.
Edward E. Matthews
* Executive Vice President and Comptroller
- ------------------------ (Principal Accounting and Financial Officer) of
Howard I. Smith American International Group, Inc.
* Director of American International Group, Inc.
- ------------------------
M. Bernard Aidinoff
* Director of American International Group, Inc.
- ------------------------
Lloyd M. Bentsen
Director of American International Group, Inc.
- ------------------------
Pei-yuan Chia
* Director of American International Group, Inc.
- ------------------------
Marshall Cohen
* Director of American International Group, Inc.
- ------------------------
Barber B. Conable Jr.
s-iv
<PAGE>
* Director of American International Group, Inc.
- ------------------------
Martin Feldstein
* Director of American International Group, Inc.
- ------------------------
Leslie L. Gonda
Director of American International Group, Inc.
- ------------------------
Evan G. Greenberg
* Director of American International Group, Inc.
- ------------------------
Carla A. Hills
* Director of American International Group, Inc.
- ------------------------
Frank Hoenemeyer
* Director of American International Group, Inc.
- ------------------------
Dean P. Phypers
* Director of American International Group, Inc.
- ------------------------
John J. Roberts
* Director of American International Group, Inc.
- ------------------------
Thomas R. Tizzio
Director of American International Group, Inc.
- ------------------------
Edmund S.W. Tse
*By: /s/ Edward E. Matthews
- ------------------------
Edward E. Matthews
As Attorney-in-Fact
s-v
<PAGE>
EXHIBIT INDEX
A complete list of exhibits is included in Part C, Item 24(b) of the
Registration Statement. The following exhibits are filed herewith:
Sequentially
Numbered
Exhibit Page
- ------- ------------
23 Consent of independent auditors.
(27)(a) Financial Data Schedules for
AIG Retiree Fund - 2003.
(27)(b) Financial Data Schedules for First Global
Equity Portfolio.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post Effective Amendment
No. 6 to the Registration Statement of AIG All Ages Funds, Inc. on Form
N-1A (File No. 33-91174) (the "Regustration Statement") of our reported
dated September 11, 1995 on our audit of the financial statement of AIG
Children's World Fund-2005 which is included in Post Effective Amendment No. 5
to the Registration Statement, and we consent to the incorporation by
reference in the Registration Statement of our report dated September 11,
1995 on our audit of the financial statement of First Global Equity Portfolio
which is included in Post Effective Amendment No. 5 Registration Statement,
and we consent to the incorporation by reference in the Registration
Statement of our report dated February 23, 1996 on our audit of the financial
statements of American International Group, Inc. which is incorporated by
reference in Post Effective Amendment No. 5.
COOPERS & LYBRAND L.L.P.
New York, New York
October 11, 1996
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